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         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, August 5, 2002, Vol. 6, No. 153

                           Headlines

ANC RENTAL: Wants Lease Decision Period Extended to December 8
AAMES FINANCIAL: Extends 5.5% Note Exchange Offer to August 16
ADELPHIA BUSINESS: Signs-Up Jefferies & Co. for Financial Advice
ADELPHIA COMMS: Asks Court to Okay Consulting Pact with Baflour
ALGOMA STEEL: Posts Improved Financial Results for June Quarter

ALGOMA STEEL: DDJ Capital Management Discloses 5.6% Equity Stake
AMERICAN HOMEPATIENT: Files Chapter 11 Petition in Tennessee
AMERICAN HOMEPATIENT: Case Summary & Largest Unsec. Creditors
ARCHDIOCESE OF BOSTON: Goodwin Procter Giving Bankruptcy Counsel
BEYOND.COM: Completes Sale of Gov't Systems Group to Softchoice

BORDEN CHEMICALS: Panel Balks at Ethylene Pacts Bidding Protocol
CLEAN HARBORS: S&P Upgrades Corporate Credit Rating to BB-
COMDISCO INC: Court Okays Huron Consulting as Financial Advisors
CONOCO CANADA: Completes Tender Offer for Gulf Indonesia Shares
CONSOLIDATED PROPERTIES: Closes $2MM Sale of South Airways Bldg.

CORNING: S&P Lowers Ratings on Two Synthetic Transactions to BB+
CORRPRO COS.: Expects to Complete Financial Statements by Friday
CYGNIFI DERIVATIVES: Court Approves Amended Disclosure Statement
DADE BEHRING: Files Prepack Plan and Disclosure Statement in IL
DENNY'S CORP: Equity Deficit Tops $328 Million At June 26, 2002

DOMINO'S INC: S&P Rates $465MM Senior Secured Bank Loan at BB-
ELCOM INT'L: Asks Nasdaq to Transfer Listing to SmallCap Market
ELEC COMMS: Unit Files for Chapter 11 Reorganization in New York
TELECARRIER SERVICES: Case Summary & Largest Unsec. Creditors
EMMIS OPERATING: AS&P Assigns B+ Rating to $500 Mill. Bank Loan

ENRON CORP: Catholic Health Seeking Determination of Rights
ENRON: Trans Louisiana Wants Prompt Natural Gas Pact Rejection
EXIDE TECHNOLOGIES: Committee Hires Jefferies as Fin'l Advisor
FC CBO LTD: S&P Junks Second Priority Senior Notes Rating
GAYLORD ENTERTAINMENT: Credit Facility Servicer Cures Default

GLOBAL CROSSING: Exceeds Key Performance Goals for First Half
GLOBAL LIGHT: Court Further Extends CCAA Protection to August 15
HMG WORLDWIDE: Gets Okay to Auction Off Kmart Claim on August 6
HA-LO: Seeks Approval of DIP Facility Extension through Nov. 30
HEADWATERS: S&P Assigns B+ Credit Rating Based on Prelim. Terms

HERITAGE VENTURES: TSX Delists Shares for Violating Requirements
JWS CBO: Fitch Downgrades $23 Mil. Class D Notes to B+ from BB-
JONES MEDIA: Establishes Terms for $2.3 Mill. Loan from Parent
K2 DIGITAL: Wooing Shareholders for Affirmative Vote on Merger
KAISER ALUMINUM: Retirees Panel Hires Brobeck as Primary Counsel

KELLSTROM INDUSTRIES: Has Until Sept. 18 to File Chapter 11 Plan
KOMAG INC: Cerberus Partners Discloses 42.8% Equity Interest
INTERACTIVE TELESIS: Global Crossing Pulls Plug on Services Pact
LDM TECHNOLOGIES: S&P Raises Junk Corporate Credit Rating to B-
MALAN REALTY: Second Quarter Net Loss Slides Up to $4.6 Million

NEWPOWER: Closes Sale of Ohio & Penn. Customers to Centrica Unit
NORSKE SKOG: Reports Modest Improvement in 2nd Quarter Results
PANAVISION: S&P Places CCC Corp. Rating on CreditWatch Negative
PERSONNEL GROUP: Evaluating Possible Debt Restructuring Deals
PINNACLE TOWERS: Engages GJWHF as Real Estate Consultants

PLANVISTA: Planned Offering Likely to Create Conflict with Board
PORTLAND GENERAL: Fitch Cuts Ratings Over Low Fin'l Flexibility
PRIMUS TELECOMMS: June 30 Balance Sheet Upside-Down by $151MM
REVLON INC: June 30, 2002 Balance Sheet Upside-Down by $1.4BB
SLI INC: Senior Banks Decide Not to Extend Forbearance Agreement

SECURITY ASSET: James Burchetta Discloses 7.1% Equity Stake
SELECT THERAPEUTICS: Gets Extension to Meet AMEX Guidelines
SEPRACOR: Accepts Options to Buy 4.2 Mil. Shares for Exchange
SHELBOURNE PROPERTIES: Board Reviewing HX Investors' Proposal
SHELBOURNE PROPERTIES: HX Investors Hikes Offer Price for Shares

STONE CONTAINER: S&P Withdraws Senior Secured Bank Loan Ratings
SWAN TRANSPORTATION: UST Balks at Payment of NERA Admin. Claim
SYSTECH: Integrated Asset Commits $11 Mill. for Informal Workout
TANDYCRAFTS: Panel Balks at Imperial's Additional Monthly Fees
TEMPLETON GLOBAL: Shareholders OK Liquidation & Dissolution Plan

TENNECO AUTOMOTIVE: Will Close Queretaro Facility by Year-End
TRICO STEEL: Has Until August 31 to Use Lender' Cash Collateral
TYCO: New Chairman & CEO Edward Breen Sends Letter to Employees
VENTURE HOLDINGS: S&P Ups Corp Rating to CCC over Coupon Payment
WARNACO: Court Further Stretches Lease Decision Time to Oct. 31

WILLIAMS COMMS: Seeks Approval of Vote Solicitation Procedures
WILLIAMS COS: Fitch Changes Rating Watch Status to Evolving
WORLDCOM INC: Wants to Continue Existing Cash Management System
WORLD STRATEGIC: Will Commence Final Wind-Up Process Tomorrow

* BOND PRICING: For the week of August 5 - August 9, 2002

                           *********

ANC RENTAL: Wants Lease Decision Period Extended to December 8
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates are currently
parties to 800 non-airport leases of nonresidential real
property located throughout the United States that are still
eligible to be assumed or rejected.  The Debtors use the leased
properties for their corporate offices, reservation centers, on-
airport and off-airport rental sites, sales offices, and vehicle
storage and maintenance facilities.  To date, the Debtors have
rejected 200 non-airport Leases while 50 airports leases have
been assumed and 17 rejected.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, informs the Court that it would be
next to impossible for the Debtors to make informed lease
decisions by August 10, 2002:

    -- given the high level of activity in the Debtors' cases
       over the past eight months, and

    -- the extremely large number of leases the Debtors are party
       to and their importance to the Debtors' continued
       operations, as well as the airport consolidation program.

The Debtors ask the Court to extend until December 8, 2002 the
time within which they must elect to assume or reject each of
their unexpired leases of nonresidential real property.

Ms. Fatell assures the Court that over the course of these
cases, the Debtors intend to constantly re-evaluate each
different lease location to determine its future role in the
Debtors' operations. The Debtors also intend to determine which,
if any, of the leases can be consolidated with another to effect
cost savings.  "If the Debtors are forced to make the
determination whether to assume or reject the leases by the
current deadline, they might make an imprudent determination
that would negatively affect their ability to reorganize
successfully," Ms. Fatell says. (ANC Rental Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AAMES FINANCIAL: Extends 5.5% Note Exchange Offer to August 16
--------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF) announced that the
expiration date of its offer to exchange its newly issued 4.0%
Convertible Subordinated Debentures due 2012 for any and all of
its outstanding 5.5% Convertible Subordinated Debentures due
2006 has been extended to 5:00 p.m., New York City time, on
Friday, August 16, 2002. The Exchange Offer had been scheduled
to expire Friday, August 2, 2002, at 5:00 p.m., New York City
time. The Company reserves the right to further extend the
Exchange Offer or to terminate the Exchange Offer, in its
discretion, in accordance with the terms of the Exchange Offer.

To date, the Company has received tenders of Existing Debentures
from holders of approximately $42.8 million principal amount, or
approximately 37.6%, of the outstanding Existing Debentures.

As previously announced, Wilmington Trust Company, as successor
indenture trustee with respect to the Company's 9.125% Senior
Notes due 2003, brought an action against the Company seeking to
prevent the Company from consummating the Exchange Offer. On
July 1, 2002, the Supreme Court of the State of New York denied
the Trustee's request for an order preliminarily enjoining the
Company from proceeding with the Exchange Offer. On July 12,
2002, the Company filed a motion to dismiss the Trustee's
complaint. On August 1, 2002, the Trustee filed an amended
complaint seeking a declaratory judgment that if the Company
were to proceed with the Exchange Offer that an event of default
would exist under the indenture governing the Senior Notes. The
Company believes the allegations contained in the amended
complaint and the relief the Trustee seeks therein are without
merit and intends to vigorously defend against them.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At March 31, 2002, the Company
operated 100 retail branches, 5 regional wholesale loan offices
and 2 National Loan Centers throughout the United States.

                          *    *    *

As reported in Troubled Company Reporter's June 19, 2002
edition, Moody's Investors Service took several rating actions
on Aames Financial Corporation. The investors service lowered
the company's Senior Debt Rating to Caa3 from Caa2. It also
affirmed its Ca rating on Aames' Subordinated Debenture. Rating
outlook stays at negative.

It is Moody's belief that potential loss severity to senior
unsecured bondholders would increase after Aames started its
previously announced exchange offer of its outstanding 5.5%
convertible subordinated debentures due 2006.

The company's liquidity and financial flexibility remain
constrained. It appears that Aames may have difficulty obtaining
the necessary resources to pay for its approximately $150
million unsecured senior debt maturing on November 15, 2003. It
also has short-term warehouse facilities with financial
covenants maturing before October 2003 and which critically
needed to be renewed to maintain its limited financial
flexibility.


ADELPHIA BUSINESS: Signs-Up Jefferies & Co. for Financial Advice
----------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates ask
and obtained Court approval, pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code, authorizing the retention of
Jefferies to provide financial advisory services to the Debtors,
nunc pro tunc to May 1, 2002, the date Jefferies commenced work
on the Debtors behalf in the above-captioned chapter 11 cases.

Jefferies will, among other things:

A. advise and assist the Debtors in connection with the
    formulation of a business plan;

B. advise the Debtors in connection with any transaction
    involving, directly or indirectly, any business combination,
    whether by acquisition, merger, consolidation, negotiated
    purchase, tender or exchange offer, reorganization,
    recapitalization or otherwise, or any direct or indirect
    sale, transfer or other disposition, whether in one or in a
    series of transactions, of all or any portion of the capital
    stock or assets of the Debtors or any subsidiary of any of
    the Debtors, either in connection with a Reorganization or
    otherwise;

C. review and analyze the Debtors' business, operations and
    financial projections;

D. assist the Debtors in determining a range of values for the
    Debtors on a going concern and liquidation basis;

E. assist the Debtors with identifying appropriate lenders and
    obtaining Debtors in possession financing;

F. render financial advice to the Debtors and participate in
    meetings with the Debtors' creditors, stakeholders and other
    appropriate parties in connection with a potential
    Reorganization and any additional chapter 11 filings;

G. assist the Debtors in preparing preliminary reorganization
    proposals and related term sheets and other documentation
    required in connection with the formulation of a potential
    Reorganization and any additional chapter 11 filings;

H. assist the Debtors in identifying and evaluating candidates
    for potential M&A Transactions, assisting the Debtors in the
    preparation of any information or offering memorandum to be
    used in connection herewith, and advise the Debtors in
    connection with and participate in negotiations, and aid in
    the consummation, of an M&A Transaction;

I. provide testimony in any bankruptcy case relating to
    financial matters related to a Transaction, including the
    feasibility of any Reorganization or M&A Transaction and the
    valuation of any securities issued in connection therewith,
    and provide testimony in any bankruptcy case relating to an
    M&A Transaction;

J. assist the Debtors in preparing proposals for any M&A
    Transaction;

K. assist the management of ABIZ with presentations made to its
    Board of Directors regarding a proposed Reorganization or
    potential M&A Transaction;

L. provide the Debtors with other general restructuring advice;
    and

M. if so requested by the Board, render an opinion to the Board
    with respect to the fairness, from a financial point of view,
    to ABIZ or any of the other Debtors of the consideration to
    be received by ABIZ or any of the other Debtors in a M&A
    Transaction.

Jefferies will be paid:

  * A monthly cash retainer fee in the amount of $175,000. The
    Retainer Fee shall be paid on the first business day of each
    month. The Retainer Fees paid shall be credited against the
    Reorganization Fee otherwise payable to Jefferies by the
    Company.

  * In the event the Debtors consummate a Reorganization, the
    Debtors shall pay Jefferies in cash a fee in the amount of
    $4,000,000.

  * In addition, in the event the Debtors consummate an M&A
    Transaction which commences or occurs during the term of the
    engagement, the Debtors, upon termination of Jefferies'
    services or upon final resolution of the Bankruptcy
    proceedings, shall pay Jefferies a cash fee in an amount
    equal to the lesser of 1.0% of the Transaction Value of such
    M&A Transaction, or $4,000,000 less the sum of any Retainer
    Fees previously paid. All fees shall be credited against any
    Reorganization Fee payable.

Mr. Nevins relates that Jefferies began providing services to
the Debtors in these chapter 11 cases on May 1, 2002. Because
Jefferies replaced the Debtors' former financial advisors on an
emergency basis and due to the time required to conduct their
conflicts check, Jefferies was unable to submit this application
prior to the date Jefferies began providing services to the
Debtors. (Adelphia Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Asks Court to Okay Consulting Pact with Baflour
---------------------------------------------------------------
In connection with the Consent Agreement among Adelphia
Communications Corporation, TCI Adelphia Holdings LLC and TCI
California Holdings LLC, the Debtors ask the Court for approval
of a Consulting Services Agreement with Balfour Associates,
Inc., for the services of David R. Van Valkenburg.  This
Consulting Services Agreement must be executed in connection
with the Consent Agreement.

The Consulting Agreement contains these pertinent terms and
conditions:

  * Retention of Consultant: The Partnership Debtors will enter
    into a Consulting Agreement with Balfour for the services of
    David R. Van Valkenburg, to serve as a Consultant to be
    appointed as the Independent Advisor to the Partnership
    Debtors.  The Consultant is being engaged to be an advisor
    for all three of the Partnership Debtors, subject to certain
    limitations in the event of conflicts of interest among the
    Partnership Debtors.

  * Disinterestedness of Consultant: With the exception of the
    specific disclosures contained in the Consulting Agreement,
    to the best of the Debtors' knowledge Mr. Van Valkenburg is a
    "disinterested person" as defined in section 101(14) of the
    Bankruptcy Code and does not hold or represent an interest
    adverse to the Debtors' estates.

  * Cooperation with Consultant: The Partnership Debtors shall
    cooperate with the Consultant in the performance of the
    Consultant's responsibilities and duties, including:

    a. providing the Consultant with all facilities, access and
       information as shall be reasonably necessary for the
       performance of the Consultant's responsibilities;

    b. preparing and delivering to the Consultant a detailed
       schedule of all past, present or proposed material
       transactions between the Partnership Debtors and Adelphia
       or any of its subsidiaries or affiliates, and all proposed
       future expense allocations to the Partnership Debtors; and

    c. providing to the Consultant annual, quarterly and monthly
       financial statements and other information relating to the
       Partnership Debtors.

  * Scope of Consultant's Duties: The duties of the Consultant as
    set forth in the Consulting Agreement may not be reduced
    except:

    a. if the Bankruptcy Court enters an order for the reduction
       based upon a showing of a reasonable basis by the
       Partnership Debtors or

    b. upon the vote of all partners of each Partnership Debtor
       determining that a reasonable basis exists.

    If a modification is ordered, the Consultant may terminate
    the Consulting Agreement.

  * Consulting Period: The term of the Consulting Agreement shall
    commence on the Effective Date and shall terminate on January
    30, 2003, subject to extension in accordance with the terms
    and conditions of the Consulting Agreement.

  * Compensation: As compensation for the Consultant rendering
    the consulting services, the Partnership Debtors shall pay
    Balfour a consulting fee of $125,000 per month for services
    Actually performed by the Consultant, provided, however, that
    no Consulting Fee shall be due for services for the month of
    January 2003.  Parnassos and Western NY shall be responsible
    for payment of 50% of the Consulting Fees and Century-TCI
    shall be responsible for payment of 50% of the Consulting
    Fees.

  * Expenses and Employment of Other Advisors: Balfour shall be
    entitled to receive prompt reimbursement for all reasonable
    expenses incurred by the Consultant, provided, however, that
    for expenses exceeding certain specified caps, the Consultant
    shall obtain prior written approval from the Partnership
    Debtors.  If Consultant reasonably determines that he
    requires the assistance of engineering, accounting or other
    professional advisors in connection with the performance of
    the Consultant's responsibilities, the Consultant shall have
    the authority to engage these advisors on reasonable terms at
    the expense of the Partnership Debtors.

  * Termination by Partnership Debtors: Subject to the terms of
    the Consulting Agreement, the Partnership Debtors may
    terminate the Consulting Agreement with or without Cause upon
    written notice to Balfour, provided that in the case of
    termination without Cause, the Partnership Debtors shall be
    required to obtain the consent of each official committee
    appointed in the Partnership Debtors' chapter 11 cases.  Upon
    termination without Cause, the Partnership Debtors will
    remain liable for payment of Consulting Fees through the end
    of the Consulting Period.

  * Termination by Balfour or Consultant:  Balfour or the
    Consultant may at any time upon notice to the Partnership
    Debtors terminate the Consulting Agreement.  Upon that
    termination, the Partnership Debtors shall have no liability
    other than payment of the Consulting Fees that remain unpaid
    for any consulting services performed by Consultant prior to
    the termination and reimbursement for any unreimbursed
    expenses. (Adelphia Bankruptcy News, Issue No. 12; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 8.125% bonds
due 2003 (ADEL03USR1) are trading between 42.5 and 44.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL03USR1
for real-time bond pricing.


ALGOMA STEEL: Posts Improved Financial Results for June Quarter
---------------------------------------------------------------
Algoma Steel Inc., reported net income of $21.6 million for the
second quarter ended June 30, 2002.  This compares to a net loss
of $47.8 million for the quarter ended June 30, 2001.

Improved earnings over the comparable period of the prior fiscal
year were mainly due to higher steel prices, increased
shipments, lower operating costs and the benefits arising out of
the Company's restructuring completed on January 29, 2002.

Ben Duster, Algoma's Chairman, said "The second quarter results
reflect the Company's improved performance since completion of
its restructuring on January 29, 2002.  We are encouraged by the
month-over-month improvement in operating performance that has
been maintained since the restructuring.  Based on current
market conditions, we expect this positive performance to
continue in the third quarter.  Market conditions for the fourth
quarter are less certain, particularly in light of the adverse
finding on hot rolled sheet in the safeguard investigation".

                  Financial and Operating Results

Net income for the three months ended June 30, 2002 was $21.6
million, a significant improvement over the net loss of $47.8
million incurred for the three months ended June 30, 2001.  The
quarter over quarter improvement results from an increase in
selling prices and shipments, in conjunction with lower
operating expenses resulting from higher production levels and
the restructuring plan implementation on January 29, 2002.

Revenue was $287.2 million for the three months ended June 30,
2002 based on average selling prices of $499 per ton compared
with revenue of $230.9 million and average selling prices of
$477 per ton for the three months ended June 30, 2001.  The
average selling price improvement is due to industry price
increases on most product lines.  The increase in revenue also
results from an improvement in steel shipments with shipments of
576,000 tons for the three months ended June 30, 2002 compared
to 484,000 tons for the three months ended June 30, 2001.

Despite higher shipments, operating expenses declined to $265.7
million for the three months ended June 30, 2002 from $274.2
million for the three months ended June 30, 2001.  Cost of sales
declined by $9.5 million in the quarter as a result of physical
and valuation adjustments to scrap, coal and ore inventories.
Unit operating costs declined in the quarter due to the
production efficiency of higher volumes and restructuring
savings.

Operating income for the three months ended June 30, 2002 was
$21.5 million, an improvement of $64.8 million over the $43.3
million operating loss reported for the three months ended June
30, 2001.

Financial income for the three months ended June 30, 2002 was
$0.7 million compared to $1.8 million income for the three
months ended June 30, 2001.  Financial income for the three
months ended June 30, 2002 comprises of a foreign exchange gain
of $9.5 million, (primarily on the U.S. denominated long-term
debt), offset by interest expense of $8.8 million.  For the
three months ended June 30, 2001, a foreign exchange gain of
$22.2 million was primarily on the U.S. denominated long-term
debt, offset by interest expense of $20.4 million.

The Company implemented fresh start accounting effective January
31, 2002 and, as a result, year-to-date net income is reported
for the five months ended June 30, 2002.  Net income in the
post-restructuring period of February to June, 2002 was $17.2
million.

On a comparable six-month period ending June 30, 2002, a net
loss of $8.9 million is reported compared to a $184.5 million
net loss for the six-month period ending June 30, 2001.  The
lower net loss can be attributed to lower reorganization
expenses, a significant accounts receivable write-off reported
in 2001, improved selling prices, higher shipments and lower
operating expenses.

Income tax expense for the three and five-month periods ended
June 30, 2002 differs from the amount determined using the
Company's statutory manufacturing and processing tax rate of 33%
due to the utilization of tax loss carryforwards, the benefit of
which had not previously been recognized.

                Financial Resources and Liquidity

The Company reported cash flow from operations of $27.6 million
for the three months ended June 30, 2002 compared with $2.1
million for the three months ended June 30, 2001 due to the
improvement in operating results.  Capital expenditures for the
three months ended June 30, 2002 of $5.5 million compared to
expenditures of $6.1 million for the three months ended June 30,
2001.  The improvement in cash flow for the three months ended
June 30, 2002 resulted in a repayment of $22.1 million in bank
indebtedness.  Bank indebtedness declined from $76.6 million as
at March 31, 2002 to $54.5 million at June 30, 2002.  Unused
availability under the revolving credit facility at June 30,
2002 was $99 million.

During the second quarter, U.S. $22.7 million principal value of
the 1% Notes was converted at the holder's option into 3.6
million common shares, resulting in $11.1 million of the equity
component and $1.9 million of the debt component being
transferred to share capital.

                      Organizational Changes

During the quarter, the Company announced the following
executive appointments.

Glen Manchester has been appointed to the position of Senior
Vice President - Corporate Development.  Keith McKay has been
appointed to the position of Vice President - Finance and Chief
Financial Officer.

Algoma had previously announced that Mr. Alexander Adam will be
stepping down as President and Chief Executive Officer and that
a search for a new President and Chief Executive Officer is
underway.

                              Trade

The results of the injury phase of the Canadian Steel Safeguard
investigation before the Canadian International Trade Tribunal
(CITT) were announced on July 5, 2002.  Nine product categories
were under individual review and three of these (carbon plate,
cold rolled sheet and hot rolled sheet) are products
manufactured by Algoma Steel.  The CITT found injury in the
plate and cold rolled sheet product categories and these
products are now part of the remedy phase of the investigation.
The CITT's recommendations on remedy to the Government of Canada
are expected on August 19, 2002.  The CITT did not make a
finding of injury for the Company's principal product, hot
rolled sheet.  The Company, along with the other producers of
hot rolled sheet, are carefully monitoring the volume and
pricing of hot rolled sheet imports.  The Government of
Canada has stated that it will act immediately if another surge
in imports occurs.

An anti-dumping order covering imports of certain hot rolled
carbon steel plate originating in or exported from Mexico, the
People's Republic of China, the Republic of South Africa and the
Russian Federation is due to expire in late October 2002.  The
CITT has initiated an expiry review to determine whether the
order should be renewed.  A decision by the CITT is expected in
early January 2003.

                           Outlook

The current strong markets are expected to continue through the
third quarter.  Further improvement is expected in steel prices
based on previously announced increases on sheet and plate
products.  Market conditions for the fourth quarter are less
certain, particularly in light of the adverse finding on hot
rolled sheet in the safeguard investigation.

The steelmaking operation is scheduled to be curtailed for
approximately six days in October to complete maintenance on the
blast furnace.

DebtTraders reports that Algoma Steel Inc.'s 12.375% bonds due
2005 (ALGC05CAR1) are trading between 25 and 30. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGC05CAR1
for real-time bond pricing.


ALGOMA STEEL: DDJ Capital Management Discloses 5.6% Equity Stake
----------------------------------------------------------------
DDJ Capital Management, LLC beneficially owns 1,359,559 shares
of the common stock of Algoma Steel Inc., representing 5.6% of
the outstanding common stock of Algoma. The firm has sole powers
of voting and disposition over the entire amount held.  Both DDJ
Capital III, LLC and B III Capital Partners, L.P. beneficially
own 286,330 shares of the common stock of the Company, which
represents. 1.2% of the outstanding shares, respectively.

DDJ and DDJ Capital, as investment adviser and general partner,
respectively, to B III, may be deemed the B III Capital
Partners, L.P. beneficial owner of 286,330 shares held by B III,
including 114,560 shares that would be obtained upon conversion
of $716,000 face amount of the Company's 1% Convertible Notes.
DDJ as investment manager to B III, for an institutional
investor and as investment advisor to DDJ Canadian High Yield
Fund, a closed-end investment trust established under the laws
of the Province of Ontario Canada, may be deemed the beneficial
owner of 1,359,559 shares, including 543,830 shares that would
be obtained upon conversion of $3,399,000 face amount of the
Company's 1% Convertible Notes.

DDJ is a Massachusetts limited liability company; DDJ Capital is
a Delaware limited liability company; B III is a Delaware
limited partnership.

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer. Revenues are
derived primarily from the manufacture and sale of rolled steel
products including hot and cold rolled sheet and plate.

                            *   *   *

As reported in the February 22, 2002 issue of Troubled Company
Reporter, Algoma Steel Inc., (TSE:ALG) announced that its
20,000,000 new Common Shares created and issued pursuant to the
implementation of the Company's Plan of Arrangement and
Reorganization will be listed and posted for trading on the
Toronto Stock Exchange on  Thursday, February 21, 2002. The new
Common Shares will trade under the symbol AGA. Under the Plan,
former holders of the Company's First Mortgage Notes received
15,000,000 new Common Shares; employees received 4,000,000 new
Common Shares; and unsecured creditors who did not elect to
receive cash in respect of their unsecured claims received
1,000,000 new Common Shares.

The Company's old Common Shares (symbol ALG) were cancelled
under the Plan and holders of the old Common Shares are not
entitled to receive any new Common Shares. Certificates
representing the old Common Shares have no value and will not be
accepted in settlement of trades of Common Shares of the
Company.


AMERICAN HOMEPATIENT: Files Chapter 11 Petition in Tennessee
------------------------------------------------------------
American HomePatient, Inc., (OTC: AHOM) has filed voluntary
petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code in order to restructure its bank debt.
The petitions were filed late Wednesday in the U.S. Bankruptcy
Court for the Middle District of Tennessee.

American HomePatient is proposing a "100-percent plan," meaning
that creditors and vendors can expect to receive all that they
are owed, either immediately or over time with interest. Company
shareholders, including employee shareholders, will retain their
equity, and no layoffs are expected as a result of the filing.
This action will have no impact on the Company's existing joint
ventures with unrelated parties.

The Court is expected to consider the Company's first-day
motions seeking appropriate relief regarding employees,
customers and other customary initial matters at a first-day
hearing anticipated to occur today.

The Company elected to seek Court protection in order to
facilitate restructuring of its debt while continuing to
maintain normal business operations in all of the Company's
nearly 300 branch offices across the country. The filing is
necessary because, as previously disclosed, American HomePatient
does not have sufficient funds to repay the outstanding balance
of $275.4 million on its Bank Credit Facility when it matures on
December 31, 2002. In the post-filing time period, American
HomePatient will use its strong cash flow and cash on hand to
fund day-to-day operations, including payroll, all existing
employee benefits, and payments to vendors and contractors for
post-filing invoices. Over the last several years, American
HomePatient has attempted to reach a long-term agreement to
restructure its bank debt outside of court, but because it has a
large, diverse lender group, including a number of non-
traditional participants, this has not been possible.

"The Chapter 11 filing is a positive, absolutely necessary step
that will provide us with a permanent fix to our bank-debt
situation," said Joseph F. Furlong III, American HomePatient's
president and chief executive officer. "For several years, we
have operated on year-to-year extensions of our existing bank
debt. Now we have an opportunity for a long-term solution that
will allow us to fully pay all creditors, while providing a
foundation for future Company growth that will benefit our
existing shareholders."

"We will continue with business-as-usual in all other aspects of
our Company while restructuring our bank debt - serving
customers, providing employment, and maintaining strong
relationships with referral sources, business partners, and the
communities in which we operate," Mr. Furlong said.

"We have strong cash flow and significant cash on hand, and we
intend to use those resources to fund operations while under the
court's protection," he added. "We fully expect to emerge from
Chapter 11 protection within about nine months with a new long-
term bank loan facility that will be paid in full over time."

Founded in 1983, American HomePatient is one of the nation's
largest diversified home health care providers, supplying home
medical products and services through 286 centers located across
the United States. Its product and service offerings include
respiratory and infusion therapy, enteral and parenteral
nutrition, and medical equipment for patients in their home.
American HomePatient's common stock is currently traded over-
the-counter under the symbol AHOM. Additional information about
the Company is available at http://www.ahom.com


AMERICAN HOMEPATIENT: Case Summary & Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: American Homepatient Inc., a Delaware Corporation
              5200 Maryland Way, Suite 400
              Brentwood, TN 37027-5018

Bankruptcy Case No.: 02-08915

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Designated Companies, Inc.                 02-08916
      AHP Finance, Inc.                          02-08917
      American Homepatient, Inc.                 02-08918
      American Homepatient Of New York, Inc.     02-08919
      National Medical Systems, Inc.             02-08920
      Sound Medical Equipment, Inc.              02-08921
      The National Medical Rentals, Inc.         02-08922
      National IV., Inc.                         02-08923
      American Homepatient Of Arkansas, Inc.     02-08924
      American Homepatient Of Navada, Inc.       02-08925
      Volunteer Medical Oxygen & Hospital
       Equipment Co.                             02-08926
      Allegheny Respiratory Associates, Inc.     02-08927
      American Homepatient of Illinois, Inc.     02-08928
      American Homepatient of Texas, L.P.        02-08929
      AHP, L.P.                                  02-08930
      AHP Home Medical Equipment Partnership of
       Texas                                     02-08931
      Colorado Home Medical Equipment
       Alliance, LLC                             02-08932
      Northeast Pennsylvania Alliance, LLC       02-08933
      Northwest Washington Alliance, LLC         02-08934
      AHP Home Care Alliance of Tennessee        02-08935
      AHP Alliance of Columbia                   02-08936
      AHP Knoxville Partnership                  02-08937
      AHP Home Care Alliance of Gainesville      02-08938
      AHP Home Care Alliance of Virginia         02-08939

Type of Business: The Company provides home health care
                   services and products consisting primarily of
                   respiratory and infusion therapies and the
                   rental and sale of home medical equipment and
                   home care supplies.

Chapter 11 Petition Date: July 31, 2002

Court: Middle District of Tennessee

Debtors' Counsel: Glenn B. Rose, Esq.
                   Harwell Howard Hyne Gabbert & Manner, PC
                   315 Deaderick Street, Suite 1800
                   Nashville, TN 37238-1800
                   Phone: 615-256-0500
                   Fax: 615-251-1058

Total Assets: $269,240,077

Total Debts: $322,129,850

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Invacare                   Trade                    $2,828,892
33416 Treasury Center
Chicago, Illinois
  60694-3400
Fax: 800-678-4682

Respironics, Inc.          Trade                    $2,446,920
1010 Murry Ridge Lane
Murrysville, PA 15668
Fax: 800-886-0245

Resmed Corp.               Trade                      $889,330
14040 Danielson Street
Poway, CA 92064

Ross Products Division     Trade                      $631,165
75 Remittance Drive
Chicago, Illinois 60675-1310

Invacare Supply Group      Trade                      $623,466
75 October Hill Road
Holliston, MA 01746

Mallinckrodt               Trade                      $617,211
675 McDonnell Blvd.
Hazelwood, MO 63042

Medtronic Minived          Trade                      $279,332
18000 Devonshire Street
Northridge, CA 91325
Fax: 888-268-0200

Amerisource Corporation    Trade                      $260,000
100 Friars Blvd.
Thorofare, NJ 08086
Fax 610-727-3600

Kendall Healthcare         Trade                      $245,426
  Products Co.

Mada Medical Products      Trade                      $235,395

Chad Therapeutics          Trade                      $212,460

Medical Specialties        Trade                      $204,869

Western                    Trade                      $193,363

Sunrise Medical HHG Inc.   Trade                      $186,810

Pride Mobility Products    Trade                      $172,272
  Corp.

Salter Labs                Trade                      $128,799

Mead Johnson Nutr Group    Trade                      $116,422

Nestle USA, Inc.           Trade                       $85,697

Novartis Nutrition Corp.   Trade                       $81,935

Fisher & Pykel Healthcare  Trade                       $79,780



ARCHDIOCESE OF BOSTON: Goodwin Procter Giving Bankruptcy Counsel
----------------------------------------------------------------
"In recent days," the Boston Globe reported Friday morning,
"attorneys for the archdiocese have discussed the pros and cons
of filing for bankruptcy with Daniel M. Glosband of the law firm
Goodwin Procter, one of the city's top bankruptcy lawyers."  At
a press conference Friday afternoon, Chancellor David Smith
confirmed the report.

The Archdiocese of Boston is named as a defendant in scores of
lawsuits alleging sexual abuse by clergy members.  The
Archdiocese, apparently, is considering chapter 11 protection as
a way to manage large judgments on account of more than 400
known claims.  On the business side, contributions to the church
have fallen sharply this year.

"It is true that in the process of considering all possible
options in pursuit of a global settlement," Chancellor Smith
told reporters Friday, "legal counsel has been authorized to
review how bankruptcy law might apply to the Archdiocese."
Chancellor Smith was quick to add that no recommendation has
been received and no decision has been made.

Unidentified church advisers told Stephen Kurkjian and Michael
Rezendes at the Globe that "a bankruptcy filing would have an
immediate positive effect on the archdiocese's legal and
financial status because it would stall the process of
litigating sexual abuse claims for weeks and possibly months
while a US bankruptcy court judge took overall control of the
cases."

Last week, attorneys bickered before Suffolk County Superior
Court Judge Constance Sweeney over whether or not a $30 million
settlement pact with 86 plaintiffs was a binding agreement.  The
plaintiffs say it is and the Archdiocese says it isn't.
Cardinal Bernard Law testified Friday that he never thought the
deal was done.  Mitchell Garabedian, Esq., grilled Cardinal Law
for two hours about why statements to the press following church
officials' signing of a document didn't say "proposed
settlement" if that's what the church thought it was.  "I wish
that I had used the term 'proposed settlement,' Cardinal Law
told Mr. Garabedian, lamenting that he "did not use that term.
My intent was certainly to convey that, because I was not under
the illusion that that settlement was a fact."  Cardinal Law
explained that the church's finance counsel hadn't approved the
payment and then said it wouldn't because the archdiocese didn't
have the money.  The Suffolk County hearings before Judge
Sweeney continue this week.

An involuntary petition brought against the church is impossible
because 11 U.S.C. Sec. 303(a) prohibits that.  A couple of
wrinkles in a voluntary chapter 11 filing by the Archdiocese
include:

      (A) as in all mass tort cases, the Bankruptcy Court can't
          liquidate individual tort claims;

      (B) 11 U.S.C. Sec. 1112(c) prohibits conversion of the case
          to a chapter 7 liquidation unless the debtor makes the
          request;

      (C) having the words church, sex and bankruptcy appear on
          the front page of the newspaper has to be the ultimate
          PR nightmare;

      (D) lawyers will be scrambling to figure-out what, exactly,
          a "corporation sole" is (Black's defines it as a
          continuous legal personality attributed to successive
          holders of ecclesiastical positions, like bishops), how
          it functions and what import that has in the bankruptcy
          context;

      (E) how would the Archdiocese fund a chapter 11 plan?  By
          selling assets (Boston land and tax records indicate
          the church owns 249 pieces of real estate assessed at
          $220 million) or by asking for donations?

      (F) what role would the Holy See and the Holy Father play
          if the Archdiocese sought protection from creditors?
          According to the new "Fundamental Law of the State of
          Vatican City" signed by Pope John Paul II on November
          26, 2000, he possesses the abundance of the
          legislative, implementing and judicial power as head of
          the Vatican State.  Would any judgment against the
          Vatican from any U.S. court ever be enforceable?

The Globe reports that Roderick MacLeish Jr., Esq., at Greenberg
Traurig, representing more than 200 alleged victims, sees no
reason for a bankruptcy filing any time soon.  Aetna and Kemper,
the church's major insurers, can provide $100 million of
coverage to the Archdiocese and Ms. MacLeish thinks a
comprehensive settlement is in the works.

Wilson Rogers, Jr., Esq., at The Rogers Law Firm, P.C., serves
as General Counsel to the Roman Catholic Archbishop of Boston.
J. Owen Todd, Esq., at Todd & Weld LLP, and President of the
Massachusetts Trial Lawyers Association, also represents the
Archdiocese.



BEYOND.COM: Completes Sale of Gov't Systems Group to Softchoice
---------------------------------------------------------------
Softchoice Corporation (TSX Venture Exchange: SO), has completed
the acquisition of substantially all of the assets and customer
contracts related to Beyond.com Corporation's Government Systems
Group for US$3.1 million in cash. The purchase of assets was
conditional upon certain closing conditions, including
bankruptcy court approval, which have now been satisfied.

The acquisition provides Softchoice with significantly greater
access into the U.S. federal government market, which is
predicted to spend $6.4 billion on software in 2002 and $9.6
billion by 2005 according to Gartner. Through the acquisition,
Softchoice will increase its U.S. government customer base,
sales reach and the number of General Services Administration
authorizations that are required to sell software to the U.S.
federal government. Softchoice will now be authorized to sell
products manufactured by industry leaders including Microsoft,
Adobe and Network Associates to the U.S. federal government.

Beyond.com's Government Systems Group provides software and
related services to United States government agencies including
the Department of Defense, the Department of Treasury and the
Department of Energy. The purchase of Beyond's GSG is viewed as
a natural extension of Softchoice's current business model; a
model that has successfully focused on helping corporate
customers find, buy and manage software since 1989.

"Softchoice is thrilled about working with our new government
customers and we're committed to delivering the software
purchasing expertise and exceptional customer service that have
made us an industry leader for over 12 years," said Dave
MacDonald, President, Softchoice Corporation. "The government
sector is one of the fastest growing and most consistent
customer segments in the U.S. economy, and the completion of
this deal presents a major opportunity for Softchoice to
capitalize on a large market space previously unavailable to us.
The GSA authorizations provide Softchoice with the platform and
long term strategy to strengthen our position as a leading
software provider to the U.S. marketplace."

Through the deal, Softchoice will receive Beyond.com's ATLAS
License Management Technology, an automated software license
distribution management system for network administrators, as
well as key personnel who will work out of Softchoice's
Washington DC office in order to ensure existing government
contracts continue to receive the most effective service.

Softchoice is not assuming liabilities of Beyond.com other than
obligations under the Beyond.com Government Systems Group client
contracts.

Softchoice provides businesses and organizations of all sizes
with a fast, flexible, and cost-effective way to research, buy
and manage their software resources. Softchoice is a single
source for a vast selection of industry leading software brands
- offering more than 200,000 products from approximately 4,000
publishers. Softchoice delivers exceptional service through a
network of highly trained outbound sales and customer service
representatives, technical product specialists, licensing
experts, eBusiness tools and strategic partnerships with leading
software publishers. Headquartered in Toronto, Softchoice
currently has 32 branches in operation with 27 branches located
in the U.S. and five branches in Canada. Visit Softchoice at
http://www.softchoice.com

Softchoice revenues for the nine months ended December 31, 2001
were $401.4 million and net income was $5.14 million for the
same period. The Company has demonstrated a compound annual
growth rate of approximately 60% over the last five years.

Softchoice stock is listed on the TSX Venture Exchange under the
trading symbol "SO". An application for listing on the Toronto
Stock Exchange has been filed.

Beyond.com Corporation filed a voluntary petition under Chapter
11 of the United States Bankruptcy Code in order to effect the
sale of its two operating businesses, eStores Group and
Government Systems Group. Beyond's eStore Group was a leading
provider of e-commerce technology and services. Beyond's eStore
Group was sold on March 31, 2002, subject to pending court
approval. For more information visit: http://www.beyond.com


BORDEN CHEMICALS: Panel Balks at Ethylene Pacts Bidding Protocol
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Borden Chemicals and Plastics
Operating Limited Partnership and its debtor-affiliates objects
to the Debtors' proposed Ethylene Contracts Bidding Procedures.

The Committee alleged that the Debtors are "once again creating
emergencies while failing to provide the Committee with proper
notice."  The Committee argues that the Court should not
tolerate the Debtors' actions to treat every controversial
matter as an "emergency" and failing to comply with the notice
requirement.

In the Bidding Procedures Motion, the Debtors seek an authority
to accept a bid from Georgia Gulf for as little as $2.1 million
for the sale of Ethylene supply contracts with Shell Chemical.
The Debtors estimate that Shell's cure claim in connection with
the Ethylene Contracts will be approximately $3.37 million.

The Committee argues that Georgia Gulf's bid, which includes a
maximum $2 million allotment for payment of cure claims, would
not benefit the Debtors' estates but would instead render them
liable to Shell for cure of pre-assumption defaults. "To
consummate such a sale would be nonsensical," Kimberly E. C.
Lawson, Esq., at Reed Smith LLP, in Wilmington, Delaware, adds.

Moreover, the Debtors have not determined any immediate need for
them to assume or reject the Ethylene Contracts. The Committee
wonders why the Debtors seek authority to make a net payment of
at least $1.37 million to assign the Ethylene Contracts to
Georgia Gulf.

The Committee explains that in light of the extremely low dollar
value of the Georgia Gulf bid and the Debtors' representations
regarding their vigorous marketing efforts, it appears that
securing a bid that exceeds the amount of the Shell Cure Claim
is not high. The Committee submits that incurring further
administrative expense to see the proposed bidding and auction
process through to its conclusion is not justified at this time.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 protection on April 3,
2001. Michael Lastowski, Esq., at Duane, Morris, & Hecksher
represents the Debtors in their restructuring efforts. Kurt F.
Gwynne, Esq., and Kimberly E. C. Lawson, Esq., at Reed Smith LLP
represent the Official Unsecured Creditors' Committee in these
chapter 11 proceedings.

DebtTraders reports that Borden Chemical & Plastics' 9.500%
bonds due 2005 (BCPU05USR1) are quoted between 0.5 and 2. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1
for more real-time bond pricing.


CLEAN HARBORS: S&P Upgrades Corporate Credit Rating to BB-
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Clean Harbors Inc., to double-'B'-minus from single-
'B', citing improvements in the waste management firm's business
and financial profiles. At the same time, Standard & Poor's
assigned its double-'B' rating to the company's proposed $200
million senior secured credit facilities, based on preliminary
terms and conditions. The outlook is positive.

The upgrade reflects a material improvement in both business and
financial profiles stemming from the pending acquisition of
Safety-Kleen Corp.'s (which is in Chapter 11 bankruptcy)
Chemical Services Div., for $46 million in cash and the
assumption of $265 million of environmental liabilities.

The CSD transaction, scheduled to close in the third quarter,
would make Clean Harbors the largest hazardous waste management
firm in the U.S., with revenues of about $750 million, compared
with approximately $250 million for Clean Harbors alone. The
combined entity, including anticipated synergies, should
generate significantly higher operating margins and cash flow.
Pro forma EBITDA is expected to be around $115 million (Clean
Harbors alone had EBITDA of $29 million in 2001), with
synergies, when fully realized, accounting for a significant
portion of that amount.

In addition to debt incurred in the transaction, Clean Harbors
will assume sizable liabilities related to closure/post-closure
and remediation spending, with combined payments estimated at
about $100 million in the next five years. However, the
company's cash flow should be sufficient to meet those
obligations.

The combined entity provides collection, transportation,
treatment, and disposal of hazardous and industrial wastes
serving 38,000 customers (including a vast majority of Fortune
500 companies) through 44 facilities in 40 states, Canada, and
Puerto Rico. The operating environment remains challenging,
characterized by an uncertain economy, ongoing efforts by
companies to reduce the amount of waste they generate, fewer
large-scale remediation projects generating waste, direct
shipment by generators of waste to the ultimate treatment or
disposal location, and overcapacity in some sectors. Still,
considerable consolidation among major vendors in the mid to
late 1990s reduced industrywide overcapacity, which lessened
pricing pressures. There are also regulatory initiatives in
incineration, scheduled to become effective in 2003, which could
close a number of incompliant facilities. As a result, waste
volumes to be treated by commercial incinerators should rise.
That driver, coupled with a trend of increasing outsourcing and
use of preferred service providers (such as Clean Harbors) by
waste generators, is expected to lead to modest growth over the
next several years.

There is potential that a combination of synergies, if achieved,
anticipated debt reduction, and industry trends could improve
the financial profile to a level that would warrant a higher
rating in the intermediate term.


COMDISCO INC: Court Okays Huron Consulting as Financial Advisors
----------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates sought and obtained
Court authority to employ and retain Huron Consulting Group LLC
as their financial advisor, nunc pro tunc to May 6, 2002.

As financial advisor, Huron is expected to:

    (i) review financial and other information as necessary to
        maintain an understanding of the Debtors' operations and
        financial position;

   (ii) assist the Debtors with financial reporting matters
        resulting from the bankruptcy and restructuring, and any
        reports required by the Court;

  (iii) review cash or other projections and submissions to the
        Court of reports and statements of receipts,
        disbursements and indebtedness;

   (iv) assist the Debtors in formulating a plan of
        reorganization and accompanying disclosure statement;

    (v) consult with the Debtors' management and counsel with
        other business matters relating to the activities of the
        Debtors;

   (vi) assist the Debtors in the preparation of a liquidation
        analysis;

  (vii) provide expert testimony as required;

(viii) assist the Debtors in preparing communications to
        employees, customers and creditors;

   (ix) work with accountants and other financial consultants for
        the banks, committees and other creditor groups;

    (x) assist in the review of financial information and
        strategic options regarding the operations of foreign
        subsidiaries;

   (xi) provide litigation support and other information as
        specifically requested;

  (xii) provide other financial and business consulting services
        as required by the Debtors and their legal counsel; and

(xiii) assist in the management of the Ventures portfolio to
        help maximize recovery.

Huron will charge fees for its services based on the firm's
hourly rates, which are competitive in the marketplace as:

        Directors             $425 - 550
        Managers               300 - 425
        Associates             200 - 300
        Analysts               125 - 200

Huron will also seek reimbursement for necessary expenses
incurred, which includes travel, photocopying, delivery service,
postage, vendor charges and other out-of-pocket expenses.  As an
accommodation to the Debtors, Huron agreed to limit the
reimbursement of Mr. Grende's travel expenses to $3,000 per
month, plus airfare.

                         *   *   *

The Court rules that in no event will Huron be indemnified if
the Debtors, the estates, or the Committee asserts a claim
arising from Huron's own bad-faith, self-dealing, breach of
fiduciary duty, gross negligence, reckless or willful misconduct
or malpractice.

Comdisco Chief Legal Officer Robert Lackey related that the
Debtors have previously retained Arthur Andersen as their
financial advisor.  "The impact of Arthur Andersen's current
situation has directly affected the team working on the Debtors
cases and most of the members have resigned from their positions
already," Mr. Lackey states.  Most of these professionals
however have transferred to Huron.

Mr. Lackey explained that the people at Huron who worked as part
of the Andersen team working on the Debtors' cases have been
integral in:

    -- their examination of the Debtors' assets in Europe,

    -- their analysis of the over 4,000 claims filed against the
       estate,

    -- the formulation of a liquidation analysis and disclosure
       statement, and

    -- the restructuring and management of the Venture portfolio.
       (Comdisco Bankruptcy News, Issue No. 32; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


CONOCO CANADA: Completes Tender Offer for Gulf Indonesia Shares
---------------------------------------------------------------
Conoco Canada Resources Limited, a wholly owned subsidiary of
Conoco Inc. (NYSE: COC), and Gulf Indonesia Resources Limited
(NYSE: GRL) announced that the subsequent offering period of
Conoco Canada's tender offer for all the outstanding shares of
Gulf Indonesia not owned by Conoco Canada expired at 6:00 p.m.
New York time on July 30, 2002.

During the subsequent offering period, 6,117,210 shares of Gulf
Indonesia were tendered in the Offer and not properly withdrawn.
The shares tendered during the subsequent offering period,
together with the Gulf Indonesia shares purchased by Conoco
Canada following the initial offering period, represent 97.1% of
the total number of outstanding shares of Gulf Indonesia not
owned by Conoco Canada. Shareholders of Gulf Indonesia who
tendered their shares during the subsequent offering period
received the same U.S.$13.25 per share cash consideration paid
to shareholders who tendered during the initial offering period.
All remaining shares of Gulf Indonesia not tendered into the
Offer will be promptly acquired by Conoco Canada pursuant to a
compulsory acquisition effected under the laws of New Brunswick,
Canada. As a result of the compulsory acquisition, Gulf
Indonesia will become a wholly owned subsidiary of Conoco
Canada. Holders of shares of Gulf Indonesia who have not
tendered their shares in the Offer will receive the same
U.S.$13.25 per share in cash in the compulsory acquisition
unless they exercise dissent rights.

JP Morgan and Merrill Lynch & Co., are acting as dealer-managers
to Conoco and Conoco Canada in connection with this transaction.
In addition, Innisfree M&A Incorporated is acting as information
agent in connection with this transaction. Gulf Indonesia
Resources Limited, headquartered in Jakarta, Indonesia, is an
upstream oil and gas company.

Conoco Canada Resources Limited is a Canadian based exploration
and production company with primary operations in Western
Canada, Indonesia, the Netherlands and Ecuador.

Conoco Inc., is a major, integrated energy company active in
more than 40 countries.


CONSOLIDATED PROPERTIES: Closes $2MM Sale of South Airways Bldg.
----------------------------------------------------------------
R. Scott Hutcheson, President of Consolidated Properties Ltd.,
announced that the Company has completed the sale of South
Airways Building for proceeds of $2.1 million, resulting in a
pre-tax gain of approximately $700,000.

Mr. Hutcheson stated "I am pleased to announce that this
transaction completes the disposition of all non-core Calgary
based real estate assets, thus better enabling us to focus our
management efforts on our Calgary based downtown office
portfolio."

Consolidated Properties Ltd. (TSE: COP) is a publicly traded,
real estate company whose common shares are listed on the
Toronto Stock Exchange.

                         *   *   *

As previously reported, R. Scott Hutcheson, President of
Consolidated Properties Ltd., announced that the Company has
completed two separate real estate transactions; one including
two retail properties and the other an industrial asset.
Proceeds of disposition were approximately $18.325 million.

The properties disposed included Humboldt Mall and Southland
Mall, retail centers in Humboldt, Saskatchewan and Winkler,
Manitoba and Supply Chain Distribution Center, an industrial
warehouse property in Calgary, Alberta.

Proceeds from the disposition of these assets are being utilized
to repay a $3,742,000, 8% Convertible Debenture due July 11,
2002.


CORNING: S&P Lowers Ratings on Two Synthetic Transactions to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
synthetic transactions related to Corning Inc. to double-'B'-
plus from triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                       RATINGS LOWERED
            Corporate Backed Trust Certificates Corning
               Debenture-Backed Series 2001-28 Trust

      $12.843 million corning debenture-backed series 2001-28

                             Rating
                Class     To        From
                A-1       BB+       BBB-

          Corporate Backed Trust Certificates Corning
            Debenture-Backed Series 2001-35 Trust

     $25.2 million corning debenture-backed series 2001-35

                             Rating
                Class     To        From
                A-1       BB+       BBB-


CORRPRO COS.: Expects to Complete Financial Statements by Friday
----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), the leading provider of
corrosion protection engineering services, systems and
equipment, announced that it now believes the audit of its
financial statements for the fiscal year ended March 31, 2002
will be completed by August 9, 2002 and that it plans to file
its amended Form 10-K, including its audited financial
statements, with the Securities and Exchange Commission by
August 12, 2002.  At that time the Company will announce its
earnings for the fourth quarter and fiscal year ended March 31,
2002.

The Company cited further unanticipated delays in completion of
the audit of its financial statements.  These delays are
attributable to the previously announced Audit Committee
investigation of accounting irregularities at the Company's
Australian subsidiary and the inability of the Company and its
auditors to access and review information that was in the
possession of the Australian Securities and Investments
Commission.  Further, developments in pending negotiations with
the Company's lenders could impact the disclosures to be
included in the Company's Annual Report on Form 10-K.

The Company also announced that it would be mailing its annual
report to shareholders promptly after filing its amended Form
10-K with the Securities and Exchange Commission.  The Company
expects that its revenues will be within the range of $171.7
million to $172.7 million, and that its net loss will be an
improvement from the range of $19.2 million to $20.2 million, of
the preliminary unaudited results discussed in the Company's
press release of July 17, 2002.

                           *    *    *

As reported in Troubled Company Reporter's July 19, 2002,
edition, the Company said it was not in compliance with certain
provisions of its existing senior secured credit agreement and
its senior note facility.  The Company continues to hold
discussions with its bank group and the holder of its senior
notes concerning the Company's non-compliance and its plans for
operational changes and debt reduction.  With the assistance of
strategic financial advisors, the Company has developed and is
implementing plans for operational changes and debt reduction,
which form the basis for ongoing discussions with its senior
lenders concerning previously reported covenant violations and
other alternatives for financing the business on an ongoing
basis. There can be no assurance, however, that the Company will
be able to complete negotiations or amendments to its existing
loan agreements, and failure to do so will have a material
adverse effect on the Company's liquidity and financial
condition and may have an impact on its ability to operate as a
going concern.


CYGNIFI DERIVATIVES: Court Approves Amended Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the First Amended Disclosure Statement of Cygnifi
Derivatives Services, LLC.  The Court rules that the Debtor's
First Amended Disclosure contains "adequate information" as
defined in Sec. 1125 of the Bankruptcy Code.

A hearing to consider confirmation of the First Amended
Liquidating Chapter 11 Plan is scheduled on August 21, 2002 at
9:45 a.m. before this Court.  Meanwhile, the Debtor and the
Creditors' Committee are authorized to proceed with soliciting
acceptances of the First Amended Plan from the Company's
creditors.

Any objections to confirmation of the First Amended Plan must be
received on or before August 14, 2002 at 4:30 p.m. by:

      i) Counsel for the Debtor
         Attn: Marc E. Richards, Esq. and
               Craig A. Damast, Esq.,
         Blank Rome Tenzer Greenblatt LLP
         405 Lexington Avenue, New York
         New York 10174

     ii) Counsel for the Creditors' Committee
         Attn: Andrew I. Silfen, Esq. and
               Schuyler G. Carroll, Esq.
         Olshan Grundman Frome Rosenzweig & Wolosky LLP
         505 Park Avenue
         New York, New York 10022, and

    iii) Office of the United States Trustee
         Attn: Brian Masumoto, Esq.
         33 Whitehall Street, 21st Floor
         New York, New York 10004

Cygnifi Derivatives Services, LLC filed for Chapter 11 petition
on October 3, 2001. Marc E. Richards, Esq., at Blank Rome Tenzer
Greenblatt, LLP represents the Debtor in its restructuring
effort. When the Company filed for protection from its
creditors, it listed total assets of $34,200,000 and $5,100,000
in total debts.


DADE BEHRING: Files Prepack Plan and Disclosure Statement in IL
---------------------------------------------------------------
Dade Behring Holding, Inc., and its debtor-affiliates, file
their Joint Plan of Reorganization and Disclosure Statement to
the U.S. Bankruptcy Court for the Northern District of Illinois.
Full-text copy of the Plan and the Disclosure Statement are
available for a fee at:

   http://www.researcharchives.com/bin/download?id=020801212050

                           and

   http://www.researcharchives.com/bin/download?id=020801211839

According to the Plan, each Holder of an Allowed Bank Claim
shall receive its Pro Rata share of

      i) $400 million in Cash (to be paid from the proceeds of
         the New Senior Term Debt); and

     ii) New Senior Subordinated Notes in an aggregate principal
         amount of $327 million; and

    iii) 26,352,941 shares (representing 66-2/3% of the New
         Common Stock excluding the New Common Stock issued or to
         be issued pursuant to the Management Incentive Plan), of
         the New Common Stock to be issued to Holders of Allowed
         Bank Claims or Allowed Existing Subordinated Note
         Claims.

Each Holder of an Allowed Existing Subordinated Note Claim shall
receive its Pro Rata share of 13,176,471 shares (representing
33-1/3% of the New Common Stock), of the New Common Stock.

All existing common and preferred Equity Interests in Dade,
including any warrants or vested or unvested options to purchase
Equity Interests in Dade, shall be canceled on the Effective
Date. All Equity Interests in DBI and its Subsidiaries shall
continue to be held by Dade and its Subsidiaries in the same
manner as Dade or the applicable subsidiary held such Equity
Interests prior to the commencement of the Chapter 11 Cases.

Under the Plan, Claims against and Equity Interests in the
Debtors are divided into Classes. Certain unclassified Claims,
including Administrative Expense Claims and Priority Tax Claims
and certain Other Priority Claims will receive payment in Cash
either on the Distribution Date, or in installments over time as
permitted by the Bankruptcy Code or as agreed with the Holders
of such Claims. All other Claims and all Interests are
classified into Classes for each Debtor and will receive the
distributions and recoveries (if any) under the Plan.

The Debtors comprise the sixth largest manufacturer and
distributor of in vitro diagnostic (IVD) products in the world.
The Debtors primarily sell diagnostic systems that include
instruments, reagents, consumables, service and date management
systems. Of the total estimated $20 billion annual global IVD
market, the Debtors serve a $12 billion segment targeted
primarily at clinical laboratories. The Company filed for
chapter 11 protection on August 1, 2002. James Sprayregen, Esq.,
at Kirkland & Ellis represents the Debtors in their
restructuring efforts.


DENNY'S CORP: Equity Deficit Tops $328 Million At June 26, 2002
---------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY), formerly Advantica Restaurant
Group, Inc., formerly Flagstar Corporation, reported results for
its second quarter ended June 26, 2002. Highlights at Denny's
for the second quarter included:

      --  Same-store sales for the quarter declined by 0.4
percent at Denny's company restaurants.

      --  Revenue at company restaurants decreased $24.7 million
to $217.5 million for the quarter as a result of 75 fewer
company restaurants.

      --  Despite lower revenue, operating income and EBITDA for
the quarter increased $28.4 million and $4.4 million,
respectively, over the same period last year.

      --  Denny's posted net income of $16.2 million for the
quarter due primarily to a $19.2 million nonoperating gain which
resulted from the senior note exchange completed in April.

      --  The Denny's system closed 5 company and 18 franchised
restaurants during the quarter; total units closed during the
last twelve months were 49 and 74, respectively.

      --  Denny's opened 12 franchised restaurants during the
quarter, bringing the total units opened during the last twelve
months to 45.

      --  On July 10, 2002 (subsequent to quarter-end), Denny's
completed the divestiture of its subsidiary, FRD Acquisition
Co., which is the parent company of the Coco's and Carrows
restaurant brands.

Commenting on the Company's results for the second quarter,
Nelson J. Marchioli, Denny's president and chief executive
officer, said, "I am proud to announce the Company's initial
quarterly results under our new name, Denny's Corporation,
following the long anticipated divestiture of our FRD
subsidiary. This completes our transition from a restaurant
holding company to a one-brand entity, which will allow us to
focus all of our time and resources on Denny's - America's
leading family dining chain.

"We experienced softer than expected sales during the quarter as
our Denny's Grand Slam 25th Anniversary promotion has not
generated the same customer traffic growth as last summer's
Grand Slam program. After the current promotion ends in
September, we expect to refocus our marketing message to
highlight new menu items and better promote all dayparts.

"We are pleased, however, that despite weak sales we experienced
increased profitability during the quarter. Our margins have
continued to benefit from the tighter cost controls and general
and administrative reductions implemented last year, as well as
from the closure of underperforming restaurants. These cost
saving measures have positioned Denny's for greater earnings
potential as we attempt to leverage our margin improvements with
future sales growth," Marchioli concluded.

                          Systemwide Sales

Denny's systemwide sales, which include sales from company-
owned, franchised and licensed restaurants, declined to $562.8
million for the second quarter compared with $578.3 million in
the prior year quarter. This decrease is attributable to a 77-
unit net reduction of restaurants in the Denny's system since
the end of the second quarter last year, resulting in 1,714
restaurants at the end of this year's quarter. Systemwide same-
store sales declined 0.9 percent, which reflects a decrease of
0.4 percent at company restaurants and a decrease of 1.2 percent
at franchised units.

                       Second Quarter Results

Revenue at company-owned Denny's restaurants for the second
quarter of 2002 decreased to $217.5 million from $242.1 million
in the same period last year. The revenue decline resulted from
a 75-unit net reduction in company restaurants since last year
which included 32 refranchising transactions and the closure of
49 underperforming units. Denny's second quarter EBITDA (as
defined below) increased to $40.3 million from $35.9 million in
the prior year despite $4.1 million less in asset sale gains.
The increase in EBITDA was attributable primarily to improved
company restaurant operating margins which benefited from the
closure of underperforming restaurants. Also contributing to the
improved margins were lower food and occupancy costs, decreased
repairs and maintenance spending as well as reduced energy
prices. In addition, EBITDA benefited from increased franchise
operating income and reduced general and administrative
expenses.

Franchise and license revenue increased slightly to $22.9
million compared with $22.3 million in the prior year quarter,
while franchise operating income increased to $15.5 million from
$13.4 million in last year's quarter. The increase in franchise
revenue resulted from higher franchise sales which led to higher
royalty income. The improvement in franchise operating income
was attributable primarily to reduced marketing expenses.

The Company reported income from continuing operations for the
quarter of $16.2 million compared with last year's second
quarter loss of $30.9 million. This year's second quarter
results include a nonoperating gain of $19.2 million
attributable to the senior note debt exchange completed in
April. In accordance with SFAS 142, the Company has combined the
excess reorganization value asset with goodwill on its balance
sheet and no longer records amortization of goodwill and certain
other intangible assets. Last year's second quarter results
included $7.9 million of amortization related to these assets,
while this year's quarter had no comparable expense. In
addition, last year's second quarter included charges for
restructuring and exit costs of $8.5 million and impairment
charges of $8.3 million, while this year's quarter contained
charges for restructuring and exit costs of $2.8 million and
impairment charges of $0.5 million.

EBITDA is defined by the Company as operating income before
depreciation, amortization and charges for restructuring, exit
costs and impairment. The Company's measure of EBITDA as defined
may not be comparable to similarly titled measures reported by
other companies.

                       Year-to-Date Results

Revenue at Denny's company-owned restaurants for the two
quarters ended June 26, 2002, decreased to $429.7 million from
$478.9 million in the prior year. This decline resulted from a
75-unit net reduction in company restaurants since last year
along with a 0.3 percent decrease in same-store sales. Franchise
and licensing revenue increased to $45.1 million, compared with
$43.8 million in the prior year as a result of increased royalty
income on higher franchise restaurant sales. Denny's EBITDA
increased to $73.5 million from $65.1 million in the prior year.
The EBITDA increase resulted primarily from improved operating
margins and lower corporate overhead, partially offset by
reduced gains from refranchising transactions.

During the two quarters ended June 26, the Company reported
income from continuing operations of $11.5 million, compared
with last year's loss of $44.2 million. The year-to-date results
last year included $16.2 million of amortization related to
goodwill and certain other intangible assets, while this year's
period had no comparable expense. In addition, year-to-date
results last year included charges for restructuring and exit
costs of $8.5 million and impairment charges of $8.3 million,
while this year's results contained charges for restructuring
and exit costs of $3.1 million and impairment charges of $0.5
million. Also, the year-to-date period this year included
nonoperating income of $19.3 million while the same period last
year included nonoperating income of $7.8 million.

                     Discontinued Operations

Subsequent to quarter end, on July 10, 2002, Denny's closed the
divestiture of its subsidiary, FRD Acquisition Co. The
divestiture was completed through FRD's Chapter 11
reorganization proceedings. Pursuant to the plan of
reorganization, FRD's unsecured creditors, who were generally
the holders of FRD's 12 1/2% senior notes, received 100% of the
reorganized equity of FRD.

As part of the transaction, Denny's received a payment of $32.5
million in connection with FRD's senior secured credit facility
where Denny's was lender. Such payment represented all
outstanding obligations under the facility less a $10 million
discount. This was the maximum amount payable to Denny's under
the plan of reorganization and settlement agreement previously
entered into between the parties and approved by the bankruptcy
court. This transaction will result in a gain from disposal of
discontinued operations of approximately $56 million in the
third quarter.

                  Revolving Credit Facility

On June 26, 2002, Denny's credit facility had outstanding
revolver advances of $62.0 million compared with $91.2 million
outstanding on March 27, 2002. The revolver balance was reduced
with cash generated from operations as well as approximately
$7.4 million of funds received under the FRD credit facility
during the second quarter. These funds were applied to the
outstanding balance of the Denny's facility and resulted in a
corresponding reduction in the facility commitment amount to
$190.7 million at quarter end. Denny's outstanding letters of
credit were $49.4 million at the end of the second quarter,
leaving a net availability of $79.3 million. Subsequent to
quarter end, Denny's received a scheduled FRD principal payment
of $3 million and the $32.5 million payment noted above. These
amounts were applied to the Denny's credit facility balance and
further reduced the commitment amount to $155.3 million. The
Company is currently considering alternatives for refinancing
its credit facility which matures on January 7, 2003.

Denny's June 26, 2002 balance sheet shows a total shareholders'
equity deficit of about $328 million.

Denny's is America's largest full-service family restaurant
chain, operating directly and through franchisees over 1,700
Denny's restaurants in the United States, Canada, Costa Rica,
Guam, Mexico, New Zealand and Puerto Rico.


DOMINO'S INC: S&P Rates $465MM Senior Secured Bank Loan at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-minus
rating to pizza delivery company Domino's Inc.'s new $465
million senior secured bank loan. Proceeds were used to
refinance the company's previous bank loan.

The double-'B'-minus corporate credit rating on the company was
also affirmed. The outlook is stable. Ann Arbor, Michigan-based
Domino's had $623 million total debt outstanding as of June 16,
2002.

"Domino's leading market position in pizza delivery, lean cost
structure, and favorable cash flow characteristics provide
support for the ratings," Standard & Poor's credit analyst
Robert Lichtenstein said. "Ratings incorporate Standard & Poor's
expectation that the company will maintain stable operating
performance and that credit measures will continue to improve."

Standard & Poor's said that Domino's has steadily improved its
operating performance. Same-store sales for domestic franchise
stores, which represent about 60% of the company's store base,
rose by 6.4% in the first half of 2002 following increases of
3.6% in 2001 and 0.1% in 2000. Moreover, operating margins
expanded to 15.6% for the 12 months ended June 16, 2002, from
14.4% in the comparable period of 2001. Profits have increased
as a result of franchise unit expansion, new product
introductions and promotions, and a modestly improving cost
structure.

The new bank facility consists of a $365 million term loan
expiring in June 2008 and a $100 million revolving credit
facility expiring in June 2007. The term loan has scheduled
amortization payments of $3.65 million per year during the first
five years and quarterly payments of about $87 million in the
final year of the agreement. The facility eliminates the
relatively high amortization payments of the previous credit
facility. Pricing is a fixed increment above LIBOR based on a
leverage ratio. Financial covenants include minimum interest
coverage, maximum leverage, and maximum capital expenditures.


ELCOM INT'L: Asks Nasdaq to Transfer Listing to SmallCap Market
---------------------------------------------------------------
Elcom International, Inc. (Nasdaq: ELCO), announced operating
results for its second quarter ended June 30, 2002.

As a result of the sale of certain assets and the assignment of
the Company's United States information technology products and
services business in March 2002 and the sale of the Company's
United Kingdom IT Products business in December 2001, the
attached income statement, balance sheet information and
financial summary table have been prepared giving effect to the
financial reporting requirements for discontinued operations,
pursuant to which all historical results of the IT Products and
services businesses are included in the results of discontinued
operations for all periods presented.  As a result, net sales,
gross profit, operating profit and net loss from continuing
operations only reflect the Company's ongoing U.S. and U.K.
eProcurement and eMarketplace technology licensing and
consulting businesses.

In order to assist stockholders to better assess its progress,
the Company has included a summary financial table, reflecting
2002 sequential quarterly information from continuing
operations, in the Fairness Disclosure Section.

Net sales from continuing operations for the quarter ended June
30, 2002, which represented eProcurement and eMarketplace
technology license and related fees, were $1.3 million compared
to $0.2 million in the comparable quarter of 2001, an increase
of $1.1 million or 477%. Net sales in the 2002 quarter included
$0.9 million in license and professional service fees related to
the Company's Government of Scotland PECOS Internet Procurement
Manager system.  The Scottish Government License agreement was
signed in November 2001 and, hence did not impact the comparable
2001 quarter'so a $3.3 million reduction in selling, general and
administrative expenses. The reduction in SG&A resulted from the
Company's on-going cost containment measures designed to align
its infrastructure costs to reflect lower than anticipated
license revenue due to the continuing soft economy.  The
principal reductions in SG&A expenses in the second quarter of
2002 compared to the second quarter of 2001 comprised of
reductions in personnel and depreciation expenses of $2.2
million. The Company expects that its on-going cost containment
measures implemented in the second quarter of 2002 will result
in future annualized cost-savings of approximately $1.7 million.

The Company's operating loss for continuing operations for the
six months ended June 30, 2002 was $6.7 million compared to
$15.1 million for the same period last year, a reduction of $8.4
million, or 55%.  As well as recording higher revenues in the
six months ended June 30, 2002 compared to the 2001 period, the
Company reduced its SG&A expenditures by $6.9 million, a
reduction of 49%, reflecting the Company's on-going cost
containment measures described above.

The Company recorded a net loss from continuing operations for
the 2002 second quarter of $2.6 million, compared to a net loss
from continuing operations of $7.2 million in the second quarter
of 2001, an improvement of $4.6 million, for the reasons noted
above. The net loss from continuing operations for the six-month
period ended June 30, 2002 was $6.7 million as compared to $15.1
million in the same period last year.

The Company reported a net loss from discontinued operations of
$86,000 in the 2002 quarter compared to a net profit from
discontinued operations in the comparable 2001 quarter of $1.3
million. The net loss from discontinued operations for the six-
month period of 2002 was $1.5 million as compared to a profit of
$2.3 million for the same period last year.  Included in
discontinued operations were the financial results related to
the recently divested IT products and services business in the
U.S. and the IT products business in the U.K. During the second
quarter of 2002, the Company recorded a net gain resulting from
the divestiture of the U.S. IT products and services business in
March 2002 of $232,000, specifically related to the release of
certain contingent sale proceeds previously held in escrow.

The Company's 2002 quarterly net loss from total operations
(includes both discontinued and continuing operations) was $2.4
million compared to $5.9 million in the 2001 quarter, an
improvement of $3.5 million.

The Company recorded a net loss from total operations of $7.3
million in the six month period ended June 30, 2002 compared to
$12.8 million in the comparable 2001 period, an improvement of
$5.5 million.

The Company's cash and cash equivalents as of June 30, 2002 were
$5.1 million, in addition to which, the Company has no
outstanding debt. Although the Company recorded a net loss of
$2.4 million for the quarter ended June 30, 2002, cash and cash
equivalents decreased by an amount equal to $2.1 million between
March 31, 2002 and June 30, 2002.  The principal differences
between the net loss and the decrease in cash and cash
equivalents during the period were due to recording non-cash
items of $1.8 million, a net increase in working capital of $1.9
million and other net items, which decreased by $0.2 million.

Although the Company recorded a net loss from total operations
of $7.3 million for the six month period ended June 30, 2002,
cash and cash equivalents decreased by $5.8 million between
December 31, 2001 and June 30, 2002.  The principal differences
between the net loss and the decrease in cash and cash
equivalents during the period were due to recording non-cash
expenses of $1.6 million and a net increase in working capital
of $0.5 million.

The Company's implementation of cost containment programs has
significantly reduced its expenses and cash requirements going
forward.  The Company believes that it will continue to incur
losses for the third quarter of 2002 and, assuming projected
sales activity, approach or achieve profitability for the fourth
quarter of 2002.  The Company believes that it has sufficient
liquidity to fund operations through the fourth quarter of 2002
without the need to raise additional capital.

Robert J. Crowell, Elcom International, Inc.'s Chairman and
Chief Executive Officer, stated, "Even though the economy
remains sluggish with discretionary spending very tight, the
Company is seeing growing interest in our eProcurement
Marketplace system from the utilities markets and government-
oriented entities.  We continue to be extremely pleased with our
relationship with Cap Gemini Ernst & Young and expect that
relationship to expand to several practices in the U.S. and
Canada during 2002."

Mr. Crowell added further, "Elcom's operating expense cash
outlays were reduced significantly in the second quarter and
even with no revenues from any new clients, we can now expect to
fund our operations through 2002 without a capital infusion.
Given our expanding momentum with several of our alliance
partners and revenues from our existing client base, which are
expected to exceed $5 million this year, I believe we are
positioned to expand our client base.  We are currently in
discussions with multiple potential strategic partners and/or
investors and although capital and discretionary spending is
still soft, our sales pipeline has grown and I believe will be
accelerated by a capital infusion.  I also believe that several
licenses will be announced over the next few months."

           Application to Transfer the Company's Listing
                   to the Nasdaq Smallcap Market

The Company's common stock currently trades on the Nasdaq
National Market. Since April 1, 2002, the closing bid price of
the Company's common stock has not exceeded $1.00 per share.  On
May 14, 2002, the Company received notice from Nasdaq that, for
continued listing on the Nasdaq National Market, the Company is
required to comply with the $1.00 minimum bid requirement for 10
consecutive trading days by August 12, 2002 or be subject to
delisting from the Nasdaq National Market.  Alternatively, the
Company may apply to transfer its common stock to the Nasdaq
SmallCap Market.  The Company believes that it currently meets
all of the listing requirements of the Nasdaq SmallCap Market,
with the exception of the $1.00 minimum bid price requirement.
If the Company's stock listing is transitioned to the Nasdaq
SmallCap Market, the Company would have 180 calendar days from
May 14, 2002 to satisfy the minimum bid requirement for 10
consecutive trading days.  On August 1, 2002, the Company
submitted its application to transfer its common stock to the
Nasdaq SmallCap Market.

Elcom International, Inc. (Nasdaq: ELCO), operates two wholly-
owned subsidiaries: elcom, inc., a leading international
provider of remotely-hosted eProcurement and Private
eMarketplace solutions and Elcom Services Group, Inc., which is
managing the transition of the sale of certain of its assets and
customer base.  elcom, inc.'s innovative remotely-hosted
technology establishes the next standard of value and enables
enterprises of all sizes to realize the many benefits of
eProcurement without the burden of significant infrastructure
investment and ongoing content and system management.  PECOS
Internet Procurement Manager, elcom, inc.'s remotely-hosted
eProcurement and eMarketplace enabling platform was the first
"live" remotely-hosted eProcurement system in the world.
Additional information can be found at
http://www.elcominternational.com


ELEC COMMS: Unit Files for Chapter 11 Reorganization in New York
----------------------------------------------------------------
ELEC Communications Corp., (OTCBB:ELEC) announced that one of
its wholly-owned subsidiaries, Telecarrier Services, Inc., filed
a voluntary petition for protection under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York.

Telecarrier provides long distance phone services to many of
eLEC's customers. It buys services from underlying carriers who
had payment and contract disputes with Telecarrier. The filing
is not expected to have a direct impact on any service to
existing customers.

eLEC Communications Corp., is a competitive local exchange
carrier that is taking advantage of the convergence of the
current and future competitive technological and regulatory
developments in the telecommunications industry. eLEC offers
small businesses and residential customers an integrated set of
telecommunications products and services, including local
exchange, local access, domestic and international long distance
telephone, and a full suite of features including items such as
three-way calling, call waiting and voice mail.


TELECARRIER SERVICES: Case Summary & Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Telecarrier Services, Inc.,
         543 Main Street
         New Rochelle, New York 10801

Bankruptcy Case No.: 02-13652

Type of Business: Telecarrier Services is a subsidiary of eLEC
                   Communications Corp.

Chapter 11 Petition Date: July 29, 2002

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Jennifer Lauren Saffer, Esq.
                   Jenkins Gilchrist Parker Chapin LLP
                   The Chrysler Building
                   405 Lexington Avenue
                   New York, NY 10174
                   (212) 704-6008
                   Fax : (212) 704-6288

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Global Crossing            Telecarrier Services       $454,543
Attn: Lana Semaan
PO Box 641420
Cincinnati, Ohio 45262

Worldcom                   Telecarrier Services       $207,907

Telco Services Inc.        Commissions                $174,711

Network Plus, Inc.         Telephonic Services        $108,994

Verizon                    Telecarrier Servies         $58,759

AT&T                       Telecarrier Services        $35,721

Greenberg & Company        Accounting Services          $2,706

UCG-CCMI                   Industry Update Services     $1,525

Sprint                     Telecarrier Services           $809

The US Life Insurance Co.  Insurance                      $591


EMMIS OPERATING: AS&P Assigns B+ Rating to $500 Mill. Bank Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its single-'B'-
plus bank loan rating to the $500 million senior secured term
loan B of Emmis Operating Co. All other ratings on Emmis and its
parent company, Emmis Communications Corp., including the
single-'B'-plus corporate credit rating, are affirmed. The
outlook is stable.

Standard & Poor's noted that Emmis Operating Co. and Emmis
Communications Corp. are analyzed on a consolidated basis.
Indianapolis-based Emmis has more than $1.2 billion in debt.

"The new facility features a lower interest rate and less
restrictive covenants in later periods, in exchange for tighter
near-term covenants," said Standard & Poor's credit analyst Eric
Geil. "Revenue is also strengthening in some of Emmis'
operations, somewhat lessening concern about future covenant
compliance," added Geil. "However, the company does face
competitive challenges in its key New York City market, and a
sustained advertising recovery is still not at hand."

Standard & Poor's said that its ratings on Emmis continue to
reflect strength from its large-market radio operations, good
discretionary cash flow generating potential of the business, a
measure of cash flow diversity provided by middle-market TV
stations, and station asset values, particularly in larger
markets. Offsetting factors include high financial risk from
debt-financed acquisitions, the soft, competitive advertising
environment, and the presence of much larger operators in key
markets.


ENRON CORP: Catholic Health Seeking Determination of Rights
-----------------------------------------------------------
Catholic Health East's motion to the U.S. Bankruptcy Court for
the Southern District of New York against Enron Corporation
seeks:

    (i) a determination of their recoupment rights;

   (ii) in the alternative, relief from the automatic stay to
        permit setoff of mutual obligations, or for adequate
        protection; and

  (iii) for allowance of the balance of their claim, after
        recoupment or setoff, as a prepetition unsecured claim.

Susan P. Persichilli, Esq., at Buchanan Ingersoll, in New York,
relates that Catholic Health is a Pennsylvania nonprofit
corporation that controls various Catholic nonprofit hospitals
and other healthcare facilities operating in 10 States.  Enron
Energy Services, Inc. and Catholic Health entered into a certain
Commodity Management Agreement wherein Enron Energy agreed to
provide to Catholic Health and certain of their affiliates
utility supply and price control management services for a fee.
"The term of the Commodity Contract is for eight years," Ms.
Persichilli says.

Pursuant to the Commodity Contract, Enron Energy was required to
pay all utility bills at the Facilities on Catholic Health's
behalf and provide reports regarding the commodity usage at each
Facility.  Catholic Health was entitled to receive certain
utility discounts under the Commodity Contract.  In addition,
the Commodity Contract provides that, for Enron Energy to
receive payment for their services, they would submit a monthly
invoice to Catholic Health for the prior month's services.  With
respect to defaults and termination, Ms. Persichilli notes, the
Commodity Contract provides that upon an "Event of Default" by
the Enron Energy, Catholic Health is entitled to recover
damages.

"Enron Energy has triggered an Event of Default under the
Commodity Contract by failing to provide services to Catholic
Health under the Commodity Contract beginning November 2001,"
Ms. Persichilli relates.

Prior to this event, the discounts made available to Catholic
Health on utility charges for the Facilities were arbitrary and
significantly varied from Facility to Facility and from month to
month.  As documented by Enron Energy, Catholic Health received
a $1,256,285 savings on utility charges for the Facilities.  On
average, the monthly cost savings to Catholic Health for all of
the Facilities was $125,628, assuming 10 full months of
services.

Ms. Persichilli tells the Court that as a result of Enron
Energy's failure to provide services and the subsequent
rejection of the Commodity Contract, Catholic Health has and
will suffer substantial damages over the remaining term of the
Contract. Catholic Health holds a $10,000,000 prepetition damage
claim against Enron Energy.  Furthermore, as a direct result of
the Enron Energy's refusal to perform under the Commodity
Contract, Catholic Health was forced to hire an energy
consultant to try to minimize the impact from Enron Energy's
refusal to perform. Among other tasks, the energy consultant was
responsible for:

    -- determining the impact of the Debtors' breach of the
       Commodity Contract, and

    -- attempting to procure for Catholic Health a replacement
       service provider or providers for the same services to
       those that had previously been rendered by Enron Energy.

The cost of the energy consultant to Catholic Health was
$12,500.

Catholic Health repeatedly attempted, without success, to find a
substitute provider of the energy services Enron Energy
previously performed under the Commodity Contract.  However, the
consultant advised that no replacement provider existed who
could replicate the services and discounts previously provided
by Enron Energy.  Catholic Health was compelled to return to its
previous arrangements with local utility companies.  In addition
to the cost of hiring an energy consultant, Catholic Health will
suffer the continuing damages from substantially higher utility
costs as well as from the loss of Enron Energy's management of
their utility services.  "Based on calculations performed by
Catholic Health's consultant, as a result of Enron Energy's
failure to perform under the Commodity Contract, Catholic Health
will have to pay an additional $11,400,000 in utility charges
over the Commodity Contract rate for the remainder of the
Contract term," Ms. Persichilli reports.

Accordingly, Catholic Health seeks a determination from this
Court that they are entitled, through the equitable doctrine of
recoupment -- to reduce to zero any and all liability they may
have to Enron Energy for services rendered under the Commodity
Contract by recouping the amount of their claim against the
Debtors for damages under the Commodity Contract, including
rejection damages.  In the event that this Court determines that
the equitable doctrine of recoupment does not apply to Catholic
Health's and Enron Energy's mutual claims under the Commodity
Contract, then Catholic Health seeks the Court's authority to
offset and reduce their liability to Enron Energy to zero
through the setoff doctrine.  According to information provided
by the local utilities, the Debtors have yet to bill Catholic
Health $1,402,610 in prepetition services.

Finally, Ms. Persichilli asserts that since Catholic Health's
and Enron Energy's respective claims will be determined in the
proceeding, Catholic Health asks the Court to make a final
determination allowing the balance of their claims, after
recoupment or setoff, as an unsecured claim against the Debtors.
(Enron Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: Trans Louisiana Wants Prompt Natural Gas Pact Rejection
--------------------------------------------------------------
Trans Louisiana Gas Pipeline Inc., asks the Court to compel
Enron North America Corp., to reject the Natural Gas Management
and Planning Agreement.

Michael L. Vild, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that Trans Louisiana, a subsidiary of Atmos
Energy Corporation, is an intrastate natural gas pipeline
company licensed to do business in Louisiana.  The purpose of
the Agreement was to create a program to reduce gas costs by
optimizing Trans Louisiana's assets.  Under the Agreement, ENA
is obligated to provide natural gas management and planning
services to Trans Louisiana, designed to optimize the value of
their existing supply, storage, and transportation agreements by
using financial hedging, off-system sales, contract flexibility,
and transportation discounts.  In addition, ENA is obligated to
provide management and consulting services including gas supply
acquisitions, invoice review, contract administration and market
opportunity analysis.

According to Mr. Vild, in exchange for making certain Trans
Louisiana and its state regulated utility affiliate -- Atmos
Energy Louisiana's assets available for ENA's use for hedging,
swap and other financial transactions, ENA agreed to pay
$1,350,000, increased to $1,390,000 on August 1, 1998, annually.
The last of the annual payments under the Agreement is due to
Trans Louisiana on August 1, 2002.  In addition to the annual
asset fee, the parties agreed to share equally all profits
generated as a result of ENA's optimization of Trans Louisiana's
assets over $1,500,000.

Mr. Vild asserts that Trans Louisiana has performed all of their
obligations under the Agreement.  Nevertheless, ENA stopped
providing services under the Agreement.  Trans Louisiana has
made several requests for services under the Agreement, but ENA
has refused or failed to perform.  ENA's breaches of
performance, which constitute Events of Default, have
necessitated that Trans Louisiana provide, to the best of their
ability, the natural gas planning and management services that
ENA was and is required to perform under the Agreement.

Mr. Vild explains that ENA should be required to reject the
Agreement immediately since:

    (i) the Debtor has not performed either its monetary or its
        non-monetary obligation under the Agreement.  "It has
        not made payments owed to Trans Louisiana and has refused
        to provide services as requested," Mr. Vild notes;

   (ii) the Debtor's nonperformance is damaging Trans Louisiana
        in ways that cannot be compensated under the Bankruptcy
        Code.  The fact that the Debtor has not performed under
        the Agreement means that Trans Louisiana's assets are not
        being optimized to produce revenue, which Trans Louisiana
        could otherwise earn.  Therefore, Atmos Energy Louisiana
        is also not receiving their share of the funds, which
        would be earmarked to reduce the gas costs of its
        ratepayers;

  (iii) it is plain that the Agreement is not a primary or even
        an important asset of the Debtor's estates.  That fact is
        borne out by the Debtor's refusal to address issues
        arising out of the Agreement despite Trans Louisiana's
        repeated requests for some resolution;

   (iv) although ENA may not have had a full opportunity
        under the circumstances to formulate a plan of
        reorganization, it certainly has had more than enough
        time to decide what action to take with respect to the
        Agreement; and

    (v) ENA cannot cure its breaches under the Agreement.

"ENA has breached its obligations under the Agreement, and
because it cannot cure its defaults, assumption of the Agreement
is not a viable option," Mr. Vild insists. (Enron Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


EXIDE TECHNOLOGIES: Committee Hires Jefferies as Fin'l Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Exide Technologies seeks the U.S. Bankruptcy Court for
the District of Delaware's authority to retain Jefferies &
Company, Inc. as its financial advisor, nunc pro tunc to April
29, 2002.

Committee Chairman Jeffrey Dobbs of Turnberry Capital Management
LP relates that Jefferies was selected because of its expertise
in providing financial advisory services to debtors and
creditors in bankruptcy and distressed situations.

The firm rendered services in large and complex chapter 11 cases
like: In re AmeriServe Food Distribution, In re Ames Department
Stores, Inc., In re Cyrbercash, Inc., In re Diamond Brands
Operating Corp, In re Federal-Mogul Corporation, In re Heartland
Wireless Communications, In re ICO Global Communications
Services Inc., et al., In re International Wireless
Communications, Inc., et al., In re Kaiser Group International,
Inc., In re Net2000 Communications, Inc., In re Silver Cinemas,
Inc., and In re VF Foods International.

Jefferies & Company, Inc. is an investment banking firm and a
registered broker-dealer with the United States Securities and
Exchange Commission.  Jefferies & Company, Inc. is a subsidiary
of Jefferies Group, Inc., a public company with over
$5,000,000,000 in assets, a market capitalization of over
$1,100,000,000, 1,200 employees, and 20 offices around the
world. The firm is a member of the National Association of
Securities Dealers, Inc., the Boston Stock Exchange, Inc., the
International Stock Exchange, the Pacific Exchange, Inc., the
Philadelphia Stock Exchange, Inc., and the Securities Investors
Protection Corporation.

Jefferies provides a broad range of corporate advisory services
to its clients, including services pertaining to:

A. general financial advice,

B. mergers, acquisitions, and divestitures,

C. special committee assignments,

D. capital raising, and

E. corporate restructuring.

In addition, Mr. Dobbs notes, Jefferies is familiar with the
Debtors' financial history and the battery industry since its
engagement with the Committee on April 29, 2002.

Specifically, Jefferies is expected to:

A. become familiar, to the extent Jefferies and the Committee
    deem appropriate, with and analyze the business, operations,
    properties, financial condition and prospects of the Debtors;

B. advise the Committee on the current state of the
    "restructuring market";

C. assist and advise the Committee in developing a general
    strategy for accomplishing the Restructuring;

D. assist and advise the Committee in implementing a plan of
    Restructuring with the Debtors;

E. assist and advise the Committee in evaluating and analyzing a
    Restructuring including the value of the securities, if any,
    that may be issued to certain creditors under any
    Restructuring plan; and

F. render other financial advisory services as may from time
    to time be agreed upon by the Committee and Jefferies.

William Q. Derrough, Jefferies' Managing Director, asserts that
the firm's principals and professionals:

    -- do not have any connection with the Debtors, their
       creditors, or any other party-in-interest,

    -- do not hold or represent an interest materially adverse to
       the estate, and

    -- are "disinterested persons" under Section 101(14) of the
       Code.

Mr. Derrough relates that, from time to time, Jefferies has
provided financial advisory and consulting services to certain
creditors and other parties-in-interest in matters unrelated to
these cases including: Bank One NA, Ceres II Finance Ltd.,
Contrarian Funds, Daimler Chrysler, Doe Run Resources Corp.,
Eaton Vance, Edison Int'l, Enron Oil & Gas Co., First Union
Corp., GE Capital, JD Edwards & Co., Loomis Sales, Lucent,
Praxair Inc., Qwest Communications, Societe Generale, Toyota
Motor Corp., Tractor Supply Co., and TXU Corp.

Jefferies is a global investment banking firm with broad
activities covering trading in equities, convertible securities
and corporate bonds in addition to its financial advisory
practice.  The firm has more than 80,000 customer accounts
around the world.

Given its diverse practice and client base, Mr. Derrough admits,
it is possible that one of its clients or a counter-party to a
security transaction may hold a claim or otherwise is a party-
in-interest in these Chapter 11 cases.  Furthermore, as a major
market maker in equity securities as well as a major trader of
corporate bonds and convertible securities, Jefferies regularly
enters into securities transactions with other registered
broker-dealers as a part of its daily activities.  Some of these
counterparties may be the Debtors' creditors.  But Mr. Derrough
contends that none of these business relationships constitute
interests materially adverse to the Debtors and the Committee in
matters upon which the firm is to be employed.

As compensation for its services, Jefferies will charge a
$150,000 monthly fee -- in cash and in advance -- on the first
day of each month for the first four months.  After that, the
monthly fee will be reduced to $125,000.  The firm will also
seek reimbursement of all out-of-pocket expenses incurred in
connection with the services rendered to the Committee.  In the
event of the consummation of a Restructuring -- during the term
of the Engagement Letter or within 12 months after the
expiration or termination of the Engagement Letter, Jefferies
will be paid a success fee equal to 0.75% of the Recovery Value
received by the unsecured creditors.

Jefferies also seeks to be indemnified, except for claims
arising from and based solely upon the firm's bad faith or gross
negligence.

                      U.S. Trustee Complains

The United States Trustee objects to these terms and conditions
of Jefferies' proposed employment:

A. The Application seeks to employ Jefferies nunc pro tunc to
    April 29, 2002, but does not provide any explanation for the
    73-day delay in filing the Application and does not set forth
    any extraordinary circumstances justifying Jefferies' nunc
    pro tunc employment.  Absent extraordinary circumstances,
    nunc pro tunc employment should be limited to 30 days before
    the filing of the Application, i.e., to June 11, 2002;

B. The Application seeks approval of an agreement with Jefferies
    which provides for a $150,000 monthly advisory fee plus
    expenses for the first 4 months of the engagement and
    $125,000 plus expenses per month thereafter, which is payable
    regardless of actual benefit provided to the unsecured
    creditors, together with a contingent, Success Fee of 0.75%
    of the consideration received by unsecured creditors in any
    restructuring;

C. As presently structured, no portion of the Monthly Fee paid
    will be credited against the Transaction or Restructuring
    Fees.  The full amount of any Monthly Fees should be credited
    against the Success Fee payable to Jefferies;

D. The Jefferies engagement letter contains a "tail" provision
    whereby Jefferies will be entitled to receive a Success Fee
    for any restructuring completed within 1 year after the
    Committee terminates Jefferies' engagement unless the
    engagement is terminated for cause.  Cause will exist only if
    it is judicially determined that Jefferies acted in bad faith
    or with gross negligence;

E. The Success Fee would be payable to Jefferies regardless of
    the actual benefit, if any, provided to the estates. Under
    the terms of the proposed engagement, a restructuring that
    produces any return for unsecured creditors, even if smaller
    that what they would receive in an immediate Chapter 7
    liquidation, would entitle Jefferies to its "contingent"
    Success Fee.  Indeed, it appears that Jefferies would be
    entitled to collect a Success Fee even if the payment of that
    fee would result in unsecured creditors receiving less than
    they would receive in an immediate Chapter 7 liquidation;

F. The Application seeks pre-approval, subject to review only
    under the improvidence standards of 11 U.S.C. Section 328(a),
    of the entire proposed fee arrangement;

G. The engagement letter requires the Debtors to reimburse
    Jefferies monthly for expenses incurred in performing
    services, "including without limitation the fees and
    disbursements of Jefferies' counsel . . . ."  The Application
    does not disclose any basis for Jefferies to engage counsel
    at estate expense, and Jefferies should not be permitted to
    do so;

H. The engagement letter requires the Debtors to indemnify
    Jefferies for any claims made against Jefferies excepting
    only those claims which are finally judicially determined to
    have resulted solely from the indemnitee's bad faith or gross
    negligence; and

I. The Jefferies engagement letter purports to absolve Jefferies
    of any fiduciary duties to the Committee.  This provision
    should be stricken as inconsistent with Jefferies' employment
    at estate expense. (Exide Bankruptcy News, Issue No. 8;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Exide Technologies' 10.000% bonds due
2005 (EXDT05USR1) are quoted between 15 and 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05USR1
for more real-time bond pricing.


FC CBO LTD: S&P Junks Second Priority Senior Notes Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
senior notes and second priority senior notes issued by FC CBO
Ltd./FC CBO Corp., an arbitrage CBO transaction collateralized
primarily by high-yield bonds, which was originated in June of
1997.

The rating on the senior notes is lowered to single-'A' from
double-'A', and the rating on the second priority senior notes
is lowered to triple-'C'-minus from single-'B'. The rating on
the second priority senior notes had previously been lowered to
single-'B' from triple-'B' on April 3, 2002.

The lowered ratings on the two classes reflect factors that have
negatively affected the credit enhancement available since the
previous rating action was taken in April of 2002. The primary
factor affecting the credit enhancement has been par erosion of
the collateral pool securing the rated notes. Standard & Poor's
noted that as of the most recent monthly trustee report (July
10, 2002), the senior par value ratio was at 105.8%, versus the
minimum required ratio of 120.0% and a ratio of 109.3% at the
time of the April 2002 rating action. The second priority senior
par value ratio was 92.6%, versus its minimum required ratio of
109.5% and a ratio of 97.1% at the time of the April 2002 rating
action. For purposes of calculating its par value ratios, FC CBO
Ltd./FC CBO Corp., carries defaulted assets at zero value. If
defaulted assets were carried at market value instead of zero
value, the senior and second priority senior par value ratios
would be slightly higher (approximately 35 to 40 basis points).

Standard & Poor's has reviewed the results of current cash flow
runs generated for FC CBO Ltd./FC CBO Corp., to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and LIBOR scenarios, while still
paying all of the rated interest and principal due on the notes.
When the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool, it was determined that the ratings currently
assigned to the notes were no longer consistent with the credit
enhancement available, leading to the lowered ratings. Standard
& Poor's will continue to monitor the performance of the
transaction to ensure that the ratings reflect the amount of
credit enhancement available.

                          Ratings Lowered

                     FC CBO Ltd./FC CBO Corp.

                                           Rating
           Class                       To           From
           Senior                      A            AA
           Second Priority Senior      CCC-         B


GAYLORD ENTERTAINMENT: Credit Facility Servicer Cures Default
-------------------------------------------------------------
Gaylord Entertainment Company (NYSE: GET) reported its financial
results for the second quarter ended June 30, 2002.

For the quarter, consolidated revenues from continuing
operations were $98.3 million, an increase of 40.2% from $70.1
million in the same period last year. Consolidated operating
income for second quarter 2002 was $7.6 million compared to a
loss of $16.9 million in the second quarter 2001. The company
had net income for the quarter of $18.1 million. This compares
to a net loss of $3.6 million for the second quarter 2001.
EBITDA was $12.5 million in the latest quarter compared to $4.7
million in the same quarter of 2001. EBITDA is calculated as
operating income from continuing operations plus depreciation,
amortization, non-cash lease and naming rights agreement
expenses, and other non-cash items associated with accounting
changes and/or pension plans, impairment and other charges,
restructuring charges, gain on Opry Mills, and excluding hotel
pre-opening costs (see supplemental financial results).

Year-to-date, consolidated revenues from continuing operations
were $199.5 million, an increase of 32.7% from $150.3 million in
the same period last year. Consolidated operating losses for the
first six months of 2002 were $9.1 million compared to $19.0
million in the first six months of 2001. The company had net
income in the six-month period of 2002 of $9.8 million, or $0.29
per diluted share. This compares to net income of $20.6 million,
or $0.61 per diluted share, in the first six months of 2001. For
the first six months, EBITDA, as defined above, was $22.3
million compared to $14.3 million in the same period of 2001.

In early July 2002, the Company agreed to sell its Acuff-Rose
Music Publishing catalog and associated assets for $157 million
in cash. In late June, the Company sold its stake in the Opry
Mills Shopping Center for $30.8 million and received a tax
refund of $64.6 million from the U.S. Department of Treasury.
Upon completion of the Acuff-Rose sale, the Company will have
received an aggregate of approximately $250 million in cash to
pay down debt and expand its hospitality offerings, including
the Gaylord Opryland Texas Resort & Convention Center that is
slated to be completed in April 2004.

Commenting on the Company's progress, Colin Reed, president and
chief executive officer of Gaylord Entertainment, said, "Our
management team is determined to unlock the value of the
company. Over the last year, we have maintained an intense focus
on streamlining our business, reducing costs, divesting non-core
assets and investing in those businesses where we believe
Gaylord has a competitive advantage. In this process, we have
transformed the company to one that is financially and
strategically well positioned for future success."

Mr. Reed continued, "We successfully divested non-core assets at
attractive multiples despite a difficult market environment. In
doing so, we have strengthened our balance sheet - injecting
liquidity and decreasing leverage - to help grow our core
hospitality operations.

"We fully anticipate Gaylord Entertainment will continue to grow
and achieve success in the hospitality industry. We are also
working diligently to capitalize on our strong entertainment
brands such as the Grand Ole Opry."

                      Segment Operating Results

Hospitality

Hospitality revenues were $80.5 million in the second quarter of
2002, an increase of $28.8 million over the second quarter of
2001. This increase of 55.8% is primarily due to revenue from
the opening of the Gaylord Palms property in Kissimmee, Fla.
Hospitality operating income was $4.9 million in the quarter
compared to operating income of $4.0 million for the second
quarter of 2001. Hospitality EBITDA was $17.3 million in the
latest quarter, an increase of $4.5 million over the same period
last year. Pre-opening expenses were $0.7 million and $2.4
million for the second quarter 2002 and 2001, respectively. Due
to the effect of GAAP straight-line lease payment recognition on
our Gaylord Palms ground lease, non-cash lease expense was $1.7
million for the second quarter of 2002.

While operating in a difficult environment, the Company saw
improvements in the quarter at its Gaylord Opryland Resort &
Convention Center in Nashville as operational changes and
customer service initiatives have begun to take effect. RevPAR
for the second quarter was $94.21 versus $92.25 during the year-
earlier period, and booking rates for future periods continue to
strengthen. The Company's Gaylord Palms property in the Orlando
area continues to mature, performing well in a difficult market.

"We are pleased with the improving results at Gaylord Opryland
and the strong launch from our Gaylord Palms team," Mr. Reed
said. "In Nashville, our customer service initiatives are taking
hold, with future bookings increasing the last three quarters.
Despite the economic environment, we are seeing some operational
improvements and are working to establish positive long-term
sales trends at both our resorts.

"We believe Gaylord is well positioned to withstand the
challenging macroeconomic environment given our strong brand
name, outstanding properties and attractions, and focus on the
relatively stable group business."

Attractions

Attractions revenues were $14.9 million in the second quarter of
2002, a decline of $1.0 million compared to the second quarter
of 2001. Operating income in the Attractions segment was $2.1
million in the second quarter compared to operating losses of
$0.3 million in the second quarter of 2001. Attractions EBITDA
increased to $3.3 million in the latest quarter from $1.3
million in the same period last year, an increase of 161.4%.
Year-to-date, Attractions EBITDA has risen 217.6% from the
comparable period in 2001.

The Grand Ole Opry continues to draw top country music acts,
such as Brooks & Dunn, Kenny Chesney and Willie Nelson, who
performed during the quarter. The success of the Opry
underscores the popularity of its brand and format, driving
attendance increases of 9.7 percent from last year's second
quarter. Gaylord is currently working to amplify this success
through national broadcast syndication, a near-term goal. In
addition, Corporate Magic, the company's corporate event
production business, continued to grow its cash flow due to new
and effective cost controls implemented in late 2001.

"We continue to be pleased with the drawing power and market
response to our Attractions Segment," Reed said. "As we stated
in the first quarter, we will remain steadfast in managing this
business to increase overall margins and to explore additional
opportunities to extend the Opry's lifestyle brand across other
distribution channels."

Media

The Media Segment is now composed solely of Gaylord's three
radio stations due to the announced sale of Acuff-Rose Music
Publishing and its subsequent reclassification into discontinued
operations. As a result, the consolidated historical financials
have been restated to reflect this change. Media revenues from
continuing operations were $2.8 million in the second quarter of
2002, an increase of 15.3% over $2.4 million for the same time
period in 2001. Media operating losses of $0.2 million in the
quarter were basically unchanged compared to last year's
comparable quarter. Media EBITDA from continuing operations was
negative $57,000 in the latest quarter, compared to a negative
$43,000 during the same period in 2001. The decline in operating
margins in the Media segment year-over-year is a result of
investment in advertising and promotion necessary to reposition
the Company's radio stations.

Corporate and Other

Operating losses in the Corporate and Other segment totaled $9.7
million for the second quarter of 2002, a 14.4% improvement from
a loss of $11.3 million in the year-earlier period. Corporate
expenses in the quarter include $0.9 million in non-recurring
charges related to employee severance, advisory services and
consulting fees related to Gaylord's receipt of a $64.6 million
tax refund related to the Job Creation and Worker Assistance Act
of 2002.

                Asset Dispositions and Recent Events

As discussed earlier, the Company sold its interest in the Opry
Mills Shopping Center for $30.8 million and is working to
finalize its pending sale of its Acuff-Rose Music Publishing
assets for $157 million in cash. Consistent with its previously
announced plans, Gaylord management continues to evaluate all
assets in its portfolio and is in the process of divesting
certain non-core assets, including its investments in the
Nashville Predators NHL hockey franchise, miscellaneous real
estate and its majority ownership interest in the Oklahoma
Redhawks, the AAA affiliate of the Texas Rangers. These assets
have been classified as discontinued operations, and
consolidated historical financials have been amended to reflect
this change. In early July, Gaylord exercised its right to put
its ownership interest in the Nashville Predators back to The
Nashville Hockey Club L.P. The result of this put exercise will
be the return of Gaylord's invested capital through three equal
annual installments, in addition to preferred return payments
through the last principal installment.

Like other companies in the hospitality industry, the Company
was notified by the insurers providing its property and casualty
insurance that policies issued upon renewal would no longer
include coverage for terrorist acts. As a result, the servicer
for the Company's credit facility secured by its Nashville
property gave notice to the Company in May of 2002 it believed
the lack of insurance covering terrorist acts did constitute a
default under that credit facility. Although coverage for
terrorist acts was never specifically required as part of the
required property and casualty coverage, the Company determined
to resolve this issue by obtaining coverage for terrorist acts.
The Company has obtained coverage in an amount equal to the
outstanding balance of the credit facility. The Company has
received a notice from the servicer that any previous existing
default is cured and coverage in an amount equal to the
outstanding balance of the loan will satisfy the requirements of
the credit facility unless the servicer determines there is a
change in circumstances that would cause it to impose some
additional requirement.

The Company's independent accountants have advised the Company
they believe, based on the applicable accounting standard,
because the letter received from the servicer does not provide
assurance to the Company the servicer would not impose some
additional requirement during a period that is at least one year
and one day from the date of the June 30, 2002 balance sheet,
the Company may be required to classify its outstanding
indebtedness as a current liability (rather than long-term
debt), to reflect the possibility that the servicer may impose
some additional requirement that the Company could not satisfy
and that failure might result in a default under the Company's
credit facility. The Company believes the imposition of any
additional requirement relating to terrorism insurance that
would result in a default that might permit the loan to be
called is highly unlikely, especially since the Company has
obtained coverage for terrorist acts in an amount equal to the
outstanding balance of the loan. The Company remains in
compliance with all the financial covenants related to its
credit facilities and anticipates, if required, the
classification of amounts under its credit facilities as short-
term indebtedness would be temporary until the Company can reach
an agreement with its lenders that satisfies its independent
accountants.

"We believe this is merely a technical issue. We are satisfied
with the outcome from a business and legal perspective, and are
continuing to work with our independent accountants and our
servicer to obtain waiver language satisfactory to both parties.
We believe this issue will be resolved in the near future,
probably by the end of the third quarter," said David Kloeppel,
chief financial officer of Gaylord Entertainment.
"Fundamentally, our balance sheet will be in much better
condition as a result of our pending asset sales. In the second
quarter, we reduced our Nashville hotel's principal debt
obligations, both senior and mezzanine, and also lowered the
outstanding principal balance of our debt on our Florida hotel.
Furthermore, we anticipate additional debt reduction upon
completion of our sale of Acuff-Rose. We are directing capital
toward the completion of our resort and convention center in
Texas by April 2004, two months earlier than previously
announced."

"Our management team has done an excellent job realizing strong
valuations through non-core asset sales," Mr. Reed said. "For
example, the announced sale of Acuff-Rose Music Publishing is at
a very attractive multiple of net publisher's share for a
country music catalog. We continue to explore opportunities to
divest the balance of our non-core assets in similar fashion. We
are also firm in our belief these efforts will unlock value for
our shareholders and allow us to redirect capital and energy
into our core hospitality and entertainment businesses to
generate compelling returns for our shareholders in the long
term."

                               Outlook

The following information is based on current information as of
Aug. 1, 2002. The Company does not expect to update guidance
until next quarter's earnings release; however, the Company may
update its full business outlook or any portion thereof at any
time for any reason.

Gaylord expects total Hospitality Segment RevPAR for the third-
quarter 2002 to be between $98.50 and $99.50, and to be between
$100 and $102 for full-year 2002. The Hospitality Segment
includes the Company's three hotel properties - Gaylord
Opryland, Gaylord Palms and the Radisson Nashville. Gaylord
Palms RevPAR is expected to be between $106 and $108 for the
third-quarter 2002 and between $110 and $112 for full-year 2002,
while Gaylord Opryland RevPAR is expected to be up 5 to 7
percent for the third-quarter 2002 from third-quarter 2001, and
basically flat for full-year 2002 against full-year 2001.

Looking forward, Mr. Reed said, "As we complete the first half
of the year, we are pleased with our progress. Our continued
evolution to a more focused business model is supported by
strategic growth and financial discipline. We continue to
streamline the company, expand our hospitality offerings and
seek new ways to cross-market our brands."

Gaylord Entertainment, a leading hospitality and entertainment
company based in Nashville, Tenn., owns and operates Gaylord
HotelsT branded properties, including the Gaylord Opryland
Resort & Convention Center in Nashville, and the Gaylord Palms
Resort & Convention Center in Kissimmee, Fla. The company's
entertainment brands include the Grand Ole Opry, the Ryman
Auditorium, the General Jackson Showboat and WSM Radio. Gaylord
Entertainment's stock is traded on the New York Stock Exchange
under the symbol GET. For more information about the company,
visit http://www.gaylordentertainment.com


GLOBAL CROSSING: Exceeds Key Performance Goals for First Half
-------------------------------------------------------------
Global Crossing has met -- and in many cases exceeded -- key
performance goals for the first half of 2002.  The performance
targets were established for Global Crossing (excluding Asia
Global Crossing) in the operating plan presented to its
creditors in March.  Consolidated results for the month of June
that include Asia Global Crossing reported in the Monthly
Operating Report filed with the U.S. Bankruptcy Court in the
Southern District of New York are summarized later in the
release.

                          OPERATING RESULTS
                  (excluding Asia Global Crossing)

Consolidated recurring service revenues for the first half of
2002 reached nearly $1,464 million versus a target of $1,436
million, while operating expenses for the first half totaled
$533 million versus a target of $539 million.  Global Crossing
ended the first half with $857 million in its bank accounts,
reflecting an aggregate cash burn of only $115 million since the
end of January 2002, when cash in bank accounts totaled $972
million.

As detailed in a press release on March 8, 2002, Global Crossing
established these and other specific financial targets in a
presentation to its creditors that month.  John Legere, chief
executive officer of Global Crossing, said, "We are meeting and
exceeding our objectives in the midst of a turbulent economy and
the downturn of the telecom industry and, at the same time, we
are managing a competitive bidding process as part of our
restructuring efforts."

For the first half of the year, Global Crossing surpassed all of
the specified performance targets, including those for recurring
service revenue, operating expenses and cash in its bank
accounts.

Service EBITDA exceeded plan goals, with actual results
reflecting a $203 million loss compared to a targeted loss of
$213 million during the first half of 2002.

                    MOR RESULTS FOR JUNE, 2002

Global Crossing today filed a Monthly Operating Report for the
month of June with the U.S. Bankruptcy Court for the Southern
District of New York, as required by its Chapter 11
reorganization process.  These consolidated results in this MOR
include Asia Global Crossing and revenue from sales of capacity
in the form of IRUs that occurred in prior periods, recognized
ratably over the life of the relevant contracts.

Results reported in the June MOR include the following:

      For continuing operations in June 2002, Global Crossing
reported consolidated revenue of approximately $250 million.
Consolidated operating expenses were reported at $74 million,
while access and maintenance costs were $193 million in June
2002.

      In addition, Global Crossing reported a consolidated GAAP
(Generally Accepted Accounting Principles) cash balance as of
June 30, 2002 of approximately $1,239 million, including $393
million of cash held by Asia Global Crossing.  Global Crossing's
$846 million GAAP cash balance (excluding Asia) is comprised of
$456 million unrestricted cash, $333 million in restricted cash
and $57 million of cash held by Global Marine.

      Global Crossing reported a consolidated net loss of $173
million for June 2002. This includes a $34 million restructuring
charge as a result of ongoing efforts to consolidate facilities
and reduce its workforce. Consolidated EBITDA was reported at a
loss of $17 million.

The results for Global Crossing (excluding Asia Global Crossing)
discussed in the "Operating Results (excluding Asia Global
Crossing)" section of this release have been prepared on a basis
consistent with targets presented to the creditors of Global
Crossing in March 2002, and include the results previously
reported in Monthly Operating Reports prepared for the months of
February through June.  No such MOR was prepared for the month
of January. These operating results exclude Global Marine (which
is a discontinued operation), exclude any revenue contribution
of sales of capacity in the form of IRUs (indefeasible rights of
use), and reflect certain eliminations and adjustments not
detailed in the MORs for the months of February through June.
Cash balances reported in this section are bank balances, not
reflecting the estimated impact of outstanding checks and other
adjustments as required by GAAP.

The information contained in this press release is qualified in
its entirety by reference to the MORs for the months of February
through June, including the footnotes to the financial
statements contained therein, copies of which are available
through the U.S. Bankruptcy Court for the Southern District of
New York and on Global Crossing's Web site.

This month's MOR is available at

      http://www.globalcrossing.com/pdf/news/2002/august/01.pdf

These MORs have been prepared pursuant to the requirements of
the Bankruptcy Code and the unaudited consolidated financial
statements contained in these MORs do not include all footnotes
and certain financial presentations normally required under
GAAP.  In addition, any revenues, expenses, realized gains and
losses, and provisions resulting from the reorganization and
restructuring of Global Crossing are reported separately as
reorganization items in these MORs.

As discussed more fully in these MORs, Global Crossing has not
yet filed its Annual Report on Form 10-K for the year ended
December 31, 2001.  Global Crossing's Board of Directors is
currently seeking to retain a new independent public accounting
firm to replace Arthur Andersen LLP as its auditors.  In
addition, certain of Global Crossing's accounting practices are
being investigated by the U.S. Securities and Exchange
Commission and the U.S. Attorney's Office for the Central
District of California.  Any changes to the financial statements
resulting from any of such factors and the completion of the
2001 financial statement audit could materially affect the
unaudited consolidated financial statements contained in these
MORs and the information presented in this press release.

As previously announced, Global Crossing's net loss for the
three months ended December 31, 2001 is expected to reflect the
write-off of the remaining goodwill and other intangible assets,
which total approximately $8 billion, as well as a multi-billion
dollar write-down of tangible assets.  The financial information
included within this press release and the MORs reflect the
write-off of all of the goodwill and other identifiable
intangible assets, but does not reflect any write-down of
tangible asset value.  Global Crossing is currently in the
process of evaluating its financial forecasts to determine the
impairment of its long-lived assets.  The pending write-down
will also include $450 million representing the difference
between the proceeds received and the carrying value of Asia
Global Crossing's interest in Hutchison Global Crossing, which
was sold on April 30, 2002.

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

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.  On the same date,
the Bermuda Court granted an order appointing joint provisional
liquidators with the power to oversee the continuation and
reorganization of the Bermuda-incorporated companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Supreme Court
of Bermuda.  On April 23, 2002, Global Crossing commenced a
Chapter 11 case in the United States Bankruptcy Court for the
Southern District of New York for its affiliate, GT UK, Ltd.

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


GLOBAL LIGHT: Court Further Extends CCAA Protection to August 15
----------------------------------------------------------------
Global Light Telecommunications Inc., reports that the order
granting it certain relief, including a stay of proceedings and
protection from creditors, under the Companies' Creditors
Arrangement Act issued on June 28, 2002 and extended on July 25,
2002 has been further extended until August 15, 2002 to allow
the Company and its principal creditors and the Monitor to
discuss the terms upon which the present stay may be extended
beyond August 15, 2002.


HMG WORLDWIDE: Gets Okay to Auction Off Kmart Claim on August 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a request by HMG Worldwide Corporation to sell all of
its right, title and interest in and to a claim against Kmart,
pursuant to section 363 of the Bankruptcy Code, free and clear
of all liens, claims and encumbrances.

The Debtors relate that the Court approved a Stipulation between
HMG and Kmart granting Kmart relief from the automatic stay and
enabling it to reject certain agreements under which HMG sold
certain fixtures, shelving and other products to Kmart for in-
store merchandise displays.  In consideration of HMG's consent
to stay relief, Kmart allowed the Debtors an allowed unsecured
claim of $1,800,333 in its bankruptcy case.

The New York Court authorizes and Auction of the Kmart Claim on
August 6, 2002 at 10:00 a.m. at Bryan Cave LLP's offices.  To
bid at the Auction sale, prospective bidders must submit written
bids to be received by the Debtors' counsel:

           Ira L. Herman, Esq.
           Bryan Cave LLP
           1290 Avenue of the Americas
           33rd Floor
           New York, New York 10104,

no later than 24 hours prior to the scheduled auction sale.
Prospective Bidders should take note of the procedures:

      a) each Bid must be on terms and conditions no less than
         favorable to the Debtors [whatever that means];

      b) each Bid must be accompanied by a certified check in the
         amount of 10% of the Bid to be held by Debtors' counsel
         pending the outcome of the Auction Sale;

      c) subsequent bids at the Auction Sale shall be in
         increments of at least $5,000; and

      d) closing shall be no later than 5 days after the Auction
         Sale, with payment to be made by wire transfer or other
         ready funds.

A hearing to approve Successful Bidder at the Auction Sale will
be held the day following the auction.

Presently, HMG Worldwide Corporation and its debtor-affiliates
are in the process of exiting the manufacturing portions of
their businesses and reorganizing as marketing, sales and design
companies, with third parties to do all required manufacturing.
The Company filed for chapter 11 protection on October 23, 2001.
When the Company filed for protection from its creditors, it
listed total assets of $34,542,000 and total debts of
$61,946,000.


HA-LO: Seeks Approval of DIP Facility Extension through Nov. 30
---------------------------------------------------------------
HA-LO Industries, Inc., and its debtor-subsidiary Lee Wayne
Corporation, want the U.S. Bankruptcy Court for the Northern
District of Illinois to grant them authority to deliver and
execute a Seventh Amendment to Amended and Restated Revolving
Credit Agreement.  The Debtors assure the Court that LaSalle
Bank N.A., is willing to extend the maturity date of the DIP
Financing through November 30, 2002 in accordance with the terms
of the proposed Seventh Amendment.

The Proposed Seventh Amendment calls for:

      a) adjustment of the Revolving Credit Maximum Amount, which
         shall initially be set at $3,750,000, to reflect the
         Debtors' modified borrowing needs;

      b) elimination of fixed amount sublimits on the individual
         Debtors such that, subject to the Revolving Credit
         Maximum Amount and the other terms and conditions in the
         DIP Credit Agreement, each of the Debtors may borrow the
         full amount permitted under the Company Borrowing Base
         or the Lee Wayne Borrowing Base to provide greater
         borrowing flexibility to the Debtors;

      d) payment of a collateral monitoring fee of $25,000 on
         August 1, 2002, and additional collateral monitoring
         fees of $20,000 on August 31, 2002 and the last Business
         Day of each month, provided, however, if the Debtors are
         able to permanently reduce the Revolving Credit Maximum
         Amount to below $3,000,000 at the beginning of any
         month, then the collateral monitoring fee shall be
         reduced to $10,000 per month, beginning on such month;
         and

      e) a requirement that the Debtors must have no less than
         $1,750,000 in excess availability at all times.

Approving the Seventh Amendment, the Debtors believe, will
minimize disruption of their businesses and will preserve their
going concern value.  The Debtors further assert that the
proposed extension of the DIP Financing is necessary to preserve
the assets of the estate.

Ha-Lo Industries, Inc., provides full service, innovative brand
marketing in the custom and promotional products industry. The
Company filed for chapter 11 protection on July 30, 2001. Adam
G. Landis, Esq., Eric Lopez Schnabel, Esq., Mary Caloway, Esq.,
at Klett Rooney Lieber & Schorling represent the Debtors in
their restructuring efforts.


HEADWATERS: S&P Assigns B+ Credit Rating Based on Prelim. Terms
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'-plus
corporate credit rating to coal-based technology firm Headwaters
Inc. and its single-'B'-plus senior secured (bank loan) rating
to the firm's $245 million senior bank financing, based on
preliminary terms and conditions. Standard & Poor's also
assigned its preliminary single-'B'/single-'B'-minus ratings to
the company's senior unsecured/subordinated debt securities
filed under Rule 415 shelf registration. The outlook is stable.
The $220 million term loan portion of the bank financing,
combined with 2 million shares of Headwaters' common stock, will
fund the proposed acquisition of Industrial Services Group Inc.,
parent of ISG Resources Inc. (B-/Stable/-), including the
repurchase of ISG's $100 million 10% subordinated notes due
2008. The rating on those notes will be withdrawn once they had
been redeemed.

"The ratings for Draper, Utah-based Headwaters reflect a
relatively narrow scope of activities (pro forma combined
revenues about $300 million) and a below-average financial
profile stemming from an initially substantial debt load and
exposure to longer term legislative risks associated with a
sizable portion of the business," said Standard & Poor's credit
analyst Roman Szuper. "Those factors offset the firm's leading
niche market positions, generally favorable demand prospects,
and increasing cash flow generation, which should allow debt
reduction in the intermediate term," the analyst added.

The acquisition would complement Headwaters' operations by
adding ISG's services in the post-combustion phase of the coal
value chain to its own pre-combustion capabilities. Thus, there
would be incremental revenue opportunities due to an expanded
electric utilities customer base. The ISG purchase would almost
triple Headwaters' revenues, about double EBITDA, and lessen its
dependence on the alternative fuels market, with the combined
entity's cash flow derived about equally from Headwaters and ISG
businesses.

However, Headwaters' activities are subject to legislative
risks, since current tax incentives that support the business
are due to expire in 2008. While not expected, adverse
developments would have a material impact on the business and
its ability to service its financial obligations beyond 2008. In
addition, the lack of certainty surrounding this issue is likely
to limit the company's access to longer dated alternative
sources of financing and results in an aggressive debt maturity
profile.

Headwaters is a world leader in commercializing technologies
that add value to energy. The firm is a major participant in a
rapidly growing industry supported by government tax credit
legislation to encourage the development of alternative coal-
based solid fuel sources. Stability of Headwaters' results is
enhanced by long-term contracts with customers that use its
chemicals.

Favorable overall growth prospects, increasing cash flow
generation, and management commitment to deleveraging should
offset a fairly high initial debt load and competitive
pressures, thus maintaining credit quality at the current level.
However, a higher rating is not likely until risks associated
with the extension of key tax credits are mitigated through the
reduction of financial obligations and increased diversity of
the business.


HERITAGE VENTURES: TSX Delists Shares for Violating Requirements
----------------------------------------------------------------
Effective at the close of business August 1, 2002, the common
shares of Heritage Ventures Ltd., were delisted from TSX Venture
Exchange for failing to maintain Exchange Listing Requirements.
The securities of the Company have been suspended in excess of
twelve months.


JWS CBO: Fitch Downgrades $23 Mil. Class D Notes to B+ from BB-
---------------------------------------------------------------
Fitch Ratings downgrades one class of notes issued by JWS CBO
2000-1, Ltd. In conjunction with this action, Fitch removes the
class D notes from Rating Watch Negative. Fitch affirms all
other tranches of JWS CBO 2000-1, Ltd. The following rating
actions are effective immediately:

      -- $23,250,000 class D notes downgraded to 'B+' from 'BB-'.

JWS CBO 2000-1, a collateralized bond obligation (CBO) managed
by Stonegate Capital Management, L.L.C. was established in July
2000 and currently maintains most of its invested note proceeds
in senior unsecured and subordinated bonds. Due to several
defaults that caused the failure of the class C
overcollateralization ratio, Fitch has reviewed in detail the
portfolio performance of JWS CBO 2000-1. Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

In addition, Fitch conducted cash flow modeling utilizing
various default timing and interest rate scenarios. The cash
flow models indicate that the combination of realized defaults,
an out of the money swap and extremely high senior
overcollateralization test triggers negatively impact the class
D notes from withstanding the required amount of defaults for a
'BB-' rating going forward. As a result of this analysis, Fitch
has determined that the original rating assigned to the class D
notes no longer reflects the current risk to noteholders.

JWS CBO 2000-1 has been to failing its class C
overcollateralization test, as measured by the monthly trustee
report, since December 5, 2001. As of July 5, 2002, the last
reporting date, JWS CBO 2000-1's defaulted assets represented
5.7% of total committed investments of $300 million, and assets
rated 'CCC+' or worse represented 9.8% of total committed
investments. It is important to note that the 'CCC+' or worse
category excludes defaulted securities. Fitch will continue to
monitor and review this transaction for future rating
adjustments.


JONES MEDIA: Establishes Terms for $2.3 Mill. Loan from Parent
--------------------------------------------------------------
On June 1, 2002, Jones Media Networks, Ltd., acting directly and
on behalf of certain of its wholly-owned subsidiaries,
terminated three separate agreements whereby Jones
International, Ltd., the Company's parent, was obligated to pay
fees to the Subsidiaries through the year 2004. The Company
received a one time payoff from Jones International, Ltd. for
the termination of the Agreements in the aggregate amount of
$3,500,000.

On June 28, 2002, the Company borrowed $2,365,000 from Jones
International, Ltd. and issued warrants to purchase 330,000
shares of the Company's Class A common stock at $5.75 per share
to Jones International, Ltd. in connection with the Loan.

The terms of the Loan are similar to the loan from Jones
International, Ltd. in December 2001 and are as follows: (i) an
interest rate of eleven and three quarters percent (11.75%);
(ii) all payments are interest only until maturity; and (iii)
three year term. The Warrants are for five years.

In connection with the above transactions, the Company obtained
an opinion from a third party that the transactions were fair to
the Company from a financial point of view.

Jones Media is one of the leading independent providers of radio
programming, serving some 3,200 affiliate stations with news,
talk, and music programs and advertising sales services. Its
shows include The Crook & Chase Country CountDown and The
McLaughlin Radio Hour. On TV, Jones Media owns video music cable
network Great American Country, which reaches nearly 13 million
subscribers. It also runs infomercial channel Product
Information Network (a joint venture with Cox Communications.)

                          *   *   *

As previously reported in the April 10, 2002 issue of the
Troubled Company Reporter, the Company's operating results and
liquidity position were significantly adversely affected by the
unfavorable advertising market conditions existing during 2001,
including the adverse impact of the events of September 11 and
the weakened domestic economy, as well as by the substantial
cable distribution payments the Company made to drive the
significant subscriber growth in Great American Country in 2001.
Looking ahead to 2002, the Company expects to generate
sufficient cash flow to fund its debt service and capital
expenditures. However, the Company does not anticipate
generating sufficient cash flow to fund its projected GAC cable
programming distribution payments, unless additional steps are
taken to improve its liquidity.

In an effort to meet these liquidity requirements, the Company
is moving to implement a number of steps to improve its
liquidity position going forward into 2002. Those steps include
(1) identifying and exploiting new sources of revenue primarily
related to its network radio business, (2) continuing to
identify opportunities to further streamline operations
resulting in cost savings, (3) the sale of assets, and (4)
seeking additional financing from third parties. In addition,
Jones International has made a limited commitment to provide the
Company cash or cash liquidity through March 31, 2003, which may
include equity and/or debt financing, the purchase of certain
assets, acceleration of the payment to the Company of satellite
and uplink service commitments, or other transactions. While
Jones International has significant resources, there is no
obligation for Jones International to provide similar assistance
in the future. Mr. Glenn R. Jones and Jones International and
its affiliates collectively owned approximately $25.9 million of
the Company's Senior secured Notes and a $2.5 million unsecured
note payable to the Company as of December 31, 2001.


K2 DIGITAL: Wooing Shareholders for Affirmative Vote on Merger
--------------------------------------------------------------
Stockholders of K2 Digital, Inc. received a letter, together
with Questions and Answers about the proposed Merger Transaction
from Matthew de Ganon, Chairman of the Board of Directors, and
Gary W. Brown, CEO, saying:

Dear Stockholders of K2 Digital, Inc.:

          "I am writing to you today about K2 Digital, Inc.'s
proposed Merger with First Step Distribution Network Inc.

          "In connection with the merger, K2 will issue to FSDN
an aggregate of 16,793,530 shares of common stock of K2. Upon
completion of the merger, we expect that the shareholders of
FSDN will own approximately 91% of the outstanding common stock
of K2. K2's common stock is traded on the NASDAQ National Market
under the trading symbol "KTWOE.OB" and closed at a price of
$0.09 per share on July 10, 2002.

          "We cannot complete the merger unless the stockholders
of K2 approve the 1-for-3 reverse split of shares, the merger
and the issuance of K2 common stock to FSDN in connection with
the merger.

          "THE BOARD OF DIRECTORS OF K2 HAS UNANIMOUSLY APPROVED
THE FOLLOWING PROPOSALS

          1) THE 1-FOR-3 REVERSE STOCK SPLIT,

          2) THE MERGER WITH FSDN,

          3) THE ELECTION OF NEW DIRECTORS, AND

          4) THE ISSUANCE OF K2 COMMON STOCK IN CONNECTION WITH
             THE MERGER.

          The accompanying information statement provides
detailed information about K2, FSDN, the combined business and
the merger. Please give all of this information your careful
attention.

                                    Sincerely,

                                    /s/ Matthew de Ganon
                                    Chairman

                                    /s/ Gary W. Brown
                                    Chief Executive Officer


KAISER ALUMINUM: Retirees Panel Hires Brobeck as Primary Counsel
----------------------------------------------------------------
The Official Committee of Retired Employees in the Chapter 11
cases of Kaiser Aluminum Corporation, and its debtor-affiliates,
sought and obtained Court approval on its employment and
retention of Brobeck, Phleger & Harrison LLP as their primary
counsel, nunc pro tunc to February 28, 2002.

Specifically, Brobeck will render:

A. research, analysis, and advice to the Retirees' Committee
    relative to the February 8, 2002 letter from James E.
    McAuliffee, Jr. vice President of Corporate & Fabricated
    Products Human Resources for Kaiser Aluminum & Chemical
    Corporation, to the "Kaiser Aluminum Retiree/ Surviving
    Spouse" and all attachments contained in the letter;

B. research, analysis, and advice to the Retirees' Committee
    relative to the March 27, 2002 letter from Kaiser Aluminum &
    Chemical Corporation as Plan Administrator to "Salaried
    Retiree/ Surviving Spouse and covered spouse/dependents, if
    any"  and all attachments contained in the letter; and,

C. any and all services authorized by the Court.

Brobeck will be paid its customary hourly rates for services
rendered that are in effect from time to time. Brobeck will
alaso be reimbursed of its actual and necessary expenses.  The
attorneys presently anticipated to be the persons primarily
involved in representing the committee and their current
standard hourly rates are:

          Attorney                    Position           Rate
    ------------------------    --------------------    ------
    Frederick D. Holden, Jr.      bankruptcy partner     $470
    Barbara P. Pletcher           benefits partner        470
    Jennifer S. Yount           bankruptcy associate      325
(Kaiser Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KELLSTROM INDUSTRIES: Has Until Sept. 18 to File Chapter 11 Plan
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Kellstrom Industries, Inc., and its debtor-affiliates,
obtained an extension of their exclusive periods.  The Court
gives the Debtors until September 18, 2002 the exclusive right
to file their plan of reorganization and until November 17, 2002
to solicit acceptances of that Plan.

Kellstrom Industries, Inc., a leader in the aviation inventory
management industry filed for chapter 11 protection on February
20, 2002. Domenic E. Pacitti, Esq., at Saul Ewing LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $371,249,106
in total assets and $402,400,477 in total debts.


KOMAG INC: Cerberus Partners Discloses 42.8% Equity Interest
------------------------------------------------------------
Cerberus Partners, L.P., a Delaware limited partnership is the
holder of 9,772,142 shares of the common stock of Komag,
Incorporated, a Delaware corporation. Stephen Feinberg possesses
sole power to vote and direct the disposition of all shares held
by Cerberus.  Thus, as of June 30, 2002, for the purposes of
Reg. Section  240.13d-3, Stephen Feinberg is deemed to
beneficially own 9,772,142 shares, or 42.8% of the shares issued
and outstanding as of that date.  Further, based upon
information  provided by the Company, 1,625,000 shares are to be
issued by the Company to certain of its  employees pursuant to
the Company's Further Modified First Amended Plan of
Reorganization, dated May 7, 2002 and, upon the issuance of such
1,625,000 shares by the Company, the Company will have
24,451,285 shares issued and outstanding for the purposes of
Reg. Section 240.13d-3, resulting in Stephen Feinberg owning
40.0% of the shares deemed issued and outstanding as of June 30,
2002.

Mr. Feinberg serves as the managing member of Cerberus
Associates, L.L.C., the general partner of Cerberus Partners,
L.P., a Delaware limited partnership. Cerberus is engaged in the
investment in  personal property of all kinds, including but not
limited to capital stock, depository receipts,  investment
companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and
nature.  Mr. Feinberg also provides investment management and
other services for various other third parties.

Pursuant to Komag's Further Modified First Amended Plan of
Reorganization, dated May 7, 2002, on June 30, 2002 Komag
exchanged certain existing debt securities of the Company and
certain other existing claims against the Company for, among
other things, (i) cash, (ii) shares, (iii) warrants to purchase
shares and (iv) new debt securities of the Company.  Pursuant to
the Plan of Reorganization, Cerberus, in exchange for its
Discharged Claims, was issued, in addition to certain new debt
securities of the Company, the 9,772,142 shares.


INTERACTIVE TELESIS: Global Crossing Pulls Plug on Services Pact
----------------------------------------------------------------
In July 2002, Interactive Telesis Inc., received Global
Crossing's notification of intent to migrate the Company's
record and replay business to another service provider with
transition beginning in July. For eleven months ending June 30,
2002, Global Crossing represents 56% of the Company's revenues.

Interactive Telesis Inc. (OTCBB:TSIS) is a provider of
customized interactive voice response (IVR) solutions and
speech-enabled hosting services. The Company filed for Chapter
11 protection on March 8, 2002 at the Bankruptcy Court for the
Southern District of California (San Diego). Diane H. Gibson,
Esq., at Ravreby and Gibson helps the Debtor in its
restructuring efforts.


LDM TECHNOLOGIES: S&P Raises Junk Corporate Credit Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on automotive components manufacturer LDM Technologies
Inc., to single-'B'-minus from double-'C' following LDM's
termination of its exchange offer for its $110 million, 10.75%
senior subordinated notes due 2007.

At the same time, Standard & Poor's raised its subordinated debt
rating on the Auburn Hills, Michigan-based company to triple-'C'
from single-'C'. The ratings were removed from CreditWatch where
they were placed May 8, 2002. The outlook is stable.

The company had offered to exchange $850 principal amount of new
11.75% senior notes due 2007 and $10 cash for each $1,000
principal amount of the existing notes. If completed, the
exchange offer would have represented a deep discount to the
face value of the existing notes, which Standard & Poor's
considers tantamount to a default.

"The ratings on LDM reflect its decent niche market position,
offset by an aggressive financial profile and limited financial
flexibility which makes the company vulnerable to intense
industry pressures," said Standard & Poor's analyst Martin King.

The company has doubled in size since 1995, primarily through a
series of acquisitions. Although the acquisitions greatly
expanded LDM's product offerings, they also left the company
highly leveraged. Debt to EBITDA is currently estimated to be
about 5.5 times.

LDM's operating results were under pressure during 2001 due to
costs associated with a delayed new product launch. However,
LDM's operating results have improved as the product has ramped
up to full production. In addition, cost-cutting initiatives,
the startup of new business, and increased vehicle production
should enable LDM to improve its financial performance in the
second half of fiscal 2002.

The ratings incorporate Standard & Poor's assumption that LDM
will remain in compliance with covenants, generate sufficient
cash to meet debt maturities, and maintain an adequate level of
liquidity. At the end of March 2002, the company had $18 million
of borrowing availability under its revolving credit facility.


MALAN REALTY: Second Quarter Net Loss Slides Up to $4.6 Million
---------------------------------------------------------------
Malan Realty Investors Inc., (NYSE: MAL), a self-administered
real estate investment trust (REIT), y announced operating
results for the second quarter of 2002.

For the quarter ended June 30, 2002, funds from operations was
$1.8 million vs. $1.4 million for the quarter ended June 30,
2001.  Cash available for distribution for the quarter ended
June 30, 2002 was $1.8 million compared with $1.2 million for
the quarter ended June 30, 2001.  Total revenues from continuing
operations (excluding gains on property sales), consisting
primarily of rent and recoveries from tenants, were $8.6 million
in the second quarter of 2002 vs. $8.9 million in the second
quarter of 2001.

For the six months ended June 30, 2002, FFO was $3.5 million vs.
$3.4 million for the six months ended June 30, 2001.  CAD for
the six months ended June 30, 2002 was $3.8 million compared
with $3.3 million for the six months ended June 30, 2001.  Total
revenues from continuing operations (excluding gains on property
sales) were $17.5 million for the first half of 2002 compared
with $18.5 million in the first half of 2001.

The decrease in revenues for both periods primarily reflected
the sale of properties in 2001, partially offset by the lease of
new or vacated space at Pine Ridge Plaza in Lawrence, Kansas and
Bricktown Square in Chicago, Illinois.

Net loss increased $1.5 million and $2.7 million for the three
and six months ended June 30, 2002, to $4.6 million and $5.9
million, respectively, compared to the corresponding periods of
2001. The results for 2002 include losses on impairment of real
estate due to the reduction of carrying value of various
properties.  The impairments were primarily the result of
rejection of leases in bankruptcy by Kmart at Marshfield,
Wisconsin and Topeka, Kansas and the anticipated closure in 2003
of a store leased to Wal-Mart at Columbus, Indiana.  The results
for both six-month periods include impairments recognized on
Bricktown Square.  The write-downs do not affect the computation
of either FFO or CAD.

During the second quarter of 2002, Kmart also rejected the lease
on its store in Forestville, Maryland and assigned the tenant
designation rights to its store in Madison, Wisconsin.  Total
annual revenues expected to be lost as a result of the three
lease rejections is approximately $1.1 million.

Malan also announced it had recorded a provision of $500,000 at
June 30, 2002 for potential environmental investigation and
remediation of certain of its properties. The company was made
aware of such environmental issues by prospective purchasers of
these properties.  Malan is conducting its own investigation and
assessment of the issues with the assistance of its
environmental consultants.

"We are making progress on the proposed property sales and
expect to have additional contracts signed shortly," said
Jeffrey Lewis, president and chief executive officer of Malan
Realty Investors.  "Values for these types of retail properties
have remained relatively good, despite the current economic
climate."

Malan said the sale of four Kmart-anchored shopping centers will
close on or about August 8, 2002.  The properties, which consist
of 467,685 square feet of gross leasable area, will be sold for
$14.8 million.  Last month the company completed the sale of
Pine Ridge Plaza for $13.85 million.

The company's annual meeting, scheduled for August 28, 2002 at
the Community House in Birmingham, Michigan at 10:00 a.m. EDT,
includes a shareholder vote to approve a plan of complete
liquidation of the company. This plan, approved by the board in
July 2002, provides for the orderly sale of assets for cash or
such other form of consideration as may be conveniently
distributed to shareholders, payment of or establishing reserves
for the payment of liabilities and expenses, distribution of net
proceeds of the liquidation to common shareholders, and the wind
up of operations and dissolution of the company.

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


NEWPOWER: Closes Sale of Ohio & Penn. Customers to Centrica Unit
----------------------------------------------------------------
Centrica plc announced that its wholly owned subsidiary, Energy
America, LLC., has completed the acquisition of 212,000 natural
gas customers of NewPower Holdings, Inc., and its subsidiaries
in Ohio and Pennsylvania.

Energy America has also completed the acquisition of other
specified assets, including gas inventory and certain computer
systems relating to the customers being acquired, bringing the
total acquisition to $23.2 million.

"We look forward to building strong relationships with these
customers and increasing our brand presence in Ohio and
Pennsylvania," said Deryk King, president and chief executive
officer of Centrica's North American operations.

Through its U.S. subsidiary, Energy America, Centrica has become
one of the largest multi-state providers of deregulated retail
energy services in North America, with customers principally
located in Georgia, Michigan, Ohio, Pennsylvania and Texas.  In
April 2002, Centrica North America announced a deal with
American Electric Power to acquire more than 800,000 customers
in Texas.

Energy America is a wholly owned subsidiary of Centrica plc, a
leading supplier in the U.K. of energy and home services.
Centrica has approximately 44 million customer relationships
worldwide.  For more information, visit
http://www.energyamerica.com

Notes:

      1. Centrica announced on 25 February, that it had signed an
agreement to acquire NewPower Holdings, Inc., through a tender
offer for all of NewPower's outstanding shares.  Completion was
subject to approval of the bankruptcy court overseeing Enron's
Chapter 11 bankruptcy proceedings of the settlement of certain
liabilities between NewPower and Enron, the termination of inter
company agreements and the issuance of an injunction restraining
third parties from making claims against NewPower in respect of
Enron-related liabilities subject to certain conditions.

      2. On 28 March, following Enron's failure to obtain from
the bankruptcy court an order prohibiting claims of third
parties with respect to potential Enron-related liabilities,
Centrica informed NewPower that it had decided not to waive the
applicable condition to Centrica's obligation to purchase
NewPower shares in the tender offer. Accordingly, Centrica and
NewPower agreed to terminate their merger agreement.

      3. NewPower filed for Chapter 11 Bankruptcy protection on
11 June, and accordingly the sale process was administered under
the relevant sections of the Bankruptcy Code.


NORSKE SKOG: Reports Modest Improvement in 2nd Quarter Results
--------------------------------------------------------------
Weak product prices for all groundwood printing paper grades
resulted in a second quarter net loss for Norske Skog Canada
Limited of $24.4 million, or 13 cents per common share, on sales
of $359.8 million. Earnings before interest, taxes,
depreciation, amortization and before other non-operating income
and expenses were $6 million.

The company's second quarter loss included an after-tax write-
off of deferred financing costs of $10.3 million, or six cents
per common share, resulting from the refinancing of its term and
operating credit facilities, a net after-tax foreign exchange
gain of $13.2 million, or seven cents per common share,
resulting from translation of its U.S. dollar denominated debt,
and the release of future income taxes of $9.7 million, or five
cents per common share. For the same period a year ago, the
company reported net earnings of $5.3 million, or four cents per
common share, on sales of $289.6 million and EBITDA of $25.5
million.

The company said difficult market conditions for paper persisted
through the second quarter. Prices came under further pressure
as advertising lineage, the primary driver for paper consumption
in the company's core business categories, remained at depressed
levels. The impact on earnings of lower prices, and to a lesser
extent, a lower-value customer mix and a weaker U.S. dollar, was
partly offset by stronger sales volumes of specialty papers and
newsprint and improved production costs.

In contrast, the company's pulp and containerboard businesses
fared better as prices improved, largely as a result of low
customer inventories and the weakening U.S. dollar, and sales
volumes increased, due primarily to a reduction in major
scheduled maintenance downtime.

Encouraged by indications that the year-long decline in
newsprint pricing has now bottomed out, the company has
announced a US$50 per tonne increase for its newsprint effective
August 1. Russell J. Horner, NorskeCanada's president and chief
executive officer, said the company has continued with its
relentless attack on manufacturing costs through the bottom of
the cycle.

"Despite the tough market conditions for paper, our organization
has been fiercely focused on successfully managing the
controllable cost elements of our business. As a result, we are
in a strong competitive position as markets turn upward," Horner
said.

The company continues to make excellent progress in its drive to
be a leading lower-cost producer, and remains on track to
capture its projected synergies from the acquisition of Pacifica
Papers. As of June 30, 2002, assuming a 100% operating rate, the
annualized run-rate of EBITDA-improving synergies captured by
the company was $93 million, of which $88 million related to
EBITDA-improving synergies. The company's December 31, 2002
total synergy target is $100 million, of which $93 million
relates to EBITDA-improving synergies. The results for the
current quarter reflect EBITDA-improving synergies of
approximately $19 million ($74 million per year).

During the current quarter, the company successfully completed a
new equity offering, issuing 31.1 million common shares for net
proceeds of $208.6 million. The company used the funds, along
with cash on hand and drawings on its operating credit facility,
to repay its term debt. As a result, the company's capital
structure has improved with total debt to total capitalization
lowered to 41% from 54%, and annual interest expense reduced by
$13 million. In July 2002, the company also replaced its
existing revolving operating loan with a new $350 million
revolving operating loan.

For the six months ended June 30, 2002, the company recorded a
net loss of $65.9 million, or 37 cents per common share, and
sales of $684.1 million. The results compare to net earnings of
$37.7 million, or 30 cents per common share, and sales of $653.8
million for the comparative period in 2001. The net loss
includes the write-off of deferred financing costs, foreign
exchange gain and release of future income tax, as previously
highlighted in the second quarter results above. EBITDA for the
first half of 2002 was $3.9 million compared to $111.8 million
for the same period last year.

            Management's Discussion and Analysis

The following management's discussion and analysis should be
read in conjunction with the unaudited interim consolidated
financial statements for the three-month periods ended June 30,
2002, June 30, 2001 and March 31, 2002. The consolidated
statements of earnings and retained earnings and cash flows for
the three months ended June 30, 2001 include the results of our
former Mackenzie pulp operations to their date of sale of June
15, 2001, exclude the earnings of Pacifica Papers Inc., which
was acquired on August 27, 2001, and exclude the impact of
a change in the Company's capital structure arising from the
Acquisition, the payment of a special distribution to
shareholders and an equity offering of $217.7 million in May
2002. These events affect comparisons with historical results.

Difficult market conditions, primarily in the form of weak
advertising and newspaper/magazine lineage, resulted in a
further erosion of prices across all grades during the second
quarter of 2002. On a positive note, newsprint prices have now
stabilized and all the major producers have announced a price
increase of US$50 per tonne for August 1, 2002. Prices for
specialty papers are projected to decline slightly in the near
term before recovering later in the year. Looking further ahead
to 2003, we expect groundwood paper prices to gain gradual
upward momentum as the U.S. economy strengthens.

Pulp and containerboard prices improved in the second quarter,
aided by low producer inventories and a weakening U.S. dollar.
Although there is some uncertainty regarding the robustness of
this recovery in the short term, it is anticipated that prices
will resume their upward trend towards the end of this year and
into 2003 as paper markets improve.

Despite the adverse market conditions, we continue to maintain a
tight control over manufacturing costs and focus on maximizing
synergies from our acquisition of Pacifica. We remain optimistic
that we will meet our December 31, 2002 synergy target of $100
million and continue to look for further opportunities to exceed
that target.

                    Results of Operations

For the three months ended June 30, 2002, we incurred a net loss
of $24.4 million on sales of $359.8 million. Earnings before
interest, taxes, depreciation, amortization and before other
non-operating income and expenses were $6.0 million. Our net
loss included an after-tax write-off of deferred financing costs
of $10.3 million associated with repaid term and operating
credit facilities, an after-tax foreign exchange gain of $13.2
million arising from the translation of U.S. dollar denominated
debt, and the release of future income taxes of $9.7 million.
This compares to the first quarter of 2002 when we recorded a
net loss of $41.5 million and EBITDA of negative $2.1 million on
sales of $324.3 million. For the quarter ended June 30, 2001, we
reported net earnings of $5.3 million and EBITDA of $25.5
million on sales of $289.6 million.

For the six months ended June 30, 2002, our net loss totalled
$65.9 on sales of $684.1 million, compared to net earnings of
$37.7 million on sales of $653.8 million for the comparative
period in 2001. Our net loss included an after-tax write-off of
deferred financing costs of $10.3 million, an after-tax foreign
exchange gain of $13.4 million arising from the translation of
U.S. dollar denominated debt, and the release of future income
taxes of $9.7 million. Net earnings for the first half of 2001
included an after-tax loss of $19.0 million on the sale of
Mackenzie and the amortization of $10.2 million of deferred
credits upon utilization of acquired tax losses. EBITDA for the
first six months of 2002 totaled $3.9 million, compared to
$111.8 million for the same period last year.

                          Update on Synergies

We continue to make solid progress in the capture of synergies
from our acquisition of Pacifica. On an annualized run-rate
basis, assuming operations are at full capacity, we have now
captured synergies totaling $93 million, of which $88 million
relates to EBITDA. Based on actual operating rates, the results
for the current quarter reflect EBITDA-improving synergies of
approximately $19 million ($74 million per year). We remain
optimistic that we will meet our revised December 31, 2002
synergy target of $100 million, of which $93 million relates to
EBITDA, and continue to look for further opportunities to exceed
that target.

                       Other Developments

In early July 2002, the B.C. government announced a new
scientifically based limit to control adsorbable organic halide
discharges from pulp mills. A new monthly average limit of 0.6
kilograms of AOX per tonne of pulp produced has been set for
bleached kraft pulp mill effluent such as that produced at our
Crofton and Elk Falls divisions. As a result of significant
capital expenditures and process improvements in the last
decade, both our Crofton and Elk Falls pulp facilities now
operate below these new limits. The new regulations replace
those introduced by the previous provincial government, which
had mandated that all AOX discharges be eliminated by December
31, 2002.

                            Outlook

It appears that paper prices have finally bottomed out.
Newsprint producers have announced a price increase of US$50 per
tonne for August 1, 2002, and it is possible that further price
increases may follow by the end of this year. Prices for
specialty papers are projected to decline slightly in the near
term before recovering later in the year. Looking further ahead
to 2003, we expect groundwood paper prices to gradually improve
as the U.S. economy strengthens.

For pulp and containerboard, the successful implementation f
several price increases, resulting from a declining U.S. dollar
and an improved supply and demand situation during the second
quarter of 2002, suggests that the bottom of the cycle is behind
us. Although there is some uncertainty regarding the robustness
of this recovery in the short term, it is anticipated that
prices will resume their upward trend towards the end of this
year and into 2003 as paper markets improve.

Since the majority of our products are priced in U.S. dollars,
in the short term the stronger Canadian dollar will have a
negative impact on our earnings. However, the weakening of the
U.S. dollar relative to major currencies such as the euro,
should in due course result in a positive increase in U.S.
dollar prices for paper and pulp, which should more than
offset the impact of the weaker U.S. dollar.

Notwithstanding the above, we remain conservatively positioned
in the event that the awaited recoveries in paper, pulp and
containerboard markets take longer than anticipated.

                           *   *   *

As previously reported in the July 23, 2002 edition of the
troubled Company Reporter, Norske Skog Canada Limited has closed
a new, more flexible credit facility. The initial commitment by
the underwriters of $300 million, from lead arrangers TD
Securities and RBC Capital Markets, was oversubscribed in
syndication, allowing the facility to be increased to $350
million.

The new credit facility represents the final step in the
company's balance sheet restructuring. On May 28, 2002 the
company completed the sale of 31,100,000 NorskeCanada common
shares from treasury at a price of $7.00 per share, for gross
proceeds of $217.7 million. The net proceeds of that offering,
combined with cash and existing credit facility drawings, were
used to repay all of NorskeCanada's secured term debt of $380
million. Interest expense has now been reduced by $13 million
annually.


PANAVISION: S&P Places CCC Corp. Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its triple-'C' corporate credit rating, on motion
picture camera systems company Panavision Inc. remain on
CreditWatch with negative implications. Panavision affiliate M&F
Worldwide Corp. recently announced that its April 2001 purchase
of Panavision will be reversed to settle lawsuits by M&F's
minority shareholders and end the lengthy litigation process.
Woodland Hills, California-based Panavision had $480 million in
debt at the end of the first quarter. "The reversal of the sale
will not directly affect Panavision's liquidity or financial
obligations, including recently announced transactions that
moderately reduced the company's debt," said Standard & Poor's
credit analyst Steve Wilkinson. These transactions include the
injection of $10 million in cash, which was used to prepay
Panavision's revolving credit facility, and the cancellation of
$37.7 million of the company's discount notes in exchange for
the issuance of perpetual, 10% paid-in-kind preferred stock.
Wilkinson added, "Standard & Poor's still has significant
concerns about the company's capital structure and liquidity."

These concerns are due to Panavision's very modest cash balances
and borrowing availability, high debt levels, and historically
negative discretionary cash flow. Further concerns relate to the
company's growing cash debt-servicing requirements as a result
of increasing debt maturities and the start of cash interest
payments on its discount notes on August 1, 2002.

Panavision's revenue and profitability should begin to rebound
in the second half of 2002, but the extent of the improvement is
unclear, especially considering the ongoing soft advertising
market. Resolution of the CreditWatch listing will depend on the
company's success in restoring liquidity and further alleviating
the financial burdens of its existing capital structure.


PERSONNEL GROUP: Evaluating Possible Debt Restructuring Deals
-------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA), a leading
information technology and professional staffing services
company, announced its results for the second quarter and six
months ended June 30, 2002.

For the second quarter, total revenues were $141.7 million, down
from $194.4 million in the second quarter last year. PGA's
Information Technology Services practice contributed $77.6
million, or 55%, of total revenues during the quarter, and its
Commercial Staffing business unit added $64.1 million, or 45%,
of total revenues. Cash from operations was $5.4 million, up
$8.9 million from the first quarter, exclusive of the income tax
refund received in June 2002. Before restructuring and
rationalization charges, the Company lost $1.5 million during
the second quarter, compared to net income, also exclusive of
restructuring and rationalization charges, of $0.4 million
during the second quarter of 2001. After the restructuring and
rationalization charges, the Company reported a net loss of $2.7
million compared to a net loss of $1.1 million in the second
quarter last year.

As previously reported, in accordance with Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," the Company performed a fair market value
analysis on its businesses as of the beginning of the year with
the assistance of an independent valuation firm. Based on this
analysis, the Company also recorded a non-cash impairment charge
of $284.7 million, $242.5 million after income taxes, or $9.08
per share, as the cumulative effect of a change in accounting
principle, resulting in shareholders' equity of $45.8 million as
of June 30, 2002. In connection with the adoption of SFAS 142,
the Company also recorded in 2002 a non-cash income tax charge
against income from operations of approximately $4.9 million, or
$0.18 per share. Partially offsetting this non-cash tax charge,
the Company recorded an income tax benefit of $0.7 million in
the second quarter and $1.2 million year to date, related to its
operating losses. Additionally, effective at the beginning of
2002, the Company eliminated the amortization of goodwill in
accordance with SFAS 142. During the second quarter of 2001, the
Company recorded goodwill amortization expense, after tax, of
$2.8 million.

Commenting on the second quarter results, Larry L. Enterline,
PGA's Chief Executive Officer, noted, "We are encouraged by the
upturn in commercial staffing revenue in the second quarter, and
by the moderation in demand decline for IT staffing and
solutions. While we recognize that a sustained increase in
commercial staffing generally signals a recovery within the
broader economy, we remain cautious in our outlook for
technology spending in the near future, and believe the likely
point of market equilibrium for IT has moved out to later this
year. We continue to believe that our focus on cost containment
and operational improvements will serve the Company well, both
today and at such time as the recovery makes itself fully felt."

"We continue working hard to remain in compliance with the New
York Stock Exchange listing standards," continued Enterline. "We
continue to be monitored by the NYSE for compliance with the
business plan we submitted to the NYSE earlier this year. The
weak equity market and the balance sheet reduction in
shareholders' equity caused by the adoption of SFAS 142 have now
resulted in the Company dipping below the NYSE's $1.00 minimum
trading price and $50.0 million total shareholders' equity
requirements. We are in ongoing discussions with the NYSE and
are committed to taking appropriate action to ensure that PGA's
common shares remain listed for trading, either on the NYSE or
on another stock exchange."

"Our quarterly results reflect improvements in a great many
areas," stated James C. Hunt, PGA's Chief Financial Officer. "We
are pleased with the improvements in our commercial staffing
overall business performance and with the increase in the
Company's overall EBITDA to $4.2 million in the second quarter,
up from $3.7 million in the first quarter. This increase and
strong balance sheet management allowed us to repay an
additional $6.3 million in senior debt this quarter.
Additionally, we had cash on hand at the end of the second
quarter of $25.3 million, which preserves the Company's
negotiating options during discussions examining alternatives
for debt restructuring. Should those discussions not lead to a
near-term outcome, that cash on hand will be applied to debt
repayment. Adopting SFAS 142 will not have an impact on our cash
flow or continued compliance with the financial covenants in our
bank credit agreement."

                  Information Technology Services

IT Services revenues in the second quarter decreased 5.7% from
$82.3 million in the first quarter to $77.6 million, as the weak
corporate IT spending environment continued throughout the
second quarter. IT gross margins were 24.4% in the second
quarter, down from 24.9% in the first quarter this year as the
result of general margin pressures attributable to the
challenging IT business environment. Operating income margins
were 4.8% before restructuring and rationalization charges, down
from 5.0% in the first quarter.

The Company's bill rate and pay rate declined slightly during
the second quarter. Average bill rates were $77.34 in the second
quarter and average pay rates were $58.43, down slightly from
$78.73 and $59.17, respectively, in the first quarter. IT
billable headcount also declined from the first quarter levels,
with an average of approximately 2,230 IT professionals on
assignment during the quarter and an end of quarter level of
approximately 2,200 professionals.

                     Commercial Staffing

Revenues for PGA's Commercial Staffing unit in the second
quarter increased 7.3% from $59.7 million in the first quarter
to $64.1 million as the result of broader economic improvements
throughout the second quarter. Gross profits in Commercial
Staffing in the second quarter were $14.4 million, up 8.6% from
$13.2 million in the first quarter. Commercial Staffing
permanent placement revenues in the second quarter rose 30.1% to
$2.6 million from $2.0 million in the first quarter and rose as
a percentage of total division sales to 4.0% in the second
quarter from 3.3% in the first quarter. As a result of the
stronger permanent placement business, gross margin percentage
for the quarter increased to 22.4%, up from 22.2% in the first
quarter. Operating income margin was 4.2%, up from 3.1% in the
first quarter due primarily to the increase in revenues and the
ongoing maintenance of stringent cost controls.

           NYSE Listing and Potential Debt Restructuring

The Company intends to continue discussions with NYSE officials
regarding its plan to restore compliance with all listing
standards, including potentially seeking approval from its
shareholders for a reverse stock split. Although the Company
believes it can achieve compliance with the NYSE's continued
listing standards through its ongoing efforts, or alternatively
obtain listing of its shares on another national securities
exchange or established over-the-counter trading market, there
can be no assurance that the Company will be able to maintain
its listing on the NYSE or effect a new listing on another stock
exchange.

Additionally, although the Company expects to consider a
possible debt restructuring that could include the conversion of
certain debt into equity and may discuss such a restructuring
with its lenders, there can be no assurance that any such
potential debt restructuring will be consummated.

Personnel Group of America, Inc., is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations are being
rebranded "Venturi Staffing Partners" over the balance of 2002.


PINNACLE TOWERS: Engages GJWHF as Real Estate Consultants
---------------------------------------------------------
Pinnacle Towers III Inc., secured authority from the U.S.
Bankruptcy Court for the Southern District of New York to
continue the engagement of GJWHF, Inc., as special real estate
consultant.

GJWHF has served as a real estate consultant to Debtors since
1999. The services that GJWHF has performed include assisting in
the purchase and sale of real property and negotiating real
estate leases. GJWHF also assists Debtors in evaluating and
renegotiating its existing real estate leases. This retention
has afforded GJWHF an extensive experience with the Debtors'
owned and leased real estate. In this particular case, GJWHF is
expected to assist the Debtors with their ongoing lease
evaluation and renegotiation efforts.

GJWHF will receive its customary hourly fee of $25 per hour,
plus certain additional bonuses based on the per month savings
achieved as a result of GJWHF's efforts on Debtors' behalf.

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.


PLANVISTA: Planned Offering Likely to Create Conflict with Board
----------------------------------------------------------------
PlanVista Corporation has announced a public offering of its
common stock. It is offering for sale an aggregate of 5,174,979
shares of its common stock and certain of its existing
stockholders are offering for sale an aggregate of 275,529
shares of its common stock in a firm commitment underwriting.
PlanVista Corporation will not receive any of the proceeds from
the shares of common stock sold by the selling stockholders.

The Company's common stock currently trades on the New York
Stock Exchange under the ticker symbol "PVC".  The last reported
sales price of its common stock on the New York Stock Exchange
on July 18, 2002 was $11.75 per share, as adjusted to reflect an
approved one-for-five reverse stock split. PlanVista expects the
public offering price of its common stock in this offering will
be substantially lower than that price due to a number of
factors, including the amount of common stock that it must sell
in this offering to repay its credit facility and redeem its
Series C convertible preferred stock, which, unless redeemed,
will be convertible in 2003 into at least a majority of its
fully diluted common stock; the significant dilutive effect of
this offering on its currently outstanding common stock; and the
lack of significant trading volume in its common stock.

This offering creates a potential conflict of interest for
PlanVista's Board of Directors, who could be replaced if the
Company's senior lenders were to obtain control of the company;
potentially entrenches the management of the Company; will
result in substantial dilution to existing stockholders; and
prevents its senior lenders from obtaining control of the
company through conversion of the preferred stock, which would
also result in substantial dilution to its stockholders.

The Company expects to delist its common stock from the New York
Stock Exchange, and it has been approved to have its common
stock listed on The Nasdaq National Market under the symbol
"PVSN"; #148; conditioned upon its ability to meet certain
qualifications upon the effectiveness of this offering.

PlanVista has granted an over-allotment option to the
underwriters. Under this option, the underwriters may elect to
purchase a maximum of 817,576 additional shares of Company
common stock within 30 days following the date of the prospectus
to cover over-allotments, if any.

PlanVista (formerly HealthPlan Services) provides cost-
containment services to health care payers and providers,
including integrated network access, electronic claims
repricing, and claims and data management services. The company
is selling its third-party administration and managing general
underwriter units to Sun Capital Partners; it had already shed
its workmens'- and unemployment-compensation businesses. Third-
party administration had accounted for a majority of revenue,
but that was declining, and New England Financial Life and Ceres
Group alone accounted for more than 40% of revenue.


PORTLAND GENERAL: Fitch Cuts Ratings Over Low Fin'l Flexibility
---------------------------------------------------------------
Fitch Ratings has lowered the ratings on Portland General
Electric Co.'s outstanding securities as follows: senior secured
to 'BB+' from 'BBB'; senior unsecured debt to 'BB-' from 'BBB-;
and, preferred stock to 'B' from 'BB'. The commercial paper
rating is lowered to 'B' and withdrawn. All of PGE's outstanding
securities remain on Rating Watch Negative.

The downgrade reflects PGE's reduced financial flexibility
resulting from the company's status as a subsidiary of an
insolvent parent, Enron, and a difficult capital market
environment. In our May 22, 2002 press release on the PGE rating
downgrade, we expressed concern regarding the company's ability
to access capital markets and stated that the company's
investment grade ratings were contingent upon a demonstration of
financial flexibility. Since that time, PGE has not accessed the
long-term capital markets. In Fitch's view, the continuing
uncertainty associated with the company's lack of financial
flexibility and potential liquidity problems is not consistent
with an investment grade rating.

Our ratings also consider the company's strong stand-alone
financial profile, constructive regulatory relations, and ring-
fencing provisions that insulate the company from incorporation
in the Enron bankruptcy. The ratings nonetheless also consider
risk associated with PGE's ongoing exposure to the Enron
bankruptcy, which is underscored by the termination of the
proposed sale of PGE to Northwest Natural, and also by the fact
that certain matters requiring shareholder ratification must be
approved by Enron management, its creditors' committee and
bankruptcy court. The ratings consider contingent liability
issues related to the Enron bankruptcy and the uncertainty
regarding ongoing investigations into PGE's possible involvement
in trading strategies employed by Enron in the western U.S.
power markets, although these issues remain secondary to our
concerns about the utility's financial flexibility.

In June 2003, PGE negotiated a $72 million secured revolving
credit facility that replaced a $200 million unsecured 364-day
credit facility. At that juncture, PGE provided first mortgage
bonds to secure its three-year revolving credit line, which
matures in July 2003. At the end of July 2002, PGE had cash and
unused short-term borrowing capacity of about $100 million.
Notwithstanding management efforts, the utility has not yet
demonstrated access to long-term capital markets, so far in
2002. Without funding from external sources, PGE may have
difficulty refinancing expected maturities of $150 million in
December 2002 and $180 million in 2003 ($140 million in May 2003
and $40 million in August 2003). In addition, the Watch Negative
reflects the possibility of financial pressures to provide
collateral to contract counter-parties.


PRIMUS TELECOMMS: June 30 Balance Sheet Upside-Down by $151MM
-------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL), a
global facilities-based Total Service Provider offering an
integrated portfolio of voice, data, Internet, and Web hosting
services, announced results for the second quarter of 2002.

"Contrary to most of the reported trends in the
telecommunications industry, PRIMUS in the second quarter
recorded increased revenues, increased EBITDA (earnings before
interest, taxes, depreciation and amortization), increased
customer base, reduced debt, and set record levels of income
from operations," said K. Paul Singh, Chairman and Chief
Executive Officer of PRIMUS. "While I am very pleased with our
performance in an extremely difficult business environment, our
challenge is to improve further -- and I am confident we can. In
fact, given our strengthened competitive position and our
escalating level of EBITDA generation, we are raising EBITDA
guidance for the second time this year. We are now setting our
sights on attaining an EBITDA goal in the range of $95 million
to $100 million for the full year of 2002, an increase from our
prior guidance of between $75 million to $90 million for the
full year 2002.

"With our available cash resources, our current and projected
EBITDA generation, and assuming a stable to modestly improving
business environment, we believe that the need for additional
funding for survival has been substantially reduced for the
foreseeable future. However, the Company plans to continue to
pursue aggressively steps to reduce debt and to enhance cash
flow, as well as to raise senior secured financing and equity
capital to strengthen the balance sheet further and to pursue
opportunities for growth. As our operating performance continues
to improve and our debt reduction initiatives continue to
deliver results, we believe our ability to raise such financing
on favorable terms is greatly enhanced."

                Second Quarter Financial Results

PRIMUS's net revenue in the second quarter of 2002 was $251
million, compared to $245 million in the first quarter of 2002
and $271 million in the second quarter of 2001. "Overall revenue
increased on a sequential quarter basis primarily as a result of
organic growth in our retail units and favorable foreign
currency exchange rates," stated Neil L. Hazard, Executive Vice
President and Chief Operating and Financial Officer of PRIMUS.

Net revenue for the second quarter of 2002 was derived
geographically as follows: 36% from North America, 36% from
Europe, and 28% from Asia-Pacific. Net revenue by customer type
was 77% retail (29% business and 48% residential) and 23%
carrier. Data/Internet and voice-over-Internet protocol (VoIP)
services revenues grew to $42 million and represented 16.8% of
total revenue in the second quarter, compared to $38 million and
13.9% in the same period last year. Voice revenues accounted for
83.2% of revenue in the second quarter, a slight increase from
83.1% in the first quarter of 2002 and a decrease from 86.1% in
the year-ago quarter.

Gross margin for the second quarter of 2002 was $85 million,
which was 34.0% of net revenue, compared with $83 million and
34.0% of net revenue for the first quarter of 2002, and $76
million and 28.0% of net revenue in the year-ago quarter.

Selling, general, and administrative (SG&A) expenses for the
second quarter of 2002 were $62 million or 24.5% of net revenue,
down from $62 million or 25.3% of net revenue in the first
quarter of 2002 and $79 million or 29.1% of net revenue for the
second quarter of 2001. "PRIMUS has continued to pare its SG&A
expenses through consolidation of network facilities and related
functions as well as back office operations which have resulted
in more efficient utilization of personnel and fixed assets,"
stated Mr. Hazard.

EBITDA for the second quarter of 2002 was a record $24 million,
compared to $21 million in the first quarter of 2002 and $3
million in the second quarter of 2001. Income from operations
significantly increased in the second quarter to $4 million, up
nearly four-fold sequentially from $1 million in the first
quarter of 2002 and a loss of $40 million in the year-ago
period.

PRIMUS had a net loss of $12 million in the second quarter of
2002, compared with a net profit of $116 million for the second
quarter of 2001, which included an extraordinary gain of $186
million which was primarily attributable to the repurchase or
exchange of debt. The weighted average number of basic and
diluted common shares outstanding this quarter was 64.8 million
compared to 52.4 million for the second quarter of 2001.

PRIMUS' June 30, 2002, balance sheet shows a total shareholders'
equity deficit of close to $151 million.

                   Financial Results Guidance

"Although the telecommunications industry remains competitive
and general business spending remains low, we believe PRIMUS is
positioned to achieve its goal to generate net revenue for 2002
in excess of $1 billion, with modest top-line sequential growth
expected in the third quarter, assuming stabilized foreign
exchange rates," said Mr. Hazard. "Moreover, with this growth
outlook and our ongoing initiatives to reduce costs, our EBITDA
goal for the third quarter is in the range of $25 million. At
that increased level of EBITDA generation, the Company believes
that it now can attain an increased goal for EBITDA in the range
of $95 million to $100 million for the full year 2002. The
Company is maintaining its full year 2002 capital expenditures
plan in the range of $25 million primarily related to "success-
based" revenue generation and customer requirements."

                Liquidity and Capital Resources

During the second quarter, the Company generated $1 million in
cash with respect to EBITDA and foreign currency gains, less
interest payments of $16 million and working capital needs.
PRIMUS paid approximately $32 million in interest payments
during the second quarter of 2001. The decline in interest
payments is primarily due to the debt reduction efforts over the
last 18 months. PRIMUS spent $12 million in cash in the second
quarter for regularly scheduled principal payments on vendor
debt and debt reduction. Capital expenditures during the second
quarter were $6 million.

At June 30, 2002, PRIMUS had cash and restricted cash of $68
million, and long-term debt of $390 million of senior notes, $71
million of convertible debentures, and $154 million of vendor
and other debt. PRIMUS had $363 million of net property, plant
and equipment and $130 million of unencumbered accounts
receivables (out of $200 million of total accounts receivables)
at the end of June 2002.

The Company and/or its subsidiaries will evaluate on a
continuing basis, depending upon market conditions and the
outcome of events described as "forward-looking statements"
below, the most efficient use of the Company's capital,
including investment in the Company's network and systems, lines
of business, potential acquisitions, purchasing, refinancing or
otherwise retiring certain of the Company's outstanding debt
securities in the open market or by other means to the extent
permitted by its existing covenant restrictions.

              Developments Regarding Debt Reduction
                and Extraordinary Gains Treatment

During the second quarter, PRIMUS furthered its debt reduction
objectives by entering into an agreement with a vendor to
retire, at a discount, an outstanding capital lease obligation
relating to network infrastructure. This agreement has been
recorded as a reduction of the carrying amount of the assets
involved in compliance with FIN No. 26, an interpretation of
FASB Statement No. 13 with respect to capital leases. In order
to treat a similar vendor agreement consummated in the first
quarter of 2002 in the same manner, the Company will
recharacterize this earlier transaction. This transaction was
previously recorded as an $8 million extraordinary gain, in a
manner similar to the other debt reduction transactions achieved
in the first quarter of 2002 and during 2001. Upon further
review, it was determined that this was a reduction in capital
lease obligations as opposed to a reduction in line of credit
debt. Therefore, it should be recorded as reduction in property,
plant, and equipment rather than as an extraordinary gain. As a
result, the Company has reduced the previously reported first
quarter 2002 extraordinary gain from $35 million to $27 million
and net income after extraordinary gain from $29 million to $21
million. This change will have no impact on previously reported
revenue, income from operations, net income before extraordinary
items, or EBITDA. Moreover, the FIN No. 26 referred to above is
specifically related to capital leases and has no impact on the
other extraordinary gains previously reported in connection with
the debt repurchases and exchanges effected under PRIMUS's debt
reduction program.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is
a global facilities-based Total Service Provider offering
bundled data, Internet, digital subscriber line (DSL), e-
commerce, Web hosting, enhanced application, virtual private
network (VPN), voice and other value-added services. The Company
owns and operates an extensive global backbone network of owned
and leased transmission facilities, including over 300 IP
points-of-presence (POPs) throughout the world, ownership
interests in over 23 undersea fiber optic cable systems, 21
international gateway and domestic switches, and a variety of
operating relationships that allow the Company to deliver
traffic worldwide. PRIMUS has been expanding its e-commerce and
Internet capabilities with the deployment of a global state-of-
the-art broadband fiber optic ATM+IP network. Founded in 1994
and based in McLean, VA, the Company serves corporate, small-
and medium-sized businesses, residential and data, ISP and
telecommunication carrier customers primarily located in the
North America, Europe and Asia-Pacific regions of the world.
News and information are available at the Company's Web site at
http://www.primustel.com.


REVLON INC: June 30, 2002 Balance Sheet Upside-Down by $1.4BB
-------------------------------------------------------------
Revlon, Inc., (NYSE:REV) announced results for the second
quarter ended June 30, 2002 -- and CFO Douglas Greeff assured
investors in a conference call Friday that 15 quarters of
continuing losses and dwindling cash "is not a fact pattern that
would lead to a bankruptcy filing."

For the quarter, Revlon's net loss per share from ongoing
operations was $0.68 versus a net loss of $0.34 in the same
period last year.

As of June 30, 2002, Revlon's balance sheet shows a total
shareholders' equity deficit of about $1.4 billion.

                Comparison of Ongoing Operations
                      -- Second Quarter

Net sales from ongoing operations for the second quarter
declined 2.4% to $308.2 million, compared with $315.8 million in
the year-ago period, due to unfavorable foreign currency
translation in Latin America, which more than offset a modest
gain in sales in North America. Excluding the unfavorable impact
of foreign currency translation, net sales in the quarter were
substantially even with last year.

In North America, which includes the U.S., Canada and Puerto
Rico, net sales grew 0.4% to $217.0 million, from $216.2 million
in the second quarter 2001. International net sales of $91.2
million in the quarter were down 8.4% versus $99.6 million in
the second quarter of 2001, reflecting the unfavorable impact of
foreign currency translation and continued softness in Venezuela
and Argentina stemming from difficult economic conditions in
those countries. Excluding the unfavorable impact of foreign
currency translation, International net sales were down 1.5% in
the quarter.

Operating income for the quarter was $7.9 million versus
operating income of $19.5 million in the same period last year.
This performance largely reflects the impact of accelerated
amortization and other charges of approximately $11 million and
higher departmental and other general and administrative
expenses during the quarter, partially offset by lower
investment in brand support while an intensive marketing mix
review was undertaken by the Company. EBITDA for the second
quarter was $39.4 million versus $46.4 million in the same
quarter last year. Net loss for the second quarter was $35.4
million versus a net loss of $18.0 million in the second quarter
last year.

In terms of U.S. marketplace performance, according to
ACNeilsen, Revlon brand color cosmetics registered a 0.4%
increase in dollar consumption for the quarter, marking its
second consecutive quarterly consumption gain versus year-ago.
For the first six months of 2002, dollar consumption for the
Revlon brand color cosmetics was up 1.6%. Conversely, Almay
color cosmetics dollar consumption decreased 4.4% in the second
quarter, driving the Company's total color cosmetics consumption
for the quarter down 2.3% versus last year.

The Company's color cosmetics dollar market share for the second
quarter of 22.3% was approximately even with the 22.4% share
reported in the first quarter of this year and up 140 basis
points versus the 21.9% share reported in the fourth quarter
2001. Importantly, the Company continued to narrow its color
cosmetics share decline versus year-ago, with both the Revlon
and Almay brands narrowing their respective quarterly share
declines versus year-ago to 40 basis points for the second
quarter. Specifically, Revlon brand market share was 16.4% in
the current quarter versus 16.8% in the second quarter last
year, and Almay market share was 5.2% in the current quarter,
compared with 5.6% in the same period last year.

In the hair color category, Revlon showed continued strength
during the quarter, with dollar market share advancing 40 basis
points to 5.9%. Market share gains were also registered in the
anti-perspirant/deodorant and face creams and lotions
categories, while market share declined for implements.

Commenting on the quarter, Revlon President and Chief Executive
Officer Jack Stahl stated, "During the quarter, we made solid
progress across a number of dimensions. We have further
strengthened our management team, we have identified a clear
strategic path and detailed action plans for the business, and
we are beginning to roll out new marketing and merchandising
initiatives that will become evident in the marketplace as we
move forward. We are confident that the strategies and plans we
have developed and the ongoing improvements we are making in
day-to-day execution will greatly improve our performance over
time."

                Comparison of Ongoing Operations
                        -- Six Months

For the first six months of 2002, net sales from ongoing
operations of $583.6 million were down 5.8%, compared with net
sales of $619.6 million in the same period last year. Excluding
the impact of unfavorable foreign currency translation, net
sales were down 3.2%.

In North America, net sales for the first six months of $413.4
million were down 3.6% versus $428.7 million in the same period
last year. International net sales of $170.2 million decreased
10.8% versus $190.9 million in the year-ago period. Excluding
the impact of foreign currency translation, International net
sales declined 2.5% for the six-month period.

Operating income and EBITDA in the first six months of 2002 were
$14.9 million and $69.6 million, respectively, compared with
$32.0 million and $81.8 million, respectively, in the first six
months of 2001.

Net loss was $69.2 million, or $1.33 per diluted share, in the
first six months of 2002, compared with a net loss of $42.7
million, or $0.82 per diluted share, in the first six months of
2001.

                Results As Reported -- Second Quarter

On an as-reported basis, net sales in the second quarter of 2002
were $308.2 million, compared with net sales of $322.1 million
in the same period last year. EBITDA in the quarter was $36.1
million compared with EBITDA of $17.6 million in the second
quarter last year. Operating income in the quarter was $4.4
million, compared with an operating loss of $11.3 million in the
second quarter last year. Net loss in the second quarter was
$38.9 million compared with a net loss of $56.0 million in the
second quarter of 2001.

                Results As Reported -- Six Months

On an as-reported basis, net sales for the first six months of
2002 were $583.6 million, versus $635.7 million in the
comparable period last year. Operating income was $0.1 million
in the first six months of 2002, compared with an operating loss
of $20.8 million in the year-ago period. EBITDA for the first
six months was $55.2 million versus EBITDA of $37.7 million last
year. EBITDA, as defined in the company's bank credit agreement,
exceeded covenant requirements. Net loss for the first six
months was $85.0 million versus a net loss of $102.5 million in
the same period last year.

Revlon is a worldwide cosmetics, skincare, fragrance, and
personal care products company. The Company's vision is to
become the world's most dynamic leader in global beauty and
skincare. A web site featuring current product and promotional
information can be reached at http://www.Revlon.com and
http://www.Almay.com

The company's brands include Revlon(R), Almay(R), Ultima(R),
Charlie(R) and Flex(R) and they are sold worldwide.


SLI INC: Senior Banks Decide Not to Extend Forbearance Agreement
----------------------------------------------------------------
SLI, Inc., (NYSE: SLI) announced that the company had not
obtained an extension of the previously announced forbearance
agreement with respect to the company's current defaults,
including the payment default with its senior banks.  The
company said it would continue to explore all available
alternatives to restructuring its existing debt and addressing
its current liquidity issues.

SLI Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures.  The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps).  They also offer a comprehensive range
of fixtures.  The Company serves a diverse international
customer base and markets, has 31 plants in 30 countries and
operates throughout the world. SLI, Inc., is also the #1 global
supplier of miniature lighting products for automotive
instrumentation.


SECURITY ASSET: James Burchetta Discloses 7.1% Equity Stake
-----------------------------------------------------------
Mr. James D. Burchetta, whose principal occupation is President
and Director of Burchetta & Associates of White Plains, New
York, as of July 23, 2002, beneficially owns an aggregate number
and percentage of the common stock of Security Asset Capital
Corporation of 3,000,000 shares, or 7.1%.  Mr. Burchetta has the
sole power to vote or dispose of all of the shares beneficially
owned by him.

Mr. Burchetta's acquisition of these shares was part of a
Consulting Agreement dated July 18, 2002. As set forth in the
Consulting Agreement, Mr. Burchetta shall provide the Company
with consulting services that include assisting the Company in
developing its technology process specifically for its Debt
Registry function which has been created by the Company for the
purposes of registering consumer debt considered in default by
various creditors including banks and other lending
institutions; developing a potential insurance product which
will insure that proper title has passed from sellers of bulk
consumer debt to buyers of bulk consumer debt; assisting in
introductions to lending institutions which are in the business
either selling or buying consumer debt; assisting in the
development of pricing strategies; assistance in the development
of marketing strategies for the Company; assistance in the
preparation of financial projections; assistance in procuring
investors and/or lenders for the Company either through private
placements or through the public offering of securities which
shall always be in conformity with law.

                         *   *   *

As reported in the June 3, 2002 edition of the Troubled Company
Reporter, results of operations of Security Asset Capital
Corporation for the three months ended March 31, 2002 and 2001
show revenue for the three months ended March 31, 2001 was
$11,146 as compared to $120,135 for 2001. The decrease in
revenues resulted from the sale of SAP, the slowdown within the
United State's economy, in particular collections following the
events of September 11, 2001, the decrease in Loan Portfolio
sales due to management's emphasis on development of the Debt
Registry and fund raising efforts.

Net loss for the three months ended March 31, 2002 was $527,953
as compared to 941,877 for 2001, a decrease of $413,924 when
compared to the first three month of 2001. This decrease is
primarily due to the decline in general and administrative
expenses resulting from the issuance of common stock for
services, and the decrease in interest expense.

The Company plans to continue funding its operations and
proceeds from additional debt and equity capital offerings.
There is no assurance that management will be successful in
these endeavors.


SELECT THERAPEUTICS: Gets Extension to Meet AMEX Guidelines
-----------------------------------------------------------
Select Therapeutics Inc. (Amex: XZL), announced that the
American Stock Exchange has accepted Select's plan of compliance
and that the Company has received a listing extension to regain
compliance with AMEX's listing standards on or before December
31, 2003, subject to periodic review by the Exchange.

On April 26, 2002, Select received notice from the AMEX Staff
indicating that, as of the date of the letter, the Company had
fallen below the continued listings standards of the Exchange
due to stockholders equity below $2 million dollars and
sustained losses in two of its most recent fiscal years, as set
forth in Section 1003(a) of the AMEX Company Guide. Select was
afforded the opportunity to submit a plan of compliance to the
Exchange and on May 28, 2002 the Company presented its plan to
the Exchange. On July 26, 2002, the Exchange notified Select
that it accepted the Company's plan of compliance and granted
the Company an extension of time to regain compliance with the
continued listing standards.  Select will be subject to periodic
review by Exchange Staff during the extension period.  Failure
to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of
the extension period could result in the Company being delisted
from the American Stock Exchange.

"We are pleased to have received this notice of extension from
AMEX," said Craig Sibley, President and CEO. "This is another
positive step forward in returning Select to a stable and
progressive status."

Select Therapeutics Inc., is a drug development company engaged
in the development of novel, targeted therapeutic entities for
the treatment of cancers and infectious diseases. The Company is
developing its proprietary, targeted cancer therapeutic agent,
VeroPulse(TM), for the treatment of certain cancers, and also
its proprietary targeted therapeutic vaccine technologies
(Activate(TM) and VeroVax(TM) for the treatment of cancers and
infectious diseases.  In December 2001, Select Therapeutics Inc.
terminated its joint venture, Cell Science Therapeutics, and
resumed an independent path for corporate and technological
development.


SEPRACOR: Accepts Options to Buy 4.2 Mil. Shares for Exchange
-------------------------------------------------------------
In regard to the Tender Offer Statement on Schedule TO filed by
Sepracor Inc., with the Securities and Exchange Commission on
June 17, 2002, and as amended on July 3, 2002, July 9, 2002, and
July 15, 2002, relating to an option exchange program being
conducted by the Company for compensatory purposes, the Company
has advised the SEC that the Offer to Exchange expired at 5:00
p.m., Eastern Daylight Time, on July 17, 2002. Pursuant to the
Offer to Exchange, the Company accepted for exchange Options to
purchase an aggregate of 4,259,842 shares of the Company's
common stock. The Company expects that it will issue on or about
January 20, 2003, New Options to purchase 4,259,842 shares of
the Company's common stock in exchange for the Options
surrendered in the Offer.

Sepracor develops and commercializes new, patented forms of
existing pharmaceuticals by purging them of nonessential -- or
even deleterious -- molecules. Compared to their traditional-
compound counterparts, Sepracor's products (called improved
chemical entities, or ICEs) can reduce side effects, provide new
uses, and improve safety, performance, and dosage. Sepracor
focuses its ICE efforts on gastroenterology, neurology,
psychiatry, respiratory care, and urology. The firm is also
developing its own new drugs to treat infectious diseases and
central nervous system disorders. The company posted a total
shareholders equity deficit of about $293 million as of March
31, 2002.


SHELBOURNE PROPERTIES: Board Reviewing HX Investors' Proposal
-------------------------------------------------------------
Shelbourne Properties I, Inc. (Amex: HXD), Shelbourne Properties
II, Inc. (Amex: HXE), and Shelbourne Properties, III, Inc.
(Amex: HXF), which are diversified real estate investment
trusts, announced that they received a revised proposal from HX
Investors, L.P. with respect to its outstanding tender offers
for shares of the companies.  Among other things, HX proposes to
increase the purchase price per share of Shelbourne Properties I
from $53.00 to $59.00, of Shelbourne Properties II from $62.00
to $69.00 and of Shelbourne Properties III from $49.00 to
$54.50, and to reduce the incentive payment provided for in the
related plan of liquidation from 25% to 15% after the payment of
a priority return to stockholders.

The companies' boards are in the process of reviewing and
considering the revised proposal and have not yet taken a
position.  Shareholders are urged not to take any action until
such time as the Boards have made a recommendation.

Founded in 2000, Shelbourne Properties I, Inc., Shelbourne
Properties II, Inc., and Shelbourne III, Inc., are diversified
real estate investment trusts with holdings in the office,
retail and industrial asset sectors.  They are successors to
Integrated Resources High Equity Partners, Series 85,a
California Limited Partnership; High Equity Partners L.P. -
Series 86; and High Equity Partners L.P. - Series 88,
respectively.


SHELBOURNE PROPERTIES: HX Investors Hikes Offer Price for Shares
----------------------------------------------------------------
HX Investors, L.P., has increased the offer prices of its tender
offers for up to 30% of the outstanding common stock of each of
Shelbourne Properties I, Inc. (Amex: HXD), Shelbourne Properties
II, Inc., (Amex: HXE) and Shelbourne Properties III, Inc.,
(Amex: HXF) to $59.00, $69.00 and $54.50 per share,
respectively.  HX Investors, L.P., has also amended its
agreements with the Shelbourne companies to offer additional
benefits to stockholders, including a reduction in the incentive
payment provided for in the Plan of Liquidation from 25% to 15%
after the payment of a priority return to stockholders and other
beneficial undertakings and covenants designed to enhance
stockholder liquidity, representation and value.  HX Investors,
L.P. has extended the tender offers until 12:00 Midnight,
E.D.T., on August 15, 2002, unless further extended.
Approximately 70,921, 50,755 and 56,137 shares of Shelbourne
Properties I, Inc., Shelbourne Properties II, Inc., and
Shelbourne Properties III, Inc., respectively, had been tendered
pursuant to the tender offers as of the close of business on
July 31, 2002.

HX Investors, L.P., is mailing to stockholders of Shelbourne
Properties I, Inc., Shelbourne Properties II, Inc., and
Shelbourne Properties III, Inc., supplements to its Offers to
Purchase containing the revised terms set forth above.  The
supplements have been filed with the Securities and Exchange
Commission and may be obtained at its Web site at
http://www.sec.gov

For additional information, please contact MacKenzie Partners,
Inc., our information agent, at (800) 322-2885 (toll free) or
(212) 929-5500 (call collect).


STONE CONTAINER: S&P Withdraws Senior Secured Bank Loan Ratings
---------------------------------------------------------------
Standard & Poor's withdrew its senior secured bank loan ratings
on Stone Container Corp., and Jefferson Smurfit Corp. (U.S.),
wholly owned subsidiaries of Smurfit-Stone Container Corp.
Standard & Poor's is not assigning a rating to Stone Container's
new $1.3 billion term loan refinancing.

Smurfit-Stone's, Stone Container's, and Jefferson Smurfit's
single 'B'-plus corporate credit ratings are unchanged, as are
their stable outlooks.


SWAN TRANSPORTATION: UST Balks at Payment of NERA Admin. Claim
--------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region III
objects to Swan Transportation Company's application under 11
U.S.C. Sec. 503(b)(3)(D) to pay National Economic Research
Associates, Inc., its administrative expense claim.

The U.S. Trustee relates that the Debtor hired NERA before the
Petition Date to perform research and analysis of the number and
types of asbestos and silica claims that would likely be brought
against the Debtor in the future. At the time of the bankruptcy
filing, the Debtor owed $89,986 to NERA. As a result, when the
Chapter 11 case was filed, NERA became an unsecured, pre-
petition creditor of the Debtor.

Despite the fact that NERA was an unsecured creditor of the
Debtor, pursuant to Section 327(a), the Debtor filed a motion to
retain NERA, simultaneously with the Motion for Authorization to
Pay Pre-Petition Claim of Critical Vendor NERA. NERA's retention
could not be approved as long as it had a pre-petition claim
against the Debtor. The Debtor withdrew the Critical Vendor
Motion and announced that NERA had agreed to waive its claim so
that its retention could be approved, but that it wished to
reserve its rights to file a 503(b) application.

"NERA's request to have its pre-petition claim paid as an
administrative expense under Section 503(b)(3)(D), when that
same claim prevented it from being employed under 327(a) absent
a waiver, is directly contrary to controlling Third Circuit
authority," the Trustee points out.

The United States Trustee cannot think of a more obvious
scenario in which an entity was acting in its own self-interest.
Furthermore, the Motion fails to comply with the United States
Trustee Guidelines (Local Rule 2016-2):

      (a) The Motion provides only a list of expense categories
          in its request for reimbursement, stopping the Court,
          the United States Trustee and other interested parties
          to determine the reasonableness or necessity of the
          expenditures.

      (b) The Motion does not explain other services. For
          example, the Motion contains a request for
          reimbursement for "Outside Services" with no
          description of such.

      (c) The Motion fails to provide a summary page; a chart
          with a list of professionals describing their position,
          rate of compensation, hours for which compensation is
          requested and the fees requested for each professional;
          or a chart with a list of projects completed during the
          compensation period.

      (d) The Motion contains entries in which two or more
          discrete tasks are lumped together during one time
          period, preventing a reviewer from determining the
          reasonableness of the time spent on each task.

The U.S. Trustee believes that at a minimum, NERA should be
required to cure these deficiencies before being allowed any
administrative expense claim.

Swan Transportation Company filed for chapter 11 protection on
December 20, 2001. Tobey Marie Daluz, Esq., Kurt F. Gwynne,
Esq., at Reed Smith LLP and Samuel M. Stricklin, Esq., at
Neligan, Tarpley, Stricklin, Andrews & Folley, LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed assets and debts of
over $100 million.


SYSTECH: Integrated Asset Commits $11 Mill. for Informal Workout
----------------------------------------------------------------
Integrated Asset Management Corp., announced that a private
equity investment fund managed by Integrated Partners, a
subsidiary of IAM, has made a commitment of up to $11.7 million
in respect of a proposed informal financial restructuring of
Systech Retail Systems Inc., announced by Systech.

Systech is the retail industry's premier independent developer
and integrator of retail technology, including software, systems
and services to supermarket, general retail and hospitality
chains throughout North America. If the Systech Restructuring is
completed as proposed, a total of $95 million of debt and
preferred shares will be converted into common shares of
Systech.

The Fund Commitment comprises new capital to Systech, which will
be provided to Systech on a senior secured basis and will be
subsequently converted into 33.8% of the common shares of
Systech that will be issued and outstanding upon the successful
completion of the Systech Restructuring. The Fund Commitment
also includes an agreement in principle with Park Avenue Equity
Partners, L.P. to acquire $32 million of debt from Systech's
current senior lending institution which, upon the successful
completion of the Systech Restructuring, will be reduced to a
principal amount owing by Systech of an amount not exceeding
$10.2 million.

Integrated Partners manages private equity funds in excess of
$50 million providing equity financing to assist established
companies complete strategic initiatives such as
recapitalizations and management buy-outs. Integrated Partners
has one of the most experienced private equity teams in Canada
with broad experience across many industry sectors and
transaction types.

Toronto based Integrated Asset Management Corp. is Canada's
premier alternative asset manager. IAM has over $1.3 billion in
assets under management in private equity, private debt, real
estate and hedge funds. Visit http://www.iamgroup.ca
for more about the Corporation.


TANDYCRAFTS: Panel Balks at Imperial's Additional Monthly Fees
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Tandycrafts, Inc., and its debtor-
affiliates, objects to the Debtors' Second Application to
Further Extend the Monthly Payment of Imperial Capital LLC.

Imperial Capital was retained to provide the Debtors investment
banking services with $25,000 monthly fee for an initial period
of six months.  The U.S. Bankruptcy Court for the District of
Delaware entered an extension order entitling Imperial Capital a
monthly fee of $15,000 from January through April, 2002.

The Committee objects to the application to further extend the
monthly payments of Imperial Capital through July 2002. The
Committee states that it has not seen any benefit from the
services rendered by Imperial Capital and it is not apparent
that Imperial Capital may be beneficial to the estates in the
future.

The Committee relates that to date, Imperial Capital has earned
over $210,000 in monthly fees, and the Debtors are no closer to
confirming a plan of reorganization or a sale transaction.  "The
Debtors now seek an additional $45,000 for Imperial Capital to
continue its fruitless efforts, all to the detriment of the
estate and its creditors," Michael L. Vild, Esq. at The Bayard
Firm states.

The Committee further explains that while the Application notes
the past efforts of Imperial Capital in preparing an offering
memorandum and the execution of more than 40 confidentiality
agreements, it fails to disclose the efforts made and any due
diligence performed by Imperial Capital since that time.  The
Committee has received little, if any, information concerning
contacts with third parties, and has not received adequate
updates from Imperial Capital that would satisfy its concerns
regarding additional monthly payments.

Tandycrafts, a leading manufacturer and marketer of picture
frames, mirrors and other wall decor products, filed for chapter
11 protection on May 15, 2001.  Mark E. Felger, Esq., at Cozen
and O'Connor, represents the Debtors in their restructuring
efforts. Michael L. Vild, Esq., at The Bayard Firm and Jeffrey
D. Prol, Esq., at Lowenstein Sandler PC serve as counsel to the
Official Unsecured Creditors Committee. When the Company filed
for protection from its creditors, it listed assets of
$64,559,000 and debts of $56,370,000.


TEMPLETON GLOBAL: Shareholders OK Liquidation & Dissolution Plan
----------------------------------------------------------------
Templeton Global Governments Income Trust (NYSE:TGG), a closed-
end management investment company, announced the results of
voting at the 2002 Annual Meeting of Shareholders held Thursday.
Shareholders approved the election of Trustees and also approved
an Agreement and Plan of Acquisition between the Trust and
Templeton Global Income Fund, Inc., (NYSE:GIM) that provides for
the acquisition of substantially all of the assets of the Trust
by Global Income Fund in exchange solely for shares of Global
Income Fund, the distribution of these shares to the Trust's
shareholders, and the complete liquidation and dissolution of
the Trust.

The transaction, which is expected to be a tax-free
reorganization, is anticipated to become effective on or about
August 30, 2002. As set forth in the Plan of Acquisition,
shareholders will receive shares of Templeton Global Income Fund
having the same aggregate net asset value as their shares of the
Trust. The exchange of shares will be based on each fund's
relative net asset value per share as of the close of business
on the Closing Date. Trust shareholders will receive written
materials that will provide detailed information about the
exchange.

The Trust's investment manager is a wholly owned subsidiary of
Franklin Resources, Inc. (NYSE:BEN), a global investment
organization operating as Franklin Templeton Investments.
Franklin Templeton Investments provides global and domestic
investment management services through its Franklin, Templeton,
Mutual Series and Fiduciary Trust subsidiaries. The San Mateo,
CA-based company has over 50 years of investment experience and
more than $270 billion in assets under management as of June 30,
2002. For more information, please call 1-800/DIAL BEN(R) (1-
800-342-5236).


TENNECO AUTOMOTIVE: Will Close Queretaro Facility by Year-End
-------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) intends to close its Walker
exhaust manufacturing facility in Queretaro, Mexico by the end
of this year. The closure will impact 170 employees currently
employed at the facility, which produces emission control
products for original equipment manufacturers. The production
from Queretaro will be consolidated at the company's exhaust
manufacturing facility at Puebla, Mexico.

This closing is a part of the company's Project Genesis, a
worldwide initiative to optimize its manufacturing, distribution
and logistics footprint.  Project Genesis, announced in December
2001, is designed to help improve efficiency in the company's
global operations through consolidation, transferring production
between facilities, rearranging operational flow within specific
plants and increasing standardization among the company's
processes and products.

"While we regret the impact of this decision on our employees in
Queretaro, we are determined to take the necessary steps to
align our operations and capacity with changing market
conditions," said Mark P. Frissora, chairman and CEO, Tenneco
Automotive.  "We are making fundamental changes through Project
Genesis, Six Sigma and Lean manufacturing to improve our
efficiency and quality while maximizing our manufacturing,
distribution and supply chain operations."

This announcement marks the seventh of eight announced facility
closings as part of Project Genesis.  In addition, the company
is streamlining operational flow or relocating capacity at 20
manufacturing and distribution facilities, five of which are
already completed.  Year-to-date, the company has realized $2
million in savings from Project Genesis, and expects to realize
approximately $11 million from this initiative in 2002.  Once
fully implemented, the company anticipates annualized savings of
$30 million beginning in 2004.

Tenneco Automotive continues to make solid progress on improving
its operations and financial performance.  The company recently
reported higher earnings in the second quarter of this year,
with reported net income of $19 million compared with net income
of $2 million during the second quarter of 2001. The company's
strong cash performance during the quarter allowed it to
decrease its total debt by $86 million during the quarter and by
$94 million year-to-date.

Tenneco Automotive is a $3.4 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 21,000
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are Sensa-
Trac(R) and Monroe(R) Reflex(TM) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(TM) mufflers and
DynoMax(R) performance exhaust products, and Monroe(R)
Clevite(TM) vibration control components.

                         *   *   *

As previously reported, Standard & Poor's lowered its corporate
credit rating on exhaust systems and ride control products
manufacturer Tenneco Automotive Inc. to single-'B' from single-
'B'-plus due to the company's continuing poor operating
performance and high debt levels.

The outlook is negative. About $1.5 billion in debt is
outstanding at the Lake Forest, Illinois-based company.

"Despite extensive restructuring actions underway at the
company, intermediate term credit protection measures will
likely remain below levels factored into previous ratings, while
the debt burden will remain substantial," said Standard & Poor's
analyst Lisa Jenkins.


TRICO STEEL: Has Until August 31 to Use Lender' Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
a Stipulation and Agreed Order between Trico Company, LLC and JP
Morgan Chase Bank, as Administrative Agent for the Lenders under
a prepetition Credit Agreement.

Pursuant to the terms of the Cash Collateral Order, Trico may
continue using the Lenders' Cash Collateral through August 31,
2002 in accordance with a Budget delivered to the Lenders.
Trico indicates in its court papers that it is holding
approximately $16.5 million in cash.

Trico Steel Company, LLC filed for chapter 11 protection on
March 27, 2001 in the U.S. Bankruptcy Court for the District of
Delaware. Edward J. Kosmowski, Esq., and Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor represent the Debtor in
its restructuring effort.


TYCO: New Chairman & CEO Edward Breen Sends Letter to Employees
---------------------------------------------------------------
Tyco International Ltd.'s (NYSE: TYC; BSX: TYC; LSE: TYI) newly
appointed Chairman and CEO, Edward D. Breen, sent a welcome
letter to the Company's employees that simultaneously announces
the CFO Mark Sullivan and General Counsel Irving Gutin's
departures:

      Dear Colleague,

      "As your new Chief Executive Officer, I wanted to write to
you to say I am very excited to be joining Tyco.  This letter
also gives me a chance to share my perspective on the company,
outline what I see as our initial priorities and update you on
the latest developments.

     "As you might expect, before accepting this job, I took a
close look at Tyco.  Of course, I wanted to learn more about the
problems that have affected the market value of the company,
damaged its credibility and created unnecessary turmoil and
difficulty for the people of Tyco.  Let me emphasize that I
believe we will successfully tackle each and every one of these
problems.

     "At the same time, I want to highlight the many positives I
found in this company: very solid assets, strong business
fundamentals, market-leading products and the financial capacity
to address not only its problems but also its many
opportunities.  In addition, it became evident to me that Tyco
has terrific, dedicated people in its various businesses around
the world.  That's the basic reason the company achieved market-
leadership positions and has continued to turn out great
products and serve its customers faithfully, even as it has
faced a storm of controversy and criticism.

     "In the final analysis, I concluded that the positives at
Tyco far outweigh all the negatives, and for me the company
represents the opportunity of a lifetime.

     "Now that I'm with Tyco and the leadership transition is
moving forward, I am determined to focus on these immediate
priorities:

     * First, we must have an absolute commitment to integrity
       and trustworthiness throughout the organization. That is a
       fundamental imperative.

     * With that commitment, we will establish Tyco as a leader
       in creating and enforcing the best corporate governance
       practices.

     * We will continue our relentless dedication to customer
       satisfaction, with consistently superior products and
       service.

     * We will continue to build our operating businesses -- the
       heart of this company -- and strengthen the leadership
       positions they hold in their industries.

     * The growth of the operating businesses will create new
       opportunities and the most positive work environment
       possible for the employees of Tyco.

     * If we do all this well, as I commit to you we shall, we
       will restore Tyco's credibility with all our
       constituencies and build value for our shareholders.

     "In order to achieve these goals, I need to be sure we have
in place the management team that will be working with me over
the long haul to concentrate on the challenges and opportunities
that lie ahead, and therefore I plan to add key people to my
team in the near future.  Also, our Chief Financial Officer,
Mark Swartz, has talked with me about his plans and said he has
decided to leave the company.  He will continue to serve in his
present role as I settle into my job, and until we complete a
search for a new CFO, which we are starting immediately.  Mark
has made many significant contributions to the growth of Tyco
over the years, and we extend our gratitude to him.

     "In addition, Irving Gutin, who in June agreed to take on
the role of General Counsel on only a temporary basis, has told
me he wishes to retire from the company.  He has agreed to
remain in his present role until we find a successor for him as
well.  Irving deserves our gratitude not only for his many years
of service to the company, including his earlier tenure as
General Counsel, but also for his willingness to step back into
that position on a temporary basis under difficult
circumstances.

     "With regard to one of the key priorities I have mentioned,
corporate governance, I am pleased to tell you that we have
retained a widely recognized and respected expert on these
matters, Michael Useem.  He is Director of the Wharton Center
for Leadership and Change Management and Professor of Management
in the Wharton School at the University of Pennsylvania.
Professor Useem has worked with many companies on successful
programs of leadership change and governance and has written
extensively on these topics.

     "I have given Michael the following responsibilities: (1)
develop an objective, thorough and specific analysis of what
constitutes the best corporate governance practices; (2) assess,
objectively and in depth, this company's practices, compared to
the best corporate practices; (3) make specific recommendations
as to how to implement and enforce the best practices at Tyco;
and (4) work with me and the Board to ensure that necessary
changes are made quickly and effectively.  Michael is to begin
his work immediately.

     "With all the changes that are taking place at Tyco, I
believe we can look to a bright future.  Through hard work and
determination, I am confident we are going to put the issues
that have been facing the company behind us, and I want you to
know that I am dedicated to doing that as quickly as we possibly
can.  The challenges have not gone away, but I am convinced that
by focusing on the priorities outlined here, and by cooperating
with the authorities in their investigations, we'll get through
this difficult period.

     "As we do that, I believe an environment of openness and
candor will be critical.  Therefore, you are going to hear from
me fairly often on new developments and our progress. But I see
the openness as a two-way street: I want you to feel free to let
me know about any problem that you see, or suggestion you might
have, related to our efforts to put this company on the right
track and keep it there.

     "As we move ahead, I also ask that you continue to focus, as
you have, on making the best products and providing the best
service for our customers. And, wherever your job may be at
Tyco, take an active role in creating a company of which we all
will be proud -- a company that is based first and foremost on
integrity and is a great place for all of us to work.

     "Thank you for your hard work, dedication and support."

     Sincerely,

     Ed Breen

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

                            *   *   *

As previously reported, Standard & Poor's Ratings Services said
that its ratings, including its triple-'B'-minus corporate
credit rating, on Tyco International Ltd., and its subsidiaries
remain on CreditWatch with negative implications following the
company's recent earnings announcement, appointment of a new
CEO, and denial of bankruptcy rumors.

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

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


VENTURE HOLDINGS: S&P Ups Corp Rating to CCC over Coupon Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Venture
Holdings Co. LLC's $205 million, 9.5% senior notes due 2005 to
triple-'C'-minus from 'D' following Venture's payment of the
semi-annual coupon that was due on the bonds on July 1, 2002.
At the same time, the corporate credit rating on Venture was
raised to triple-'C' from 'SD'. In addition, the ratings were
placed on CreditWatch with negative implications. The Fraser,
Michigan-based company is a manufacturer of automotive
components.

Restrictive agreements with its bank group prevented the company
from making the coupon payment on its due date. However, the
indentures governing the bonds provided for 30-day grace
periods, and Venture made the required payment within that time
frame.

"The CreditWatch listings reflect the risks that Venture will be
unable to access the cash flows of its European subsidiary,
Peguform GmbH, to service its debt obligations," said Standard &
Poor's analyst Martin King.

Venture continues to contest the May 28, 2002, insolvency
petition filed by directors of Peguform. A temporary
administrator has been appointed to determine whether there is
good reason to open insolvency proceedings, and has 90 days in
which to make his determination. Venture's North American
operations have struggled during the past few years due to
reduced automotive production and pricing pressures, while the
European operations performed adequately during this period.

Venture's bank group has provided a waiver of certain potential
existing defaults under the company's credit agreement, and its
bondholders have provided consents to certain amendments of its
bond indentures to avoid potential defaults under the
indentures. The company continues to pursue a global
restructuring of its operations.

Standard & Poor's will monitor events as they develop. The
ratings could be lowered should Venture file for bankruptcy,
restructure operations or debt in a way that impairs credit
quality, or if its European operations were to be declared
insolvent.


WARNACO: Court Further Stretches Lease Decision Time to Oct. 31
---------------------------------------------------------------
For the third time, Judge Bohanon for the U.S. Bankruptcy Court
for the Southern District of New York approves a Stipulation
between Warnaco Group, Inc., and its debtor-affiliates, and
Mills Corporation within which the Debtors may assume or reject
their leases with Mills.  The store leases are:

    (1) Store No. 326
        5000 Katy Mills Circle
        Katy, Texas 77494

    (2) Store No. 680
        5000 Arizona Mills Circle Suite
        Tempe, Arizona 85282

    (3) Store No. 620
        12801 West Sunrise Blvd.
        Space 621
        Sunrise, Florida 33323

The Parties agree that:

    (a) The Stipulation is effective July 23, 2002;

    (b) The time to assume or reject the Mills Leases is further
        extended through and including October 31, 2002, subject
        to the agreed terms in this Stipulation, without
        prejudice to the Debtors' rights to seek further
        extension or to Mills' right to object;

    (c) In the event the Store No. 620 Lease is not deemed
        rejected on or before October 31, 2002, the Debtors shall
        continue to operate the retail store through and
        including January 15, 2003 and shall timely pay the
        Lessor rent for the Lease until the time the Lease is
        deemed rejected after the Holiday Period.  Furthermore,
        in the event that Store No. 620 "goes dark" in violation
        of the terms of the Debtors' Lease prior to January 15,
        2002, Mills may seek to reject the Lease, on five
        business days' notice to the Debtors' counsel; and

    (d) For Stores No. 326 and 680, the Debtors shall continue to
        perform their obligations as lessee pursuant to the terms
        of the Mills Leases through the terms of this extension.
        In the event the Stores "goes dark" or otherwise operate
        in violation of the terms of the Leases prior to October
        31, 2002, Mills may seek to reject the Lease for the
        particular store that has "gone dark" after providing
        five business days' notice to the counsels of the
        Debtors, the Debt Coordinators for the Debtors'
        prepetition banks, the Debtors' postpetition secured
        lenders, the US Trustee and the Official Committee of
        Unsecured Creditors. (Warnaco Bankruptcy News, Issue No.
        29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMS COMMS: Seeks Approval of Vote Solicitation Procedures
--------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
ask the Court for an order:

    -- establishing procedures for the solicitation and
       tabulation of votes to accept or reject their proposed
       joint Chapter 11 plan of reorganization, and

    -- scheduling a hearing on confirmation of the Debtors'
       proposed joint plan of reorganization.

The Debtors propose that the Court establish August 6, 2002 as
the record date for purposes of determining which creditors are
entitled to receive Solicitation Packages and vote on the Plan.
The Debtors intend to distribute to those creditors entitled to
vote on the Plan one or more ballots.  Ballots will be
distributed to holders of claims who are the only parties
entitled to vote to accept or reject the Plan:

  * Ballot No. 2 Class 2 Prepetition Secured Guarantee Claims

  * Ballot No. 4 Class 4 TWC Assigned Claims

  * Ballot No. 5A Class 5 Senior Redeemable Note Claims --
    individual Ballot to be returned directly to the Debtors'
    solicitation and tabulation agent.

  * Ballot No. 5B Class 5 Senior Redeemable Note Claims --
    individual Ballot to be returned to a Master Ballot Agent.

  * Ballot No. 5C Class 5 Senior Redeemable Note Claims -- Master
    Ballot to be completed by the applicable Master Ballot Agent.

  * Ballot No. 6 Class 6 Other Unsecured Claims.

Erica M. Ryland, Esq., at Jones Day Reavis & Pogue, in New York,
informs the Court that solicitation of Classes 1, 3, 7, 8 and 9
is not required and no Ballots have been proposed for these
creditors and interest holders.

Upon approval of the Disclosure Statement as containing adequate
information, the Debtors intend to mail notice, solicitation,
and tabulation materials to all creditors and all known holders
of equity interests, including:

A. the notice of the hearing to consider confirmation of the
    Plan,

B. the Disclosure Statement,

C. if applicable, letters from the Debtors and other parties
    in interest recommending acceptance of the Plan, and

D. any other materials as the Court may direct.

Additionally, Solicitation Packages delivered to holders of
Claims in Classes that are entitled to vote to accept or reject
the Plan will include an appropriate form of Ballot and return
envelope.

The Solicitation Packages will be mailed not less than 30 days
prior to the voting deadline to:

A. all persons or entities that have filed proofs of claim or
    equity interests on or before the Record Date;

B. all persons or entities listed in the Schedules as holding
    liquidated, noncontingent, undisputed claims as of the Record
    Date;

C. all other known holders of claims or equity interests against
    the Debtors, if any, as of the Record Date;

D. all parties in interest that have filed requests for notice
    in accordance with Bankruptcy Rule 2002 in the Debtors'
    Chapter 11 cases on or before the Record Date;

E. the Indenture Trustees;

F. the U.S. Trustee; and

G. the persons described below in connection with the special
    solicitation procedures for holders of Notes.

Since it is common for the holders of public securities to hold
their securities only in "street name" through brokers, banks,
or other agents, Ms. Ryland notes that the Debtors currently
lack the information necessary to solicit the votes of each
beneficial holder of a Note.  Furthermore, the Debtors cannot be
assured of getting this information through the proof of claim
process because each of the respective Indenture Trustees is
authorized to file a single proof of claim on behalf of all
holders of Notes under the corresponding indenture.

As a result of these circumstances, the Debtors ask the Court to
approve special procedures for the distribution of Solicitation
Packages and tabulation of votes with respect to the Claims of
Beneficial Owners.  Under these procedures, the Debtors will
mail a Solicitation Package or Solicitation Packages to each
Beneficial Owner holding Notes in its own name as of the Record
Date and each Master Ballot Agent for distribution to all other
Beneficial Owners as of the Record Date, in this manner:

A. To permit the mailing and facilitate the transmittal of
    Solicitation Packages to Individual Record Holders and other
    Beneficial Owners, the respective Indenture Trustee will be
    required to provide these documents to the Debtors within
    three business days after the Record Date:

     * a list in appropriate electronic or other format agreed to
       by the Debtors containing the names, addresses and
       holdings of the respective Individual Record Holders as of
       the Record Date,

     * a list in appropriate electronic or other format agreed to
       by the Debtors containing the names and addresses of the
       Master Ballot Agents and, for each Master Ballot Agent,
       the aggregate holdings of the Beneficial Owners for whom
       the Master Ballot Agent provides services, and

     * accompanying mailing labels;

B. The Debtors, upon receipt of the Record Holder Register, will
    send each Individual Record Holder a Solicitation Package
    containing the applicable Form 5A Individual Ballot for
    completion and return to the Solicitation and Tabulation
    Agent so that it is received prior to the Voting Deadline;

C. The Debtors, upon receipt of the Master Ballot Agent
    Register, will contact each Master Ballot Agent to determine
    the number of Solicitation Packages needed by the Master
    Ballot Agent for distribution to the applicable Beneficial
    Owners for whom the Master Ballot Agent performs services and
    deliver to each Master Ballot Agent a Master Ballot and the
    requisite number of Solicitation Packages with Form 5B
    Individual Ballots;

D. The Master Ballot Agents will distribute the Solicitation
    Packages they receive as promptly as possible to the
    Beneficial Owners for whom they provide services;

E. The Master Ballot Agents, upon receipt of completed Form 5B
    Individual Ballots from the Beneficial Owners, will summarize
    the votes of the Beneficial Owners and will return the
    appropriate Master Ballot to the Solicitation and Tabulation
    Agent so that it is received prior to the Voting Deadline and
    in accordance with the procedures set forth herein;

F. The Master Ballot Agents will retain the Form 5B Individual
    ballots cast by their respective Beneficial Owners for
    inspection for a period of one year following the Voting
    Deadline;

G. The Solicitation and Tabulation Agent, upon receipt of Master
    Ballots, will compare the votes cast by Individual Record
    Holders and Beneficial Owners to the information provided in
    the Record Holder Register and the Master Ballot Agent
    Register and no vote will be counted in excess of the record
    position in the Notes for a particular Individual Record
    Holder, or in excess of the aggregate position in the Notes
    of the Beneficial Owners for whom the Master Ballot Agent
    provides services;

H. To the extent that a Master Ballot contains an overvote or
    votes that otherwise conflict with the Master Ballot Agent
    Register, the Solicitation and Tabulation Agent will attempt
    to resolve the overvote or conflicting vote prior to the
    Voting Deadline;

I. To the extent that an overvote or a conflicting vote on a
    Master Ballot is not reconciled prior to the Voting Deadline,
    the Solicitation and Tabulation Agent will:

     * calculate the respective percentage of the total stated
       amount of the Master Ballot voted by each respective
       Beneficial Owner,

     * multiply the percentage for each Beneficial Owner by the
       amount of aggregate holdings for the applicable Master
       Ballot Agent identified on the Master Ballot Agent
       Register and

     * tabulate votes to accept or reject the Plan based on the
       result of this calculation; and

J. A single Master Ballot Agent may complete and deliver to the
    Solicitation and Tabulation Agent multiple Master Ballots
    summarizing the votes of Beneficial Owners of Public Note
    Instruments.

The Debtors ask the Court to dispense with any requirement to
serve holders of Class 8 WCG Equity Interests with any of the
materials contained in the Solicitation Packages.  Ms. Ryland
believes that identifying and serving each of WCG's individual
equity security holders is impracticable and economically
infeasible.

Ms. Ryland anticipates that a number of Disclosure Statement
Hearing Notices will be returned by the U.S. Postal Service as
undeliverable as a result of incomplete or inaccurate addresses.
The Debtors believe that it would be costly and wasteful to mail
Solicitation Packages to the Undeliverable Addresses.
Therefore, the Debtors ask the Court's permission that they be
excused from mailing Solicitation Packages to those persons or
entities for which they have only Undeliverable Addresses,
unless the Debtors are provided with accurate addresses for
these persons or entities, in writing, on or before the date of
the Disclosure Statement Hearing.

With respect to a transferred claim, the Debtors further propose
that the transferee will be entitled to receive a Solicitation
Package and cast a ballot on account of the transferred claim
only if:

A. all actions necessary to effect the transfer of the claim
    have been completed by the Record Date, or

B. the transferee files by the Record Date the documentation
    required by Bankruptcy Rule 3001(e) to evidence the transfer
    and a sworn statement of the transferor supporting the
    validity of the transfer.

Each transferee will be treated as a single creditor for
purposes of the numerosity requirements in Section 1126(c) of
the Bankruptcy Code and the other voting and solicitation
procedures set forth herein.

The Debtors anticipate commencing the Plan solicitation period
by mailing Ballots and other approved solicitation materials no
later than 7 business days after the entry of an order approving
the Disclosure Statement.  Based on this schedule, to be counted
as votes to accept or reject the Plan, all Ballots must be
properly executed, completed and delivered to the Debtors'
Solicitation and Tabulation Agent no later than 5:00 p.m.,
Eastern Time, on the 37th day after entry of an order approving
the Disclosure Statement.  In addition, to accommodate the
additional tabulation activities that must be performed by
Master Ballot Agents, the Debtors further propose that Master
Ballots may be submitted by facsimile so that they are received
by the Solicitation and Tabulation Agent prior to the Voting
Deadline.

The Debtors contend that a 30-day solicitation period provides
sufficient time for creditors to make informed decisions to
accept or reject the Plan and submit timely Ballots and Master
Ballot Agents to distribute Form 5B Individual Ballots and
complete and submit timely Master Ballots.

Solely for purposes of voting to accept or reject the Plan, the
Debtors propose that each claim within a class of claims
entitled to vote to accept or reject the Plan be temporarily
allowed in accordance with these rules:

A. unless otherwise provided in the Tabulation Rules, a claim
    will be deemed temporarily allowed for voting purposes in an
    amount equal to the lesser of the amount of the claim as set
    forth in the Schedules or the amount of the claim as set
    forth in a timely filed proof of claim;

B. if a claim is deemed allowed in accordance with the Plan, the
    claim will be temporarily allowed for voting purposes in the
    deemed allowed amount set forth in the Plan;

C. with respect to claims for which a proof of claim has been
    timely filed but not yet reconciled by the Debtors, if the
    claim is marked as contingent, unliquidated or disputed on
    its face; listed as contingent, unliquidated or disputed in
    the Schedules, either in whole or in part; or not listed in
    the Schedules, the claim will be disallowed for voting
    purposes;

D. if a claim for which a proof of claim has been timely filed
    is marked as a priority claim but is listed in the Schedules
    as a nonpriority claim or as a priority claim only in part,
    the claim will be temporarily allowed for voting purposes as
    a nonpriority claim in an amount equal to the lesser of the
    entire amount of the claim as set forth in the proof of claim
    or the nonpriority claim set forth in the Schedules, provided
    that the claim is not listed in the Schedules or marked on
    the proof of claim as contingent, unliquidated or disputed;

E. if a claim has been estimated or otherwise allowed for voting
    purposes by order of the Court, the claim will be temporarily
    allowed for voting purposes in the amount so estimated or
    allowed by the Court;

F. if a claim is listed in the Schedules as contingent,
    unliquidated or disputed and a proof of claim was not timely
    filed, the claim will be disallowed for voting purposes;

G. if a claim for which a proof of claim has been timely filed
    has been reconciled by the Debtors, the claim will be
    temporarily allowed for voting purposes in the amount
    determined to be owed pursuant to the Debtors'
    reconciliation;

H. if either the Debtors or the Committee have filed and served
    an objection to a claim at least 15 days before the Voting
    Deadline, the claim will be temporarily disallowed for voting
    purposes; and

I. if a claim holder identifies a claim amount on its Ballot
    that is less than the amount otherwise calculated in
    accordance with the Tabulation Rules, the claim will be
    temporarily allowed for voting purposes in the lesser amount
    identified on the Ballot.

The Debtors believe that the proposed Tabulation Rules will
establish a fair and equitable voting process.  Nevertheless, if
any claimant seeks to challenge the disallowance of its claim
for voting purposes in accordance with the Tabulation Rules, the
Debtors propose that the claimant be required to file a motion
for an order temporarily allowing the claim in a different
amount or classification for purposes of voting to accept or
reject the Plan.

The Debtors further propose that any Ballot submitted by a
creditor that files a Rule 3018 Motion will be counted solely in
accordance with the Debtors' proposed Tabulation Rules and the
other applicable provisions contained herein unless and until
the underlying claim is temporarily allowed by the Court for
voting purposes in a different amount, after notice and a
hearing.

In tabulating the Ballots, the Debtors request that these
additional procedures be utilized:

A. any Ballot that is otherwise properly completed, executed and
    timely returned to the Solicitation and Tabulation Agent or a
    Master Ballot Agent but does not indicate an acceptance or
    rejection of the Plan will be deemed a vote to accept the
    Plan;

B. if no votes to accept or reject the Plan are received with
    respect to a particular class, the class will be deemed to
    have voted to accept the Plan;

C. if a creditor casts more than one Ballot voting the same
    Claim before the Voting Deadline, the latest dated Ballot
    will be deemed to reflect the voter's intent and thus will
    supersede any prior Ballots; and

D. creditors will be required to vote all of their claims within
    a particular class under the Plan either to accept or reject
    the Plan and may not split their votes; thus, a Ballot that
    partially rejects and partially accepts the Plan will not be
    counted.

In addition, for purposes of determining whether the numerosity
and claim amount requirements have been satisfied, the Debtors
will tabulate only those Ballots cast by the Voting Deadline.

The Debtors ask the Court to schedule the Confirmation Hearing
in late September 2002.  Objections, if any, to the confirmation
of the Plan must:

    -- be in writing;

    -- state the name and address of the objecting party and the
       nature of the claim or interest of that party;

    -- state with particularity the basis and nature of any
       objection to the confirmation of the Plan; and

    -- be filed with the Court and served on the parties that
       have filed requests for notices in these cases so that
       they are received on or before the Voting Deadline.

The Debtors propose to serve on all creditors and equity
security holders, and not less than 25 days prior to the Voting
Deadline, a copy of the Confirmation Hearing Notice setting
forth:

  * the Voting Deadline for the submission of Ballots to accept
    or reject the Plan;

  * the deadline for filing Rule 3018 Motions;

  * the Confirmation Objection Deadline; and

  * the time, date, and place of the Confirmation Hearing.

In addition, the Debtors propose to publish the Confirmation
Hearing Notice in the daily edition of the Tulsa World and the
national editions of The Wall Street Journal and The New York
Times -- not less than 25 days before the Confirmation Hearing.
(Williams Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Williams Communications Group Inc.'s
10.875% bonds due 2009 (WCGR09USR1) are trading between 12.5 and
14 cents-on-the-dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCGR09USR1


WILLIAMS COS: Fitch Changes Rating Watch Status to Evolving
-----------------------------------------------------------
Fitch Ratings has revised its Rating Watch Status for The
Williams Companies, Inc.'s outstanding credit ratings to
Evolving from Negative. Details of the securities affected are
listed below.

The rating action follows the announcement that WMB has
completed a series of transactions which have significantly
bolstered its near term liquidity position. Specifically, WMB
has obtained cash and/or available credit totaling $3.4 billion
through $2 billion of secured credit facilities and net cash
proceeds of $1.4 billion from delivered from asset sales. In
addition, WMB announced that it has reached an agreement to sell
the Cove Point LNG facility in a $217 million cash transaction
which could close within 45 days. Moreover, the recent plan of
re-organization filed by Williams Communications Group could
provide WMB with additional cash proceeds of approximately $225
million later this year.

The transactions announced are clearly positive and mitigate the
near-term financial hurdles faced by WMB including its ability
to meet upcoming debt maturities and ongoing cash collateral
calls from energy trading activities. However, the ongoing
business, credit, and cash flow profile of WMB continues to
evolve. In particular, the announced divestitures, which include
key energy assets such as NGL pipelines and E&P properties, have
historically been solid cash flow generators for WMB. In
addition, the pledged collateral for the new secured credit
facilities, which includes substantially all of the oil and gas
reserves of Barrett Resources, structurally subordinates WMB's
outstanding senior unsecured debt obligations.

Critical to the direction of WMB's ratings will be its ability
to execute upon its ongoing efforts to sell, monetize, or joint
venture its energy marketing and risk management portfolio
especially given the significant amount of liquidity and capital
being consumed by this business segment. In Fitch's view any
potential transaction or arrangement which would assume WMB's
contractual obligations under long-term tolling arrangements
could have significant positive credit implications. Fitch notes
that both the recent agreement in principle related to
California power market issues and FERC's acknowledgement that
WMB has adequately addressed issues raised in a 6/30/02 show-
cause order could expedite this process.

     Summary of outstanding ratings affected by S&P's action:

                The Williams Companies, Inc.

         --'B-' senior unsecured notes and debentures;

         --'B-' feline PACs;

         --'B' short-term rating.

                      WCG Note Trust

         --'B-' senior notes.

                  Northwest Pipeline Corp.

         --'BB-' senior unsecured notes and debentures.

                 Texas Gas Transmission Corp.

         --'BB-' senior unsecured notes and debentures.

               Transcontinental Gas Pipe Line Corp.

         --'BB-' senior unsecured notes and debentures.


WORLDCOM INC: Wants to Continue Existing Cash Management System
---------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP in New York,
informs the Court that Worldcom Inc., and its debtor-affiliates,
require a coordinated and integrated system to manage the
businesses that comprise the MCI Group and WorldCom Group.  In
order to maintain their competitive edge and achieve value from
their operations, the Debtors maintain a centralized global cash
management system, which collects and disburses funds throughout
their worldwide subsidiaries and affiliates.

The Debtors seek the Court's authority to continue their
prepetition practices by operating their centralized Cash
Management System, including funding the operations of their
non-debtor foreign affiliates and subsidiaries, and maintaining
their existing bank accounts and business forms.  Otherwise, the
Debtors would be unable to maintain their global operations
thereby causing significant harm to the Debtors, their estates
and creditors.

In the ordinary course of business prior to the Petition Date,
Ms. Fife relates that the Debtors used its Cash Management
System, which is similar to the cash management systems utilized
by other major corporate enterprises, to efficiently collect,
transfer, and disburse funds generated throughout the Company's
operations.  In the United States, the Debtors maintain two main
concentration accounts at Bank of America.  Revenues generated
by the Debtors are deposited in hundreds of lock-box accounts
located throughout the United States at several banking
institutions.  Throughout the day and at the close of business,
all available funds held in the Domestic Lock-Box Accounts are
transferred to the Domestic Concentration Accounts.

Outside of the United States, the non-debtor foreign affiliates
deposit revenues in numerous lock-box and operating accounts
located throughout the world.  As in the United States, on a
daily basis, the Foreign Affiliates transfer all funds in the
Foreign Lock-Box Accounts to 11 concentration accounts
maintained by MFS Globenet, Inc., a non-debtor subsidiary, at
Bank of America in London.  WorldCom, Inc controlled MFS
Globenet's cash management.  The Debtors fund its global
operations through the Concentration Accounts by making
disbursements to pay outstanding obligations and fund working
capital.  Disbursements are coordinated among the Debtors'
business units to maximize efficiency and minimize expenses.

Ms. Fife admits that the Debtors may require changes to the Cash
Management System in order to comply with their postpetition
financing.  Among these modifications will include the
establishment of a concentration account maintained by the
Debtors at the bank designated by the administrative agent under
the postpetition financing agreement.  In addition, the Debtors
will maintain accurate records with respect to all postpetition
intercompany loans.

The Debtors also seek authority to pay, in their discretion,
prepetition amounts owed in connection with the maintenance of
the Cash Management System, including amounts that may be owed
to Bank of America.  Though the Debtors believe that no
prepetition costs are outstanding, Bank of America may require
the payment of these prepetition amounts.

Ms. Fife contends that the Debtors' Cash Management System
constitutes an ordinary course and essential business practice.
The Cash Management System provides significant benefits to the
Debtors the ability to:

  * control corporate funds;

  * ensure the maximum availability of funds when necessary; and

  * reduce borrowing costs and administrative expenses by
    facilitating the movement of funds and the development of
    more timely and accurate account balance information.

In order to maintain its worldwide presence, Ms. Fife explains
that the Debtors' operations require the existing Cash
Management System to continue during the pendency of these
chapter 11 cases, as any disruption could have a severe and
adverse impact on the Debtors' reorganization efforts.  Because
of the Debtors' corporate and financial structure, which
includes over 400 entities, it would be extremely difficult and
expensive to establish and maintain a separate cash management
system for each Debtor and non-Debtor entity.  Nevertheless, the
Debtors will maintain records of all transfers within the Cash
Management System to ensure that all transfers and transactions
will be documented in their books and records.  In addition, the
Debtors will add a notation or stamp stating "Debtor in
Possession" on all disbursement checks issued postpetition.

The Debtors believe that their transition to chapter 11 will be
smoother and more orderly, with a minimum of harm to operations,
if all bank accounts maintained by the Debtors prepetition are
continued with the same account numbers following the
commencement of these cases; provided that checks issued or
dated prepetition will not be honored, absent a prior order of
the Court.  By preserving business continuity and avoiding the
disruption and delay to the Debtors' payroll activities and
businesses that would necessarily result from closing the Bank
Accounts and opening new accounts, Ms. Fife claims that all
parties-in-interest, including employees, vendors and customers,
will be best served.  The benefit to the Debtors, their business
operations and all parties-in-interest will be considerable, in
view of the fact that the Debtors maintain over 300 bank
accounts.

The Debtors further ask the Court's permission to waive the
requirements of the United States Trustee guidelines, which
mandates the closure of the Debtors' prepetition bank accounts,
the opening of new bank accounts and the immediate printing of
new checks with a "Debtor-in-Possession" designation on them.
To minimize expenses, the Debtors want to continue to using
their correspondence and business forms, including, but not
limited to, purchase orders, multi-copy checks, letterhead,
envelopes, promotional materials and other business forms,
substantially in the forms existing immediately prior to the
Petition Date, without reference to their status as debtors in
possession.

If the Debtors are not permitted to maintain and utilize their
Bank Accounts and continue to use their existing Business Forms,
the resultant prejudice will include:

  * disruption in the ordinary financial affairs and business
    operations of the Debtors,

  * delay in the administration of the Debtors' estates, and

  * cost to the estates to set up new systems and open new
    accounts, print new business forms and immediately print new
    checks. (Worldcom Bankruptcy News, Issue No. 2; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 10.875% bonds due 2006
(WCOM06USR2) are trading between 14 and 15. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USR2
for real-time bond pricing.


WORLD STRATEGIC: Will Commence Final Wind-Up Process Tomorrow
-------------------------------------------------------------
Triax Strategic Yield Management Inc., the manager of World
Strategic Yield Fund (TSX: WSF.UN), wishes to update unitholders
on the status of the wind-up and dissolution proceedings which
were approved by the unitholders.

Immediately following the unitholders' approval on June 27,
2002, Lazard Asset Management, the Fund's investment advisor,
commenced the orderly liquidation of the Fund's portfolio and
the Fund will be entirely in cash by the close of business on
Friday, August 2, 2002. This is later than initially expected
and is due primarily to the 10-day delay experienced as a result
of having to hold an adjourned meeting.

On Tuesday, August 6, 2002, the Manager will commence the final
stage of the wind-up and dissolution process which consists of:

      1. Settling all outstanding liabilities and obligations of
         the Fund.

      2. Commencing de-listing procedures with the Toronto Stock
         Exchange. The Manager expects that the Fund's units will
         be delisted on or about the close of business on August
         8, 2002.

      3. The Fund will be terminated on or about August 14, 2002
         prior to the opening of the markets on that date.

      4. On the same day that the Fund is terminated, the Fund
         will be wound-up, and as part of that process the
         dissolution proceeds will be paid to the registrar and
         transfer agent for payment to the registered holder (CDS
         & Co.) for ultimate distribution to unitholders.
         Assuming that the dates above are met, then unitholders
         of record as at the close of business on August 13, 2002
         will receive the dissolution proceeds.


* BOND PRICING: For the week of August 5 - August 9, 2002
---------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABGenix Inc.                           3.500%  03/15/07    67
AES Corporation                        4.500%  08/15/05    20
AES Corporation                        8.000%  12/31/08    35
AES Corporation                        8.750%  06/15/08    38
AES Corporation                        8.875%  02/15/11    31
AES Corporation                        9.375%  09/15/10    61
AES Corporation                        9.500%  06/01/09    60
Adelphia Communications               10.875%  10/01/10    31
Advanced Energy                        5.250%  11/15/06    72
Advanced Micro Devices Inc.            4.750%  02/01/22    69
Aether Systems                         6.000%  03/22/05    62
Alternative Living Services (Alterra)  5.250%  12/15/02     4
Alkermes Inc.                          3.750%  02/15/07    44
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    62
Amazon.com Inc.                        4.750%  02/01/09    63
Amazon.com Inc.                        4.750%  02/01/09    62
American Tower Corp.                   9.375%  02/01/09    64
American Tower Corp.                   2.250%  10/15/09    62
American Tower Corp.                   5.000%  02/15/10    45
American Tower Corp.                   5.000%  02/15/10    44
American Tower Corp.                   6.250%  10/15/09    52
American & Foreign Power               5.000%  03/01/30    58
Amkor Technology Inc.                  5.000%  03/15/07    44
Amkor Technology Inc.                  9.250%  02/15/08    74
Amkor Technology Inc.                 10.500%  05/01/09    66
AnnTaylor Stores                       0.550%  06/18/19    64
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    73
AMR Corporation                        9.750%  08/15/21    74
AMR Corporation                        9.800%  10/01/21    74
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    71
AT&T Wireless                          7.875%  03/01/11    68
AT&T Wireless                          8.125%  05/01/12    61
AT&T Wireless                          8.750%  03/01/31    67
Best Buy Co. Inc.                      0.684%  06?27/21    67
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    59
Borden Inc.                            8.375%  04/15/16    66
Borden Inc.                            9.250%  06/15/19    62
Boston Celtics                         6.000%  06/30/38    62
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    62
Burlington Northern                    3.200%  01/01/45    43
Burlington Northern                    3.800%  01/01/20    62
CSC Holdings Inc.                      7.625%  07/15/18    66
CSC Holdings Inc.                      7.875%  02/15/18    68
CSC Holdings Inc.                      8.125%  07/15/09    74
Calpine Corp.                          4.000%  12/26/06    51
Calpine Corp.                          8.500%  02/15/11    46
Case Corp.                             7.250%  01/15/16    74
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    44
Charter Communications, Inc.           4.750%  06/01/06    39
Charter Communications, Inc.           5.750%  10/15/05    42
Charter Communications, Inc.           5.750%  10/15/05    42
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    71
Charter Communications Holdings        9.625%  11/15/09    65
Charter Communications Holdings       10.000%  04/01/09    56
Charter Communications Holdings       10.000%  05/15/11    62
Charter Communications Holdings       10.250%  01/15/10    54
Charter Communications Holdings       10.750%  10/01/09    70
Charter Communications Holdings       11.125%  01/15/11    68
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    63
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    72
CIT Group Holdings                     5.875%  10/15/08    74
Coastal Corp.                          6.375%  02/01/09    56
Coastal Corp.                          6.500%  05/15/06    70
Coastal Corp.                          6.500%  06/01/08    59
Coastal Corp.                          6.700%  02/15/27    66
Coastal Corp.                          6.950%  06/01/28    37
Coastal Corp.                          7.420%  02/15/37    39
Coastal Corp.                          7.500%  08/15/06    71
Coastal Corp.                          7.625%  09/01/08    62
Coastal Corp.                          7.750%  06/15/10    56
Coastal Corp.                          7.750%  10/15/35    41
Coastal Corp.                          9.625%  05/15/12    60
Coastal Corp.                         10.750%  10/01/10    68
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    74
Comcast Corp.                          2.000%  10/15/29    17
Comforce Operating                    12.000%  12/01/07    59
Computer Associates                    5.000%  03/15/07    72
Conseco Inc.                           8.125%  02/15/03    66
Conseco Inc.                           8.750%  02/09/04    27
Conseco Inc.                          10.500%  12/15/04    66
Continental Airlines                   4.500%  02/01/07    61
Continental Airlines                   7.568%  12/01/06    73
Corning Inc.                           3.500%  11/01/08    61
Corning Inc.                           6.850%  03/01/29    72
Cox Communications Inc.                0.348%  02/23/21    68
Cox Communications Inc.                0.426%  04/19/20    37
Cox Communications Inc.                3.000%  03/14/30    27
Cox Communications Inc.                6.800%  08/01/28    71
Cox Communications Inc.                6.950%  01/15/28    73
Cox Communications Inc.                7.750%  11/15/29    25
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    62
Crown Castle International             9.375%  08/01/11    63
Crown Castle International             9.500%  08/01/11    64
Crown Castle International            10.750%  08/01/11    69
Crown Cork & Seal                      7.375%  12/15/26    55
Crown Cork & Seal                      8.375%  01/15/05    75
Cubist Pharmacy                        5.500%  11/01/08    50
Cummins Engine                         5.650%  03/01/98    62
Dana Corp.                             7.000%  03/01/29    68
Dana Corp.                             7.000%  03/15/28    68
Delta Air Lines                        8.300%  12/15/29    67
Dillard Department Store               7.000%  12/01/28    74
Dobson Communications Corp.           10.875%  07/01/10    59
Dobson/Sygnet                         12.250%  12/15/08    74
Dresser Industries                     7.600%  08/15/96    59
Dynegy Holdings Inc.                   6.875%  04/01/11    74
EOTT Energy Partner                   11.000%  10/01/09    66
Echostar Communications                4.875%  01/01/07    70
Echostar Communications                5.750%  05/15/08    68
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    68
Enzon Inc.                             4.500%  07/01/08    68
Enzon Inc.                             4.500%  07/01/08    68
Equistar Chemicals                     7.550%  02/15/26    63
E*Trade Group                          6.750%  05/15/08    75
E*Trade Group                          6.750%  05/15/08    74
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    29
Foster Wheeler                         6.750%  11/15/05    60
Goodyear Tire                          7.000%  03/15/28    72
Gulf Mobile Ohio                       5.000%  12/01/56    61
Hanover Compress                       4.750%  03/15/08    73
Hasbro Inc.                            6.600%  07/15/28    67
Health Management Associates Inc.      0.250%  08/16/20    66
Health Management Associates Inc.      0.250%  08/16/20    67
Human Genome                           3.750%  03/15/07    67
Human Genome                           3.750%  03/15/07    67
Huntsman Polymer                      11.750%  12/01/04    67
ICN Pharmaceuticals Inc.               6.500%  07/15/08    60
IMC Global Inc.                        7.300%  01/15/28    74
IMC Global Inc.                        7.375%  08/01/18    72
Ikon Office                            6.750%  12/01/25    66
Ikon Office                            7.300%  11/01/27    70
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    49
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    50
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    56
Inland Steel Co.                       7.900%  01/15/07    58
Juniper Networks                       4.750%  03/15/07    65
Kmart Corporation                      9.375%  02/01/06    24
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    62
LTX
Corporation                        4.250%  08/15/06    71
Lehman Brothers Holding                8.000%  11/13/03    70
Level 3 Communications                 6.000%  09/15/09    35
Level 3 Communications                 6.000%  03/15/09    35
Level 3 Communications                 9.125%  05/01/08    59
Liberty Media                          3.500%  01/15/31    67
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    44
Liberty Media                          4.000%  11/15/29    46
Lucent Technologies                    5.500%  11/15/08    59
Lucent Technologies                    6.450%  03/15/29    52
Lucent Technologies                    6.500%  01/15/28    38
Lucent Technologies                    7.250%  07/15/06    64
Magellan Health                        9.000%  02/15/08    42
Medarex Inc.                           4.500%  07/01/06    70
Mediacom Communications                5.250%  07/01/06    67
Mediacom LLC                           7.875%  02/15/11    65
Mediacom LLC                           9.500%  01/15/13    70
Metris Companies                      10.125%  07/15/06    65
Mirant Corp.                           5.750%  07/15/07    62
Mirant Americas                        8.500%  10/01/21    67
Missouri Pacific Railroad              4.750%  01/01/20    67
Missouri Pacific Railroad              4.750%  01/01/30    62
Missouri Pacific Railroad              5.000%  01/01/45    58
Motorola Inc.                          5.220%  10/01/21    55
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    69
NTL Communications                     7.000%  12/15/08    16
Nextel Communications                  4.750%  07/01/07    60
Nextel Communications                  5.250%  01/15/10    54
Nextel Communications                  6.000%  06/01/11    58
Nextel Communications                  9.375%  11/15/09    53
Nextel Communications                  9.500%  02/01/09    53
Nextel Communications                 12.000%  11/01/11    74
Nextel Partners                       11.000%  03/15/10    59
Noram Energy                           6.000%  03/15/12    58
Northern Pacific Railway               3.000%  01/01/47    46
Northern Pacific Railway               3.000%  01/01/47    46
OSI Pharmaceuticals                    4.000%  02/01/09    75
Pegasus Satellite                     12.375%  08/01/06    49
Primedia Inc.                          7.625%  04/01/08    68
Primedia Inc.                          8.875%  05/15/11    69
Public Service Electric & Gas          5.000%  07/01/37    69
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    48
Qwest Capital                          7.625%  08/03/21    64
Qwest Capital                          7.750%  02/15/31    61
Rite Aid Corp.                         4.750%  12/01/06    68
Rite Aid Corp.                         7.125%  01/15/07    66
Royster-Clark                         10.250%  04/01/09    68
Rural Cellular                         9.625%  05/15/08    58
Ryder System Inc.                      5.000%  02/25/21    68
SBA Communications                    10.250%  02/01/09    57
Sepracor Inc.                          5.750%  11/15/06    53
Sepracor Inc.                          7.000%  12/15/05    65
Silicon Graphics                       5.250%  09/01/04    54
Solutia Inc.                           7.375%  10/15/27    59
Sprint Capital Corp.                   6.875%  11/15/28    72
Time Warner Telecom                    9.750%  07/15/08    54
Tribune Company                        2.000%  05/15/29    63
Triton PCS Inc.                        8.750%  11/15/11    55
Triton PCS Inc.                        9.375%  02/01/11    60
US Airways                             6.820%  01/30/14    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    45
United Air Lines                      11.210%  05/01/14    37
Universal Health Services              0.426%  06/23/20    59
US Timberlands                         9.625%  11/15/07    63
US West Capital                        6.875%  07/15/28    67
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    36
Weirton Steel                         10.750%  06/01/05    50
Weirton Steel                         11.375%  07/01/04    60
Westpoint Stevens                      7.875%  06/15/08    57
Williams Companies                     7.125%  09/01/11    74
Williams Companies                     7.625%  07/15/19    66
Williams Companies                     7.750%  06/15/31    61
Williams Companies                     7.875%  09/01/21    66
Xerox Corp.                            0.570%  04/21/18    54
Xerox Credit                           7.125%  08/05/12    55
Xerox Credit                           7.200%  08/05/12    67
XO Communications                      5.750%  01/15/09     1

                           *********

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

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

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

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

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

                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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 ***