TCR_Public/020821.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 21, 2002, Vol. 6, No. 165

                           Headlines

360NETWORKS: T-Systems Seeks Stay Relief to Terminate Agreement
ADELPHIA COMM: Court OKs Fried Frank as Debtors' Special Counsel
ADMIRAL CBO: S&P Places Several Note Ratings on Watch Negative
ADVANCED GLASSFIBER: Amends Previous Statement on Q2 EBITDA
AMERICAN MEDICAL: Ernst & Young Expresses Going Concern Doubt

AMERICAN PLUMBING: S&P Puts B+ Credit Rating on Watch Negative
AMES DEPT: Nassi, Gordon & SB Handling 327-Store GOB Sale
AQUILA: ET Company to Acquire Natural Gas Pipelines for $265MM
AQUIS: Consummates Debt Restructuring with Principal Lenders
BETHLEHEM STEEL: Court Fixes September 30 as Claims Bar Date

BIG BUCK BREWERY: Fails to Maintain Nasdaq Listing Standards
BUDGET GROUP: Court Approves Debt Settlement with IT Providers
BUDGET GROUP: Bankruptcy Prompts S&P to Monitor Team Fleet Notes
CABLEVISION: 17 Stores Will Remain Open Under Restructuring Plan
CARBITE GOLF: Streamlining Operations While Reviewing Options

CELERITY SYSTEMS: June Working Capital Deficit Tops $1.3 Million
COLD METAL PRODUCTS: Files for Chapter 11 Protection in Ohio
COLD METAL: Case Summary & 20 Largest Unsecured Creditors
COLONIAL TRUST: KPMG Doubts Company's Ability to Continue Ops.
CONSECO GROUP: Weiss Further Downgrades Safety Rating to E+

DEVON MOBILE: Case Summary & 20 Largest Unsecured Creditors
DOBSON COMMS: Names Douglas Stephens as Chief Operating Officer
DRESDNER RCM: Fitch Downgrades Class B-1 & B-2 Notes to B+
ELCOM INT'L: CEO Crowell Buying More Stock for Personal Account
ENCHIRA BIOTECHNOLOGY: Violates Nasdaq Min. Listing Requirements

ENGAGE INC: Commences Trading on OTCBB Effective August 15, 2002
ENRON FUELS: Case Summary & 6 Largest Unsecured Creditors
ENTRADA NETWORKS: Continues to Violate Nasdaq Listing Guidelines
EQUATORIAL ENERGY: Completes Balance Sheet Restructuring Deal
FAIRCHILD DORNIER: Debunks U.S. Trustee's Bid to Convert Cases

FEDERAL-MOGUL: Committees Have Until Sept. 16 to Sue Lenders
FIBERCORE INC: June 30 Working Capital Deficit Balloons to $14MM
GLOBAL CROSSING: Obtains Approval to Hire Brokers for IRU Sale
GOLD STANDARD: Fails to Meet Pacific Exchange Listing Guidelines
GREAT LAKES AVIATION: Nasdaq Knocks Off Shares Effective Aug. 14

GROUP TELECOM: Appoints David Baird to Board of Directors
HCI DIRECT: Gets Nod to Hire Deloitte & Touche as Tax Advisors
HPL TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
HORSEHEAD INDUSTRIES: Case Summary & 30 Largest Unsec. Creditors
ICH CORP: Panel Balks at Independent Directors' Outrageous Pay

IMMTECH INTERNATIONAL: Deloitte Expresses Going Concern Doubts
INFORMATION ARCHITECTS: CEO to Purchase Up to 3 Million Shares
KAISER ALUMINUM: Gets OK to Continue Using Existing Bank Accts.
KMART CORP: Court Nixes Ridgewood's Request for Stay Relief
KMART: Initiates Cost-Reduction Program to Save $66MM for 2002

LERNOUT: Dictaphone Seeks Claims Objection Deadline Extension
LODGENET: Lenders Loosen Covenants Under Credit Agreement
LOOK COMMS: Reports EBITDA Improvement in Second Quarter of 2002
MAGELLAN HEALTH: S&P Hatchets Counterparty Rating to B- from B

METALS USA: Court Okays Proposed Uniform Asset Sale Procedures
METROCALL INC: Lease Decision Period Stretched Until Year-End
MILESTONE SCIENTIFIC: Equity Deficit Reaches $5MM at June 30
NII HOLDINGS: Gets Extension of Lease Decision Period to Oct. 31
NTL INCORPORATED: Confirmation Hearing Convenes on September 5

NATIONAL STEEL: Asks Court to Okay City of Buffalo Settlement
NEW CENTURY: Has Until Feb. 10, 2003 to Meet Nasdaq Requirements
NEXTERA ENTERPRISES: Must Meet Nasdaq Requirements by Feb. 2003
NORTEL: Will Provide GSM/GPRS Access Solutions to Centertel
NUEVO ENERGY: David Batchelder Resigns from Board of Directors

ON2 TECHNOLOGIES: Board Approves New Round of Financing
OWENS CORNING: Oregon Bar Date Extended Until November 15, 2002
PACIFIC GAS: Committee's Comments on Alternate Plans of Reorg.
PARTS.COM: Must Generate New Funds to Meet Current Obligations
POLAROID CORP: Seeks Third Extension of Exclusive Periods

SL INDUSTRIES: Posts Improved Results for Second Quarter 2002
STATIONS HOLDING: Court Sets Sept. 25 Plan Confirmation Hearing
SYNSORB BIOTECH: Nasdaq Delists Shares Effective August 15, 2002
SYNSORB BIOTECH: Cash Balance Down to $851,000 in June Quarter
TIDEL TECHNOLOGIES: Has $4.4M Working Capital Deficit at June 30

US AIRWAYS: Final $500M DIP Financing Hearing Set for Sept. 26
US DIAGNOSTIC: Mulling Over Bankruptcy Filing to Sell All Assets
VARI-LITE INT'L: May Violate Credit Pact's Financial Covenants
VILLAGEWORLD.COM: Auditors Doubt Ability to Continue Operations
WHEELING-PITTSBURGH: Inks Services Agreement With Columbia Gas

WILLIAMS COMMS: Court Nixes Request to Appoint Equity Committee
WORLDCOM: Committee Wants to Set-Up Screening Wall Procedures
XETEL CORP: Evaluating Alternatives Including Sale of All Assets

* Meetings, Conferences and Seminars

                           *********

360NETWORKS: T-Systems Seeks Stay Relief to Terminate Agreement
---------------------------------------------------------------
T-Systems USA, Inc., seeks relief from the automatic stay to
exercise its contractual rights to terminate that certain
Communications Services Agreement with 360networks inc. Debtors
dated December 15, 2000.  In the alternative, T-Systems asks the
Court to deem the Communications Services Agreement rejected
under Sections 365 and 105 of the Bankruptcy Code and Rule 6006
of the Bankruptcy Rules because the Debtors:

-- have materially breached that agreement, and

-- has no means by which to satisfy the requirements of Section
    365(b) to cure past defaults or to provide adequate assurance
    of future performance of the Parties' Communications Services
    Agreement.

Mark B. Joachim, Esq., at Morrison Foerster LLP, in New York,
informs the Court that T-Systems and the Debtors are parties to
a Communications Services Agreement dated December 15, 2000.
However, because of the Debtors' basic inability to perform its
obligations under that agreement, T-Systems has completely
failed to receive the benefit of its bargain and is threatened
with serious immediate and irreparable harm.  In short, the
fundamental economic assumptions of the parties underlying the
agreement have failed -- resulting in a near total failure of
consideration.

Mr. Joachim explains that T-Systems entered into the
Communications Services Agreement with the Debtors to establish
a strategic partnership with a North American-based company that
could significantly assist T-Systems in building its global
telecommunications network -- Telekom Global Network, a critical
component of which is the North American segment.  Under the
Communications Services Agreement, 360 was to provide domestic
and international fiber optic wavelengths, domestic and
international dark fiber, equipment space within collocation
facilities, other capacity and dark fiber services on its global
network, and critical services related to maintenance and
operations.  The reliable construction, operation and
maintenance of this broadband fiber-optic network are mission
critical to the Telekom Global Network.

In consideration of the valuable products and services the
Debtors promised to make available, T-Systems agreed to a "take
or pay" arrangement with the Debtors, under which T-Systems must
purchase $50,000,000 in products and services from the Debtors
during the first 2-year "commitment period" under the Agreement.
Notwithstanding the obvious contractual incentive for T-Systems
to buy all products and services, network capacity and
collocation space from the Debtors that it can, it is too risky
to the functioning and reputation of the Telekom Global Network
for T-Systems to continue under the Communications Services
Agreement.  The Debtors' performance to date has failed to meet
the standards and practices that govern the communications
industry, the standard of performance expressly prescribed by
the Communications Services Agreement.

The Debtors' inability to perform its obligations under the
Communications Services Agreement has caused T-Systems to suffer
direct and indirect monetary losses, as well as injury to its
reputation.  Absent relief from this Court, T-Systems will
continue to suffer significant and potentially irreparable harm.

Mr. Joachim points out that the Debtors' record of non-
performance to date and its disposition of network critical
assets, resources and skills necessary to complete performance
under the Agreement evidence the Debtors' repudiation and breach
of the Communication Services Agreement.  Quite literally, the
Debtors have no demonstrable ability to perform under the
Communications Services Agreement.  The Debtors' inability to
perform under the Communications Services Agreement and to
deliver the benefit of the bargain for which T-Systems
contracted, are demonstrated in these areas:

-- Failure of network reliability;

-- Failure of network standards;

-- Failure to provide useable collocation facilities;

-- Failure to fulfill domestic and international service
    offerings; and

-- Failure to provide adequate technical support.

This means that the Debtors will never be able to satisfy the
requirements of Section 365(b) for assumption of that agreement.
Since the filing of its Chapter 11 petition, the Debtors have
offered assurances of future performance under its contracts
with T-Systems, but those purported assurances are belied by:

-- the fundamental and ongoing postpetition failures of the
    Communications Services Agreement by the Debtors, and

-- the Debtors' own admissions to this Court regarding the
    significant paring down of its operations globally and in the
    United States, which will render fulfillment of the Debtors'
    obligations under the Communications Services Agreement
    virtually impossible.

Furthermore, Mr. Joachim notes that the Debtors have indicated
in its joint Disclosure Statement that a fundamental part of its
joint Plan of Reorganization is to cease providing global
network services and focus instead exclusively on operations in
North America.  Consistent with those statements, the Debtors
have already completely closed down their businesses in Europe,
Asia, and South America as well as shut down all submarine
cables connecting those continents.

Under Section 362(d)(1) of the Bankruptcy Code, cause exists to
grant T-Systems relief from the automatic stay to effect
termination of the Communication Services Agreement.  Mr.
Joachim claims that the Debtors are in material breach of that
agreement, and it has no ability to perform fully the
Communications Services Agreement in the future.  The Debtors'
actions are tantamount to a repudiation of the Communication
Services Agreement, making it clear that the Debtor has no
cognizable interest in that agreement.

Additionally, under Section 365 of the Code, Mr. Joachim asserts
that this Court's discretion is properly exercised by deeming
the Communications Services Agreement rejected now because the
Debtors have no ability or intent to assume that agreement, yet
T-Systems is suffering on-going, serious harm from its inability
to terminate the agreement and economically secure replacement
services from a capable provider.  As those injuries serve only
to increase the size of T-Systems' claim against the Debtors'
estate, it serves the best interests of all creditors to deem
the Communications Services Agreement rejected now. (360
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA COMM: Court OKs Fried Frank as Debtors' Special Counsel
----------------------------------------------------------------
Adelphia Communications, and its affiliate-debtors obtained
permission from the Court to employ the firm of Fried Frank
Harris Shriver & Jacobson as special corporate and securities
law counsel for the Debtors under a general retainer to perform
legal services.

The current hourly rates that Fried Frank presently charges for
the legal services of its professionals are:

        Partners               $535 - $885 per hour
        Of Counsel             $490 - $685 per hour
        Special Counsel        $480 - $515 per hour
        Associates             $255 - $440 per hour
        Legal Assistants       $130 - $195 per hour

The Fried Frank attorneys who are likely to perform services in
these cases and the hourly rates attributable to their work for
this engagement are:

        Stephen Fraidin - Partner            $885
        Audrey Strauss - Partner             $670
        Craig F. Miller - Partner            $645
        Thomas W. Christopher - Partner      $645
        Mark J. Stein - Partner              $605
        Andrew Colosimo - Associate          $415
        Ella Zalkind - Associate             $345
        Kristen Lonergan - Associate         $295

As previously reported, Fried Frank has primarily assisted in
the representation of the ACOM Debtors in connection with
various investigations, actions and proceedings pending before
the U.S. Department of Justice, the U.S. Securities and Exchange
Commission and the Nasdaq Stock Market.  Fried Frank has also
assisted in:

* advising the ACOM Debtors and its board of directors regarding
   certain corporate governance matters and certain disclosure
   obligations under the federal securities laws,

* the representation of the ACOM Debtors in certain aspects of
   its relationships with John J. Rigas and his relatives, and

* advising the ACOM Debtors in connection with certain aspects
   of a possible corporate restructuring, including a possible
   consent solicitation to be made to the holders of certain of
   ACOM's publicly traded debt securities. (Adelphia Bankruptcy
   News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


ADMIRAL CBO: S&P Places Several Note Ratings on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-2, B-1, B-2, and C notes issued by Admiral CBO (Cayman)
Ltd., an arbitrage CBO transaction originated in August of 1999,
on CreditWatch with negative implications. At the same time, the
triple-'A' rating assigned to the class A-1 notes is affirmed.
The ratings assigned to the class B-1 and B-2 notes were
previously lowered in April of 2002, while the rating assigned
to the class C notes was previously lowered in August of 2001
and again in April of 2002.

The current CreditWatch placements on the ratings assigned to
the class A-2, B-1, B-2, and C notes reflect factors that have
negatively affected the credit enhancement available to support
the notes since the previous rating action in April of 2002.
These factors include continuing par erosion of the collateral
pool securing the rated notes and a negative migration in the
overall credit quality of the assets within the collateral pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the April 2002 rating action. According
to the most recent available monthly report (August 1, 2002),
the class A overcollateralization ratio was at 115.66%, versus
the minimum required ratio of 127%, compared to a ratio of
122.01% at the time of the April 2002 rating action; also, the
class B overcollateralization ratio was at 97.32%, versus its
required minimum ratio of 112.0%, compared to a ratio 102.66% at
the time of the April 2002 rating action; and, the class C
overcollateralization ratio was at 91.37%, versus its required
minimum ratio of 100.0%, compared to a ratio 96.39% at the time
of the April 2002 rating action.

Also, the credit quality of the collateral pool has deteriorated
since the April 2002 rating action. Including defaulted assets,
24.17% of the assets in the portfolio currently come from
obligors rated triple-'C'-plus or below by Standard & Poor's,
and 13.48% of the performing assets come from obligors with
ratings on CreditWatch negative.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Admiral CBO (Cayman) Ltd. to determine
the level of future defaults the rated tranches can withstand
under various stressed default timing and interest rate
scenarios, while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether
the ratings currently assigned to the class A-2, B-1, B-2, and C
notes remain consistent with the amount of credit enhancement
available.

     RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS

                 Admiral CBO (Cayman) Ltd.

                Rating
      Class    To                From       Balance(Mil. $)
      A-2      AA/Watch Neg      AA         47.500
      B-1      B-/Watch Neg      B-         14.000
      B-2      B-/Watch Neg      B-         25.000
      C        CCC-/Watch Neg    CCC-       16.000

                        RATING AFFIRMED

                Admiral CBO (Cayman) Ltd.

      Class    Rating     Balance (Mil. $)
      A-1      AAA        159.349


ADVANCED GLASSFIBER: Amends Previous Statement on Q2 EBITDA
-----------------------------------------------------------
Advanced Glassfiber Yarns LLC announced that on August 16, 2002,
it erroneously corrected its previously stated EBITDA results
for the quarter ended June 30, 2002. Below is a corrected
version. The Company apologized for the error.

Advanced Glassfiber Yarns LLC amended its previous statement and
confirmed that the EBITDA for the quarter ended June 30, 2002
decreased $8.4 million, or 53.5%, to $7.3 million from $15.7
million for the quarter ended June 30, 2001.

Advanced Glassfiber Yarns, headquartered in Aiken, SC, is one of
the largest global suppliers of glass yarns, which are a
critical material used in a variety of electronic, industrial,
construction and specialty applications. Prior to and including
September 30, 1998, the Company was the glass yarns and
specialty materials business of Owens Corning. Since September
30, 1998, Advanced Glassfiber Yarns has been a joint venture
between Porcher Industries, S.A. and Owens Corning.

                            *    *    *

As reported in Troubled Company Reporter's August 16, 2002
edition, Advanced Glassfiber entered into an additional
amendment and forbearance agreement with its senior secured
lenders under an initial $315 million revolving credit and term
loan facility.

Previously, the Company had announced that it was in discussions
with its lenders regarding a consensual restructuring of
approximately $180 million of indebtedness outstanding under
such facility, and had obtained an initial agreement from its
lenders to forbear from exercising rights and remedies under
such facility until August 13, 2002. Under the latest amendment
and forbearance agreement, the Company's senior secured lenders
agreed, among other things, to extend the forbearance period
until September 27, 2002, while the parties continued
restructuring discussions.


AMERICAN MEDICAL: Ernst & Young Expresses Going Concern Doubt
-------------------------------------------------------------
American Medical Technologies, Inc., develops, manufactures and
markets high technology products designed primarily for general
dentistry.  American Medical's primary products are pulsed
dental lasers, primarily the Diolase and PulseMaster models; the
Anthos System line of dental chairs and units, high speed curing
lights; air abrasive kinetic cavity preparation systems, and
intra oral cameras, which are developed and manufactured at its
manufacturing facility in Corpus Christi, Texas. American
Medical also develops, manufactures and markets precision air
abrasive jet machining systems for industrial applications.
American Medical, incorporated in Delaware in November 1989,
completed its initial public offering in June 1991.  American
Medical changed its name from American Dental Technologies,
Inc., on July 13, 2000.

For the year ended December 31, 2001, the Company's revenues
decreased 26% compared to 2000. This decrease in revenues was
primarily due to a 59% decrease in international revenues due to
the expiration of a sales agreement with the Company's Japanese
distributor. The Japanese distributor opted not to renew the
agreement indicating that it had too "much product in stock".
The Company is currently seeking new distributor partners in
Japan, however, due to adverse economic conditions in Japan, has
been unable to engage a new distributor. In 2000 and 1999, sales
to this distributor represented 21% and 19% of total revenues,
respectively.  If the Company is unable to engage a new Japanese
distributor, it could lose sales of approximately $1 million in
fiscal year 2002.  The decrease in revenues is also attributable
to a decline in attendance at dental trade shows subsequent to
the September 11th terrorist attacks.  The overall decline in
revenues in 2001 is attributable to all product lines, with the
largest revenue decreases in the dental laser, intra-oral camera
and plasma arc curing lines.  These three product lines posted
revenue declines in 2001 of approximately $2.5 million, $1.3
million, and $1.1 million, respectively.  The Company's parts
and service revenues continued to increase in 2001, growing by
approximately $500,000.  The introduction of the Anthos Systems
dental chairs added approximately $250,000 to revenues in 2001.
As of March 25, 002, the Company had backlog orders of more than
$320,652 for the Anthos System dental chairs and more than
$726,295 for the Cavilase laser.  The Cavilase is in its final
stages of development and the Company cannot predict when it
will begin filling these orders.

Gross profit as a percentage of revenues was 42% for the year
ended December 31, 2001, compared to 45% in 2000 and 48% in
1999.  The decrease in gross margin in 2001 compared to 2000 is
the result of the decline in sales, which resulted in an
increase in the reserve for slow moving inventory of
approximately $588,000 in 2001, and  increased discounting
domestically subsequent to the September 11th terrorist attacks.
The decrease in gross profit as a percentage of revenues in 2000
was due to the Company increasing its reserve for slow-moving
inventory in response to the decline in the air abrasion and
camera markets.

The independent auditors for the Company, Ernst & Young, state:
"The Company was in technical default on certain financial
covenants in connection with its line of credit.  The Company
and its bank have entered into a forbearance agreement, under
which the bank has agreed not to exercise its remedies under the
defaulted line of credit until September 15, 2002.  Accordingly,
the entire amount outstanding under the line of credit of
approximately $1,750,000 has been classified as a current
liability in the accompanying consolidated financial
statements......These matters raise substantial doubt about the
Company's ability to continue as a going concern."


AMERICAN PLUMBING: S&P Puts B+ Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'B'-plus
corporate credit rating on American Plumbing & Mechanical Inc.,
on CreditWatch with negative implications following the
company's announcement that it will generate about $31 million
in EBITDA in 2002, down from previous guidance of $46 million.
Round Rock, Texas-based AMPAM is a leading provider of plumbing
and mechanical contracting services in the U.S. The rating
action affects about $167 million in debt outstanding at June
30, 2002.

"The reduced EBITDA is due to weaker-than-expected profitability
within the company's commercial construction operations and
intensified competition in many of its key end markets," said
Standard & Poor's credit analyst Joel Levington.

As a result of the reduced cash generation and elevated debt
levels, AMPAM was forced to obtain another amendment to its bank
credit facility, including reducing the total facility size to
$90 million from $95 million, further straining liquidity in the
near term, with just $18 million in availability at June 30,
2002.

Standard & Poor's will meet with management to discuss
initiatives to improve operating performance within the
company's commercial construction unit, the outlook for its key
end markets, and the resulting financial and liquidity profile
before taking a further ratings action.


AMES DEPT: Nassi, Gordon & SB Handling 327-Store GOB Sale
---------------------------------------------------------
Pursuant to the GOB Sale, Ames Department Stores, Inc., and its
debtor-affiliates sought and obtained Court approval to enter
into an Agency Agreement with the joint venture comprised of:

            -- The Nassi Group LLC,
            -- Gordon Brothers Retail Partners LLC, and
            -- SB Capital Group LLC.

Upon the Debtors' request, the Court also granted a
superpriority administrative expense status to the Agent's
claims arising under the Agency Agreement.  The superpriority
claims will be subordinate to the superpriority administrative
expense claims granted to the lenders under the DIP Credit
Agreements.

Under the Agency Agreement, the Agent will act as the Debtors'
exclusive agent for the limited purpose of conducting the sale
of the Merchandise located in the Debtors' 327 remaining store
locations and three distribution centers, as well as the sale of
certain Fixtures owned by the Debtors.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, contends that the Agency Agreement benefits the
Debtors, their estates, their creditors, and all parties in
interest because:

A. the Agent is a nationally recognized professional liquidator
    experienced in conducting sales of this nature.  By retaining
    the Agent to sell the inventory at the Stores through the GOB
    Sales, the Debtors will be able to maximize sale proceeds for
    the inventory while minimizing distraction of the Debtors
    from their overall reorganization efforts; and

B. the Agency Agreement represents a more cost-effective manner
    for the Debtors to conduct the GOB Sales because the Agent
    has extensive knowledge, expertise, and experience in
    conducting store closing sales.

Mr. Bienenstock informs the Court that the Debtors were
satisfied with the manner in which Nassi conducted the prior
store closing sales.  The Debtors are confident that the Agent
will provide the best value and service in conducting the GOB
Sales.  As a result, the Debtors determined that an additional
selection process was neither necessary nor desirable.

The salient provisions of the Agency Agreement include:

A. The Agent's Responsibilities: The Agent will supply up to 223
    additional full-time supervisors for the Stores and will have
    the right to reduce or increase that number as dictated by
    the demands of the sale.  The Agent will:

     1. plan the advertising, marketing, and sales promotion for
        the GOB Sales;

     2. arrange the stock in the stores for liquidation;

     3. determine and effect price reductions so as to sell the
        Merchandise in the time allotted for the GOB Sales;

     4. arrange for and supervise all personnel and Merchandise
        preparation; and

     5. conduct the GOB Sales in a manner reasonably designed to
        minimize the expenses of the GOB Sales to the Debtors;

B. Employee Involvement and Incentive Program: The Agent will
    use the Debtors' Store personnel, including Store management,
    to the extent it believes the same to be feasible, and will
    select and schedule the number and type of employees required
    for the GOB Sales.  The Agent will notify the Debtors as to
    which of the Debtors' employees are no longer required for
    the GOB Sales.  After which, the Debtors will dismiss those
    employees in accordance with their applicable termination
    procedures.  The Agent will also utilize a performance-based
    bonus plan for the Stores' managers, their assistants, and
    key personnel which will emphasize the maximization of
    liquidation proceeds.  This is to ensure employee loyalty and
    hard work;

C. Completion Date: All GOB Sales are to be completed by October
    21, 2002.  The Stores will be left in broom clean condition
    by October 31, 2002;

D. Compensation to the Debtors:

    1. The Debtors will be entitled to receive and retain all
       Proceeds of the GOB Sales until they have received an
       amount equal to $452,000,000.  It being understood and
       agreed that the Designated Amount is not intended to be
       the maximum amount of the Obligations payable to the GE
       DIP Lenders by the Debtors.  The Amount is solely intended
       to be the maximum amount of Proceeds payable in respect of
       that indebtedness for purposes of computing the Initial
       Recovery Amount and the Agent's Fees; and

    2. The Debtors are also entitled to receive the next Proceeds
       of the GOB Sales until they have received an amount enough
       to reimburse the actual Sale Expenses, which are budgeted
       to be $131,335,600.  In the event the Proceeds are less
       than the Initial Recovery Amount, the Agent will pay to
       the Debtors an amount equal to the Initial Recovery
       Shortfall Amount upon the conclusion of the GOB Sales
       reconciliation in accordance with the Agency Agreement.
       The Agent's payment will be net of any amounts owed by the
       Debtors to the Agent under the Agency Agreement;

E. Compensation to the Agent: The Agent will not receive any fee
    unless the Proceeds of the GOB Sales exceed the Initial
    Recovery Amount.  In this case, the Agent will receive a
    $6,500,000 Base Fee.  If the Proceeds exceed the Sharing
    Threshold -- the Base Fee plus the Initial Recovery Amount --
    then the Proceeds will be shared between the Debtors and the
    Agent in accordance with this arrangement:

    * the next Proceeds equal to 2% of the Retail Value of the
      Inventory will be shared 90% to the Debtors and 10% to the
      Agent;

    * the next Proceeds equal to 3% of the Retail Value of the
      Inventory will be shared 85% to the Debtors and 15% to the
      Agent; and

    * all Proceeds realized thereafter will be shared 80% to the
      Debtors and 20% to the Agent.

    In the event the Retail Value of the Inventory is less than
    $980,000,000,

    -- the Initial Recovery Amount will be adjusted in accordance
       with the Agency Agreement, and

    -- the Base Fee will be no less than $19,875 per Store;

F. Fixtures: In the event the Debtors, with the prior consent of
    GECC, as agent for the GE DIP Lenders, request the Agent to
    sell or otherwise dispose of the Fixtures, the Agent agrees
    to use its reasonable best efforts to sell or otherwise
    dispose of the Fixtures.  The Agent will receive as
    compensation 20% of the Proceeds of the sale of the Fixtures;

G. Security: To secure the Agent's obligations to pay the
    Initial Recovery Shortfall Amount and the Expense Overage
    Amount, the Agent will furnish to the Debtors irrevocable
    standby Letters of Credit in the aggregate original face
    amount equal to $300,000,000, for the benefit of the Debtors
    and the GE DIP Lenders.  The amount will be reduced as the
    Debtors receive Proceeds;

H. Expenses: Among other expenses, the Debtors will be
    responsible for:

    1. the payment of payroll and retention bonuses for Store
       employees;

    2. payroll taxes and certain benefits for store employees;

    3. the Agent's costs for supervisors' fees, reasonable travel
       costs, and bonuses at rates agreed to among the Agent and
       the Debtors;

    4. advertising and promotional costs, including signage;

    5. risk management;

    6. utilities; and

    7. occupancy costs, including rent and real estate taxes.

    The Agent will guarantee that the expenses will not exceed
    the $139,586,150 Expense Cap;

I. Additional Merchandise: In the event the Agent and the
    Debtors determine that the GOB Sales would benefit by adding
    merchandise, the Agent, at its expense, will use all
    reasonable efforts to procure the additional merchandise for
    the Stores.  The Debtors will be entitled to 7.5% of the
    gross proceeds realized upon the sale of the additional
    merchandise. The Agent will be entitled to the remainder
    thereof;

J. Leased Departments: The leased shoe departments within the
    Stores may participate in the GOB Sales at the option of the
    operator of those departments so long as they follow the
    rules, procedures, and discounts recommended and implemented
    by the Agent.  Applicable lease income for the leased shoe
    department accrued during the GOB Sales will be included in
    the Proceeds; and

K. Indemnification: The Agent and the Debtors agree to
    indemnify, defend, and hold each other free and harmless from
    and against any and all demands, claims, actions or causes of
    action, assessments, losses, damages, liabilities,
    obligations, costs, and expenses of any kind whatsoever,
    including, without limitation, attorneys' fees and costs,
    asserted against, resulting from, or imposed upon, or
    incurred by either party hereto by reason of, or resulting
    from, a material breach of any term or condition contained in
    the Agency Agreement or any willful or intentional act of the
    other party.

Daniel Kane, managing director of The Nassi Group, assures the
Court that the Agent holds no adverse interests in the Debtors
and their estates.  Mr. Kane, however, discloses potential
conflicts in interests:

1. The Agent has professional relationships in matters unrelated
    to this case with Buxbaum Group and Alco Capital Group;

2. Affiliates Paul Buxbaum and Alan Cohen are members of Ames'
    board of directors;

3. SB Capital have retained the law firm of Weil, Gotshal and
    Manges in matters unrelated to these cases;

4. SB Capital is a participant in the Debtors' DIP financing
    with Kimco Funding, LLC; and

5. SB Capital is a participant with Kimco Realty Corp in KRC
    Acquisition Corp. (AMES Bankruptcy News, Issue No. 23;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


AQUILA: ET Company to Acquire Natural Gas Pipelines for $265MM
--------------------------------------------------------------
Aquila, Inc., (NYSE:ILA) has signed an agreement to sell its
Southeast Texas and Mid-Continent natural gas pipeline systems,
including natural gas and gas liquids processing assets, and its
50 percent ownership in Oasis Pipe Line Company to ET Company,
Ltd (Energy Transfer Company) for $265 million in cash, subject
to certain adjustments.

The financing structure for the acquisition will involve a
combination of equity, to be provided by an investor group led
by Natural Gas Partners, and debt, to be sourced from one or
more financial institutions. The transaction is expected to be
completed in 60 to 90 days and is subject to regulatory review
under the Hart-Scott-Rodino Act and other pre-closing
conditions.

The Aquila pipeline facilities and other assets in this sale,
owned and operated by Aquila subsidiary Aquila Gas Pipeline
Corporation, include three natural gas pipeline systems, two
processing facilities and eight natural gas treating facilities,
all in Southeast Texas. The Mid-Continent assets, located
primarily in western Oklahoma, include AQP's Elk City natural
gas and gas liquids processing plant and its associated gas
gathering system. In addition to these assets, the sale also
includes AQP's ownership interests in two joint venture
arrangements with assets located in South Texas and the Permian
Basin area of West Texas.

The Oasis pipeline system, which consists of some 600 miles of
pipeline, connects the Waha natural gas hub in the Permian Basin
of West Texas with the Katy market hub near Houston, Texas.
Physical throughput capacity of the pipeline is approximately 1
billion cubic feet of gas per day (Bcf/d).

Approximately 175 employees are associated with these assets, a
majority of whom are expected to transfer to Energy Transfer
Company.

"We look forward to working with Aquila to bring this
transaction to closure," said Mackie McCrea, executive vice
president of Energy Transfer Company. "All of the parties are
committed to this deal."

"With this transaction, we have announced asset sales totaling
$483 million," said Robert K. Green, Aquila president and chief
executive officer. "We are well on our way to achieving our goal
of selling $1 billion in non-strategic assets, a major part of
the restructuring we announced just over two months ago."

Aquila is actively working toward the sale of a number of its
merchant assets. Last week the company announced the $180
million sale of its Texas gas storage assets to ScottishPower's
PacifiCorp Power Marketing, Inc. That sale includes the Katy
storage facility near Houston, Texas, and two other gas storage
development projects.

Other previously announced sales include the company's 16.58
percent interest in the Lockport Energy facility near Buffalo,
New York, for $37.5 million in cash. A short list of bidders has
been selected for the sale of New Zealand-based UnitedNetworks,
55.5 percent-owned by Aquila. UnitedNetworks is the largest
energy distribution company in New Zealand. Aquila also has
announced its intention to sell its 79.9 percent share of Avon
Energy Partners Holding Company, the holding company for
Midlands Electricity plc, in the United Kingdom, and is in the
process of selecting a preferred bidder for its Hole House gas
storage facility in the UK.

Credit Suisse First Boston acted as Aquila's exclusive financial
advisor in the AQP transaction.

Aquila intends to use the proceeds from this transaction and the
other asset sales to redeem and retire its existing indebtedness
as part of its commitment to maintain its credit profile.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving more than six million
customers in seven states and in Canada, the United Kingdom, New
Zealand and Australia. The company also owns and operates power
generation and mid-stream natural gas assets. At June 30, 2002,
Aquila had total assets of $11.9 billion. More information is
available at http://www.aquila.com

Energy Transfer Company Ltd., is a privately-owned company based
in Dallas, Texas. Energy Transfer owns and operates natural gas
gathering, processing, treating, and compression assets in Texas
and Louisiana. The company also engages in extensive electric
power activities. This includes small power generation and
patent pending dual drive compression technology that
facilitates large-scale natural gas/electricity arbitrage at the
natural gas pipeline level.

NGP is a private equity investment firm focused on providing
equity capital to the energy industry. Since its inception in
1988, NGP equity funds have had aggregate capital under
management of more than $1 billion and have invested in more
than 50 companies.


AQUIS: Consummates Debt Restructuring with Principal Lenders
------------------------------------------------------------
Aquis Communications Group, Inc., (OTC Bulletin Board: AQIS)
consummated its previously announced restructuring with its
principal lenders, including FINOVA Capital Corporation and Amro
International, S.A.  The Company's senior lender, FINOVA,
exchanged approximately $34 million in debt for a new
convertible preferred stock and warrants, which are convertible
or exchangeable for 79.99 percent of the fully diluted shares of
Aquis, and restructured senior debt.  The new convertible
preferred stock and warrants were issued to a newly formed,
wholly owned subsidiary of the Company's senior lender.  The
restructured senior debt payable to the Company's senior lender,
representing approximately $9 million, is payable over four
years.  Aquis also has the ability to have $2.0 million of this
debt forgiven if it is successful in retiring $7.0 million of
its debt by a date certain.

Subordinated debt was reduced from approximately $2.5 million to
$1 million and in exchange, Amro received convertible preferred
stock and warrants, which are convertible or exchangeable for
9.9 percent of the fully diluted shares of Aquis.  Finally, the
holders of the Company's existing preferred stock received
$300,000 in new non-convertible preferred stock. Existing common
stockholders represent the remaining 10.11 percent of the
outstanding common stock of the restructured company.

Aquis Communications Group, Inc., currently offers one-way and
two-way interactive messaging as well as national, regional and
local messaging services to customers in the Northeast and Mid-
Atlantic areas.  The Company also offers cellular, long distance
and data services.  Headquartered in Parsippany, NJ, Aquis
Communications maintains offices in Freehold, NJ and Tyson's
Corner, VA.  Ladenburg Thalmann & Co. Inc., acted as financial
advisor to Aquis Communications during the restructuring.  For
more information on Aquis Communications visit
http://www.aquiscommunications.com


BETHLEHEM STEEL: Court Fixes September 30 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
fixes September 30, 2002, at 5:00 p.m. (Eastern Time) as the
general bar date for all creditors of Bethlehem Steel
Corporation and its debtor-affiliates to file their proofs of
claim on account of prepetition debts or liabilities against any
of the Debtors.

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


BIG BUCK BREWERY: Fails to Maintain Nasdaq Listing Standards
------------------------------------------------------------
Big Buck Brewery & Steakhouse, Inc., (Nasdaq: BBUC) received a
Nasdaq Staff Determination on August 14, 2002 indicating that it
fails to comply with the $1.00 minimum bid price requirement for
continued listing set forth in Marketplace Rule 4310(C)(4), and
that its securities are, therefore, subject to delisting from
The Nasdaq SmallCap Market.

In response to the notice, Big Buck has requested a hearing
before a Nasdaq Listings Qualification Panel to review the Staff
Determination.  There can be no assurance that the Panel will
grant Big Buck's request for continued listing.

If Big Buck's securities do not continue to be listed on The
Nasdaq SmallCap Market, such securities would become subject to
certain rules of the SEC relating to "penny stocks."  Such rules
require broker-dealers to make a suitability determination for
purchasers and to receive the purchaser's prior written consent
for a purchase transaction, thus restricting the ability to
purchase or sell the securities in the open market.  In
addition, trading, if any, would be conducted in the over-the-
counter market in the so-called "pink sheets" or on the OTC
Bulletin Board, which was established for securities that do not
meet Nasdaq listing requirements.  Consequently, selling Big
Buck's securities would be more difficult because smaller
quantities of securities could be bought and sold, transactions
could be delayed, and security analyst and news media coverage
of Big Buck may be reduced.  These factors could result in lower
prices and larger spreads in the bid and ask prices for Big Buck
securities.  There can be no assurance that Big Buck securities
will continue to be listed on The Nasdaq SmallCap Market.

Big Buck Brewery & Steakhouse, Inc., operates restaurant-
brewpubs in Gaylord, Grand Rapids and Auburn Hills, Michigan,
offering casual dining featuring a high quality, moderately
priced menu and a variety of award- winning craft-brewed beers.
In August 2000, the company opened its fourth unit in Grapevine,
Texas, a suburb of Dallas.  This unit is owned and operated by
Buck & Bass, L.P. pursuant to a joint venture agreement between
the company and Bass Pro Outdoor World, L.L.C.


BUDGET GROUP: Court Approves Debt Settlement with IT Providers
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates sought and obtained
the Court's permission to continue and maintain their business
relationship with their non-debtor information technology
partners, including payment or set-off of prepetition amounts
owed the IT Providers consistent with past business practices.

William Johnson, Budget Group Inc., Executive Vice President and
Chief Financial Officer, explains that it is necessary for the
Debtors to continue operating in the ordinary course of business
and maintain their business relationships with their Information
Technology providers.

According to Mr. Johnson, the Debtors' IT functions are designed
to provide them with high quality, cost-effective systems and
services on a timely basis.  Budget Rent A Car Corporation's
reservation system, which consists of a highly integrated
mainframe system with an intelligent workstation component for
reservation agents, allows the reservation agents throughout the
United States to access pertinent information in a real-time and
user-friendly manner to meet customer needs.  The reservation
system has direct interfaces to the airline reservation systems
and captures key corporate and customer information, which
allows the Debtors to provide fully-integrated services to their
customers.

Mr. Johnson relates that Budget Rent A Car's rental counter
system, BEST I, supports both the corporate-owned and franchisee
operations.  Its fleet system supports the financing, accounting
and ordering of all brands of vehicles, including direct
ordering lines to Ford, Toyota, Chrysler, General Motors and
Isuzu.  The Debtors' human resources, benefits and payroll
interface, on the other hand, is supported by a client-server
system that automatically feeds to an outsourced payroll system.

In order to keep tight control of their information systems, to
keep redundancy low, and quality consistent high, the Debtors
have centralized the management of all information systems
within an IT group.  Mr. Johnson relates that the Debtors will
continue to enhance and consolidate their IT systems to further
facilitate their delivery of consistent customer service at all
of their locations.

To insure efficiencies in their business, the Debtors outsourced
their different IT functions to these different IT providers
under separate agreements:

A. Computer Sciences Corp.:  Administration of Budget Rent A
    Car's information systems including data centers, networks,
    user support, application and maintenance;

B. Perot Systems:  Administration of Ryder TRS and truck
    specific systems' information systems including data centers,
    networks, user support, application and maintenance;

C. First Data Point of Sale:  Ryder dealer user-support
    functions;

D. TSD Inc.:  Web hosting and software support services to the
    Debtors' insurance replacement segment; and

E. BMS International System Development Ltd.:  Front counter
    system to Budget Rent A Car International's corporate and
    franchisee locations in Europe and the Middle East.

Prior to the Petition Date, the Debtors owe the IT providers:

     A. Computer Sciences Corp.                        $3,900,000
     B. Perot Systems                                   1,170,000
     C. First Data Point of Sale                          690,000
     D. TSD Inc.                                           30,000
     E. BMS International System Development Ltd.         520,000
         Development Ltd.

The Debtors must pay these obligations before IT providers will
continue its services.  The Debtors, however, reserve the right
to negotiate new trade terms with the IT Providers as a
condition to payment of any prepetition obligation. (Budget
Group Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BUDGET GROUP: Bankruptcy Prompts S&P to Monitor Team Fleet Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services provided a market update on
the rental car asset-backed notes included in all series of ABS
transactions issued by Team Fleet Financing Corp., which remain
on CreditWatch with negative implications, where they were
placed on April 8, 2002.

The notes were placed on CreditWatch negative in order to
reflect Standard & Poor's pending review of timing assumptions
regarding the exercise of remedies under the U.S. Bankruptcy
Code in a Chapter 11 bankruptcy filing of a car rental fleet
lessee, as well as the operational and cost aspects of managing
the timely disposition of a sizable car rental fleet.

On July 28, 2002, Budget Group Inc., and certain of its
subsidiaries, the lessees under certain master lease agreements
with TFFC, filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code. Consequently, all of the rated
series issued by TFFC have entered into early amortization as
required by the related securitization documentation. As such,
under the normal course, proceeds from vehicle turnbacks to the
manufacturers, other liquidations of vehicles, as well as lease
payments from the bankrupt lessees, should flow as interest and
principal payments to the rated noteholders.

An interim order issued by the Bankruptcy Court on Aug. 1, 2002
authorized Budget to enter into a new master lease agreement in
connection with the issuance of an unrated variable funding note
by TFFC. In that order, the judge held as a matter of fact and
law that: the TFFC assets are not property of any debtor's
estate and are not subject to the jurisdiction of the Bankruptcy
Court; the assets and liabilities of TFFC shall not be
substantively consolidated with the assets and liabilities of
any debtor; and that the Group IV Lease (supporting the unrated
variable funding note) constitutes a true operating lease for
purposes of Section 365 of the Bankruptcy Code.

The Bankruptcy Court determined in a subsequent interim order
dated Aug. 5, 2002 that Budget is authorized to make, on a
timely basis, all vehicle lease payments under the prepetition
lease agreements (which flow to the rated noteholders). The
Bankruptcy Court also authorized Budget to reduce its payments
on such leases to the extent of draws made by TFFC on certain
prepetition enhancement letters of credit. The remaining amounts
available to be drawn under these letters of credit, however,
may not fall below the contractually required level of credit
enhancement with respect to the rated notes (Such required
amount of credit enhancement will decrease as the rated notes
amortize.) The first lease payment owing from Budget to TFFC on
the prepetition leases was paid in full on Aug. 14, 2002. It is
anticipated that the next lease payment, due on Aug. 24, 2002
will be paid in part by Budget and in part by a draw on the
prepetition letters of credit.

Standard & Poor's believes that the interim orders adequately
preserve the rights of the rated noteholders and allow for the
continuation of the amortization of the rated notes under the
TFFC securitization structure as expected. These interim court
orders are subject to final hearings on or about Aug. 20, 2002.

                    Ratings Remain On Creditwatch
                     With Negative Implications

                      Team Fleet Financing Corp.
                Rental car asset-backed notes series 1996-1

           Class     Rating                     Balance (Mil $)
           A         BBB+/Watch Neg             5.51
           B         BBB/Watch Neg              10

                     Team Fleet Financing Corp.
           Fixed-rate rental car asset-backed notes series 1997-1

           Class     Rating                     Balance (Mil $)
           A         BBB+/Watch Neg             205.286
           B         BBB/Watch Neg              27.5

                     Team Fleet Financing Corp.
                Rental car asset-backed notes series 1998-3

           Class     Rating                     Balance (Mil $)
           A         AA/Watch Neg               425
           B         BBB+/Watch Neg             45
           C         BBB/Watch Neg              30

                     Team Fleet Financing Corp.
                Rental car asset-backed notes series 1998-4

           Class     Rating                     Balance (Mil $)
           A         AA/Watch Neg               127.5
           B         BBB+/Watch Neg             13.5
           C         BBB/Watch Neg              9.0

                     Team Fleet Financing Corp.
                Rental car asset-backed notes series 1999-3

           Class     Rating                     Balance (Mil $)
           B         AA/Watch Neg               38.5
           C         BBB+/Watch Neg             42
           D         BBB/Watch Neg              21

                     Team Fleet Financing Corp.
                Rental car asset-backed notes series 1999-4

           Class     Rating                     Balance (Mil $)
           B         AA/Watch Neg               22
           C         BBB+/Watch Neg             24
           D         BBB/Watch Neg              12

                     Team Fleet Financing Corp.
       Floating-rate rental car asset-backed notes series 2001-2

           Class     Rating                     Balance (Mil $)
           B         AA/Watch Neg               51.062
           C         BBB+/Watch Neg             61.75

                     Team Fleet Financing Corp.
       Floating-rate rental car asset-backed notes series 2001-3

           Class     Rating                      Balance (Mil $)
           B         AA/Watch Neg                25.875
           C         A-/Watch Neg                31.625


CABLEVISION: 17 Stores Will Remain Open Under Restructuring Plan
----------------------------------------------------------------
THE WIZ, a subsidiary of Cablevision Systems Corporation (NYSE:
CVC), released a list of 17 locations that will remain open
under a restructuring plan announced by Cablevision earlier this
month. As part of its growth plan, Cablevision announced on
August 8 that it would close 26 THE WIZ stores and continue
operating 17 select locations.

The stores that will remain open are:

      New Jersey
      ----------
      -   2264 Route 22, Union, NJ
      -   Rt. 202 & 206 Somerville Circle, Raritan, NJ
      -   2 Brick Plaza, Brick, NJ
      -   2111 Highway 35, Holmdel, NJ
      -   400 Luis Munoz Marin Blvd., Jersey City, NJ
      -   275-110 Rt. 10, Roxbury Mall, Succasunna, NJ
      -   Garden State Plaza Mall, Rtes. 4 & 17, Paramus, NJ

      Connecticut
      -----------
      -   330 Connecticut Avenue, Norwalk, CT

      New York
      --------
      -   1-9 West Fordham Road, Bronx, NY
      -   366 West Sunrise Avenue, Valley Stream, NY
      -   109 & 124 Old Country Road, Carle Place, NY
      -   555 5th Avenue, New York, NY
      -   212 East 57th Street, New York, NY
      -   17 Union Square West, New York, NY
      -   2577 Broadway, New York, NY
      -   1534-1536 Third Avenue, New York, NY
      -   915 Central Park Avenue, Scarsdale, NY

As part of the restructuring, THE WIZ will cease operation of
the following 26 stores over the course of the next two months:

      New Jersey
      ----------
      -   700 Plaza Drive, Secaucus, NJ
      -   73 Willowbrook Blvd (Price Club Plaza), Wayne, NJ
      -   3345 Rt. 1, Mercer Mall, Lawrenceville, NJ
      -   Monmouth Mall, Rt. 35 & Wyckoff Rd., Eatontown, NJ
      -   200 Menlo Drive, Edison, NJ
      -   55 Route 9, Suite 200, Manalapan, NJ
      -   352 Ryders Lane-Ryders Crossing, Milltown, NJ

      New York
      --------
      -   2228 Bartow Avenue, Bronx, NY
      -   39-11 Main Street, Flushing, NY
      -   31-90 Steinway Street, Astoria, NY
      -   9616-34 Queens Boulevard, Rego Park, NY
      -   376 Fulton Street, Brooklyn, NY
      -   2488-92 Flatbush Avenue, Brooklyn, NY
      -   4201 Avenue U, Brooklyn, NY
      -   433-439 86th Street, Brooklyn, NY
      -   8514-24 Bay Parkway, Brooklyn, NY
      -   871-73 6th Avenue, New York, NY
      -   726-730 Broadway, New York, NY
      -   40 Carmans Road, Massapequa, NY
      -   87 The Wiz Plaza, Lake Grove, NY
      -   5185 Unit 2-Sunrise Highway, Bohemia, NY
      -   828 Sunrise Highway, Bayshore, NY
      -   326 Walt Whitman Road, Huntington, NY
      -   401 S. Oyster Bay Road, Plainview, NY
      -   155 Rockland Center, Rt. 59, Nanuet, NY
      -   280 Marsh Road, Staten Island, NY

THE WIZ is hopeful of incorporating as many employees as
possible at the remaining store locations.

Starting this week, closing stores will hold inventory clearance
sales. Customers looking for more information can contact THE
WIZ stores directly or check the Cablevision Customer Site at
http://www.cablevision.com/customer

THE WIZ, a subsidiary of Cablevision Systems Corporation, is a
tri-state area consumer electronics retailer and offers services
including Optimum Online(R), Cablevision's high-speed Internet
service, and iO: Interactive Optimum(SM), Cablevision's digital
television service. THE WIZ also features the latest technology
in audio, video, computers and home office, as well as music and
movies.

                           *   *   *

As reported in Troubled Company Reporter's August 13, 2002
edition, Standard & Poor's Ratings Services placed its double-
'B'-plus corporate credit rating on cable television operator
Cablevision Systems Corp., on CreditWatch with negative
implications based on Standard & Poor's heightened concerns
about the company's liquidity and business position.

Bethpage, New York-based Cablevision had about $7.4 billion of
total debt outstanding as of June 30, 2002.

"The level of operating cash flow for Cablevision's combined
cable, programming, and entertainment businesses in 2003 remains
uncertain, in light of ongoing competition from direct broadcast
satellite providers, and uncertain prospects for the company's
Madison Square Garden and The Wiz consumer electronics
operations," Standard & Poor's credit analyst Catherine
Cosentino said. "This is despite announced cost-cutting
initiatives, including capital expenditure and headcount
reductions, that are expected to reduce overall external funding
requirements through 2003."

"Moreover, to date Cablevision's roll-out of digital television
services has been very limited, and its ability to rapidly ramp
up this business, as well as provide Internet telephony services
to subscribers, remains unclear," Ms. Cosentino added.


CARBITE GOLF: Streamlining Operations While Reviewing Options
-------------------------------------------------------------
Carbite Golf (TSXV: CGT; OTC Bulletin Board: CGTFF) has laid off
the majority of its work force and suspended most of its normal
business operations.  Stan Sopczyk, Carbite CEO stated: "We have
been unable to resolve our outstanding credit facilities with
our largest secured creditor which has filed suit on $1,495,000
in loans and has sent notices to our customers.  We are
reviewing all options to deal with our creditors, which may
include formal creditor protection and are looking at all
options to resolve the matter with our largest creditor.  We
have laid off workers and curtailed operations to reduce
expenses as we review our options."

Carbite Golf is a San Diego based manufacturer of innovative
golf equipment.  Patented powder metallurgy technology permits
golf club designs with a bigger sweet spot and better results
from off-center hits.  Current products include the "Polar
Balanced Putter" and the "Polar Balanced Wedge." Carbite also
sells the Putterball, a training aid popular on the PGA Tour,
and the Power Ti-Pod, the antidote for players who can't hit a
traditional driver. For product information, contact Kay Rokusek
at Carbite Golf, 9985 Huennekens St., San Diego, CA., 92121,
telephone 1-800-272-4325 or fax 858-625-0752.

For more information about the Company, visit
http://www.carbitegolf.com


CELERITY SYSTEMS: June Working Capital Deficit Tops $1.3 Million
----------------------------------------------------------------
Celerity Systems Inc., develops and manufactures, at third party
plants, digital set top boxes and digital video servers for the
interactive television and high speed Internet markets. In
addition, through arrangements with other parties, Celerity can
offer end-to-end systems for customers. The Company also
provides a comprehensive content package for educational users
with over 1300 titles   available, and a content package,
Celerivision, for use in entertainment deployments, such as
condominiums, the hospitality industry, and multihousing
properties.  It also has developed unique and valuable software
functionality and applications, which it incorporates in some of
its products and services.

The Salt Lake City accountants for the firm have included in
their Auditors Report, under date of June 14, 2002, concerning
Celerity Systems Inc.: "The Company has a working capital
deficit of $1,280,000 and has suffered recurring losses from
operations and net operating cash outflows that raise
substantial doubt about its ability to continue as a going
concern."

Revenues for the year ended December 31, 2001 were $403,997
compared to $-0- for the year ended  December 31, 2000.  This
increase is primarily from sales of digital video systems to the
education and hospitality markets.  The continuing low level of
interactive digital video systems sales is a result of the
constrained sales and marketing activities caused by the
Company's cash shortage and delays associated in 2000 with the
production of the T 6000 set top box.

Costs of revenues were $1,163,129 in 2001 compared to $717,755
in 2000. Celerity had a negative gross margin of $759,132 in
2001 compared to $717,755 in 2000.  Costs of revenues in 2001
and 2000 were  primarily due to the write down of $377,114 and
$683,750 respectively, of obsolete inventory to net realizable
value plus, in 2001, costs associated with products delivered in
the year and a reserve for lower of cost or market of $237,250.
The write down in 2000 was due to inventory obsolescence
associated with an agreement with nCUBE Corporation to
manufacture the Company's updated line of CTL 9000 digital video
servers.

Operating expenses for the 2001 were $5,667,077 compared to
$3,461,120 for 2000.  Increased operating expenses in 2001 can
be attributed to higher amortization from the issuance of
warrants in connection with an Equity Line of Credit Agreement
(approximately $1,363,975) and, separately, a  purchase or
financing commitment (approximately $408,000), increased
contract labor incurred in the  upgrade and development of the
Company interactive digital video system (approximately
$509,729), and costs associated with the write down of assets
associated with the termination of projects in the multi-housing
market (approximately $365,383), and higher professional
services of $191,158.  These  increases were partially offset by
a reduction of expenses for the engagement of consultants to
assist Celerity with investor relations and investment banking
(approximately $681,843), and non-cash payments of directors'
fees (approximately $169,635).

Interest expense for 2001 was $1,680,035 compared to 2000 that
totaled $1,135,634.  Of the totals for 2001 and 2000, $575,224
and $712,550, respectively, were non-cash expenses incurred as a
result of the amortization through a charge to interest expense
of the beneficial debt conversion features of the  2001 and 2000
securities offerings.  Liquidated damages incurred due to the
late filing of certain  registration statements resulted in an
expense of $626,400 in 2001 and a non-cash expense of $89,541 in
2000. Interest income was $2,169 in 2001 versus $6,804 in 2000.
This decrease is the result of the lower average cash balances
in 2001 compared to 2000 and the related interest earned on
overnight investments.

Loss from continuing operations for the twelve months ended
December 31, 2001 was $6,402,038, as compared to $5,322,593, for
the same period in 2000.  Celerity had a net loss of $3,731,361,
for the year ended December 31, 2001 compared to a net loss of
$5,287,499, for the prior year.

Celerity had cash balances on hand of $171,988 as of December
31, 2001 and $10,366 as of December 31, 2000. Its cash position
continues to be uncertain, and it currently has no cash.  Its
primary need for cash is to fund ongoing operations until such
time that the sale of products generates enough revenue to fund
operations. In addition, the need for cash includes satisfying
current liabilities of $3,640,599, consisting primarily of
accounts payable of $2,114,855, accrued wages and related taxes
of $77,022, accrued interest of $768,995, other accrued
liabilities of $277,764, notes payable of $117,589, and current
portion of long-term debt and capital lease obligations of
$150,000.  These  current liabilities include a judgment of
$136,435 obtained by Merrill Corporation for non-payment of
printing fees. The Company does not currently have sufficient
funds to pay these obligations.  It will need significant new
funding from the sale of securities to fund ongoing operations
and to satisfy the above obligations. There currently are no
commitments for funding.

As of December 31, 2001 Celerity had a negative net working
capital of approximately $1,279,995.  Inventory increased
approximately $2,021,427 since December 31, 2000 and is the
result of an  inventory build-up in response to orders which
were subsequently withdrawn.  Since no significant new orders
have been received, the Company has ceased purchasing any
material amount of inventory until inventory levels can be
reduced.  The increase in accounts payable of $1,456,378 from
December 31, 2000 corresponds to the increased level of
inventory. Accounts payable are expected to remain high  until
inventory levels can be reduced through sales. The Company had
no significant capital spending or purchase commitments at
December 31, 2001 other than certain facility leases and
inventory  component purchase commitments required in the
ordinary course of its business.

Celerity has no existing bank lines of credit.

Subsequent to the filing of the above information these events
happened in Celerity's operation:

On April 9, 2002, the Company held its Annual meeting of
Shareholders. The shareholders approved a one-for-twenty reverse
stock split. In addition, the shareholders approved an increase
in the Company's authorized capital stock to 250,000,000 shares
of common stock after taking into account the one-for-twenty
reverse stock split.  This reverse stock split became effective
at the close of business on April 24, 2002.

On April 24, 2002, the Company entered into a purchase order
financing arrangement with Kidston Communications. Kidston
Communications is controlled by Ed Kidston, a director and
shareholder of the  Company.  Pursuant to this arrangement,
Kidston Communications will purchase products and materials from
the Company in sufficient quantities to fill open purchase
orders received by the Company.  Upon such purchase, title to
the products and materials needed to fill the open purchase
orders vests in Kidston Communications and are segregated from
the Company's products and materials.  The Company is then
responsible for production of the final products to be shipped
to the customers.  Revenue resulting from these orders is not
recognized until products are delivered and the criteria under
SAB 101 are met. The purchase  price for these products and
materials is the amount of the open purchase orders, less a 15%
discount. If the order is filled after 10 months, then an
interest charge of 1.5% per month will apply.  This discount
will be accounted for as an interest expense on the Company's
financial statements. As of April 30, 2002, Kidston
Communications has financed open purchase orders having a value
of $485,941.

In the second quarter of 2002, the Company issued 370,000 shares
of common stock for conversion of Series B Preferred stock and
386,603 shares of common stock for conversion of convertible
debentures,  and issued 92,540 shares of common stock as payment
of certain payroll and accounts payable items.  Also, in the
second quarter of 2002, the Company granted employees 302,500
options to purchase shares of common stock as compensation for
services provided.

Operation through the end of the first quarter of 2002 produced
a net loss of $1,476,255, or $0.21 per share, for the quarter
ended March 31, 2002, compared to a net loss of $722,865, or
$0.23 per share, for the same period in 2001.


COLD METAL PRODUCTS: Files for Chapter 11 Protection in Ohio
------------------------------------------------------------
On August 16, 2002, Cold Metal Products, Inc., and its wholly
owned subsidiary, Alkar Steel Corporation, each filed voluntary
petitions for relief under Chapter 11 of Title 11, United States
Code with the United States Bankruptcy Court for the Northern
District of Ohio, Eastern Division, as Cases Number 02-43619 and
02-43620, respectively. Pursuant to Sections 1107 and 1108
of the Bankruptcy Code, each of the Company and its subsidiary
remains in possession of its assets and continues to operate as
a debtor-in-possession.

On August 16, 2002 Cold Metal issued a press release regarding
closure of the Company's facilities in Youngstown, Ohio and
Indianapolis, Indiana as well as its petition for relief under
the Bankruptcy Code.


COLD METAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Cold Metal Products, Inc.
              8526 South Avenue
              Youngstown, OH 44514
              aka CMP
              aka Cold Metal
              aka CMI Division of Cold Metal Products
              aka CMI
              aka Compagnie CMP
              aka Limitee

Bankruptcy Case No.: 02-43619

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Alkar Steel Corporation                    02-43620

Type of Business: Cold Metal Products is an intermediate steel
                   processor of strip and sheet steel for
                   precision parts manufacturers in the
                   automotive, construction, cutting tools,
                   consumer goods and industrial goods markets.

Chapter 11 Petition Date: August 16, 2002

Court: Northern District of Ohio (Youngstown)

Judge: William T. Bodoh

Debtors' Counsel: Joseph F. Hutchinson Jr., Esq.
                   Brouse McDowell
                   1001 Lakeside Avenue
                   Suite 1600
                   Cleveland, OH 44114
                   216-830-6830
                   Fax : 216-830-6807

Total Assets: $65,430,000

Total Debts: $96,484,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
AT&T                                                  $114,539

City of New Britain                                   $177,813

Dofasco USA, Inc.                                     $187,056

Ebner Furnaces, Inc.                                  $444,384
Attn: Jim Pugh
224 Quadral Drive
Wadsworth, Ohio 44281

Independent Steel Company                              $74,482

Omega Steel Services, Inc.                            $100,000

Paudling-Putnam Electric Co-Op                         $44,628

Putnam County Community Improvement                    $83,983

Quaker Chemical Corporation                            $53,454

Rafferty-Brown Steel Co., Inc.                         $48,343

Republic Technologies                                  $78,755

Rouge Steel Company                                 $2,807,018
PO Box 67-239A
Detroit, MI 48267

Samuel Strapping Systems, Inc.                         $46,775

Steel Dynamics, Inc.                                  $169,267

Thyssen Steel Detroit Co.                             $126,411

Tudor Pulp & Paper Corp.                               $42,165

Underberg & Kessler LLP                                $45,700

Voest-Alpine Steel Corporation                        $356,305
135 S. LaSalle, Dept. 6349
Chicago, Illinois 60674-6347

WCI Steel Sales, LP                                 $2,164,674
PO Box 75866
Cleveland, OH 44101-2199

Winner Steel Services, Inc.                            $129,339


COLONIAL TRUST: KPMG Doubts Company's Ability to Continue Ops.
--------------------------------------------------------------
Historically, Colonial Trust Company's primary business has been
serving as trustee and paying agent for bond offerings of
churches and other non-profit organizations.  The majority of
these bonds are sold by broker-dealers in offerings that are
exempt from registration under federal and state securities
laws.

In its capacity as trustee for bond offerings of non-profit
organizations, the Company receives  proceeds from the sale of
the bonds and distributes those proceeds according to the
purposes of the bond offering.  The Company invests such
proceeds in U.S. Treasury Obligation Money Market Mutual Funds
according to the terms of the Company's investment policy and
the applicable trust indenture. In its capacity as paying agent,
the Company also receives periodic sinking fund payments
(payments of principal and interest on the bonds by the non-
profit organizations, typically made on a weekly basis) and
distributes the sinking fund payments to bondholders pursuant to
a trust indenture between the Company and the non-profit
organization.  In instances in which a bondholder has
transferred  ownership of a bond for which the Company is
serving as paying agent, the Company serves as transfer  agent
and effects the transfer of such bond between the former and
current bondholder.  If the non-profit organization defaults
under the terms of the trust indenture, the Company forecloses
on the property securing the payment of the bonds (typically
real estate and related improvements owned by the non-profit
organization, such as a church), attempts to sell the property,
and thereafter distributes the proceeds (if any) received from
the foreclosure sale to bondholders.

The Company is compensated for its services as trustee and
paying agent in one of three ways.  The first fee structure
allows the Company to invest trust funds held for disbursement
and retain the gains and earnings therefrom.  The second fee
structure requires the issuing institution to pay a percentage
of the bond proceeds to the Company for set-up and bond printing
costs during the first year.  Additionally, an annual
maintenance fee is required each year. The third fee structure
entitles the Company to interest earnings up to 2.5% of daily
trust funds held in bond proceeds  accounts in lieu of a set-up
fee.  Annual maintenance fees and bond printing costs are
charged as a  percentage of the related bond issue.  The
Company's policy is to allow the non-profit issuer to
choose between the three fee structures. The Company believes
that the third fee structure is currently utilized by a majority
of the Company's competitors.  The Company also receives a $10
per  transaction fee in instances in which the Company serves as
transfer agent.

As of March 31, 2002, the Company had served as trustee and/or
paying agent and/or escrow agent for 838 bond offerings totaling
approximately $727 million in original principal amount.  The
foregoing  includes a total of 43 bond offerings in original
principal amount of approximately $42 million  originated in the
fiscal year ended March 31, 2002.  The Company's revenues from
these activities represented approximately 50% of the Company's
aggregate revenues for the year ended March 31, 2002.

As of March 31, 2002, all bond programs for which the Company
had served as trustee and paying agent had been originated by
twenty broker/dealers, and four of those broker/dealers
originated bonds representing approximately 78% of the aggregate
principal amount of all bonds issued for which the Company
served as trustee and paying agent.  For the year ending March
31, 2002, 3 broker-dealers had originated 95% of the aggregate
principal amount of all new bond issues for the year.  The
Company's ability to generate bond servicing fees is dependent
upon the ability of broker/dealers to originate bond offerings
for non-profit organizations and the Company's ability to
maintain or develop a relationship with broker/dealers who are
successful in originating such bond offerings.

The Company is attempting to procure additional business from
the broker/dealers with whom the Company currently has a
relationship, and is also attempting to develop relationships
with and procure   business from broker/dealers with whom the
Company does not currently have a relationship.

Colonial Trust had a net loss of $82,759, for the fiscal year
ended March 31, 2002, compared to net earnings of $341,048 for
the fiscal year ended March 31, 2001, a decrease in net earnings
of 124%.  The Company had total revenue of $3,865,501 for the
fiscal year ended March 31, 2002, compared to total revenue of
$4,224,455 for the fiscal year ended March 31, 2001, a decrease
of 9%.

The Corporate Trust segment's revenue decreased to $2,536,971
for the fiscal year ended March 31,  2002, compared to
$2,988,632 for the fiscal year ended March 31, 2001, a decrease
of 15%. The Personal Trust segment's revenue increased to
$1,242,544 for the fiscal year ended March 31, 2002,  compared
to $1,147,377 for the fiscal year ended March 31, 2001, an
increase of 8%.

The Corporate Trust segment's bond servicing revenue decreased
to $1,929,990 for the fiscal year ended March 31, 2002, compared
to $2,429,902 for the fiscal year ended March 31, 2001,  a
decrease of 21%.  The decrease in bond servicing revenue was
primarily attributable to a decrease in the number of new
nonprofit bond issuances for which the Company was serving as
trustee and paying agent in the fiscal year ended March 31,
2002, compared to new non-profit bond issuances for which the
Company was serving as trustee and paying agent which were
originated in the fiscal year ended March 31, 2001.  Such
decrease was primarily attributable to the Company's reduced
share of the market for non-profit  bonds. The Company is
serving as trustee and paying agent on 43 bond offerings in the
original  principal amount of approximately $42 million which
were originated in the fiscal year ended March 31, 2002,
compared to 63 bond offerings in the original principal amount
of approximately $66 million which were originated in the fiscal
year ended March 31, 2001.  Additionally at March 31, 2002, the
Company was serving as trustee and paying agent on 514 bond
offerings totaling approximately $452 million in original
principal amount; at March 31, 2001, the Company was serving as
trustee and paying agent on 524 bond offerings totaling
approximately $471 million in original principal amount. The
Company anticipates that its bond servicing revenues will
increase in the fiscal year ending March 31, 2003 compared to
its revenues from such activities in the recently-completed
fiscal year as a result of an increase in the number and
principal amount of new bond offerings anticipated to be
originated  in the upcoming fiscal year for which the Company
will serve as trustee and paying agent, although the magnitude
of such increase will be dependent upon the strength of the non-
profit bond market, the amount of increased market share which
the Company is able to garner, and other factors which are not
presently ascertainable.

Revenue from the Corporate Trust segment's IRA servicing
activities increased to $606,981 for the fiscal year ended March
31, 2002, compared to $558,730 for the fiscal year ended March
31, 2001, an increase of 9%.  Revenue from the Personal Trust
segment's IRA servicing activities decreased to $257,962 for the
fiscal year ended March 31, 2002, compared to $280,988 for the
fiscal year ended March 31, 2001, a decrease of 8%.

At March 31, 2002, the Corporate Trust segment was servicing
9,899 IRA's with an aggregate value of  approximately $168
million, and the Personal Trust segment was servicing 247 IRA's
with an aggregate  value of approximately $50 million.  At March
31, 2001, the Corporate Trust segment was servicing  9,710 IRA's
with an aggregate value of approximately $170 million, and the
Personal Trust segment  was servicing 230 accounts with an
aggregate value of approximately $47 million. At March 31, 2002,
approximately $19 million loss in value of investments in
Corporate Trust segment IRA's was written off due to the Stevens
Bankruptcy Procedure.  The Company anticipates that its IRA
servicing revenue  will increase by 1%-3% in the fiscal year
ending  March 31, 2003 as a result of an increase in the number
of IRA's serviced by these segments.

The Personal Trust segment's trust income increased to $984,582
for the fiscal year ended March 31, 2002, compared to $866,389
for the fiscal year ended March 31, 2001, an increase of 14%. At
March 31,  2002, the Personal Trust segment was serving as
trustee or agent for 678 trust, investment accounts,  or other
accounts with a fair market value of approximately $125 million.
At March 31, 2001, the Personal Trust segment was serving as
trustee or agent for 580 trust, investment accounts, or other
accounts with a fair market value of approximately $149 million.
The Company anticipates that trust revenue will increase by 10%-
20% in the fiscal year ending March 31, 2003 as a result of an
increase in the number of accounts serviced by this segment.

Interest & Other Income decreased to $85,986 for the fiscal year
ended March 31, 2002, compared to $88,446 for the fiscal year
ended March 31, 2001, a decrease of 3%. The decrease was
primarily  attributable to reduced interest rates an investment
balances.

Under legislation effective on July 20, 1996, the Company is
required to maintain net capital of at least $500,000; the
Company's net capital was $2,674,045 on March 31, 2002.  Arizona
law also requires that the Company's net capital meet certain
liquidity requirements.  Specifically, $500,000 of such net
capital must meet the Arizona Banking Department's liquidity
requirements.  Additional capital requirements may be imposed
upon the Company in the future as a result of Arizona
legislation which became effective on August 9, 2001 and to
which the Company will become subject on December 31, 2002.
requirements.

The Company's cash and cash equivalents decreased from $319,204
on March 31, 2001, to $166,592 on March 31, 2002, while a note
receivable decreased from $381,507 on March 31, 2001, to
$324,156 on March 31, 2002.  The decrease in the cash and cash
equivalents was primarily due to a net loss of  approximately
$83,000 and an increase in the income tax receivable of
approximately $89,000. The  decrease in the note receivable was
due to the receipt of net payments totaling $57,351.  The
Company's net property and equipment decreased from $796,036 on
March 31, 2001, to $705,426 on March 31, 2002.  The decrease was
primarily due to depreciation of property and equipment
exceeding the purchase of replacement computer equipment and
software for employees.

The Company believes that it will be able to satisfy its
regulatory capital, working capital and capital expenditure
requirements for the foreseeable future from existing cash
balances, anticipated cash flow from operating activities, and
from funds available under the Company's Master Note with its
former parent, Church Loans and Investments Trust. However, the
outcome of, or unreimbursed expenses incurred in connection
with, the Stevens bankruptcy proceeding or litigation asserted
against the Company arising out of such bankruptcy proceeding,
could result in the Company violating some or all of its
regulatory capital requirements and could impair the Company's
ability to satisfy its working capital and capital expenditure
requirements from the above or other sources.

Notwithstanding the above, quoted from KPMG LLP's June 7, 2002,
Auditors Report concerning the Company's financial status:
"[T]he Company has suffered a loss in fiscal 2002 resulting from
expenses incurred in defense of material litigation in which the
Company is a defendant.  If the Company is unsuccessful in
negotiating a settlement or is ultimately found responsible for
a significant portion of the loss claim, the Company may be
forced to file bankruptcy.  These matters raise substantial
doubt about its ability to continue as a going concern."

                  The Stevens Bankruptcy?

On March 19, 2001, Stevens Financial Group, Inc. filed a
Voluntary Petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Arizona (Case No. 01-03105-ECF-RTB).  The Company
serves as Trustee under seven Trust Indentures which secure
obligations of Stevens under certain Time Certificates and Fixed
Rate Investments. Stevens has defaulted on all outstanding Time
Certificates and Fixed Rate Investments.

On February 1, 2002, a Complaint (Adv. No. 01-1319) was filed
against the Company and other parties in the Stevens Bankruptcy
Proceeding by the Trustee for the Estate of Stevens. In its
Complaint, the Trustee alleged that Colonial failed to perform
its duties as Trustee under the Stevens Trust Indentures by,
among other things, allegedly failing to (a) establish and
maintain separate trusts under each Indenture, (b) take
appropriate action upon the occurrence of defaults under the
Indentures, and (c) prepare and deliver appropriate reports to
the Stevens investors. In the Complaint, the Trustee also
alleged that Colonial breached fiduciary duties to the Stevens
investors by allegedly failing to (i) apply the collateral
standards set forth in the Indentures, (ii) establish and
maintain separate trusts, (iii) obtain and perfect security
interests in the collateral described in the Indentures, (iv)
declare defaults under the Indentures because of the lack of
adequate collateral, (v) prohibit unauthorized transfers of the
collateral in violation of the Indentures, (vi) advise the
investors of Stevens' defaults under the Time Certificates and
Indentures, and (vii) properly report to investors. The
Complaint seeks a judgment against Colonial in the amount of $40
million for its alleged failure to perform its contractual
duties under the Trust Indentures and a judgment in an amount
equal to the amount invested in Time Certificates and Fixed Rate
Investments for Colonial's alleged breach of fiduciary duties;
the Trustee alleges in the Complaint that a total of
approximately $92.6 million in Time Certificates and Fixed Rate
Investments were purchased in the aggregate by the Stevens
investors. The Company has filed an Answer denying all material
allegations.

Colonial has submitted a claim to its E&O insurance carrier
based on the above litigation. The Company's E&O carrier has
reserved its rights with regard to insurance coverage, but is
participating in defending the litigation. As a result of the
foregoing, the Company is presently unable to determine whether
it will incur any liability in excess of its E&O coverage as a
result of such litigation. Additionally, the Company has
incurred costs of approximately $381,000 through July 31, 2002,
net of approximately $31,000 in defense cost reimbursements from
its E&O carrier, in connection with the Stevens Bankruptcy
Proceeding and the above litigation, which costs have been
recorded as a general and administrative expense. The Company
will incur additional costs in the future related to the Stevens
Bankruptcy Proceeding and the above litigation. The Company is
submitting its defense costs incurred in connection with the
above litigation to its E&O carrier for reimbursement (and will
submit future defense costs to its E&O carrier for payment or
reimbursement), and the Company's E&O carrier is reimbursing the
Company for a portion of such costs; however, there may be no
assurance as to the amount of expenses incurred by the Company
for which the Company will receive reimbursement from its E&O
carrier. The portion of the costs which are not paid or
reimbursed by the E&O carrier will be recorded as general and
administrative expenses in the quarter in which they are
incurred.

Colonial also intends to attempt to recover a portion of the
costs it has incurred as an administrative expense in the
Stevens Bankruptcy Proceeding.


COMDISCO INC: Will Make Late Filing of SEC Form 10-Q
----------------------------------------------------
David S. Reynolds, Comdisco Comptroller, informs the Securities
and Exchange Commission that Comdisco will not be able to file
their Form 10-Q on time.  Accordingly, Comdisco seeks a five-day
extension.

On August 12, 2002, Comdisco, Inc. emerged from bankruptcy with
a new board of directors and a new audit committee.  The Company
needs the extra five days to enable the audit committee to do
the appropriate due diligence with the Company, management and
the Company's outside accountants necessary to complete the Form
10-Q.

Comdisco expects to report that net revenues decreased
$259,000,000 or 44% in the three months ended June 30, 2002
compared to the three months ended June 30, 2001.  Comdisco also
expects to report a loss in excess of $68,000,000 in the three
months ended June 30, 2002 compared to a loss of $164,000,000 in
the three months ended June 30, 2001.

Comdisco further anticipates to report over $57,000,000 in
reorganization costs directly related to the bankruptcy.
(Comdisco Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO GROUP: Weiss Further Downgrades Safety Rating to E+
-----------------------------------------------------------
Following across-the-board downgrades to "Weak" in June 2002,
Weiss Ratings, Inc., has further downgraded 12 subsidiaries of
the Conseco Group of insurance companies following the company's
difficulty in restructuring its debt.

The high level of debt the company has carried for many years as
a result of its aggressive acquisition strategy has long been a
concern of the rating agency. Conseco Direct Life Insurance
Company was the first subsidiary identified by Weiss as "Weak"
and vulnerable to failure when it was downgraded from C- (Fair)
to D+ (Weak) in November 2000.

Since June 1991, Weiss has never rated any of the Conseco
subsidiaries higher than C+ (Fair). The consistently mediocre
ratings were primarily due to Conseco's risky investment policy
and its high level of debt, the servicing of which is an
impediment to strong capital growth.

"The company's aggressive growth strategy throughout the 1990s
has long been a concern," commented Melissa Gannon, vice
president of Weiss Ratings, Inc. "Therefore, it's not surprising
to find them in serious trouble today."

Weiss issues safety ratings on more than 15,000 financial
institutions, including life and health insurers, HMOs, Blue
Cross Blue Shield plans, property and casualty insurers, banks,
and brokers. Weiss also rates the risk-adjusted performance of
more than 11,000 mutual funds and more than 9,000 stocks. Weiss
Ratings is the only major rating agency that receives no
compensation from the companies it rates. Revenues are derived
strictly from sales of its products to consumers, businesses,
and libraries.


DEVON MOBILE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Devon Mobile Communications, L.P.
         275 Oak Street
         Suite 235
         Buffalo, New York 14203
         aka Adelphia Wireless

Bankruptcy Case No.: 02-12431

Type of Business: The Debtor is a personal communications
                   service company. Aldelphia Communications
                   Corporation owns 49.09% of the company.

Chapter 11 Petition Date: August 19, 2002

Court: District of Delaware (Delaware)

Debtor's Counsel: J. Kate Stickles, Esq.
                   Saul, Ewing LLP
                   222 Delaware Avenue
                   P.O. BOX 1266
                   Wilmington, DE 19899-1266
                   302-421-6873
                   Fax : 302-421-5879

                   Norman L. Pernick, Esq.
                   Saul, Ewing, Remick & Saul
                   222 Delaware Avenue,
                   Suite 1200
                   Wilmington, DE 19899
                   302 421-6824

                   Gerard S. Castellano, Esq.
                   Brown Raysman Millstein Felder & Steiner LLP
                   900 Third Avenue, 23rd Floor
                   New York, NY 10022
                   (212) 895-2000

Total Assets: $142,685,814

Total Debts: $64,782,532

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Adelphia Business          Trade Debt               $2,918,378
  Solutions
PO Box 931843
Atlanta, GA 31193-1842
877-207-8323

Adelphia Cable             Trade Debt               $2,000,000
  Communications
1 North Main Street
Coudersport, PA 16915
814-274-9830

Aerial Communications      Trade Debt                 $179,738

Alltell                    Trade Debt                  $37,759

American Tower             Trade Debt                 $114,680

AT&T                       Trade Debt                  $63,873

Bangor Hydro               Trade Debt                 $142,321

Crown Castle               Trade Debt                 $296,475
PO Box 203112
Houston, TX 77215
724-416-2000

General Dynamics           Construction Services   $25,161,398
PO Box 640232
Pittsburgh, PA 15264
Cindy Frothingham
77 "A" Street
Needham, MA 02494-2892
781-455-4711

Hutton Communications      Trade Debt                  $61,229

Lucent Technologies        Equipment Financing -   $18,640,027
PO Box 100317              Secured against Equipment,
Atlanta, GA 30384          the value of which is
Mr. Frederick Geberg       unknown
505 Grandview Avenue
Perkasie, PA 18944

O2 Wireless                Trade Debt                $243,427

Paul Hastings              Legal Fees                 $84,903

Radian Communications      Trade Debt                 $85,647

Rohn Industries            Trade Debt                 $82,531

SBA Towers Inc.            Trade Debt                 $55,800

Sprint                     Trade Debt                $158,929

Tyco                       Trade Debt                $108,353

Valley Network Partnership Trade Debt                 $52,070

Verizon                    Trade Debt                $867,214
PO Box 17464
Baltimore, MD 21297-1464
800-922-0204


DOBSON COMMS: Names Douglas Stephens as Chief Operating Officer
---------------------------------------------------------------
The Board of Directors for Dobson Communications Corporation
(Nasdaq:DCEL) has approved the promotion of Douglas B. Stephens
to chief operating officer for the Company.  Mr. Stephens has
served since January 2002 as interim chief operating officer, as
well as vice president and general manager for the Company's
Central Region, which includes properties in Oklahoma, Texas,
Kansas and Missouri.

Mr. Stephens has been in the wireless communication industry for
19 years.

In his role as chief operating officer, Mr. Stephens will
oversee the implementation of Dobson's strategic growth plan,
coordinate management with the Company's four operating regions
(Central, Northwest, Midwest and East), and manage the Company's
relationships with its key roaming partners, AT&T Wireless and
Cingular Wireless.

Mr. Stephens graduated from the University of Nebraska at
Lincoln, receiving a Bachelor of Science Degree in Business
Management.

Dobson Communications is a leading provider of cellular phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations
in 17 states. For additional information on the Company and its
operations, visit its Web site at http://www.dobson.net

                            *   *   *

As previously reported in the August 14, 2002 edition of the
Troubled Company reporter, Dobson Communications has required,
and will likely continue to require, substantial capital to
further develop, expand and upgrade its wireless systems and
those it may acquire. It has financed operations through cash
flows from operating activities, bank debt and the sale of debt
and equity securities.  Dobson's credit facility imposes a
number of restrictive covenants that, among other things, limit
its ability to incur additional indebtedness, create liens, make
capital expenditures and pay dividends. In addition, it is
required to maintain certain financial ratios with respect to
the borrower and certain of its subsidiaries.


DRESDNER RCM: Fitch Downgrades Class B-1 & B-2 Notes to B+
----------------------------------------------------------
Fitch Ratings has downgraded the ratings on two classes issued
by Dresdner RCM Caywood Scholl CBO I, Ltd., a collateralized
bond obligation (CBO) backed by high yield bonds.

The following securities have been downgraded and removed from
Rating Watch Negative:

      -- $30,000,000 class B-1 notes to 'B+' from 'BBB-';

      -- $18,000,000 class B-2 notes to 'B+' from 'BBB-'.

Erosion of collateral credit quality was the primary cause for
this downgrade. The deal has experienced over $17 million (6.2%)
in defaults in the past eight months.

According to its July 20, 2002 trustee report, Dresdner RCM
Caywood Scholl CBO I, Ltd.'s collateral includes a par amount of
$21.075 million (7.57%) defaulted assets. The deal also contains
12.43% assets rated 'CCC+' or below, excluding defaults. The
Overcollateralization test is failing at 111.3% versus the
trigger of 106%. The Weighted Average Coupon test is also
failing at 9.45% versus the test minimum of 9.50%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with Dresdner RCM
Global Investors, the Investment Advisor, regarding the
portfolio.


ELCOM INT'L: CEO Crowell Buying More Stock for Personal Account
---------------------------------------------------------------
Elcom International, Inc. (Nasdaq: ELCO), a leading
international provider of remotely-hosted eProcurement and
private eMarketplace solutions, announced that Robert J.
Crowell, the Company's Chairman and Chief Executive Officer, is
purchasing additional stock for his personal account.

Mr. Crowell said, "I have strong confidence in Elcom and
believe, given our current prospects, our stock is undervalued
and I intend to accumulate between 100,000 and 250,000 shares to
add to my portfolio in the near term."

Mr. Crowell added, "With our divestiture of Elcom's IT products
reselling operations earlier in the year, we have been able to
significantly reduce our costs and cash outlays and focus
exclusively on our eProcurement marketplace technology. With the
Government of Scotland contract continuing to gain traction and
our relationship with Cap Gemini Ernst & Young progressing
steadily, in conjunction with our existing sales pipeline, I
believe we have a good foundation for future growth and for a
relationship with a strategic partner or investor. Our latest
quarter showed solid growth and the current quarter looks very
good. I believe our future will be a surprise to the
marketplace."

                     Company Product Offerings

For detailed information on its PECOS(TM) technology and
optional Dynamic Trading functionality, please visit its Web
site  at http://www.elcominternational.com/products.htm

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

                          *     *     *

As reported in Troubled Company Reporter's August 5, 2002,
edition, the Company's common stock currently trades on the
Nasdaq National Market. Since April 1, 2002, the closing bid
price of the Company's common stock has not exceeded $1.00 per
share.  On May 14, 2002, the Company received notice from Nasdaq
that, for continued listing on the Nasdaq National Market, the
Company is required to comply with the $1.00 minimum bid
requirement for 10 consecutive trading days by August 12, 2002
or be subject to delisting from the Nasdaq National Market.
Alternatively, the Company may apply to transfer its common
stock to the Nasdaq SmallCap Market.  The Company believes that
it currently meets all of the listing requirements of the Nasdaq
SmallCap Market, with the exception of the $1.00 minimum bid
price requirement. If the Company's stock listing is
transitioned to the Nasdaq SmallCap Market, the Company would
have 180 calendar days from May 14, 2002 to satisfy the minimum
bid requirement for 10 consecutive trading days.  On August 1,
2002, the Company submitted its application to transfer its
common stock to the Nasdaq SmallCap Market.


ENCHIRA BIOTECHNOLOGY: Violates Nasdaq Min. Listing Requirements
----------------------------------------------------------------
Enchira Biotechnology Corporation (Nasdaq: ENBC) received a
Nasdaq Staff Determination on August 14, 2002, indicating that
the Company fails to meet the minimum bid price requirement for
continued listing on The Nasdaq SmallCap Market set forth in
Marketplace Rule 4450(a)(5), and that its common stock is,
therefore, subject to delisting from The Nasdaq SmallCap Market.
The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  Until
Nasdaq considers the Company's appeal and makes its decision,
the Company's common stock will remain listed on The Nasdaq
SmallCap Market.  The hearing with Nasdaq is expected to occur
within 45 days, but could occur later.

Paul G. Brown, III, President of Enchira noted, "We will
undertake any and all actions available to us to remain listed
on The Nasdaq SmallCap Market. As previously stated on our most
recent quarterly report, the Company is taking steps to
liquidate its assets and intends to seek stockholder approval to
dissolve the Company.  We will make every effort to remain
listed until this dissolution is completed."

Additional information is available at the Company's Web site:
http://www.enchira.com


ENGAGE INC: Commences Trading on OTCBB Effective August 15, 2002
----------------------------------------------------------------
Engage, Inc. (Nasdaq: ENGA), a leading provider of software
solutions and services for advertisers, marketers and
publishers, received notification from the Nasdaq Listing
Qualifications Panel that it had denied Engage's request for
continued listing on the Nasdaq National Market and
consequently, its common stock was delisted at the opening of
business on August 15, 2002.  Engage's common stock was eligible
to trade on the Over-the-Counter Bulletin Board (OTCBB), and
began trading on the OTCBB on August 15, 2002 under the symbol
ENGA.

Engage had previously reported that it had received notification
of its non-compliance with Nasdaq's $1.00 minimum bid price
requirement (Marketplace Rule 4450(a)(5)), $10,000,000 minimum
stockholders' equity requirement (Rule 4450(a)(3)), independent
directors requirement (Rule 4350(C)) and audit committee
composition requirement (Rule 4350(d)(2)).  These matters were
addressed at a hearing before the Nasdaq Listing Qualifications
Panel on

July 11, 2002, and on August 14, 2002, the Panel issued its
decision to delist Engage's common stock.  Engage intends to
request 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 Engage's common
stock on the OTCBB.

"This decision by Nasdaq and the move to the OTCBB does not
change our strategic plan and will not effect our operations,"
stated Christopher Cuddy, President and Chief Executive Officer
of Engage.  "We continue to execute aggressively against our
plan to grow our digital asset management business into a market
leader, delivering best-of-breed advertising production software
solutions that give our customers a competitive advantage during
a challenging economic environment."

Engage, Inc., is a leading provider of software solutions and
services for advertisers, marketers and publishers.  Engage's
digital asset management and workflow automation software
enables the creation, production and delivery of marketing and
advertising content more quickly and efficiently, increasing
time-to-market advantages, boosting productivity and ultimately
driving higher ROI from marketing programs and advertising
campaigns.  The company's Internet ad management business
platform powers the effective and efficient design and delivery
of online campaigns for web publishers who are competing for
advertising revenue in a rapidly evolving medium.  A majority-
owned operating company of CMGI, Inc. (Nasdaq: CMGI), Engage is
headquartered in Andover, Massachusetts, with European
headquarters in London and offices worldwide. For more
information on Engage, please call 877-U ENGAGE or visit
http://www.engage.com


ENRON FUELS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Enron Fuels International, Inc.
         1400 Smith Street
         Houston, TX 77002

Bankruptcy Case No.: 02-14046

Type of Business: The Debtor, an affiliate of Enron
                   Corporation, is into fuel management for
                   power generating.

Chapter 11 Petition Date: August 19, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax: 212-310-8007

                   and

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   Telephone: (713) 546-5000

Total Assets: $33,557,812

Total Debts: $38,829,897

Debtor's 6 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Vitol, S.A. Inc.           Trade Debt               $1,323,927
1100 Louisiana
Suite 5500
Houston, TX 77002
Contact: Brian Grigsby
Phone: 713 230-100
Fax: 713 230-1111

Glencore Ltd.              Trade Debt                $795,164
Three Stamford Place,
301 Tresser Boulevard,
Stamford, Connecticut
  06901-3244
Contact: John Masek
Phone: 203 328-4979
Fax: 203 328-3177

Tesoro Petroleum           Trade Debt                 $62,775
  Corporation

Intertek Testing Services  Trade Debt                  $2,412

Bureau Veritas De          Trade Debt                  $1,219
  Colombia LTD

Caleb Brett USA Inc.       Trade Debt                    $826


ENTRADA NETWORKS: Continues to Violate Nasdaq Listing Guidelines
----------------------------------------------------------------
Entrada Networks, Inc., (Nasdaq:ESAN) received a Nasdaq Staff
Determination on February 14 indicating that the Company failed
to comply with Marketplace Rule 4310(C)(4) requiring $1.00 per
share over the previous 30 consecutive trading days. On August
14, 2002, Entrada received an additional Nasdaq Staff
Determination that Entrada Networks has not regained compliance
and is not eligible for an additional 180 day grace period.
Accordingly, the Company's securities will be delisted from the
Nasdaq SmallCap Market at the opening of business on August 22,
2002. Entrada Networks will be requesting an appeal of the
Staff's determination to the Hearing Panel by August 21st
pursuant to the procedures set forth in the Nasdaq Marketplace
Rule 4800 series. A hearing request will stay the delisting of
the Company's securities pending the Panel's decision.

Entrada Networks has three wholly owned subsidiaries that focus
on developing and marketing products in the storage networking
and network connectivity industries. Rixon Networks manufactures
and sells a line of fast and gigabit Ethernet adapter cards that
are purchased by large networking original equipment
manufacturers as original equipment for servers, and other
computer and telecommunications products. Its focus is on two-
and four-port cards and drivers for highly specialized
applications. Sync Research manufactures and services frame
relay products for some of the major financial institutions in
the U.S. and abroad. The Torrey Pines subsidiary specializes in
the design & development of SAN transport switching products.
Entrada Networks is headquartered in Irvine, Ca. For more
information on the Company, visit http://www.entradanetworks.com


EQUATORIAL ENERGY: Completes Balance Sheet Restructuring Deal
-------------------------------------------------------------
Equatorial Energy Inc., (TSX:OZ) is pleased to announce the
financial and operational results for the second quarter of
2002.

Due to the accounting treatment for the acquisition of Resolute
Energy Corporation as a purchase of Equatorial by Resolute,
operating results for the three and six month periods comprise
the period from the effective date of the transaction,

June 14, to June 30 and provide limited information. Operating
data for Equatorial is provided for the current and historical
periods in the accompanying MD&A.

                      LETTER TO SHAREHOLDERS

                   A New Company, new direction

"On June 14, with the written majority approval of Equatorial's
shareholders, Equatorial was transformed into a new company with
a new direction. The change resulted from the acquisition of
Resolute, bringing substantial capital resources, a new, proven
management team, a new Board of Directors and the enthusiasm and
discipline to build a financially sound, growing company.

                   Management and Board changes

"The new management of the Company consists of Brian Lemke
(Executive Vice President), Louis Girard (Vice President
Exploration), Brian Cumming (Vice President Operations) and me.
Joining us from the former Equatorial team are David Matheson
(President, Equatorial International) and Mike Wilhelm (Vice
President Finance and CFO). Board additions include the other
two founders of Resolute, Barry Jackson, as Chairman, and
Jeffrey Smith, as well as Douglas Baldwin, Don Driscoll, Paul
McDermott and Mac Van Wielingen. Continuing with us from the
former Board are Douglas Manner and Robert Rooney. The
independence, diversity of talent and experience of our Board
will result in governance second to none in our industry.

                    Strengthened Balance Sheet

"With over $55 million of cash, the financial resources from
Resolute were substantial. This new capital allowed the Company
to settle off-balance sheet hedge positions at the end of June
at a cost of $13 million. Available cash flow will increase now
that they have been eliminated.

"As a result, after settlement of the hedge positions and
transaction costs relating to the Resolute transaction, the net
debt and working capital position of the Company at June 30 was
$14.4 million, or approximately one-half of annualized cash flow
for the second quarter.

"Subsequent to the quarter-end, the Company refinanced the
balance sheet using Resolute's cash and a new revolving credit
facility of $50 million. The previous credit facility was
retired, together with promissory notes amounting to $11.7
million, using a portion of the new facility.

           Growth Plans, Expanded Capital Programs in Canada

"Our first priority following the transaction, the restructuring
of Equatorial's balance sheet, is now complete. The Company is
now very well positioned to execute our plans for growth. Our
forward strategies for Western Canada are threefold: accelerated
exploration and development of the existing lands and
properties; land and property acquisitions in existing or new
core areas (combined with periodic dispositions or swaps of non-
core properties) to create greater concentration, lower costs
and greater opportunities within the portfolio of properties;
and new prospect generation initiated by our exploration team.

"We have increased the 2002 capital budget in Western Canada to
$27 million (of which $8.7 million was expended to June 30) and
have a preliminary forecast for 2003 of a similar amount. The
focus of these programs is natural gas development and land
acquisitions in new and core areas. The results should begin to
be seen in the fourth quarter. Potential property acquisitions
have not been included in the budget.

"The Company drilled 14 wells to the end of June in Western
Canada resulting in 10 (8.6 net) gas wells, 1 oil well (0.5 net)
and 3 dry holes (2 net). During the month of July, the Company
drilled 4 (3.5 net) gas wells in Berry. The expanded capital
budget will result in an additional 60 wells being drilled
during 2002. The biggest program is at Winnifred where up to 40
shallow gas wells are planned in the fourth quarter. More than
100 wells are included in the preliminary 2003 forecast.

"These initial plans will be primarily financed by cash flow,
leaving significant balance sheet capacity for expanded programs
and new opportunities.

           Indonesian Development on a Self-financing basis

"From its inception, Indonesia has been a dominant focus for
Equatorial. While continuing to be an important asset with
significant potential, our plans for Indonesia call for
disciplined growth on a self-financed basis. This means that
capital programs for the Sembakung and Tanjung Lontar fields
will be funded from available production and cash flows.

"The Indonesian properties are in full commercial production and
the Company has fully satisfied the original capital commitments
under its Technical Assistance Contracts. As a result, the new
management has adopted an alternative approach to the accounting
for these contracts, treating them as a joint venture with
PERTAMINA, the state oil company of Indonesia. We believe that
this approach more appropriately reflects Equatorial's economic
interest in the contracts by showing production, revenue and
costs net of PERTAMINA's share. Most importantly, capital cost
recoveries from PERTAMINA are no longer classified as revenue
but rather as a reduction of capital expenditures. This method
will allow investors to more easily evaluate Indonesia's
contribution to the Company.

"During the first half of 2002, production from the main
Sembakung field fell as a result of the initial rapid declines
of infill wells drilled in 2001. While the field continues to
perform as expected, pressure declines and signs of well
communication within the field offer clear support for the need
to implement pressure maintenance. Accordingly, testing of a
pressure maintenance system is a primary objective for the field
over the next year.

"To the end of July this year, the Company drilled 4 wells in
Sembakung resulting in two oil wells, and two dry holes, one of
which is being tested as a water source for pressure
maintenance. The 2002 program was focused on higher risk
exploration wells to the south of the main field, with the
objective of encountering oil accumulations separate from the
main pool. The SBK 29 came on-stream in June at a rate of over
1,000 bbls/d (290 bbls/d net to the Company) and, while having
lesser oil pay than wells in the main field, opens up new
development in the area. The new production from the south field
has replaced a significant portion of the declines in the main
field over the first half of the year. An additional 14 wells
will be drilled in Indonesia this year (11 in Tanjung Lontar and
3 in Sembakung).

                               Outlook

"Third quarter, production in Canada is expected to be
approximately 4,700 boe/d and in Indonesia (on a net basis)
2,000 bbls/d for a total of 6,700 boe/d. We expect production to
grow by year-end to more than 5,200 boe/d in Canada and 2,000
bbls/d in Indonesia and to establish sustained growth in 2003.

"Revenue and cash flow in the third quarter will be relatively
weak due to the dramatic slump in natural gas prices during July
and August, coupled with gas plant turnarounds for certain
properties in August. However, we are well financed and
confident of a price recovery upon the elimination of last
winter's surplus inventories, which are declining.

"We are excited by opportunities and challenges we face in
Equatorial and look forward to reporting our progress in the
coming periods."

                          On behalf of the Board of Directors,

                          Randell B. Pardy,
                          President and Chief Executive Officer

                Management's Discussion and Analysis

                            Overview

The acquisition of Resolute Energy Corporation, effective June
14, 2002, resulted in a substantial change in the balance sheet
and outlook for the Company. Resolute brought to Equatorial
$55.3 million of cash, which was used to reduce debt and settle
commodity hedging positions at the end of June. In
consideration, Equatorial issued approximately 27 million common
shares and 3.6 million common share purchase warrants.

Concurrent with the Resolute transaction, Equatorial underwent a
significant reorganization of management and the Board of
Directors, with former Resolute officers and directors occupying
the majority of positions. As a result, the transaction has been
accounted for as an acquisition of Equatorial by Resolute,
effective as of the closing date. While this accounting
treatment creates a clear starting point for the new Equatorial,
the effect is that Resolute's historical results become those of
Equatorial. Resolute was incorporated in June 2001 and had no
operating assets prior to the acquisition. Operating results for
the second quarter and year to date are necessarily reported for
the period from June 14 to June 30 and provide limited
information.

Accordingly, the majority of this MD&A relates to the Resolute
acquisition and consequential changes to the financial position
of the Company. To provide readers with an historical
perspective on operating results, the latter part of the
analysis provides comparative information on Equatorial's
operating results for the 2002 and 2001 periods, before taking
into account the transaction.

                          The Resolute Acquisition

Effective June 14, 2002, Equatorial acquired all of the shares
of Resolute Energy Corporation, a private corporation, in
consideration for common shares and common share purchase
warrants. The exchange ratios for the transaction were 1.85
Equatorial shares and 0.25 warrants for each Resolute share. At
the time of the transaction, Resolute had 14,580,350 outstanding
shares. As a result, Equatorial issued 27.0 million shares and
3.6 million warrants. The warrants have an exercise price of
$2.08 per common share and are exercisable for 42 months from
the effective date of the transaction. In addition, as part of
its initial capitalization, performance warrants were issued to
certain founding shareholders of Resolute that were exchanged
for 3.3 million equivalent performance warrants of Equatorial at
an average exercise price of $3.51 per common share. The
performance warrants have a term of approximately six and one-
half years.

At closing, former Resolute shareholders held 46.9% of the
outstanding common shares and 50.0% on a fully diluted basis
after giving effect to the exercise of the warrants. Taking into
consideration the relative ownership of Equatorial and the
concurrent management and Board changes, the transaction has
been accounted for as an acquisition of Equatorial by Resolute.

Transaction costs were estimated at approximately $5 million
before income taxes and were included in long-term debt.

In conjunction with the acquisition, Equatorial also completed a
private placement of approximately 0.5 million common shares at
$2.08 per share and 69,810 warrants on the same terms as those
issued to Resolute shareholders. In addition, in exchange for
existing stock options of Resolute, 2.4 million Equatorial stock
options, with an exercise price of $2.16 per share, were granted
to Resolute officers, directors and employees who joined
Equatorial as a result of the transaction. These options are
subject to shareholder approval.

                    Liquidity and Capital Resources

The cash provided to Equatorial from Resolute effected a
substantial improvement to the Company's financial position at
June 30. Long-term debt, net of working capital of $0.2 million,
was $14.4 million, compared to $51.2 million, net, at the end of
the first quarter (as previously reported by Equatorial). In
addition to the $37 million reduction of net debt, all of the
previously outstanding natural gas and crude oil call options
were settled at the end of June for $13.0 million.

Equatorial's net debt at the end of the period was less than
one-half of projected annualized cash flow after giving effect
to the transaction.

Subsequent to June 30, a new $50 million revolving bank credit
facility was completed. A portion of this facility was used to
repay the previous facility and outstanding promissory notes
amounting to $11.7 million.

Capital expenditures for the second half of 2002 are expected to
be approximately $18 million in Canada and $3 million (net to
the Corporation's interest) in Indonesia. Indonesian capital
expenditures will be financed from Indonesian production. The
majority of the Canadian capital expenditures will be funded
from cash flow from operations, with the remainder provided from
the revolving credit facility. Based on these estimates, the
year-end debt level is anticipated to be at a multiple of
approximately one times consolidated cash flow from operations.

                       Results of Operations

As a result of acquisition accounting, operating results
reported for the second quarter and year to date were limited to
the period from June 15 to June 30, combined with Resolute's
income and expenses for the full period. Since Resolute had no
material operating assets before the transaction, its income and
expenses consisted of interest income and general and
administrative expenses.

Resolute was incorporated in June 2001 and did not commence
business activities until September 2001. As a result, the
consolidated financial statements provide no comparative
information for the three and six month periods ended June 30,
2001.

In order to provide meaningful historical data, the following
tables provide analysis of Equatorial's operating results for
the three and six month periods ended June 30, 2002 and 2001.

                          Canadian Operations

                               Production

Canadian production for the second quarter was 4,945 boepd,
comprised of 19.3 mmcf/d of natural gas and 1,735 bbl/d of crude
oil and liquids. Production was down approximately 12% from the
2001 level of 5,599 boepd (20.5 mmcf/d of natural gas and 2,189
bbl/d of liquids). The lower production was in part as a result
of the sale of approximately 300 boepd of production in the
second half of 2001, with the remainder attributable to declines
due to low activity levels.

For the twelve month period from June 2001 to June 2002,
Equatorial's capital expenditures in Canada amounted to $13.6
million, approximately 60% of operating income for the same
period, due to the constraints on cash flow imposed by hedging
losses and debt levels. This amount of capital expenditures was
insufficient to fully maintain production.

For the six month period, production averaged 5,083 boepd, down
from 5,560 boepd in 2001.

                          Revenue and Expenses

For the six months period, revenue dropped 47% to $23.0 million,
compared to $43.0 million in 2001. Large price variances for
both natural gas and crude oil accounted for $17.9 million of
this drop, with the remaining $2.1 million as a result of volume
declines. During the period, natural gas prices averaged
$3.78/mcf, down 52% from 2001, and oil and liquids realizations
were $29.23/bbl, down 17%. Royalties fell by 48%, in line with
revenues, to $5.0 million. Operating expenses were down modestly
to $6.2 million.

                          Capital Expenditures

Over the first six months of 2002, capital expenditures in
Canada amounted to $8.7 million, of which $3.2 million was
incurred in the second quarter. Activities were mainly focused
on lower risk exploration and development in eastern and
southern Alberta.

                          Indonesian Operations

In order to provide meaningful comparative data, Indonesian
operations in the accompanying table have been restated for 2002
and 2001 to show the results on a proportionate basis,
consistent with the accounting approach adopted by the new
management of the Company.

                               Production

Production, which averaged 1,597 bbl/d on a net basis for the
second quarter of 2002, was down 15% compared to the 2001
period. This decline reflected the higher decline rates
associated with infill wells completed during the 2001 drilling
program. Year-to-date production averaged 1,678 bbl/d, up
modestly from the comparative period. Late in the second
quarter, new production from a well to the south of the main
reservoir recovered a significant portion of the year on year
decline in volumes. Pressure data indicates the well is separate
from the main reservoir and should result in more sustained
production.

Historically, high drilling activity levels in Indonesia have
resulted in production gains. More recent drilling has resulted
in diminished reserve and production additions from the main
Sembakung field. Future capital programs will be focused on
reducing decline rates for the main producing field through
implementation of a pressure maintenance system and a more
limited drilling program to develop new reservoirs to the south
of the existing production base.

                          Revenue and Expenses

Indonesian revenue for the second quarter was $5.8 million, down
21% from 2001 as a result of lower production and oil prices.
For the six month period, revenue was $10.9 million, down 9%
from last year. Governments take, which under the new accounting
methodology consists of non-shareable oil volumes and the cost
of domestic market obligations of a portion of production in
Indonesia, was $1.2 million and $2.1 million for the three and
six month periods, down modestly from 2001 in line with
revenues. Operating expenses, at $2.9 million for the six month
period, were up 20% from 2001 and increased by a similar
proportion on a cost per barrel of production. This increase was
in part due to the expansion of operations in 2001 followed by
the higher than expected decline rates on the new production.

Other related costs for Indonesia not shown on the accompanying
table were direct general and administrative expenses for the
six month period of approximately $0.7 million and cash income
taxes of approximately $1.0 million, which resulted in a net
contribution to cash flow from operations of approximately $4.2
million for the six month period. Management is focused on
creating more operating efficiency in the Indonesian operations
by reducing absolute and per barrel costs.

                          Capital Expenditures

Capital expenditures were $5.2 million for the period and were
focused on extension wells to the south of the main Sembakung
field. Future capital expenditures will be budgeted to be fully
funded from Indonesian production.

      Reported Results of Operations - June 14 to June 30, 2002

                           Operating income

On a consolidated basis, after adjustment for acquisition
accounting for Equatorial, operating revenue was $2.9 million,
royalties were $0.6 million and operating expenses were $0.8
million. These operating results reflect only the period from
June 14 to June 30.

                 General and Administrative expenses

General and administrative expenses for the six month period
were $1.1 million, which consisted of Resolute administrative
expenses of $0.7 million and $0.4 million for Equatorial during
the second half of June. Transaction costs amounting to $5.0
million have been estimated and were capitalized as part
acquisition costs.

        Depletion, Depreciation and Write-down of Properties

The effect of the accounting for the acquisition resulted in an
upward valuation adjustment of petroleum and natural gas
interests of approximately $41.5 million ($25 million, net of
income taxes). Due to very low natural gas prices at the end of
June, the Company determined that a ceiling test impairment had
occurred and, accordingly, this impairment resulted in a write-
down of the properties of $33.0 million ($19.0 million, net of
income taxes). As a result of the write-down, depletion rates
for the remainder of the year will be in the range of $9.50 per
boe.


FAIRCHILD DORNIER: Debunks U.S. Trustee's Bid to Convert Cases
--------------------------------------------------------------
Fairchild Dornier Corporation opposes to the United States
Trustee's motion to dismiss or convert this chapter 11 case to a
chapter 7 liquidation proceeding.  The Debtor argues that it
should be given a reasonable chance to reorganize under Chapter
11.

The Debtor tells the U.S. Bankruptcy Court for the Eastern
District of Virginia that Mr. Dan Johnson of the Office of the
United States Trustee, consented to the Debtor's combining its
monthly operating reports.  Given the agreement by
representatives of the Office of the U.S. Trustee permitting the
combined filing of the MOR for the 11 days in May and the
subsequent filing of MOR's for both May and June of 2002 on July
15, 2002, the Office of the U.S. Trustee should be estopped from
seeking conversion or dismissal because separate operating
reports weren't prepared. Any allegations that the Debtor did
not file its MOR's are now moot, the Debtor argues.

Moreover, the Debtor explains that the UST's Motion does not
enumerate any specific provision of Section 1112(b) as "cause"
to dismiss or convert this case.

The Debtor explains that it listed $825,383,498 in claims of
creditors holding unsecured nonpriority claims as disputed or
unliquidated or both and is reviewing all the claims for
purposes of evaluating whether to file claim objections, seek
compromises, or to assess whether any of these claims should be
subordinated under Section 510 of the Bankruptcy Code.

Fairchild's case and the Chapter 11 case of DANA are still in
their early stages, and the Debtor's exclusive right to file a
plan will not expire until the third week of September 2002.

The Debtor, DANA, Fairchild Dornier GmbH, their employees and
professional advisors are working with all deliberate speed to
fully assess and evaluate the multiple issues presented by these
complex and intertwined insolvency proceedings to formulate
plans of reorganization.  At this stage, the Debtor believes
that the benefits of the Debtor's reorganization under Chapter
11 can be achieved at an acceptable cost consistent with the
requirements of the Bankruptcy Code.

Fairchild Dornier Corporation's involuntary chapter 7 case was
converted to voluntary chapter 11 proceeding under the U.S.
Bankruptcy Code on May 20, 2002. Dylan G. Trache, Esq., at Wiley
Rein & Fielding LLP and Thomas P. Gorman at Tyler, Bartl, Gorman
& Ramsdell, PLC represent the Debtor in its restructuring
efforts.


FEDERAL-MOGUL: Committees Have Until Sept. 16 to Sue Lenders
------------------------------------------------------------
The Unsecured Creditors' Committee, Asbestos Claimants
Committee, the Indenture Trustees, and the Legal Representative
for the Future Asbestos-Related Claimants and the Prepetition
Agent, in the chapter 11 cases involving Federal-Mogul
Corporation and its debtor-affiliates, on behalf of the Existing
Lenders and the holders of Tranche C Loans, the Surety Bond
issuers, have agreed to the terms of a Third Stipulation and
Order extending the Litigation Commencement Date to September
16, 2002.

At the request of the Prepetition Agent, the Committees and the
Future Representatives have agreed to coordinate, and share the
results of, their discovery requests to the Prepetition Agent,
the Existing Lenders, the holders of Tranche C Loans and the
Surety Bond Issuers.  The Committees and the Future
Representatives will not serve duplicative discovery requests
and will not notice or issue subpoena more than one deposition
of the same individual representative of any of the Prepetition
Agent, the Existing Lenders, the holders of Tranche C Loans and
the Surety Bond Issuers without showing good cause as to why an
additional deposition of that representative is necessary.  It
is provided, however, that these circumstances will not, in and
on itself, constitute "duplicative discovery":

A. the deposition of a corporate representative designated
    pursuant to Fed.R.Civ.P. 30(b)(6) and a separate deposition
    of the same witness specifically noticed by name; and

B. a narrow deposition limited to privilege or other evidentiary
    issues and a separate deposition of the same individual on
    substantive issues. (Federal-Mogul Bankruptcy News, Issue No.
    21; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Federal-Mogul Corporation's 8.80% bonds due 2007 (FMO07USR1) are
trading at 20 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for
real-time bond pricing.


FIBERCORE INC: June 30 Working Capital Deficit Balloons to $14MM
----------------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCE), a leading manufacturer and
global supplier of optical fiber and preform for the
telecommunication and data communications markets, announced
results for the second quarter ended June 30, 2002.

Sales in the second quarter of 2002 decreased by 65% to $6.4
million from $18.1 million in the second quarter of 2001 and
decreased by 19% from first quarter levels.  Sales were
negatively impacted by a 95% year-over-year decline in sales to
South America, which is primarily a single-mode market. Overall,
single-mode sales were down in all regions except for China.
Multimode sales, however, increased by approximately 22%
compared to the same quarter last year.  Production at Xtal,
which continues to manufacture primarily single-mode fiber, has
been reduced in line with demand.  The Company continues to
focus on increasing both its multimode business and exports to
markets outside Brazil to try to minimize the large negative
effects of the Brazilian market.

Gross profit in the quarter was $659,000, or 10.3% of sales,
compared to a gross profit of $7.2 million, or 40.0% of sales,
in the second quarter of 2001.  FiberCore's gross margin was
severely impacted by continuing price declines in single-mode
fiber, lower production levels, and a $346,000 write- down of
inventory to reflect the deterioration of prices in the second
quarter of 2002.  As anticipated, the Company also took a
restructuring charge during the second quarter of $197,000
against cost of sales associated with staff reductions at its
Brazilian facility.  Without the inventory write-down and
restructuring charges, the gross profit in the second quarter
would have been $1,202,000, or 18.9% of sales, which compares
favorably to the gross profit of $602,000, or 7.6% of sales, on
a similar basis in the first quarter of 2002.

R&D spending decreased by 12% to $510,000 in the second quarter
from $581,000 in the second quarter of 2001.  The Company is
continuing the development of its recently patented Plasma
Outside Vapor Deposition (POVD) process.  The Company's first
manufacturing plant utilizing the POVD technology is expected to
come on line in Germany in the fourth quarter of this year.
This, as well as other manufacturing initiatives, is expected to
reduce production costs.

The loss from operations in the second quarter of 2002 was
approximately $2.8 million compared to a profit from operations
of approximately $4.6 million in the second quarter of 2001, and
a loss from operations in the first quarter of 2002 of
approximately $3.3 million.

Excluding the inventory write-down and restructuring charges,
the second quarter operating loss was approximately $2.2
million, or about 12% less than the first quarter loss on a
comparable basis.

Higher interest expenses in the quarter were associated with the
Company's expansion program in Germany and the Convertible
Debentures issued during the first quarter.  Additionally, the
Company experienced a foreign exchange loss of $1,737,000 due to
the rapid devaluation of the Brazilian Real against the US
Dollar, the Japanese Yen and the European Euro during the
quarter.  The Company currently does not have credit lines
sufficient to hedge this exposure.

FiberCore reported a net loss of $5.1 million in the second
quarter of 2002.  The net loss includes $525,000 of non-cash
interest expense in connection with a deemed beneficial
conversion feature, the amortization of deferred financing costs
and the fair value of warrants issued to a group of
institutional investors related to the issuance of $5.0 million
of convertible, subordinated debentures issued in January 2002.
In the second quarter of 2001, the net profit was approximately
$3.0 million.

Actions taken to reduce costs at all locations during the first
half of the year, as well as planned actions to be implemented
in the second half of 2002, are expected to save in excess of
$4.0 million annually from the first half 2002 actual expense
level, beginning in the third quarter of 2002. In addition,
gross margins are expected to increase with the implementation
of productivity improvements scheduled for the second half of
the year.

Dr. Aslami, President and CEO commented, "We continue to be
impacted by the weak industry environment, particularly in our
single-mode fiber business in South America.  While we continue
to believe our business and volume demand is either at or near
bottom, pricing remains weak as a result of the lower demand
compared to industry capacity.  While uncertainty remains, most
industry participants are now expecting to see a rebound
beginning sometime in 2003.  The multimode market is expected to
continue to exhibit steady growth, albeit at lower levels than
previously projected. In fact, we have seen a 30% increase in
the volume of multimode fiber shipped in the first six months of
the year compared to last year and multimode sales now account
for over 50% of our revenues."

At June 30, 2002, the Company's total current liabilities
exceeded its total current assets by about $14 million.

"FiberCore is continuing to invest in the next generation POVD
technology, which will provide technical benefits to our
products and will allow us to significantly reduce production
costs," said Dr. Aslami.  "FiberCore's first plant utilizing the
first generation of the newly patented POVD technology is
expected to start production in the fourth quarter of this year.
As we bring this plant on line and add to its capacity, we will
see improvements in our gross margins."

"We continue to focus on improving our cash flow and have
downsized our plant in Brazil and reduced its staffing by 62%
since the first of the year to better align production to the
currently depressed market.  While it remains extremely
difficult to provide guidance in this market environment, we
expect to see revenue levels in the second half of the year at
or above first half levels.  We also expect improvement in gross
profit and cash flow as a result of the actions we have taken.
In that regard, operating income has continued to improve from
fourth and first quarter levels and we expect to be at or above
breakeven in operating income for the second half of the year,
although we still expect a net loss over the next several
quarters," said Dr. Aslami.

"While the Company's cash and liquidity position has been
weakened as a result of the losses that we have absorbed over
the last 12 months, and our short-term debt has increased as
well, we are actively working on these issues and have a plan in
place to address both of them.  We have a total of about $24
million in notes payable that are due within the next 12 months.
If we are successful with our negotiations and close on existing
debt financing commitments and associated grants, approximately
$22 million of this amount will be paid and/or converted to long
term debt as more fully described in the 10Q.  The remaining $2
million will be paid from operating cash flow or refinanced over
the next 12 months.  In addition, from the above financing
commitments an additional $3 to $4 million in excess of our
short-term debt obligations will be available for working
capital.  Furthermore, we have put in place a revised plan for
the balance of 2002 that is expected to result in breakeven to
positive cash flow from operations for that period.  While we
have made significant progress toward implementing this plan, we
cannot give assurances that all of these negotiations and
actions will be successful," concluded Dr. Aslami.

FiberCore, Inc., develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets.  In addition
to its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems up
to 10 gigabits/sec, to help guarantee high bandwidths and to
suit the needs of Feeder Loop (also known as Metropolitan Area
Network), Fiber-to-the Curb, Fiber-to-the Home and Fiber-to-the
Desk applications.  Manufacturing facilities are presently
located in Jena, Germany and Campinas, Brazil.

For more information about the company, its products, or
shareholder information please visit Web site at
http://www.FiberCoreUSA.comor contact us at: Phone - 508-248-
3900 or by FAX - 508-248-5588 or E-Mail: sales@FiberCoreUSA.com
investor_relations@FiberCoreUSA.com


GLOBAL CROSSING: Obtains Approval to Hire Brokers for IRU Sale
--------------------------------------------------------------
In connection with the planned sale of the IRU assets, Global
Crossing Ltd., and its debtor-affiliates sought and obtained the
Court's authority to employ PlanITROI Inc., Telecom Asset
Management LLC, and DoveBid Inc., to work jointly as Brokers to
market the IRUs for sale.

Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
asserts that the services of the Brokers are necessary to enable
the Debtors to maximize the value of the IRUs for the benefit of
the Debtors' estates, creditors, and all parties in interest.
PlanITROI, Telecom Asset Management and DoveBid each possess
unique skills and experience.  The tandem of these firms
combines a team of professionals possessing extensive experience
in a wide variety of asset dispositions with a team of
telecommunications sales professionals that have considerable
carrier industry sales expertise.  Mr. Basta believes that only
through the retention of each firm would all the necessary
competencies be in place to effectively market the IRUs for
sale.  The team will strategically target specific segments of
the market to identify potential purchasers and negotiate with
purchasers on behalf of the Debtors.  The combined experience of
these firms will provide the best opportunity for complete
market coverage and value maximization of the IRUs.

PlanITROI President and Chief Executive Officer Paul Baum
informs the Court that PlanITROI is a well known provider of
asset management services.  PlanITROI's management is comprised
of veteran executives and industry leaders who have substantial
experience in conducting asset sales and providing other asset
management services.

Michael J. Scheele, Managing Director of Telecom Asset
Management LLC, relates that Telecom Asset Management is a
capital asset sale advisor and consultancy specializing in the
appraisal and disposition of telecommunications assets.  Telecom
Asset Management was formed in 2002 by veteran
telecommunications executives with substantial experience in
purchasing and selling telecommunications assets and providing
other asset management services.

Kirk Dove, DoveBid President and CEO of Global Auction Services,
relates that DoveBid was formed in 1937 and is a well-known
auctioneer and capital asset sale advisor and appraiser with 500
employees located in 29 offices worldwide.  DoveBid's management
team is comprised of veteran auctioneers, seasoned appraisers,
and experienced and skilled account executives, all of whom have
substantial experience in conducting asset sales.  DoveBid has
conducted thousands of auctions and privately negotiated sales
with respect to over $5,000,000,000 worth of assets.  DoveBid
maintains a substantial, proprietary database of buyers
representing a range of industries around the world.

Mr. Basta assures the Court that the Brokers do not hold or
represent any interest adverse to the Debtors' estates and each
is a "disinterested person" as defined under Section 101(14) of
the Bankruptcy Code.  The Debtors are a large enterprise with
about 35,000 creditors.  Therefore, despite the efforts to
identify and disclose connections with parties in interest in
these cases, the Brokers may have failed to discover every
connection they have with the Debtors or Interested Parties.  If
any of the Brokers discovers additional information that
requires disclosure, the Broker will file a supplemental
disclosure with the Court as promptly as possible.

As compensation for their services, the Debtors shall pay the
Brokers a service fee in an amount equal to 10% of the gross
proceeds of any disposition of each IRU.  The 10% Service Fee
shall be shared among the Brokers, collectively.

The Brokers shall not receive a Service Fee in the event that an
IRU is sold, assigned, leased, or otherwise disposed to:

A. a party as part of a sale or transfer of all or substantially
    all of the capital stock or assets of the Debtors, or

B. any affiliate of the Debtors, or

C. either Century Telephone, Cincinnati Bell Telephone,
    Hutchinson Whampoa, Level 3, Multidata, Orbitel, Primus
    Telecommunications, Qwest, Singapore Technologies, Siva
    Limited, Telecom Italia, Tricomm, United Telephone, and
    Verizon.

The parties' Asset Management Services Agreement provides that
the Brokers shall be entitled to reimbursement of all actual and
reasonable costs and expenses reasonably incurred.  However,
these sales expenses shall be capped at $130,000 for the
Brokers, collectively.

The Debtors also obtained a waiver from the Court of the
requirement that the Brokers keep detailed time records.  Mr.
Basta explains that compensation of a broker, in the form of
commissions, is result-oriented and directly relates to the
benefits received by the entity employing the broker.  The
Brokers understand that any payment of commissions by the
Debtors will only be payable upon the closing of a transaction
between the Debtors and a prospective purchaser that is procured
through the efforts of the Brokers.  The Brokers also understand
that the payment of commissions is subject to the approval of
the Court. Further, the Brokers recognize that the Debtors have
fiduciary duties to maximize the sale proceeds of the IRUs and,
as a result, any contract between the Debtors and a prospective
purchaser may be subject to higher and better offers and the
approval of the Court.

Instead of the detailed time records required to be submitted,
Mr. Basta relates that in each monthly statement, the Brokers
will disclose the asset sold, the sale price, and the amount of
the commission and expenses that they seek in connection with
each sale.  The Brokers will also provide a detailed description
of their efforts in procuring the sale.  All parties will have
the opportunity to object to any commissions and expenses under
the procedures established in the Interim Fee Order.  The
Debtors submit that this procedure is practical, affords the
Court and other parties in interest an opportunity to review the
propriety of the commissions and expenses, and avoids the
administrative burden on the Brokers and the Court.

Mr. Basta contends that the Brokers were selected by the Debtors
in an arms-length, competitive bidding process over the course
of several weeks.  Ultimately, the Brokers presented a superior
offer to the Debtors.  Many of the terms of the Asset Management
Services Agreement were equivalent to or exceeded those offered
by other bidders. (Global Crossing Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLD STANDARD: Fails to Meet Pacific Exchange Listing Guidelines
----------------------------------------------------------------
The Pacific Exchange intends to delist the common stock of Gold
Standard, Inc. (PCX: GAU).  This action is due to the company's
failure to comply with the PCX' listing maintenance
requirements.

Trading of the common stock for this issue has been suspended,
effective Friday last week.  Delisting is subject to approval by
the Securities and Exchange Commission.


GREAT LAKES AVIATION: Nasdaq Knocks Off Shares Effective Aug. 14
----------------------------------------------------------------
Great Lakes Aviation, Ltd.,(OTC Bulletin Board: GLUX) received
notification from the Nasdaq Listing Qualifications Panel that
it denied Great Lakes' request, after a hearing on August 1,
2002, for continued listing on the Nasdaq SmallCap Market and
that its common stock was delisted from that market effective
August 14, 2002.

Great Lakes' Common Stock will be eligible for trading on the
Over-the-Counter Bulletin Board.  The OTC Bulletin Board is a
regulated quotation service that displays real-time quotes, last
sale price, and volume information in over-the-counter equity
securities.  OTC Bulletin Board securities are traded by a
community of market makers that enter quotes and trade reports
through a highly sophisticated computer network.  Investors work
through a broker/dealer to trade OTC Bulletin Board securities.
Information regarding the OTC Bulletin Board, including stock
quotations, can be found on the internet at http://www.otcbb.com

Great Lakes' ticker symbol will remain "GLUX" on the OTC
Bulletin Board. However, some internet quotation services add an
"OB" to the end of the symbol and will use "GLUX.OB" for the
purpose of providing stock quotes.

Doug Voss, President of Great Lakes commented, "This decision by
NASDAQ has no effect on our operations.  We expect the
turnaround Great Lakes is currently experiencing to continue in
the future.  It is our hope that Great Lakes will once again be
a NASDAQ listed company, but for now, the OTC Bulletin Board
should satisfy all of our constituencies' needs."

Additional company information is available on its Web site
which may be accessed at http://www.greatlakesav.com


GROUP TELECOM: Appoints David Baird to Board of Directors
---------------------------------------------------------
GT Group Telecom Inc. (TSX: GTG.B, GTG.A), Canada's largest
independent, facilities-based telecommunications provider,
announced the appointment of David Baird, Q.C., to the Board of
Directors.

Mr. Baird is Counsel with Torys LLP, a U.S-Canadian Business law
firm. Mr. Baird's focus has been insolvency, bankruptcy and
receivership law, and banking and commercial disputes.

Group Telecom also announced that Eric Demirian has resigned his
position as director with the Board of Directors.  Mr. Demirian
continues in his role with the company as Executive Vice
President, Corporate Development.

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fibre-optic network
linked by 454,125 strand kilometres of fibre-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network
(SONET) for the highest level of network reliability. Group
Telecom offers next-generation high-speed data, Internet,
application and voice services, delivering enhanced
communication solutions to Canadian businesses. Group Telecom
operates with local offices in 17 markets across nine provinces
in Canada. Group Telecom's national office is in Toronto.

GT Group Telecom filed Section 304 petition on June 27, 2002, in
the U.S. Bankruptcy Court for the Southern District of New York
(Manhattan).


HCI DIRECT: Gets Nod to Hire Deloitte & Touche as Tax Advisors
--------------------------------------------------------------
HCI Direct, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Deloitte & Touche LLP as their tax advisors
and consultants.

Deloitte will provide the Debtors with:

A. State and Local Tax Advisory Services

      a) work with the Debtors to develop their desired tax
         structure and prepare a work plan to implement such
         structure;

      b) coordinate all aspects of the work plan, including:

          i) provide recommendations to and meet with management
             and outside counsel regarding the proposed tax
             structure, accounting procedures, cash flows, human
             resources and other matters, and

         ii) review any legal documentation with respect to
             federal and state income tax consequences of
             intercompany transactions;

      c) at or near the end of the first annual accounting
         closing cycle after substantial implementation of the
         new tax structure, conduct a limited maintenance review
         to discuss with management the functionality of the tax
         structure and to address questions or issues that may
         arise in operating under the new tax structure; and

      d) provide certain limited audit defense assistance.

B. International Tax Advisory Services

      a) assist with the review of economic process requirements
         to ensure that sales qualify for EI benefits;

      b) assist with preparation of documentation to show that
         sales are EI qualified;

      c) review procedures to identify and value EI-qualified
         sales (both direct and indirect);

      d) determine methods to allocate and apportion expenses to
         EI combined taxable income and to product lines for
         purposes of computing overall profit percentage
         limitation for marginal costing;

      e) assist with determining the EI profit on a product or
         product line basis, and with selecting the best EI
         pricing alternative by product group based upon the
         alternative calculation bases Deloitte develops;

      f) review product flows and intercompany transactions to
         determine the optimal exclusion percentage for each
         portion of the export transaction; and

      g) prepare the appropriate tax forms to calculate the EI
         exclusion to be taken on federal consolidated Form 1120
         for the year ended December 31, 2001.

Deloitte will be paid:

      a) $115,000 for State and Local Tax Advisory Services; and

      b) $30,000 for International Tax Advisory Services.

HCI Direct (formerly Hosiery Corporation of America) which sells
women's hosiery filed for chapter 11 protection on April 15,
2002. Mark S. Chehi, Esq., and Jay M. Goffman, Esq., at Skadden,
Arps, Slate, Meagher & Flom represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed assets of over $50 million and
debtors of over $100 million.


HPL TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
-----------------------------------------------------------
HPL Technologies (Nasdaq: HPLA) announced that the Nasdaq Stock
Market has notified the company that it no longer meets the
independent director and audit committee requirements set forth
in Nasdaq Marketplace Rules 4350(C) and 4350(d)(2).  HPL has a
hearing before a Nasdaq Listing Qualifications Panel on August
22, 2002 to appeal a delisting notice it received last month.

HPL provides yield optimization software solutions that enable
semiconductor companies and FPD industry to enhance the
efficiency of their production process, which consists of
design, fabrication and test. The Company's products include a
flexible software platform that allow its customers to
accelerate the process in which they identify, measure and
correct sources of failure in the production process. By
accelerating this process, HPL enables its customers to
recognize the higher levels of revenue and profitability that
are typically associated with the early part of a new
semiconductor and FPD product cycle and to improve product
quality and production efficiency. Founded in 1989, the company
is headquartered in San Jose, California. For more information,
please visit http://www.hpl.com


HORSEHEAD INDUSTRIES: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Horsehead Industries, Inc.
              757 Third Avenue, 24th Floor
              New York, NY 10017
              aka Zinc Corporation of America

Bankruptcy Case No.: 02-14024

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                         Case No.
      ------                                         --------
      Stoney Ridge Materials, Inc.                   02-14025
      ZCA Mines, Inc.                                02-14026
      Horsehead Resource Development Company, Inc.   02-14027

Chapter 11 Petition Date: August 19, 2002

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Laurence May, Esq.
                   Angel & Frankel, P.C.
                   460 Park Avenue
                   New York, NY 10022
                   (212) 752-8000
                   Fax : (212) 752-8393

Total Assets: $215,579,000

Total Debts: $231,152,000

Debtor's 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
State Street Bank and      Industrial Revenue      $10,956,087
  Trust Company, N.A. as     Bonds
  Trustee under a Trust
  Indenture (Carbon County
  Industrial Development
  Authority)
61 Broadway, 15th Floor
New York, NY 10006
Tel: 212 612-3000
Fax: 212 612-3205

United Steelworkers Union  Retiree Benefits        $10,078,057
Five Gateway Center
Pittsburgh, PA 15222
Tel: (412) 562-2400
Fax: (412) 562-2484

State Street Bank          Lease payments           $4,417,000
Two Avenue de Lafayette    (Past due amount only)
6th Floor
Boston, MA 02111-1724
Attn: Alison D.B. Nadeau
(617) 662-1704
fax (617) 662-1458

TXU Energy Services        Lawsuit                  $2,436,000
Attn: Larry Cersosimo
300 S. Paul, Suite 1050
Dallas, TX 75201
Tel: (800) 490-5330
Fax: (412)-920-0669

Fluor Corporation          Note/Interest            $2,086,000
One Enterprise Drive
Aliso Viejo, CA 92656
Tel: (949) 349-2000
Fax: (949) 349-2585

Pittston Coal Sales        Trade Debt               $1,361,000
448 North East Main St.
P.O. Box 6300
Lebanon, VA 24266
Attn: Robert Daignault
Tel: (540) 889-6300
Fax: (540) 889-6093

Sempra                     Trade Debt               $1,337,000
58 Commerce Road
Stamford, CT 06902
Tel: (800) 736-7726

Glencore Trading           Trade Debt                 $826,000
Three Stamford Plaza
301 Tress Blvd.
Stamford, CT
Attn: Stephen Rowland
Tel: (203) 328-4900
Fax: (203) 978-2645

AFCO                       Property/general           $666,000
4501 College Blvd.         liability insurance
Suite 320
Leawood, KS 662211
Tel: (800) 288-6901
Fax: (913) 491-6638

Stoe, George               Severance                  $586,000
1120 St. Mellion Drive
Presto, Pa. 15142
Tel: (412) 249-3634

PP&L 827 Hausman Road      Utilities - gas & electric $479,000
Allentown, PA 18104
Tel: (800) 342-5775
Fax: (484) 634-3484

BVGF Trust Fund            Remediation                $477,000
Cynthia Wilkinson
Vice President and Trust
Officer Bank of Oklahoma
Bank of Oklahoma Tower
Tulsa, OK 74192
(918) 588-6043
fax: (918) 588-6083

ABB USA                    Lawsuit                    $403,000
P.O. Box 5308
501 Merritt 7
06856-5308 Norwalk
Tel: (203) 750 2200
Fax: (203) 750 2263

Alloys & Carbon            Coke                       $399,000
3000 Stonewood Drive
Suite 150
Wexford, PA 15090
(724) 935-5112
fax (824) 935-6881

Norfolk Southern Railway   Freight                    $367,000
  Co.
125 Spring St.
Atlanta, GA 30303

Paper, Allied Industries,  Retiree benefits           $352,841
  Chemical and Energy
  Workers Int'l Union
3340 Perimeter Hill Drive
Nashville Tenn. 37211
615.83 4.8590 (main
switchboard)

Hickman & Williams         Coke                       $324,000
103 N. Meadows Drive
Suite 234
Wexford, PA 15090
(724) 934-2840
fax (724) 934-2844

Pechiney                   Zinc Metal                 $304,000
Attn: Jeff Jankowsi
333 Ludlow Street
Stamford, CT 06903
Tel: (203) 541-9070
Fax:(203) 541-9395

Mid Continent Coal & Coke  Coke                       $291,000
20600 Chagrin Blvd.
Suite 320
Tower Building East
Cleveland, OH 44122
Tel: (216) 283-5700
Fax: (216) 283-4812

Wheeling Pitt              Secondaries                $267,000
Attn: Jerry Gordon
1134 Market Street
Wheeling, WV 28003
Tel: (304) 234-2320
Fax: (304) 234-2232

H&K Materials              Freight                    $248,000

Enmark                     Utilities - Gas            $221,000

Kirkpatrick & Lockhart     Legal Fees                 $212,000

Massey                     Secondaries                $191,000

Marotta Gund Budd &        Secured Lenders'           $167,000
Dzera, LLC                 Consultants

Simpson Thacher & Bartlett Legal fees of              $160,000
                            Secured Lenders

Umicore                    Secondaries                $155,000

Richker Metals             Secondaries                $150,000

Koch Carbon, Inc.          Coke                       $137,000


ICH CORP: Panel Balks at Independent Directors' Outrageous Pay
--------------------------------------------------------------
Through its counsel, Steven M. Abramowitz, Esq., at Vinson &
Elkins LLP, the Official Committee of Unsecured Creditors of ICH
Corp., tells the Court that the compensation sought for the
Independent Directors, Raymond L. Steele and Ronald W. Cegnar,
is extreme in relation to both the amount of work required of
the independent directors and any benefit to be gained by the
estate.

Messrs. Steele and Cegnar are members of the Debtors' boards of
directors.  According to the Debtors most recent proxy statement
filed with the SEC, board members are paid a $1,250 monthly fee
plus $250 for each committee chaired.  In addition, each non-
employee director receives an annual grant of 1,250 shares of
the Debtors' common stock and is reimbursed for all expenses
incurred in attending director and committee meetings.  Also,
pursuant to the Director Stock Option Plan, each non-employee
director is initially granted a non-qualified option to purchase
25,000 shares of common stock in connection with the director's
initial election or appointment to the Board.

In their role as independent directors, Messrs. Steele and
Cegnar have recently been appointed by the Debtors to a special
committee to help oversee a proposed sale process.  In relation
to their appointment to this special committee, the Debtors
request the monthly compensation for Mr. Steele be increased to
$25,000 per month and that Mr. Cegnar be paid $15,000 per month.
This proposal equates to more than a twelve-fold increase in
salary, placing the Directors' combined base annual salaries at
nearly $500,000 per year, Mr. Abramowitz points out.

The Committee understands the need for increased supervision by
the Independent Directors because of management's role in the
RTM/Management Bid.  The Committee objects to the estates
shouldering the enormous cost.

The Committee notes that the Debtors withdrew their motion to
establish bidding procedures and to designate RTM/Management as
the stalking horse bidder.  The Committee believes that the
Debtors' withdrawal of the bidding procedures motion has
effectively halted any true, conventional public auction and the
need for meaningful, additional Director effort related to such
process.

Although the Committee respects the Debtors' actions towards
ensuring a fair and open sales process, it firmly believes that
it should not have to pay, on an annualized basis, in excess of
$2.0 million dollars to have a level playing field.  The
Committee maintain that Messrs. Steele and Cegnar are competent
directors, but the services they have provided to the estate do
not warrant an additional $40,000 per month.

The Committee asserts that Messrs. Steele and Cegnar must
submit, at the end of the completion of the sales process, an
application to the Court requesting additional compensation
under Code Sec. 503(b).  It is only at the end of the sales
process that all parties will truly know whether the actions of
the Directors resulted in additional value to these estates.

ICH Corporation, a Delaware holding corporation, operates Arby's
restaurants, located primarily in Michigan, Texas, Pennsylvania,
New Jersey, Florida and Connecticut. The Company filed for
chapter 11 protection on February 05, 2002. Peter D. Wolfson,
Esq. at Sonnenschein Nath & Rosenthal represents the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed debts and assets of
over $50 million.


IMMTECH INTERNATIONAL: Deloitte Expresses Going Concern Doubts
--------------------------------------------------------------
Immtech International, Inc., is a pharmaceutical company focused
on the development and commercialization of drugs to treat
infectious diseases that include fungal infections, Malaria,
tuberculosis, Hepatitis C, pneumonia, diarrhea and African
sleeping sickness, and cancer. The Company holds worldwide
patents, licenses and rights to license worldwide patents,
patent applications and technologies from third parties that are
integral to the Company's business.

Since its formation in October 1984, the Company has engaged in
research and development programs, expanding its network of
scientists and scientific advisors, negotiating and consummating
technology licensing agreements, and advancing the technology
platform toward commercialization. The Company uses the
expertise and resources of strategic partners and contracted
parties in a number of areas, including: (i) laboratory
research, (ii) pre-clinical and human clinical trials and (iii)
the manufacture of pharmaceutical products. The Company has
licensing and exclusive commercialization rights to a dicationic
anti-infective pharmaceutical platform and is developing drugs
intended for commercial use based on that platform. These
dication pharmaceuticals work by blocking life-sustaining
enzymes from binding to the key sites in the "minor groove" of
an organism's deoxyribonucleic acid, thereby killing the
infectious organisms that cause fungal, parasitic, bacterial and
viral diseases. The minor groove or key site on an organism's
DNA is an area where enzymes interact with the DNA as part of
their normal life cycle. The Company does not have any
commercially available products nor does it expect to have any
commercially available products for sale until after March 31,
2003, if at all.

The Company has a shortage of unrestricted working capital and
has had recurring losses from operations and negative cash flows
from operations since inception. These factors, among others,
raise substantial doubt about its ability to continue as a going
concern. The ability to continue to operate will ultimately
depend upon raising additional funds, attaining profitability
and operating at a profit on a consistent basis, which will not
occur for some time or may never occur.

On March 6, 2002 Immtech received notice from a NASDAQ listing
review panel that its stock would be transferred from the NASDAQ
National Market System to the NASDAQ SmallCap Market effective
March 8, 2002. On March 8, 2002 its Common Stock began trading
on the NASDAQ SmallCap Market. The Company's ability to remain
listed on the NASDAQ SmallCap Market is contingent upon
continued compliance with all NASDAQ SmallCap Market
requirements including, but not limited to, (i) $35 million
market capitalization and, (ii) net tangible assets in excess of
$2 million or stockholders equity of $2.5 million. Company
common stock has been trading in the $5.00 per share range. Its
market capitalization as of July 10, 2002 was approximately $30
million and net tangible assets and stockholders' equity are
currently also below the requirements. Trading on the NASDAQ
SmallCap Market may result in a reduced market for its common
stock and consequently reduced liquidity for stockholders.

Deloitte & Touche LLP's Milwaukee firm has indicated that "the
Company's operating losses since inception, negative cash flow
and shortage of unrestricted working capital raise substantial
doubt about its ability to continue as a going concern."


INFORMATION ARCHITECTS: CEO to Purchase Up to 3 Million Shares
--------------------------------------------------------------
Information Architects (Nasdaq: IARC) announced that its CEO,
Robert Gruder, has entered into a Securities Purchase Agreement
with the Company to acquire up to 3 million shares of the
Company's common stock.

Mr. Gruder commented, "My purchase of Information Architects'
shares demonstrates my continuing commitment to the Company and
my personal confidence in our ability to become a dominant
player in the enterprise integration marketplace.  Since the
completion of our product this year, coupled with the addition
of a new head of sales and a new sales team, I am excited about
the opportunities for Information Architects.  By taking a new
mortgage on my residence and investing the proceeds in our
Company I believe I have demonstrated my optimism for the
Company's technology, direction and prospects for long term
growth."

The Company noted that while it had been aggressively seeking to
raise capital for several months, the capital marketplace did
not present investment vehicles which served the best interests
of the shareholders or the Company.  Mr. Gruder invested
directly in the company to both minimize dilution and illustrate
management's confidence in their abilities to market and sell
its products.

Information Architects owns patents on its Jitzu technology
which allows organizations to quickly and easily access and
associate information from various computer systems and
applications.

The Security Purchase Agreement calls for a capital infusion of
up to $600,000 by Mr. Gruder.  In exchange for the direct
investment, Mr. Gruder will receive common stock priced at
market at the close on August 16, 2002 and 50% warrant coverage,
also priced at market on the date of the agreement. An
additional investor invested $100,000 priced at the same terms
as Mr. Gruder.

In other Company related transactions, the Company will be
moving to a new facility as a continuing part of its costs
reduction program.  As disclosed in the second quarter 10Q, the
Company forfeited $750,000, held in escrow, as a result of the
default on its existing lease.  This $750,000 went to the lender
of the building, Aegon Financial for new tenant up-fit.  Neither
Mr. Gruder, the Company's officers, nor Directors have any
beneficial affiliation with Aegon Financial.

Information Architects (Nasdaq: IARC) provides just-in-time
information integration solutions. Information Architects'
patented technology enables businesses to build new and enhance
existing applications with a fraction of the effort and expense
of today's approaches, without sacrificing performance, security
or personalization. For more about Information Architects and
Jitzu, visit http://www.ia.com


KAISER ALUMINUM: Gets OK to Continue Using Existing Bank Accts.
---------------------------------------------------------------
Judge Fitzgerald gave her final stamp of approval to Kaiser
Aluminum Corporation and its debtor-affiliates' request to use
their Prepetition Bank Accounts under existing account numbers.
However, those checks issued on the Prepetition Bank Accounts
before the commencement of these Chapter 11 cases will not
honored, except as otherwise authorized by the Court.

In this regard, the Debtors will provide Bank of America a list
identifying:

A. the concentration and collection accounts with respect to
    which no checks are written; and

B. payroll accounts.

The accounts will be permitted to operate immediately.

Judge Fitzgerald also directs the Debtors to provide Bank of
America a complete list of prepetition checks issued on the
remaining Checking Accounts with respect to which they will
place a stop payment order.  Bank of America will act on stop
payment orders within a reasonable period of time and confirm
that the stop payments are in place.  Thereafter, Bank of
America will permit the normal operation of the Checking
Accounts. (Kaiser Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 10.875% bonds due 2006 (KLU06USR1),
DebtTraders reports, are trading at 77 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU06USR1for
real-time bond pricing.


KMART CORP: Court Nixes Ridgewood's Request for Stay Relief
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
denied Ridgewood Industries' motion to lift the automatic stay
to setoff Kmart Corporation's $2,240,642 prepetition claims for
advertising, volume rebates and service credits against its
$11,609,508 prepetition claim.

As previously reported, under some arrangements with Ridgewood,
Kmart was entitled, prepetition, to certain advertising
allowances pertaining to products Kmart bought from Ridgewood.
Ridgewood owe Kmart $862,595 in outstanding prepetition
advertising allowance.

In addition, Kmart was entitled to vendor/volume rebates for
product it purchased from Ridgewood prepetition.  The volume
rebate was 2.5% of the total product Kmart purchased from
Ridgewood.  In 2001, Kmart is entitled to a prepetition volume
rebate of $1,335,393.

Moreover, Kmart was also entitled to certain servicing credits
for prepetition purchases from Ridgewood.  The outstanding
prepetition servicing credits due Kmart is $42,654. (Kmart
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KMART: Initiates Cost-Reduction Program to Save $66MM for 2002
--------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced a cost reduction
initiative aimed at aggressively reducing costs within the
organization.

The Company has been working diligently to reduce costs since
filing for chapter 11 reorganization on Jan. 22, 2002.  The
completion of this initiative represents a savings of $66
million for the 2002 fiscal year and $130 million annually.

"This cost reduction initiative is absolutely critical to our
reorganization," said James. B. Adamson, Chairman and CEO, Kmart
Corporation. "We had no alternative but to take this action, the
Company continues to take the steps necessary to return to
financial health and regain the confidence of its many
stakeholders."

As part of our reorganization efforts, Adamson said that the
Company will continue to explore all possible ways to control
and cut costs including eliminating low-priority projects, re-
engineering work processes and consolidating workloads.  He said
this cost-reduction initiative realigns the organization to
reflect the Company's current business needs, following the
completion of 283 store closures.

As part of the initiative, the Company will eliminate
approximately 400 positions at Kmart's corporate headquarters
and approximately 50 positions located nationally that provide
corporate support. The Company also will eliminate approximately
100 current open positions, and will begin phasing out
approximately 130 contract positions.  The individuals affected
will be notified over this week.  Kmart stores and distribution
centers are not impacted by this cost-reduction initiative.

"These decisions were not made lightly and we are committed to
treating our associates with dignity and respect through this
difficult process," continued Adamson.  "All of those affected
are eligible for severance packages that include health care
subsidies and outplacement services that will assist them with
career transition."

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.

Kmart Corp.'s 9% bonds due 2003 (KM03USR6) are trading at 17
cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LERNOUT: Dictaphone Seeks Claims Objection Deadline Extension
-------------------------------------------------------------
Despite its diligent efforts, including filing four omnibus
objections, allowing hundreds of claims, and reaching numerous
settlements with claimants, Dictaphone believes it will not
complete the claims objection process before the expiration of
the six-month period provided under its reorganization plan.
Accordingly, Dictaphone asks Judge Wizmur to extend the deadline
by which all objections to proofs of claim against its
bankruptcy estate must be filed, to and including January 28,
2003.

Donna L. Harris, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware, relates that 2,474 proofs of claim were
filed against Dictaphone in its Chapter 11 case.  Dictaphone has
implemented the claims reconciliation process by identifying
particular categories of proofs of claim that may be targeted
for disallowance and expungement.  To avoid possible double or
improper recovery by claimants, and to reduce the aggregate
number and dollar amount of claims, Dictaphone has filed four
omnibus objections to various categories of claims to date.

               Status of Dictaphone's Omnibus Objections

(1) First Omnibus Objection

      On October 5, 2001, Dictaphone, along with L&H NV and L&H
      Holdings, objected to 113 duplicative, amended and
      superseded, or late-filed claims.  On November 5, 2001,
      the Court sustained the objection with respect to 110
      claims.

(2) Second Omnibus Objection

      On November 13, 2001, Dictaphone, along with L&H Holdings,
      sought to:

      * reclassify claims mistakenly filed against it to claims
        or interests potentially against Lernout & Hauspie
        Speech Products N.V.,

      * disallow and expunge certain claims as No Amount Due,

      * liquidate and allow certain claims filed as unliquidated
        claims,

      * disallow and expunge duplicative claims, and

      * disallow and expunge Amended or Superseded claims.

      All in all, Dictaphone objected to 527 claims.  On December
      19, 2001, the Court sustained Dictaphone's objection to 506
      claims.

(3) Third Omnibus Objection

      On May 14, 2002, Dictaphone asked the Court to disallow and
      reclassify 111 claims.  On June 25, 2002, the Court upheld
      Dictaphone's objection to 102 claims.

(4) Fourth Omnibus Objection

      On July 10, 2002, Dictaphone objected to 419 claims.  This
      objection is actually referred to as the Fifth Omnibus
      Objection.  The L&H Debtors filed a Fourth Omnibus
      Objection, which Dictaphone did not participate.

As a result of Omnibus Objections, settlements, or its own
analysis, Dictaphone has allowed 566 claims and paid
distributions under its Plan as to these claim, and expunged or
had the claimants withdraw 575 claims.  Of 2,474 claims, 921
claims asserted against Dictaphone remain to be objected to, or
allowed.  Analysis of these claims is ongoing.

Ms. Harris asserts that good and sufficient cause exists in this
case to extend the Objection Deadline.  Dictaphone explains that
it needs additional time to properly analyze each of the
remaining claims to determine if an objection is warranted.

As distributions to unsecured Class 4 claims under the Plan
depend on the amount of allowed Class 4 claims, without an
extension of the Objection Deadline, Dictaphone will have no
choice but to make premature decisions as to which claims will
be allowed as Class 4 claims.  As a result, Ms. Harris says, the
value of each Class 4 claims and the amount of distribution each
claim in Class 4 receives is directly affected by the Objection
Deadline.

By extending the Objection Deadline, Dictaphone will be able to
ensure that valid claims receive that which they are entitled.
(L&H/Dictaphone Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LODGENET: Lenders Loosen Covenants Under Credit Agreement
---------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) has received
unanimous consent from its lenders to amend its existing senior
bank credit facility.  The amendment modifies the covenants for
leverage and interest coverage by generally deferring scheduled
step-downs in covenant terms that were to become effective as of
December 31, 2002.  The Company has been in full compliance with
all of its covenants since obtaining the credit facility in
August 2001.

"We could have operated under the conditions of the original
covenants, but decided to approach our banks for modifications
that will give us greater flexibility," said Scott C. Petersen,
president and CEO.  "Our results over the last several quarters
have continued to demonstrate the fundamental strength of our
business model and the quality of our operations.  Despite
approved changes in the leverage covenants, we will continue to
exercise prudence as we evaluate growth opportunities,
especially in these uncertain economic times."

"We consider this a significant vote of confidence from our
lenders," said Senior Vice President and Chief Financial Officer
Gary H. Ritondaro.  "The successful completion of this amendment
provides LodgeNet with increased financial flexibility and the
resources to continue to execute on our business plan.  In its
amended state, this facility provides LodgeNet with more than
sufficient credit availability until we reach a net positive
free cash flow position anticipated by the end of 2003."

The company will file an 8-K with the SEC reflecting the
company's amendment of the terms of its credit facility.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--
is the leading provider in the delivery of television-based
broadband, interactive services to the lodging industry, serving
more hotels and guest rooms than any other provider throughout
the United States and Canada, as well as select international
markets.  These services include on-demand digital movies,
digital music and music videos, Nintendo(R) video games, high-
speed Internet access and other interactive television services
designed to serve the needs of the lodging industry and the
traveling public.  As one of the largest companies in the
industry, LodgeNet provides service to 930,000 rooms (including
more than 850,000 interactive guest pay rooms) in more than
5,600 hotel properties worldwide.  More than 260 million
travelers have access to LodgeNet systems on an annual basis.
LodgeNet is listed on NASDAQ and trades under the symbol LNET.

At June 30, 2002, LodgeNet's balance sheet shows a total
shareholders' equity deficit of about $80 million.


LOOK COMMS: Reports EBITDA Improvement in Second Quarter of 2002
----------------------------------------------------------------
Look Communications Inc., (TSX Venture : LOK) reported its
financial and operating results for the second quarter and first
six months ended June 30, 2002.

Second quarter EBITDA (Earnings before interest, financing
charges, restructuring charges and gains on sales of assets)
increased to $433,000 compared to negative EBITDA of $1.8
million for the same period last year. This brings year-to-date
EBITDA for 2002 to $751,000, compared to negative EBITDA of
$628,000 for the first six months of last year.

"Look achieved stronger EBITDA this quarter than in both the
first quarter of this year and the same period last year,
despite the decrease in our subscriber base which we
anticipated," said Paul Lamontagne, President and Chief
Executive Officer. "This resulted from our successful efforts to
reduce fixed costs, and improve average revenue per unit (ARPU)
by migrating both Internet and digital television subscribers to
higher value packages. Look has now achieved positive EBITDA for
four consecutive quarters."

Revenues for the second quarter were $15.1 million compared to
$19.6 million for the same period in 2001, reflecting a lower
Subscriber base. The net loss was $1.4 million, compared to a
net loss of $15.9 million, for the second quarter of last year.
The net loss for the second quarter of 2002 reflects mainly the
amortization of capital assets totaling $1.8 million.

For the first six months of 2002, revenues were $30.7 million
compared to $42.0 million for the same period last year. The net
loss was $0.2 million, compared to a net income of $114.0
million, for the first six months of last year, which included
an after-tax gain of $145.0 million from the sale of the
Company's interest in Inukshuk Internet Inc.

As expected, the Company's subscriber base declined during the
second quarter to 161,900 total subscribers, compared to 173,900
as of March 31, 2002. As of June 30, 2002, Look had 51,000
digital television customers and 110,900 Internet customers,
comprised of 96,300 residential dial- up customers, 3,300
residential high-speed customers and 11,300 business customers.
The decrease in subscribers during the second quarter reflected
mainly the fact that Look did not invest in sales and marketing
through all of 2001 and the beginning of 2002, as well as the
longer selling cycle for its business services.

"During the second quarter, we focused on developing and
implementing initiatives that should enable Look to reduce the
rate of customer attrition and to increase the rate of customer
acquisition in both the residential and business markets in the
second half of 2002," Mr. Lamontagne said. "We have recently
launched a number of new packages and enhanced services in both
our digital television and high-speed Internet segments. We
intend to continue to expand our service offerings for the
balance of the year."

Look launched wireless high-speed business Internet services in
the Greater Toronto and Montreal markets in June, targeting
small and medium-sized enterprises in underserved commercial and
industrial zones in these metropolitan areas. The Company also
introduced DSL Internet service for residential customers in
some Ontario and Quebec markets to address the continued demand
for high-speed services. In addition, Look introduced a package
of new digital channels to its television distribution services
in Quebec. "We expect to see concrete benefits from these and
other initiatives in the second half of this year," Mr.
Lamontagne added.

                       SUBSEQUENT EVENTS

On August 8, 2002, Look announced a strategic partnership with
Unique Broadband Systems, Inc., that will provide additional
financial capacity and access to leading technology,
particularly in wireless high-speed Internet services. Under the
agreement, Look will receive gross proceeds of approximately
$5.0 million through the issuance of common shares and a
convertible debenture. The transaction is expected to close in
early September following the completion of due diligence and
the receipt of customary securities approvals.

"We are excited to be embarking upon this new partnership with
UBS," Mr. Lamontagne said. "The additional liquidity will
support the execution of our business strategy, particularly in
terms of offering secure, highly reliable and competitive high-
speed Internet access services in our licensed areas. We will be
able to reach more potential customers, much more quickly, as a
result of this partnership."

Look Communications delivers a full range of communications
services, including high-speed and dial-up Internet access, Web
applications, digital television distribution and superior
customer service to both the business and residential markets
across Canada. We deliver high-speed connections and a full
range of Web solutions that help SMEs achieve their business
objectives. Through our advanced wireless infrastructure, we
also offer high quality digital entertainment services to
consumers in Ontario and Quebec. Look shares are listed on the
TSX Venture Exchange under the symbol "LOK".

At June 30, 2002, Look Communications' balance sheet shows that
its total current liabilities eclipsed its total current assets
by about $5 million.


MAGELLAN HEALTH: S&P Hatchets Counterparty Rating to B- from B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit rating on Magellan Health Services Inc., to single-'B'-
minus from single -'B' based on the company's recent quarterly
earnings, constrained liquidity, and financing concerns.

Magellan remains on CreditWatch with negative implications in
part because of an unmet need to rearrange the bank-sourced part
of its debt financing.

"In its press release of June 25, 2002, Standard & Poor's said
that it would monitor the initiatives taken by Magellan to
improve its liquidity position. If, in a reasonably short period
of time, it becomes apparent that these initiatives will be
implemented in a way that will make the company's current
position more stable, and if results of operations warrant, the
ratings would be removed from CreditWatch. Although the company
appears to be making some progress in these initiatives, the
time elapsed since June 25, combined with Magellan's overall
financial profile as indicated in its latest quarterly results,
has led to these actions," said Standard & Poor's Director
Charles Titterton.

Standard & Poor's will review Magellan's overall business
position again, by September 30, 2002 at the latest. If a
satisfactory new financing package is negotiated and the company
maintains a profile indicative of the current ratings, they will
be affirmed. If not, the ratings will be lowered further.


METALS USA: Court Okays Proposed Uniform Asset Sale Procedures
--------------------------------------------------------------
The sale of these assets is subject to higher and better offers:

     -- Metals USA Specialty Metals Northwest Inc.,
     -- Metals USA Plates and Shapes Northcentral Inc.,
     -- Metals USA Contract Manufacturing Inc., and
     -- Metals USA Plates & Shapes Southwest L.P.

Accordingly, Metals USA, Inc., and its debtor-affiliates sought
and obtained the Court's approval of these sale procedures,
which will govern the conduct of the sale of the assets to their
respective Initial Qualified Bidders or to any other qualified
bidder:

A. Initial Qualified Bidder:  The Debtors will seek offers for
    the assets of Metals USA Specialty Metals Northwest Inc.,
    Metals USA Plates and Shapes Northcentral Inc., and Metals
    USA Contract Manufacturing Inc. from potential bidders,
    including those who have made previous contacts with Debtors
    and submitted proposals, other potential purchasers who make
    inquiry and those whose names are given to Debtors by a
    party-in-interest.  All potential bidders will be directed to
    the Debtors through their general counsel or counsel of
    record.

B. Mailing the Auction and Hearing Notices:  The Debtors will
    send the Auction and Sale Hearing Notice by first-class mail,
    postage prepaid, to:

     -- all potential purchasers previously identified by Debtors
        or the Committee,

     -- the United States Trustee for the Southern District of
        Texas,
     -- counsel to the Committee,

     -- counsel to the Bank Group,

     -- all parties on Debtors' Master Service List,

     -- all parties claiming any interest in any of the Assets
        and

     -- the parties to Debtors' executory contracts and unexpired
        leases that may be subject to assumption and assignment
        or rejection.

    The Debtors will also run an advertisement of the sale in the
    Wall Street Journal (National Edition) Business Opportunities
    Section.

C. Additional Qualified Bidders:  All offers to purchase some or
    all of the Assets must be:

     -- in writing,

     -- conform to the terms and conditions described in the Sale
        Procedures and

     -- be binding on each entity or partner participating in the
        Bid.

    Bids must be received no later than 4:00 p.m. Central
    Standard Time on the third business day prior to the Auction
    and will be directed to:

     -- Debtors' general counsel, John A. Hageman, Three
        Rivenvay, Suite 600, Houston, Texas

     -- Debtors' counsel: Zack A. Clement and Davor Vukadin,
        Esq., Fulbright & Jaworski LLP, 1301 McKinney, Suite
        5100, Houston, Texas

     -- Counsel for the Creditors' Committee: S. Margie Venus and
        Christopher Adams, Akin, Gump, Strauss, Hauer & Feld,
        L.L.P., 1900 Pennzoil Place, South Tower, 711 Louisiana,
        Houston, Texas

     -- Counsel for the Bank Group: Michael R. Farquhar and D.
        Wade Carvell, Winstead, Sechrest & Minick, L.L.P., 1201
        Elm Street, Suite 5400, Dallas, Texas

     -- General Counsel for Reliance Steel & Aluminum Co., Kay
        Rustand, 350 South Grand Avenue, Suite 5100, Los Angeles,
        California

     -- Nancy L. Holley, Office of U.S. Trustee, 515 Rusk, Suite
        3516, Houston, Texas

    All Bids must be submitted with a Modified Asset Purchase
    Agreement, black-lined against the Initial Asset Purchase
    Agreement to show any changes requested by the Bidder.  The
    Debtors will take into account and evaluate in their sole
    discretion any differences in terms between the Initial and
    Modified Asset Purchase Agreement.  Only Qualified Bidders
    may bid at the Auction and only Qualified Bids may be made at
    the Auction.  After the Auction, no further bids will be
    considered.

    Each Bidder must sign its proposed Modified Asset Purchase
    Agreement, committing to perform under it, subject to Court
    approval, and the conditions contained in it.  The signature
    and commitment will have been approved by the Board of
    Directors, Board of Managers or other person or entity having
    authority of the bidder. The Modified Asset Purchase
    Agreement will contain all of the terms and conditions of the
    proposed purchase, including all of the representations and
    warranties to be made by Debtors and required of the Bidder.
    Each Bidder must fully disclose the identity of each entity
    that will be acquiring a portion of the Sale Assets under the
    Bid, including its assigns.  Each Bid must commit to close,
    if it is selected as the Successful Bidder and approved by
    the Court.

    Upon request, all Bidders, including the Initial Qualified
    Bidder, must provide the Debtors and the Committee with
    sufficient financial information to assure that it can meet
    its obligations under the Modified Asset Purchase Agreement
    and is financially capable of closing.

D. The Auction and Selection of the Successful Bids:  The
    Auction will be conducted at the offices of Fulbright &
    Jaworski LLP, or at another location as may be timely
    disclosed by Debtors to Qualified Bidders.  The Auction
    pursuant to these Sales Procedures will be held on:

     -- August 30, 2002 for Metals USA Specialty Metals
        Northwest, Metals USA Plates and Shapes Northcentral, and
        Metals USA Contract Manufacturing Inc.

     -- September 16, 2002 for Metals USA Plates & Shapes
        Southwest.

    At the conclusion of the Auction, and subject to Court
    approval following the Auction, the successful Bid or Bids
    will be selected by Debtors, after consultation with the
    Committee, from the Bids.  The Debtors will have the right to
    reject any and all Bids, other than the Initial Bid, at their
    discretion in the exercise of their business judgment.

E. Determining a Qualified Bid:  After consultation with the
    Committee, the Debtors will decide whether a Bid is a
    Qualified Bid.  In deciding whether a bidder is a Qualified
    Bidder, Debtors may take into account the Bidder's financial
    position, whether the bidder has committed financing for the
    proposed transaction, the bidder's willingness to post the
    Deposit, and Debtors' general assessment of whether the
    bidder is able and willing to close the proposed transaction.

    In determining the value to Debtors of any Bid, Debtors may
    take into account these terms and factors:

     -- whether the Bid is for cash or other consideration,

     -- whether the Bid contains terms different from the terms
        proposed in the Initial Asset Purchase Agreement,

     -- whether the Bid will require Debtors to pay any fees to
        the Bidder or any other person,

     -- whether the Bidder appears able and likely to close, and

     -- any other factors as may be identified as material by
        Debtors.

    The Debtors will announce all the factors to which it has
    assigned value at the beginning of the Auction and will take
    these factors into account in all subsequent bids.

    For purposes of determining whether a higher, but not
    necessarily better, Bid has been proffered, any Bid received
    by Debtors at or prior to the Auction, must exceed the
    purchase price in the Initial Asset Purchase Agreement by no
    less than the sum of

     -- the break-up fee and

     -- an additional $50,000 as the Initial Overbid.

    Bidding increments after the Initial Bid will be made in
    minimum increments of $50,000.

F. Other Bids:  All bids must be accompanied by a deposit:

    Assets                                                Deposit
    ------                                                -------
    Metals USA Specialty Metals Northwest              $1,500,000
    Metals USA Plates and Shapes Northcentral            $390,000
    Metals USA Contract Manufacturing           5% Purchase Price
    Metals USA Plates & Shapes Southwest L.P.          $1,000,000

    The Deposit may be paid by wire transfer, certified check or
    cashier's check.  The Deposit will be returned to any Bidder
    whose Bid is not accepted within two business days after the
    Closing of the successful Bid.  In the event that a Bidder
    fails to consummate a sale due to its breach of its Modified
    Asset Purchase Agreement, the Debtors will retain the Deposit
    as liquidated damages.  The Court will have sole jurisdiction
    to decide any controversies related to the sale, including
    the Debtors' right to retain the Deposit as liquidated
    damages. If closing a Bid is conditioned on the assumption
    and assignment of any executory contracts or unexpired
    leases, the Bid must include sufficient information to permit
    the Court, the Debtors and the applicable lessors and
    contracting parties to determine the proposed assignee's
    ability to comply with Section 365 of the Bankruptcy Code,
    including providing adequate assurance of the assignee's
    ability to perform in the future.  Bidders must complete all
    required due diligence prior to the submission of their Bid.
    Each Bidder will be provided with access to a data for the
    purposes of conducting the necessary due diligence to
    formulate an informed Bid through the Bid Date.  Access to
    certain confidential information will remain available to
    bidders through the Bid Date.  Bidders will have access to
    information only upon execution of a confidentiality
    agreement in a form satisfactory to the Debtors.

G. Final Hearing on the Sale Motion:  The Court may hear any
    objections to:

     -- the selection of the Successful Bid and any other
        objections to the proposed sale of the assets free and
        clear of liens under Section 363 of the Bankruptcy Code,

     -- the assumption or rejection of executory contracts,
        including the Debtors' proposed cure amounts and

     -- consider whether to enter the Sale Order containing terms
        acceptable to the Successful Bidder.

    If the Court enters the Sale Order approving the Successful
    Bid and the assumption and assignment of the assumed
    contracts, the Debtors will complete and sign all agreements,
    contracts, instruments, or other documents evidencing and
    containing the terms and conditions upon which the Successful
    Bid or Bids were made, if that has not occurred before, and
    Debtors' officers and directors will use good faith and best
    efforts to take all reasonable steps to close the transaction
    with the successful bidder.  Any offers submitted by the
    Initial Qualified Bidder and the Successful Bidder will be
    irrevocable until the closing of a purchase of all of the
    Assets, not to exceed thirty days after the Sale Hearing.
    The Final Sale Hearing of the various assets sales will be
    held on:

     -- September 4, 2002 for Metals USA Specialty Metals
        Northwest, Metals USA Plates and Shapes Northcentral, and
        Metals USA Contract Manufacturing Inc.

     -- September 18, 2002 for Metals USA Plates & Shapes
        Southwest. (Metals USA Bankruptcy News, Issue No. 17;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


METROCALL INC: Lease Decision Period Stretched Until Year-End
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Metrocall, Inc. and its debtor-affiliates obtained an
extension of their lease decision period.  The deadline imposed
under section 365(d)(4) of the Bankruptcy Code for Metrocall to
decide whether to assume, assume and assign, or reject its
nonresidential real property leases is extended to the earlier
of the effective date of the Company's plan of reorganization or
December 31, 2002.

Metrocall, Inc., is a nationwide provider of one-way and two-way
paging and advanced wireless data and messaging services. The
Company filed for chapter 11 protection on June 3, 2002. Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$189,297,000 in total assets and $936,980,000 in total debts.


MILESTONE SCIENTIFIC: Equity Deficit Reaches $5MM at June 30
------------------------------------------------------------
Milestone Scientific, Inc., (AMEX: MS) announced its results for
the three and six months periods ending June 30, 2002.

During the three months ended June 30, 2002, Milestone realized
a 26% increase in sales, while narrowing its quarterly net loss
for the fourth consecutive quarter. Net sales for the three
months ended June 30, 2002 and June 30, 2001 were $1,160,129 and
$918,411 respectively. The $241,688 or 26% increase is primarily
related to a 32% or $160,000 increase in domestic sales of The
Wand(R) handpiece, CompuMed(TM) sales of approximately $82,000
and a $28,000 increase in sales of CompuDent(TM). Net sales for
the six months ended June 30, 2002 and June 30, 2001 were
$2,181,717 and $2,180,812, respectively. The net loss for the
three months ended June 30, 2002 was $502,210 as compared to a
net loss of $1,109,200 for the three months ended June 30, 2001.
The net loss for the six months ended June 30, 2002 was
$1,022,421 as compared to a net loss of $2,444,523 for the six
months ended June 30, 2001. The $1,422,102 decrease in net loss
is attributable to lower selling and administrative expenses and
a higher gross margin on sales. During the six months ended June
30, 2002, Milestone reduced its average monthly cash used in
operations to below $40,000.

At June 30, 2002, the Company's balance sheet shows a working
capital deficit of about $500,000, and a total shareholders
equity deficit of about $5 million.

"Overall, our second quarter results demonstrate our ability to
couple increased sales with continuing cost containment
efforts," commented Stuart Wildhorn, Milestone's Senior Vice
President. " While sales increased 26%, our SGA decreased 31%.
Our marketing programs and distribution efforts are now
beginning to come to fruition, particularly in the increased
sales of The Wand disposable handpiece. Domestic handpiece
revenue has increased over 7% from last year while our
international handpiece sales have more than doubled. Even
though the sales of both the CompuDent and CompuMed units are
behind last year, the increase in handpiece shipments is a clear
sign that medical professionals find using this product simply
better. In a clinical study published in hair restoration, the
authors again demonstrated the many benefits of using the
CompuMed, both from the clinicians' perspective as well as from
the patients. Finally, during the first six months, Milestone
has also worked diligently to strengthen the balance sheet. In
addition to obtaining $400,000 in financing, a $4.1 million debt
restructuring program was completed."

Milestone Scientific is the developer, manufacturer and marketer
of CompuMed(TM) and CompuDent(TM) computer controlled local
anesthetic delivery systems. These systems comprise a
microprocessor controlled drive unit as well as The Wandr
handpiece, a single patient use product that is held in a pen
like manner for injections. In 2001, Milestone Scientific
received broad United States patent protection on
"CompuFlo(TM)", an enabling technology for computer controlled,
pressure sensitive infusion, perfusion, suffusion and
aspiration, which provides real time displays of pressures,
fluid densities and flow rates, that advances the delivery and
removal of a wide array of fluids. Milestone Scientific recently
received United States patent protection on a safety engineered
sharps technology, which allows for fully automated true single-
handed activation with needle anti-deflection and force-
reduction capability.


NII HOLDINGS: Gets Extension of Lease Decision Period to Oct. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to NII Holdings, Inc., bid to extend their
time period to decide whether to assume, assume and assign, or
reject unexpired nonresidential real property leases.  The
Debtors has until the earlier of:

      i) confirmation of the Plan, or

     ii) October 31, 2002

to make their lease disposition-related decisions.

NII Holdings, Inc., along with its wholly-owned non-debtor
subsidiaries, provides wireless communication services targeted
at meeting the needs of business customers in selected
international markets, including Mexico, Brazil, Argentina and
Peru. The Company filed for chapter 11 bankruptcy protection on
May 24, 2002. Daniel J. DeFranceschi, Esq., Michael Joseph
Merchant, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $1,244,420,000 in total assets and $3,266,570,000 in
total debts.


NTL INCORPORATED: Confirmation Hearing Convenes on September 5
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved NTL Incorporated and its debtor-affiliates' Disclosure
Statement, finding that the document contains adequate
information within the meaning of section 1125(a) the Bankruptcy
Code and gives creditors enough information to make informed
decisions about whether to vote to accept or reject the
Company's Plan of Reorganization.

A hearing to consider confirmation of the Plan, is scheduled for
September 5, 2002, at 10:30 a.m., before the Honorable Judge
Allan L. Gropper at the United States Bankruptcy Court,
Alexander Hamilton Custom House, One Bowling Green, New York,
New York 10004.

Objections to the Plan, to be deemed timely-filed, must be filed
with the Court not later than August 26, 2002.  A hard copy must
be delivered to the Honorable Judge Gropper, and must be
received by:

           Counsel for the Debtors
           Skadden, Arps, Slate, Meagher & Flom LLP
           Four Times Square
           New York, New York 10036-6552
           Attention: Thomas H. Kennedy, Esq.
           Kayalyn A. Marafioti, Esq.
           Telephone: (212) 735-3000
           Facsimile: (212) 735-2000

           Counsel for the Creditors' Committee
           Fried, Frank, Harris, Shriver & Jacobson
           One New York Plaza
           New York, New York 10004-1980
           Attention: Brad Eric Scheler, Esq.
           Lawrence A. First, Esq.
           Telephone: (212) 859-8000
           Facsimile: (212) 859-4000

           United States Trustee
           The Office of the United States Trustee
           33 Whitehall Street, Suite 2100
           New York, New York 10004
           Attention: Richard C. Morrissey, Esq.
           Telephone: (212) 510-0500
           Facsimile: (212) 668-2255

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 STEEL: Asks Court to Okay City of Buffalo Settlement
-------------------------------------------------------------
In 1992, Hanna Furnace Corporation and LTV Steel Company, Inc.
transferred certain properties in the vicinity of the Donner
Hanna coke plant to the Buffalo Urban Renewal Agency.  These
properties are located in a residential housing development
commonly known as the Hickory Woods Subdivision.  The Donner
Hanna coke plant is one of National Steel Corporation's first
facilities located in Buffalo, New York.  Hanna and LTV each
have a 50% ownership share in the Site.

In the spring of 1999, contamination was discovered on certain
of these properties in the Hickory Woods Subdivision.  Shortly
thereafter, contamination was also discovered on a berm
constructed on the Site by BURA pursuant to an easement granted
by Hanna and LTV to BURA.  A berm is a strip of ground along a
dike. Accordingly, Hanna and LTV filed an environmental suit in
the District Court for the Western District of New York against
the City of Buffalo and BURA.  Hanna and LTV asserted that the
Defendants placed hazardous substances within the berm on the
Site.  Hanna and LTV sought $3,000,000 to remove the berm and an
unspecified amount of other damages for response costs and
attorney fees, as well as injunctive relief and other claims
under the CERCLA, breach of contract and common law.

In response, the City of Buffalo and BURA filed counterclaims
alleging that Hanna and LTV disposed waste both on the Site and
on the properties in the Hickory Woods Subdivision.  The
Defendants sought an unspecified amount of response costs,
compensatory damages, injunctive relief and attorney fees, plus
punitive damages for $250,000,000 based on the CERCLA and New
York statutory and common law.

Consequently, Hanna and LTV asked the District Court to impose
the stay to prohibit the Defendants from continuing the
litigation of the Counterclaims.  The District Court, however,
ruled that certain Counterclaims could proceed to the extent
that the Defendants sought to require Hanna and LTV to abate
alleged public nuisance conditions and alleged liability to
remediate environmental conditions under applicable
environmental laws rather than monetary relief.

So, the parties agree to a Consent Order in settlement of the
Environmental Suit and Counterclaims.  The Consent Order, with
respect to Hanna, provides that:

A. Hanna Obligations:  No later than August 31, 2002, a closing
    will be held at which Hanna will transfer title to the Site
    to Steelfields LLC and deposit $7,750,000 into an escrow
    account as required by the Consent Order;

B. Conditions Precedent to Hanna Obligations:  Hanna's
    obligations are expressly contingent upon Steelfields closing
    on the Site in accordance with the terms of the Property
    Transfer Agreement and Steelfields entering into a final
    Voluntary Cleanup Agreement with the New York State
    Department of Environmental Conservation.  In the event these
    obligations are not satisfied by August 31, 2002 for any
    reason, the Consent Order will be null and void, and Hanna,
    LTV and the Defendants will proceed to trial on September 16,
    2002.  The Consent Order is conditioned on, among other
    things:

        * agreement and execution of a final Administrative Order
          on Consent with the Environmental Conservation
          Department providing Hanna with releases;

        * contribution protection from the Environmental
          Conservation Department;

        * an escrow agreement;

        * a property transfer agreement; and

        * approval of the Consent Order by this Court;

C. Release by Defendants:  The City of Buffalo and BURA,
    Including, without limitation all of the City's other related
    Public Benefit Corporations, fully and forever discharge,
    satisfy, and requit any and all claims, demands, actions,
    proceedings, suits, orders and directives they may have
    against Hanna with regard to the Site or the properties in
    the Hickory Woods Subdivisions and related impacts or
    conditions arising therefrom;

D. Release by Hanna:  Hanna fully and forever discharges,
    satisfies, and requits any and all claims, demands, actions,
    proceedings, suits, orders and directives that it may have
    against the City of Buffalo or BURA with regard to the Site
    or the properties in the Hickory Woods Subdivision and
    related impacts or conditions arising therefrom;

E. Withdrawal of Claims by Defendants:  After the full
    performance by Hanna of its obligations under the Consent
    Order, the Defendants will withdraw any and all objections
    and claims against Hanna in these Chapter 11 cases pertaining
    to conditions at the Site or at the properties in the Hickory
    Woods Subdivision with prejudice.  The Defendants will not
    institute or reinstitute any claims or objections with regard
    to the Site or at the properties in the Hickory Woods
    Subdivision in the future; and

F. Withdrawal of Environmental Suit and Counterclaims:  After
    the full compliance with the terms and conditions of the
    Consent Order, Hanna and the Defendants will dismiss with
    prejudice their claims and counterclaims in the District
    Court.

Accordingly, by this motion, the Debtors seek the Court's
authority to enter into the Consent Order with City of Buffalo,
New York and the Buffalo Urban Renewal Agency.

David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that the Debtors and their estates
will reap several benefits in entering into the Consent Order:

     (a) the Consent Order provides for the consensual resolution
         of the Environmental Suit and Counterclaims, which would
         otherwise involve considerable time, expense and the
         uncertainty of litigation;

     (b) the City of Buffalo and BURA have agreed to dismiss with
         prejudice their Counterclaims and discharge the Debtors
         from any other liability in connection with the Site and
         properties in the Hickory Woods Subdivision in exchange
         for a mutual dismissal and discharge by the Debtors; and

     (c) the City of Buffalo and BURA have agreed to withdraw
         with prejudice any and all objections and claims against
         the Debtors in these Chapter 11 cases pertaining to
         conditions at the Site and properties in the Hickory
         Woods Subdivision.

Mr. Missner argues that the Debtors' ability to quickly
reorganize these estates and provide a recovery to their
creditors and interest holders rests, at least in part, on their
ability to resolve outstanding claims in these cases.  Thus,
absent the settlement, the Debtors could spend significant
amounts to abate a public nuisance and to remediate
environmental conditions at the Site. (National Steel Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

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


NEW CENTURY: Has Until Feb. 10, 2003 to Meet Nasdaq Requirements
----------------------------------------------------------------
New Century Equity Holdings Corp., (Nasdaq: NCEH) announced the
receipt from The Nasdaq Stock Market, Inc., of a 180-day
extension, to February 10, 2003, to regain compliance with the
Nasdaq listing requirement to trade at a price at or above $1.00
per share.  The Company is in compliance with other listing
requirements including the minimum stockholders' equity
requirement of $5 million.

Therefore, in order to regain compliance with the Nasdaq listing
requirement, the bid price of the Company's common stock must
close at $1.00 per share or more for a minimum of 10 consecutive
trading days prior to February 10, 2003.

If compliance cannot be demonstrated by February 10, 2003 and
the Nasdaq does not grant additional extensions or change the
minimum trading price requirement, the Nasdaq will provide the
Company with written notification that the Company's common
stock will be delisted.

New Century Equity Holdings Corp., (Nasdaq: NCEH) is a holding
company focused on high growth, technology-based companies and
investments.  The Company's holdings include its investments in
Princeton eCom Corporation, Tanisys Technology, Inc., Sharps
Compliance Corp. and Microbilt Corporation. New Century --
http://www.newcenturyequity.com-- is the lead investor in
Princeton eCom -- http://www.princetonecom.com-- a leading
application service provider for electronic and Internet bill
presentment and payment solutions and Tanisys Technology, Inc.
-- http://www.tanisys.com-- a developer and marketer of
semiconductor testing equipment.  New Century is also a
financial investor in Sharps Compliance Corp. --
http://www.sharpsinc.com-- a leading provider of cost-effective
logistical and training solutions for the healthcare,
hospitality and residential markets and Microbilt Corporation --
http://www.microbilt.com-- a leader in credit bureau data
access and retrieval which provides credit solutions to the
Financial, Leasing, Health Care, Insurance, Law Enforcement,
Educational and Utilities industries.

New Century Equity Holdings Corp., is headquartered in San
Antonio, Texas.


NEXTERA ENTERPRISES: Must Meet Nasdaq Requirements by Feb. 2003
---------------------------------------------------------------
Nextera Enterprises, Inc. (NASDAQ: NXRA), which consists of
Lexecon, one of the world's preeminent economics consulting
firms, received notification from Nasdaq granting the Company an
additional 180 days, or until February 10, 2003, to regain
listing compliance with the minimum $1.00 closing bid.

Under Nasdaq SmallCap Market rules, Nextera must demonstrate
compliance by maintaining a minimum closing bid of $1.00 for a
minimum of 10 consecutive trading days by February 10, 2003 or
its common stock will be delisted. The Company may appeal any
decision concerning its Nasdaq listing status to a Nasdaq
Listing Qualifications Panel.

On June 3, 2002, Nextera transferred to the Nasdaq SmallCap
Market.

Nextera Enterprises Inc., currently consists of Lexecon, one of
the world's preeminent economics consulting firms. Lexecon
provides its law firm and corporate clients with analysis of
complex economic issues in connection with legal and regulatory
proceedings, strategic-planning decisions, and other business
activities. The firm has offices in Cambridge and Chicago. More
information can be found at http://www.nextera.comand
http://www.lexecon.com


NORTEL: Will Provide GSM/GPRS Access Solutions to Centertel
-----------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT.) will be the exclusive
provider of GSM (Global System for Mobile Communications) and
GPRS (General Packet Radio Service) access equipment for PTK
Centertel in southern Poland under a three-year, estimated US$79
million (80 million Euro) supply agreement.

The agreement also includes installation and network support
services for Centertel, a France Telecom and Telekomunikacja
Polska SA affiliate and operator of the Idea network in Poland.

The network deployment will help Centertel to increase network
capacity to support a growing subscriber base. The dual band
network deployment is designed to ensure highly effective use of
radio spectrum through improved sensitivity and advanced radio
features. Network enhancements will position Centertel to reduce
capital and operating costs and improve service quality for
consumers in the south of Poland.

"This month, Centertel reached a total of more than 3.6 million
subscribers on our Idea network," said Jean-Marc Vignolles, vice
president, PTK Centertel. "Our objectives are to fuel continued
rapid growth with the introduction of advanced data services,
and to become the second largest GSM operator in Poland by the
end of the year.

"We consider Nortel Networks to be one of our key suppliers,"
Vinolles said. "Their competencies and products provide us with
the necessary support to enable our rapid expansion in the
wireless data market."

"We are proud to be recognised by Centertel for our wireless and
data expertise," said Vivian Hudson, general manager, GSM/GPRS,
Nortel Networks. "This win further enhances our relationship
with France Telecom's mobile affiliate in Poland."

"Central and Eastern Europe are among the fastest growing
markets in the region, and offer tremendous potential," Hudson
said. "We believe our extensive expertise in data technologies
and our capability to drive wireless evolution, combined with
our strong positions in CDMA, GSM and UMTS, are helping our
customers to achieve a lower cost of network ownership."

Nortel Networks has deployed 80 GSM/GPRS networks with operators
in 41 countries.

Nortel Networks has been providing GSM and GPRS access equipment
and services to Centertel since 1997, and packet backbone
solutions for the company's wireless networks since 2001.
Centertel is the operator of two mobile phone networks in Poland
- digital Idea, which supports more the 3,600,000 users; and
NMT450i, an analogue network that can serve more than 250,000
customers.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Metro and Enterprise Networks,
Wireless Networks and Optical Networks. As a global company,
Nortel Networks does business in more than 150 countries. More
information about Nortel Networks can be found on the Web at
http://www.nortelnetworks.com

Nortel Networks Ltd.'s 6.125% bonds due 2006 (NT06CAN1) are
trading at 55 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for
real-time bond pricing.


NUEVO ENERGY: David Batchelder Resigns from Board of Directors
--------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced that effective August
12, 2002, Mr. David H. Batchelder resigned from Nuevo's Board of
Directors.

"When I was elected to Nuevo's Board in 1999, my goal was to
help improve the Company's performance," commented David
Batchelder. "Considering the strong management team currently in
place, and the notable financial results and restructuring
achievements accomplished in the first half of this year, I feel
that I have accomplished what I initially intended. I believe
that Nuevo is well-positioned as it enters the next stage of its
corporate strategy."

"It is with regret that I accepted David's resignation as he has
been an exemplary Board member and has made many valuable
contributions during my tenure, and I am sure over the past
several years," stated Jim Payne, Chairman, President, and CEO.
"We will miss his business acumen and wise counsel and wish him
well."

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California. Nuevo is the largest independent producer of oil and
gas in California. The Company's international properties are
located offshore the Republic of Congo in West Africa and
onshore the Republic of Tunisia in North Africa. To learn more
about Nuevo, please refer to the Company's internet site at
http://www.nuevoenergy.com

As of June 30, 2002, the Company's balance sheet shows a working
capital deficiency of about $17 million.


ON2 TECHNOLOGIES: Board Approves New Round of Financing
-------------------------------------------------------
On2 Technologies, Inc., The Duck Corporation (Amex: ONT),
announced board approval of a new round of funding and a
management and cost restructuring intended to substantially
improve the company's financial situation.

The expected funding, which will be in excess of $600,000, has
been committed by existing shareholders and members of the
company's board and is expected to close within the next week.
The company will issue a four-year convertible debenture with
interest paid in kind.  On2 believes that this funding amount
will be adequate to cover its costs until it begins to collect
receivables that will be billed for work and software delivered
in the third calendar quarter of the year.  This funding is
contingent upon execution of definitive documentation and
successful closing.

The company stated that it does not presently intend to make
further use of the Crossover financing facility.

The company also stated that it will relocate most of its
facilities and operations to its Albany Technical Center to
sharply cut costs but it will not reduce its engineering staff
in Albany.  The company will take a yet to be determined
restructuring charge in the third quarter.

The company further disclosed that its Chairman, Strauss
Zelnick, its Chief Executive, Douglas McIntyre, and its Chief
Financial Officer, Mark Meagher, will work without salaries
between August 15, 2002 and year-end. These salaries are not
being deferred and will not be accrued.

The company stated that it believes that its operating costs per
month will drop by September 1 to approximately $200,000 a month
from the current rate of $400,000 a month.  "Our total cash
operating costs for Q4 (excluding non-cash amortization and
depreciation) should be roughly $600,000," said Mark J. Meagher,
Chief Financial Officer.

"The company can now continue its fine relationships with its
customers, who have given us a great deal of support over the
last week.  We can spend our time building software, shipping
product, supporting customers and collecting money. Our
development staff in Albany is unaffected by this move," said
Douglas A. McIntyre, President and Chief Executive Officer.  "By
dropping the cash costs for G&A and cutting our office
facilities dramatically, we move to an expense run rate which
would have allowed us to be profitable two of the last three
quarters," he added.

"I hope that investors appreciate that management is making a
sacrifice in the hundreds of thousands of dollars because we
believe in our products and employees.  VP5 continues to be the
world's most powerful video codec and we get more evidence of
that from our customers every day.  If this company was worth
$25 million in the spring, I believe it is worth much more now,"
he concluded.

On2 Technologies (Amex: ONT) is a video compression software
company.  On2 licenses its high quality video codecs for use in
set-top boxes, consumer electronics devices and wireless
applications. In addition, On2 offers a suite of products and
services, including high-level video encoding, customized
technical support, and consulting services. Headquartered in New
York City, the Company has an office in Albany, NY, and
operations in London, UK, and Seoul, Korea.  On2 may be reached
at 145 Hudson Street, New York, NY 10013, telephone 917-237-0500
or info@on2.com. Investor inquiries should be sent to
invest@on2.com.

On2 Technologies' June 30, 2002 balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $144,000.


OWENS CORNING: Oregon Bar Date Extended Until November 15, 2002
---------------------------------------------------------------
Owens Corning, Oregon Department of Environmental Quality, and
Trustee of Oregon State Natural Resources stipulate and agree to
extend the Bar Date from August 15, 2002 to November 15, 2002.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court the Debtors are seeking the
extension because the Debtors and Oregon are still negotiating a
settlement and anticipate reaching an agreement within the next
90 days. (Owens Corning Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Committee's Comments on Alternate Plans of Reorg.
--------------------------------------------------------------
Although the Official Committee of Unsecured Creditors has
recommended that creditors vote in favor of both the Pacific Gas
and Electric Company Plan and the CPUC Plan, it also notes that
both plans have a number of flaws.  According to the Committee,
these flaws make it unclear -- at this time -- whether either
plan will be confirmed.

Through its attorneys at Milbank, Tweed, Hadley & McCloy LLP,
the Committee presents the Court its comments to address the
various flaws and to preserve its right to address these issues
at confirmation, in the event that the PG&E Proponents and the
CPUC cannot resolve the open issues.

Moreover, in the event the Committee files a competing plan, it
reserves the right to present legal authorities, evidence and
argument at confirmation in support of its potential position
that both the PG&E Plan and the CPUC Plan are not confirmable
and that the Committee's plan is confirmable.

                            The PG&E Plan

1. Disputed Claim Escrow Account Issues

    The PG&E Plan provides that Long-Term Notes are held in
    escrow on account of the estimated allowed portion of the
    Disputed Claim.  The PG&E Plan should provide holders of
    disputed claims with an option to cause these Long-Term Notes
    to be sold and reduced to cash in the escrow pending final
    allowance of the Disputed Claim.  The PG&E Plan should also
    provide that to the extent any portion of the $40,000,000
    placement fee is held in a referenced escrow account, it will
    not be returned to the Reorganized Debtor, but will be
    distributed to the holders of the applicable Allowed Claims
    on a pro-rata basis.

2. Proceeds From Rate-Recover Litigation

    Any recovery realized on account of the Rate Recovery
    Litigation, the BFM Contract Seizure Litigation, and the
    Claims Against the State should not be transferred to Newco,
    but rather should be retained by Reorganized Debtor, ETrans,
    GTrans and Gen, proportionately, as of the Effective Date.

3. Conditions To Plan Effectiveness

    Conditions to Plan Effectiveness should include:

    (a) the effectiveness of the registration of the Long-Term
        Notes; and

    (b) the funding of the appropriate escrows with the proceeds
        from the New Money Note and Long-Term Note sales.

4. Long-Term Note Provisions

    The provisions of the Long-Term Notes should mirror the
    provisions of the New Money Notes.

5. Implied Preemption

    To enable the PG&E Proponents to effectuate the
    disaggregation proposed under the PG&E Plan, the PG&E
    Proponents will be required to preempt numerous state
    statutes and regulations. The implied preemption analysis
    will involve a detailed statute-by-statute factual analysis.
    Before the Committee forms an opinion on the implied
    preemption issues facing the PG&E Plan, it will need to
    complete the discovery process. The Committee reserves its
    rights on the implied preemption issues.

6. Solicitation Improprieties

    The Committee believes that the PG&E Proponents have
    solicited acceptance for the PG&E Plan in an improper manner.
    The Committee reserves its right to raise this issue at
    confirmation.

                            The CPUC Plan

A. Feasibility

    The Committee reserves its right to argue at confirmation
    that the CPUC Plan is not feasible because it is not
    financeable.

B. Investment Grade

    It is unclear whether under the CPUC Plan reorganized PG&E
    and the securities contemplated to be issued under the CPUC
    Plan will achieve investment grade credit ratings.  If
    investment grade credit ratings are not achieved, the CPUC
    Plan may not be financeable.  Accordingly, the Committee
    reserves its right to object to the CPUC Plan if investment
    grade credit ratings are not achieved.

C. Sovereign Immunity

    The CPUC has argued that if the CPUC Plan is not confirmed,
    the CPUC can continue to assert sovereign immunity in this
    case with respect to any other plan that may be confirmed.
    The Committee believes that the CPUC has already waived its
    sovereign immunity rights.

D. Rate Agreement

    The Committee believes that the CPUC Plan may not be
    financeable unless the CPUC enters into a rate agreement that
    will ensure a definite and adequate cash stream for
    reorganized PG&E operations.

The Committee continues to work with both the PG&E Proponents
and the CPUC to address these issues and to attempt to settle
the differences between the parties. (Pacific Gas Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PARTS.COM: Must Generate New Funds to Meet Current Obligations
--------------------------------------------------------------
Parts.com, Inc., is a business-to-business and business-to-
consumer electronic commerce software and parts procurement
platform provider. The Company's e-procurement solutions enable
corporations to use electronic automation to streamline business
transactions, increase revenue and reduce costs. The Company was
incorporated in Nevada on September 13, 1995, under the name
I.E.L.S., Inc., which had no revenue and insignificant expenses,
assets, and liabilities and whose common stock was traded on the
OCT Bulletin Board. Effective January 5, 2000, the Company
changed its name from Miracom Corporation to parts.com, Inc.

The Company has never been profitable and expects to continue to
incur operating losses until at least the end of fiscal 2002.
Parts.com states that it may be unable to achieve profitability
in the future. It has continued to suffer recurring losses from
operations that to date, total $28,518,639. The Company used
$150,045 and $414,167 of cash in operations for the three months
ended March 31, 2002 and 2001, respectively and anticipates
additional cash needs in the remainder of 2002. At March 31,
2002, the Company had a working capital deficit of $3,342,300
and cash of $185. The Company also had undeposited payroll taxes
to the Internal Revenue Service for the period July 1, 2000
through March 31, 2002, resulting in an accrual for back payroll
taxes in the amount of approximately $378,036 as of March 31,
2002, including estimated penalties and interest. The Company is
currently negotiating a payment plan with the IRS, but no formal
agreement has been reached.

Due to cash deficiencies, the Company has also been unable to
pay certain members of senior management as well as non-
management employees their regular salaries when due, which has
resulted in an accrual for back salaries of approximately
$181,047 as of March 31, 2002. These factors, among others,
raise substantial doubt about the Company's ability to continue
as a going concern for a reasonable period of time.

The Company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its
obligations on a timely basis. The Company's primary source of
liquidity has been from the cash generated by its operations and
through the private placement of equity and debt securities. The
Company has altered its business model and taken actions to
reduce its cash needs, such as significant reductions in its
workforce to attempt to stabilize its financial condition. The
Company continues developing its technology known as
"TradeMotion Solutions" and continues implementation of a
marketing campaign in order to gain market acceptance of same
and to eventually  achieve profitable operations. However, there
can be no assurance that the Company will be successful in
achieving profitability or acquiring additional capital. Without
short or long-term financing, in order to meet its current and
future capital needs, the Company will depend on cash receipts
from fee revenue generated from its e-commerce web site, license
fees from the sale of its software and proceeds from the sale of
additional shares of common stock or the issuance of debt
securities. The Company is actively pursuing other sources of
new cash financing, but has not completed such financing and
cannot provide any assurances as to whether such financing will
be completed. Furthermore, there can be no assurance that
additional financing will be available when needed or that if
available, such financing will include terms acceptable to its
stockholders or management. The availability of such financing
is essential for the Company to continue to meet operating
obligations and continue as a going concern.


POLAROID CORP: Seeks Third Extension of Exclusive Periods
---------------------------------------------------------
For the third time, Polaroid Corporation and its debtor-
affiliates ask the Court to extend their exclusive period to
file a plan to October 15, 2002 and their exclusive period to
solicit acceptances of the plan to December 16, 2002.

Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meager
& Flom, in Wilmington, Delaware, relates that Joint Plan of
Liquidation filed in April, 2002 was predicated upon the
consummation of the Sale of Polaroid, postpetition liquidation
of the Debtors' remaining assets and the distribution of the
proceeds from the Sale and the other assets in the Debtors'
estates to the Debtors' creditor constituencies.  However, Mr.
Desgrosseilliers notes, the Asset Purchase Agreement approved by
the Court differs from the terms of the Asset Purchase Agreement
filed with the Sale Motion.  The Agreement filed under the Sale
Motion provides for the distribution of 35% of the equity in the
new Polaroid Corporation to unsecured creditors of the Debtors
and for the payment of the Debtors' Prepetition Lenders and
certain administrative expenses of the Debtors' estates.  The
Debtors have also resolved their prior disputes with the
Unsecured Creditors' Committee with respect to the Sale and the
Exclusivity Order.

Mr. Desgrosseilliers believes that the request for extension is
warranted because:

     (a) The Debtors and the Committee have made significant
         progress in resolving many of the issues facing the
         Debtors' estates, including disputes between the Debtors
         and the Retiree Committee and potential disputes between
         the Committee and the Debtors' Prepetition Lenders;

     (b) An extension of the Solicitation Period will give the
         Debtors and the Committee a reasonable opportunity to
         negotiate a consensual amended Plan and ultimately
         confirm a Plan without prejudicing any party-in-
         interest; and

     (c) The Debtors' cases are large and complex and certain,
         substantial issues remain unresolved, including
         potential liabilities in connection with the Debtors'
         pension plan and the resolution of certain matters in
         connection with the Sale.

In addition to the extension, the Debtors also ask the Court to
prohibit any party-in-interest, other than the Debtors and the
Unsecured Creditors' Committee, from filing a plan during the
extended Exclusive Periods.

By application of Del.Bankr.LR 9006-2, the current deadline is
automatically extended through the conclusion of the August 29,
2002 hearing. (Polaroid Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SL INDUSTRIES: Posts Improved Results for Second Quarter 2002
-------------------------------------------------------------
SL Industries, Inc. (NYSE & PHLX:SL) announced that revenue for
the second quarter ended June 30, 2002 was $34,409,000, compared
to $32,479,000 for the second quarter last year, an increase of
$1,930,000, or 6%. Net income from continuing operations was
$331,000, compared to net loss of $2,726,000 for the same period
in 2001. Discontinued operations had no impact on income in the
current quarter, compared to a net loss of $2,586,000 in the
second quarter of 2001.

The net loss from continuing operations for the second quarter
of 2001 included goodwill amortization of $102,000, which, if
not included consistent with reporting in 2002, would have
reduced the net loss from continuing operations for the second
quarter 2001 to $2,624,000.

Net sales from continuing operations for the six months ended
June 30, 2002 were $67,356,000, compared to net sales of
$70,061,000 for the six months ended June 30, 2001, a decrease
of $2,705,000, or 4%. Net loss from continuing operations for
the six months ended June 30, 2002 was $45,000, compared to net
loss of $2,215,000, for the same period last year. Discontinued
operations contributed net income of $313,000 for the six months
ended June 30, 2002, compared to a net loss of $2,618,000 for
the same period last year.

The net loss from continuing operations for the six months ended
June 30, 2001 included goodwill amortization of $185,000, which,
if not included consistent with reporting in 2002, would have
reduced the net loss from continuing operations for the six
months ended June 30, 2001 to $2,030,000.

Consolidated net sales from continuing operations for the three-
month period ended June 30, 2002 increased by $1.9 million, or
6%, compared to the same quarter last year. This was due to
significant increases in sales at Teal, MTI and RFL. Sales at
Condor decreased by $2.8 million, or 23%. Condor's sales were
adversely impacted by its reduction of a significant amount of
products offered under its telecommunications-related product
line. EME, which had a marginal increase in sales, was
principally affected by lower sales in the European commercial
aerospace market.

The Company had income from operations of $607,000 for the
three-month period ended June 30, 2002, as compared to an
operating loss of $4,084,000 for the corresponding prior period
last year. During the quarter ended June 30, 2001, the Company
recorded (a) a charge of $1,108,000 as a result of the
restructuring charges recorded at Condor, and (b) an inventory
write down of $2,890,000 due to the decline in orders in the
telecommunication business at Condor.

Without these charges the Company would have recorded an
operating loss of $86,000 for the quarter ended June 30, 2001.
There were no significant restructuring charges or write-downs
recorded in the quarter ended June 30, 2002. The current
quarter's operating income does not include any goodwill
amortization. The gross amount of goodwill amortized in the
prior year quarter was $166,000.

During the first six months of 2002, the Company generated
adequate amounts of cash to meet its operating needs. During the
first six months of 2002, Teal, RFL and MTI produced positive
cash flow, aggregating approximately $5,000,000. Condor, EME and
Surf Tech experienced negative cash flow for the same period.
Condor's cash flow was negatively impacted by $575,000 of
payments against its restructuring reserve and deferred
compensation payments of $1,252,000. Without these cash
payments, Condor would have been cash flow positive. EME
experienced negative cash flow primarily due to the pay down of
debt and performance under a long-term contract for which it
received a large cash advance in 2001. Surf Tech's negative cash
flow was primarily due to its consolidation into one location.
With the exception of Surf Tech and the segment that consists
primarily of corporate office expenses and accruals not
specifically allocated to the reportable business units, all of
the Company's operating segments were profitable at the
operating level for the first six months of 2002. Surf Tech's
operating loss was $485,000. Surf Tech is facing historically
low demand in its marketplace and its operations have been
consolidated into one facility. The Company incurred during the
six months ended June 30, 2002, (a) special charges of
$1,834,000 related to the change-of-control and proxy costs, and
(b) an addition of $660,000 to the reserve for environmental
matters, professional fees and other expenses. Please see the
Company's Form 10-Q for the quarterly period ended June 30, 2002
for data regarding the results of operations of the Company's
business units.

As of June 30, 2002, the Company had principal debt outstanding
of $20.3 million under its revolving credit facility, as
compared to $35.7 million at December 31, 2001. At August 16,
2002, the principal debt outstanding under the revolving credit
facility had decreased to approximately $18.8 million,
principally as the result of the collection of approximately
$1.4 million in German tax refunds.

On July 18, 2002 the Company sold its real property located in
Auburn, New York for $175,000 in cash. The Auburn property is
the former industrial site of SL Auburn, Inc., a manufacturer of
spark plugs and ignition systems. SL Auburn, Inc., was sold by
the Company in May 1997. The gain from this transaction will be
recorded in the Company's third quarter financial results.

On August 9, 2002, the Company received a "Demand for
Arbitration" with respect to a claim of $578,000 from a former
vendor of SL Waber. The assets of SL Waber were sold in 2001.
The claim concerns a dispute for alleged failure to pay for
goods under a Supplier Agreement. The Company believes this
claim is without merit and intends to vigorously pursue its
defenses with respect to this claim and may bring counter claims
against the vendor. Notwithstanding the outcome of these
allegations, the Company believes that this arbitration will not
have a material adverse effect on its business or operations.

The Company reported net new orders of $41,467,000 in the second
quarter of 2002, compared to net new orders of $37,347,000 in
the second quarter of 2001. Backlog at June 30, 2002 was $61.5
million, as compared to $60.4 million a year earlier.

Commenting on the results, Warren Lichtenstein, Chairman and
Chief Executive Officer of SL Industries, Inc., said, "The
financial results represent the first quarterly profit reported
by the Company in over a year. With the exception of continued
softness in the semiconductor and commercial aerospace
industries, the Company experienced stable sales in its served
market niches. The sales decrease for the six months largely
represents the Company's strategic withdrawal of several product
offerings in the telecommunications market."

Lichtenstein continued, "We are also making progress on a number
of corporate initiatives. The Company's financial advisor,
Imperial Capital, LLC, is beginning the process of contacting
financial and strategic buyers to consider a sale of all or part
of the Company's business. At the same time, management is in
discussions with a number of commercial lenders to secure new
long-term financing to replace the Company's current line of
credit. In addition, we recently promoted James Taylor to Chief
Executive Officer of the newly established Power Electronics
Group, which is comprised of the Company's Condor D.C. Power
Supplies and Teal Electronics subsidiaries. Jim has done an
excellent job as president of Teal and we are confident that his
energy and talent will allow the Power Electronics Group to
achieve its full potential."

SL Industries, Inc., designs, manufactures and markets Power and
Data Quality equipment and systems for industrial, medical,
aerospace and consumer applications. For more information about
SL Industries, Inc. and its products, please visit the Company's
Web site at http://www.slpdq.com

                          *    *    *

On May 23, 2002, the Company and its lenders reached an
agreement, pursuant to which the lenders granted a waiver of
default and amended certain financial covenants of the Company's
revolving credit facility, so that the Company is in full
compliance with the revolving credit facility after giving
effect to the Amendment.

SL Industries, Inc., also announced that SL Industries, Inc.,
has retained Imperial Capital, LLC to act as its financial
advisor.

Imperial Capital, LLC will spearhead the Company's initiative to
explore a sale of some or all of its businesses and will also
assist management in its ongoing efforts to secure new long term
debt to refinance the Company's current revolving credit
facility which matures on December 31, 2002.


STATIONS HOLDING: Court Sets Sept. 25 Plan Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Stations Holding Company, Inc.'s Disclosure Statement as
containing adequate information within the meaning of Section
1125 of the Bankruptcy Code.  The document -- a book actually --
contains sufficient information to allow creditors to make
informed decisions about whether they should vote to accept or
reject the Debtor's plan of reorganization.

A hearing to consider confirmation of the Debtor's Chapter 11
Plan will be held on September 25, 2002 at 1:00 p.m. (prevailing
Eastern time).

Objections to the confirmation of the Plan, if any, must be
filed with the Court on or before September 13, 2002, and must
be received by:

      i) Bankruptcy Counsel to the Debtor:

         Kirkland & Ellis
         200 E. Randolph Drive
         Chicago, Illinois 60601
         Attn: Geoffrey A. Richards, Esq.
               Christian J. Lane, Esq.

                    and

         Pachulski, Stang, Ziehl, Young & Jones PC
         919 Market Street, 16th Floor
         Wilmington, Delaware 19801
         Attn: Laura Davis Jones, Esq.

     ii) Counsel to the Creditors' Committee

         Kasowitz, Benson, Torres & Friedman
         1633 Broadway
         New York, NY 10019
         Attn: Adam Shiff, Esq.

                    and

         Richards Layton & Finger, PA
         One Rodney Square
         PO Box 551
         Wilmington, DE 19899
         Attn: Daniel J. DeFranceschi, Esq.

    iii) Counsel to Gray and Gray GMAT:

         Proskauer Rose LLP
         1585 Broadway
         New York, NY 10036
         Attn: Michael E. Foreman, Esq.

     iv) Office of the U.S. Trustee
         844 King Street, Room 2313
         Wilmington, Delaware 19801
         Attn: Frank Perch, Esq.

All Ballots accepting or rejecting the Plan must be delivered
to:
           Stations Holding Company, Inc.
           c/o Pachulski, Stang, Ziehl, Young & Jones, PC
           919 North Market Street
           Wilmington, Delaware 19801
           Attn: Paula A. Galbraith

on or before September 13, 2002.

Stations Holding Company, Inc. is a holding company with minimal
operations other that from its non-debtor, wholly-owned
subsidiary, Benedek Broadcasting Corporation. Benedek
Broadcasting owns and operates 23 television stations located
throughout the United States. The Company filed for chapter 11
protection on March 22, 2002. Laura Davis Jones, Esq. at
Pachulski, Stang, Ziehl Young & Jones and James H.M. Sprayregen,
Esq. at Kirkland & Ellis represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


SYNSORB BIOTECH: Nasdaq Delists Shares Effective August 15, 2002
----------------------------------------------------------------
SYNSORB Biotech Inc., (Nasdaq: SYBB) (TSX:SYB) was 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".

SYNSORB Biotech Inc. is a publicly traded company listed on the
TSX (symbol SYB).


SYNSORB BIOTECH: Cash Balance Down to $851,000 in June Quarter
--------------------------------------------------------------
SYNSORB Biotech (NASDAQ: SYBB), (TSE: SYB) Inc. reported its
financial results for three months ended June 30, 2002.  All
dollar values herein are Canadian.

     During the second quarter of 2002, SYNSORB:

     - Consolidated its SYNSORB shares on a one for eight basis;

     - Terminated all remaining full time staff;

     - Continued to market its manufacturing facility;

     - Distributed 4,000,000 Oncolytics shares to SYNSORB
       shareholders; and

     - Elected a new board of directors at its annual meeting of
       shareholders on May 7, 2002.

"The company and its board of directors is now fully prepared to
focus on seeking either new direction or strategic partnerships
or merger opportunities to create on-going long-term shareholder
value in addition to the sale of remaining redundant assets"
stated Jim Silye, President and Chief Executive Officer of
SYNSORB.

     Financial Results:

In the second quarter of 2002, SYNSORB recorded income of
$8,056,000 or $1.62 per share, compared to a net loss of
$3,687,000 or $0.72 per share for the second quarter of 2001.

The income was generated as result of the gain on the
distribution of 4,000,000 Oncolytics shares to SYNSORB
shareholders and the sale of 330,000 free-trading shares of
Oncolytics.

Interest income was $4,000 in the second quarter, compared to
$147,000 interest income during the same period in 2001. Lower
cash balances led to the lowered interest income.

The Company's total expenses for the second quarter ended June
30, 2002 were $585,000 compared to $3,649,000 for the second
quarter in 2001.

At June 30, 2002 SYNSORB's cash balance was $851,000 compared to
$2,320,000 at March 31, 2002.

Shares of SYNSORB Biotech Inc. trade on the Toronto Stock
Exchange in Canada (symbol "SYB") and on NASDAQ in the United
States (ticker "SYBB").


TIDEL TECHNOLOGIES: Has $4.4M Working Capital Deficit at June 30
----------------------------------------------------------------
Tidel Technologies, Inc., (Nasdaq: ATMS) announced improved
third quarter results.

Revenues for the quarter ended June 30, 2002 were $6,179,000, an
increase of $1,440,000, or 30%, over the previous quarter ended
March 31, 2002, and an increase of $1,207,000, or 24%, from the
same quarter a year ago.  An increase in the shipment of ATM
units accounted for the majority of the increase in revenues.  A
total of 1,004 ATM units were shipped in the quarter ended June
30, 2002, representing a 53% increase over the 657 units shipped
in the previous quarter ended March 31, 2002, and an increase of
51% over the 666 units shipped in the comparable quarter of the
prior year.  The increase was largely due to business with new
customers, including some customers outside the United States.
International sales were $1,128,000 representing 18% of total
revenues for the quarter ended June 30, 2002, compared with
$726,000, or 15% of revenues, for the same quarter of the prior
year.

For the nine months ended June 30, 2002, revenues were
$15,554,000, a decrease of 14% from revenues in the comparable
period of the prior year of $18,038,000, excluding sales of
$11,787,000 to Credit Card Center, formerly Tidel's largest
customer who is no longer in business.  Tidel shipped 2,338 ATM
units for the nine months ended June 30, 2002, a decrease of 22%
from the 2,997 units shipped to customers other than CCC in the
previous year. During the nine months ended June 30, 2001, Tidel
shipped 2,339 ATM units to CCC.  The decline in shipments to
customers other than CCC was attributable to decreased orders
from two of Tidel's major customers.  Tidel believes that it has
good relationships with these customers and that their current
level of purchases will increase, although there can be no
assurance that this will occur.

Tidel incurred a net loss of $1,019,000 for the quarter ended
June 30, 2002, compared to a net loss of $16,446,000 in the same
quarter of 2001. For the nine months ended June 30, 2002, Tidel
incurred a net loss of $5,133,000, compared to a net loss of
$14,492,000 for the same period in 2001.  The results for
quarter ended June 30, 2001 included a provision for bad debts
of $18,000,000 related to the collection of accounts receivable
from CCC, and a charge of $2,530,000 applicable to the write-off
of certain deferred financing costs as a result of the "put" of
Tidel's subordinated convertible debentures.  Consequently,
comparisons of the net losses in 2002 with the net losses for
the respective periods in 2001 are not meaningful.

Gross profit on product sales for the quarter ended June 30,
2002 increased $1,355,000 from the same quarter a year ago.
Gross profit as a percentage of sales was 35% in the quarter
ended June 30, 2002, compared to only 16% in the same quarter of
the previous year.  The improvement is directly related to the
increase in the volume of ATM units produced during the quarter
ended June 30, 2002.

Tidel's selling, general and administrative expenses were
$2,405,000 for the quarter ended June 30, 2002, a decrease of
12% from 2001 despite increased sales for the period.  Tidel has
reduced its staff by more than 10% and reduced certain of its
costs in the service and engineering departments. Selling,
general and administrative expenses for the nine months ended
June 30, 2002 only decreased 4% from the same period a year ago
due to increased legal fees incurred in connection with
litigation related to the CCC bankruptcy and other matters.  In
addition, Tidel has incurred interest expense of $675,000 per
quarter, including penalty interest of $405,000 per quarter, on
its subordinated debentures since the debt was "put" back to
Tidel in June 2001.  Although this interest has been and
continues to be accrued, Tidel has made no cash payments of
interest to the debenture holders since June 2001.

At June 30, 2002, the Company records a working capital deficit
of about $4.4 million, while its total shareholders' equity has
narrowed to $54,000 from 5.2 million as recorded at September
30, 2002.

Management continues to negotiate with the holders of Tidel's
subordinated convertible debentures to restructure the past due
obligations.  While Tidel and the largest holder of the
debentures have agreed on proposed terms of a restructuring,
there can be no assurance that this agreement will culminate in
a successful restructuring of the convertible debentures or that
Tidel will be able to agree on similar terms, or any terms, with
the other holder of the convertible debentures.  In addition,
discussions are in progress with other lenders and equity
investors for the purpose of obtaining capital to restructure
and/or refinance the convertible debentures and the revolving
credit facility with JP Morgan Chase.  If a refinancing has not
occurred prior to August 30, 2002, Tidel may seek an extension
of the maturity of the revolving credit facility.  There can be
no assurance that Tidel will be successful in obtaining
additional capital or in extending the maturity of the revolving
credit facility or that the terms of any new financings will be
favorable to Tidel.  A failure either to restructure and/or
refinance the convertible debentures and the revolving credit
facility, or to obtain an extension of the August 30, 2002
maturity of the revolving credit facility, if necessary, could
have a material adverse effect on Tidel.

James T. Rash, who has ended his medical leave of absence and
resumed his duties as Chief Executive Officer, has affirmed the
accuracy of Tidel's Form 10-Q for the quarterly period ended
June 30, 2002 by certification letter to the U.S. Securities and
Exchange Commission.  This action was pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, which was enacted July 29, 2002.

Tidel Technologies, Inc., is a manufacturer of automated teller
machines and cash security equipment designed for specialty
retail marketers.  To date, Tidel has sold more than 40,000
retail ATMs and 150,000 retail cash controllers in the U.S. and
36 other countries.  More information about the company and its
products may be found on the company's Web site at
http://www.tidel.com


US AIRWAYS: Final $500M DIP Financing Hearing Set for Sept. 26
--------------------------------------------------------------
USAir does not have a traditional bank facility in place.  On
August 15, 2001, USAir terminated a $190 million 364-day secured
revolving credit facility and a $250 million three-year secured
revolving credit facility.  At the Petition Date, the Company's
primary pre-petition obligations consist of:

     (a) $3.515 billion (outstanding principal amount as of
         December 31, 2001) of 8.50% (weighted average) equipment
         financing agreements with installments due 2002 to 2022.
         These Equipment Financings are collateralized by
         aircraft and engines with a net book value of
         approximately $3.43 billion as of December 31, 2001;

     (b) $404 million credit facility dated as of November 16,
         2001 with General Electric Capital Corporation.  The
         GECC Credit Facility is secured by certain previously
         unencumbered aircraft;

     (c) $71 million (original principal amount) of 8.20%
         Philadelphia Authority for Industrial Development
         ("PAID") loan due 2003 to 2030 provided July 2000.  The
         PAID Loan is unsecured and was paid to the Company from
         the proceeds of special facility revenue bonds issued by
         PAID.  The proceeds of the PAID Bonds are restricted to
         expenditures at the Philadelphia International Airport
         and the Company is using the amounts provided under the
         PAID Loan to finance various improvements at the
         Airport;

     (d) $35 million (original principal amount) of 8.60% special
         facility revenue bonds due 2022 issued September 2000.
         These Facility Bonds were issued by the City of
         Charlotte and the proceeds were used to pay the cost of
         the design, acquisition, construction and equipping of
         certain airport-related facilities to be leased to the
         Company at the Charlotte/Douglas International Airport;

     (e) $64 million (outstanding amount as of December 31, 2001)
         in capital lease obligations.  The Capital Leases cover
         certain aircraft, engines, ground equipment and ground
         facilities; and

     (f) As of December 31, 2001, the Debtors have under lease or
         ownership approximately 340 aircraft in its Mainline
         fleet: 193 aircraft under leases and 147 owned aircraft,
         of which 127 were pledged as collateral for various
         secured financing arrangements. The Debtors' wholly
         owned regional airline subsidiaries operated 132
         turboprop aircraft: 106 under operating leases and 26
         owned aircraft.  In addition, as of December 31, 2001,
         the Debtors owned or leased 135 aircraft which were not
         considered part of the operating fleets. The Debtors
         currently operate approximately 472 aircraft in its
         combined Mainline and Express fleet.  The Debtors'
         annual lease payments related to aircraft for 2002 are
         approximately $891 million for operating leases and $159
         million for long-term debt and capital leases.

These credit facilities do not provide the Debtors with access
to working capital to fund their post-petition obligations.
US Airways Group requires postpetition financing to operate
their businesses.  The Debtors tell the Court that existing cash
on hand is insufficient to fund the restructuring process in its
entirety.

Prior to the Petition Date, US Air's Chief Executive Officer,
David N. Siegel, explains, the Debtors approached Credit Suisse
First Boston, Cayman Islands Branch and a number of other
financial institutions including Bank of America, N.A.,
Citibank, J.P. Morgan Chase, Wachovia and PNC about providing
postpetition financing.  The Debtors ultimately determined that
CSFB's proposal for the Postpetition Financing was, under the
circumstances, the most favorable and addressed the Debtors'
post-petition financing needs.

Accordingly, the Debtors have entered into a DIP Facility with
Credit Suisse First Boston as the Administrative Agent, Bank of
America N.A., as the Collateral Agent and Syndication Agent, and
Credit Suisse First Boston and Bank of America as Joint Lead
Arrangers and Book Managers.

The Lenders are Credit Suisse First Boston and Bank of America,
with participation by Texas Pacific Group, and other banks,
financial institutions and institutional lenders acceptable to
the Administrative Agent.  The Commitment is a maximum of
$500,000,000, consisting of:

     -- a $250,000,000 Term Loan Facility, and

     -- a $250,000,000 Revolving Credit Facility with a sublimit
        of $50,000,000 for Letters of Credit.

Concurrently with their search for suitable postpetition
financing, the Debtors also began a search for a strategic
investor to provide an infusion of capital as part of the
Debtors' emergence from chapter 11. Through that process, the
Debtors entered into an agreement with Texas Pacific-affiliate
TPG Partners III, L.P. and its designated assignees for an
infusion of capital in exchange for equity in the reorganized
Debtors.  As part of the TPG Equity Investment, TPG also agreed
to participate in the DIP Facility.  TPG is advancing the first
$100,000,000.  In the event that Texas Pacific's $200 million
offer to acquire a 38% stake in USAir is topped by a competing
bidder, that bidder must immediately refinance the DIP Facility
and cash-out Texas Pacific.  In addition to certain rights to
purchase common stock and warrants in exchange for its
participation, USAir will also pay TPG an arrangement fee of
3.5% of the aggregate amount that TPC makes available.

                          *     *     *

At the First Day Hearing, Judge Robert C. Mayer found that USAir
has an immediate need to obtain funds and financial
accommodations with which to continue their operations, meet
their payroll and other necessary, ordinary course business
expenditures, acquire goods and services, and administer and
preserve the value of their estates, and maintain adequate cash
balances customary and necessary for companies of this size in
this industry to maintain customer confidence.  The ability of
the Debtors to finance their operations requires the
availability of additional working capital.  If the Court were
to deny USAir access to $75,000,000 on an interim basis, the
Court finds that the Debtors would be immediately and
irreparably harmed.

Because the Debtors need the working capital to preserve the
confidences of their vendors, suppliers and customers and to
preserve the going concern value of their business, Judge Mayer
authorized US Airways Group Inc., to borrow up to $75,000,000
immediately.

The Court will convene a hearing to consider final approval of
the DIP Agreement -- and matters related to the intertwined
Texas Pacific deal -- on September 26, 2002 at 9:30 a.m. before
Judge Mitchell.

Constance A. Fratianni, Esq., and Andrew V. Tenzer, Esq., at
Shearman & Sterling in New York represent CSFB.  David L. Eades,
Esq., and Stephen E. Gruendel, Esq., at Moore & Van Allen, PLLC,
represent Bank of America.  Texas Pacific Group is represented
by Brian P. Leitch, Esq., at Arnold & Porter in Denver and
Michael L. Ryan, Esq., and Filip Moerman Esq., at Cleary,
Gottlieb, Steen & Hamilton, in New York. (US Airways Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


US DIAGNOSTIC: Mulling Over Bankruptcy Filing to Sell All Assets
----------------------------------------------------------------
US Diagnostic Inc., (OTCBB:USDL) reported its financial results
for the second quarter 2002 and the six months ended June 30,
2002. For the quarter ended June 30, 2002, the Company's net
loss was $1.3 million, as compared to a $12.3 million net loss,
for the quarter ended June 30, 2001. Net revenue for the second
quarter 2002 was $11.1 million versus $15.4 million for the
second quarter 2001. The reduction in revenues was attributable
to the impact of the Company's sale and closure of 12 imaging
centers in all of 2001 as well as a reduction in scan volumes of
4.9% and a loss of $250,000 of other revenue associated with
providing management services.

For the six months ended June 30, 2002, the Company's net loss
was $2.2 million, as compared to a $13.4 million net loss, for
the six months ended June 30, 2001. Net revenue for the 2002 six
month period was $22.5 million versus $32.4 million for the same
2001 period. The reduction in revenues was attributable to the
impact of the Company's sale and closure of 12 imaging centers
in 2001 as well as a reduction in scan volumes of 5.3% and a
loss of $1.3 million of other revenue associated with providing
management services.

The Company is currently in negotiations with respect to a sale
of substantially all of its operating assets to its senior
lender or a designee thereof that would require the filing of a
voluntary case under Chapter 11 of the Federal Bankruptcy Code
in connection with the transaction. Although the Company expects
that a definitive agreement will be entered into shortly, there
can be no assurance that a definitive agreement will be entered
into or, if entered into, whether the transaction contemplated
thereby will receive necessary approvals, including those of the
bankruptcy court; furthermore, at this time, the Company cannot
predict with assurance the ultimate amount of net proceeds from
the potential transaction nor the amount that any class of
creditors would receive therefrom. If the potential transaction
is consummated in accordance with the terms currently under
discussion, the Company believes that there is little likelihood
that the Company's current equity holders will receive any
distribution in respect of their equity interests in the
Company. Moreover, if these negotiations cannot be resolved
successfully, the Company would be required to pursue other
options, which could include voluntarily seeking a
reorganization or liquidation in bankruptcy, or its creditors
could file an involuntary bankruptcy petition against the
Company under the federal bankruptcy laws. For more information,
read the Company's Form 10-Q for the period ended June 30, 2002
and the Annual Report on Form 10-K for the year ended December
31, 2001 as filed with the Securities and Exchange Commission
and which can be found on the Securities and Exchange
Commission's Web site at http://www.sec.gov

Additionally, the Company's Form 10-Q filed with the SEC on
August 19, 2002 contains the certifications by the chief
executive officer and chief financial officer as required by the
Sarbanes-Oxley Act of 2002.

US Diagnostic Inc., is an independent provider of radiology
services with locations in nine states and owns and operates 22
fixed site diagnostic imaging facilities.


VARI-LITE INT'L: May Violate Credit Pact's Financial Covenants
--------------------------------------------------------------
Vari-Lite International, Inc. (Nasdaq:LITE) reported financial
results for the three-month and nine-month periods ended
June 30, 2002.

Results for the third quarter of fiscal 2002 reflect continued
weakness in the live entertainment industry resulting from soft
economic conditions. The flat revenue comparison between the
third quarter of fiscal 2002 and the third quarter of fiscal
2001 resulted from a decrease in rental revenues to $10.0
million from $12.6 million, offset by an increase in product
sales and services revenues to $5.6 million from $3.0 million.

During the third quarter of fiscal 2002, the Company took
several steps to reduce its financial obligations to certain
members of its Board of Directors. Effective June 30, 2002, all
deferred compensation and consulting agreements between the
Company and certain members of the Board of Directors were
cancelled, the CEO's salary was decreased and the Company's
obligation to pay premiums under split-dollar life insurance
policies for the benefit of certain directors was terminated by
assigning the rights and obligations under the split-dollar life
insurance agreements to the directors. The fiscal third quarter
results include a $1.3 million charge to write-off receivables
related to premiums paid under the split-dollar life insurance
policies. Also included in the third quarter of fiscal 2002 is a
$4.9 million charge to increase the reserve for excess, slow
moving and obsolete inventory, primarily consisting of repair
and maintenance parts for the Company's Series 200 and Series
300 automated lighting products, which are no longer produced by
the Company but continue to be rented through the Company's
rental operations.

Including the aforementioned charges, Vari-Lite reported
negative EBITDA of $5.1 million and $1.4 million for the third
quarter and first nine months of fiscal 2002, respectively,
compared with positive EBITDA of $0.8 million and $14.4 million
(including a $7.1 million gain on the sale of the Company's
sound reinforcement business) in the respective prior-year
periods. Excluding the fiscal 2002 third quarter charges, Vari-
Lite's adjusted EBITDA was a positive $1.1 million for the third
quarter and $4.9 million for the nine months, compared with $0.8
million and $7.5 million (excluding the $7.1 million gain on the
sale of the Company's sound reinforcement business) for the
respective fiscal 2001 periods.

Rusty Brutsche, Chairman and Chief Executive Officer, commented,
"Industry softness continued to adversely affect rental revenues
into the third quarter, overshadowing continued progress in
building our product sales business. However, positive EBITDA
for the quarter, excluding non-recurring charges, does reflect
the significant cost reduction and restructuring initiatives
that we have implemented. Our decision regarding director
compensation reductions shows our continued commitment to
running a lean operation. These adjustments will result in cash
savings of over $0.8 million during the next 12 months and over
$2.3 million during the next three years. The cuts we made
earlier have resulted in reductions in selling, general and
administrative expense and research and development expense in
the third quarter of fiscal 2002 of approximately $1.1 million
and $0.4 million, respectively, compared to the third quarter of
fiscal 2001."

Mr. Brutsche continued, "While we are seeing some increased
activity at the beginning of the fourth quarter, we remain
cautious as to the sustainability of any up-turn. Despite the
difficult economy, our product sales business and VLPS rental
operations are well positioned to benefit when the economy
improves. Our VLPS rental operation was recently appointed the
primary lighting contractor for the upcoming Rolling Stones
world tour and has been providing the automated lighting
equipment for the popular new television show, American Idol.
Also during the third quarter, the Company's recently introduced
VL1000T luminaire won the Product of the Year award at the ABTT
trade show. This product continues to experience increasing
demand."

As of June 30, 2002, all balances outstanding under the
Company's U.S. Bank, N.A. credit facility were classified as
current due to the likelihood that the Company will not be able
to meet all of the financial ratio covenants under this facility
beginning on December 31, 2002. If the Company is not successful
in amending or refinancing this credit facility, the bank will
be entitled to pursue all rights available under the facility in
the event that the Company does not meet the financial ratio
covenants or the terms of other compliance covenants.

Vari-Lite International, Inc., is a leading worldwide designer
and manufacturer of automated lighting products and distributor
of lighting systems and production services. The Company markets
its products and services primarily to the entertainment
industry, serving such markets as concert touring, theater,
television and film and corporate events. The Company's
manufacturing and sales division sells VARI*LITE automated
lighting equipment through a dedicated sales staff and a
worldwide network of independent dealers. Through its domestic
and international offices, the Company's VLPS rental division
offers complete automated and conventional lighting systems and
lighting production services.

Vari-Lite International, Inc., shares are traded on the Nasdaq
National Market under the symbol LITE.


VILLAGEWORLD.COM: Auditors Doubt Ability to Continue Operations
---------------------------------------------------------------
VillageWorld.com, Inc. (OTC BB:VILW), a provider of private
label Internet Web sites and secure network solutions to
military, commercial and defense industry contractors announced
results for the second quarter and six months ended June 30,
2002, reporting profitable and cash-flow positive operations.

Overhanging these favorable developments was the loss of
Ultrastar Internet Services, LLC, the Company's largest Internet
service customer as well as significant uncertainty regarding
the timing and amount of future overseas networking project
revenues.

Ultrastar, as disclosed in prior filings by the Company, had
previously advised the Company it was considering diversifying
its own sources of Internet hosting. Effective June 30, 2002,
upon expiration of the requisite 30-day notice period from this
customer, the Company's relationship with Ultrastar ended.
Ultrastar accounted for 50.7%, and 43.5% of the Company's total
sales for the most recent quarterly and six-month periods,
respectively, and comprised 33.6% of total sales in fiscal 2001.
Historically the Company's Internet service revenues have had a
gross margin of approximately 15%. Commenting on the loss of
this customer, Chief Executive Officer Peter J. Keenan remarked,
"While we are of course sorry to lose such a valued customer, we
previously had recognized that the very high costs of servicing
such accounts foretold that our Internet hosting would not be
the long-term profitability growth vehicle for our Company. We
wish Ultrastar well as we intensify our focus on expanding our
overseas networking services."

The Company has substantially completed its second overseas
networking project as a sub-contractor to a related company,
ATTI International Development, Inc., pursuant to a verbal
contract. AID is pursuing additional projects in Saudi Arabia,
on which the Company expects it would again be a sub-contractor,
if AID is successful in obtaining the work. In addition, the
Company is independently seeking direct networking contracts
with and through the Saudi Arabian government. There are many
uncertainties involved in obtaining overseas contracts,
particularly in that region of the world, and despite the
initial success that both AID and the Company have experienced
in these endeavors, there is no assurance that any additional
overseas projects will be secured.

The Company had record sales and profits for both the three and
six-month periods ended June 30, 2002 with total quarterly
revenues almost doubling to $1,412,000 and total revenues for
the six months increasing by 23% to $2,497,000. However, Chief
Financial Officer Celia I. Schiffner cautioned that, "The record
results are not indicative of our sales and net margins for the
balance of the year and beyond for two reasons: (i) the loss of
Ultrastar's Internet subscription revenues is not expected to be
made up and (ii) the uncertainties regarding our overseas
networking expansion make forecasting very difficult."

Net income for the quarter was $62,000 compared to a loss of
$365,000 in the corresponding quarter one year ago. After
adjusting for the accounting change regarding goodwill, the
improvement was $369,000. Net income for the current six-month
period was $101,000 compared to a $679,000 net loss in the prior
year. The accounting change-adjusted improvement for the year-
to-date period was $662,000.

The Company was moderately cash flow positive for the six months
ended June 30, 2002, but its high related party debt, $964,000,
and its tight cash position persist and raise the question of
the Company's ability to continue as a going concern. Although
the Company reduced its working capital deficit by $174,000
during these six months, that deficit is still $1,610,000. CEO
Keenan observed, "While a restructuring of our related party
debt is clearly critical, realistically it cannot be undertaken
until the uncertainties regarding our overseas business are
resolved."

In accordance with the recently enacted requirements of The
Sarbanes-Oxley Act of 2002, both the Company's Chief Executive
and Chief Financial Officer have certified the Company's Form
10-QSB for the period ending June 30, 2002.

VillageWorld.com designs, supplies, implements, operates and
maintains advanced secure high-speed data networks for
universities, school systems, the military and business
including all related hardware, software and network facilities.
The Company also provides Internet/Intranet messaging and
security products and chat room, shopping cart, advertising, web
hosting and co-location software and services. The Company is a
reseller for Cisco Systems, Lucent Technologies (LU), Nortel
Networks, Sun Microsystems, Fore Systems and others in the
Network Integration business.


WHEELING-PITTSBURGH: Inks Services Agreement With Columbia Gas
--------------------------------------------------------------
Scott N. Opincar, Esq., at Calfee Halter & Griswold, tells the
Court that Wheeling-Pittsburgh Steel Corporation signed a
Natural Gas Services Agreement with Columbia Gas of Ohio on
April 12, 1992.  WPSC also entered into a Stipulation with COH,
Columbia Gas Transmission Corporation, and Columbia Gulf
Transmission Corporation.

Mr. Opincar relates that the Natural Gas Services Agreement
provided for the transmission of natural gas and for other
natural gas storage and transmission-related services.  In March
2000, the Services Agreement was amended.  As amended, the
Services Agreement required WPSC to:

     -- transport certain of its natural gas requirements
        through COH's transmission systems, and

     -- establish an "Enhanced Banking Services" for the
        storage of natural gas.

In return, COH agreed to release certain specified quantities of
natural gas transportation capacity on TCO facilities.  COH also
agreed to pay WPSC $1,000,000 annually for the right to manage
WPSC's Enhanced Banking Service, with payments due at the end of
each 12-month period.  WPSC also signed natural gas transmission
agreements with TCO and GULF.

The Services Agreement, as amended, ran through April 30, 2000,
and was subject to automatic annual renewals unless either party
elected to terminate the agreement.  Earlier this year, COH
notified WPSC that it does not intend to renew the Services
Agreement.  The parties have negotiated the terms of a revised
Services Agreement and have also reached an agreement relating
to the terms under which payments will be made to COH, TCO and
GULF.

More specifically, WPSC has agreed to a new services agreement
under which WPSC will transport 100% of its natural gas
requirements at a transportation rate of $0.166 per MCF;
provided, however, that the rate will be $0.141 per MCF -- a
discount of 15% -- until WPSC emerges from Chapter 11.  The new
agreement is effective as of May 1, 2002, and will continue
through April 30, 2004, subject to automatic renewal unless
either part notifies the other of its intention to terminate the
agreement.

In a Stipulation, WPSC also agreed to payment terms during the
pendency of these chapter 11 cases:

(1) WPSC will make monthly payments:

                COH     $100,000
                TCO      $83,000
                GULF     $17,000

      Those payments will be applied against applicable
      invoices for services rendered during the immediately
      preceding month.  It is expected that the payments
      will be made before the invoices for the relevant
      preceding month have been completed and delivered.
      Upon the delivery of these invoices, WPSC either shall
      pay any remaining balance due, or, if the amount paid
      represents an overpayment, the amount of the overpayment
      will be applied as a credit and reduction against the
      next month's payment; and

(2) If WPSC fails to tender a payment in accordance with
      this schedule, COH may serve a notice of intent to
      suspend service.  This notice must be sent with no fewer
      than two business days' notice.  In the event that WPSC
      disputes the existence of a default, COH is prohibited
      from suspending service unless and until Judge Bodoh
      permits such a suspension.

The parties also agree to seek a prompt resolution of any
dispute, if one arises.  Once WPSC emerges from Chapter 11, the
payment terms will revert to COH's normal payment terms.

By this motion, WPSC asks the Court to approve the New Services
Agreement and Stipulation with Columbia Gas of Ohio, Columbia
Gas Transmission Corporation, and Columbia Gulf Transmission
Corporation. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMS COMMS: Court Nixes Request to Appoint Equity Committee
---------------------------------------------------------------
Judge Lifland denies the Shareholder's motion to appoint an
Equity Committee, in the chapter 11 cases involving Williams
Communications Group, Inc., and its debtor-affiliates.
According to Judge Lifland, the appointment of official equity
committees is rare and equity holders must establish that:

  * there is a substantial likelihood that they will receive a
    meaningful distribution in the case under a strict
    application of the absolute priority rule, and

  * they are unable to represent their interests in the
    bankruptcy case without an official committee.

"The second factor is critical because, in most cases, even
those equity holders who do expect a distribution in the case
can adequately represent their interest without an official
committee and can seek compensation if they make a substantial
contribution in the case," Judge Lifland explains.

According to the Court, the Shareholders are by no means left
without any recourse since "the right to be heard is, at this
point, as important a right as any ascribed to an official
committee."  Section 1109(b) of the Bankruptcy Code allows an
equity security holder to raise and be heard on any issue in the
case.  The Shareholders have already demonstrated their ability
to organize and participate in this case with skill and zeal
through the prosecution of this motion and the opposition to the
Restructuring Agreements.  Should the Shareholders' efforts
result in a substantial contribution to the estate, they may be
reimbursed pursuant to Section 503(b)(3)(D) of the Bankruptcy
Code.  Thus, the Shareholders may still be heard in this case,
but not at the estate's expense without a showing of substantial
contribution in the case.

Judge Lifland also finds the Debtors appear to be hopelessly
insolvent, because:

A. The Debtors' balance sheet, as of the Petition Date, listed
    their assets as $5.99 billion and liabilities as $7.15
    billion.  As of April 22, 2002, the Debtors' verified
    schedules of assets was $3.68 billion and liabilities was
    $6.30 billion.  Clearly, the Debtors' liabilities exceed
    their assets by billions of dollars -- a useful, though not
    exclusive, indicator of insolvency;

B. WCG's publicly held bonds are trading at a steep discount on
    the market -- another useful, though not exclusive, indicator
    of insolvency.  As of the Petition Date, these bonds were
    trading for 15% of face value.  At the June 27 Hearing, the
    Court was informed, without objection from the Movants, that
    the same bonds were presently trading at 6% of face value.
    Even if TWC claims were disallowed, or taken out of a
    distribution scheme, unsecured creditors would still only get
    stock valued less than twenty cents on the dollar;

C. There is no cash distribution under the proposed plan.
    Instead of cash or debt, over one-third of the Noteholders
    have agreed to settle billions of dollars in claims in
    exchange for equity in the reorganized WCG.  This is a
    telling agreement since the opportunity for unsecured
    creditors to receive cash or restructured debt, for even a
    portion of their claim, would almost certainly have been
    seized.  Instead, the Noteholders have accepted the highly
    uncertain value of common stock;

D. The Creditors' Committee has conducted significant due
    diligence with respect to the Debtors and WCG's
    reorganization value.  Moreover, the unsecured creditors have
    similar motivations, with the Shareholders to critically
    examine the Debtors' and banks' valuations.  A higher
    valuation is in both the Creditors' Committee's and
    Shareholders' interest; and

E. One of the conditions of the Restructuring Agreements for WCG
    to successfully confirm a plan and emerge from bankruptcy is
    the requirement to obtain $150 million in subordinated
    financing or new equity.  The requirement for this
    significant capital infusion is indicative of the Debtors
    poor financial condition. (Williams Bankruptcy News, Issue
    No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM: Committee Wants to Set-Up Screening Wall Procedures
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases involving Worldcom Inc., and its debtor-affiliates asks
the Court for an order determining that those Committee members,
who are engaged in the trading of Securities for others or for
their own accounts as a regular part of their business, will not
violate their fiduciary duties as Committee members by trading
in the Debtors' Securities during the pendency of these Chapter
11 cases, provided that any Securities Trading Committee Member
carrying out these trades establishes, effectively implements,
and adheres to the information blocking policies and procedures
that are approved by the Office of the United States Trustee.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, explains that the term "Screening Wall" refers to a
procedure established by an institution to isolate its trading
activities from its activities as a member of an official
committee of unsecured creditors in a chapter 11 case.  A
Screening Wall includes the employment of different personnel to
perform certain functions, physical separation of the office and
file space, procedures for locking committee-related files,
separate telephone and facsimile lines for certain functions,
and special procedures for the delivery and posting of telephone
messages.  These procedures prevent the Securities Trading
Committee Member's trading personnel from use or misuse of non-
public information obtained by the Securities Trading Committee
Member's personnel engaged in Committee-related activities and
also precludes Committee Personnel from receiving inappropriate
information regarding the Securities Trading Committee Member's
trading in Securities in advance of these trades.

Although members of the Committee owe fiduciary duties to the
creditors of these estates, Mr. Dizengoff tells the Court that
the Securities Trading Committee Members also have fiduciary
duties to maximize returns to their respective clients through
trading securities.  Thus, if a Securities Trading Committee
Member is barred from trading the Debtors' Securities during the
pendency of these bankruptcy cases because of its duties to
other creditors, it may risk the loss of a beneficial investment
opportunity for itself and its clients and may breach the
fiduciary duty to these clients.  Alternatively, if a Securities
Trading Committee Member resigns from the Committee, its
interests may be compromised by virtue of taking a less active
role in the reorganization process.  Securities Trading
Committee Members should not be forced to choose between serving
on the Committee and risking the loss of beneficial investment
opportunities and possibly compromising its responsibilities by
taking a less active role in the reorganization process.

As evidence of its implementation of the procedures, Mr.
Dizengoff suggests that any Committee member that wishes to
trade in the Debtors' Securities must file with the Bankruptcy
Court a Screening Wall Declaration by each individual performing
Committee-related activities in these Chapter 11 cases.  The
declaration or affidavit will state that the individual will
comply with the terms and procedures consistent with those set
forth in this Motion or otherwise approved by the United States
Trustee. (Worldcom Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


XETEL CORP: Evaluating Alternatives Including Sale of All Assets
----------------------------------------------------------------
XeTel Corporation (Nasdaq:XTEL), a comprehensive electronics,
manufacturing and engineering solution provider, reported
earnings for its first quarter of fiscal 2003 ended June 29,
2002.

Net sales for the first quarter fiscal 2003 were $19.8 million,
a 49.6% decrease from the $39.4 million reported for the first
quarter fiscal 2002. Net loss for the first quarter of fiscal
2003 was $4.4 million compared to net income of $0.1 million
recorded for the first quarter of fiscal 2002.

Gross margin for the quarter was a -7.8% compared to gross
margin of 7.7% in the first quarter of fiscal 2002. SG&A
expenses were 12.1% of sales in the current quarter compared to
6.1% in the prior year. The decline in gross margin and the
increase in SG&A expenses as a percentage of revenue was
primarily the result of the decline in revenue. Further,
operating loss for the first quarter of fiscal 2003 was $3.9
million compared to operating income of $0.6 million for the
first quarter of fiscal 2002.

"Due to a significant reduction in customer demand for our
services, we continue to focus on our future liquidity
requirements through review of our strategic alternatives,
including the sale of XeTel, in whole or in part," said Angelo
DeCaro, president and CEO of XeTel.

Mr. DeCaro added, "On Aug. 16, 2002, we received notification
from The Nasdaq Stock Market that it will delist our common
stock at the opening of business on Aug. 26, 2002. We intend to
take all necessary steps to maintain a public market for our
common stock."

The company will not hold a conference call.

Founded in 1984, XeTel Corporation is ranked among the top 50
electronics manufacturing services industry providers in North
America. The company provides highly customized and
comprehensive electronics manufacturing, engineering and supply
chain solutions to Fortune 500 and emerging original equipment
manufacturers primarily in the networking, computer and
telecommunications industries. XeTel provides advanced design
and prototype services, manufactures sophisticated surface mount
assemblies and supplies turnkey solutions to original equipment
manufacturers. Incorporating its design and prototype services,
assembly capabilities, together with materials and supply base
management, advanced testing, systems integration and order
fulfillment services; XeTel provides total solutions for its
customers.

At June 29, 2002, the Company's total current liabilities
exceeded its total current assets by about $3 million.

For more information, visit XeTel's Web site at
http://www.xetel.com


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

June 26-29, 2003
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact: 1-770-535-7722
                          or http://www.nortoninstitutes.org

July 10-12, 2003
    ALI-ABA
       Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
           Drafting,
          Securities, and Bankruptcy
             Eldorado Hotel, Santa Fe, New Mexico
                Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          Marriott's Camelback Inn, Scottsdale, AZ
             Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                           *********

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

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

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

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

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

                           *********

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

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

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

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

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

                 *** End of Transmission ***