TCR_Public/020809.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 9, 2002, Vol. 6, No. 157     

                          Headlines

3TEC ENERGY: Working Capital Deficit Narrows to $4 Million
ANC RENTAL: Signing up Brusniak Harrison as Special Tax Counsel
ACCRUE SOFTWARE: Explores Strategic Options to Raise New Capital
ADELPHIA BUSINESS: BellSouth & Sprint Want Adequate Assurance
ADELPHIA COMMS: Look for Century's Schedules on Sept. 23, 2002

AGRIFOS FERTILIZER: Wants to Reimburse Pegasus' $250K Expenses
AMCAST INDUSTRIAL: Posts Improved Results for Fiscal 2002 Q3
AMRESCO INC: Plan of Liquidation Declared Effective Aug. 6, 2002
AQUILA INC: Will Seek Buyer for Midlands Electricity in UK
BCE INC: Expects to Sell $2BB of Equity to Finance Bell Buyback

BUDGET GROUP: Wants to Honor & Pay Prepetition Tax Obligations
CMS ENERGY: 2nd Quarter Results Swing-Down to Net Loss of $75MM
CANFIBRE: Raises US$250,000 via Non-Brokered Private Placement
CAPITAL LEASE: Fitch Affirms Low Ratings on Classes E, F & G  
CAROLINA RE: Court Says Deloitte Must Comply with Subpoenas

CHESAPEAKE ENERGY: Moody's Assigns B1 Rating to $250MM Sr. Notes
CHESAPEAKE ENERGY: Fitch Rates $250M Senior Note Offering at BB-
CHESAPEAKE ENERGY: Commences Private Offering of $250MM 9% Notes
COEUR D'ALENE: Posts $11 Million Net Loss for Second Quarter
CONSECO INC: Fitch Downgrades All Related Corporate Ratings

CORRECTIONS CORP: Second Quarter Net Loss Widens to $31 Million
DADE BEHRING: Seeks Okay to Hire Kirkland & Ellis as Attorneys
ENRON: Court Okays Protocol for Sharing Examiner's Documents
FAIRPOINT COMMS: June 30 Balance Sheet Upside-Down by $135 Mill.
FLEMING COS.: Declares Quarterly Dividend Payable on December 10

FOAMEX INT'L: Will Host Investor Conference Call on Tuesday
FRUIT OF THE LOOM: Trust Wants to Auction 6 Non-Operating Assets
GENSYM CORP: Laurence Lytton Discloses 6.8% Equity Stake
GLENOIT CORP: Court Sets Disclosure Statement Hearing for Aug 27
HAYES LEMMERZ: Wants to Bring-In Deloitte & Touche as Consultant

HOLLYWOOD CASINO: Penn National to Acquire Assets for $780 Mill.
ICG COMMS: Supplemental Disclosure Statement to 2nd Amended Plan
ITC DELTACOM: Signs Up Hogan & Hartson as Special Corp. Counsel
INACOM CORP: Taps McDonald Hopkins as Substitute Special Counsel
INTEGRATED HEALTH: Selling 3 Florida Facilities for $4 Million

KMART CORP: Court Approves Route 66 License Agreement Assumption
KMART CORP: Court OKs Traub Bonacquist as Equity Panel's Counsel
LASERSIGHT INC: Commences Trading on Nasdaq SmallCap Today
METALS USA: Reliance Steel to Acquire Assets of Two Businesses
MICROFORUM: CCAA Plan Declared Effective

MICROSTRATEGY INC: Completes Preferred Share Restructuring
MIKOHN GAMING: Initiates Strategic Cost-Reduction Measures
MOSAIC GROUP: Working Capital Deficiency Tops $24MM at June 30
MOSAIC GROUP: Renews Normal Course Issuer Bid Through TSE
NEON COMMS: Disclosure Statement Hearing Convenes on Aug. 20

NEW POWER: Seeks Nod to Hire Arnold & Porter as Special Counsel
NORTHERN NATURAL GAS: Fitch Ups Junk Sr. Unsec. Debt Rating to B
NYACK HOSPITAL: Fitch Maintains Watch on B+ Revenue Bonds Rating
PMA CAPITAL: S&P Assigns Low-B Ratings to Sub. Debt & Preferreds
PALADYNE CORP: Independent Auditors Issue Going Concern Opinion

PINNACLE: Provides Update on Contemplated New Credit Facility
SAFETY-KLEEN: SK Systems Wants to Lease Texas Building as New HQ
SPIRET TRUST: S&P Junks Series 2002-1 Certificates Rating
TANDYCRAFTS: Says Committee's Objections are Wasteful Strategy
TRANSTECHNOLOGY: Completes Senior Debt Refinancing Transaction

TRENWICK GROUP: Reports Improved Second Quarter Fin'l Results
US INDUSTRIES: Fitch Rates $375 Mill. Senior Secured Notes at B-
US PLASTIC LUMBER: Soliciting Approvals of Clean Earth Sale
UNITED AIRLINES: Revenue Passenger Miles Drop 12.3% in July
UNIVERSAL ACCESS: Shows $14MM Working Capital Deficit at June 30

W.R. GRACE: Sealed Air Transaction Trial Set for September 30
WESTPOINT STEVENS: S.A.C. Capital Discloses 6% Equity Stake
WORLDCOM INC: Proposes Uniform Interim Compensation Procedures
WORLDCOM: Court Confirms Thornburgh's Appointment as Examiner
WORLDCOM: Uncovers Additional $3.3BB Improperly Reported EBITDA

XO COMMS: Carl Icahn Extends Tender Offer until August 14
ZIFF DAVIS: Noteholders Accept Terms of Fin'l Restructuring Plan

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers

                          *********

3TEC ENERGY: Working Capital Deficit Narrows to $4 Million
----------------------------------------------------------
3TEC Energy Corporation (Nasdaq: TTEN) announced record second
quarter production.  However, lower prices for oil and gas
caused net earnings to fall below year ago levels.

                    Second Quarter 2002 Results

3TEC Energy Corporation reported net income to common for the
second quarter of 2002 of $2.4 million, excluding special items,
compared to net income to common, of $8.8 million for the prior
year period, excluding special items.  For the quarter ended
June 30, 2002, 3TEC reported cash flow from operations of $14.5
million, excluding special items, compared to $20.0 million in
the same period in 2001.

During the second quarter of 2002, 3TEC produced 6.5 Bcf of gas
and 212 Mbbls of oil for an average daily production rate of
71.4 Mmcf of gas and 2.3 Mbls of oil or a combined 85.2 Mmcfe
per day.  These daily volumes represent an increase of 15% and a
decrease of 19%, respectively, over the comparable year ago
period.  On a gas equivalent basis, 3TEC produced 7.7 Bcfe in
the second quarter of 2002, an increase of 8% over the second
quarter of 2001. The period-to-period increases were largely due
to development drilling in East Texas and recent exploratory
successes in the Gulf Coast.

Including the effect of derivatives ($4.7 million of cash
settlements paid and $2.4 million of put proceeds attributable
to the second quarter), the price received on gas sold in the
second quarter of 2002 was $3.13 per Mcf, compared to $4.66 per
Mcf received in the second quarter of 2001. Oil prices in the
second quarter of 2002 were $23.44 per barrel, compared to
$24.99 per barrel in the second quarter of 2001.

The primary reason for the lower operating results was a weaker
hydrocarbon price environment, which was partially offset by
higher average daily production volumes.

Comparing the second quarter of 2002 to the first quarter of
2002, the average equivalent price, net of derivatives, realized
in the second quarter was up $0.71 per Mcfe.  On a per Mcfe
basis, total production costs also rose during the second
quarter primarily due to an increase in production taxes. Lease
operating expenses decreased to $0.48 per Mcfe from $0.50 per
Mcfe while production taxes increased to $0.29 per Mcfe from
$0.17 per Mcfe.  The increase in production taxes results from
higher gas prices realized in the second quarter, and a higher
percentage of the Company's production being subject to
Louisiana production taxes.  General and administrative expenses
increased to $0.32 per Mcfe from $0.30 per Mcfe in the previous
quarter. Average daily production for the second quarter grew to
85.2 Mmcfe as compared to 82.1 Mmcfe in the first quarter.  
3TEC's bank debt at June 30, 2002 was $99 million and the total
debt-to-book capital was 36%.

                      First Half 2002 Results

3TEC reported net income to common, excluding special items, for
the six months ended June 30, 2002 of $3.0 million compared to
$24.8 million for the prior year period.  For the six months
ended June 30, 2002, 3TEC reported cash flow from operations,
before changes in working capital and deferment of non-period
related derivative activities of $24.7 million compared to $47.4
million in the same period in 2001.

During the first six months of 2002, 3TEC produced 12.8 Bcf of
gas and 395 Mbbls of oil.  On a gas equivalent basis, 3TEC
produced 15.1 Bcfe in the first half of 2002, an increase of 7%
over the first six months of 2001. Average daily production for
2002 grew to 83.6 Mmcfe as compared to 78.0 Mmcfe the prior
year.  The increases were primarily due to production from
development drilling and exploratory successes.

Including the effect of derivatives ($3.6 million of cash
settlements paid and $2.4 million of put proceeds attributable
to the second quarter), the price received on gas sold in the
six months ended June 30, 2002 was $2.80 per Mcf, compared to
$5.79 per Mcf received in the six months ended June 30, 2001.
Oil prices in the first six months of 2002 were $21.17 per
barrel, compared to the $26.03 per barrel received in the first
six months of 2001.

At June 30, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $4 million, as compared to $14 million recorded six months
ago.

                    Reconciliation of Special Items

For the second quarter of 2002, including special items, 3TEC
reported net income to common of $5.1 million in 2002. This
compares to net income to common of $13.0 million for the second
quarter of 2001.  For the six months ended June 30, 2002,
including the effects of special items, 3TEC reported a net loss
to common of $3.7 million.  This compares to net income to
common of $29.0 million in the prior year period.

3TEC adopted SFAS No. 133 on January 1, 2001.  3TEC elected not
to treat its current open derivatives as hedges for accounting
purposes, and instead, recognized the change in fair value of
the open positions as well as the actual cash realizations for
the period.  For the second quarter of 2002, the Company
recorded a non-cash derivative fair value gain on open positions
of $9.0 million, offset by cash payments of $4.7 million.  
Additionally, the Company realized a $5.7 million gain from the
liquidation of April to October 2002 put options monetized in
the first quarter of 2002 and, for purposes of describing the
impact of special items only, is allocating these gains to each
of the respective production periods.  As such, none was
attributed to the first quarter, $2.4 million was attributed to
the second quarter, and $3.3 million will be attributed over the
third and fourth quarters, all pre-tax.

3TEC recorded a non-cash charge to the value of its oil and gas
properties of $1.3 million in the second quarter of 2002.  3TEC
also recorded a non-cash charge of $0.6 million for abandoned
acreage related to its exploratory dry hole in South Texas.

                        Operational Update

3TEC participated in the drilling of 13 wells in the second
quarter, seven of which had been completed as producers and five
were waiting on pipeline hook-up or completion rigs at quarter-
end. Since June 30, 2002, one of those wells has been completed
as a producer.  Development activity in East Texas has continued
to be slower than originally projected due to unfavorable
drilling economics caused by lower natural gas prices and high
drilling and completion costs.  However, 3TEC has continued to
enjoy exploratory drilling success in South Louisiana. As
previously announced, the Company drilled the #1 Bailey Minerals
in St. Mary Parish (the "#1 Bailey") in the first quarter of
2002.  Electric logs revealed 100 feet of net pay in the MA-1E
sand at 16,122 feet total vertical depth (TVD) and ten feet of
net pay in the MA-1D sand at 15,892 feet TVD.  The Company has
perforated the MA-1E sand, and tested the well at a rate of 10.4
Mmcf and 800 bbls per day using a 14/64 inch choke, with a
flowing tubing pressure of 9,586 pounds per square inch (psi)
and with a shut-in tubing pressure of 3,390 psi.  Pipeline
construction has delayed production on the #1 Bailey.  The
Company now expects initial production from this well to begin
during the third quarter.  Based on 3D seismic analysis, the
Company has identified additional locations in the area with
fault blocks similar to the one found at the #1 Bailey.

During the third quarter to date, 3TEC has participated in the
drilling of four wells.  Currently all four are in various
stages of completion operations.  The Company believes that one
of these wells (which is awaiting pipeline hook-up) is an
additional exploratory success in South Louisiana. This well,
the #1 State Lease 14122 VUA in Chandeleur Sound Block 68, was
drilled to a depth of 9,800 feet.  3TEC has logged 39 feet of
net pay in the Tex W sand.  The well was tested at a daily rate
of 10.5 Mmcf on a 26/64 inch choke with a flowing tubing
pressure of 2,677 psi, and a shut-in tubing pressure of 10,071
psi.  The Company currently projects to have this well online
early in the fourth quarter, and is actively evaluating other
similar fault blocks in the area.

At the end of July 2002, the company conducted an internal
review of its reserves.  The reserves were evaluated using a
three-year NYMEX strip pricing case for oil and gas escalated 3%
thereafter starting in 2005.  This analysis indicated total
proved oil and gas reserves of approximately 300 Bcfe as of July
31, 2002.  As of that date, the Company estimates its reserves
to be 77% proved developed and 86% natural gas.  Based on the
results of the internal review, the Company believes that its
drilling success through the first seven months of 2002 has
improved its reserve position.  Through July 31, the Company
spent $11.5 million on exploratory drilling and completion costs
and estimates it added 27 Bcfe to its proved reserves.  This
produced a favorable finding and development cost of $0.43 per
Mcfe.  Based on this success, the Company's Board recently
approved increasing the exploratory component of its drilling
budget for 2002 from $16 million to $20 million.  During the
second half of 2002, the Company plans to drill up to five
additional exploratory wells South Louisiana in the same general
areas where other successful wells have been drilled.

                       Management Comments

Floyd C. Wilson, Chairman and Chief Executive Officer of 3TEC,
stated, "3TEC Energy Corporation posted solid results for the
first half of 2002.  Our internal evaluation of net proved
reserves of approximately 300 Bcfe at July 31, 2002 indicates
that our Company has the ability to grow reserves even in a very
unfavorable acquisition environment.  We are very encouraged by
our drilling results to date and we continue to believe in our
ability to add to our inventory of quality drilling sites."

                         2002 Outlook

The following table presents management's estimates for daily
production in Mmcfe and expenses per Mcfe for the third and
fourth quarters of 2002. Production volume estimates below are
based on proved reserves only and do include future exploration
or acquisition success.

The Company will continue to fund (i) exploratory and
developmental drilling from cash flow; and (ii) acquisitions
from cash flow, property divestitures, and debt (if needed). For
2002, 3TEC has budgeted approximately $64 million for drilling
and completion activities.

3TEC Energy Corporation is engaged in the acquisition,
development, production and exploration of oil and natural gas,
with properties geographically concentrated in East and South
Texas and the Gulf Coast region.


ANC RENTAL: Signing up Brusniak Harrison as Special Tax Counsel
---------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates seek the
Court's authority to employ Brusniak Harrison & McCool P.C., as
special counsel on property tax protests, administrative
appeals, adversary proceedings and related proceedings involving
their taxable properties in various states.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, informs the Court that Brusniak
will be working with National Tax Resource Group (NTRG) to
address and resolve the Debtors' existing and contemplated
property tax disputes.  Since Brusniak previously worked with
NTRG on other matters similar in nature, the Debtors believe
that the firm is well qualified and uniquely able to represent
them as special counsel in an efficient and timely manner.

Ms. Fatell explains that Brusniak will render legal opinions to
the Debtors and the NTRG, prepare any necessary documents, and
take any other action with respect to the Property Tax Disputes,
as well as perform other necessary or desirable legal services
for the Debtors.

Although the Debtors will separately retain Brusniak, Ms. Fatell
says, the firm will look solely to NTRG for payment of its fees
in connection with representation at hand.

Joseph M. Harrison IV, Esq., a member of the Brusniak Harrison &
McCool P.C., assures the Court that none of the firm's attorneys
and accountants represent any party-in-interest in the Debtors'
Chapter 11 cases.  "Brusniak has not represented and will not
represent any entities in relation to the Debtors' cases," Mr.
Harrison asserts. (ANC Rental Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACCRUE SOFTWARE: Explores Strategic Options to Raise New Capital
----------------------------------------------------------------
Accrue Software(R), Inc., (Nasdaq:ACRU) has implemented
additional cost restructuring programs, including a temporary
unpaid leave program for a number of its employees, to conserve
working capital and improve liquidity.

"The unpaid leave program affects approximately 30 employees in
all areas of the company's operations, but does not materially
impact Accrue's customer support and services organizations.
Most of the affected employees are taking vacation as a result
of the program. The Company is continuing to reduce
discretionary spending, as it aligns its expenses with revenue,"
said Jonathan Becher, interim President and Chief Executive
Officer of Accrue.

The Company also said that management and the Board of Directors
continue to actively pursue strategic alternatives for the
Company, including sale of all or a portion of the company's
operations and the sale of a significant portion of the
Company's equity to generate additional capital. Further details
of the restructuring programs will be available in the Company's
upcoming 10Q for the first quarter of fiscal 2003 ended June 30,
2002.

Accrue Software(R), Inc., (NASDAQ: ACRU) is a leading provider
of Internet analytics solutions that help companies worldwide
understand, influence, and respond to Internet customer
behavior. Accrue's products enable companies to increase the
effectiveness of Internet marketing and merchandising
initiatives, better manage customer interactions across multiple
channels, and streamline business operations. With Accrue's
solutions, companies transform volumes of complex Internet data
into actionable information that executives and managers use to
drive key business decisions and improve the return on their
Internet investment. Accrue's customers include industry leaders
such as Citicorp, Dow Jones & Company, Eastman Kodak, Lands'
End, Macy's, Lycos Europe, and Deutsche Telekom.

Accrue Software was founded in 1996 and is headquartered in
Fremont, California, with regional sales offices throughout the
U.S. and international headquarters in Cologne, Germany. Accrue
has strategic application and platform partnerships with leading
technology companies such as IBM, Oracle, Sun Microsystems,
BroadVision, ATG and Vignette. Accrue Software can be reached at
1-888-4ACCRUE or 510-580-4500 and at http://www.accrue.com


ADELPHIA BUSINESS: BellSouth & Sprint Want Adequate Assurance
-------------------------------------------------------------
Paul M. Rosenblatt, Esq., at Kilpatrick & Stockton LLP, in
Atlanta, Georgia, relates that BellSouth provides various
telecommunications services to Adelphia Business Solutions,
Inc., and its debtor-affiliates.  As of the Petition Dates, the
ABIZ Debtors owed BellSouth $2,858,434 while the ACOM Debtors
owed BellSouth $1,411,290.

Mr. Rosenblatt explains that BellSouth purchases various
telecommunications services from the Adelphia Debtors, known as
"reciprocal compensation".  As of the Petition Dates, BellSouth
owed to the Adelphia Debtors between $1,000,000 and $2,000,000
in undisputed reciprocal compensation.  BellSouth has not paid
this amount to the Adelphia Debtors because BellSouth believes
that it has a right to offset these amounts against the
prepetition amounts the Adelphia Debtors owe to BellSouth.

The Adelphia Debtors allege that BellSouth owes over $10,000,000
on account of reciprocal compensation charges.  Mr. Rosenblatt
doubts if these reciprocal compensation charges have any
validity because these charges:

    -- were covered by a prior settlement,
    -- contain improper "tandem" switching charges,
    -- were calculated based upon improper jurisdictions, or
    -- are for unverifiable minutes of usage.

BellSouth is unable to determine if it has adequate assurance in
light of the Debtors' new business plan because the Debtors have
not yet released the details of their new business plan to
BellSouth in the context of this Section 366 adequate assurance
determination.  Pending a review of the Debtors' revised
business plan, BellSouth reserves its rights on all issues
related to adequate assurance.

Mr. Rosenblatt notes that during the months of May and June
2002, the Adelphia Debtors operated at a loss in $11,744,065 and
$7,378,420.  Mr. Rosenblatt makes these additional observations:

  * The provision in the ABIZ adequate assurance motion
    requiring the Debtors to provide to BellSouth weekly flash
    reports of the Adelphia Debtors' available cash and
    postpetition financing availability should also reflect
    accrued and unpaid administrative expenses.  At the recent
    hearing on the Beal debtor-in-possession financing, it was
    stated that there currently exists $4 million in accrued and
    unpaid professional fees.  The amount of accrued and unpaid
    administrative expenses is a crucial factor in determining
    the true amount of available cash.

  * The Beal debtor-in-possession financing includes a waiver of
    the provisions of Section 506(c).  In the event that there
    is a liquidation, BellSouth should not be forced to provide
    service to the Adelphia Debtors without receiving prepayment
    for the services.  In the event the liquidation value fails
    to exceed the amount of the outstanding debt owed to Beal,
    BellSouth will have provided services to the estate for the
    benefit of Beal but the Debtors will be prohibited from
    seeking to surcharge the value of the collateral to pay
    BellSouth for the services it provided for the sole benefit
    of Beal, and the Debtors will lack the resources to pay
    BellSouth for these services.

(2) Sprint

Gary I. Selinger, Esq., at Solomon Green & Ostrow P.C., in New
York, states that contrary to the ABIZ Debtors' representations,
the ABIZ Debtors have not timely paid the undisputed charges for
postpetition service.  Sprint delivered a notice of nonpayment
on July 12, 2002.  To date, no payment has been received.

Mr. Selinger notes that the ABIZ Debtors are presently past due
in payment to the Sprint Entities, for more than $1,800,000 in
long distance service and almost $800,000 in local exchange
service.  All of these long distance and local services, roughly
$2,600,000 worth, has been rendered to the ABIZ Debtors since
their Chapter 11 filings.  Sprint's experience with the ABIZ
Debtors will be repeated if this Court does not require the ABIZ
Debtors to provide more security, in the form of deposits or
prepayments.  In addition, based on the evidence at the hearing
on the ABIZ Debtors' motion for approval of postpetition
financing on July 17, 2002, the ABIZ Debtors are in dire
financial condition that "adequate assurance of payment" for
either group of ABIZ Debtors requires no less than deposits or
prepayments.  Mere promises to pay timely in the future are
simply inadequate to this task.

Similarly, Mr. Selinger observes that the consolidated Monthly
Operating Statements filed in these cases indicate continued
losses and financial deterioration.

The Sprint Entities contend that the ABIZ Debtors should be
required to provide adequate assurance of payment in the form of
deposits or prepayments.  In the alternative, if the ABIZ
Debtors fail to immediately provide adequate assurance of
payment, the Sprint Entities assert that cause exists to modify
the automatic stay to permit the Sprint Entities to immediately
cease providing the Services, and to terminate the Agreements.  
Accordingly, the Sprint Entities seek additional assurance of
payment in the form of:

  * an immediate cash deposit in the amount of the amount
    presently due for postpetition service, together with
    payments thereafter pursuant to the terms of the Agreements,
    or, in the alternative, weekly prepayments by wire transfer
    to the Sprint Entities of the expected weekly usage on
    Wednesday of each week for the following week of Services;
    both alternatives subject to modification in light of post-
    petition actual usage and without reduction in payments due
    to disputes asserted by ABIZ Debtors prior to written
    agreement by the Sprint Entities or a final order of the
    Court sustaining these disputes;

  * immediate payment by wire transfer to the Sprint Entities of
    the greater of all post-petition amounts charged by the
    Sprint Entities, if any, which have not yet been paid; or an
    amount equal to the weekly prepayment, for the period from  
    the Petition Date to the commencement of the weekly
    prepayments;

  * the entry of an order directing that if the ABIZ Debtors
    fail to timely make any payments due under the order entered
    by this Court, or to perform any of the other terms and
    conditions set forth in the Agreements, the Sprint Entities
    shall have the right to terminate service to the ABIZ
    Debtors immediately and without further order of the Court,
    and to the extent necessary, modifying the automatic stay of
    Section 362 of the Bankruptcy Code to permit the Sprint
    Entities to exercise the rights and remedies under the
    Agreements, including termination of the same; and

  * the entry of an order, lifting the automatic stay to permit
    the Sprint Entities to offset all prepetition amounts owing
    to ABIZ Debtors by the Sprint Entities, if any, against all
    pre-petition amounts owing by ABIZ Debtors to the Sprint
    Entities. (Adelphia Bankruptcy News, Issue No. 13;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Look for Century's Schedules on Sept. 23, 2002
--------------------------------------------------------------
Anthony Vasallo, Esq., at Willkie Farr & Gallagher in New York,
advises that Century's chapter 11 cases has been consolidated
under Adelphia Communications' chapter 11 case.  Accordingly,
Century will file its schedules of assets and liabilities and
statements of financial affairs on September 23, 2002. (Adelphia
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


AGRIFOS FERTILIZER: Wants to Reimburse Pegasus' $250K Expenses
--------------------------------------------------------------
Agrifos Fertilizer LP and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for
authority to reimburse Pegasus Capital Advisors, LP's due
diligence expenses.

The Debtors filed their respective plans of reorganization with
the Court. Agrifos Fertilizer LP, Agrifos Fertilizer GP LLC, and
Agrifos Fertilizer LP LLC filed a joint plan of reorganization.  
The Fertilizer Debtors point out that they have been making
significant progress towards finalizing deals with potential
plan participants.  

Pegasus Capital Advisors, LP has been very useful in performing
initial review of the Fertilizer Debtors' business, in
connection to the Fertilizer Debtors' primary objective to
secure a commitment for new capital.  Pegasus indicated that it
intends to go forward with its evaluation, provided the
Fertilizer Debtors will provide Pegasus with an expense
reimbursement of up to $250,000.  The Fertilizer Debtors assert
that the Expense Reimbursement is reasonable and necessary to
allow Pegasus the ability to undertake its due diligence and
secure the required capital infusion for the Fertilizer Debtors.

The Debtors wants the Court to grant them authority to reimburse
Pegasus for up to $250,000 of its actual expenses incurred in
connection with its evaluation of its potential participation as
an equity investor in the Fertilizer Debtors.  

The Debtors are producers of phosphate fertilizers that operate
a 600,000 thousand ton per year phosphate fertilizer processing
plant in Pasadena, Texas and a 1.2 million ton per year
phosphate rock mine located in Nichols, Florida. They filed for
chapter 11 protection on May 8, 2001. Christopher Adams, Esq.,
and H. Rey Stroube, III, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP represent the Debtors in their restructuring efforts.


AMCAST INDUSTRIAL: Posts Improved Results for Fiscal 2002 Q3
------------------------------------------------------------
Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products.  Its two business segments
are Flow Control Products, a leading supplier of copper and
brass fittings for the industrial, commercial, and residential
construction markets, and Engineered Components, a leading
supplier of aluminum wheels and aluminum components for
automotive original equipment manufacturers in North America as
well as a leading supplier of light-alloy wheels for automotive   
original equipment manufacturers and aftermarket applications in
Europe.

Consolidated net sales of $151.4 million in the fiscal 2002
third quarter increased by $15.2 million, or 11.2%, from $136.2
million in the fiscal 2001 third quarter.

The volume increase was driven by the Company's Engineered
Component segment. Aluminum components and global wheels sales
accounted for the increase related to volume over the prior
year-quarter.  This volume increase offset the decline in the
Flow Control Products volume due to competitive market
pressures.

Price and product mix negatively affected sales in the fiscal
2002 third quarter compared with the third quarter of fiscal
2001. Flow Control Products continue to experience a decline in
price due to competitive market pressure and product mix. For
Engineered Components, there was a decrease in raw material
costs which was passed through by contract to the customer.

Consolidated sales also increased because Casting Technology
Company is now reported in the Company's consolidated figures;
whereas in the fiscal 2001 third quarter, CTC's activity was
accounted for by the equity method.  If CTC were consolidated in
the prior year, sales would have increased by 4.8%.

By segment, Engineered Components sales increased by 17.7% and
Flow Control sales decreased by 4.9%  compared with the third
quarter of fiscal 2001. If CTC were consolidated in the third
quarter of fiscal 2001, Engineered Components sales would have
increased by 8.5%.

For the first nine months of fiscal 2002, consolidated net sales
increased by 6.7% to $423.6 million  compared with $397.1
million in the first nine months of fiscal 2001.

For the first nine months of fiscal 2002, overall volume, price,
and product mix increased over the same period a year ago.  This
increase was reflective of higher and more profitable sales in
the Engineered Component segment. As stated above, CTC is now
reported in the Company's consolidated figures; whereas in the
first nine months of fiscal 2001, CTC's activity was accounted
for using the equity method.

By segment, Engineered Components sales increased by 13.3%
compared with the first nine months of fiscal 2001.  If CTC were
consolidated in the first nine months of fiscal 2001, Engineered
Components sales would have increased by 3.6%. Flow Control
Products sales decreased by 9.7%.  Flow Control Products volume
declined due to increased market competition and weakness in
commercial and industrial construction markets. A decline in
Flow Control Products sales due to pricing, primarily  due to
lower copper prices and also to competitive market pressures,
was offset by improved volume and product mix in the Engineered
Components products.

Gross profit for the fiscal 2002 third quarter increased by 2.7
times to $16.3 million, or 10.8% of sales, compared with $6.1
million, or 4.5% of sales, for the same period a year ago.  For
the first nine months of fiscal  2002, gross profit increased by
17.1% to $37.9 million, or 8.9% of sales,  compared with $32.3
million, or 8.1% of sales, for the first nine months of fiscal
2001. Excluding  unusual items recorded in fiscal 2001, gross
profit for the fiscal 2002 third quarter increased by 50.7%, or
$5.5 million, and gross profit for the first nine months of
fiscal 2002 increased by 2.2%, or $0.8 million, compared with
the same periods a year ago.  The gross profit increase is due
to U.S. automotive sales of new aluminum components and wheel
products and improved manufacturing efficiency in the U.S.
automotive operations, partly offset by new product launch costs
at the Richmond facility. Wheel manufacturing, operating at near
capacity, benefited from higher sales volume with an improved
price and product mix. The Amcast Production System, a
streamlined, more efficient manufacturing approach, increased
gross profit by reducing manufacturing costs. APS should
continue  to benefit gross profit as more of the Amcast
workforce becomes certified.

Selling, general and administrative expenses for the third
quarter of fiscal 2002 were $13.4 million, or 8.9% of sales,
compared with $24.4 million, or 17.9% of sales, in the third
quarter of fiscal 2001.  For the first nine months of fiscal
2002, SG&A expenses were $40.8 million, or 9.6% of sales,
compared with $52.4 million, or 13.2% of sales, for the same
period a year ago. The decrease in SG&A is primarily due to
expenses recorded of $10.8 million in the third quarter and
$13.8  million the first nine months of fiscal 2001 for unusual
items.  These unusual items consisted of legal and other
professional fees for debt refinancing due to the Company's
default on non-monetary debt covenants and a strategic
alternative review, various asset reserves and write-downs,
severance  expenses for senior management changes, and increased
workers compensation and other reserves for previously-closed
facilities.

Excluding unusual items, fiscal 2001 third quarter SG&A was
10.0% of sales and fiscal 2001 nine month SG&A was 9.7% of
sales. Increased SG&A in the fiscal 2002 third quarter for ERP
implementation costs, a lower pension benefit, and $0.4 million
by consolidating CTC, was partly offset by a continuing cost
reduction program.  During the fiscal 2002 third quarter, the
Company revaluated its employee vacation practice and reduced
its vacation liability by $1.6 million to properly reflect the
pay-as-you-go vacation policy. Also during the quarter, the
Company amended its postretirement benefits and terminated
postretirement life insurance for all retirees, except for those
under contractual agreements.  This amendment decreased the
Company's postretirement obligation by $0.9 million. The
benefits of these SG&A adjustments were largely offset by new
product launch costs at the Richmond  plant; thus, the combined
effect did not have a significant impact on the Company's fiscal
2002 third quarter operating income.

Effective June 5, 2001, the Company purchased the remaining 40%
interest in CTC, its joint venture with Izumi Industries,
bringing total ownership to 100%. The purchase price was
approximately $4.0 million of which $1.6 million is payable in
annual installments over the next four years. The Company paid
$0.4 million in the fiscal 2002 third quarter.  The acquisition
was accounted for by the purchase method; accordingly, the cost
of the acquisition was allocated on the basis of the estimated
fair market value of the assets acquired and liabilities
assumed. No goodwill resulted from the transaction.  The pro
forma effect of the acquisition on the results of operations is
not material.

Interest expense was $4.2 million and $13.2  million for the
third quarter and first nine months of fiscal 2002, compared
with $4.6 million and $11.1 million, respectively, for the same
periods of fiscal 2001.  The quarterly decrease in interest
expense is due to lower average interest rates and reduced debt
levels. The increase in interest expense for the first nine
months of fiscal 2002 is primarily due to higher debt levels,
receivables financing, and including CTC's interest expense in
the Company's consolidated totals.

The Company's effective tax rate is impacted by operations in
various domestic and foreign tax jurisdictions.  For fiscal 2002
and 2001, the income tax benefit due to pre-tax losses was
offset by  additional tax expense at the Company's Italian
operation.  Italian tax law requires the Company add back
certain items resulting in a tax profit even though the
operation is in a loss position for book purposes.  The tax rate
for the fiscal 2002 third quarter was 36.0% plus an Italian tax
expense of $0.6 million, compared with a tax rate of 37.0% plus
an Italian tax expense of $1.2 million in the fiscal 2001 third
quarter.  The tax rate for the first nine months of fiscal 2002
was 36.0% plus an  Italian tax expense of $2.2 million, compared
with a tax rate of 37.9% plus an Italian tax expense  of $1.9
million for the same period a year ago.  The tax rate also
includes a valuation allowance that partially reserves against
deferred tax assets related to tax loss carryforwards of the
Company's Italian operations.

Flow Control Products  - Net sales for the Flow Control Products
segment decreased by 4.9% to $37.4 million for the fiscal 2002
third quarter, compared with $39.3 million for the same period
of fiscal 2001. For the first nine months of fiscal 2002, sales
decreased by 9.7% to $103.3 million, compared with $114.4
million for the first nine months of fiscal 2001. Sales volume
decreased by 2.8% for the fiscal 2002 third quarter, and by 8.0%
for the first nine months of fiscal 2002.  Price and mix
together declined by 4.1% for the fiscal 2002 third quarter, and
by 3.7% for the first nine months of fiscal 2002.

Operating income in the fiscal 2002 third quarter was $2.5
million, compared with a loss $3.3 million (income of $2.0
million excluding unusual items) for the same period of fiscal
2001.  For the first nine months of fiscal 2002, operating
income was $5.1  million, compared with $4.1 million  ($9.6
million excluding unusual items) for the same period of fiscal
2001.  Excluding unusual items in 2001, the operating income
decrease was primarily due to lower sales volume, competitive
market pricing, and the cost to implement an ERP system. The
reduced vacation liability to properly reflect the pay-as-you-go
vacation policy contributed $0.6 million to fiscal 2002 third
quarter segment income.

Engineered Components  -  Net sales for the Engineered
Components segment increased by 17.7% to $114.1 million for the
fiscal 2002 third quarter, compared with $96.9 million for the
same period of fiscal 2001. For the first nine months of fiscal
2002 sales increased by 13.3% to $320.2 million,  compared with
$282.7 million for the first nine months of fiscal 2001.  Sales
volume increased by 12.0% for the third quarter of fiscal 2002,
and 3.9% for the first nine months of fiscal 2002.  Product mix
decreased sales by 0.7% for the fiscal 2002 third quarter and
increased sales by 2.7% for the first nine months of fiscal
2002. Consolidating CTC in the second quarter and first nine
months of fiscal 2002 increased sales by 6.2% and 5.2%
respectively.

Operating income in the fiscal 2002 third quarter was $1.3  
million, compared with a loss of $8.5 million ($2.5 million loss
excluding unusual items) for the same period of fiscal 2001.  
For the first nine months of fiscal 2002, the operating loss was
$3.0  million, compared with a loss of $11.2 million ($5.3
million loss excluding unusual items) for the same period of
fiscal 2001. Excluding  unusual items in 2001, the increase in
operating income was primarily due to the Company's U.S.  
operations due to improved operating efficiencies, higher sales
volume, and a favorable price and product mix. The reduced
vacation liability to properly reflect the pay-as-you-go
vacation policy contributed $1.0 million to fiscal 2002 third
quarter segment income.

                         *    *    *

As reported in Troubled Company Reporter's July 19, 2002,
edition, Amcast Industrial Corporation, (NYSE:AIZ) successfully
negotiated a restructuring of its credit facilities with its
bank-lending group and senior note holders. As restructured, the
bank credit facilities have been continued through September 14,
2003, and a required $12.5 million prepayment under the senior
notes has been deferred until maturity in November 2003.

After restructuring, long-term debt at the end of the fiscal
third quarter was $160.4 million. This reduced short-term debt
to $25.4 million, or 13.7% of total obligations.


AMRESCO INC: Plan of Liquidation Declared Effective Aug. 6, 2002
----------------------------------------------------------------
AMRESCO, Inc., (OTC Pink Sheets: AMMBQ) announced that the First
Amended Joint Plan of Liquidation of the Company and several of
the Company's subsidiaries became effective on August 6, 2002.  
The Plan was confirmed by the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division, on July 23,
2002 in connection with AMRESCO's bankruptcy proceedings under
Chapter 11 of Title 11 of the United States Code (Case no. 01-
35327-SAF-11).

On August 7, 2002, the Company, along with its subsidiaries
involved in the bankruptcy proceedings, transferred all right,
title and interest in any and all assets that they have or may
have (including the Company's ownership interests in its
subsidiaries) to a trust established on behalf of the Company's
creditors.  The trust will liquidate and distribute these assets
to the creditors of the Company and its subsidiaries in
accordance with the provisions of the Plan.  J. Gregg Pritchard
has been named as the initial trustee of the trust.  Mr.
Pritchard has also been appointed to serve as the President and
as the sole member of the board of directors of the Company and
its subsidiaries.

All shares of the Company's common stock, and all other options,
warrants and other rights and interests related to the Company's
common stock were automatically cancelled upon the effective
date of the Plan.  Accordingly, all certificates formerly
representing shares of common stock or other equity interests in
the Company are null, void and of no effect.  Similarly, all
series of the Company's senior subordinated notes were
automatically cancelled.  In exchange, holders of these notes
will be issued non-transferable beneficial interests in the
liquidating trust, which will represent the right to receive
certain payments in accordance with the terms of the trust.

AMRESCO will not continue its business operations upon the
conclusion of its bankruptcy proceedings.  Accordingly, the
Company and its subsidiaries will be dissolved as soon as is
reasonably practicable, and their separate corporate existence
will be terminated.


AQUILA INC: Will Seek Buyer for Midlands Electricity in UK
----------------------------------------------------------
Aquila, Inc., (NYSE: ILA) announced that it would seek a buyer
for its 79.9 percent of the shares of Avon Energy Partners
Holding Company, the holding company for Midlands Electricity
plc, operating as Aquila Networks in the United Kingdom. Aquila
acquired majority interest in Avon Energy Partners Holding
Company from FirstEnergy Corp., (NYSE: FE) in May and has been
managing Midlands since that time. FirstEnergy, owner of the
remaining 20.1 percent interest in Avon Energy Partners Holding
Company, already has announced its intent to sell its position
in the utility.

"Since announcing our intent to sell $1 billion in assets, we've
had inquiries related to our entire asset portfolio. In the case
of Midlands Electricity, we've received a sufficient number of
serious inquiries that have led us to initiate a bid process,"
said Robert K. Green, president and chief executive officer of
Aquila. "To date we have made significant progress in our
efforts to sell $1 billion in assets. The sale of Midlands would
take Aquila well beyond our $1 billion target."

The company expects the bidding process for Midlands to be
concluded in October, with a decision on the bids by mid-
October.

Midlands Electricity serves 2.3 million customers in the city of
Birmingham and parts of Staffordshire, Gloucestershire,
Shropshire, Hereford and Worcester. For the year ended March
2001, Midlands Electricity sales totaled approximately $570
million and its earnings before interest and taxes totaled about
$275 million.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving more than six million
customers in seven states and in Canada, the United Kingdom, New
Zealand and Australia. The company also owns and operates power
generation and mid-stream natural gas assets. At March 31, 2002,
Aquila had total assets of $12.3 billion. More information is
available at http://www.aquila.com

                         *    *    *

As reported in Troubled Company Reporter's Wednesday edition,
Aquila Inc.'s current liquidity position is sufficient relative
to scheduled upcoming payments. Cash on hand was approximately
$207 million as of the first quarter 2002, and Aquila has about
$570 million of available capacity under its bank lines.
Aquila's credit facilities consist of a 364-day $325 million
tranche that expires in April 2003, and a three-year $325
million tranche that expires in April 2005. Aquila recently
completed a $280 million equity issuance and a $500 million
senior unsecured note offering, the proceeds of which were used
to refinance $675 million of 2002 maturing debt. Other near-term
uses of funds include the $150 million repayment of a bridge
loan related to the acquisition of Midlands, due in December
2002, and $63 million of common stock dividends, to be paid in
September and December 2002.

Fitch will continue to monitor Aquila's progress in winding down
its energy market exposures, reducing staff and operating
expenses, and monetizing non-core assets. Aquila's future credit
profile will depend upon which ILA assets or businesses are
sold, which are retained, and the amount of debt leverage
remaining after the dispositions.

Fitch currently rates Aquila as follows: senior unsecured
'BBB-', preferred stock 'BB+', and commercial paper 'F3'. The
Rating Outlook is Stable.


BCE INC: Expects to Sell $2BB of Equity to Finance Bell Buyback
---------------------------------------------------------------
BCE Inc., (TSX, NYSE: BCE) announced that, further to its August
1st, 2002 shelf prospectus filing, it has signed an underwriting
agreement in connection with a public offering of BCE common
shares, at a price of $24.45 per share, for total gross proceeds
of approximately $2 billion assuming full exercise of the over-
allotment option.

A major portion of the offer was subscribed by the accounts
managed by certain of the Capital Group International, Inc.
investment management companies and funds managed by Capital
Research and Management Company.

The net proceeds resulting from the sale of the common share
offering will be used to pay part of the acquisition price of
SBC Communications Inc.'s indirect minority interest in Bell
Canada.

The closing of the offering is scheduled to occur on August 12,
2002, and is subject to certain conditions set forth in the
underwriting agreement.

The common equity offering was placed by a syndicate of
underwriters with RBC Capital Markets acting as lead manager and
global book runner, Scotia Capital, co-lead and Canadian co-book
runner, Credit Suisse First Boston, co-lead and US co-book
runner and BMO Nesbitt Burns, co-lead manager.

Common shares offered outside the United States to non-US
persons will not be registered under the US Securities Act. The
portion of the common shares to be sold in the United States or
in circumstances where registration of the common shares is
required has been registered under a registration statement
filed with the US Securities and Exchange Commission. A copy of
the prospectus and related prospectus supplement may be obtained
from RBC Capital Markets, 1 Place Ville Marie, Suite 300,
Montreal, Quebec H3B 4R8.

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand.

                         *    *    *

As reported in the April 24, 2002 edition of Troubled Company
Reporter, Bell Canada International Inc.'s December 31, 2001
balance sheet shows that the company has a working capital
deficit of about C$900 million.


BUDGET GROUP: Wants to Honor & Pay Prepetition Tax Obligations
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
authorize, but not direct, them to pay the relevant taxing
authorities the accrued and unpaid sales taxes, use Taxes and
surcharges, real and personal property taxes, franchise taxes,
foreign taxes, and any other taxes that the Debtors' directors,
officers or employees may be personally liable.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, informs the Court the Debtors have
outstanding obligations for all the taxes.  As of the Petition
Date, the Debtors owe the taxing authorities:

      Sales Taxes, Use Taxes and Surcharges   $16,163,000
      Real and Personal Property Taxes            885,100
      Franchise Taxes                             115,000
      Foreign Taxes                               132,141

Mr. Kosmowski assures the Court that none of the Debtors'
creditors will be prejudiced by the payment of these taxes to
the relevant authorities at this time since the taxes and
surcharges are entitled to priority status pursuant to Section
507(a)(8) of the Bankruptcy Code.  Besides, these taxes must be
paid in full under any Reorganization Plan.  The timing of
payment would even be beneficial to the Debtors' estates since
it will avoid the accrual of interest or penalty charges on the
claims, Mr. Kosmowski adds.

Mr. Kosmowski fears that non-payment of taxes could cause the
authorities to impose sanctions on, or engage, the Debtors in
costly actions.

Sales Taxes constitute so-called "trust fund" taxes that are
required to be collected from third parties and held in trust
for payment to the taxing authorities.  In many cases, sales and
use taxes are administered by the same taxing authorities, and
are collected and enforced in the same manner.  Although only
few of the states expressly treat Use Taxes as Trust Taxes, many
of the taxing authorities assert various penalties and
enforcement actions as if use taxes constituted sales taxes.  
Nevertheless, Mr. Kosmowski tells the Court that given the large
number of sales and use tax filings the Debtors prepare each
year, it would be extremely costly for the Debtors' estates to
resolve any disputes and defend any actions arising from the
issue on whether use taxes are entitled to be treated the same
way as sales taxes.

The Debtors have been informed that certain taxing authorities
may cause the Debtors to be audited or suspend the Debtors'
authority to conduct business or take other corporate actions if
the franchise taxes are not paid.  The Debtors submit over 250
different franchise tax filings each year.  Mr. Kosmowski notes
that the Debtors' handling of these audits or suspensions would
be extremely disruptive to their business operations and
unnecessarily divert the attention away from the reorganization
process.

Mr. Kosmowski adds that some of these States might attempt to
hold the Debtors' officers, directors and employees personally
liable for nonpayment.  The potential lawsuits, Mr. Kosmowski
says, would prove to be extremely distracting to:

    -- the Debtors,

    -- the named individuals, whose attention to the Debtors'
       Chapter 11 cases is required, and

    -- the Court, which might be asked to entertain various
       motions seeking injunctions with respect to the potential
       State Court actions.

The Debtors must also pay the taxes assessed on their real
property leases in England.  Mr. Kosmowski informs the Court
that the English taxing authorities there may cause a local
bailiff to confiscate the Debtors' assets equal to the amount of
tax due, or if no assets are available for confiscation, cause
the bailiff to cut-off the Debtors' access to the buildings.

But Mr. Kosmowski makes it clear that this Motion is not meant
to impair the Debtors' ability to contest the taxes or
surcharges owing to the various taxing authorities.

Accordingly, the Debtors also ask the Court to direct banks and
financial institutions to process and pay all of the Debtors'
deposits, wire transfers and checks that were not cleared prior
to the Petition Date involving the payment of the taxes.  The
Debtors further seek the Court's permission to reissue any
check, which was drawn in payment of any prepetition tax that
was not cleared by a bank or financial institution. (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.


CMS ENERGY: 2nd Quarter Results Swing-Down to Net Loss of $75MM
---------------------------------------------------------------
CMS Energy Corporation (NYSE: CMS) announced a second quarter
consolidated net loss of $75 million compared to second quarter
2001 consolidated net income of $53 million. Operating net
income for the second quarter was $59 million compared to $35
million in the second quarter of 2001.  Operating net income
excludes the effects of non-recurring events such as gains on
asset sales ($21 million), losses on discontinued operations of
CMS Oil and Gas and CMS Viron ($141 million), restructuring
costs and expenses related to early debt retirement.

Operating net income reflects strong results from Consumers
Energy's electric and gas utility businesses including reduced
power supply costs due to an extended refueling outage in 2001
at the Palisades nuclear plant, favorable weather effects on
natural gas and electric deliveries, improved earnings at CMS
Energy's independent power plants and the benefits from mark-
to-market accounting of long-term natural gas fuel supply
contracts at the Midland Cogeneration Venture.

"Based on the second quarter results and the current outlook for
the remainder of year, we are reaffirming our $1.50 to $1.55 per
share guidance for operating net income for the full year," said
Ken Whipple, CMS Energy chairman and chief executive officer.

Second quarter operating revenue totaled $2.4 billion, versus
$2.2 billion in the second quarter of 2001.

For the first six months of 2002, consolidated net income was
$314 million, compared to $162 million in 2001.  Operating net
income for the same period was $134 million compared to $143
million, respectively.  Operating net income excludes the
effects of non-recurring events such as gains on asset sales
($35 million), income from discontinued operations ($169
million), restructuring costs ($7 million), expenses related to
early debt retirement ($8 million) and a goodwill accounting
change write-off ($9 million).  Operating revenue for the first
six months of 2002 totaled $4.8 billion compared to $5.0 billion
in the first half of 2001.

Operating net income of CMS Energy's utility business, Consumers
Energy, was $58 million for the second quarter, up 100 percent
from $29 million in the second quarter of 2001.  Cool
temperatures in May, the tenth coldest May on record in
Michigan, helped to increase natural gas deliveries by 8.3
billion cubic feet during the quarter versus the second quarter
of 2001.  Natural gas deliveries were 65.3 billion cubic feet,
up 14.7 percent from the same period last year.  Warmer-than-
normal temperatures during June helped total electric deliveries
for the quarter to increase by 133 gigawatt-hours versus the
second quarter of last year.  Electric deliveries were 9,410
gigawatt-hours, up 1.4 percent from the second quarter of 2001.

Second quarter operating net income of the natural gas
transmission business was $13 million, down seven percent from
$14 million in the same period last year, due to lower earnings
from liquefied natural gas operations reflecting fixed contract
rates compared to higher spot rates in the second quarter last
year, as well as expropriation and devaluation issues in
Argentina.  These were partially offset by lower fixed costs
reflecting debt retirement and lower operating costs.

Independent power production operating net income in the second
quarter totaled $48 million, up 167 percent from $18 million in
the same period last year, due to improved plant performance and
increased earnings from the Midland Cogeneration Venture
reflecting mark-to-market accounting for long- term natural gas
fuel supply contracts, lower steam costs at the Dearborn
Industrial Generation plant and higher earnings from
international plants. These were partially offset by
expropriation and devaluation issues in Argentina.

Marketing, services and trading reported an operating net loss
in the second quarter of $18 million, as compared to operating
net income of $33 million in the same period last year,
primarily reflecting credit constraints which adversely affected
sales contract origination and power and gas trading margins.

Significant second quarter developments in the CMS Energy asset
sale program included:

     *  Closing of the sale of Consumers Energy's electric
transmission system for approximately $290 million to
Washington, D.C.-based Trans-Elect, the first transaction of its
kind in the U.S.;

     *  Closing of the sale of CMS Oil and Gas Company's coal
bed methane holdings in the Powder River Basin of Wyoming and
Montana for $101 million to XTO Energy of Fort Worth, TX,;

     *  Closing of the sale of CMS Generation's 47.5 percent
equity interest in Toledo Power Co. in the Philippines for $10
million to Mirant, and;

     *  Announcement of a definitive agreement and letter of
intent, which together provide for the sale of CMS Oil and Gas
for approximately $232 million.

CMS Energy also announced it is exploring the sale of its
domestic pipeline and field services businesses in order to
accelerate balance sheet improvement and enhance financial
flexibility.  The assets being considered for sale include the
Panhandle and Trunkline interstate natural gas pipelines, the
LNG receiving terminal at Lake Charles, La., CMS Field Services'
gas gathering and processing assets and CMS Energy's one-third
ownership interest in Guardian Pipeline.  These are in addition
to CMS Energy's previously announced plans to sell its one-third
ownership interest in Centennial Pipeline LLP, an interstate
refined petroleum products pipeline.

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, independent power
generation, and energy marketing, services and trading.

For more information on CMS Energy, please visit its Web site at
http://www.cmsenergy.com  

                         *   *   *

As reported in Troubled Company Reporter's July 17, 2002,
edition, Fitch downgraded the ratings of CMS Energy and its
subsidiaries Consumers Energy Co., and CMS Panhandle Eastern
Pipe Line Co.  The senior unsecured debt rating of CMS has been
lowered to 'BB-' from 'BB+'.  The downgrades of Consumers and
PEPL reflect Fitch's notching criteria with respect to parent
and subsidiary ratings.

CMS, Consumers and PEPL will remain on Rating Watch Negative,
where they were originally placed on June 11, 2002 due to
concerns surrounding CMS' weak liquidity position, high parent
debt levels, and limited financial flexibility. CMS' market
access continues to be constrained by the company's need to
restate its 2000 and 2001 financial statements to eliminate the
effects of 'wash trades' with other energy companies. While
Consumers and PEPL are fundamentally sound, the companies'
financial condition and credit ratings may be adversely affected
by the financial stress of their parent. The Negative Rating
Watch will remain in place pending a meeting with CMS management
within the next several weeks to review the company's updated
business plan.

     Ratings lowered and maintained on Rating Watch Negative

                       CMS Energy

       --Senior unsecured debt to 'BB-' from 'BB+';

--Preferred stock/trust preferred securities to 'B-' from 'BB-'.

                    Consumers Energy

      --Senior secured debt to 'BBB' from 'BBB+';

      --Senior unsecured debt to 'BB+' from 'BBB';

--Preferred stock/trust preferred securities to 'BB-' from
                         'BB+'.

              Consumers Power Financing Trust I

      --Trust preferred securities to 'BB-' from 'BB+'.

                         PEPL

         --Senior unsecured debt to 'BB+' from 'BBB'.


CANFIBRE: Raises US$250,000 via Non-Brokered Private Placement
--------------------------------------------------------------
The CanFibre Group Ltd., (TSX Venture Exchange: YCF), a producer
of high-quality, high-margin specialty Medium Density Fibreboard
products, has completed a non-brokered private placement of
1,771,129 common shares at a price of US$0.142 (Cdn $0.22) per
common share for gross proceeds to CanFibre of US$251,386 (Cdn
$389,648). The capital will be used primarily for working
capital purposes in the Company's CanFibre of Lackawanna LLC
operations.

Four members of CanFibre's management team were investors in the
private placement including Christopher Carl investing US$50,000
and three other officers of the company also investing a total
of US$50,000.

The securities will be subject to a standard 4 month hold period
as prescribed by the TSX. The securities offered will not be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from such
registration requirements.

Operations in Lackawanna continue to improve dramatically with
respect to total output, quality of product, average selling
prices and improvements in working capital. CanFibre of
Lackawanna continues to work with its secured creditors to
negotiate terms that will result in new capital being invested
in to the facility in return for an agreement to reduce certain
requirements of the debt.

CanFibre has also been successful in improving its working
capital by arranging with a large number of customers to remit
payment within 48 hours. This replaces the need to generate cash
under the more expensive Santarosa agreement announced June 18,
2002 and accordingly, no cash has been funded under that
agreement.

"While the private placement is not large compared to the value
of the Lackawanna facility, the fact that operations have
improved sufficiently to attract new investors, including
management, is significant," says Chris Carl, President of
CanFibre. "We still have a lot of work to do to bring Lackawanna
back to the level of operation originally intended for the
facility but the advancements made in recent weeks and months
have been excellent. The effort put forth by CanFibre's
management and employees has been nothing short of extraordinary
and our confidence that such efforts will result in the long
term success of the company is growing every day."

The private placement was approved by CanFibre's Board of
Directors. It should be noted that David Carbonaro resigned as a
Director effective July 3, 2002 to avoid potential conflict of
interest as Mr. Carbonaro is now assisting CanFibre directly in
some of its financing efforts.  Mr. Carbonaro continues to act
as corporate counsel for CanFibre.

The CanFibre Group Ltd., is engaged in the worldwide development
and operation of manufacturing plants to produce high quality
wood panel products such as medium density fibreboard from
environmentally sensitive wood sources including the use of 100%
recycled dry waste wood normally destined for landfill.
CanFibre's ALLGREEN(R) MDF is North America's first 100% "green"
panel board. The CanFibre Group derives competitive advantage by
locating in urban areas close to the waste wood fibre supply and
close to end use customers as well as through the use of
patented pressing technology that allows CanFibre to produce a
series of specialty products that can not be produced
economically by conventional producers. ALLGREEN(R) MDF and
CanFibre MDF are marketed through wholesale distributors,
manufacturers and retailers throughout North America. Visit
http://www.canfibre.comfor more information about the company.  

                           *   *   *

As reported in Troubled Company Reporter's June 20, 2002,
edition, CanFibre of Lackawanna is currently in default of its
bonds because it has not made interest payments that were due
December 1, 2001 and June 1, 2002. Provided that CanFibre
continues to meet its ongoing working capital requirements, no
action is expected by the bondholders that would result in any
kind of acceleration of the bonds. In addition, CanFibre and its
bondholders are engaged in good-faith discussions to determine
ways to cure the default.


CAPITAL LEASE: Fitch Affirms Low Ratings on Classes E, F & G  
------------------------------------------------------------
Capital Lease Funding Securitization LP corporate credit-backed
pass-through certificates, series 1997-CTL-1 $2.9 million class
A-1, $40.4 million class A-2, $17.8 million class A-3 and the
interest only class IO are affirmed at 'AAA' by Fitch Ratings.
In addition, Fitch affirms the following classes: $15.5 million
class B at 'AA', $15.5 million class C at 'A', $6.1 million
class D at 'BBB-', $6.8 million class E at 'BB-', $1.9 million
class F at 'B-' and $1.3 million class G at 'CCC'. In
conjunction with the affirmations, classes D, E and F are also
removed from Rating Watch Negative. The rating affirmations
follow Fitch's annual review of the transaction, which closed in
January 1997.

The decision to remove classes D, E and F from Rating Watch
Negative is the result of Fitch's internal evaluation of Circuit
City Stores, Inc. completed in June. Loans with leases
guaranteed by Circuit City make up 16% of the pool by balance.
The ratings of this transaction are highly sensitive to the
movements of the corporate credit ratings of the underlying
tenants, which Fitch closely monitors.

The transaction benefits from fully amortizing loans to credit
tenants, of which 65% are investment grade rated. The
transaction continues to perform with no delinquencies or
specially serviced loans. Other credit tenants in the pool are
CVS (20%), Blue Cross/Blue Shield of Texas (16%), Rite Aid
(11%), Tandy Corp., (7%) and various others.

Fitch continues to have concerns with the concentration as only
30 loans in the pool. However each property is leased to a
tenant on a triple net or double net basis, requiring each
tenant to pay for the operating costs of the property. Fitch
also has concerns that 35% of the underlying loans are
guaranteed by leases to below investment grade tenants. The
deterioration of the credits has been factored into the ratings
assigned to each class.

Fitch will continue to monitor the transaction and the ratings
of the underlying credit tenants.


CAROLINA RE: Court Says Deloitte Must Comply with Subpoenas
-----------------------------------------------------------
The Honorable Judge Burton R. Lifland of the U.S. Bankruptcy
Court for the Southern District of New York denied Deloitte &
Touche LLP's motion to quash subpoenas served by Carolina
Reinsurance Limited's Liquidators.

Although Carolina Re is incorporated in Bermuda, it operated
from North Carolina, and most of the audit work was performed in
the United States.  Ms. Kristan Meehan, (in Deloitte's Hartford,
Connecticut office) was a manager on certain of Carolina Re's
audits and Mr. John Slusarski provided actuarial services with
the audits of Fortress Re and Carolina Re.  Following the
production of the requested documents -- pursuant to the
Preliminary Injunction Order -- the Joint Liquidators subpoenaed
Ms. Meehan and Mr. Slusarski for depositions.

Deloitte asked the Court to quash the subpoenas issued to its
employees, claiming that:

     (1) the depositions are being sought for an improper
         purpose which is to try to establish a claim against
         Deloitte; and

     (2) in the context of a 304 ancillary proceeding, United
         States courts cannot order discovery beyond that which
         would be available in the home court, and that a
         Bermuda court would not permit depositions under these
         circumstances.

Judge Lifland finds that the investigation of potential claims
on behalf of a debtor is not an improper use of Rule 2004
discovery.  Rule 2004 provides that "courts have the authority
to order examinations with respect to the financial matters of
debtors as well as other matters affecting the administration of
the estate."  Moreover, the Court reminds that Section 304
intends to provide U.S. Courts with broad authority and
flexibility to enable foreign representatives to administer
assets located in the United States.

The Court acknowledges that the liquidation of Carolina Re is a
laborious process and the financial affairs of Carolina Re are
complex. According to the Joint Liquidators, many of the
documents pertaining to the financial matters are unclear and
require further explanation and interpretation. Section 195
gives a Bermuda court the power to summon before it any person
the court deems capable of "giving information concerning the
[insolvent] company."  The information and knowledge the
Deloitte employees maintain are essential to this investigation,
the Court contends.

The Court further explains that the Joint Liquidators' action is
consistent with their powers and duties entrusted by the Bermuda
Court, section 304 of the Bankruptcy Code and Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

Moreover, the Court believes that Deloitte's request for help in
explaining Carolina Re's substantial losses is not oppressive,
and trusts that the Bermuda Court would concede that the
requirements of the Joint Liquidators outweigh any perceived
oppression to the two Deloitte employees.


CHESAPEAKE ENERGY: Moody's Assigns B1 Rating to $250MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service took several rating actions on
Chesapeake Energy Corporation.  

                      Rating Assigned

      * B1 - $250 million senior unsecured notes, due
        2012.

                      Ratings Affirmed

      * B1 - $108 million 7.875% senior unsecured notes, due
        2004,  

      * B1 - $250 million 8.375% senior unsecured notes, due
        2008,

      * B1 - 800 million 8.125% senior unsecured notes, due
        2011,

      * B1 - $143 million 8.5% senior unsecured notes, due 2012,

      * Caa1 - $150 million 6.75% convertible preferred,

      * B1 - Senior Implied Rating,

      * B2 - Unsecured Issuer Rating.

Ratings outlook is positive.

Proceeds from the $250 million notes will be used to repay
outstanding debts and fund three pending acquisitions.

Although limited by a high financial leverage, the ratings
reflect growth in Chesapeake's asset base, and its intensified
focus on its core assets and reduced reliance on its noncore and
short-lived assets.

Chesapeake Energy Corporation, headquartered in Oklahoma City,
Oklahoma, is an independent exploration and production company.


CHESAPEAKE ENERGY: Fitch Rates $250M Senior Note Offering at BB-
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Chesapeake Energy's
$250 million senior note offering. Fitch maintains its 'BB+'
rating on its senior secured bank facility and a 'B' rating on
its convertible preferred stock. The Rating Outlook for
Chesapeake is Stable.

Chesapeake Energy priced $250 million of senior notes. The net
proceeds from this offering will be used for funding three
pending acquisitions totaling $132 million and to repay bank
debt recently incurred to purchase $43 million of senior notes
due in 2004 and to purchase $38 million of natural gas
properties in Oklahoma. Remaining net proceeds will be used for
general corporate purposes, including the funding of future
acquisitions. This transaction follows the $150 million
convertible preferred offering in November 2001 and the pricing
of $250 million of 8.375% senior notes completed in late
October. The proceeds from those two offerings were also used to
fund several 'tuck-in' acquisitions.

Chesapeake expects to add as much as 125 Bcfe of proved reserves
consisting primarily of Mid-Continent developed natural gas
reserves with initial average daily natural gas production of
approximately 28,000 Mcfe. This would increase reserves by
approximately 6.7% and daily production by about 6%. The
valuation of the three transactions is about $1.35 per Mcfe.

The ratings reflect Chesapeake's long-lived, focused natural gas
reserve base, the likelihood of increased production through its
recent acquisitions and its modest credit profile, which assumes
equity funding to help balance past and future transactions.
Chesapeake's proved reserves, pro forma for potential
acquisitions are more than 2.0 Tcfe, which provide a reserve
life in excess of 10 years. Additionally, approximately 90% of
Chesapeake's proved reserves are natural gas and are primarily
located in the very familiar Mid Continent region. In fact,
Chesapeake's last six significant acquisitions have all been in
the Mid-Continent region where it has a significant amount of
infrastructure in place and has had proven success. Fitch
expects Chesapeake to achieve synergies through its recent
acquisitions and to expand upon the current production that each
of its potential acquisitions is currently realizing.

Chesapeake has generated credit metrics consistent with its
rating over the last 12 months. Coverages, as measured by
EBITDA-to-interest, are greater than 4.0 times for the latest
12-month period, and debt-to-EBITDA is approximately 3.0x.
Chesapeake's present debt on both an absolute ($1.5 billion pro
forma for proposed offering) and a proven barrel of oil
equivalent ($4.38 per BOE pro forma for acquisitions and bond
offering) basis is high for the rating. Fitch expects these
measures to improve in the intermediate term from any internally
generated cash flow and through an equity-related transaction in
the future.

Chesapeake is an Oklahoma City-based company whose primary focus
is the exploration, production and development of natural gas.
Chesapeake began operations in 1989 and completed its initial
public offering in 1993. Its proved reserves are predominantly
natural gas (91%), mostly proved developed (71%), and are based
in North America. Its operations are concentrated in the Mid-
Continent (86% of assets and 75% of production), the Gulf Coast
and the Permian Basin. The company has been active in increasing
its natural gas reserve base by making acquisitions within its
core areas of operation as well as through the drillbit.


CHESAPEAKE ENERGY: Commences Private Offering of $250MM 9% Notes
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a private
offering of $250 million senior notes due 2012, which will carry
an interest rate coupon of 9.0%.  The senior notes were priced
at 98.389% to yield 9.25%.  The senior notes being sold by
Chesapeake will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.  The senior notes will be eligible
for trading under Rule 144A.

Closing of the senior notes offering is expected to occur on
August 12, 2002, and is subject to satisfaction of customary
closing conditions.  The net proceeds from this offering will be
used for funding three pending acquisitions totaling $132
million and to repay bank debt recently incurred to purchase $43
million of senior notes due in 2004 and to purchase $38 million
of natural gas properties in Oklahoma from The Williams
Companies.  Remaining net proceeds will be used for general
corporate purposes, including the possible funding of future
acquisitions.

Chesapeake Energy Corporation is one of the 10 largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.  
The company's Internet address is http://www.chkenergy.com

Chesapeake Energy Corp's 8.5% bonds due 2012 (CHK12USR1),
DebtTraders says, are trading at 99 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHK12USR1for  
real-time bond pricing.


COEUR D'ALENE: Posts $11 Million Net Loss for Second Quarter
------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE:CDE), reported results for
the second quarter ended June 30, 2002:

                   2002 Second Quarter Highlights

     --  Generated positive cash flow from operating activities  

     --  Commenced production at new, low-cost Cerro Bayo  
         (Chile) and Martha (Argentina) mines  

     --  Produced a record 3.3 million ounces of silver during
         the quarter and 6.2 million ounces of silver during the
         first six months of 2002 -- 28% and 19% higher than the
         comparable periods last year, respectively  

     --  Achieved consolidated silver cash costs of $3.34 per
         ounce during the second quarter, compared to $3.75 per  
         ounce in last year's second quarter and $3.85 per ounce
         during the first quarter of this year  

     --  Increased percentage of total revenues derived from
         silver to 63%, up from 56% during last year's second
         quarter  

     --  Retired 6% Debentures and secured $16.0 million of new
         financing  

     --  Met all New York Stock Exchange listing requirements  

Dennis E. Wheeler, Chairman, President, and Chief Executive
Officer, said, "The end of the second quarter marked the
beginning of the 'New Coeur.' For the full year, we remain on
track to produce a record 15.0 million ounces of silver,
representing a 40% increase over last year, at a consolidated
average cash cost of approximately $2.95 per ounce. Our new
generation of low-cost mines, Cerro Bayo and Martha, were
successfully brought on-stream by our operations group during
the quarter. These mines will fuel continued decreases in our
operating costs and will generate considerable positive cash
flow throughout the remainder of the year. In addition, we
continue to experience significant silver production and reduced
cash costs at our existing operations in Nevada and Idaho.
Second quarter company-wide cash costs were 13% lower than the
first quarter and we expect continued reduction in our cash
costs throughout the remainder of the year. Our balance sheet
has been strengthened, providing us with improved financial and
strategic flexibility going forward. With improving silver and
gold prices, continued reductions in our operating costs,
dramatic silver production growth, and substantial exploration
potential near our existing operations, we remain enthusiastic
about our future."

                        Financial Summary

For the second quarter, Coeur d'Alene Mines Corporation
(NYSE:CDE) generated $0.1 million of positive cash flow from
operations compared with negative cash flow from operations of
$10.0 million in the second quarter of 2001 and negative cash
flow of $5.5 million in the first quarter of 2002. For the first
six months of 2002, Coeur reported negative cash flow from
operations of $5.4 million compared to negative cash flow from
operations of $16.0 million for the first six months of 2001.

For the quarter, Coeur preliminarily reports a net loss of $10.9
million. This compares to a net loss during the second quarter
of 2001 of $3.6 million. For the first six months of 2002, Coeur
preliminarily reports a net loss of $22.8 million. This compares
to a net loss of $11.7 million for the first six months of 2001.

The above net loss amounts may be required to be adjusted prior
to finalization of Coeur's financial statements as a result of a
possible accounting change that may be announced by FASB.

The Company has recently learned that the accounting for any
conversion of convertible debt on terms other than the original
conversion terms is currently being rediscussed by FASB and
additional clarification is expected shortly. The result may be
that the Company will have to adjust, possibly retroactively,
the determination of its debt extinguishment gains and losses
prior to issuing the Company's Form 10 Q for the second quarter
of 2002. If an adjustment is necessary, it would likely
substantially increase reported debt extinguishment expense.
However, it is not expected the adjustment would materially
affect Coeur's shareholders' equity.

The increase in cash flow is primarily due to the following
factors:


     --  Increased silver production -- Coeur increased its
silver production 28% during the second quarter to a record 3.3
million ounces. During the quarter, silver production from Coeur
Silver Valley increased 34%, while silver production from
Coeur's Rochester mine increased 10% over 2001 second quarter
levels.  

     --  Lower operating costs -- Overall silver cash costs for
the second quarter decreased to $3.34 per ounce, down from $3.75
per ounce during the second quarter of 2001 and a significant
reduction from 2002 first quarter's cash costs of $3.85 per
ounce. Rochester's cash costs were reduced 24% to $2.81 per
ounce during the second quarter compared to the first quarter.
The second quarter cash costs per ounce reflect the Company's
adoption of the Gold Institute standard for calculating cash
costs per ounce treating gold as a by-product. This calculation
reduces cash costs by the revenue generated by gold as a by-
product. The prior periods have been calculated to show the
comparable cash costs per ounce using this method.  

     --  Higher metals prices -- During the second quarter,
Coeur sold its silver production at an average price of $4.82
per ounce compared to an average realized price during the
second quarter of 2001 of $4.37 per ounce. For its gold
production, Coeur realized an average price of $304 per ounce
during the second quarter compared to an average gold price of
$273 per ounce during the same period last year.  

In June 2002, Coeur secured $16.0 million of financing by
issuing Series II 13.375% Convertible Senior Subordinated Notes.
The proceeds were used to repay the remaining 6% Convertible
Subordinated Debentures that matured on June 10, 2002 as well as
for general working capital purposes. At June 30, 2002, working
capital was $46.7 million, compared with $28.6 million at the
end of 2001 and $26.3 million at March 31, 2002. Cash, cash
equivalents, and short-term investments (excluding restricted
investments) totaled $12.7 million at the end of the second
quarter compared to $10.7 million at the end of the first
quarter.

Coeur d'Alene Mines Corporation is the country's largest silver
producer, as well as a significant, low-cost producer of gold.
The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                         *    *    *

As previously reported, Coeur d'Alene Mines Corporation advised
the firm of Arthur Andersen LLP that Arthur Andersen LLP would
no longer serve as the Company's independent accounting firm.
Arthur Andersen LLP had served in that capacity since October
1999. The Company's determination reflected the fact that on
June 15, 2002, the Securities and Exchange Commission announced
that Arthur Andersen LLP had informed the Commission that it
will cease practicing before the Commission by August 31, 2002.

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


COHO ENERGY: Court Okays Sale of Oil & Gas Properties for $222MM
----------------------------------------------------------------
Coho Energy, Inc., (OTCBB:CHOH) announced that on August 6, 2002
the U.S. Bankruptcy Court in Dallas approved the sale of
essentially all of its oil and gas properties for an aggregate
sales price of $222.8 million. The sale price for Coho Energy's
oil and gas properties located in Oklahoma and Red River County,
Texas to Citation Oil & Gas Corp., was approved in the amount of
$172.5 million, an increase of $7 million over the original bid
amount. The sale of Coho Energy's oil and gas properties located
in Mississippi and Navarro County, Texas to Denbury Resources,
Inc., was approved at the original bid amount of $50.3 million.
In connection with the sales, Coho Energy is seeking to assign
certain related contracts and leases to Citation and Denbury.

The property sales are scheduled to be completed on August 29,
2002, subject to completion of title and environmental reviews.
The claims of creditors of Coho Energy who have liens against
properties sold to Citation and Denbury will attach to the sale
proceeds paid to Coho Energy at closing. Those creditors will
receive payments on allowed claims in accordance with future
orders of the Bankruptcy Court.

Since the estimated claims of Coho Energy's creditors in its
bankruptcy proceedings aggregate in excess of $335 million, it
is unlikely that Coho Energy's shareholders will receive any
distribution upon liquidation of the company. Coho Energy
intends to file a plan of liquidation following the closing of
the sales to Citation and Denbury. Creditors with allowed claims
that do not attach to the sale proceeds will receive
distributions pursuant to Coho Energy's plan of liquidation
after approval by the Bankruptcy Court.


CONSECO INC: Fitch Downgrades All Related Corporate Ratings
-----------------------------------------------------------
Fitch Ratings has lowered the corporate ratings of Conseco Inc.  
All Conseco-related corporate ratings (including Conseco Finance
Corp.) are placed on Rating Watch Negative.

The downgrade of Conseco's corporate fixed income ratings
reflect increased uncertainty over Conseco's ability to meet its
debt repayment schedule over the next six months. The upcoming
debt maturities as of March 31, 2002 are as follows:
approximately $200 million optional bank repayment due September
30, 2002, approximately $300 million public debt due October 15,
2002 and approximately $300 million public debt due mid-February
2003. Conseco has executed several asset sales and reinsurance
transactions over the last several months to fund debt
repayments. Fitch believes the company will require additional
asset sales or other cash raising transactions. These efforts
will be challenging given the difficult economic environment and
the company's limited financial flexibility. The Rating Watch
Negative reflects these challenges as well as the potential
earnings and capital impact of poorly performing investment
markets.

With this action, Fitch has equalized the ratings of the senior
debt issued in the recent exchange offering with the existing
senior debt. Although the existing debt is structurally
subordinated to the exchange debt, Fitch believes there is not a
material difference in credit quality given the current company
fundamentals. Insurer financial strength ratings were placed on
Rating Watch Negative reflecting continued downward rating
pressure from problems at the holding company. However, Fitch
believes the insurance companies have good capital adequacy and
liquidity. Conseco Variable Insurance Company (Conseco Variable)
remains on Rating Watch Evolving pending completion of its sale
to inviva Inc.

            All ratings placed on Rating Watch

                       Conseco Inc.

--Long-term rating, lowered to 'CCC' from 'B-', Negative;

--Senior debt issues lowered to 'CCC from 'B-', Negative;
  
      * 8.50% senior notes due 2003

      * 6.40% senior notes due 2004

      * 8.75% senior notes due 2006

      * 6.80% senior notes due 2007

      * 9.00% senior notes due 2008

      * 10.75% senior notes due 2009

--Senior debt issues downgraded to 'CCC' from 'CCC+', Negative;

      * 8.50% senior notes due 2002

      * 6.40% senior notes due 2003

      * 8.75% senior notes due 2004

      * 6.80% senior notes due 2005

      * 9.00% senior notes due 2006

      * 10.75% senior notes due 2008

--Preferred stock, lowered to 'CC' from 'CCC', Negative

--Short-term rating, lowered to 'C' from 'B', Negative;

--Commercial paper rating, lowered to 'C' from 'B', Negative;.

            Conseco Financing Trust I-VII

--Preferred securities, lowered to 'CC' from 'CCC', Negative.

            Insurer Financial Strength

--Bankers Life & Casualty Co., 'BB', Negative;

--Conseco Annuity Assurance Co., 'BB', Negative;

--Conseco Direct Life Insurance Co., 'BB', Negative;

--Conseco Health Insurance Co., 'BB', Negative;

--Conseco Life Insurance Co., 'BB', Negative;

--Conseco Life Insurance Co. of New York, 'BB', Negative;

--Conseco Medical Insurance Co., 'BB', Negative;

--Conseco Senior Health Insurance Co., 'BB', Negative;

--Conseco Variable Insurance Co., 'BB', Evolving;

--Pioneer Life Insurance Co., 'BB', Negative.

               Conseco Finance Corp.

--Senior debt rating 'CCC', Negative;

--Short-term rating 'C', Negative.

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


CORRECTIONS CORP: Second Quarter Net Loss Widens to $31 Million
---------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) announced its
operating results for the three and six month periods ended June
30, 2002.

For the second quarter of 2002, the Company reported a net loss
available to common stockholders of $31.4 million compared with
a net loss available to common stockholders of $4.5 million for
the second quarter of 2001.

For the six months ended June 30, 2002, the Company reported a
net loss available to common stockholders of $77.7 million
compared with a net loss available to common stockholders of
$14.6 million for the comparable prior year period.

Results for the second quarter and six months ended June 30,
2002, include the effects of an extraordinary charge of $36.7
million associated with the Company's refinancing of its senior
indebtedness.

The per diluted share effect of this charge amounted to $1.14
for the three months ended June 30, 2002, and $1.03 for the six
months ended June 30, 2002. Excluding the effect of the
extraordinary charge, the Company generated net income available
to common stockholders of $5.3 million for the three months
ended June 30, 2002.

Results for the six months ended June 30, 2002, also include the
effect of a non-cash charge of $80.3 million for the cumulative
effect of a change in accounting for goodwill in accordance with
Statement of Financial Accounting Standards No. 142 ("SFAS 142")
and a one-time cash income tax benefit of $32.2 million
resulting from an income tax change that was signed into law in
March.

Excluding these transactions, and the effect of the
aforementioned extraordinary charge, for the six months ended
June 30, 2002, the Company generated net income available to
common stockholders of $7.0 million.

Cash flow from operations continued to improve, with the Company
generating adjusted free cash flow of $18.5 million during the
second quarter of 2002, compared with $16.2 million during the
second quarter of 2001, representing an 11.3% increase in the
adjusted free cash flow per diluted share results.  The
improvement in adjusted free cash flow was largely due to cash
interest savings partially offset by an increase in income tax
payments.  The cash interest savings were due to significant
repayments of debt during 2001, combined with lower interest
rates primarily resulting from our successful refinancing.  
Income tax payments increased for taxes due in the Commonwealth
of Puerto Rico.

Consolidated revenues for the second quarter of 2002 amounted to
$243.3 million, compared with $239.9 million for the second
quarter of 2001. Consolidated EBITDA for the second quarter of
2002 was $46.6 million, compared with $48.1 million for the
second quarter of 2001.  Average compensated occupancy for the
second quarter of 2002 was 89.2%, compared with 89.3% for
the second quarter of 2001.

Commenting on the second quarter results, President and CEO John
Ferguson stated, "The Company generated solid operating results
during our fiscal second quarter.  Adjusted free cash flow per
diluted share increased 11.3% over the comparable prior year
period, and we generated an operating profit prior to the
extraordinary charge related to our successful refinancing.  As
a result of the refinancing, the Company is now in a positive
working capital position."

                        Debt Refinancing

As previously disclosed, the Company completed a comprehensive
refinancing of its senior debt in May of 2002.  The new
financing consists of a senior secured bank credit facility in
the aggregate amount of $715 million, which includes a revolving
credit facility of up to $75 million with a term of four years,
a $75 million term loan A with a maturity of four years, and a
$565 million term loan B with a maturity of six years.  All
borrowings under the new senior secured bank credit facility
initially bear interest at a base rate plus 2.5%, or LIBOR plus
3.5%, at the Company's option.  The refinancing also included
the purchase of substantially all of the Company's existing $100
million 12% senior notes, and the issuance of $250 million of
seven-year senior notes at 9.875%.

As a result of this refinancing and the related early
extinguishment of the existing senior secured bank credit
facility and senior notes, the Company recorded an extraordinary
loss of approximately $36.7 million during the second quarter,
which included the write-off of existing deferred loan costs,
certain bank fees paid, premiums paid to redeem the 12% senior
notes, and certain other costs associated with the refinancing.

                     Discontinued Operations

As a result of the previously announced termination of the
contracts to manage the Ponce Young Adult Correctional Facility
and the Ponce Adult Correctional Facility on May 4, 2002, and
the sale of the Company's interest in a juvenile facility on
June 28, 2002, in accordance with Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," the Company has reported the
operating results of these facilities as discontinued operations
for the three and six months ended June 30, 2002 and 2001.

                   Operating EBITDA/Liquidity

EBITDA for the quarter amounted to $46.6 million, while debt
service cost for the quarter, excluding non-cash items and costs
associated with the refinancing, amounted to approximately $24.7
million.  At June 30, 2002, the Company had cash on hand of
approximately $65.8 million and $61.2 million available under a
$75 million working capital line of credit.

Consolidated EBITDA for the second quarter of 2002 was $46.6
million, compared with $48.1 million for the second quarter of
2001.  EBITDA for the prior year included the operating results
of the Company's Pamlico Correctional Facility, which was sold
on June 28, 2001.  The sale of this facility, which had been
leased to a governmental agency, was the primary reason for the
decline in EBITDA from the prior year.

Operating margins increased slightly to $11.27 per compensated
man-day in the second quarter of 2002 from $10.98 per
compensated man-day in the prior year.  The operating margin
ratio remained essentially unchanged at 22.8% compared with
22.9% in the prior year.

                      Contract Update

As previously announced, on May 7, 2002, the Company received
notice from the Commonwealth of Puerto Rico terminating the
Company's contract to manage the 1,000-bed medium security
Guayama Correctional Center.  This followed a prior notice from
the Commonwealth of Puerto Rico terminating our contracts to
manage the Ponce Adult Correctional Facility and the Ponce Young
Adult Correctional Facility.  Operations of both Ponce
facilities were transferred to the Commonwealth of Puerto Rico
on May 4, 2002.  Operations of the Guayama Correctional Center
were transferred to the Commonwealth of Puerto Rico on August 6,
2002.

On May 30, 2002, the Company announced a contract award from the
Federal Bureau of Prisons to house 1,500 federal detainees at
the Company's McRae Correctional Facility located in McRae,
Georgia.  The initial term of the contract is for three years
and includes seven one-year renewal options. Under the
provisions of the award, the Company could earn revenues of up
to approximately $109 million in the first three years of the
contract.  The contract with the BOP guarantees at least 95%
occupancy on a take-or-pay basis, and is expected to commence
late in the fourth quarter of 2002.

"Although we were disappointed with the loss of the contracts in
Puerto Rico," Ferguson stated, "we nevertheless remain
encouraged regarding the overall environment for private
correctional services.  While the budget difficulties that
affect almost every governmental entity present short-term
challenges with respect to per-diem rates, the fact remains that
these governmental entities are also constrained with respect to
funds available for prison construction.  We expect little in
the way of new prison construction while inmate populations
should continue to rise.  This demand should lead to higher
occupancies and greater profitability for the Company going
forward."

The Company is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states.  The Company currently owns
40 correctional, detention and juvenile facilities, three of
which are leased to other operators, and one additional facility
which is not yet in operation.  The Company currently operates
61 facilities (including the McRae, Georgia facility which is
anticipated to commence full operations during the fourth
quarter of 2002), including 37 company-owned facilities, with a
total design capacity of approximately 60,000 beds in 21 states
and the District of Columbia.  The Company specializes in  
owning, operating and managing prisons and other correctional
facilities and providing inmate residential and prisoner
transportation services for governmental agencies.  In addition
to providing the fundamental residential services relating to
inmates, the Company's facilities offer a variety of
rehabilitation and educational programs, including basic
education, life skills and employment training and substance
abuse treatment.  These services are intended to reduce
recidivism and to prepare inmates for their successful
re-entry into society upon their release.  The Company also
provides health care (including medical, dental and psychiatric
services), food services and work and recreational programs.

                        *    *    *

As reported in Troubled Company Reporter's May 10, 2002 edition,
Standard & Poor's removed the corporate credit rating on
correctional services provider, Corrections Corp. of America,
from CreditWatch with positive implications, and raised the
rating to 'B+' from 'B'.

In addition, the 'CCC+' rating on the company's 12% senior notes
and 'B' rating on its $869.4 million credit facility were
withdrawn. The outlook on Nashville, Tennessee-based CCA is
stable. The rating actions followed the completion of CCA's
refinancing, relieving the company of onerous near-term debt.

The ratings on CCA reflect the company's high debt leverage,
somewhat mitigated by its leading position in the correctional
facility management and construction businesses and improved
liquidity stemming from the terming-out of its debt maturities.


DADE BEHRING: Seeks Okay to Hire Kirkland & Ellis as Attorneys
--------------------------------------------------------------
Dade Behring Holdings, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern
District of Illinois to retain Kirkland & Ellis as their
bankruptcy attorneys, nunc pro tunc to the Petition Date.

Dade Behring tells the Court that one of the reasons it chose
Kirkland & Ellis is because of the firm's ability to respond to
all issues that may arise in these cases -- including issues
related to international insolvency law.

Kirkland & Ellis will:

     a) advise the Debtors with respect to their powers and
        duties as debtors in possession in the continued
        management and operation of their business and
        properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any action
        commences against the Debtors are involved, and
        objections to claims filed against the estates;

     d) prepare on behalf of the Debtors all motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estates;

     e) negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement and all related
        agreements or documents, and take any necessary action
        on behalf of the Debtors to obtain confirmation of such
        plan;

     f) represent the Debtors in connection with obtaining post
        petition loans;

     g) advise the Debtors in connection with any potential sale
        of assets;

     h) appear before this Court, any appellate courts, and the
        United States Trustee and protect the interests of the
        Debtors' estates before such Courts and the United
        States Trustee;

     i) consult with the Debtors regarding tax matters; and

     j) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with these Chapter 11 cases.

Kirkland & Ellis received approximately $4,967,621 for its
prepetition services between August 1, 2001 and August 1, 2002.
The Debtors will pay Kirkland & Ellis for post-petition services
at the Firm's [undisclosed] customary hourly rates.

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


ENRON: Court Okays Protocol for Sharing Examiner's Documents
------------------------------------------------------------
Enron Corporation, its debtor-affiliates, the Official Committee
of Unsecured Creditors and Enron Corporation Examiner Neal
Batson, Esq., are parties to a Court-approved Stipulation that
would allow the sharing of the Examiner's documents.

The Debtors and the Committee wanted to coordinate and cooperate
with the Examiner as he discharges his duties, in an effort to
minimize the time and cost to the Debtors' estates in the
Examiner's fulfillment of his duties.  The parties thus agree,
among others, that:

  (a) Each of the Debtors and the Committee and their
      respective outside professionals may share with the
      Examiner documents, as defined in Rule 7034 of the
      Federal Rules of Bankruptcy Procedure, and legal opinions
      that may be subject to a privilege or other protection
      from discovery, including the attorney-client privilege
      or the work product doctrine.  Any Shared Material that
      consists of documents shall be clearly designated by
      stamping them "Documents shared pursuant to Stipulation
      of July 3, 2002.  Do not disclose to anyone except
      pursuant to the terms of the foregoing Stipulation;"

  (b) Each of the Debtors and the Committee and their outside
      professionals reserves the right to determine for the
      Shared Material that will be provided to the Examiner;

  (c) The sharing of materials is not obligatory and the
      provision of Shared Material is voluntary. The provision
      of Shared Material to the Examiner or his professionals
      shall not constitute grounds for any objection to the
      Examiner's Investigation or his selection of
      professionals to assist him;

  (d) Neither the Debtors nor the Committee, nor their
      respective outside professionals, intend to waive, in
      whole or part, the attorney-client privilege, work-
      product doctrine or any other privilege, right or
      immunity that the Debtors or the Committee may be
      entitled to claim or invoke;

  (e) Shared Material provided to the Examiner shall be held in
      strict confidence  by the Examiner.  The Examiner agrees
      he will not provide Shared Material to any person except
      as required by applicable law, regulation or legal
      process.  The Shared Material, however, may be provided
      to:

          (i) accountants, attorneys, experts, consultants,
              support staff, and representatives and agents of
              the Examiner; and

         (ii) any person or entity authorized in writing to
              receive Shared Material by the Party producing
              same.  Nothing in the Stipulation shall prohibit
              the Examiner or his professionals from using or
              disclosing in any manner any factual information
              contained within the Shared Material.  The
              treatment of the legal opinions shall not preclude
              the Examiner from reaching any conclusion or
              opinion, consistent or inconsistent with, in
              connection with the Examiner's Investigation, nor
              shall it preclude the Examiner from disclosing any
              opinion or conclusion the Examiner may reach;

  (f) The Debtors and the Committee are not prohibited,
      restricted or limited from providing or disclosing to any
      other person or entity, without notice and at the sole
      discretion of each, the Shared Material or information
      contained in Shared Material that they have provided to
      the Examiner;

  (g) The Examiner may challenge the propriety of the
      designation of any materials marked as Shared Material.
      If the Examiner desires to challenge a Shared Material
      designation, he will file an application with the Court,
      in camera, challenging the Shared Material designation of
      documents provided hereunder.  The Party who produced the
      documents and made the designation shall have 10
      business days to either remove the designation or oppose
      the Examiner's application; and

  (h) The Stipulation applies only to documents created on or
      after December 2, 2001. (Enron Bankruptcy News, Issue No.
      38; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


FAIRPOINT COMMS: June 30 Balance Sheet Upside-Down by $135 Mill.
----------------------------------------------------------------
FairPoint Communications, Inc., announced its financial results
for the six-month period ended June 30, 2002 and its second-
quarter results for the three-month period ended June 30, 2002.

Highlights of FairPoint's financial results from continuing
operations include:

    * Consolidated revenues increased 0.4 percent to $115.2
million compared to the comparable six-month period ended June
30, 2001.

    * Consolidated EBITDA was $60.3 million, a $2.5 million
decrease compared to the six-month period ended June 30, 2001
after recording a $1.9 million bad debt reserve and a $5.6
million asset write down. Excluding the effect of the asset
write down expense, the consolidated EBITDA from continuing
operations was $65.9 million, a 5.0 percent increase.

    * RLEC EBITDA was $65.3 million, a $3.0 million increase
compared to the six-month period ended June 30, 2001, after
recording the $1.9 million bad debt reserve expense.

    * Consolidated revenues decreased 1.8 percent to $56.8
million for the three-month period ended June 30, 2002, while
RLEC revenues remained unchanged at $55.7 million.

    * RLEC EBITDA was $31.0 million, a 2.1 percent increase for
the three-month period ended June 30, 2002 compared to the same
period in 2001.

    Results for the six month period ended June 30, 2002

FairPoint reported consolidated revenues from continuing
operations of $115.2 million, a 0.4 percent increase compared to
$114.7 million for the six months ended June 30, 2001.  The
rural local exchange carrier companies' revenues of $110.7
million were unchanged from the same period in 2001.  The
Company's Carrier Services group, a provider of wholesale long
distance services, reported revenues of $4.5 million, a 9.8
percent increase compared to $4.1 million for the same period in
2001.

Consolidated earnings before interest, taxes, depreciation and
amortization, and non-cash stock-based compensation (EBITDA)
from continuing operations was $60.3 million for the six-month
period ended June 30, 2002 compared to $62.8 million for the
same period in 2001.   RLEC EBITDA was $65.3 million, a 4.8
percent increase from  $62.3 million for the same period
in 2001.  The Carrier Services group reported EBITDA of $0.6
million in the first six months of 2002, an increase of $0.2
million compared to the same period in 2001.

The consolidated EBITDA from continuing operations was
negatively impacted by:

     (i) A $1.9 million bad debt reserve for amounts due from an
inter-exchange carrier, which recently filed for bankruptcy
protection; and

    (ii) A $5.6 million asset write down in value of marketable
securities on the shares held in ChoiceOne Communications Inc.,
by FairPoint Communication Solutions Corp.

These two expenses were recorded in the second-quarter ended
June 30, 2002.  The consolidated EBITDA from continuing
operations adjusted for the asset write down was $65.9 million,
a 5.0 percent increase over the six-month period ended June 30,
2001.

FairPoint reported a consolidated net loss from continuing
operations of $1.7 million compared to a $9.6 million loss for
the same period in 2001. Contributing to the year over year
improvement was a reduction in interest expense and the Company
has also implemented SFAS 142, Goodwill and Other Intangible
Assets, and has discontinued the amortization of goodwill
resulting in a decrease in amortization expense of $6.1 million
for the six months ended June 30, 2002, compared to the same
period in 2001.

FairPoint Communications, Inc.'s June 30, 2002, balance sheet
shows a working capital deficit of about $17 million, and a
total shareholders' equity deficit of about $135 million.

In November 2001, the Company decided to discontinue the CLEC
operations of its wholly owned subsidiary, FairPoint
Communications Solutions Corp.  In December 2001, the Company
completed the sale of certain of its Northwest CLEC assets to
Advanced Telcom, Inc., and the sale of certain of its Northeast
assets to Choice One Communications Inc. and certain of Choice
One's affiliates.  As a result of these transactions and the
transition of all FairPoint Solutions customers to other service
providers, FairPoint Solutions completed the disposition of its
CLEC operations in April 2002.  The operating results of
FairPoint Solutions CLEC operations are presented in FairPoint's
financial statements as discontinued operations.

In May 2002, FairPoint Solutions entered into a debt restructure
agreement with its lender group.  The debt restructure agreement
provided for:

      (i) A $5 million payment to satisfy $7.0 million of
outstanding debt;

     (ii) The conversion of approximately $93.9 million of loans
into the Company's Series A Preferred Stock; and

    (iii) The remaining loans and obligations were converted to
$27.9 million of new term loans.

Additional details of the debt restructure agreement are
outlined in the Company's first quarter SEC Form 10-Q filed May
14, 2002.  This report may be obtained through the Company's web
site, http://www.fairpoint.comunder Investor
Relations / SEC Filings.

        Results for the second quarter ended June 30, 2002

FairPoint reported second-quarter consolidated revenues from
continuing operations of $56.8 million, a 1.7 percent decrease
compared to $57.8 million for the three months ended June 30,
2001.  The RLEC companies reported revenues of $55.7 million,
unchanged from the year-ago period.  The Carrier Services group
reported revenues of $1.1 million, a decrease of $1.1 million
from a year ago.  This decrease was attributed to the loss of
customers as a result of an increase in an underlying carrier's
rates during the first-quarter 2002.

Consolidated earnings before interest, taxes, depreciation and
amortization, and non-cash stock-based compensation (EBITDA)
from continuing operations were $25.5 million in the second-
quarter 2002, a 16.7 percent decrease from $30.6 million for the
same period in 2001. The consolidated EBITDA from continuing
operations after adjusting for the write down of marketable
securities was $31.1 million, a 1.6 percent increase over the
three-month period ended June 30, 2001.

RLEC EBITDA was $31.0 million, a 2.1 percent increase from $30.4
million for the same period in 2001.  The Carrier Services group
reported EBITDA of $0.1 million in the second-quarter of 2002, a
decrease of $0.1 million for the same period in 2001.

FairPoint reported a consolidated net loss from continuing
operations after taxes of $7.2 million in the second-quarter
2002 compared with a loss of $3.2 million for the same period in
2001.

FairPoint Communications, Inc., is one of the leading providers
of telecommunications services to rural communities across the
country. Incorporated in 1991, the Company's mission is to
acquire and operate telecommunications companies that set the
standard of excellence for the delivery of service to rural
communities.  Today, FairPoint owns and operates 29 rural local
exchange companies located in 18 states.  The Company serves
customers with more than 245,000 access lines and offers an
array of services including local voice, long distance, data and
Internet.


FLEMING COS.: Declares Quarterly Dividend Payable on December 10
----------------------------------------------------------------
Fleming Companies, Inc., (NYSE: FLM) declared a quarterly
dividend of two cents per share of common stock, payable
December 10, 2002, to shareholders of record on November 20,
2002.

With its national, multi-tier supply chain network, Fleming is
the #1 supplier of consumer package goods to retailers of all
sizes and formats in the United States.  Fleming serves nearly
50,000 retail locations, including supermarkets, convenience
stores, supercenters, discount stores, concessions, limited
assortment, drug, specialty, casinos, gift shops, military
commissaries and exchanges, and more.  In addition, Fleming is
the nation's leading distributor to Hispanic markets.  Fleming
also has a growing presence in value retailing, operating 110
stores under the Food4Less and Rainbow Foods banners and 17
stores under the Yes!Less banner.  To learn more about Fleming,
visit its Web site at http://www.fleming.com.

                         *    *    *

As reported in Troubled Company Reporter's June 24, 2002,
edition, Standard & Poor's affirmed its double-'B' corporate
credit rating on Fleming Cos. Inc., and raised its rating on
Core-Mark International Inc.'s subordinated debt to single-'B'-
plus (Fleming's level) from single-'B' following the completion
of Fleming's acquisition of Core-Mark.

The subordinated debt rating on Core-Mark was also removed from
CreditWatch and the double-'B'-minus corporate credit rating on
the company was withdrawn. The outlook on Fleming is negative.
Lewisville, Texas-based Fleming had $2.2 billion total debt
outstanding as of April 20, 2002.


FOAMEX INT'L: Will Host Investor Conference Call on Tuesday
-----------------------------------------------------------
Foamex International Inc., (Nasdaq: FMXI) will host a dial-in
conference call on Tuesday, August 13, 2002 at 10:00 a.m. (EDT),
to discuss Foamex's 2002 second quarter results. Individuals can
access the call by dialing 888-458-9977 (U.S. and Canada) and
712-271-3820 (International).

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

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


FRUIT OF THE LOOM: Trust Wants to Auction 6 Non-Operating Assets
----------------------------------------------------------------
Fruit of the Loom, Ltd.'s Liquidation Trust asks Judge Walsh's
permission to auction these Non-Operating Real Properties:

Location                     Address                 Description
-------------------          ----------------------  -----------
Aliceville, Alabama          315 Alabama Street, SW  Cotton Mill
Winfield, Alabama            135 Mallard Road        Cotton Mill
Jacksonville, Alabama        404 Alexandria Road, NW Yarns Mill
Frankfort, Kentucky          Rte 3 $ Hey 421 S       Industrial
St. Martinville, Louisiana   261 Main Highway      Manufacturing
Trois Rivieres, Quebec       3200 Cumberland Street  Industrial

Risa M. Rosenberg, Esq., at Milbank, Tweed, Hadley & McCloy,
informs the Court that the Non-Operating Real Properties have
been idle for over a year.  Before the Effective Date, Fruit of
the Loom marketed each of the properties through its network of
potential purchasers, the independent real estate broker
community, and through local, regional and state economic
development agencies.  On May 18, 2001, Fruit of the Loom
obtained the Court's approval for an auction of some of the Non-
Operating Real Properties.  Unfortunately, that auction did not
result in acceptable bids for these properties.  In each
instance, the Debtors' and FOL Trust's marketing efforts did not
yield any offers to purchase or otherwise acquire the properties
in a manner that would maximize their value.

FOL Trust estimates that the aggregate annual holding costs
associated with the Non-Operating Real Properties is $3,500,000,
which consists of costs for:

    -- minimal utility services,
    -- property taxes,
    -- maintenance,
    -- site security, and
    -- insurance for each property.

Holding the facilities through the traditional marketing period
for similar industrial properties, estimated to be 18-24 months,
would therefore cost the FOL Trust $5,250,000 to $7,000,000.  
However, in light of the previous unsuccessful marketing
efforts, which included a traditional sales approach, there is
no assurance that the FOL Trust would ultimately consummate
sales transactions for each of the properties.

Ms. Rosenberg points out that the Auction and Bidding Procedures
mandate that a hearing be scheduled before this Court as soon as
is practicable following the auction of the last Non-Operating
Real Property, but no later than the first scheduled omnibus
hearing following the auction.  The hearing will confirm the
Trust's compliance with the Auction and Bidding Procedures and
each winning bidder -- or second bidder as the case may be -- as
the purchaser.  The sale and transfer of each Non-Operating Real
Property, free and clear of all interests, liens, claims, and
encumbrances pursuant to section 363(f) of the Bankruptcy Code,
will be also be tackled at the hearing.

As a part of its efforts to liquidate assets consistent with the
terms of the Plan, FOL Trust has determined that the prompt sale
of the Non-Operating Real Properties would best maximize value
for the benefit of the creditors and the estates.  Given the
lackluster results of the Debtor's marketing efforts before the
Effective Date, FOL Trust contends that marketing and selling
the non-operating Real Properties in accordance with the Auction
and Bidding Procedures will yield the highest possible price for
the properties and is the most expeditious manner for their
liquidation.  FOL Trust informs the Court that the sale of the
Non-Operating Real Properties pursuant to the Auction and
Bidding Procedures represents a sound and reasonable exercise of
its business judgment.

The salient terms of the Auction and Bidding Procedures are:

    -- Bidders must send the original set of the Required Bid
       Documents, including the Deposit, to the FOL Trust
       Auctioneer so it is received by the September 30, 2002,
       4:00 P.M. EST Bid Deadline;

    -- The address of the Auctioneer is:

       FOL Trust Auctioneer
       Keen Realty, LLC
       60 Cutter Mill Road, Suite 407
       Great Neck, New York 11201-3104

    -- A copy of the Required Bid Documents must also be sent
       to:

       Milbank, Tweed, Hadley & McCloy LLP
       Attn: Risa Rosenberg, Esq.
       1 Chase Manhattan Plaza, 56th Floor
       New York, New York 10005;

       and

       Avidity Partners, LLC as Trustee for FOL Trust
       Attn: John Ray
       280 Shuman Boulevard, Suite 170
       Naperville, Illinois 60563

    -- Unless waived by FOL Trust, only bidders that have
       submitted qualified bids by the bid deadline shall be
       eligible to participate in the auction.  An auction will
       be held and will be open only to Qualified Bidders.

    -- If there are questions regarding the procedures,
       please contact Keen's on-site staff or call Keen at
       (816) 482-2700. (Fruit of the Loom Bankruptcy News, Issue
       No. 58; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)   


GENSYM CORP: Laurence Lytton Discloses 6.8% Equity Stake
--------------------------------------------------------
Laurence W. Lytton of Scarsdale, NY beneficially owns 443,275
shares of the common stock of Gensym Corporation, representing
6.8% of the outstanding common stock of Gensym.  Mr. Lytton
holds sole power to vote or to direct the vote of, and sole
power to dispose or to direct the disposition of  the 443,275
shares held.

Gensym Corporation -- http://www.gensym.com-- is a provider of  
software products and services that enable organizations to
automate aspects of their operations that have historically
required the direct attention of human experts. Gensym's product
and service offerings are all based on or relate to Gensym's
flagship product G2, which can emulate the reasoning of human
experts as they assess, diagnose, and respond to unusual
operating situations or as they seek to optimize operations.

At March 31, 2002, Gensym Corp.'s balance sheet shows a working
capital deficit of about $1.2 million. Its total shareholders'
equity swings-up to $37,000 from a deficit of $436,000 at
December 31, 2001.


GLENOIT CORP: Court Sets Disclosure Statement Hearing for Aug 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing to consider the adequacy of the Disclosure
Statement prepared by Glenoit Corporation and its debtor-
affiliates' in support of the Debtors' First Amended Joint Plan
of Reorganization.

The hearing will be held in Chicago, Illinois on August 27, 2002
at 2:00 p.m. prevailing central time before The Honorable Ronald
A. Barliant in the United States Court House, Court Room 742,
219 South Dearborn Street, Chicago, Illinois 60604.

Written objections to the Disclosure Statement, to be deemed
timely-filed, must be in by August 20, 2002, received by:

          i) co-counsel to the Debtors
             Alston & Bird LLP
             Attn: Matthew Levin, Esq.
             1201 West Peachtree Street
             Atlanta, Georgia 30329
             Phone: 404-881-7000, Facsimile: 404-881-7777

                         and

             Young Conaway Stargatt & Taylor LLP
             Attn: Joel A. Waite, Esq.
             The Brandywine Building, 1000 West Street
             17th Floor, P.O. Box 391
             Wilmington, Delaware 19899
             Phone: 302-571-6600, Facsimile: 302-571-1253;

         ii) counsel to the Agent
             Kramer Levin Naftalis & Frankel LLP
             Attn: David Feldman, Esq.
             919 Third Avenue, New York
             New York 10022
             Phone: 212-715-9100, Facsimile: 212-715-8000,

        iii) counsel to the Unofficial Noteholders Committee
             Stroock & Stroock & Lavan LLP
             Attn: Wendell Adair, Esq.
             180 Maiden Lane, New York
             New York 10038-4982
             Phone: 212-806-5400, Facsimile: 212-806-6006 and

         iv) the Office of the United States Trustee
             Attn: Don Beskrone, 844 King Street
             Suite 2313, Wilmington, Delaware 19801
             Phone: 302-573-6491, Facsimile: 302-573-6497.
     

HAYES LEMMERZ: Wants to Bring-In Deloitte & Touche as Consultant
----------------------------------------------------------------
Prior to the Petition Date, Hayes Lemmerz International, Inc.,
and its debtor-affiliates retained Arthur Andersen LLP to assist
them in designing and implementing a revised compensation
strategy to retain key employees and executives during their
Chapter 11 cases.  Hayes-Lemmerz Chief Restructuring Officer
Kenneth A. Hiltz informs the Court that Nick Bubnovich was the
engagement partner at Arthur Andersen in charge of the Hayes
relationship.  Ron Rosenthal, who was an associate at Arthur
Andersen, assisted Mr. Bubnovich.  While at Arthur Andersen,
Messrs. Bubnovich and Rosenthal assisted the Debtors in all
facets of the development of the Debtors' critical employee
retention program.  As a result, both men have extensive
knowledge of the Debtors' employee compensation practices and
procedures.

On May 8, 2002, Mr. Hiltz recounts that Messrs. Bubnovich and
Rosenthal left Arthur Andersen and transferred their practices
to Deloitte & Touche.  Accordingly, the Debtors terminated
Arthur Andersen's employment.

By this application, the Debtors seek the Court's authority to
retain Deloitte & Touche effective May 8, 2002 to assist them to
design and implement a revised compensation strategy to retain
key employees and executives during the Debtors' Chapter 11
cases, in accordance with the terms of an engagement letter
dated June 26, 2002.  The Debtors specifically want to continue
utilizing the services of Messrs. Bubnovich and Rosenthal.

The Debtors also seek to retain Deloitte & Touche effective
March 1, 2002 to continue to perform certain expatriate tax
services in accordance with an engagement letter dated March 21,
2002.

Mr. Hiltz relates that Deloitte & Touche is well-qualified to
act as the Debtors' Employee Compensation Consultant in light of
its considerable expertise in assisting companies both inside
and outside of bankruptcy.

Pursuant to the Employee Compensation Engagement Letter,
Deloitte & Touche will:

A. assist in the design of a retention bonus program for
   executives and key employees;

B. compare the proposed retention program to competitive
   practice;

C. assist in the formulation of a communications strategy
   regarding any new or revised compensation programs;

D. provide compensation consulting services as requested, and

E. provide expert testimony as required.

Pursuant to the Tax Services Engagement Letter, Deloitte &
Touche is expected to:

1. prepare Federal and state income tax returns and host country
   income tax returns for eligible expatriate employees of the
   Debtors;

2. provide tax briefings to eligible expatriate employees;

3. calculate tax equalization calculations for eligible
   expatriate employees;

4. provide services on miscellaneous compliance matters that may
   arise; and

5. provide general advisory services upon the Debtors' request.

Mr. Hiltz assets that Deloitte & Touche's professional services
are necessary in the ongoing operation and management of the
Debtors' businesses and assets, as well as to the Debtors'
restructuring efforts under Chapter 11 of the Bankruptcy Code.

Mr. Bubnovich assures the Court that Deloitte & Touche's
officers and employees do not have any connection with the
Debtors, their creditors, or any other party in interest, or
their respective attorneys or accountants.  The firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.  Mr. Bubnovich asserts that Deloitte & Touche does not
hold or represent interests adverse to the Debtor's estates.

However, Mr. Bubnovich reports that Deloitte currently provides
or has provided services to these parties in matters unrelated
to these cases:

A. Secured Creditors: CIBC, Credit Suisse First Boston, Merill
   Lynch, ABN Amro Bank, Alliance Capital, AMEX, Banca Nazionale
   del Lavoro Spa, Bank Leumi, Bank of America, Bank of
   Montreal, Bank of New York, Bank of Nova Scotia, Bank of
   Tokyo-Mitsubishi, Bank One, Bear Sterns Asset Management, BNP
   Paribas, Citibank, Comerica Bank, Conseco, Credit Agricole
   Indosuez, Credit Industrial Et Commercial, Credit Lyonnais,
   Dai-Ichi Kangyo Bank Ltd., Fleet National Bank, Fuji Bank
   Ltd., Goldman Sachs, ING Capital, Mellon Bank N.A., Michigan
   National Bank, Natexis Banque, Octagon, Pilgrim, Sterling,
   Sun America, Provident Bank, and Wachovia Bank;

B. Bondholders: ABN Amro Securities LLC, American Express Trust
   Company, Bank of America Securities LLC, Bank of New York,
   Bankers Trust Co., Bear Sterns Securities Corp., Bank One
   Trust Co. N.A., Brown Brothers Harriman & Co., Charles Schwab
   & Co. Inc., Chase Manhattan Bank, Citibank N.A., City
   National Bank, Commerzbank Capital Markets Corp., Credit
   Suisse First Boston Corp., Deutsche Bank AG, Edward D. Jones
   & Co., Fifth Thord Bank, First Union National Bank, Goldman
   Sachs & Co., Investors Bank & Trust, J.P. Morgan Securities,
   Legg Mason Wood Walker Inc., Lehman Brothers Inc., McDonald
   Investments Inc., Mercantile-Safe Deposit & Trust Co.,
   Mizhuho Trust & Banking Co. (USA), Merrill Lynch Pierce
   Fenner & Smith, Morgan Stanley & Co. Inc., National Financial
   Services Corp., Northern Trust Co., PNC Bank N.A., Prudential
   Securities Inc., Salomon Smith Barney Inc., State Street Bank
   & Trust Co., Sumitomo Trust & Banking Co., Suntrust Bank,
   Toyo Trust Co. of New York, UBS Painewebber Inc., UBS Warburg
   LLC, U.S. Bank N.A., and Wachovia Bank N.A.;

C. Unsecured Creditors: Alcan Aluminum Corp., Alcoa Automotive
   Castings, Alcoa Inc., Ann Arbor Machine Co., Borden Chemical,
   Grede Foundries, Honda of America Mfg. Inc., Industrial
   Systems Associates Inc., LTV Steel Co., National Steel Corp.,
   Pechiney Sales Corp., PPG Industries Inc., Stelco USA Inc.,
   Vista Metals, Oglebay Norton Industrial Sands Inc., CDP North
   America Inc., BASF Corp., Missouri Public Service, Delphi
   Automotive Systems, and Gosiger Inc.

Deloitte & Touche's compensation will be based on its customary
hourly rates.  The firm will also seek reimbursement for
reasonable and necessary out-of-pocket expenses.

With respect to employee compensation consulting services, the
firm's hourly rates range from:

       Partners                $400 - 600
       Managers                 300 - 400
       Senior Associates        200 - 250
       Associates               125 - 200

The professional fees that Deloitte will charge for the Tax
Services Engagement will be based on a fixed fee, plus
reimbursement of for reasonable and necessary out-of-pocket
expenses.  The current fees that Deloitte will charge the
Debtors are:

   Product/Service                                    Fees
   ---------------------------------------------      ----
   U.S. Federal Income Tax Return
      U.S. Outbound                                 $2,500
      U.S. Inbound Transfer Year                     2,100
      U.S. Inbound                                   1,800
   U.S. State & Local Income Tax Return                350
   U.S. Federal & State Filing Extensions
      No estimated tax calculation required            200
      Estimated tax calculation required               360
   Annual Tax Equalization                             450
   Exit Tax Orientation                                600
   Annual Hypothetical Tax Calculation                 450
   Entrance Tax Orientation (Host)                     750
   Preparation of Host Tax Returns                     600 -
                                                     1,900
   Preparation of Federal & State Est. Tax Payments    350
   W-7 (ITIN) Processing                               450
   US Certificate of Coverage Application              250

Deloitte & Touche began serving as the Debtors' Employee
Compensation Consultant on May 8, 2002.  As of July 25, 2002,
the firm estimates that its fees and expenses for employee
compensation services rendered on behalf of the Debtors amounts
to $20,000.  Deloitte & Touche began performing expatriate tax
services on March 1, 2002.  From that date through July 25,
2002, the firm estimates that its fees and expenses for
expatriate tax services rendered on behalf of the Debtors
amounts to $5,000. The Debtors have made no postpetition
payments to Deloitte & Touche for fees and expenses with respect
to employee compensation or expatriate tax services. (Hayes
Lemmerz Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Hayes Lemmerz Int'l Inc.'s 11.875% bonds due 2006 (HLMM06USS1)
are trading at 67 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HOLLYWOOD CASINO: Penn National to Acquire Assets for $780 Mill.
----------------------------------------------------------------
Penn National Gaming, Inc., (PENN: Nasdaq) has entered into a
definitive agreement to acquire Hollywood Casino Corporation
(HWD: AMEX) for total consideration of approximately $780
million.

The total consideration is net of Hollywood Casino's cash and
cash equivalents of approximately $136 million and includes
approximately $569 million of long-term debt of Hollywood Casino
and its subsidiaries. Under the terms of the agreement,
Hollywood Casino will merge with a wholly-owned subsidiary of
Penn National, and Hollywood Casino stockholders will receive
cash in the amount of $12.75 per share at closing.

Hollywood Casino and its subsidiaries own and operate Hollywood-
themed casino entertainment facilities in Aurora, Illinois;
Tunica, Mississippi; and Shreveport, Louisiana. Following the
proposed acquisition of Hollywood Casino, Penn National will own
six dockside gaming facilities, a pari-mutuel horse racing
facility with slots, a land-based casino, two pari-mutuel horse
racing operations and eleven off-track wagering sites and hold a
casino management contract for an international casino. The
combined company will be the seventh largest public gaming
company in the U.S. with annual revenues in excess of $1
billion. Penn National believes the transaction will be
accretive to its operating results upon closing based on its
analysis of Hollywood Casino's assets and their prospects, as
well as expected financial and operating synergies.

The transaction has been approved by the Boards of Directors of
both Penn National Gaming, Inc., and Hollywood Casino
Corporation. The transaction is subject to a vote by
stockholders of Hollywood Casino, gaming authorities and other
regulatory approvals (including expiration of the applicable
Hart-Scott-Rodino waiting period) and other customary closing
conditions, and is expected to be consummated in the first half
of 2003. Certain stockholders of Hollywood Casino who control
approximately 50.3% of its outstanding shares have agreed to
vote in favor of the transaction.

Commenting on the transaction, Peter M. Carlino, Chief Executive
Officer of Penn National, said, "The acquisition of these well
established properties represents a significant growth and
expansion opportunity for Penn National and is attractive both
strategically and financially. The acquisition, which almost
doubles our revenue base, is expected to be accretive to our
operating results upon closing, builds the critical mass of our
gaming operations and further diversifies the geographic reach
of our operations without any overlap with our existing
properties.

"We believe Hollywood's assets will prove to be excellent
additions to Penn National. Hollywood Casino's Aurora facility
recently completed a major expansion and the company's $230
million Shreveport resort has only been in operation for a year
and a half. As a result, neither of these properties will
require major near term capital investments to expand or
refurbish these facilities. In both cases these properties are
viewed as the premier facility in their respective market and
have access to major metropolitan feeder markets of Chicago and
Dallas. Hollywood Tunica has proven to be a consistent performer
with over 500 rooms, ample meeting space, an 18-hole
championship golf course and is an attractive destination
resort. Like its Aurora and Shreveport counterparts, the Tunica
casino is a superior quality facility that will require very
modest near-term capital expenditures. Our vision is to blend
the successful operating and management disciplines of both
companies to generate improved financial performance over prior
year periods. Finally, in Hollywood Casino we are acquiring a
solid brand with widespread recognition that can be applied to
other Penn National assets to drive marketing programs and
efficiencies."

Edward T. Pratt III, Chairman and Chief Executive Officer of
Hollywood Casino Corporation, continued, "The Board and
management of Hollywood Casino are very pleased to announce this
transaction. The significant value our shareholders will be
receiving reflects the culmination of several years of hard work
by many dedicated employees of Hollywood. The $12.75 per share
purchase price clearly reflects the tremendous value that
Hollywood Casino has created for its shareholders. The terms of
the transaction provide Hollywood Casino shareholders with a 34%
premium to the closing price of our stock on June 27, 2002, the
day before we publicly disclosed that the company had been
conducting a sale process. We are confident that our superior
quality facilities will continue to generate impressive
operating results under Penn National.

"In addition to being a terrific transaction for our
shareholders, we think the merger of our two companies provides
our employees with a tremendous opportunity. The combined
company will be a large, diversified gaming company with a
bright future. We are pleased to note that after the merger our
properties will continue to operate under the Hollywood Casino
brand. We also understand that Penn National's existing
properties plan to adopt the Hollywood Casino name and theme
after the merger."

Hollywood Casino Corporation owns and operates:

     -  Hollywood Casino - Aurora, arguably the finest gaming
and entertainment product in the Chicago marketplace. The
117,000 square foot dockside casino and entertainment facility
is located in Aurora, Illinois, approximately 35 miles west of
downtown Chicago. The property recently opened a new spectacular
dockside casino that replaced its two original, four level
riverboat casinos. The dockside casino has 53,000 square feet of
gaming space on a single level featuring 1,105 slot machines and
36 table games including the only poker room in Chicago. The
property also features the Hollywood Epic Buffet (R), which
offers the latest in presentation style cooking, the Fairbanks
(R) Steakhouse, the property's gourmet steak restaurant and a
high-end player's lounge.  

     -  Hollywood Casino - Tunica, a casino, hotel and
entertainment complex located in Tunica County, Mississippi,
approximately 30 miles south of Memphis, Tennessee. The Tunica
Casino was designed to replicate a motion picture sound stage
and features a 54,000 square-foot, single-level casino with
approximately 1,600 slot machines and 40 table games. The casino
includes the Adventure Slots themed gaming area featuring
multimedia displays of memorabilia from famous adventure motion
pictures and over 200 slot machines. The Tunica Casino's 505-
room hotel is currently undergoing an $8 million renovation
which is expected to be completed in mid-2003.  

     -  Hollywood Casino - Shreveport, a 229,000 square foot
entertainment facility located in Shreveport, Louisiana,
approximately 180 miles east of Dallas, Texas. The property is
Shreveport's first "true" destination resort and is also the
market's first highly themed facility, utilizing an art-deco
Hollywood theme throughout the property. The Shreveport resort
features the largest dockside casino in the Shreveport market, a
403-room, all-suite hotel, an elegant land-based pavilion that
includes a sixty-foot high atrium and extensive restaurant and
entertainment amenities. The property's dockside casino contains
approximately 59,000 square feet of space with approximately
1,422 slot machines and approximately 66 table games. Located in
the pavilion are the property's acclaimed Epic Buffet, Hollywood
Diner and Fairbanks Steakhouse restaurants and its state-of-the-
art spa and fitness center.  

Penn National has received financing commitments from Bear,
Stearns & Co. Inc., and Merrill Lynch & Co., to consummate the
transaction which commitments are subject to several customary
conditions.

Lehman Brothers Inc., acted as financial advisor to Penn
National Gaming and Goldman, Sachs & Co., served as financial
advisor to Hollywood Casino Corporation in the transaction.

Penn National Gaming owns and operates Charles Town Races in
Charles Town, West Virginia, which presently features 2,587
gaming machines (with approval to offer 3,500 machines); two
Mississippi casinos, the Casino Magic hotel, casino, golf resort
and marina in Bay St. Louis and the Boomtown Biloxi casino in
Biloxi; the Casino Rouge, a riverboat gaming facility in Baton
Rouge, Louisiana and the Bullwhackers properties in Black Hawk,
Colorado. Penn National also owns two racetracks and eleven off-
track wagering facilities in Pennsylvania and the racetrack at
Charles Town Races in West Virginia, and operates the Casino
Rama, a gaming facility located approximately 90 miles north of
Toronto, Canada, pursuant to a management contract.

                         *    *    *

As reported in Troubled Company Reporter's July 2, 2002,
edition, Standard & Poor's placed its single-'B' ratings of
Hollywood Casino Corp., as well as its single-'B'-minus ratings
of Hollywood Casino Shreveport, on CreditWatch with developing
implications, which means the ratings could be either raised or
lowered. The action follows Hollywood's announcement it has been
exploring strategic alternatives with its financial advisor,
Goldman Sachs, to maximize shareholder value.

Dallas, Texas-based Hollywood Casino owns and operates casino
gaming facilities in Aurora, Illinois, Tunica, Mississippi, and
Shreveport, Louisiana. The company has about $550 million in
consolidated debt outstanding.

Over the past several months, the company has conducted an
extensive sale process that has resulted in several indications
of interest. While the outcome is uncertain, the process is
continuing.


ICG COMMS: Supplemental Disclosure Statement to 2nd Amended Plan
----------------------------------------------------------------
The salient terms of ICG Communications, Inc., and its debtor-
affiliates' Supplemental Disclosure Statement to the Second
Amended Joint Plan of Reorganization are:

  1. Issuance of New Securities:

     On the Effective Date, Reorganized ICG will issue for
     distribution in accord with the terms of the Plan:

        (i) $59,573,934.83 of New Secured Notes to holders
            of Allowed Claims in Class S-5;

       (ii) 8,000,000 shares of New Common Shares to the
            holders of Allowed Claims in Classes H-4 and
            S-4; and

      (iii) the New Holdings Creditor Warrants to holders of
            Allowed Claims in Class H-4 if Class H-4 accepts
            the Plan.

     The issuance of all of these New Securities and their
     distribution will be exempt from registration under
     applicable securities laws.

  2. Registration Rights Agreement:

     On the Effective Date, Reorganized ICG will enter into a
     Registration Rights Agreement with each Allowed Class H-4
     or S-4 claims holder:

        (a) who by virtue of holding New Common Shares and/or
            its relationship with Reorganized ICG could
            reasonably be deemed an "underwriter" or
            "affiliate" of Reorganized ICG, and

        (b) who requests in writing that Reorganized ICG sign
            such an agreement.

     The Registration Rights Agreement may contain certain
     demand and piggyback registration rights for the benefits
     of the signatories to it.

  3. Exit Financing:

     On the Effective Date, Reorganized ICG will enter into all
     necessary and appropriate documentation to obtain the Exit
     Financing.  Specifically, on the Effective Date,
     Reorganized ICG will enter into the $25,000,000 New Senior
     Subordinated Term Loan, and in that connection will issue
     Fee Warrants.  "Fee Warrants" are warrants to purchase
     200,000 New Common Shares to be issued on the Effective
     Date by Reorganized ICG to the lenders under the New
     Senior Subordinated Term Loan.  The proceeds of this Loan
     will be used to repay $25,000,000 million of the Secured
     Lender Claims.

     In that connection, Reorganized ICG will also issue to the
     lenders under the New Senior Subordinated Term Loan the New
     Nominal Warrants.  The "New Nominal Warrants" are warrants
     to purchase 5% of the New Common Shares to be issued on the
     Effective Date by Reorganized ICG to these lenders.  The
     issuance of the New Senior Subordinated Term Loan and the
     notes distributed on that account, as well as the New
     Nominal Warrants and the Fee Warrants, will not be exempt
     from registration under the applicable securities laws,
     and accordingly these securities will have to be registered
     under the Securities Act or be issued and distributed under
     an exemption from registration other than under the
     Bankruptcy Code.

  4. Estimated Recoveries Decreased:

     As a result of:

        (i) the passage of time since the date of the
            original Disclosure Statement was drafted,

       (ii) general changes in the prevailing marketplace
            for telecommunications company securities, and

      (iii) revised financial projections for the
            Reorganized Debtors necessitated in party by the
            fact that the New Exit Financing provides for
            $40,000,000 less new funds for the Reorganized
            Debtors than would have been obtained under the
            Initial Exit Financing, and

       (iv) the valuation by the Debtors' investment banker
            of the Reorganized Debtors' enterprise -- and
            the securities to be issued under the Modified
            Plan, which has decreased compared to the
            valuation set out in the original Disclosure
            Statement,

     the estimated value of the recoveries to creditors proposed
     under the Modified Plan has decreased.

  5. Pro Forma Financial Statements for Reorganized ICG:

     The Consolidated Projected Pro Forma Balance Sheet is as of
     October 31, 2002, which is the assumed Effective Date of
     the Modified Plan, and reflects the effects of the
     transactions described in the Modified Plan.

  6. Valuation:

     MBL has provided a range of value for Reorganized ICG of
     $250,000,000 to $325,000,000.  For purposes of the
     Consolidated Pro Forma Balance Sheets, a reorganization
     value of $287,500,000 has been assigned and allocated to
     the post-bankruptcy assets and liabilities in accord with
     SFAS 141.  The Debtors warn that this estimated
     reorganization value, as well as its allocation, may be
     significantly different from the final amounts that will be
     determined upon the Debtors' emergence from bankruptcy.

  7. Effective Date; Plan Terms:

     The projections on which the Plan is based assume
     confirmation and that all transactions and settlement
     agreements contemplated by the Plan will be consummated by
     the Effective Date of October 31, 2002.

  8. Bank Debt:

     The bank debt is projected to have a $59,600,000 principal    
     balance as of the Effective Date after a $25,000,000
     paydown from proceeds of the new Senior Subordinated Term
     Loan.  Interest is assessed as a spread over LIBOR or the
     bank's prime rate and is assumed at 11% per annum
     throughout the Plan Period, payable quarterly in arrears.
     The projections include $2,200,000 of refinancing fees and
     expenses at the Effective Date.  The principal balance of
     the loan is projected to begin amortizing in 2003 and will
     mature in 2005.

  9. Senior Subordinated Term Rates:

     The Debtor has projected the issuance of a new $25,000,000
     Senior Subordinated Term Loan at the Effective Date.  
     Interest is fixed and payable monthly in arrears at a rate
     of 14% per annum.  The Senior Subordinated Term Loan
     matures in four years.  In addition, total warrants to
     purchase 673,684 New Common shares of Reorganized
     ICG will be issued in connection with the Senior
     Subordinated Term Loan.  Warrants to purchase 200,000 New
     Common shares will have an exercise price equal to the
     reorganization value assigned to the Debtor.  Warrants to
     purchase 473,684 New Common shares will have an exercise
     price of $0.01.  Both warrant issues will expire, if
     unexercised, on the fifth anniversary of the Effective
     Date.  The total warrants have a fair market value of
     $5,300,000, as determined by MBL under its valuation of
     Reorganized ICG.

10. Other debt:

     Other debt as of the Effective Date consists primarily of
     notes issued to vendors and taxing authorities upon the
     Effective Date and are projected to have a principal
     balance totaling $30,600,000. Associated interest expense
     is projected at 7.0% to 10% per annum, payable monthly.  
     The total principal balance is amortized over periods
     ranging from two to six years.

11. Income taxes:

     It is assumed that the tax operating losses and other
     attributes will be sufficient to offset any income tax
     liabilities incurred during the projection period.  As
     such, there are no projected income tax liabilities.

12. Ability to Service Debt:

     Based on the projections and subject to the assumptions
     made, the Debtors project debt service coverage ratios as:

                                     2003       2004        2005
                                     ----       ----        ----
     EBITDA/Interest Expense, net   3.2:1      4.3:1       6.0:1

     Debt/EBITDA **                 2.4:1      1.6:1       1.2:1

     ** Debt in this Debt/EBITDA ratio excludes Deferred Revenue
        and is computed using average funding debt balances.

13. Funding:

     The Debtor is projected to have $69,600,000 in cash on the
     Effective Date to fund the capital program, principal and
     interest obligations, and working capital requirements over
     the projection period.  The Debtor requires $12,000,000 and
     $57,000,000 of new debt financing in 2004 and 2005,
     respectively, to meet funding requirements and to refinance
     the bank debt due in 2005. (ICG Communications Bankruptcy
     News, Issue No. 28; Bankruptcy Creditors' Service, Inc4.,
     609/392-0900)  


ITC DELTACOM: Signs Up Hogan & Hartson as Special Corp. Counsel
---------------------------------------------------------------
ITC Deltacom, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to retain Hogan & Hartson LLP
as special corporate counsel.  

Hogan is very familiar with the Debtor's business, affairs, and
capital structure, having performed substantial services for the
Debtor for the past several years with regard to a variety of
corporate matters.

The Debtor relates that Hogan will be primary counsel on
corporate matters.  Hogan's services include:

     - representation in matters relating to compliance with the
       regulations of the Securities and Exchange Commission,
       The Nasdaq Stock Market, Inc., the Federal Communications
       Commission and state public utility and other regulatory
       authorities with jurisdiction over the Debtor's
       operations;

     - representation in administrative and judicial
       proceedings; representation of the Debtor as creditor in
       bankruptcy proceedings involving other companies;

     - representation in matters relating to executive
       compensation, employee benefits, employment law and
       corporate governance and maintenance; and

     - representation in matters relating to operating
       agreements, credit facilities, securities offerings,
       financing arrangements and transactions, and acquisitions
       and dispositions of assets.

The Debtor clarifies that Hogan will not act as bankruptcy
counsel for the Company.  "Hogan will not draft, prosecute, or
appear as Debtor's counsel in this Court regarding bankruptcy-
related motions or objections, will not represent the Debtor in
any actions arising under the Bankruptcy Code and will not
participate in the preparation of Debtor's schedules of assets
and liabilities or statement of financial affairs," the Debtor
explains.

Hogan's current standard hourly rates range from:

          partners               $350 to $750
          associates             $190 to $325
          paraprofessionals      $90 to $150

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.


INACOM CORP: Taps McDonald Hopkins as Substitute Special Counsel
----------------------------------------------------------------
Inacom Corp., and its debtor-affiliates tells the U.S.
Bankruptcy Court for the District of Delaware that they hired
McDonald, Hopkins, Burke & Haber Co., LPA as substitute special
counsel, and now ask for permission to employ the firm, nunc pro
tunc to July 1, 2002.

The Debtors are examining and pursuing claims based on
preferential and fraudulent transfers under Chapter 5 of the
Bankruptcy Code.  The Debtors employed Jean R. Robertson, Esq.,
at Hahn Loeser & Parks LLP to investigate and, if necessary,
prosecute on behalf of Debtors' avoidance actions against
professionals under Chapter 5 of the Bankruptcy Code.  The Court
approved that retention.  On July 1, 2002, Jean R. Robertson,
the lead partner in the representation of the Debtors, joined
the law firm of McDonald Hopkins.

After consultation and due deliberation, the Debtors determined
that for purposes of continuity, it was prudent and appropriate
to retain Ms. Robertson and her new firm, McDonald Hopkins, in
substitute of Hahn Loeser.

McDonald Hopkins' current hourly rates are:

          Partners             $230 - $385
          Associates           $135 - $225
          Legal Assistants     $ 90 - $150
          Law Clerks           $ 70

Inacom Corp., providers of information technology products and
technology management services, filed for Chapter 11 petition on
June 16, 2000. Laura Davis Jones and Christopher James Lhulier
at Pachulski Stang Ziehl Young & Jones PC represent the Debtors
in their restructuring efforts.


INTEGRATED HEALTH: Selling 3 Florida Facilities for $4 Million
--------------------------------------------------------------
Integrated Health Services, Inc., and debtor-affiliates sought
and obtained Court approval to divest three skilled nursing
facilities in Florida:

Facility                          Location
--------                          --------
IHS of St. Petersburg             811 Jackson Street N.
William and Mary Nursing Center   St. Petersburg, Florida

IHS of Venice North               408 and 437S Nokomis Avenue
                                   Venice, Florida

IHS of Central Florida            1900 Mercy Drive
                                   Orlando, Florida

The St. Petersburg Facility is a 92-bed skilled nursing home
owned by Rikad.  On the other hand, Florida Life owns the 178-
bed Venice Facility.  The IHS-Orlando Facility is a 120-bed
skilled nursing facility owned by IHS-Orlando.

As a group, the Facilities are losing money.

Facility                         EBTDA
--------                         -----
St. Petersburg Facility          2001 - ($363,625)
                                 2002 - ($293,794) *projected*

Venice Facility                  2001 - $426,172
                                 2002 - ($117,094) *projected*

Orlando Facility                 2001 - ($155,999)
                                 2002 - ($433,759) *projected*

The Facilities' actual aggregate cash flow for the year 2001 was
($93,452).  The Debtors anticipate that cash flow will further
decline in 2002 at ($844,646).

Although the Debtors own the Premises and the Facilities free
and clear of mortgage indebtedness and associated debt service
obligations, the Debtors are unable to stop the Facilities'
financial hemorrhaging.

The Facilities will be sold to three different Buyers pursuant
to three Sale Contracts for $4,000,000, free and clear of any
Liens, except for the permitted encumbrances set forth in the
St. Petersburg Sale Contract.

Facility                  Buyer      Price        New Operator
--------                  -----      -----        ------------
St. Petersburg Facility   SPRE LLC   $1,000,000   SPOP LLC
Venice Facility           VERE LLC    2,000,000   VEOP LLC
IHS-Orlando Facility      ORRE LLC    1,000,000   OROP LLC

Each Facility will be transferred to a New Operator designated
by the Buyer pursuant to a Transfer Agreement.

The Transfer Agreements provide for the transfer of assets
including the Medicare and Medicaid Provider Agreements, cash,
cash equivalents, accounts receivable, notes receivable, capital
stock, tax refunds, goodwill, trademarks, service marks, trade
secrets.  The Transfer Agreements also provide procedures for
the post-transition hiring of the Facilities' employees, the
transfer of resident trust funds, and the disposition of
existing vendor and service provider contracts, prorations of
utility charges, real and personal property taxes, and any other
items of revenue or expense attributable to the Facilities.  The
Transfer Agreements permit the New Operators to take an
assignment of some or all of the existing vendor and service
provider contracts associated with the Facilities' respective
operations -- the Operating Contracts.  At the Closing of the
Transfer Agreements, the Debtors will sell to the New Operators
the Facilities' accounts receivable.  The purchase price will
be:

           Aging          Purchase Price
           -----          --------------
           0-90 days      85% of the book value
           Over 90 days   0% of the book value

Based on this formula, the Debtors expect to realize an accounts
receivable recovery rate over 67.29%.  The Debtors believe that,
if they were relegated to collecting the Purchased AR after
transitioning the Facilities to the New Operators, the estates
would likely realize a 37% recovery rate.

The Debtors have agreed to assume the Facilities' Medicare
Provider Agreements and to simultaneously assign them to the
Proposed New Operators.  The Cure Letters from the United States
Department Of Justice establish the cure amounts under the
Medicare Provider Agreements arising as a result of overpayments
by Medicare to the Facilities.  Only St. Petersburg Facility has
a $255,324 cure amount.  The Venice and Orlando Facilities had
zero cure amounts.

The assumption and assignment of the Facilities' Medicare
Provider Agreements will be governed by Stipulations by and
among the Debtors, the United States of America and the New
Operators.  The Medicare Stipulations will fix the Medicare Cure
Amounts, render the New Operators liable for payment, and --
upon the payment -- release the Debtors and the New Operators
from certain additional liabilities in connection with the
Medicare Provider Agreements.

The New Operators have elected not to take an assignment of the
Facilities' Medicaid Provider Agreements.  Accordingly, the
Debtors are not assuming the Facilities' Medicaid Provider
Agreements.

At the request of the New Owners, the Debtors have agreed to
enter into a Lease and Security Agreement with each New
Operator.  Upon the Closings of the Transfer Agreements, the
Leases become retroactively effective as of June 28, 2002.  Each
Lease has a fixed-term commencing on June 28, 2002 and ending at
11:59 p.m. on the earlier of:

    (i) the date of cancellation or termination of a Lease's
        related Sale Contract or Transfer Agreement, and

   (ii) August 31, 2002.

The Base Rent under each of the Leases is $50,000 per month.

A New Operator shall not be entitled to physically possess its
Facility until:

    (i) its related Transfer Agreement has closed, and

   (ii) its related New Owner has deposited $250,000 with its
        respective Lessor, as the Security to be held pursuant
        to the each Lease. (Integrated Health Bankruptcy News,
        Issue No. 40; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)   


KMART CORP: Court Approves Route 66 License Agreement Assumption
----------------------------------------------------------------
Kmart Corporation and its affiliated debtors obtained the
Court's authority to assume a License Agreement with Route 66
LP.  

As previously reported, the License Agreement allows Kmart to
use the ROUTE 66 trademark, together with certain related
intangible intellectual property, in the development and sale of
apparel and sunglasses, excluding clothing and accessories made
out of leather.  The License Agreement will expire on April 30,
2006.  Kmart's exclusive license covers the United States of
America, Puerto Rico and the U.S. Virgin Islands.

In return, Kmart pays Route 66 a percentage of the F.O.B cost of
any License Product.  Route 66 also receives an annual minimum
royalty.

Upon assumption of the license agreement, Kmart will immediately
pay an outstanding $2,623,316 prepetition royalty payment.

The Route 66 line of products represents a cross-divisional
brand offering trend casual clothing and is critical to the
Debtors' ongoing business. (Kmart Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KMART CORP: Court OKs Traub Bonacquist as Equity Panel's Counsel
----------------------------------------------------------------
Kmart Corporation's Official Committee of Equity Security
Holders obtained Court authority to retain Traub, Bonacquist
& Fox LLP as its lead counsel in Kmart's Chapter 11 cases, nunc
pro tunc to June 14, 2002.

Specifically, Traub Bonacquist will:

(a) provide legal advice to the Equity Committee with respect
     to its duties and powers in these cases;

(b) assist the Equity Committee in its investigation of the
     acts, conduct, assets, liabilities and financial condition
     of the Debtors, the operation of the Debtors' businesses,
     the rationalization and disposition of the Debtors'
     assets, including, but not limited to, any further store
     closures as and to the extent announced and planned by the
     Debtors in the future, and any other matter relevant to
     the cases or to the formulation of a plan;

(c) attend meetings and negotiate with the representatives of
     the Debtors and other constituencies;

(d) assist the Equity Committee in the review, analysis and
     negotiation of any plan of reorganization (and
     accompanying disclosure statements that may be filed,
     including, but not limited to any valuation issues that
     may arise in connection therewith);

(e) assist the Equity Committee in its investigation of inter-
     company relationships and any actions, litigations or
     other matters that may result therefrom; and

(f) assist the Equity Committee, in conjunction with the other
     interested constituencies in these cases, in the
     investigation of the action and activities of past and
     present officers and directors, together with the
     evaluation of any affirmative claims that may flow
     therefrom;

(g) represent the Equity Committee's interests in the Joint
     Fee Review Committee established by Order of the
     Bankruptcy Court;

(h) evaluate any valuation attributed by the Debtors or any
     other constituency to the equity in these cases;

(i) prepare necessary motions, applications, answers,
     objections, orders, reports in support of positions to be
     taken by the Equity Committee;

(j) assist the Equity Committee in its review and evaluation
     of the Debtors' real estate disposition procedures;

(k) assist the Equity Committee in its review, analysis and
     negotiation of any further modifications to current
     employee retention programs and bonuses or other similar
     motions that may be filed in these cases;

(l) appearance, as appropriate before the Court, on omnibus
     hearing dates to protect the interests and voice the
     positions of the Equity Committee; and

(m) assist the Equity Committee in its investigation, review,
     analysis and commencement of any litigation as appropriate
     to the preservation and minimization of equity interests
     in these cases.

The Firm will charge for its legal services on an hourly basis
at its customary hourly rates:

                 Partner                    $375 - 595
                 Counsel                     365
                 Associates                  210 - 325
                 Paralegal/Legal Assistant    65 - 135

Paul Traub, Esq., is the senior member that will oversee the
Firm's representation of the Equity Committee. (Kmart Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Kmart Corp.'s 8.20% bonds due 2003 (KM03USR3), DebtTraders
reports, are trading at around 30. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR3


LASERSIGHT INC: Commences Trading on Nasdaq SmallCap Today
----------------------------------------------------------
LaserSight Incorporated (Nasdaq: LASE) has received notification
from the Nasdaq Listings Qualification Panel that effective with
the opening of business on August 9, 2002, the Company's Common
Stock will be transferred to The Nasdaq SmallCap Market and will
no longer be eligible for trading on The Nasdaq National Market.
LaserSight's continued listing on The Nasdaq SmallCap Market
requires that on or before August 13, 2002, the bid price of the
Company's common stock must close at $1.00. However, if the
Company is unable to meet that requirement, it may be eligible
for an additional 180-day grace period for trading on The Nasdaq
SmallCap Market, provided it is able to demonstrate
shareholders' equity of at least $5 million, is in compliance
with all other requirements for continued listing on The Nasdaq
SmallCap Market, and files an application for new listing and
the related review on or before August 13, 2002. The Company
believes it meets those requirements and plans to file that
application on time.

LaserSight is a leading supplier of quality technology solutions
for laser vision correction and has pioneered its patented
precision microspot scanning technology since it was introduced
in 1992. Its products include the LaserScan LSX(R) precision
microspot scanning system, its international research and
development activities related to the Astra family of products
used to perform custom ablation procedures known as CustomEyes
and its MicroShape(R) family of keratome products. The Astra
family of products includes the AstraMax(TM) diagnostic
workstation designed to provide precise diagnostic measurements
of the eye and CustomEyes CIPTA and AstraPro(TM) software,
surgical planning tools that utilize advanced levels of
diagnostic measurements for the planning of custom ablation
treatments. In the United States, the Company's LaserScan LSX
excimer laser system operating at 200 Hz is approved for the
LASIK treatment of myopia and myopic astigmatism. The MicroShape
family of keratome products includes the UltraShaper(R) durable
keratome and UltraEdge(R) keratome blades.


METALS USA: Reliance Steel to Acquire Assets of Two Businesses
--------------------------------------------------------------
Reliance Steel & Aluminum Co., (NYSE:RS) has signed agreements
to acquire from Metals USA, Inc., the assets of two of its
businesses. The transactions are subject to the final approval
of the U.S. Bankruptcy Court, in connection with Metals USA's
bankruptcy filing. These asset purchase agreements are subject
to a thirty-day Court required auction process which will
conclude by early September 2002. During this period additional
offers can be received through the Court process.

The businesses include Metals USA Specialty Metals Northwest,
Inc. based in Portland, Oregon, with additional divisions in
Eugene, Oregon; Kent (Seattle) and Spokane, Washington;
Billings, Montana; and Boise, Idaho. This business was formerly
known as Pacific Metal Company and is primarily involved in the
processing and distribution of aluminum and coated carbon steel
products. Sales for this business were $76.2 million for the
year ended December 31, 2001.

The second business is the Milwaukee, Wisconsin, operation of
Metals USA Plates and Shapes Northcentral, Inc.  This operation
was previously known as Williams Steel & Supply Co., Inc., and
processes and distributes mainly carbon steel plate, bar and
structural products with 2001 annual sales of $37.4 million.

Reliance Steel & Aluminum Co., headquartered in Los Angeles,
California, is one of the largest metals service center
companies in the United States. Through a network of 90
processing and distribution centers in 25 states and France and
South Korea, the Company provides value-added metals processing
services and distributes a full line of over 85,000 metal
products. These products include galvanized, hot-rolled and
cold-finished steel; stainless steel; aluminum; brass; copper;
titanium and alloy steel sold to more than 75,000 customers in
various industries.


MICROFORUM: CCAA Plan Declared Effective
----------------------------------------
Microforum Inc., (TSE: MCF) announced that its Plan of
Arrangement or Compromise has been declared effective and
accordingly, the Company's protection under the Companies'
Creditors Arrangement Act has been lifted effective Wednesday,
Augustn 7, 2002.

Microforum also announced that it has settled its dispute with
Security Service Federal Credit Unit, a former client. SSFCU has
agreed to pay Microforum the sum of US$75,000 and each party has
agreed to release the other from any liability relating to a
work order in accordance with a Master Development and License
Agreement dated July 10, 2000 between Microforum and SSFCU.

Additional information on the Company's CCAA process can be
found on the Company's Web site http://www.microforum.com


MICROSTRATEGY INC: Completes Preferred Share Restructuring
----------------------------------------------------------
MicroStrategy(R) Incorporated (Nasdaq: MSTRD), a leading
worldwide provider of business intelligence software, has closed
its previously announced preferred stock restructuring.

"By closing this transaction, we complete an important balance
sheet restructuring that we believe is beneficial to holders of
our common stock. Our capital structure is now simplified and
easier for investors to understand and we have removed a
significant source of uncertainty relating to potential future
dilution," said MicroStrategy's President and Chief Financial
Officer, Eric Brown.

On July 30, 2002, MicroStrategy entered into agreements with all
of the holders of its Series B preferred stock, Series C
preferred stock and Series D preferred stock, pursuant to which
MicroStrategy agreed to redeem or exchange all of its
outstanding Series B, Series C and Series D preferred stock
totaling $75.5 million in stated value.  The agreements provided
that if the holders converted any shares of preferred stock
prior to closing, the number of shares of common stock to be
issued at closing would be reduced by the number of shares
issued in the conversion.  Holders of the preferred stock
converted $32.825 million stated value of Series B preferred
stock, $24.145 million stated value of Series C preferred stock
and all $14.511 million stated value of Series D preferred stock
into an aggregate of 695,318 shares of MicroStrategy's Class A
common stock.

As a result of these conversions, MicroStrategy issued the
following consideration in redemption and exchange of the
remaining outstanding shares of Series B and Series C preferred
stock:

     * $10 million in cash;

     * $5 million in promissory notes which bear interest at a
       rate of 7.5% per annum, payable semi-annually;

     * 697,728 shares of Class A common stock; and

     * $20.96 million stated value of Series F preferred stock.

As a result of closing this restructuring, there is no longer
any outstanding Series B, Series C, or Series D preferred stock.  
The $20.96 million stated value of newly issued Series F
preferred stock is convertible into Class A common stock at a
fixed conversion price of $15.00 per share, resulting in a total
of 1,397,174 shares of common stock issuable upon the conversion
of the Series F preferred stock.  The conversion price is not
subject to any resets or other adjustments (other than with
respect to stock splits and similar transactions).  The Series F
preferred stock has a two-year maturity and will not pay
dividends.  At maturity, the Series F preferred stock
mandatorily converts into common stock at the fixed conversion
price of $15.00 per share.  As part of the transactions, the
preferred holders have agreed to certain trading limitations on
the common stock issued in the exchange until the first
anniversary of the closing or the occurrence of certain
specified events.

Founded in 1989, MicroStrategy is a worldwide leader in the
increasingly critical business intelligence software market.  
Large and small companies alike are harnessing MicroStrategy's
business intelligence software to gain vital insights from their
data to help them proactively enhance cost-efficiency,
productivity and customer relations and optimize revenue-
generating strategies.  MicroStrategy's business intelligence
platform offers exceptional capabilities that provide
organizations -- in virtually all facets of their operations --
with user- friendly solutions to their data query, reporting,
and advanced analytical needs, and distributes valuable insight
on this data to users via Web, wireless, and voice. PC Magazine
selected MicroStrategy 7(TM) as the 2001 "Editors' Choice" for
business intelligence software.

MicroStrategy 7i is a truly integrated, enterprise-class, Web-
based business intelligence platform.  With MicroStrategy 7i,
enterprises can now standardize on one business intelligence
platform and deploy high-value business intelligence enterprise-
wide. MicroStrategy 7i's configurable query, reporting, and OLAP
Web interface is designed to support all users, from casual
report viewers to power analysts.

MicroStrategy's customer base cuts across industry and sector
lines, with over 1,700 enterprise-class customers, including
Lowe's Home Improvement Warehouse, AT&T Wireless Group, Wachovia
and GlaxoSmithKline. MicroStrategy also has relationships with
over 400 systems integrators and application development and
platform partners, including IBM, PeopleSoft, Compaq, and JD
Edwards.

MicroStrategy is listed on Nasdaq under the symbol MSTRD.  For
more information on the company, or to purchase or demo
MicroStrategy's software, please visit MicroStrategy's Web site
at http://www.microstrategy.com  

MicroStrategy, MicroStrategy 7i, and Scalable Business
Intelligence Platform Built for the Internet are either
trademarks or registered trademarks of MicroStrategy
Incorporated in the United States and certain other countries.  
Other product and company names mentioned herein may be the
trademarks of their respective owners.


MIKOHN GAMING: Initiates Strategic Cost-Reduction Measures
----------------------------------------------------------
Mikohn Gaming Corporation (NASDAQ:MIKN) announced that as part
of an overall review of business operations and operating
efficiencies it is reducing its workforce by approximately 15%.

Mikohn President, Russ McMeekin said, "As indicated during our
second quarter conference call, we are reviewing all areas of
our business operations and seeking ways to reduce our cost
structure. This workforce reduction was necessary to lower our
operating expenses and will result in annualized income
statement and cash savings of approximately $5 million to $7
million. In addition, we have made the decision to consolidate
our manufacturing and electronics operations to our state-of-
the-art manufacturing facility in Hurricane, Utah and anticipate
the manufacturing transition to be completed prior to year-end."

"As we go forward, we will remain focused on those strategic
initiatives necessary to our success. The initiatives announced
today are aimed at streamlining our current business model," he
concluded.

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. Mikohn develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for
slot machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. There is a Mikohn product in virtually every
casino in the world. For further information, visit the
company's Web site at http://www.mikohn.com

                         *    *    *

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.


MOSAIC GROUP: Working Capital Deficiency Tops $24MM at June 30
--------------------------------------------------------------
Mosaic Group Inc. (MGX:TSE), the leading independent marketing
solutions company with capabilities in Canada, the US and the
UK, reported its second quarter 2002 results.

During the quarter ended June 30, 2002, the Company's operating
activities including working capital changes used $1.0 million
in cash flow compared to a use of $5.2 million of cash in the
second quarter of 2001. Although, the Company incurred a net
loss of $5.2 million during the three months ended June 30,
2002, cash flow from continuing operations after add-back of
non-cash charges and before working capital changes was $4.4
million compared to $15.7 million in 2001. The year-over-year
reduction in cash flow from operations was mainly due to lower
earnings coupled with cash expenditures of $4.0 million relating
to restructuring initiatives announced in early 2002. The
increase in working capital of $5.4 million during the second
quarter of 2002 was lower than the $20.9 million increase in the
same period of 2001 largely due to the change in the business
mix with the discontinuance of the AT&T Wireless and the
WorldCom contracts, the receivables from which have been
provided for. The working capital increase of $4.9 million in
the first half of 2002 was lower than the $20.0 million increase
during the same period in 2001.

Financing activities generated $21.5 million of cash flow in the
second quarter of 2002 compared with $12.3 million in the second
quarter of 2001. As discussed before, on June 13, 2002, Mosaic
issued two series of Senior Secured Notes: US$80 million
(C$123.2 million) of Series A Notes bearing interest at
7.57% with maturities of US$12.3 million on June 13, 2006,
US$30.8 million on June 14, 2007 and US$36.9 million on June 13,
2008; and US$20 million (C$30.8 million) of Series B Notes
bearing interest at 7.27% and maturing on June 14, 2007. The
proceeds were used to pay down amounts drawn under the Company's
Bank Facility.

Coincident with this financing, the Company agreed to reduce the
commitment level under its Bank Facility from C$253 million to
C$125 million by August 15, 2002, and extended the maturity of
the senior credit facility to June 13, 2005.

During the six months ended June 30, 2002, financing activities
generated $60.0 million in cash compared to the use of $1.6
million in the corresponding period of 2001. This generation of
cash was primarily due to the Senior Term Notes issued in the
second quarter of 2002 and the equity offering completed in
March 2002. Proceeds from the common shares offering and the
issue of Senior Term Notes were used to reduce the balance owing
under the Company's Bank Facility.

At June 30, 2002, the Company's balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $24 million.

Investing activities used $19.4 million and $72.1 million of
cash during the second quarter and first six months of 2002
compared with $5.9 million and $13.8 million in the
corresponding periods of 2001. During the six months
ended June 30, 2002, the Company used $52.2 million towards
acquisition related contingent consideration payments and
acquisition related costs. For the six-month period, Mosaic also
made investments in property and equipment of $8.8 million
related mainly to the build up of the information technology
infrastructure, and invested in other long term assets including
the purchase of leads and payments for exclusivity on certain
long term contracts.

                        Investments

The Company ended the second quarter of 2002 with total assets
of $756.3 million, a decrease of 8% from the year ended December
31, 2001. The largest component of this decrease was goodwill,
with a value of $521.3 million, a decrease of $68.4 million over
last year. This decrease is primarily due to the impairment loss
of $75 million taken on goodwill related to the UK and Marketing
and Technology divisions as a result of the adoption by the
Company, with effect from January 1, 2002, of the new accounting
standards applied to acquisition related goodwill and intangible
assets. For details refer to note 1(a) to the consolidated
financial statements for the period ended June 30, 2002. The
other changes in goodwill arise from the following:

    (a) Acquisition of Mosaic Data Solutions and Secured
        Promotions LLC, which added $19.1 million to goodwill;

    (b) The increase in goodwill of $10.0 million arising from
        the finalization in April 2002 of further contingent
        consideration relating to the acquisition of Paradigm
        Direct as detailed in note 5 to the consolidated
        financial statements for the period ended June 30, 2002;

    (c) Divestiture of the Irish operations, and adjustments
        arising from the acquisition of the minority interest in
        Medium One at lower than its book value, reducing
        goodwill by $1.6 million; and

    (d) The impact of the significant weakening of the US dollar
        in relation to the Canadian dollar at June 30, 2002
        compared to December 31, 2001 resulting in a decrease in
        the recorded amount of goodwill by $20.9 million.

                   Capital Resources

Mosaic's long-term debt, including the current portion, at June
30, 2002 was $189.2 million, which included $152 million from
Senior Term Notes issued on June 13, 2002 and the balance drawn
mainly on the Company's Bank Facility and $7.2 million from a
mortgage on its property in the UK.

On March 19, 2002, Mosaic completed an underwritten equity
offering through the issuance of 13.8 million shares at a gross
issue price of $3.80 per share with gross proceeds of $52.4
million and net proceeds of $50.2 million after net-of-tax issue
costs. The proceeds from the common share offering were applied
towards a reduction in the balance owing under the Bank
Facility. With the completion of the share offering in March
2002, the Company amended its credit agreement with the lending
syndicate to reduce the committed amount available under the
revolving term facility from $300 million to $253 million. In
conjunction with the issuance of the Senior Term Notes in
June 2002, the Company further amended its credit agreement to
reduce the committed amount under its Bank Facility from $253
million to $125 million by August 15, 2002. The term of the Bank
Facility was extended to June 2005, and can be extended for a
further year on each anniversary of the facility. These
facilities were substantially paid down in June 2002 with the
proceeds from the issuance of the Senior Term Notes.

Mosaic's shareholders' equity was $385.6 million as at June 30,
2002, a decrease of $33.4 million, from $419.0 million at
December 31, 2001. This net decrease in shareholders equity
resulted from:

    (a) The charge for goodwill impairment of $75 million
        relating to the UK and Marketing and Technology
        divisions, which was accounted for as an adjustment to
        the retained earnings as at the beginning of 2002;

    (b) Net loss of $11.8 million during the period and
        distributions on equity instruments (COPrS) net of
        income taxes, of $2.6 million; and

    (c) A net change of $14.6 million in the foreign currency
        translation adjustment in respect of Mosaic's net
        investment in self-sustaining foreign operations due to
        a strengthening of the Canadian dollar in relation to
        the US dollar; partially offset by;

    (d) The issuance of $50.2 million in common shares net of
        issue costs and related income tax benefits, through the
        equity offering in March 2002; and

    (e) The net issuance of shares of $3.6 million including
        $3.3 million on exercise of options by employees, $0.7
        million against a contract for services, and a reduction
        in shares from the repurchase of shares under the
        Company's Normal Course Issue Bid of $0.4 million.

Excluding the COPrS instrument, the Company to date has not paid
any dividends on its common shares, and does not intend to do so
in 2002.

                     Mosaic Data Solutions

During January 2002, the Company acquired Custom Offers LLC, now
renamed Mosaic Data Solutions. As part of the acquisition
agreement, further contingent consideration ("earnout") could be
payable in April 2003 and April 2004 based on the pre-tax
earnings of this business for fiscal 2002 and 2003 (less
consideration previously paid). The maximum consideration paid
in aggregate cannot exceed US$49.9 million (or US$39.9 million
net of consideration paid to date) to be settled primarily in
shares, with any Mosaic common shares issued subject to a floor
price of US$1.80 (approximately C$2.80). Based on fiscal 2002
earnings estimates for Mosaic Data Solutions, the Company may be
required to make an earnout payment in April 2003 in the
range of US$12 to US$15 million to be settled with the issue of
approximately 7 to 8 million common shares (floor price of
US$1.80) and the payment of approximately US$3 million in cash.

                      Outstanding Shares

At June 30, 2002, Mosaic had approximately 126 million common
shares outstanding with the same amount on a diluted basis. For
further details refer to note 7 to the consolidated financial
statements for the period ended June 30, 2002.

              Financial Risks and Uncertainties

In the normal of business, the financial position and results of
operations of the Company are subject to a variety of risks that
are set out in detail in the Company's 2001 annual report to
shareholders. The major risks and uncertainties include, client
and credit risk, workforce related risks, electronic security
risks, interest rate risk, foreign currency risk and general
commercial risks. The details related to foreign currency risk
have been updated below.

                    Foreign currency risk

A significant part of the Company's operations are concentrated
in self-sustaining operations in the United States and the
United Kingdom. The operations in the United States are
naturally hedged, as the cash borrowed to pay for the cash
component of those acquisitions was borrowed in US dollars with
US$100 million held in debt instruments and US$57 million in
equity instruments denominated in that currency at June 30,
2002.

The Company has entered into a series of short-term foreign
currency forward contracts to manage its exposure to movements
in the UK pound and the US dollar. The forward contracts are
designated as hedges against the UK pound and US dollar receipts
under certain long-term client contracts. At June 30, 2002, the
Company has entered into pnds stlg 5.7 million of UK pound
forward contracts and $20.6 million in US dollar forward
contracts for the balance of fiscal 2002. No other currencies
are material to Mosaic's operations.


MOSAIC GROUP: Renews Normal Course Issuer Bid Through TSE
---------------------------------------------------------
Mosaic Group Inc. (MGX:TSE), the leading independent marketing
solutions company with capabilities in Canada, the US and the
UK, announced that the Toronto Stock Exchange has accepted
Mosaic's notice of its intention to renew its Normal Course
Issuer Bid through the facilities of the TSE. Under the terms of
the renewal, the maximum number of common shares that can be
purchased under the bid will be 6,326,548 shares. The number of
shares that could be purchased represents 5 percent of Mosaic's
126,529,178 shares outstanding (as of July 22, 2002).

Purchases under the bid may commence August 12, 2002 and will
terminate August 11, 2003 or on such earlier date as Mosaic may
complete its purchases pursuant to the bid. All shares purchased
under the bid will be cancelled. The bid is being made because
Mosaic believes that it will help reduce the volatility in the
public market for its common shares. During the last 12 months,
Mosaic purchased 1,112,300 shares through the facilities of the
TSE at an average price of $4.07.

Mosaic Group Inc., with operations in the United States, Canada,
and the United Kingdom, is a world-leading provider of results-
driven, measurable marketing solutions for global brands. Mosaic
specializes in three functional solutions: Direct Marketing
Customer Acquisition and Retention Solutions; Marketing &
Technology Solutions; and Sales Solutions & Research, offered as
integrated end-to-end solutions. Mosaic differentiates itself by
offering solutions steeped in technology, driven by efficiency
and providing measurable and sustainable results for our Brand
Partners. Mosaic trades on the TSE under the symbol MGX. Further
information on Mosaic can be found on its web site at
http://www.mosaic.com

Mosaic posted a total working capital deficit of about $24
million at June 30, 2002.


NEON COMMS: Disclosure Statement Hearing Convenes on Aug. 20
------------------------------------------------------------
The U.S. Bankruptcy Court for the District Of Delaware will hold
a hearing to consider the adequacy of Neon Communications,
Inc.'s Disclosure Statement on August 20, 2002.  That document
explains how the Debtor's chapter 11 plan works and, if
approved, will be sent to creditors so that they can make an
informed decision about whether to vote to accept or reject the
Company's plan.

The hearing will convene before the Honorable Peter J. Walsh, at
4:00 p.m. in Courtroom 2B, 824 Market Street, Wilmington,
Delaware 19801.

Any objection to the approval of the Disclosure Statement must
be filed with the Court and must be received no later than
August 9, 2002 by:

     (a) counsel for the Debtors
         Paul, Hastings, Janofsky & Walker LLP
         75 East 55th Street
         New York, New York 10022
         Attn: Madlyn Gleich Primoff, Esq. and
         Richard J. Bernard, Esq.;

     (b) co-counsel for the Debtors
         Pepper Hamilton LLP, 1201 Market Street
         Suite 1600, Wilmington, Delaware 19899
         Attn: David B. Stratton, Esq.;

     (c) counsel for the ad hoc committee
         Andrews & Kurth LLP
         805 Third Avenue
         New York, New York 10022-7513; and

     (d) the Office of the United States Trustee
         844 King Street, Suite 2313
        Lock Box 35, Wilmington, Delaware 19801.

NEON Communications, Inc., owns certain rights to fiber and all
of the outstanding stock of NEON Optica, Inc., which owns and
operates a fiber optic network services. The Company filed for
chapter 11 protection on June 25, 2002. David B. Stratton, Esq.,
at Pepper Hamilton LLP and Madlyn Gleich Primoff, Esq., at
Richard Bernard, Esq., represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $55,398,648 in assets $19,664,234
in debts.


NEW POWER: Seeks Nod to Hire Arnold & Porter as Special Counsel
---------------------------------------------------------------
New Power Company, and its debtor-affiliates, ask for permission
from the U.S. Bankruptcy Court for the Northern District of
Georgia to employ and retain Arnold & Porter as Special Counsel
to represent the Non-Management Directors of NewPower Holdings,
Inc.  The Debtors say that the Non-Management Holdings Directors
need independent legal advice and counsel about bankruptcy
issues, including matters relating to claims for compensation
held by the Inside Directors against the Debtors and other
bankruptcy matters affecting the Inside Directors individually,
as they may arise.

Subject to Court approval, the Debtors will compensate A&P at
its customary and ordinary hourly rates.  A&P will also bill the
Debtors for actual and necessary expenses incurred in connection
with these cases.

A&P's hourly rates currently range from:

      Partners and Senior Counsel              $350 - $595
      Associates                               $195 - $345
      Para-Professionals                        $40 - $130

The Debtors, a provider of electricity and natural gas to
residential and small commercial customers in markets that have
been deregulated to permit retail competition, filed for chapter
11 protection on June 11, 2002. Paul K. Ferdinands, Esq., at
King & Spalding and William M. Goldman, Esq., at Sidley Austin
Brown & Wood LLP represent the Debtors in their restructuring
efforts. When the Company filed for protection form its
creditors, it listed $231,837,000 in assets and $87,936,000 in
debts.


NORTHERN NATURAL GAS: Fitch Ups Junk Sr. Unsec. Debt Rating to B
----------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured debt of Northern
Natural Gas Co., to 'B' from 'CC'. NNG's senior unsecured debt
remains on Rating Watch Positive. Fitch expects to further
upgrade NNG's senior unsecured debt into the 'BBB' category
pending the sale of NNG from Dynegy Inc., to MidAmerican Energy
Holdings Co.  NNG has approximately $500 million of senior
unsecured debt outstanding.

NNG operates a 16,600-mile interstate pipeline that transports
natural gas from the Permian Basin in Texas to the upper
Midwest. MEHC is a privately owned provider of energy services
whose holdings include the 926-mile Kern River Transmission
System.

On July 29, 2002, it was announced that DYN had agreed to sell
NNG to MEHC for $928 million in cash, subject to adjustment for
working capital changes. Under the terms of the agreement MEHC
will acquire all of the common and preferred stock of NNG and
assume $950 million in outstanding debt. Unsecured lenders at
NNG are structurally subordinated to a fully-drawn $450 million
secured bank facility. In order to provide additional liquidity
for Enron Corp. in the weeks prior to its bankruptcy filing, NNG
negotiated a $450 million 364-day credit facility secured by
NNG's capital stock, a subordinated note from Enron to NNG, and
substantially all the other assets of NNG. The secured facility
matures in November 2002.

NNG's current 'B' rating reflects its position as a wholly owned
subsidiary of 'B' rated Dynegy Holdings Inc.  NNG's prior 'CC'
rating reflected its exposure to Enron Corp.  Enron's option to
repurchase NNG from DYN expired on June 30, 2002.

It is expected that NNG will be operated as a subsidiary of
MEHC, which is rated 'BBB', with a Stable Rating Outlook.
Approximately 1,100 DYN employees working for NNG will become
MidAmerican Energy employees. NNG's prospective rating will be
affected by the capital structure that will be adopted by the
company following its purchase by MEHC and whether it pays off
the $450 million secured loan, elevating unsecured debt to its
prior senior status.

On a standalone basis NNG historically has demonstrated a strong
financial profile and solid market position. The pipeline
continues to benefit from strong and consistent cash flow
derived from firm contracts with a customer base primarily
composed of local utilities and favorable FERC regulation. NNG
should generate about $240 million of annual EBITDA. Annual
interest associated with its senior unsecured debt is
approximately $34.5 million.


NYACK HOSPITAL: Fitch Maintains Watch on B+ Revenue Bonds Rating
----------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative status on the
approximately $24.7 million Dormitory Authority of the State of
New York hospital revenue bonds (Nyack Hospital), series 1996,
rated 'B+'. Fitch downgraded Nyack Hospital's (Nyack) rating to
'B+' from 'BB+' on Oct. 12, 2001, and maintained the Rating
Watch Negative status on the bonds. Maintenance of the bonds on
Rating Watch Negative is based on Nyack's perilously low
liquidity position, which weakens Nyack's ability to absorb an
unforeseen negative event. Rating Watch Negative identifies that
the rating may be lowered in the near term. Despite the low
liquidity position, Fitch believes that after recent years of
heavy losses and concurrent erosion of cash, Nyack's newly
placed management team appears to have stabilized operations and
begun to demonstrate that the hospital will be viable.

Nyack's liquidity has been significantly impaired over the past
three years. Nyack reported $1.9 million of unrestricted
liquidity as of May 31, 2002, equating to an anemic 6 days cash
on hand and 7% cash to debt. In addition, Nyack is a defendant
in several lawsuits and a plaintiff in another which could have
an adverse impact on operations. A significant adverse judgment
could threaten Nyack's ability to remain a going concern. Nyack
has not met its bond covenants in the last two years and has
received a waiver from the Dormitory Authority as Nyack has
retained a consultant to assist in its turnaround efforts.
Inclusive of all of its long-term debt obligations, Nyack's
maximum annual debt service coverage by EBITDA as of Dec. 31,
2001 was 0.1 times. Nyack's MADS coverage of EBITDA was 1.4x as
of May 31, 2002. In addition, Nyack's contract with its nurses
union is set to expire on Dec. 31, 2002 and Nyack can ill afford
a work stoppage of any duration.

Nyack's reported operating losses were $5.7 million in 1999
(negative 4.7% operating margin) and $32.2 million in 2000
(negative 27.5% operating margin). Management attributes that
$24.4 million of 2000's operating loss is the result of a six-
month nurses' strike that ended in May 2000. Management restated
its 1999 and 2000 results after its former auditor withdrew its
opinion on the accuracy of its audits that it conducted for 1999
and 2000. After its former auditor resigned from the account,
Nyack's new auditor restated Nyack's 2000 balance sheet and
performed the 2001 audit. Nyack lost $3.7 million in 2001
(negative 2.9% operating margin), an improvement of $28.5
million over 2000. Through five months of 2002, Nyack has lost
$295,000 from operations (negative 0.6% operating margin),
despite a slight drop in discharges, as management has
renegotiated managed care contracts, realized benefits from cost
reduction and efficiency initiatives, and closed certain
unprofitable clinical services.

Fitch favorably views Nyack's management, which has provided
Fitch with timely and accurate information. The new management
team started at Nyack beginning in January 2001 with a new chief
executive officer, followed in May 2001 with a new chief
financial officer, after a six-month period of an interim
management team. Fitch believes that Nyack has a solid franchise
that should assist in its financial recovery. Nyack continues to
maintain a leading market share of about 60% in a favorable
service area. Discharges actually increased during the crippling
nurses' strike year of 2000 by 1.7% and by 6.3% in 2001,
indicating physician and patient loyalty despite capital and
equipment needs. Also, net patient accounts receivable were
reduced by $1 million, or 5%, to $18.1 million from the end of
2001 to May 31, 2002 through improved collections and trade
account payables declined by $4.5 million, or 23%, to $15.3
million, as management continues to work with its vendors to
keep the hospital supplied. Days in accounts receivable were 53
days and days in current liabilities were 119 days, as of May
31, 2002.

Fitch believes that Nyack's survival rests with management's
efforts to continue to improve profitability, handle a myriad of
external issues including lawsuits and labor and managed care
negotiations, and identifying opportunities to access capital
for much needed facility improvements to maintain a competitive
balance in the market. Management has indicated that it may seek
an affiliation or partner to achieve this goal.

Fitch's initial rating of Nyack was 'BBB' in April 1996 in
conjunction with the 1996 financing. Fitch lowered its rating to
'BB+' in March of 2001. The rating was lowered to 'B+' in
October 2001. The bonds have been on Rating Watch Negative since
March 2001. Fitch will continue to closely monitor the operating
performance of Nyack.

Nyack is a 375-bed staffed hospital located in Nyack, NY,
approximately 25 miles north of New York City. Nyack had total
revenue of $131 million in fiscal 2001.


PMA CAPITAL: S&P Assigns Low-B Ratings to Sub. Debt & Preferreds
----------------------------------------------------------------
Standard & Poor's lowered its counterparty credit and financial
strength ratings on U.S.-based reinsurer PMA Capital Insurance
Co., and regional primary writers Pennsylvania Manufacturers'
Assoc. Insurance Co., Pennsylvania Manufacturers Indemnity Co.,
and Manufacturers Alliance Insurance Co. (collectively, PMAIG)
to single-'A'-minus from single-'A'.

At the same time, the ratings were removed from CreditWatch
negative, where they had been placed on May 3, 2002.

Concurrently, Standard & Poor's issued its triple-'B'-minus
counterparty credit rating to the holding company, PMA Capital
Corp., in addition to its preliminary triple-'B'-minus senior
debt, double-'B'-plus subordinated debt, and double-'B'
preferred stock ratings on PMACC's $250 million universal shelf,
which was filed on July 18, 2002. The outlook is Negative.

"The ratings downgrade reflects the group's continued poor
operating performance and marginal interest coverage at the
holding company level, which is primarily attributable to
operating losses at excess and surplus lines subsidiary Caliber
One Insurance Co.," said Standard & Poor's credit analyst Laline
Carvalho. "In addition, the group's capital adequacy, albeit
strong, has declined compared with previous years. Partially
offsetting these factors are PMACIC's and PMAIG's good market
position in their respective market segments, hardening market
conditions in the companies' lines of business, as well as
modest earnings diversification and relatively low debt leverage
at the holding company level," Carvalho added.

The negative outlook reflects uncertainty related to PMACC's
execution of its capital raising initiatives to pay down
maturing debt and support strong projected premium growth at the
operating companies, as well as the expectation that earnings
improvements will not materialize until 2003.

PMACC's successful execution of its capital raising initiatives
and continued profitability at its ongoing operations will be
necessary to return the group's outlook to stable. Although the
holding company is expected to post a net loss for 2002, 2003
operating results and interest coverage should improve
significantly and be supportive of the rating level as PMACIC
and PMAIG are expected to continue producing strong profits and
there should be no further earnings drag from Caliber.
Consolidated GAAP combined ratios in 2002 and 2003 (excluding
Caliber) are expected to be in the 101%-103% range. Consolidated
capital adequacy is expected to remain supportive of the rating
level at no lower than 145% at year-end 2002.

PMACIC is the 12th-largest U.S.-domiciled reinsurer based on
policyholders' surplus and the 19th-largest based on net premium
writings, while PMAIG has established itself within the top 12
writers of workers' compensation insurance in the majority of
its marketing states. In Pennsylvania, PMAIG maintains the
largest market share.


PALADYNE CORP: Independent Auditors Issue Going Concern Opinion
---------------------------------------------------------------
Since the February merger of Paladyne Corporation with
e-commerce support centers, inc., Paladyne has provided
CRM-based customer and tech support, and outbound telemarketing
for business-to-business and business-to-customer needs.

The Company's consolidated financial statements were prepared on
a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of
business. Paladyne has cautioned: "As with any new venture,
concerns must be considered in light of the normal problems,
expenses and complications encountered by entrance into
established markets and the competitive environment in which the
Company operates."  As a consequence the Company's consolidated
financial statements do not include, nor does the Company's
management feel it necessary to include, any adjustments to
reflect any possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the
Company to continue as a going concern. The Company's
independent accountant's report contained a going concern
qualification for the year ended August 31, 2001.

Revenues for the nine months ended May 31, 2002 and 2001 were
$6,999,471 and $3,822,581, respectively; representing a 83%
increase in sales. This is due primarily to the May 31, 2001
period containing only four month's revenue due to the timing of
the merger with e-com on February 1, 2001. The increase in
revenue from 2001 to 2002 was partially offset by a reduction in
revenue in 2002 from two large customers of the Company of
$785,000 during this nine-month period. All of these revenues
were derived entirely from the Company's CRM-based customer and
tech support, and outbound telemarketing for business-to-
business to business-to-customer operations. These operations
began with the purchase of e-com on February 1, 2001. Other
revenue for the nine months ended May 31, 2001 were attributable
entirely to the discontinued operations relating to the contract
software and service center operations and have accordingly been
combined into the loss from discontinued operations.

Cost of revenues of $3,826,481 and $2,177,114, respectively for
the nine months ended May 31, 2002 and 2001 were 55% and 57% of
revenue for the periods. The increase in cost of revenues of
$1,649,367 from the nine months ended May 31, 2001 to May 31,
2002 is due to the 2001 period reflecting lower revenues due
primarily to only four months of activity as discussed above.
The increase in cost of revenue from 2001 to 2002, due to more
months being reported in 2002, was partially offset by a
reduction in revenue in 2002 from two large customers of the
Company of $785,000 during this nine-month period

Gross profit was $3,172,990 and $1,645,467, respectively for the
nine months ended May 31, 2002 and 2001 were 45% and 43% of
revenue for the periods. This increase in the gross profit
percentage, from 43% to 45%, is due primarily to efficiencies in
2002 and certain cost reductions. Although revenues and the
related costs were higher in 2002, this was due to more months
of activity rather than greater monthly revenue. The decline in
revenue volume from two of the Company's customers was the
primary cause of the decline in the gross margin.

The net loss for the two nine-month periods, May 31, 2002 and
May 31, 2001, was $1,466,843 and $2,829,075, respectively.

While the Company has raised capital to meet its working capital
requirements in the past, additional financing is required, in
order to meet current and projected cash flow deficits from
operations. The Company is seeking financing in the form of
equity and debt. There are no assurances the Company will be
successful in raising the funds required and any equity raises
would be substantially dilutive to existing shareholders.

In prior periods, the Company has borrowed funds from
significant shareholders of the Company to satisfy certain
obligations.

The Company's independent certified public accountants have
stated in their report included in the Company's August 31, 2001
Form 10-KSB, that the Company has incurred operating losses in
the last two years, and that the Company is dependent upon
management's ability to develop profitable operations. These
factors among others may raise substantial doubt about the
Company's ability to continue as a going concern.


PINNACLE: Provides Update on Contemplated New Credit Facility
-------------------------------------------------------------
Pinnacle Holdings Inc., (OTC Pink Sheets: BIGTQ) announced an
update regarding the new credit facility being pursued to fund
its recently-confirmed bankruptcy plan.  As previously
announced, the United States Bankruptcy Court for the Southern
District of New York entered an order on July 30, 2002
confirming the amended joint plan of reorganization of Pinnacle
Holdings and its wholly owned subsidiaries, Pinnacle Towers
Inc., Pinnacle Towers III Inc. and Pinnacle San Antonio LLC. It
was contemplated that the Plan would be funded by two new
sources of capital:

     (1) an equity investment of up to $205.0 million by
Fortress Investment Group, LLC and Greenhill Capital Partners,
L.P., pursuant to the terms of the Securities Purchase Agreement
entered into as of April 25, 2002, and

     (2) an approximately $340 million new credit facility.  

As previously disclosed, the Investors have been pursuing such
new credit facility pursuant to a Commitment Letter dated April
25, 2002, from Deutsche Bank Securities Inc. and Bank of
America, N.A. issued to the Investors.

Since the Court entered the Order confirming the Plan, Pinnacle
has been informed by the Investors that the Investors believe
that, based on current market conditions, particularly as they
relate to extensions of senior credit to companies associated
with the telecommunications industry, the new credit facility
contemplated by the Commitment Letter may not be able to be
consummated on terms commercially acceptable to the Investors.  
Pinnacle understands from the Investors that the Investors are
continuing to pursue financing to consummate the transactions
contemplated by the Purchase Agreement.  Consequently, Pinnacle
continues to monitor these developments and evaluate its options
consistent with its obligations under the Purchase Agreement and
to Pinnacle's various constituencies.  A condition precedent to
the consummation of the transactions contemplated by the
Purchase Agreement is the receipt of financing on terms not
materially different from those set forth in the Commitment
Letter.  There can be no assurance that financing will be
available to satisfy such financing condition.  If the closing
contemplated by the Purchase Agreement is not consummated on or
before August 20, 2002, votes in favor of the Plan could be
withdrawn, which could result in the need to re-solicit votes on
the Plan.  If certain of the terms of any alternative credit
facility were to vary materially from those contemplated by the
Commitment Letter, Pinnacle might need to re-solicit votes in
favor of the Plan, amend the Plan or seek an alternative to the
Plan, which could result in Pinnacle's constituencies receiving
different consideration than that contemplated by the current
Plan of Reorganization.

Pinnacle is a provider of communication site rental space in the
United States and Canada.  At March 31, 2002, Pinnacle owned,
managed, leased, or had rights to in excess of 4,000 sites.  
Pinnacle is headquartered in Sarasota, Florida.  For more
information on Pinnacle visit its Web site at
http://www.pinnacletowers.com   

Pinnacle Holdings Inc.'s 10% bonds due 2008 (BIGT08USR1),
DebtTraders reports, are trading at 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BIGT08USR1
for real-time bond pricing.


SAFETY-KLEEN: SK Systems Wants to Lease Texas Building as New HQ
----------------------------------------------------------------
Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher &
Flom, in Wilmington, Delaware, tells Judge Walsh that as part of
the overall plan to restructure and rebuild the company, Safety-
Kleen Corp., and its debtor-affiliates have focused on
streamlining their operations, divesting themselves of certain
assets, including the Chemical Services Division, overhauling
and improving their financial reporting systems, and generally
reducing operating expenditures.  Part of this effort involved
an extensive and thorough analysis to determine whether
relocating their corporate headquarters to another metropolitan
area would facilitate the Debtors' emergence from bankruptcy as
a healthier and more competitive organization.  Toward that end,
the Debtors hired the Staubach Company, an international real
estate strategy and services firm with offices in the United
States and Canada that provides solutions for companies
undergoing change and offers advice in connection with site
location and strategic planning for businesses' relocation.

Staubach completed a confidential, weighted evaluation of
Columbia, South Carolina, and four alternative cities --
Atlanta, Charlotte, Chicago and Dallas -- across five criteria:
labor force, real estate, transportation, quality of life, and
business climate, which includes tax incentives and the overall
cost of doing business.  Staubach and the Debtors' professionals
then assisted the Debtors in analyzing the results of the
evaluation and other subjective and intangible costs and
benefits of relocating their corporate headquarters.

After evaluating all of the proposed locations, with the
approval of the Board of Directors, and after discussions with
both the Secured Lenders and the Creditors' Committee, the
Debtors decided to move the company's headquarters to Dallas,
Texas.  Dallas provides:

    -- a significantly larger and more experienced labor pool,

    -- inexpensive real estate,

    -- extensive transportation access to all of the Branch
       Sales and Service's Division field locations,

    -- a generally attractive opportunity for recruiting
       talent, and

    -- potential tax advantages.

By this Motion, Safety-Kleen Corporation and Safety Kleen
Systems, Inc., seek the Court's authority to enter into a lease
of non-residential real property located at 5400 Legacy Drive in
Plano, Texas, known as the "5400 Building", from EDS Information
Services LLC, a Delaware limited liability company.

                         The Lease

The Lease, dated July 30, 2002, covers 109,526 rentable square
feet of space, being the entire Building 3 located at 5400
Legacy Drive.  The lease also includes the use of some office
furniture.

The salient terms of the Lease are:

    (1) Term:  October 1, 2002 to September 30, 2012;

    (2) Rent:  Base rent will be $1,757,892.30 per year,
        payable in $146,491.03 per month.  Base rent includes
        all costs related to the operation, management, repair,
        maintenance and replacement costs.  By December 1 of
        each calendar year, commencing December 1, 2003, or as
        soon after that date as is reasonably possible,
        Landlord will give Tenant written notice of the
        Landlord's estimate of Additional Rent for the
        following calendar year.  The Tenant will pay to the
        Landlord on January 1, 2004, and on the first day of
        each calendar month thereafter during the term of this
        Lease an amount equal to 1/12th of the estimated
        Additional Rent for the applicable calendar year;

    (3) Security Deposit:  $146,491.03;

    (4) Indemnification:  Tenant will indemnify, defend and
        hold Landlord harmless from all claims arising from
        Tenant's use of the premises or the conduct of its
        business, or from any activity, work or things done,
        permitted or suffered by Tenant in and about the
        premises, the building, the campus or the common area,
        except injury to persons or damages to property caused
        by the negligence or willful misconduct of Landlord or
        Landlord's representatives or any other tenant or other
        tenant's contractor, agent, representative, or employee,
        and from and against all costs, reasonable attorney's
        fees, expenses, losses or liabilities incurred in or
        about such claim or any action, suit or proceeding
        brought thereon.  Tenant shall further indemnify,
        defend and hold Landlord harmless from all claims
        arising from any breach or default in the performance
        of any obligation to be performed by Tenant under the
        terms of this Lease or arising from any act, neglect,
        fault or omission of Tenant or its agents,
        representatives to employees, and from and against all
        costs, reasonable attorney's fees, expenses or
        liabilities incurred in or about such claim or any
        action or proceeding brought thereon; and

    (5) Option to Renew:  Provided Tenant is not then in
        default under the Leases (beyond the expiration of any
        applicable notice, cure or grace period), and upon no
        more than 270 and no less than 180 days' prior written
        notice before the expiration of this Lease, Tenant shall
        have the option to extend and renew the premises, for
        one additional period of five years upon the same terms
        and conditions as in this Lease.

                    Ordinary-Course Transaction

The Debtors believe that entry into and performance under the
Lease constitutes a transaction in the ordinary course of
business that does not require court approval.  Nevertheless,
out of an abundance of caution and because Safety-Kleen's future
expenditures for the relocation of its headquarters to Dallas,
Texas, and office space rent are matters important to its
creditors and other parties-in-interest in these Chapter 11
cases, the Debtors believe it is appropriate to file this Motion
with the Court. (Safety-Kleen Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SPIRET TRUST: S&P Junks Series 2002-1 Certificates Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on SPIRET
Trust's series 2002-1 certificates to triple-'C'-minus from
single-'B'.

The lowered rating follows the lowering of FC CBO Ltd./FC CBO
Corp.'s second priority senior notes rating on Aug. 1, 2002.

SPIRET Trust is a swap-dependent synthetic transaction that is
weak-linked to the underlying collateral, FC CBO Ltd./FC CBO
Corp.'s second priority senior notes. The lowered rating
reflects the credit quality of the underlying securities issued
by FC CBO Ltd./FC CBO Corp.

                       Rating Lowered

                        SPIRET Trust
          $4 million trust certs series 2002-1

                    Class       Rating
                             To        From
                    Certs    CCC-      B


TANDYCRAFTS: Says Committee's Objections are Wasteful Strategy
--------------------------------------------------------------
Tandycrafts, Inc., and its debtor-affiliates delivered its
response to the Official Committee of Unsecured Creditors'
objections.  The Debtors believe that the Committee's recent
flurry of motions:

     i) A motion to retain an environmental consultant to
        investigate certain levels of contaminants that were
        identified in Phase I testing at the Debtors' Texas
        facility in order to ascertain what actions, if any, may
        be required of the Debtors and what potential
        liabilities, if any, may exist. The cost for this
        proposed engagement is not expected to exceed $18,000.

    ii) A motion to authorize the Debtors to sell certain
        accounts receivable owed by Kmart Corporation through
        secondary market sales.

   iii) A motion to extend, for three months through July 2002,
        the $15,000 monthly payment to Imperial Capital, LLC,
        the Debtors' investment banker, which has been providing
        ongoing services to the Debtors and their estates in
        pursuing and negotiating potential third-party plan
        and/or asset sale transactions.

are unnecessary and wasteful.  "The Committee suddenly, in a
glaring effort to exert pressure on the parties to obtain
greater concessions in plan of reorganization discussions, has
now apparently embarked on a risky and wasteful strategy of
objecting to each and every motion filed by the Debtors,"
Tandycrafts tells the U.S. Bankruptcy Court for the District of
Delaware.

The Debtors believe that the Committee's objection focuses less
on the substance of any relief sought, and more on a consistent
rehash of the Committee's purported dissatisfaction with the
plan of reorganization process.

In their defense, the Debtors tell the Court that:

     i) The Debtors argue that they have no equity in the Ft.      
        Worth Property and this property is not necessary to
        their reorganization. They must then simply abandon the
        Ft. Property to the Banks in exchange for a credit
        against the Banks' pre-petition claim. However, as the
        Committee should be aware, the Debtors cannot just
        abandon the Ft. Worth Property without further
        investigation of the conditions described. The Debtors
        relate to the Court that the maximum cost to the
        Debtors' estates in retaining ESC is estimated at
        approximately $18,000.

    ii) The Debtors tell the Court that had the Committee
        requested information or attempted to discuss any
        parameters, they would have given them short notice
        period and opportunity to object prior to any sale of
        the Kmart Receivable.  The Debtors point out that they
        have a fiduciary duty to obtain the highest and best
        value for all assets of their estates, including the
        Kmart Receivable. Because Kmart is itself a Chapter 11
        debtor, there can be no assurance on the recovery of the
        Kmart Receivable.

   iii) The Committee suggests that because the initial
        introduction of the third-party was made through JH Cohn
        rather than Imperial, that Imperial should not be
        compensated for its efforts in assisting the Debtors
        with the negotiations. The Debtors assert that Imperial
        is the firm that has marketed the Debtors' assets and is
        negotiating any potential transaction.

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


TRANSTECHNOLOGY: Completes Senior Debt Refinancing Transaction
--------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has completed the
refinancing of its senior debt through a new $34 million senior
credit facility provided by The CIT Group/Business Credit, Inc.
and Ableco Finance LLC.

The new, three-year credit facility is in the form of a $13.5
million revolving line of credit and $6.5 million term loan from
CIT and a $14 million term loan from Ableco.

Joseph F. Spanier, Chief Financial Officer of TransTechnology,
said, "As a result of this refinancing, TransTechnology is no
longer operating under a forbearance agreement with either its
senior or subordinated lenders. The new credit facility carries
a weighted average interest rate 50 basis points below our
previous senior debt, which rate did not include the impact of
various fees and expenses we were required to carry under the
forbearance agreement. Just prior to the completion of this
refinancing, we also closed out the interest rate swap contracts
which had been required under our previous senior credit
facilities and retired the $2.4 million liability for our
exposure on those contracts. Simultaneous with the completion of
the new senior credit facility, the company and the holders of
its subordinated notes amended the subordinated debt agreement
so as to eliminate any violations of covenants under that
agreement. Our current debt position consists of $27.6 million
of senior debt and $80 million of subordinated debt."

The company also announced that it had completed the sale of its
Brazilian retaining ring for a purchase price of $742,000, paid
$325,000 in cash with the balance by installment payments. The
company will also be repaid $258,000 of debt due it from the
Brazilian unit.

The company announced that the relocation of its corporate
office from rented space in Liberty Corner, New Jersey to its
Breeze Eastern facility in Union, New Jersey had been completed,
finalizing the corporate office restructuring begun last year.

TransTechnology Corporation -- http://www.transtechnology.com--  
headquartered in Union, New Jersey, is the world's leading
designer of helicopter rescue hoists, cargo hooks, and aircraft
engine nacelle hold open rods through its Breeze Eastern and
Norco operations with over 300 people at its facilities in New
Jersey and Connecticut. Revenues for the fiscal year ended March
31, 2002 were $72.3 million.


TRENWICK GROUP: Reports Improved Second Quarter Fin'l Results
-------------------------------------------------------------
Trenwick Group Ltd., reported a 30% increase in gross premium
writings in the second quarter of 2002 and a 31% increase in
gross premium writings in the first half of 2002, compared to
the same periods last year.

Trenwick reported operating income of $6.5 million for the
second quarter of 2002 and an operating loss of $7.6 million for
the first half of 2002. Trenwick's operating results for the
first half of 2002 were adversely affected by approximately
$21.8 million of loss development related to the September 11th
terrorist attacks. Trenwick previously reported $23.0 million of
adverse development in the first quarter. Results of Lloyd's
Syndicates in runoff included in Trenwick's operating results
for the 2002 second quarter and first half of 2002 were losses
of $0.9 million and $4.8 million, respectively.

Trenwick reported second quarter 2002 net income of $3.8 million
compared to a net loss of $50.8 million for the second quarter
of 2001. For the first six months of 2002, Trenwick reported a
net loss of $50.8 million compared to a net loss of $31.9
million for the first six months of 2001. The results for the
first six months of 2002 included a charge of $41.7 million for
the cumulative effect of the change in accounting for goodwill,
which resulted from Trenwick's adoption of a new accounting
standard effective January 1, 2002. Also included in the results
of both the second quarter and first six months of 2002 is a
charge of $4.2 million (net of commission income of $2.8
million) related to the previously reported sale of the property
catastrophe business of Trenwick's Bermuda subsidiary, LaSalle
Re Limited. The charge includes the effect of structuring the
sale as a reinsurance transaction, causing related expenses to
be recognized in the current quarter while additional proceeds
will be recognized over the duration of the reinsured LaSalle
contracts. This transaction reduced net income for both the
second quarter and first six months of 2002 by $0.11 per share.

As of June 30, 2002, Trenwick's consolidated common
shareholders' equity totaled $445.6 million compared to $498.3
million at December 31, 2001. The decrease in consolidated
shareholders' equity resulted mainly from the write down of all
of Trenwick's goodwill from the Trenwick-LaSalle business
combination completed in 2000 as a result of the adoption of a
new accounting standard. As of June 30, 2002, Trenwick has no
goodwill on its balance sheet and its GAAP and tangible book
values are the same.

                   Core Operating Results

Trenwick produced core operating income of $7.4 million in the
second quarter of 2002 and a core operating loss of $2.7 million
in the first half of 2002. Trenwick defines core operating
income as income excluding realized investment gains or losses,
cumulative effects of accounting changes, restructuring costs,
operating results of certain Lloyd's syndicates in runoff and
the charge related to the sale of LaSalle's in-force property
catastrophe reinsurance business.

Gross premium writings totaled $442.1 million for the second
quarter of 2002, an increase of 30% compared to $339.6 million
for the second quarter of 2001. The increase in gross premium
writings was attributable to the combination of new business and
rate increases experienced in all principal segments of the
group's operations.

Net premium writings totaled $255.9 million for the second
quarter of 2002, an increase of 4% compared to $244.9 million
for the second quarter of 2001. In connection with the sale of
LaSalle's business as at April 1, 2002, Trenwick effected a 100%
quota share reinsurance agreement on LaSalle's in-force property
catastrophe business, which served to decrease net written
premiums by $50.7 million during the quarter. Absent this
transaction, net written premiums for the second quarter of 2002
were $306.6 million, or 25% higher than the same period in 2001.

Trenwick's combined loss and expense ratio for the quarter ended
June 30, 2002 was 104.4% compared to a combined loss and expense
ratio of 141.7% for the quarter ended June 30, 2001. Trenwick's
combined loss and expense ratio for the first six months of 2002
was 109.2% compared to a combined loss and expense ratio of
124.4% for the first six months of 2001. The higher ratios in
2001 were mainly attributable to the loss reserve strengthening
recorded during the second quarter of 2001 and losses relating
to Tropical Storm Allison and the sinking of the Petrobras oil
rig.

Trenwick's net investment income was $27.9 million in the second
quarter of 2002 compared to $33.2 million for the second quarter
of 2001. For the first half of 2002, Trenwick's net investment
income was $57.1 million compared to $65.4 million for the first
half of 2001. This decrease in investment income results from an
overall decline in fixed income market yields in 2002 compared
to 2001.

Trenwick posted after-tax net realized investment gains of $4.3
million in the quarter ended June 30, 2002, compared to after-
tax net realized investment gains of $1.8 million for the
quarter ended June 30, 2001. During the first six months of
2002, Trenwick posted after-tax net realized investment gains of
$5.4 million, compared to $9.6 million of after-tax net realized
investment gains posted during the first six months of 2001. The
higher 2001 net realized investment gains reflect actions taken
to reposition Trenwick's debt securities portfolio from
municipal securities to corporate securities partially offset by
losses on the sale of equity securities in the first quarter of
2001. Trenwick has only 1% of its investment portfolio invested
in equity securities as at June 30, 2002 and had no material
write down of its debt or equity portfolios as a result of
credit issues during the first half of 2002.

As previously announced, during the second quarter of 2002,
Trenwick significantly reduced its debt from $291.3 million at
December 31, 2001 to $91.6 million at June 30, 2002 by repaying
in full the $195.2 million term loan under its bank credit
facility. This loan repayment will serve to reduce interest
expense for the remainder of 2002 by approximately $4.6 million.
As of June 30, 2002, Trenwick's debt to total capital ratio was
13.5%.

Trenwick's cash used in operations for the second quarter of
2002 was $18.8 million compared to cash used in operations of
$0.5 million for the same period last year. The increase in cash
used in operations in the second quarter of 2002 resulted from
the recording of four months of underwriting cash flow from
Trenwick's Lloyd's operations in the quarter. The inclusion of
the additional month was the result of the implementation of a
new financial reporting system, which eliminated a one month
financial reporting lag at Trenwick's Lloyd's operations. The
effect of the financial reporting change was to cause an uneven
distribution of reported cash flow between the first and second
quarters of 2002. Trenwick's cash provided by operations for the
first half of 2002 was $57.9 million compared to cash used in
operations of $15.4 million for the same period last year. The
significant improvement in cash flow for the first half of 2002
from the same period last year results principally from an
increase in premium writings and cash from payments received
during the first quarter as a result of the reinsurance to close
for the 1999 year of accounts on its Lloyd's syndicates.

Cash from investing activities during the second quarter of 2002
was $252.6 million, an increase of $319.6 million over 2001.
Cash for financing activities was $199.3 million during the
second quarter of 2002, $211.4 million greater than the same
period in 2001. Both the fluctuations in cash from investing
activities and cash for financing activities result from the
sale of investments, the majority of the proceeds from which
were used to repay Trenwick's term loan of approximately $195.2
million.

                   Accounting Standard

Effective January 1, 2002, Trenwick adopted a new standard which
suspended systematic goodwill amortization and instead uses
periodic tests for goodwill recoverability. Trenwick's Bermuda
holding company, LaSalle Re Holdings Limited, has credited the
negative goodwill balance of $11.6 million and using a
combination of market value and cash flow tests, Trenwick
recorded a write down of all $53.2 million of the remaining
goodwill. Both actions have been recorded as a cumulative effect
of an accounting change as of January 1, 2002.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with three principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London insurer and at Lloyd's. Trenwick's U.S.
specialty program insurance business underwrites U.S. property
and casualty insurance through specialty program administrators.

                           *    *    *

As reported in Tuesday Edition of Troubled Company Reporter,
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.


US INDUSTRIES: Fitch Rates $375 Mill. Senior Secured Notes at B-
----------------------------------------------------------------
Fitch's 'B-' rating on US Industries, Inc.'s $375 million senior
secured notes, with USI American Holdings, Inc., and USI Global
Corporation as co-obligors, remains on Rating Watch Negative.
The notes are guaranteed by USI Atlantic Corp.

On August 5, 2002, USI announced that it had signed an agreement
to sell SiTeco, its European lighting division for 120 million
Euros. The transaction is expected to close by the end of this
month. Post this transaction, USI will have substantially
completed its asset sale program, generating proceeds to be used
for debt reduction of almost $700 million. As a result,
cumulative reductions of the company's senior debt will be
satisfied through October 15, 2002, however, the bank facilities
mature on November 30, 2002 and additional asset sales or cash
flow generation will not be sufficient to satisfy the company's
obligation at that time. USI is negotiating with its bank group
to extend the November 30, 2002 due date of the bank facilities.
Pro forma for the divestiture of SiTeco, USI will have about
$400 million outstanding under its bank facilities.

The Rating Watch Negative recognizes that an unfavorable outcome
regarding the company's ability to restructure its bank
facilities could lead to default. Fitch will continue to closely
monitor the company's ability to meet scheduled debt reductions
as well as extend the maturities on its debt.


US PLASTIC LUMBER: Soliciting Approvals of Clean Earth Sale
-----------------------------------------------------------
U.S. Plastic Lumber Corp. (Nasdaq:USPL), has mailed its proxy
statement to stockholders of USPL to solicit their approval of
the sale of Clean Earth, Inc., its environmental services and
recycling division, to CEI Holding Corporation, a corporation
recently formed by Eos Partners, L.P., and Bank of America
Capital Investors, two private equity investment groups that
collectively manage over $2.5 billion of capital. USPL
previously announced its agreement to sell Clean Earth, Inc., to
the Purchaser on June 17, 2002.

USPL has established August 27, 2002 as the Special Stockholders
Meeting Date for the stockholders to vote on the Clean Earth
sale transaction. Although, the closing of this transaction is
subject to the completion of certain conditions to closing which
have yet to be satisfied, including but not limited to
stockholder approval, USPL and Purchaser have established August
28, 2002 as the closing date for the sale.

                         *    *    *

As reported in Troubled Company Reporter's June 19, 2002,
edition, USPL signed a Second Supplemental Forbearance Agreement
with its Senior Lenders in connection with USPL's Senior Credit
Facility extending the forbearance period from May 31, 2002 to
August 31, 2002 to allow the Company adequate time to close the
CEI sale transaction. The Forbearance Agreement permits USPL to
defer the principal and interest payments until the earlier of
the CEI sale transaction or August 31, 2002.

USPL also announced that it has signed a First Amendment to
Forbearance and Modification Agreement with the GE Capital
syndicate group extending the Forbearance Period, deferring
interest and principal payments through the earlier of the (i)
the closing of the CEI sale transaction or (ii) July 31, 2002.


UNITED AIRLINES: Revenue Passenger Miles Drop 12.3% in July
-----------------------------------------------------------
United Airlines (NYSE: UAL) total scheduled revenue passenger
miles (RPMs) fell 12.3 percent in July vs. the comparable month
in 2001, on a capacity decrease of 13.1 percent.  The carrier's
passenger load factor came in at 77.3 percent, up slightly from
76.5 percent a year ago.

United operates more than 1,900 flights a day on a route network
that spans the globe.  News releases and other information about
United may be found at the company's Web site at
http://www.united.com

                        *    *    *

As reported in Troubled Company Reporter's July 16, 2002
edition, the International Association of Machinists (IAM) of
UAL Corp., (B/Watch Dev) unit United Air Lines Inc., (B/Watch
Dev) announced on July 9, 2002, that it formally rejected
management's proposal for a 10% wage reduction. Standard &
Poor's ratings for both entities, which were lowered to their
current level June 28, 2002, remain on CreditWatch with
developing implications.

"The IAM action represents a serious setback for United's effort
to cut its operating costs and seek a $1.8 billion federal loan
guaranty," said Standard & Poor's credit analyst Philip
Baggaley. Although United, the second-largest airline in the
world, has reached a tentative concessionary agreement with its
pilots union, that agreement is contingent on a pilot member
vote, receiving a federal loan guaranty, "equitable and
meaningful participation.by UAL's other labor groups," and other
conditions. Although noncontract employees are to make
concessions as part of the cost-cutting program, it appears that
the pilots would expect one or both of the two employee groups
(mechanics and ground service employees) represented by the IAM
to participate in wage concessions, as well (the flight
attendants have, from the beginning, indicated no willingness to
discuss concessions). The IAM stated that it was "unwise to
begin discussions" with outgoing interim CEO Jack Creighton,
implying a further, possibly lengthy, delay in addressing this
part of United's operating cost problem.


UNIVERSAL ACCESS: Shows $14MM Working Capital Deficit at June 30
----------------------------------------------------------------
Universal Access Global Holdings Inc., (Nasdaq: UAXS) announced
its results for the second quarter ended June 30, 2002. Although
quarterly results were affected by telecom industry
bankruptcies, the company made further progress on cost
reductions and cash burn.

"We successfully weathered the bankruptcies of two large
customers in the second quarter," said Patrick Shutt, Chairman
and CEO of Universal Access. "We have taken actions to mitigate
our risk with customers that have sought bankruptcy protection
to date and believe that, while there are no guarantees, there
is less risk with our other large customers.  Our quarterly cash
burn declined by 30%. We also made good progress on cost
reductions in the four areas we identified in our last quarterly
report: people, services, real estate and vendors."

             Second Quarter Operating Results and Cash

For the quarter ended June 30, 2002, revenues decreased 17%
sequentially to $24.1 million from $29.1 million in the first
quarter of 2002.  Bankruptcy filings by two large customers
accounted for the majority of the decline. These bankruptcies
also created a margin drag as the company was required to cover
circuit costs after revenues were discontinued.  Gross profit
for the second quarter was $4.0 million, down 49% sequentially
from $7.9 million in the first quarter.  Gross margin was 16.0%
versus 27.1% in the preceding quarter.  On a normalized basis
without these effects, second quarter gross margin would have
been 32%, on-par with a similarly adjusted first quarter.

Due to continuing deterioration in the telecom industry and the
expected effect on the company going forward, during the quarter
Universal Access recorded a one-time charge of $50.5 million
related to the impairment and write-down of assets, primarily
its UTX assets and goodwill.  Operations and administration
expense (excluding stock compensation) in the second quarter was
$19.7 million compared to $15.5 million in the first quarter.  
This included non-cash adjustments of $3.8 million related to
notes receivable, accrued expenses and an equipment lease.  In
addition, $3.1 million of bad debt expense was recorded.  
Operating and administration expense excluding these items was
$12.8 million for the quarter.  The EBITDA loss (excluding
stock-based compensation and impairment charges) for the second
quarter was $15.8 million compared to $7.6 million in the
preceding quarter, and the net loss was $72.1 million versus
$12.6 million in the first quarter.

For the first half of 2002, revenues were $53.2 million, down 5%
from $56.0 million in the first half of 2001.

The company finished the quarter with $30.3 million in cash
(including cash, cash equivalents, short-term investments and
restricted cash) compared to $42.8 million at the end of Q1.  
Second quarter cash burn was $12.5 million, a 30% reduction from
the first quarter's burn of $17.9 million. Of the $12.5 million,
$2.9 million was used to retire a capital lease.  The second
quarter operating cash burn exit rate was under $2 million per
month.

The Company's June 30, 2002, balance sheet, shows that its total
current liabilities exceeded its total current assets by about
$14 million.

"The company previously stated that it would reduce SG&A to $4
million per month by early in the third quarter, and we have
done this," said Randy Lay, Universal Access' CFO.  "With
additional cost reductions still in process, we are confident we
have control over our costs and cash and can survive during this
period of turmoil in the telecom industry."

Universal Access was founded in October 1997 with the vision of
enabling a more cohesive data communications network fabric.  
The company's primary business is to serve as telecom carriers'
and service providers' outsourced partner for off-net
connectivity and related services.  Universal Access more
quickly interconnects the existing long-haul and local assets of
many different network carriers and is thus able to accelerate
carriers' revenues, facilitate the outsourcing of operating
costs and reduce capital expenditures for network extensions and
build-outs.  Universal Access Global Holdings Inc., (Nasdaq:
UAXS) is headquartered in Chicago.  Additional information is
available on the company's Web site at
http://www.universalaccess.net


W.R. GRACE: Sealed Air Transaction Trial Set for September 30
-------------------------------------------------------------
The drama continues to unfold as the Official Asbestos
Committees appointed in W.R. Grace's chapter 11 cases continues
to challenge the propriety and avoidability of transactions that
resulted in assets being sold to Sealed Air Corporation.

Recently, the Official Committee of Asbestos Personal Injury
Claimants of W.R. Grace and the Official Committee of Asbestos
Property Damage Claimants of W.R. Grace asked Judge Wolin to
determine:

    (i) the choice of law, and

   (ii) the applicable standard for determining insolvency in
        this adversary proceeding.

                           Choice of Law

Brad N. Friedman, Esq., at Milberg Weiss Bershad Hynes & Lerach
LLP, argues that any choice-of-law analysis will result in the
application of the Uniform Fraudulent Transfer Act because each
of the three states with primary contacts to this matter --
i.e., New Jersey, Delaware and Florida -- had enacted virtually
identical versions of the Uniform Act prior to the fraudulent
transfer at issue.  Thus, Mr. Friedman asserts, there exists
only a "false conflict", which obviates an express choice-of-law
finding.  Nevertheless, if the Court determines that a specific
finding must be made, Mr. Friedman contends that the law to be
applied should be that of New Jersey, the primary place of
business of Old Sealed Air, Grace-1998 -- which renamed itself
New Sealed Air, and Cryovac.

                        Insolvency Standard

The Uniform Act provides, in pertinent part:

  A transfer made or obligation incurred by a debtor is
  fraudulent as to a creditor whose claim arose before the
  transfer was made or the obligation was incurred if the debtor
  made the transfer or incurred the obligation without receiving
  a reasonably equivalent value in exchange for the transfer or
  obligation and the debtor was insolvent at that time or the
  debtor became insolvent as a result of the transfer or
  obligation.

Mr. Friedman points out that the Uniform Act's definition of
insolvency sets forth a straightforward assets-minus-liabilities
test for measuring insolvency:

  a debtor is insolvent when "the sum of the debtor's debts is
  greater than all of the debtor's assets at fair valuation."

Thus, under the plain language of the controlling Uniform Act,
Mr. Friedman says, the test is whether Grace-Conn became
insolvent as a result of the Sealed Air transfers.  To apply the
test in this case, Mr. Friedman explains, the parties would
present evidence concerning the most accurate estimations
possible of Grace-Conn's assets and liabilities immediately
after the transfer occurred.

Despite the clear language of the Uniform Act, the defendants
have asserted that they are entitled to the protection of a
"reasonableness" safe harbor.  According to the defendants, so
long as Grace-1998's estimations of Grace-Conn's liability --
and, consequently, its insolvency -- were "reasonable" when
made, the Sealed Air transfers cannot be considered
constructively fraudulent under the Uniform Act.  The Committees
argue that the defendants' position is contrary to law and
logic.

"It is plain on the face of the statute that there is no
reasonableness safe harbor," Mr. Friedman asserts.  Indeed, the
very language of the Uniform Act demonstrates the fallacy of the
defendants' position.  In two of the three provisions of the
Uniform Act dealing with constructive fraudulent transfer,
reasonableness is an express factor.  However, in Section 5 of
the Uniform Act, the only section at issue here, the
legislatures of New Jersey, Delaware and Florida omitted any
reference to reasonableness.  Clearly, then, the states knew how
to include the term reasonable, and they also knew how to
exclude it.

Admittedly, the standard to be applied in these proceedings is a
question of first impression.  There are no published opinions
that address the particular issue here, i.e., how the future
cost of a debtor's existing mass tort liability arising from a
pre-existing, known, and extensively litigated exposure should
be accounted for in a solvency analysis under Section 5 of the
Uniform Act.  The Committees contend that the straightforward
language of the Uniform Act, analogous case law, and overarching
public policy considerations as to who should bear the burden of
erroneous estimates dictate that the standard proposed by the
Committees -- the best possible estimate of Grace-Conn's actual
liabilities as of the transfer date, based on the most accurate
information available -- should be applied by this Court.

                 Sealed Air and Cryovac Respond

David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom, in
Wilmington, Delaware, acknowledge that, under the choice of law
analysis, the Uniform Fraudulent Transfer Act applies.  However,
to the extent that a finding as to the law of a specific state
applies, Mr. Hurst argues that it should be Delaware, not New
Jersey.  "This is the state of incorporation of W. R. Grace,
Sealed Air, and Cryovac at the time of the 1998 transaction,"
Mr. Hurst points out.

                    Judge Wolin Decides

After examining the laws of New Jersey and of Delaware, District
Judge Wolin finds no material difference between the laws of
these two states.  Both have enacted versions of the UFTA that
are identical in relevant part.  Judge Wolin says he will apply
the Uniform Fraudulent Transfer Act to this adversary
proceeding.

The question of whether the liability represented by the post-
1998 claims surge should be included in the assessment of W. R.
Grace's 1998 insolvency is a key -- perhaps the key -- issue in
this case.  The difference in result, depending on which theory
is adopted, may be dramatic.

Judge Wolin further rules that, subject to certain conditions
and findings, an asbestos claim filed after the transfer date
may be considered in determining the Debtors' solvency in this
case.

                 Constructive Fraud Only

Section 4(a)(1) of the UFTA states that a transfer is fraudulent
"if the debtor made the transfer or incurred the obligation . .
. with actual intent to hinder, delay or defraud any creditor of
the debtor."  This is obviously the definition of actual fraud,
not constructive fraud.  To avoid premature expenditure of
resources on this branch of the case, Judge Wolin bars discovery
into the parties' intent.

There are two sections of the UFTA that may be considered
"constructive" fraud, and each involves two elements.  The first
element is common to both: the debtor did not receive reasonably
equivalent value in the accused transaction.  The second element
deals generally with the debtor's insolvency, but varies between
the two sections.

Section 4(a)(2) requires the debtor's lack of reasonably
equivalent value, and that the debtor:

  "was engaged or was about to engage in a business or
  transaction for which the remaining assets of the debtor were
  unreasonably small in relation to the business or transaction,

   or

  intended to incur, or believed or reasonably should have
  believed that he [or she] would incur debts beyond his [or
  her] ability to pay as they become due."

By contrast, the second solvency element is stated simply.  A
transfer is fraudulent if reasonably equivalent value is missing
and the debtor was insolvent at the time, or became insolvent as
a result of the transfer or obligation.  This is a strict
balance-sheet test: a debtor is insolvent if its debts exceed
its assets.

Both Sections 4 and 5 protect creditors from transfers that
diminish the value of the debtor's remaining estate, regardless
of any truly fraudulent intent.  Judge Wolin contends that
"constructive" fraudulent conveyance comfortably covers this
concept under either section.  However, Judge Wolin notes that
Section 5's definition of insolvency is the broader of the two.
If the plaintiffs choose to aim solely at Section 5 alone, that
is the section, which the defendants must defend.  Therefore,
Judge Wolin adopts the Section 5 standard in his opinion.

                    Determining the Liabilities

Judge Wolin notes that the real dispute is this:

    the defendants contend that the liabilities which should be
    considered to determine the debtor's solvency on the
    transaction date are those that were known on that date or
    those that the debtor reasonably should have known about at
    that time, while the plaintiffs argue that Section 5
    insolvency is determined by the actual liabilities of the
    debtor, net of assets.  What the debtor may have known about
    those liabilities on the transfer date, reasonably or
    otherwise, is not at issue to the plaintiffs.

According to Judge Wolin, the importance of this issue stems
from the mass toxic tort nature of the Debtors' primary
liability. Under the Defendants' theory, W. R. Grace's
liabilities in 1998 would include then-existing asbestos claims
and a reasonable estimate of claims in the future.  
Reasonableness would turn on the legitimacy of the method by
which the 1998 claims rate was extrapolated into the future.  
However, the Defendants have repeatedly represented that W. R.
Grace experienced a substantial increase in asbestos claims
after 1998, and that it was this spike in claims that eventually
drove the company into bankruptcy.  Determining the standard for
proving insolvency under Section 5 will determine to what extent
the post-1998 claims should be considered in calculating Grace's
solvency on the transaction date.  The difference in result,
depending on which theory is adopted, may be dramatic.

Judge Wolin disagrees with the Defendants' assertion that a
finding of insolvency under the UFTA rests on the reasonableness
of the debtor's estimate of its own solvency, both with respect
to contingent future events, and then existing financial
circumstances.  "The clear thrust of case law is whether the
debtor was insolvent on the transaction date without regard to
what it may have thought, reasonably or otherwise," Judge Wolin
explains.

In Judge Wolin's view, the initial question is whether the post-
1998 claimants possessed a "right to payment"; i.e., a claim for
UFTA purposes, on the transaction date, even if they did not
assert the claim until later.  Judge Wolin believes that the
broad definition of claim in the statute begs the question:

    "when does the right to payment arise, or put another way,
    when does the claim become enforceable?

The issue is one of state law, Judge Wolin says.  It is
reasonable, Judge Wolin notes, that of the tens of thousands of
persons making claims for asbestos injury against W. R. Grace
after the 1998 transfer date, most of them had viable claims
against the company prior to that time.  "Asbestos had not been
manufactured or employed in industry for many years before 1998,
so any person with a post-1998 claim must have been exposed long
before the transfer date," Judge Wolin observes.  That exposure
would lead to long-term, serious health effects with long
latency periods that have been common knowledge for 20 to,
perhaps, 30 years.

Judge Wolin therefore rules that these claimants had a "right to
payment", and thus a claim, for purposes of the solvency
analysis of the UFTA on the transfer date.  "It does not matter
that the claimants themselves may not have been aware of their
own claims in 1998.  A cause of action may exist before its
owner is aware of it," Judge Wolin says.

Judge Wolin also rejects the Defendants' assertion that the
post-1998 claims were contingent, and therefore subject to
discounting by the reasonable probability that the contingency
would not arise.  According to Judge Wolin, it is difficult to
discern what extrinsic event was left to occur as of 1998 to
make W. R. Grace liable for asbestos injuries to the post-1998
claimants.  The formal claim is not extrinsic to the underlying
liability, nor is it an event creating liability where none
existed before.  To hold otherwise would be to say that unknown
claims are always contingent.  "Even claims, which are
defeasible through later acts or omissions of the claimants,
does not mean they were never claims in the sense of possessing
a right to payment," Judge Wolin says.

Moreover, Judge Wolin notes that the Defendants took an "ill-
considered detour" in arguing orally the issue of whether
transferee paid equivalent value to argue that their
expectations in exploiting a legal tax avoidance device in the
transaction should be protected.  Here, where the creditors are
alleged to be personal injury victims, this argument rings
particularly hollow. Judge Wolin relates that the creditors have
their debtor forced on them; plainly, the commercial
expectations involved in corporate tax avoidance must take
second place.  Conversely, Judge Wolin says, the purposes of the
fraudulent conveyance statute to prevent debtors from placing
assets beyond the reach of their creditors is only more acute
where the creditors are personal injury claimants.

According to Judge Wolin, torts like personal injury from
asbestos exposure raise considerations with respect to timing
that requires careful consideration from the courts.  "The
reality is that asbestos, like tobacco, has been a societal
scourge for more than a generation.  W. R. Grace knew it had a
serious and open-ended asbestos liability problem for years
before the transaction at issue here," Judge Wolin says.
Moreover, the asset transferred away is alleged to have been a
substantial part of Grace's portfolio.

Firms with well-established legacies of mass-tort liability
should realize that the transfers for less than equivalent value
may harm their tort claimants-creditors should prognostications
of future claims be inaccurate.  These firms are in a "special
position" with respect to creditor transactions.  Transactions,
including legitimate tax avoidance, must take the reality of the
companies' existing liability and the inherent difficulty in
defining that liability's scope into consideration.

                       Trial and Issues

Judge Wolin has set a trial for September 30, 2002, dealing only
with a limited set of issues like:

    (1) the Sealed Air transaction;

    (2) the allegations of constructive fraudulent conveyance.

Post-1998 claims will be included in the solvency analysis of
W.R. Grace for this constructive fraudulent conveyance
proceeding. (W.R. Grace Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESTPOINT STEVENS: S.A.C. Capital Discloses 6% Equity Stake
-----------------------------------------------------------
The securities reported on here are held by S.A.C. Capital
Associates, LLC, an Anguillan limited liability company.  
Pursuant to investment agreements, SAC Capital Advisors and SAC
Capital Management share all investment and voting power with
respect to the securities held by SAC Capital Associates.
Accordingly, SAC Capital Advisors and SAC Capital Management may
be deemed to be the beneficial owner of the securities covered
in this item.

Steven A. Cohen is (i) the President and Chief Executive Officer
of SAC Capital Advisors, the Managing Member of which is a
corporation wholly owned by Mr. Cohen, and (ii) the owner,
directly and through a wholly owned subsidiary, of 100% of the
membership interests of SAC Capital Management. Accordingly, Mr.
Cohen may be deemed to be the beneficial owner of the securities
covered by this statement.  Mr. Cohen disclaims beneficial
ownership of any of the securities covered by this statement.

The amount beneficially owned is 2,959,300 shares of the common
stock of WestPoint Stevens, Inc., representing 6.0% of the
outstanding shares of that class.  Each of the entities
mentioned above shares power to vote or to direct the vote of,
and shares the power to dispose or to direct the disposition of
the entire number of shares reported.

The firm is the #1 US maker of bed linens and bath towels and
also makes comforters, blankets, pillows, table covers, and
window trimmings. It makes the Martex, Utica, Stevens, Lady
Pepperell, Grand Patrician, and Vellux brands, as well as the
Martha Stewart bed and bath lines; other licensed brands include
Ralph Lauren, Disney, and Joe Boxer. Department stores, mass
retailers, and bed and bath stores are its main customers.
(Federated, J.C. Penney, Kmart, Sears, and Target account for
more than half of sales.) It also has nearly 60 outlet stores.
Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.

At June 30, 2002, Westpoint Steven's balance sheet shows a total
shareholders' equity deficit of about $758 million.


WORLDCOM INC: Proposes Uniform Interim Compensation Procedures
--------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates ask the Court's
authority to establish an orderly, regular process for allowance
and payment of compensation and reimbursement for attorneys and
other professionals in the Debtors' cases.

Lori R. Fife, Esq., at Weil, Gotshal & Manges LLP, in New York,
refers to Section 331 of the Bankruptcy Code, which entitles
retained professionals to submit applications for interim
compensation and reimbursement of expenses every 120 days, or
more often if the Court permits.  Ms. Fife also cites the
Standing Order in the Bankruptcy Court for the Southern District
of New York that was issued by former Chief Judge Tina L.
Brozman on January 24, 2000 establishing procedures for monthly
compensation and reimbursement of expenses of professionals.

The Debtors propose this structure for the payment of
compensation and reimbursement of professionals' expenses:

    (a) On or before the 30th day of each month after the month
        for which compensation is sought, each professional
        seeking compensation will serve a monthly statement, by
        hand or overnight delivery on:

          (i) WorldCom, Inc., 1133 19th Street, Washington, D.C.
              20035 (Attn: Michael Salsbury);

         (ii) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
              York, New York 10153 (Attn: Marcia L. Goldstein,
              Esq.);

        (iii) Attorneys for the Debtors' prepetition lenders;

         (iv) Attorneys for the Debtors' postpetition lenders;

          (v) Attorneys for any statutory committee appointed in
              these cases, and

         (vi) The Office of the United States Trustee for the
              Southern District of New York, 33 Whitehall
              Street, 21st Floor, New York, New York 10004
              (Attn: Carolyn S. Schwartz, Esq.);

    (b) The Monthly Statement need not be filed with the Court
        and a courtesy copy need not be delivered to chambers.
        The Motion is not intended to alter the fee application
        requirements outlined in Sections 330 and 331 of the
        Bankruptcy Code.  Professionals are still required to
        serve and file interim and final applications for
        approval of fees and expenses in accordance with the
        relevant provisions of the Bankruptcy Code, the Federal
        Rules of Bankruptcy Procedure and the Local Rules for
        the New York Bankruptcy Court;

    (c) Each Monthly Statement must contain a list of the
        individuals and their respective titles who provided
        services during the statement period, their respective
        billing rates, in the case of attorneys, their
        respective years of graduation from law school and, to
        the extent applicable, the aggregate hours spent by each
        individual, a reasonably detailed breakdown of the
        disbursements incurred and contemporaneously maintained
        time entries for each individual in increments of 1/10
        of an hour;

    (d) Each person receiving a statement will have at least 15
        days after its receipt to review it and, in the event
        that he or she has an objection to the compensation or
        reimbursement sought in a particular statement, he or
        she shall, by no later than the 45th day after the month
        for which compensation is sought, serve upon the
        professional whose statement is objected to, and the
        other persons identified in this Motion to receive
        Monthly Statements, a written Notice Of Objection To Fee
        Statement, articulating the nature of the objection and
        the amount of fees or expenses at issue;

    (e) At the expiration of the 45-day period, the Debtors
        shall promptly pay 80% of the fees and 100% of the
        expenses identified in each Monthly Statement to which
        no objection has been served in accordance with this
        procedure;

    (f) If the Debtors receive an objection to a particular
        Monthly Statement, they shall withhold payment of that
        portion of the Monthly Statement to which the objection
        is directed and promptly pay the remainder of the fees
        and disbursements in the allowed percentages;

    (g) Similarly, if the parties to an objection are able to
        resolve their dispute after the service of a Notice Of
        Objection To Fee Statement and if the party whose
        Monthly Statement was objected to serves on all of the
        parties a statement indicating that the objection is
        withdrawn and describing in detail the terms of the
        resolution, then the Debtors shall promptly pay that
        portion of the Monthly Statement which is no longer
        subject to an objection;

    (h) All objections that are not resolved by the parties
        shall be preserved and presented to the Court at the
        next interim or final fee application hearing to be
        heard by the Court;

    (i) The service of an objection shall not prejudice the
        objecting party's right to object to any fee application
        made to the Court in accordance with the Bankruptcy Code
        on any ground whether raised in the objection or not.
        Furthermore, the decision by any party not to object
        to a Monthly Statement shall not be a waiver of any kind
        or prejudice that party's right to object to any fee
        application subsequently made to the Court in accordance
        with the Bankruptcy Code;

    (j) Every 120 days, but no more than every 150 days or such
        specific date set by the Court, each of the
        professionals shall serve and file with the Court, in
        accordance with General Order M-182 (which can be found
        at http://www.nysb.uscourts.gov), an application for  
        interim or final Court approval and allowance of the
        compensation and reimbursement of expenses requested;

    (k) Any professional who fails to file an application
        seeking approval of compensation and expenses previously
        paid under the Motion when due shall be ineligible to
        receive further monthly payments of fees or
        reimbursement of expenses as provided herein until
        further Order of the Court and may be required to
        disgorge any fees paid since retention or the last fee
        application, whichever is later;

    (l) While an application is pending or while an Order finds
        that payment of compensation or reimbursement of
        expenses was improper as to a particular statement, the
        professional shall not be disqualified from future
        payment of compensation or reimbursement of expenses
        unless otherwise ordered by the Court;

    (m) Neither the payment of, nor the failure to pay, in whole
        or in part, monthly compensation and reimbursement shall
        have any effect on the Court's interim or final
        allowance of compensation and reimbursement of expenses
        of any professionals; and

    (n) The attorney for any statutory committee may, in
        accordance with the foregoing procedure for monthly
        compensation and reimbursement of professionals, collect
        and submit statements of expenses, with supporting
        vouchers, from members of the committee he or she
        represents so long as the reimbursement requests comply
        with the Court's Administrative Orders dated June 24,
        1991  and April 21, 1995.

The Debtors propose that each professional whose retention has
been approved by the Court be allowed to seek compensation and
reimbursement of expenses for work performed during the period
beginning on the date of the professional's retention and ending
on August 31, 2002.  It is further proposed that the first 120-
day fee application period conclude on November 30, 2002.

The proposed procedures, Ms. Fife contends, will enable the
Debtors to closely monitor the costs of administration, forecast
level cash flows, and implement efficient cash management
procedures.  The procedures will also allow the Court and the
key parties-in-interest, including the U.S. Trustee, to insure
the reasonability and the necessity of the compensation and
reimbursement sought.

          Debtors Will Reimburse Committee Members, Too

The Debtors also intend to reimburse reasonable out-of-pocket
expenses incurred by members of any statutory committees
appointed in the Debtors' cases.  The same interim compensation
procedures will apply. (Worldcom Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: Court Confirms Thornburgh's Appointment as Examiner
-------------------------------------------------------------
Richard Thornburgh, Of Counsel to Kirkpatrick & Lockhart LLP and
former United States Attorney General, has been confirmed by the
U.S. Bankruptcy Court for the Southern District of New York as
the Examiner in the WorldCom bankruptcy proceedings.  Thornburgh
has been affiliated with K&L continuously since 1959, except
during periods of public service (including terms as Governor of
Pennsylvania, U.S. Attorney General, and Under-Secretary-General
of the United Nations).

The U.S. Trustee's office requested Thornburgh's appointment in
papers filed with the bankruptcy court on Thursday, August 1st.  
Judge Arthur J. Gonzalez signed an order confirming the
appointment on Tuesday, August 6th.

According to an earlier order that granted the U.S. Trustee the
power to appoint an Examiner, Thornburgh's role will be to " ...
investigate any allegations of fraud, dishonesty, incompetence,
misconduct, mismanagement or irregularity in the arrangement of
the affairs of (WorldCom) ... " by that company's current or
former management, and to prepare a report to the Bankruptcy
Court.  The Court directed the Examiner to coordinate with, and
avoid duplication of, any investigations being conducted by the
U.S. Securities and Exchange Commission, Department of Justice
and other governmental agencies.

Kirkpatrick & Lockhart is a national law firm with more than 650
lawyers in Boston, Dallas, Harrisburg, Los Angeles, Miami,
Newark, New York, Pittsburgh, San Francisco, and Washington.  
K&L serves a dynamic and growing clientele in regional, national
and international markets, currently representing over half of
the Fortune 500.  The firm's practice embraces three major areas
-- litigation, corporate and regulatory -- and related fields.
For mote information, please visit http://www.kl.com


WORLDCOM: Uncovers Additional $3.3BB Improperly Reported EBITDA
---------------------------------------------------------------
WorldCom, Inc., announced that its ongoing internal review of
its financial statements has discovered an additional $3.3
billion in improperly reported earnings before interest, taxes,
depreciation and amortization (EBITDA) for 1999, 2000, 2001 and
first quarter 2002.  This amount is in addition to the
previously reported $3.8 billion in overstated EBITDA in the
year 2001 and first quarter 2002.  As a result, WorldCom intends
to restate its financial statements for 2000. Previously the
company announced that it intends to restate its financial
statements for 2001 and first quarter 2002.  The resulting
changes are summarized in a financial chart below.

WorldCom is continuing its internal financial investigation.  
Investors and creditors should be aware that additional amounts
of improperly reported EBITDA and pretax income may be
discovered and announced.  Until KPMG LLP, the company's newly
appointed external auditors, is able to complete an audit of
2000, 2001 and 2002, the total impact on previously reported
financial statements cannot be known.

The company intends to continue to expeditiously announce
unaudited changes to previously reported financial statements if
it discovers additional issues.  The amounts disclosed have
previously been disclosed to the SEC and other investigative
authorities.

WorldCom also announced it expects to record further write-offs
of assets previously reported, including the likelihood that it
may determine all existing goodwill and other intangible assets,
currently recorded as $50.6 billion, should be written off when
restated 2000, 2001 and 2002 financials are released.  The
company will also reevaluate the carrying value of existing
property, plant and equipment as to possible impairment of
historic values previously reported.  However, until the
company's audit of previously reported asset values is complete
it cannot determine with certainty the amount of its ultimate
write-offs.

WorldCom has notified Andersen LLP, which audited the company's
financial statements until May 2002, of the results of this
review.  WorldCom will issue unaudited financial statements for
2000, 2001 and the first quarter of 2002 as soon as practicable.

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

DebtTraders reports that Worldcom Inc.'s 11.25% bonds due 2007
(WCOM07USA1) are trading at 22.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1
for real-time bond pricing.


XO COMMS: Carl Icahn Extends Tender Offer until August 14
---------------------------------------------------------
High River Limited Partnership, an affiliate of Carl C. Icahn,
is extending the expiration date of its tender offer for up to
$331 million in principal amount of Senior Secured Loans of XO
Communications, Inc. until 5:00 pm, New York City time, on
August 14, 2002, unless the Offer is extended to a later date
and time. Approximately $24.5 million in principal amount of
Senior Secured Loans of XO Communications, Inc. have been
tendered pursuant to the tender offer as of the close of
business on August 6, 2002.


ZIFF DAVIS: Noteholders Accept Terms of Fin'l Restructuring Plan
----------------------------------------------------------------
Ziff Davis Media Inc., announced that as of August 6, 2002,
holders representing 95.1% of the aggregate principal amount of
its $250.0 million of 12.0% Senior Subordinated Notes due 2010,
have formally accepted the terms of its financial restructuring
plan under which the Company would reduce its Senior Notes by
approximately $155.0 million and its cash debt service
requirements over the next several years by over $30.0 million
annually by exchanging cash and new securities for the Senior
Notes.  In addition, the Company announced that it has reached
agreement in principle with holders of 100.0% of the outstanding
loans under its Senior Credit Facility regarding a proposed
amended and restated credit agreement.  Willis Stein & Partners
III, L.P. and certain of its affiliates agreed to purchase for
$720,000 from a tendering bondholder certain equity securities
of Ziff Davis Holdings Inc. that will be issued to that
bondholder in the Exchange Offer.  The WS&P purchase is
contingent upon the completion of the Exchange Offer.

The Company also announced that the Exchange Offer has been
extended through 5:00 p.m. (New York City Time) today, August 9,
2002.

Ziff Davis Media Inc., is a special interest media company
focused on the technology and game markets.  In the United
States, the company publishes 9 industry leading business and
consumer publications: PC Magazine, eWEEK, Baseline, CIO
Insight, Electronic Gaming Monthly, Xbox Nation, Official U.S.
PlayStation Magazine, Computer Gaming World and GameNow. There
are 45 foreign editions of Ziff Davis Media's publications
distributed in 76 countries worldwide. In addition to producing
companion sites for all of its magazines, the company develops
tech enthusiast sites such as ExtremeTech.com.  Ziff Davis Media  
provides custom publishing and end-to-end marketing solutions
through  its Integrated Media Group, industry analyses through
Ziff Davis Market Experts and produces seminars and webcasts.  
For more information, visit http://www.ziffdavis.com


* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:      Rand Araskog
Publisher:   Beard Books
Soft cover:  236 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt  

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of
businesses: insurance, hotels, and industrial, automotive, and
forest products.  ITT owned Sheraton Hotels, Caesars Gaming, one
half of Madison Square Garden and its cable network, and the New
York Knickerbockers basketball and the New York Rangers hockey
teams.  The corporation had rebounded from its troubles of the
previous two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Geneen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20
companies in one month).

ITT's troubles began in 1966, when it tried to acquire ABC.  
National sentiment against conglomerates had become endemic; the
merger became its target and was eventually abandoned.  Next
came a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon
White House; underwriting the 1972 Republican National
Convention.  ITT's poor handling of several antitrust cases was
also making headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1977, and Araskog,
head of ITT's Aerospace, Electronics, Components, and Energy
Group, with more than $1 billion in sales, won the CEO prize a
year later.

Araskog inherited a debt-ridden corporation.  He instituted a
plan of coherent divesting and reorganization of the company
into more manageable segments, but was cut short by one of the
first hostile bids by outside financial interests of the 1980s,
by businessmen Jay Pritzker and Philip Anschutz.  This book is
the insider's story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in
the 1970s and 1980s. Araskog knew everyone.  His writing
reflects his direct, passionate, and focused management style.  
He speaks of wars, attacks, enemies within, personal loyalty,
betrayal, and love for his company and colleagues.  In the
book's closing sentences, Araskog says, "We fought when the odds
were against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century.  We hope to keep
the wagon train moving into the twenty-first century and not
have to think about making a circle again.  Once is enough."
Araskog wrote a preface and postlogue for the Beard Books
edition, and provides us with ten years of perspective as well
as insights into what came next.  In 1994, he orchestrated the
breakup of ITT into five publicly traded companies.  Wagon
circling began again in early 1997 when Hilton Hotels made a
hostile takeover offer for ITT Corporation. Araskog eventually
settled for a second-best victory, negotiating a friendly merger
with The Starwood Corporation, in which ITT shareholders became
majority owners of Starwood and Westin Hotels, with the
management of Starwood assuming management of the merged entity.

Today Mr. Araskog continues to serve on the boards of the four
corporations created from ITT, as well as on the boards of Shell
Oil Company and Dow Jones, Inc.  He heads up his own investment
company with headquarters on Worth Avenue, in Palm Beach,
Florida.

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***