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

             Monday, August 19, 2002, Vol. 6, No. 163     

                          Headlines

ATX COMMS: Commences Trading on OTCBB Effective August 16, 2002
ADELPHIA COMMS: Taps Conway Del Genio as Restructuring Advisor
AIR CANADA: Wins Airbus Support Contract of the National Defense
ALLIANCE PHARMACEUTICAL: Fails to Meet Nasdaq Listing Guidelines
AMERICAN HOMEPATIENT: Asks Court to Fix October 15 Bar Date

AMERICAN HOMEPATIENT: Second Quarter Net Loss Falls $0.2 Million
AMERISTEEL CORP: S&P Affirms BB- Rating Over Proposed Merger
ARCHIBALD: Says DIP Facility Providing Adequate Liquidity
ARMSTRONG HOLDINGS: Wants to Modify Womble's Engagement Terms
ARTHUR ANDERSEN: Texas Public Accountancy Board Revokes License

AVAYA INC: Lenders Okay Amendment to $561MM Credit Facility
BALLANTYNE OF OMAHA: Talks with GE Capital about Curing Default
BAY 101: Files for Chapter 11 Protection in California
BROADWAY TRADING: Secures OK to Tap Torys as Bankruptcy Attorney
BUDGET: Seeks Amendment Reducing Obligations Under Group Leases

BUDGET GROUP: S&P Withdraws D Rating After Bankruptcy Filing
CHAMPION ENTERPRISES: S&P Places BB- Corp. Rating on Watch Neg.
CHINOOK ENERGY: Closes Asset Sale to AITEC Inc.
COLD METAL PRODUCTS: Plans to File for Chapter 11 Protection
COMDIAL CORP: Second Quarter 2002 Net Loss Narrows 29% to $2MM

COMDISCO INC: Wants Court to Estimate Disputed Claims
CONSOLIDATED PROPERTIES: Disposes of More Non-Strategic Assets
COUNCIL TRAVEL: Wants Court to Fix September 3 Admin. Bar Date
CREDIT STORE: Files for Chapter 11 Protection in South Dakota
CREDIT STORE: Case Summary & 20 Largest Unsecured Creditors

DIAMOND ENTERTAINMENT: Auditors Issue Going Concern Report
DIGEX INC: Posts Working Capital Deficit of $33MM at June 30
EMMIS COMMS: May Quarter Net Loss Hikes Up to $165 Million
ENRON: Energy Regulator Initiates Probe into Portland General
FEDERAL-MOGUL: Equity Committee Signs-Up Bell Boyd as Counsel

FLAG TELECOM: Proposes Uniform Voting & Tabulation Procedures
FRANK'S NURSERY: Appoints Alan J. Minker as New Senior VP & CFO
GENEVA STEEL: Hires E-Quant to Testify Before Utility Commission
GENSCI REGENERATION: June 30 Balance Sheet Upside-Down by C$16MM
GLOBAL CROSSING: Proposes IRU Sale & Auction Protocol

HEALTHTRAC: Losses Spur Auditors to Raise Going Concern Doubt
HOLLYWOOD CASINO: Reports Improved EBITDA for Second Quarter
KAISER ALUMINUM: Wants to Tap MCC Realty as Real Estate Broker
KMART: Teachers Retirement Wants Bar Date Extended to August 31
KMART CORP: Lexington Warren Demands Prompt Payment of Lease

KMART CORP: Touts Continued $2.5 Billion-Strong Cash Position
LTV CORP: Copperweld Settles Shelby & Richland Counties' Claims
LAIDLAW INC: Reorganized Enterprise Value Estimated at $2.6BB
LAIDLAW GLOBAL: Has Until September 10 to Meet AMEX Standards
LODGIAN INC: Matrix Demands Prompt Decision on Master Lease Pact

MRS. FIELDS: S&P Further Junks Rating Over Constrained Liquidity
M-TEC CORP: Records Will Be Destroyed A Year After Confirmation
MTI TECHNOLOGY: Commences Trading on Nasdaq SmallCap Market
METROMEDIA: Must Resolve Liquidity Issues to Shun Bankruptcy
NII HOLDINGS: Reports Net Loss of $391MM for Second Quarter 2002

NTL INC: Committee Turns to UBS Warburg for Financial Advice
NATIONAL WINE: S&P Revises Outlook on B+ Corp Rating to Negative
NATIONSRENT INC: D. Clark Ogle Hired as Chief Executive Officer
OSE USA: Equity Deficit Reaches $30 Million at June 30, 2002
PNC COMMERCIAL: Fitch Affirms Junk Rating on Class N P-T Certs.

PHAR-MOR INC: Secures Exclusivity Extension Until October 21
PRODEO TECHNOLOGIES: Commences Chapter 11 Proceeding in Arizona
PRODEO TECHNOLOGIES: Chapter 11 Case Summary & Largest Creditors
RED MOUNTAIN: Fitch Further Junks 1997-1 $4 Mill. Class H Notes
REGAL ENTERTAINMENT: Closes Amendment to Senior Credit Agreement

RESEARCH INC: U.S. Trustee Balks at Divine Scherzer's Fees
SOS STAFFING: Nasdaq Okays Listing Transfer to SmallCap Market
SIRIUS SATELLITE: Denies Reports of Possible Bankruptcy Filing
SIX FLAGS: S&P Revises Outlook to Negative Over Weak Performance
SYNSORB BIOTECH: Nasdaq Knocks Off Common Shares from Market

TELEGLOBE INC: Pursuing Talks to Sell Core Voice & Data Assets
TERION INC: Florida Court Confirms Plan of Reorganization
TRANSACTION SYSTEMS: Violates Nasdaq's Continued Listing Rules
UAL CORP: S&P Junks Corp. Credit Rating After Bankruptcy Warning
UNITED AIRLINES: Assuring Customers Bankruptcy Won't Be the End

US AIRWAYS: Brings-In Skadden Arps for Restructuring Advice
US AIRWAYS: Nixes Service to Just One City -- Saginaw, Michigan
VENTAS INC: Board Declares Quarterly Dividend Payable on Sept. 6
W.R. GRACE: Sealed Air Will Appeal Court Ruling on September 30
WORLDCOM INC: Retaining Patton Boggs as Public Policy Counsel

WORLDCOM INC: Wants to Retain Piper Rudnick as Special Counsel
WORLDCOM: Ex-Employees Welcome Career Opportunity at Cucumber
ZAP: Records $4 Mill. Extraordinary Gain After Implementing Plan

* BOND PRICING: For the week of August 19 - August 23, 2002

                          *********

ATX COMMS: Commences Trading on OTCBB Effective August 16, 2002
---------------------------------------------------------------
ATX Communications, Inc., a leading integrated communications
provider, has received notification from the Nasdaq Listing
Qualifications Panel that it had denied ATX's request for
continued listing on the Nasdaq National Market and that its
common stock was delisted at the opening of business on August
16, 2002.

ATX's common stock was eligible to trade on the OTC Bulletin
Board (OTCBB), and began trading on the OTCBB on August 16, 2002
under the symbol COMM.

"This decision will not affect any aspect of the day-to-day
operations of our Company and does not change our strategic
focus," stated Thomas Gravina, President and Chief Executive
Officer of the Company. "We continue to execute aggressively
against our plan to take market share away from the incumbent
operators by offering our customers a compelling integrated
communications solution while also delivering superior customer
service. We look forward to executing our business plan, and,
eventually perhaps, to a market environment that will have
greater appreciation for the successful companies in the
telecommunications sector."

CoreComm Limited (the predecessor of the Company) had previously
announced that it had received notice of a Nasdaq Staff
Determination on May 16, 2002, indicating that its common stock
was subject to delisting from the Nasdaq National Market because
CoreComm Limited did not comply with the minimum bid price and
the minimum market value of publicly held shares requirements
for continued listing (Marketplace Rule 4450(b)(4) and Rule
4450(b)(3), respectively). In connection with the second and
final phase of the Company's recapitalization, Nasdaq agreed to
treat ATX as a successor to CoreComm Limited and as a result, on
July 2, 2002 Nasdaq transferred CoreComm Limited's listing on
the Nasdaq National Market to ATX. The Company's listing status
was addressed at a hearing before the Nasdaq Listing
Qualifications Panel on June 28, 2002 and on August 15, 2002,
the Panel issued its decision to delist ATX's common stock. The
Company is considering requesting a review of this decision by
the Nasdaq Listing and Hearing Review Council.

The OTCBB is a regulated quotation service that displays real-
time quotes, last sale prices and volume information in over-
the-counter equity securities. OTCBB securities are traded by a
community of registered market makers that enter quotes and
trade reports through a computer network. Information regarding
the OTCBB, including stock quotes, can be found at
http://www.otcbb.com Investors should contact their broker for  
further information about executing trades in ATX's common stock
on the OTCBB.

Founded in 1985, ATX Communications, Inc., is a facilities-based
integrated communications provider offering local exchange
carrier and inter-exchange carrier telephone, Internet, e-
business, high-speed data, and wireless services to business and
residential customers in targeted markets throughout the Mid-
Atlantic and Midwest regions of the United States. ATX currently
serves approximately 400,000 business and residential customers.
For more information about ATX, please visit http://www.atx.com


ADELPHIA COMMS: Taps Conway Del Genio as Restructuring Advisor
--------------------------------------------------------------
Adelphia Communications sought and obtained Court approval for
the continued employment of Conway Del Genio Gries & Co. LLC,
effective as of the Petition Date, to provide restructuring
advisory services under the terms of an engagement letter, dated
as of May 21, 2002.  Conway will provide for the placement of a
Chief Restructuring Officer and interim Chief Operating Officer,
Vice President of Restructuring, and Assistant Treasurers as
well as certain support staff.

The Debtors asked Conway to make Ronald Stengel, Conway's Senior
Managing Director, available to serve as the ACOM Debtors' Chief
Restructuring Officer and interim Chief Operating Officer
subsequent to the bankruptcy filing.  Conway consented to this
request.  Conway's Engagement Letter also provides that other
Conway Employees would be placed with the ACOM Debtors upon the
parties' mutual agreement.  The parties have identified five
Conway Employees, whom Conway will make available to serve the
ACOM Debtors during these reorganization cases; Brian Fox, David
Bonington and David Indelicato and two support staff.  Mr. Fox
is to become Vice President of Restructuring and Messrs.
Bonington and Indelicato are to become Assistant Treasurers of
the ACOM Debtors.

The Debtors expect that Conway will render, among others, these
services:

A. make Ronald F. Stengel available to serve as Chief
   Restructuring Officer and interim Chief Operating Officer of
   the Debtors;

B. make Brian Fox available to serve as Vice President of
   Restructuring for the Debtors;

C. make David Bonington and David Indelicato available to serve
   as Assistant Treasurers for the Debtors;

D. provide certain members of Conway as support staff to Messrs.
   Stengel, Fox, Bonington and Indelicato;

E. assist in the expedited development of an operating business
   plan to be used in managing the Debtors for the current year;

F. recommend and implement, as authorized by the Debtors, cost
   savings consistent with the business plan;

G. assist in overseeing financ ial performance in conformity
   with the Debtors' business plan;

H. assist with the preparation of regular reports required by
   the Bankruptcy Court as well as assisting in areas including
   testimony before the Bankruptcy Court on matters that are
   within Conway's area of expertise;

I. assist with financing issues in conjunction with a plan of
   reorganization and support the efforts of the Debtors'
   investment bankers (and other professionals) as needed;

J. assist in developing the Debtors' plan of reorganization; and

K. assist with other matters as may be mutually agreed upon with
   the Debtors that fall within Conway's expertise.

ACOM agrees to pay Conway:

A. a $300,000 monthly fee, payable in advance; and

B. reimbursement of all reasonable out-of-pocket expenses
   (including travel, telephone, facsimile, courier and copy
   expenses), payable in arrears.

If there are changes in the scope of the engagement or if the
Debtors and Conway mutually agree that Conway should place
additional staff members other than the six people identified,
Conway may seek an adjustment in the Monthly Fee.  Upon approval
of the Engagement Letter, the Debtors have committed to name Mr.
Stengel as an insured on its Directors and Officers insurance
policies and on the employment practices rider to that policy.

The Debtors note that the compensation to Conway is
straightforward and economical.  Unlike many compensation
packages for financial advisory or crisis management firms, Mr.
Fisher notes that the Engagement Letter contains no bonus
incentives, complex success fees or other fees that are based on
Conway's achievement of certain financial or performance
benchmarks.  Conway is only entitled to the Monthly Fee and
reimbursement of reasonable expenses and the Conway Employees
are not entitled to any compensation from the Debtors. The
Conway Employees will continue to draw their salary and receive
health and other personal benefits from Conway, thus relieving
the Debtors from any payroll expense. (Adelphia Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 10.500% bonds
due 2004 (ADEL04USR1) are trading between 44 and 46. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL04USR1
for real-time bond pricing.  


AIR CANADA: Wins Airbus Support Contract of the National Defense
----------------------------------------------------------------
The Honourable John McCallum, Minister of National Defense,
announced a $101.7 million contract awarded to Air Canada
Technical Services. The support contract will provide continued
maintenance and support for five Canadian Forces Airbus A310
aircraft.

This is an all-inclusive program that addresses the support
requirements for the A310, including maintenance, engineering
and material management. Heavy maintenance will be carried out
in Vancouver, component maintenance in Montreal, and line
maintenance at Canadian Forces Base Trenton.

"I am pleased to announce that by continuing our long-standing
relationship with Air Canada, we will be supporting jobs in
Canada," said Minister McCallum. "This contract will ensure that
our A310 maintenance meets exacting standards."

The five-year contract includes options for five additional one-
year periods. The original contractor, Canadian Airlines
Corporation, was acquired by Air Canada and had been providing
maintenance support to the Airbus A310 since 1992.

The funding for this initiative is provided for in the December
2001 federal budget and is therefore built into the existing
fiscal framework.

                       *   *   *

As reported in the December 4, 2001, edition of Troubled Company
Reporter, Standard & Poor's downgraded its senior unsecured debt
rating for Air Canada to 'B' from 'B+', reflecting reduced asset
protection for unsecured creditors and application of revised
criteria for "notching" down of such debt ratings based on the
proportion of secured debt in a company's capital structure.

According to the report, the rating actions did not indicate a
changed estimate of default risk, but rather poorer prospects
for recovery on senior unsecured obligations if the affected
airline were to become insolvent.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AIRC11CAN1) are trading between the prices 72 and 74. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for more real-time bond pricing.    


ALLIANCE PHARMACEUTICAL: Fails to Meet Nasdaq Listing Guidelines
----------------------------------------------------------------
Alliance Pharmaceutical Corp., (Nasdaq: ALLP) is focusing its
efforts on addressing three immediate issues -- improving its
financial position, marketing its Imagent(R) (perflexane lipid
microspheres) ultrasound contrast agent, and resumption of
clinical studies with Oxygent(TM) (perflubron emulsion), an
intravascular oxygen carrier.  The Company has a partnership
with Cardinal Health, Inc., for the marketing of Imagent, and
Oxygent is being developed by Alliance in the United States,
Canada, and Europe in conjunction with Baxter Healthcare
Corporation.

As reported on May 15, 2002 in the Form 10-Q the Company filed
with the SEC for the quarterly period ended March 31, 2002,
Alliance anticipated that its capital resources, expected
milestone payments by Baxter, and expected revenue from
investments would be adequate to satisfy its capital
requirements through at least fiscal 2002 (June 30, 2002).  
Although the Company has received some funding subsequent to the
end of the fiscal year, has substantially reduced its
expenditures, and senior management's current salaries have been
reduced by 25%, additional financing is required.

Under the terms of the Oxygent agreement, Baxter has an
obligation to pay approximately $15 million to Alliance as
certain development milestones are met in order for Baxter to
maintain its rights to the product.  These milestones include
the achievement of specified events related to the conduct of a
new pivotal Phase 3 clinical study for Oxygent in Europe.  
Alliance has received initial approval to proceed with the study
from European authorities and clinical sites.  Enrollment of
patients in the study is dependent upon funding in addition to
Baxter's milestone payments.

Alliance has been working with Cardinal Health and inChord
Communications Inc. to begin marketing activities for Imagent.  
Efforts are underway to introduce the product to the medical
community, and sales revenue is expected to accrue in the second
quarter of this fiscal year.

As a result of the Company's balance sheet as reported on the
March 31, 2002 Form 10-Q, Alliance has received a Nasdaq Staff
Determination indicating that the Company has failed to comply
with the net tangible assets and stockholders equity
requirements for continued listing set forth in Marketplace Rule
4450 (a)(3), and that its securities are, therefore, subject to
delisting from the Nasdaq National Market.  The Company has
appealed the Nasdaq Staff Determination and requested a hearing
before a Nasdaq Listing Qualifications Panel, which will be
scheduled within 45 days of the Company's appeal, to present its
plan to meet the minimum requirements for listing on Nasdaq.  
This plan may include, among other options, the restructuring of
debt, a royalty license agreement or other investment associated
with future Imagent revenue streams, as well as the possible
licensing of Oxygent in areas of the world not covered by the
Baxter agreement.

Alliance Pharmaceutical Corp., is developing therapeutic and
diagnostic products based on its perfluorochemical and
surfactant technologies. Alliance's products are intended
primarily for use during acute care situations, including
surgical, cardiology, and respiratory applications. Additional
information about the Company is available on Alliance's Web
site at http://www.allp.com


AMERICAN HOMEPATIENT: Asks Court to Fix October 15 Bar Date
-----------------------------------------------------------
American Homepatient, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Middle District of Tennessee to
fix October 15, 2002, as the deadlines for creditors to file
proofs of claim or be forever barred from asserting that claim.

The Debtors relate that their Proposed Chapter 11 Plan provides
for a 100% distribution to creditors and the Company believes
the Plan can be confirmed without delay.  Nevertheless, the
Debtors must determine the amount and magnitude of all
prepetition claims against their estates.

The Debtors propose that each person or entity asserting a
prepetition claim must file their proofs of claim on or before
October 15, 2002 and that the Government must file its claims on
or before January 28, 2003.

All claims must be filed with the Debtors' counsel at Harwell
Howard Hyne Gabbert & Manner, PC, Attn: AHP Claims Processing
and a copy must be simultaneously served on the Debtors.

Creditors are not required to file proofs of claim on account of
Claims:

     a) listed on the Debtors' schedules of liabilities that are
        not described as "disputed," "contingent," or
        "unliquidated";

     b) previously allowed by the Court;

     c) arising from the rejection of an executory contract or
        unexpired lease;

     d) allowable as an administrative expense of the Debtors'
        Chapter 11 cases;

     e) against one Debtor by another; and

     f) based solely on an equity interest in any of the
        Debtors.

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.


AMERICAN HOMEPATIENT: Second Quarter Net Loss Falls $0.2 Million
----------------------------------------------------------------
American HomePatient, Inc., (OTC: AHOM) reported its financial
results for the second quarter and six months ended June 30,
2002. Earnings before interest, taxes, depreciation, and
amortization (EBITDA) for the second quarter of 2002 was $11.2
million compared to $12.4 million for the second quarter of
2001. Excluding a one-time gain associated with the sale of
assets and the cumulative effect of a change in accounting
principle recorded in the first quarter of 2002, EBITDA for the
first six months of 2002 was $22.6 million compared to EBITDA of
$24.5 million for the same period of 2001.

The Company reported a net loss of $0.2 million for the second
quarter of 2002 compared to a net loss of $2.1 million for the
same quarter of 2001. Excluding the one-time gain on the sale of
assets and the cumulative effect of a change in accounting
principle, the Company reported break-even net income for the
first six months of 2002 compared to a net loss of $8.7 million
for the same six month period of 2001. This improvement is
primarily the result of lower depreciation expense, lower
amortization expense, and lower interest expense in the first
quarter ended March 31, 2002, offset by a reduction in revenues
and related margin as a result of centers which were sold during
2001 and the first quarter of 2002.

During the first quarter of 2002, the Company sold the assets of
one of its infusion businesses resulting in a one-time gain of
$0.7 million and recorded a non-cash charge of $68.5 million for
a required change in accounting principle related to goodwill
associated with the adoption of SFAS No. 142. Including the gain
on the sale of assets and after the cumulative effect of a
change in accounting principle, the Company reported a net loss
of $67.6 million for the first quarter of the current year.

Revenues for the second quarter of 2002 were $80.3 million, down
from $89.8 million reported for the same three-month period of
2001. For the first six months of 2002, revenues were $161.6
million, down from $180.9 million for the same six-month period
of 2001. During 2001, the Company sold the assets of three
infusion centers, two respiratory and home medical equipment
centers, and all of its rehabilitation centers, in addition to
the sale of the assets of one infusion center during the first
quarter of 2002. As a result of these asset sales, revenues were
negatively impacted by approximately $10.8 million in the second
quarter of 2002 and by $20.5 million in the six months ended
June 30, 2002.

The Company's EBITDA margin showed improvement in the second
quarter and first six months of 2002 compared to the same
periods of 2001, primarily as a result of the sale of certain
centers, which had relatively low EBITDA margins. EBITDA margin
for the second quarter of 2002 was 13.9% of revenues compared to
13.8% for the second quarter of 2001. Excluding the one-time
gain associated with the sale of assets in the first quarter of
2002, EBITDA margin for the six months ended June 30, 2002 was
14.0% of revenues compared to 13.5% for the same six month
period of 2001. Overall, operating expenses decreased in the
current year compared to the prior year, due primarily to the
sale of certain centers during 2001 and the first quarter of
2002. As a percentage of revenues, bad debt expense for the
second quarter of 2002 was 3.4%, down from 3.7% for the same
period of 2001. For the six months, bad debt expense was 4.2%
for 2002 compared to 4.0% for 2001.

At June 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $53 million.

As previously disclosed, the Company filed voluntary petitions
for reorganization under Chapter 11 of the United States
Bankruptcy Code in order to restructure its bank debt. The
petitions were filed on July 31, 2002 in the U.S. Bankruptcy
Court for the Middle District of Tennessee. The Company is
proposing a "100-percent plan," meaning that creditors and
vendors will be paid all that they are owed, either immediately
or over time with interest. Under the proposed plan, company
shareholders will retain their equity, and no layoffs are
expected as a result of the filing. This action should have no
impact on the Company's existing joint ventures with unrelated
parties.

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

American HomePatient is one of the nation's largest home health
care providers with 286 centers located across the United
States. Its product and service offerings include respiratory
services, infusion therapy, parenteral and enteral nutrition,
and medical equipment for patients in their home. American
HomePatient's common stock is currently traded over-the-counter
under the symbol AHOM.


AMERISTEEL CORP: S&P Affirms BB- Rating Over Proposed Merger
------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its double-'B'-
minus corporate credit rating on AmeriSteel Corp., following the
announcement that it will combine its operations with Canadian
steel maker Co-Steel Inc. The outlook remains negative.

AmeriSteel is based in Tampa, Florida. The company has
approximately $223 million in debt, primarily bank debt.

AmeriSteel, which is 87%-owned by Gerdau S.A., of Brazil, will
be sold to Co-Steel, which will concurrently be acquired by
Gerdau. Co-Steel will issue approximately 146.5 million shares
to Gerdau in order to acquire AmeriSteel. The new company will
be named Gerdau AmeriSteel Corp.

"Gerdau AmeriSteel will become the second-largest minimill
company in North America with a significant amount of its
production in downstream and specialty products, which should
improve profit margins and provide earnings stability", said
Standard & Poor's credit analyst Eugene Williams. Profit margin
improvements are expected to occur through the Gerdau Courtice
Steel mill and the Gerdau MRM Steel mill, both of which are high
margin and were owned by Gerdau. "However," Mr. Williams added,
"Standard & Poor's remains concerned about the effect its parent
company's growth strategy will have on the company's financial
and business position".

Standard & Poor's said that its rating on AmeriSteel reflects
the company's fair business position as a producer in the highly
competitive, commodity carbon steel reinforcing bar, structural
shapes, and merchant bar markets.


ARCHIBALD: Says DIP Facility Providing Adequate Liquidity
---------------------------------------------------------
Archibald Candy Corporation and its subsidiaries are
manufacturers and retailers of boxed chocolates and other
confectionery items. The Company sells its Fannie May, Fanny
Farmer and Laura Secord candies in over 440 Company-operated
stores and in approximately 9,300 third-party retail outlets as
well as through quantity order, mail order and fundraising
programs in the United States and Canada. The Company is a
wholly owned subsidiary of Fannie May Holdings, Inc.

On June 12, 2002, Archibald and Holdings filed petitions in the
United States Bankruptcy Court for the District of Delaware to
commence a consolidated voluntary bankruptcy proceeding under
Chapter 11 of the United States Bankruptcy Code. Archibald and
Holdings also have filed a Joint Plan of Reorganization, with
respect to which holders of approximately 83% in aggregate
principal amount of Archibald's 101/4% senior secured notes have
executed lock-up agreements agreeing to vote in favor of the
Archibald Plan. The Archibald Plan, which is subject to the
approval of the Bankruptcy Court, contemplates a significant
deleveraging of Archibald's balance sheet and the elimination of
approximately $17.5 million in annual interest payments. The
Archibald Plan will require, among other things, the requisite
votes under the Bankruptcy Code and must satisfy the
requirements set forth in Section 1129 of the Bankruptcy Code.
During the Chapter 11 proceedings, the Company does not
currently expect any significant impact on its employees,
customers or suppliers. Archibald Candy (Canada) Corporation,
the wholly-owned subsidiary of Archibald that operates its Laura
Secord business, has not filed a bankruptcy proceeding.

In connection with the Archibald bankruptcy proceeding,
Archibald has entered into a Post-Petition Loan and Security
Agreement and Guaranty dated June 12, 2002 with Foothill Capital
Corporation, as Arranger and Administrative Agent, the lenders
party thereto and Holdings and Archibald Candy (Canada)
Corporation as Guarantors. Pursuant to the Archibald DIP Credit
Facility, the lenders have agreed to make available to Archibald
$45.0 million term loan and revolving credit facility. The
proceeds of the Archibald DIP Credit Facility were used, in
part, to pay-off the indebtedness outstanding under Archibald's
revolving credit facility with The CIT Group/Business Credit,
Inc., and are being used to fund Archibald's working capital and
capital expenditure needs during the bankruptcy proceedings.

Archibald and Holdings will continue to manage their properties
and operate their business in accordance with the applicable
provisions of the Bankruptcy Code. The proceeding has been
designated as case number 02-11719.

Archibald's management has assessed the liquidity position of
Archibald and Archibald Candy (Canada) Corporation in light of
the Archibald and Holdings bankruptcy proceedings and the funds
available under the Archibald DIP Credit Facility and believes
that Archibald and Archibald Candy (Canada) Corporation will be
able to fund their post-petition obligations until the Archibald
Plan is confirmed.

      NINE MONTHS ENDED MAY 25, 2002 COMPARED TO THE NINE
                MONTHS ENDED MAY 26, 2001  

Consolidated sales for the nine months ended May 25, 2002 were
$160.9 million, a decrease of $52.0 million from $212.9 million
for the nine months ended May 26, 2001. The bankruptcy filing
and subsequent deconsolidation of the Company's Sweet Factory
subsidiaries accounted for $38.8 million of the decline.
Company-operated retail sales, excluding Sweet Factory, for the
nine months ended May 25, 2002 were $113.6 million a decrease of
$7.0 million, or 5.8% from $120.6 million for the nine months
ended May 26, 2001. Same store sales decreased 3.3% for Fannie
May/Fanny Farmer and 4.5% (1.1% decrease in Canadian Dollars)
for Laura Secord, primarily due to a weak retail environment. In
addition, the Company had 14 fewer stores as of May 25, 2002 as
compared to May 26, 2001. Sales through the Company's third-
party retail outlets and non-retail distribution channels
decreased $6.2 million to $38.4 million for the nine months
ended May 25, 2002, from $44.6 million for the nine months ended
May 26, 2001. The decrease was primarily due to lower
fundraising sales and an offered promotion to the Company's card
and gift business customers, which was not repeated during the
current year.

Gross profit for the nine months ended May 25, 2002 was $94.4
million, a decrease of $28.8 million from $123.2 million for the
nine months ended May 26, 2001. Gross profit, excluding Sweet
Factory and $4.5 million in the prior year associated with costs
related to the manufacturing start-up of the Laura Secord
products beginning in September 2000 and the closing of
unprofitable Sweet Factory stores, for the nine months ended May
25, 2002 was $88.8 million, a decrease of $8.9 million or 9.1%,
from $97.7 million. The decrease in gross profit dollars was
primarily due to lower sales.

Selling, General & Administrative expenses were $78.1 million
for the nine months ended May 25, 2002, a decrease of $22.7
million from $100.8 million for the nine months ended May 26,
2001. SG&A expenses, excluding Sweet Factory, were $69.9 million
for the nine months ended May 25, 2002, an increase of $0.5
million, or 1.0%, from $69.4 million for the nine months ended
May 26, 2001. The increase was primarily due to higher
healthcare costs.

Restructuring expense of $1.3 million for the three months ended
May 25, 2002 related to professional fees associated with the
restructuring of the Company's  balance sheet.  Restructuring
expense of $8.1 million for the three months ended May 26, 2001
relates to the closing of unprofitable Sweet Factory stores.

Included in other expenses is a charge of $2.3 million
associated with the net write-off (for financial reporting
purposes) due to the Sweet Factory bankruptcy of a $19.4 million
receivable due from the Sweet Factory subsidiaries, after first
offsetting $17.1 million of that write-off against the Company's
negative investment balance in Sweet Factory Group, Inc.

Earnings before interest, income taxes, depreciation, and
amortization (EBITDA), was $12.3 million for the nine months
ended May 25, 2002 as compared to $13.8 million for the nine
months ended May 26, 2001. EBITDA, excluding the effect of
deconsolidation of Sweet Factory of $2.3 million, the Sweet
Factory EBITDA loss of $2.7 million and restructuring expense of
$1.3 million, was $18.7 million for the nine months ended May
25, 2002, as compared to $27.9 million for the nine months ended
May 26, 2001, excluding restructuring expense of $8.1 million,
manufacturing start-up costs and the closing of unprofitable
Sweet Factory stores of $4.5 million and the Sweet Factory
EBITDA loss of $1.4 million. This decrease is primarily due to
lower sales.

Operating income was $4.9 million for the nine months ended May
25, 2002, an increase of $4.4 million from income of $0.5
million for the nine months ended May 26, 2001. Operating income
was $9.4 million for the nine months ended May 25, 2002,
excluding Sweet Factory and restructuring expense which is a
decrease of $8.8 million from operating income of $18.2 million
for the nine months ended May 26, 2001, excluding restructuring
expense, manufacturing start-up costs and Sweet Factory. The
decrease was primarily due to the decline in sales and increase
in healthcare costs described above.

Net loss for the nine months ended May 25, 2002 was $11.1
million, a decrease of $3.0 million from net income of $14.1
million for the nine months ended May 26, 2001. The net loss for
the nine months ended May 25, 2002 includes the effect of the
deconsolidation of Sweet Factory of $2.3 million.  

Archibald has not made the approximately $8.7 million interest
payment that was due on January 2, 2002 on its outstanding $170
million of 10-1/4% senior secured notes due 2004, however,
holders of approximately 83% in aggregate principal amount of
such notes have executed lock-up agreements agreeing to vote in
favor of the joint plan or reorganization that Archibald and
Holdings have filed in connection with the Archibald bankruptcy.
The Senior Notes have been classified as current on Archibald's
balance sheet.


ARMSTRONG HOLDINGS: Wants to Modify Womble's Engagement Terms
-------------------------------------------------------------
Nitram Liquidators, Armstrong World Industries, and Desseaux
Corporation of North America want to modify the terms of Womble
Carlyle Sandridge & Rice PLLC's employment to include tort and
breach of contract claims that they may assert against E.F.P.
St. Johann and its affiliates.

Rebecca L. Booth, Esq., at Richards Layton & Finger, relates
that the Debtors and EFP are parties to a 1999 Supply Agreement
wherein EFP agreed to provide AWI with certain glueless laminate
products.  AWI terminated that agreement because of EFP's
inability to supply products that did not infringe the patents
of third parties.  Ms. Booth asserts that AWI is entitled to
compensation from EFP for direct costs, significant business
interruption, and lost profits that AWI has incurred as a result
of EFP' failure to perform under the supply agreement.  If these
claims cannot be resolved by the agreement of the parties, Ms.
Booth says, these claims will most likely be resolved in a
binding arbitration proceeding before the International Chamber
of Commerce.

Under the 2001 Womble Employment Order, Judge Newsome authorized
Womble Carlyle's compensation at hourly rates equal to 90% of
its customary hourly rates for partners, associates and
paraprofessionals, and 85% of its customary hourly rate for Mark
N. Poovey.

For work performed by Womble Carlyle with respect to the EFP
claims, AWI seeks to compensate Womble Carlyle under a
contingency-fee-based structure.  Beginning July 1, 2002, for
services incurred in pursuit of the EFP claims, or in defending
counterclaims related to the 1999 agreement, Womble Carlyle will
bill the Debtors at an hourly rate equal to 50% of the hourly
rates charged to the Debtors for all other matters.

Additionally, Womble Carlyle will not bill AWI more than
$100,000 in fees for pursuing the EFP claims in 2002, and
$150,000 for pursuing the EFP claims in 2003.  Any fees over
$100,000 from 2002 will be billed in January 2003, and any fees
over $150,000 from 2003 -- including fees from 2002 -- will be
billed in January 2004.

In consideration for Womble Carlyle's charging only half of its
usual hourly rate and deferring excess fees in 2002 and 2003,
AWI will remit to Womble Carlyle 25% of any net settlement or
arbitration award over $250,000 received by the Debtors in
connection with the EFP claims. Net settlement or award is
defined as the total present value of any recovery by AWI, less
any setoffs or counter-recovery obtained by EFP or its
affiliates against AWI relating to AWI's cancellation of the
1999 Supply Agreement.  Womble Carlyle will continue to seek
reimbursement for 100% of reasonable and necessary expenses on a
monthly basis, including arbitration fees and expert fees,
incurred in connection with the EFP claims.

In the event that AWI does not prevail on the EFP claims, or the
net proceeds received by the Debtors on account of the EFP
claims are less than $250,000, the Debtors will only have to pay
Womble Carlyle half of what they otherwise would have been
charged.  In the event the Debtors receive over $250,000 due to
a positive outcome on account of the EFP claims, the Debtors
will only have to pay 25% of the net proceeds in excess of
$250,000 to Womble Carlyle in addition to the 50% of the
fees.  The Debtors believe that this compensation structure is
reasonable and appropriate for services of this nature.
(Armstrong Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

DebtTraders reports that Armstrong Holdings Inc.'s 9.000% bonds
due 2004 (ACK04USR1) are quoted between 58.5 and 60. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for  
real-time bond pricing.  


ARTHUR ANDERSEN: Texas Public Accountancy Board Revokes License
---------------------------------------------------------------
At a special meeting on August 16, 2002, the Texas State Board
of Public Accountancy revoked Arthur Andersen LLP's license to
practice public accountancy in the State of Texas.

The revocation was presented to the Board in the form of an
agreed consent order, which cited the firm's jury conviction on
felony obstruction of justice charges in June 2002 as the ground
for discipline.

"The revocation of Andersen's license is the severest sanction
available under the Public Accountancy Act for the firm," said
K. Michael Conaway, the Board's presiding officer. "Although it
is tragic that a firm with Andersen's proud history in Texas
should be brought so low, the firm's actions in the Enron case
clearly warrant this result."

The Board's order also resolves all of the Board's claims
concerning the firm's work for Enron, Inc. On May 23, 2002, in a
notice of hearing filed with the State Office of Administrative
Hearings, the Board charged that Andersen had failed to follow
generally accepted auditing standards and generally accepted
accounting principles in attest work it performed for Enron
between 1997 and 2002. Enron's financial statements for those
years were materially misstated, in part because the company
used certain "special purpose entities" to record debt that
should have been booked to Enron's financial statements. The
Board also alleged that Andersen lacked objectivity, integrity,
and independence in the performance of these services. Andersen
denied the charges.

The Board opened its investigation in November 2001 after Enron
announced it would restate its financial statements. The firm's
work for the Houston based energy company then quickly became
the focus of intense media and public scrutiny. Enron and its
accounting practices were the subject of more than 30
Congressional hearings and investigations by the SEC and other
government agencies.

The SEC has been investigating Enron's accounting practices,
including the use of the special purpose entities, since October
17, 2001. In the Fall of 2001, Andersen was aware of the
accounting treatment given several issues material to Enron's
financial statements and of the controversial nature of many of
these treatments.

In October 2001 after learning of the SEC's inquiry into Enron's
accounting practices, Andersen began destroying records of its
work for Enron. This destruction occurred with the knowledge and
at the instruction of the main office of the firm.


AVAYA INC: Lenders Okay Amendment to $561MM Credit Facility
-----------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks for businesses, received consents from
the lenders in  its bank group to amend an existing five-year,
$561 million credit facility, as disclosed in its Form 10-Q
filing with the Securities & Exchange Commission on August 14,
2002.  The amendments are subject to the execution of definitive
documentation, which the company expects to complete within the
next several days.

The company said it also decided not to renew a 364-day, $264
million credit facility that expires at the end of August.

The $561 million facility is available to the company for
general corporate purposes.  Avaya said it believes the facility
is adequate for current capital needs.

The amended facility requires the company to maintain a new
ratio of consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA) to interest expense, as
well as a new minimum EBITDA.  For the company's current fiscal
quarter, the amended facility provides that the company must
maintain a ratio of consolidated EBITDA to interest expense of
1.7 to 1 for the four quarters ending September 30, 2002, and
consolidated EBITDA of $70 million for the three quarters ending
September 30, 2002.

"The support we have received from our lenders through the
amended credit facility will help us implement the aggressive
actions we're taking to maintain Avaya's financial health as our
industry continues to face constrained customer spending," said
Garry McGuire, chief financial officer, Avaya.  "The new
commitments give us, along with our own cash resources, access
to a total of approximately $1 billion.   We intend to move
forward with our objective to return to profitability and
enhance liquidity by reducing expenses and improving working
capital."

Avaya noted it is permitted to exclude from the calculation of
consolidated EBITDA a total of $166 million of business
restructuring charges and related expenses to be taken no later
than the third fiscal quarter of 2003.  As a result, the company
can exclude from the definition of EBITDA the $150 million
business restructuring charge it announced in July plus
$15 million of period costs related to prior restructuring
initiatives. The amended facility requires mandatory reductions
of the $561 million of commitments beginning in December 2003.  
In certain circumstances, the proceeds from debt financings,
certain asset sales and repurchases of certain existing debt
also must be used to reduce the facilities.
    
Avaya Inc., designs, builds and manages communications networks
for more than one million businesses around the world, including
90 percent of the Fortune 500(R).  A world leader in secure and
reliable Internet Protocol (IP) telephony systems,
communications software applications and services, Avaya is
driving the convergence of voice and data applications across IT
networks, enabling businesses large and small to leverage
existing and new networks to enhance value, improve productivity
and gain competitive advantage.  For more information visit the
Avaya Web site: http://www.avaya.com


BALLANTYNE OF OMAHA: Talks with GE Capital about Curing Default
---------------------------------------------------------------
Ballantyne of Omaha, Inc. (OTCBB:BTNE), a leading manufacturer
of motion picture projection and specialty lighting equipment,
reported financial results for the three-and six-month periods
ended June 30, 2002.

Net revenue for the three months ended June 30, 2002 was $8.1
million, compared to $10.7 million in the second quarter of
2001. Gross profit in the quarter rose 9.3% to $1.2 million due
to lower manufacturing costs, compared to gross profit of $1.1
million in the year-ago period. The Company reported a narrower
net loss of $0.8 million, in the second quarter of 2002,
compared to a net loss of $0.9 million in the year-ago second
quarter. As previously disclosed, the Company's 2002 second
quarter net loss includes an approximate $450,000 charge related
to a bad debt associated with one of its equipment distributors,
Media Technology Source of Minnesota, LLC, which filed for
Chapter 7 bankruptcy protection on June 25, 2002. The 2002
second quarter net loss also reflects the January 1, 2002
adoption of Statement of Financial Accounting Standards (SFAS)
No. 142, "Goodwill and Other Intangible Assets," which
eliminates the amortization expense for goodwill. Had SFAS No.
142 been in effect during 2001, the Company would have reported
a net loss of $0.9 million in the 2001 second quarter. Per share
results are based on a weighted average number of shares
outstanding of 12,568,302 and 12,512,672 for the second quarters
of 2002 and 2001, respectively.

John P. Wilmers, President and Chief Executive Officer of
Ballantyne, commented, "While the theater exhibition industry is
slowly recovering from a severe downturn, there are still
liquidity problems in the industry, both for exhibitors and the
independent dealers who resell our products to them. We are
enhancing internal controls and instituting more stringent new
product shipment terms to limit the Company's future exposure in
this area. Additionally, we continue to build our cash position
and ended this period with approximately $3.4 million, a 59%
increase from the level reported at March 31, 2002."

For the six month period ended June 30, 2002, the Company
reported revenue of $18.3 million, compared to $22.5 million in
the year-ago period. Reflecting the reserve for bad debt, net
loss for the first six months of 2002 was $1.0 million, compared
to $1.4 million in the first six months of 2001. Had SFAS No.
142 been in effect during 2001, the Company would have reported
a net loss of $1.3 million in the first six months of 2001. Per
share results are based on a weighted average number of shares
outstanding of 12,567,197 and 12,512,672 for the first six
months of 2002 and 2001, respectively.

During July 2002, the Company notified GE Capital that it was in
technical default under the credit facility for failing to
maintain the required fixed charge coverage ratio. Upon the
occurrence of the default, and based on the terms of the credit
facility, the interest rates were automatically increased by two
percentage points. As of August 14, 2002, the Company had not
obtained a waiver of the default; however, GE Capital had not
exercised its rights under the credit facility agreement that
include, but are not limited to, making a demand for repayment
of all outstanding amounts. The Company and GE Capital are
currently discussing alternatives as to how the default could be
cured. The Company could be subject to a prepayment fee that
could be as high as $142,000 if the outstanding amounts are
repaid prior to the original expiration date of the credit
facility. As of June 30, 2002, the Company had no borrowings
under the revolving credit facility and approximately $1.6
million outstanding under its term loan.

Ballantyne of Omaha is a leading U.S. supplier of commercial
motion picture and specialty projection equipment utilized by
major theater chains and location-based entertainment providers.
The Company also manufactures, rents and leases specialty
entertainment lighting products used at top arenas, television
and motion picture production studios, theme parks and
architectural sites around the world.


BAY 101: Files for Chapter 11 Protection in California
------------------------------------------------------
Bay 101, the largest of two casinos located in San Jose,
California, has filed for chapter 11 bankruptcy protection,
saying that the city's new restrictions on its hours and betting
practices have put it in financial danger, reported the Mercury
News.  Bay 101 representatives said revenue has plummeted by 35
to 40 percent since retired Superior Court Judge Read Ambler on
July 30 ordered the club to close for four hours each morning
and end the practice of back-line betting, which allowed people
who are not seated at gaming tables to place bets, the newspaper
reported.

Bay 101 listed assets of $12.3 million and debts of $22.2
million in its bankruptcy petition. According to the Mercury
News, the company's largest creditors include the Internal
Revenue Service, which is owed $984,722 in taxes, and the city
of San Jose, which is owed $500,000. (ABI World, August 14,
2002)  


BROADWAY TRADING: Secures OK to Tap Torys as Bankruptcy Attorney
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Broadway Trading, LLC and its
debtor-affiliates to engage the legal services of Torys LLP as
bankruptcy counsel.

Torys will render professional services to the Debtors at these
hourly rates:

          senior partners                $565 per hour
          junior partners and counsel    $440 per hour
          senior associates              $390 per hour
          junior associates              $230 per hour
          paralegal                      $140 per hour

The hourly rates for the lawyers principally responsible for
these cases are:

          William F. Gray, Jr.    Partner      $550 per hour
          Sandy F. Feldman        Partner      $560 per hour
          Alison D. Bauer         Associate    $390 per hour
          Darien G. Leung         Associate    $390 per hour
          Jason R. Adams          Associate    $290 per hour
          Ian M. Goldrich         Associate    $290 per hour

Torys will:

     a) advise the Debtors of their rights, powers, and duties
        as debtors and debtors in possession that are continuing
        to operate and manage their respective businesses and
        properties under chapter 11 of the Bankruptcy Code;

     b) prepare on behalf of the Debtors all necessary and
        appropriate applications, motions, answers, draft
        orders, other pleadings, notices, schedules, and other
        documents and reviewing all financial and other reports
        to be filed in these chapter 11 cases;

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

     d) advise the Debtors with respect to, and assist in the
        negotiation and documentation of, financing agreements
        and related transactions;

     e) review the nature and validity of any liens asserted
        against the Debtors' property and advise the Debtors
        concerning the enforceability of such liens;

     f) advise and assist the Debtors in connection with any
        potential property dispositions;

     g) advise the Debtors concerning executory contract and
        unexpired lease assumptions, assignments, and rejections
        and lease restructurings and recharacterizations;

     h) counsel the Debtors in connection with the formulation,
        negotiation, and confirmation of a chapter 11 plan of
        reorganization and related documents;

     i) provide corporate, litigation, and other general non-
        bankruptcy services for the Debtors to the extent
        requested by the Debtors; and

     j) perform all other necessary legal services for or on
        behalf of the Debtors in connection with these chapter
        11 cases.

BTLLC is an "introducing broker" which provides customers with
stock quote information and Internet trading capability through
the Mach(TM) platform software.  When the Debtors filed for
protection from its creditors, it listed an assets and debts of
between $10 to $50 million.


BUDGET: Seeks Amendment Reducing Obligations Under Group Leases
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates, ask the Court to
enter an order:

   -- adjusting the Debtors' obligations to perform under Group
      Leases,

   -- directing that lease payments made by the Debtors prior to
      a final hearing are provisional in nature, and

   -- scheduling a final hearing pursuant to Rule 4001 of
      Federal Rules of Bankruptcy Procedure.

According to William Johnson, Executive Vice President and Chief
Financial Officer of Budget Group Inc., the Group Leases are
master leases between Team Fleet Financing Corp. and Budget
Group's operating subsidiaries, affiliates and non-affiliates.
The Group Leases are structured as true operating leases with
the exception of those in Texas and Hawaii, which are structured
as financing leases.  Under the Group Leases, the lessees make
lease payments each month in an amount sufficient to cover,
among other things:

   -- the monthly depreciation on the vehicles,
   -- interest costs,
   -- expenses of TFFC,
   -- payment of any taxes, and
   -- other funding costs.

Payments made under each Group Lease are made to Deutsche Bank,
the Indenture Trustee.

Mr. Johnson tells the Court that the Debtors would like to
reduce their monthly lease payments on the Group Leases by the
amount of excess credit enhancement resulting from the full
payment of the leases.  The Debtors also want the lease payment
shortfalls to be satisfied by the Indenture Trustee through
draws upon the letters of credit issued under the Prepetition
Credit Agreement.  Each series of Medium Term Notes and the
Variable Funding Note -- which are used to finance the
acquisition of new vehicles in the Debtors' fleet -- requires
TFFC and the Debtors to maintain a certain level of credit
enhancement relative to the outstanding principal balance of the
particular Series of MTNs or the VFN.

As of the Petition Date, the Debtors maintained the required
levels of credit enhancement primarily through letters of credit
issued by the Prepetition Secured Lenders under the Prepetition
Credit Agreement.  After the Petition Date, the outstanding MTN
and VFN principal indebtedness will be reduced as a consequence
of both:

* the continued lease payments by the Debtors, and

* the application by the Indenture Trustee of principal
   collections and fleet disposition proceeds in payment of the
   MTN and VFN obligations.

Since required credit enhancement is measured as a percentage of
the outstanding MTN and VFN indebtedness, the absolute level of
required credit enhancement will decline correspondingly with
reductions of the MTN and VFN principal balance.  As this
occurs, the contractually required levels of credit enhancement
will be exceeded unless the face amount of the issued letters of
credit is reduced.

Mr. Johnson anticipates that most or all of the Prepetition
Lenders have agreed to provide credit enhancement postpetition -
- and thus have become Postpetition Lenders -- in the form of
newly issued letters of credit for the postpetition fleet
financing, to the extent that the prepetition letters of credit
are reduced because of the diminishing level of required credit
enhancement with respect to the prepetition MTNs and VFN.  The
Debtors and the Postpetition Lenders have agreed that, rather
than reduce the face amount of the letters of credit to
eliminate excess credit enhancement, the Debtors will:

* reduce their monthly lease payments on the Group Leases by
   the amount of excess credit enhancement that would result if
   full lease payments were made, and

* permit the lease payment shortfalls to be satisfied by the
   Indenture Trustee through draws upon the letters of credit
   issued under the Prepetition Credit Agreement.

The Debtors will promptly pay the reimbursement obligation to
the Postpetition Lenders on the letter of credit draws in an
amount equal to the lease payments.  This is in consideration of
the Rollover Financing that the Postpetition Lenders are
providing to enhance the credit under the Postpetition Fleet
Financing Facility on a dollar-for-dollar basis.

Mr. Johnson tells the Court that although the Debtors have the
right to defer all lease payments, which first arise within 60
days after the Petition Date, the Debtors intend to make lease
payments throughout this period.  However, the Debtors cannot
make the reduced lease payments, which first arise more than 60
days following the Petition Date unless the Court authorizes the
reductions.

Mr. Johnson argues that there are equities that warrant the
Court's permission for the Debtors to make the reduced payments.
The contractually required credit enhancement level will be
maintained at all times for the benefit of the MTNs and the VFN.
According to Mr. Johnson, the Prepetition Secured Lenders have
consented to the relief requested. (Budget Group Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


BUDGET GROUP: S&P Withdraws D Rating After Bankruptcy Filing
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and other ratings on Budget Group Inc. "The rating
actions reflect the company's July 29, 2002, Chapter 11
bankruptcy filing," said Standard & Poor's credit analyst Betsy
Snyder.

The Lisle, Illinois-based company, a major car and consumer
truck rental operator, had about $700 million of rated debt
outstanding.  


CHAMPION ENTERPRISES: S&P Places BB- Corp. Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Champion Enterprises Inc., and its subsidiary, Champion Home
Builders Co., on CreditWatch with negative implications. The
CreditWatch placements follow Champion's recent announcement
that it will incur significant restructuring charges as it
attempts to further rationalize its operations in the face of a
prolonged recession in the manufactured home building industry.
The manufactured housing industry has entered its fourth year of
a down cycle that was initially caused by poor lending
practices. A previously anticipated recovery continues to be
forestalled by the persistent scarcity of retail consumer
financing. According to the Manufactured Housing Institute,
manufactured home shipments were down another 2.6% during the
first five months of 2002. The Institute's current projections
of relatively flat shipments for the full year 2002 now appear
overly optimistic, given the continued limited availability of
consumer financing, and in particular, the present difficulties
faced by Conseco Inc. ('SD'), the nation's largest supplier of
retail consumer financing for the manufactured housing industry.

As the market leader, Champion's sales have been adversely
affected, falling from a peak of more than $2.5 billion in
fiscal year 1999 to $1.5 billion for the 12-months ended June
29, 2002. Despite operating inefficiencies due to materially
lower production volume, Champion's manufacturing segment has
managed to remain modestly profitable. In the most recent
quarter (ended June 29, 2002), Champion generated $10.4 million
of income on $313.7 million of revenues (a 3.3% margin).
However, the retail segment continues to operate at a loss,
losing $13.8 million in the same quarter. To complement and
support its manufacturing and retail operations, Champion
recently acquired CIT Group Inc.'s manufactured housing loan
origination business. The entrance into retail finance moved
Champion toward a fully integrated platform, as the company now
produces, sells, and finances manufactured housing. However,
this unit is not currently financing a material component of
Champion's sales.

In an effort to restore profitability and strengthen liquidity,
the company has announced that it will close an additional 64
retail centers and seven manufacturing plants, eliminating 1,500
jobs. In conjunction with these actions, the company will take
as much as $260 million in pre-tax charges; though all but $13
million of that amount will be noncash, as it relates primarily
to the write-down of goodwill ($97 million), deferred taxes
($110 to $120 million) and plant and retail store closing costs
($44 million). The company expects to generate approximately $30
million of annual cost savings, $27 million of inventory
reductions and a federal tax refund in excess of $40 million
through these actions. As of June 29, 2002, Champion had cash
balances of approximately $86 million and appears to have
sufficient financial flexibility to meet its near-term capital
needs.

Standard & Poor's will meet with Champion's management team to
reassess the impact of the longer-than-anticipated industry
downturn about the company's ability to return to profitability.
At present, the range of outcomes for Champion includes a
downgrade or an affirmation with a negative outlook.

              RATINGS PLACED ON CREDITWATCH NEGATIVE

                                          Rating
                                    To               From
     Champion Enterprises Inc.

     Corporate Credit Rating      BB-/Watch Neg       BB-

     $200 mil. 7.625% senior unsecured
       notes due 2009             B/Watch Neg          B

     Champion Home Builders Co.

     Corporate Credit Rating       BB-/Watch Neg       BB-

     $150 mil. 11.25% senior unsecured
       notes due 2007              B/Watch Neg          B



CHINOOK ENERGY: Closes Asset Sale to AITEC Inc.
-----------------------------------------------
Chinook Energy Services Inc., (TSX Venture: CKE) announced that
at a meeting of Shareholders held on August 14, 2002, the
Company received Shareholder approval to complete the sale of
substantially all its assets and business to AITEC (Western)
Inc.  The Transaction was closed on August 15, 2002.

Also, at the shareholders meeting, the Company announced that it
had agreed to extend the period in which Shareholders may
dissent to the resolution approving the Transaction to August
31, 2002. The procedure for a Shareholder to dissent to the
Transaction Resolution is described in the Information Circular
delivered to Shareholders for the August 14, 2002 meeting. Any
Shareholder who wishes to exercise the right to dissent must
deliver their Notice of Dissent pursuant to the procedures
described in the Information Circular by no later than 5:00 p.m.
Mountain Standard Time on August 31, 2002.


COLD METAL PRODUCTS: Plans to File for Chapter 11 Protection
------------------------------------------------------------
Cold Metal Products Inc., (Amex: CLQ) intends to file for
Chapter 11 bankruptcy protection. The filing covers the
company's U.S. assets only and does not affect Cold Metal
facilities in Hamilton, Ont., and Montreal, Quebec. The company
cited unprofitable facilities, burdensome legacy costs, pricing
pressures and leverage as the primary reasons for the filing.

These actions do not mean that Cold Metal Products is going out
of business, according to company President and CEO Raymond P.
Torok.

"We intend to resolve this situation as soon as possible," he
said. "We have received a commitment for up to $48 million in
post-petition financing from our lending group that provides the
needed liquidity to fund our working capital requirements. We
are working on a restructuring plan that allows Cold Metal to
emerge as a strong, competitive and profitable company. Our
unprofitable facilities have been closed. We will also reduce
leverage and rationalize our cost structure. I anticipate
uninterrupted service for our customers and ongoing payment of
post-bankruptcy obligations to employees and vendors."

Cold Metal joins a host of steel companies that have filed for
Chapter 11 in the past several years. Because of its age and
history, Cold Metal is facing similar problems to those
afflicting large steel companies such as Bethlehem Steel,
National Steel and LTV. These include burdensome costs, known as
legacy liabilities, and commitments for pension and retiree
health care benefits.

Prior to the filing, the company closed its Youngstown, Ohio,
and Indianapolis, Ind., operating facilities.

A leading intermediate steel producer, Cold Metal Products,
Inc., provides a wide range of strip steel products to meet the
critical requirements of precision parts manufacturers.  Through
cold rolling, annealing, normalizing, edge conditioning,
oscillate-winding, slitting, and cutting to length, the company
provides value-added products to manufacturers in the
automotive, construction, cutting tools, consumer goods and
industrial goods markets. Cold Metal operates plants in Ottawa,
Ohio; Roseville, Mich.; Hamilton, Ontario and Montreal, Quebec.


COMDIAL CORP: Second Quarter 2002 Net Loss Narrows 29% to $2MM
--------------------------------------------------------------
Comdial Corporation, a leading provider and developer of
enterprise telecommunications solutions, reported financial
results for the second quarter ended June 30, 2002. During this
period, the Company posted a net loss of $2.0 million, a
decrease of 29% compared with a net loss of $2.8 million for the
second quarter of 2001. This decrease was primarily attributable
to lower selling, general and administrative expenses and an
increase in miscellaneous income, partially offset by lower
sales levels.

                             Net Sales

Comdial's net sales decreased by 36% for the second quarter of
2002 to $13.0 million, compared with $20.3 million in the second
quarter of 2001. The primary factors in the decrease of sales
were the overall market contraction and the elimination of the
Company's Avalon product line that targeted the assisted living
market.  In addition, the Company experienced difficulties in
fulfilling product orders as a result of production backlogs
with certain outsourced manufacturers. The production transition
from Virginia to the outsourcing partners plus a backlog that
has been built up with one of the United States outsourcing
partners is currently being addressed and is expected to be
resolved during the third quarter.  However, there is a risk
that production issues could continue through the fourth
quarter.

                            Gross Profit

Gross profit decreased by 43% for the second quarter of 2002 to
$4.5 million, compared with $7.9 million in the second quarter
of 2001 primarily due to the decrease in net sales. Gross
profit, as a percentage of sales, decreased from 39% for the
second quarter of 2001 to 35% for the same period in 2002.  This
decrease was primarily due to the Company lowering prices to
compete in the marketplace and the higher cost of the remaining
in- house production that was not fully outsourced until July.

                         Operating Expenses

Selling, general and administrative expenses decreased for the
second quarter of 2002 by 19% to $5.4 million, compared with
$6.6 million in the second quarter of 2001.  This decrease
primarily resulted from downsizing the Company's work force and
more closely controlling costs.  SG&A expenses, as a percentage
of sales, increased to 42% for the second quarter compared with
33% for the same period of 2001.  This increase primarily
resulted from the decrease in net sales described above.
Engineering, research and development expenses for the second
quarter of 2002 decreased by 9% to $1.4 million, compared with
$1.6 million for the second quarter of 2001, primarily due to
the downsizing of the work force.  Engineering expenses, as a
percentage of sales, increased to 11% for the second quarter of
2002 compared with 8% for the second quarter of 2001, primarily
due to the decrease in net sales described above.

                        Miscellaneous Income

Miscellaneous income increased to $1.3 million for the second
quarter of 2002 from a net expense of $0.4 million for the
second quarter of 2001, primarily related to the gain on the
termination of certain postretirement benefits and the gain on
the sale of an equity investment in a third party company that
had been written down due to impaired value in 2000.

                          Bridge Financing

On June 21, 2002, the Company completed a private placement in
the aggregate principal amount of $2,250,000  by issuing 7%
senior subordinated secured convertible promissory notes (the
"Bridge Notes") under an agreement which provides for up to
$4,000,000 of bridge financing. Of this total, $1,750,000 of the
Bridge Notes were purchased by ComVest Venture Partners, L.P.,  
and $500,000 of the Bridge Notes were purchased by Nickolas A.
Branica, the Company's chief executive officer. On July 12, 2002
the Company issued an additional $750,000 of Bridge Notes to
ComVest in connection with the Bridge Financing. The net
proceeds of the Bridge Financing will be used for working
capital and to accelerate development and delivery of Comdial's
small and medium enterprise telephony solutions.  The Company
also entered into an advisory agreement with Commonwealth
Associates, L.P., an affiliate of ComVest, to provide advisory
services to Comdial related to the bridge financing and a
proposed debt restructuring described below.

                          Debt Restructuring

On June 21, 2002, ComVest entered into an agreement with
Comdial's senior bank lender to purchase the bank's
approximately $12.7 million senior secured debt position,
outstanding letters of credit of $1.5 million, and 1,000,000
shares of Series B Alternate Rate Convertible Preferred Stock
(having an aggregate liquidation preference of $10.2 million)
for a total of approximately $8.0 million. Although there can be
no assurances, it is expected that this buy-out by ComVest,
which is subject to closing conditions, will be completed during
2002.  In connection with its debt restructuring, Comdial will
seek additional longer term financing which it expects will be
in the form of a new senior bank loan and other debt or equity
funding to be raised during 2002.  It is anticipated that the
Bridge Financing will be replaced by or convert into this
subsequent longer term financing.  There can be no assurance
that the Company will be successful in obtaining additional
financing or that the terms on which any such funding may be
available will be favorable to the Company.

                           Nasdaq Delisting

As a result of its immediate convertibility into shares of
common stock, the issuance of the Bridge Notes required
shareholder approval under the corporate governance requirements
of Nasdaq's Marketplace Rules. The failure to obtain shareholder
approval prior to the issuance of the Bridge Notes has resulted
in the Company's shares being delisted from the Nasdaq SmallCap
Market(R).  The Company anticipates that its common stock will
be quoted on the NASD's OTC-BB.  Nasdaq determined that the
Company was not eligible for immediate listing on the OTC-BB
because part of the delisting order related to public interest
concerns regarding the substantial dilution.  Accordingly, the
Company's stock currently trades on the Pink Sheets Electronic
Quotation Service.  The application to be quoted on the OTC-BB
must be filed by one or more broker-dealers and the Company must
meet certain requirements, including that its filings under the
Exchange Act must be current.  There can be no assurance that
the Company's stock will be quoted on the NASD's OTC-BB in the
future, in which case the Company's stock will continue to trade
through the pink-sheets.

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized offices, government, and other organizations.
Comdial offers a broad range of solutions to enhance the
productivity of businesses, including voice switching systems,
voice over IP (VoIP), voice processing and computer telephony
integration solutions. For more information about Comdial and
its communications solutions, please visit its Web site at
http://www.comdial.com


COMDISCO INC: Wants Court to Estimate Disputed Claims
-----------------------------------------------------
Comdisco, Inc., and its debtor-affiliates, ask the Court to
estimate the amount of certain contingent or unliquidated
disputed claims, and other disputed claims for purposes of
establishing the Comdisco and Prism Disputed Claim Reserve under
the Chapter 11 Plan.  The Debtors make it clear that this motion
is not for allowance or distribution of payment of any disputed
claim.

                  The Disputed Claim Reserve

To assure that sufficient funds will be available to pay all
disputed claims if they become allowed claims, the Plan provides
for the establishment of the Disputed Claim Reserve as a
mechanism to retain funds for future distributions to claimants.

George N. Panagakis, Esq., at Skadden Arps Slate Meagher & Flom,
in Chicago, Illinois, specifically points to Section 10.4 to the
Plan, which states that the Disputed Claim Reserve will be
"based upon the Face Amount of Disputed Claims as directed by
the Reorganized Debtors" and that the Debtors may "request
estimation for any Disputed Claim that is contingent or
unliquidated".

After establishing the reserved amounts, the funds in the
Disputed Claim Reserve will be held pending resolution of the
Claim.  Once the Disputed Claim is resolved, any allowed claim
amounts are satisfied from the Disputed Claim Reserve in
accordance with the Plan.  The Disputed Claim Reserve is
reconciled quarterly to permit any excess reserved amounts to be
deposited in the Supplemental Distribution Account and
distributed to holders of Allowed Class C-4 Claims.  The
Disputed Claim Reserve shall consist of a separate Comdisco
Disputed Claim Reserve and a Prism Disputed Claim Reserve.  
Disputed Claims will only be paid from the funds available in
the Disputed Claims Reserve and no other accounts, reserves or
other sources of funds will be used to pay them.

Mr. Panagakis relates that the estimation of the disputed claim
for purposes of establishing the Disputed Claim Reserve is
required to effectively administer the Debtors' estates and
implement the Debtors' Plan.  It will enable the Debtors to
initially provide greater distributions to holder of Allowed
Claims.  It will also allow the Debtors to ensure that the
Disputed Claim Reserve is appropriately funded to permit holders
of Disputed Claims to receive their Pro Rata recovery on account
of their claims in these cases if their claims are allowed.

                    The Unliquidated Claims

There were 1,125 claims filed against the Debtors that are
contingent or unliquidated.  The Debtors objected to 1,060 of
these claims, of which 851 were disallowed, withdrawn or
resolved.  Mr. Panagakis notes that 264 claims remain
unliquidated because they include some unspecified amount that
is yet to be determined or did not specify any claim amount.  
The Debtors have reviewed each of the claims and estimated the
range of potential liability for each unliquidated claim.

Pursuant to their review of their claims, the Debtors ask the
Court to estimate the maximum potential liability at
$240,292,486 for all Comdisco Unliquidated Claims and $2,862,373
for all Prism Unliquidated Claims.

                     Other Disputed Claims

As to the Other Disputed Claims, Mr. Panagakis tells the Court
that the Debtors want the aggregate potential liability to be
pegged at $94,898,591 for all Comdisco Other Disputed Claims and
$25,739,309 for all Prism Other Disputed Claims.

If a disputed claim is allowed in an amount less than the
disputed claim amount originally reserved for the claim, Mr.
Panagakis says, the remaining cash in the Disputed Claim Reserve
on accounts of the disputed claim may be moved from the Disputed
Claim and be made available for the Supplemental Distribution
Account.

And since this motion is not for allowance of any disputed
claim, Mr. Panagakis adds that the Debtors reserve their right
to object to the allowance or classification of the Disputed
Claims, on any and all factual or legal grounds, including
seeking:

   (a) the disallowance of the Disputed Claims;

   (b) the reduction of the Disputed Claims to amounts less
       than the estimated amounts; and

   (c) the reclassification of the Disputed Claims to other Plan
       Classes. (Comdisco Bankruptcy News, Issue No. 34;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CONSOLIDATED PROPERTIES: Disposes of More Non-Strategic Assets
--------------------------------------------------------------
First half results to June 30, 2002 reflects the impact of
additional asset sales, following the Company's strategic plan,
and a slight increase in cash flow for the period compared to
the prior year.

R. Scott Hutcheson, President and CEO, states, "We're disposing
of previously designated non-strategic assets in order to bring
focus to our asset base. Second quarter property sales resulted
in the disposition of our last residential property and our exit
from both Ontario and Saskatchewan. This marks significant
progress towards intensifying our focus on downtown office
properties."

The improvement in second quarter operating cash flow from $0.94
million in 2001 to $1.06 million for the same period in 2002
reflects the move to a more streamlined asset base and a more
efficient revenue base.

Continuing efforts to sell assets designated for sale have been
successful. In the second quarter, two asset dispositions were
closed, and an additional four property dispositions were
negotiated and closed early in the third quarter.

These dispositions subsequent to the second quarter resulted in
$5.575 million net proceeds, of which $3.742 million was
utilized to repay 8% Series II Convertible Debentures on July
11, 2002.

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


COUNCIL TRAVEL: Wants Court to Fix September 3 Admin. Bar Date
--------------------------------------------------------------
Travel Services, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to fix
September 3, 2002 as the Administrative Expense Claim Bar Date
-- the deadline by which all persons and entities, including
governmental units, must file requests for allowance of
administrative expense claims.  The creditors have until 5:00
p.m. (prevailing New York City Time) to file their requests for
allowance of Administrative Claims or be forever barred from
asserting that claim.

The Debtors tell the Court that they need to quantify the amount
of the Administrative Claims against them in connection with
determining the feasibility and structure of a contemplated
liquidating Plan.

Setting a deadline for filing Administrative Claims asserted by
all persons, entities and government units and barring untimely
claims is necessary to quantify the aggregate dollar amount of
Administrative Claims outstanding against them, the Debtors
assert.

Council Travel, America's leader in student travel filed for
chapter 11 bankruptcy protection on February 05, 2002. Schuyler
Glenn Carroll, Esq., at Olshan Grundman Frome Rosenzweig &
Wolosky LLP represents the Debtors in their restructuring
efforts.


CREDIT STORE: Files for Chapter 11 Protection in South Dakota
-------------------------------------------------------------
The Credit Store Inc., (AMEX:CDS) announced that, in order to
facilitate the completion of its restructuring initiatives, the
Company filed a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code. The Company is negotiating a
sale of its assets and expects, subject to overbids in
Bankruptcy Court, to conclude a sale, recapitalization, or
merger in the next 30-45 days.

The Court convened a hearing on the Company's first day motions
on Friday, August 16, 2002, before the Honorable Irvin N. Hoyt
at the U. S. Bankruptcy Court in Pierre, SD.

The Company said its decision to seek judicial reorganization
was based on a combination of factors, including a rapid decline
in liquidity when it was unable to obtain additional financing
and/or accommodations from its existing creditors and was unable
to extend the maturity of its credit facility with Coast
Business Credit.

The Company has retained J. Richard Budd, of Marotta Gund Budd &
Dzera, Management, LLC, as Corporate Restructuring Officer to
assist the Company in its reorganization, and the law firm of
Neligan Stricklin, L.L.P., as special counsel, both subject to
court approval.


CREDIT STORE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Credit Store, Inc.
        3401 North Louise Avenue
        Sioux Falls, South Dakota 57107
        605-338-5530

Bankruptcy Case No.: 02-40922

Type of Business: Company is primarily in the business of
                  providing credit card products to consumers
                  who may otherwise fail to qualify for a
                  traditional unsecured bank credit card. The
                  Company primarily focuses on consumers who
                  have previously defaulted on a debt and
                  reaches these consumers by acquiring their
                  defaulted debt. Through its direct mail and
                  telemarketing operations, the Company locates
                  and offers a new credit card to those
                  consumers who agree to pay all or a portion
                  of the outstanding amount due on their debt
                  and who meet the Company's underwriting
                  guidelines.

Chapter 11 Petition Date: August 15, 2002

Court: District of South Dakota (Southern (Sioux Falls))

Judge: Irvin N. Hoyt

Debtor's Counsel: Clair R. Gerry, Esq.
                  Stuart, Gerry & Schlimgen, LLP
                  PO Box 966
                  Sioux Falls, SD 57101-0966
                  (605) 336-6400

                  and
  
                  Mark E. Andrews, Esq.
                  Patrick J. Neligan Jr., Esq.
                  Neligan Stricklin, L.L.P.
                  1700 Pacific Avenue, Suite 2600
                  Dallas, Texas 75201
                  214-840-5340

Total Assets: $68 Million

Total Debts: $69 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
JLB of Nevada, Inc.                                    Unknown
Jay Botchman
1500 East Tropicana Ave.
Suite 100
Las Vegas, NV 89119
703-329-0621 (Fax)

Renaissance Trust                                   $4,000,000
1635 S. Pacific Street
Oceanside, CA 92054

O. Pappalimberis Trust                                 Unknown
Onchan, Douglas
P. O. Box 107
Sunnybank Avenue
IM99 1JF Isle of Man

Kronish Lieb Weiner        Professionial Services     $399,032
& Hellman LLP
Peter J. Mansbach
1114 Avenue of the Americas
New York, NY 10036-7798
212-479-6000
212-479-6275 (Fax)

Zuckerman Spaeder LLP      Professional Services       $181,936

Asher Fensterheim                                      $176,030

Midwest Card Services      Trade                       $166,784

RiskWise                   Trade                       $107,428

Grant Thornton LLP                                      $83,293

CDW Computer Centers, Inc. Trade                        $69,307

Faegre & Benson LLP        Professional Services        $68,294

Bell & Howell Company      Trade                        $67,569

First Insurance Funding Corp.                           $64,938

Dunham Property Management                              $52,551

McLeod USA                 Trade                        $44,160

American Business Forms    Trade                        $33,748

Connecting Point           Trade                        $30,178

G&D Cardtech, Inc.         Trade                        $26,430

AT&T                       Trade                        $22,673

LoanTrade, Inc.            Trade                        $17,193


DIAMOND ENTERTAINMENT: Auditors Issue Going Concern Report
----------------------------------------------------------
Diamond Entertainment Corporation d/b/a e-DMEC was formed under
the laws of the State of New Jersey on April 3, 1986. In May
1999, the Company registered in the state of California to do
business under the name e-DMEC. DMEC markets and sells a variety
of videocassette and DVD (Digital Video Disc) titles to the
budget home video and DVD market. It also purchases and
distributes general merchandise including children's toy
products.

The Company has incurred recurring losses from operations,
negative cash flows from operations, a working capital deficit
and is delinquent in payment of certain accounts payable. These
matters raise substantial doubt about the Company's ability to
continue as a going concern. In view of these matters,
recoverability of a major portion of the recorded asset amounts
shown in the Company's consolidated balance sheet is dependent
upon continued operations of the Company, which, in turn, is
dependent upon the Company's ability to continue to raise
capital and generate positive cash flows from operations. The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts or amounts and classifications of liabilities that
might be necessary should the Company be unable to continue its
existence.

The Company believes it has adequate cash resources to sustain
its operations through the third quarter of fiscal 2003, when it
expects to generate a positive cash flow.  The Company is
continuing to negotiate with several reliable investors to
provide the Company with debt and equity financing for working
capital purposes.  The principal objective of the Company is to
implement the above strategies during fiscal  2003.  Although
the Company believes that the outlook is favorable, there can be
no assurance that  market conditions will continue in a
direction favorable to the Company.

Diamond's revenues for the years ended March 31, 2002 and 2001
were approximately $3,814,000 and $3,181,000, respectively.
Sales increased by approximately $633,000 from the prior year
with increased DVD product sales, general merchandise sales and
custom duplication sales of approximately $800,000, $11,000 and
$10,000, respectively, offset by decreased video product sales
of approximately $188,000. The higher DVD product sales for the
year ended March 31, 2002, were primarily the result of
increased acceptance of DVD titles athe Company's major
customers. The increase in duplication sales when compared to
the prior year was primarily attributed to increased marketing
of in house duplication capabilities. The slight increase in
general merchandise sales was the primarily the result of
liquidating slower moving toy products at substantial discounts.
Sales of Company products are generally seasonal resulting in
increased sales starting in the third quarter of the fiscal
year. Diamond expects the sales to increase in fiscal year
ending March 31, 2003 resulting from increased DVD product sales
and new products in its general merchandise line of products.

Net loss for the year ended March 31, 2002 was approximately
$848,000 versus a net loss of approximately $1,040,000 for the
same period last year.

Operating loss for the year ended March 31, 2002 was
approximately $55,000 versus an operating loss of approximately
$555,000 for last year. The decrease in operating loss of
approximately $500,000 was the result primarily from increased
gross profit of approximately $70,000 and decreased operating
expenses of approximately $430,000.

On March 31, 2002 the Company had assets of $2,304,295 compared
to $2,147,962 on March 31, 2001. The Company had a total
stockholder's deficiency of $462,807 on March 31, 2002, compared
to a deficiency of $3,338,493 on March 31, 2001, a decrease of
$2,875,686. The decrease in stockholders' equity for the year
ended March 31, 2002 was the result of i) conversion of notes
and interest into common stock of the company totaling
$2,1249,983, ii) sale of common stock upon exercise of stock
option for $210,000, iii) options issued for consulting services
of $212,504, iv)settlement of account payable of $4,000, v)
proceeds from sale of the Company's Preferred B convertible
stock of $740,000, vi) settlement of convertible debenture
totaling $130,000, vii) stock discount totaling $372,857, viii)
Preferred B convertible stock offering cost of $96,020, and ix)
the recording of net loss of $847,638 for the period ended March
31, 2002.

As of March 31, 2002 the Company's working capital deficit
decreased approximately $2,600,000 from a working capital
deficit of approximately $3,658,000 at March 31, 2001, to a
working capital deficit of approximately $1,058,000 at March 31,
2002. The decrease was the attributable primarily to a decrease
in notes payable and accrued interest totaling approximately
$2,280,000 resulting from conversions by the holders of
convertible debentures issued by the Company. Also contributing
to the decrease in the working capital deficit were the lower
levels borrowing against the accounts receivable and inventory
totaling approximately $368,000, the reduction of accounts
payable and accrued expenses of approximately $310,000, with the
remaining offset amount of approximately $318,000 in
miscellaneous areas.

Diamond's auditors issued a going concern report for the year
ended March 31, 2002. There can be no assurance that
management's plans to reduce operating losses will continue or
efforts to obtain additional financing will be successful.


DIGEX INC: Posts Working Capital Deficit of $33MM at June 30
------------------------------------------------------------
Digex, Incorporated (Nasdaq: DIGX), a leading provider of
managed services, announced its full second quarter results for
the period ended June 30, 2002 following the preview of second
quarter operating highlights released July 24, 2002.  Net
customer count grew to a high of 689 up from 599 in 1Q02.  
Revenue totaled $48.7 million for the quarter, compared with
$51.8 million in 1Q02 and $53.8 million a year ago.  Managed
servers totaled 3,827 with average monthly revenue per server of
$4,427.  EBITDA losses totaled $17.0 million in the quarter with
net loss available to common stockholders totaled $119.0
million.  Net loss available to commons stockholders less a
one-time impairment charge in the quarter of $57.0 million
totaled $62.0 million.

At June 30, 2002, Digex's balance sheet shows that its total
current liabilities exceeded its total current assets by about
$33 million.

"Our executive team is very focused on moving Digex forward to a
state of financial independence," said George Kerns, president
and CEO of Digex. "This continues to be an eventful period and
we have concentrated a good portion of our time to staying in
close touch with our customers.  I believe we are seeing the
results of that effort through the success we have had retaining
customers in this challenging business environment.  
Additionally, we are pleased to have had a solid quarter for new
customer adds."

New customers added by Digex and WorldCom include:  Aames
Financial Corp., Allied Home Mortgage Capital Corp., BG Group,
Children's Hospital of Philadelphia, Criimi Mae, Exelon, Gilat,
Gold Avenue, impiric dentsu, Landstar Systems, Inc., Mercer,
NATURE & decouvertes, O/E Learning, Performance Products,
Pinkerton Computing Consulting, Inc., Reptron, Texas Capital
Bank, Trillium Software, a division of Harte-Hanks.  A number of
customers also upgraded or renewed their services with Digex
including:  Atofina Chemicals, Inc., Bacardi Global Brands,
Inc., Briggs & Stratton, BusinessWeek Online, Heinz, Japan
Airlines, Mercedes Benz Credit Corp., and Publishers Clearing
House.

"Our cash borrowings this quarter continued to decrease
sequentially to $9 million, down from approximately $13 million
in 1Q02," said Scott Zimmerman, chief financial officer of
Digex.  "Last month WorldCom received court approval to continue
funding Digex's operations."

Financial highlights for Digex include:

     *  Capital investments for the quarter totaled $14.4
million, down about 59% from the year-ago level

     *  Total cash borrowings for 2Q02 declined sequentially to
$9.0 million from $13.2 million in 1Q02

     *  Quota-carrying salespeople totaled 114 for the quarter
compared with 161 last quarter and 107 in the year-ago period

     * Normalized Gross Adds reflect what the gross adds would
have been less the timing effects from a system conversion

     *  Total employees ending June 30, 2002 was 1,182, compared
with 1,293 last quarter and 1,496 in the year-ago period.  These
totals tie to ending quarter expenses.  Active headcount, more
reflective of going forward expense levels, ending June 30, 2002
totaled 1,068 Additional quarterly highlights for Digex include:

     *  Launched new SmartContinuity services  - As a part of a
client's overall business continuity plan, Digex has introduced
seven initial offerings to address system requirements at three
levels, depending on the potential impact of downtime: Mission-
Critical Systems, Business-Critical Applications and Corporate
Presence. Starting with fail-over systems for databases and
firewalls, SmartContinuity services extend to architectures that
use the new Digex Inter Data Center Network to perform
transaction load balancing and database synchronization at LAN
speeds across geographies. The IDCN is a new high-speed,
dedicated network built using WorldCom's network. The seven
SmartContinuity services are: Rapid Recovery; Corporate
Presence; Dynamic Fail-over; Standby Site; Active Standby Site;
Development / Recovery Site Bundle; and Enterprise Fail-over.

     *  Introduced e-Enablement, Commerce and Enterprise IT
Solutions - Digex has evolved beyond managed hosting components
by now offering defined solutions that address specific customer
business needs.  The solutions range from establishing a simple
corporate presence to more complex solutions for advanced
commerce, corporate e-mail systems and ERP application sites,
among others.  The introduction of the three solution sets -- e-
Enablement, Commerce and Enterprise IT -- help clients
immediately understand how the Digex offerings can rapidly fill
a distinct business need.

     *  Added Advanced Database Management services - Digex
expanded its database management capabilities for both Oracle
and SQL Server to proactively address database performance
issues for clients' transactional sites. Used alone or as part
of a complete database administration outsourcing effort to
Digex, clients can work with Digex to monitor specific aspects
of a database, proactively detect and respond to potential
problems, tune a database for enhanced performance, and leverage
trending reports for long-term capacity planning.

     *  Achieved Microsoft Gold Certified Partner and Compaq SP
Signature Certification - In furthering its leadership for
quality solutions, Digex is the first to successfully achieve
two separate certifications of its managed hosting and
application services from Microsoft and Compaq Computer
Corporation. The Microsoft Gold certification is awarded to
service providers that are committed to high levels of customer
satisfaction, validating the effectiveness, manageability,
security and value of services. The Compaq SP Signature
certification aids enterprises in identifying service providers
that are best equipped to meet their toughest e-business
challenges.

As previously described in Digex's press release titled "Digex
Previews Highlights From Second Quarter Operating Results" dated
July 24, 2002, WorldCom's June 25, 2002 announcement triggered a
mandatory, accelerated review of Digex's goodwill and long-lived
assets under SFAS No. 142 and SFAS No. 144.  The events
surrounding WorldCom resulted in management revising its
estimates of future financial projections.  As a result, Digex
has performed an undiscounted cash flow analysis related to its
long-lived assets pursuant to SFAS No. 144.  The result of that
analysis indicates that impairment to the carrying value of its
fixed assets and other intangible assets may exist as of June
30, 2002.  Based upon an independent appraisal, Digex has
adjusted its long-lived assets down to fair value.  An
impairment loss related to its property and equipment of $55.4
million and identifiable intangible assets of $1.6 million has
been included in the results of operations for the three months
and six months ended June 30, 2002.  Digex completed its fair
value assessment of goodwill as of January 1, 2002 pursuant to
SFAS No. 142 and determined that goodwill was not impaired.

The majority of the increase in second quarter provision for
doubtful accounts is due to inter-company receivables from
WorldCom.  Digex expects to recognize revenue from WorldCom
using cash basis accounting for the foreseeable future, which
could have a material impact on future, reported revenue.  
Deferred revenue will reflect that which has been billed to
WorldCom for those underlying customers but not yet received in
cash.

Pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, George Kerns,
Digex president and CEO and Scott Zimmerman, Digex chief
financial officer, have executed a certification in Digex's 10Q
filed with the Securities and Exchange Commission (SEC) on
August 14, 2002.  Access to Digex's filings with the SEC is
available at http://www.digex.com/investors/finance_report.asp  

Digex is a leading provider of managed services. Digex
customers, from mainstream enterprise corporations to Internet-
based businesses, leverage Digex's services to deploy secure,
scaleable, high performance e-Enablement, Commerce and
Enterprise IT business solutions. Additional information on
Digex is available at http://www.digex.com  


EMMIS COMMS: May Quarter Net Loss Hikes Up to $165 Million
----------------------------------------------------------
Emmis Communications Corporation evaluates performance of its
operating entities based on broadcast cash flow and publishing
cash flow.  Management believes that BCF and PCF are useful
because they provide a meaningful comparison of operating
performance between companies in the industry and serve as an
indicator of the market value of a group of stations or
publishing entities.  BCF and PCF are generally  recognized by
the broadcast and publishing industries as a measure of
performance and are used by analysts who report on the
performance of broadcasting and publishing groups.

For the three months ended May 31, 2002, radio net revenues
decreased $3.4 million, or 5.2%. On a pro forma basis (assuming
the Denver radio asset sales had occurred on March 1, 2001),
radio net revenues would have decreased $1.4 million, or 2.3%.  
Radio net revenues were negatively impacted by the devaluation
of the peso in Argentina, as international radio net revenues
decreased $0.8 million, or 25.8%.  Domestic radio net revenues
were negatively  impacted by the results of Emmis' New York
market, which represents approximately 30% of the Company's
radio net revenues, due to a format change within the market by
one of its competitors.  The negative  impact in its New York
market was partially offset by strength in its other markets.  
Television net revenues increased $3.2 million, or 5.9%.  This
increase is due to approximately $2.3 million of political
adverting revenues in the quarter ended May 31, 2002, as well as
higher advertising rates charged by the Company's stations.  
Publishing revenues decreased $1.2 million, or 6.5%. This
decrease is due to lower advertising and newsstand revenues at
its publications.  Its publishing business has not seen the same
level of recovery in advertisement spending that, in general,
its radio and television businesses have experienced.  On a
consolidated basis, net revenues decreased $1.4 million, or
1.0%, due to the effect of the items described above.

With respect to Emmis, net loss increased to $165.6 million for
the three months ended May 31, 2002 from $13.5 million for the
same period of the prior year.

The increase in net loss is mainly attributable to (1) the
elimination of amortization expense, the gain on asset sales and
the reduction in interest expense, and all net of taxes; (2) a
$2.3 million extraordinary loss, net of a deferred tax benefit,
relating to the write-off of deferred debt fees associated with
debt repaid during the quarter,  and (3) a $167.4 million
impairment charge, net of a deferred tax benefit, under the
cumulative effect of accounting change as an accumulated
transition adjustment attributable to the adoption on March 1,
2002 of SFAS No. 142, "Goodwill and Other Intangible Assets."  

With respect to Emmis Operating Companies, net loss increased to
$160.5  million for the three months ended May 31, 2002 from
$10.9 million for the same period of the prior  year. The
increase in net loss is mainly attributable to (1) the
elimination of amortization expense,  the gain on asset sales
and the reduction in interest expense,and all net of taxes; (2)
a $2.3 million  extraordinary loss, net of a deferred tax
benefit, relating to the write-off of deferred debt fees  
associated with debt repaid during the quarter, and (3) a $167.4
million impairment charge, net of a deferred tax benefit, under
the cumulative effect of accounting change as an accumulated
transition  adjustment attributable to the adoption on March 1,
2002 of SFAS No. 142, "Goodwill and Other Intangible Assets."

                  Liquidity and Capital Resources

Emmis' primary sources of liquidity are cash provided by
operations and cash available through revolver borrowings under
its credit facility.  Company primary uses of capital have been
historically, and are expected to continue to be, funding
acquisitions, capital expenditures, working capital and debt
service and, in the case of ECC, preferred stock dividend
requirements.  Since Emmis manages cash on a consolidated basis,
any cash needs of a particular segment or operating entity are
met by intercompany  transactions.  

At May 31, 2002, Emmis had cash and cash equivalents of $65.4
million and net working capital for Emmis and EOC of $52.1
million and $106.1 million, respectively.  At February 28, 2002,
the Company had cash and cash equivalents of $6.4 million and
net working capital for Emmis and Emmis Operating Companies of
$19.8 million and $21.0  million, respectively, excluding assets
held for sale and associated liabilities.  Approximately $60.1
million of cash at May 31, 2002 represents a portion of the
proceeds from the April 2002 equity offering which were
subsequently used to redeem a portion of the Company's senior
discount notes.  Due to the economic stimulus package passed by
Congress in March 2002, Emmis recorded a tax refund receivable
of $12.8 million in the quarter ended May 31, 2002. As of May
31, 2002, ECC's working capital reflects the current portion of
senior discount notes to be redeemed with a portion of the
equity offering proceeds.  


ENRON: Energy Regulator Initiates Probe into Portland General
-------------------------------------------------------------
On August 13, 2002, the Federal Energy Regulatory Commission
issued two orders initiating investigations into instances of
possible misconduct by Portland General Electric Company and
certain other companies. Such investigations are to determine
whether PGE or the other companies violated their codes of
conduct, the Commission's standards of conduct, or the
Commission's market-based rate tariff and, if so violated, to
determine remedies, including possible revocation of the
companies' market-based rate authority and potential refunds for
future wholesale activity.

In the Orders, the Commission established the date commencing
sixty days after publication of the notice of the Orders in the
Federal Register as the Refund Effective Date. Purchasers of
electric energy from PGE at market-based rates after the Refund
Effective Date could be entitled to a refund of the difference
between the market-based rate and PGE's cost based tariff if PGE
were to lose its market-based rate authority.

In the first order (Docket EL02-114-000), the Commission ordered
investigation of PGE and Enron Power Marketing, Inc., related to
possible violations of their codes of conduct and the
Commission's standards of conduct with respect to PGE's
purchases and sales of power to EPMI, the pricing of non-power
goods and services between PGE and EPMI, and the sharing of
certain power and transmission related information between PGE
and EPMI that may not have been simultaneously disclosed to the
public. In addition, the Commission ordered investigation of
whether PGE has provided all relevant information related to the
Commission's February 13, 2002 fact-finding investigation into
whether any entity manipulated short-term prices in electric or
natural gas markets in the West, or otherwise exercised undue
influence over wholesale prices in the West.

In the second order (Docket EL02-115-000), the Commission
ordered investigation of Avista Corporation and Avista Energy,
Inc., with respect to, among other things, transactions in which
Avista acted as a middleman with respect to sales of electric
energy between PGE and EPMI. PGE and EPMI are included as
parties to the investigation.

The Posting transactions were discovered by PGE and self
reported to the Commission in April, 2002. The transactions
involving Avista were reported to the Commission by PGE in the
Company's May 22, 2002 response to a data request issued by the
Commission on May 8, 2002.

The Orders direct that within approximately fifteen days after
designation, a presiding judge is to hold a conference to
establish a procedural schedule. Until the presiding judge is
designated and the scheduling conference is held, PGE cannot
estimate the scope or duration of the investigations.

PGE will continue to cooperate to the fullest extent with the
investigations. PGE continues to believe that it has fully
complied with the Commission investigation initiated on February
13, 2002, and that it has not engaged in deception or market
manipulation.

               Structural Separation Criteria
                (Bankruptcy Remote Structure)

On August 15, 2002, Enron Corp., filed a motion with the
Bankruptcy Court seeking authority to vote its shares of common
stock in PGE to authorize PGE to create a bankruptcy remote
structure through the issuance of junior preferred stock.
Specifically, PGE's Board of Directors will adopt resolutions
(i) authorizing an amendment to PGE's Articles of Incorporation
to be submitted to Enron, as common shareholder, for approval,
which amendment would create a new class of junior preferred
stock (junior to currently authorized classes of preferred
stock), and (ii) authorizing issuance of a share of the new
class (or a series of the new class) upon shareholder approval
(the Share) to a person not related to PGE or Enron. The Share
will have a par value of $1.00, a liquidation preference to the
Common Stock as to par value but junior to existing preferred
stock, an optional redemption right, and certain restrictions on
transfer. The Share will also have preferred voting rights,
which will limit, subject to certain exceptions, PGE's right to
commence any bankruptcy, liquidation, receivership, or similar
proceedings (Bankruptcy) without the consent of the holder of
the Share. Notably, the consent of the holder of the Share will
not be required if the reason for the Bankruptcy is to implement
a transaction pursuant to which all of PGE's debt will be paid
or assumed without impairment.

In May 2002, Standard & Poor's reaffirmed PGE's ratings, but
stated that in the absence of a contract for Enron's sale of PGE
or an effective bankruptcy remote structure that helps to
maintain the separateness of PGE's assets from those of Enron
and to protect PGE from a chapter 11 bankruptcy filing, PGE's
ratings were likely to be downgraded. Enron and PGE have worked
with S&P to develop the structure discussed above for submission
to the Bankruptcy Court.

PGE understands that approval of the Bankruptcy Court may take
up to forty-five days.

In addition to Bankruptcy Court approval, the Oregon Public
Utility Commission must approve the issuance of the Share. PGE
expects to file for this approval with the OPUC shortly. OPUC
approval could take up to thirty days.

Upon approval of the Bankruptcy Court, Enron will vote its
Common Stock in PGE to authorize the issuance of the Share.
Following that vote and the approval of the OPUC, PGE will file
an amendment to its Articles of Incorporation with the Oregon
Secretary of State and issue the Share.


FEDERAL-MOGUL: Equity Committee Signs-Up Bell Boyd as Counsel
-------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Federal-Mogul Corporation and its debtor-affiliates,
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to retain and employ Bell Boyd & Lloyd
LLC as its counsel nunc pro tunc to June 17, 2001.

Bell Boyd will render, among others, these professional
services:

A. give legal advice with respect to the Equity Committee's
   powers and duties in the context of the Debtors' Chapter 11
   cases;

B. assist, advise and represent the Equity Committee in its
   consultations with the Debtors and other statutory committees
   regarding the administration of the cases;

C. assist, advise and represent the Equity Committee in any
   investigation of the acts, conduct, assets, liabilities and
   financial condition of the Debtors and their affiliates
   (including investigation of transactions entered into or
   completed before the Petition Date), the operation of the
   Debtors' businesses and any other matters relevant to the
   case or to the formulation of a plan or plans of
   reorganization;

D. prepare on behalf of the Equity Committee necessary
   applications, motions, answers, orders, reports and other
   legal papers in connection with the administration of the
   estates in these cases;

E. review and respond on behalf of the Equity Committee to
   motions, applications, complaints and other documents service
   by the Debtors or other parties in interest on the Equity
   Committee in this case;

F. participate with the Equity Committee in the formulation of a
   plan or plans of reorganization; and,

G. perform any other legal services for the Equity Committee in
   connection with these Chapter 11 cases.

Bell Boyd will be paid for legal services on an hourly basis,
plus reimbursement of any actual, necessary expenses, subject to
court approval.  The firm's current standard hourly rates for
the legal services of its professionals:

                Professionals     Hourly rates
                -------------     ------------
                Partners            $278-550
                Associates           200-275
                Paraprofessionals    125-175

(Federal-Mogul Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Federal-Mogul Corporation's 8.800%
bonds due 2007 (FMO07USR1) are quoted between 20 and 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for  
more real-time bond pricing.    


FLAG TELECOM: Proposes Uniform Voting & Tabulation Procedures
-------------------------------------------------------------
FLAG Telecom Holdings Limited will follow these voting
procedures and standard assumptions in tabulating all ballots
submitted by creditors:

   a. any ballot which is properly completed, executed and
      timely returned to Poorman or Innisfree that does not
      indicate an acceptance or rejection of the Plan shall be
      counted as an acceptance of the Plan;

   b. any ballot which is returned to Poorman or Innisfree
      indicating acceptance or rejection of the Plan but which
      is unsigned shall not be counted;

   c. whenever a creditor casts more than one ballot voting the
      same claim prior to the Voting Deadline, only the last
      timely ballot received by Poorman or Innisfree shall be
      counted;

   d. simultaneously cast duplicative ballots that are voted
      inconsistently shall not be counted;

   e. each creditor shall be deemed to have voted the full
      amount of its claim or equity interest;

   f. creditors shall not split their vote within a class, thus
      each creditor shall vote all of its claim within a
      particular class either to accept or reject the Plan;

   g. Any ballots -- except Master Ballots -- that partially
      reject and partially accept the Plan shall not be counted;

   h. Any ballot received by Poorman or Innisfree by telecopier,
      facsimile, email, or other electronic communication shall
      not be counted;

   i. the Debtors may, in their sole discretion, request that
      Poorman and Innisfree contact creditors to cure defects in
      the ballots or ballot/proxies prior to the Voting
      Deadline; and

   j. any creditor that has delivered a valid ballot or
      ballot/proxy may withdraw its vote by delivering a written
      notice of withdrawal to Poorman or Innisfree by the Voting
      Deadline. To be valid, the notice of withdrawal must be:

      -- signed by the party who signed the ballot, ballot/proxy
          or master ballot/proxy to be revoked, and

      -- be received by Poorman or Innisfree prior to the Voting
         Deadline. (Flag Telecom Bankruptcy News, Issue No. 13;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRANK'S NURSERY: Appoints Alan J. Minker as New Senior VP & CFO
---------------------------------------------------------------
Frank's Nursery & Crafts, Inc., has named Alan J. Minker as its
new Senior Vice President and Chief Financial Officer.

Minker, who has been in retail throughout his career, has
diverse experience in finance and accounting in both small and
large companies. His most recent position was Chief Financial
Officer, Vice President, Finance and Human Resources at The Body
Shop, Inc., of Wake Forest, North Carolina. Prior to that, he
was Senior Director of Finance at Venator Corporation in New
York City, Assistant Controller with Petrie Stores, Accounting
Manager with Laura Ashley, and Controller at Accessory Place.
Minker has also been instrumental in turn-around situations, and
has a strong background in profit improvement programs.

"Alan's experience, broad exposure to finance and accounting,
and strong expertise in the area of profit improvement will be a
great asset to Frank's," said Frank's CEO Steven S. Fishman. "He
emerged as the top candidate after a very extensive screening
process. He brings knowledge, integrity, and leadership skills
needed as we move forward with our aggressive plans to
strengthen our company and the eventual expansion plan."

Frank's, based in Troy, Michigan, operates 170 stores in 14
states, and is the nation's largest chain of retail stores
devoted to the sale of lawn and garden products. Founded in
Detroit in 1949, the company experienced difficult times in the
late 1990s, and filed for Chapter 11 bankruptcy protection in
February of 2001. Fishman, a turn-around expert, was brought in
last September, and under his leadership, Frank's successfully
emerged from Chapter 11 last May. With the emergence, Frank's
will become a publicly-traded company.

Minker holds a Bachelor of Science degree in Business
Administration and Accounting from Widener University in
Chester, Pennsylvania, and is also a Certified Public
Accountant.


GENEVA STEEL: Hires E-Quant to Testify Before Utility Commission
----------------------------------------------------------------
Geneva Steel LLC asks permission from the U.S. Bankruptcy Court
for the District of Utah to employ E-Quant Consulting, LLC,
particularly, Roger Swenson, as energy consultants to provide
testimony before the Utah Public Service Commission on the cost
of service and other technical issues related to the Debtor's
business plan.

E-Quant is a private consulting firm specializing in energy
matters. The focus of the firm is related to minimizing energy
cost and risk for end users, maximizing the value of energy
production assets and providing expert testimony in rate and
regulatory matters.

Mr. Swenson's testimony will cover the utilities cost of
service, and examine the historic cost assignment relationships
and projected usage factors to demonstrate future cost of
service based rates.

Mr. Swenson agrees to represent the Debtor on an hourly rate
basis of $165 per hour. Mr. Swenson estimates between 100 to 150
hours will be required to adequately prepare and testify on cost
of service matters for this case.

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002. Andrew A. Kress, Esq., Keith R. Murphy, Esq.,
and Stephen E. Garcia, Esq., at Kaye Scholer LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $264,440,000 in total
assets and $192,875,000 in total debts.


GENSCI REGENERATION: June 30 Balance Sheet Upside-Down by C$16MM
----------------------------------------------------------------
GenSci Regeneration Sciences Inc. (TSE: GNS), The Orthobiologics
Technology Company(TM), announced that cash, restricted cash and
short-term investments at June 30, 2002 increased 86 percent to
C$5 million compared to C$2.7 million at June 30, 2001.  This
compares to cash, restricted cash and short-term investments of
C$1.2 million at December 31, 2001. Revenues for the second
quarter ended June 30, 2002 were C$8.8 million (US $5.6 million)
compared to C$10.4 million (US $6.8 million) for the same
quarter in 2001.  The Company announced a loss of C$428,000
(US$278,000), for the second quarter of 2002 compared to a loss
of C$1,288,000 (US$833,000), for the second quarter of 2001

Revenues for the six months ended June 30, 2002 were C18.5
million (US $11.7 million) compared to C21 million (US $13.7
million) for the same period in 2001.  The Company announced a
loss of C972,000 (US $622,000), for the first half of 2002
compared to a loss of C3,350,000 (US $2,172,000), for the same
period of 2001.

As of June 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about C$16 million.

"We have generated positive cash flow from operations for the
second consecutive quarter," said Douglass Watson, President and
CEO.  "In addition, we are in the middle of launching our second
new product line this year and preparing to launch a third
product line near the end of the third quarter. These new
products and others currently under development, represent the
Company's formal transition from first generation products to
second generation technologies which we expect will raise
industry standards and help us lead the next paradigm shift in
bone regeneration."

GenSci Regeneration Sciences Inc., as established itself as a
leader in the rapidly growing orthobiologics market, providing
surgeons with biologically-based products for bone repair and
regeneration.  Our products can either replace or augment
traditional autograft surgical procedures.  This permits less
invasive procedures, reduces hospital stays, and improves
patient recovery.  Through its subsidiaries, the Company
designs, manufactures and markets biotechnology-based surgical
products for orthopedics, neurosurgery and oral maxillofacial
surgery.


GLOBAL CROSSING: Proposes IRU Sale & Auction Protocol
-----------------------------------------------------
To ensure that maximum value is obtained for the IRUs of Global
Crossing Ltd. and its debtor-affiliates, the Court approved
these Private Sale and Auction Procedures:

A. Participation Requirements:  Unless determined by the
   Debtors, in their sole discretion, in order to participate in
   the bidding process, each person must deliver to the Debtors:

   1. an executed confidentiality agreement; and

   2. a disclosure regarding any anticipated regulatory
      approvals required to close the transaction and the
      anticipated time frame and impediments for obtaining the
      same, and the nature and extent of additional due
      diligence it may wish to conduct.

   A Potential Bidder that delivers these documents at any time
   on or before August 28, 2002, and is reasonably likely to be
   able to consummate the sale within a timeframe acceptable to
   the Debtors will be deemed a qualified bidder.  The Debtors
   may extend the bid deadline from time to time without further
   Court approval or notice to parties.

B. Information and Due Diligence:  After a Potential Bidder
   delivers all of the required items, the Debtors will
   determine, and will notify the Potential Bidder, whether the
   Potential Bidder is a Qualified Bidder.  After the Debtors
   notify the Potential Bidder that it is a Qualified Bidder,
   the Debtors will allow the Qualified Bidder to conduct due
   diligence with respect to one or more of the IRUs as provided
   in the Sales Procedures.  The Debtors will designate an
   employee or representative to coordinate all reasonable
   requests for additional information and due diligence access
   for the Qualified Bidders.

C. Bid Requirements:  A bid is a letter from a Qualified Bidder
   stating that:

   1. the Qualified Bidder offers to purchase the IRUs on the
      terms and conditions set forth in the Sale Agreement, and

   2. the Qualified Bidder's offer is irrevocable until the
      earlier of 48 hours after closing of the sale of the IRU
      or 30 days after the conclusion of the Sale Hearing.

   A Qualified Bidder will accompany its bid with:

   1. a deposit in a form and amount acceptable to Global
      Crossing in its sole discretion payable to the order of
      the entity specified by Global Crossing Ltd. and

   2. written evidence of financial wherewithal to consummate
      the transaction in a timely fashion.

   Unless otherwise waived by the Debtors in writing, the
   Debtors will consider a bid only if the bid:

   1. provides overall value for one or more of the IRUs to the
      Debtors at a level acceptable to the Debtors;

   2. is not conditioned on obtaining financing in an amount
      unacceptable to the Debtors or on the outcome of
      unperformed due diligence by the Qualified Bidder; and

   3. is received on or before the Bid Deadline.

   A bid received from a Qualified Bidder that meets the above
   requirements is a qualified bid.  A Qualified Bid will be
   valued based upon the net value provided by the bid and the
   likelihood and timing of consummating the transaction.

D. Participation in Auction:  If at least two Qualified Bids
   have been received for any IRU sale, the Debtors may conduct
   the Auction for the sale of that particular IRU.  The Auction
   will take place on September 10, 2002 at 10:00 a.m. in the
   offices of Weil, Gotshal & Manges LLP at 767 Fifth Avenue,
   New York, New York 10153, or a later time or other place, but
   in no event later than two days prior to the Sale Hearing.  
   Only Qualified Bidders will be eligible to participate at the
   Auction.  At least two business days prior to the Auction,
   each Qualified Bidder who has submitted a Qualified Bid must
   confirm with the Debtors that it intends to participate in
   the Auction.  Notwithstanding the fact that the Debtors will
   be sending out notice of all Private Sales to any party that
   has expressed interest in the IRU(s) being sold pursuant to
   the Private Sale, five business days before the Auction, the
   Debtors will send notice to the Office for the U.S. Trustee
   for the Southern District of New York, the attorneys to the
   statutory committee of unsecured creditors, the attorneys for
   the Debtors' prepetition lenders, the Joint Provisional
   Liquidators and their attorneys, and all Qualified Bidders
   apprising them of which IRUs and assets will be included in
   the Auction.

E. Auction Procedures:  Based upon the terms of the Qualified
   Bids received, the number of Qualified Bidders participating
   in the Auction, and any other information as the Debtors
   determine is relevant, the Debtors may conduct the Auction in
   the manner they determine will achieve the maximum value for
   the IRUs.  The Debtors may adopt rules for bidding at the
   Auction that, in their business judgment, will better promote
   the goals of the bidding process and that are not  
   inconsistent with any of the provisions of the Sales
   Procedures, the Bankruptcy Code or any order of the Court
   entered in connection herewith.  The rules may include
   minimum initial bid and overbid amounts.

F. Successful Bid:  As soon as practicable after the conclusion
   of the Auction, the Debtors will:

   1. review each Qualified Bid on the basis of financial and
      contractual terms and the factors relevant to the sale
      process, including those factors affecting the speed and
      certainty of consummating the sale and

   2. identify, in consultation with the Creditors' Committee,
      the Banks, and the Joint Provisional Liquidators, the
      highest or otherwise best offer for each of the IRUs and
      the bidder making the bid.

G. Private Sale Contracts:  In the event the Debtors determine
   that they have not received adequate offers on any of the
   IRUs, the Debtors have the sole discretion to withdraw the
   IRUs prior to and during the Auction and make subsequent
   attempts to market and sell same.  In addition, if the
   Debtors receive one or more Qualified Bids for any or all of
   the IRUs prior to the Auction, the Debtors reserve the right,
   in their discretion and in consultation with the Creditors'
   Committee, the Banks, and the Joint Provisional Liquidators,
   to withdraw the IRUs from the Auction and sell the IRUs
   privately in a Private Sale. Any Private Sale will be subject
   to Court approval at a hearing or the Sale Hearing, but the
   Debtors are under no obligation to disclose a Private Sale
   prior thereto.

The Debtors will accept a bid only when:

   -- the bid is declared a Qualified Bid,
   -- the Qualified Bid has been approved by the Court, and
   -- definitive documentation has been executed in respect of
      the Qualified Bid.

Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that the Debtors will retain the deposits of all
bidders. All bids will remain open and irrevocable until the
earlier of 48 hours after the closing of the sale of an IRU or
30 days after the conclusion of the Sale Hearing.  Upon failure
to consummate the transaction contemplated by the Qualified Bid
or execute definitive documentation due to a breach or failure
on the part of the Qualified Bidder, the Debtors may select in
their business judgment the next highest Qualified Bid without
further order of the Court.

While an Auction may generate interest and bidding, thereby
yielding the highest and best offers for certain of the IRUs,
the Debtors believe that the highest and best price for many of
the IRUs may be obtained through Private Sales.  Mr. Basta
assures the Court that the Debtors intend to fully market the
IRUs for Private Sale prior to the Auction.  After agreeing to
the terms of a Private Sale with the purchaser, the Debtors will
seek the Court's approval of the sale at a Private Sale Hearing.  
Subject to the Court's availability, each Private Sale Hearing
will be scheduled at least 13 days after the corresponding
Private Sale to provide adequate notice of the assumption and
assignment of any Executory Contracts.  At least 13 days before
any Private Sale Hearing, the Debtors will mail a notice of the
Private Sale Hearing to the U.S. Trustee, the attorneys for
Creditors' Committee, the attorneys for the Banks, the Joint
Provisional Liquidators and their attorneys, and any party that
had expressed interest in the IRU(s) being sold pursuant to the
Private Sale. Parties seeking to object to the assumption and
assignment of any contracts related to the Private Sale must
file and serve their objection on each of the notice parties
before 4:00 p.m. on the third business day before the Private
Sale Hearing, or the Executory Contracts will be deemed assumed
and assigned.

For those offers received during the Auction that the Debtors,
the Court will conduct a Sale Hearing scheduled for September
26, 2002 at 9:45 a.m. (EDT).  At the Sale Hearing, the Debtors
can also seek the Court's approval of any Private Sales not
already approved at a Private Sale Hearing.

The Debtors will also publish a notice, prior to the Auction, in
The Wall Street Journal and The Financial Times. (Global
Crossing Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports Global Crossing Holdings Ltd.'s 9.125% bonds
due 2006 (GBLX06USR1) are trading between 0.75 and 1.125. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for more real-time bond pricing.  


HEALTHTRAC: Losses Spur Auditors to Raise Going Concern Doubt
-------------------------------------------------------------
Healthtrac Corporation operates a health promotion and disease
management business.  The Company provides its products and
services to health plans and self-insured employers.  Its
products include health risk assessment tools, participant
health status reports, tailored health education tools, general
health promotion information, individual programs for self-
management of individual health, disease management
interventions, the means of measuring and reporting results, and
need and demand reduction programs. The Healthtrac programs are
designed to postpone the onset of morbidity (e.g. disease and
disability) through healthy preventive practices, and to
encourage and support self-management of chronic disease.  

Healthtrac offers population health management tools for
organizations at risk for health care costs.  These tools help
identify potential high-risk constituents prior to high claims
utilization, reduce health risks and costs by supporting healthy
changes and management of chronic conditions, track and
reinforce changes over time, and evaluate the impact of these
efforts.  Healthtrac's product line includes:

        - Basic Program (low risk);
        - High Risk Program;
        - Chronic Disease Management for:

Arthritis, Asthma, Back Pain, Diabetes, Heart Disease, High
Blood Pressure, Lung/Respiratory Disease and Stroke

        * Lifestyle Management Programs for: Cigarette Smoking,
          Obesity, Stress and Combined Lifestyle Risk

        * Babytrac; Preconception, Prenatal and Postnatal

        * Programs for Seniors

Other Healthtrac services include:

        * Predictive algorithm - identifies individuals with
          higher health risk who are more likely to incur high
          health costs.

        * Questionnaire Summary Reports for case managers,
          Primary Care Physician.

        * Babytrac Preconception and Prenatal educational
          programs with questionnaires and feedback each
          trimester and postpartum.

        * Outbound phone calls by health educators to high risk
          participants with questionnaires and feedback.

        * Aggregate reports for sponsoring organizations to
          assist them in planning additional interventions and
          activities based on the risks of population, and to
          assist them in evaluating the impact of their efforts
          (reductions in costs - health care utilization,
          absenteeism, workers comp and disability; retention of
          employee/members; satisfaction with sponsoring
          organization). Link to resources for comparison with
          actual claims and personnel measures to validate self-
          report data.

        * Online Option for all products.

        * Links with additional online resources provided by
          strategic partners.

        * Healthtrac provides participants with other
          information intended to help guide their health
          improvement efforts through self care books.  These
          books include: "Take Care of Yourself," by Donald M.
          Vickery, M.D. and James F. Fries, M.D.; "Taking Care
          of Your Child," by Robert H. Pantell, M.D., James F.
          Fries, M.D., and Donald M. Vickery, M.D.; "Living
          Well," by James F. Fries, M.D.

Healthtrac has a limited operating history which makes it
difficult to evaluate its future prospects. Although
incorporated in 1982, there is a lack of history regarding the
Company's newly created health promotion business.  The
potential for future profitability must be considered in light
of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of
development, particularly companies in new and rapidly evolving
markets.

The Company may not realize sufficient revenues or net income to
reach or sustain profitability, which would adversely affect
continuing business operations. The Company has incurred
substantial net losses and has a substantial net operating loss
carryover.  A significant component of these losses were
incurred in operations which Healthtrac Corporation no longer
operates but has spent significant funds to develop  current
business divisions, procure hardware, software and networking
products and develop operations, research and development and
sales and marketing operations.  It has continued to incur
losses since entering the transaction processing/customer
service and Internet software and development business.  For the
three-month period ended May 31, 2002, losses were $946,058.  As
of May 31, 2002, there existed an accumulated deficit of
$118,019,382.  The Company has incurred significant operating
losses and has not achieved profitability.  While it feels
confident that it can secure additional funds through private
placement financing and successfully carry out its business
plan, there can be no assurance that it will accomplish these
tasks and achieve profitability.  If unable to successfully
carry out its business plan, then continuing business operations
would be adversely affected.

The Company expects to increase operating expenses in the future
by increasing sales and marketing expenditures.  To achieve
operating profitability, it will need to increase its customer
base and revenue and decrease costs.  It indicates that it may
not be able to increase revenue or increase operating
efficiencies in this manner.  If revenue grows more slowly than
anticipated or if operating or capital expenses increase more
than expected, operating results will suffer.  Moreover, because
Healthtrac expects to continue to increase its investment in its
business faster than it anticipates growth in revenue, it will
continue to incur significant operating losses and negative cash
flow for the foreseeable future.  Consequently, it is possible
that it will not achieve profitability, and even if it does
achieve profitability, it may not sustain or increase
profitability on a quarterly or annual basis in the future.  The
auditors' report on the Company's annual consolidated financial
statements for the year ended February 28, 2002, contains an
explanatory paragraph that states that recurring losses from
operations raise substantial doubt about the Company's ability
to continue as a going concern.  


HOLLYWOOD CASINO: Reports Improved EBITDA for Second Quarter
------------------------------------------------------------
Hollywood Casino(R) Corporation (Amex: HWD) announced its
operating results for the second quarter and six months ended
June 30, 2002.  Highlights for the Company's 2002 second quarter
include the following:

     --  Operating cash flow (EBITDA) increased year-over-year
by 89.0% to $27.6 million;

     --  Pro forma earnings before non-recurring items increased
dramatically to $0.08 per share from a loss of $0.23 per share
in the second quarter of 2001;

     --  For the first six months of 2002, the Company's EBITDA
increased by 103.8% to a record $57.6 million while pro forma
earnings before non-recurring items increased to $0.23 per share
from a loss of $0.48 per share in the 2001 six month period.

In addition to its strong operating results in the second
quarter, the Company has recently completed or announced three
major strategic initiatives:

     --  Completion of Aurora Expansion -- In June 2002, the
Company completed its major expansion and improvement of the
Aurora casino.  The expansion includes the opening of a
spectacular new dockside casino, a new state-of-the-art buffet
and a new parking facility and casino entrance.  With the
completion of the Aurora expansion, management believes it
operates the premier gaming and entertainment product in the
Chicago marketplace;

     --  Collection on receivables from Greate Bay -- In July
2002, the Company resolved its outstanding receivables from the
restructuring of Greate Bay Casino Corporation.  The Company
received approximately $11.1 million in net proceeds for the
cancellation of these receivables and expects to receive an
additional $1 million, currently in escrow, which is anticipated
to be released next year;

     --  Merger with Penn National -- On August 7, 2002, the
Company announced that it had entered into a definitive
agreement for Penn National Gaming, Inc., to acquire the Company
for total consideration of approximately $916 million.  Under
the terms of the agreement, the Company will merge with a
wholly-owned subsidiary of Penn National.  The transaction is
expected to close in the first half of 2003.

"Our record operating results in the second quarter reflect the
continued successful execution of a business plan that we
initiated in early 1999.  The execution of this plan has driven
our impressive operating results and has enabled the Company to
enter into a very attractive agreement with Penn National.  When
we launched this new business plan in 1999 our common stock was
trading under $1.50 per share.  With the signing of our merger
agreement with Penn National, our shareholders will be receiving
$12.75 per share at the closing of the transaction.  All of us
at Hollywood Casino are very proud of the tremendous value we
have created for our shareholders," stated Mr. Edward T. Pratt
III, Chairman and Chief Executive Officer.

                    Hollywood Casino Aurora

Hollywood Casino Aurora reported record operating results for
the second quarter of 2002.  The property's net revenues
increased year-over-year by 20.1% to a record $63.1 million,
while EBITDA increased by 28.2% to a record $22.3 million.  The
Aurora casino's EBITDA margin also increased significantly to
35.4% from 33.2% in the second quarter of 2001.

The record operating results of the Aurora casino in the second
quarter of 2002 benefited from the successful completion of the
property's $78 million expansion which was partially open during
the quarter.  The cornerstone of the Aurora expansion is a
spectacular new 53,000 square foot dockside casino that replaced
the property's two original riverboat casinos.  The new dockside
casino was opened in two phases, with the first half opening on
February 15 and the second half opening on June 14, 2002.  The
new dockside casino features over 1,100 slot machines, including
200 brand new machines, and 36 table games, including the only
poker room in Chicago.  The Aurora expansion also included the
opening of a new luxurious buffet which features the latest in
presentation style cooking, a new casino entrance and a new
parking facility that is directly connected to the new casino
via a climate controlled walkway.  The superior quality and
significant additional passenger capacity of the new dockside
facility position the Aurora casino to dramatically increase its
penetration of the largely untapped Chicago gaming market.

The Company continues to be vigilant in exploring potential
operating changes to mitigate the effects of the recent gaming
tax increases imposed by the Illinois legislature.  To date,
changes have been made to staffing levels, the hours of
operation of its food and beverage outlets, the mix of its slot
machines and to marketing programs that are no longer profitable
under the new tax rates.  While the majority of the impact from
these changes will be realized over the next several quarters,
the Company did incur $191 thousand in severance expense in the
second quarter of this year directly related to these
operational changes.

                    Hollywood Casino Shreveport

The Shreveport resort reported $5.8 million in property EBITDA
for the second quarter of 2002 on net revenues of $36.3 million.  
The property's EBITDA for the second quarter was the second
highest in its history and represented a substantial improvement
over the negative $3.6 million in EBITDA it reported in the
second quarter of 2001.  For the first six months of 2002, the
Shreveport resort generated $13.8 million in EBITDA on net
revenues of $74.5 million.  The Shreveport resort's EBITDA for
the first six months of 2002 represented a $21.8 million
improvement over the $8.0 million in negative EBITDA it reported
for the first six months of 2001.

The significant improvement in the operating results of the
Shreveport resort reflects the successful repositioning of the
property.  Last summer, management launched a new business plan
for the facility in response to the difficult operating
conditions it faced in the Shreveport/Bossier City market. The
Company has made tremendous progress in achieving the two
principal goals of the new business plan.  Specifically, the
Company has dramatically reduced the property's operating cost
structure and, at the same time, has continued to make steady
progress in increasing its customer base.

                    Hollywood Casino Tunica

The Tunica casino continues to be a strong relative performer in
the Tunica marketplace.  Second quarter 2002 net revenues for
the property decreased by 3.2% year-over-year while property
EBITDA was flat at $5.3 million.  The property's EBITDA margin
in the second quarter of 2002 increased to 21.7% from the 21.0%
margin achieved in the prior year period. For the six months,
net revenues decreased by 4.0% to $48.2 million in 2002 from
$50.2 million in 2001 while EBITDA increased by 4.8% to $11.1
million in 2002 from $10.6 million in 2001.

The Tunica casino has developed a strong and profitable position
in the Tunica marketplace largely due to:  the superior quality
of its gaming and entertainment product, the property's
consistent and disciplined marketing and operating strategies,
and management's aggressive control of operating costs.

          Pro Forma Earnings Before Non-Recurring Items

The Company reports pro forma fully taxed earnings because a
majority of the equity research analysts that follow the Company
present their earnings estimates on this basis.  Because the
Company continues to have substantial net operating loss
carryforwards available for federal income tax purposes,
research analysts use fully taxed earnings to increase the
relative comparability of Hollywood Casino's operating
performance to that of other gaming companies.

On a pro forma basis, assuming the Company incurred federal
income taxes at a 34% rate, the Company earned $2.2 million, or
$0.08 per diluted share, before non-recurring items in the
second quarter of 2002.  In the second quarter of 2001, the
Company reported a pro forma loss before non-recurring items of
$5.8 million, or a loss of $0.23 per share.  The increase in pro
forma earnings before non-recurring items for the second quarter
of 2002 is due to the substantial increase in the Company's
EBITDA over the prior year period, which was partially offset by
increases in net interest and depreciation expense.  For the
first six months of 2002, the Company reported pro forma
earnings before non-recurring items of $6.2 million, or $0.23
per diluted share.  For the first six months of 2001, the
Company reported a pro forma loss before non-recurring items of  
$12.1 million, or a loss of $0.48 per share.  For the six month
period, the increase in pro forma earnings is also due primarily
to increases in EBITDA for the Aurora and Shreveport properties
over the prior year period.

Non-recurring items excluded in the calculation of pro forma
earnings during 2002 consist of the following:

     --  Accelerated depreciation to write off the book value of
the Aurora property's riverboat casinos over the construction
period of the new facility.  Such accelerated depreciation
amounted to $3.2 million and $9.8 million, respectively, in the
second quarter and six month periods.  With the opening of the
new dockside casino in June 2002, the assets have been fully
depreciated and there will be no further accelerated
depreciation expense;

     --  A $0.8 million loss on affiliate obligations in the
second quarter which reflects an adjustment to the anticipated
repayment of the Company's outstanding receivables from Greate
Bay.  The adjustment to the estimated final recovery was made
due to Greate Bay's settlement with an entity that claimed to be
a creditor which it made in order to expedite the bankruptcy
restructuring;

     --  A $0.3 million write off during the second quarter as a
result of the Company and its joint venture partner's decision
not to proceed with the development of a golf course in
Shreveport;

     --  A $0.7 million positive executive compensation
adjustment in the second quarter to reduce the carrying value of
obligations due to three former executives.

Non-recurring items during 2001 consist of:

     --  Accelerated depreciation of the Aurora property's
riverboats amounting to $9.8 million and $8.6 million,
respectively, in the second quarter and six month periods;

     --  The second quarter loss on retirement of debt of $0.8
million representing the write off of unamortized financing fees
at the Shreveport property in May 2001 when the Company
refinanced its capital lease obligation with a $39 million bond
offering.

                             Net Income

The Company reported a net loss of $0.3 million, or a loss of
$0.01 per share, in the second quarter of 2002 versus a loss of
$16.0 million, or a loss of $0.64 per share, in the second
quarter of 2001.  For the first six months of 2002, the Company
reported net income of $2.3 million, or $0.08 per diluted share,
versus a net loss of $27.7 million, or a loss of $1.11 per
share, in the first six months of 2001.

                            Other Items

Pursuant to the terms of its merger agreement with Penn
National, the Company, unless required by law, will not provide
any further earnings guidance while the transaction is pending.

Hollywood Casino Corporation owns and operates distinctive
Hollywood- themed casino entertainment facilities under the
service mark Hollywood Casino(R) in Aurora, Illinois, Tunica,
Mississippi and Shreveport, Louisiana.

                         *    *    *

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

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

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


KAISER ALUMINUM: Wants to Tap MCC Realty as Real Estate Broker
--------------------------------------------------------------
According Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, Kaiser Aluminum
Corporation, and its debtor-affiliates are considering the
possibility of selling their interest in certain real estate
properties in California, the largest of which is the Kaiser
Center in Oakland, California.  The Kaiser Center is comprised
of a 28-story office building, 3-level mall and a 5-story
garage. The Debtors constructed the Kaiser Center in the 1950s
and in the early 1980s entered into a sale-leaseback with a
nondebtor party. The ownership interests in the Kaiser Center
created by that sale-leaseback transaction remains essentially
the same today.

Mr. DeFranceschi relates that Kaiser Center, Inc., owns a fee
simple interest in the mall and the ground, which is leased to a
nondebtor third party, Newkirk Kalan, L.P.  Newkirk owns the
office building and garage.  Newkirk leases the ground, mall,
office building and garage to Debtor, Alwis Leasing LLC.  Then,
Alwis subleases all of these components to Kaiser Aluminum &
Chemical Corporation.  Kaiser Aluminum & Chemical Corp., in
turn, subleases portions of the center to numerous subtenants.

To this end, Kaiser Aluminum & Chemical Corp. holds two
promissory notes related to the financing of the Kaiser Center:

A. The Zenith Note:  The outstanding principal amount is
   $36,814,182 as of June 30, 2002.  It is secured by a third
   deed of trust encumbering the Kaiser Center's real property
   and improvements; and

B. The ReProp Note:  The outstanding principal amount is
   $50,703,678 as of June 30, 2002.  It is secured by a fourth
   deed of trust encumbering the Kaiser Center's real property
   and improvements.

Mr. DeFranceschi tells the Court that non-debtor affiliate
Kaiser Center Properties also owns a fee simple interest in a
smaller property located at 21st Street and 22nd Street in
Oakland, California -- the Kaiser Center 2.  Kaiser Center
Properties is a California partnership between Kaiser Aluminum &
Chemical Corp. and Kaiser Center, Inc.  Kaiser Center 2 is a
small, uncovered parking lot for monthly parking tenants.

Consequently, the Debtors have determined that in order to
facilitate a successful reorganization, it may be in their best
interest to sell:

* the fee simple and lease interests in the Kaiser Center,

* the interests in the Zenith Note and the ReProp Note and
   related security interests, and

* the fee simple interests in Kaiser Center 2.

By this application, the Debtors seek the Court's authority to
retain MCC Realty Group Inc. as their real estate agent and
broker in connection with the potential sale of these Property
Interests.

The Debtors believe that MCC Realty is particularly well suited
to be their real estate agent and broker with respect to those
Property Interests.  Mr. DeFranceschi points out that Warren
Collins, the principal agent to manage the marketing of the
Property Interests, has more than 24 years of experience in
commercial real estate, primarily in marketing large office
complexes in California.

Mr. Collins is the principal and founder of MCC Realty.  Before
founding MCC Realty, Mr. Collins worked with Cushman &
Wakefield, an international real estate industry service
provider, for 14 years and served as an Executive Director
during his last two years with that company.  While working with
Cushman & Wakefield, Mr. Collins represented Kaiser Aluminum &
Chemical Corp. in a successful sale of its 80-acre industrial
property in Pleasanton, California.

Indeed, the Debtors are confident in Mr. Collins' and MCC
Realty's ability to locate a qualified purchaser for the
Property Interests.

The Debtors expect MCC Realty to:

A. solicit offers for the Property Interests through
   promotional and marketing activities;

B. contact potential purchasers of the Property Interests;

C. assist in the evaluation of offers for the Property
   Interests; and

D. assist in the negotiation of the sale of the Property
   Interests.

For its services, Mr. DeFranceschi relates, MCC Realty will earn
a 1.5% commission on the net sales price of the Property
Interests received by the Debtors.  No retainer has been paid to
MCC Realty for its services under the parties' Engagement
Agreement.  Due to the nature of its services, the Debtors will
not compensate MCC Realty unless and until a transaction
involving the Properties is consummated, pursuant to a Court
order.

Mr. Collins assures the Court that his agency holds no adverse
interest against the Debtors and their estates.  MCC Realty,
however, currently represents a client seeking to purchase a
commercial real estate in southern California whose legal
counsel is Thelen Reid & Priest LLP, one of the Debtors' largest
unsecured creditors. (Kaiser Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KMART: Teachers Retirement Wants Bar Date Extended to August 31
---------------------------------------------------------------
The Teachers Retirement System of Louisiana asks the Court for
additional time to file a Proof of Claim against Kmart
Corporation and its debtor-affiliates, specifically until
August 31, 2002.

Michael J. Greco, Esq., at Oak Park, Illinois, explains that the
Retirement System's principal attorney who is most familiar with
its claims against the Debtors with respect to certain bond
transactions is ill.  I. Walton Bader, Esq., from White Plains,
New York has fallen seriously ill about 10 days before the July
31, 2002 bar date.  Mr. Bader was hospitalized on July 20, 2002.

Mr. Greco states that, until now, Mr. Bader has not yet recover
from his illness.  As a result, Mr. Bader has been indisposed
and unable to work.  Mr. Bader has not been available to the
Retirement System or to Mr. Greco, to guide and direct the
proper and complete preparation of the System's Proof of Claim.

In an effort to preserve the System's rights to assert claims,
Mr. Greco timely filed a Proof of Claim.  However, the
Retirement System is at a severe disadvantage as a result of Mr.
Bader's illness and unavailability.  It should not suffer the
harsh consequences should the filed Proof of Claim turns out to
be insufficient or incorrect.  Mr. Greco assures the Court that
the requested extension will not prejudice the Debtors or the
other creditors nor disrupt the orderly administration of these
cases.

Mr. Greco informs the Court that the Retirement System holds
unredeemed bonds issued on behalf of Kmart Corporation and has
engaged in several sales and purchases of Kmart bonds.  Mr.
Bader handles these bonds and bond transactions. (Kmart
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


KMART CORP: Lexington Warren Demands Prompt Payment of Lease
------------------------------------------------------------
Lexington Warren, LLC, as the successor-in-interest to
Shearson/KM, Inc., demands that Kmart Corporation and its
debtor-affiliates immediately pay their postpetition obligations
that arose under the:

A. September 29, 1982 Lease Agreement; and

B. First Amendment to the Lease Agreement dated November 1,
   1982.

Paula K. Jacobi, Esq., at Sugar, Friedberg & Felsenthal, in
Chicago, Illinois, reminds the Court that Section 365(d)(3) of
the Bankruptcy Code requires that until an unexpired lease of
nonresidential real property is rejected by Court Order, a
debtor must timely perform all obligations arising under the
lease. Also, Section 503(b)(1)(A) allows administration claim
status for actual, necessary cost and expenses of preserving the
estate.

Ms. Jacobi informs the Court that Lexington Warren and the
Debtors entered into the Lease for the Warren Distribution
Center in the City of Warren, Ohio.  The Lease requires the
Debtors to pay a $4,204,375 Basic Rent for the period of October
1, 2001 to March 31, 2002.  The rent will be paid on April 1,
2002.  The Debtors paid pro rata, the rent for January 23, 2002
through March 31, 2002.  However, the Debtors failed to pay the
pro rata rent worth $26,906 for January 22, 2002.

The Debtors are also required to pay any fine, penalty, interest
or cost is added for nonpayment, all taxes, assessments, etc. as
well as all other governmental charges, which are "at any time
prior to or during the term hereof" imposed or levied upon or
assessed against the Premises.

Ms. Jacobi notes that the Lease does not provide that the
Debtors simply reimburse Lexington Warren for the taxes.  The
Lease requires the Debtors to pay the taxes directly.  All tax
bills for the Premises are sent in the name of the Debtors and
are sent directly to the Debtors.  Furthermore, the taxes for
which the Debtors are liable are not pro-rated to coincide with
the terms of the Lease.  The Debtors, therefore, are liable for
taxes that are imposed or levied even before the Lease term
commences.

From and after the Petition Date, the Debtors were obligated to
pay:

* $176,632 in real estate taxes on March 5, 2002; and

* $176,632 in estimated real estate taxes in August 2002;

The Debtors are also obligated to pay $17,663 in Additional
Rent, which is the penalty assessed against the Debtors for not
paying the real estate taxes in March 2002.  Another 10% penalty
was also assessed on August 8, 2002.  Additionally, Ms. Jacobi
informs the Court that Simon Roofing and Sheet Metal Corp. filed
a $197,982 mechanics' lien against the Leased Premises for a
certain roof work.  The lien remains filed against the Leased
Premises.

Under the Lease, the Debtors are further required to pay
interest at over 17.5% in rate as well as prime rate that
accrues on the unpaid Additional rent from the date due until
payment in full is made.  This would include interest that has
and is continuing to accrue on the unpaid Basic Rent and
Additional Rent in unpaid real estate taxes. (Kmart Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


KMART CORP: Touts Continued $2.5 Billion-Strong Cash Position
-------------------------------------------------------------
Kmart Corporation (NYSE: KM), in response to inquiries regarding
its July cash position as reported in the Company's August 14
press release, "Kmart Files Motion to Amend Credit Agreement,"
issued confirmation of its continued strong liquidity position
with approximately $2.5 billion in cash on hand and available
credit under its $2 billion debtor-in-possession credit
facility.

As of July 31, 2002, Kmart's balance sheet cash position is
approximately $1.0 billion. This includes approximately $300
million of store level cash and is before deducting
approximately $250 million of outstanding checks.  Kmart said
that the change in its cash positions during July is primarily
attributable to an increase in inventory on hand, a decline in
its accounts payable balances and payments for expenses related
to its recent store closures.  The Company also reported that in
addition to the $1.0 billion cash balance, it had availability
under its debtor-in-possession facility of $1.5 billion at the
end of July.

Kmart said that it planned to file its July Monthly Operating
Report with the Bankruptcy Court on September 16, 2002 to
coincide with the filing of its Form 10-Q for the second quarter
of 2002.  The Company's earlier August 14 press release, which
reported certain net cash amounts excluding store level cash and
outstanding checks, was issued in connection with a motion filed
yesterday with the US Bankruptcy Court for the Northern District
of Illinois seeking to amend the Company's $2 billion DIP.

Kmart Corporation is a mass merchandising company that serves
America with more than 1,800 Kmart and Kmart SuperCenter retail
outlets.  Kmart in 2001 had sales of $36 billion.


LTV CORP: Copperweld Settles Shelby & Richland Counties' Claims
---------------------------------------------------------------
The City of Shelby in Ohio asserted a real property tax claim
for $261,860.09, and a personal property tax claim for
$1,367,434.74.  The County of Richland in Ohio also asserted a
real property tax claim for $102,949.18, and a personal property
tax claim for $537,601.13.  These claims were asserted against
Copperweld Tubing Products Company, an affiliate of LTV
Corporation.

In a Court-approved stipulation, the City, the County, and
Copperweld agree that:

   -- the real property portion of these two taxing
      agencies' claims will be deemed prepetition in
      nature, and will not qualify for payment as an
      administrative expense of Copperweld's estate; and

   -- Copperweld will pay the personal property portion
      of these tax claims in full satisfaction of the
      personal property tax claims of these taxing
      agencies.

Signatories to the Stipulation are: Alan C. Hockheiser, Esq.,
and Kathryn A. Williams, Esq., at Weltman Weinberg & Reis Co.
LPA, in Cleveland, Ohio, representing the County and the City;
and Leah J. Sellers, Esq., at Jones Day Reavis & Pogue, on
behalf of Copperweld Tubing Products Company. (LTV Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


LAIDLAW INC: Reorganized Enterprise Value Estimated at $2.6BB
-------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates have been advised by
Miller Buckfire Lewis & Co., LLC with respect to the
reorganization enterprise value of New LINC, which MBL estimates
to range between $2,325,000,000 to $2,895,000,000 as of October
31, 2002.  The reorganization equity value was estimated by the
Debtors to be $1,400,000,000 as of an assumed Effective Date of
October 31, 2002, after giving effect to the Debtors' operating
businesses, the expected present value of certain non-operating
assets and the debt balances resulting from the proposed
restructuring at and beyond the Effective Date.

The reorganization equity value reflects current financial
market conditions and assumptions and risks related to the
Projections.

In preparing the estimated reorganization enterprise value, MBL
considered these factors, among others:

   -- certain historical financial information of the Debtors
      for recent years and interim periods;

   -- certain internal financial and operating data of the
      Debtors, including financial projections relating to their
      businesses and prospects;

   -- discussions with certain members of senior management of
      the Debtors relating to the Debtors' operations and future
      prospects;

   -- publicly available financial data and market values of
      public companies that MBL deemed generally comparable to
      the operating businesses of the Debtors;

   -- the financial terms, to the extent publicly available, of
      certain acquisitions of companies that MBL deemed     
      generally comparable to the operating businesses of the
      Debtors;

   -- certain economic and industry information relevant to the
      Debtors' operating businesses; and

   -- certain analyses prepared by other firms retained by the
      Debtors and such other analyses as MBL deemed appropriate.

Although MBL conducted a review and analysis of the Debtors'
businesses, operating assets and liabilities and business plans,
MBL assumed and relied on the accuracy and completeness of all
publicly available information and financial and other
information furnished by the Debtors and by other firms retained
by the Debtors.  In addition, MBL did not independently verify
the assumptions underlying the Projections in connection with
such reorganization enterprise valuation.  No independent
evaluations or appraisals of the Debtors' assets were sought or
were obtained.

Based on a review of the MBL analysis, the Debtors have assumed
that New LINC's estimated reorganization enterprise value will
be $2,610,000,000 billion, the mid-point of the reorganization
enterprise value range estimated by MBL.  In consultation with
MBL and its other advisors, after giving effect to the Debtors'
operating businesses and the proposed debt restructuring, the
Debtors estimated total debt at the Effective Date to be
$1,210,000,000, consisting of:

   -- $44,600,000 in borrowings under the revolving credit
      facility of the Exit Financing Facility;

   -- $875,000,000 of senior secured term indebtedness to be
      incurred in connection with the Exit Financing Facility,
      assuming the Debtors distribute $75,000,000 in Excess Cash
      at the Effective Date and reduce the senior secured term
      indebtedness by a corresponding amount, and subject to
      increase if distributions of Excess Cash are less than
      $75,000,000; and

   -- $293,900,000 in existing indebtedness of New LINC's
      operating subsidiaries.

Estimates of reorganization enterprise value and equity value do
not purport to be appraisals, nor do they necessarily reflect
the values that might be realized if assets were to be sold.  
The estimates of reorganization enterprise value prepared by MBL
assumes that the Reorganized Debtors continue as the owner and
operator of their businesses and assets.  The estimates were
developed solely for purposes of formulation and negotiation of
a plan of reorganization and analysis of implied relative
recoveries to creditors there under.  The estimates reflect
computations of the estimated reorganization enterprise value of
New LINC through the application of various valuation techniques
and do not purport to reflect or constitute appraisals,
liquidation values or estimates of the actual market value that
may be realized through the sale or issuance of any securities
pursuant to the Plan, which may be significantly different from
the amounts set forth herein.  The value of an operating
business is subject to uncertainties and contingencies that are
difficult to predict and will fluctuate with changes in factors
affecting the financial conditions and prospects of such a
business.  As a result, the estimate of reorganization
enterprise and equity value set forth herein is not necessarily
indicative of actual outcomes, which may be significantly more
or less favorable than those set forth herein.  Because such
estimates are inherently subject to uncertainties, none of the
Debtors or any other person assumes responsibility for their
accuracy.

The valuation of the New Common Stock is subject to
uncertainties and contingencies, all of which are difficult to
predict.  Actual market prices of the New Common Stock upon
issuance will depend on, among other things:

   -- conditions in the financial markets;

   -- the anticipated initial ownership interests of prepetition
      creditors, some of which may prefer to liquidate their
      investment rather than hold it on a long-term basis; and

   -- other factors that generally influence the valuation.

Actual market prices of the New Common Stock may also be
affected by the Debtors' history in chapter 11 or by other
factors not possible to predict.  Accordingly, the
reorganization equity value estimated by the Debtors does not
necessarily reflect, and should not be construed as reflecting,
values that will be attained in the public or private markets.  
The equity value described in the analysis does not purport to
be an estimate of the post-reorganization market trading value.  
That trading value may be materially different from the
reorganization equity value estimated by the Debtors and there
can be no assurance that an active trading market will develop
for the New Common Stock. (Laidlaw Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LAIDLAW GLOBAL: Has Until September 10 to Meet AMEX Standards
-------------------------------------------------------------
Laidlaw Global Corporation (Amex: GLL) stated in a release dated
August 13, 2002 that it received notice from the American Stock
Exchange Staff, dated August 9, 2002, notifying the Company that
it accepted the Company's plan of compliance and granted the
Company an extension of time to regain compliance with the
continued listing standards.  Supplementing the August 13, 2002
release, Laidlaw states that the acceptance by the Exchange is
conditional and that in addition to updates, no less frequently
than quarterly, and periodic review by the Exchange, Laidlaw
must, by September 10, 2002, provide proof of receipt of funds
in line with its proposed business plan and operational needs
and resolve or take substantial steps to resolve any open issues
relating to listing additional shares as currently before the
Exchange.  Failure to fulfill these requirements may result in
delisting by the Exchange.


LODGIAN INC: Matrix Demands Prompt Decision on Master Lease Pact
----------------------------------------------------------------
Jammy D. Drakos, Esq., at Eschen & Frenkel LLP, in Bay Shore,
New York, recounts that on June 10, 1999, Matrix Funding
Corporation and Lodgian, Inc., together with its debtor-
affiliates, entered into a Master Lease Agreement under which
the Debtors leased computer Software and hardware.  However, the
Debtors have failed to pay the installments due under the lease.
Despite the default, the Debtors remain in possession of the
Property, and continue to use the Property, without providing
any compensation whatsoever to Matrix.

The Debtors should be compelled to either assume the Lease and
compensate Matrix for its losses, including attorney fees and
costs, or reject the Lease and return the Property to Matrix.
Furthermore, the automatic stay should be vacated in order to
permit Matrix to recover its property.

Ms. Drakos explains that the Debtors defaulted under the Lease
by failing to make payments due on February 1, 2002 and
thereafter. The monthly payment is $111,468.74.  As of April 1,
2002, the total debt owed to Matrix was $1,266,292.70, excluding
interest, reasonable attorneys' fees and costs.

Pursuant to Sections 365(d)(2) and 365(b)(1) of the Bankruptcy
Code, Matrix asks the Court to compel the Debtor to assume or
reject the Lease within a specified period of time.  
Furthermore, Matrix seeks the Court's permission to enforce its
rights under the Lease and repossess the Property so that it may
be sold in a reasonable manner, allowing Matrix to mitigate its
damages.

According to Ms. Drakos, the Debtors refuse to assume or reject
the Lease and refuse to surrender the Property to Matrix.  The
value of the Property depreciates daily, necessitating a speedy
resolution, either with respect to the assumption or rejection
of the Lease or, alternatively, granting the movant relief from
the automatic stay imposed by Section 362(a) of the Bankruptcy
Code.

Should the Debtors elect to assume the Lease, the Debtors must
cure all defaults and compensate Matrix for its pecuniary
losses, including but not limited to attorneys' fees and costs.  
Should the Debtors choose to assume the Lease then, the Debtors
must pay all postpetition installments through the date of the
assumption of the Lease.

Ms. Drakos reports that the Debtors have failed to offer any
adequate protection to Matrix.  The daily depreciation of the
Property has caused, and will continue to cause, Matrix to
suffer irreparable harm.  As a result, the Debtors' postpetition
use of the Property should be conditioned upon the Debtors
providing adequate protection to Matrix.  Pursuant to Section
361 of the Bankruptcy Code, adequate protection may include
periodic cash payments of the monthly installments due under the
Lease, and a lien on any of the Debtors' unencumbered assets,
naming Matrix as the lienor.

Moreover, Ms. Drakos argues that the Debtors should be directed
to pay the lease payments until the Lease is either assumed or
rejected.  Additionally, these sums should be deemed an allowed
on-going administrative claim.  Accordingly, due to Debtors'
exclusive use and possession of the Property, the Debtor should
be required to make the Lease payments as an administrative cost
of preserving its estate.  Should the Debtors reject or fail to
assume the Lease and cure the arrears within a reasonable time
frame, Ms. Drakos asserts that Matrix is entitled to an order
granting relief from the automatic stay.

Ms. Drakos points out that Matrix's interest is in jeopardy and
not adequately protected, thereby warranting relief from the
automatic stay.  The Debtors should not be permitted to continue
to benefit from its use and possession of the Property without
providing Matrix adequate protection, to wit, periodic cash
payments, as well as proof of adequate insurance of the
Property.

Ms. Drakos contends that the Debtors do not have an equity
interest in the Property.  The Property remains the sole assets
of Matrix under the Lease, and the Debtors have no legal or
equitable title, only a temporary possessory interest.  
Moreover, the Property is not necessary for the Debtor's
effective reorganization, because the Debtors do not intend to
reorganize. (Lodgian Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MRS. FIELDS: S&P Further Junks Rating Over Constrained Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on specialty food retailer Mrs. Fields Original Cookies
Inc. to triple-'C' from triple-'C'-plus based on the company's
very constrained liquidity position and payment default risk.
The outlook is negative. Salt Lake City, Utah-based Mrs. Fields
had $152 million total debt outstanding as of June 29, 2002.

"The company's poor liquidity position is due to its having only
$1.9 million in cash and $8.8 million outstanding on its
revolving credit facility as of June 29, 2002, which reduces to
$7.0 million on Aug. 31, 2002, and $6.0 million on Sept. 30,
2002," Standard & Poor's credit analyst Robert Lichtenstein
said. "Moreover, the company has a $7.1 million interest payment
due on Dec. 1, 2002."

"We expect that, in the current economic environment, Mrs.
Fields will be challenged to stem its sales decline," Mr.
Lichtenstein added. "If Mrs. Fields is unable to generate
positive cash flow and arrange for alternative financing, the
rating could be lowered."

Standard & Poor's said Mrs. Fields' operating performance has
been negatively affected by the general economic downturn, which
led to a decrease in mall traffic. Most of the Mrs. Fields'
stores are located in shopping malls. Moreover, performance at
Wal-Mart locations has been well below expectations, causing the
company to enter into discussions with Wal-Mart to obtain a
release from its locations. The company expects to incur
significant costs associated with the closing and exiting of
these locations.

EBITDA fell 28% to $9.2 million in the first half of 2002, as
comparable-store sales decreased 1.7%. As a result, credit
measures weakened, with EBITDA coverage of interest at only 1.1
times for the 12 months ended June 29, 2002, from 1.6x in the
comparable period of 2001.


M-TEC CORP: Records Will Be Destroyed A Year After Confirmation
---------------------------------------------------------------
              Notice of Destruction of Records
    Chapter 11 Bankruptcy Cases, District of South Carolina


     M-tec Corporation                  (Case # 01-07258-W)
     RM Engineered Products, Inc.       (Case # 01-07261-W)
     Southern Manufacturing, Inc.       (Case # 01-07260-W)
     Elastomer Technologies Group, Inc. (Case $ 01-07257-W)
     Dynex, Inc.                        (Case # 01-07259-W)
     
All of the books and records, including those relating to
employees, for the above companies will be destroyed after one
year following the Bankruptcy Plans' confirmation date of June
17, 2002.  In the event a party in interest or an employee
wishes to retrieve his/her/its records, they will be made
available by the Disbursing Agent. If no such requests are
received, then the Disbursing Agent is authorized to destroy
those records, and the Debtors shall not be liable for any
further responsibility or liability to the party in interest or
the employee, for retention of the records for any causes of
action as a result of the employment with Debtors or otherwise.
The requesting party will pay a shipping and handling fee.
Please submit written requests to the Disbursing Agent (Donald
Hildebrand, RM Engineered Products, Inc., 2154 N. Center St.,
Suite B204, North Charleston, SC 29406).


MTI TECHNOLOGY: Commences Trading on Nasdaq SmallCap Market
-----------------------------------------------------------
MTI Technology Corp. (Nasdaq:MTIC), a provider of enterprise
storage solutions, announced that its common stock began trading
on The Nasdaq SmallCap Market, effective at the opening of the
market on Aug. 16, 2002.

MTI had been advised by Nasdaq that it retained the ticker
symbol "MTIC" and that investors should experience no material
differences in how they would obtain stock price quotes
resulting from the transfer to the SmallCap Market.

MTI received a letter from Nasdaq on Aug. 14, 2002 approving
MTI's request to transfer the listing of its common stock from
The Nasdaq National Market to the SmallCap Market. MTI had
applied for the market transfer after it was notified by Nasdaq,
as previously disclosed, that it did not meet the minimum bid
price requirement for continued listing on the NNM.

As a result of the transfer, MTI has until Nov. 26, 2002 to
comply with the minimum bid price requirement of the SmallCap
Market, which requires MTI to maintain a $1 minimum bid price
for a minimum of 10 consecutive trading days.

MTI may be eligible for an additional 180-day grace period
beyond Nov. 26, 2002 in order to comply with the $1 minimum bid
price requirement if MTI meets the other, more stringent initial
listing requirements for the SmallCap Market.

If MTI has not met the minimum bid price requirement at the
expiration of all grace periods, the common stock may be subject
to delisting from the SmallCap Market, in which event MTI's
securities might be quoted in the over-the-counter market.

MTI's mission is to provide Continuous Access to Online
Information(SM) through fault-tolerant, cross-platform data
storage servers for the enterprise. MTI develops, manufactures,
sells and services data server solutions for Global 2000
companies on a worldwide basis.

With headquarters in Anaheim, MTI offers services and support
from offices in the United States and Europe and complies with
ISO 9001 quality system standards. For more information, visit
MTI's Web site at http://www.mti.com


METROMEDIA: Must Resolve Liquidity Issues to Shun Bankruptcy
------------------------------------------------------------
Metromedia International Group, Inc. (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, reported operating results for the second
quarter ended June 30, 2002.

For the three months ended June 30, 2002, the Company reported a
net loss attributable to common stockholders of $22.2 million on
consolidated revenues of $77.2 million. This compares to a net
loss attributable to common stockholders of $26.2 million on
consolidated revenues of $76.5 million for the quarter ended
June 30, 2001. For the six months ended June 30, 2002, the
Company reported a net loss attributable to common stockholders
of $43.1 million on consolidated revenues of $142.8 million.
This compares to a net loss attributable to common stockholders
of $56.3 million on consolidated revenues of $161.6 million for
the six months ended June 30, 2001.

The 2001 results included goodwill amortization of $4.0 million
for the three months ended June 30, 2001 and $8.5 million for
the six months ended June 30, 2001, which is excluded in the
2002 financial results due to the adoption of Statement of
Financial Accounting Standards ("SFAS") No. 142. As a result, on
a pro forma basis, adjusted to reflect the adoption of SFAS No.
142 effective January 1, 2001, net loss per share would have
been $0.24 and $0.48 for the three and six months period ended
June 30, 2001, respectively.

             Liquidity Issues and Restructuring Update

The Company had corporate cash of $17.0 million and $16.2
million as of June 30, 2002 and July 31, 2002, respectively.

Based on the Company's current existing cash balances and
projected internally generated funds, the Company does not
believe that it will be able to fund its operating, investing
and financing cash flows through the remainder of 2002. In
addition, the Company currently projects that its cash flow and
existing capital resources, net of operating needs, might not be
sufficient without external funding or cash proceeds from asset
sales, or a combination of both, to make the $11.1 million
September 30, 2002 interest payment on the Senior Discount
Notes. As a result, there is substantial doubt about the
Company's ability to continue as a going concern.

The Company has consummated certain asset sales and continues to
explore possible asset sales to raise additional cash and has
been attempting to maximize cash repatriations by its business
ventures to the Company. The Company has also held negotiations
with representatives of holders of its Senior Discount Notes in
an attempt to reach an agreement on a restructuring of its
indebtedness in conjunction with proposed asset sales and
restructuring alternatives. To date, the Company and
representatives of noteholders have not reached an agreement on
terms of a restructuring. The Company cannot make any assurance
that it will be successful in raising additional cash through
asset sales or through cash repatriations from its business
ventures, nor can it make any assurance regarding the successful
restructuring of its indebtedness.

If the Company were not able to resolve its liquidity issues,
the Company would have to resort to certain other measures,
including ultimately seeking bankruptcy protection.

In March 2002, the Company engaged a financial advisor to manage
the sale of Snapper. During the past eight weeks, the Company
has spent substantial time negotiating a sale transaction with
third parties; however, the Company has not been able to reach a
definitive agreement on terms that management and the Board of
Directors have determined to provide reasonable and adequate
value to the Company. Therefore, management is currently
evaluating alternative strategies associated with the Company's
investment in Snapper. Accordingly, there can be no assurance
that a sale transaction will be consummated in the near term.

The Communications Group:

For the three and six months ended June 30, 2002, the
Communications Group reported consolidated revenues of $26.9
million and $60.9 million, respectively, as compared to $31.4
million and $64.6 million in consolidated revenues for the three
and six months ended June 30, 2001, respectively. The principal
reason for the decrease in revenues is associated with the fact
that in the three months ended June 30 2002, we followed the
equity method of accounting for the Teleport-TP business;
whereas during 2001 and the three months ended March 31, 2002 we
had followed the consolidated method of accounting for this
business.

The Company is no longer providing "Combined Basis" financial
results of its business operations. Accordingly, in order to
provide additional insight into the Company's business
operations, the Company is including the following information
regarding the operating results of the more significant business
ventures in its Communications Group. Operating results for
consolidated business ventures do not include the effects of
pushdown accounting for goodwill and intangible amortization.
Operating results for business ventures accounted for on the
equity method of accounting include the amortization of goodwill
and license fees that are included as part of the Company's
related investments.

PeterStar Consolidated Business Venture:

PeterStar, in which the Communications Group owns a 71% indirect
interest, operates a fully digital, city-wide fiber optic
telecommunications network in St. Petersburg, Russia. PeterStar
provides integrated, high quality, telecommunications services
with modern digital transmission switching and transmission
equipment, including local, national and international long
distance, data and Internet access and value-added services, to
businesses in St. Petersburg.

PeterStar revenues increased for the three months ended June 30,
2002 compared to the same period in 2001 due to growth in the
underlying business and residential services. PeterStar
experienced strong growth of its subscriber base as a result of
its aggressive sales effort and the general improvement of
economic conditions in St Petersburg. In comparison with second
quarter of 2001, PeterStar has had a shift of its product mix to
data services and rapidly developing dial-up Internet access. In
addition, growth in revenues in 2002 resulted from better
utilization of spare capacity and higher transit revenues, which
typically bear a lower margin. Gross margins increased in 2002
over 2001 due to the increase in revenue and certain cost
savings from channel and long distance providers, which
compensated for the downward rate pressure from competition. The
increase in SG&A compared to second quarter 2001 is mainly due
to variance in bad debt provision, which was increased this year
to reflect longer terms of payment on certain wholesale
contracts.

PeterStar revenues for the six months ended June 30, 2002
increased compared to the same period last year due to growth in
the underlying business and residential services. The revenue
increase was partially offset by the expected loss of mobile
traffic revenues to a competitor in late 2000 and early 2001.
First quarter 2001 revenues included approximately $0.4 million
of mobile traffic revenue that was in the process of switching
over to the competitor. Gross margins were negatively impacted
by the aforementioned loss of high margin mobile traffic
revenue. The decrease in SG&A is principally due to lower
management fees and staff reductions.

Comstar Equity Business Venture:

Comstar, in which the Communications Group owns a 50% interest,
operates a fully digital, fiber optic telecommunications network
in Moscow, Russia. Comstar provides integrated, high quality,
digital telecommunications services with modern transmission
equipment, including local, national and international long
distance and value-added services, to businesses in Moscow.

Comstar revenues decreased for the three months ended June 30,
2002 in comparison to the same period last year. The decrease in
revenues is due to continued reductions of long distance tariffs
to match competition offset by increases in data services and
line rentals. Gross margin remained constant at $9.2 million
despite this reduction in revenues. SG&A expenses decreased in
2002 due to decreases in advertising and marketing costs.

Revenues for the six months ended June 30, 2002 decreased by
4.5% as compared to the prior year. Gross margin also decreased,
but by a lesser degree due to the reduction of sales offset by
cost reductions for terminating traffic. SG&A expenses decreased
in 2002 due to savings in advertising and marketing, salaries
and wages and security expenses.

Magticom Equity Business Venture:

Magticom, in which the Communications Group owns a 34.3%
indirect interest, operates and markets mobile voice
communication services to private and commercial users
nationwide in the Republic of Georgia. Magticom's network
operates and offers services using GSM standards utilizing both
the 900 MHz and 1800 MHz spectrum range.

Magticom revenues increased in the three and six-month periods
ended June 30, 2002 compared to the same periods in the prior
year due to strong growth in subscribers. Magticom is currently
the market leader in Georgia having the highest subscriber count
as well as the largest country coverage area estimated at 87%
coverage and 73% market share. Gross margins for the six months
ended June 30, 2002 increased by 25.9% due to the strong sales
growth and the Company's ability to leverage the fixed costs of
operating the network. Major fixed expenses are rental and
maintenance of the base stations, a portion of the local
interconnect and 3rd party network support. SG&A decreased by
$0.5 million for the six months ended June 30, 2002 compared to
the same period in the prior year due to a reduction of one time
sales and marketing expenses that were incurred in the prior
year.

                              Snapper

Snapper, the Company's manufacturer of lawn and garden
equipment, reported revenues of $50.3 million for the three
months ended June 30, 2002 compared to $45.1 million for the
same period in 2001. The increase in Snapper revenues on a year-
over-year basis is primarily attributable to $3.4 million of
higher riding mower sales to Wal-Mart due to Wal-Mart shifting
more shipments into the second quarter and $1.4 million higher
riding mower sales to dealers due to a later selling season
start-up.

Snapper's sales for the six months ended June 30, 2002 were
$81.9 million compared to $97.0 million for the same period in
2001. Sales of lawn and garden equipment contributed the
majority of the revenues during both periods. The substantial
decrease in the six months 2002 sales were principally the
result of reduced demand from Wal-Mart, of $10.1 million. The
remaining decrease in sales was attributable to unfavorable
weather patterns for sales of snow throwers and timing of parts
shipments to dealers.

Since it is possible that Snapper will not remain in compliance
with its financial covenants during the next four calendar
quarters under its primary credit facility, the Company
continues to classify, as required under generally accepted
accounting principles, all of Snapper's debt to its lenders
under the credit facility as a current liability. The Company
may seek amendments to certain financial covenants of Snapper
for future fiscal periods, and, although it has obtained similar
amendments in the past, the Company cannot be assured that any
such amendments will be obtained.

Snapper was in compliance with its bank financial covenants as
of June 30, 2002. In addition, as of June 30, 2002 and July 31,
2002, the amount drawn on the Snapper credit facility was $31.0
million and $28.9 million, respectively. Further, the amount
that was available to Snapper under its credit facility for
their working capital needs was $15.2 million and $13.7 million
as of June 30, 2002 and July 31, 2002, respectively.

                         Conference Call

The Company decided not to have a conference call associated
with the release of its second quarter 2002 financial results.
Management concluded that a conference call was not essential at
this stage due to both the proximity of our 2002 shareholder
meeting (held June 27, 2002) and the pressing business issues in
which the executive officers are engaged in the Company's
overall strategy to improve the liquidity and the capital
structure of the Company.

               Filing of our Form 10-Q Quarterly Report

On August 14, 2002, the Company filed a notification with the
Securities and Exchange Commission that it would not be able to
complete the filing of its Form 10-Q quarterly report for the
quarter ended June 30, 2002 within the prescribed time period.
The Company anticipates that it will be able to complete the
filing of the Form 10-Q quarterly report within the prescribed
extended time period.

Metromedia International Group, Inc., is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States, China and other emerging markets. These
include a variety of telephony businesses including cellular
operators, providers of local, long distance and international
services over fiber-optic and satellite-based networks,
international toll calling, fixed wireless local loop, wireless
and wired cable television networks and broadband networks, FM
radio stations, and e-commerce.

The Company also owns Snapper, Inc., Snapper manufactures
premium-priced power lawnmowers, garden tillers, snow throwers,
utility vehicles and related parts and accessories.


NII HOLDINGS: Reports Net Loss of $391MM for Second Quarter 2002
----------------------------------------------------------------
NII Holdings, Inc., previously known as Nextel International,
announced its consolidated financial results for the second
quarter of 2002 including consolidated operating revenues of
$193.9 million and $37.0 million in consolidated operating cash
flow (income (loss) before interest, taxes, depreciation and
amortization and other charges determined to be non-recurring in
nature, such as reorganization items and impairment,
restructuring and other charges). The Company also reported
consolidated operating income of $6.9 million for the second
quarter of 2002 and $9.3 million year-to-date as detailed in the
attached table. In addition, NII Holdings ended the quarter with
approximately 1.23 million global proportionate subscribers.

NII's second quarter operating cash flow of $37.0 million
represents a $12.0 million increase over the operating cash flow
of $25.0 million for the first quarter of 2002, and a $70.5
million increase over the operating cash flow loss of $33.5
million for the same period in 2001.

Capital expenditures were $34.8 million in the second quarter of
2002, a decrease of 50 percent from the $69.3 million reported
in the first quarter of 2002, and a decrease of 80 percent from
the $173.9 million reported in the second quarter of 2001.

While the Company reported a net loss of $391.2 million for the
six months ended June 30, 2002, the net loss was primarily
attributable to non-operating expenses. These non-operating
expenses included a $123.4 million non-cash write-off of
unamortized discounts and debt financing costs related to the
Company's senior redeemable notes, $130.5 million in foreign
currency transaction losses, primarily related to the Company's
operations in Argentina, and the accrual of interest on the
Company's senior redeemable notes prior to its Chapter 11 filing
on May 24, 2002.

"Although we have recently undertaken a financial restructuring
in the U.S., our operations in Mexico, Peru, Brazil and
Argentina have continued to perform solidly on all key metrics
each quarter during the past year, and more importantly we
continue to meet and exceed our planned cash conservation
targets, " said Steve Shindler, CEO of NII Holdings. The Company
ended the quarter with $125.5 million of reported consolidated
cash and cash equivalents.

On May 24, 2002, NII Holdings, Inc. and NII Holdings (Delaware),
Inc., filed voluntary petitions for relief under Chapter 11 of
the Bankruptcy Code, in the United States Bankruptcy Court for
the District of Delaware. On June 14, 2002, NII filed their
original Joint Plan of Reorganization, which was most recently
revised and filed on July 31, 2002. Additionally, on June 27,
2002, NII filed their original Disclosure Statement, which was
most recently revised and filed on July 31, 2002. On August 8,
2002, NII began soliciting its existing creditors for approval
of its Plan of Reorganization. None of NII's foreign
subsidiaries have filed for Chapter 11 reorganization. While
NII's U.S. companies that filed for Chapter 11 are operating as
debtors-in-possession under the Bankruptcy Code, its foreign
subsidiaries will continue operating in the ordinary course of
business during the Chapter 11 process, providing continuous and
uninterrupted wireless communications services to existing and
new customers.

NII Holdings, Inc., formerly known as Nextel International, is a
substantially wholly owned subsidiary of Nextel Communications
(Nasdaq:NXTL). NII has operations in Mexico, Brazil, Peru,
Argentina, Chile and the Philippines. NII offers a fully
integrated wireless communications tool with digital cellular,
text/numeric paging, wireless Internet access and Nextel Direct
Connectr, a digital two-way radio feature. Visit the Web site at
http://www.nextelinternational.com  


NTL INC: Committee Turns to UBS Warburg for Financial Advice
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving NTL Incorporated and its debtor-
affiliates, obtained approval from the U.S. Bankruptcy Court for
the Southern District of New York to engage UBS Warburg LLC as
its financial advisor, nunc pro tunc to June 24, 2002.

The Official Committee retains UBS Warburg -- at the Debtors'
expense -- as its financial advisor to:

     b) advise and assist the Official Committee in the Official      
        Committee's evaluation of the assets and liabilities of
        the Debtors;

     c) advise and assist the Official Committee in the Official      
        Committee's review and analysis of the financial and
        operating statements of the Debtors;

     d) advise and assist the Official Committee in the Official
        Committee's review and analysis of the business plans
        and forecasts of the Debtors;

     e) provide such specific financial analyses to the Official
        Committee as the Official Committee may require in
        connection with the Debtors' chapter 11 cases;

     f) assist the Official Committee with the claim resolution
        process and distributions relating thereto;

     g) advise and assist the Official Committee in the Official
        Committee's assessment of the financial issues and
        options concerning:

         i) the sale of any assets of the Debtors, either in
            whole or in part, and

        ii) the Plan;

     h) advise and assist the Official Committee in the
        preparation, analysis and explanation of the Plan to
        various constituencies; and

     i) provide testimony in court on behalf of the Official
        Committee, if necessary, with respect to the financial
        aspects of the Plan.

UBS Warburg will receive a $500,000 monthly cash advisory fee
for the first three months of the engagement.  After that, the
advisory fee will be reduced to $350,000 per month, and 50% of
that will be credited against a multi-million dollar
Restructuring Transaction Fee.

NTL is the largest cable television operator and a leading
provider of business and broadcast services in the UK, and the
owner of 100% of Cablecom in Switzerland and Cablelink in
Ireland. Kayalyn A. Marafioti, Esq., Jay M. Goffman, Esq., and
Lawrence V. Gelber, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP represent the Debtors in their U.S. Bankruptcy
proceedings and Jeremy M. Walsh, Esq., at Travers Smith
Braithwaite serves as U.K. Counsel. At December 31, 2001, the
Company's books and records reflected, on a GAAP basis,
$16,834,200,000 in total assets and $23,377,600,000 in
liabilities.


NATIONAL WINE: S&P Revises Outlook on B+ Corp Rating to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook
for distributor of wine and spirits, National Wine & Spirits
Corp. to negative from stable.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating for Indianapolis, Indiana-based National
Wine. About $110 million of total debt was outstanding at June
30, 2002.

"The outlook change follows National Wine's recent disclosure of
Pernod Ricard's notification that it will terminate the
company's distribution rights for its brands in Illinois.
Improvement in National Wine's U.S. Beverage division with the
2002 addition of Seagram Coolers and Grolsch beer is expected
to, over time, offset the loss of the Illinois distribution
revenues," said Standard & Poor's credit analyst Nicole Delz
Lynch.

Nevertheless, the Pernod Ricard business totaled $44 million or
about 6% of fiscal 2002 sales, and uncertainty remains as to how
quickly the loss of cash flow from this business can be
replaced. Additionally, Diageo and Schieffelin & Somerset
announced they would not be making any decisions about
distribution rights in Indiana, Illinois, and Michigan until
after Jan. 1, 2003, following a previously announced national
review of its alcoholic beverage distributors, reflecting
ongoing consolidation in the industry.

Whereas the distribution business was once highly fragmented,
consolidation has led to strong defendable market shares by two
or three companies in the states where National Wine competes.
Suppliers continue to prefer to use fewer and more sophisticated
distributors. Further loss of distribution rights and inability
to replace lost revenues with distribution of competing
suppliers' brands could negatively affect National Wine's credit
measures. National Wine is a distributor of wine and spirits in
Indiana, Illinois, and Michigan, as well as Kentucky through a
25% stake in a distribution company there.

Debt leverage is high; total debt to EBITDA was about 4.0 times  
and EBITDA coverage of interest expense was 2.3x for the fiscal
year ended March 2002. Operating cash flow is expected to be
sufficient to cover modest maintenance capital expenditures.
Additionally, a $60 million revolving credit facility and the
absence of any debt amortization payments in the near term
provide financial flexibility. Standard & Poor's expects
acquisition activity if any, to be modest.

Inability to fully replace lost revenues associated with the
loss of the Pernod Ricard business in Illinois could negatively
affect National Wine's credit measures. Standard & Poor's also
remains concerned about the outcome of Diageo's distributor
review and potential impact on National Wine & Spirits'
business.


NATIONSRENT INC: D. Clark Ogle Hired as Chief Executive Officer
---------------------------------------------------------------
NationsRent, Inc. (NRNQE), announced that D. Clark Ogle has been
selected as its Chief Executive Officer, subject to approval by
the United States Bankruptcy Court for the District of Delaware.
The Company also announced that Philip V. Petrocelli, the
interim CEO during the executive search process, will remain as
President and Chief Operating Officer. Earlier this year, the
Company filed with the Bankruptcy Court a plan of reorganization
and related disclosure statement, following the December 17,
2001 filing of a voluntary petition to restructure the Company's
debt under chapter 11 of the United States Bankruptcy Code.

Mr. Ogle, a veteran at restructurings, is credited with at least
five similar successful turn-arounds, including, most recently,
with Johnston Industries, Inc., a textile company with annual
revenues of approximately $300 million. Commencing in 1998, Mr.
Ogle served as President and Chief Executive Officer of Johnston
Industries, which employs 2,200 people in 11 plants located in
three states.  Mr. Ogle's efforts resulted in a restructuring of
Johnston Industries' operations, significantly reducing bank
debt, and the successful privatization of the company with a new
investment group.

From 1996 to 1998, Mr. Ogle was a managing director at KPMG Peat
Marwick, LLP, where he had been recruited to lead the national
consulting recovery practice for the U.S. retail and wholesale
food industry. Prior to joining KPMG, Mr. Ogle was President and
Chief Executive Officer of several large multi-operational
companies, including WSR Corporation, the fifth largest retailer
of automobile parts in the United States.

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates over 235 locations in 26 states. NationsRent
branded stores offer a broad range of high-quality construction
equipment with a focus on superior customer service at
affordable prices with convenient locations in major
metropolitan markets throughout the U.S. More information on
NationsRent is available on its home page at
http://www.nationsrent.com


OSE USA: Equity Deficit Reaches $30 Million at June 30, 2002
------------------------------------------------------------
OSE, USA, Inc. (OTCBB:OSEE), reported its results for the second
quarter ended June 30, 2002.

Revenues for the three and six month periods ended June 30, 2002
were $2,679,000 and $5,167,000, respectively, compared with
revenues of $3,152,000 and $6,766,000 for the same periods one
year ago. The Company reported a net loss applicable to common
stockholders of $3,332,000 for the second quarter of 2002,
compared with a net loss applicable to common stockholders of
$2,375,000 for the second quarter of 2001. For the first six
months of 2002, the Company reported a net loss applicable to
common stockholders of $5,705,000 compared with a net loss
applicable to common stockholders of $4,614,000 for the first
six months of 2001. The operating results for the three and six
months periods ended June 30, 2002 included a $1,400,000
cumulative effect of a change in accounting principle resulting
from the goodwill impairment loss recognized as part of the
implementation of SFAS 142. Excluding the effect of the
accounting change, net loss applicable to common stockholders
for the three months period ended June 30, 2002 was $1,932,000.
For the six-month period ended June 30, 2002, excluding the
effect of the accounting change, net loss applicable to common
stockholders was $4,305,000.

Revenues for the three and six month periods ended June 30, 2002
for the Company's manufacturing segment were $1.3 million and
$2.8 million, respectively, compared with $1.9 million and $4.4
million for the comparable periods in the prior fiscal year.
Revenues for the three and six month periods ended June 30, 2002
for the distribution segment were $1.4 million and $2.4 million,
respectively, compared with $1.2 million and $2.4 million for
the comparable periods in the prior fiscal year.

Founded in 1992 and formerly known as Integrated Packaging
Assembly Corporation (IPAC), OSE USA, Inc., is the nation's
leading onshore advanced technology IC packaging foundry. In May
1999 Orient Semiconductor Electronics Limited, one of Taiwan's
top IC assembly and packaging services companies, acquired
controlling interest in IPAC, boosting its US expansion efforts.
The Company entered the distribution segment of the market in
October 1999 with the acquisition of OSE, Inc.  In May 2001 IPAC
changed its name to OSE USA, Inc., to reflect the company's
strategic reorganization.

San Jose-based OSE USA delivers competitive cost and quality in
moderate volumes with fast cycle times relative to its offshore
competitors. The company's close proximity to its customers
allows OSE USA to provide dynamic, quick-response, application-
specific packaging solutions to customers worldwide. The
company's latest services include Micro Lead frame, Flip Chip,
and Chip-Scale package assembly and manufacturing.

OSE USA offers these services to support its customers'
engineering, pre-production, low volume production and hot lot
requirements. The company will continue to develop and lead in
the areas of microelectronic packaging technology in the design,
packaging, and electrical testing industry. OSE USA's customers
include IC design houses, OEMs, and manufacturers. For more
information, visit OSE USA's Web site at: http://www.ose-usa.com
or contact Chris Ooi at 408/321-3629 about these services.

OSE USA's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $30.6 million, and a
working capital deficiency of about $25 million.


PNC COMMERCIAL: Fitch Affirms Junk Rating on Class N P-T Certs.
---------------------------------------------------------------
PNC Commercial Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates, series 2000-C1, $8 million class N,
currently rated 'CCC', is affirmed and removed from Rating Watch
Negative by Fitch Ratings. Fitch also affirms the following
classes: $132.9 million class A-1, $460.7 million class A-2 and
interest only class X at 'AAA', $34 million class B at 'AA', $34
million class C at 'A', $10 million class D at 'A-', $26 million
class E at 'BBB', $12 million class F at 'BBB-', $12 million
class G at 'BB+', $18 million class H at 'BB', $8 million class
J at 'BB-', $7 million class K at 'B+', $8 million class L at
'B' and $7 million class M at 'B-'. The rating affirmations
follow Fitch's annual review of this transaction, which closed
in June 2000.

The removal of Rating Watch Negative on class N is the result of
new information regarding expected losses on the loans of
concern.

Currently, seven loans are specially serviced (2.8%). Four loans
(2.2%) have exposure to Kmart, of which two (0.7%) are in
special servicing. These two are cross-collateralized and cross-
defaulted and consist of stand alone Kmart stores. Kmart has
rejected one lease (0.3%). Both loans recently transferred to
GMAC Commercial Mortgage Corp, the special servicer, after the
borrower requested debt service forbearance. Another specially
serviced loan (0.7%), located in Columbus, OH, is affected by
tenant bankruptcy with a vacant Regal Cinema. GMAC has filed for
foreclosure and collected the lease guaranty from Regal. GMAC
has also filed foreclosure on another loan (0.1%), which is
backed by an owner occupied industrial property. This loan and
the loan securing the former Regal Cinema are expected to incur
losses. The three additional specially serviced loans (1.3%) are
expected to be brought current and return to the master
servicer.

As of the August 2002 distribution date, the pool's aggregate
principal balance has been reduced by 2.4% to $781.9 million
from $801 million at issuance. No loans have paid off since
closing. The deal benefits from diversified geographic and
property type concentrations with the largest being CA (13.6%)
and retail (30.3%) respectively.

Midland Loan Services, the master servicer, provided year-end
2001 operating statements for 94.6% of the outstanding balance.
The YE 2001 weighted average debt service coverage ratio is 1.53
times compared to 1.60x in YE 2000 and 1.46x at closing for
90.6% loans that reported YE statements in 2000 and 2001. There
are three loans (0.6%) with DSCRs below 1.0x.

Fitch analyzed the performance of the entire pool. Given the new
information on expected losses, combined with overall stable
pool performance, Fitch removed class N from Rating Watch
Negative and affirms all ratings. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


PHAR-MOR INC: Secures Exclusivity Extension Until October 21
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District
of Ohio, Phar-Mor, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until October 21, 2002, the exclusive right to file
their plan of reorganization and until December 19, 2002 to
solicit acceptances of that Plan.

Phar-Mor, Inc., a retail drug store chain, filed for Chapter 11
Protection on September 24, 2001.  In July 2002, The Ozer Group
and Hilco Merchant Resources launched GOB sales at the Company's
73 store locations.  Michael Gallo, Esq., at Nadler, Nadler and
Burdman represents the Debtors.  


PRODEO TECHNOLOGIES: Commences Chapter 11 Proceeding in Arizona
---------------------------------------------------------------
Prodeo Technologies, Inc. (OTCBB: PDEO), filed a voluntary
petition to reorganize its debts under Chapter 11 of the U.S.
Bankruptcy Code on August 14, 2002. Prodeo Technologies is a
provider of engineering and manufacturing solutions to the
electronics industry.

The petition was filed in the Bankruptcy Court for the District
of Arizona in Phoenix. Prodeo has filed for Chapter 11
reorganization as part of an ongoing effort to work out
financial issues with its creditors and reduce operating costs
while remaining open and operational to support its customer
base.

Dr. Don Jackson, Prodeo's chief executive officer, stated, "We
have been working hard with one of our secured creditors,
Comerica Bank, to address current debt issues. Unfortunately,
the company could not accept Comerica's latest proposal, and
this has forced us to seek Chapter 11 protection."

Dr. Jackson further stated, "The Chapter 11 process will allow
us to better manage expenses associated with equipment orders
placed on hold, past and pending litigation matters, and non-
critical equipment leases. We believe that relief from these
expenses will allow us to reorganize our business around our
proprietary fluid delivery and thermal products, and to
formulate an effective plan to emerge from the Chapter 11
process."

Jackson added, "Although the prolonged economic downturn in the
semiconductor market has hit us hard, we are starting to see
some bright spots; particularly with our Corona polishing head
product and our new radiant heated furnace product line. We also
are seeking post-petition sources of funding to support our
operations throughout the reorganization period in the event
cash flow is not sufficient to fund operations."

The company said that it is seeking immediate permission from
the Court to continue honoring all customer commitments, and
that it is also seeking Court permission to pay claims of trade
creditors that continue customary terms in the ordinary course
of business. The company also said that any post-petition
financing would be subject to Court approval.

Prodeo Technologies specializes in providing technical and
manufacturing solutions for the semiconductor manufacturing
industry. The Company's range of products and services includes
the design and manufacture of next-generation processing
equipment including, diffusion and LPCVD systems, ultra-high
purity gas delivery systems, and rapid batch magnetic anneal
systems. Prodeo also specializes in the sale of refurbished
furnace equipment. For more information please call (602) 431-
0444 or visit Prodeo Technologies' Web site at
http://www.prodeotech.com


PRODEO TECHNOLOGIES: Chapter 11 Case Summary & Largest Creditors
----------------------------------------------------------------
Debtor: Prodeo Technologies, Inc.
        1919 W. Fairmont Drive, #2
        Tempe, Arizona 85282

Bankruptcy Case No.: 02-12682

Chapter 11 Petition Date: August 16, 2002

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk P.C.
                  1440 E. Missouri Ave, Suite 125
                  Phoenix, Arizona 85014
                  Telephone (602) 248-8203
                  Fax (602) 248-8840

Counsel to
Secured Creditor
Comerica Bank-California: Donald L. Gaffney, Esq.
                          Joe T. Stroud, III, Esq.
                          SNELL & WILMER L.L.P.
                          One Arizona Center
                          400 E. Van Buren
                          Phoenix, AZ 85004-2202
                          Telephone (602) 382-6000
                          Fax (602) 382-6070

Largest Known Creditors:

     TLD Funding
     8900 Central Ave., Suite 214
     Phoenix, AZ 85020

     Amerifund, Inc.
     14505 N. Hayden Rd., #330
     Scottsdale, AZ 85260

     Arlington Capital
     851 Commerce Court
     Buffalo Grove, IL 60089

     Bank One
     P.O. Box 78003
     Phoenix, AZ 85062-8003

     DFS Acceptance
     P.O. Box 4125
     Carol Stream, IL 60197-4125

     GMAC
     P.O. Box 630071
     Dallas, TX 75263-0071

     Information Leasing Escrow
     Milestone Capital
     1023 W. 8th St.
     Cincinnati, OH 45203

     Marlin Leasing/Summit
     P.O. Box 13604
     Philadelphia, PA 19101-3604
     

RED MOUNTAIN: Fitch Further Junks 1997-1 $4 Mill. Class H Notes
---------------------------------------------------------------
Red Mountain Funding LLC's, series 1997-1 $4 million class G is
downgraded to 'B-' from 'B' and removed from Rating Watch
Negative by Fitch Ratings. In addition, Fitch downgrades $4
million class H to 'CC' from 'CCC'. The remaining classes are
affirmed by Fitch as follows: $63.3 million class A at 'AAA',
$10.3 million class B at 'AA', $8.7 class C at 'A', $6.4 class D
at 'BBB', $3.2 million class E at 'BBB-' and $8.7 million class
F at 'BB'. Fitch does not rate the $2.5 million class J and $1.5
million class K. The rating actions follow Fitch's review of the
transaction, which closed in July 1997.

Fitch downgraded classes G and H due to concerns about the
future performance of the Clipper pool and the Fairfield pool.
Both pools are currently in special servicing and they account
for 29% of the collateral balance. The Clipper pool (17%), is
secured by five skilled nursing facilities and one assisted
living facility, all of which are located in New Hampshire. The
facilities are operated by Sun Healthcare, which emerged from
bankruptcy in March 2002. The loan is currently past its amended
maturity. The Clipper pool was originally scheduled to mature in
February 2000. However, this date was subsequently extended to
February 2002. Currently the loan is still outstanding and the
special servicer is working on a second loan extension. The
weighted-average debt service coverage ratio for the Clipper
pool has been below 1.0 times for the last three years. For the
trailing-twelve months ended March 2002, the WA DSCR was 0.84x.
The Fairfield pool (12%), which is secured by four skilled
nursing facilities located in Connecticut and operated by
Lexington Healthcare Group, is currently 60-days past due. Like
the Clipper pool, this pool has had a WA DSCR below 1.0x during
the last three years. Over the last two years, the properties
securing this pool have generated negative net operating income
after adjusting for a 5% management fee.

Currently, the certificates are collateralized by 31 fixed-rate
mortgage loans secured by 28 health care and 8 multifamily
properties. 20 loans, representing 59% of the pool are cross-
collateralized and cross-defaulted. Multifamily properties
account for 18% of the collateral, while health care properties
(approximately 85% skilled nursing and 15% assisted living)
account for the remaining 82%. The properties are located in
nine different states, with significant concentrations in
Georgia (18%), New Hampshire (17%), and Alabama (16%).

Fitch reviewed TTM operating performance through March 31, 2002
for 100% of the collateral. The pool's comparable WA DSCR, based
on net operating income, adjusted for a 5% management fee,
improved to 1.51x, from 1.32x during the last annual review and
1.47x at closing. The year-to-year improvement in the
transaction's WA DSCR reflects stable to improving performance
in the health care component of the transaction. With the
exception of the Kare Center loan, whose DSCR has declined to
1.35x from 1.98x at underwriting due to declining occupancy and
rising expenses, the Clipper pool, and the Fairfield pool
(together accounting for 34% of the overall collateral) the
remaining health care collateral's performance (48% of pool) was
equal to, or significantly better than, underwriting. In past
annual reviews, the transaction's overall performance, on a WA
DSCR basis, was weighed down by the weak performance of the
health care collateral. This has improved due to loan payoffs,
rising health care revenues, and declining operating expenses.
The multifamily component continued to outperform underwritten
expectations. Only one multifamily loan, accounting for 2% of
the overall collateral, had a TTM through March 31, 2002 DSCR
below 1.0x. The loan is secured by Forrest Cambridge Apartments,
a 108-unit property located in Clarkston, GA. The property's
performance has declined over the last year from a revenue and
occupancy perspective, however, the recent weak DSCR was mostly
attributed to a lump-sum payment of past due utility bills.

Fitch's actions took into account the transaction's improving WA
DSCR and improving credit enhancement levels. Despite these
positive developments, the Clipper pool and the Fairfield pool
are large enough that any further deterioration in their
performance could have an adverse effect on the transaction's
non-investment grade classes.


REGAL ENTERTAINMENT: Closes Amendment to Senior Credit Agreement
----------------------------------------------------------------
According to the company's quarterly report for the period ended
on June 27, filed with the Securities and Exchange Commission,
Regal Entertainment Group has negotiated an amendment to its
existing senior credit agreement, which it expects to close this
month, reported Dow Jones.  According to the newswire, the
amendment would increase the borrowing availability under the
senior secured revolving portion of the facility to $145 million
from $100 million and decrease the amount of the senior secured
term loan to $225 million from $270 million.  Regal Cinemas Inc.
emerged from chapter 11 bankruptcy protection in January and
merged with two other theater companies - United Artists and
Edwards Theaters - that also had recently emerged from
bankruptcy. (ABI World, Aug. 14, 2002)


RESEARCH INC: U.S. Trustee Balks at Divine Scherzer's Fees
----------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 12, wants
the U.S. Bankruptcy Court for the District of Minnesota to
disallow fees requested Divine Scherzer & Brody, LTD., serving
as accountants for Research, Inc.

The U.S. Trustee complains that the time records attached to the
application "lump" entries under general categories by
individual totals for the month, instead of providing a daily
itemization of each task as per each person, as required by
Local Rule 2016-1(c).  Until the time entries are properly
itemized, the U.S. Trustee says that he can't determine whether
the entries are reasonable under 11 U.S.C. Sec. 330 and the
Eighth Circuit's "lodestar" requirements.

Research Incorporated filed for chapter 11 protection on January
24, 2002.  Michael L. Meyer, Esq., at Ravich Meyer Kirkman &
Mcgrath represents the Debtor in its restructuring efforts.


SOS STAFFING: Nasdaq Okays Listing Transfer to SmallCap Market
--------------------------------------------------------------
SOS Staffing Services Inc., (Nasdaq:SOSS) announced that its
common stock will trade on the Nasdaq SmallCap Market, effective
immediately.

The company received a letter from Nasdaq on Aug. 12, 2002,
approving the company's request to transfer the listing of its
common stock from The Nasdaq National Market to the SmallCap
Market. The company had applied for the market transfer after it
was notified by Nasdaq that it did not meet the minimum bid
price requirement for continued listing on the NNM.

The company will retain the ticker symbol "SOSS" and investors
and other interested parties will see no differences in how they
obtain stock price quotes or news about the company.

As a result of the transfer, the company has until Oct. 21, 2002
to comply with the minimum bid price requirement of the SmallCap
Market, which requires the company to maintain a $1.00 minimum
bid price for a minimum of 10 consecutive trading days.

If the company meets the more stringent initial listing
requirements for the SmallCap Market, other than the minimum bid
price, it may be eligible for an additional 180-day grace period
beyond Oct. 21, 2002 in order to comply with such minimum bid
price requirement.

If the company has not met the minimum bid price requirement at
the expiration of all grace periods, the common stock may be
subject to delisting from the SmallCap Market, in which event
the company's securities may be quoted in the over-the-counter
market.

SOS Staffing Services Inc., with its subsidiaries, is a full-
service provider of commercial staffing and employment related
services. SOS and its subsidiaries operate a network of
approximately 94 offices.


SIRIUS SATELLITE: Denies Reports of Possible Bankruptcy Filing
--------------------------------------------------------------
Recent news articles, fueled by a misleading report from
Reuters, claim that Sirius Satellite Radio (Nasdaq: SIRI) could
be forced to seek bankruptcy protection if it could not raise
new funds by the second quarter of 2003.

This statement, the Company says in a widely-circulated press
release, was taken from a Securities and Exchange Commission
filing that speculated what Sirius may do if its fund raising
efforts were to fail, and is routine reporting language about
what any company could be forced to do if it were unable to
secure additional funds for operation.

The Company did not address any issues related to:

    * increasing year-to-year operating losses;

    * negative cash flows from operations;

    * Standard & Poor's junk ratings on:

      -- $258,200,000 of 15% Notes due December 1, 2007;
      -- $200,000,000 of 14-1/2% Notes due May 15, 2009; and
      -- $16,460,000 of 8-3/4% Notes due September 29, 2009;
    
    * on-going talks with key debtholders about an equity-for-
      debt swap delivering less than par value; or

    * discussions with Apollo Management LP and the Blackstone
      Group LP about a further equity investment.

"We have a tremendous amount of momentum in the marketplace. All
of our radio, retailer and automobile manufacturing partners are
very excited about our product and the wonderful acceptance it
has received by consumers," said Joseph P. Clayton, President
and CEO of Sirius.  "We are making significant progress in
solidifying our balance sheet, and I remain extremely confident
that we will secure additional financing shortly."

The Quarterly Report Form 10-Q filed with the SEC contained
similar language Sirius has used in other SEC filings in the
past to explain what could happen under certain circumstances.

The Reuters story, and its provocative headline, gave the
impression that there was a new and troubling development that
had not been previously discussed.  This is blatantly false.  
Sirius has previously disclosed what its cash reserves were, and
that it would require additional funding.

Also, according to conversations between Sirius and Reuters
management, the news service claimed that their decision to
print the misleading story was based on their assertion that
Sirius had never used the word "bankruptcy" in previous filings,
and this constituted new information.  This too is blatantly
false.  Sirius has used this routine cautionary term in previous
filings, such as in its Annual Report Form 10-K.

In a conference call with analysts and investors on Tuesday,
August 13, Sirius -- once again -- indicated its funding
requirements and also stated that it was seeking additional
financing from existing partners, bondholders and other
stakeholders.  This is not unusual in any way for a company
launching a new product in a new industry.

"We are in continuous discussions with our financial sponsors
and all of our key debt holders," said John Scelfo, Executive
Vice President and CFO of Sirius.  "While an agreement has not
yet been reached, all of the parties are working toward the
announcement of a transaction that will put our finances in top
shape."

Sirius also disclosed that it had approximately $300 million
cash on hand, enough to fund activities into the second quarter
of 2003, and was looking for ways to extend those cash reserves
further into the year through various cost cutting measures.

Last week, Sirius Satellite Radio (Nasdaq: SIRI), announced its
financial results for the quarter ended June 30, 2002.

The company reported an EBITDA (earnings before interest, taxes,
depreciation, amortization and non-cash stock compensation) loss
of $67.3 million and a net loss applicable to common
stockholders of $124.6 million, or $1.62 per share.  In
comparison, for the second quarter of 2001, Sirius had an EBITDA
loss of $32.8 million and a net loss applicable to common
stockholders of $72.5 million, or $1.35 per share.  The net loss
applicable to common stockholders for the second quarter of 2001
included an $11.6 million non-cash stock compensation charge
resulting principally from the repricing of certain employee
stock options.  

Sirius launched its service nationwide on July 1, 2002.  At June
30, Sirius had 3,347 subscribers, and 6,510 subscribers as of
August 11, 2002.

On June 30, 2002, Sirius had $326.9 million in cash, cash
equivalents, marketable securities and restricted investments,
enough cash on hand to fund the company into the second quarter
of 2003.

                         About Sirius

From its three satellites orbiting directly over the U.S.,
Sirius broadcasts 100 channels of digital quality radio
throughout the continental United States for a monthly
subscription fee of $12.95. Sirius delivers 60 original channels
of completely commercial-free music in virtually every genre,
and 40 world-class sports, news and entertainment channels.
DaimlerChrysler has announced plans to offer Sirius radios in 17
models of Chrysler, Dodge and Jeep vehicles beginning this fall.
BMW has announced plans to offer Sirius radios as an accessory
in its most popular models through BMW Centers across the
country, including select BMW 3 Series, 5 Series and X5
vehicles.  Nissan has announced plans to offer Sirius radios as
an option this fall on six Infiniti and Nissan 2003 models, and
future Audi and Volkswagen models will also offer Sirius. Sirius
also has agreements to install AM/FM/SAT radios in Ford,
Mercedes-Benz, Jaguar, Volvo and Mazda vehicles.  Kenwood,
Clarion, Audiovox, and Jensen satellite receivers, including
models that can adapt any car stereo to receive Sirius, are
available at retailers such as Circuit City, Best Buy, Sears,
Good Guys, Tweeter, Ultimate Electronics and Crutchfield.  
Panasonic satellite radio products will be available in
September 2002.

Click on http://www.sirius.comto listen to Sirius live, or to  
find a Sirius retailer in your area.


SIX FLAGS: S&P Revises Outlook to Negative Over Weak Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
theme park operator Six Flags Inc. to negative from stable based
on weak second-quarter operating performance and management's
revision of full-year EBITDA guidance.

Standard & Poor's said that its ratings, including its double-
'B'-minus corporate credit rating on company were affirmed. Six
Flags, based in Oklahoma City, Oklahoma is the largest regional
theme park operator and the second-largest theme park company in
the world. The company operates 38 parks, with 28 in the U.S.,
eight in Europe, one in Canada and one in Mexico. Total debt and
preferred stock as of June 30, 2002, was $2.6 billion.

"EBITDA declined 10% in the second quarter, as a sharp 11% drop
in attendance was not offset by a 10% increase in per capita
spending", said Standard & Poor's credit analyst Hal Diamond.
"Group attendance has been hurt in certain markets where local
businesses have been particularly hard hit by the weak economy."
"In addition", he added, "the integration of the 2001 Cleveland,
Sea World acquisition into its existing Cleveland facility has
caused problems, while competition is intensifying in this
market". Overall attendance continued to modestly decline in
July, although the company expects that full-year EBITDA will be
flat compared with 2001. Six Flags' previous 2002 EBITDA
guidance envisioned 7% to 8% growth.

The company's liquidity is provided by its expected
discretionary cash flow, access to its revolving credit
facility, and the absence of public debt maturities until 2007
and bank debt amortizations until 2008. Mr. Diamond noted,
"Standard & Poor's will monitor the company's operating
performance and debt reduction in the key third quarter, and may
consider revising its outlook back to stable if the company hits
its targets".


SYNSORB BIOTECH: Nasdaq Knocks Off Common Shares from Market
------------------------------------------------------------
SYNSORB Biotech Inc., (Nasdaq: SYBB) (TSX:SYB) had been advised
by Nasdaq that Nasdaq delisted SYNSORB's common shares from the
Nasdaq Stock Market effective with the open of business on
Thursday, August 15, 2002. SYNSORB had previously announced that
on July 10, 2002 the staff of Nasdaq had determined that SYNSORB
had failed to comply with certain Nasdaq rules and its Common
Shares were subject to possible delisting by Nasdaq.

SYNSORB common shares continue to be listed on the TSX under the
Symbol "SYB".


TELEGLOBE INC: Pursuing Talks to Sell Core Voice & Data Assets
--------------------------------------------------------------
In connection with its previously announced process, Teleglobe
Inc., announced that it has received several offers for its core
voice and related data business. The Company is currently
negotiating towards definitive agreements that are expected to
culminate in the final sale of these assets.


TERION INC: Florida Court Confirms Plan of Reorganization
---------------------------------------------------------
Terion, Inc., a leading provider of trailer monitoring systems
announced the United States Bankruptcy Court, Middle District of
Florida, Orlando Division, confirmed Terion's plan of
reorganization.

The United States Bankruptcy Court approved Terion's plan on
August 14, 2002, after having received the approval of all
classes entitled to vote on the plan. Terion's committee of
unsecured creditors supported confirmation of the plan with an
effective date of August 30, 2002.

Ken Cranston, president of Terion, commented, "We are pleased to
exit bankruptcy in such an expedited time frame. Terion's
emergence validates the importance and demand for our
FleetView(TM) product in the transportation industry. Our
customers and investors have recognized the positive impact
trailer fleet management systems can have on the efficiency of
the supply chain."

FleetView(TM) supplies fleet management information through the
Internet from its patented innovative hardware and software
design. The design integrates GPS and cellular technology for
comprehensive coverage throughout the United States and Canada.
The system is concealed to provide a covert installation. It
communicates real-time trailer location and event status when
the trailer is tethered to or untethered from a tractor,
including an accurate determination of loading and unloading
events with FleetView's Cargo Sensor. The system uniquely
supports over-the-air software downloads for device settings and
software upgrades. Terion's FleetView(TM) operates in a standard
browser environment on standard PC hardware. With approximately
50,000 units fielded, FleetView(TM) is the leading untethered
trailer-tracking product in the North American market.

Terion, Inc. -- http://www.terion.com-- is a leading two-way  
wireless data communication and information solution provider
for mobile and remote business-to-business applications focusing
on the transportation industry. Terion provides valued added
products and services, robust application content software
accessed through the Internet, and reliable, high-quality
hardware designed specifically for our target markets.


TRANSACTION SYSTEMS: Violates Nasdaq's Continued Listing Rules
--------------------------------------------------------------
Transaction Systems Architects, Inc. (Nasdaq:TSAI), a leading
global provider of enterprise e-payments and e-commerce
solutions, has received a letter today from The Nasdaq Stock
Market, Inc., informing the Company that it is in violation of
NASDAQ Marketplace Rule 4310(C)(14), which requires the Company
to obtain a review of interim financial information from the
Company's independent auditors.

The Company announced on August 14, 2002 that the Company's
auditors have advised them they will not be able to complete
their review of the Company's financial statements for the three
and nine-month periods ended June 30, 2002 until its re-audit of
fiscal years 1999, 2000 and 2001 is complete. The re-audit
process has begun and the Company is working with KPMG LLP to
complete this process.

While the NASDAQ letter points out that a continuation of this
violation could subject the Company's securities to delisting,
the Company will request a hearing on this matter. The Company
currently anticipates that a hearing will be held within three
weeks from the date of the Company's request for such hearing.
At the hearing, the Company will be asking NASDAQ to allow the
Company's stock to continue to trade until the completion of the
re-audit process and the associated financial statements are
filed. Once the re-audit process for fiscal years 1999, 2000 and
2001 is complete, and the associated financial statements are
filed, the Company will be in compliance with NASDAQ Marketplace
Rule 4310(C)(14).

Pending the hearing, effective August 19, 2002, the Company's
Common Stock will trade on the NASDAQ National Market under the
symbol "TSAIE." Once the re-audit is complete and the Company's
financial statements are re-filed, the Company will seek NASDAQ
approval to trade once again under the symbol "TSAI."

Transaction Systems Architects' software facilitates electronic
payments by providing consumers and companies access to their
money. Its products are used to process transactions involving
credit cards, debit cards, secure electronic commerce, mobile
commerce, smart cards, secure electronic document delivery and
payment, checks, high-value money transfers, bulk payment
clearing and settlement, and enterprise e-infrastructure.
Transaction Systems Architects' solutions are used on more than
1,750 product systems in 71 countries on six continents.


UAL CORP: S&P Junks Corp. Credit Rating After Bankruptcy Warning
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on UAL Corp., and subsidiary United Air Lines Inc. to
triple-'C' from single-'B' following management's warning that
it will likely file the companies into bankruptcy by mid-
November if it does not reach agreement on concessions from
United's unions and other major stakeholders within 30 days.
Ratings of United's debt issues are lowered, as well, and all
ratings of both entities remain on CreditWatch with developing
implications.

"UAL and United face continued heavy operating losses, due to
the depressed airline industry revenue environment and United's
high costs, with $875 million of debt payments due in the fourth
quarter of 2002," said Standard & Poor's credit analyst Philip
Baggaley. "Management has accordingly accelerated an anticipated
showdown with organized labor, which thus far represents the
greatest obstacle to a financial restructuring, and threatened a
bankruptcy filing that would wipe out the employees' majority
ownership," the analyst continued. This follows the unhappy
precedent of US Airways Group Inc., where only the threat of
imminent bankruptcy moved unions to agree to significant
concessions (US Airways subsequently filed for bankruptcy, but
has made substantial progress in reaching new labor contracts).
United's management had earlier reached a tentative agreement
with the airline's pilots union on interim pay concessions, but
the machinists and flight attendants unions have thus far
refused to follow suit.

Chicago, Illinois-based United has applied for a $1.8 billion
federal loan guarantee, but the Air Transportation Stabilization
Board (which reviews such applications) has indicated that it is
not likely to grant the guarantee without significant cost cuts
at the airline. Given the difficult labor relations at United,
the absence thus far of a designated successor to interim CEO
John W. Creighton, Jr., and the potential complexity of seeking
concessions from "all stakeholders" (which would very likely
include aircraft suppliers, such as The Boeing Co. and Airbus
SAS, and some creditors), prospects for success are uncertain.
Standard & Poor's ratings could be lowered further if progress
toward a financial restructuring does not materialize, or if
such a plan includes defaulting on debt instruments;
alternatively, ratings could be raised if such a plan is
concluded successfully.


UNITED AIRLINES: Assuring Customers Bankruptcy Won't Be the End
---------------------------------------------------------------
United Airlines is circulating a letter to its Internet
subscriber base to plant the seeds now with customers that a
bankruptcy filing won't be the end of the carrier and to
minimize the impact if and when passengers see the words United
and bankruptcy on the front page of every newspaper around the
globe.  

The full-text of United's letter, circulated in mass mailings
last week, says:

     United Airlines has been in the news lately as we, and the
rest of the airline industry, grapple with how to respond to
the dramatic changes in our business environment as a result
of the economic slowdown. Because of your continued loyalty,
I wanted to share important steps our company is taking to
ensure that United continues to meet your needs in the years
to come.

     Our efforts in the past 11 months have been focused on
bringing our costs in line with reduced revenues. While we
have made considerable progress, this week we announced we
are changing the company's business plan to build a stronger
and more competitive company. With the improvements, our
goal is to ensure we get the significantly broader, deeper
and longer-term cost savings we need to compete given the
new realities of the aviation industry.

     Over the next 30 days we are intensifying our cost-cutting
efforts and presenting new proposals to our suppliers, union
leadership and employees. In the event we are unable to
reach agreement with our stakeholders on necessary cost
reductions, we are simultaneously preparing for the
potential of a Chapter 11 bankruptcy filing this fall. While
no decision has yet been made, we would consider
reorganization under Chapter 11 to ensure continued normal
business operations while we restructure our company.

     Regardless of how we implement our cost reductions, you
should be confident that we will CONTINUE TO FLY A SAFE AND
RELIABLE AIRLINE, and you will continue to reap the benefits
of Mileage Plus(R) membership. WE WILL HONOR MILES PREVIOUSLY
EARNED IN MILEAGE PLUS, AND YOU WILL CONTINUE TO ACCRUE
MILES FOR TRAVEL ON UNITED AND OUR MILEAGE PLUS PARTNERS.

     We are committed to building a stronger and more
competitive company that meets your needs today and for years to
come.  We will keep you informed of our progress going forward.
In the meantime, on behalf of the 84,000 employees of United,
thank you for your continued loyalty and support.

                                   Sincerely,
            
                                   Chris Bowers
                                   Senior Vice President
                                   Marketing and Sales


US AIRWAYS: Brings-In Skadden Arps for Restructuring Advice
-----------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates seek the
Court's authority to employ and retain Skadden, Arps, Slate,
Meagher & Flom as its restructuring and bankruptcy counsel for
the filing and prosecution of these Chapter 11 cases.

According to US Airways Chief Executive Officer and President
David N. Siegel, Skadden, Arps has performed legal work for the
Debtors in connection with corporate, financing, litigation,
restructuring, securities, tax and other significant matters
since 1994.  Prior to the Petition Date, the Debtors sought the
Skadden, Arps' services for advice about restructuring matters
in general, as well as the potential commencement and
prosecution of these Chapter 11 cases pursuant to an Engagement
Agreement dated April 16, 2002.

The Debtors believe that continued representation of Skadden,
Arps is critical to their restructuring efforts because the firm
is familiar with the Debtors' business, legal and financial
affairs.  Accordingly, Skadden, Arps is well suited to guide the
Debtors through the Chapter 11 process.  Skadden, Arps has
extensive experience in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code.

As Restructuring and Bankruptcy Counsel, Skadden, Arps is
expected to:

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

   (b) attend meetings and negotiate with representatives of
       creditors and other parties in interest and advise and
       consult on the conduct of the case, including all of the
       legal and administrative requirements of operating in
       Chapter 11;

   (c) advise the Debtors in connection with any contemplated
       asset sales or business combinations, including the
       negotiation of asset, stock purchase, merger or joint
       venture agreements, formulate and implement bidding
       procedures, evaluate competing offers, draft appropriate
       corporate documents with respect to the proposed sales,
       and counsel the Debtors in connection with the closing of
       such sales;

   (d) advise the Debtors in connection with postpetition
       financing and cash collateral arrangements and
       negotiating and drafting related documents, provide
       advice and counsel with respect to prepetition financing
       arrangements, and provide advice to the Debtors in
       connection with the emergence financing and capital
       structure, and negotiate and draft related documents;

   (e) advise the Debtors on matters relating to the evaluation
       of the assumption, rejection or assignment of unexpired
       leases and executory contracts;

   (f) provide advice to the Debtors with respect to legal
       issues arising in or relating to the Debtors' ordinary
       course of business including attendance at senior
       management meetings, meetings with the Debtors' financial
       and turnaround advisors and meetings of the board of
       directors, and advice on employee, workers' compensation,
       employee benefits, executive compensation, tax,
       environmental, banking, insurance, securities, corporate,
       business operation, contracts, joint ventures, real
       property, press/public affairs and regulatory matters and
       advise the Debtors with respect to continuing disclosure
       and reporting obligations under securities laws;

   (g) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced
       against those estates, negotiations concerning all
       litigation in which the Debtors may be involved and
       objections to claims filed against the estates;

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

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

   (j) attend meetings with third parties and participate in
       negotiations with respect to the above matters;

   (k) appear before this Court, any appellate courts, and the
       U.S. Trustee, and protect the interests of the Debtors'
       estates before courts and the U.S. Trustee; and

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

Mr. Siegel relates that the Engagement Agreement provides for a
retainer program under which the Debtors paid an initial
retainer of $750,000 for professional services rendered and to
be rendered as well as charges and disbursements to be incurred
by Skadden, Arps.  Thereafter, Skadden, Arps periodically
invoiced the Debtors and drew down the Initial Retainer in
payment of the invoices and was paid supplemental amounts in
order to replenish the Initial Retainer.

Skadden, Arps received a filing retainer of $750,000 to be
utilized in accordance with the Engagement Agreement to cover a
portion of the projected fees, charges and disbursements to be
incurred during the reorganization cases.  Skadden, Arps will
apply the Retainer to pay any fees, charges and disbursements
that remain unpaid as of the Petition Date.  The firm will
retain the remainder of the Retainer to be applied to any fees,
charges and disbursements, which remain unpaid at the end of the
reorganization cases.  As of August 11, 2002, after application
of all prepetition fees, charges and disbursements incurred and
posted as of that date, the amount of the Retainer was $903,059.

According to Skadden, Arps' books and records, for the period
August 12, 2001 through August 11, 2002, the total amount of
services billed to the Debtors in connection with contingency
planning was $2,334,123 with an additional $286,676 in charges
and disbursements.  During the same period, the total amount of
all services billed was $8,911,861 plus charges and
disbursements for $961,744.

Skadden, Arps' books and records reflect that for the period May
12, 2002 through August 11, 2002, it received $8,655,408 from
the Debtors, including payments received for services rendered
prior to the Petition Date and the $903,059 Retainer balance.  
The aggregate amount applied to fees, charges and disbursements
for the same period was $7,752,981, exclusive of the $903,059
Retainer balance.  Any portion of the prepetition amounts
received by Skadden, Arps that has not yet been applied to
prepetition fees and expenses will be applied when amounts are
identified.  "Should any balance remain after the application,
the remainder will be held as a retainer for and applied against
postpetition fees and expenses that are allowed by the Court,"
Mr. Siegel explains.

Skadden, Arps provides the Debtors with periodic -- no less
frequently than monthly -- statements for services rendered and
charges and disbursements incurred.  During the course of the
reorganization cases, the issuance of periodic statements will
constitute a request for an interim payment against the
reasonable fee to be determined at the conclusion of the
representation.  For professional services, Skadden, Arps' fees
are based in part on its customary hourly rates, which are
periodically adjusted.  Skadden, Arps will be providing
professional services to the Debtors under its bundled rate
schedules.  Therefore, Skadden, Arps will not be seeking to be
separately compensated for certain staff, clerical and resource
changes.  Presently, the hourly rates under the bundled rate
structure range from:

         $480 - 695 partners
                470 counsel and special counsel
          265 - 470 associates
           80 - 160 legal assistants and support staff

The hourly rates are subject to periodic increases in the normal
course of the firm's business, often due to the increased
experience of a particular professional.

Skadden, Arps intends to apply to the Court for allowance of
compensation for professional services rendered and
reimbursement of charges and disbursements incurred in these
chapter 11 cases in accordance with applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
Rules and the orders of this Court.  Skadden, Arps will seek
compensation for the services of each attorney and
paraprofessional acting on behalf of the Debtors in these cases
at the then-current bundled rate charged for the services on a
non-bankruptcy matter.

The hourly rates are set at a level designed to compensate
Skadden, Arps fairly for the work of its attorneys and legal
assistants and to cover fixed and routine overhead expenses,
including those items billed separately to other clients under
the firm's standard unbundled rate structure.

As part of its overall financial restructuring, the Debtors are
asking stakeholders, vendors, service providers and others to
make economic concessions in support of their overall goals and
objectives.  In this regard, Skadden, Arps has agreed to provide
periodic fee accommodations with respect to the scope and type
of matters regularly worked on for the Debtors in an aggregate
amount of up to 10%.

Consistent with the firm's policy with respect to its other
clients, Skadden, Arps will continue to charge the Debtors for
all other services provided and for other charges and
disbursements incurred in the rendition of services.  These
charges and disbursements include, among other things, costs for
telephone charges, photocopying -- at $0.10 per page for black
and white copies and a higher commensurate charge for color
copies, travel, business meals, computerized research,
messengers, couriers, postage, witness fees and other fees
related to trials and hearings.

Skadden, Arps assures the Court that it:

   (a) does not have any connection with any of the Debtors,
       their affiliates, their creditors, the U.S. Trustee, any
       person employed in the office of the U.S. Trustee, or any
       other party-in-interest, or their respective attorneys
       and accountants,

   (b) it is a "disinterested person," as that term is defined
       in Section 101(14) of the Bankruptcy Code, and

   (c) does not hold or represent any interest adverse to the
       estates.

                     *     *     *

Judge Mitchell finds merit in Mr. Siegel's request and approves
the application. (US Airways Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (U13USR2) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for  
real-time bond pricing.     


US AIRWAYS: Nixes Service to Just One City -- Saginaw, Michigan
---------------------------------------------------------------
US Airways announced that its restructuring plan will not result
in pulling service from any of the cities it currently serves,
with only one city in its network, Saginaw, Mich., losing
service on Sept. 7 as a result of an independent business
decision made by Air Midwest, a US Airways Express affiliate
carrier that was flying between Pittsburgh and Saginaw.

"We are committed to making this reorganization transparent to
our customers, and to get people from point A to point B, in
much the same manner as we do today," said B. Ben Baldanza,
senior vice president of marketing and planning. "We will
maintain our hubs in Charlotte, Philadelphia and Pittsburgh, and
keep our strong levels of service at Boston, New York LaGuardia
and Washington Reagan airports.  Our strengths include our
service to large and small communities in the east, as well as
our building presence in the Caribbean and some successful
transatlantic operations, so those are assets we want to
nurture."

Baldanza said that strong advance booking patterns should
continue.  "Our passengers should purchase their travel with
confidence, knowing that we are continuing normal operations to
all of our cities and are committed to providing quality
service.  While we expect to make further refinements to our
schedule, these will be phased in and any customer needing
reaccommodation will be personally contacted well in advance by
US Airways or their travel agent," he said.

US Airways continues its exceptional service record,
consistently placing near the top in the DOT's monthly
statistics for on-time performance, baggage delivery, and
customer service throughout 2002.  In 2001, US Airways finished
first in three of the four DOT quality measurements and was
ranked as the top network carrier by the Airline Quality Rating
index.  The largest air carrier east of the Mississippi where
more than 60 percent of the U.S. population resides, US Airways
operates the seventh largest airline in the United States and
the fourteenth largest airline in the world with approximately
40,000 full-time and part-time employees.  US Airways carried
approximately 56 million passengers last year with regularly
scheduled service to approximately 200 destinations in 38 states
across the United States and in Canada, Mexico, the Caribbean
and Europe.  Operating revenues for the year ended December 31,
2001 were approximately $8.3 billion.


VENTAS INC: Board Declares Quarterly Dividend Payable on Sept. 6
----------------------------------------------------------------
Ventas, Inc., (NYSE:VTR) said its Board of Directors declared a
regular quarterly dividend of $0.2375 per shares, payable in
cash on September 6, 2002 to stockholders of record on August
26, 2002. The dividend is the third quarterly installment of the
Company's 2002 annual dividend, expected to be $0.95 per share.
The Company has approximately 69 million shares of common stock
outstanding.

Ventas, Inc., is a healthcare real estate investment trust whose
properties include 43 hospitals, 215 nursing facilities and
eight personal care facilities in 36 states. More information
about Ventas can be found at its website at www.ventasreit.com.

As of June 30, 2002, Ventas reported a total shareholders'
equity deficit of about $95 million.


W.R. GRACE: Sealed Air Will Appeal Court Ruling on September 30
---------------------------------------------------------------
Sealed Air Corporation (NYSE:SEE) announced that the federal
court overseeing the W. R. Grace bankruptcy proceeding, which
will hear the September 30, 2002 trial of fraudulent transfer
claims against the Company, did not permit an immediate appeal
of its July 29, 2002 order on the legal standards to be applied
to the issue of Grace's solvency.

Sealed Air expects to appeal this matter at the conclusion of
the September 30th trial, if necessary. The Company released the
following statement:

"Sealed Air believes that different legal standards apply and
that an early decision on this matter would have resulted in a
more efficient process. We will now proceed to trial and the
Company will put on its best case on the merits."

Sealed Air Corporation is a leading global manufacturer of a
wide range of food, protective and specialty packaging materials
and systems, including such widely recognized brands as Bubble
Wrap(R) air cellular cushioning, Jiffy(R) protective mailers and
Cryovac(R) food packaging products. For more information about
Sealed Air Corporation, please visit the Company's Web site at
http://www.sealedair.com


WORLDCOM INC: Retaining Patton Boggs as Public Policy Counsel
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek the Court's
authority to employ Patton Boggs LLP as their special counsel
for public policy, regulatory and government procurement.

WorldCom Senior Vice President Susan Mayer tells the Court that
the Debtors have selected Patton Boggs as special counsel
because of the firm's substantial knowledge and expertise of
legislative procedure and governmental operation and for its
experience in regulatory matters.  Patton Boggs was founded in
1962 and has worked closely with Congress and regulatory
agencies in Washington D.C., litigated in courts across the
country, and crafted business transactions around the world.

Clearly, Ms. Mayer notes, Patton Boggs is both qualified and
able to represent the Debtors in potential legal issues and
problems that may arise from the Debtors' Chapter 11 cases.  
These include: public policy matters including Congressional
investigations, regulatory matters, government procurement
matters and all other legal matters in which the Debtors would
want for Patton Boggs to perform.

Patton Boggs will be compensated based on the hourly rates of
these professionals who are expected to perform services for the
Debtors:

         Name               Title         Standard Rate
   --------------------   ----------     --------------
   Thomas Hale Boggs Jr.    Partner           $700
   Donald V. Moorehead      Partner            550
   Jonathan R. Yarowsky     Partner            525
   Laurence E. Harris       Partner            515
   Michael J. Driver        Partner            425
   Clifton R. Jessup Jr.    Partner            375
   Robert C. Jones          Partner            350
   Bruce H. White           Partner            340
   Billy J. Cooper          Partner            340
   Paul C. Besozzi          Partner            325
   William L. Medford       Associate          265
   Bryan L. Elwood          Associate          195
   Rachel K. Palmer         Legislative        145
                            Specialist
   Jeanie George            Paraprofessional    90

The firm will also seek reimbursement for out-of-pocket expenses
including secretarial overtime, travel, copying, outgoing
facsimiles, document processing, court fees, transcript fees,
long distance telephone calls, postage, messengers, and
transportation, and other similar expenses.

Ms. Mayer tells the Court that since July 1, 2001, Patton Boggs
has received from the Debtors $803,259 for professional services
performed and for reimbursement of related expenses relating to
a variety of matters.  As of the Petition Date, the Debtors owed
Patton Boggs $234,023 for prepetition services.

Thomas Hale Boggs Jr., equity partner and the Chairman of the
Executive Committee of Patton Boggs LLP, assures the Court that
Patton Boggs is a "disinterested person".  Mr. Boggs relates
that the currently represents or has recently represented these
creditors and parties-in-interest in matters unrelated to the
bankruptcy proceedings:

A. The Debtors' lenders including ABN Amro Inc., Bank One N.A.,
   Bank One Arizona N.A., Bank One Michigan, Bank One N.A.
   Corporate Banking, Bank One N.A. - Real Estate, Bank One
   Texas N.A., Fleet National Bank, Fortis Capital Corporation,
   Lombard US Equipment Finance, North Chicago Energy Trust
   (Deutsche Bank, Trustee), Wells Fargo Bank (Texas) N.A.,
   Wells Fargo Bank (Texas), N.A. - Real Estate and Wells Fargo
   HSBC Trade Bank N.A. (The Trade Bank).

B. The Top 50 Unsecured Creditors including American Airlines
   Inc., AT&T Broadband and Internet Services, AT&T Universal
   Card Services Corporation, AT&T Wireless Services, BellSouth
   International Inc., Cisco Systems, Communications Satellite
   Corporation, Compaq Computer Corporation, Electronic Data
   Systems Corporation, GC Services, GC Services Limited
   Partnership, General Services Administration, Hewlett
   Packard, Hewlett-Packard Company, Lucent Technologies, Lucent
   Technologies Inc., Merrill Lynch International Bank Ltd.,
   Oracle Corporation, Qwest Communications, Qwest
   Communications Corporation, Sprint Sun Microsystems Federal
   Inc., United Airlines.

C. The Top 50 Bondholders including ABN Amro Inc., A.G. Edwards
   & Sons, A.G. Edwards & Sons Inc., Bank of New York, Charles
   Schwab & Co. Inc., Chase Bank of Texas N.A., Chase Manhattan
   Bank Chase Manhattan Mortgage Corporation, Chase
   Telecommunications Inc., First Union Corporation and
   Subsidiaries, First Union National Bank, George K. Baum/Bear
   Stearns, Goldman Sachs, Merrill Lynch International Bank
   Ltd., Morgan Stanley Dean Witter North Chicago Energy Trust
   (Deutsche Bank, Trustee), PNC Bank N.A., Prudential Huntoon
   Paige Associates Ltd., Prudential Insurance Company of
   America, Republic National Bank of New York Salomon Smith
   Barney Inc., The Chase Manhattan Bank, Wells Fargo Bank
   (Texas) N.A., Wells Fargo Bank (Texas) N.A. - Real Estate,
   Wells Fargo Equipment Finance Inc. and Wells Fargo HSBC Trade
   Bank, N.A. (The Trade Bank).

D. The Underwriters including ABN Amro Inc., Bank of America,
   Bank of America Commercial Finance, Bank of America, N.A. -
   Commercial Lending, Bank of America N.A., Real Estate Banking
   Group, Chase Manhattan Bank, Chase Manhattan Mortgage
   Corporation, Fleet National Bank, George K. Baum/Bear
   Stearns, Morgan Stanley Dean Witter, North Chicago Energy
   Trust (Deutsche Bank, Trustee), Paine Webber Inc. and Salomon
   Smith Barney Inc.

E. The Indenture Trustees Bank of New York, Chase Bank of Texas
   N.A. and Republic National Bank of New York.

F. The Landlords including Argonaut Private Equity Management
   LLC, Bank of America, Bank of America Commercial Finance,
   Bank of America, N.A. - Commercial Lending, Bank of America
   N.A., Real Estate Banking Group, Electronic Data Systems
   Corporation, Prudential Insurance Company of America, The CIT
   Group/Capital Finance Inc. and Tyco Capital Corporation.

G. The Significant Stockholders including Bank of New York,
   Compaq Computer Corporation, Microsoft Corporation, North
   Chicago Energy Trust (Deutsche Bank, Trustee), PNC Bank, N.A.
   and Republic National Bank of New York.

Mr. Boggs also discloses that the attorneys at Patton Boggs that
have shares in WorldCom: Robert Koehler, Timothy May, Rafael
Anchia, James Schwartz, Billy Cooper, John Abernathy,
Gordon Arbuckle, Gal Kaufman, Larry Harris, Kristina Castellano,
John Vogel, Ross Eichberg, Richard Stolbach, Michael Driver,
Geoffrey Davis, Paul Besozzi, Elliot Cole, John Jonas, Jonathan
Edgar and Larry Makel. (Worldcom Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 11.250% bonds due 2007
(WCOM07USA1) are trading between 22.5 and 27. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1
for real-time bond pricing.  


WORLDCOM INC: Wants to Retain Piper Rudnick as Special Counsel
--------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek to retain and
employ Piper Rudnick LLP as their special counsel in these
Chapter 11 cases.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that Piper Rudnick will represent the
Debtors in connection with:

   -- certain ongoing and potential foreign, federal, and state
      criminal, administrative and regulatory investigations,
      like those initiated by the Securities and Exchange
      Commission, the US Attorney for the Southern District of
      New York and State Attorneys' General Offices;

   -- various ongoing litigation and arbitration matters in
      which WorldCom is a plaintiff or petitioner;

   -- various government contract, labor and employment,
      corporate and real estate matters; and

   -- various creditors' rights matters (involving WorldCom
      as a creditor or contract counterparty of a financially
      distressed third party).

Piper Rudnick has been representing the Debtors for the past
seven years.  Thus, Ms. Goldstein notes, Piper Rudnick is
intimately familiar with the complex legal and policy issues
that have arisen and are likely to arise in connection with the
Debtors' business operations.  The Debtors believe that both the
interruption and the duplicative cost involved in obtaining
substitute counsel to replace Piper Rudnick's unique role at
this juncture would be extremely harmful to their estates and
creditors.

Eric B. Miller, Esq., a member of Piper, assures Judge Gonzalez
that the firm does not hold or represent any interest adverse to
the Debtors or to their estates.

In return for the firm's services, Ms. Goldstein says, Piper
Rudnick will be compensated based on its regular hourly rates
and will be reimbursed for its out-of-pocket expenses.  The
professionals, who will represent the Debtors, and their current
hourly billing rates are:

          Partners             Dep't/Practice Group     Rate
     ------------------        --------------------     ----
     Earl J. Silbert           Litigation               $485
     Thomas F. O'Neil, III     Litigation                475
     Robert J. Mathias         Litigation                415
     Charles P. Scheeler       Litigation                375
     Carl Lee Vacketta         Gov't Contracts           444
     Adam Hoffinger            Litigation                425
     Eric B. Miller            Corp./Creditors' Rights   410
     Thomas R. Califano        Creditors' Rights         450
     Jane Wilson               Real Estate               320
     Emmet F. McGee, Jr.       Labor/Employment          365

         Associates
     ------------------
     Hugh J. Marbury           Litigation                279
     Jeffrey E. Gordon         Litigation                291
     Quincy M. Crawford, III   Litigation                295
     Paul A. Fenn              Litigation                218
     Cathy Hinger              Litigation                230
     Timothy R. Bryan          Creditors' Rights         365
     Matthew M. Bacsardi       Corporate                 191
     Jeremy R. Johnson         Creditors' Rights         275

Ms. Goldstein reports that Piper Rudnick was paid for all of its
prepetition services except for recent invoices totaling
$750,000, and another current accrued, unbilled time totaling
$300,000 as of the Petition Date.  Piper Rudnick is not holding
any retainer or unapplied funds as of the Petition Date.

Mr. Miller relates that the firm's conflicts search indicate
that Piper Rudnick currently represents or has recently
represented these creditors and parties in interest in matters
unrelated to the bankruptcy proceedings:

A. 50 Largest Unsecured Creditors: Aetna U.S. Healthcare,
   ALLTEL Communications Products, Inc. (a subsidiary of Alltel
   Corporation), Calmark, Inc., Cingular Wireless, Cisco
   Systems, Inc., Hewlett Packard Company (recently merged with
   Compaq Computer Corp.), DynCorp International LLC, Motorola,
   Inc., Nortel Networks, Inc., R.R. Donnelley & Sons Company,
   Spherion Corporation, Verizon North (an affiliate of Verizon
   Wireless);

B. 50 Largest Bondholders: JP Morgan Chase, Bear Stearns & Co.,
   Inc., Morgan Stanley Dean Witter & Co., Goldman Sachs,
   Citibank NA, Deutsche Bank, ABN AMRO, Salomon Smith Barney,
   Wells Fargo, Lehman Brothers, Inc., Bank of America, Merrill
   Lynch & Co., American Express, PNC Business Credit,
   Prudential Insurance Company of America, SunTrust Bank, First
   Union Corp, LaSalle Bank, Bank of Nova Scotia, Bank Lenders,
   
C. Bank Lenders:  12 of the 27 interested bank lenders are
   recent clients of Piper.  Piper intends to submit a
   supplemental disclosure as these parties;

D. Underwriters: 16 of the 52 interested underwriters are recent
   clients of Piper.  Piper intends to make a supplemental
   disclosure as to these parties.

E. Indenture Trustees: JP Morgan Chase, Citibank NA, Fleet
   National Bank, SunTrust Bank;

F. Officers and Directors (last 3 years): Mr. Crane (a former
   officer), Messrs. Abbruzzese, Ashman, and Tallcott (each a
   former officer), Thomas F. O'Neil, III (a former officer);

G. Affiliations of Officers and Directors: Microstrategy
   Incorporated, The News Corporation Limited, CapCure, Digex;

H. Significant Shareholders: Citibank NA; Hewlett Packard
   Company; Deutsche Bank, Lehman Brothers, Inc., Microsoft, PNC
   Bank NA;

I. Landlords: Prudential Insurance Company of America, CIT
   Capital Finance (TYCO), DaimlerChrysler Service North America
   LLC, EOP Operating LP, EOP, Florida Power & Light Company,
   Highwood Properties, Inc., Reckson Associates Realty Corp,
   Teachers Insurance & Annuity, TIAA Realty Inc., S.F. Telecom
   Center II;

J. Other Professionals: Accenture LLP, Ernst & Young LLP, KPMG
   (and certain of its affiliates), PricewaterhouseCoopers;
   (Worldcom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)   


WORLDCOM: Ex-Employees Welcome Career Opportunity at Cucumber
-------------------------------------------------------------
In an effort to assist the thousands of WorldCom employees who
have lost their source of income, Cucumber Communications, a
growing provider of long distance phone service, is giving these
17,000 men and women an opportunity to put their skills to use.

Kate Lee, a concerned former WorldCom employee who has
established a forum for other former employees feels that the
group will welcome an opportunity to put their skills to work.
"We have a highly skilled and highly motivated group of former
WorldCom employees," says Ms. Lee. "Any telecommunications
company would be lucky to hire them, but Cucumber is the first
to make such a concerted effort to hire from our ranks."

According to Lee, these former employees have received only a
small portion of their severance pay and benefits as a result of
WorldCom's bankruptcy filing. Many have experienced financial
difficulties as a result of losing their jobs and benefits.

"It's only natural for us to consider the unfortunate
predicament of the many laid off employees of a competitor,"
says Liz Schon, a business-to-business representative for
Cucumber. "After all, fully one hundred percent of this
company's profits are used to send underprivileged children to
excellent schools."

Rather than offering them 9-5 jobs with a long commute, Cucumber
is giving former WorldCom employees a complete training program
to make them full-fledged authorized agents of the company.
"This way, they can get a piece of the action," says Rachel
Rappaport, Vice President of Operations. Some will become agents
for life; others may join for a few months, reestablish their
confidence, consider their options, and move on. That's fine.
Whether as an interim position or a full-fledged career,
WorldCom employees now have an option.

Former WorldCom employees may download all required forms from
http://www.800cucumber.com  


ZAP: Records $4 Mill. Extraordinary Gain After Implementing Plan
----------------------------------------------------------------
Advanced transportation developer ZAP (OTC Bulletin Board: ZAPZ)
reported its financial results for the second quarter ended June
30 of fiscal year 2002.

On June 20, 2002, the Company's Plan of Reorganization was
approved by the federal court in Santa Rosa, California allowing
ZAP to emerge immediately from bankruptcy. Under the terms of
the Plan, the company was able to convert outstanding debt into
common stock, which resulted in the recording of an
extraordinary gain of approximately $4 million for the second
quarter.

According to ZAP:  "Part of the gain was due to the conversion
of approximately $3 million in debt to equity by the largest
creditor which indicates a vote of confidence for the future
prospects of ZAP."

Including the conversion as well as other provisions of the
Plan, the operations for the quarter resulted in Net Income
after the extraordinary gain of $3.4 million versus a net loss
of $2 million at June 30, 2001. Net Income after the
extraordinary gain for the six months ended June 30, 2002 was
$2.8 million as compared to a loss of $3.3 million.

Net sales for the quarter ended June 30, 2002, were $360,000
compared to $940,000 in the prior year.  Sales were less due to
the overall poor worldwide economy and the adverse affect of the
Company's filing for Reorganization under Chapter 11 Bankruptcy
Proceedings. Operating expenses were reduced 57% or $872,000
from second quarter last year or from $1.5 million to $653,000
due to cost cutting measures. The Company reported a net loss
before reorganization items and the extraordinary gain of
$501,000 versus a loss of $1.9 million for the second quarter
ended June 30, 2001.

The year-to date net sales through June 30, 2002 were $780,000
versus $2.9 million for the period ended June 30, 2001. The
decrease in sales was due to the reasons noted above. Operating
expenses decreased 61% or $2 million from the six months ended
June 30, 2001 due to the reorganization and reduction of
expenses in all areas. The Company reported a net loss before
reorganization items and the extraordinary gain of $1 million
versus a loss of $3.2 million for the six months ended June 30,
2001.

ZAP's Plan of Reorganization includes mergers with Voltage
Vehicles and RAP Group, which were completed on July 1. ZAP is
anticipating that the net sales for the third quarter ended
September 30, 2002 will be significantly higher due to the
combined results of the acquired companies. Voltage Vehicles is
a Sonoma County-based Nevada Corporation with the exclusive
distribution contracts for advanced transportation in the
independent auto dealer network, including rights to one of the
only full-performance electric cars certified under federal
safety standards. The RAP Group owns an auto dealership focused
on the independent automotive and advanced technology vehicle
markets. A Voltage Vehicle authorized dealer, RAP showcases an
array of advanced transportation at its dealership in Fulton,
California. The Rap Group began business in 1996 and has been a
profitable entity for the past few years with annual sales in
excess of $6 million. Voltage Vehicles, which began business in
February 2001, is a relatively new enterprise.

As noted in the ZAP's approved Plan of Reorganization, the
mergers are expected to enhance ZAP's financial base by
providing access to the two companies' services and
relationships. The move is expected to advance ZAP's goal of
becoming a leading full-service brand in the electric and
alternate fuel transportation industry. Following the mergers,
the Company plans to step-up its role in building a national
distribution network to support contract manufacturing for its
growing line of products. The mergers also enable ZAP to
immediately cut overhead and other costs, and increase revenues.

The following are highlights associated with ZAP's
Reorganization and new business developments:

     -- The Company completed mergers with Voltage Vehicles and
        RAP Group.

     -- The Company authorized a reverse split of common stock
        on July 1, 2002.

     -- The Company began trading on the Over-the-Counter (OTC)
        Bulletin Board under the stock symbol of ZAPZ.

     -- The Company announced its new Electric Vehicle Rental
        Program with Global Electric Motorcars (GEM), LLC, a
        Daimler Chrysler Company, to establish rental locations
        throughout California for GEM's neighborhood electric
        cars.

     - ZAP announced a distribution agreement with Daka
       Development Ltd, for the design, manufacturing and
       marketing of a full line of advanced transportation and
       alternative energy products. The Plan of Reorganization
       also approved the execution of a $500,000 Secured      
       Convertible Promissory Note to Daka for financing of the
       inventory purchases.

ZAP markets many forms of advanced transportation, including
electric automobiles, motorcycles, bicycles, scooters, personal
watercraft, hovercraft, neighborhood electric vehicles,
commercial vehicles and more.  For further information, visit
http://www.zapworld.comor call 1-800-251-4555.


* BOND PRICING: For the week of August 19 - August 23, 2002
-----------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABGenix Inc.                           3.500%  03/15/07    67
AES Corporation                        4.500%  08/15/05    25
AES Corporation                        8.000%  12/31/08    35
AES Corporation                        8.750%  06/15/08    38
AES Corporation                        8.875%  02/15/11    31
AES Corporation                        9.375%  09/15/10    61
AES Corporation                        9.500%  06/01/09    60
Adaptec Inc.                           3.000%  03/05/07    73
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications               10.875%  10/01/10    30
Advanced Energy                        5.250%  11/15/06    72
Advanced Micro Devices Inc.            4.750%  02/01/22    69
Aether Systems                         6.000%  03/22/05    62
Alternative Living Services (Alterra)  5.250%  12/15/02     4
Alkermes Inc.                          3.750%  02/15/07    44
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    63
Amazon.com Inc.                        4.750%  02/01/09    62
American Tower Corp.                   9.375%  02/01/09    54
American Tower Corp.                   2.250%  10/15/09    62
American Tower Corp.                   5.000%  02/15/10    45
American Tower Corp.                   5.000%  02/15/10    44
American Tower Corp.                   6.250%  10/15/09    52
American & Foreign Power               5.000%  03/01/30    58
Amkor Technology Inc.                  5.000%  03/15/07    45
Amkor Technology Inc.                  6.250%  10/15/09    52
Amkor Technology Inc.                  9.375%  02/01/09    54
Amkor Technology Inc.                 10.500%  05/01/09    70
AnnTaylor Stores                       0.550%  06/18/19    60
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    73
AMR Corporation                        9.750%  08/15/21    74
AMR Corporation                        9.800%  10/01/21    74
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    71
AT&T Wireless                          7.875%  03/01/11    68
AT&T Wireless                          8.125%  05/01/12    61
AT&T Wireless                          8.750%  03/01/31    70
Best Buy Co. Inc.                      0.684%  06?27/21    67
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    60
Borden Inc.                            8.375%  04/15/16    68
Borden Inc.                            9.250%  06/15/19    62
Borden Inc.                            9.200%  03/15/21    70
Boston Celtics                         6.000%  06/30/38    64
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    64
Burlington Northern                    3.200%  01/01/45    44
Burlington Northern                    3.800%  01/01/20    63
CSC Holdings Inc.                      7.625%  07/15/18    71
CSC Holdings Inc.                      7.875%  02/15/18    73
CSC Holdings Inc.                      8.125%  07/15/09    74
Calpine Corp.                          4.000%  12/26/06    54
Calpine Corp.                          8.500%  02/15/11    52
Case Corp.                             7.250%  01/15/16    74
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    52
Charter Communications, Inc.           4.750%  06/01/06    38
Charter Communications, Inc.           5.750%  10/15/05    41
Charter Communications, Inc.           5.750%  10/15/05    41
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    71
Charter Communications Holdings        9.625%  11/15/09    65
Charter Communications Holdings       10.000%  04/01/09    56
Charter Communications Holdings       10.000%  05/15/11    62
Charter Communications Holdings       10.250%  01/15/10    55
Charter Communications Holdings       10.750%  10/01/09    70
Charter Communications Holdings       11.125%  01/15/11    68
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    64
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    74
CIT Group Holdings                     5.875%  10/15/08    74
Coastal Corp.                          6.375%  02/01/09    57
Coastal Corp.                          6.500%  05/15/06    71
Coastal Corp.                          6.500%  06/01/08    60
Coastal Corp.                          6.700%  02/15/27    67
Coastal Corp.                          6.950%  06/01/28    38
Coastal Corp.                          7.420%  02/15/37    40
Coastal Corp.                          7.500%  08/15/06    72
Coastal Corp.                          7.625%  09/01/08    63
Coastal Corp.                          7.750%  06/15/10    57
Coastal Corp.                          7.750%  10/15/35    42
Coastal Corp.                          9.625%  05/15/12    61
Coastal Corp.                         10.750%  10/01/10    69
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Comcast Corp.                          2.000%  10/15/29    19
Comforce Operating                    12.000%  12/01/07    56
Computer Associates                    5.000%  03/15/07    72
Conseco Inc.                           8.125%  02/15/03    64
Conseco Inc.                           8.750%  02/09/04    20
Conseco Inc.                          10.500%  12/15/04    66
Continental Airlines                   4.500%  02/01/07    60
Continental Airlines                   7.568%  12/01/06    74
Corning Inc.                           3.500%  11/01/08    54
Corning Inc.                           6.300%  03/01/09    63
Corning Inc.                           6.750%  09/15/13    55
Corning Inc.                           6.850%  03/01/29    52
Corning Inc.                           8.875%  08/15/21    68
Corning Glass                          8.875%  03/15/16    72
Cox Communications Inc.                0.348%  02/23/21    68
Cox Communications Inc.                0.426%  04/19/20    37
Cox Communications Inc.                3.000%  03/14/30    27
Cox Communications Inc.                6.800%  08/01/28    71
Cox Communications Inc.                6.950%  01/15/28    73
Cox Communications Inc.                7.750%  11/15/29    26
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    63
Crown Castle International             9.375%  08/01/11    64
Crown Castle International             9.500%  08/01/11    65
Crown Castle International            10.750%  08/01/11    71
Crown Cork & Seal                      7.375%  12/15/26    55
Crown Cork & Seal                      8.375%  01/15/05    72
Cubist Pharmacy                        5.500%  11/01/08    50
Cummins Engine                         5.650%  03/01/98    62
Dana Corp.                             7.000%  03/01/29    70
Dana Corp.                             7.000%  03/15/28    70
Delta Air Lines                        8.300%  12/15/29    69
Dillard Department Store               7.000%  12/01/28    74
Dobson Communications Corp.           10.875%  07/01/10    60
Dobson/Sygnet                         12.250%  12/15/08    74
Dresser Industries                     7.600%  08/15/96    60
Dynegy Holdings Inc.                   6.875%  04/01/11    74
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    68
Echostar Communications                5.750%  05/15/08    66
Echostar Communications                5.750%  05/15/08    69
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    69
Enzon Inc.                             4.500%  07/01/08    70
Enzon Inc.                             4.500%  07/01/08    69
Equistar Chemicals                     7.550%  02/15/26    64
E*Trade Group                          6.750%  05/15/08    75
E*Trade Group                          6.750%  05/15/08    74
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    31
Fleming Companies Inc.                 5.250%  03/15/09    74
Foster Wheeler                         6.750%  11/15/05    61
Goodyear Tire                          7.000%  03/15/28    72
Gulf Mobile Ohio                       5.000%  12/01/56    61
Hanover Compress                       4.750%  03/15/08    72
Hasbro Inc.                            6.600%  07/15/28    70
Health Management Associates Inc.      0.250%  08/16/20    69
Health Management Associates Inc.      0.250%  08/16/20    69
Human Genome                           3.750%  03/15/07    67
Human Genome                           3.750%  03/15/07    67
Huntsman Polymer                      11.750%  12/01/04    67
ICN Pharmaceuticals Inc.               6.500%  07/15/08    61
IMC Global Inc.                        7.300%  01/15/28    75
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    67
Ikon Office                            7.300%  11/01/27    71
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    49
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    48
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    55
Inland Steel Co.                       7.900%  01/15/07    58
Juniper Networks                       4.750%  03/15/07    67
Kmart Corporation                      9.375%  02/01/06    33
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    62
LTX Corporation                        4.250%  08/15/06    71
Lehman Brothers Holding                8.000%  11/13/03    70
Level 3 Communications                 6.000%  09/15/09    36
Level 3 Communications                 6.000%  03/15/09    34
Level 3 Communications                 9.125%  05/01/08    61
Liberty Media                          3.500%  01/15/31    64
Liberty Media                          3.500%  01/15/31    64
Liberty Media                          3.750%  02/15/30    46
Liberty Media                          4.000%  11/15/29    46
Lucent Technologies                    5.500%  11/15/08    61
Lucent Technologies                    6.450%  03/15/29    46
Lucent Technologies                    6.500%  01/15/28    40
Lucent Technologies                    7.250%  07/15/06    64
Magellan Health                        9.000%  02/15/08    41
Medarex Inc.                           4.500%  07/01/06    70
Mediacom Communications                5.250%  07/01/06    67
Mediacom LLC                           7.875%  02/15/11    66
Mediacom LLC                           9.500%  01/15/13    70
Metris Companies                      10.125%  07/15/06    65
Mirant Corp.                           5.750%  07/15/07    62
Mirant Americas                        8.500%  10/01/21    66
Missouri Pacific Railroad              4.750%  01/01/20    67
Missouri Pacific Railroad              4.750%  01/01/30    62
Missouri Pacific Railroad              5.000%  01/01/45    58
Motorola Inc.                          5.220%  10/01/21    56
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    70
NTL Communications                     7.000%  12/15/08    16
Nextel Communications                  4.750%  07/01/07    69
Nextel Communications                  5.250%  01/15/10    53
Nextel Communications                  6.000%  06/01/11    57
Nextel Communications                  9.375%  11/15/09    54
Nextel Communications                  9.500%  02/01/09    53
Nextel Communications                 12.000%  11/01/11    74
Nextel Partners                       11.000%  03/15/10    59
Noram Energy                           6.000%  03/15/12    58
Northern Pacific Railway               3.000%  01/01/47    46
Northern Pacific Railway               3.000%  01/01/47    46
OSI Pharmaceuticals                    4.000%  02/01/09    75
PG&E National Energy                  10.375%  05/16/11    74
Pegasus Satellite                     12.375%  08/01/06    49
Primedia Inc.                          7.625%  04/01/08    71
Primedia Inc.                          8.875%  05/15/11    69
Public Service Electric & Gas          5.000%  07/01/37    70
Photronics Inc.                        4.750%  12/15/06    69
Quanta Services                        4.000%  07/01/07    48
Qwest Capital                          7.625%  08/03/21    64
Qwest Capital                          7.750%  02/15/31    61
RF Micro Devices                       3.750%  08/15/05    74
Rite Aid Corp.                         4.750%  12/01/06    66
Rite Aid Corp.                         7.125%  01/15/07    68
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    69
Rural Cellular                         9.625%  05/15/08    58
Ryder System Inc.                      5.000%  02/25/21    69
SBA Communications                    10.250%  02/01/09    57
SCI Systems Inc.                       3.000%  03/15/07    58
Sepracor Inc.                          5.750%  11/15/06    53
Sepracor Inc.                          7.000%  12/15/05    65
Silicon Graphics                       5.250%  09/01/04    54
Solutia Inc.                           7.375%  10/15/27    59
Sprint Capital Corp.                   6.875%  11/15/28    72
Time Warner Enterprises                8.375%  03/15/23    74
Time Warner Inc.                       6.625%  05/15/29    69
Time Warner Inc.                       6.950%  01/15/28    73
Time Warner Telecom                    9.750%  07/15/08    54
Tribune Company                        2.000%  05/15/29    63
Triton PCS Inc.                        8.750%  11/15/11    56
Triton PCS Inc.                        9.375%  02/01/11    61
Turner Broadcasting                    8.375%  07/01/13    74
US Airways                             6.820%  01/30/14    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    45
United Air Lines                      11.210%  05/01/14    37
Universal Health Services              0.426%  06/23/20    59
US Timberlands                         9.625%  11/15/07    61
US West Capital                        6.875%  07/15/28    67
United Air Lines                      10.670%  05/01/04    43
United Air Lines                      11.210%  05/01/14    45
Vesta Insurance Group                  8.750%  07/15/25    71
Viropharma Inc.                        6.000%  03/01/07    35
Weirton Steel                         10.750%  06/01/05    70
Weirton Steel                         11.375%  07/01/04    60
Westpoint Stevens                      7.875%  06/15/08    50
Williams Companies                     7.125%  09/01/11    64
Williams Companies                     8.125%  03/15/12    66
Williams Companies                     9.250%  03/15/04    33
Xerox Corp.                            0.570%  04/21/18    54
Xerox Credit                           7.125%  08/05/12    55
Xerox Credit                           7.200%  08/05/12    70

                          *********

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 ***