TCR_Public/020806.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 6, 2002, Vol. 6, No. 154     

                          Headlines

ANC RENTAL: Proposes Uniform Reclamation Demand Procedures
ADELPHIA BUSINESS: Gets OK to Replace Bond with Letter of Credit
ADELPHIA COMMS: Court Determines Utilities Adequately Assured
ALARIS MEDICAL: June 30 Balance Sheet Upside-Down by $40 Million
AMERICA WEST: Reports Improved System-Wide On-Time Performance

AMERICAN GOLF: Satisfies Conditions Under Restructuring Pacts
AREMISSOFT: Emerges from Chapter 11 Reorganization Proceeding
AUTHORISZOR INC: Closes $900K Sale of Shares to Investment Group
BETHLEHEM STEEL: Chicago Exchange Delists Shares as of July 24
BUDGET GROUP: Seeks Approval of $1.5 Billion Fleet Financing

CANADIAN IMPERIAL: Will Complete Garden Hill Operations Tomorrow
CANMINE RESOURCES: Gets Protection Under CCAA from Ontario Court
CAPITOL COMMUNITIES: Noteholders Agree to Swap Debt for Shares
CENTIS INC: Case Summary & 20 Largest Unsecured Creditors
COLD METAL: AMEX Halts Trading Due to Violation of Guidelines

COMDISCO INC: Creditors Name 4 Members to Board of Directors
CONSECO INC: S&P Cuts Counterparty Credit Rating to Junk Level
CREDIT STORE: Brings-In Marotta Gund as Restructuring Advisors
CUSTOM FOOD: Successfully Completes Chapter 11 Reorganization
DADE BEHRING: Signs-Up PricewaterhouseCoopers as Accountants

ENRON CORPORATION: Assigning 378 Assumed Contracts to GE Power
ENRON CORP: Gets Approval to Expand Leboeuf's Engagement Terms
ETHYL CORP: Working Capital Deficit Tops $123MM at June 30, 2002
EXIDE TECHNOLOGIES: Taps Hilco to Appraise Certain Leased Assets
GENEVA STEEL: Wants to Extend Continued Cash Collateral Use

HOULIHAN'S: UST Says Disclosure Statement Should Be Modified
INSCI CORP: Sets Annual Shareholders' Meeting for October 14
ITC DELTACOM: Wants More Time to File Schedules & Statements
INTERLIANT INC: Files for Chapter 11 Reorganization in New York
INTERLIANT INC: Voluntary Chapter 11 Case Summary

JYRA RESEARCH: Sells Certain Assets of UK Unit to Chevin Limited
KAISER ALUMINUM: Court Approves Retirees' Committee Appointment
KELLSTROM INDUSTRIES: Hiring CB Richards as Real Estate Brokers
KELLSTROM: Harizman, Yoav & Zivi Resign as Officers & Directors
KMART CORP: Court Extends Removal Period Until October 17, 2002

KMART CORP: Appoints Lyman Locket as New Chief Diversity Officer
LOEWS CINEPLEX: Court Enforces Assumption of Fandango Contract
MASSEY ENERGY: Loses Jury Verdict in $50MM Case v. Hugh Caperton
MERRILL CORP: Successfully Completes Exch. Offer for 12% Notes
METALDYNE: S&P Affirms BB- Rating Following Sale of Trimas Stake

MIKOHN GAMING: S&P Downgrades Rating to B- Over Poor Performance
MPOWER COMMS: Shoos-Away Andersen and Hires Deloitte & Touche
MYCOM GROUP: Schumacher & Assoc. Expresses Going Concern Doubt
NATIONSRENT INC: Has Until October 17 to Make Lease Decisions
NESTOR INC: Enters $3MM Financing Agreement with Churchill Lane

NETIA HOLDINGS: Minority Shareholders Challenge Resolutions
NEW WORLD RESTAURANT: Taps Grant Thornton to Replace Andersen
NOMURA ASSETS: Fitch Junks Two Classes of Series 1994-MD1 Certs.
NORTHPOINT COMMS: Jonathen Gallen Discloses 7.1% Equity Stake
OWENS CORNING: Buys First Basement Finishing System Franchise

OXFORD AUTOMOTIVE: Names Andrew Cummins as VP, Corporate Comms.
PINNACLE TOWERS: Committee Brings-In Kramer Levin as Attorneys
PLASMA ENVIRONMENTAL: Proposes to Issue Shares to Settle Debts
POINT.360: Brings-In Lewak Greenbaum as Independent Auditors  
PROTECTION ONE: Working Capital Deficit Reaches $212M at June 30

Q-MEDIA: Royal Bank of Canada Waives Covenants Under Credit Pact
RAILAMERICA INC: Posts Improved Financial Results for Q2 2002
RANOR INC: Court Okays Continued Use of Lenders' Cash Collateral
SAC PERU: Case Summary & 20 Largest Unsecured Creditors
SLI INC: Falls Below NYSE Continued Listing Standards

SALON MEDIA: Raises $714K from Convertible Note & Warrant Sale
SUNBLUSH TECHNOLOGIES: Initiates Review of Restructuring Options
TECH LABORATORIES: Defaults on Outstanding 6.5% Promissory Notes
TECSTAR: UST Gripes about Calif. Real Property Bidding Protocol
TERAFORCE: Bank Lenders Extend Credit Facility Until August 27

TRENWICK GROUP: S&P Hatchets Counterparty Credit Rating to BB
TRICORD SYSTEMS: Files for Chapter 11 Reorganization in Minn.
TRICORD SYSTEMS: Second Quarter Net Loss Slides-Up to $7 Million
TYCO INT'L: New CEO Edward D. Breen Releases Letter to Employees
URS CORP: S&P Rates $650 Million Senior Secured Bank Loan at BB-

VERSATEL TELECOM: Court Okays Stibbe as Special Dutch Counsel
WARNACO GROUP: Has Until Year-End to Decide on Macerich Leases
WHITE ROSE: White Rose Home & Garden to Acquire 24 Locations
WORLD HEART: Fails to Meet Nasdaq Continued Listing Requirements
WORLDCOM INC: U.S. Trustee Wins Court Nod to Appoint Examiner

XO COMMS: Committee Balks At Houlihan Lokey's Transaction Fees
ZOND MINNESOTA: Voluntary Chapter 11 Case Summary

* Trumbull Sells Bankruptcy Claim Management Services to EPIQ

                          *********

ANC RENTAL: Proposes Uniform Reclamation Demand Procedures
----------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates received 53
Reclamation Demands from creditors since the Petition Date.  The
cost of the goods covered by the reclamation demands total
$1,880,000 in invoice amounts.  The Debtors believe that most of
these reclamation demands are invalid for numerous reasons
including, among others:

  -- that they were not timely filed, or

  -- that a substantial percentage of the goods had already been
     used at the time the reclamation demand was received.

Nonetheless, the Debtors ask the Court to approve these
procedures so that they could finally determine the rights of
the reclamation claimants with respect to their reclamation
demands:

A. Any Reclamation Creditor that wishes to assert a reclamation
   claim is required to file a motion with the Court on or
   before September 10, 2002 seeking to establish its
   reclamation rights and for allowance of the value of its
   reclamation claim as an administrative expense, if
   appropriate;

B. The Debtors will have 30 days to review the Reclamation
   Motions.  If the Debtors cannot resolve these motions
   consensually within the 30-day period, the Debtors will file
   an omnibus response to the unresolved Reclamation Motions on
   or before October 10, 2002.  Thereafter, the merits of each
   Reclamation Motion would be determined by the Court after an
   appropriate hearing or hearings;

C. In the event that the Court concludes that a Reclamation
   Creditor is entitled to an allowed Reclamation Claim, the
   Debtors request authorization to offer any Reclamation
   Creditors the right to select the Cash Out Option in lieu of
   an administrative claim for the full amount of its
   Reclamation Claim to be satisfied in connection with a
   Reorganization Plan.  Any holder of an allowed Reclamation
   Claim that selects the Cash Out Option will receive a cash
   payment equal to 65% of its allowed Reclamation Claim and a
   general unsecured claim for the remaining 35% balance of that
   claim;

D. In no event will the aggregate amount of cash paid by the
   Debtors with respect of Reclamation Claims in advance of a
   Reorganization Plan exceed $400,000.  The Debtors will be
   entitled to make cash payments to holders of allowed
   Reclamation Claims electing the Cash Out Option in the order
   that these elections are received by the Debtors.  Once total
   cash payments to electing holders of allowed Reclamation
   Claims reach the cap, no further elections will be accepted
   and all allowed Reclamation Claims that are not the subject
   of an accepted election will be satisfied upon consummation
   of a Reorganization Plan; and

E. In accordance with Section 2-702 of the UCC and Section
   546(c) of the Bankruptcy Code, any Reclamation Creditor is
   required to plead in the Reclamation Motion that it possesses
   a valid Reclamation Claim and that:

   -- The Reclamation Creditor sold goods on credit to the
      Debtors in the ordinary course of business of both
      parties.

   -- The Reclamation Creditor delivered those goods to the
      Debtors at a time when the Debtors were insolvent.

   -- Within ten days after the Goods were delivered to the
      Debtors (or within 20 days, if the 10-day period would
      expire after the Petition Date), the Reclamation Creditor
      made a written demand for the return of the Goods.

   -- The Debtors had possession of the Goods at the time of the
      Reclamation Demand or the Goods were not in the hands of a
      buyer in the ordinary course or a good faith purchaser at
      the time of the demand.

Jason Staib, Esq., at Blank Rome Comisky & McCauley LLP, in
Wilmington, Delaware, contends that the establishment of a bar
date for the filing of any reclamation actions is necessary to
facilitate the prompt resolution of these claims. (ANC Rental
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA BUSINESS: Gets OK to Replace Bond with Letter of Credit
----------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained an entry of an order by the U.S. Bankruptcy Court for
the Southern District of New York, pursuant to Sections 105,
363(b) and 364 of chapter 11 of title 11 of the United States
Code, authorizing the replacement of the Performance Bond with a
cash collateralized letter of credit and the execution of the
Transaction Documents.

As previously reported, Adelphia Business Solutions of
Pennsylvania, Inc., an indirect non-debtor ABIZ subsidiary,
entered into a Contract to provide certain telecommunication
services for the Commonwealth of Pennsylvania.  As an inducement
to the Commonwealth to enter into the Contract, and to provide
assurance to the Commonwealth that ABS Pennsylvania would timely
perform its obligations, the Contract required ABS Pennsylvania
to:

* secure a specific performance bond in the amount of
   $20,000,000 and

* establish an escrow account at a commercial bank in the
   amount of $75,000,000 pursuant to a mutually acceptable
   escrow agreement.

Pursuant to the terms of the Contract, on June 8, 2000, ABS
Pennsylvania obtained a specific performance bond in the amount
of $20 million from The Hanover Insurance Company and the
Massachusetts Bay Insurance Company. The Performance Bond
secured various obligations of ABS Pennsylvania arising under
the Contract but expired, by its own terms, on June 8, 2002.

To satisfy the escrow account requirement under the Contract,
ABIZ established an escrow account in the initial amount of
$75,000,000 at Wachovia Bank, National Association, f/k/a First
Union National Bank pursuant to a written escrow agreement among
ABIZ, the Commonwealth and Wachovia.  The Escrow Agreement
provides Commonwealth with assurance that the progress payments
due under the Contract will be timely made.  Pursuant to the
Escrow Agreement, funds are disbursed to ABIZ on a quarterly
basis as reimbursement for progress payments made pursuant to
the Contract.  Currently, there is approximately $20,000,000 in
the Escrow Account.

In connection with obligations unrelated to the Contract, Mr.
Miller avers that Wachovia has issued, prior to the commencement
of these chapter 11 cases, 9 letters of credit for the benefit
of various subsidiaries of ABIZ.  The Outstanding Letters of
Credit were intended to be collateralized by a blocked account
held in the name of Adelphia Business Solutions Operations,
Inc., one of the above named debtors (and the parent of ABS
Pennsylvania), which account currently contains approximately
$2,000,000.

The expiration of the Performance Bond constitutes a default
under the Contract.  Commonwealth is entitled to issue a notice
of default and seek termination of the contract while ABS
Pennsylvania is entitled to a 30-day cure period after any such
notice of default is issued.  The Debtors sought to have the
Performance Bond renewed and/or to seek a replacement bond
issued from another surety acceptable to the Commonwealth.  
However, based upon the Debtors' current financial condition and
the commencement of these chapter 11 cases, the Debtors have
been unsuccessful in obtaining an appropriate replacement
performance bond.

The Commonwealth is aware of the Debtors' efforts to comply with
the bonding requirement of the Contract.  In a concerted effort
to avoid a default under the Contract, Commonwealth has agreed
to accept, in lieu of a new performance bond, a letter of credit
from a commercial bank in the amount of $20,000,000.  To avoid a
default under the Contract, the Debtors solicited a proposal
from Wachovia to provide for the issuance of a $20,000,000
letter of credit, upon the following conditions:

A. that the Letter of Credit is secured by first priority lien
   on the Escrow Account and

B. that Wachovia obtains a first priority lien on the ABS
   Operations Account as collateral for the Outstanding Letters
   of Credit.

With the Court order, will execute a number of documents,
including:

A. an amendment to the Escrow Agreement,

B. a guaranty agreement for each of the COPA Letter of Credit
   and, collectively, the Outstanding Letters of Credit, and

C. a pledge agreement for each of the COPA Letter of Credit and,
   collectively, the Outstanding Letters of Credit.

The Commonwealth Contract is the single most important contract
in the Debtors' estates as it generates approximately
$50,000,000 in annual revenue and produces approximately
$25,000,000 in annual EBITDA.  The build-out of infrastructure
governed by the Contract is nearly finished - anticipated
completion of the infrastructure is scheduled for the end of
November or early December 2002.  The Contract, and the
requirement to provide a performance bond, continue until at
least 2005.  Failure to complete the infrastructure would be a
default under the Contract.

Furthermore, the Debtors will:

A. replace the expired Performance Bond with the Letter of
   Credit, and to pledge the Escrow Account to collateralize
   such letter of credit, and

B. pledge the ABS Operations Account to collateralize the
   Outstanding Letters of Credit, pending a final hearing on the
   Motion. (Adelphia Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Court Determines Utilities Adequately Assured
-------------------------------------------------------------
Adelphia Communications and its debtor-affiliates obtained entry
of an order by the U.S. Bankruptcy Court for the Southern
District of New York:

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

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

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

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

The Court also issued an order establishing the following
procedures for determining requests by Utility Companies for
additional assurances of future payment beyond those set forth
in this Motion.  The Debtors will serve that order by first-
class mail within 5 business days of its entry on all of the
Utility Companies, which will provide that any Utility Company
may request in writing (including a summary of the Debtors'
payment history relevant to the affected accounts, and the
location for which utility services were provided), within 25
days of the date that the order is entered, additional
assurances of payment in the form of deposits or other security.  
In the event that a Utility Company makes a timely request for
additional assurance that the Debtors believe is unreasonable,
and if the parties are unable to resolve the request
consensually, then that Utility Company shall file a motion for
the determination of adequate assurance of payment and set that
motion for a hearing.  Any Utility Company requesting additional
assurance shall be prohibited from discontinuing, altering or
refusing service to the Debtors and shall be deemed to have
adequate assurance of payment unless and until the Court issues
a final order to the contrary in connection with a Determination
Hearing. (Adelphia Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 9.50% bonds due 2005 (ADEL05USR1) are
trading at 31 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL05USR1
for real-time bond pricing.


ALARIS MEDICAL: June 30 Balance Sheet Upside-Down by $40 Million
----------------------------------------------------------------
ALARIS Medical Inc. (AMEX:AMI), reported second quarter net
income of $1.2 million on a second quarter sales increase of 10
percent.

These results are consistent with the company's earlier increase
in second quarter guidance on July 11, 2002.

Sales were $108.5 million for the quarter ended June 30, 2002,
an increase of $10.0 million, or 10 percent, compared with $98.5
million for the same period in 2001.

Adjusted EBITDA increased $3.4 million, or 19 percent, to $21.7
million for the second quarter of 2002 versus $18.3 million for
the same period in the prior year. The company reported net
income of $1.2 million for the quarter, compared with a net loss
of $4.4 million for the second quarter of 2001.

"Our strong financial performance for the quarter provides
continuing evidence that we have successfully turned ALARIS
around," said David L. Schlotterbeck, president and chief
executive officer. "The strong top line performance serves as
validation of our strategy and our belief that our products are
meeting a critical customer need in the area of medication
safety at the point of care. With our robust product development
pipeline, we are looking forward to providing even greater
technology advancements in this area in the near future."

                    Second Quarter Results

Sales

Sales increased $10.0 million, an increase of 10 percent (also
10 percent in constant currency as the favorable foreign
currency benefit of a weaker U.S. dollar was less than 1 percent
of consolidated sales) for the quarter ended June 30, 2002
compared with the same quarter last year. North America sales
were $77.5 million, an increase of $8.7 million, or 13 percent,
compared with the second quarter of 2001. The increase was
primarily due to higher volumes of drug infusion instruments and
disposable administration sets. The increase in drug infusion
instruments was primarily from sales of our new MEDLEYT
Medication Safety System of $6.2 million, which product was not
sold during the second quarter of 2001. International sales were
$31.0 million, an increase of 5 percent (3 percent in constant
currency). The increase was primarily due to increased volume of
drug infusion syringe pumps and non-dedicated disposable
administration sets compared with the same period in the prior
year.

For the six months ended June 30, 2002, sales were $212.9
million, an increase of $15.6 million, or 8 percent (9 percent
in constant currency), compared with $197.4 million reported for
the same period in the prior year. North America sales increased
$13.9 million, or 10 percent, and International sales increased
$1.6 million, or 3 percent (5 percent in constant currency),
compared with the prior year.

Gross Profit

Gross profit increased $5.6 million, or 11 percent, during the
quarter ended June 30, 2002, compared with the same quarter last
year. The gross margin percentage increased to 49.9 percent in
the second quarter of 2002, from 49.3 percent in the second
quarter of 2001. The improved margin percentage was due to
increased volume of disposables (which have higher margins than
instruments) and to lower product costs resulting from
continuing manufacturing efficiencies and improvements,
including the benefits from higher production volumes and
related favorable utilization.

Selling and Marketing Expenses

Selling and marketing expenses increased $1.4 million, or 7
percent, during the quarter ended June 30, 2002, compared with
the same period in 2001 as a result of higher sales volume in
the second quarter of 2002 compared with the prior year, as well
as higher sales and marketing costs related to increased
personnel and related activities supporting the North America
launch of the MEDLEY(TM) Medication Safety System. Also
contributing to this increase were higher marketing expenses
related to new product strategies. These increases were
partially offset by reductions in our distribution costs over
the prior year. As a percentage of sales, selling and marketing
expenses decreased to 19.4 percent for the second quarter of
2002 from 20.0 percent in the second quarter of 2001.

General and Administrative Expenses

General and administrative expenses decreased $2.4 million, or
19 percent, during the three months ended June 30, 2002,
compared with the three months ended June 30, 2001. As a
percentage of sales, general and administrative expenses
decreased to 9.7 percent in the second quarter of 2002 from 13.1
percent in the second quarter of 2001. This decrease was due to
a $2.3 million reduction in amortization expense resulting from
our adoption of new accounting requirements effective Jan. 1,
2002, under which our goodwill and certain other amortization
expense ceased. Had the newly adopted accounting standards been
in effect during the second quarter of 2001, general and
administrative expense for such quarter would have been 10.8
percent of sales. Overall cost increases in general and
administrative expenses were generally offset by lower bonus
expense.

Research and Development Expenses

Research and development expenses increased approximately $0.7
million, or 10 percent, during the three months ended June 30,
2002, compared with the three months ended June 30, 2001. As a
percentage of sales, spending on research and development was
7.0 percent for the second quarter of 2002, which was consistent
with the prior year period.

Restructuring and Non-Recurring Items

ALARIS did not incur any restructuring or non-recurring items in
the second quarter of 2002. It recorded a non-recurring charge
of $1.2 million in the second quarter of 2001 for legal and
advisory expenses related to obtaining an amendment to ALARIS
Medical Systems' bank credit agreement.

Income from Operations

Income from operations increased $6.8 million during the three
months ended June 30, 2002, compared with the three months ended
June 30, 2001, primarily due to an increase in gross profit and
lower amortization expense.

Interest Expense

Interest expense decreased $0.8 million, or 5 percent, during
the three months ended June 30, 2002, compared with the three
months ended June 30, 2001. This decrease resulted from lower
overall interest rates on our outstanding indebtedness due to
the elimination of ALARIS Medical Systems' bank credit facility.
The decrease was partially offset by increased accretion on our
11-1/8 percent senior discount notes.

Interest Income

Interest income decreased $0.3 million during the quarter ended
June 30, 2002, compared with the same quarter in 2001, due to
lower interest rates earned on cash balances in 2002 compared
with 2001.

Other, net

Other, net increased to $0.2 million of income during the
quarter ended June 30, 2002, compared with $0.2 million of
expense for the same period in the prior year. This improvement
was primarily due to changes in currency rates generating
foreign currency transaction losses in the prior year and gains
in the current quarter.

                      Financial Position

ALARIS Medical reported long-term debt of $518.1 million at June
30, 2002, compared with $509.3 million at Dec. 31, 2001. The
current portion of long-term debt was reduced during 2002 from
$15.9 million at Dec. 31, 2001 to zero at June 30, 2002, when
the company retired at maturity on Jan. 15, 2002 its 7-1/4
percent convertible subordinated debentures.

Cash provided by operations was $17.5 million for the first half
of 2002. The company had $47.7 million in cash on the balance
sheet at June 30, 2002, compared with $51.2 million at year-end
2001.

At June 30, 2002, ALARIS' balance sheet shows a total
shareholders' equity deficit of about $40 million.

Recent Key Developments:

     -- On May 24, 2002, UBS Warburg Analyst Sanjiv Arora
initiated equity coverage of ALARIS Medical Inc., with a "Strong
Buy" recommendation and a target price in the next 12 months of
$8 per share. The closing price of ALARIS Medical's common stock
the previous day was $4.95 per share.

     -- On June 19, 2002, the company announced it had added its
proprietary Guardrails(TM) Safety Software to its AmeriNet
Agreement, a five-year Drug Infusion System agreement signed in
November of 1998. The Guardrails(TM) Safety Software will be
commercially available later this year on the Signature
Edition(R) GOLD infusion systems. Adding the Guardrails(TM)
software in a new product category gave the more than 1,900
AmeriNet hospitals and IDNs (Integrated Delivery Networks) in
the United States a choice under the existing group purchasing
agreement with ALARIS Medical Systems. They can choose either to
convert their existing infusion instruments to the Signature
Edition(R) GOLD system or, if they already use this system, they
will be able to purchase the Guardrails(TM) Safety Software
separately.

     -- ALARIS Medical Inc.'s common stock was included in the
Russell 2000(R) Index (a component of the Russell 3000 Index) as
of July 1, 2002. The Frank Russell Co. reconstitutes these
Indexes annually in July of each year based on total market
capitalization determined as of May of that year. The minimum
market capitalization required to be included in the Russell
2000 Index currently is about $128 million. With 59.2 million
shares outstanding, ALARIS exceeded this milestone at year-end
2001 when its common stock closed at $3.15 per share. On May 31,
2002, when the current Index was constituted, ALARIS common
stock closed at $5.85 per share.

     -- On July 8, the company's chief executive officer and its
chief financial officer said they plan to certify the accuracy
of the company's periodic reports filed with the SEC. The SEC
had recently issued an order requiring such certifications each
quarter from the chief executive officer and chief financial
officer of the country's 947 largest companies. With reported
annual revenues under $500 million, ALARIS Medical's revenues
are below the $1.2 billion threshold that would make such
certifications mandatory under the SEC's order. Nevertheless,
Dave Schlotterbeck, president and CEO, and Bill Bopp, senior
vice president and CFO, advised the company that they intended
to make the certifications on a voluntary basis. These
certifications will be executed and will contain no exceptions.
They have been discussed with the company's Audit Committee. The
company will file a Current Report on Form 8-K containing these
voluntary certifications, per guidance from the SEC,
concurrently with the filing of its second quarter 10-Q. In
addition, these officers intend to comply fully on a timely
basis with any other certification required by law.

     -- Late last month, the company announced that it had
released an enhanced version of its Guardrails(TM) Safety
Software for use with the MEDLEY(TM) Medication Safety System.
The new features of the Guardrails(TM) Software are designed to
better meet the unique needs of anesthesiologists. The
Guardrails(TM) Safety Software, which is the foundation of
ALARIS Medical Systems' safety solution, is designed for
intravenous medication error prevention. It provides a unique
automatic safety net for infusion programming by focusing on
medication error management at the critical point of infusion
delivery to the patient. The software helps protect patients
from infusion programming errors by allowing institutions to
configure unique care area rules, or profiles, with pre-defined
drug dose limits and delivery parameters to meet the specific
needs of multiple patient care areas. The first release of the
Guardrails(TM) Software was developed to help nurses and health
care professionals maintain the highest degree of patient
safety. The latest release extends the functionality of the
Guardrails(TM) Software through new features for
anesthesiologists such as alarms and dose limits that are more
appropriate to the specific needs of the anesthesiologist, bolus
dosing capabilities, and anesthesia drugs that are only
available to the anesthesiologist. The hospital's unique data
set can contain up to 100 drugs per profile. This provides
caregivers an opportunity to implement their institution's
clinical best practices up to 1,000 drug and care area
applications.

                         Outlook

For full year 2002 we are raising our anticipated sales growth
from the 9 percent guidance previously provided to approximately
10 percent over the $412.8 million reported for 2001.
Additionally, we are raising our Adjusted EBITDA and earnings
per share guidance to $93 million (approximately 12 percent over
2001) and $0.09-$0.11, respectively. Our previous guidance for
these measures was approximately $90 million for Adjusted EBITDA
and $0.07-$0.08 for earnings per share.

The increase in guidance is due to our better than anticipated
first half performance and the overall strength of our business.

For the third quarter of 2002, we are anticipating sales growth
of approximately 10 percent over the $103.6 million for same
period a year ago. We again anticipate this growth to be driven
by sales of our MEDLEY(TM) Medication Safety System. Based on
the anticipated third quarter sales growth, we are forecasting
third quarter Adjusted EBITDA to be slightly above the $21.7
million reported for the second quarter of 2002. Earnings per
share are anticipated to be $0.02-$0.03 for the quarter.

ALARIS Medical Inc. (AMEX:AMI), through its wholly owned
operating company, ALARIS Medical Systems Inc., develops
practical solutions for medication safety at the point of care.
The company designs, manufactures and markets intravenous (IV)
medication delivery and infusion therapy devices, needle-free
disposables and patient monitoring equipment. ALARIS Medical's
"smart" technology, tools and services are designed to reduce
the risks and costs of medication errors, and safeguard patients
and clinicians. The company provides its products, professional
and technical support and training services to over 5,000
hospital and health care systems, as well as alternative care
sites in more than 120 countries through its direct sales force
and distributors. Headquartered in San Diego, ALARIS Medical
employs approximately 2,600 people worldwide and operates
manufacturing facilities in the United States, Mexico and the
United Kingdom.


AMERICA WEST: Reports Improved System-Wide On-Time Performance
--------------------------------------------------------------
America West's (NYSE: AWA) system-wide on-time performance for
June 2002 was 80.3 percent as reported in the Department of
Transportation's monthly Air Travel Consumer Report, which is
2.2 percent better than the industry average and a 6.9 percent
improvement over the 75.1 percent that the airline reported in
June 2001.

Through the first six months of 2002, America West ranked first
among all major airlines in on-time performance.  The airline
was second in the industry in percentage of cancelled flights
for that period.  For June, America West's percentage of
cancelled flights was 1.9 percent.

"America West continues to be among the industry leaders in
operational performance as we moved into the busy summer travel
season and restored our flight schedule to levels we operated
prior to Sept. 11," said Jeff McClelland, executive vice
president, operations.

Additionally, America West reported 3.7 mishandled bags per
1,000 passengers, a 7.7 percent improvement over June 2001, and
8.2 percent better than the industry average of 4.03.  As a
result of these improvements, customer complaints to the DOT
declined by 50.3 percent from 3.84 per 100,000 passengers in
June 2001 to 1.91 in June 2002.

America West is the leading airline for on-time performance for
the first six months of 2002 at Phoenix Sky Harbor International
Airport, the airline's primary hub.  America West's percentage
of on-time flights in Phoenix in June was 85.6 percent, which is
1.4 percent better than the industry average of 84.4 percent.

America West Airlines is the nation's largest low-fare, hub-and-
spoke airline.  Founded in 1983, it is the only carrier formed
since deregulation to achieve major airline status.  Today,
America West is the nation's eighth-largest carrier and serves
88 destinations in the U.S., Canada and Mexico.  America West is
a wholly owned subsidiary of America West Holdings Corporation,
an aviation and travel services company with 2001 sales of $2.1
billion.

As reported in Troubled Company Reporter's June 6, 2002 edition,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


AMERICAN GOLF: Satisfies Conditions Under Restructuring Pacts
-------------------------------------------------------------
National Golf Properties, Inc., (NYSE:TEE) announced that all of
the conditions to effectiveness of the restructuring agreements
entered into by American Golf Corporation, the primary tenant of
National Golf, and American Golf's lenders on July 23, 2002 have
been satisfied.

As previously announced on April 1, 2002, National Golf,
American Golf and certain affiliated entities entered into a
merger and reorganization agreement providing for a combination
of the two companies.

National Golf Properties is the largest publicly traded company
in the United States specializing in the ownership of golf
course properties with 108 golf course facilities geographically
diversified among 22 states.

                         *    *    *

As reported in Troubled Company Reporter's July 25, 2002,
edition, American Golf entered into a restructuring
agreement and limited waiver with Bank of America and the
holders of its private placement notes, which is subject to the
delivery of leasehold mortgages on certain golf courses leased
by American Golf and an affiliate. The process of preparing
these leasehold mortgages is underway and is required to be
completed by August 8, 2002; however, there can be no assurance
that the leasehold mortgages will be delivered by this date.
Under the terms of the agreement, the maturities of the Bank of
America credit facility and the private placement notes were
changed to the earlier of March 31, 2003 or the consummation of
the transactions contemplated by the pending merger and
reorganization of National Golf and American Golf. Bank of
America and the American Golf noteholders have waived existing
defaults and all potential future events of default other than
specified "major defaults" during this period.

Under the terms of the restructuring agreement, American Golf
pledged certain securities and agreed to grant leasehold
mortgages to National Golf Operating Partnership, L.P., Bank of
America and the American Golf noteholders to secure its
obligations under its leases with NGOP and under the
restructuring agreement. American Golf has also committed, as of
July 1, 2002, to make principal amortization payments
aggregating approximately $24 million ratably to Bank of America
and the American Golf noteholders prior to the March 31, 2003
maturity. This $24 million includes a regularly scheduled
principal payment of approximately $2 million that was paid to
the American Golf noteholders on July 2, 2002. A payment of
approximately $6 million was placed into escrow and will be
released once the leasehold mortgages are delivered.

In connection with the restructuring agreement, NGOP agreed to
defer payment of rent and lease termination fee receivables due
from American Golf and certain of its related entities, but only
if necessary and only to the extent necessary to permit
scheduled principal and amortization payments to Bank of America
and the American Golf noteholders and specified other payments.
The maximum amount of rent deferral that may be granted is
approximately $15 million owed as of June 28, 2002 (which
remains owing as of July 23, 2002) and up to $24 million for the
twelve month period beginning April 1, 2002 and ending March 31,
2003, determined on a cumulative basis. As of July 23, 2002,
NGOP has not deferred any of the $24 million, but may still
grant up to $24 million of rent deferral through March 31, 2003
if and to the extent necessary.


AREMISSOFT: Emerges from Chapter 11 Reorganization Proceeding
-------------------------------------------------------------
AremisSoft Corporation announced that its reorganization under
Chapter 11 of the United States Bankruptcy Code is effective.

The Honorable Joel Pisano issued his opinion settling the class
action litigation brought against AremisSoft on behalf of the
security holders--the last step in the bankruptcy process. Last
week the settlement of the pending SEC enforcement action was
finally approved by the United States District Court for the
Southern District of New York.

The most significant result of Friday's announcements is that,
effective Friday, SoftBrands, Inc., cancelled all of its shares
that were held by AremisSoft and issued 40,000,000 shares to the
class representative and to a disbursement agent for delivery to
former AremisSoft shareholders. After Friday, SoftBrands is no
longer affiliated with AremisSoft.

George Ellis, chairman and CEO of SoftBrands, who was brought in
to lead the restructuring effort, stated, "We are very pleased
that the AremisSoft part of our history has come to a close. The
Court, the Plaintiffs and our shareholders all supported this
effort to preserve the underlying value of the business. We at
SoftBrands are appreciative of the hard work by many to get us
to this point and we welcome the opportunity to build a world-
class software company."


AUTHORISZOR INC: Closes $900K Sale of Shares to Investment Group
----------------------------------------------------------------
Authoriszor Inc., (OTCBB: AUTH.OB) announced that a group of
investors have completed the purchase of shares of Authoriszor
Holdings Limited, formerly a wholly-owned subsidiary of
Authoriszor Inc., for an aggregate purchase price of
(pound)574,999.94 ($902,684.56).

Following this transaction and certain related transactions,
Authoriszor Holdings Limited owns all of the capital stock of
WRDC Limited, Authoriszor Ltd., Logsys Limited and, indirectly
through WRDC Limited, over 75% of the stock of PAD (London)
Limited and WRDC AG.

Garcia J Hanson, the new Chief Executive Officer of Authoriszor
Inc., and Authoriszor Holdings Limited, noted that, "as reported
in Authoriszor Inc.'s Form 10-QSB for the quarter ended March
31, 2002, in the absence of additional financing Authoriszor
Inc. and its subsidiaries would not have sufficient working
capital to continue to operate substantially beyond the end of
its fiscal year, June 30, 2002, which would result in severe
curtailment of the operations of Authoriszor Inc. and its
subsidiaries."

Mr. Hanson further stated that "the management believes that
this financing transaction provides Authoriszor Holdings Limited
sufficient working capital to continue operations for the
remainder of the calendar year and enhances the ability of
Authoriszor Inc., to meet its obligation to its creditors." Mr
Hanson, who is a participant in the investment group, also
stated that "there has been no appetite for investment in
Authoriszor Inc., directly because of the economic climate
facing IT companies and the track record of Authoriszor Inc. in
achieving any meaningful revenues in the security product space.
This investment in AHL, which through its subsidiaries provides
technology consulting services, is crucial and most viable for
our future; we are fortunate to be able to conclude it given the
sentiments of the market."

As a result of this agreement, Authoriszor's equity interest in
Authoriszor Holdings Limited has decreased from 100% to 35%.

Authoriszor Inc., will be filing a Form 8-K with the Securities
and Exchange Commission with respect to this transaction and the
related transactions.

                         *    *    *

As reported in March 18, 2002 edition of Troubled Company
Reporter, Authoriszor Inc., announced that the Company's common
stock has been delisted from the NASDAQ National Market as a
result of the Company's failure to comply with the minimum net
tangible assets and minimum stockholders' equity requirements
for continued listing on the NASDAQ National Market, set forth
in Marketplace Rule 4450(a)(3).


BETHLEHEM STEEL: Chicago Exchange Delists Shares as of July 24
--------------------------------------------------------------
On July 23, 2002, the Securities and Exchange Commission
granted Chicago Stock Exchange, Inc.'s application to withdraw
from listing and registration Bethlehem Steel Corporation's
Common Stock, $1.00 par value, and Preference Stock Purchase
Rights -- effective July 24, 2002.

In making its decision to withdraw the Securities from continued
listing on the Exchange, the CHX gave these reasons:

    (1) The Company failed to meet the minimum net worth
        required for continued listing on the Exchange.
        Specifically, based on the Company's $1,600,000,000 net
        loss for the fiscal year ended December 31, 2001, the
        Company is required to maintain a $2,900,000,000 minimum
        net worth.  At March 31, 2002, the Company's was
        negative $1,800,000,000.

    (2) The current price of the Company's Common Stock is $0.30
        and has traded in a range of $0.30 to $0.62 since
        January 2, 2002.  Based on this, the stock price is
        deemed to be "abnormally low" for CHX Rules' purposes.

To recall, the CHX initially suspended trading in the Securities
prior to the opening of business on June 12, 2002. (Bethlehem
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


BUDGET GROUP: Seeks Approval of $1.5 Billion Fleet Financing
------------------------------------------------------------
To acquire new vehicles for their fleet, Budget Group Inc., and
its debtor-affiliates seek the Court's authority, pursuant to
Sections 105, 363, 364 and 365 of the Bankruptcy Code and
Bankruptcy Rules 4001, to:

A. Enter into new master lease agreements that are true
   operating leases on vehicles with Budget Group Inc.'s wholly-
   owned special purpose subsidiary, Team Fleet Financing Corp,
   which shall issue Variable Funding Notes and other
   instruments in connection with new fleet financing to be
   provided by Deutsche Bank Securities Inc., administered by
   Deutsche Bank AG-New York Branch, to TFFC in an aggregate
   amount not to exceed $1,500,000,000,

B. Guarantee the obligations of each lessee, i.e., Budget Group
   Inc.'s operating subsidiaries, each under a new master lease
   agreement,

C. Issue a new demand capitalization note,

D. Pay certain fees associated with the Postpetition Fleet
   Financing Facility,

E. Enter into an engagement letter with DB Securities as
   arranger and placement agent, and

F. Enter into other agreements and documents necessary to
   consummate the transactions.

The Debtors also seek the Court's authority, on an interim
basis, to enter into and guarantee new master lease agreements
with TFFC in connection with the Postpetition Fleet Financing
for up to $400,000,000 in new vehicles.

The Debtors' prepetition debt structure was largely comprised of
three components:

    (1) fleet financing both directly and through TFFC;

    (2) senior, secured bank debt through a $422,000,000
        revolving credit facility -- as of July 15, 2002; and

    (3) unsecured bond debt.

As of June 30, 2002, the Debtors and TFFC had outstanding
indebtedness of $3,100,000,000 -- excluding international
operations.  About 85% or $2,700,000,000 of which was secured
fleet financing while the remainder of the outstanding
indebtedness was non-vehicle indebtedness.

                     TFFC Fleet Financing

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, tells the Court that prior to the
Petition Date, the Debtors' acquisition of vehicles for its
fleet was ensured by a similar fleet financing facility, where
TFFC obtained financing by issuing Notes under an Amended and
Restated Base Indenture dated as of December 1, 1996.  Under the
Base Indenture, the Deutsche Bank Trust Company Americas acts as
indenture trustee and used the proceeds to purchase vehicles for
lease to the Debtors. Series of Notes were issued pursuant to a
separate series supplement to the Base Indenture.  Most of the
Notes issued by TFFC under the Base Indenture were medium term
notes or MTNs.  TFFC also issued a Variable Funding Note or VFN
to Budget Funding Corporation, a special purpose subsidiary of
TFFC and a single-seller asset-backed commercial paper issuer.
Proceeds from the issuance of the MTNs and the VFN were used to
fund the acquisition of automobiles, trucks, and other types of
vehicles.  Many of the vehicles funded by the MTNs and VFN
remain subject to vehicle repurchase programs with various
vehicle manufacturers.

                        Lease Agreements

TFFC leases the vehicles to certain operating subsidiaries of
Budget Group Inc., which guaranteed the obligations of the
Lessees.  The Leases are structured as true operating leases
except for those in Texas or Hawaii, which are finance leases.
The lessees make lease payments each month that are in an amount
sufficient to cover, among other things, the monthly
depreciation on the vehicles, interest costs, expenses of TFFC
or BFC, payment of taxes, if any, and other funding costs.  Upon
the expiration of the lease on each vehicle titled in the name
of TFFC, the vehicles are returned under the applicable
Repurchase Program or otherwise sold.  In either case, the
proceeds of the disposition are paid to TFFC.

            Repurchase Programs and Repurchase Vehicles

The Debtors participate in a variety of vehicle purchase
programs with major domestic and foreign vehicle manufacturers.  
The programs in which the Debtors participate currently require
that the program vehicles be maintained in its fleet for a
minimum number of months -- typically four to nine months -- and
impose various return conditions, including those related to
mileage and condition.  At the time of return to the
manufacturer, the Debtors receive the price guaranteed at the
time of purchase and are thus protected from fluctuations in the
prices of previously-owned vehicles in the wholesale market at
the time of disposition.  The Debtors' principal vehicle supply
relationship has historically been with Ford.  The Debtors have
a 10-year Supply Agreement with Ford, which went into effect in
April 1997. Under the Supply Agreement, the Debtors have agreed
to purchase or lease from Ford a minimum of the lesser or
greater of:

    (a) 80,000 new Ford vehicles per year, and

    (b) 70% of the total number of cars purchased or leased by
        the Debtors in the model year.

Ford and its affiliates are required to offer to the Debtors and
its franchisees, for each model year, vehicles and fleet
programs competitive with the vehicles and fleet programs of
other automobile manufacturers.

                 Demand Capitalization Notes

For each MTN --other than the Series 1997-1 MTNs -- and VFN
series supported by a Prepetition Enhancement Letter of Credit,
BGI or a subsidiary of BGI issued a Demand Capitalization Note
to TFFC under which draws will be made in the event of
deficiencies experienced in the disposition of any vehicles
which serve as collateral for the applicable MTN and VFN series.

              Need for Postpetition Fleet Financing

Mr. Kosmowski relates that the filing of these Chapter 11 cases
had a substantial and immediate impact on the Debtors' fleet
financing.  Mr. Kosmowski explains that each Series of MTNs has
a number of amortization events, which would result in, among
others, the rapid amortization of the amounts outstanding under
the series of MTNs.  The Chapter 11 petitions, as a whole, is
one rapid amortization event.  The Indenture Trustee, in
addition, has the right to retain all proceeds from the
disposition of vehicles and use the proceeds to repay the
Noteholders.  During a rapid amortization period, the Indenture
Trustee applies all principal collections made under the leases
and all proceeds from the disposition of vehicles and all
payments under the Repurchase Programs to the repayment of the
Noteholders rather than for the acquisition of new vehicles.

Mr. Kosmowski maintains the Debtors need to enter into this
postpetition fleet financing to replace vehicles in their fleet
to meet the peak summer demand.  Mr. Kosmowski informs the Court
that under the postpetition Fleet Financing Facility, TFFC will
issue initially an asset-backed variable funding note or the
Series 2002-1 VFN in the maximum principal amount of
$750,000,000 to DB Structured Products Inc. and other VFN
purchasers.

DB Securities will structure the facility on behalf of Deutsche
Bank AG-New York and the VFN Purchasers.  DB Securities has
agreed on a best efforts basis to arrange an additional
$750,000,000 in fleet financing.  Similar to the Prepetition
Fleet Financing Facility, TFFC will use proceeds from the Series
2002-1 VFN to purchase vehicles to be used in the Debtors'
domestic rental car fleet -- the Group IV Vehicles.  The
vehicles will comprise a group of collateral separate from the
collateral securing TFFC's existing indebtedness under the Base
Indenture. TFFC then will lease the vehicles to Budget Rent A
Car Corporation and certain subsidiaries and affiliates of BGI
under a new operating lease called the Group IV Master Lease.

The Group IV Master Lease will provide for semi-monthly lease
payments to be made by the Lessees to TFFC, which will be sized
to cover, among other things:

-- depreciation on the Group IV Vehicles,

-- interest on the Series 2002-1 VFN, and

-- servicing and administrative expenses with respect to the
   Series 2002-1 VFN.

Budget Group Inc., will issue a new postpetition demand
capitalization note to TFFC under which draws will be made if
deficiencies are experienced in the disposition of any Group IV
Vehicles.  All payment and performance obligations of the
Lessees under the Group IV Lease will be guaranteed in full by
Budget Group.

The 2002-1 VFN will be secured by a first-priority, perfected
security interest in all of TFFC's right, title, and interest,
to and under, among others:

A. The Group IV Vehicles, some of which are eligible for the
   benefits under Repurchase Programs provided by Ford, Chrysler
   and Toyota,

B. Rights wider all insurance policies and manufacturer,
   warranties with respect to such Group IV Vehicles,

C. The Group IV Master Lease and all amounts due,

D. All rights under each Repurchase Program with respect to the
   Group IV Vehicles and all receivables related to any Group IV
   Vehicles under such programs,

E. Each manufacturer assignment agreement with respect to the
   Repurchase Programs related to any Group IV Vehicles,

F. All income, payments and proceeds with respect to the
   foregoing,

G. Certain related bank accounts, including the Group IV
   Collection Account and the funds and investments from time to
   time held therein, and

H. All other collateral identified in the Indenture Supplement
   relating to the Series 2002-1 VFN.

Under the Postpetition Fleet Financing Facility, the Debtors are
required to pay all costs, including: advisory fees, placement
fees, issuance fees, commitment fees, rating agency fees, legal
fees, structuring fees and upfront fees associated with the
issuance of the securities.

Mr. Kosmowski tells the Court that the Debtors have made a
concerted, good faith effort to obtain credit on the most
favorable terms that are available.  There were only a few
lenders who could commit to meet the Debtors' postpetition
financing requirements because:

  1. The postpetition financing is quite large and requires both
     significant underwriting capacity and sophisticated
     syndication capabilities;

  2. The postpetition financing is quite specialized.  The
     Debtors require both a financial institution that has the
     capability of underwriting asset backed fleet financing and
     an asset based commercial lender that is sufficiently
     knowledgeable about asset backed financings to provide
     credit enhancement for the asset backed fleet financing on
     the strength of the Debtors' balance sheet; and

  3. The Debtors required that the lenders have the ability to
     work with and gain the cooperation with Prepetition Secured
     Lenders.

The Debtors approached seven financial institutions, in addition
to GE Capital and CSFB, including Bank of America, Cerberus,
Citibank, Deutsche Bank, JP Morgan Chase, Lehman Brothers and
Morgan Stanley.  Proposals were submitted and evaluated.  The
Debtors concluded that the postpetition financing described in
this motion is the best alternative available under the
circumstances of these cases.

                        *     *     *

At the First Day Hearing, Judge Walrath gave interim approval to
the Debtors' request to borrow money from Deutsche Bank AG.
Approval on a final basis will occur at a subsequent hearing
after any official committees appointed in Budget's cases have
formed and had an opportunity to review the transaction. (Budget
Group Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1) are trading
at 14 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for  
real-time bond pricing.


CANADIAN IMPERIAL: Will Complete Garden Hill Operations Tomorrow
----------------------------------------------------------------
Canadian Imperial Venture Corp., expects to complete the planned
drilling and testing operations on its ST-2 well at Garden Hill,
Port au Port Peninsula, Newfoundland around August 8, 2002. This
represents a delay of approximately one week in the previously
announced schedule. Drilling difficulties and the need to bring
in additional equipment caused the delay.

The Company also announced a non-brokered private placement of
2,500,000 units at a price of $0.20 each, for a total of
$500,000.00. Participants in the private placement will purchase
a combination of Flow Through Units (25%) and Non-Flow Through
Units (75%).

All securities issued under the private placement will be
subject to a four month hold. The proceeds from the private
placement will be used to advance the development of the
Company's Garden Hill project. The private placement is subject
to regulatory acceptance.

Certain directors will be participating in the private
placement. Their participation is being funded by the proceeds
from recent cross trades of common shares of the Company
personally held by the directors.

Canadian Imperial Venture Corp. (TSX: CQV), is an independent
Newfoundland-based energy company.

                          *    *    *

As reported in Troubled Company Reporter's July 10, 2002,
edition, Canadian Imperial is in discussions with the Creditor's
Committee that was established under the Debt Restructure
Agreement to waive or amend various requirements under the
Agreement. The Company is formally seeking to have the
Creditor's Committee waive strict compliance with the
requirement to raise a total of $4,000,000 by July 15, 2002 and
to amend the Company's exploration program.


CANMINE RESOURCES: Gets Protection Under CCAA from Ontario Court
----------------------------------------------------------------
Canmine Resources Corporation (TSX Symbol: CMR) has initiated a
restructuring of its financial obligations under the Companies
Creditors Arrangement Act.  As part of this process, the company
has sought and obtained an Order for protection under CCAA
before the Ontario Superior Court of Justice.   

The effect of the Order is to stay the Company's current
obligations to all creditors for a period of 30 days. During
this period, or any extensions granted, a Plan of Compromise or
Arrangement will be prepared for submission to the interested
parties and the Court for approval. The Order also provided that
up to $500,000 of Debtor in Possession financing can be advanced
to the company during the time period of the initial order.

The Canmine Board of Directors (the "Board") remains fully
intact and the Board has expressed its complete support for
management's recommendation that a transparent and orderly
reorganization under the CCAA process be conducted. Edward L.
Ellwood, President and CEO states: "We will endeavour to
maximize the position of all stakeholders in our restructuring
plan under the CCAA. It is impossible to predict the final
details that will be presented for various stakeholder approval,
or to predict the actions that may arise. Nevertheless, we will
work to do our best on behalf of all stakeholders and hope to
garner your support through this process."  

PricewaterhouseCoopers Inc., London, Ontario, has been appointed
Monitor of the CCAA proceedings. An additional financial advisor
may also be retained to advise on industry related matters, to
provide input on a revised corporate structure, or potentially
to source a strategic partner.

The Canmine Refinery has been substantially modified over the
past year and has successfully passed through the commissioning
and pre-start optimization phases. About two weeks ago, the
refinery reached a point in the ramp-up process where all
systems and tanks were fully charged with product inventory and
the first batch of good quality product was produced. To
continue this production however, the company will require
adequate working capital to finance the ongoing operations. A
decision was therefore made to place the refinery on temporary
care and maintenance while the CCAA restructuring is conducted
and working capital availability is determined under that
process.     

To date, Canmine has invested $14.5 million, including
acquisition costs, to upgrade the Canmine Refinery which was
originally built in 1995 at an estimated cost of $30 million.
The Canmine Refinery employs pressure acid-leach, solvent
extraction, and Merrill-Crowe precipitation to produce cobalt
and nickel chemical compounds along with copper, silver and
other metal by-products. The company also owns an inventory of
cobalt-silver feedstock for the refinery, a cobalt deposit in
north-western Ontario, a nickel deposit in Manitoba, and a
nickel exploration project north-east of Thompson, Manitoba.  


CAPITOL COMMUNITIES: Noteholders Agree to Swap Debt for Shares
--------------------------------------------------------------
On July 17, 2002, Capitol Communities Corporation agreed to
exchange $4,241,544 in debt, including  principal and interest,
with a group of promissory note security holders for 4,241,544
shares of Convertible Preferred Stock, Series A, par value $0.01
per share. Each share of Series A Preferred Stock bears a
cumulative dividend rate of 5.25% per annum.  Commencing 60 days
from the date of issuance, but not sooner than August 15, 2002,
each Series A Preferred Stock shall have a mandatory conversion,
at the Company's sole option, to convert into one share of
common stock for each share of Series A Preferred Share held by
Investor, predicated upon certain events.  The Triggered Event
shall occur, when and if, the Company's stock, based on the
average of the high and low prices of the common shares for a
consecutive period of ten trading days, as reported by the
National Quotation Bureau, Inc., and reflect inter-dealer prices
as reported on the NASDAQ electronic  bulletin board, reaches a
price of $1.50 per share of common stock. However, in the event
the Company elects such option, it will use its best efforts to
register such common shares for resale within 180 days from the
date of conversion.  Commencing 90 days after issuance, and any
time thereafter, the  Series A Preferred is convertible, at the
option of the holder, into one share of the Company's common
stock.  All or any number of Series A Preferred Stock may be
converted by the holder thereof from time to time on or after
the Conversion Date. However, such optional conversion is
limited by the Triggered Events.  The Series A Preferred Stock
is restricted stock.

The Series A Preferred Stock is non-voting, except as otherwise
provided under Nevada law. The Series A Preferred Stock, in the
event of any liquidation, dissolution or winding up of the
Company, is senior to the holders of common stock.  Series A
Preferred Stock holders are entitled to receive a liquidation
preference of $1.00 per share, plus accrued and unpaid dividends
to the payment date.

Simultaneously to the exchange, the Company negotiated a
settlement of existing promissory note  debt in the amount of
$1,576,872.28 for a cash settlement of $449,872.75 with certain
existing Note Holders.

Capitol Communities Corporation, through its subsidiary, owns
approximately 1,000 acres of residential property in the master
planned community of Maumelle, Arkansas. Maumelle is a planned
city with about 12,000 residents. It is located directly across
the Arkansas River from Little Rock. Maumelle contains a full
complement of industrial and commercial development, parks,
lakes, green belts, jogging trails, and other lifestyle
amenities.

In its Form 10QSB dated May 15, 2002, filed with the Securities
and Exchange Commission, Capitol Communities' March 31, 2002
balance sheet shows a total shareholders' equity deficit of
about $3 million.


CENTIS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Centis Inc.
             205 South Puente Street
             Brea, California 92821   

Bankruptcy Case No.: 02-15865

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Centis Direct Marketing Inc.               02-15867
     Centis Consumer Products Inc.              02-15868
     New Century Direct Marketing I             02-15869

Chapter 11 Petition Date: July 31, 2002

Court: Central District of California, Santa Ana Division

Judge: James N. Barr

Debtors' Counsel: Richard L. Wynne, Esq.
                  Levene & Eisenberg
                  777 South Figueroa St.
                  Los Angeles, California 90017

Estimated Assets: $50 Million to $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Fleet National Bank        Primary Secured        $153,066,000
As Administrative Agent     creditor with total
C. Christopher Smith        indebtedness of at
100 Federal Street          least $153,066,000  
MA DE 100006A
Boston, MA 02110

McKinsey & Company, Inc.   Professional Service     $1,833,228
Christina Dauchery
400 South Hope Street
Suite 400
Los Angeles, CA 90071
213-624-1414

Neo Wonderway Inc.         Trade Debt               $1,405,668
David Bloomfield
2447 Pacific Coast Hwy,
Suite 111
Hermosa Beach, CA 90254
310-798-8980

American Renolit Laporte   Trade Debt                 $722,748
Lucas Lowenstein
1207 E. Lincolnway
Laporte, IN 46350
973-386-9200

Bingham Dana               Legal Fees                 $579,650
Sherry L. Countryman
150 Federal Street
Boston, MA 02110-1726
617-951-8000

Robeco Inc.                Trade Debt                 $343,717
Morton Eydenberg
99 Park Avenue
New York, NY 10016
212-986-6410

Now Plastics Inc.          Trade Debt                 $260,128
Larry Silverstein
One Monarch Place
Suite 1210
Springfield, MA 01144

PVC Tech                   Trade Debt                 $258,888
Claire Eitel
1931 E. Vista Bella
Dominguez Hills, CA 90220-6106
610-601-1115

The Dingley Press          Trade Debt                 $255,569
Mark Brown
Catalog-Publications
119 Lisbon Street
Lisbon, MA 04250-6005

Fibre Containers           Trade Debt                 $232,214
Company Inc.

Herma Grmbk Co Kg          Trade Debt                 $184,197

Volt                       Trade Debt                 $165,276

Sidley & Austin            Legal Fees                 $145,028

Plastic Film Corp. of      Trade Debt                 $119,480
America

The Riverside Group        Trade Debt                 $117,951

American Profol Inc.       Trade Debt                 $108,126

Computer Associates        Trade Debt                  $99,423
Int Inc.

Modus Media International  Trade Debt                  $86,597

Henry Reed                 Former Employee             $86,538


Paul T. Freund Corp.       Trade Debt                  $81,702  


COLD METAL: AMEX Halts Trading Due to Violation of Guidelines
-------------------------------------------------------------
Cold Metal Products, Inc., (Amex: CLQ) released the following
statement with respect to the decision by the American Stock
Exchange to halt trading in the company's common shares,
effective August 1, 2002:

     "We were advised that this action was taken because we did
not file our Form 10-K for our 2002 fiscal year with the
Securities and Exchange Commission by July 17.  Although
disappointed by this decision, we have been informed by AMEX
that once the 10-K has been filed, a determination will be made
regarding trading status of the company's stock.

     "As we stated in previous SEC filings and in our July 23
news release, we have delayed the filing of our 10-K, pending
discussions toward a definitive agreement with our secured
lenders and other sources of financing, as the outcome of these
discussions could significantly affect the opinion of management
regarding our ability to continue our business in its present
form. Although we have reached an agreement in principle with
our existing secured creditors and a source of additional
working capital, these parties have not completed the due
diligence to which the agreement is subject, nor have definitive
documents been signed.

     "As we strive to finalize these agreements, Cold Metal
continues to serve its customers with high-quality steel strip
and sheet products.  We are operating all of our facilities and
we continue to pursue initiatives to strengthen our marketplace
position.  We remain committed to the outstanding quality,
customer service and product performance that have long
characterized Cold Metal as a leading intermediate steel
processor."

A leading intermediate steel processor, Cold Metal Products
provides a wide range of strip steel products to meet the
critical requirements of precision parts manufacturers. Through
cold rolling, annealing, normalizing, edge conditioning,
oscillate-winding, slitting and cutting-to-length, the company
provides value-added products to manufacturers in the
automotive, construction, cutting tools, consumer goods and
industrial goods markets. Cold Metal Products operates plants in
Youngstown and Ottawa, Ohio; Indianapolis, Ind.; Detroit, Mich.;
Hamilton, Ont.; and Montreal, Quebec. CMP currently employs
approximately 550 people.


COMDISCO INC: Creditors Name 4 Members to Board of Directors
------------------------------------------------------------
The Official Committee of Unsecured Creditors designates four
individuals to the Board of Directors of Reorganized Comdisco.
They are:

     -- Jeffrey A. Brodsky,

     -- Robert M. Chefitz,

     -- William A. McIntosh, and

     -- Randolph I. Thornton.

These directors will serve an initial term of two years starting
on the Effective Date. (Comdisco Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CONSECO INC: S&P Cuts Counterparty Credit Rating to Junk Level
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on Conseco Inc., to triple-'C'-plus
from single-'B' because of the immense pressure on Conseco
Inc., and its subsidiaries (collectively, Conseco Group) to meet
the substantial debt and interest payment obligations due over
the next two years.

Standard & Poor's also said that it lowered its counterparty
credit and financial strength ratings on Conseco Inc.'s
subsidiaries to single-'B'-plus from double-'B'-plus.

In addition, Standard & Poor's withdrew its commercial paper
rating on Conseco Inc., because the company currently has no
commercial paper outstanding. It also withdrew its senior debt
and subordinated debt ratings on Conseco Finance Corp because
the affected debt has been redeemed.

The outlook on all these companies remains negative.

Through June 30, 2002, Conseco has about $650 million principal
and interest payment remaining for the balance of 2002 and about
$1 billion per year for 2003 and 2004.

"Conseco Group will be severely stretched to meet its
obligations over the next two years because of the continuing
pressure on operational earnings associated with the weak
economy and the uncertainty surrounding ongoing asset
dispositions," said Standard & Poor's credit analyst Jayan U.
Dhru. "As a result, Standard & Poor's is revising its
expectation of the insurance operations' GAAP pretax earnings to
significantly less than the earlier expectation of $800 million
per year." The company has disposed of or is in the process of
disposing of several noncore operations, which will contribute
nearly $300 million for the remainder of 2002. Standard & Poor's
believes the disposal of operations will have to continue to
support the debt repayment.

Although the debt holders that exchanged their bonds in early
2002 are senior to the holders that did not extend, Standard &
Poor's has not distinguished between these two classes because
of the significant level of bank debt that is senior to both
these classes.

The lowering of the financial strength ratings on Conseco Inc.'s
life insurance subsidiaries is directly linked to the rating
action on Conseco Inc.  Standard & Poor's continues to believe
that these subsidiaries maintain an appropriate level of
capitalization and a good level of liquidity.

Standard & Poor's believes Conseco Inc.'s financial position
continues to be precarious because of the pressure to generate
new cash flow by selling operations to meet debt-financing
requirements. To that end, Conseco Inc.'s primary challenge will
be its liquidity and cash position.

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


CREDIT STORE: Brings-In Marotta Gund as Restructuring Advisors
--------------------------------------------------------------
The Credit Store, Inc. (Amex: CDS), provided an update to its
previous statements regarding its liquidity status.

As disclosed in the Company's press release dated July 8, 2002,
the Company was engaged in discussions aimed at obtaining
additional financing and/or accommodations from its existing
creditors so as to improve its liquidity position.  To date, the
Company has not arranged any new sources of financing or made
any other arrangements to enhance its liquidity.  The Company
was unable to extend the maturity of its credit facility with
Coast Business Credit and is now in default under the credit
facility.  Coast has advised the Company that its parent,
Southern Pacific Bank, has been under contract to sell a
portfolio of loans, including the Company's credit facility.  
The Company continues to engage in discussions with its various
institutional creditors, including Coast and the potential
purchaser of its portfolio of loans, as well as possible new
sources of funding looking toward extensions of maturity dates
or refinancing of its existing indebtedness. There can be no
assurance these discussions will be successful.  The Company has
also been withholding payments to many of its unsecured
creditors.

The Company continues to review the alternatives available to
it, including the possibility of asset sales and reorganization
under the federal bankruptcy act.  The Company has retained
Marotta Gund Budd & Dzera, LLC as restructuring advisors to
assist the Company in exploring its options.  J. Richard Budd,
III, a director of the Company, is a principal of Marotta Gund
Budd & Dzera, LLC.


CUSTOM FOOD: Successfully Completes Chapter 11 Reorganization
-------------------------------------------------------------
Custom Food Products, Inc., has successfully completed a
reorganization under Chapter 11 of the Bankruptcy Code through
an equity financing sponsored by William E. Simon & Sons Private
Equity Partners, L.P.

Custom Food Products had been operating under the protection of
Chapter 11 since February of 2001 when its parent company
defaulted on a debt obligation. Pursuant to the financing,
William E. Simon & Sons and members of Custom's executive
management have acquired a majority interest in the reorganized
company in return for equity capital that was used to settle
Custom's pre-bankruptcy liabilities.

"We are very pleased to be exiting bankruptcy in a timely
fashion," said Eric W. Ek, President and CEO of Custom. "With
strong equity backing from Simon and a very substantial
reduction in debt, we are positioned to serve our customers
better than ever."

Erik M. W. Caspersen, a Principal with William E. Simon & Sons,
added, "We look forward to a long and mutually prosperous
relationship with Custom Food Products. The Company has a strong
management team in place and a long history of successful
customer relationships, and we are pleased that we were able to
help solve what was fundamentally a capital structure problem."

Based in Montebello, California, Custom Food Products is a
leading developer and manufacturer of value-added protein
products for the food service and packaged foods industries. The
Company's key customers include Chef America, Subway, Arby's,
and Hunt Wesson. William E. Simon & Sons is a broad based
merchant banking firm with principal investment activities in
private equity, real estate, and special situations.


DADE BEHRING: Signs-Up PricewaterhouseCoopers as Accountants
------------------------------------------------------------
Dade Behring Holdings, Inc., asks for the Court's authority to
bring-in PricewaterhouseCoopers LLP as their accountants in its
chapter 11 cases.  The Debtors point out to the U.S. Bankruptcy
Court for the Northern District of Illinois that PwC's services
are necessary to maximize the value of their estates and to
reorganize successfully.

PwC is expected to:

     a) Audit the financial statements of the Debtors and advise
        and assist in the preparation and filing of financial
        statements and disclosure documents required by the
        Securities and Exchange Commission including Form 10-K
        as required by applicable law or as requested by the
        Debtors;

     b) Audit any benefit plans as required by the Department of
        Labor and the Employee Retirement Income Security Act;

     c) Review the unaudited quarterly financial statements of
        the Debtors;

     d) Provide ongoing international and state tax consulting
        services in connection with research and analysis
        regarding application of the Internal Revenue Code to
        current and planned operating activities and
        transactions of the Debtor.

     e) Provide consulting services in connection with the
        ongoing project of the Debtor to reengineer and improve
        the global financial close process.

The Debtors relate that PwC will be compensated in accordance
with the applicable provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, applicable U.S. Trustee
guidelines and the local rules of this District, but the
specific hourly rates of the firm are not disclosed.

According to PwC's books and records, during the 90-day period
prior to the Debtors' petition date, PwC received approximately
$335,000 from the Debtors for professional services performed
and expenses incurred.

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 a
prepackaged chapter 11 case on August 1, 2002. James Sprayregen,
Esq. at Kirkland & Ellis represents the Debtors in their
restructuring efforts.


ENRON CORPORATION: Assigning 378 Assumed Contracts to GE Power
--------------------------------------------------------------
Except for the Excluded Contracts, Judge Gonzalez authorizes
Enron Corporation and its debtor-affiliates to assume the
Additional Assumed Contracts and assign them to General Electric
Company, pursuant to Section 365 of the Bankruptcy Code.  The
Excluded Contracts are for:

  (a) the two real property leases between Wind Stream, as
      lessor and Enron Wind System, Inc. as lessee;

  (b) the Kel Andersen and Michelle Andersen easement dated May
      20, 1997;

  (c) the Grant of Windpark Easement and Easement Agreement
      dated September 1, 1994 between Zond Systems, Inc. and
      Steven H. Christensen;

  (d) the Grand of Right of Way Easement dated October 6, 1994
      between Steven Christensen and Zond Systems;

  (e) the co-tenancy rights in those two certain Road Easements
      dated January 18, 1996, between Southern California
      Company and Zond Cabazon Development Corp; and

  (f) the co-tenancy rights in that certain Grant of Right of
      Way Easement, dated November 1, 1994, between American
      Reconveyance Service, Inc. and Zond Systems.

Accordingly, Judge Gonzalez directs General Electric to pay, to
each affected contract counterparty, the cure amount for its
assigned contract.  Upon assignment, the non-debtor parties will
be forever barred from asserting cure or other amounts with
respect to the Additional Assumed Contracts and the Debtors are
relieved from any liability for any breach of the Additional
Assumed Contracts occurring after the assignment.  The
conveyance and assignment of the contracts to General Electric
will provide each non-debtor contracting party with adequate
assurance of future performance under the Additional Assumed
Contracts. Furthermore, Judge Gonzalez adds, a hearing to
consider the Debtors' proposed assumption and assignment of the
Excluded Contracts will be held on August 13, 2002 at 10:00 a.m.
(Enron Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Gets Approval to Expand Leboeuf's Engagement Terms
------------------------------------------------------------
Enron Corporation and its debtor-affiliates obtained approval
for LeBoeuf, Lamb, Greene & MacRae, LLP to take on an expanded
role in connection with the numerous federal government energy
market investigations relating to the Debtors and their
businesses, including investigations being conducted by the
Commodity Futures Trading Commission, the Department of Justice,
to the extent applicable, the U.S. Congress, and perhaps certain
other federal agencies or authorities, as well as certain state
energy market investigations, like that being conducted by the
Texas Public Utility Commission.

With the Court approval, LeBoeuf will assist the Debtors and
Weil, Gotshal & Manges, LLP in connection with certain issues
and specific proceedings (primarily administrative or
litigation) that involve state and federal law issues relating
to the operation of the electric and natural gas markets and
transactions entered into by the Debtors in the markets as well
as representing certain of the Debtors (and perhaps certain non-
debtor affiliates of the Debtors) in a lawsuit pending before
the Los Angeles Superior Court entitled Power Partners, LLC et
al. v. Southern California Edison. (Enron Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


ETHYL CORP: Working Capital Deficit Tops $123MM at June 30, 2002
----------------------------------------------------------------
Ethyl Corporation (NYSE: EY) President and Chief Executive
Officer, Thomas E. (Teddy) Gottwald released the following
earnings report for the second quarter and first half of 2002
and update on the company's operations. All per share
information reflects the impact of the one-for-five reverse
stock split.

To Our Shareholders:

     "Earnings excluding nonrecurring items for the second
quarter 2002 were income of $1.4 million or 9 cents per share
while earnings for six months on this basis were $2.3 million or
14 cents per share. On this same basis, earnings for the second
quarter last year were $5.1 million or 30 cents per share while
six months results amounted to income of $8.6 million or 52
cents per share. Net income for this year's and last year's
periods include significant nonrecurring items. These  
nonrecurring items are included in the summary of earnings chart
at the end of this press release.

     "The petroleum additives segment operating profit excluding
nonrecurring items improved significantly over the same period
last year. Second quarter 2002 petroleum additives operating
profit improved 26 percent while the improvement in operating
profit for the first half of the year was 27 percent compared to
the same period last year. Petroleum additives operating profit
in the second quarter was the best quarterly result this segment
has had in over two years. The actions we have taken to more
fully leverage our technology and product portfolio and
strengthen our product marketing and regional teams are
improving our results. The improved petroleum additives profit
also reflects the combined impact of improved asset utilization
resulting in lower manufacturing cost following our  
restructuring initiatives as well as somewhat lower raw material
cost.

     "Earnings also benefited from lower corporate and interest
expense due to our cost reduction and debt reduction
initiatives. This strong improvement in petroleum additives
earnings was more than offset by the combined impact of lower
TEL earnings, lower non-cash pension income and a negative
impact related to foreign currency. The lower non-cash pension
income reduced earnings 16 cents per share for the quarter and
33 cents for the six months versus the same periods last year.

     "The second quarter and six months 2002 TEL segment
operating profits were lower than the same periods last year
largely reflecting the significant quarterly swings in shipments
and profits which are characteristics of this business. While
the first half of 2001 included 64 percent of TEL earnings for
the year, we expect the second half of 2002 to be the stronger
TEL earnings period for this year. TEL earnings in 2001 also  
benefited from the sale of the remaining TEL inventory to be
sold to Octel, which they purchased under our TEL agreement with
them. While this product continues to supply strong cash flows,
TEL earnings for the year will be lower than last year as the
product continues to be phased out around the world.

     "We made excellent progress on debt reduction during the
second quarter. We reduced debt $12.6 million and also made
payments of $9.6 million related to the required funding
associated with the amendment of our TEL marketing agreements.
The remaining funding requirements related to these agreements
are now expected to be completed in the second half of this
year. We also expect to make further progress on debt reduction
in the second half of the year.

     "We are extremely pleased with the progress on our goal of
improving the profitability in our petroleum additives business.
Our operating profits in this business have improved in
essentially all of our regions and major product lines compared
to the same periods last year. We made significant progress on
debt reduction in the second quarter and are on target to meet
our debt reduction objectives for the year. Instability in the
world economy and increasing raw material costs add a degree of
uncertainty to the future; however, the entire Ethyl team is
making steady gains in generating profitable growth  
opportunities. The actions we have taken and the strategies in
place position us to continue this progress."

At June 30, 2002, Ethyl Corp.'s balance sheet shows that its
total current liabilities eclipsed total current assets by about
$123 million.


EXIDE TECHNOLOGIES: Taps Hilco to Appraise Certain Leased Assets
----------------------------------------------------------------
Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young &
Jones P.C., in Wilmington, Delaware, informs the Court that
Exide Technologies and its debtor-affiliates are parties to
several purported equipment "leases". Despite being denominated
as leases, the Debtors believe that several of these agreements
are actually secured financing transactions, and that the
Debtors actually own the equipment.

By this application, the Debtors seek the Court's authority to
employ and retain Hilco Appraisal Services LLC under Section
327(a) of the Bankruptcy Code, to appraise certain of the
Debtors' leased assets.  The Debtors may also require Hilco to
testify in Court as a fact and expert witness on issues relating
to the Leased Assets.

Mr. Lhulier explains that Hilco's services will enable the
Debtors to assess whether any of the Leases are in fact
disguised security interests.  In addition, the Debtors may use
Hilco as a fact and expert witness, should the Debtors
ultimately determine that the Leases constitute secured
transactions and commence an adversary proceeding to obtain a
ruling.

If the Leases are true leases, Mr. Lhulier says, these leases
are subject to Section 365 of the Bankruptcy Code and can be
assumed or rejected by the Debtors.  On the other hand, if the
Debtors can demonstrate that the Leases are not "true leases",
but rather, disguised security agreements, Section 365 of the
Bankruptcy Code is inapplicable.  Thus, the equipment underlying
the Leases will be part of the estates' assets and the lessors
will have a secured claim, if their security interests are
perfected, in the amount equal to the value of the equipment.

Furthermore, Mr. Lhulier relates, Hilco will provide the Debtors
with an opinion, among other things, of the fair market value,
the remaining economic life and the remaining useful life of
each Leased Asset or group of Leased Assets.  "This information
will assist the Debtors in deciding whether it is appropriate to
file an adversary complaint against any of the equipment lessors
to re-characterize the purported lease as a security agreement,"
Mr. Lhulier explains.

Norm Adler, Hilco's Executive Vice President, tells the Court
that the firm's fee for the Standard Appraisal is $215,000, plus
normal and customary travel expenses and a $45,000 additional
fee for each Optional Appraisal.  The Debtors are also required
to remit a $107,500 retainer upon the Court's approval of an
order granting this Application.

Mr. Adler assures the Court that Hilco has no connection to the
Debtors, their directors, creditors, equity security holders or
any other party-in-interest, or their respective attorneys and
accountants, or the United States Trustee, or any person
employed hl the office of the United States Trustee.  In
addition, Mr. Adler asserts, Hilco does not hold or represent an
interest adverse to the Debtors' estates.  The firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code. (Exide Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05USR1), DebtTraders
reports, are trading at 15. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05USR1


GENEVA STEEL: Wants to Extend Continued Cash Collateral Use
-----------------------------------------------------------
Geneva Steel LLC, a wholly owned subsidiary of Geneva Steel
Holdings Corp (OTC: GNVH), announced that the submission of a
guaranteed loan application under the Emergency Steel Loan
Guarantee Program by a qualified lender by August 1, 2002, had
not occurred.  The Company's proposed lender has requested
additional time and due diligence materials with respect to a
potential application.  The Company intends to seek an extension
of its agreement for use of cash collateral from its existing
lenders, which will otherwise terminate on August 15, 2002, to
accommodate this request.  There can be no assurance that the
Company will be able to reach any agreement for access to cash
collateral or other capital, if any is available, after the
current agreement ends or that a loan guarantee application will
ultimately be submitted.

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


HOULIHAN'S: UST Says Disclosure Statement Should Be Modified
------------------------------------------------------------
As reported in the Troubled Company Reporter's June 27, 2002
edition, Houlihan's Restaurants, Inc., and its debtor-affiliates
filed their Plan and Disclosure Statement in the U.S. Bankruptcy
Court for the Western District of Missouri. The United States
Trustee comments on the adequacy of information contained in the
Debtors' Disclosure Statement and confirmation of the Plan.

At a minimum, the U.S. Trustee says, the disclosure statement
should contain:

     - A description of the business
     - The history of the business
     - A description of the plan
     - Facts explaining the proposed execution of the plan
     - A liquidation analysis
     - Identification of management and its compensation
     - Transactions with insiders, and
     - Tax consequences of the plan.

The Debtor's current Plan provides for three classes of
unsecured creditors:

     (6) a convenience class;
     (7) a class of general unsecured creditors; and
     (8) a class of unsecured deficiency claims of parties also
         holding secured claims.

The U.S. Trustee relates that the Plan provides that class 8
receive all the common stock of the debtor but Disclosure
statement does not provide sufficient information to analyze
whether the proposed payment in stock is better or worse than
the cash payment terms proposed for classes 6 and 7.

Pursuant to the Disclosure Statement, the Plan provides that on
the Effective Date, Phoenix Restaurant Partners, LLC -- newly
organized entity to be formed by the members of the new senior
management team -- shall purchase 51% of the shares from the
Prepetition Lenders, Fully Diluted Common Stock issued under the
Plan, for an aggregate Cash purchase price of $500,000. The U.S.
Trustee finds out that there is inadequate information about how
the Debtor was evaluated to arrive at this purchase price and
whether other parties were solicited who might have been willing
to pay more.

The Plan further proposes that dividend checks not negotiated in
60 days are voided and the recipients' claim is discharged on
the latter of 90 days after issuance or the first anniversary of
the effective date, with the Reorganized Debtor retaining all
unclaimed funds. The United States Trustee suggests that these
terms are overly harsh and the Debtor should be required to
deposit unclaimed funds in the Registry of the Court.

The U.S. Trustee points out that the events occurring after the
current disclosure statement and proposed plan were filed will
require modification of the documents.

Houlihan's Restaurants, Inc., filed for chapter 11 protection on
January 23, 2002. Cynthia Dillard Parres, Esq., and Laurence M.
Frazen, Esq., at Bryan, Cave LLP represent the Debtors in their
restructuring efforts. Stephen B. Sutton, Esq., and Brian T.
Fenimore, Esq., at Lathrop & Gage LC represent the Official
Unsecured Creditors' Committee.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million.

  
INSCI CORP: Sets Annual Shareholders' Meeting for October 14
------------------------------------------------------------
The Annual Meeting of Stockholders of INSCI Corp., will be held
at the Company's headquarters at Two Westborough Business Park,
Westborough, MA 01581, on October 14, 2002, at 11:00 AM, for the
following purposes:

         (1) To elect five Directors to serve for the ensuing
year or until their successors are elected and have been
qualified.

         (2) To ratify the appointment of Goldstein and Morris
Certified Public Accountants as the independent public
accountants for the Company's fiscal year ended March 31, 2002.

         (3) To amend the Company's Amended Certificate of
Incorporation to authorize a reverse stock split of the
outstanding shares of common stock at the discretion of the
Board of Directors.

         (4) Such other business as may be properly brought
before the meeting or any adjournments thereof.

Only those shareholders who were shareholders of record at the
close of business on August 30, 2002 will be entitled to notice
of, and to vote at the Meeting or any adjournment thereof.

INSCI Corp., an electronic statement presentation (ESP) service
provider INSCI (pronounced "in-sigh"), formerly insci-
statements.com, helps companies manage paperless documents
through digital archiving. More than 400 companies use INSCI's
ESP+ Solutions (formerly COINSERV) to store and retrieve
documents, manage workflows, and process e-commerce
transactions. ESP+ employs paperless storage formats such as
optical disk, CD, and tape. About 60% of the company's sales
come from services including installation, maintenance,
training, and related consulting. INSCI sells directly and
through alliances with such tech players as Unisys and Xerox.

                        *    *    *

According to INSCI's Form 10KSB filing dated July 15, 2002,
INSCI had $412,000 of cash and working capital deficit of $6.2
million, at March 31, 2002, in comparison to $460,000 of cash
and working capital deficit of $6.9 million at March 31, 2001.
Accounts receivable were $1.3 million as of March 31, 2002
compared to receivables of $1.5 million as of March 31, 2001.

The Company has a deficiency in its financial statements in that
it has $8.0 million in liabilities and $2.2 million in assets.
This deficiency, unless remedied, can result in the Company not
being able to continue its business operations. The Company
believes that its current business plan, if successfully
implemented, may provide the opportunity for the Company to
continue as a going concern. However, in the event that
satisfactory arrangements cannot be made with creditors, the
Company may be required to seek protection under the Federal
Bankruptcy law.


ITC DELTACOM: Wants More Time to File Schedules & Statements
------------------------------------------------------------
ITC Deltacom, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to give it more time to file its Statement
of Financial Affairs and Schedules of Assets, Liabilities,
Executory Contracts and Unexpired Leases, pursuant to 11 U.S.C.
Sec. 521(1) and Rule 1007(c) of the Federal Rules of the
Bankruptcy Procedure.  The Debtor requests the Court to give it
until September 9, 2002 to complete these Schedules and
Statements.

The Debtors filed the Equity List and the Creditor List on the
Petition Date. The Debtor spent significant time prepetition and
continues to spend significant time postpetition, negotiating
with its creditors and formulating a pre-negotiated, consensual
plan of reorganization. Because of:

     a) the limited staffing available to perform the required
        internal review of the Debtor's accounts and affairs,

     b) the time-consuming, ongoing negotiations between the
        Debtor and its creditors, and

     c) the press of business incident to the commencement of
        this chapter 11 case,

the Debtor has been unable to assemble, in the time allotted by
the Bankruptcy Rule all the information necessary to complete
and file the Schedules and Statements.

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25,
2002. Rebecca L. Booth, Esq., Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Martin N. Flics, Esq.,
Roland Young, Esq., at Latham & Watkins represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $444,891,574 in total
assets and $532,381,977 in total debts.


INTERLIANT INC: Files for Chapter 11 Reorganization in New York
---------------------------------------------------------------
Interliant, Inc. (OTCBB:INIT), and all of its U.S. subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of New York. Chapter 11 allows a
company to continue operating in the ordinary course of business
and to maximize recovery for the company's stakeholders. The
filings will enable the company to continue to conduct business
as usual while it executes a reorganization plan that is
designed to improve the company's financial condition.
Interliant's United Kingdom subsidiaries are not included in the
filing and will also continue to operate normally.

The company has entered into an agreement with Silicon Valley
Bank, its primary secured lender, granting it consensual use of
its cash collateral which the company believes provides it
adequate funding to allow it to maintain operations in the
normal course until Debtor-in-Possession (DIP) financing is
obtained.

Interliant is also in the process of securing DIP financing to
supplement the company's cash flow during the Chapter 11
proceedings. The company has signed a letter of intent with a
lender and hopes to close with them in a few weeks, but has
indicated that obtaining the financing and the timing of a
closing is still uncertain. The company believes that DIP
financing will provide a source of funds that will allow the
company to operate its business normally while it focuses on its
current business plan and strengthens its balance sheet. This
anticipated additional liquidity is expected to enable the
company to satisfy the obligations of its daily operations,
including the timely payment for new services, employee wages
and other obligations. Any DIP financing will be subject to
approval by the Bankruptcy Court.

Interliant also announced the resignation of Bruce Graham as its
President and Chief Executive Officer.  Mr. Graham will remain a
member of Interliant's Board of Directors.  Francis J. Alfano,
Interliant's Chief Financial Officer, has assumed the positions
of CEO and President, and has also been appointed as a director
of the company. "Bruce has done an outstanding job leading
Interliant though our change in strategic focus over the last 16
months, driving substantial improvement in our operations and
management of the business," said Mr. Alfano. "We wish him the
best in his future endeavors, and thank him for his dedicated
service to Interliant."

Before serving as Interliant's chief financial officer, Frank
Alfano was Interliant's senior vice president of Corporate
Development, with responsibility for strategic business
relationships and all merger and acquisition activities.

"Chapter 11 enables us to continue the progress we have made in
restructuring the business, continuing to deliver top-quality
service to our customers, create value for our creditors, and
continue our role in the IT infrastructure market," said Alfano.
"We believe this period of reorganization will help us regain
our financial stability and we hope to emerge from Chapter 11 as
quickly as possible, with our ability to deliver industry-
leading managed IT infrastructure services intact."

Steve Munroe also resigned as the company's chief operating
officer as of July 24, 2002 and that Thomas Dircks and Merril
Halpern of Charterhouse Group International, and Charlie Feld of
The Feld Group, resigned from its Board of Directors as of
August 1, 2002. Charterhouse Group International and The Feld
Group will continue to be represented on the company's board,
each through a single board seat.

For more information on Interliant's reorganization, visit the
Interliant Web site at http://www.interliant.com/restructuring


INTERLIANT INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Interliant, Inc.
             Two Manhattanville Road
             Purchase, NY 10577
             fka Sage Networks, Inc
             fka Sage NDA Acquisition Corp
             fka Jacobson Group , Inc.
             fka Net Daemons Associates, Inc.
             fka Interactive Software, Inc.
             fka Knowledge Systems, Inc.
             fka Triumph Development, Inc.
             fka Triumph Technologies, Inc.

Bankruptcy Case No.: 02-23150

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Interliant Acquisition Corp.               02-23151
     Interliant Association Solutions, Inc.     02-23153
     Interliant Consulting and Professional     02-23155
      Services, Inc.
     Interliant International, Inc.             02-23159
     Interliant Services, Inc.                  02-23162
     Interliant Texas, Inc.                     02-23166
     The Jacobson Consulting Group, Inc.        02-23168
     rSP Insurance Agency, Inc.                 02-23158
     SL Successor Corp.                         02-23160
     Soft Link Holding Corp.                    02-23161
     TP Successor Corp.                         02-23163

Type of Business: The Company is a provider of Web site and
                  application hosting, consulting services, and
                  programming and hardware design to support
                  the information technologies ("IT")
                  infrastructure of its customers. The
                  Company's services encompass messaging,
                  security, hosting, and related professional
                  services. The Company's primary mission is to
                  make it easier and more cost-effective for
                  its customers to acquire, maintain and manage
                  their IT infrastructure.

Chapter 11 Petition Date: August 5, 2002

Court: Southern District of New York (White Plains)

Debtors' Counsel: Cathy Hershcopf, Esq.
                  James A. Beldner, Esq.
                  Kronish Lieb Weiner & Hellman, LLP
                  1114 Avenue of the Americas
                  New York, NY 10036
                  (212) 479-6138
                  Fax : (212) 479-6195

Total Assets: $69,785,979

Total Debts: $151,121,417


JYRA RESEARCH: Sells Certain Assets of UK Unit to Chevin Limited
----------------------------------------------------------------
Jyra Research Inc., (JYRA.PK) announces that certain assets of
its wholly-owned subsidiary, Jyra Research Ltd., an English
corporation in liquidation proceedings, have been sold to Chevin
Limited, an English provider of information technology products.

Chevin Limited did not purchase any rights to use the name Jyra
or Jyra Research, nor did Chevin Limited purchase any of the
stock of Jyra Research Inc., or Jyra Research Ltd. (a Chevin
Limited press release dated August 1, 2002 mistakenly stated
that Chevin Limited had acquired Jyra Research).

Up until Jyra Research Ltd., was placed into Creditors Voluntary
Liquidation in June, both Jyra Research Inc. and Jyra Research
Ltd., had pursued six parties from the United Kingdom, USA and
Canada, to acquire all or part of its business assets. Chevin
Limited was the only party to make an offer for various assets
and it was that offer that the Liquidators accepted since no
other potential purchasers were interested.

As required by English procedures, a Liquidator had been
appointed to dispose of the company's assets (upon appointment
of the Liquidators, the former management of Jyra Research Ltd.
ceased to have any managerial control over the company). The
Liquidators elected to sell Jyra Research Ltd.'s Intellectual
Property Rights, goodwill and trade information along with some
computer and network equipment, to Chevin Limited for
(pound)37,200. As a condition of the sale, Jyra Research Inc.,
was required to waive all rights that it may have had in the
intellectual property of Jyra Research Ltd., and refrain from
developing, selling or dealing in products providing
functionality of that provided by the Jyra Research Ltd.,
products for a period of 3 years, in exchange for a payment of
(pound)22,500.

Jyra Research Inc., has explored but has been unsuccessful in
securing any alternative business for itself. The Company, since
it has no business, believes its equity securities to be
worthless and it has insufficient financial resource to make any
distribution to shareholders. The Company's Board of Directors
is seeking advice concerning liquidating or dissolving the
Corporation.


KAISER ALUMINUM: Court Approves Retirees' Committee Appointment
---------------------------------------------------------------
Kaiser Aluminum Corporation's retired employees obtained Court
approval to appoint an Official Committee of Retired Employees
to serve as the authorized representative of, and protect the
rights of, the Retirees in the debtors' bankruptcy cases
pursuant to Section 1114(D) of the Bankruptcy Code. The members
of the 5-person committee are:

A. John E. Daniel, Committee Chairman
   Retired 1998 as Vice President, Primary Aluminum Business
   Unit of Kaiser Aluminum & Chemical Corporation

B. Jesse D. Erickson
   Retired 1989 as Senior Vice President of Kaiser Aluminum &
   Chemical Corporation

C. Timothy F. Preece
   Retired 1986 as Vice President, Kaiser Aluminum & Chemical
   Corporation and Chairman and President of Kaiser Development
   Company

D. James B. Hobby
   Retired 1991 as Vice President, Flat Rolled Products Division
   of Kaiser Aluminum & Chemical Corporation

E. David L. Perry
   Retired 1991 as Vice President & General Counsel of Kaiser
   Aluminum & Chemical Corporation
   (Kaiser Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)   

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


KELLSTROM INDUSTRIES: Hiring CB Richards as Real Estate Brokers
---------------------------------------------------------------
Kellstrom Industries, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Delaware to
employ CB Richards Ellis, Inc., as their real estate broker.

The Debtors tell the Court that they intend to engage CB
Richards with respect to their three parcels of real property
located in Broward County, Florida.  Two of the parcels are
undeveloped tracts of land and other parcel is a 205,000 square
foot office and warehouse facility.

CB Richards will be compensated solely by the payment of a sales
commission of 2% of the proceeds of the sale of the office and
warehouse facility and 4% of the proceeds of the undeveloped
tracts of land.  The initial listing prices for the Real
Property aggregate approximately $19.1 million.

While the Debtors could attempt to market the Real Property
without the aid of a broker, they realize that they lack the
expertise, knowledge and network to maximize the value of the
Real Property. Thus, the Debtors require the assistance of an
experienced and well-regarded real estate broker. The Debtors
believe that CB Richards's specialized expertise in commercial
real estate will allow them to achieve the maximum value for
their Real Property.

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.


KELLSTROM: Harizman, Yoav & Zivi Resign as Officers & Directors
----------------------------------------------------------------
As previously reported on February 26, 2002, Kellstrom
Industries, Inc., filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (Case No. 02-
10536).  On July 17, 2002, Old Kellstrom completed the U.S.
Bankruptcy Court-approved sale of substantially all of its
assets to Kellstrom Aerospace, LLC, an entity controlled by
Inverness Management LLC. The cash portion of the purchase price
received at closing was $52 million (subject to adjustment) and
was paid to Bank of America, N.A., as agent for Old Kellstrom's
senior secured lenders in partial repayment of such secured
indebtedness.

Effective July 17, 2002, Niv Harizman, Yoav Stern and Zivi
Nedivi resigned as officers and directors of Old Kellstrom.

Kellstrom is a leading aviation inventory management company.
Its principal business is the purchasing, overhauling (through
subcontractors), reselling and leasing of aircraft parts,
aircraft engines and engine parts.


KMART CORP: Court Extends Removal Period Until October 17, 2002
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gives Kmart Corporation and its 37 debtor-affiliates until
October 17, 2002 to determine which of some 20,000 pending
prepetition State Court Actions, if any, they will remove to the
Bankruptcy or District Court for continued litigation and
resolution.


KMART CORP: Appoints Lyman Locket as New Chief Diversity Officer
----------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced the promotion of Lyman
Locket to Vice President, Logistics Human Resources and Chief
Diversity Officer, and Dave Lanni to Vice President, Field Human
Resources.

Locket, 41, previously served as Vice President, Diversity.  His
new responsibilities will include managing the human resource
operations in the company's logistics division and at its 18
distribution centers while continuing to oversee the company's
diversity programs.

Locket joined Kmart in 1978 as an Apparel Manager in the
company's western division.  He has since held various positions
of increasing responsibility in the field and at Kmart's
corporate headquarters.  Locket attended Yavapai College in
Flagstaff, Ariz.

Lanni, 48, previously served as Divisional Vice President,
Logistics Human Resources, overseeing all logistics human
resource functions.  His new responsibilities will include
overseeing all human resource functions for associates at Kmart
stores and field operations nationwide.

Lanni is a 24-year Kmart veteran who joined the company in 1978
as a Kmart Apparel Manager in Raynham, Mass.  He holds a
bachelor's degree in business administration from Roger Williams
University in Bristol, R.I.

Locket and Lanni both will report to Michael Macik, Kmart
Executive Vice President, Human Resources.

"It is important to promote seasoned Kmart veterans to these key
positions within the organization," said Macik.  "Lyman and Dave
both have an intimate understanding of the company and will be
able to use their knowledge to develop programs and communicate
with employees in an efficient and thoughtful manner."

Kmart Corporation is a $36 billion company that serves America
with more than 1,800 Kmart and Kmart SuperCenter retail outlets
and through its e-commerce shopping site, http://www.kmart.com

Kmart Corp.'s 9% bonds due 2003 (KM03USR6), an issue in default,
are trading at 30 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LOEWS CINEPLEX: Court Enforces Assumption of Fandango Contract
--------------------------------------------------------------
Fandango, Inc., announced that a United States Bankruptcy Court
in New York has ruled in favor of enforcing its exclusive
contract with Loews-Cineplex Entertainment. Loews-Cineplex
Entertainment had filed a motion in bankruptcy court to reject
the Fandango agreement.

Fandango is the largest remote movie ticketing company in the
country offering tickets for more than 600 theaters and 7,300
movie screens. Loews-Cineplex Entertainment is one of Fandango's
six exhibitor partners that also include Carmike Cinemas,
Century Theatres, Cinemark Theatres, Edwards Theatres, and Regal
Cinemas.

The dispute was a result of AOL Moviefone's efforts to induce
Loews-Cineplex Entertainment to breach its exclusive ticketing
agreement with Fandango and to cause Loews-Cineplex
Entertainment to enter a new agreement with AOL Moviefone.

Art Levitt, president and CEO, Fandango, Inc. said, "Loews is
one of our original exhibitors and a valued partner. We have not
changed our commitment or operations since forming the original
alliance and Loews ticket sales have continued to be very strong
throughout the summer. We look forward to working with Loews and
our other exhibitors to continue to build the largest and best
remote movie ticketing service in the country."

Fandango is a market leader in remote ticketing for consumers
planning a trip to the movies. Its convenient service lets
moviegoers quickly select a film, plan where and when to see it,
and buy tickets in advance on http://www.fandango.comand 1-800-
555-TELL (say, "Movies"). Fandango offers print-at-home
ticketing in 40 cities nationwide. Fandango also offers CDs,
DVDs, posters, and restaurant reservations. Fandango's partners
include six major North American exhibitors, representing close
to 12,300 movie screens: Carmike Theatres, Century Theatres,
Cinemark Theatres, Edwards Theatres, Loews Cineplex
Entertainment and Regal Cinemas. Utilizing the latest
technology, Fandango offers tickets at 7,300 screens at more
than 600 theaters, nationwide show times, movie reviews and
trailers. The company's investors include Accretive Technology
Partners and General Atlantic Partners, LLC.


MASSEY ENERGY: Loses Jury Verdict in $50MM Case v. Hugh Caperton
----------------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported that a jury in Boone
County, West Virginia returned a verdict yesterday evening
against Massey Energy Company of approximately $50.0 million,
including compensatory and punitive damages, in a lawsuit
brought by Hugh Caperton and various companies owned by him,
including Harman Mining Corporation.  The jury found that Massey
tortiously interfered with Harman's business and committed
fraudulent misrepresentations and fraudulent concealment, in
connection with a claim of force majeure under a coal purchase
agreement.

"We are shocked and discouraged by the jury's decision," said
Don L. Blankenship, Chairman and CEO of Massey Energy.  "We
continue to believe that Massey's actions were an appropriate
exercise of our legal rights.  We find especially discouraging a
damage award so clearly excessive and we intend to vigorously
pursue an appeal."

Massey Energy Company, headquartered in Richmond, Virginia, is
the fifth largest coal producer in the United States.

Massey Energy's June 30, 2002 balance sheet shows that the
company's total current liabilities exceeded its total current
assets by about $85 million.


MERRILL CORP: Successfully Completes Exch. Offer for 12% Notes
--------------------------------------------------------------
Merrill Corporation -- http://www.merrillcorp.com-- announces  
that holders of its outstanding 12% Senior Subordinated Notes
due 2009 (CUSIP No. 590175 AC 9) have tendered 97.77% of the
outstanding notes in exchange for Class A Senior Subordinated
Notes due 2009, Class B Senior Subordinated Notes due 2009 and
Series A Warrants pursuant to an exchange offer that expired at
5:00 p.m. EDT on August 1, 2002.

Merrill Corporation has also obtained consents from the holders
of the 12% Senior Subordinated Notes due 2009 to amend the
existing indenture governing those notes not tendered in order
to delete substantially all of the covenants in that indenture
and to subordinate those notes to all Class A Senior
Subordinated Notes due 2009 and Class B Senior Subordinated
Notes due 2009.

The exchange offer and consent solicitation are part of a
restructuring involving Merrill Corporation's other debt and
equity securities as well as its Credit Agreement.

The issuance of the Class A Senior Subordinated Notes due 2009,
the Class B Senior Subordinated Notes due 2009 and the Series A
Warrants, together with consummation of each of the other
elements of the restructuring, is expected to take place on
August 9, 2002.

"After months of negotiations, we are very pleased that the
exchange offer has been accepted.  It is a credit to our
clients, employees and lenders that this restructuring will be
successfully completed.  I'm grateful for the confidence and
trust shown during this process," said John Castro, President
and CEO of Merrill.

Merrill Corporation is a diversified communications and document
services company applying advanced information systems and
intranet/internet technology to provide a wide range of services
to its financial, legal and corporate clients.


METALDYNE: S&P Affirms BB- Rating Following Sale of Trimas Stake
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
double-'B'-minus corporate credit rating on Plymouth, Michigan-
based Metaldyne Corporation following the completion of the sale
of a 66% stake in Metaldyne's formerly wholly-owned subsidiary,
TriMas Corp., for $840 million in cash and debt reductions.

At the same time, the rating was removed from CreditWatch, where
it was placed May 16, 2002. Metaldyne, a manufacturer of
automotive components, has total debt of about $775 million. The
outlook is stable.

TriMas (a manufacturer of vehicle hitches, packaging systems,
and specialty industrial fasteners) was sold to Metaldyne's
largest shareholder, Heartland Industrial Partners L.P. Proceeds
from the sale were used to reduce debt, which improved
Metaldyne's previously stretched financial profile.

"Although Metaldyne's credit statistics have improved, its debt
burden remains heavy," said Standard & Poor's analyst Martin
King. "The company intends to pursue strategic acquisitions and
joint ventures which will likely result in continued heavy debt
use."

Financial flexibility is adequate, with a mostly unused $250
million revolving credit facility and the ability to liquidate
assets, including the retained 33% interest in TriMas, valued on
Metaldyne's balance sheet at $135 million.

Upside rating potential is limited by an aggressive growth
strategy, and competitive and cyclical end markets. Downside
risk is limited by the financial flexibility provided by the
company's diverse product portfolio and saleable assets.


MIKOHN GAMING: S&P Downgrades Rating to B- Over Poor Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings of Mikohn Gaming Corp., to
single-'B'-minus from single-'B'. The ratings remain on
CreditWatch where they placed on February 22, 2002, but the
implication is revised to negative from developing.

The actions followed the announcement by the Las Vegas, Nevada-
based slot-machine manufacturer that operating performance
during the June 2002 quarter was well below expectations. That
weak performance resulted in a violation of bank covenants and a
significant decline in credit measures. Mikohn has about $100
million of debt outstanding. The lower ratings also reflect
Standard & Poor's concern that Mikohn's liquidity position could
further deteriorate if operating performance during the next few
quarters does not materially improve.

Mikohn Gaming is a leading developer and manufacturer of
proprietary branded slot machines and table games. In addition,
it manufactures casino signage, progressive jackpot systems, and
both player and game tracking systems.

While current liquidity seems adequate, with approximately $13
million in cash on hand and modest capital spending
requirements, continued weak operating performance in the near
term will use this excess cash. In addition, the company cannot
currently draw on its bank revolving credit facility due to
covenant violations.

"We will continue to monitor the company's operating
performance, strategic direction, and liquidity position when
resolving its CreditWatch status," said Standard & Poor's credit
analyst Michael Scerbo.


MPOWER COMMS: Shoos-Away Andersen and Hires Deloitte & Touche
-------------------------------------------------------------
On July 30, 2002, the Reorganized Company MPower Communications
Inc.'s board of directors approved the decision to dismiss
Arthur Andersen LLP as the Company's independent auditor.

There appeared a going concern modification stated in Andersen's
report dated February 6, 2002 for the fiscal year ended December
31, 2001.  Although the Company provided Andersen with a copy of
the disclosures and termination, the Company has been unable to
obtain a letter from Andersen stating its agreement with the
disclosures. Andersen has advised the Company that they no
longer have an infrastructure to process such requests.

Effective July 30, 2002, the Company engaged Deloitte & Touche
LLP to serve as the Company's independent auditor. The
Reorganized Company's board of directors approved the engagement
of Deloitte & Touche LLP on July 30, 2002.

As previously reported, on April 8, 2002, a facilities-based
broadband communications provider, Mpower Communications, and
Mpower Lease Corporation, a wholly-owned subsidiary of Mpower
Communications, each filed a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the District of Delaware.

On July 17, 2002, the Bankruptcy Court confirmed the Plan, as
modified by the Findings of Fact, Conclusions of Law, and Order
Under Section 1129 of the Bankruptcy Code and Rule 3020 of the
Bankruptcy Rules Confirming Debtors' First Amended Joint Plan of
Reorganization entered by the Bankruptcy Court on the same date.  
Also, on July 17, 2002, the Bankruptcy Court dismissed the
Chapter 11 Case of Mpower Leasecorp, effective as of the
Effective Date.

On July 30, 2002, the Final Plan became effective, and the
Debtors emerged from Chapter 11 protection and they are now
operating their businesses and properties as reorganized
entities pursuant to the terms of the Final Plan.       


MYCOM GROUP: Schumacher & Assoc. Expresses Going Concern Doubt
--------------------------------------------------------------
Mycom Group Inc., provides a complementary mix of technology
products and services, and develops and markets new software
applications using the mycomPRO(TM) brand name. Services include
comprehensive design, development and web enabling of e-business
applications, database applications, networking, and online and
classroom instructional training and communications services.  
Mycom provides these services for large and medium-sized
businesses, and technical marketing and documentation services
that enhance the benefits of technology investments across an
enterprise. Through its sales division, Broughton International,
Mycom offers a wide range of software, hardware and enterprise
solutions to a base of more than 20,000 customers throughout
North America.  

MYCOM Group and Broughton are on the web at http://www.mycom.com   
Mycom's software brand, mycomPro, can be found on the Web at
http://www.mycompro.com

                 Three Months Ended June 30, 2001

Revenue decreased $945,187 from $2,856,748 in the second quarter
of 2001 to $1,911,561 in 2002, or 33%. This decrease is the
result of reduced product sales of $467,493 or 23% and reduced
consulting revenue of $477,694 or 58%.  The 2002 product sales
business remains strong despite the sales reduction from the
comparable 2001 period, and has historically had higher levels
of revenue in the second half of the year.  Software sales in
the second quarter of 2001 included some unusually large
security product orders that were part of a special vendor sales
program that did not repeat in 2002.  Consulting revenues have
been affected by reduced spending from large companies that were
formerly significant customers (in excess of 10% of total
revenue).  The Company's customer base still includes the same
large clients, however, no one customer provides 5% of total
revenue.  The Company has restructured its business to reflect
the lower level of consulting business, and is positioned to
respond to increased demand when economic conditions change.

Operating expenses decreased $792,610 or 29% from 2001 totals of
$2,718,124 to $1,925,514 in the second quarter of 2002.  This
expense reduction came from reduced labor related costs of
$355,430, reduced cost of product sales of $252,050, and other
reduced operating expenses from restructuring of $185,130.

Income (loss) from minority interest showed income in the second
quarter of 2002 of $79,592 compared to a loss in the same period
of 2001 of $31,336.  Income from minority interest in 2002
resulted from a change in accounting estimate that resulted in a
reduction in its Minority Interest liability from $79,592 to
zero.  This liability was recorded as the Company's 49% share of
MAI's accumulated deficit as of December 31, 2001.  MAI's
operating performance has improved, and the Company will begin
recording its 49% share of those profits after MAI's accumulated
deficit has reached zero.

Net income in the second quarter of 2002 was $32,825 compared to
$80,318 in the same period last year, the decline being mainly
from lower revenue. Profitability in the second quarter of 2002
reflects the first profitable quarter since Q-2 of 2001, due to
the economic conditions affecting the entire industry.

                Six Months Ended June 30, 2001

Revenue decreased $445,129 from $4,451,550 in the first half of
2001 to $4,006,421 in 2002, or 10%.  This decrease is the result
of reduced product sales of $318,272 or 9% and reduced
consulting revenue of $126,857 or 15%.

Operating expenses for the six month periods are not comparable
because Mycom Consulting operations are not included in the 1st
quarter 2001 results since the business combination occurred
April 16, 2001.  Expenses for the six months ended 2002 include
the operations of both companies for the entire six months, and
2001 results only include Mycom Consulting for 11 weeks of the
26-week period. Despite this fact, operating expenses decreased
$121,029 or 3% from 2001 totals of $4,286,086 to $4,165,057.  
Actual expense reductions can be better understood from the
three-month analysis above.

Income from minority interest showed income in the first six
months of 2002 of $79,592 compared to a loss in the same period
of 2001 of $31,336. Income from minority interest in 2002
resulted from a change in accounting estimate that resulted in a
reduction in its Minority Interest liability from $79,592 to
zero.  This liability was recorded as the Company's 49% share of
MAI's accumulated deficit as of December 31, 2001.  MAI's
operating performance has improved, and the company will begin
recording its 49% share of those profits after MAI's accumulated
deficit has reached zero.

Net losses in the first six months of 2002 were $141,983
compared to income of $102,045 in the same period last year
mainly as a result of lower revenue, and substantially different
economic conditions between the two periods.

                 Liquidity and Capital Resources

Mycom restructured its debt facility on July 10, 2002 with
Provident Bank of Cincinnati, Ohio.  The Bank increased the
Company's long-term debt facility by $211,000, and increased the
Company's line of credit from $1,000,000 to $1,200,000.  Each of
the two debt instruments bear interest at a rate of two
percentage points above the Bank's prime rate.  The Company has
a net working capital deficiency as of June 30, 2002, of
approximately $1.5 million that includes a renewable bank line
of credit of $1,200,000 due in January of 2003. Mycom expects
continued improvement in operating performance, and if achieved,
expects the Bank to extend its $1.2 million line of credit next
January.   In addition, management is pursuing remedies that
include private placements of additional equity capital, and
sold $175,000 of preferred shares since December 31, 2001.

However, Schumacher & Associates, Inc., Certified Public
Accountants, and the Company's independent auditors, in its July
19, 2002 Auditors Report, stated:  "As discussed in the notes to
the financial statements, certain conditions raise substantial
doubts about the Company's ability to continue as a going
concern. The accompanying consolidated financial statements do
not include any adjustments to the financial statements that
might be necessary should the Company be unable to continue as a
going concern."


NATIONSRENT INC: Has Until October 17 to Make Lease Decisions
-------------------------------------------------------------
A group of Former Store Owners -- James L. Ziegler, R. Nancy
Ziegler, Samco Enterprises, LLC, Garzarelli Investment Company,
LI.C, JR Equipment, Inc., John P. Greene and Diana L. Greene, as
Trustees for the Greene Family Trust Dated March 21, 1991,
Charleigh Davis and Steve Koehler -- complain that NationsRent
Inc., and its debtor-affiliates failed to provide them with
adequate assurances under various leases.

According to Elio Battista, Jr., Esq., at Blank Rome Comisky &
McCauley LLP, in Wilmington, Delaware, the Debtors have also
defaulted payments of certain postpetition lease obligations.
Specifically, the Debtors have not paid the 2001 and 2002 real
estate taxes for property under the Ziegler Leases, the Greene
Leases and the Samco Leases.

"These Chapter 11 cases have been pending for almost six full
months; surely, the Debtors have had ample time to determine
which leases they intend to assume or reject," Mr. Battista
says.

If the Court should extend the Lease decision period, the Former
Store Owners suggest that the extension be limited to August 15,
2002.  "The Court should also obligate the Debtors to
immediately pay any past due property taxes under the Leases,
Mr. Battista asserts.

                           *   *   *

Judge Walsh rules in favor of the Debtors and extends the
deadline for the Debtors to make lease disposition decisions to
October 17, 2002.  But parties-in-interest may seek an order
requiring the Debtors to elect to assume, assume and assign, or
reject a particular lease before that date. (NationsRent
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NESTOR INC: Enters $3MM Financing Agreement with Churchill Lane
---------------------------------------------------------------
Nestor, Inc. (OTC: NEST), a leading provider of intelligent
video-based traffic safety systems, has entered into a
Memorandum of Understanding to provide the Company with
$3,100,000 in cash in return for the assignment of royalties
received after July 1, 2002 from its PRISM technology license.
The funding is being provided by Churchill Lane Associates, LLC,
a company controlled by three directors and shareholders of the
Company. All non-participating directors of the Company have
approved the MOU, and the Company has received indications of
support for consent to the transaction from over 50% of the
outstanding voting shareholders of the Company. The closing of
the proposed transaction is subject to the satisfaction of
certain conditions including completion of final documents and
the filing with the SEC and distribution of an Information
Statement to the Company shareholders.

In conjunction with the MOU, the Company's wholly owned
subsidiary, Nestor Traffic Systems, Inc., has completed a
restructuring of its capital lease line with EDS Corp., to ease
short-term cash flow requirements. EDS and NTS have agreed to
freeze the lease line on NTS' CrossingGuard equipment at its
current level, and to defer payment on unpaid lease obligations
until September 30, 2003, at which time regular monthly payments
are to resume and bundled payments are to be brought current
over three consecutive quarters. In addition, the interest rate
underlying the lease payment terms will be adjusted from
approximately 19% to 12% per annum. Alan M. Wiener, Chairman of
the Board, noted that this restructuring brings the Company
relief from current lease servicing obligations as it implements
its refinancing and restructuring plans.

In June, the Company announced management changes and cost
reductions, trimming ongoing monthly expenses by about 50%. The
Company has refocused its efforts solely on delivering and
supporting its red-light video enforcement contracts for
CrossingGuard. As of June 30, 2002, the Company had thirty-five
enforced approaches operating in seven cities.

Nigel Hebborn, President and CEO of Nestor, Inc, said, "We
believe that with the combination of the new financing received,
the restructured capital lease obligations, the deployment of
product enhancements currently in the pipeline and the
installation of the roughly 50 additional approaches under
contract, the Company has the opportunity to realize positive
operating cash flows early in 2003. To reach this milestone, the
Company will need to raise additional capital, primarily to
finance the delivery of CrossingGuard systems under turnkey
contract commitments."

Nestor, Inc., through its wholly owned subsidiary, Nestor
Traffic Systems, is an emerging leader in providing innovative,
video-based monitoring systems and services for traffic safety.
Its products incorporate Nestor's patented image processing
technology into intelligent, real-time solutions that promote
traffic efficiency, intersection safety, and railway grade
crossing monitoring. All products are sold direct and by
selected partners worldwide. For more information, call 401-434-
5522 or visit http://www.nestor.com  

                         *    *    *

In its last Form 10-Q filing for the quarter ended march 31,
2002, Nestor's independent auditors stated that the Company's
financial statements had been prepared assuming that Nestor,
Inc., will continue as a going  concern.  As discussed in Note 1
of the Form 10-K financial statements,  the Company is currently
expending cash in excess of cash generated from operations, as
revenues are not yet sufficient to support future operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern without additional
financing.  Management's plans in regard to these  matters are  
discussed in Note 1 of the Form 10-K   financial statements. The
quarterly financial statements do not include any adjustments to
reflect the possible future effects on the  recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this
uncertainty.

As of March 31, 2002, Nestor's balance sheet shows a working
capital deficit of about $100,000.


NETIA HOLDINGS: Minority Shareholders Challenge Resolutions
-----------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIAQ/NTIDQ, WSE: NET), Poland's
largest alternative provider of fixed-line telecommunications
services, announced that it received on August 1, 2002 a copy of
the claim filed by a minority shareholder with the District
Court (Sad Okregowy) alleging that the distribution of the
warrants to be issued by the Company under the pending financial
restructuring is harmful to the minority shareholders and
violates good customs.

In particular, the suit is requesting that sections 10, 11 and
13 of resolution number 2 adopted at the General Meeting of
Shareholders on April 4, 2002 be invalidated. The Company's
Management Board believes the claim to be unsubstantiated and
expects to file for its dismissal. A copy of resolution number 2
adopted at the August 4, 2002 General Meeting of Shareholders is
available on the Company's Web site at http://www.netia.pl  

The Company has also received a decision of the District Court
of June 14, 2002 whereby the District Court resolved to forward
to the Regional Court for the city of Warsaw (Sad Rejonowy dla
m.st. Warszawy) for its determination a claim filed by another
minority shareholder, also for the invalidation of a resolution
adopted at the April 4, 2002 General Meeting of Shareholders.
The Company has not received a copy of the claim and is not
aware of its merits. The Company intends however to file for its
dismissal if based on the grounds of the claim received on
August 1, 2002 and referred to above.

Netia Holdings SA's 13.50% bonds due 2009 (NETH09PON20),
DebtTraders reports, are trading at 18 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09PON2
for real-time bond pricing.


NEW WORLD RESTAURANT: Taps Grant Thornton to Replace Andersen
-------------------------------------------------------------
On July 29, 2002, New World Restaurant Group, Inc., a Delaware
corporation, dismissed Arthur Andersen LLP as its independent
auditors and engaged the accounting firm of Grant Thornton LLP
as the Company's new independent auditors. The decision to
change auditors was recommended by the Audit Committee of the
Board of Directors and unanimously approved by the Board of
Directors. The decision to engage Grant Thornton LLP followed
the Company's evaluation of proposals from several accounting
firms.

Pursuant to Item 304(a)(3) of Regulation S-K, the Company
requested that Andersen furnish a letter addressed to the
Securities and Exchange Commission stating whether they agree
with the statements regarding termination. A representative of
Andersen advised the Company that Andersen is no longer in a
position to provide letters relating to its termination as a
former audit client's independent auditor, and that Andersen's
inability to provide such letters has been discussed with the
staff at the Securities and Exchange Commission.

New World is a leading company in the 'quick casual' sandwich
industry. The Company operates stores primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises stores under the Manhattan Bagel and Chesapeake Bagel
Bakery brands. As of October 2, 2001, the Company's retail
system consisted of 494 company-owned stores and 294 franchised
and licensed stores. The Company also operates three dough
production facilities and one coffee roasting plant.

                         *    *    *

As reported in Troubled Company Reporter's June 6, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on New World Restaurant Group Inc., to triple-'C'-plus from
single-'B'-minus based on Standard & Poor's concern that the
company is increasingly challenged to refinance its $140 million
senior secured notes due in June 2003.

The rating was also removed from CreditWatch, where it had been
placed April 5, 2002. The outlook is negative. Eatontown, New
Jersey-based New World had $158 million total debt outstanding
as of January 1, 2002.


NOMURA ASSETS: Fitch Junks Two Classes of Series 1994-MD1 Certs.
----------------------------------------------------------------
Nomura Asset Securities Corporation, commercial mortgage pass-
though certificates, series 1994-MD1 $26.7 million class B-1 and
$24.6 million class B-2 are downgraded to 'CCC' and 'C' from
'BBB+' and 'B', respectively and placed on Rating Watch Negative
by Fitch Ratings. Also, the $22.3 million class A-3 and interest
only class A-3X currently rated 'AAA' are placed on Rating Watch
Negative due to expected interest shortfalls. The $24.8 million
class B-3A, $1,503 class B-3B and $8 million class B-3P rated
'C' will remain on Rating Watch Negative.

The rating actions are due to expected interest shortfalls and
losses following a significant deterioration in the value of the
second largest loan in the pool, Rolling Acres, which has
resulted in a non-recoverable servicer advance determination for
the loan. In addition to the non-recoverable determination, the
new value indicates that the majority of the cumulative
outstanding advances on the loan are also not recoverable. When
this situation occurs in transactions, it is the servicer's
option to recover those expenses immediately from trust
proceeds. In this instance, given the limited amount of current
monthly principal and interest payments, the servicer will
recover its advances over the next five to six months beginning
with the Aug. 15, 2002 distribution. In order to reimburse the
servicer, all bondholders, including the A-3 and A-3X, currently
rated 'AAA' by Fitch, will not receive principal and interest
distributions for at least the next five months. More
specifically, Fitch expects the A-3 will have its scheduled
interest and principal payments deferred for approximately seven
months, at which time it should be made whole. The anticipated
missed interest payments are the reason for the Rating Watch
Negative on the A-3 and A-3X classes. When the A-3 and A-3X have
recouped the due interest payments, the Rating Watch Negative
designation will be removed.

The B-1 class has been downgraded and placed on Rating Watch
Negative also due to interest shortfalls. At this time, it is
not known exactly how long the interest payments will be
shorted, but there is a possibility that the B-1 may not recover
all of its past due interest. The B-2 and the B-3 classes are
rated 'C', Rating Watch Negative, indicating that in addition to
most likely never recouping their interest shortfall, default is
imminent from principal losses expected on both the Rolling
Acres and Canton Centre loans.

The transaction balance has been reduced by 74%, to $106.5
million. Currently three loans remain, two of which, the Rolling
Acres (29%) and Canton Centre (17%), are real estate owned
(REO). Both REO loans are regional malls and are expecting
losses to the certificates in aggregate amount greater than $35
million. The largest loan in the pool, Oly Realty One (Oly) is
currently performing. The Oly loan, (54%) is secured by twenty
limited service hotels located in the northeast United States. A
portion of the loan (7%) has been defeased. The loan was assumed
by a new borrower in 2000. Since assuming the loan, the borrower
has renovated all of the hotels and change their flags to either
Fairfield Inns or Park Inns. The trailing twelve months debt
service coverage ratio (DSCR) as of March 2002, has the loan
performing at a 1.16 times. The DSCR has increased from yearend
2001 and yearend 2000, which were 1.14x and 0.96x, respectively.
The loan is on a 21-year amortization schedule, with a
prepayment lock-out that expires in March 2004. If the borrower
chooses to prepay in March 2004, the B-1 class may also be
permanently impaired due to missed interest. The interest rate
on the loan is currently 11.54%.

Fitch will continue to monitor this transaction on a monthly
basis, to follow the status of the interest shortfalls and alert
investors as changes occur. For additional collateral
information, please see the updated FLLEX report on
FitchResearch, the Fitch Ratings subscription-based Web site
located at http://www.fitchratings.com


NORTHPOINT COMMS: Jonathen Gallen Discloses 7.1% Equity Stake
-------------------------------------------------------------
As of July 24, 2002, Ahab Partners, L.P., a New York limited
partnership, was the holder of 5,700,000 shares of the common
stock, par value $0.001 per share of NorthPoint Communications
Group, Inc., and Ahab International, Ltd., a corporation
organized under the laws of the Bahamas, was the holder of
2,800,000 Shares.  Jonathan Gallen possesses sole power to vote
and direct the disposition of all shares held by Ahab and
International.  In addition, as of such date, 1,000,000 shares
were held by third parties for whom Mr. Gallen exercises sole
voting and investment control with respect to such shares.  
Thus, for the purposes of Reg. Section 240.13d-3, as of July 24,
2002, Mr. Gallen is deemed to beneficially own 9,500,000 shares,
representing 7.1% of the shares issued and outstanding.

Mr. Gallen serves, indirectly through one or more entities, as
the investment advisor for, and exercises sole voting and
investment authority with respect to the securities held by,
each of Ahab  Partners, L.P (formerly known as Pequod
Investments, L.P.), a New York limited partnership, and Ahab
International, Ltd. (formerly known as Pequod International,
Ltd.), a corporation organized under the laws of the Bahamas.  
The Funds are 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. Gallen also
invests his personal funds and provides investment management  
services for various other third parties.

During the last sixty days, the only transactions in shares, or
securities convertible into,  exercisable for or exchangeable
for shares, by Mr. Gallen or any person or entity controlled by
him or any person or entity for which he possesses voting or
investment control over the securities, were purchases on July
24, 2002 at approximately $0.0085 (0.85 cents) per share in
ordinary brokers  transactions of 1,280,000 shares by Ahab and
720,000 shares by International.

Northpoint is based in San Francisco, California and provides
dedicated Internet access service via DSL technology. Northpoint
filed for Chapter 11 Reorganization on January 16, 2001, in the
U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division.


OWENS CORNING: Buys First Basement Finishing System Franchise
-------------------------------------------------------------
In order to better support its franchisees, Owens Corning
acquired its first company-owned Basement Finishing System
franchise, Certified Basements, located in Woodbridge, VA.

The acquisition will allow Owens Corning to develop a greater
understanding of the day-to-day operations of running a Basement
Finishing System franchise.

"By experiencing the business first-hand, we can offer our
franchisees more effective ways of running and promoting their
businesses," said Jeff Van Sloun, general manager, HOMExperts
Room Solutions. "This first company-owned store will allow Owens
Corning to better understand the market and increase the support
efforts towards our current and future franchisees. This is a
great business venture for both Owens Corning and our
franchisees."

Gary Newman has been named as the branch manager and will be
supported by the following Owens Corning team members: Steve
Wilson, sales manager; Kevin Shannon, production manager; Mike
Taggert, contract administration; and Frank Hordova, marketing
administrator. In addition, Owens Corning will manage the sales,
marketing and installation workforce. (Owens Corning Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


OXFORD AUTOMOTIVE: Names Andrew Cummins as VP, Corporate Comms.
---------------------------------------------------------------
Oxford Automotive, Inc., a leading Tier-1 automotive OEM
supplier, announces the appointment of Andrew Cummins as
Vice President Corporate Communications.

In this role, Cummins will be responsible for global corporate
communications, reporting directly to John W. Potter, President
& CEO.

"Oxford is fortunate to have such a competent, seasoned
professional in this vital position within our company," said
Potter.  "His extensive communications experience will play a
significant role in guiding Oxford to achieve its communications
objectives and to reposition the business for future growth and
expansion."

Prior to joining Oxford Automotive, Cummins was Publisher &
Editorial Director of Automotive Industries magazine; a leading
monthly publication serving the information needs of the global
automotive industry.  Previously, Cummins served as Director
Communications for Sachs Automotive of America and President of
Cummins Marketing and Communications, Inc.

Cummins holds a Bachelor of Arts degree from Principia College.  
He is a member of the Automotive Press Association, the Business
Marketing Association and serves on the Honorary Board of the
Oakland Literacy Council.

Oxford Automotive, Inc., headquartered in Troy, Michigan, is a
leading full-service supplier of specialized metal-formed
assemblies and related services to the global automotive
industry.  Oxford currently has 7000 employees at 37 facilities
in 10 countries around the world.

                          *    *    *

In its Form 8-K filed with the SEC on December 12, 2001, Oxford
Automotive, Inc., announced it entered into a Forbearance
Agreement, dated as of December 8, 2001, to its Fourth Amended
and Restated Credit Agreement dated as of June 8, 2001, as
amended, among Oxford Automotive, Inc., Oxford Automotive Canada
Ltd., the Lenders identified therein, and Citicorp USA, Inc., as
Administrative Agent. Under the terms of the Forbearance
Agreement, the Lenders and the Agent have agreed, subject to
certain conditions and for the period ending no later than
January 14, 2002, to forbear from exercising remedies under the
Credit Agreement and all related documents as a result of
certain defaults.

In connection with the Forbearance Agreement, on December 10,
2001 the Agent provided a payment blockage notice to Oxford and
to the trustee under the Indentures governing Oxford's 10-1/8%
Senior Subordinated Notes due 2007, Series D, and the 10-1/8%
Senior Subordinated Notes due 2007, Series A/B. As a result,
under the terms of the Indentures Oxford was prohibited from
making any payments on the Notes until 180 days after the date
on which the payment blockage notice was received, or earlier if
the payment blockage period was terminated by the Agent, the
Credit Agreement defaults have been waived, or the indebtedness
under the Credit Agreement has been paid in full (unless the
Credit Agreement has been accelerated). Accordingly, Oxford did
not make the interest payment on the Notes due on December 15,
2001.

As reported in Troubled Company Reporter's January 22, 2002,
edition, Oxford announced its financial restructuring plan and
agreement with CSFB Global Opportunities Fund will be
implemented through the prearranged filing of a Chapter 11
proceeding at Oxford Automotive, Inc., the parent level of the
company's operations.  The company said its manufacturing
operations, including its foreign subsidiaries would be
unaffected.  The restructuring plan is being supported by the
Company's lenders and Oxford anticipates that the financial
restructuring plan will be completed within 90 days. The Fund
will provide to the Company $50 million in cash structured as
DIP Funding, which will be converted to equity upon conclusion
of the restructuring.  Oxford will also add one member to its
board of directors designated by the Fund.


PINNACLE TOWERS: Committee Brings-In Kramer Levin as Attorneys
--------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in the
chapter 11 case involving Pinnacle Towers III Inc., asks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Kramer Levin Naftalis & Frankel
LLP as its counsel.

In addition to acting as primary spokesman for the Committee, it
is expected that Kramer Levin's services will include,
assisting, advising and representing the Committee with:

     a. administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs including
        all issues arising from the Debtors, the Committee or
        these chapter 11 cases;

     b. preparation on behalf of the Committee of necessary
        applications, motions, memoranda, orders, reports and
        other legal papers;

     c. appearances in Court and at statutory meetings of
        creditors to represent the interest of the Committee;

     d. negotiation, formulation, drafting and confirmation of a
        plan or plans of reorganization and related matters;

     e. investigation, if any, as the Committee may desire
        concerning, the assets, liabilities, financial condition
        and operating issues concerning the Debtors that may be
        relevant to these chapter 11 cases;

     f. communication with the Committee's constituents and
        others as the Committee may consider desirable in
        furtherance of its responsibilities; and

     g. performance of all of the Committee's duties and powers
        under the Bankruptcy Code and the Bankruptcy Rules and
        the performance of such other services as are in the
        interests of those represented by the Committee.

The principal attorney to represent the Committee in this matter
is Thomas Moers Mayer, Esq., and his hourly billing rate is
$590.  Kramer Levin's hourly rates for other attorneys and legal
assistants are:

          Partners           $440 - $625
          Counsel            $435 - $440
          Associates         $210 - $435
          Legal Assistants   $150 - $175

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.


PLASMA ENVIRONMENTAL: Proposes to Issue Shares to Settle Debts
--------------------------------------------------------------
Plasma Environmental Technologies Inc., (TSX Venture-YPL)
announces that it intends to complete a proposed private
placement of up to 666,667 units of Plasma at a price of $0.15
per unit for gross proceeds of $100,000. Each unit is comprised
of one common share and one-half common share purchase warrant,
each whole warrant entitles the holder thereof to acquire a
common share for a period of two years from the date of
issuance, exercisable at a price of $0.20. The proceeds of the
offering will be used by Plasma for general working capital
purposes.

In addition, Plasma is negotiating with Hungaroplazma, Plasma's
partner which has granted Plasma a long term exclusive license
to commercialize its plasma technology, to purchase 50% of HPL's
international patent rights relating to its plasma technology.
The proposed transaction involves Plasma issuing 127,000 units
to HPL in exchange for the rights. Each unit would be comprised
of one common share of Plasma and one common share purchase
warrant, each whole warrant entitles HPL to acquire a common
share for one year from the date of issue at a price of $0.20.
In addition HPL, which provides consulting services to Plasma
will be granted options to purchase an additional 63,500 common
shares. Plasma is also negotiating with HPL to convert debt for
shares. The proposed transaction involves Plasma issuing 220,000
shares to HPL for a conversion of debt of $33,000.

Plasma is also continuing negotiations to settle an aggregate of
$720,866 of indebtedness owed by Plasma to various arm's length
creditors, as approved by the Plasma's shareholders at the
annual and special meeting held on June 27, 2002. Plasma is
proposing to issue up to 4,805,773 common shares to settle the
indebtedness.

Completion of the private placement, acquisition and debt
settlement are subject to regulatory approval, including
satisfaction of the requirements of the Canadian Venture
Exchange.


POINT.360: Brings-In Lewak Greenbaum as Independent Auditors  
------------------------------------------------------------
On June 18, 2002, Point.360 reported that it had engaged KPMG
LLP as its independent auditors for the fiscal year ending
December 31, 2002 and signed an engagement letter as of that
date.  The engagement letter outlined the terms of service with
KPMG's acceptance being subject to completion of its new client
evaluation procedures.

On July 26, 2002, KPMG informed the Company that KPMG declined
to act as the Company's independent auditors. Point.360 has
indicated that there were no disagreements with KPMG on any
matters of accounting principles or practices; nor had KPMG
performed any audit or other services for the Company.

Effective July 26, 2002, Point.360, through action of its Board
of Directors, engaged Singer Lewak Greenbaum & Goldstein LLP as
its independent auditors for the fiscal year ending December 31,
2002.

The Company has authorized KPMG to respond fully to the
inquiries of Singer Lewak regarding the matters described in the
preceding paragraphs.

On June 18, 2002, the Company filed a Current Report on Form 8-K
regarding the dismissal on June 12, 2002 of its prior
independent auditors, PricewaterhouseCoopers LLP. The Company
has authorized PwC to respond fully to the inquiries of Singer
Lewak regarding the matters described in that Current Report on
Form 8-K.

Point.360, which changed its name from VDI MultiMedia in mid-
2001, provides video and film management services to film
studios and ad agencies. Point.360 offers editing, mastering,
reformatting, archiving, and distribution services for
commercials, movie trailers, electronic press kits,
infomercials, and syndicated programs. Services provided to the
seven major film studios accounted for nearly 40% of VDI's 2000
revenue.

                         *   *   *

As reported in the May 7, 2002 edition of Troubled Company
Reporter, Point.360 (Nasdaq: PTSX) has completed a long-term
financing agreement with its existing banks.

In entering the agreement, the Company made an initial principal
payment of $2 million after which the Company's cash balance was
approximately $4.4 million. The loan will bear interest at the
banks' prime rate plus 1.25% which is less than the rate paid
previously.

Haig S. Bagerdjian, the Company's Chairman, stated: "Reaching a
long-term arrangement is a major achievement as we prepare for
future growth and profitability. Strong operating performance by
Luke Stefanko and his team has exceeded our expectations
enabling the Company to generate cash sufficient to meet and
exceed previously set objectives and permit a mutually
beneficial bank restructuring. Our balance sheet has been
strengthened since January 1, 2001 as we have reduced vendor
liabilities by approximately $5.6 million and increased cash by
approximately $5.7 million (prior to the $2 million initial
principal payment). As a result of operational efficiencies
already implemented, we are generating sufficient cash to enable
us to not only fulfill our obligations to creditors, but give us
funds necessary to invest in the future. The bank agreement also
removes the condition that caused the qualified audit opinion in
our recently filed Form 10-K."


PROTECTION ONE: Working Capital Deficit Reaches $212M at June 30
----------------------------------------------------------------
Protection One, Inc., (NYSE: POI) reported financial results for
the second quarter ended June 30, 2002.  Highlights for the
quarter include:

     -- Quarterly annualized customer attrition: 10.8% compared
        to 12.3% in the second quarter of 2001

     -- Cash flow, as defined below, increased 40.2%

     -- Net income was $3.5 million, or $0.04 a share

     -- Sequential debt reduction of 5%

Revenues for the three months ended June 30, 2002, were $72.9
million compared to $86.0 million for the three months ended
June 30, 2001, a decrease of 15%, reflecting the sale of assets
in 2001 and declines in the company's customer base.  Compared
to revenues in the first quarter of 2002, revenues in the second
quarter of 2002 were 1.5% less reflecting progress in reducing
attrition and in increasing internal sales.

During the second quarter of 2002, the company recorded net
income of $3.5 million, compared to a net loss of $31.1 million
for the second quarter 2001. Excluding extraordinary gains,
severance and facility closure expenses and discontinued
operations, the company recorded a net loss of $4.0 million in
the second quarter of 2002, compared to a net loss of $34.1
million in the second quarter of 2001.

A significant portion of the improvement in results for the
second quarter of 2002 arose from the write down of customer
accounts in the first quarter of 2002 and from the adoption of
SFAS No.142, which requires companies to no longer record
amortization expense associated with goodwill. The combination
of these accounting changes reduced amortization expense, net of
tax, by $20.5 million in the second quarter of 2002 as compared
to the second quarter of 2001.

Also, in the second quarters of 2002 and 2001, the Company
recorded extraordinary after-tax gains associated with the
retirement of debt of $8.8 million, and $5.8 million,
respectively.   Upon adoption of SFAS No.145, which will occur
no later than January 1, 2003, the company will no longer treat
such debt retirement as extraordinary, but as a component of
income from operations.

Richard Ginsburg, Protection One's President and Chief Executive
Officer, said, "Our focus this year has been on revenue
stabilization. Through our business transformation initiatives,
we have successfully lowered our net attrition rate, increased
our internal sales volume and reduced our debt burden. We are
pleased with the Company's transformation, and look forward to
continued positive results from the execution of our business
strategy."

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the second quarter 2002 were $22.3 million compared
to $24.3 million in the second quarter of 2001, excluding one-
time expenses of $4.3 million relating to severance and facility
closures. EBITDA for the first quarter 2002 was $22.4 million,
excluding one-time expenses of $0.5 million relating to
severance and facility closures. This EBITDA stabilization
reflects cost control initiatives, reduced attrition and an
increase in internal sales.

Cash flow, defined as net loss plus depreciation and
amortization, less discontinued operations and extraordinary
gains, net of tax, for the second quarter was $18.4 million,
compared to $13.2 million in the second quarter of 2001, an
increase of 40.2%.

The total company's quarterly annualized customer attrition rate
was 10.8% compared to 12.3% for the second quarter of 2001.  The
quarterly annualized customer attrition rate for the company's
North American operations for the second quarter of 2002 was
12.2% compared to 14.7% percent for the second quarter 2001.  
The total company's quarterly annualized net recurring monthly
revenue (RMR) attrition, which we define as the annualized
change in RMR for a given period divided by the starting RMR in
that period, was 8.8%.

In July 2002, the Company sold its Protection One Canada, Inc.
subsidiary, which accounted for less than 3% of revenues, EBITDA
and assets.  In accordance with Statement of Accounting
Standards 144, Accounting for Impairment or Disposal of Long-
Lived Assets, the assets and liabilities of Protection One
Canada, Inc. will be identified as discontinued operations,
along with its operating results reported in the company's
statement of operations, for all periods presented.  The
Company's Canadian operations have been excluded from the
operating and financial results except for net income.

The Company's total debt outstanding at the end of the second
quarter of 2002 was $565.7 million, compared to $597.4 million
at the end of the second quarter of 2001 and $584.1 million for
the year ended 2001. As of July 31, 2002, Protection One has
borrowed $188.2 million under its $255 million line of credit
with Westar Industries.

At June 30, 2002, the Company's total current liabilities
exceeded its total current assets by about $212 million.

The Company may, from time to time, continue to repurchase its
publicly traded debt, based on market conditions, as well as
purchase shares of its common stock and securities of
affiliates.

                        Network Multifamily

Protection One's subsidiary, Network Multifamily, continues to
lead the multifamily housing security market with more than
328,000 monitored units in 43 states, and with 28,000 new units
under contract and expected to be installed by the end of the
year.

During the second quarter of 2002, Network Multifamily's EBITDA
was $3.5 million, compared to second quarter 2001 EBITDA of $4.2
million.

Network Multifamily's quarterly annualized customer attrition
rate for the second quarter of 2002 was 7.6% compared to 4.8%
percent in the second quarter of 2001.

Protection One, one of the leading commercial and residential
monitored security services companies in the United States and a
leading security provider to the multifamily housing market
through Network Multifamily, serves more than one million
customers across the nation. Protection One is also a proud
sponsor of the Protection One 400, a multi-year NASCAR Winston
Cup Series Race at Kansas Speedway. For more information on
Protection One, go to http://www.ProtectionOne.com


Q-MEDIA: Royal Bank of Canada Waives Covenants Under Credit Pact
----------------------------------------------------------------
Q-Media Services Corporation (TSX-"QMS") initiated a reduction
in its workforce at its Fife, Washington operation and a
consolidation of two formerly separate operations at Fife into
one building.  Restructuring of this operation has now been
completed and will result in a one-time charge of approximately
$4.5 million in the Company's fourth quarter ending July 31,
2002.

Also, as previously announced, the Company, through its adviser,
BMO Nesbitt Burns has initiated discussions for the specific
purpose of improving the financial capacity of the Company.  The
BMO Nesbitt Burns process continues and in the meantime the
Company continues to focus on improving operational efficiency.

The Company has also been successful in coming to agreement with
the Royal Bank of Canada to waive certain financial covenants
related to its credit facility consistent with the
accommodations it received at the end of fiscal 2001 and again
at the beginning of June 2002.  The result is that the Bank has
agreed to defer an additional principal payment and continue to
provide relief under certain financial covenants in the near
term pending completion of the BMO Nesbitt Burns process.  The
Company continues to meet all interest payments required under
its senior credit agreement.  

Finally, the Company is announcing the retirement of J. Mark A.
MacDonald, as a Director of the Company.  Mr. MacDonald served
the Company as a Director from 1997.  The Company wishes to
express its gratitude to Mr. MacDonald for his contribution of
service to the Company.

Q-Media Services Corporation operates six supply chain
management facilities located in Vancouver, Canada; Fife,
Washington; Irvine, California; Austin, Texas; Nashville,
Tennessee; and Westborough, Massachusetts. These facilities
provide complete outsourced supply chain services for software
and documentation kits to technology customers, such as hardware
manufacturers in the personal computer industry, content
publishers, and software publishers.

The Company's services include planning and procurement of
materials, production and assembly services, and fulfillment and
inventory management. Shares of Q-Media Services Corporation are
traded on the Toronto Stock Exchange under the symbol (QMS) U.S.
S.E.C. exemption: 12g3-2(b) 82-3761. Further information can be
found at the Web site: http://www.qmediaservices.com


RAILAMERICA INC: Posts Improved Financial Results for Q2 2002
-------------------------------------------------------------
RailAmerica, Inc. (NYSE: RRA), the world's largest short line
and regional railroad operator, reported its results for the
second quarter ended June 30, 2002.  Financial highlights
included:

     * Diluted earnings per share of $.24, excluding special
charges for previously announced financing and restructuring,
compared to diluted EPS of $.19 for the second quarter of 2001

     * Consolidated revenues of $115.3 million, up 23% from
$93.5 million for the second quarter of 2001

     * Net income of $7.6 million, excluding special charges, up
82% compared to net income of $4.2 million for the second
quarter of 2001

Excluding special charges for previously announced financing and
restructuring, net income for the quarter ended June 30, 2002
increased 82% to $7.6 million, or $.24 per diluted share, on
32.2 million weighted average shares, compared to net income of
$4.2 million, or $.19 per diluted share, on 23.4 million shares
for the quarter ended June 30, 2001.   Including the special
charges, the net loss for the quarter ended June 30, 2002 was
$10.7 million, or $.33 per diluted share.

For the second quarter of 2002, consolidated revenues increased
23% to a record $115.3 million from $93.5 million during the
same period in 2001. Operating income and EBITDA for the second
quarter of 2002 increased 10% and 14% to $21.6 million and $30.1
million, respectively, compared to operating income of $19.6
million and EBITDA of $26.3 million for the same period in 2001.

"In addition to our strong financial results, another
significant achievement in the second quarter of 2002 was the
successful completion of a syndicated $475 million senior
secured credit facility, the proceeds of which were used to
prepay the Company's existing senior indebtedness and the
associated interest rate swap entered into as part of our
acquisition of RailTex in 2000," said Gary O. Marino, Chairman,
President and Chief Executive Officer of RailAmerica.  "The
financing allows us to increase our cash flow in a number of
ways.  First, by taking advantage of historically low interest
rates, we should reduce our interest expense by approximately $8
million over the next 12 months with the expectation of
substantial savings in future periods.  In fact, our interest
expense for the second quarter of 2cond quarter of 2002 was
$10.7 million, or $.33 per share, there were certain special
items totaling $18.3 million, or $.57 per share, which resulted
in adjusted net income of $7.6 million, or $.24 per share.  
These after-tax special items consisted of: a) financing-related
charges of $18.0 million ($.56 per share), primarily for the
extinguishment of the interest rate swap and the write-off of
deferred loan costs on the prior financing; and b) a
restructuring charge of $0.3 million ($.01 per share) relating
to the relocation to Florida of certain support functions
previously located at the former RailTex offices in Texas. The
Company also realized an after-tax gain on the sale of the Texas
New Mexico Railroad of $0.9 million ($.03 per share) in the
quarter, which is classified as discontinued operations."

Marino added, "RailAmerica's capital structure is stronger than
ever, with a current ratio of 1.3 to 1 and a net debt to equity
ratio of 1.7 to 1.  These and other balance sheet ratios are
exactly where we want them to be, and we intend to sustain these
levels as we pursue our growth strategy.  We have increased
liquidity, reduced interest expense, improved cash flow, and
enhanced operating efficiencies, all of which position us to
deliver superior service to our customers and value to our
shareholders.  In addition, we see numerous opportunities to
further expand the Company through continued strong organic
growth and selective accretive acquisitions, both here and
abroad."

RailAmerica, Inc. -- http://www.railamerica.com-- the world's  
largest short line and regional railroad operator, owns 49
railroads operating approximately 12,800 route miles in the
United States, Canada, Australia and Chile.  In North America,
the Company's railroads operate in 27 states and six Canadian
provinces.  Internationally, the Company operates an additional
4,300 route miles under track access arrangements in Australia
and Argentina.  RailAmerica is a member of the Russell 2000r
Index and in October 2001 was ranked 85th on Forbes magazine's
list of the 200 Best Small Companies in America.

                           *    *    *

As reported in Troubled Company Reporter's April 25, 2002
edition, Standard & Poor's raised its long-term corporate credit
rating on RailAmerica Inc., citing the rail operator's improved
financial flexibility. The senior secured debt rating was raised
to 'BB' from 'BB-', and the subordinated debt rating was raised
to 'B' from 'B-'. Standard & Poor's also assigned its 'BB'
rating to $475 million in senior secured credit facilities
issued by RailAmerica Transportation Corp. and guaranteed by
RailAmerica Inc. Local and Foreign Currency Ratings are assigned
at 'BB-' and 'BB+' respectively. Ratings outlook is stable.

The rating actions reflected the company's successful expansion
of operations and improved financial profile. Nevertheless, debt
leverage remains elevated, in the 70% debt to capital area, and
management's active acquisition strategy carries potential for
additional debt financing.


RANOR INC: Court Okays Continued Use of Lenders' Cash Collateral
----------------------------------------------------------------
After determining that the continued operation of the business
of Ranor, Inc., is dependent on its ability to use its Lenders'
Cash Collateral, the U.S. Bankruptcy Court for the Southern
District of New York approved Debtor's application for a final
order to use its Lenders' cash collateral pursuant to 11 U.S.C.
Sec. 363.

The Debtor is allowed to use Cash Collateral for ordinary and
necessary operating expenses in accordance with the operating
budget projecting $3,410,258 of expenses from June to September,
2002.

The Lenders are:

     (i) PNC Bank, National Association;
    (ii) ING Capital LLC, fka ING (U.S.) Capital LLC;
   (iii) Fleet Bank, as a lender,
    (iv) KeyBank National Association,
     (v) Sovereign Bank,
    (vi) OceanFirst Bank,
   (vii) the Bank of New York, and
  (viii) U.S. Bank, N.A. d/b/a FirstStar Bank, N.A.

The Debtor acknowledges that it is justly indebted to the
Lenders, without defense, counterclaim, or offset of any kind,
in the amount of $95,156,244 as of the Petition Date.

As a condition to the Debtor's use of Cash Collateral, and to
provide adequate protection to the Agent and the Lenders, the
Debtor agrees to:

      i) conduct a sale hearing of all its assets no later than
         August 1, 2002,

     ii) conduct a closing of the sale of the Debtor's assets no
         later than August 15, 2002; and

    iii) consent to a Monitor on-site to monitor the use of cash
         collateral and the sale of assets as set forth herein.

The Lenders retained Policano & Manzo as the fiscal monitor for
the Debtor and approved by the Court. The Monitor's role,
responsibilities, and powers are:

     a) To review and monitor all bank accounts of the Debtor
        including,  

         i) the review of check runs and

        ii) confirmation that total checks cut equal the total
            check run;

     b) To analyze all bank account transfers of the Debtor to
        confirm that only approved disbursements have taken
        place;

     c) To analyze each payroll run of the Debtor against recent
        actual for changes;

     d) To report actual disbursements made by the Debtor by
        category against the Budget;

     e) To have free and open access to review all bank accounts
        of the Debtor, its direct and indirect subsidiaries, and
        all related entities, wherever located, for purposes of
        monitoring the disbursements, withdrawals and deposits
        into such accounts;

     f) To review all books, records and bank accounts of the
        Debtor and to monitor its accounts.

     g) To approve, in advance

         i) payment or disbursements of the Debtor in excess of
            $5,000 to any individual officer, director or
            employee, and

        ii) any payment, disbursement or distribution to
            Standard.

Ranor Inc., specializes in the fabrication and precision
machining of large metal components that exceed one hundred tons
for the aerospace, nuclear, military, shipbuilding and power
generation markets as well as national laboratories.  The
Company filed for chapter 11 protection on June 25, 2002. J.
Andrew Rahl Jr., Esq., at Anderson Kill & Olick, P.C., represent
the Debtor in its restructuring efforts. When the Debtor filed
for protection from its creditors, it listed $18,211,284 in
assets and $7,655,775 in debts.


SAC PERU: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SAC Peru S.R.L.
        Avenida Camino Real #390 Torre Cent
        Oficina # 801Centro Camino Real, SA
        Lima, Peru

Bankruptcy Case No.: 02-13765

Type of Business: SAC Peru is an affiliate of Global Crossing
                  Ltd.

Chapter 11 Petition Date: August 4, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Paul M. Basta, Esq.
                  Harvey R. Miller, Esq.
                  Michael F. Walsh, Esq.  
                  Weil Gotshal & Manges
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8772
                  Fax : (212) 310-8000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Bank Boston N.A.           Bank Debt                $9,800,000
Avenida Las Begonias 441,
Eight Floor, San Isidro,
Lima

Fleet Bank (fka BankBoston)
100 Federal Street,
Boston, MA 02110
ATTN: Legal Department

Alcatel Trade              Debt                    $10,502,837
72 Avenue de La Libert,
Nanterre Cedex 92723

Lucent                     Trade Debt               $3,696,989
380 Avenue Canaval y
Moreyra LIMA 27

Anritsu                    Trade Debt                     --
490 Jarvis Drive
Morgan Hill, CA 95037

Nortel                     Trade Debt                 $235,374

Grana y Montero S.A.       Trade Debt                 $107,430

Avaya World Services       Trade Debt                  $69,792
International

Luz del Sur                Trade Debt                  $56,302

Berninzon, Loret de        Trade Debt                  $54,346
Mola & Benavide

ATT                        Trade Debt                  $50,202

Price Waterhouse Coopers   Trade Debt                  $42,763

BNP                        Bank Debt                   $28,746

Andersen Legal S.R.L.      Trade Debt                  $28,072

Telefonica del Peru        Trade Debt                  $15,826
S.A.A.

Wackenhut Peru S.A.        Trade Debt                  $13,774

Servicios de               Trade Debt                   $9,696
administracion y mante

Limatel S.A.               Trade Debt                   $7,127

JM Promotores y            Trade Debt                   $6,078
Negocios

Impsat Peru SA             Trade Debt                      --

Home Cleaners SA           Trade Debt                   $3,843


SLI INC: Falls Below NYSE Continued Listing Standards
-----------------------------------------------------
SLI, Inc. (NYSE: SLI), has been advised by the New York Stock
Exchange that the Company currently falls below the continued
listing standard requiring average market capitalization of not
less than $15 million over a thirty-day trading period and a
thirty-day average share price of not less than $1.00.

Standard NYSE procedure provides the Company 45 days to submit a
business plan, subject to NYSE review and acceptance, detailing
its strategy to return to compliance with the continued listing
standards.

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.


SALON MEDIA: Raises $714K from Convertible Note & Warrant Sale
--------------------------------------------------------------
On July 24, 2002, Salon Media Group, Inc., sold and issued
convertible promissory notes and warrants in a financing
transaction in which it raised gross proceeds of approximately
$714,000. The Notes may be convertible at a future date into
equity securities of the Company at a conversion price to be
determined. The Warrants grant the holders thereof the right to
purchase an aggregate of approximately 357,000 shares of the
Company's common stock at an exercise price of $0.21 per share.
The Company will use the capital raised for working capital and
other general corporate purposes.

The Notes automatically convert upon the closing of the
Company's first sale of its preferred or common stock with
aggregate gross proceeds to the Company of at least $2,000,000
(including the conversion of the outstanding principal of the
Notes and other converted indebtedness of the Company)(a
"Subsequent Financing"), and, if no Subsequent Financing shall
have occurred by the close of business on September 30, 2003,
then the Notes shall automatically convert into shares of the
Company's common stock. In the event of an automatic conversion
of the Notes upon a Subsequent Financing, the number of shares
of preferred or common stock to be issued upon conversion of the
Notes shall equal the aggregate amount of the Note obligations
divided by the price per share of the securities issued and sold
in the Subsequent Financing. In the event of an automatic Note
conversion into common stock absent a Subsequent Financing, the
number of shares of the Common Stock to be issued upon
conversion of Notes shall equal the aggregate amount of the Note
obligations divided by the average closing price of the
Company's common stock over the sixty trading days ending on
September 30, 2003, as reported on such market(s) and/or
exchange(s) where the common stock has traded during such sixty
trading days. Notwithstanding the foregoing, the Notes are not
convertible unless and until the earlier of (i) the sale of the
Notes and Warrants and the sale of shares of the Company's
Series B Preferred Stock have been duly approved by the
Company's stockholders in accordance with applicable NASDAQ
Marketplace Rules, or (ii) such time as the Company's equity
securities are no longer subject to NASDAQ Marketplace Rules. In
the event the Company has not received the stockholder approval
discussed above by September 30, 2003, the Company shall repay
any and all Senior Indebtedness then outstanding as well as all
amounts of principal and accrued interest owing under the Notes.

In connection with the Financing, the Company granted the
Investors a security interest in the Company's assets, subject
to the rights of any Senior Indebtedness (as such term is
defined in the Agreement).

The Investors included Company directors Dr. John Warnock, Rob
McKay and Brian Dougherty, who invested $198,690, $116,845, and
$50,000, respectively, and were issued warrants to purchase
99,345, 58,423, and 25,000 shares respectively. Each of the
directors has agreed that until such time as the Company has
received the stockholder approval required under Rule 4350(i) of
the Nasdaq Marketplace Rules for the transactions contemplated
by the agreement, including the issuance of the Warrants, they
will not exercise any Warrant. The Financing was approved by a
special committee comprised of disinterested directors of the
Company's Board of Directors.

Neither the Notes, Warrants, nor the shares of common stock
underlying the Warrants have been registered for sale under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration under such act or
an applicable exemption from registration requirements. Pursuant
to its obligations under the Agreement, the Company will solicit
the approval of its stockholders regarding the conversion of the
Notes and the issuance and sale of the Warrants as required
under Rule 4350(i)(1)(D)(ii) of the Marketplace Rules of the
NASDAQ National Market.

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

As reported in Troubled Company Reporter's July 26, 2002,
edition, Salon has incurred significant net losses and negative
cash flows from operations since its inception. As of March 31,
2002, Salon had an accumulated deficit of $76.6 million. These
losses have been funded primarily through the issuance of
preferred stock and Salon's initial public offering of common
stock in June 1999.

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

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


SUNBLUSH TECHNOLOGIES: Initiates Review of Restructuring Options
----------------------------------------------------------------
The Board of Directors of the SunBlush Technologies Corporation
(TSX VENTURE:SBT) wishes to announce that SunBlush is currently
examining a number of restructuring options to maximize
shareholder value and to that end has obtained a secured credit
facility from Solphen Group Plc, a UK registered company. The
maximum amount available to SunBlush under the facility is
400,000 Pounds Sterling (approximately C$992,000), with an
interest rate of 10% per annum. Drawings under the facility are
repayable no later than July 31, 2003.

In addition, subject to regulatory approval, the Company has
closed two convertible debenture financings:

     -- The Company raised 548,000 Pounds Sterling through the
issuance of 548 redeemable convertible debentures at an issue
price of GBP 1,000 Pounds Sterling (C$2,270) per debenture with
a term of 2 years and an interest rate of 6% per annum paid in
cash or shares at the option of the holder. The principal amount
of the debenture is convertible by the holder at any time during
the two-year term into common shares of the Company at C36.32c
per common share on the basis of one common share for each
C36.32c of the principal amount of the debenture.

     -- In addition the Company raised 200,000 Pounds Sterling
through the issuance of 200 redeemable, convertible debentures,
at an issue price of 1,000 Pounds Sterling (C$2,300) per
debenture with a term of two years and an interest rate of 6%
per annum. For each 1,000 Pounds Sterling principal amount of
debentures the subscribers will receive 5,000 warrants to
purchase common shares at an exercise price of C$0.41 per
common share during the first twelve months and C$0.48 during
the second twelve months.

The SunBlush Technologies Corporation is the leading provider of
life extension technology to the high growth Fresh Produce and
Flower Industry and uses its technological leadership to pursue
licensing opportunities. The Company's patented technologies
naturally place produce in a state of hibernation while it is
being shipped, extends the shelf life of fresh produce, flowers,
and juices, thereby enabling economic distribution of premium
quality vine-ripened fruit and vegetables. The Company's network
of R&D relationships, which include the University of British
Columbia, French National Agronomic Research Institute (INRA),
Alimentec, CIRAD, Bar Ilan University, and the University of
Newcastle New South Wales, focuses on building features that
will appeal to SunBlush's customers in order to gain a
competitive edge in the marketplace. The Company owns 50% of
Access Flower Trading Inc, a leading e-commerce provider of
North American floral product auctions and purchasing services.
The Company continues to pursue licensing opportunities through
the traditional grower/processor channels, and has also
identified the rapidly growing, emerging e-commerce marketplace
- for flowers, in particular - as a way of maximizing the
distribution for its technologies.


TECH LABORATORIES: Defaults on Outstanding 6.5% Promissory Notes
----------------------------------------------------------------
Tech Laboratories, Inc. (OTC Bulletin Board:  TCHL), announced
that an Event of Default occurred today under its outstanding
6.5% promissory notes.  As of July 31, 2002, the outstanding
principal and interest under the notes is $1,221,611.  The Event
of Default occurred due to the fact that the waiver the company
had been granted by the noteholders waiving any event of default
under the notes, including the requirement to have declared
effective on or before June 29, 2002, the registration statement
covering the shares underlying the notes had expired without the
company and the noteholders having reached a new agreement.

The company's president, Bernard M. Ciongoli, stated, "We were
unable to reach an agreement with the noteholders, but we intend
to continue to seek a resolution of this matter, which we
believe would be in everyone's best interests."

Tech Laboratories, Inc. is the owner of the DynaTraX(TM) Digital
Matrix Switch Technology, which is a protocol independent
digital network management tool.  It resides between the
equipment side and distribution side of a network and allows for
the simple management of entire network structures and multiple
remote networks, all from a single desktop workstation.

Tech Laboratories, Inc., through its subsidiary, Tech Logistics,
Inc., also manufactures and sells an infrared perimeter
intrusion detection system for security and anti-terrorist
activities.


TECSTAR: UST Gripes about Calif. Real Property Bidding Protocol
---------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region
III, objects to Tecstar, Inc.'s proposed sale of the real
property located in Industry City, California.

The U.S. Trustee states that "the proposed bidding procedures
are overreaching and appear to be designed to chill rather than
encourage bidding."  The United States Trustee objects on three
bases:

   a) The Motion states that the proposed break-up fee shall be
      entitled to a superpriority administrative expense claim
      status pursuant to 11 U.S.C. Sec. 105, 503 and 507(b) of
      the Bankruptcy Code, senior to all other superpriority
      administrative expense claims.

      - The Trustee contends that the Code's sole provision for
        granting superpriority administrative claims set forth
        in 11 U.S.C. Sec. 507 addressed exclusively to claims
        of creditors who have received insufficient "adequate
        protection" of interest secured by liens on property of
        the Debtor. The Trustee believes that the purchaser is
        merely attempting to protect itself in case of an
        overbid.

   b) The Motion requests an initial overbid of $315,000 and
      subsequent bids in increments of $50,000. The purchaser is  
      requesting a breakup fee of $100,000 equal to 1.6% of the
      purchase price.

      - The United States Trustee questions the appropriateness
        of an initial overbid that is significantly higher than
        the requested breakup fee and suggests a $150,000
        initial overbid, which he believes is more appropriate.

  c) The Bid Procedures states that for a party to be considered
     a "Qualified Overbidder", it must submit the most current
     "audited" financial statements.

     - The United States Trustee contends that a candidate may
       qualify without submitting "audited" financial statements
       and the determination whether a party has the financial
       ability to participate in the auction process should not
       be limited to "audited" financial information.

Tecstar, Inc., manufactures high-efficiency solar cells that are
primarily used in the construction of spacecraft and satellite.
The Company filed for chapter 11 protection on February 07,
2002. Tobey M. Daluz, Esq., at Reed Smith LLP and Jeffrey M.
Reisner at Irell & Manella LLP represent the Debtors in their
restructuring efforts. When the company filed for protection
from its creditors, it listed assets of over $10 million and
debts of over $50 million.


TERAFORCE: Bank Lenders Extend Credit Facility Until August 27
--------------------------------------------------------------
TeraForce Technology Corporation (OTCBB:TERA) announced
financial results for the second quarter ended June 30, 2002.

                      Financial Results

Second quarter 2002 net revenue, which relates entirely to the
Company's defense electronics business, amounted to $1,659,000.
The comparable net revenue amount for the second quarter of 2001
was $1,111,000. Net revenue from these operations amounted to
$1,630,000 in the first quarter of 2002 and $951,000 in the
fourth quarter of 2001.

For the second quarter of 2002 the Company reported a net loss
from continuing operations of $2,067,000. In the second quarter
of 2001 the Company had a loss from continuing operations of
$3,716,000. For the first six months of 2002 the Company had
income from continuing operations of $2,717,000 as compared to a
loss from continuing operations of $8,206,000 in the first six
months of 2001. The first six months 2002 results include a gain
of $6,300,000 from the settlement of litigation.

Engineering and development costs in the second quarter and
first six months of 2002 include $107,000 and $370,000,
respectively, related to the Centauri and Aegean projects. As
the Company has previously disclosed, all activity related to
the Centauri project was suspended in March of 2002 and activity
related to the Aegean project has been significantly curtailed
and essentially suspended in July, 2002. Engineering and
development expenses for the second quarter and first six months
of 2002 also include approximately $260,000 and $560,000,
respectively, related to services provided by Flextronics
International, Ltd. These services arise from the
engineering/design services agreement entered into in connection
with the sale of the Company's engineering design services
business in January of 2002 and have been prepaid with a
holdback of a portion of the purchase price for that business.

                       Management Commentary

TeraForce chairman and chief executive officer Herman Frietsch
stated, "Net revenues during the second quarter exceeded our
expectations as we focus on positioning the Company for growth
in defense electronics markets. Such positioning is highlighted
by several developments during the quarter. First, we launched a
new, higher-speed version of our VQG4 product and commenced
shipments of it on schedule in June. Second, we announced a
"ruggedized" version of the VQG4 that is scheduled for release
in the fourth quarter. We expect this product will be deployed
in a broad range of new applications in ground, airborne and
shipboard systems, operating in harsh shock, vibration and
thermal stress conditions. Third, we introduced our
revolutionary WingSpan(TM) software environment. We believe
WingSpan will make it much simpler for systems developers to use
our products in new applications and to migrate their current
applications to new generations of our products.

"As we continue to broaden our marketing effort, we are very
encouraged by both the opportunities we see for our products and
the favorable responses we are receiving in the industry. Our
products are being utilized in an increasing number of
applications in both new systems and technology upgrade
programs. In this regard, a substantial portion of our
engineering and development costs have been associated with
demonstrating, testing and tailoring our products to specific
program opportunities. Because we are working to establish our
technology and products in the early stages of programs that are
expected to result in multi-year revenue streams, it remains
often difficult to predict the timing of orders and shipments.

"The restructuring of our credit facilities and balance sheet
remains a very high priority for us. The parties involved,
including our bank lenders and credit support providers, have
extended the maturity of our bank credit facilities through
August 27, 2002. We are continuing to work with these parties,
as well as other potential investors, to conclude an arrangement
that will provide TeraForce with a strong balance sheet and the
working capital to exploit the opportunities in our defense
electronics business."

                    Conference Call Scheduled

The Company will host a management conference call Monday,
August 12 at 1:00 p.m. Central Daylight Time, to review the
Company's quarterly results and the status of its refinancing
activities. Shareholders and investors interested in attending
the conference call should dial 904/779-4709 ten minutes prior
to the call, reservation code 13222819. A live webcast of the
conference call will also be available on the TeraForce Web site
http://www.teraforcetechnology.com  

A replay of the conference call will be available later that day
from 4:00 p.m. Eastern Daylight Time on August 12 through 11:59
p.m. Eastern Daylight Time on August 19. To access the playback,
please call 402/220-2491. The reservation code for the replay is
13222819. A replay will also be available online through the
TeraForce Web site http://www.teraforcetechnology.com  

Based in Richardson, Texas, TeraForce Technology Corporation
(OTCBB:TERA), through its wholly-owned subsidiary DNA Computing
Solutions, Inc. -- http://www.dnacomputingsolutions.com--  
designs, develops, produces and sells high-density embedded
computing platforms and digital signal processing products,
primarily for applications in the defense electronics industry.
The Company is also involved, through its subsidiaries or joint
venture arrangements, in the design and sale of optical
networking equipment.


TRENWICK GROUP: S&P Hatchets Counterparty Credit Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit ratings on Trenwick Group Ltd., and related holding
companies to double-'B' from triple-'B'-minus to reflect their
reduced business position following declines in the operating
companies' performance and the opinion that in the event of
constraints in available capital, management will prioritize the
distribution of resources among its various operations.

Standard & Poor's also said that it lowered the ratings on
Insurance Corp. of NY; Dakota Specialty Insurance Co., its
wholly owned subsidiary; Trenwick International Ltd.; and
Chartwell Insurance Co. because it is no longer giving ratings
credit for support from other group members.

In addition, Standard & Poor's affirmed its ratings on Trenwick
America Reinsurance Corp. and LaSalle Re Ltd. Standard & Poor's
also withdrew its ratings on Chartwell Re Corp. at management's
request.

The outlook on all these companies is negative.

"This rating review was prompted by the deterioration in
Trenwick's financial flexibility, as demonstrated by the lower
trading value of its common and preferred shares and the delays
in raising additional capital," explained Standard & Poor's
credit analyst Karole Dill Barkley. Trenwick's common stock is
trading at a deep discount to its book value, which has hampered
its ability to raise new funds on competitive terms. As a result
of recent developments, Standard & Poor's has de-linked the
ratings of operating members of Trenwick Group to better reflect
their stand-alone financial strength.

The negative outlook reflects reduced financial flexibility, a
view that business position has declined, and uncertainty around
the timing of a demonstrated return to strong and consistent
operating profitability. Trenwick will continue to try to raise
capital to support growth, and expects to improve earnings
significantly in 2002. If capital is not raised, Trenwick will
continue to focus on its core operations. If Trenwick is
successful in rebuilding its businesses, improving earnings, and
maintaining capital adequacy, Standard & Poor's could revise its
outlook on these companies to stable.


TRICORD SYSTEMS: Files for Chapter 11 Reorganization in Minn.
-------------------------------------------------------------
Tricord Systems, Inc. (Nasdaq:TRCD), developer of the
revolutionary Illumina(TM) clustering software and Lunar
Flare(TM) clustered server appliances, has filed a voluntary
petition for reorganization under Chapter 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court for the
District of Minnesota.

Under Chapter 11, Tricord will continue to operate under court
protection while it seeks new investors or a buyer for the
Company. The Company believes that it has sufficient working
capital to sustain operations pending such investment or sale.

"We regret that it became necessary to take this step," said CEO
Keith Thorndyke. "The Company's financial situation and
potential Nasdaq delisting created a difficult marketing
environment for the Company and its products. Nevertheless, we
believed that we were making progress in overcoming these
obstacles and generating interest from resellers, OEMs and other
potential customers. The lawsuit brought by RGC International
Investors and the tactics employed by them, however, severely
damaged these efforts, and, ultimately, we were left with little
choice but to seek bankruptcy protection while we seek new
investors or a buyer for the Company."

Mr. Thorndyke continued "Our board analyzed and pursued
available alternatives, including acquisitions, OEM and other
strategic relationships and capital raising transactions.
Ultimately, however, the board determined, given the
circumstances, that filing a petition for reorganization was in
the best interests of the Company and its creditors,
stockholders and other parties in interest and was the best
course of action available to the Company."

The Company will not appeal its delisting from The Nasdaq
SmallCap Market. Accordingly, the Company's securities will be
delisted from The Nasdaq SmallCap Market at the opening of
business on Monday August 5, 2002.

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


TRICORD SYSTEMS: Second Quarter Net Loss Slides-Up to $7 Million
----------------------------------------------------------------
Tricord Systems, Inc., (Nasdaq:TRCD) announced financial results
for the second quarter ended June 30, 2002. Revenues for the
second quarter of 2002 totaled $67,000 compared to revenues of
$94,000 for the second quarter of 2001. Net loss applicable to
common shares for the second quarter, which includes non-cash
charges related to the accounting for Series E Convertible
Preferred Stock, was $7.0 million compared to a net loss of $6.8
million for the second quarter of 2001. Net loss, which excludes
the non-cash charge related to the accounting for Series E
Preferred Stock, for the second quarter 2002 was $6.1 million
compared to a net loss of $6.0 million for the second quarter of
2001. The non-cash charges related to the Series E Preferred
Stock for the quarter ended June 30, 2002 include a beneficial
conversion charge of $607,000 and $297,000 representing the
accrual of the 4.75% annual premium on the Series E Preferred
Stock. Charges for both of these items will continue to be
incurred while the Series E Preferred stock is outstanding.

Restructuring charges for the second quarter 2002 were $1.1
million, including $500,000 related to a workforce reduction of
21 employees and $600,000 related to exit costs associated with
the Company's leased facility in Colorado. The Company
implemented an additional workforce reduction on August 1, 2002,
which is not included in the restructuring charges for the
second quarter.

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

As of June 30, 2002, Tricord Systems' balance sheet shows a
total shareholders' equity deficit of about $5.6 million.


TYCO INT'L: New CEO Edward D. Breen Releases Letter to Employees
----------------------------------------------------------------
Tyco International Ltd.'s (NYSE: TYC; BSX: TYC; LSE: TYI) newly
appointed Chairman and CEO, Edward D. Breen, circulated a letter
to the Company's employees last week, saying:

    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, Tyco's June 30, 2002 balance sheet shows
a working capital deficit of about $2 billion.

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

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

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


URS CORP: S&P Rates $650 Million Senior Secured Bank Loan at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-minus
rating to URS Corp.'s proposed $650 million secured bank credit
facility, and its single-'B' rating to the company's proposed
$250 million senior unsecured notes due 2012.

At the same time, Standard & Poor's affirmed its double-'B'-
minus corporate credit rating on URS. The outlook is stable. The
San Francisco, California-based company, a specialized
engineering services provider, had about $621 million in debt
outstanding on the balance sheet.

"The ratings on URS reflect its solid position in the highly
competitive and fragmented engineering services markets and its
aggressive financial profile," said Standard & Poor's credit
analyst Joel Levington.

The bank loan is rated the same as the corporate credit rating.
The proposed loan is expected to be comprised of a $200 million
revolving credit facility due 2007, a $100 million term loan
(term loan A) due 2007, and a $350 million term loan (term loan
B) due 2008. The facility is secured by a lien on all material
tangible and intangible assets of URS Corp. and its
subsidiaries. Financial covenants include minimum fixed charge
coverage, maximum debt leverage, and minimum current ratio.
Leading market positions, a highly variable cost structure, and
modest growth opportunities over the next couple of years limit
downside ratings potential. A very aggressive financial policy
and profile, the potential for additional debt-financed
acquisitions to fund management's growth initiatives, and
meaningful debt maturities restrains ratings upside potential.


VERSATEL TELECOM: Court Okays Stibbe as Special Dutch Counsel
-------------------------------------------------------------
Versatel Telecom International N.V., sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Stibbe as Special Dutch Counsel.

Stibbe has been the Debtor's Dutch counsel since 1997 and has
also been closely involved with the Debtor in preparing for this
case. On the Petition Date, the Debtor has also commenced a
proceeding in the District Court of Amsterdam under the
Netherlands Bankruptcy Act relating to a suspension of payments
to creditors and a binding composition.

Versatel's reorganization will involve the filing of a
composition plan in The Netherlands and the coordination of the
Dutch reorganization proceeding with this chapter 11 case.
Although the Debtor presently does not foresee a need for a high
degree of involvement of Stibbe in the U.S. chapter 11 case, it
is required by U.S. law to submit this Application.

The hourly rates charged by Stibbe to the Debtors -- with a 25%
discount are:

          partners                    EUR400 - EUR500
          associates and counsel      EUR175 - EUR350
          paralegals and clerks       EUR100 - EUR175

In the event the Debtor's Dutch Plan is ratified by the Dutch
Court, Stibbe will receive a success fee of EUR250,000 in
addition to the hourly rates.

Versatel Telecom International, N.V. provides broadband Internet
and telecommunications services including voice and data
services, dedicated Internet access services, customized
telecommunication solutions and Internet-enabled applications in
The Netherlands, Belgium and northwest Germany. The Debtor filed
for chapter 11 protection on June 19, 2002. Douglas P. Bartner,
Esq. at Shearman & Sterling represents the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $2,017,758,399 in total assets and
$1,605,897,821 in total debts.

Versatel Telecom BV's 13.25% bonds due 2008 (VERT08NLR1) are
trading at 24.5 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=VERT08NLR1
for real-time bond pricing.


WARNACO GROUP: Has Until Year-End to Decide on Macerich Leases
--------------------------------------------------------------
In a Court-approved Stipulation, The Warnaco Group, Inc., its
debtor-affiliates, The Macerich Company, The Forbes Company and
Donahue Schriber agree that:

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

  (b) The deadline to assume or reject the Leases is extended
      through and including December 31, 2002.  The extension
      is without prejudice to the rights of the Debtors to seek
      further extensions or the Lessor to object to any further
      extensions;

  (c) In the event any Lease is not deemed rejected on or
      before September 15, 2002, the Debtors will continue to
      operate the retail store through and including December
      31, 2002 and shall timely pay the Lessor rent for the
      Lease until the Lease is deemed rejected after the
      Holiday Period;

  (c) If any of the Leases is rejected prior to the
      confirmation of a reorganization plan, the Debtors
      will -- within five business days after the lease
      rejection effective date -- turn over possession of the
      premises to the Lessor; and

  (d) The Debtors will leave any closed store in "broom clean"
      condition with all goods, merchandise, trade fixtures and
      signs removed, and if in default of the removal within 15
      days after the lease rejection effective date, any
      remaining property will be deemed abandoned to Lessor,
      with Lessor having the right to dispose of the personal
      property without any liability with regard to disposal.

The Leases under this Stipulation are:

    (1) Store No. 4012
        Arden Fair Mall
        Sacramento, California 95815

    (2) Store No. 4079
        1235 Broadway Plaza
        Walnut Creek, California 94596

    (3) Store No. 4070
        Santa Monica Place Reg. Selling
        Santa Monica, California

    (4) Store No. 4080
        Village at Corte Madera
        Corte Madera, California

    (5) Store No. 4065
        Glendale Galleria Reg. Selling
        Glendale, California 91210

    (6) Store No. 4102
        Somerset Collection North
        Troy, Michigan 48084

    (7) Store No. 4067
        the Oaks Reg. Selling
        Thousand Oaks, California 91360
(Warnaco Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WHITE ROSE: White Rose Home & Garden to Acquire 24 Locations
------------------------------------------------------------
White Rose Home & Garden Centres Limited, a newly incorporated
company, has entered into an agreement to purchase 24 White Rose
retail locations from PricewaterhouseCoopers Inc., receiver and
manager of White Rose Crafts and Nursery Sales Limited. The
receiver will close the remaining 7 stores. Friday's agreement
marks the beginning of significant strategic changes at White
Rose, Ontario's leading home and garden retailer.

Fern Reeves, the owner's representative, has joined White Rose
to help turnaround and re-position the Company. Reeves, a 30-
year veteran of the garden center industry, calls herself a
"garden center junkie" and over the years has travelled the
world in search of exceptional garden center concepts. Reeves
says "we have assembled a group of turnaround experts and like-
minded home and garden innovators who have a deep passion for
this business. Our team intends to break new ground by tearing
down the old business model and creating an entirely new home
and garden center concept that has never been done before."
Reeves continues to say that "although the rest of the world
might think this is improbable, we plan to re-create the
business by thinking like entrepreneurs or independent owners
and discarding traditional thinking."

Reeves states "Our goal is to exceed the customer's expectations
every day and we will achieve this by working together, because
it is really the team that will make things happen. The focus of
the new strategy will be to deliver exactly what the customer
wants in each individual community. We will be talking to the
community more than ever and creating a shopping experience
that will be both fun and exciting. The White Rose store
employees will be key to the Company's success because they are
closest to the customer and must be in tune with the customer's
needs."

White Rose plans to enhance and expand on the successful store
prototypes launched in May 2001 at the Erin Mills and London
West locations. Reeves explained that White Rose will not be
positioned to compete directly against the Big Box retailers but
will instead offer a unique, ever-changing assortment.
"Customers will see something new every time they come into a
White Rose store. We are going to be the location of choice for
the latest in gardening and decorating ideas and high quality
products." Plans include dramatic improvements in product
selection and quality, changes in store layout and merchandise
displays, and a renewed focus on providing customers with
knowledgeable and helpful service. Reeves went on to say "we
really want customers to think of White Rose as the best
possible place to buy their plants and decorating accessories
and we plan to give customers many good reasons to shop at White
Rose."

White Rose Home & Garden Centers was established in 1957 and has
retail stores located throughout Ontario. The Company
specializes in nursery plants as well as gardening and home
decorating accessories.


WORLD HEART: Fails to Meet Nasdaq Continued Listing Requirements
----------------------------------------------------------------
On July 30, 2002 World Heart Corporation (NASDAQ: WHRT, TSE:WHT)
received a Nasdaq Staff Determination indicating that the
company fails to meet the required minimum market value of
publicly held securities for continued listing, and that the
common stock is subject to delisting from the Nasdaq National
Market. The company has requested a hearing before a Nasdaq
Listings Qualifications Panel but cannot provide assurance that
the Panel will grant the company's request for continued
listing. During the review process by the Panel, trading of
WorldHeart's common stock will continue on Nasdaq.

The company's shares also trade on the Toronto Stock Exchange
and requirements for listing on that exchange continue to be
met. Since the first of this year until close of trading on
Wednesday July 31st, trading volume of WorldHeart common shares
on the TSX totaled 1,841,073 shares, while trading volume on
Nasdaq in that period totaled 491,620 shares.

"We are very interested in maintaining our Nasdaq listing and
are taking appropriate actions to attempt to ensure that listing
is continued," Roderick M. Bryden, President of WorldHeart said.
"We expect to complete arrangements that will ensure our ability
to fund the continuing growth of Novacor(R) LVAS sales and the
introduction of HeartSaverVAD(TM) and support a favorable
decision by the Nasdaq Panel. However, trading of our shares
will continue to be convenient and accessible to all
shareholders through the TSX in the event that we do not receive
a favorable response from the Panel," he said.

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist devices. Its Novacor(R) LVAS (Left
Ventricular Assist System) is well established in the
marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end stage heart failure.


WORLDCOM INC: U.S. Trustee Wins Court Nod to Appoint Examiner
-------------------------------------------------------------
The U.S. Trustee asks the Court for an order directing the
appointment of one examiner to conduct an appropriate
investigation into the affairs of all Worldcom Inc. Debtors.

Section 1104(c) of the Bankruptcy Code provides:

  "If the court does not order the appointment of a trustee
  under this section, then at any time before the confirmation
  of a plan, on request of a party in interest or the United
  States trustee, and after notice and a hearing, the court
  shall order the appointment of an Examiner to conduct such an
  investigation of the debtor as is appropriate, including an
  investigation of any allegations of fraud, dishonesty,
  incompetence, misconduct, mismanagement or irregularity in the
  management of the affair of the debtor of or by current or
  former management of the debtor, if:

    (1) such appointment is in the interests of creditors, any
        equity security holders, and other interests of the
        estate; or

    (2) the debtor's fixed, liquidated, unsecured debts, other
        than debts for goods, services or taxes, or owing to an
        insider, exceeds $5,000,000."

John Robert Byrnes, trial attorney for the U.S. Trustee, tells
the Court that the combined Debtors' fixed, liquidated,
unsecured debts, other than debts for goods, services or taxes,
or owing to an insider, far exceed $5,000,000.  As of the
Petition Date, Mr. Byrnes notes, the Debtors and its
subsidiaries had unsecured bank debt over $2,000,000,000.  In
addition, Mr. Byrnes continues, bondholders hold $26,000,000,000
in additional unsecured debt.

"These uncontroverted facts mandate the appointment of an
Examiner under Section 1104(c)(2) of the Bankruptcy Code," Mr.
Byrnes asserts.

                         *     *     *

With the Debtors agreeing not to object, Judge Gonzalez grants
the U.S. Trustee's motion and directs the U.S. Trustee to
appoint an Examiner pursuant to Section 1104(c)(2) of the
Bankruptcy Code.

The Court further rules that:

  -- the Examiner will investigate any allegations of fraud,
     dishonesty, incompetence, misconduct, mismanagement or
     irregularity in the arrangement of the affairs of any of
     the Debtors by current or former management, including but
     not limited to issues of accounting irregularities.  In
     conducting the investigation, the Examiner will use best
     efforts to coordinate with, and avoid any unnecessary
     duplication of, any investigations conducted by the U.S.
     Department of Justice, the Securities and Exchange
     Commission, other governmental agencies, or the corporate
     monitor appointed by order of the United States District
     Court for the Southern District of New York;

  -- the Examiner will oversee the Debtors' affairs to the
     extent necessary to preserve all records of the Debtors,
     regardless of their format, that may be necessary to assist
     the Examiner in the performance of his or her duties or for
     any lawful investigation by any agency of state or federal
     government;

  -- the Debtors and all of the Debtors' affiliates,
     subsidiaries and other companies under their control are
     directed to fully cooperate with the Examiner in
     conjunction with the performance of any of the Examiner's
     duties;

  -- neither the Examiner nor the Examiner's representatives or
     agents shall make any public disclosures concerning the
     performance of the Examiner's duties until the Examiner's
     report is filed with the court, except that the Examiner
     shall convey to the SEC, Corporate Monitor, and the U.S.
     Department of Justice any information requested by them;

  -- the Examiner shall prepare and file the report required by
     Section 1106(a)(4) of the Bankruptcy Code within 90 days of
     the date of appointment unless such time shall be extended
     by order of the Court; and

  -- nothing in this Order shall impede the right of the United
     States Trustee or any other party to request any other
     relief, including but not limited to the expansion of the
     Examiner's powers or appointment of a trustee. (Worldcom
     Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)  


XO COMMS: Committee Balks At Houlihan Lokey's Transaction Fees
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
case involving XO Communications, Inc., believes that the
Transaction Fee is an "unusually large success fee".  This fee
is in no way dependant on a successful outcome for unsecured
creditors in this case.  If this fee is approved, Houlihan may
receive more in fees than the Debtor's unsecured creditors, who
stand to lose billions of dollars previously invested in the
Debtor.

The Committee tells Judge Gonzalez that the facts and
circumstances of this case, and the efforts of Houlihan, do not
support the payment of a $20,000,000 success fee.  The Debtor's
Plan of Reorganization contemplates the consummation of the
FL/Telmex Plan, or a conversion to a stand-alone restructuring
plan if the transactions contemplated by the Investment
Agreement cannot be completed.  It is a distinct possibility,
the Committee points out, that the reorganization will proceed
under the Stand-Alone Plan because the Investors have already
indicated that they believe the conditions to their obligations
under the Investment Agreement cannot be satisfied.  Under the
Stand-Alone Plan, only secured creditors will enjoy a meaningful
recovery.  Even if the FL/Telmex Plan was consummated, the
Committee reminds the Court, most unsecured creditors would be
completely wiped out or would receive recoveries less than 1% of
their original claim.  Senior Noteholders would receive only 9.8
% of their original claim.  So regardless of how much value
does, or does not, lie in the estate, it cannot be considered a
"success" worthy of a bonus, the Committee tells the Court.

In addition, the Committee contends that Houlihan's proposed fee
structure requires close review to ensure that its terms are
reasonable in light of all foreseeable events in the Debtor's
case. "It is already apparent that Houlihan's proposed fees are
unreasonable because they are inconsistent with the benefit
Houlihan has or will provide to the Debtor's estate and
unsecured creditors," the Committee observes.

Moreover, the Committee says, Houlihan's success fee
substantially exceeds success fees that have been approved in
other telecommunications cases.  "Financial advisors were
entitled to success fees only in connection with the creation of
new value for the debtor and its estate," the Committee notes.  
In this case, however, there is no requirement that Houlihan
create any new value for the Debtor or its creditors as a
condition to payment of its success fee.  Out of 22 cases
surveyed, only six involve fees higher than the 4% fee proposed
by the Houlihan Application when measured as a percentage of
outstanding debt.  In those six cases, a larger fee may have
been an appropriate incentive for the financial advisors because
the amount of debt at issue in those cases was much smaller than
that at issue in this case.

The Committee asserts that Houlihan's fees should be determined
at the conclusion of this case rather than approved under
Section 328 of the Bankruptcy Code.  At this case's conclusion,
the Committee suggests that Houlihan should be required not only
to demonstrate that its fees are consistent with industry
custom, but also that:

    -- the result achieved is favorable to all creditors of this
       estate, and

    -- Houlihan contributed significantly to achieving that
       favorable result.

High River Limited Partnership echoes the Committee's views. (XO
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ZOND MINNESOTA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Zond Minnesota Construction Company LLC
        1300 Jameson Road
        Tehachapi, California 93561

Bankruptcy Case No.: 02-13723

Type of Business: Zond Minnesota, an affiliate of Enron
                  Corporation, is into the construction of the
                  Lake Benton I wind power project in
                  Minnesota.  Construction in this project has
                  been completed.

Chapter 11 Petition Date: August 1, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                       and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $2,579,797

Total Debts: $2,028,438


* Trumbull Sells Bankruptcy Claim Management Services to EPIQ
-------------------------------------------------------------
Trumbull Services, L.L.C., has entered into an agreement to sell
its Trumbull Bankruptcy Services business unit to EPIQ Systems,
Inc., (Nasdaq: EPIQ), for $31 million in cash.  The transaction
is expected to close in the next several weeks.  Trumbull
Bankruptcy Services is a national leader in providing
technology-based case management and administrative services for
large Chapter 11 bankruptcy filings.

"In just a few years, our bankruptcy services unit has attained
a national leadership position in the large Chapter 11 market,
generating strong growth and profitability," said Stephen
Holcomb, president of Trumbull Services, L.L.C.  "However, the
unit represents a relatively small share of our overall business
and serves markets and distribution channels that are different
from our core businesses of business process outsourcing
services and technology solutions for the insurance industry.

"This divestiture enables Trumbull Services to dedicate our
capital and resources solely to serving the fast-growing
insurance services market," Holcomb added.  "It also places our
bankruptcy unit in an environment to continue its success and
growth.  We are pleased that EPIQ Systems will retain the
management team and employees.  We wish our former colleagues
continued success and thank them for their contributions to
Trumbull Services."

Trumbull Services is a Windsor, Conn.-based company providing
business process outsourcing (BPO) and application service
provider (ASP) solutions to the insurance industry, including
insurers, MGAs, and captives.  Insurance services and technology
solutions include policy administration, customer service,
subrogation, billing and collections, loss control, premium
audit, data management and reporting, and second injury fund
recoveries.  For more information about Trumbull Services,
contact Beth Bartlick at 888-410-2963 x 73824, or visit its Web
site at http://www.trumbull-services.com  

Trumbull Services, L.L.C. is a wholly-owned subsidiary of The
Hartford Financial Services Group, Inc.

                          *********

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
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re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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                *** End of Transmission ***