TCR_Public/020814.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 14, 2002, Vol. 6, No. 160     

                          Headlines

ANC RENTAL: Court Okays Ernst & Young as Andersen's Replacement
ACCESSPOINT CORP: Lacks Funds to Meet Liquidity Obligations
ACTERNA CORP: S&P Slashes Corporate Credit Rating to Junk Level
ADELPHIA BUSINESS: Look for Schedules on September 9, 2002
ADELPHIA COMMS: U.S. Trustee Appoints Equity Holders' Committee

ADVANCED COMMS: March 31 Balance Sheet Upside-Down by $3 Million
ADVANCED REMOTE: Singer Lewak Expresses Going Concern Doubt
AMERICAN HOMEPATIENT: Seeking Open-Ended Lease Decision Period
BRAND SERVICES: S&P Keeps Watch on Rating Over Acquisition Plan
BRIGHTSTAR: Working Capital Deficit Narrows to $300K at June 30

BUDGET GROUP: Wins Nod to Pay Workers' Compensation Obligations
COMDISCO INC: Successfully Emerges from Chapter 11 Proceeding
COMMERCIAL MORTGAGE: Fitch Affirms Junk $21.7MM Class L Certs.
CONSECO: Chapter 11 Looming as CEO Fails to Deliver Turnaround
CONSECO FINANCE: Fitch Further Junks Certain Green Tree Deals

CORNERSTONE FAMILY: S&P Cuts Credit & Senior Sec. Ratings to B-
CORRPRO COMPANIES: Files Form 10-K for FY Ended March 31, 2002
COVANTA ENERGY: Signs-Up Yellowstone for Brokering Services
CUTTER & BUCK: Initiates Internal Inquiry into Accounting Issues
DSET CORP: Pursuing New Financing to Meet Future Obligations

DADE BEHRING: Bringing in Bankruptcy Management as Claims Agent
DOBSON COMMS: Requires Additional Capital to Fund Business Plan
ENRON CORP: Seeking Nod to Assume & Assign Office Building Pacts
ENRON: Will Disclose Indemnity Provisions to Mill Business Buyer
FC CBO II: S&P Downgrades Rating on Class B Notes to Low-B Level

FOCAL COMMS: Royce & Associates Discloses 10.68% Equity Stake
GLOBAL CROSSING: Court Approves Examiner's Appointment
GLOBALSTAR: Second Quarter Net Loss Drops 74% to $21 Million
HAYES LEMMERZ: Court Approves Sale Agreement with US Pipe
HOMESTORE INC: June 30 Working Capital Deficit Tops $13 Million

ICG COMMS: Seeks Court Approval to Hire MBL for Financial Advice
IT GROUP: Wants to Hire Jefferson Wells Int'l as Tax Advisors
INTEGRATED HEALTH: Wants to Settle Payment re Walker Securities
INTERLIANT: Gets Interim Nod to Hire Traxi as Financial Advisor
KMART CORP: Brings in Richard King as Gen. Merchandise Manager

KNOLOGY INC: Posts $29 Million in Net Loss for Second Quarter
LTV CORP: Copperweld Signs up Everest Partners as IT Consultants
LERNOUT: ScanSoft Repurchasing $7 Million of Shares from Estate
LERNOUT: Court Allows ScanSoft to Repurchase Shares from Estate
LYNCH CORP: Shareholders' Equity Deficit Tops $7.6MM at June 30

MATTRESS DISCOUNTERS: Reaches Standstill Pact with Noteholders
MIDWAY AIRLINES: Seeks Approval of 4th Amended Credit Agreement
MIKOHN GAMING: Amends Credit Line Facility with Foothill Capital
MONARCH DENTAL: June 30 Working Capital Deficit Narrows to $56MM
NAPSTER INC: Committee Signs up Trenwith as Investment Bankers

NATIONAL STEEL: Posts Improved Second Quarter 2002 Fin'l Results
NEXUS TELOCATION: Nasdaq Delists Shares Effective Aug. 13, 2002
OWENS CORNING: Reports Improved Financial Results for Q2 2002
PILGRIM AMERICA: S&P Keeping Watch on Junk-Rated Class B Notes
QWEST COMMS: Fitch Junks Senior Unsecured Debt Rating

RAILWORKS CORP: Arthur Andersen Engagement Pact Terminated
REPRO MED SYSTEMS: Auditors Raise Going Concern Doubt
SAFETY-KLEEN: Signing up Bifferato as Special Litigation Counsel
SALIENT 3: Reports Increase in Net Assets in Liquidation for Q2
SALON MEDIA: Sets Annual Shareholders' Meeting for September 26

SOLUTIA INC: Fitch Ups Sr. Secured & Unsecured Ratings to BB-/B
SPEEDFAM-IPEC: S&P Keeps Watch on Junk Ratings Over Buy-Out Pact
SYNTELLECT INC: Commences OTCBB Trading Effective Aug. 13, 2002
SYSTEMAX: Obtains Waiver of Covenant Default Under Credit Pact
TECHNICAL COMMS: Considers Transferring Listing to Nasdaq OTCBB

TOUCHSTONE RESOURCES: Closes $1.6 Million Private Placement
US AIRWAYS: U.S. Trustee to Convene Meeting to Form Committees
US AIRWAYS: Fitch Says Bankruptcy Has Minor Impact on Industry
US AIRWAYS: EDS Discloses $140 Million Balance Sheet Exposure
US AIRWAYS: S&P Drops Corporate Credit Rating to D After Filing

US PLASTIC LUMBER: Second Quarter Net Loss Balloons to $3.7MM
UNIVIEW TECHNOLOGIES: Grant Thornton Airs Going Concern Opinion
VANGUARD AIRLINES: Has Until Aug. 16 to Use Cash Collateral
VANTAGEMED CORP: Second Quarter 2002 Net Loss Doubles to $4MM
VERSATEL TELECOM: Court to Consider Chapter 11 Plan on Sept. 5

WINSTAR COMMS: Ch. 7 Trustee Taps Kroll Inc. as Risk Consultants
WISER OIL: Working Capital Deficit Tops $14MM at June 30, 2002
WORLDCOM INC: Seeks OK to Hire Jenner & Block as Special Counsel
XO COMMS: Asks Court to Okay Shareholder Litigation Settlement
YORK RESEARCH: All Proofs of Claim Due Tomorrow

ZIFF DAVIS: Bondholders & Banks Approve Financial Workout Plan

* Meetings, Conferences and Seminars

                          *********

ANC RENTAL: Court Okays Ernst & Young as Andersen's Replacement
---------------------------------------------------------------
Acting United States Trustee for Region 3, Donald F. Walton,
challenged the Debtors' request to employ Ernst & Young.  The
U.S. Trustee suggests that that the terms of the proposed
engagement are of questionable propriety even outside of
bankruptcy.  The scope of Ernst & Young's services is extremely
broad, encompassing a panoply of accounting, auditing,
consulting and tax planning services, Mr. Walton observes.  It
seems ANC Rental Corporation and its debtor-affiliates want to
employ Ernst & Young both under a similar set-up that was
questioned by experts during the Senate committee hearings on
Enron.  "Ernst & Young should not be permitted to perform a
combination of services in a bankruptcy case when the propriety
of a combination of services is now called into question by
accounting professionals," Mr. Walton asserts.

The U.S. Trustee also notes that certain services related to
real estate taxes appear to overlap the services to be provided
by the National Tax Resource Group.  "If both firms are
ultimately retained, they should not provide duplicate services
to the Debtors," Mr. Walton says.

The firm's disclosures must also be updated, Mr. Walton adds.

                           *   *   *

After due deliberation, Judge Walrath grants the Debtors'
application to employ Ernst & Young as their auditors,
accountants and tax consultants, nunc pro tunc to May 21, 2002.

                            *   *   *

As previously reported, Ernst & Young professionals are expected
to render these services:

A. Provide independent auditing services to ANC, including to
   audit and report on the consolidated financial statements of
   ANC as of and for the year ended December 31, 2002, and to
   review ANC's unaudited quarterly financial information before
   ANC files its quarterly reports on Form 10-Q;

B. Provide additional independent auditing services to ANC,
   including:

   a. provide airport concession audits required for the period
      from May 31, 2002 through May 31, 2003;

   b. audit and report on the Schedule of Sources and Uses for
      the  Enterprise Zone Escrow Account for the year ended
      December 31, 2001; and,

   c. audit and report on the National Car Rental, Inc. and
      Alamo Rent-a-Car, Inc. Schedules of National Fleet Size,
      National Fleet Additions and National Fleet Transfers as
      of March 1, 2002 and for the year ended March 31, 2002,
      and the related schedules of Chicago Rental Revenue and
      National Rental Revenue for the year ended March 31, 2002;

C. Provide independent auditing services for two ANC-sponsored
   employee benefit plans, including to audit and report on the
   financial statements and supplemental schedules of ANC Rental
   Corporation 401(k) Profit Sharing Plan and Value Rent-A-Car
   Benefit Plan for the year ended December 31, 2001, which are
   to be included in the Plans' Form 5500 filings with the
   Department of Labor's Pension and Welfare Benefits
   Administration;

D. Perform certain agreed upon procedures related to the Series
   2002-2 Rental Car Asset-Backed Notes;

E. Perform various tax consulting and controversy services;

F. Provide state unemployment tax consulting services;

G. Prepare the applicable Form(s) 5471 Information Return of
   U.S. Persons with Respect to Certain Foreign Corporations for
   ANC; and,

H. Prepare or review certain specific tax returns.

Ernst & Young will be reimbursed for reasonable out-of-pocket
expenses in rendering services for the Debtors in addition to
the prevailing hourly rates of the professionals assigned to the
Debtors:

                   Audit and Accounting Services

            Partners and Principals         $535/hr
            Senior Managers                  390 - 450/hr
            Managers                         325 - 389/hr
            Seniors                          240 - 290/hr
            Staff                            161 - 185/hr
            Paraprofessional                 100/hr

             Tax Consulting and Controversy Services

            Partners and Principals         525/hr
            Senior Managers                 425/hr
            Managers                        315 - 330/hr
            Seniors                         225 - 240/hr
            Staff                           160 - 175/hr
            Paraprofessional                85  - 100/hr

The Debtors also hires Ernst & Young to continue the tax
consulting services to the Debtors, which the firm provided as a
Tier 1 ordinary course professional of the Debtors.  For those
services, Ernst & Young will be paid the same rate:

A. 30% of any tax savings received by ANC as a result of Ernst &
   Young's recommendations, and only those recommendations that
   ANC elects or has elected to implement, plus actual expenses;

B. A flat fee of $25,000 plus software fees of $6,000; and,

C. A flat fee of $125,000 for tax returns, plus actual expenses,
   plus an additional $500 for each state tax return prepared by
   Ernst & Young. (ANC Rental Bankruptcy News, Issue No. 17;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACCESSPOINT CORP: Lacks Funds to Meet Liquidity Obligations
-----------------------------------------------------------
Accesspoint Corporation has suffered recurring losses, cash
deficiencies, loan and capital lease defaults and current
liabilities in excess of current assets. These issues raise
substantial doubt about its ability to continue as a going
concern.

Incorporated in the State of Nevada, Accesspoint Corporation is
a "C" Corporation as organized under the Internal Revenue Code.
As of December 31, 2001, the Company has combined its mature
Internet Application Services technology platform with its
credit card and check-processing platform to provide bundled
payment acceptance, processing and business management services.
These programs provide customers with multiple payment
acceptance capabilities including credit card and check
transaction, a fully operational e-commerce and business
management Website, and a central Web based management system
for servicing both the brick-and-mortar and web based sides to
each business.

The Company focuses on specific markets that historically have
been under served by the transaction processing industry. The
Company's multi-application e-payment systems allow their
growing national sales channel to market a single source
solution to merchants and businesses. Clients enjoy the benefits
of a versatile, multi-purpose system that provides a broad level
of payment acceptance options and value-added business services
without having to manage the multiple business relationships
normally required for these functions.

The Company recognizes revenue from; settlement fees for
electronic payment processing, credit and debit card payment
settlement, check conversion and financial processing programs
and transaction fees related to the use of its software and
credit card processing products, licensure of its software
products and providing Internet access and hosting of Internet
business services and web sites.

Revenue from software and hardware sales and services are
recognized as products are shipped, downloaded, or used.

Revenues for the year ended December 31, 2001 increased to
$6,344,643 from $2,261,752 for the year ended December 31, 2001.
The increase of $4,082,891, or 180.52%, is due primarily to
increased revenues associated with credit card processing which
resulted in an overall increase in sales.

Cost of sales for the year ended December 31, 2001 increased to
$4,045,880 from $324,744 for the year ended December 31, 2000.
The increase of $3,721,136, or 1145.87%, resulted primarily from
the increase in cost of sales associated with credit card
processing, which resulted in an overall increase in sales.

Selling and marketing expenses for the year ended December 31,
2001 increased to $290,914 from $261,715 for the year ended
December 31, 2000. This increase of $29,199, or 11.16%, resulted
primarily from increased sales efforts for acquisition of credit
card processing accounts. Moreover, Accesspoint has focused on
reducing overhead costs, including the reduction in trade show
expenses, advertising consulting costs, and printing costs for
brochure and promotional materials during the development of its
processing and underwriting platform.

General and administrative expenses for the year ended December
31, 2001 decreased to $5,079,324 from $5,848,805 for the year
ended December 31, 2000. The decrease of $769,481, or 13.16%,
resulted primarily from a decrease of Salaries and Wages and
related employee costs and a decrease in professional costs and
other efficiencies.

Interest expense, net, for the year ended December 31, 2001 was
$145,059, as compared to $144,619 for the year ended December
31, 2000. The increase of $440, or 0.30%, in interest expense
resulted primarily from the Company's static cost of debt.

Other Expense, net of Interest expense was $670,423 for the year
ended December 31, 2001 compared to $899,603, which represented
a decrease of $229,180, or 25.48%. This decrease includes
primarily the reduction of bad debt expense and penalties and
includes an extraordinary expense for the year ended December
31, 2001 of $99,500, as compared to $0 for the year ended
December 31, 2000. This increase of $99,500 was a direct result
of payment of a settlement amount under a PSI lawsuit in 2001.
PSI vigorously contested the action and concluded that it was in
the best interests of PSI to resolve the matter without
incurring further attorney's fees. The expense was a one-time
charge.

Net losses for the years ended December 31, 2001 and December
31, 2000 were $3,906,462 and $5,221,248, respectively. The
decrease in loss of $1,314,786, or 25.18%, was primarily related
to increased revenues and a reduction of development related
activities.

For federal income tax purposes, Accesspoint has net operating
loss carryforwards of approximately $10,760,000 as of December
31, 2001 and $7,010,000, as of December 31, 2000. These
carryforwards will expire at various dates through the year
2015. The use of such net operating loss carryforwards to be
offset against future taxable income, if achieved, may be
subject to specified annual limitations.

Accesspoint had, at December 31, 2001, negative working capital.
Management believes that cash generated from operations will not
be sufficient to fund current and anticipated cash requirements.
However, management also believes that the Company's Five
Million Dollar ($5,000,000) Secured Revolving Line of Credit
through Net Integrated Systems should be sufficient to sustain
Accesspoint's operations and activities for the foreseeable
future. As such, it is not believed that current operational
plans for the next twelve months will be curtailed or delayed
because of the lack of sufficient financing. While there can be
no assurances that Accesspoint will continue to have access to
such additional financing, on terms acceptable to it and at the
times required, or at all, management nevertheless believes that
Accesspoint will have access to sufficient capital for the
foreseeable future.


ACTERNA CORP: S&P Slashes Corporate Credit Rating to Junk Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Acterna Corp., to triple-'C'-minus from single-'B' and
its subordinated note rating to double-'C' from triple-'C'-plus.
The rating on its senior secured credit facility is lowered to
single-'B'-minus' from single-'B'. The ratings are placed on
CreditWatch with negative implications.

Germantown, Maryland-based Acterna is the world's second largest
communications test and management company offering instruments,
systems, software, and services used by service providers,
equipment manufacturers, and enterprise users. Acterna had $1.1
billion of debt outstanding as of June 30, 2002.

The rating action is based on the cash tender offer by Acterna
and CD&R Barbados, an affiliate of equity sponsor Clayton,
Dublier & Rice Inc., for up to $155 million of Acterna's
outstanding 9-3/4% senior subordinated notes due 2008. The
consideration for each $1,000 principal amount of the notes
tendered and accepted for payment pursuant to each tender offer
will be $220. As of Aug. 5, 2002, $153.3 million principal
amount of the notes had been validly tendered, representing
notes with an aggregate purchase price of approximately $33.7
million. The offer expires on Aug. 12, 2002.

According to Standard & Poor's criteria, an exchange offer at a
substantial discount to par value recognizes that in effect, the
company will not meet all of its obligations as originally
promised. Therefore, even though the investors technically
accept the offer voluntarily, and no legal default occurs, the
rating treatment is identical to a default on the specific debt
issues involved. On the consummation of the tender offer,
Acterna's subordinated note rating will be lowered to 'D' and
the corporate credit rating to 'SD'.

"Standard & Poor's will reassess Acterna's credit profile upon
completion of the transaction and assign a new rating that
reflects future prospects for credit quality," said Standard &
Poor's credit analyst, Andrew Watt.

Acterna Corp.'s 9.75% bonds due 2008 (ACTR08USR1) are trading at
22 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACTR08USR1
for real-time bond pricing.


ADELPHIA BUSINESS: Look for Schedules on September 9, 2002
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
grants Adelphia Business Solutions, Inc., and its debtor-
affiliates until September 9, 2002, to prepare and file
their Schedules of Assets and Liabilities.


ADELPHIA COMMS: U.S. Trustee Appoints Equity Holders' Committee
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee for Region II appoints these equity security
holders to the Official Committee of Equity Security Holders of
Adelphia Communications, and its debtor-affiliates:

  A. Leonard Tow
     3 High Ridge Park, Stanford, Connecticut 06905
     Phone: (203) 614-4601   Fax: (203) 614-4627
     Attn: Mr. Leonard Tow

  B. Wallace R. Weitz & Company
     1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124
     Phone: (403) 391-1980   Fax: (403) 391-2125
     Attn: Mr. Wallace R. Weitz

  C. AIG DKR Sound Shore Funds
     1281 East Main St., 3rd Floor, Stamford, Connecticut 06902
     Phone: (203) 324-8429   Fax: (203) 324-8498
     Attn: Mr. Marc Seidenberg

  D. Blue River LLC - Personal Holdings of Van Greenfield
     360 East 88th St., Apt. 2D, New York, New York 10128
     Phone: (212) 426-1700   Fax: (212) 426-5677
     Attn: Mr. Van Greenfield

  E. Highbridge Capital Corp.
     9 West 57th Street, 27th Floor, New York, New York 10019
     Phone: (212) 287-4735   Fax: (212) 755-4250
     Attn: Andrew R. Martin, Portfolio Manager
(Adelphia Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 9.875% bonds due 2007 (ADEL07USR2),
DebtTraders says, are trading at 43.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL07USR2
for real-time bond pricing.


ADVANCED COMMS: March 31 Balance Sheet Upside-Down by $3 Million
----------------------------------------------------------------
Advanced Communications Technologies is a party to a license and
distribution agreement for  SpectruCell, a wireless software
based communications platform that is being developed to offer
mobile communications network providers the flexibility of
processing and transmitting multiple wireless communication
signals through one base station. The SpectruCell product, which
is based on the Software Defined Radio platform, is being
developed to allow wireless communication network providers with
the ability to not only direct multiple wireless frequencies
(AMPS, CDMA, GSM, Mobile IP, Voice IP, etc.) through one base
station but will also provide flexibility for future spectrum
upgrades to 3G. The SpectruCell product is being developed by
Advanced Communications Technologies, Pty (Australia), a company
in which Advanced Communications Technologies owns a 20%
interest. Its interest in Advanced Communications (Australia) is
evidenced by a Stock Purchase  Agreement and is reflected by
stock ownership records on file with the Australian Securities  
Investment Commission, an Australian government agency.    
Advanced Communications owes Advanced Communications (Australia)
$1,791,166 under the terms of the Stock Purchase Agreement.  Mr.
May, a former officer and director and significant shareholder
owns 70% of Advanced Communications  Technologies (Australia)
Pty Ltd. through Global Communications Technology Pty Ltd., his
wholly-owned company. Advanced Communications Technologies'
license and distribution agreement encompasses a territory
comprising North, Central, and South America and is for an
indefinite period.  It grants the Company the exclusive right to
license, market and distribute SpectruCell and other products
being developed by Advanced Communications (Australia)
throughout the North, Central and  South  American territories.  
On May 7, 2002, Advanced Communications (Australia) alleged that
the Company is in default of the license and distribution
agreement.  Advanced Communications Technologies believes this
allegation is without merit and intends to defend its rights.

The Company currently has no other products for licensing and/or
distribution other than SpectruCell  and other products being
developed for sale and/or license by Advanced Communications
(Australia).  SpectruCell has not yet been commercially tested
and is expected to be field tested in the U.S. in 2002.

Advance Communications Technologies expects to generate revenue
from the licensing, marketing and distribution of the
SpectruCell product under its license agreement. The
manufacturing of SpectruCell will be arranged by Advanced
Communications (Australia). Advanced Communication Technologies
has not had any meaningful revenues to date. For the nine months
ended March 31, 2002, it had a net loss of  $1,973,621. At March
31, 2002, it had negative working capital of $2,954,729 and an
accumulated deficit of $27,489,576.

The Company's consolidated financial statements for the nine
months ended March 31, 2002, have been prepared on a going
concern basis, which contemplates the realization of assets and
the settlement of liabilities and commitments in the normal
course of business.  The Company's net loss of $1,973,621  for
the nine months ended March 31, 2002, working capital deficiency
of $2,954,729 and stockholders' deficiency of $2,931,136, raise
substantial doubt about its ability to continue as a going
concern.

The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital
and implement its business plan. Management anticipates that the
issuance of securities will generate sufficient resources for
the continuation of the Company's operations.

Based on its loss from operations, working capital deficiency
and stockholders' deficiency the Company's auditors have
expressed doubt regarding its ability to continue as a going
concern.  Of the $19,732,566 loss incurred during 2001,
$18,252,567 was non-cash, the majority of which was a non-
recurring charge from the impairment of the Company's investment
in ACT-Australia.  Cash required by operations amounted to
$1,479,999.  The Company raised $1,712,680 by issuing stock and
debt.  Management is of the opinion that funds for the next
fiscal year can be obtained by issuing additional stock and
debt.  Management anticipates that future operations will
generate sufficient cash to offset operating expenses.

Since inception, the Company has financed operations through the
sale of common stock and  convertible debentures and from
unsecured loans from its major shareholder.  It has raised  
approximately $3,900,000 before offering costs through the sale
of these securities and have borrowed $1,055,736 from an entity
wholly-owned by Roger May, a former officer and director of the
company and a significant shareholder.  These loans are non-
interest bearing, are unsecured, and have no fixed date for
repayment.  Advanced Communications does not believe that the
loans are due upon demand.  However, the actual repayment terms
are not known with any specificity since the terms are not  
contained in a written document.

At March 31, 2002, the cash and cash equivalents balance was
$164,359 an increase of $157,543 from the balance of $6,816 at
June 30, 2001.  During the nine-months ended March 31, 2002,
cash provided by (used in) operations amounted to $1,076,988.
Cash provided by (used in) investing activities was $351,675.
Cash provided by financing activities during the nine-months
ended March 31, 2002 amounted to $1,586,206 and consisted of
$259,736 of unsecured loans from an entity wholly-owned by Roger
May, as mentioned above, a former officer and director of the
Company and a significant shareholder, $120,000 from the sale of
common stock and warrants pursuant to a private offering and  
$1,000,000 of proceeds from the sale of convertible debentures
to Cornell Capital Partners, LP and  other investors.  For the
comparative nine-month period ended March 31, 2001, no cash was
provided by operations as all operations during this period were
financed via unsecured loans from an entity  wholly-owned by
Roger May and proceeds from the sale of securities in private
offerings.  There was  a working capital deficiency in the
amount of $2,954,729 and $2,950,011, respectively, for the nine
month periods ended March 31, 2002 and March 31, 2001.

Anticipated cash needs over the next 12 months consist of
general working capital needs of $1,200,000 plus the repayment
of outstanding indebtedness of $2,921,338.  These obligations
include outstanding convertible debentures in the amount of $1
million, as well as accounts payable and accrued expenses in the
amount of $683,002, accrued compensation of $172,183 and an
unsecured, non-interest-bearing loan payable to an entity
wholly-owned by Roger May.  In addition, there is a note payable
to Advanced Communications Technologies, Pty (Australia) in the
amount of $1,791,166 at March 31, 2002 that is the subject of
the pending lawsuit against Roger May and Advanced
Communications Technologies, Pty (Australia).


ADVANCED REMOTE: Singer Lewak Expresses Going Concern Doubt
-----------------------------------------------------------
Advanced Remote Communication Solutions, Inc., (formerly
Boatracs, Inc.) and its wholly owned subsidiaries, Enerdyne
Technologies, Inc., OceanTrac, Ltd., ARCOMS Europe B.V.,
Innovative  Communications Technologies, Inc., and its divisions
Boatracs and Boatracs Gulfport, are engaged in communications,
satellite transmission technology, and provide video compression
products to government and commercial markets.

   The Company has three business segments:

     1. Boatracs, the communications segment,

     2. Enerdyne Technologies, Inc., a wholly owned subsidiary,
        the video compression segment, and

     3. Innovative Communications Technologies, Inc., a wholly
        owned subsidiary, the satellite technology segment.

Total revenues for the year ended December 31, 2001 were
$16,201,333, an increase of $403,490, or 3%, as compared to
total revenues of $15,797,843 for the prior year ended December
31, 2000.

Communications revenue, which consist of revenues from the sale
of Boatracs systems, software and data transmission and
messaging were $6,731,536, or 42% of total revenues, a decrease
of $678,039, or 9% compared to $7,409,575, or 47% of total
revenues for the year ended December 31, 2000.  Although the
Company sold 58 more MCT units in 2001 compared to 2000,
revenues were down, primarily due to the effects of the adoption
of the U.S. Securities and Exchange Commission's Staff
Accounting  Bulletin No. 101 (SAB No. 101) in 2000, which calls
for revenue to be deferred over a three-year period.  Data
transmission and messanging revenues increased 5% reflecting an
overall increase in  services provided by Boatracs as a result
of growth in the number of systems installed on vessels.  
Software revenues declined 37% to $738,643 in 2001 from
$1,176,010 in the prior year due to certain  long-term software
contracts terminating in early 2001.

Video compression revenues for the year ended December 31, 2001,
which are revenues from Enerdyne, were $2,066,196, or 13% of
total revenues, a decrease of $1,582,782, or 43%, compared to
$3,648,978 or 23% of total revenues in the prior year.  The
decrease in revenues is primarily due to a reduction in sales to
the military  market and the delay in the completion of
engineering of new products which is primarily attributable to
increasing functionality to the products.

Revenues from satellite transmission technology were $7,403,601,
or 46% of total revenues for the year ended December 31, 2001
compared to $4,739,290, or 30% of total revenues for the year
ended  December 31, 2000, an increase of $2,664,311, or 56%.  
The increase in revenues is due primarily to an increase in
royalties and license fees in the amount of $1,334,027 for the
year ended December 31, 2001 to $1,511,981 in 2001, from
$177,954 in the prior year.  The increase resulted in the second  
quarter of 2001 from the receipt of $1 million in connection
with a termination of a license agreement with a customer.

The net losses for the years ended December 31, 2001 and 2000
were $4,850,555 and $9,111,425, respectively.

The Company's cash balance at December 31, 2001 was $268,731, an
increase of $263,642 over the December 31, 2000 cash balance of
$2,089.  At December 31, 2001 working capital was negative
$6,305,639, an increase of $3,891,276 from negative working
capital of $2,414,363 at December 31,  2000.  Cash of $3,025,857
was provided by operating activities, cash of $480,835 was used
in   investing activities and cash of $2,278,380 was used in
financing activities during 2001.

The Company's liquidity was affected by three significant
contracts during 2001 under which it received a total of $5.2
million.  Included in the $5.2 million, was $1.5 million which
was the result of a new license agreement for the use of
technology and represented the first of four  guaranteed royalty
payments totaling $3.5 million to be recorded over the license
term.  The   Company recorded the entire amount as deferred
revenue and is amortizing this amount over the 42-month life of
the agreement in accordance with SAB 101. With respect to the
balance due of $2.0 million on this agreement, in October 2001,
the Company entered into a Letter Agreement whereby the customer
paid $1.4 million in full satisfaction of the account receivable
of $2.0 million owing to the Company and recorded a discount in
the amount of $572,000 as an offset against the balance of the
deferred revenue.  Included in the $1.2 million is revenue from
a license agreement that the Company is amortizing to revenue
over the 18-month term of the license agreement.

As a result of receiving the above payments, in the second
quarter the Company paid off a term loan with a bank in the
amount of $1,937,500.  The loan had an original balance in 1998
of $4,250,000 and a maturity of five years.

The Company's liquidity was also affected by an increase in the
line of credit from a bank in the amount of $500,000 in the
second half of 2001.  The balance on the line of credit was
$2,250,000 at December 31, 2001.

On April 10, 2002 the Company was notified verbally by its bank
that the maturity date of the line of credit would be extended
to July 31, 2002 from April 30, 2002 and the interest rate on
the line will  increase.  The rest of the terms are currently
being negotiated including non-compliance of debt covenants.  If
the Company is not successful and another source of financing is
not found, the Company would have difficulty in continuing
operations. Accordingly, the balance of the debt has been
classified as current as of December 31, 2001.

The total of short and long-term notes payable were $6,685,065
as of December 31, 2001 compared to $8,687,219 in the prior
year, a decrease of $2,002,154. Principal payments of $2,601,530
were made on notes payable during 2001 including the final
payment on a term loan with a bank discussed above.

The Company has not been making scheduled payments on a Senior
Note nor a Subordinated Note to the former owners of Enerdyne
during 2001 and only partial payments were made in 2000.  If the
noteholders do not forego payments on these notes of  
approximately $75,000 per month on the Senior Note and the
balance of $1,667,000 which is due on the Subordinated Note,
then the liquidity of the Company would be affected.  The
remaining balance on the Senior Note of $2.7 million has been
classified as current.

The Company anticipates making capital expenditures in excess of
$300,000 during 2002.

The Company believes that it may need additional financing to
meet cash requirements for its operations, and the availability
of such financing on terms acceptable to the Company is
uncertain.  Furthermore, if management is unable to successfully
develop and implement new profitable  customer contracts and new
service lines or align expenses with future cash requirements,
it will be required to adopt alternative strategies, which may
include, but are not limited to, actions such as reducing
management and line employee headcount and compensation,
restructuring existing financial obligations, seeking a
strategic merger or acquisition, seeking the sale of the Company
or certain of its business units, and/or seeking additional debt
or equity capital.  There can be no assurance  that any of these
strategies could be effected on satisfactory terms.

The Company is required to meet certain restrictive financial
and operating covenants under the line of credit which require
the Company to maintain a minimum tangible net worth and meet
certain  ratios.  Additionally, the facility contains
restrictions on capital expenditures.  As of December 31, 2001,
March 31, 2001 and December 31, 2000 the Company was not in
compliance with the minimum tangible net worth covenant, the
cash flow to fixed charges ratio covenant (as defined in the
Agreement), or the debt to cash flow ratio covenant (as  defined  
in the  Agreement).  The Company  is negotiating a forbearance
of these covenant violations for the year ended December 31,
2001 and accordingly has classified all debt as current.

Pursuant to the terms of the bank loan agreement, effective June
2000, the bank has prohibited the Company from making principal
payments totaling approximately $820,000 on the senior notes
payable and $1.1 million on the subordinated notes to the two
former owners of Enerdyne Technologies, Inc. One former owner is
a director of the Company.

Given the foregoing, no assurances can be given that the Company
will be able to maintain its current level of operations, or
that its financial condition and prospects will not be
materially and adversely affected over the next 12 months.

Singer, Lewak, Greenbaum & Goldstein LLP of Los Angeles, stated
in their letter dated April 8, 2002, which prefaced the Auditors
Report for Advanced Remote Communication Solutions Year Ended
December 31, 2001, that the  Company's recurring losses from
operations and negative working capital raise substantial doubt
about its ability to continue as a going concern.  


AMERICAN HOMEPATIENT: Seeking Open-Ended Lease Decision Period
--------------------------------------------------------------
American Homepatient, Inc., and its debtor-affiliates want to
extend their time period to determine whether to assume, assume
and assign, or reject unexpired nonresidential real property
leases.  The Debtors tell the U.S. Bankruptcy Court for the
Middle District of Tennessee that they need until the Effective
Date of a confirmed Plan of Reorganization to make reasoned
decisions about their unexpired leases.

The Debtors tell the Court that the extension is necessary
because:

     i) the Leases are integral part to the Debtors' operations;

    ii) the Debtors are not likely to have an order authorizing
        the assumption or rejection of the Leases until after
        the statutory 60-day period expires;

   iii) the Debtors' statutory 60-day period will expire before
        the Debtors are able to determine which of the Debtors'
        numerous Leases should be assumed or rejected; and

    iv) the Debtors have already filed a Plan of Reorganization
        that provides for leases and other executory contracts.

American Homepatient, Inc., provides home health care services
and products consisting primarily of respiratory and infusion
therapies and the rental and sale of home medical equipment and
home care supplies. The Company filed for chapter 11 protection
on July 31, 2002. Glenn B. Rose, Esq., at Harwell Howard Hyne
Gabbert & Manner, PC represents the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $269,240,077 in assets and
$322,129,850 in debts.


BRAND SERVICES: S&P Keeps Watch on Rating Over Acquisition Plan
---------------------------------------------------------------
Standard & Poor's Rating Services placed its single-'B' long-
term corporate credit rating for St. Louis-based Brand Services
Inc., on CreditWatch with developing implications. Total debt is
about $177 million. Brand Services is the largest provider of
industrial scaffolding services.

"The CreditWatch placement follows Brand's announcement that J.P
Morgan Partners, the private equity arm of J.P. Morgan Chase &
Co., has signed a definitive agreement to acquire Brand Services
for about $500 million," noted Standard & Poor's credit analyst
Steven K. Nocar. "The CreditWatch listing reflects the potential
for the ratings to be raised, lowered, or maintained, depending
on the prospective capitalization of the company, and the
attendant effect on Brand Services' financial profile," he
continued. Brand Services' rating could be lowered if the new
owners decide to capitalize the company in a manner that has an
unfavorable effect on Brand Services' already aggressive
financial profile. Conversely, if the company is capitalized in
a manner that improves the company's financial profile, ratings
may be raised or affirmed, depending on the magnitude of
improvement.

Standard & Poor's intends to meet with the company's senior
management in the near term to discuss the recapitalization
plans, at which time the CreditWatch status of the ratings is
expected to be resolved.


BRIGHTSTAR: Working Capital Deficit Narrows to $300K at June 30
---------------------------------------------------------------
BrightStar Information Technology Group, Inc. (OTC Bulletin
Board: BTSR), a provider of information technology services,
reported its financial results for the quarter ended June 30,
2002.

Second Quarter Financial Highlights:

     -- Revenue of $2.4 million, at a gross margin of 32%, and
net income of $1.4 million (which reflects a one-time gain of
approximately $1.5 million related to the deconsolidation of an
insolvent subsidiary's liabilities as a result of the bankruptcy
filing by that subsidiary).

     -- Adjusted EBITDA loss of  $0.1 million  (excluding the
$1.5 million one-time deconsolidation gain).

     -- Positive cash flow from operations of $0.1 million.

At June 30, 2002, the Company's balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $300,000.

"Our second quarter financial results were consistent with our
updated guidance issued in early July," said Ken Czaja,
BrightStar's Chief Financial Officer.  "As mentioned in the
previous guidance update, the one-time gain of $1.5 million
resulted from the bankruptcy filing by an insolvent subsidiary
of BrightStar. Excluding this unusual gain, BrightStar incurred
a small EBITDA loss due to the revenue decline in the quarter.
Nonetheless, because of efficient management of our working
capital, we were able to achieve positive cash flow from
operations for the sixth consecutive quarter."

"We continue to have poor visibility into when a turnaround in
IT spending might occur," said Joe Wagda, Chairman and Chief
Executive Officer. "However, we will continue to pursue new
strategies that could give BrightStar a competitive advantage in
our current markets.  In addition, we are actively exploring new
offerings that could potentially create incremental revenue
opportunities for BrightStar, such as our recently announced
financial services initiative with IVestServe."

BrightStar will hold a teleconference to discuss the quarter's
results on Monday, August 19, 2002 at 1:30 PM PDT (4:30 EDT).
The teleconference is open to institutional as well as
individual investors, and will be hosted by Joe Wagda. The
conference may be accessed in the US at:  (877) 430-4853.

A digital recording of the call will be available for 7 days
(beginning two hours after the completion of the call). To
access this recording, US/Canada participants should call (800)
642-1687, and international call (706) 645-9291. Please
reference call #5277771.

BrightStar Information Technology Group, Inc., is a provider of
information technology services.  We help companies maximize
their competitive advantage through the implementation and /or
management of leading edge enterprise level applications
including enterprise resource planning, customer relationship
management, business process management, and, most recently,
financial services software solutions.  BrightStar has
established a strong vertical business presence in healthcare,
energy, technology, and state and local government. BrightStar
has its headquarters in the San Francisco Bay Area with field
offices in Dallas, Texas, and Quincy, Massachusetts, and can be
reached via the company's Web site at http://www.brightstar.com  


BUDGET GROUP: Wins Nod to Pay Workers' Compensation Obligations
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates maintain workers'
compensation programs in all states in which they operate,
pursuant to the applicable requirements of local law.

In all U.S. locations, other than Ohio and Washington, Edmon L.
Morton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates the Debtors insure their workers'
compensation liabilities through a series of jurisdiction-
specific workers' compensation policies issued by two affiliates
of CNA Financial Corporation.  Pursuant to these policies,
Employees seeking reimbursement for work-related injuries file
their claims directly against the Debtors.  The third-party
administrator, also a CNA affiliate, investigates the claims
against the Debtors and validates those deemed meritorious.  The
CNA policies currently have a $250,000 deductible amount per
claim.  In addition, the Debtors continue to be liable for
deductible amounts relating to claims which arose while the
Debtors, or certain of the Debtors, were insured by carriers
other than CNA.  Two of these policies have deductible amounts
per claim of $500,000.

The Debtors participate in "monopolistic" workers' compensation
insurance programs in the states of Ohio and Washington.  The
"monopolistic" programs are funded through, and administered by,
the Ohio Bureau of Workers' Compensation and the State of
Washington Board of Industrial Insurance.  Under the
"monopolistic" programs, Mr. Morton explains that the Debtors
pay fixed premiums to the appropriate state agency on a semi-
annual or quarterly basis, based upon the Debtors' payroll for
Employees working in the applicable state for the coverage
period.  All workers' compensation claims paid under the
"monopolistic" programs are administered by the applicable state
agency, which pays the workers' compensation claims in full.

The Debtors estimate that the aggregate amount of premiums
accrued but not yet paid as of the Petition Date under the
"monopolistic" programs is $9,600.

Outside the United States, the Debtors' workers' compensation
liabilities are typically insured through insurance policies on
a guaranteed cost basis.  Under these policies, workers seeking
reimbursement for work-related injuries file their claims
against the appropriate insurer.  The Debtors pay these workers'
compensation insurance premiums in advance, so there are no
accrued and unpaid amounts owing by the Debtors under these
policies as of the Petition Date.

In connection with their U.S, workers' compensation programs,
the Debtors have obtained, and there are currently outstanding,
four letters of credit for the benefit of various entities.  Two
letters of credit for $16,296,500 and $25,500,000 were issued
for the CAN's benefit or certain of its affiliates.  According
to Mr. Morton, the Debtors' liabilities for the policy period
2000 through the present also are secured by $3,500,000 in cash.  
The other two letters of credit -- $3,700,000 and $100,000 --
were issued for the benefit of an affiliate of Cigna and for the
benefit of Hartford.

If the Debtors are unable to pay their prepetition workers'
compensation obligations, the Debtors expect that the letters of
credit will be drawn, resulting in millions of dollars of claims
against the estates.  "This would make it extremely difficult to
effect a successful Chapter 11 process," Mr. Morton says.

As of the Petition Date, 500 workers' compensation claims were
pending against the Debtors arising out of Employees' alleged
on-the-job injuries.  The Debtors estimate that the total
payable amount is $20,800,000.

The Debtors expect that cash payments related to workers'
compensation claims for the next 12 months will be $6,000,000.

Accordingly, Judge Walrath allows the Debtors to pay all amounts
related to workers' compensation claims that arose prepetition,
in the ordinary course of their business. (Budget Group
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


COMDISCO INC: Successfully Emerges from Chapter 11 Proceeding
-------------------------------------------------------------
Comdisco announced that its First Amended Plan of Reorganization
became effective on August 12, 2002 and that the company has
emerged from Chapter 11. The newly emerged company will be
called Comdisco Holding Company, Inc. As previously announced,
Ronald C. Mishler, 41, will serve as chairman and chief
executive officer of the new company. The appointment of the new
members of the Board of Directors is also effective immediately.

As previously announced, Comdisco's amended Plan was approved by
the United States Bankruptcy Court for the Northern District of
Illinois on July 30, 2002 after having received the affirmative
vote of more than 98 percent of the creditors and shareholders
who voted on the Plan. Both Comdisco's Official Committee of
Unsecured Creditors and Equity Committee also supported
confirmation of the Plan.

The Plan provides for an up to three-year orderly runoff or sale
of the company's remaining assets. The distribution of the net
proceeds realized from such runoff or sale, and the cash
accumulated to date, is anticipated to result in an
approximately 90 percent recovery to creditors. Comdisco expects
to make an initial distribution to its stakeholders prior to the
close of its current fiscal year, which ends on September 30,
2002. Thereafter, distributions are expected to be made on a
quarterly basis or more frequently, if appropriate. Former
common stockholders will share in the net proceeds realized,
beginning at 3 percent of the remaining net proceeds once
creditors reach 85 percent recovery, and scaling up to a 37
percent recovery of any remaining net proceeds once the
creditors realize 100 percent on their claims.

The company anticipates that its new common stock will trade on
the NASDAQ OTC under the symbol CDCOV.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and  
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its Ventures
division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


COMMERCIAL MORTGAGE: Fitch Affirms Junk $21.7MM Class L Certs.
--------------------------------------------------------------
Commercial Mortgage Acceptance Corp., commercial mortgage pass-
through certificates, series 1998-C2, $331.6 million class A-1,
$837.8 million class A-2, $671.1 million class A-3 and interest-
only class X are affirmed at 'AAA' by Fitch Ratings. In
addition, Fitch affirms the following classes: $144.6 million
class B at 'AA', $173.5 million class C at 'A', $173.5 million
class D at 'BBB', $43.4 million class E at 'BBB-', $21.7 million
class G at 'BB', $36.1 million class H at 'BB-', $65.1 million
class J at 'B', $21.7 million class K at 'B-' and $21.7 million
class L at 'CCC'. The $122.9 million class F and the $43.4
million class M are not rated by Fitch. The rating affirmations
follow Fitch's annual review of the transaction which closed in
September 1998.

The rating affirmations are the result of limited paydown of the
collateral pool. While there are more loans of concern and
higher expected losses than at Fitch's last review, the
defeasance of the second largest loan in the pool offsets the
deterioration in performance. In addition, the diversity of this
large pool and the strong performance of the top five loans were
seen as a strength.

The transaction has paid down 6.4%, from $2.9 billion at
issuance to $2.7 billion as of the July 2002 distribution date,
and from 512 loans to 492. This paydown has resulted in limited
increases in credit enhancement levels, from a 2% increase to
the 'AAA' rated classes to a 0.06% increase at the 'CCC' rated
class.

Of concern are expected losses on several loans in special
servicing. As of the July 2002 distribution date, there are 15
loans in special servicing representing 3.7% of the outstanding
pool balance. Overall, Fitch is expecting approximately $25
million in losses. One of these loans is collateralized by an
office property in Hatboro, PA and approximately 1% of the
transaction. The property lost a major tenant in 2001 and the
loan became delinquent after the leases became insufficient to
cover the debt service payment. The borrower is currently
working to re-tenant the building and the property is 78.5%
occupied, compared to 42% earlier this year. An appraisal
estimated the value of this loan to be $22.8 million compared to
$27.8 million total exposure of the loan. However, the special
servicer, Midland Loan Services, estimates a higher value based
on the successful efforts to lease up the property. Fitch
assumed a 15% loss based on discussions with the special
servicer.

Another loan with expected losses is REO and collateralized by a
two hotel properties in Texas, representing 0.3% of the pool.
The original loan consisted of three cross-collateralized and
cross-defaulted properties. The borrower was not able to
maintain the flag standards on the properties and pay debt
service. In 2001, one property was sold and the proceeds were
used to renovate the two remaining properties. Both properties
are currently flagged as Ramada Inns and both are listed for
sale. Fitch assumed over a 70% loss based on the total exposure
of the two properties, a 2001 appraisal and purchase offers on
one of the two properties. Merrill Lynch has agreed to indemnify
the trust for losses up to $1.35 million and Fitch included this
benefit in the total exposure of the loan.

The other 13 loans in special servicing were reviewed in detail
and liquidated or assumed to default with a higher probability
of loss. In addition, Fitch analyzed all loans on the watch
list, (which totaled 0.78%), and loans under review by the
master servicer to be added to the watch list (4.3%) and
defaulted the loans considered of concern in the re-modeling of
the pool.

Approximately 74% of the borrowers reported year-end 2001
financial statements and the resulting weighted average debt
service coverage ratio was 1.72 times compared to 1.48x at
issuance. The top five loans represent 20% of the outstanding
loan balance. The increased performance of these loans continues
to benefit the pool. The debt service coverage ratio (DSCR) of
the top five loans was 2.01x at year-end 2001 compared to 1.63x
at issuance. This excludes the defeased One Liberty Plaza loan.

After each loan in the pool was analyzed, the required
subordination levels were sufficient to affirm all classes.


CONSECO: Chapter 11 Looming as CEO Fails to Deliver Turnaround
--------------------------------------------------------------
The Wall Street Journal reported that after a two-year
turnaround attempt by Chairman and CEO Gary Wendt, Conseco Inc.
is fast running out of options.  Barring a last-minute rescue by
some financial savior, the insurance and financial-services
company may soon have to reorganize its debt, the newspaper
reported.  Recently, according to the Journal, Conseco publicly
said it probably couldn't meet all of its debt obligations due
by the end of next year.  And that, analysts say, probably means
one of two things: an outright chapter 11 filing or a bankruptcy
deal pre-approved by its creditors, the newspaper reported. (ABI
World, Aug. 9, 2002)

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


CONSECO FINANCE: Fitch Further Junks Certain Green Tree Deals
-------------------------------------------------------------
Fitch Ratings downgrades certain classes of Conseco Finance
Corp.'s Green Tree Recreational, Equipment and Consumer Trusts
to 'CC' from 'CCC'. In addition, Fitch places the downgraded
classes on Rating Watch Negative.

This action follows Fitch's downgrade of Conseco Finance Corp.'s  
senior debt rating to 'CC' from 'CCC' on August 9, 2002.
Interest and principal on the class B certificates of each
series listed below is guaranteed by Conseco Finance Corp.  
Asset performance, declining excess spread, and continued use of
guaranty payments to support the classes link the security
ratings directly to the credit strength of Conseco.

             The downgraded securities are:

    Green Tree Recreational, Equipment and Consumer Trust

    --Series 1996-B asset-backed certificates downgraded to 'CC'
      from 'CCC'.

    --Series 1996-C asset-backed certificates downgraded to 'CC'
      from 'CCC'.

    --Series 1996-D asset-backed certificates downgraded to 'CC'
      from 'CCC'.

    --Series 1997-A asset-backed certificates downgraded to 'CC'
      from 'CCC'.

    --Series 1997-B class B certificates downgraded to 'CC' from
      'CCC'.

    --Series 1997-C class B certificates downgraded to 'CC' from
      'CCC'.

    --Series 1997-D asset-backed certificates downgraded to 'CC'
      from 'CCC'.

    --Series 1998-A certificates, class B-C downgraded to 'CC'
      from 'CCC'.

    --Series 1998-A certificates, class B-H downgraded to 'CC'
      from 'CCC'.

    --Series 1998-B asset-backed certificates, class B-2
      downgraded to 'CC' from 'CCC'.

    --Series 1998-C asset-backed certificates, class B-2
      downgraded to 'CC' from 'CCC'.

    --Series 1999-A asset-backed certificates, class B-2
      downgraded to 'CC' from 'CCC'.

The ratings for all the transactions listed above have also been
placed on Rating Watch Negative.

Should Conseco's credit rating deteriorate further, the ratings
on these classes will be lowered.


CORNERSTONE FAMILY: S&P Cuts Credit & Senior Sec. Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings services lowered its corporate credit
and senior secured ratings on funeral home and cemetery operator
Cornerstone Family Services Inc., to single-'B'-minus from
single-'B'-plus. The downgrade reflects the company's weak
operating performance, lower investment income, and reduced
cushion under its bank covenants.

The outlook on Bristol, Pennsylvania-based Cornerstone remains
negative. About $134 million of debt is affected.

"If the company is not able to improve cash flow as available
liquidity and bank covenants tighten further again within a
year, and debt maturities increase, the rating could be
lowered," said Standard & Poor's credit analyst David Peknay.

The speculative-grade ratings on Cornerstone Family Services
reflect the company's established presence as an operator of
cemeteries and funeral homes in several regions, with an
increasingly constrained financial position.

Management seeks to capitalize on the relatively predictable
demand for its services, and build future market share through
preneed sales efforts and a modest acquisition strategy.
However, the recent decline in death rates in Cornerstone's
markets has resulted in sales that have lagged expectations.

Moreover, as earnings on the company's trust funds are a
material source of revenues, weakened investment returns have
had an adverse impact on total earnings and cash flow.

Cornerstone owns and operates a network of 133 cemeteries and
five funeral homes in 11 eastern states. It has grown from 123
cemeteries and four funeral homes previously owned by
Alderwoods, which Cornerstone had upon its formation in March
1999.


CORRPRO COMPANIES: Files Form 10-K for FY Ended March 31, 2002
--------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), the leading provider of
corrosion protection engineering services, systems and
equipment, filed its amended Form 10-K for the fiscal year ended
March 31, 2002, including its audited financial statements, with
the Securities and Exchange Commission.  The Company reported
revenues of $172.2 million and a net loss of $18.2 million,
which included significant non-cash charges related to the
write-down of certain deferred tax assets and its investment in
its Australian subsidiary.  The report may be accessed through
the SEC's Web site at http://www.sec.gov

Corrpro, headquartered in Medina, Ohio, with over 60 offices
worldwide, is the leading provider of corrosion control
engineering services, systems and equipment to the
infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading
supplier of corrosion protection services relating to coatings,
pipeline integrity and reinforced concrete structures.

                         *    *    *

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


COVANTA ENERGY: Signs-Up Yellowstone for Brokering Services
-----------------------------------------------------------
Covanta Energy Corporation, and its debtor-affiliates seek the
Court's authority to employ Yellowstone Realty LLC as its broker
for the sale of its entire interest in an undeveloped real
property located at commercial building lots five, six, seven
and eight of the Grizzly Park Addition to the Town of West
Yellowstone, Montana.  The sale will be in conformity with the
Miscellaneous Assets Order.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen and Hamilton,
in New York, reports that the Debtors have no use for the
Assets. But the Debtors continue to incur unnecessary
maintenance charges and property taxes.  The Debtors believe
that engaging the services of an experienced broker to identify
potential buyers would maximize the value of the Assets for the
benefit of the estates.

Accordingly, the Debtors consider Yellowstone as the most
qualified firm to bring about a sale of the Assets.  Yellowstone
has extensive experience selling property in the West
Yellowstone area and has been active in doing so for the past
five years. Thus, Ms. Buell says, Yellowstone is well versed in
the requirements for advertising, providing notice and carrying
out a sale of real property like the Assets.

As Broker, Yellowstone will:

    (a) act as exclusive agent for the sale of the Assets for
        three months, commencing on the date of the Court Order
        of this Application;

    (b) advertise the sale of the Assets pursuant to Local Rule
        6004-1(h);

    (c) identify potential buyers for the Assets; and

    (d) coordinate the sale of the Assets.

As compensation for the sale of the Assets, Yellowstone will be
entitled to a 6% commission calculated based upon the gross
proceeds of the sale.  The commission will be payable only upon
a closing of the sale of the Assets, consistent with the
Miscellaneous Assets Order.  At the closing of the sale of the
Assets, Yellowstone will deduct its commission and will forward
all remaining amounts within five days by certified check to:

      Covanta Energy Corporation
      40 Lane Road, Fairfield, New Jersey 07007-2615
      Attention: Louis Walters.

Ms. Buell tells the Court that Yellowstone has neither any other
compensation arrangement with any of the Debtors nor has been
previously employed by any Debtor in connection with these
Chapter 11 cases.

Donald W. Stanley, owner of Yellowstone Realty, reports that
Yellowstone, or it employees:

  (a) do not have any connection with any of the Debtors, their
      creditors, equity security holders or any other parties-
      in-interest in any matters relating to the Debtors or
      their estates, or their respective attorneys and
      accountants;

  (b) are "disinterested persons" as that term is defined in
      Section 101(14) of the Bankruptcy Code, as modified by
      Section 1107(b) of the Bankruptcy Code; or

  (c) do not hold or represent any interest adverse to the
      Debtors or their estates.

Moreover, Mr. Stanley informs Judge Blackshear that Yellowstone
has not received any promises as to compensation of payment in
connection with these cases other than in accordance with the
provisions of the Bankruptcy Code. (Covanta Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CUTTER & BUCK: Initiates Internal Inquiry into Accounting Issues
----------------------------------------------------------------
CEO Fran Conley announced that the Company plans to restate its
audited financial statements for the fiscal years ended April
30, 2000 and April 30, 2001. The restatements will correct
entries of sales into incorrect periods, and inaccurate
reporting of sales by distribution channels. Although the matter
is still under review, the Company does not have any reason to
believe that its current net worth will be affected or that
there will be any change in the Company's total sales for the
past three years.

The adjustments stem from certain transactions that were
discovered by Conley following her recent appointment as Chief
Executive Officer. A Committee formed by Conley, and made up of
her and the Board's Audit Committee is conducting an
investigation of accounting issues with respect to revenue
recognition for the fiscal years ended April 30, 2000 and April
30, 2001 and its potential impact on the past fiscal year ended
April 30, 2002. The Committee has retained special outside
counsel to assist with this investigation.

The investigation was triggered by shipments of approximately
$5.8 million to three distributors during fiscal year 2000 which
had been recorded as sales of inventory for that year but were
evidently made on a consignment basis. These shipments should
not have been recorded as sales until the merchandise was resold
by the distributors. After it became apparent to the Company's
former management that the three distributors would not be able
to sell most of this product, the Company arranged for the
merchandise to be returned to Cutter & Buck at the end of fiscal
year 2001. That reacquisition was accounted for as a reduction
in sales during fiscal year 2001.

The business transactions at issue were not disclosed to the
Company's then outside members of its Board of Directors and
were not discussed with the Company's auditors. Rather, there is
evidence that the Company's standard accounting practices and
controls were circumvented and that sales returns in fiscal 2001
were intentionally mis-allocated to several of the Company's
business lines instead of the business line under which those
sales were originally booked. The Committee believes that some
members of the Company's former management may have received
increased incentive compensation as a result of the overstated
FY 2000 financial results.

"The Board has always been committed to operating the Company
with the highest levels of integrity," said Conley. "We are
appalled at this discovery and we are determined that nothing
like this will happen at Cutter & Buck in the future. We want
this investigation to root out the full extent of any financial
reporting issues. I am absolutely committed, as is the current
leadership team, to strengthening our Company's values and
building the systems we need. Cutter & Buck will be the kind of
company that our shareholders and employees want it to be --
rooted in integrity, and bolstered with strong systems and
controls.

"The managers responsible for these business decisions and those
who were responsible for the integrity of the Company's
financial statements no longer have any role with the Company,"
said Conley. "They include the former Chairman and Chief
Executive Officer, the former President and Chief Operating
Officer, the former Chief Financial Officer, the former Manager
of Corporate Sales and the former Controller."

On Friday, the Company accepted the resignation of Stephen S.
Lowber, the Company's Chief Financial Officer. Lowber joined the
Company in 1997.

The Committee is working to conclude its investigation
expeditiously and the Company currently anticipates filing its
annual report on Form 10-K for the fiscal year ended April 30,
2002 by mid September. The Company also will restate its
financial results for the relevant quarters during the periods
in question and may need to correct other sales entries which
more properly should have been reported in later periods. As a
result, investors should not rely on the currently reported
financial statements and reports for the fiscal years 2000
through 2002.

Due to the discovery of the accounting irregularities, the
Company's auditor, Ernst & Young, believes there is a material
weakness in the Company's internal controls and operations. The
Committee is reviewing the matter as part of its investigation
and will recommend that the Company immediately remedy any
deficiencies. The Company has informed the staff of the SEC of
its internal investigation and plans to keep the SEC informed of
its progress.

  Cutter & Buck Announces Preliminary First Quarter Year 2003

                           Results

Cutter & Buck announced that, before adjustments related to the
investigation and other restructuring charges, sales for first
quarter ended July 31, 2002 are approximately $34 - $35 million
and the Company expects to report a net loss in the range of
$2.5 - $3.0 million. This includes the previously-announced
after-tax restructuring charge of $2.5 million to abandon
unnecessary warehouse space.

"We expected sales to be lower than last year because we have
eliminated some business lines," said Conley. "However, sales in
our larger businesses -- golf, corporate, and fashion -- were
all somewhat softer than our expectations. Our managers did a
fine job of cost control, so the income from operations for the
quarter will be more in line with our plan. Since we will be
burdened by the costs of the current investigation, as well as
any required actions to improve systems, we think that profits
for the year will be lower than our previous guidance."

Cutter & Buck designs and markets upscale sportswear and
outerwear under the Cutter & Buck brand. The Company sells its
products primarily through golf pro shops and resorts, corporate
sales accounts and specialty retail stores. Cutter & Buck
products feature distinctive, comfortable designs, high quality
materials and manufacturing and rich detailing.


DSET CORP: Pursuing New Financing to Meet Future Obligations
------------------------------------------------------------
DSET Corporation (Nasdaq: DSET) reported second quarter 2002
financial results.

For the quarter ended June 30, 2002, DSET reported total
revenues of $1.2 million, as compared with $1.5 million in the
first quarter of 2002, and as compared with $2.6 million in the
second quarter of 2001.

Gross margins on revenues for the second quarter of 2002 were
15.6 percent versus 20.2 percent for the same quarter in 2001.
The difference is primarily attributable to approximately
$200,000 of amortization of acquired technology in the merger
with ISPsoft Inc. Gross margins for the current quarter, with
this amortization expense excluded, were 32.3 percent.

The net loss for the quarter was $14.8 million as compared with
a net loss of $13.2 million for the quarter ended June 30, 2001.
The weighted average number of basic and diluted common shares
outstanding for the second quarter of 2002 was 5.1 million and
the number of basic and diluted common shares for the second
quarter of 2001 was 2.9 million. The primary difference in the
number of shares between the second quarters of 2002 and 2001 is
due to the 2.3 million shares issued as part of the merger with
ISPsoft on January 31, 2002. All share and per-share amounts
have been restated for the Company's one-for-four reverse stock
split in August 2001.

During the quarter, the Company recorded a charge for the
impairment of goodwill of $11.4 million relating to DSET's
merger with ISPsoft, Inc., in January 2002. The amount of
impairment reflects both the further decline in the Company's
stock price and resulting market valuation in recent months and
a reassessment of the market outlook for capital equipment and
software purchases in the telecommunications industry. Under FAS
142, "Goodwill and Other Intangible Assets", goodwill impairment
is deemed to exist if the net book value of a reporting unit
exceeds its estimated fair value. The fair value was determined
based on the common stock price and resultant market value of
the Company. This charge is non-recurring and does not affect
the Company's cash position. This compares to a charge of
$420,000 for the impairment of goodwill related to DSET's
electronic bonding gateway business in the second quarter of
2001.

The net loss for the quarter also included restructuring and
other charges of $1.8 million, related to certain severance
expenses and expenses related to the abandonment of leasehold
improvements, excess computer and office equipment and excess
furniture related to the reduction of staff and the closing of
additional office space. This compares to $6.4 million of
restructuring and other charges in the second quarter of 2001.
The current quarter also includes a credit of $307,000 to bad
debt expense, due to the collection of some previously reserved
accounts and an improved outlook for collection of other
accounts. In the second quarter of 2001, the Company recognized
a charge to bad debt expense of $545,000.

Revenues for the six months ended June 30, 2002 were $2.7
million as compared to $6.0 million for the same period of 2001.
The net loss for the current period was $16.6 million as
compared to a net loss of $24.1 million for the same period of
2001. Restructuring and other charges for the six months ended
June 30, 2002 were $2.3 million as compared with $9.8 million in
the same period in 2001. Restructuring and other charges were
related to severance expenses, the costs of closing office
space, and the write-off of fixed assets abandoned due to the
reductions in workforce. The net loss for the six months ended
June 30, 2002 also included the charge noted above for the
impairment of goodwill of $11.4 million related to the merger
with ISPsoft, Inc.  This compares to a charge of $420,000 for
the impairment of goodwill related to DSET's electronic bonding
gateway business in the first half of 2001. The weighted average
number of basic and diluted common shares outstanding for the
first six months of 2002 and 2001 was 4.7 million and 2.9
million, respectively.

The company ended the second quarter with $3.9 million in cash
and cash equivalents. This compares to $13.0 million in cash and
cash equivalents as of December 31, 2001. The cash utilized in
the first six months included approximately $3.6 million of
payments made in conjunction with the ISPsoft merger. In
addition, the Company collected $1.4 million for the U.S. income
tax refund due to the new tax carry-back provisions of the Job
Creation and Worker Assistance Act (JCWAA) signed into law on
March 9, 2002. The company also recorded a current receivable in
the second quarter for additional U.S. income tax refund claims
of $449,000 related to those noted above.

                    Second Quarter Activities

In late May, the Company implemented another reduction in force
to further reduce costs. Its current headcount is now less than
50 employees. In addition, the Company consolidated its two New
Jersey offices and relocated our corporate offices to its
Shrewsbury, New Jersey facility in order to further reduce
expenses. These actions were taken to reduce our breakeven point
and lower its cash burn rate.

The Company recently announced the general availability of
IPSource(TM) 2.2, Release 1. IPSource 2.2.1 is the latest
release of the company's innovative and high performance IP
provisioning, activation, configuration and management platform
that empowers service providers to roll-out new services to
customers quickly, reliably and profitably. This release has
already generated strong interest from major Tier I
communications providers who have either started trials of the
new release or indicated their desire to start trials in the
near future. The general availability of Release 2 of IPSource
2.2, which includes further enhancements to our current support
of IPSec and other exciting new features, is expected by the end
of the year.

The Company has recently signed a strategic partnership
agreement with FDM Group, based in the U.K., to provide systems
integration and support for IPSource and help promote the
product to a broader customer base. FDM is an international
provider of IT and e-business solutions to blue chip clients
throughout the U.K., Europe and the U.S.

Its electronic bonding gateway business continues to make
positive contributions to the Company. The Company still sees
strong interest from surviving competitive service providers and
new entrants to the industry for the value provided by
automating this key element of provisioning new
telecommunications services. One of its main competitors,
Quintessant Communications, recently went out of business, and
the Company believes this and further consolidation in the
market should help future prospects.

In keeping with the commitment to support the latest industry
standards in products, the Company recently released ezAccess
3.4. This new electronic bonding gateway product supports both
ASOG (Access Service Ordering Guidelines) 24 and ASOG 25 and is
compliant with MetaSolv's TBS 5.1.2.

As previously announced, the Company transferred its stock
listing to the Nasdaq SmallCap market effective May 29, 2002 in
order to continue to provide investors with a robust and liquid
market for trading stock. However, in July 2002 DSET received
notice from Nasdaq that it had not maintained the minimum
required market value for its publicly held shares of common
stock of $1 million for a thirty-day period. As a consequence,
it will be provided 90 calendar days, or until October 15, 2002,
to regain compliance. In order to regain compliance, the market
value of publicly held shares of its common stock must be
greater than $1 million for a minimum of 10 consecutive trading
days. In order to comply with this rule, the Company believes it
must maintain a minimum closing bid price of at least $0.31. If
the Company does not qualify for continued listing by October
15, 2002 it will have the opportunity to appeal any delisting
notification to Nasdaq's Listing Qualifications Panel. In the
event that it is not able to maintain listing on the Nasdaq
SmallCap market, trading may continue on the Over-the-Counter
(OTC) Bulletin Board or other electronic quotation services.

                      Looking Forward

"We continue to pursue additional financing to meet future
funding needs of our operations until we again can generate a
positive cash flow. We are exploring multiple options to raise
additional funds while we try aggressively to sell our way into
stability with our new IP solutions. If cash flows are
insufficient or we are unable to raise funds on acceptable
terms, there would be a material adverse effect on our financial
position and operations. Investors are encouraged to review our
risks and uncertainties as outlined in greater detail in our
Form 10-K filed with the SEC, along with the possible actions
the Company may take to mitigate them.

"We continue to believe that our unique IP solutions are
competitive and we are working hard to win our first few
customers in this market, which could open the door to raising
additional cash."

DSET Corporation -- http://www.dset.com-- is one of the leading  
providers of innovative OSS software solutions designed to
minimize operational costs and maximize the value of service
offerings for telecommunications providers around the world.
Since 1989, DSET's field-proven products have been used to build
critical global network applications that generate immediate
return on investment. DSET's portfolio of industry-leading
products include: IPSource, an advanced IP provisioning,
activation and configuration platform enabling providers to
deploy, modify and manage services quickly, reliably and
profitably; and electronic-bonding gateways that allow
competitive service providers to exchange information
electronically with other telecommunications providers which
significantly reduce the time required to provision services and
resolve service outages for their customers.


DADE BEHRING: Bringing in Bankruptcy Management as Claims Agent
---------------------------------------------------------------
Dade Behring Holdings, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to appoint Bankruptcy Management
Corporation as the official notice, claims and balloting agent.

The Debtors estimate that there are approximately 11,000
editors, former employees, entities and other parties in
interest who require notice of various matters. As Agent,
Bankruptcy Management will:

     a) maintain the list of the Debtors' creditors and serve
        the required notices in these chapter 11 cases and will
        prepare the related certificate of affidavit of service;

     b) assist the Debtors in the preparation of the Schedules
        of Assets and Liabilities and Statement of Financial
        Affairs and, if necessary:

          i) docketing, reconciliation and resolution of claims;

         ii) balloting; and

        iii) any other administrative services as may be
             required by the court or the Debtors;

     c) with respect to docketing claims, Bankruptcy Management
        will receive and docket claims, if any, reflecting in
        sequential order the claims filed in these chapter 11
        cases.

Bankruptcy Management will also provide the Debtors with claims
management consulting and computer services. The Debtors may use
Bankruptcy Management to provide the Debtors with training and
consulting support necessary to enable the Debtors to
effectively manage and reconcile claims, and to provide the
requisite notices of the deadlines for filing proofs of claim.

Bankruptcy Management's hourly rates are:

          Principals               $150 - $225 per hour
          Consultants              $ 95 - $150 per hour
          Case Support             $ 75 - $150 per hour
          Technology Services      $125 - $175 per hour
          Information Services     $ 45 - $75 per hour

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.


DOBSON COMMS: Requires Additional Capital to Fund Business Plan
---------------------------------------------------------------
Dobson Communications Corporation, through its predecessors, was
organized in 1936 as Dobson Telephone Company and adopted its
current organizational structure in 2000. The Company is a
provider of rural and suburban wireless telephone services in
portions of Alaska, Arizona, California, Kansas, Maryland,
Michigan, Missouri, NewYork, Ohio, Oklahoma, Pennsylvania,
Texas and West Virginia.  The Company also owns a 50% interest
in a joint venture that owns American Cellular Corporation.

For the three months ended March 31, 2002, the Company's total
operating revenue increased $11.9 million, or 9.1%, to $143.1
million from $131.2 million for the comparable period in 2001.
Total service revenue, roaming revenue and equipment and other
revenue represented 60.6%, 36.2% and 3.2%, respectively, of
total operating revenue during the three months ended March 31,
2002 and 56.8%, 38.8% and 4.4%, respectively, of total operating
revenue during the three months ended March 31, 2001.

For the three months ended March 31, 2002, Dobson incurred a
loss, net of income tax benefits before discontinued operations
and cumulative effect of change in accounting principle, from
its American Cellular joint venture totaling $7.2 million
compared to a net loss of $19.1 million for the three months
ended March 31, 2001. These losses represent Dobson's
proportionate loss in American Cellular, which has decreased for
the three months ended March 31, 2002 compared to the same
period in 2001, primarily as a result of the implementation of
SFAS No.142. This new standard requires companies to cease the
amortization of existing goodwill and indefinite life intangible
assets effective January 1, 2002.

For the three months ended March 31, 2002, Dobson's net loss was
$80.4 million. Net loss increased $36.3 million, or 82.5%, from
$44.1 million for the three months ended March 31, 2001. The
increase in net loss was primarily attributable to the
cumulative effect of change in accounting principle, offset by
gain from the sale of discontinued operations and the decrease
in loss from continuing operations.

At March 31, 2002, Dobson had working capital of $215.0 million,
a ratio of current assets to current liabilities of 2.2:1 and an
unrestricted cash balance of $157.2 million, which compares to
working capital of $181.9 million, a ratio of current assets to
current liabilities of 1.9:1 and an unrestricted cash balance of
$161.6 million at December 31, 2001.

On January 14, 2000, Dobson obtained an $800.0 million credit
facility and increased it by $125.0 million to $925.0 million on
May 1, 2000. This credit facility is structured as a loan to
Dobson's subsidiary, Dobson Operating Co.LLC., the successor by
merger to Dobson Cellular Operating Company and Dobson Operating
Company, with guarantees from certain of its subsidiaries and
Dobson Communicationsus. The original proceeds from the $800.0
million credit facility were used primarily to: consolidate the
indebtedness of the Company's Dobson Cellular Operations Company
subsidiary under a $160.0 million credit facility and the
Company's Dobson Operating Company subsidiary under a $250.0
million senior secured credit facility; repurchase $159.7
million outstanding principal amount of its 11.75% senior notes
due 2007; and pay the cash portion of the costs of certain of
Dobson's pending acquisitions.  The increase of $125.0 million
was used to fund the acquisition of Texas 9 RSA on May 1, 2000.

At March 31, 2002, this credit facility included a $300.0
million revolving credit facility and $308.2 million remaining
of term loan facilities consisting of a Term A Facility of
$153.1 million, a Term B Facility of $83.8 million and an
additional Term B Facility of $71.3 million. These loans begin
to mature in 2007. As of March 31, 2002, the Company had $520.7
million outstanding under this credit facility and had $87.5
million of availability.

Advances bear interest, at the Company's option, on a prime rate
or LIBOR formula. The weighted average interest rate was 4.7%
for the three months ended March 31, 2002. Company obligations
under the credit facility are secured by:  a pledge of Dobson's
ownership interest in DOCLLC; stock and partnership interests of
certain of DOCLLC's subsidiaries; and liens on substantially all
of the assets of DOCLLC and its restricted subsidiaries,
including FCC licenses, but only to the extent such licenses can
be pledged under applicable law.
    
Dobson Communications Corporation is required to amortize the
Term A Facility with quarterly principal payments of $5.0
million, which began on June 30, 2001, increasing over the term
of the loan to quarterly principal payments of $25.0 million.
The Company is required to amortize the Term B Facility with
quarterly principal payments of $375,000 from March 31, 2000
through December 31, 2006 and with quarterly principal payments
of $34.9 million during 2007. The company began amortizing the
additional $125.0 million portion of the Term B Facility with
quarterly principal payments of $312,500 on June 30, 2000, and
will continue through March 31, 2007. These quarterly principal
payments on the addition Term B Facility will increase to $29.1
million from June 30, 2007 through March 31, 2008. Under certain
circumstances, the Company is required to make prepayments of
proceeds received from significant asset sales, new borrowings
and sales of equity and a portion of excess cash flow. When
Dobson completed the sale of four licenses to Verizon Wireless
for a total purchase price of $348.0 million during February
2002, it permanently prepaid approximately $248.4 million
towards this credit facility. In addition, it has the right to
prepay the credit facility in whole or in part at any time. As
stated, as of March 31, 2002, the Company had $520.7 million
outstanding under the credit facility.

Dobson Communications has required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade its wireless systems and those it may acquire. It has
financed operations through cash flows from operating
activities, bank debt and the sale of debt and equity
securities.  Dobson's credit facility imposes a number of
restrictive covenants that, among other things, limit its
ability to incur additional indebtedness, create liens, make
capital expenditures and pay dividends. In addition, it is
required to maintain certain financial ratios with respect to
the borrower and certain of its subsidiaries.


ENRON CORP: Seeking Nod to Assume & Assign Office Building Pacts
----------------------------------------------------------------
In accordance with its proposed sale of Enron Center South and
Day Care Center Assets, the Enron Corp., and Smith Street Land
Company seek the Court's authority to assume and assign any of
the related contracts and leases to the purchaser upon closing
of the Sale.  The Contracts are:

1. Under the Office Building Agreement:

    (a) Agreement for Architectural Services dated July 1, 1998
        by and between Enron Property & Services Corp. and
        Kendall/Heaton Associates, Inc. as subsequently assigned
        and assumed Enron Corp on July 16, 1999;

    (b) Construction Contract with Clark dated as of July 16,
        1999 by and between Enron Corp. and The Clark
        Construction Group, as amended on December 1, 1999 and
        February 9, 2000;

    (c) License Agreement dated July 10, 2001 by and between
        Enron Corp. and Level 3 Communications, LLC;

    (d) License Agreement dated June 27, 2001 by and between
        Enron Corp. and Metromedia Fiber Networks;

    (e) License Agreement dated August 1, 2001 by and between
        Enron Corp. and Phonoscope Communications, Inc.;

    (f) License Agreement dated may 3, 2001 by and between Enron
        Corp. and Qwest Communications Corporation;

    (g) Application and Agreement for Electric Service
        Applicable to Rate Schedules MGS and LGS dated September
        25, 2001 by and between Enron Corp. and Reliant Energy
        HL&P;

    (h) Telecommunications Agreement dated April 16, 2001, by
        and between Enron Corp. and Southwestern Bell Telephone
        Company;

    (i) License Agreement dated May 4, 2001 by and between Enron
        Corp. and Teleport Communications Houston, Inc.;

    (j) Agreement for Construction Project Services dated as of
        June 5, 2000 by and between Enron Corp. and Berger Iron
        Works, Inc.;

    (k) City of Houston Ordinance No. 99-940 granting Enron
        Corp., the right to use and occupy portions of Smith
        Street, Bell Avenue and Louisiana Street for a skywalk,
        a tunnel, an electric vault and foundation tiebacks;

    (l) Agreement for Professional Services dated April 12, 1999
        between Enron Corp. and Ulrich Engineers, Inc.;

    (m) Agreement for Professional Services dated November 10,
        1999 between Enron Corp. and Professional Services
        Industries, Inc.;

    (n) Storm Water Capacity and Wastewater Capacity Reservation
        Transfer Authorization Forms dated as of June 15, 1999
        by and between Legacy Trust Company, as Trustee of The
        Douglas B. Marsahll, Jr., Management Trust and Brazos
        Office Holdings II, LP, by and through its agent Enron
        Corp;

    (o) Agreement for Services dated August 22, 2001 between
        Enron Property & Services Corp. and Fujitec America,
        Inc.;

    (p) Agreement to Purchase and for Services dated May 7, 2001
        between Enron Corp. and MCSi, Inc.; and

    (q) Agreement for Services dated January 8, 2001 between
        Enron Property & Services Corp. and Pro-Bel Enterprises
        Limited.

2. Under the Day Care Center Agreement:

    (a) Child Care Operating Agreement dated May 18, 2001 by and
        between Enron Corp. and Knowledge Beginnings Corporate
        Solutions, Inc.  Cure Amount is $82,829 for prepetition
        payments;

    (b) Agreement for Construction Project Services dated
        January 5, 2001 by and between the Smith Street Land
        Company and Tellepsen Builders, LP.  Cure Amount is
        $478,259 for prepetition obligations;

    (c) Agreement for Architectural Services dated December 5,
        2002 by and between Smith Street Land Company and John
        Kirksey Associate Architects, Inc., doing business as
        Kirksey;

    (d) Agreement for Professional Services dated April 12, 1999
        between Smith Street Land Company and Ulrich Engineers,
        Inc.; and

    (e) Agreement for Professional Services dated November 10,
        1999 between Smith Street Land Company and Professional
        Services Industries, Inc.

The Debtors may withdraw any of the contracts from assumption
and assignment prior to the closing of the Asset sale.  This
list, however, does not include the UBS Lease Agreement, which
must be assumed and assigned to the prospective purchaser.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs Judge Gonzalez that only two of the contracts and
leases need to be cured.  The Debtors are current with the rest
of their obligations.  Mr. Rosen says that the counterparties of
the contracts and leases have until October 4, 2002 to object to
the proposed Cure Amounts.  Failure to object will forever bar
them from objecting to the cure amounts the Debtors propose.

For timely filed objections, Enron and Smith Street will,
promptly upon Closing, deposit all Disputed Cure Amounts into a
segregated, interest bearing account in the name of Smith
Street. The Debtors will then use commercially reasonable
efforts to resolve the Disputed Cure Amounts as promptly as
practicable, otherwise, the dispute will be heard before the
Court; provided that the resolution of any Disputed Cure Amount
will not hinder or delay the Closing.

In addition, the bidders for the Assets will provide all non-
debtor counter-parties to the Contracts and Leases to be assumed
and assigned with adequate assurance of future performance.

Thus, Mr. Rosen contends, the assumption and assignment of the
Contracts and Leases is warranted under Section 365 of the
Bankruptcy Code. (Enron Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Will Disclose Indemnity Provisions to Mill Business Buyer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
rules that upon execution of a confidentiality agreement in form
and substance satisfactory to Enron Corporation and no less
restrictive than the terms and conditions of the confidentiality
provisions related to the Purchase and Sale Agreement dated July
13, 2000, relating to the acquisition of Garden State, the
Debtors are authorized to disclose the indemnification
provisions to the prospective purchaser of the Mill Business.  
The Debtors' disclosure of the Indemnity Information will not
constitute a breach of any of the Debtors' obligations contained
in the Agreement nor relieve any of the indemnitor's obligations
contained in any document, agreement or instrument related
thereto.

                           *    *    *

As previously reported Garden State Paper Company LLC determined
that:

  -- a sale of the Recycling and Mill Businesses to the highest
     bidder at a public auction, or

  -- a sale of the Mill Business and the Recycling Business as
     separate units to the extent the combined purchase price
     exceeds all bids for the Business,

would provide the greatest recovery to its estate and creditors.

In case there are no bidders for the Business, Garden State will
accept bids solely for the Mill Business or solely for the
Recycling Business, for sale as separate units.

Garden State Paper Company LLC is located in Garfield, New
Jersey and engaged in the business of:

  (i) manufacturing and selling newsprint made from recovered
      paper and generating certain of the electrical power used
      therefor at certain of its facilities -- the "Mill
      Business"; and

(ii) receiving, sorting, and baling recyclable waste
      materials, including old newspapers -- the "Recycling
      Business."

By its motion, Garden State seeks to sell and assign the
Business or, to the extent necessary, the Mill Business or the
Recycling Business, including, inter alia, the Real Property
Leases, Owned Real Property, Equipment Leases, Permits, Assumed
Contracts, Inventory, and the Intellectual Property, subject to
the exceptions in Section 2.2 of the Asset Purchase Agreement.

In addition, it is anticipated that the highest and best bidder
will assume certain liabilities relating to the Business, the
Mill Business, or the Recycling Business. (Enron Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FC CBO II: S&P Downgrades Rating on Class B Notes to Low-B Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class B notes issued by FC CBO II Ltd., an arbitrage CBO
transaction collateralized primarily by high-yield bonds, to
double-'B' from triple-'B'-minus. At the same time, the rating
on the class A notes is affirmed at double-'A'.

The lowered rating on the class B notes reflects factors that
have negatively impacted the credit enhancement available to
support the rated notes since the transaction was originated in
September of 1998. These factors primarily include a par erosion
of the collateral pool securing the rated notes as a result of
asset defaults within the collateral pool. Standard & Poor's
noted that as of the most recent available monthly trustee
report (July 1, 2002), the class B par value ratio was 106.3%,
versus the minimum required class B par value ratio of 110.0%.

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

                       RATING LOWERED
                       FC CBO II Ltd.

                           Rating
              Class    To        From     Current Balance
               B       BB        BBB-     $65.00 million

                       RATING AFFIRMED
                        FC CBO II Ltd.

             Class     Rating     Current Balance
              A         AA         $741.679 million


FOCAL COMMS: Royce & Associates Discloses 10.68% Equity Stake
-------------------------------------------------------------
Royce & Associates, LLC, investment advisers located in New York
City, beneficially own 527,289 shares of the common stock of
Focal Communications Corporation, representing 10.68% of the
class.  Royce & Associates hold sole powers, both to vote or
direct the voting of, and to dispose of, or direct the
disposition of the entire amount of stock owned.
     
Focal Communications gets right to the point: The competitive
local-exchange carrier (CLEC) provides local and long-distance
voice services over more than 500,000 access lines in more than
20 US metropolitan markets. Targeting large corporations, it
also offers such data services as Internet access and remote
access to LANs, ISPs, and value-added resellers. Focal owns and
operates switches and leases transport capacity; it typically
provides its services over T1 lines. Nearly 70% of Focal's lines
are used for data traffic, and the company has rolled out
broadband digital subscriber line (DSL) service. Focal also
offers equipment colocation for ISPs. Investment firm Madison
Dearborn owns 35% of the company.

                           *    *    *

As reported in Troubled Company Reporter's June 28, 2002
edition,  Standard & Poor's assigned its triple-'C' bank loan
rating to integrated communications service provider Focal
Communications  Corp.'s senior secured credit facility and
assigned its double-'C' rating to the company's senior unsecured
debt. The company completed a comprehensive recapitalization
plan on October 26, 2001.

A triple-'C' corporate credit rating was also assigned to the
company. The outlook is developing. As of March 31, 2002,
Chicago, Illinois-based Focal had total debt outstanding of
about $477 million, including $103 million of convertible notes.
The company offers voice and data services to large enterprise
and Internet service provider (ISP) customers in 22 metropolitan
markets.

"The rating on Focal reflects the very high business risk
profile of the competitive local exchange carrier (CLEC)
industry and the company's weak financial position," Standard &
Poor's credit analyst Rosemarie Kalinowski said. "In addition,
ISPs represent about 40% of the company's revenue mix. Although
this percent has declined over the past few quarters, the
company has experienced a significant amount of line churn
because a good degree of ISPs continue to have financial
difficulties."


GLOBAL CROSSING: Court Approves Examiner's Appointment
------------------------------------------------------
Upon the agreement of Global Crossing Ltd., and its debtor-
affiliates, the U.S. Trustee and the Official Committee of
Unsecured Creditors, Judge Gerber approves the appointment of an
Examiner in these cases.

The Court rules that the Examiner will be a person employed by a
qualified accounting firm selected by the U.S. Trustee after
consultation with the Debtors, the Debtors' Audit Committee and
Special Committee on Accounting Matters, and other parties-in-
interest.  The Examination will be limited to address the
financial statements of Global Crossing Ltd. and other companies
within its control to:

  * determine whether any restatements or adjustments are
    required,

  * review the financial statements for the Company for the year
    ended December 31, 2001;

  * issue an audit opinion with respect to the financial
    statements; and

  * issue a report regarding its findings, which report may
    consist of the Audit Opinion but may also include any other
    matters or materials reasonably deemed necessary or
    appropriate in connection with the Examination.

Judge Gerber clarifies that:

  * the appointment of an Examiner will not limit or interfere
    with the authority of, or functions discharged by, the
    Audit Committee or the Special Committee, or unnecessarily
    duplicate the investigation undertaken by the Special
    Committee;

  * the Examiner is an officer of this Court and is not subject
    to the authority of the Audit Committee or the Special
    Committee in directing, or limiting, the Examiner's
    Examination; and

  * the Examiner's Report will take into account and not be
    inconsistent with any accounting treatment agreed to as part
    of any settlement entered into by the SEC and the Company.

The Examiner should agree to a budget and work schedule
acceptable to the U.S. Trustee, the Debtors, the Committees, and
the Creditors' Committee.  The fees of the Examiner and any
professional retained by the Examiner, in addition to complying
with the Examiner's Budget, will be subject to the standards of
Section 327(a) of the Bankruptcy Code, and all fees of the
Examiner and the Examiner's Professionals will be pursuant to
the fee application standards of Section 330 and 331 of the
Bankruptcy Code, the local rules of the Court and any guidelines
promulgated by the U.S. Trustee.

Judge Gerber directs the Debtors, the Committees, and any other
party whose cooperation may be needed to complete the Audit, to
cooperate with the Examiner and provide the Examiner all
documents and information deemed relevant by the Examiner to the
Examination.

Information sought or obtained in the conduct of the Examination
will be subject to a confidentiality protocol that the Examiner
will agree to.  The protocol will provide for the protection of
confidential information and the right of any party to:

  * challenge in this Court the Examiner's right to obtain
    information that is claimed to be privileged and

  * seek a protective order or similar protection from the Court
    with respect to privileged or confidential information
    sought or proposed to be disclosed by the Examiner.

Judge Gerber orders the Examiner to complete the examination,
including the filing of any Examiner's Report, by the later of
December 31, 2002 or 90 days after the Examiner is appointed.
The Court warns that the Examiner should not make any public
disclosure concerning its deliberations, conclusions,
recommendations, or the nature and content of the Examiner's
Report until it has been filed with the Court.  However, the
Examiner may communicate non-privileged information to
government entities, including among others, the SEC and the
Department of Justice. (Global Crossing Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX08USR1) are trading at about 1.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GLOBALSTAR: Second Quarter Net Loss Drops 74% to $21 Million
------------------------------------------------------------
Globalstar, the world's most popular handheld satellite
telephone service, announced its results for the quarter ended
June 30, 2002.

The company reported continued growth in both subscriber numbers
and revenue, while further reducing expenses through ongoing
consolidation of international operations.

For the quarter, Globalstar L.P.'s net loss applicable to
ordinary partnership interests declined to $21.2 million, a
reduction of over 74% from the previous quarter, based on
continued reduction of core expenses. Second quarter operating
losses were also $21.2 million, a decline of 33% from the
previous quarter.

Globalstar recorded a total of 7.7 million minutes of use,
including both mobile and fixed service, in the second quarter,
representing a 13% increase in traffic from the previous quarter
and a 43% increase from a year ago. The estimated number of
mobile and fixed subscribers at the end of June was 75,000, an
increase of 9% over the previous quarter and a 36% increase from
a year ago.

"We continue to see increased interest in Globalstar as
awareness of our unique service grows among key vertical
industry markets," said Olof Lundberg, chairman and CEO of
Globalstar. "Despite the significant effort we've been devoting
to our restructuring plan, at the same time we've been able to
more than double our subscriber base since our restructuring
began.

"During this quarter we were successful in finalizing a number
of projects to further consolidate our operations and to develop
new products and features. The result was a series of
announcements throughout the month of July, which collectively
help better position us for the completion of our restructuring
in the next few months."

                      Financial Results

A full discussion of Globalstar's financial performance for the
second quarter can be found in the company's Report on Form 10-
Q, to be filed shortly with the U.S. Securities and Exchange
Commission. Highlights are as follows:

Service revenues for the second quarter were $3.3 million, up
16% over the previous quarter. The company also recorded $1.4
million of equipment sales revenue from the sale of handsets and
related equipment by its Canadian operation. Total revenues for
the second quarter of 2002 were $4.7 million, a 20% increase
over the first quarter.

As of June 30, 2002, Globalstar had approximately $34.8 million
in cash on hand. The company has continued its cost reduction
measures, resulting in a net cash outflow of $11.6 million in
the second quarter. The company's short term cash requirements
are expected to increase somewhat in the second half of this
year as additional service provider operations are acquired and
second generation satellite efforts are initiated.

Nevertheless, the company is continuing to make progress toward
break even operating cash flow. Exclusive of depreciation,
amortization, restructuring charges and nonrecurring bad debt
charges, the company's operating loss for the second quarter was
$8.9 million, a reduction of $1.0 million from that recorded in
the first quarter and the lowest operating loss of any quarter
since Globalstar began commercial operations.

Globalstar, L.P.'s $21.2 million loss for the quarter converts
to a loss of $0.12 per share of Globalstar Telecommunications
Ltd.

Globalstar also restated its first quarter financial statements
to comply with accounting rules for reporting during Chapter 11
proceedings. The company made several changes to the previously
filed information, including reversal of interest expense
accrued after the petition date in mid-February and segregation
of pre- and post petition date obligations. As a result of these
changes, net loss in the first quarter of 2002 decreased by
$46.0 million, but otherwise comparisons of revenue, operating
costs, and cash positions between the first and second quarters
remain unaffected.

                     Company Operations

During the second quarter, Globalstar brought a number of
projects to full or near completion. These included: the
acquisition of a European gateway; a contract for the
construction and launch of a new satellite constellation; the
successful testing of both a simplex modem as well as a high-
security encryption device; and the development of a test system
that demonstrates the functionality of Globalstar's Ancillary
Terrestrial Component technology.

Globalstar's satellite constellation has generally continued to
perform well. Since early 2001, a number of satellites have
experienced operating anomalies, but in many cases the
satellites successfully recovered and were returned to service.
To date, only two satellites have been declared failed, and they
have been replaced with on-orbit spares.

Currently, four satellites out of Globalstar's 48-satellite
constellation are out of service, undergoing diagnostic testing
and recovery operations. As a result, users may experience brief
service outages a few times a day, depending on their location.
Since the current anomalies appear similar to those experienced
on satellites that have been successfully recovered, Globalstar
is using its earlier experience to work toward further
recoveries, although no fixed timetable for recovery of these
satellites can be assured at this time.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.com


HAYES LEMMERZ: Court Approves Sale Agreement with US Pipe
---------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained Court approval of its sale agreement with United
States Pipe and Foundry Company.

The Agreement with US Pipes provides that US Pipes will sell
molten iron metal to the Debtors for use in their manufacturing
of centrifuse brake drums.  The price of the metal is $210 per
net ton, subject to certain price adjustments and pricing
reviews.  The Debtors take delivery and possession of the molten
metal at US Pipes' plant and are responsible for transporting it
to the Debtors' Wheland Foundry. The term of the US Pipes
Agreement is one year, commencing on March 4, 2002, subject to
the right of either party to terminate without cause upon six
months written notice.  After the initial term, the US Pipes
Agreement continues from month to month unless terminated by
either party upon 30 days written notice.

In connection with the transportation of the molten metal, the
Debtors will be responsible for all handling and transportation,
including compliance with relevant laws and regulations.  The
Debtors also must maintain policies of commercial general
liability insurance, umbrella liability insurance, worker
compensation insurance, employer liability insurance, and
automotive and equipment liability insurance. Other than the
workers compensation policy, the Debtors must name US Pipes as
an additional insured under these policies. Additionally, the
Debtors indemnify US Pipes with respect to legal proceedings,
losses, liabilities, costs, etc., in connection with the
Debtors' purchase of the molten iron metal from US Pipes and
transportation of the same to the Debtors' premises.

Although the Debtors' Wheland Foundry is less than one mile away
from the US Pipes plant, the Debtors acknowledge that the
transportation of the molten iron metal is dangerous and
involves significant risks. (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),
DebtTraders reports, are trading at 67 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HOMESTORE INC: June 30 Working Capital Deficit Tops $13 Million
---------------------------------------------------------------
Real estate media and technology supplier Homestore, Inc.,
(NASDAQ:HOMS) reported its financial results for the quarter
ended June 30, 2002.

Homestore reported second quarter revenue of $65.9 million, down
15 percent from revenue of $77.7 million for the second quarter
of 2001. The loss from continuing operations was $62.4 million
compared to a loss of $120.9 million for the second quarter
2001. The net loss for the quarter was $52.3 million compared to
a net loss of $120.9 million for the second quarter 2001.

Homestore's second quarter results reflect a $23.0 million
charge to its operating results for the settlement of the
Memberworks litigation that was announced earlier today. The
results for the second quarter also include a gain from
discontinued operations of $10.2 million from the sale of the
company's ConsumerInfo division, which was sold to Experian on
April 2, 2002.

Compared to results from the first quarter of 2002, Homestore's
revenue declined 11 percent from $74.1 million, the loss from
continuing operations increased by $26.8 million and the net
loss increased by $17.4 million. In the first quarter the
Company had income of $0.8 million from discontinued operations
and other income totaling $6.7 million. In the second quarter,
the company had a $10.2 million gain from the sale of
ConsumerInfo.com and the $23.0 million litigation settlement
charge. Excluding these non-recurring and one time items, the
loss from continuing operations decreased in the second quarter
to $39.4 million from $42.3 million. Non-cash items included in
operating results in the second quarter, consisting of stock-
based charges, depreciation and amortization, were $32.2
million.

The decline in revenue of $8.2 million from the first quarter is
a result of certain non-recurring revenue items in that quarter
as well as a restructuring of the Company's advertising sales
group which was not completed until late May of this year.
Operating expenses declined by $9.7 million between the first
and second quarter.

At June 30, 2002, the Company's balance sheet shows its total
current liabilities exceeded its total current assets by about
$13 million.

"I am extremely proud of the Homestore team's work over the past
six months to gain control of our expense structure. Both
operating expenses and net loss are down significantly from a
year ago," said Mike Long, Homestore's Chief Executive Officer.
"We continue to believe that Homestore's results from
operations, excluding non-cash stock-based charges, depreciation
and amortization will be positive for December. However, we are
not making any forecasts with respect to 2003 and no inference
from 2002 should be drawn."

              Strategic Changes to Media Business

Homestore began making structural changes to its media business
during the second quarter. Specifically, the company combined
product development teams across its Realtor.com,
HomeBuilder.com and Homestore Apartments & Rentals organizations
in order to develop a common product platform for its property
verticals.

"These changes will enable Homestore to refine its media
products and better align around customer needs. We have created
a more cohesive organization with a more focused objective to
build, sell and support media products with maximum efficiency
and effectiveness. Homestore's customers will benefit from more
consistent products and customer service as well as greater
choice," commented Long.

Homestore announced in a separate press release that it has
reached a definitive settlement in the lawsuit commenced by
Memberworks, Inc., in March 2002, regarding Homestore's purchase
of ConsumerInfo's former parent company iPlace, Inc.  A judge
had placed $58.0 million of the $130.0 million in proceeds from
the sale of ConsumerInfo into a constructive trust pending the
outcome of litigation. As part of the settlement agreement
announced today, Homestore will receive $35.0 million of
unrestricted cash from the constructive trust. Memberworks and
certain other former iPlace shareholders will receive $23.0
million as settlement of its claims and Memberworks has agreed
to file a voluntary dismissal of the lawsuit.

Accordingly, for the second quarter, Homestore has recorded a
$23.0 million liability and a charge to its operating results.
In the third quarter, Homestore will record a $58.0 million
reduction in restricted cash as well as a $35.0 million increase
in cash and cash equivalents. At June 30, 2002, Homestore had
$64.9 million in cash and cash equivalents available to fund
operations, in addition to $151.2 million in restricted cash.
After giving effect to the settlement with Memberworks,
Homestore had approximately $100 million in unrestricted cash at
June 30, 2002.

                    SEC Certifications Filed

Homestore has filed with the Securities and Exchange Commission
its Form 10-Q for the period ended June 30, 2002 along with the
certifications required by Section 906 of the Sarbanes-Oxley Act
of 2002 of its Chief Executive Officer W. Michael Long and Chief
Financial Officer Lewis R. Belote, III.

Homestore (Nasdaq:HOMS) is the real estate industry's leading
media and technology supplier. The company operates the No. 1
network of home and real estate Web sites including flagship
site REALTOR.com(R), the official Web site of the National
Association of REALTORS(R); HomeBuilder.com(TM), the official
new homes site of the National Association of Home Builders;
Homestore.com(TM) Apartments & Rentals; and Homestore.com(TM), a
home information resource. Other Homestore advertising divisions
are Homestore Plans & Publications and Welcome Wagon(R).
Homestore's professional software divisions include Computers
for Tracts, The Enterprise, The Hessel Group, Homestore Imaging,
Top Producer(R) Systems and WyldFyre(TM) Technologies. For more
information: http://homestore.com/corporateinfo  


ICG COMMS: Seeks Court Approval to Hire MBL for Financial Advice
----------------------------------------------------------------
ICG Communications, Inc., and its debtor-affiliates seek the
Court's authority to:

    (i) assign the engagement letter dated September 29, 2000,
        as amended on December 19, 2000, between the Debtors
        and Dresdner Kleinwort Wasserstein, Inc. formerly known
        as Wasserstein Perella & Co., to Miller Buckfire Lewis
        & Co. LLC, under an Assignment and Assumption Agreement
        dated as of July 16, 2002, among DrKW, MBL, and the
        Debtors, and

   (ii) retain MBL as their financial advisor.

Marion M. Quirk, Esq., at Skadden Arps Slate Meagher & Flom, in
Wilmington, Delaware, relates that, on April 24, 2002, DrKW
announced the planned formation of MBL and an anticipated
assignment of rights and obligations under the engagement letter
from DrKW to MBL.  Under this assignment agreement, MBL will
benefit from all of the rights, and assume and undertake all of
the duties, of DrKW under the engagement letter formerly
approved in these cases in connection with the employment of
Wasserstein as the Debtors' financial advisor.

MBL has now been formed and is conducting business.  MBL is a
Delaware limited liability company with a single member - MBL
Advisory Group LLC.  DrKW has a non-voting minority profit
interest in MBL Advisory Group LLC, and does not otherwise
participate or control or influence the management of MBL or MBL
Advisory Group LLC.

Ms. Quirk describes MBL as an independent firm providing
strategic and financial advisory services in large-scale
corporate restructuring transactions.  MBL is owned and
controlled by Henry S. Miller, Kenneth A. Buckfire, and Martin
F. Lewis, who are also MBL's founders, and by the employees of
MBL.  MBL has 40 employees, substantially all of whom were
formerly employees of the DrKW Financial Restructuring Group.

MBL will undertake and perform all of the services previously
approved in the application to employ DrKW, and will be paid the
same compensation, and have the same indemnification and
exculpation rights, as were formerly held by DrKW.

Kenneth A. Buckfire, MBL Managing Director, assures the Court
that the firm is a disinterested person and neither holds nor
represents any interests adverse to the Debtors or these estates
in the matters for which approval of employment is sought. (ICG
Communications Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


IT GROUP: Wants to Hire Jefferson Wells Int'l as Tax Advisors
-------------------------------------------------------------
Following the sale of The IT Group, Inc.'s assets to The Shaw
Group, majority of the employees from their tax departments
accepted Shaw's offer of employment.  Because of the exodus of
employees, the Debtors now require assistance in meeting their
statutory obligations with respect to tax compliance.

Accordingly, the Debtors seek the Court's authority to employ
and retain Jefferson Wells International as their tax compliance
and tax accounting advisor in these Chapter 11 cases, nunc pro
tunc to July 8, 2002.

IT Group Senior Vice President, CFO and COO Harry J. Soose, Jr.,
relates that Jefferson was selected because the firm is well
qualified to perform the tax compliance and tax accounting
services for the Debtors in these cases.

Jefferson will mainly work on tax compliance matters where it
will assemble financial data and file the necessary:

A. income and franchise tax returns for the Debtors with the
   federal government and nearly all of the 50 state
   governments; and

B. sales and use tax and personal property tax returns in
   numerous local taxing jurisdictions.

Mr. Soose estimates that over 300 returns will be filed for the
2001 tax year and over 200 returns will be filed for the 2002
tax year.  If necessary in the future, Jefferson will render
service in connection with accounts receivable accounting,
month-end closing processes, and the preparation of the Debtors'
financial statements.

Jefferson will be compensated for its services based on the
firm's current hourly rates, which are:

     Professional Services -- Operate Core Operations    $88.00
     Department Manager/Supervisor                        99.00
     Engagement Mgmt -- Tax & Accounting                 107.00
     Subject Matter Expenses                             192.50

Jefferson will invoice the Debtors every month.  In the event of
a default by the Debtors, the firm may:

A. suspend its services until the payment is made in full;

B. charge interest on the amount past due at the lesser of 1.5%
   per month or the maximum allowed by law; and

C. invoice the Debtors for all costs of collection including
   reasonable attorney's fees.

Brian Van Swol, Corporate Credit Collections Manager at
Jefferson, assures the Court that his firm does not hold any
adverse interest against the Debtors or their Chapter 11
estates. Jefferson, however, has provided services to certain
parties-in-interest in matters unrelated to these cases:

A. Major Bondholders: ABN AMRO, Inc., AG Edwards & Sons, Bear
   Stearns Security Corp., Fiduciary Trust Company
   International, Fifth Third Bank, First Union Bank, JP Morgan
   Chase & Co., Northern Trust Company, State Street Bank &
   Trust Co., Wells Fargo Bank;

B. Subsidiaries and Joint Ventures: Hercules, LLCLFG
   Specialties, Inc., Marconi Warburg, LLC; and,

C. Unsecured Creditors: Citibank, Duratek Field Services, LFG
   Specialties, Inc. URS Group, Inc., Waste Management. (IT
   Group Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)  


INTEGRATED HEALTH: Wants to Settle Payment re Walker Securities
---------------------------------------------------------------
Certain Symphony Debtors, in the chapter 11 cases involving
Integrated Health Services, Inc., acquired two Synergy
Companies:

      * Synergy One, Inc. (f/k/a Rehab Dynamics, Inc.)
      * Synergy Two, Inc. (f/k/a Restorative Therapy Limited)

These Synergy Companies provided occupational and speech
therapies to patients at three Walker Facilities:

      * Walker Methodist Health Center, Inc.,
      * Walker Care Corporation I d/b/a Walker Cityview, and
      * Walker Care Corporation I d/b/a Walker Southview.

The Synergy Companies used and occupied certain Operating Space
within the Walker Facilities pursuant to Rehabilitation Services
Agreements.

The Symphony Companies purchased the assets of the Synergy
Companies in June 1997.  After the Asset Purchase, the Symphony
Companies took over the role of providing Therapies at the
Walker Facilities and assumed the Synergy Companies' obligations
under the Services Agreements, including, but not limited to,
paying use and occupancy fees to the Walker Facilities on a
going forward basis.

Subsequently, the Secretary of the United States Department of
Health and Human Services determined that Medicare had overpaid
the Walker Facilities for the Therapies provided by both the
Synergy Companies and the Symphony Companies, from 1994 through
1998.  In accordance with the HHS Decision, the Walker
Facilities remitted to the Centers For Medicare And Medicaid
Services an amount equivalent to the alleged Medicare
overpayments.  The Synergy Companies and the Symphony Companies
indemnified the Walker Facilities for the amounts repaid to CMS.  
In consideration of the indemnification, the Walker Facilities
agreed that the Synergy Companies and the Symphony Companies
would have the right to appeal the HHS Decision.  The Synergy
Companies and the Symphony Companies successfully appealed the
HHS Decision.

Accordingly, the parties entered into an agreement for the
orderly settlement of the funds.  The Settlement Agreement
provides that:

(1) The Symphony Companies' share of the CMS Settlement Amount
    -- $1,159,037, will be set-off against:

     * the aggregate of all unpaid Use & Occupancy Fees and the
       Assumed Fee Liability owed by the Symphony to the Walker
       Facilities -- $176,068; and

     * amounts owed by the Symphony Companies to the Walker
       Facilities in connection with legal fees incurred in
       connection with the negotiation of the Settlement
       Agreement -- $20,000;

(2) The Walker Facilities will pay $962,969 to the Symphony
    Companies; and

(3) Concomitantly with the payment of the Symphony Settlement
    Amount, the Walker Facilities will execute and deliver to
    the Symphony Companies a release, which will fully and
    finally release the Symphony Companies from any and all
    claims of the Walker Facilities in connection with or
    related to the Therapies. (Integrated Health Bankruptcy
    News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)   


INTERLIANT: Gets Interim Nod to Hire Traxi as Financial Advisor
---------------------------------------------------------------
Pending a final hearing on August 16, 2002, Interliant, Inc.,
obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to engage Traxi LLC as its
financial advisor, nunc pro tunc to the Petition Date.

The Debtor tells the Court that it selected Traxi because of
its:

     i) experience advising debtors, creditors and investors in
        bankruptcy proceedings and out-of-court workouts, and

    ii) capacity and experience to testify in Court in
        support of the work performed.

The Debtor will look to Traxi to:

     a) Provide financial analysis related to proposed asset
        sales, including assistance in negotiations and
        attendance at hearings and testimony;

     b) Review all financial information prepared by the
        Debtors, including financial statements as of the
        Commencement Date, showing in detail all assets and
        liabilities, and by priority and secured creditors;

     c) Monitor the Debtors' activities regarding cash
        expenditures, receivables collection, asset sales and
        projected cash requirements;

     d) Attend meetings that include an official committee of
        unsecured creditors, the secured lender, their attorneys
        and consultants and federal and state authorities, as
        necessary;

     e) Review the Debtors' periodic operating and cash flow
        statements;

     f) Review the Debtors' books and records for various
        transactions, including related party transactions,
        potential preferences, fraudulent conveyances, and other
        potential pre-petition investigations;

     g) Investigate the Debtors' prepetition acts, conduct,
        property, liabilities and financial condition, their
        management and creditors, including the operation of
        their business, and as appropriate, avoidance actions;

     h) Review any business plans prepared by the Debtors;

     i) Review and analyze proposed transactions for which the
        Debtors seek Court approval;

     j) Provide expert testimony regarding the above; and

     k) Provide the Debtors with other and further financial
        advisory services regarding the Debtors' operations,
        including valuation, securing postpetition financing
        (including the use of cash collateral), general
        restructuring and advice with respect to financial,
        business and economic issues.

Traxi's hourly billing rates are:

          Partners               $400 - 550
          Managers/Directors     $275 - 400
          Associates             $200 - 275
          Analysts               $125 - 200

Interliant, Inc., is a provider of Web site and application
hosting, consulting services, and programming and hardware
design to support the information technologies infrastructure of
its customers. The Company filed for chapter 11 protection on
August 5, 2002. Cathy Hershcopf, Esq., and James A. Beldner,
Esq., at Kronish Lieb Weiner & Hellman, LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $69,785,979 in
assets and $151,121,417 in debts.


KMART CORP: Brings in Richard King as Gen. Merchandise Manager
--------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced that Richard L. (Dick)
King of Encore Associates, Inc., joined the company as General
Merchandise Manager, Food and Consumables, overseeing the food
and consumables merchandising functions.

King will be responsible for merchandise assortment and sales
for the food and consumables business.  He will report to Julian
Day, Kmart President and Chief Operating Officer.

"Dick is a seasoned grocery veteran and we are pleased he is
bringing his expertise to Kmart," said Day.  "As we look closely
at each of our businesses as we reorganize, it is imperative we
have the right leadership in place to guide each division toward
efficiency and profitability.  We feel Dick will help us to do
that for our food business."

King is a member of Encore Associates, a full-service company
providing business solutions, subject matter experts and in-
depth resources to meet the changing needs of the food industry.  
He spent 36 years at Albertsons, Inc., one of the world's
largest food and drug retailers operating approximately 2,300
retail stores in 31 states.  He joined Albertsons in 1963 and
held various positions within the company leading up to his
appointment as President and Chief Operating Officer, a position
he held from February 1996 through June of 1999.

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


KNOLOGY INC: Posts $29 Million in Net Loss for Second Quarter
-------------------------------------------------------------
Knology, Inc., and Knology Broadband, Inc., a wholly owned
subsidiary of Knology, announced solid operating results in the
second quarter of 2002.  Knology also reported on its liquidity
position and its debt reduction restructuring efforts.

Knology reported 267,035 total connections and 429,399
marketable passings at June 30, 2002, amounting to a connection
penetration rate of 62%.  Knology added 10,741 on-net
connections during the second quarter 2002.  Revenues for the
second quarter 2002 were $34,878,000, up $2,844,000, or 9%,
compared with the first quarter 2002 and up $9,426,000, or 37%,
compared with the second quarter 2001.  Net loss was $27,123,000
during the second quarter 2002 compared with $27,882,000 during
the first quarter 2002 and $30,817,000 during the second quarter
2001.  EBITDA, as adjusted (earnings (loss) before interest,
taxes, depreciation and amortization, other (expense) income,
and cumulative effect of change in accounting principle) was
$4,697,000 for the second quarter 2002 versus $3,536,000 for the
first quarter 2002 and a loss of $701,000 for the second quarter
2001.

Rodger Johnson, president and chief executive officer, stated,
"We completed the second quarter with solid results; however,
consistent with our forecast for the second quarter, our net
connection growth declined compared to the record numbers
achieved in the first quarter.  The decline in net connections
is primarily due to seasonally higher second quarter churn and
our decision to reduce capital and operating expenses in certain
parts of our business during the second quarter.  We are pleased
with the progress of our previously announced debt restructuring
efforts and believe that upon completion of a successful
restructuring transaction, an improved balance sheet and
liquidity position will complement our favorable operating
performance to position Knology for continued successful
growth."

Knology Broadband added 9,560 on-net connections during the
second quarter and ended the quarter with 231,084 total
connections and 409,277 marketable passings.  Revenues for the
second quarter 2002 were $27,833,000, up $2,529,000, or 10%,
compared with the first quarter 2002 and up $8,246,000, or 42%,
compared with the second quarter 2001.  Net loss was $29,313,000
during the second quarter 2002 compared with $29,961,000 during
the first quarter 2002 and $30,686,000 during the second quarter
2001.  EBITDA, as adjusted, was $2,264,000 for the second
quarter 2002 versus $1,378,000 for the first quarter 2002 and a
loss of $2,510,000 for the second quarter 2001.

Knology ended the quarter with approximately $22,877,000 of
cash, of which $15,444,000 is restricted for use by the
borrowers of the CoBank, ACB loan, which consist of the
following Knology subsidiaries: Interstate Telephone Company;
Valley Telephone Co., Inc.; and Globe Telecommunications, Inc.
Subsequent to June 30, 2002, Knology amended the CoBank loan
agreement to allow the payment of a dividend from the borrowers
of the CoBank loan to Knology of up to $7,000,000 prior to the
closing of the restructuring transaction.  Therefore,
$14,433,000 is unrestricted and available for use by Knology at
June 30, 2002, on a pro forma basis after giving effect to the
CoBank amendment.

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


LTV CORP: Copperweld Signs up Everest Partners as IT Consultants
----------------------------------------------------------------
Copperweld Corporation, Copperweld Tubing Products Company,
Miami Acquisition Corporation, Welded Tube Holdings, Inc.,
Welded Tube Company of America, and LTV International, Inc. --
Debtors, seek the Court's authority to employ Everest Partners
LP as special information technology consultants, nunc pro tunc
to June 17, 2002.

The Copperweld Debtors have decided that completing a "going
concern" sale of some or all of their assets may provide the
best mechanism to maximize the value of these assets for the
benefit of their respective estates and creditors.  The Debtors
have also determined that the complete outsourcing of the
information technology functions relating to the Metal
Fabrication Business may further enhance the value of the
Copperweld Assets prior to their sale.  In particular, an
information technology outsourcing arrangement would permit each
of the four business units comprising the Copperweld Assets to
be sold on a stand-alone, going-concern basis, without
interruption of their information technology functions.  This
outsourcing may also improve the information technology systems
of the Metal Fabrication Business, even if it is sold as a
single unit.

In light of the complex nature of outsourcing information
technology functions to a third party, the Copperweld Debtors
have determined that a professional information technology
outsourcing firm is necessary to advise and assist them
throughout the process.  The Copperweld Debtors conducted a
search and eventually selected Everest based on its substantial
experience and expertise in the information technology
outsourcing consulting field.

The Copperweld Debtors anticipate that Everest will render
information technology outsourcing consulting services on an
interim basis until the Copperweld Debtors' information
technology services are outsourced to a third-party supplier.  
In particular, Everest will:

    (1) advise and assist the Copperweld Debtors in determining
        the type and scope of information technology services
        which are to be outsourced;

    (2) advise and assist the Copperweld Debtors in developing
        an information technology outsourcing strategy;

    (3) advise and assist the Copperweld Debtors regarding the
        purchase, transition to, and implementation of
        outsourced information technology services;

    (4) advise and assist the Copperweld Debtors in negotiating:

           (i) a letter of intent for outsourced information
               technology services, and thereafter

          (ii) a definitive master outsourcing agreement for
               these services; and

    (5) provide other information technology consulting
        services as may be requested by the Copperweld Debtors.

The hourly rates charged by Everest differ based on each
professional's level of experience.  During the ordinary course
of its business, Everest revises the hourly rates of its
professionals to reflect changes in responsibilities, increased
experience, and the increased cost of doing business.

The parties have agreed that the Copperweld Debtors will pay
$25,000 per month for Everest's fees and expenses pending the
approval of its retention.

The firm's current hourly rates are:

       Industry President                   $450
       Managing Director                     400
       Engagement Leader                     350
       Senior Consultant                     300
       Consultant                            250

If the Copperweld Debtors hire any Everest employee within one
year of the termination or expiration of the Consulting
Agreement, the Copperweld Debtors must pay Everest an amount
equal to 100% of the total first year compensation for that
individual as a Hiring Fee.  Everest likewise must pay a Hiring
Fee to the Copperweld Debtors if it hires any employee of the
Copperweld Debtors within one year of the termination or
expiration of the Consulting Agreement.

The Copperweld Debtors and Everest have agreed that any
liability for damages will not exceed the total amount paid for
services under the applicable estimate or authorization for the
services.

Everest Chief Executive Officer Todd Furniss informs Judge Bodoh
that, from time to time, the firm has provided services, and
likely will continue to provide services, to creditors of the
Debtors and various other parties adverse to the Debtors, but
only in matters unrelated to these chapter 11 cases.

Mr. Furniss discloses that Accenture is an advertising sponsor
of a Web site dedicated to outsourcing that is operated by a
subsidiary of Everest.  Accenture's sponsorship may end on
January 31, 2003. Likewise, Deloitte & Touche LLP is an
advertising sponsor of the Outsourcing Website.  Its sponsorship
may end on March 31, 2003.  EDS is another advertising sponsor
whose sponsorship may end on May 31, 2003.

Everest has provided advisory services in a similar engagement
to Merill Lynch that ended on February 24, 2001; to Tata Iron
and Steel that ended on July 14, 2000, to University Hospitals
of Cleveland that ended on April 27, 2002, and to other parties
and creditors in the same manner.  Mr. Furniss assures Judge
Bodoh that none of these engagements creates any conflict with
Everest's employment by Copperweld Debtors.

                        *     *     *

Satisfied by the disclosures, Judge Bodoh approves the
Copperweld Debtors' Application. (LTV Bankruptcy News, Issue No.
34; Bankruptcy Creditors' Service, Inc., 609/392-00900)


LERNOUT: ScanSoft Repurchasing $7 Million of Shares from Estate
---------------------------------------------------------------
ScanSoft, Inc. (Nasdaq: SSFT), a leading supplier of digital
imaging, speech and language solutions, has reached agreement
with representatives of L&H Holdings USA, Inc., and Lernout &
Hauspie Speech Products N.V., on the orderly disposition of the
approximately 7.4 million shares of ScanSoft's common stock held
by L&H. These shares were issued as consideration for the
Company's December 2001 acquisition of the speech and language
business of L&H. The terms include:

     -- ScanSoft will repurchase shares of its common stock
worth $7.0 million from L&H at a share price equal to the
average closing price for the 20 trading days following the
bankruptcy court's approval of the agreement, but no less than
$4.79.

     -- ScanSoft will facilitate an underwritten public offering
of the remaining L&H shares no later than February 15, 2003.

     -- ScanSoft will issue up to 300,000 shares to holders of
the approximately six million shares remaining as consideration
for holding ScanSoft shares for the extended period.

     -- ScanSoft will grant L&H observer rights on ScanSoft's
board of directors until the public offering is completed.

The agreement remains subject to the approval of the U.S.
Bankruptcy Court for the District of Delaware.

The $7.0 million share repurchase will be funded from cash
balances. As of the end of the second quarter, ScanSoft reported
positive operating cash flow and held $18.3 million in cash.
ScanSoft has said previously that it expects sequentially
increasing operating cash flows in the third and fourth quarter.

"We are pleased to have reached an agreement that will provide
for the orderly disposition of these shares," said Paul Ricci,
chairman and CEO of ScanSoft. "Because we believe ScanSoft's
shares are undervalued, the transaction, as structured, provides
the opportunity to maximize value for our shareholders while
allowing the L&H Estate the continued opportunity to participate
in the Company's growth. The L&H assets continue to perform
beyond our expectations."

On December 12, 2001, ScanSoft announced that it had closed the
acquisition of substantially all the operating and technology
assets of L&H's Speech and Language Technologies business.
Consideration for the transaction comprised $10 million in cash,
a $3.5 million note and 7.4 million shares of ScanSoft stock.
The U.S. Bankruptcy Court approved the transaction on December
11, 2001.

ScanSoft, Inc., (Nasdaq: SSFT) is the leading supplier of
imaging, speech and language solutions that are used to automate
a wide range of manual processes - saving time, increasing
worker productivity and improving customer service. For more
information regarding ScanSoft products and technologies, please
visit http://www.scansoft.com


LERNOUT: Court Allows ScanSoft to Repurchase Shares from Estate
---------------------------------------------------------------
ScanSoft, Inc. (Nasdaq: SSFT), a leading supplier of digital
imaging, speech and language solutions, announced that the U.S.
Bankruptcy Court for the District of Delaware has approved,
without objection, its agreement with representatives of L&H
Holdings USA, Inc. and Lernout & Hauspie Speech Products N.V.,
which provides for the orderly disposition of the approximately
7.4 million shares of ScanSoft's common stock held by L&H. These
shares were issued as consideration for the Company's December
2001 acquisition of L&H's Speech and Language Technologies
business.

ScanSoft, Inc., (Nasdaq: SSFT) is the leading supplier of
imaging, speech and language solutions that are used to automate
a wide range of manual processes - saving time, increasing
worker productivity and improving customer service. For more
information regarding ScanSoft products and technologies, please
visit http://www.scansoft.com


LYNCH CORP: Shareholders' Equity Deficit Tops $7.6MM at June 30
---------------------------------------------------------------
Lynch Corporation announced sales of $9,691,000 and a net loss
of $108,000 for the quarter that ended June 30, 2002.  For the
first six months of 2002, sales were $16,694,000, with a net
loss of $400,000.

Financial results for the first half of 2002 exclude Spinnaker
Industries, Inc., which was deconsolidated effective September
30, 2001 and whose results were included in Lynch's results for
the first half of 2001.

With those Spinnaker results included, sales for the second
quarter of 2001 were $45,353,000, with a net loss of $8,673,000.
Consolidated results for the first six months of 2001 were sales
of $98,901,000 and a net loss of $44,743,000.

"From our 2002 results, it is obvious that we face a difficult
set of challenges," said Ralph R. Papitto, chairman and chief
executive officer (CEO), "but we are not discouraged or
deterred, and are determined to return this company to
profitable growth, as the economy rebounds.  The deconsolidation
referred to above was an important early step in that process.

"This deconsolidation was extremely positive, in our view,
because it relieved Lynch Corporation of a substantial debt
burden and strengthened our balance sheet," Papitto said, "but
it does make meaningful year-to-year comparisons of sales and
earnings difficult."

Papitto said that, in September 2001, the company reduced its
voting control in Spinnaker to below 50 percent, by transferring
a small number of shares to a not-for-profit organization. At
that time, the shares had little value, and are now worthless
due to the former subsidiary's bankruptcy filing on November 13,
2001.  When the bankruptcy proceedings are concluded, the
$19,420,000 "loss in excess of investment" on Lynch's balance
sheet will become a non-cash item and increase shareholders'
equity.  If this event had occurred on June 30, 2002, the
company's pro-forma equity would have been $11,805,000, not the
reported deficit of $7,615,000.

                     Operating Units

Lynch Corporation owns two manufacturing subsidiaries, M-tron
Industries, Yankton, S.D., and Lynch Systems, Bainbridge, Ga.  
M-tron manufactures custom- designed electronic components for
such communications systems as fixed and mobile wireless, copper
wire, coaxial cable, and fiber optic systems.

"M-tron's operating results reflect the current state of the
telecommunications market," said Richard E. McGrail, Lynch
Corporation president and chief operating officer (COO), "which
is enduring a longer, steeper decline in earnings than most
analysts predicted six or 12 months ago. Nonetheless, we have
taken important steps to bring our cost structure in line with
current market conditions and near-term business prospects.

"In addition, we are focusing on customer service and meeting
customer demands caused by the disruption of the telecomm supply
chain," McGrail said.

"Lynch Systems produces advanced manufacturing systems for the
electronic display and consumer glass industries, and faces its
own set of challenges," McGrail said.  "The uncertainty of
economic conditions and the increasing popularity of flat-panel
displays and projection televisions are having a negative impact
on the capital spending of our customers who manufacture
displays," he said.  "Nonetheless, we are diversifying the
product line to meet more of the needs of today's customers and
to position ourselves to benefit when we return to normal
business conditions.

"These factors are not excuses," McGrail said, "but rather an
explanation to investors of the business challenges we face.  In
spite of these difficulties, we have confidence in the
management and engineering teams at both companies, and in the
quality of their products.  As the nation's economy recovers, we
are determined to do everything in our power to effect the kind
of business turnaround that our shareholders seek and expect."

               Year-to-Year Operating Comparison

Lynch reported that its owned and operated subsidiaries, M-tron
Industries and Lynch Systems, generated $9,691,000 in revenues
for the three months ended June 30, 2002, down from $12,510,000
for the comparable period in 2001.  Net loss for the owned and
operated subsidiaries was $108,000 for the second quarter of
2002, compared to pro-forma net earnings of $194,000 for the
comparable period a year ago. Lynch reported second-quarter
earnings before interest, taxes, depreciation and amortization
(EBITDA) for the owned and operated subsidiaries of $117,000,
which compares to a $979,000 in the same period of 2001.  
Pursuant to a plan of reorganization, the company incurred
severance cost of $69,000 in June, 2002 for closing its AMAV
location in Germany.

First half revenue for M-tron Industries and Lynch Systems of
$16,694,000 was $11,404,000 less than last year's first half
revenue of $28,098,000.  Net loss for the owned and operated
companies was $400,000 in the first half of 2002 in comparison
to pro-forma net income in the same period last year of
$931,000.  Six month 2002 loss per share was $0.27 compared to
pro-forma positive EPS of $0.62 through June of 2001.  Six month
EBITDA for the owned and operated subsidiaries was $26,000
compared to $2,748,000 in 2001.

Lynch Corporation is listed on the American Stock Exchange under
the symbol LGL.  For more information on the company, contact
Raymond H. Keller, Vice President and Chief Financial Officer,
Lynch Corporation, 50 Kennedy Plaza, Suite 1250, Providence, RI
02903-2360, (401) 453-2007, ray.keller@lynch-mail.com, or visit
the company's Web site: http://www.lynchcorp.com  


MATTRESS DISCOUNTERS: Reaches Standstill Pact with Noteholders
--------------------------------------------------------------
Mattress Discounters Corporation has reached an agreement with
members of an ad-hoc committee of senior bondholders holding
approximately two thirds of the Company's 12-5/8% Senior Notes,
under which the ad-hoc committee members have agreed to
"standstill" until September 30, 2002 and refrain from
exercising any rights or remedies or take any other action with
respect to the Company's failure to make the interest payment
that was due on July 15, 2002. The standstill agreement will
provide the Company with additional time to continue to
negotiate a consensual financial restructuring of its
outstanding obligations.  Steve Newton, the Chief Executive
Officer of Mattress Discounters stated, "We have been having
extremely constructive discussions with all of the current
stakeholders, including our banks, bondholders, the equity
holders and our major suppliers.  Everyone is being very
supportive of our Company, especially our suppliers, and this
will allow us to operate without interruption while these
discussions continue."

Sealy, Inc.'s Chief Executive Officer, David McIlquham stated,
"Sealy is working with Mattress Discounters Management Team and
is hopeful that matters will be successfully resolved during
this standstill period."

John J. Rapisardi of Jones Day Reavis & Pogue, the ad hoc
Committee's counsel added: "the committee believes that entering
into the standstill agreement will further the Company and the
committee's efforts toward achieving a value maximizing
restructuring."

Mattress Discounters is headquartered in Upper Marlboro,
Maryland, employing 1,300 people.  With almost 25 years in
business and more than 240 company-owned stores across the
nation, they are the largest specialty mattress retailer in
America and one of the world's largest retailers of Sealy
mattresses.


MIDWAY AIRLINES: Seeks Approval of 4th Amended Credit Agreement
---------------------------------------------------------------
Midway Airlines Corporation and Midway Airlines Parts, LLC wants
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to give them authority to enter into an Amendment No. 4
to the Post-Petition Credit Agreement with Midway Funding LLC.
The Debtors believe that an expedited approval to their request
is critical.

              Current Status of DIP Financing

The Debtors relate that the principal amount of the advances
currently outstanding under the DIP Financing is approximately
$2.4 million. This amount represents a reduction/pay down in
excess of $5.0 million from the date of the last amendment to
the Amended DIP Credit Agreement.

The Debtors assure the Court that the DIP Lender is willing to
waive the Event of Default and take other actions described in
the DIP Credit Agreement.  This will afford the Debtor an
opportunity to completely payoff the DIP Lender, and provide the
Debtor the ability to proceed with its reorganization under the
contemplated RJ Service Agreement with US Airways, Inc.

               Amended DIP Credit Agreement

Under the terms of the Amendment No. 4 to the Amended DIP Credit
Agreement:

   - DIP Loan matures and remains repayable in full on August
     15, 2002.

   - DIP Lender will withdraw the Notices of Default dated July
     26, 2002 and July 29, 2002.

   - DIP Lender shall consent to the granting to US Airways,
     Inc. or an affiliate of a second priority lien and security
     interest. The DIP Lender's first priority liens in all of
     the assets of the Debtor, including those slots, will be
     terminated upon payment in full of the Loan and the Third
     Amendment Fee in the amount of $300,000

The Debtors shall deposit $50,000 against the DIP Lender's
expenses on the execution and delivery of the Amended DIP Credit
Agreement.

Midway Airlines filed for chapter 11 protection on August 13,
2001. Immediately following the tragic events on September 11,
Midway shut down. Gerald A. Jeutter, Jr., Esq., at Kilpatrick
Stockton LLP, represents the Debtors in their restructuring
efforts.


MIKOHN GAMING: Amends Credit Line Facility with Foothill Capital
----------------------------------------------------------------
Mikohn Gaming Corporation (NASDAQ:MIKN) has reached an amended
agreement regarding its credit line facility with Foothill
Capital Corporation, a wholly-owned subsidiary of Wells Fargo &
Company (NYSE:WFC).

Under the revised agreement, Mikohn will have borrowing capacity
of $12.5 million under the line of credit facility beginning
July 1, 2002. This borrowing capacity will supplement the
Company's current cash balances of approximately $13 million.
Mikohn's EBITDA covenant was also amended to lower the
requirement to maintain EBITDA of approximately $15 million as
calculated on the preceding four calendar quarters beginning
September 30, 2002. Certain noncash and nonrecurring charges, as
defined, will be excluded from the calculation of EBITDA.

Beginning with the quarter ending June 30, 2003, the EBITDA
covenant will be approximately $17 million and beginning
September 30, 2003, the minimum EBITDA covenant will return to
the original requirement of $20 million. The line of credit
availability will be increased to $17.5 million once Mikohn
maintains EBITDA of $20 million as calculated at the end of
three consecutive calendar quarters.

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  

Foothill Capital Corporation is a leading provider of asset-
based financing to middle market companies throughout North
America. In addition, Foothill Capital has successfully
completed financings for many innovative, "non-traditional"
secured lending transactions. Foothill Capital is a subsidiary
of Wells Fargo & Company, a $315 billion diversified financial
services company providing banking, insurance, investments,
mortgage and consumer finance throughout more than 5,400 stores,
the Internet (wellsfargo.com) and other distribution channels
across North America and elsewhere internationally. For more
information, visit Foothill Capital on the Internet at
http://www.foothillcapital.com  

                         *    *    *

As previously reported, 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.


MONARCH DENTAL: June 30 Working Capital Deficit Narrows to $56MM
----------------------------------------------------------------
Monarch Dental Corporation (Nasdaq:MDDS) reported results for
the second quarter ended June 30, 2002.

Patient revenue, net was $46.9 million for the second quarter
compared to $53.7 million reported for the same period last
year, a decrease of $6.8 million or 12.6%. This decrease
resulted primarily from the sale of the Company's Wisconsin
operations in December 2001, which had revenue of $6.2 million
for the three months ended June 30, 2001. The Company had a net
loss for the second quarter of $180,000 compared to net income
of $91,000 reported for the same period last year.

The net loss for the second quarter of 2002 includes costs of
$307,000, net of tax related to the Company's evaluation of
strategic alternatives; interest expense of $245,000, net of tax
related to the issuance of warrants to the Company's lenders; a
non-deductible charge of $265,000 related to the settlement of a
dispute with the former owners of a dental group practice; and a
charge of $107,000, net of tax related to a tax assessment in
one of the Company's markets. Excluding these items, net income
for the second quarter of 2002 was $745,000. Net income in the
second quarter of 2001 includes the net income, excluding
goodwill amortization, of the Company's former Wisconsin
operations of $362,000, net of tax. The results of the second
quarter of 2001 also include costs of $38,000, net of tax, of
strategic alternative costs and goodwill amortization expense of
$999,000, net of tax. As of January 1, 2002 goodwill
amortization is no longer required per Statement of Financial
Accounting Standards (SFAS) No. 142 "Goodwill and Other
Intangible Assets." Excluding these items, net income for the
second quarter of 2001 was $766,000.

For the six-month period ended June 30, 2002, patient revenue,
net was $94.5 million, compared to $108.5 million in 2001, a
decrease of $14.0 million, or 12.9%. Of the $14.0 million
decline in revenue, $12.7 million represents revenues of the
Wisconsin market for the first six months of 2001. The remainder
of the decline is a result of one less business day in 2002 than
in 2001. Net income for the six-month period ended June 30, 2002
was $767,000, compared to net income of $492,000 for the six-
month period ended June 30, 2001.

The increase in net income in 2002 primarily resulted from the
decrease in goodwill amortization expense as SFAS No. 142 was
implemented as of January 1, 2002. Goodwill amortization expense
was $2.0 million, net of tax, or $0.90 per diluted share, for
the six months ended June 30, 2001. This amount was partially
offset by the increase in strategic alternative costs of
$132,000, net of tax; interest expense of $245,000, net of tax
related to the issuance of warrants to the Company's lenders; a
non-deductible charge of $265,000 related to the settlement of a
dispute with the former owners of a dental group practice; a
charge of $107,000, net of tax related to a tax assessment in
one of the Company's markets; and the sale of the Company's
former Wisconsin market, which contributed operating income,
excluding goodwill amortization expense, of $839,000, net of tax
for the six months ended June 30, 2001.

W. Barger Tygart, Chairman and Chief Executive Officer, stated
"We continue to work diligently with our lenders to resolve our
debt situation and we continue to explore strategic alternatives
with the assistance of Banc of America Securities, LLC."

At June 30, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $56 million.

Monarch Dental currently manages 152 dental offices serving 17
markets in 13 states. The Company seeks to build geographically
dense networks of dental providers primarily by expanding within
its existing markets.


NAPSTER INC: Committee Signs up Trenwith as Investment Bankers
--------------------------------------------------------------
Trenwith Securities LLC, an investment banking subsidiary of BDO
Seidman LLP, one of the nation's leading professional service
organizations, has been retained as the exclusive investment
banker by the Official Committee of Unsecured Creditors of
Napster, Inc.

Trenwith will market the assets of Napster free of all
liabilities and pending litigation claims. The leading brand
among Internet music download services, Napster has spent more
than a year and tens of millions of dollars developing a new
peer-to-peer service supplying a broad universe of music content
to consumers on a subscription basis, resulting in royalty
payments to artists. Proposals from qualified bidders must be
submitted by August 21, 2002 for the auction commencing on
August 27, 2002.

"Napster gained worldwide recognition as the leading online
music file sharing service that enabled millions of consumers to
download songs from the Internet. Despite being shut down in
July 2001, the company still commands brand name recognition on
par with eBay, AOL and Amazon among consumers," said Rick
Chance, Managing Director Investment Banking at Trenwith
Securities. "These assets should be particularly attractive to:
entertainment companies, media content and broadband providers,
music and online retailers, online portals, and any other entity
that can benefit from gaining direct access to potentially
millions of consumers."

Over time, authorized online music distribution is viewed as a
billion-dollar business. At its peak, Napster had 60 million
unique users and as many as 1.6 million individuals
simultaneously downloading music on its Web site. According to a
Harris Interactive poll taken when Napster was operational, 70
percent of Napster users indicated they would be willing to pay
for the service.

Bidders have the opportunity to acquire Napster's assets free
and clear of existing liabilities, greatly enhancing the value
proposition of the acquisition. In addition to its superior
file-sharing technology, Napster has a management team
compromised of seasoned executives from leading entertainment,
publishing and software corporations, including AOL, Bertelsmann
and Netscape. The current team of 44 includes individuals with
extensive corporate backgrounds in digital music, marketing,
strategy, finance and engineering.

Trenwith Securities LLC is an investment banking firm serving
the middle market through institutional private placements of
subordinated debt and equity, M&A advisory services,
restructuring services, recapitalizations and private equity
investments. Established in 1981, Trenwith Securities and its
professionals have advised companies on over 600 transactions
with over $20 billion in value.

BDO Seidman, LLP is a leading tax consulting organization and a
national professional services firm providing assurance, tax,
financial advisory and consulting services to private and
publicly traded businesses. For over 90 years, the firm has
identified and provided innovative tax strategies and business
solutions to enhance the wealth of its clients. BDO Seidman
serves clients through more than 100 locations throughout its US
distribution network. As a member of BDO International, BDO
Seidman leverages a global network of resources to serve clients
abroad through more than 500 member firm offices in over 95
countries.

For additional information about Trenwith Securities, LLC or to
obtain details on submitting a proposal for Napster's assets
contact Rick Chance, Managing Director at (714) 668- 7364, or
Eric Jordan, Vice President at (714) 668-7366, or visit Trenwith
Securities on the Web at http://www.trenwith.com


NATIONAL STEEL: Posts Improved Second Quarter 2002 Fin'l Results
----------------------------------------------------------------
National Steel Corporation (OTC Bulletin Board: NSTLB) reported
significant improvements in its operating results and Debtor In
Possession (DIP) credit facility borrowings during the second
quarter of 2002.  The Company reported a net loss of $34.0
million for the quarter representing an improvement from the
$110.3 million net loss reported in the year earlier period and
the $53.2 million net loss reported in the first quarter of
2002.  The prior quarter net loss was reduced by a $53 million
tax refund.  Excluding that refund, the Company's results
improved by approximately $72 million quarter to quarter.  Total
borrowings under its DIP facility amounted to $78.1 million at
June 30, 2002 representing a decrease in credit facility
borrowings of $86.7 million during the second quarter of 2002.

"We are pleased with the improvements made during the second
quarter of this year as strong demand for National Steel
products, coupled with the positive effects of the steel import
tariffs, have allowed the restoration of stronger selling
prices," said Hisashi Tanaka, chairman and chief executive
officer.  "Our number one priority continues to be to supply our
customers with a quality product delivered on-time.  Our vendors
continue to show confidence in our strengthening performance by
returning to more normal payment terms.  And our strong
liquidity is providing us with the time to pursue various
strategic alternatives, including possible consolidation
opportunities and a stand-alone plan of reorganization," he
concluded.

Net sales for the current quarter were $658.1 million, a
decrease of approximately 2% from the second quarter of 2001,
while shipments for the quarter of 1,336,500 tons were
approximately 16% lower than the year-earlier period.  Net sales
increased approximately 9% from first quarter 2002 levels while
shipments decreased by about 4% partially due to higher levels
of shipments from finished inventories during the first quarter
of 2002.  The Company achieved a $56 per ton improvement in its
average selling prices from the first quarter of 2002.  This
improvement was achieved by continued improvement in demand for
our products, increasing spot market prices and a 14% increase
in value-added shipments.

The average selling price increase coupled with continued focus
on reducing costs allowed the Company to reduce its operating
loss in the second quarter of 2002 to $23.5 million.  This
compares to an operating loss of $84.4 million in the first
quarter of 2002.  After adjusting for the OPEB transition
obligation the operating loss amounted to $12 per ton shipped in
the second quarter of 2002 as compared to $66 per ton shipped in
the first quarter of 2002.  The operating loss numbers do not
include reorganization charges of $7.2 million and $6.4 million
recorded in the first and second quarters of this year,
respectively.

               Financial Position and Liquidity

Total liquidity from cash and availability under the Company's
DIP credit facility, after adjusting for all required reserves
and letters of credit, amounted to $213 million at June 30, 2002
an increase of $26 million as compared to March 31, 2002.  The
net increase in available liquidity was generated by a number of
factors including our improved operating performance, cash
generated from the continued reduction in inventories and the
non-payment of certain obligations as the result of our
bankruptcy filing.  This improvement was achieved despite an
increase in letters of credit of $21 million and a reduction in
availability under the DIP credit facility, primarily due to
reductions in eligible accounts receivables and continued
reduction of inventories.

During the second quarter of 2002, the Company funded $4.3
million in capital expenditures.  Total first half spending on
capital projects amounted to $8.1 million.  For the year 2002,
the Company expects to continue to invest at low levels with
total capital spending to be approximately $50 million.

                           Outlook

Demand for National Steel products in the markets that the
Company serves remains strong.  Spot market pricing is expected
to continue to improve during the third quarter of 2002.  
Forecasted shipments for the third quarter 2002 are expected to
increase slightly from the second quarter 2002 with a continued
focus on increasing the percentage of value-added shipments to
the markets we serve. The Company continues to evaluate the
restarting of the idled blast furnace at the Great Lakes
operations.  Increases in capital spending and scheduled
maintenance outages are forecasted for the third quarter with
capital spending in the range of $12 to $15 million.  While the
Company expects to be cash neutral for the third quarter 2002,
total liquidity is expected to increase, as availability under
the DIP credit facility will increase.

                          Other Matters

During July, the Company filed a motion in bankruptcy court to
sell its 10% ownership interest in the DNN Galvanizing Limited
Partnership to an affiliate of NKK Corporation.  The Company is
entering into agreements with NKK Corporation and Dofasco
Corporation to continue to process material at DNN over the next
16 months.  Over that period the Company will be reducing the
amount of material processed at DNN by moving the material to
its own galvanizing lines.  The Company anticipates no
disruption to its customers in supply, delivery or quality as a
result of this transition.  The sale should close in August and
generate approximately $4.3 million in gross proceeds.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons.  National Steel employs approximately 8,250
employees.  Please visit the Company's Web site at
http://www.nationalsteel.comfor more information on the Company  
and its products and facilities.

In its June 30, 2002 balance sheet, National Steel's total
shareholders' equity deficit reaches $386 million.

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at 38 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NEXUS TELOCATION: Nasdaq Delists Shares Effective Aug. 13, 2002
---------------------------------------------------------------
Nexus Telocation Systems Ltd. (Nasdaq: NXUS), a leading provider
of Location Based Services and Automated Meter Reading, received
a Nasdaq Staff Determination on August 5, 2002 indicating that
the company fails to comply with the net tangible assets or
stock holders equity requirements for continued listing set
forth in Market Place Rule 4310(C)(2)(B). Accordingly, the
company's securities were delisted from the Nasdaq SmallCap
Market at the opening of business on August 13, 2002.

Nexus Telocation Systems Ltd., develops manufactures and markets
low energy and cost effective wireless communications and
location based information systems through the application of
digital spread spectrum technologies. Nexus Telocation security
services business is performed through business partners in
Israel, Venezuela, Argentina, Chile, Russia and the USA.
NexusData, a fully owned subsidiary of Nexus Telocation Systems
Ltd., provides low-cost, wide area data collection and
information management for the utility industry. The company
offers an end-to-end automatic meter reading solution, which
includes wireless meter modules, wide area receivers and data
management center.


OWENS CORNING: Reports Improved Financial Results for Q2 2002
-------------------------------------------------------------
Owens Corning (NYSE: OWC) reported financial results for the
quarter ended June 30, 2002.

For the second quarter 2002, the company had net sales of $1.285
billion, compared to $1.239 billion in the same period in 2001.  
Owens Corning reported $70 million in income from operations for
the quarter and net income of $36 million.  For the second
quarter of the prior year, the company reported income from
operations of $57 million (including a $5 million charge for
amortization of goodwill) and net income of $29 million
(including $4 million net of tax charge for amortization of
goodwill).

Owens Corning stopped amortizing goodwill as of January 1, 2002,
in accordance with the provisions of Statement of Financial
Accounting Standards No.142 ("SFAS No. 142").  During the second
quarter of 2002, the company completed its analysis of goodwill
impairment under SFAS No. 142 and recorded a $491 million ($441
million net of tax) charge as a cumulative effect of a change in
accounting principle as of the beginning of the first quarter
2002 as required by SFAS No. 142.  As a result, the company
reported a net loss of $411 million for the first six months of
2002.

Income from ongoing operations for the second quarter of 2002
was $87 million, which excludes $25 million of Chapter 11-
related charges, $5 million of income for asbestos-related
insurance recoveries and a $3 million credit for restructuring
and other credits.  Income from ongoing operations for the
second quarter of the prior year was $91 million, which excludes
$17 million for restructuring and other charges and $17 million
of Chapter 11-related charges.  Income from ongoing operations,
a measurement utilized by management for evaluating the results
of the company, is not a recognized measurement of results under
accounting principles generally accepted in the United States,
and may not be consistent with similarly titled amounts of other
companies.

The company also reported today that it had transmitted to the
U.S. Securities and Exchange Commission the sworn statements of
its Principal Executive and Principal Financial officers
pursuant to the SEC's Order No. 4-460.

Owens Corning is a world leader in building materials systems
and composites systems.  Founded in 1938, the company had sales
of $4.8 billion in 2001 and employs approximately 19,000 people
worldwide.  Additional information is available on Owens
Corning's Web site at http://www.owenscorning.comor by calling  
the company's toll-free General Information line: 1-800-GETPINK.

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court
for the District of Delaware.  The Debtors are currently
operating their businesses as debtors-in-possession in
accordance with provisions of the Bankruptcy Code.  The Chapter
11 cases of the Debtors are being jointly administered under
Case No. 00-3837 (JKF).  The Chapter 11 cases do not include
other U. S. subsidiaries of Owens Corning or any of its foreign
subsidiaries.  The Debtors filed for relief under Chapter 11 to
address the growing demands on Owens Corning's cash flow
resulting from its multi-billion dollar asbestos liability.  
Owens Corning is unable to predict at this time what the
treatment of creditors and equity holders of the respective
Debtors will be under any proposed plan or plans of
reorganization. Pre-petition creditors may receive under a plan
or plans less than 100% of the face value of their claims, and
the interests of Owens Corning's equity security holders may be
substantially diluted or cancelled in whole or in part.  It is
not possible at this time to predict the outcome of the Chapter
11 cases, the terms and provisions of any plan or plans of
reorganization, or the effect of the Chapter 11 reorganization
process on the claims of the creditors of the Debtors, or the
interests of Owens Corning's equity security holders.


PILGRIM AMERICA: S&P Keeping Watch on Junk-Rated Class B Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'A'-minus
rating on the class A notes and its triple-'C'-minus rating on
the class B notes issued by Pilgrim America CBO I, an arbitrage
CBO transaction originated in July of 1998, on CreditWatch with
negative implications.

The rating on the class A notes was previously lowered in
January 2001, while the rating on the class B notes was
previously lowered in October 2000, January 2001, April 2001,
and September 2001.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the ratings were previously lowered in September 2001.
These factors include continuing par erosion of the collateral
pool securing the rated notes, negative migration in the overall
credit quality of the assets within the collateral pool, and a
decline in the weighted average coupon generated by the assets
within the pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the September 2001 rating action was
undertaken. According to the most recent available (July 19,
2002) monthly report, the class A overcollateralization ratio
was at 118.63%, versus the minimum required ratio of 135% and a
ratio of 128.4% at the time of the September 2001 rating action.
The class B overcollateralization ratio was at 95.09%, versus
its required minimum ratio of 118.0% and compared to a ratio of
105.0% at the time of the September 2001 rating action.

The credit quality of the collateral pool has deteriorated since
the September 2001 rating action. Including defaulted assets,
41.1% of the assets in the portfolio currently come from
obligors rated triple-'C'-plus or below by Standard & Poor's,
and 6.80% of the assets come from obligors with ratings on
CreditWatch negative. The weighted average rating of the non-
defaulted assets in the portfolio is currently single-'B'-plus.

In addition, the weighted average coupon generated by the assets
in the portfolio has declined. As of the July 19, 2002 monthly
report, the weighted average coupon was 9.40%, versus the
minimum required 9.65% and a weighted average coupon of 9.49% at
the time of the September 2001 rating action.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Pilgrim America CBO I to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios,
while still paying all of the rated interest and principal due
on the notes. The results of these cash flow runs will be
compared with the projected default performance of the
performing assets in the collateral pool to determine whether
the ratings currently assigned to the class A and class B notes
remain consistent with the amount of credit enhancement
available.

     Ratings Placed On Creditwatch With Negative Implications

                    Pilgrim America CBO I Ltd.

                    Rating
     Class    To                From         Balance (Mil. $)
     A        A-/Watch Neg      A-           $165.638
     B        CCC-/Watch Neg    CCC-         $41.000


QWEST COMMS: Fitch Junks Senior Unsecured Debt Rating
-----------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt ratings
for Qwest Communications International, Inc., Qwest Capital
Funding, Inc., and LCI International to 'CCC+' from 'B'. The
senior unsecured debt rating for Qwest Corporation remains
unchanged at 'B'. Fitch has removed the ratings from Rating
Watch Negative. The commercial paper ratings of Qwest Capital
Funding and Qwest Corporation also remain at 'B'. The Rating
Outlook for all of the ratings is Negative.

The rating action reflects Fitch's growing concern that the sale
of the directories business will not generate the level of
proceeds necessary to offset the reduced EBITDA and free cash
flow implications of losing this high margin business. Fitch
acknowledges that Qwest will need to sell assets to generate
liquidity, but Fitch believes the timing and level of proceeds
could be impacted by the uncertain outcome of the ongoing
investigations by the Securities and Exchange Commission and the
Department of Justice as well as the timing and scale of Qwest's
intention to restate its financial statements dating back to
1999. Additional rating considerations include the company's
precarious liquidity position, lack of financial flexibility,
potential to violate covenants in its bank facilities.

Fitch's two notch higher rating of Qwest Corporation
incorporates the 'A' range credit protection metrics of the
local exchange operation, valuation of Qwest Corporation's asset
base that greatly exceed its outstanding debt and the structural
seniority of the Qwest Corporation bonds within Qwest
Communications International's capital structure. These positive
attributes are significantly affected by the potential stress
placed on Qwest Corporation by its parent's debt levels.

Following Qwest's revision to its 2002 EBITDA guidance, it is
likely that Qwest will violate the debt to EBITDA covenant
contained inthe company's $3.4 billion bank facility, absent a
significant asset sale or a restructuring of the bank facility.
Qwest has initiated discussions with its bank group to
restructure the facility that would provide covenant relief as
well as an extension of the facility's final maturity. In
addition the company is seeking additional liquidity through a
new $500 million senior credit facility at Qwest Dex.

Qwest's liquidity resources consist of balance sheet cash,
potential free cash flow generation and net cash proceeds from
asset sales. Qwest expects to utilize cash on hand to retire
2002 scheduled maturities. However scheduled maturities in 2003
total approximately $4.6 billion, including $3.4 billion of bank
debt, followed in 2004 with approximately $2.1 billion of
scheduled maturities.

Assuming that Qwest successfully amends the bank facility
covenants, Fitch believes the key tothe company's ability to
meet debt service obligation in 2003 and 2004 rests on the
timing and net proceeds generated from the directories sale.
Fitch expects that the ongoing investigations by the SEC and DoJ
could delay a potential sale as well as impact net proceeds,
which will further pressure Qwest's liquidity position.

While Fitch acknowledges that Qwest generated free cash flow
during the second quarter of 2002, it was largely the result of
reductions to capital spending. Considering the lack of EBITDA
stability, Qwest's ability to generate consistent levels of free
cash flow after the sale of Dex is unclear.

Factors that will contribute to a stabilization of Qwest's
rating include positive outcome of the DoJ's and the SEC's
investigations and the sale of Dex. Additional factors include
stabilization ofthe company's classic Qwest operations, and
access line losses at Qwest Corporation.

Qwest Corp.'s 7.625% bonds due 2003 (QUS03USA9), DebtTraders
reports, are trading at 84 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=QUS03USA9for  
real-time bond pricing.


RAILWORKS CORP: Arthur Andersen Engagement Pact Terminated
----------------------------------------------------------
On or about July 30, 2002 or July 31, 2002, RailWorks
Corporation received notification from the Securities and
Exchange Commission, in a letter dated July 29, 2002, that
Arthur Andersen LLP, the Company's auditor of record, has
notified the SEC that it is unable to perform future audit
services for the Company and, as a result, Arthur Andersen's
relationship with the Company is effectively terminated.

The decision of Arthur Andersen to resign was not recommended or
approved by the Company's Board of Directors or the Audit
Committee of the Company's Board of Directors.

Except for the going concern qualification stated in Arthur
Andersen's report on the financial statements of the Company for
the fiscal year ended December 31, 2001, Arthur Andersen's
reports on the Company's financial statements for each of the
past two fiscal years did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

The Audit Committee of the Company's Board of Directors, which
is responsible for the selection and replacement of the
Company's independent accountant, is in the process of engaging
a new independent accountant. The Audit Committee expects that a
new independent accountant will be approved in the very near
future.


RELIANCE GROUP: Resolves IRS Claim for $14 Million Credit
---------------------------------------------------------
Reliance Group Holdings informs the Court that the Internal
Revenue Service has been auditing its federal income tax returns
that were filed by the consolidated group and its subsidiaries,
including Reliance Financial Services and Reliance Insurance
Company, for the tax years 1988 through 1999.  The IRS filed a
Proof of Claim against the Debtors' estates for $433,642,041.35.

Steven R. Gross, Esq., at Debevoise & Plimpton, tells Judge
Gonzalez that, after extensive negotiations, the Debtors and the
IRS have agreed to settle all disputes outlined in the IRS Proof
of Claim.  Although the proposed settlement results in an agreed
net tax liability of $6,372,393, due to the expected receipt of
a credit for $23,000,000 and the effect of interest netting
rules, Reliance Group Holdings estimates that the net result of
the settlement will be a $14,000,000 refund.

                            Background

On December 19, 2001, the IRS filed Proof of Claim 00177,
against RGH for $433,642,041.35 covering the period 1987 to
1998.  The claim consisted of four parts:

      1) Total unsecured tax due           $227,771,748

      2) Total secured tax due               $6,715,656

      3) Interest on unsecured claims      $198,392,086

      4) Interest on secured claims            $762,551

                           Clarification

Of the total amount claimed, Mr. Gross relates that $119,174,439
of tax and $83,281,462 of interest are merely protective claims
made in accordance with Section 6405(b) of the Internal Revenue
Code, in the event that the Joint Committee of Taxation
determines that refunds issued for a particular year for which
the protective claim is made were excessive or erroneous in
amount.  The remaining amounts, $115,312,965 of tax and
$115,873,175 of interest, arise from issues actually disputed
with the IRS for tax years 1988 to 1998.

This result is due to the favorable resolution of proposed
deficiency assessments.  It is also due to the application to
early-year deficiencies of a refund credit for $23,000,000 and
to the reduction through netting of tax overpayments and
underpayments of deficiency interest that RGH would otherwise
have to pay, absent netting.

                           The Settlement

Mr. Gross outlines the three cash flows of the Settlement:

    i) RGH will pay $11,278,409 for the 1988-1991 audit cycle;

   ii) RGH will receive a $4,761,409 refunds for the 1992-1994
       audit cycle;

  iii) RGH will receive a $144,115 refund for the 1995-1999
       audit cycle.

In each case, interest will be included at appropriate rates
prescribed by the Internal Revenue Code for overpayments and
underpayments of tax in a total amount that will be agreed upon
by RGH and the IRS.

                         The Audit Cycles

A) 1988-1991 Audit Cycle

The IRS proposed deficiency assessments for 1988-1991 of
$43,706,859 of net tax exclusive of interest.  RGH and the IRS
have agreed to settle this audit cycle for a tax deficiency of
$11,278,409, plus interest.  The major contested issues involved
in this cycle and the bases for settlement are:

      * Retro Debits: The IRS proposed adjustments for this
cycle by eliminating accrued retrospective premium balances from
the unearned premium reserve and including the amounts as
written premiums.  This increased premiums by 20% of the
reclassified balances with corresponding increases in taxable
income for each year involved.  This issue was settled on a
hazards-of-litigation basis, splitting the issue 75% in favor of
the taxpayer and 25% in favor of the Government.  This amounted
to a net increase in taxable income of $10,874,640.

      * Gain Recharacterization: The IRS proposed to
recharacterize a gain from the 1990 sale of the General Casualty
Companies, resulting in a net increase in taxable income of
$2,187,300.  The Government conceded this issue.

      * Unearned Premium Reserve Phase-In: In connection with
the sale of the General Casualty Companies, the IRS proposed to
accelerate the unearned premium reserve phase-in to 1990,
resulting in a proposed increased taxable income of $7,757,176.
The Government conceded this issue.

      * Statutory Premium Reserve: The IRS proposed to increase
the taxable income of Commonwealth Land Title Insurance Company
by $20,460,732.  This would conform the method of tax accounting
to the change made by Commonwealth Land Title in 1988 in
computing the Special Premium Reserve deduction for Annual
Statement purposes.  The Government conceded this issue.

      * Salvage Recoverable: The Debtor agreed to adjustments to
taxable income in favor of the Government, $490,930 for 1990 and
$478,255 for 1991 relating to computation of salvage recoverable
by Commonwealth Land Title for those years.

      * Unpaid Losses: The IRS proposed to increase the taxable
income of Commonwealth Mortgage Assurance Company by excluding,
as a losses-incurred deduction, unpaid losses for mortgage
guaranty insurance attributable to insured mortgage loans that
are in default, but for which the lender has not yet acquired
title to the property securing the loans.  The adjustment was a
proposed increase in taxable income of $6,069,650.  The
Government conceded this issue.

      * Phelps Dodge Dividends: The IRS proposed an adjustment
of $94,973 and $1,639,496 for 1989 and 1990, respectively,
pertaining to dividends received from Phelps Dodge.  This issue
was settled by an agreed increase in taxable income of $14,246
and $245,924 for 1989 and 1990, respectively.

B) 1992-1994 Audit Cycle

The IRS proposed deficiency assessments for 1992-1994 of
$34,629,213 of net tax exclusive of interest.  Although
calculations are not yet complete, RGH and the IRS have agreed
to settle this audit cycle for a $4,761,901 net refund, plus
interest.  The major contested issues involved in this cycle and
the bases for settlement are:

      * Retro Debits: The IRS proposed adjustments for 1992-1994
that would have resulted in a net increase to taxable income of
$3,076,348.  As in the prior cycle, this issue was split 75%
taxpayer and 25% Government.

      * Special Premium Reserve: The IRS proposed an increase in
taxable income of $35,451,011 for this cycle.  The Government
conceded this issue.

      * Increase in Capital Gain: The IRS proposed to increase
taxable income by $13,002,972 for 1992 as a result of a
transaction involving the F.B. Hall Company.  The Government
conceded this issue.

      * Loss on Sale of Subsidiary: The IRS proposed to disallow
a $60,726,070 loss in connection with the sale of United Pacific
Life Insurance Company.  The Government conceded this issue.

C) 1995-1999 Audit Cycle

The IRS proposed tax deficiencies for 1995-1999 of $22,783,030,
plus interest.  RGH and the IRS have agreed to a settlement for
these tax years for a net refund of $144,115, plus interest.  
The major contested issues involved in this cycle and the bases
for settlement are:

      * Special Premium Reserve: The IRS proposed a total
increase in taxable income for this audit cycle of $51,000,000,
of which $37,000,000 was proposed for 1995.  The issue was
settled by keeping the total adjustment at $51,000,0000 but
spreading $35,000,000 of the 1995 adjustment over a four year
period beginning in 1995.

      * Software Costs Disallowance: The IRS proposed to
disallow a $7,000,000 deduction in 1995 and an additional
$12,000,000 in subsequent years relating to costs incurred in
designing and installing software systems.  This issue was
settled on a 50%/50% basis.

      * Retro Debits: This issue was settled on a 75% taxpayer
and 25% Government basis.

Mr. Gross asserts that the Settlement is reasonable and should
be approved.  It results in a substantial reduction in the
amount RGH owes to the IRS, resolving a $433,642,041 claim with
a refund of $14,000,000, according to RGH's tentative
calculations.  This results in a net reduction of liability
equal to over $447,600,000.  Mr. Gross asserts that further
negotiations with the IRS will not produce a more favorable
outcome and would result in continuing expenses to the estate.  
Additionally, the Official Unsecured Creditors' Committee and
the Official Unsecured Bank Committee have told RGH that they
support the Settlement.  The Pennsylvania Insurance Commissioner
and Liquidator of RIC, M. Diane Koken, has been informed of the
Settlement and her consent requested.  RGH has not yet received
the Liquidator's response.

Joseph A. Leist, IRS Team Case Leader, and John S. Breckinridge,
Esq., at LeBoeuf, Lamb, Greene & MacRae, primarily negotiated
the Settlement. (Reliance Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


REPRO MED SYSTEMS: Auditors Raise Going Concern Doubt
-----------------------------------------------------
Sales of Repro Med Systems, Inc.'s core products increased
quarter over quarter ended May 31, 2002 with its Freedom60 sales
increasing by 31% and Res-Q-Vac sales increasing by 37%. Net
sales increased overall 2% from $427,414 (2001) to $435,242
(2002) for the quarter despite the loss in sales of $81,000 from
a major OEM customer for the first quarter 2002 and reduced
sales for a low margin product line that it has been phasing out
over the last year.

Gross profit increased to 27% of net sales in 2002 from 25% in
2001 primarily resulting from reductions in material costs.

Selling, general and administrative expense decreased 20% from
the 2001 to 2002 as a result of the reduction of sales and
administrative personnel, and decreased marketing and show
expenses.

Research and development expenses decreased 53% period to period
due to the fact that the Company enlisted outside engineering
help in the first quarter 2001 but not in the first quarter
2002.

Interest expense increased 87% as a result of the addition of
tooling leases after the first quarter of 2001 and the addition
of a phone system lease during the latter half of the first
quarter of 2001.

                Liquidity And Capital Resources

During June 2000, the Company negotiated a $200,000 line of
credit with M&T Bank that is guaranteed by the President and one
of the directors. The line of credit was intended for material
purchases for new orders and tooling. As of May 31, 2002,
$200,000 has been advanced on the line of credit. Although the
line expired on June 30,2001, the bank verbally extended the
line through June 30,2002. Currently, the bank is in the process
of reviewing Repro Med's request to extend the line for six
months. The bank has assured the Company that if the line is not
renewed, there will be no requirement for immediate repayment of
the line.

The Company is attempting to achieve and maintain positive cash
flow by continuing to increase sales for the FREEDOM60 and RES-
Q-VAC, decreasing material costs and by pursuing capital
investment through debt or equity. The Company is working with
outside distributors to increase market share in the European
markets for the RES-Q-VAC, and to introduce the FREEDOM60 into
the European market. Currently, the distributor for the
FREEDOM60 in Italy is marketing the product and has received an
initial order. Repro Med is in the process of validating new
lower-cost and more efficient vendors for its raw materials,
which will assist it in continuing to improve margins on its
current products. The Company has said it has sufficient capital
for ongoing needs based on anticipated sales growth in the next
six months and maintaining careful control of expenses. The
funds available on May 31, 2002 are expected to meet cash
requirements as planned under current operating conditions at
least for the next 12 months.

However, the Company incurred a net loss of $50,176 during the
three months ended May 31,2002. The Company intends to raise
additional capital or financing, to improve their liquidity but
the above factors create substantial doubt as to the Company's
ability to continue as a going concern.


SAFETY-KLEEN: Signing up Bifferato as Special Litigation Counsel
----------------------------------------------------------------
Due to the approaching statute of limitations for the initiation
of certain causes of action, Safety-Kleen Corp., and its debtor-
affiliates are going to need a special litigation counsel to
commence and prosecute these causes of action against third
parties based on the Bankruptcy Code's avoidance and recovery
provisions.  In this connection, the Debtors seek the Court's
authority to employ and retain Bifferato Bifferato & Gentilotti,
nunc pro tunc to May 29, 2002.

On behalf of Safety-Kleen Corporation, Jim Lehman relates that
Bifferato had been preparing to commence avoidance actions since
May 29, 2002.

The principal attorneys and paralegals designated to represent
the Debtors and their current standard hourly rates are:

               Ian Connor Bifferato         $275
               Jeffrey M. Gentilotti         275
               Vincent A. Bifferato          275
               Megan H. Harper               195
               George T. Lees                195
               Amy W. Kiefer                  95
               Kristin Wright                 95
               Debra Loveland                 95

These hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Other attorneys and paralegals
may, from time to time, serve the Debtors in connection with
these litigation matters.

Ian Connor Bifferato, the managing partner of Bifferato
Bifferato & Gentilotti, tells Judge Walsh that the firm does not
represent any other entity having an adverse interest in
connection with this case. The firm is disinterested, Mr.
Bifferato asserts.  However, Bifferato Bifferato & Gentilotti
did previously represent General Electric Company, a party
adverse to the Debtors, in proceedings unrelated to the Debtors
or these bankruptcy cases.  The firm has also previously
represented, as co-counsel, numerous personal injury claimants
in the filing of proofs of claim and in seeking relief from the
automatic bankruptcy stay in the Debtors' bankruptcy.  Mr.
Bifferato emphasizes that the firm's representation of those
claimants has concluded. (Safety-Kleen Bankruptcy News, Issue
No. 43; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SALIENT 3: Reports Increase in Net Assets in Liquidation for Q2
---------------------------------------------------------------
Salient 3 Communications, Inc., (OTC Bulletin Board: STCIA)
announced that as of the end of its second fiscal quarter, ended
June 28, 2002, its estimated net assets in liquidation per
outstanding share were $1.52.  This value represents an increase
of $0.03 per share from the estimated net assets in liquidation
of $1.49 as of March 29, 2002, reported in the Company's Form
10-Q as filed with the Securities and Exchange Commission for
the first quarter.

The Company cautioned that under liquidation basis accounting,
all values of realizable assets and settlement amounts of
liabilities are estimates, subject to continual reassessment
based on changing circumstances.  Therefore, it is not presently
determinable whether the amounts realizable from the remaining
assets or the amounts due in settlement of obligations will
differ materially from the amounts shown on the statement of net
assets in liquidation as of June 28, 2002.

The Company expects to make further distributions as specific
events provide available cash at a level where the Board of
Directors can properly authorize a distribution, consistent with
its obligations under Delaware rules and regulations governing
companies in liquidation.

During the second quarter, the Board of Directors decided that
the Company's progress through the liquidation process was
sufficient to allow a permanent reduction in Board membership.  
Accordingly, Dennis E. Foster, Robert E. LaBlanc, Donald E.
Lyons and Dennis F. Strigl resigned from the Board during the
quarter.  The remaining Board members are Timothy S. Cobb, Paul
H. Snyder, John W. Boyer, Jr. and Donald K. Wilson, Jr.

In accordance with SEC Regulation FD (Fair Disclosure), Salient
3 will not respond to individual investor inquiries regarding
the timing, process or ultimate outcome of its liquidation
process.  The Company will, however, issue announcements
whenever material events occur in its liquidation process that
could have a potential impact on its net assets in liquidation.


SALON MEDIA: Sets Annual Shareholders' Meeting for September 26
---------------------------------------------------------------
The Annual Meeting of the Stockholders of Salon Media Group,
Inc., a Delaware corporation, will be held on Thursday,
September 26, 2002 at 2:00 p.m. local time, at the office of the
Company, located at 22 Fourth Street, 16th floor, San Francisco,
CA 94103, for the following purposes:

     1. To elect four (4) Class III directors to hold office for
a term of three (3) years and until their respective successors
are elected and qualified.

     2. To approve the issuance of shares of the Company's
common stock upon (i) the conversion of the Company's issued and
issuable Series B Preferred Stock, and (ii) the exercise of
warrants for the purchase of shares of the Company's common
stock issued and issuable in connection with the issuance of the
Series B Preferred Stock.

     3. To approve the issuance of shares of the Company's
common stock upon (i) the conversion of the Company's
Convertible Promissory Notes or other equity securities of the
Company into which the Convertible Promissory Notes may be
converted, and (ii) the exercise of warrants for the purchase of
shares of the Company's common stock issued and issuable in
connection with the Note and Warrant Purchase transaction of
July 2002.

     4. To consider and approve an amendment to Salon's Amended
and Restated Certificate of Incorporation to effect a reverse
split of its outstanding common stock by a ratio of between one-
for-five and one-for-fifty.

     5. To consider an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the number of
authorized shares of common stock from 50,000,000 to
100,000,000.

     6. To approve an amendment to the Company's 1995 Stock
Option Plan to increase the number of shares of common stock
available for issuance as incentive stock options by 707,763
shares, to 8,829,610 shares.

     7. To consider, approve and ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public
auditors for the fiscal year ending March 31, 2003.

     8. To transact such other business as may properly come
before the meeting.

Stockholders of record at the close of business on August 27,
2002 are entitled to notice of, and to vote at, this meeting and
any adjournment or postponement.

                         *   *   *

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

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

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


SOLUTIA INC: Fitch Ups Sr. Secured & Unsecured Ratings to BB-/B
---------------------------------------------------------------
Fitch Ratings has upgraded Solutia Inc.'s senior secured bank
facility rating to 'BB-' from 'B' and the rating on the senior
secured notes to 'B' from 'CCC+'. The senior secured note rating
applies to the new note issue completed in July 2002, as well as
the notes and debentures existing prior to recent refinancing.
The ratings have been removed from Rating Watch Negative. The
Rating Outlook is Negative.

The ratings upgrade is based in part upon the recent completion
of delayed refinancing plans, Solutia's ability to handle
increased interest payments, the company's leverage, and the
potential for earnings recovery, as well as the company's
overall business profile. Solutia completed a $233 million note
offering in July 2002 and extended and reduced its revolving
credit agreement. The bank agreement termination date has been
extended to August 13, 2004 and the agreement's committed amount
has been reduced to $600 million, half of which will be an
amortizing term loan. Interest rates related to the bank
agreement and the new notes are higher than the interest rates
on the existing notes and debentures; thus, Solutia is expected
to face higher interest payments. Sustained earnings recovery is
required for debt reduction, increased interest payments, and
financial covenant compliance.

The Negative Rating Outlook status reflects continuing concerns
surrounding the strength and pace of an earnings recovery
relative to Solutia's financial covenants, and the ultimate
liability related to the polychlorinated biphenyls contamination
litigation in Anniston, Alabama.

Solutia is a specialty chemical company with $2.8 billion in
sales in 2001. This diverse company produces films, resins, and
nylon plastics and fibers for domestic and international
markets. Some of Solutia's products are name brands, such as
Saflex plastic interlayer for windows and Wear-Dated carpet
fibers. End-use markets for Solutia's products include
construction and home furnishings, automotive,
aviation/transportation, electronics, and pharmaceuticals.


SPEEDFAM-IPEC: S&P Keeps Watch on Junk Ratings Over Buy-Out Pact
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its triple-'C'-plus
corporate credit and triple-'C'-minus subordinated debt ratings
on Chandler, Arizona-based SpeedFam-IPEC Inc., on CreditWatch
with positive implications.

The action came after San Jose, California-based Novellus
Systems Inc., (unrated) announced a definitive agreement to
acquire SpeedFam-IPEC for about $105 million in stock plus the
assumption of SpeedFam-IPEC's $115 million convertible
subordinated notes. The entire transaction is valued at about
$220 million and is expected to close in the fourth quarter of
2002.

Novellus, a larger supplier of semiconductor capital equipment,
is acquiring SpeedFam-IPEC, a maker of equipment used to polish
semiconductor wafers, to broaden its product portfolio.

"While Novellus is not currently rated, Standard & Poor's
expects the combined company to have both stronger business and
financial profiles than SpeedFam-IPEC alone," said Standard &
Poor's credit analyst Emile Courtney.


SYNTELLECT INC: Commences OTCBB Trading Effective Aug. 13, 2002
---------------------------------------------------------------
Syntellect Inc., (Nasdaq:SYNL) announced that its common shares
have been delisted from Nasdaq but will commence trading as of
August 13, 2002, on the OTC Bulletin Board under the symbol
SYNL.

The Company received notification from Nasdaq that the Company's
common shares were delisted following the close of business on
August 12, 2002. The Company had earlier announced that it
received a Nasdaq Staff Determination indicating that the
Company failed to comply with either the net tangible assets or
minimum stockholders' equity requirements for continued listing.
The Nasdaq Staff Determination further indicated that the
Company did not meet the minimum net tangible asset,
shareholders' equity, market capitalization, or net income
requirements for continued listing on the Nasdaq SmallCap
Market.

"The Company will continue its plans to reduce operating
expenses, actively maintain new product development, introduce
new products, and strengthen our ability to deliver products and
services as corporate infrastructure investment resumes. The
current economic environment continues to be challenging, but we
remain committed to returning to profitability," said Anthony V.
Carollo, Syntellect chairman and CEO.

Syntellect Inc., is a global leader in speech-enabled customer,
employee and supply-chain self-service software solutions and
hosted services. Vista IMR, the Company's fourth-generation
voice processing software platform, is the only open-standards,
Windows NT/JavaT and VoiceXML platform available from a major
supplier. Further information is available at
http://www.syntellect.com


SYSTEMAX: Obtains Waiver of Covenant Default Under Credit Pact
--------------------------------------------------------------
Systemax Inc. (NYSE: SYX), a leading manufacturer and
distributor of PC hardware, related computer products, and
industrial products to businesses in North America and Europe,
announced results for the second quarter and six months ended
June 30, 2002.

Net sales for the second quarter were $363.8 million, compared
to $363.5 million in the year-ago quarter. The Company lost
$667,000 or $.02 per diluted share, before recording a non-
recurring charge resulting from the Company's previously
announced decision to discontinue the development of a new
customer order management software system. The net loss for the
second quarter, including the $13.6 million (pre-tax) non-
recurring charge, was $8.8 million compared to a net loss of
$2.6 million a year ago.

For the six months ended June 30, 2002, net sales were $776.0
million compared to $769.4 million last year.  The Company
incurred a loss of $8.2 million before cumulative effect of the
change in accounting for goodwill (as described below) compared
to $2.2 million a year ago. Net loss for the six months after
the cumulative effect of the change in accounting for goodwill
of $51 million (net of tax) was $59.2 million.

Financial Accounting Standards Board Statement No. 142 "Goodwill
and Other Intangible Assets" ("FAS 142") requires the use of new
goodwill impairment testing criteria including the market value
of a public company, present value of expected future cash flows
and a market multiple approach.  Prior to the application of FAS
142, goodwill impairment was measured by undiscounted expected
future cash flow.

During the second quarter, the Company completed a valuation as
is required by FAS 142 using a combination of present value of
expected future cash flows and a market multiple approach.  As a
result of this valuation process, as well as the application of
the remaining provisions of FAS 142, the Company recorded a non-
cash impairment charge representing the write-off of all of the
Company's goodwill in the amount of $68 million ($51 million,
net of tax).

Richard Leeds, Chairman and Chief Executive Officer, said that
during the quarter the Company continued to take steps necessary
to return the Company to profitability, including staff
reductions, facility consolidation and the decision to terminate
development of a new customer order management software system.  
"We should begin to see the effects of these decisions in the
next quarter's results.  I am encouraged by the progress we have
made to date and I am confident we will stay focused on
achieving consistent profitability," he said.

The Company also announced the signing of a waiver to its
Revolving Credit Agreement resulting from a default of a
financial covenant caused by the write-offs of goodwill and the
computer software system discussed above.  The agreement was
also amended to eliminate the effect of these items on future
periods.

Steven Goldschein, Senior Vice President and Chief Financial
Officer, said that the Company had improved its cash position to
$42 million, increased working capital and eliminated short-term
borrowings in the US during the quarter.  "We reduced our
inventory by $15 million during this quarter.  This is very
significant, especially during the phase of an economic cycle in
which competition for sales and pricing pressures are extreme,"
Mr. Goldschein said.

Systemax -- http://www.systemax.com-- has developed an  
integrated system of branded e-commerce Web sites, direct mail
catalogs, and relationship marketing to sell PC hardware,
related computer products, and industrial products, to
businesses North America and Europe.  Systemax is a Fortune 1000
company.


TECHNICAL COMMS: Considers Transferring Listing to Nasdaq OTCBB
---------------------------------------------------------------
Technical Communications Corporation (NASDAQ: TCCO) reported
revenue of $520,000 and a net loss of $664,000 for its third
fiscal quarter as compared to revenue of $254,000 and a net loss
of $958,000, before excess inventory and other special charges
for the third quarter of fiscal 2001. For the nine months ended
June 28, 2002 the Company reported a net loss of $1,099,000 on
revenue of $2,552,000 as compared to a net loss of $2,431,000
before excess inventory and other special charges on revenue of
$2,354,000 for the same period in fiscal 2001.

Commenting on the results, TCC President and CEO, Carl Guild,
said, "The results of the third quarter are disappointing. We
did not expect market conditions to improve for some time and
the continued downturn will be met by our on-going plan to
reduce costs and improve near term sales. Operating expenses
continue to be reduced through our initiatives to align them
with anticipated revenue levels. Overhead expense will be
further reduced by consolidating our operations into a more
efficient and less costly physical plant. This situation is
being monitored very closely and we will continue to make these
adjustments as required. Although erratic revenue levels make it
difficult to predict, we remain committed to returning the
Company to profitability."

Continuing Guild said, "Sales and business development efforts
will be strengthened in the US homeland security market through
the addition of a Washington based IT consultant with
significant expertise in developing the federal market space.
TCC's longer term pursuit of international system level projects
remains a key objective and continues to require our persistence
and patience."

During the third quarter of fiscal 2001, the Company recorded
certain special charges, which included $1,604,000 write-off of
excess inventory, a write-off of work in process inventory of
$340,000, a write-off of goodwill of $307,000 and a write-off of
a deferred tax asset of $158,000.

The Company has been notified by The NASDAQ Stock Market that
its common stock has failed to comply with the continued listing
requirement of having a market value of public float greater
than or equal to $1,000,000 and the requirement of having a
minimum share price of $1.00. In accordance with the
notification received from NASDAQ if the Company is unable to
demonstrate compliance for ten consecutive days the Company
maybe delisted from the NASDAQ SmallCap Market. The deadlines
for achieving compliance are October 7, 2002 regarding the
minimum $1,000,000 market value of public float and December 23,
2002 regarding the minimum share price of $1.00.

The Company hopes and expects that this is a temporary
situation, although no assurances can be given, and the Company
is considering various alternatives designed to address the
NASDAQ requirements. The Company is also considering an
application to transfer to the NASDAQ OTC Bulletin Board service
if the situation cannot be addressed timely.

TCC designs, manufactures, and supports superior grade secure
communications systems that protect highly sensitive information
transmitted over a wide range of data, voice and fax networks.
TCC's proven security solutions protect information privacy on
every continent in over 100 countries. Government agencies,
militaries, financial institutions, telecom carriers and
multinational corporations worldwide rely on TCC to protect
their communications networks.


TOUCHSTONE RESOURCES: Closes $1.6 Million Private Placement
-----------------------------------------------------------
Touchstone Resources Ltd., has closed the private placement
announced June 11, 2002 of US$1,600,000. The private placement
consists of a debenture convertible until December 28, 2002 into
common shares of the Company on the basis of one common share of
the Company for each US$0.80 principal amount of debenture. In
addition, the placee received a detached warrant to purchase
2,000,000 shares exerciseable until December 28, 2002 at US$1.00
per share.

The proceeds from the placement will be used for continued
exploration on the Company's Hell Hole Bayou Project in
Louisiana and its other oil and gas properties.

The Company has paid a finder's fee of 200,000 shares which
shares are subject to a hold period expiring August 9, 2003.

The Company issued to Continental Southern Resources, Inc., by
way of private placement a US$1,600,000 promissory note
convertible into 2,000,000 shares at the rate of one share for
each US$0.80 principal amount of note and detached warrants to
purchase 2,000,000 additional shares of the Company at US$1.00
per share until December 28, 2002.

The Securities purchased by CSR entitle CSR to acquire 4,000,000
shares which when added to CSR's present holdings upon
conversion and exercise would represent 31.5% of the issued and
outstanding shares of the Company. CSR has acquired these
securities for investment purposes.

It is CSR's intention to evaluate the investment and to increase
and decrease its shareholdings as circumstances require.

For more information on Touchstone and any of Touchstone's
projects, please visit http://www.touchstonetexas.com

                        *   *   *

As reported in May 14, 2002 edition of Troubled Company
Reporter, Touchstone Resources has been operating at a loss each
year since inception, and expects to continue to incur
substantial losses for at least the foreseeable future.
Net loss applicable to common stockholders for the years ended
September 30, 1999, 2000 and 2001 were approximately $180,080,
$2,111,241 and $3,552,123 respectively. Through September 30,
2001, the Company had an accumulated deficit of approximately
$5,843,444. It also had limited revenues to date. Revenues for
the year ended September 30, 1999, 2000 and 2001 were $0,
$31,908 and $123,411 respectively. Further, it may not be able
to generate significant revenues in the future. In addition, it
expects to incur substantial operating expenses in connection
with oil exploration activities. As a result, it expects to
continue to experience negative cash flow for at least the
foreseeable future and cannot predict when, or even if, it might
become profitable.


US AIRWAYS: U.S. Trustee to Convene Meeting to Form Committees
--------------------------------------------------------------
The United States Trustee for Region IV will contact each of
US Airways Group Inc.'s 30-largest unsecured creditors at the
addresses provided by the Debtors to invite them to an
organizational meeting for the purpose of forming one or more
official committees of unsecured creditors.

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

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

Contact the U.S. Trustee at (703) 557-7176 to ascertain the
time, date and place of this meeting.

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


US AIRWAYS: IAM Fleet Service to Vote on Restructuring Proposal
---------------------------------------------------------------
District 141 of the International Association of Machinists and
Aerospace Workers, representing 5,450 Fleet Service employees at
US Airways, received a proposal today from the airline seeking
employee participation in the carrier's restructuring program.
As with the proposal previously presented to District 141-M for
the carrier's 6,800 Mechanical and Related employees on August
11, 2002, the union will put the company's proposal to a vote by
its membership.

"We kept our promise to the membership," said District 141
President Randy Canale.  "No changes will be made to their
collective bargaining agreement without a vote by the
membership.  Our goal going forward will be to limit the
negative impact of restructuring and preserve long-term
employment at US Airways."

US Airways filed for Chapter 11 bankruptcy protections on August
11, 2002. Like the recently ratified agreements by pilots and
flight attendants at US Airways, the company's proposals to the
Machinists Union restricts US Airways from seeking further cost
reductions from IAM members during bankruptcy court proceedings.

Full details of the company's proposal will be presented to
local committee chairs on August 15, 2002 in Pittsburgh, PA.  
Membership meetings and voting by Fleet Service members will
follow and are expected to be completed by August 30.

Details about the proposal will be available on the District 141
Web site at http://www.iam141.orgfollowing the presentation to  
local committee chairs on August 15, 2002.


US AIRWAYS: Fitch Says Bankruptcy Has Minor Impact on Industry
--------------------------------------------------------------
Fitch Ratings believes that US Airways' decision to file a
voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code on Sunday, Aug. 11 will have minor immediate
impact on the US airport industry overall. However, the
potential for a restructuring of the airline's operations
through the bankruptcy process does pose additional risk for the
carrier's three major hubs in Charlotte, Pittsburgh and
Philadelphia. The potential for this bankruptcy filing led Fitch
to place the ratings for Charlotte-Douglas International Airport  
and Allegheny County Airport Authority, PA on Rating Watch
Negative in October 2001.

The decision to put both airports' ratings on Rating Watch
Negative was premised on Fitch's belief that a financially
weakened US Airways and the increased risk of a potential
bankruptcy of the carrier had negative rating implications for
CLT and PIT given the high market share concentration of US
Airways at the two airports. More specifically, the 'A' rating
on approximately $317,200,000 City of Charlotte, outstanding
general airport revenue bonds was placed on Rating Watch
Negative on Oct. 15, 2001 and PIT's 'A-' rating on $711,000,000
outstanding general airport revenue bonds was placed on Rating
Watch Negative on Oct. 16, 2001. The ratings remain on Rating
Watch Negative and Fitch is closely monitoring the direct impact
of US Airways' bankruptcy filing on the overall operations and
financial condition of the airports. In addition, Fitch also has
recognized the increased risk related to US Airways' financial
condition and market share concentration at Philadelphia
International Airport and accordingly assigned a negative rating
outlook to PHL's 'A' rating on approximately $1.12 billion in
outstanding general airport revenue bonds on Oct. 15, 2001.

US Airways' bankruptcy filing will impact the above noted
credits as well as a number of other U.S. airports, but to a
lesser extent. While potential US Airways flight reductions will
have an impact on the operating and financial condition of the
airline's hub airports, the fundamental strengths of U.S.
airport debt, including the modular nature of most airport's
capital improvement programs, the demand for air service no
matter which air carrier accommodates the passengers, and the
residual nature of many airport/airline use and lease
agreements, help to mitigate some of airline-related risk to
airport debt.

At CLT, US Airways' mainline service accounts for roughly 78% of
passengers and its regional carriers account for an additional
10% of passengers. Approximately 25% of CLT's passenger traffic
is origination and destination in nature. At PIT, US Airways'
mainline service accounts for 75% of passengers and its regional
carriers account for an additional 12% of passengers. Roughly
40% of the traffic is O&D at PIT. The relatively low level of
originating passengers at these airports suggest that other
airlines would be reluctant replace service at the same level
should US Airways operating strategies at these airports change
significantly. While US Airways and its affiliate carriers
account for about 57% of the traffic at PHL, the airport boasts
a strong local market as originating traffic represents a strong
66% of its passenger base .

Fitch contacted each of the airports that have high
concentrations of US Airways traffic, and as more detailed
information is released on US Airways' restructuring plan and
how it will impact each individual airport credit, Fitch will
take rating actions and publish updated rating commentaries as
warranted.

For more information on the relationship between air carriers
and the ratings for airports please see Fitch Research 'U.S.
Airport Bonds and the Airlines Since Deregulation: The Great
Credit Divide' and 'U.S. Airlines' Passenger Market Share
Statistics at U.S. Airports', both dated Nov. 29, 2001 and
available on the Fitch Ratings Web site at
http://www.fitchratings.com  

Fitch has underlying ratings on approximately $45 billion of
debt for 64 U.S. airports, including 28 of the 30 largest
airports in the U.S.

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2), DebtTraders
reports, are trading at 81.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for  
real-time bond pricing.


US AIRWAYS: EDS Discloses $140 Million Balance Sheet Exposure
-------------------------------------------------------------
EDS (NYSE: EDS) outlined its relationship with US Airways (NYSE:
U) in light of the airline's bankruptcy filing Sunday.

EDS and US Airways are parties to a long-term agreement under
which EDS provides IT services to US Airways.  EDS acquired the
contract as part of its acquisition of Sabre Inc.'s IT
outsourcing business in July 2001.

Under terms of the contract, EDS is paid approximately $200
million annually.  At the time of US Airway's bankruptcy filing,
EDS had outstanding approximately $70 million in invoiced work
and work in progress.  Including these assets, contract fixed
assets and intangibles, the total balance sheet exposure is
approximately $140 million.  This amount includes approximately
$25 million, net of taxes, related to aircraft leases which pre-
dated the services contract.

EDS and US Airways have been in discussions for some time
concerning a restructuring of their agreement.  EDS expects
these discussions to continue post-bankruptcy.  EDS also expects
to continue to provide services to US Airways post-bankruptcy
and to be paid for those services.  EDS does not expect the
restructuring of the IT services agreement, if any, to be
material to its results of operations or financial position.

EDS, the leading global services company, provides strategy,
implementation, business transformation and operational
solutions for clients managing the business and technology
complexities of the digital economy.  EDS brings together the
world's best technologies to address critical client business
imperatives.  It helps clients eliminate boundaries, collaborate
in new ways, establish their customers' trust and continuously
seek improvement. EDS, with its management consulting
subsidiary, A.T. Kearney, serves the world's leading companies
and governments in 60 countries.  EDS reported revenues of $21.5
billion in 2001.  The company's stock is traded on the New York
Stock Exchange and the London Stock Exchange.  Learn more at
http://www.eds.com


US AIRWAYS: S&P Drops Corporate Credit Rating to D After Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on US Airways Group Inc. and its US Airways Inc.
subsidiary to 'D' from 'SD' (selective default) following the
Chapter 11 bankruptcy filings of both entities. Ratings on most
issues of US Airways Inc. that have not already defaulted are
lowered, as well, and remain on CreditWatch with developing
implications.

"The downgrades of US Airways ratings on various aircraft-backed
debt issues and airport revenue bonds reflect increased default
risk as US Airways seeks to reorganize in Chapter 11," said
Standard & Poor's credit analyst Betsy Snyder. "The airline is
expected to continue to pay on its obligations backed by Airbus
aircraft (which form its new fleet) and on its airport revenue
bonds, but is seeking to renegotiate obligations backed by
Boeing aircraft," the analyst continued. Arlington, Va.-based US
Airways, the nation's seventh-largest air carrier, filed for
bankruptcy, despite having received conditional approval for a
federal loan guaranty and reaching tentative concessionary
agreements with most of its unions, after judging that it would
not be able to reach satisfactory agreements with various
vendors, aircraft lessors, and holders of aircraft-secured debt
in a timely fashion. The company has secured $500 million in
debtor-in-possession financing, and will seek to lower its
operating costs and reorganize under Chapter 11. If it is
successful in so doing, US Airways would also receive $200
million in equity financing from Texas Pacific Group and likely
also $1 billion in debt financing, $900 million of which would
be federally guaranteed. Ratings on debt issues that are still
paying could be raised if that occurs; alternatively, rejection
of specific debt financings or worsening prospects for a
successful reorganization could lead to further downgrades.


US PLASTIC LUMBER: Second Quarter Net Loss Balloons to $3.7MM
-------------------------------------------------------------
U.S. Plastic Lumber Corp., (Nasdaq:USPL) announced its operating
results for the three and six-month periods ended June 30, 2002.

USPL reported an operating income of $945,000 at its Plastic
Lumber division for the second quarter of 2002, as compared with
an operating loss of $70,000 in the same quarter in 2001. On a
consolidated basis, USPL recorded an operating loss of $332,000
in the second quarter of 2002, as compared to operating income
of $2.7 million in the second quarter of 2001. The decrease is
due to lower revenues at USPL's Environmental Recycling
division, and to increases in certain corporate expenses with
respect to the proposed sale of the Environmental Recycling
division, compliance with forbearance agreements with senior
lenders and the restructuring of the Company's balance sheet.
These expenses totaled approximately $1,042,000 in the second
quarter of 2002. The net loss for the second quarter of 2002 was
$3.7 million compared with net income of $71,000 in 2001.

Net revenues for the three months ended June 30, 2002 were $35.4
million, a decrease of $15.4 million, or 30%, from the
comparable period in 2001. Environmental Recycling revenues were
$20.5 million in 2002, as compared to $34.2 million in 2001, a
decrease of 40%, as USPL's liquidity constraints delayed the
start of significant contracts. Work on these projects is now
underway, and the Company expects revenues to return at least to
prior year levels beginning in the third quarter of this year.
Plastic Lumber division revenues in the second quarter of 2002
were $14.9 million, as compared to $16.6 million in the second
quarter of 2001. The Company's decision to discontinue resin
processing for outside customers, which has historically been a
very low margin business, impacted revenues by approximately
$1.5 million.

For the six months ended June 30, 2002, USPL reported operating
income of $1.8 million at its Plastic Lumber division, compared
to an operating loss of $2.2 million in the prior year, as the
Company continues to benefit from the restructuring plan that
commenced in the third quarter of 2001. On a consolidated basis,
the Company reported year to date operating income of $172,000
in 2002, as compared to an operating loss of $379,000 in 2001.
Net loss for the six months ending June 30, 2002 was $6.5
million as compared to $4.9 million in the comparable period of
2001. The year to date 2002 results include approximately $1.8
million of charges pertaining to the sale of the Environmental
Recycling division, compliance with the Company's forbearance
agreements and restructuring of the Company's balance sheet.
Operating loss and net loss in the six-month period ending June
30, 2001 included a charge of $182,000 for the severance
component of the Plastic Lumber division's fourth quarter 2000
restructuring.

Revenues for the first six months of 2002 were $72.3 million,
compared with $89.4 million for the same period in 2001, a
decrease of 19%. Revenues from the Plastic Lumber division were
$29.1 million in the first half of 2002, as compared to $32.2
million in the prior year. The Plastic Lumber division's
revenues were below last year's revenues primarily due to the
impact of exiting the low margin resin trading business. The
first six months of 2001 included approximately $3.5 million of
resin revenues with no comparable amount in the first six months
of 2002. Revenues from the Environmental Recycling division
during the first six months of 2002 were $43.1 million, compared
with $57.2 for the same period in 2001.

Commenting on the second quarter and six-month 2002 results,
Mark Alsentzer, Chairman, CEO and President of USPL said, "While
our second quarter and year to date results were negatively
impacted by significantly lower sales and operating income at
our Environmental Recycling division, we see this as a temporary
situation resulting from short term cash constraints. This
situation has been somewhat alleviated by the amended and
restated purchase agreement for the sale of the environmental
division which we signed on June 14 of this year. We have begun
to see a recovery in the revenues at the Environmental Recycling
division and remain on track to close the sale transaction in
late August or early September."

On the results of the Plastic Lumber division, Alsentzer
continued, "The second quarter and year to date results are a
validation of the restructuring and facilities consolidation
plan we put into place at the end of last year. We continue to
generate consistent margins from the Plastic Lumber business,
and will be well positioned for future growth following the sale
of the environmental division and the restructuring of our
balance sheet." As previously announced on June 17, upon or
shortly after the closing of the sale of its environmental
division USPL anticipates it will have agreements in place for
new credit to finance ongoing working capital needs, extended
forbearance of up to twenty four months on its Master Credit
Facility and the restructuring of its outstanding debentures.

Mike McCann, Chief Operating Officer of USPL, added, "We
continue to experience significant sales growth with respect to
our OEM plastic lumber and transportation products, suggesting a
definitive change in the market's direction from pressure
treated lumber to safer, alternative wood products. Because of
this trend and the groundwork we have laid in 2002, we expect
sales of our decking, structural lumber and packaging products
to improve as we move into the latter half of 2002 and into
2003."

U. S. Plastic Lumber Corp., has two main business lines: the
manufacture of plastic lumber, packaging and other value added
products from recycled plastic, and the operation of
interrelated environmental recycling services.  U. S. Plastic
Lumber is the nation's largest producer of 100% HDPE recycled
plastic lumber. Headquartered in Boca Raton, Florida, USPL is a
highly integrated, nationwide processor of a wide range of
products made from recycled plastic feedstocks. USPL creates
high quality, competitive building materials, furnishings, and
industrial supplies by processing plastic waste streams into
purified, consistent products. USPL's products are
environmentally responsible and are both aesthetically pleasing
and maintenance friendly. They include such brand names as
Carefree Xteriors(R), RecycleDesign(TM), Trimax(R), Earth
Care(TM), and OEM products including Cyclewood(R). USPL
currently operates three plastic manufacturing centers.


UNIVIEW TECHNOLOGIES: Grant Thornton Airs Going Concern Opinion
---------------------------------------------------------------
uniView Technologies Corporation and its subsidiaries offer
enhanced digital media solutions to customers worldwide.  Its
digital entertainment devices enable the delivery of the highest
quality  video, audio and gaming features through the Internet
to a television set.

The Company offers contact center customer service solutions
through CIMphony[TM], a suite of  computer Telephony integration
(CTI) software products and services.   CIMphony facilitates  
communication between a customer service representative and
their customer by allowing contact centers to customize and
incorporate voice, data and Internet communications into their
customer interactions.

The Company markets its products and services to hospitality,
utility, banking and telecommunication  companies.   Due to the
open architecture of its products, they can be readily
customized to a  specific customer's requirements.  This feature
is not limited by geographical boundaries and its products can
be configured for international customers, as  well as domestic.  
Management of the Company believes that uniView's easily
adaptable products position it at the forefront of the emerging
interactive broadband and CTI industries.

uniView was incorporated in Texas on July 13, 1984.   It filed
an S-18 registration statement in  November 1984 and completed
the registered offering in January 1985.  On November 8, 1993
its stock was first listed on the Nasdaq stock market.

uniView's total revenues for fiscal year 2001 increased to $9.33
million, as compared to $9.15 million in 2000.  Revenues for
fiscal year 2001 are primarily comprised of revenues from the
sale of  CTI products and support services, as well as revenues
from infrastructure design and cabling services for high-speed
voice/data  networks.  The Company expects revenues from its
digital media technology to increase dramatically in the coming
fiscal year as it works through the testing phases of negotiated
contracts and moves  into production.

Gross margin increased 62.3 % to $4.35 million in fiscal year
2001, as compared to $2.68 million in 2000.  As a percentage of
total revenue, gross margin increased to 46.6% in fiscal year
2001,  compared to 29.3% in the previous year.  The increase as
a percentage of revenue can be attributed to the Company
continuing to focus resources on opportunities at uniView
Softgen and Network America that yield better margins.

Total operating expenses for fiscal year 2001 decreased $2.17
million to approximately $11.14  million, compared to
approximately $13.31 million for the same period last year.  

During the fiscal years ended June 30, 2001, 2000 and 1999
uniView not achieve a positive cash flow from operations.  
However, it expects to achieve a positive cash flow in the
coming fiscal year,  primarily through a reduction in general
and administrative expenses and continuing to increase its gross
margin.  The Company expects to reduce employee expense through
the normal attrition of employees without replacement and to
reduce overall operating expenses through improvements to its
operations.  Management believes that gross margins can be
maximized by emphasizing higher margin services over product
sales.  uniView expects to generate cash flow from the sale of
its Curtis  Mathes trademark.  Proceeds of $635,000 from the
sale were received in cash in September 2001 and $1,865,000 is
due at various dates through September  2002.  The Company
expects to generate  additional revenue from ongoing operations
of Network America, licensing its digital media  technology,
selling digital entertainment devices, and providing CTI
services, as well as selling source code licenses of its CTI
technology.

Notwithstanding the Company's optimism, Grant Thornton LLP of
Dallas, Texas, under the date of August 17, 2001, wrote:  "As
shown in the financial statements, the Company incurred net
losses of $6,622,458, $10,863,875, and $6,297,353 for the years
ended June 30, 2001, 2000 and 1999,  respectively.  These
factors, among others, as discussed in Note C to the financial
statements, raise substantial doubt about the Company's ability
to continue as a going concern."


VANGUARD AIRLINES: Has Until Aug. 16 to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
granted Vanguard Airlines, Inc., interim approval to use its
Lenders' Cash Collateral until August 16, 2002.

The Debtor tells the Court that, including current cash on hand
of approximately $1,000,000, there is collateral available with
an expected liquidation value of $4,200,000 to $5,400,000 (less
liquidation costs) to cover expected liabilities to potential
secured creditors with valid, perfected, nonavoidable security
interests in the range of $3,000,000 to $4,000,000 at the
maximum. The Debtor believes that this provides an equity
cushion, creating the possibility of a distribution to unsecured
creditors even after liquidation costs and payment in full of
valid, perfected, nonavoidable secured claims.

The creditors who have a proper claim in the cash collateral are
The Hambrecht 1980 Revocable Trust, William Hambrecht as Trustee
and the Sarah and William Hambrecht Foundation, J.F. Shea Co.,
Inc. and Shea Ventures, LLC, and Transmeridian Airlines, Inc.
and Pegasus Aviation, Inc.

A Final Hearing is currently scheduled on August 14, 2002, at
9:30 a.m. CDT.  All objections shall be filed with the Court and
received by counsel for the Debtor on or before August 9, 2002.

Vanguard Airlines, currently shutting down its business, used to
provide all-jet service to 14 cities nationwide: Atlanta,
Austin, Buffalo/Niagara Falls, Chicago-Midway, Dallas/Ft. Worth,
Denver, Fort Lauderdale, Kansas City, Las Vegas, Los Angeles,
New Orleans, New York-LaGuardia, Pittsburgh and San Francisco.
The Company filed for Chapter 11 protection on July 30, 2002.
Daniel J. Flanigan, Esq., at Polsinelli Shalton & Welte, P.C.,
represents the Debtor in its restructuring efforts. When the
company filed for protection from its creditors, it listed total
assets of $39.7 million and total debts of $95.9 million.


VANTAGEMED CORP: Second Quarter 2002 Net Loss Doubles to $4MM
-------------------------------------------------------------
VantageMed Corporation (Nasdaq: VMDC) announced financial
results for the quarter and six months ended June 30, 2002.  
Total revenue for the quarter ended June 30, 2002 was $5.3
million compared to revenue of $5.9 million for the second
quarter of 2001, a decrease of 11%.  Consecutively, revenue
decreased $100,000 from $5.4 million in the first quarter of
2002.  Net loss for the quarter ended June 30, 2002 was $4.1
million compared to a net loss of $2.2 million for the same
period in 2001.

For the first six months of 2002, revenue was $10.7 million
compared to $12.3 million for the same period in 2001, a
decrease of 14%.  Net loss for the six months ended June 30,
2002 totaled $6.3 million compared to a net loss of $4.6 million
in the first six months of 2001.

Net loss before interest, depreciation and amortization totaled
$3.8 million and $5.7 million for the quarter and six months
ended June 30, 2002 compared to $1.6 million and $3.3 million
for the comparable periods in 2001.

The second quarter loss for 2002 includes expenses totaling $1.4
million related to the Company's restructuring plan announced
June 13, 2002, legal and accounting fees of approximately
$584,000 related to the resignation of the Company's former
independent accountants in February 2002 and the subsequent
Section 10-A investigation and informal inquiries by the Nasdaq
and SEC, as well as severance payments made to former executive
officers totaling $313,000.  For the first six months of 2002,
legal and accounting expenses related to the resignation of the
Company's former independent accountants and related inquiries
totaled $700,000.

Excluding these items, net loss for the second quarter and first
six months ended June 30, 2002 was $1.9 million and $3.9 million
and net loss before interest, depreciation and amortization was
$1.6 million and $3.3 million for the same periods.

Richard M. Brooks, Chairman and Chief Executive Officer, said,
"The second quarter of this year was eventful for VantageMed.  
In addition to appointing several new executive officers and
directors, the Company engaged new independent accountants,
cured its late filing deficiencies with the Nasdaq and the SEC
and implemented a recently announced comprehensive restructuring
plan designed to substantially reduce our monthly cash usage and
operating losses by the fourth quarter of this year.  We have
refocused our operations around providing superior customer
service to our existing customers and are refining our product
development strategy to capitalize on long-term growth
opportunities. Our restructuring efforts are proceeding as
planned.  While sales of new systems have temporarily declined
while we reevaluate our product offerings and sales and
marketing strategies, our significant recurring revenues provide
a solid foundation for growth."

VantageMed is a provider of healthcare information systems and
services distributed to over 11,000 customer sites through a
national network of regional offices. Our suite of software
products and services automates administrative, financial,
clinical and management functions for physicians, dentists, and
other healthcare providers and provider organizations.

                         *    *    *

As reported in Troubled Company Reporter's June 18, 2002,
edition, VantageMed Corporation announced restructuring
plans aimed at significantly reducing its monthly cash burn
while refocusing on the delivery of superior customer service
and quality HIPAA compliant products. The restructuring plan
includes re-evaluating all strategic development initiatives,
consolidating certain operating facilities and reducing
personnel by approximately 85 people or 30% of the Company's
total workforce. The restructuring efforts should be
substantially complete by September 30, 2002. The Company
expects that these actions, along with other anticipated expense
reductions, will substantially decrease the Company's monthly
cash burn by the fourth quarter of 2002.

The Company also announced that the Nasdaq Listing
Qualifications Panel has determined that VantageMed's common
stock was transferred to The Nasdaq SmallCap Market from The
Nasdaq National Market effective as of the open of business on
June 14, 2002. The Company's stock is now listed on The Nasdaq
SmallCap Market subject to the Company meeting certain
conditions, including timely filing of all periodic SEC reports,
evidencing net tangible assets of at least $2,000,000 or
shareholders' equity of at least $2,500,000 as of June 30, 2002,
and demonstrating a closing bid price of at least $1.00 per
share on or before September 18, 2002, and for a minimum of 10
consecutive trading days thereafter. Additionally, because the
Company has complied with Nasdaq's requirements for filing
quarterly and annual reports with the SEC, the "E" was removed
from the Company's trading symbol and its common stock will
trade under the symbol "VMDC" beginning June 14, 2002.


VERSATEL TELECOM: Court to Consider Chapter 11 Plan on Sept. 5
--------------------------------------------------------------
                   United States Bankruptcy Court
                   Southern District of New York

In re:                             :  Case No. 02-13003 (rdd)
Versatel Telecom International NV, :  Chapter 11
                       Debtor.     :

        NOTICE OF (I) APPROVAL OF FIRST AMENDED DISCLOSURE
    STATEMENT, (II) HEARING TO CONFIRM DEBTOR'S FIRST AMENDED
    PLAN OF REORGANIZATION AND (III) ESTABISHMENT OF OBJECTION
                           DEADLINE

BY ORDER OF THE UNITED BANKRUPTCY COURT,
HONORABLE ROBERT D. DRAIN

PLEASE TAKE NOTICE THAT THE United States Bankruptcy Court for
the Southern District of New York has approved the adequacy of
the First Amended Disclosure Statement, dated July 26, 2002 for
the solicitation of votes with respect to the first Amended Plan
of Reorganization under title 11, United States Code of Versatel
Telecom International NV, debtor and debtor in possession in the
above-captioned and numbered chapter 11 case, and has scheduled
a hearing to confirm the Plan and has established the deadlines
and procedures described herein.

             HEARING ON THE CONFIRMATION OF THE PLAN

1. The confirmation Hearing will commence on the 5th day of
September, 2002 at 2:00 prevailing Eastern Time or as soon as
thereafter as counsel can be heard, before the Honorable Robert
D. Drain, United States Bankruptcy Court for the Southern
District of New York, Alexander Hamilton Custom House, One
Bowling Green, New York, New York 10004. The Confirmation
Hearing may be continued from time to time by announcing such
continuance in open court or otherwise, all without further
notice to parties in interest. The Court, in its discretion and
prior to the confirmation Hearing, may put in place additional
procedures governing the Confirmation Hearing.

       DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO
                 CONFIRMATION OF THE PLAN

2. The Bankruptcy Court has established August 30, 2002 at 5:00
pm, prevailing Easter Time, as the last date and time for filing
and serving objections to the confirmation of the Plan.
Objections not filed and served by the Objection Deadline in the
manner set fort below may not be considered by the Bankruptcy
Court.

3. In Order to be considered by the Bankruptcy Court,
objections, if any, to the confirmation of the plan must be in
writing and must: (a) comply with the Federal Rules of
Bankruptcy Procedure and the Local Bankruptcy Rules;
(b) state with particularly the legal and factual bases for the
objection or proposed modification; (c) be (i) filed with the
Bankruptcy Court, together with proof of service, at
http://www.mysb.uscourts.gov in accordance with Bankruptcy  
Court's General Order setting forth Electronic Filing
Procedures, as amended, by registered users of the Bankruptcy
Court's case filing system, with a hard copy delivered to the
chambers of the Honorable Judge Drain at the United States
Bankruptcy Court for the Southern District of New York,
Alexander Hamilton Custom House, One Bowling Green, New York,
New York 10004, or be (ii) delivered directly to the clerk of
the court (including an affidavit as to your inability to file
in the electronic manner set forth herein) at the United States
Bankruptcy Court for the Southern District of New York,
Alexander Hamilton Custom House, One Bowling Green, New York,
New York 10004 with a courtesy copy to the chambers of the
Honorable Judge Drain, by all nonregistered users of the
Bankruptcy Court's case filing system; and (d) served on the
following, so that they are actually RECEIVED by 5:00 PM
prevailing Eastern time, on or before the Objection Deadline by:
(i) Counsel to the Debtor: Shearman & Sterling, 599 Lexington
Avenue, New York, New York 10022, Attn: Douglas P. Bartner, Esq.
and Andrew V. Tenzer, Esq.; (ii) Counsel to the Ad Hoc
Committee: Bingham McCutchen LLP, at 8-10 Mansion House Place,
London EC4N8LB United Kingdom Attn: James Roome, Esq. and 399
Park Avenue, New York, New York 10022-4689 Attn: Evan Flaschen,
Esq.; (iii) the Office of the United States Trustee, 33 White
Hall Street, Suite 2100 New York, New York 10004 Attn: Brian
Masumoto, Esq.; and (iv) Counsel to the Indenture Trustee: Baker
& McKenzie, 805 Third Avenue, New York, New York 10022 Attn:
Joseph Samet, Esq. The Court will consider only written
objections filed and served by the Objection Deadline.
Objections not timely filed and served in accordance with the
provisions of this Notice shall be overruled.

4. Persons wishing to obtain copies of the Disclosure Statement
or the Plan may access the Bankruptcy Court's web site at:
http://www.nysb.uscourts.govor the Debtor's web site at  
http://www.versatel.com. Alternately, persons may request  
copies from counsel to the Debtor. Such requests MUST be written
and sent to Shearman & Sterling at the address set forth below:

                       SHEARMAN & STERLING
                       599 Lexington Avenue
                       New York, New York 10022
                       Telephone: (212) 848-4000
                       Facsimile: (212) 848-7179
                       Attn: Brooke L. Gibson
                       Email: bgibson@shearman.com

                              Dated: New York, New York
                                     July 30, 2002


WINSTAR COMMS: Ch. 7 Trustee Taps Kroll Inc. as Risk Consultants
----------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine
Shubert seeks the Court's authority to employ and retain Kroll
Inc. as special risk and litigation consultant, nunc pro tunc to
July 8, 2002.

Due to the size and breadth of the Debtors' business operations
and the multitude of entities involved in these cases, Ms.
Shubert asserts that she needs an experienced special
litigation, investigative and intelligence consultant to conduct
objective, third-party investigations discovering illegal or
fraudulent conduct that may bolster certain causes of action
held by the Trustee.

The firm, founded in 1972 by Jules B. Kroll, specializes in
investigative, intelligence and litigation consulting for 30
years.  According to Michael G. Menkowitz, Esq., at Fox,
Rothschild, O'Brien & Frankel, in Wilmington, Delaware, the firm
began as a consultant to corporate purchasing departments and
gradually expanded its operations to include a variety of
investigative, intelligence and security services.  During the
hostile takeover and leveraged buyout era of the 1980s, Kroll's
ability to help clients size up suitors and targets established
its reputation as Wall Street's private eye.  The firm later
gained worldwide recognition for its success in searching for
assets hidden by infamous political leaders like Jean-Claude
Duvalier of Haiti, Ferdinand and Imelda Marcos of the
Philippines, and Saddam Hussein of Iraq.

Kroll will perform investigative services regarding confidential
matters for the purpose of assessing the viability of certain
causes of action held by the Trustee.  Apart from reimbursement
of reasonable out-of-pocket expenses, Kroll will be compensated
based on these hourly rates:

              Managing Directors       $350
              Professionals             220
              Agents                    220

The Trustee and Kroll have agreed that the total estimated cost
for Kroll's services would be between $20,000 to $25,000.

Kroll Managing Director and Regional Counsel Allen D. Applbaum
assures the Court that the firm:

    -- is a "disinterested person" as defined in Section
       101(14);

    -- has no interest adverse to the Trustee, the Debtors,
       their creditors, any other party-in-interest; and

    -- has no relation to any bankruptcy judge presiding in the
       Delaware district, the U.S. Trustee or any person
       employed in the Office of the United States Trustee.
       (Winstar Bankruptcy News, Issue No. 31; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)  


WISER OIL: Working Capital Deficit Tops $14MM at June 30, 2002
--------------------------------------------------------------
The Wiser Oil Company (NYSE: WZR) reported a net loss for the
second quarter of 2002, before preferred dividends, of $5.0
million, compared with net income of $10.2 million in the second
quarter of 2001. Contributing to the second quarter net loss was
$2.3 million dry hole expense at Ship Shoal Block 164 and $2.1
million non-cash unproved lease impairment expense in Canada.
After adjusting financial derivatives to a cash basis and
excluding unusual and non-recurring items, the net loss for the
second quarter of 2002 was $8.1 million compared to second
quarter 2001 net income of $1.6 million.

EBITDAX for the second quarter of 2002 was $8.0 million, up $2.0
million from first quarter 2002 and down $3.7 million from
second quarter 2001 EBITDAX of $11.7 million. For the first half
of 2002, EBITDAX was $14.0 million.

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

During the second quarter of 2002, Wiser produced 3.0 Bcf of gas
and 469,000 barrels of oil and NGL's for a daily average of
10,659 BOEPD, up 20% from 8,890 BOEPD in the second quarter of
2001 and up 3% over the first quarter of 2002. Second quarter
2002 production was somewhat lower than forecast due to sand
problems at Hayter in Canada and delays in the timing of first
production from new Gulf of Mexico fields and lower than
forecast production at East Cameron 185 Field, which started
production in April 2002.

The Company estimates that third quarter 2002 production will be
in the range of 10,900 to 11,500 BOEPD and total production for
the year 2002 will be in the range of 3.9 million to 4.1 million
BOE. The Company is currently producing approximately 11,150
BOEPD.

Oil and gas revenues for the second quarter 2002 were $19.4
million, down 5% or $1.0 million from second quarter 2001.
Realized oil prices for the quarter averaged $23.77 per barrel,
down 7% from second quarter 2001. Realized gas prices for the
quarter averaged $2.77 per Mcf., down 34% from second quarter
2001. Second quarter 2002 oil and gas revenues include $0.3
million of non-cash hedging gain and excludes $2.1 million of
hedge cash settlements paid by Wiser in the second quarter.
Realized oil and gas prices in the second quarter 2002, after
adjusting hedges to a cash settlement basis, were $22.00
per barrel for oil and $2.24 per Mcf for gas. Average prices
received by the Company in the second quarter of 2002, excluding
the effects of hedging, were approximately $2.63 per barrel less
than the average NYMEX oil price and $0.68 per mcf less than the
average NYMEX gas price, due to quality and location
differentials.

For the first half of 2002, oil and gas revenues were $33.7
million, down 24% or $10.5 million from first half 2001.
Realized oil prices for the first half averaged $21.26 per
barrel, down 19% from 2001. Realized gas prices for the first
half of 2002 averaged $2.42 per Mcf., down 52% from 2001. First
half 2002 oil and gas revenues include $0.7 million of non-cash
hedging gain and excludes $1.2 million of hedge cash settlements
paid by Wiser. Realized oil and gas prices in the first half of
2002, after adjusting hedges to a cash settlement basis, were
$20.96 per barrel for oil and $2.34 per Mcf for gas. Average
prices received by the Company in the first half of 2002,
excluding the effects of hedging, were approximately $2.99 per
barrel less than the average NYMEX oil price and $0.54 per mcf
less than the average NYMEX gas price, due to quality and
location differentials.

Production and operating expense for the second quarter of 2002
was down $1.1 million from second quarter 2001 and, on a BOE
basis, second quarter production and operating expense was $6.59
per BOE compared to $9.24 per BOE in second quarter 2001. For
the first half of 2002, production and operating expense was
$7.10 per BOE compared to $9.01 per BOE in first half of 2001.
The improvement in per BOE cost is the result of increasing the
percentage of low-cost gas production combined with lower  
production expenses at the Maljamar and Wellman fields. DD&A per
BOE in the second quarter of 2002 was $7.22 per BOE, up 27% from
the second quarter of 2001 due primarily to the Invasion
acquisition in May 2001 and initially high DD&A rates in the
Gulf of Mexico, which is typical during the early production
months.

Capital and exploration expenditures during the first half of
2002 were $36.1 million, consisting primarily of $13.9 million
for the Wolverine field winter drilling program, $11.3 million
for the Gulf of Mexico and $3.0 million for Wild River.
Substantially all of the 2002 capital spending program for
Invasion was completed in the first quarter of 2002 due to the
fact that this area in northern Alberta is accessible for
drilling operations only during the winter months. The Company
anticipates its 2002 capital and exploration expenditures will
be in the range of $45 to $50 million.

Wiser received $2.3 million in proceeds from small property
sales in Canada during the first half of 2002 and also borrowed
$7.5 million under its revolving credit facility to fund capital
expenditures. Wiser's cash balance at March 31, 2002 was $2.5
million.

George K. Hickox, Jr., Company Chairman and CEO said, "The
Company achieved a significant milestone in the second quarter
with the initiation of first production from it's Gulf of Mexico
initiative. All four of the Company's 2001 offshore discoveries
have now been placed on line. Despite the recent dry hole at
Ship Shoal 164, we are pleased with the overall drilling results
to date and will continue our focus in the Gulf. Our Canadian
operations are also set to contribute additional production in
the second half 2002 with the commencement of increased
production at Wild River this month."

                         Hedging Update

The Company is continuing to pursue collection of its $5.6
million claim against Enron through the bankruptcy proceedings
and anticipates that a portion of the amount owed to Wiser will
be recovered within the next year. As a result of the Enron
bankruptcy in December 2001, the Company entered into
replacement hedges with other counterparties at less favorable
prices and granted extension options to certain counterparties
in order to obtain better pricing. Virtually all of Wiser's
current hedges are accounted for as fair value hedges and
changes in fair value are recognized in the income statement.
The former Enron hedges were accounted for as cash flow hedges.

The Company added one new hedge in the second quarter, a fixed-
price oil swap at $25.12 for 1,000 barrels per day from October
1, 2002 to March 31, 2003. The Company's current hedge position
for 2002 is maintained on the Company's Web site at
http://www.wiseroil.com  

                        Preferred Stock

The Board of Directors approved the payment of quarterly
dividends on the preferred stock for the second quarter of 2002
in the amount of $436,301. The annual dividend rate on the
preferred stock is 7% and was paid on July 1, 2002. The dividend
was paid by the issuance of 118,560 shares of Wiser's common  
stock based on an average price for the last 10 trading days of
the quarter of $3.68 per share.

                     Borrowing Base Increase

In the second quarter of 2002, the Company's borrowing base
under its revolving credit facility was reviewed and increased
from $50 million to $60 million.

                Unusual and Non-recurring Items

The Company focuses heavily on cash flow and EBITDAX from its
basic exploration and production activities as primary
indicators of financial performance and the Company has several
unusual or non-recurring financial reporting items that
significantly impact the calculation of these indicators. Below
is a table showing the calculations of several financial
indicators before and after unusual and non-recurring items
(000's).


WORLDCOM INC: Seeks OK to Hire Jenner & Block as Special Counsel
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates ask the Court to
approve the retention and employment of Jenner & Block LLC as
their special counsel to:

a. handle regulatory matters at the Federal Communications
   Commission and other federal and state regulatory
   agencies, in connection with both specific issues that arise
   from Debtors' filing for bankruptcy protection and existing
   and future regulatory proceedings in which the Debtors'
   interests are implicated;

b. handle existing and future litigation in state and federal
   court and in other tribunals to the extent such proceedings
   continue notwithstanding the filing of the instant Bankruptcy
   Petition; and

c. for other appropriate assignments.

Susan Mayer, WorldCom's Senior Vice President and Treasurer,
informs the Court that Jenner has represented the Debtors and
their corporate predecessors, including MCI, in state and
federal regulatory proceedings and commercial and regulatory
litigation for almost 30 years.  Since 1996, the firm has served
as national coordinating counsel for the Debtors, handling
substantial regulatory and commercial litigation at both the
trial and appellate level.  It has represented the Debtors in
numerous completed and ongoing proceedings involving
telecommunications-related issues before the FCC and before
state public utility commissions.  Jenner, Ms. Mayer continues,
currently represents the Debtors in pending administrative and
judicial proceedings involving regulatory litigation, including
in a number of lawsuits and arbitrations in federal and state
courts as well as state administrative agencies relating to
interconnection agreements under the Telecommunications Act of
1996.  Jenner also currently represents the Debtors in numerous
cases involving commercial litigation in the state and federal
courts and is also pursuing and defending claims in a variety of
commercial contexts.  The firm also has appeared before the
United States Supreme Court and the United States Courts of
Appeals on behalf of WorldCom in cases involving
telecommunications-related issues, including issues arising
under the Telecommunications Act of 1996.  Jenner has also
represented the Debtors in congressional and other
investigations and has provided advice to the Debtors on pending
telecommunications-related and commercial issues with potential
litigation significance.

In light of Jenner's background in representing the Debtors and
its expertise in these areas of the law, Ms. Mayer asserts that
Jenner is well qualified to represent the Debtors in litigation
and regulatory matters.  Jenner, Ms. Mayer adds, will work
together with Weil, Gotshal & Manges LLP, the Debtors' general
bankruptcy counsel, and make every effort to ensure there is no
unnecessary overlap or duplication of services between the
firms. Weil Gotshal will provide Jenner with all necessary
background information, pleadings and work product to ensure
that it is fully appraised of the pending bankruptcy
proceedings.

Apart from reimbursement of reasonable out-of-pocket expenses
including, but not limited to, photocopying services, printing,
delivery charges, filing fees, postage, and computer research
time, the Debtors propose to compensate Jenner based on the
hourly rate for each attorney, paralegal, or other professional
person who performs services for or on behalf of the Debtors.
The firm's current rates are:

                Partners          $350 to 625
                Associates         185 to 350
                Paralegals         110 to 150

Daniel R. Murray, Esq., a member of Jenner, assures the Court
the firm is a disinterested person as the term is defined in
Section 101(14) of the Bankruptcy Code in that Jenner, its
members, counsel, and associates:

-- are not creditors, equity security holders, or insiders of
   the Debtors except in certain instances,

-- are not and were not investment bankers for any outstanding
   security of the Debtors,

-- have not been, within three years before the July 2002,(i)
   investment bankers for a security of the Debtors, or (ii) an
   attorney for such an investment banker in connection with the
   offer, sale, or issuance of a security of the Debtors,

-- are not and were not, within two years before the date of
   this affidavit, a director, officer, or employee of the
   Debtors or any investment banker except in certain instances,
   and

-- have certain relationships with certain creditors, other
   parties-in-interest, and other professionals in connection
   with unrelated matters, but has not represented any party in
   connection with matters relating to the Debtors, with certain
   exceptions.

Jenner represented within the last two years, or continues to
represent, some of the Debtors':

A. Fifty largest unsecured creditors or their affiliates in
   matters unrelated to the Debtors' Chapter 11 cases.  These
   include AETNA Life, AMR Corporation and American Airlines
   Inc., AT&T, Cisco Systems, Digex Incorporated, Electronic
   Data Systems, Illinois Department of Corrections, Lucent
   Technologies, Merrill Lynch & Co., Motorola, NCR Corporation,
   Sprint PCS and United Airlines Inc.

B. The Fifty Largest Bondholders or their affiliates in matters
   unrelated to the Debtors' Chapter 11 cases.  These include
   ABN AMRO Asset Management LLC, ABN AMRO North America, ABN
   AMRO Chicago Corp., A.G. Edwards, American Express Tax &
   Business Services, Bank of America Illinois, Barclays Bank,
   Citibank Venture Capital Ltd., Credit Suisse, Deutsche Bank,
   Deutsche Bank Trust Company Americas, Firstar, JP Morgan
   Chase & Co., LaSalle Bank N.A., LaSalle National Trust,
   Merrill Lynch & Co., Morgan Stanley Dean Witter & Company,
   The Northern Trust Company, Prudential Insurance Co. of
   America, Prudential Securities, Salomon Smith Barney and
   State Street Bank & Trust Company.

C. Bank Lenders or their affiliates in matters unrelated to the
   Debtors' Chapter 11 cases.  These include ABN AMRO Asset
   Management LLC, ABN AMRO North America, ABN AMRO Chicago
   Corp., Bank of Japan, Bank One NA, Bank One Capital Markets,
   BNP Paribas, Citibank Venture Capital Markets, Deutsche Bank,
   Deutsche Bank Trust Company Americas, Fleet Credit Card
   Services, Fleet Mortgage Group, JP Morgan Chase & Co. and
   Mitsubishi Tokyo.

D. Underwriters or their affiliates in matters unrelated to the
   Debtors' Chapter 11 cases including ABN AMRO Asset Management
   LLC, ABN AMRO North America, ABN AMRO Chicago Corp., Arthur
   Andersen & Co., Arthur Andersen, LLP, Bank of America
   Illinois, Bear Stearns & Co., BNP Paribas, CIBC Capital
   Partners, CIBC Wood Gundy Ventures, Citibank Venture Capital
   Ltd., Credit Suisse, Deutsche Bank, Deutsche Bank Trust
   Company Americas, DLJ Real Estate Capital, Fleet Credit Card
   Services, Fleet Mortgage Group Inc., JP Morgan Chase &
   Co., Mitsubishi Tokyo, Morgan Stanley Dean Witter & Company
   and Salomon Smith Barney.

E. Indenture Trustees or their affiliates in matters unrelated
   to the Debtors' Chapter 11 cases including Barclays Bank,
   Citibank Venture Capital Ltd., Fleet Credit Card Services,
   Fleet Mortgage Group Inc., JP Morgan Chase & Co. and State
   Street Bank and Trust Company.

F. Significant shareholders or their affiliates in matters
   unrelated to the Debtors' Chapter 11 cases including AXA
   Corporate Solutions Reinsurance Company, Barclays Bank,
   Citibank Venture Capital Ltd., Deutsche Bank, Deutsche Bank
   Trust Company Americas and Microsoft Corp.

G. Landlords of the Debtors matters unrelated to the Debtors'
   Chapter 11 cases including CIT Capital Finance, Dana
   Commercial Credit, Dana Corp., Daimler Chrysler, Electronic
   Data Systems Inc., Equity Management Company, Equity Office,
   Equity Office Properties, Fleet Credit Card Services, Fleet
   Mortgage Group, Tyco Healthcare Group LP, Tyco Industries
   Inc. and Tyco Laboratories Inc.

H. Accountants in matters unrelated to the Debtors' Chapter 11
   cases.  These include Arthur Andersen & Co., Arthur Andersen
   LLP, and Ernst & Young LLP.

Mr. Murray reveals that PricewaterhouseCoopers LLP currently
serves as Jenner's outside auditor, replacing Arthur Anderson
LLP.  Michael Salsbury, Executive Vice President, General
Counsel, was a partner at Jenner but he left in 1995 and has no
financial interest in Jenner.

Some of Jenner's employees also have shares of stock in
WorldCom. They include: Liz Blue, David A. Bronner, Deirdre E.
Connell, Philip J. Castrogiovanni, David A. Churchill, Jacob I.
Corre, David DeBruin, David M. Feinberg, Chester T. Kamin,
Youngjae Lee, Charles J.McCarthy, John H. Mathias, Gail H.
Morse, Joel T. Pelz, Ronald Reicen, Donald Resnick, Stephanie A.
Scharf, Kristen G. Schulz, Jeffrey S. Silver, Barry Sullivan,
Jerry Switzer, James L. Thompson and Anders Wick.

Mr. Murray also reports that the Debtors owe Jenner $200,000 for
services rendered and billed prior to the Petition Date.  There
are additional amounts for services rendered from July 2002 that
have not yet billed. (Worldcom Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


XO COMMS: Asks Court to Okay Shareholder Litigation Settlement
--------------------------------------------------------------
A number of shareholder class actions were brought against XO
Communications, Inc., its directors, Forstmann Little and the
Forstmann Little Investors after the announcement in November
2001 of the agreement in principle of the Investment.  These
class actions were pending at the time XO and the Investors
entered into the Investment Agreement.

Against this backdrop, the Investment Agreement contains a
clause on Litigation Condition, which requires resolution of all
Litigation pending or threatened against the Company or the
Investors and their related parties.

To satisfy the Litigation Condition, the Debtor asks the Court
to approve, pursuant to Bankruptcy Rule 9019, a Shareholder
Stipulation dated July 11, 2002 between XO and the plaintiffs in
an action pending before the Supreme Court of the State of New
York entitled, Irving Schoenfeld and Morgan Marketing, Ltd.,
Russ Land and Brian Beavers v. XO Communications, Inc. et al.,
Case No. 01-018358.

The Shareholder Stipulation is conditioned on the dismissal of
other Shareholder Litigations covered by the Litigation
Condition:

(1) the Virginia Federal Action -- specifically, the
    consolidated federal class action captioned, In re XO
    Communications, Inc. Securities Litigation, Civil Action No.
    01-1832-A (E.D. Va.); and

(2) the Delaware Fiduciary Action -- specifically, the action
    captioned, Ben Marshall Riley, Stanley Nitzburg, and Milton
    J. Ayala v. Akerson et al., Del. Ch. Ct., New Castle County,
    No. 19353.

The Virginia Federal Action was dismissed with prejudice by
court order dated May 31, 2002.  The time to appeal the Virginia
Federal Action has expired.  As the Debtor understands it,
plaintiffs in the Delaware Fiduciary Action will take the steps
necessary to dismiss that action upon approval of the
Shareholder Stipulation by the New York Supreme Court.

The Shareholder Stipulation is subject to approval by the
Bankruptcy Court and by the New York Supreme Court.  Judge
Gonzalez will convene a hearing on August 26, 2002 at 9:30 a.m.
to consider the approval of the Shareholder Stipulation.  The
deadline for objections is on August 21, 2002 at 4:00 p.m.  The
New York Supreme Court has scheduled a hearing for August 22,
2002.  The Shareholder Stipulation is conditioned on each of
these conditions being satisfied (or waived by XO) on or before
September 15, 2002.

                Background of the New York Action

In December 2001, three class action complaints were filed
against XO and its directors and the Investors in the New York
Supreme Court, on behalf of a class of all XO public
shareholders -- excluding defendants and persons or entities
affiliated with them.

The Plaintiffs allege that the Proposed Transaction constituted
a breach of fiduciary duty on the part of XO's directors,
allegedly aided and abetted by the Investors.  The Plaintiffs
sought to enjoin the Proposed Transaction, or alternatively to
rescind the transaction and/or recover damages in the event that
the Proposed Transaction were consummated.

On January 15, 2002, XO and the Investors entered into the
Investment Agreement, reflecting the terms and conditions of the
Proposed Transaction.

By orders of the New York Supreme Court, the three complaints
were consolidated in April 2002 and amended in May 2002.

                 Rationale Behind the Settlement

Because the Investors no longer wish to consummate the very
transaction that the New York Action was seeking to challenge,
the Plaintiffs agreed to engage in settlement discussions with
XO.

The parties discussed ways to promptly resolve the New York
Action so as to facilitate XO's satisfaction of the Litigation
Condition to the Investment Agreement, and at the same time to
provide a benefit to the Plaintiff Class in exchange for their
consent to dismiss their claims.

In the event the Investors terminate the Investment Agreement or
fail to complete the transactions, satisfaction of the
Litigation Condition could provide XO with the basis to sue the
Investors for wrongful termination or breach of obligations.  
The Class could then also share the benefits of any recovery
availed by a successful lawsuit.

Thus, the recoveries are contingent upon either a consummation
of the Investment Agreement or a successful lawsuit.  In light
of this contingent nature, XO and the Plaintiffs believed it
appropriate to assure the Class A common shareholders of a right
to purchase equity in the reorganized XO under the standalone
Plan B, irrespective of whether XO were to maintain a successful
lawsuit for breach of the Investment Agreement by the Investors.

Accordingly, the Shareholder Stipulation provides that Class A
common stockholders will have certain minimum guaranteed rights
to purchase equity in the reorganized XO.

              Terms Of The Shareholder Stipulation

The plaintiff class in the New York Action would dismiss and
release all claims and causes of action against the Released
Parties (generally, defendants in that action, including XO and
its directors and the Investors, as well as their respective
affiliates).

In exchange:

(a) If Plan A is consummated:

     -- The Senior Secured Lenders will waive their right to
        receive the first $20,000,000 in cash interest otherwise
        payable to them upon consummation of Plan A -- the
        Settlement Fund;

     -- XO or Reorganized XO will pay this amount into escrow on
        behalf of the Holders of Old Class A Common Stock
        Interests within 7 business days after the later of:

        (1) consummation of Plan A, or

        (2) the date this interest would otherwise be due and
            payable under Plan A;

     -- Holders of Old Class A Common Stock Interests will
        receive, on the Distribution Date or as soon thereafter
        as is practicable, the Settlement Fund, less any taxes,
        expenses, costs and attorneys' fees and expenses awarded
        by the New York Supreme Court;

(b) If Plan B or a Superior Alternative is consummated:

     -- Holders of Old Class A Common Stock Interests will be
        entitled to one third of any cash recovery by XO against
        the Investors through a lawsuit or settlement of
        litigation, up to a maximum of one third of $60,000,000
        (i.e. $20,000,000), plus 3% of any cash recovery in
        excess of $60,000,000;

     -- In the event that a Successful Recovery involves the
        receipt of consideration other than cash (including an
        alternative transaction superior to those under Plan B),
        then the value of the Successful Recovery will be
        determined by two independent financial advisors, one
        hired by the Class and the other one hired by XO;

     -- If the two independent financial advisors cannot agree,
        the value of non-cash Recovery will be determined by a
        neutral third financial advisor;

     -- After the determination of the value of the Successful
        Recovery -- the Successful Recovery Fund, any amounts
        owed to Holders of Old Class A Common Stock Interests
        will be promptly liquidated, or, XO or Reorganized XO
        may elect to pay in cash the value as  determined; and

     -- The proceeds of liquidation or the value of non-cash
        consideration will be distributed in the same manner as
        any cash consideration portion of a Successful Recovery;
        provided, however, that the amounts payable in respect
        of any non-cash consideration portion will in no event
        exceed $20,000,000.

The Shareholder Stipulation further provides that Plan B will
contain a rights offering of equity securities in Reorganized XO
no less favorable to the Holders of Old Class A Common Stock
Interests than these:

(A) XO will make a rights offering to its creditors and equity
    holders of Non-transferable Rights of no less than
    $50,000,000 to purchase Reorganized XO Common Stock;

(B) Provision will be made to ensure that Non-transferable
    Rights to invest at least $16,666,666 are made available to
    Holders of Old Class A Common Stock Interests on a pro rata
    basis based on the number of shares held, and, in the event
    such amount is not taken up in full on that basis, on a pro
    rata basis based upon subscription request amounts; and

(C) Holders of Old Class A Common Stock Interests and Holders of
    Subordinated Note Claims and Old Preferred Stock Interests
    will have the same opportunity to exercise Non-transferable
    Rights prior to their reversion to Holders of Senior Secured
    Lender Claims, pro rata based on subscription request
    amounts.

Counsel for the plaintiffs in the New York Action intend to
apply to the New York Supreme Court for an award of attorneys'
fees:

(1) if Plan A is consummated, an amount not to exceed 25% of the
    Settlement Fund; or

(2) if Plan B is implemented or an alternative transaction
    occurs,

     (a) an amount not to exceed 25% of the Successful Recovery
         Fund; and

     (b) the opportunity to exercise Nontransferable Rights in
         an amount not to exceed 25% of the Rights Shares; and

(3) reimbursement of expenses and disbursements.

The Debtor believes that the Shareholder Stipulation is a
necessary and substantial step in satisfying all relevant
conditions to close the Investment Agreement.

According to the Debtor, the Shareholder Stipulation is
supported by the banks, the Committee, and the settling Class A
common shareholders.  The Debtor believes that even the
Investors are hardly in a position to object to the settlement
because it provides for full releases from the claims of the
Plaintiff Class. (XO Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


YORK RESEARCH: All Proofs of Claim Due Tomorrow
-----------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, August 15, 2002 is set as the General Proofs of
Claim Bar Date for the creditors of York Research Corporation or
be forever barred from asserting that claim.

The Bar Date shall apply to Claims in both the Voluntary and
Involuntary Case. A claim against York is also a claim against
its predecessors-by-merger, Cogeneration Technologies Inc., and
West Texas Renewable Holdings, Inc.

Proofs of Claims must be filed by persons:

      i. whose claims are not listed on the debtor's schedules;

     ii. whose claims are listed on the Schedules as contingent,
         unliquidated, or disputed;

    iii. who dispute the amount of their claims; and

     iv. who dispute the manner in which their claims are listed
         on the Schedules.

For a proof of claim to be deemed timely, it must be received by
the Clerk of the Bankruptcy Court before 5:00 pm, New York City
time, on August 15, 2002 with a copy serviced to:

               Moses & Singer LLP
               Counsel to the Debtor
               1301 Avenue of the Americas
               New York, New York 10019-6076
               (212) 554-7800
               Attention: Alan Kolod, Esq.
                          Alan E. Gamza, Esq.      

York develops, constructs and operates energy production
facilities, including (i) cogeneration projects that utilize
natural gas as a fuel to produce thermal and electric                   
power and (ii) renewable energy projects primarily converting
wind and solar energy into transmittable electric power. When
the company filed for protection against its creditors, it
listed assets of $119.9 million and debts of $16 million.


ZIFF DAVIS: Bondholders & Banks Approve Financial Workout Plan
--------------------------------------------------------------
Ziff Davis Media Inc., successfully completed its exchange offer
with its bondholders and is now planning to finish the related
documentation and distribute proceeds for its financial
restructuring plan within the next several days.  As of August
9, 2002, holders of 95.1% of the aggregate face amount of its
$250.0 million of 12.0% Senior Subordinated Notes due 2010
formally accepted the terms of its out-of-court financial
restructuring plan. In addition, the Company also announced that
it has reached agreement with holders of 100.0% of the
outstanding loans under its Senior Credit Facility regarding an
amended and restated credit agreement.

"[Mon]day's announcement is great news for Ziff Davis Media as
it represents the culmination of over nine months of hard work
and delivers the 'final-fix' we promised for our long-term debt
issues", said Robert F. Callahan, Chairman and CEO of Ziff Davis
Media.  "Implementing this restructuring plan out-of-court is a
significant and rare feat and puts us back on sound financial
footing to pursue our business plans and grow our company.  The
unwavering support we have received from everyone -- our loyal
customers, employees, lenders and investors -- is a clear sign
of their confidence in the strength and future of this Company
and I want to thank them for their support and assure them of
our steadfast commitment to future growth and profitability,"
said Mr. Callahan.

As a result of the restructuring, the Company will reduce its
outstanding debt by approximately $147.4 million and its cash
debt service requirements over the next several years by over
$30.0 million annually.

Key terms of the financial restructuring plan include:

     -- Holders of Ziff Davis Media's Old Notes who tendered
their bonds in the exchange offer will receive an aggregate of
approximately $21.2 million in cash and $90.3 million in new
Senior Subordinated Notes issued by Ziff Davis Media Inc. They
will also receive an aggregate of approximately $28.5 million of
a new series of preferred stock and warrants for the purchase of
5.2 million shares of common stock of Ziff Davis Holdings Inc.,
the parent company of Ziff Davis Media Inc., in exchange for
their Old Notes.  Interest due to holders of the Old Notes not
tendered in the exchange offer, previously due on July 15, 2002,
will be funded by August 14, 2002.

     -- Willis Stein & Partners III, L.P. and affiliated funds
will have contributed $80.0 million in exchange for a new series
of preferred stock and warrants for the purchase of common stock
of Ziff Davis Holdings Inc.

     -- Ziff Davis Media's amended and restated bank credit
agreement will become effective upon the Company's completion of
its financial restructuring plan.

Callahan continued, "Over the last year, we've been committed to
strengthening both our core operations and balance sheet.  With
a foundation of industry leading tech and game publications in
place, we're solidly profitable and forecasted to grow steadily
in our developing businesses over the next five years.  In
addition, our new debt structure will allow us to generate
meaningful excess cash flow which we plan to invest in and build
our portfolio for the long-term and drive even stronger
results."

Additional details of Ziff Davis Media's financial restructuring
plan are available in the Company's Securities and Exchange
Commission filings and specifically in their Forms 8-K, 10-Q and
10-K filed in recent months.

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


* Meetings, Conferences and Seminars
------------------------------------
August 21-25, 2002
     NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
          Annual Conference
               Cascades Resort
                    Contact: 803-252-5646 or fax 803-765-9860
                         or info@nabt.com

August 26-28, 2002
     NEW YORK UNIVERSITY SCHOOL OF LAW
          Workshop of Bankruptcy and Reorganizations
               Contact: Bobbie Glover 212-998-6414

August 27, 2002
     NATIONAL BUSINESS INSTITUTE
          Advanced Consumer Bankruptcy Issues in Florida
               Radison Mart Plaza Hotel, Miami, Florida
                    Contact: 1-800-930-6182 or fax 715-835-1405
                         or http://www.nbi-sems.com/

September 12-13, 2002
     FARM, RANCH, AGRI-BUSINESS BANKRUPTCY INSTITUTE
          18th Annual Meeting
               Holiday Inn Park Plaza, Lubbock, TX
                    Contact: 806-765-9199

September 12-13, 2002
     ASSOCIATION OF CHAPTER 12 TRUSTEES (ACT2)
          ACT2 Meeting
               Holiday Inn Park Plaza, Lubbock, TX
                    Contact: 806-765-9199

September 12-13, 2002
     STATE BAR OF TEXAS
          Consumer Bankruptcy Course 2002
               San Antonio, TX
                    Contact: 800-204-2222 (x1574)

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

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

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

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

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

October 1-2, 2002
    INTERNATIONAL WOMEN'S INSOLVENCY AND RESTRUCTURING
            CONFEDERATION
          International Fall Meeting
               Hyatt Regency, Chicago, IL
                    Contact: 703-449-1316 or fax 703-802-0207
                         or iwirc@ix.netcom.com

October 2-5, 2002
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Fifth Annual Meeting
               Hyatt Regency, Chicago, IL
                    Contact: http://www.ncbj.org/

October 3, 2002
     INTERNATIONAL INSOLVENCY INSTITUTE
          Member's Meeting (III)
               Chicago IL
                    Contact: http://www.ncbj.org/

October 7-13, 2002
     ASSOCIATION OF BANKRUPTCY JUDICIAL ASSISTANTS
          13th Annual Educational Conference and Meetings
               Regency Plaza Hotel, Mission Valley
                    Contact: 313-234-0400

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

October 24-25, 2002
    NATIONAL BANKRUPTCY CONFERENCE
        Member's Meeting
            Sidley Austin Brown & Wood Offices, Washington D.C.
                Contact: http://www.law.uchicago.edu/NBC/NBC.htm

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

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

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

December 5-7, 2002
    STETSON COLLEGE OF LAW
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort
                    Contact: cle@law.stetson.edu

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

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


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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***