TCR_Public/020823.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 23, 2002, Vol. 6, No. 167     

                          Headlines

360NETWORKS: Canadian Creditors Will Meet on Aug. 27, 2002
AML COMMS: Commences Trading on OTCBB Effective August 21, 2002
AT&T CANADA: Cancels $200MM Unused Portion of Credit Facility
AIR CANADA: Reducing 1300 Jobs Over Seasonal Capacity Adjustment
AMES DEPARTMENT: Four Star Seeks Payment of $2.2 Mill. Shipment

ATLANTIC EXPRESS: Case Summary & 30 Largest Unsecured Creditors
BETHLEHEM STEEL: Miller & Anthony File Sworn Statements with SEC
BOOTS & COOTS: Will Complete Strategic Restructuring Initiatives
BUDGET GROUP: Seeking Injunction Against Utility Companies
BUDGET GROUP: Inks Definitive Pact to Sell All Assets to Cendant

BURLINGTON: Selling Fabrics Equipment to Gibbs for $8.7 Million
CALPINE CORPORATION: Energy Facility in Oregon Enters Operations
CASTLE ENERGY: ChevronTexaco Files Suit vs. Company and 2 Units
CENTURION CDO: S&P Assigns BB Ratings to Class D-1 to D-3 Notes
CHANDLER USA: S&P Withdraws BB Counterparty & Sr. Unsec. Ratings

CHARTER COMMS: S&P Lowers Rating to B+ Over Cash Flow Concerns
CLASSIC COMMS: Will be Late Filing Form 10-Q for June Quarter
COUER D'ALENE: Will Delay Filing Form 10-Q for June Quarter
COHO ENERGY: Denbury Resources to Acquire Assets for $50.3 Mill.
CONTOUR ENERGY: Disclosure Statement Hearing Set for Sept. 11

DIAMOND ENTERTAINMENT: Hires Stonefield Josephson as Accountants
DOCENT: Seeks Shareholders' Nod for Proposed Reverse Stock Split
ENRON CORP: Seeks Second Extension of ENA Exclusive Periods
EPRESENCE INC: Request Review of Nasdaq Staff Determination
EXIDE: Wisconsin Seeks Appointment of Equity Holders' Committee

EXODUS COMMS: Wants More Time Challenge Administrative Claims
FOREST CITY: S&P Affirms Low-B Credit & Sr. Unsec. Debt Ratings
FURR'S RESTAURANT: Credit Facility Defaults Continue
GENEVA STEEL: Asks Court to Further Extend Exclusive Periods
GENUITY: S&P Further Junks Rating Over Debt Restructuring Talks  

GLOBAL CROSSING: Wants to Expand Ernst & Young's Engagement
GUILFORD MILLS: New York Court Fixes August 29 Admin. Bar Date
ICOA INC: Independent Auditors Issue Going Concern Opinion
IMPSAT FIBER: Committee Hires Paul Weiss as Bankruptcy Counsel
ITC DELTACOM: Liquidity Insufficient to Meet Current Obligations

INFOIMAGE: Sells Assets to ServiceWare Technologies
INNOVATIVE GAMING: Appeals Nasdaq's Delisting Determination
INTEGRATED HEALTH: Rotech Has Until Oct. 22 to Challenge Claims
INTEGRATED INFORMATION: Appeals Nasdaq's Delisting Determination
KAISER ALUMINUM: Court OKs Feinberg as Debtors' Special Counsel

LANDSTAR INC: Will Delay Filing Form 10-Q with SEC
LEAP WIRELESS: Limited Liquidity Spurs S&P to Junk Credit Rating
MEASUREMENT SPECIALTIES: Considering Restating Financial Results
METATEC INTERNATIONAL: June 30 Balance Sheet Upside-Down by $9MM
METROCALL: Committee Seeks Court Nod to Retain Houlihan Lokey

MIDLAND REALTY: Fitch Ups Ratings Over High Subordination Levels
MUTUAL RISK: Ability to Continue Operations Remains Uncertain
NII HOLDINGS: Committee Hires Kilpatrick Stockton as Counsel
NTL INCORPORATED: Committee Brings-In Fried Frank as Attorneys
NATIONAL STEEL: Mitsubishi & Marubeni Secure Adequate Protection

NATIONSRENT: Wants to Keep Plan Filing Exclusivity Until Dec. 16
NEOTHERAPEUTICS: Has Until Nov. 11 to Meet Nasdaq Requirements
ORBIT/FR INC: Gets Extension of Time to Meet Nasdaq Requirements
OUTBOARD MARINE: Substantive Consolidation Hearing on Sept. 23
OWENS CORNING: Wins Approval to Expand PwC's Engagement

PPL CORP: Brazilian Unit Files for Court Protection in Brazil
PACIFIC GAS: Files Sworn Statements Under SEC Order No. 4-460
PILGRIM AMERICA: S&P Downgrades Ratings on Class A & B Notes
PROPRIETARY IND.: Requests Trading Halt as It Revises Statements
QSERVE COMMS: Trustee Wants to Continue Niewald's Engagement

RAZORFISH INC: Commences Trading on Nasdaq SmallCap Market
SHOP AT HOME: S&P Revises Outlook on Junk Rating to Developing
SPECTRASITE: Bank Lenders Agree to Amend Senior Credit Facility
SWITCHBOARD INC: Fails to Maintain Nasdaq Listing Requirements
TELEGLOBE: Inks Pact to Sell Interest in Intelsat for $65 Mill.

TOUCHSTONE SOFTWARE: C.J. Gaudette Steps Down as Controller
US AIRWAYS: Seeks Okay to Pay Prepetition Critical Vendor Claims
US AIRWAYS: TWU Locals 545 & 546 Ratify Restructuring Agreement
VALEO ELECTRICAL: Judge Bernstein Approves Disclosure Statement
WHEELING-PITTSBURGH: Expanding PwC's Work on Benefit Plan Audits

WILLIAMS COMMS: Court Okays Kirkland as Committee's Counsel
WORKGROUP TECHNOLOGY: Fails to Meet Nasdaq Listing Guidelines

* Navigant Consulting Launches Corporate Restructuring Practice

* BOOK REVIEW: Land Use Policy in the United States

                          *********

360NETWORKS: Canadian Creditors Will Meet on Aug. 27, 2002
----------------------------------------------------------
                   NOTICE TO CREDITORS

  IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT
  AND 360NETWORKS (HOLDINGS) LTD., 360FIBER LTD., 360FINANCE
  LTD., CARRIER CENTERS (CANADA) LTD., 360URBANLINK LTD.,
  360NETWORKS (CDN FIBER) LTD., 360NETWORKS SERVICES LTD.,
                    360CAYER LTEE.

    (Collectively referred to as the "Canadian Companies")

TAKE NOTICE that by Order of the Supreme Court of the British
Columbia dated July 24, 2002, the Canadian Companies have been
directed to convene Meetings of their Creditors to be held in
the "Pinnacle 3" Room in the Delta Pinnacle Hotel at 1128 West
Hastings Street, Vancouver, B.C. on Tuesday, August 27, 2002 at
10:30 o'clock a.m. (Vancouver time) to consider a resolution to
approve a Plan of Arrangement filed by the Canadian Companies
under the Companies' Creditors Arrangement Act ("CCAA").

The Canadian Companies have also been directed to solicit claims
from all Creditors of the Canadian Companies for the purpose of
determining which Creditors will be entitled to vote on and
participate in the Plan.

In order to participate in any voting associated with the Plan
or the CCAA proceedings, any party having a claim against the
Canadian Companies or any of them must deliver to the Canadian
Companies a Proof of Claim form on or before 5:00 (Vancouver
Time) on August 26, 2002, the date immediately prior to the date
of the Meetings. In order to participate in any distributions
under the Plan, any party having a claim against the Canadian
Companies must deliver its Proof of Claim on or before the
Claims Bar Date of 5:00 p.m. (Vancouver Time) on September 20,
2002.

A Creditor is defined under the Plan to be a creditor of one of
the Canadian Companies, and not a Creditor of any company within
the 360 corporate group other than one the Canadian Companies.
In particular, no creditors of 360network inc. are included in
the Plan approval process since 360networks Inc. and its
creditors are not included in the Plan. It is contemplated that
if and when the Plan and the U.S. Plan are ultimately approved
by the Canadian and U.S. Courts, 360networks Inc. will at that
tine be assigned into bankruptcy, and its creditors will not
make recovery on their claims.

This notice also does not relate to the US affiliates within 360
corporate group that are debtors in the United States Bankruptcy
Court for the Southern District of New York, chapter 11 case no.
01-13721 (ALG)

A proof of Claim form, together with the Information Package
containing information relevant to the Meetings and the Plan,
may be obtained by sending a written request to:

               PricewaterhouseCoopers Inc.
        c/o 1066 West Hastings Street, Suite 1500
                     Vancouver, B.C.
                     Canada V6E 3X1
                Fax Number: 604-648-7747
     
If a Creditor fails to deliver a Proof of Claim on or before the
Claims Bar Date of September 20, 2002, their claim shall be
forever extinguished and, subject to further order of the
Supreme Court of British Columbia, Creditors failing to deliver
a Proof of Claim on or before the Claims Bar Date shall be
disentitled from participating in the Plan of Arrangement
presented by the Canadian Companies to their Creditors.

If there are questions regarding the claims process, a
representative of the Monitor can be contacted at (604) 696-7018
to discuss same.

In addition, a copy of the Information Package sent to the
Creditors can be found on the 360 Web page at http://www.360.net


AML COMMS: Commences Trading on OTCBB Effective August 21, 2002
---------------------------------------------------------------
AML Communications, Inc., (Nasdaq:AMLJ) announced that its
securities were delisted from the Nasdaq SmallCap Market
effective with the opening of business on August 21, 2002. Going
forward, the company expects that its stock will be quoted and
traded on the OTC Bulletin Board.

AML Communications is a well-recognized designer, manufacturer
and marketer of amplifiers and related products that address the
defense and wireless communications markets. The Company's Web
site is located at http://www.amlj.com


AT&T CANADA: Cancels $200MM Unused Portion of Credit Facility
-------------------------------------------------------------
AT&T Canada Inc., (NASDAQ: ATTC) (TSX: TEL.B) announced that as
a result of finalizing its operating plan, it has cancelled the
$200 million unused portion of its $400 million bank credit
facility. As disclosed in the company's second quarter earnings
release, AT&T Canada had over $425 million of cash on hand at
June 30, 2002 and a further $240 million to be received by
October 8, 2002 from the exercise of employee stock options.
Based on concluding its operating plan and continued efforts to
reduce costs, AT&T Canada had no plan to draw the additional
amount if made available. The company's utilized portion of the
bank credit facility of $200 million remains in place and AT&T
Canada continues to be in compliance with all covenants
governing this facility. The company's liquidity is not impacted
by this facility modification.

John McLennan, Vice Chairman and CEO, said, "We are moving
forward with our operating plan to position AT&T Canada over the
long term as a strong, growing and profitable competitor in the
Canadian telecommunications marketplace. Going forward, the
significant cost reductions and lower capital spending that flow
from our new operating plan will further enhance our liquidity
position."

AT&T Canada is the country's largest competitor to the
incumbent telecom companies. With over 18,700 route kilometers
of local and long haul broadband fiber optic network, world
class managed service offerings in data, Internet, voice and IT
Services, AT&T Canada provides a full range of integrated
communications products and services to help Canadian businesses
communicate locally, nationally and globally. AT&T Canada Inc.
is a public company with its stock traded on the Toronto Stock
Exchange under the symbol TEL.B and on the NASDAQ National
Market System under the symbol ATTC. For more information about
the company, visit AT&T Canada's Web site at  
http://www.attcanada.com

AT&T Canada Inc.'s June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $3.4 million.

AT&T Canada Inc.'s 10.75% bonds due 2007 (ATTC07CAR1),
DebtTraders says, are trading at 11 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR1
for real-time bond pricing.


AIR CANADA: Reducing 1300 Jobs Over Seasonal Capacity Adjustment
----------------------------------------------------------------
Air Canada would reduce its workforce by 1300 jobs on a
temporary basis in line with the normal reduction of capacity to
meet the seasonal drop-off in demand during the traditionally
slower fall and winter period. The job reductions, affecting
approximately 900 flight attendants (approximately 300 of whom
were hired as summer temporaries) and 400 airport ramp service
personnel, will be implemented on a gradual basis starting on
September 30, 2002. The airline will work with the unions in an
effort to reduce the number of seasonal layoffs through various
mitigation programs. The layoffs are temporary and the airline
expects to recall affected employees as necessitated by demand
as it did for the 2002 peak summer travel period.

This job reduction is in line with the seasonal capacity
adjustment previously indicated and the company still foresees a
profitable third quarter and an ongoing improvement in 2002
year-over-year financial results.

                        *   *   *

As reported in the July 22, 2002 edition of the Troubled Company
Reporter, Air Canada was advised that its claim under the
Airline Compensation Program for losses incurred as a result of
the closure of Canadian airspace in the days following the
terrorist attacks on September 11 has been reduced to
approximately $60 million despite initial estimates of
approximately $100 million.

The interpretation of the program's criteria by the Auditor
General and Transport Canada excludes lost revenue from ticket
sales during the September 11 to 16, 2001 period for flights
subsequent to September 16.

As a result, Air Canada will take a charge of approximately $37
million against non-operating expense in its First Quarter 2002
results.

Air Canada's operating fundamentals remain as previously
disclosed with an expectation of returning to profitability over
the seasonally stronger quarters.

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

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

Air Canada's 10.25% bonds due 2011 (AIRC11CAN1), DebtTraders
reports, are trading at 72 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for real-time bond pricing.


AMES DEPARTMENT: Four Star Seeks Payment of $2.2 Mill. Shipment
---------------------------------------------------------------
Four Star International Trading Company (Hong Kong and Taiwan)
and Four Star Industries (Thailand) Ltd. demand that Ames
Department Stores, Inc., and its debtor-affiliates immediately
$2,261,612 representing invoices and commissions, which relates
to merchandise sold to the Debtors in the ordinary course of
businesses.

Although the vast majority of shipping containers that bear the
merchandise for the Debtors have not yet arrived at their final
destination and remain in international waters, Andrew I.
Silfen, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York, tells the Court that it has become apparent that
the Debtors are unable or unwilling to pay their obligations to
Four Star as they become due.

Based on the ordinary course of dealings between Four Star and
the Debtors, the Debtors provide wire transfer payment to Four
Star upon Four Star's presentment of appropriate documentation
that the merchandise is in-transit.  However, despite Four
Star's compliance with that course of dealings and demand for
payment, Four Star has not received wire transfer of any part of
the $2,261,612 that the Debtors owe.

In addition, the Debtors continue to incur additional
obligations to Four Star because the Debtors have induced Four
Star to continue to provide merchandise.  Four Star is now faced
with a scenario in which damages continue to be incurred.  Mr.
Silfen asserts that the Debtors' nonpayment of their obligations
can lead to a further dissipation of Four Star's merchandise.

Alternatively, Four Star asks the Court to lift the automatic
stay so it may assert its rights under applicable non-bankruptcy
law and reclaim and stop delivery of its merchandise.  Mr.
Silfen notes that the majority of the shipping containers are in
the possession of third party cargo carriers, and documents of
title appear to be in the possession of Fritz Companies Inc.
(AMES Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ATLANTIC EXPRESS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Atlantic Express Transportation Corp.
             7 North Street
             Staten Island, New York 10302

Bankruptcy Case No.: 02-42561

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                         Case No.
     ------                                         --------
     Metro Affiliates, Inc.                         02-42560
     Atlantic Express Transportation Group, Inc.    02-42562
     Railroad Place, Inc.                           02-42563
     Atlantic Paratrans of Wisconsin, Inc.          02-42564
     Atlantic Paratrans of NYC, Inc.                02-42565
     Atlantic Paratrans, California Inc.            02-42566
     Atlantic Express of Illinois, Inc.             02-42567
     Atlantic Express of Michigan, Inc.             02-42568
     Atlantic Express of L.A., Inc.                 02-42569
     Staten Island Bus, Inc.                        02-42570
     Atlantic Medford, Inc.                         02-42571
     Atlantic Paratrans, Inc.                       02-42572
     Atlantic Paratrans of Kentucky, Inc.           02-42573
     Atlantic-Hudson, Inc.                          02-42574
     Atlantic Express Coachways, Inc.               02-42575
     Atlantic-Conn. Transit, Inc.                   02-42576
     Atlantic-Chittenango Real Property Corp.       02-42577
     Amboy Bus Co., Inc.                            02-42578
     Nassau Paratrans, Inc.                         02-42579
     Atlantic Bus Distributors, Inc.                02-42580
     Merit Transportation Corp.                     02-42581
     Jersey Business Land Co., Inc.                 02-42582
     K. Corr, Inc.                                  02-42583
     180 Jamaica Corp.                              02-42584
     G.V.D. Leasing Co., Inc.                       02-42585
     Courtesy Bus Co., Inc.                         02-42586
     Brookfield Transit, Inc.                       02-42587
     Atlantic Express of Pennsylvania, Inc.         02-42588
     Atlantic Express of Missouri, Inc.             02-42589
     Block 7932, Inc.                               02-42590
     Atlantic Express of New England, Inc.          02-42591
     Wrightholm Bus Line, Co.                       02-42592
     Winsale, Inc.                                  02-42593
     TRANSCOMM, INC.                                02-42594
     T-N.T. Bus Service, Inc.                       02-42595
     Robert L. McCarthy & Sons, Inc.                02-42596
     Atlantic Express of California, Inc.           02-42597
     Atlantic Express of South Carolina, Inc.       02-42599
     Fiore Bus Service, Inc.                        02-42599
     Groom Transportation, Inc.                     02-42600
     James McCarthy Limo Service, Inc.              02-42601
     McIntire Transportation, Inc.                  02-42602
     Mountain Transit, Inc.                         02-42603
     R. Fiore Bus Service, Inc.                     02-42604
     Metropolitan Escort Service, Inc.              02-42605
     Midway Leasing Inc.                            02-42606
     Raybern Bus Service, Inc.                      02-42607
     Raybern Capital Corp.                          02-42608
     Raybern Equity Corp.                           02-42609
     Atlantic Transit II Corp.                      02-42610
     Atlantic School Bus Corp.                      02-42611
     Amboy North, Inc.                              02-42612
     Amboy Suffolk, Inc.                            02-42613
     Central New York Coach Sales & Service, Inc.   02-42614
     Jersey Bus Sales, Inc.                         02-42615
     Atlantic Paratrans of Colorado, Inc.           02-42616
     Atlantic Paratrans of Pennsylvania, Inc.       02-42617     
     Atlantic Express of New Jersey, Inc.           02-42618
     Atlantic Paratrans of Arizona, Inc.            02-42619
     Temporary Transit Service, Inc.                02-42620
     201 West Sotello Realty, Inc.                  02-42621
     Atlantic Transit, Corp.                        02-42622
     Airport Services, Inc.                         02-42623

Type of Business: The Debtor, by and through its operating
                  wholly owned subsidiaries, is one of the
                  largest providers of school bus
                  transportation in the United States, and also
                  provides services to public transit systems
                  for physically and mentally challenged
                  passengers, transportation for pre-
                  kindergarten children and Medicaid
                  recipients, fixed route transit, and express
                  commuter line and charter and tour bus
                  services. The debtor also sells school buses
                  and commercial vehicles. The debtor has a  
                  fleet of approximately 6,800 vehicles       
                  operating from 73 facilities and provides bus   
                  sales from five facilities.

Chapter 11 Petition Date: August 16, 2002

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtors' Counsel: Christopher R. Donoho III, Esq.
                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY 10038
                  (212) 806-5400
                  Fax : (212) 806-6006

Total Assets: $298,714,000

Total Debts: $257,015,000

Debtor's 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
New York State             Unemployment             $3,041,740
Unemployment               Contribution
W.A. Harriman Campus
Albany, NY 12227
800-835-8554

Blue Bird Service Parts    Vendor                     $338,091
P.O. Box 937
Fort Valley, GA 31030

Missouri Dept. of Labor    Tax                        $294,501
P.O. Box 59
Jefferson City, MO 65104-0059
573-751-8117

Commonwealth of PA         Tax                        $266,080
P.O. Box 60127
Newark, NJ 07106-0127
215-560-2020

Sarad Marketing            Vendor                     $181,983

Michelin North America,    Vendor                     $167,904
Inc.

State of New Jersey        Tax                        $152,157

Superior Distributors      Vendor                     $139,092

Massachusetts Div. Of      Tax                        $107,495
Employment

PriceWaterhouseCoopers     Professional Services      $102,042

Trans/Air                  Vendor                      $97,927

Oceanside Transmissions,   Vendor                      $86,657
Inc.

Brake Service & Equipment  Vendor                      $69,472

Principal                                              $60,100

Bandag Incorporated        Vendor                      $59,034

Scialabba & Morrison, P.C. Vendor                      $54,280

Axel Protection Systems,   Vendor                      $51,190
Inc.

South Shore Tire & Rubber  Vendor                      $50,315

Laidlaw Transit, Inc.      Vendor                      $45,929

Arthur Andersen            Vendor                      $44,200

Albert Kemperle, Inc.      Vendor                      $43,015

The Braun Corporation      Vendor                      $39,761

B&B Bus Parts, Inc.        Vendor                      $34,506

Mayfair Fuel Oil Co.       Vendor                      $31,403

Northwest Ford & Sterling  Vendor                      $27,897


BETHLEHEM STEEL: Miller & Anthony File Sworn Statements with SEC
----------------------------------------------------------------
Leonard M. Anthony, Principal Financial Officer, and Robert S.
Miller, Jr., Principal Executive Officer of Bethlehem Steel
Corporation, assure the Securities and Exchange Commission that:

1. Based upon a review of the covered reports of Bethlehem Steel
   Corporation and, except as corrected or supplemented in a
   subsequent covered report:

   a) no covered report contained an untrue statement of a
      material fact as of the end of the period covered by such
      report -- or in the case of a report on Form 8-K or
      definitive proxy materials, as of the date on which it was
      filed; and

   b) no covered report omitted to state a material fact
      necessary to make the statements in the covered report, in
      light of the circumstances under which they were made, not
      misleading as of the end of the period covered by such
      report -- or in the case of a report on Form 8-K or
      definitive proxy materials, as of the date on which it was
      filed;

2. They have reviewed the contents of this statement with the
   Company's audit committee; and

3. Each of the following, if filed on or before August 12, 2002,
   is a "covered report":

    -- Annual Report on Form 10-K for 2001 filed with the
       Commission of Bethlehem Steel Corporation;

    -- all reports on Form 10-Q and all reports on Form 8-K of
       Bethlehem Steel Corporation filed with the Commission
       subsequent to the filing of the form 10-K; and

    -- any amendments to any of the foregoing.

SEC Order No. 4-460, which was issued on June 27, 2002, ordered
CEOs and CFOs of large companies to file sworn statements
attesting to the accuracy of their employer's financial
statements pursuant to Section 21(a)(1) of the Securities
Exchange Act of 1934.

The Order requires the principal financial officer and the
principal executive officer of the Companies to:

(a) file a written statement, under oath, including a statement
    declaring whether or not the contents of that statement have
    been reviewed with the company's audit committee, or

(b) file a written statement, under oath, describing the facts
    and circumstances that would make such a statement incorrect
    and declaring whether or not the contents of that statement
    have been reviewed with the company's audit committee.

The Order requires that corporate officers must personally
attest that the Companies' most recent periodic reports are
materially truthful and complete or explain why a statement
would not be correct. (Bethlehem Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BOOTS & COOTS: Will Complete Strategic Restructuring Initiatives
----------------------------------------------------------------
Boots & Coots International Well Control, Inc., (Amex: WEL)
reported that revenues for the quarter ended June 30, 2002,
decreased by 22% to $4.0 million as compared with revenue of
$5.1 million for the same period of 2001.  Earnings before
interest, taxes, depreciation and amortization (EBITDA) was a
negative $0.4 million in the current period compared to a
positive $2.4 million in the same period for the prior year.  
The Company's loss from continuing operations was $1.7 million
for the current period (prior period $1.4 million income) and
its loss from discontinued operations was $5.4 million (prior
period $0.5 million loss) resulting in a net loss for the
current period of $7.2 million (prior period $1.0 million net
income).  After deducting preferred stock dividends, net loss
attributable to Common Shareholders was $7.9 million for the
current period compared to net income of $.3 million for 2001
three-month period.

For the six months ended June 30, 2002, revenue decreased 13% to
$8.0 million as compared with revenue of $9.2 million for the
same period a year ago.  In the current six month period
earnings before interest, taxes, depreciation and amortization
(EBITDA) decreased by $4.0 million to $0.05 million.  The
Company's loss from continuing operations was $1.8 million for
the current six month period (prior period $2.7 million income)
and its loss from discontinued operations was $7.2 million
(prior period $1.0 million income) resulting in a net loss for
the current period of $9.0 million (prior period $1.7 net
income).  After deducting preferred stock dividends, net loss
attributable to Common Shareholders was $10.6 million or $0.25
per share for the six months ended June 30, 2002, versus a net
income of $0.3 million or $0.01 per share, for the 2001 six-
month period.

Boots & Coots President and Interim Chief Executive Officer
Jerry Winchester, said, "This week, the Company will complete
its strategic restructuring initiatives that were announced on
May 30, 2002.  We are confident that these reductions will meet
or exceed our announced goals of a 33% reduction in sales,
general and administrative expenses as well as a $5.0 million
reduction in operating expenses associated with our downstream
services.  Though continuing operations felt the impact of a
soft Response market during the six month period, we achieved a
164% growth in our Prevention services as compared to the same
time period in 2001.  While we still offer the industry's most
experienced well control response business, our current
operational configuration allows us to center our energy in the
continued growth of our risk management, engineering and
prevention services. These services have proven to contribute
the predictable revenue flow required to return to
profitability."

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in- house ability to provide
its expanded full-service prevention, response and restoration
capabilities to the global needs of the oil and gas and
petrochemical industries, including, but not limited to, oil and
gas well blowouts and well fires as well as providing a complete
menu of non-critical well control services.


BUDGET GROUP: Seeking Injunction Against Utility Companies
----------------------------------------------------------
At all locations where they conduct business, Budget Group Inc.,
and its debtor-affiliates utilize various gas, water, electric,
telephone and other utility services provided by hundreds of
utility companies.  Pursuant to Sections 105(a) and 366 of the
Bankruptcy Code, the Debtors ask the Court to enter an Order:

  * prohibiting the Utility Companies from discontinuing,
    altering or refusing service, and

  * establishing procedures for determining adequate assurances.

Section 366(a) of the Bankruptcy Code prohibits utilities from
altering, refusing or discontinuing service to a debtor for the
first 20 days of a bankruptcy case.  Thereafter, these utilities
may alter, refuse or discontinue service to the Debtors after
the expiration of the stay period -- if they are not adequately
assured of future payment by that time.

William Johnson, Executive Vice President and Chief Financial
Officer of Budget Group Inc., tells the Court that despite the
provision of the Bankruptcy Code, the utility companies should
not be allowed, even after the expiration of the 20-day stay
period, to end their services to the Debtors.  Their services
are essential to the Debtors' car operations, trucking
operations and other facilities.  Any interruption in utility
services could prove devastating.

Rather than addressing the demands of several utility companies
one-by-one, the Debtors seek to implement procedures to minimize
administrative costs and streamline the process to provide all
of the utility companies with adequate assurance of future
payment. The utility companies already have adequate assurances
that postpetition invoices will be paid because:

    -- the Debtors have a history of prompt and full payment of
       prepetition utility bills,

    -- the Debtors expect to have adequate liquidity from
       ongoing operations to pay for postpetition utility
       services on a current basis, and

    -- the utility companies are protected by the administrative
       priority status afforded their postpetition claims.

Nevertheless, the Debtors ask Judge Walrath to approve these
procedures in determining adequate assurance for the utility
companies:

A. By an Order from the Court, the utility companies are
   forbidden to discontinue, alter or refuse service on account
   of any unpaid prepetition charges, or require payment of a
   deposit or receipt of other security in connection with any
   unpaid prepetition charges;

B. The Debtors will serve the Order on the Utility Companies via
   first class US Mail or Air Mail, postage paid, within 5
   business days of the Order's date of entry;

C. A utility company may request additional assurances of future
   payment from the Debtors in the form of deposits or other
   security within 30 days of the Date of Entry and, if the
   Debtors believe the Additional Assurance Request is
   reasonable, the Debtors will promptly schedule a hearing to
   determine if additional assurances are necessary;

D. Any Additional Assurance Request must be made in writing and
   must include a summary of the Debtors' payment history
   relevant to the affected accounts; and

E. A utility company will be deemed to have adequate assurance
   of payment until a further order of this Court is entered in
   connection with a hearing determining adequate assurance.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, maintains that the procedures should be
implemented because if the utility companies require deposits to
secure continued services, the Debtors could face a severe
liquidity issue. (Budget Group Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


BUDGET GROUP: Inks Definitive Pact to Sell All Assets to Cendant
----------------------------------------------------------------
Cendant Corporation (NYSE: CD) has entered into a definitive
agreement to acquire substantially all of the assets of Budget
Group, Inc., (OTC Bulletin Board: BDGPA) for $107.5 million in
cash plus the payment of certain transaction related expenses
and assumption of certain contracts and trade payables.  In
addition, a subsidiary of Cendant will assume approximately $2.7
billion in non-recourse asset-backed vehicle-related debt.
Budget Group is the third-largest general use car and truck
rental company in the United States.

Pursuant to the definitive agreement, Cendant will acquire
Budget's operations in the United States, Canada, Australia, New
Zealand and Latin America.  Budget is seeking a buyer for its
operations in Europe, the Middle East and Africa and anticipates
that these operations will continue to operate as usual under
the Budget brand name.  The companies expect to complete the
transaction during the fourth quarter of 2002.

Following the acquisition, Budget will continue to operate as a
separate and independent brand. Budget will complement the
travel services currently offered by Cendant, including Avis car
rental, Galileo travel distribution services, Trendwest and
Fairfield Resorts timeshare development, RCI timeshare exchange,
Cendant Travel Services, Cendant's nine lodging brands,
Lodging.com and CheapTickets and Trip.com through Cendant's
affiliation with Trip Network, Inc.

"We believe that bringing Budget into our family of companies
provides numerous synergies with Cendant's existing lines of
business.  Beyond the clear cost efficiencies of combining
overhead and administrative functions of Avis and Budget, adding
the Budget brand to our travel mix will allow us to reach value-
conscious travelers more effectively through our timeshare,
travel services and online booking channels," said Henry R.
Silverman, chairman, president and Chief Executive Officer of
Cendant.

"This transaction is also consistent with our articulated
strategy of making add on acquisitions in our core travel and
residential real estate segments. We remain committed to our
plan to use our free cash flow primarily to reduce
indebtedness," Mr. Silverman concluded.

Sandy Miller, Chairman and Chief Executive Officer of Budget
Group, Inc., said, "As a strategic buyer, Cendant will provide
numerous resources to strengthen and grow Budget's rental
operations.  In addition, joining forces with Cendant will allow
Budget to operate as an independent brand, enjoy many synergies
created by this transaction and continue serving its customers
in the same quality manner."

Cendant and Budget have agreed to assemble a transition team
comprised of senior managers to ensure a seamless integration of
the companies.  Cendant does not anticipate changes in Budget's
operational management or workforce that would impact service to
customers or suppliers.

Cendant will not assume roughly $750 million of Budget's non-
vehicle- related debt and preferred securities. Budget believes
it is unlikely that holders of its Convertible Subordinated
Notes, Trust Preferred Securities, and Common Stock will receive
any distribution or recovery.  It is expected that the holders
of Budget Senior Notes will receive a distribution at the
conclusion of the bankruptcy process.

The official committee of unsecured creditors of Budget Group,
Inc., stated that it supports the sale of substantially all of
the assets of Budget's U.S., Canadian, Latin American and Asian-
Pacific operations to Cendant Corporation pursuant to a
definitive purchase agreement entered into yesterday by Budget
and Cendant.  The committee has taken the position that the
prompt sale of Budget's business is important and likely to
maximize the potential recovery to unsecured creditors. Subject
to a bankruptcy court auction for higher and better offers to
acquire the business for cash, the committee supports the
transaction including the proposed bidding procedures and the
timetable to close the transaction.

Consummation of the transaction remains subject to certain
conditions, including bankruptcy court and regulatory approval
outside the United States. The transaction has received
clearance under U.S antitrust regulations.  Lazard Freres & Co.,
is acting as Budget's exclusive advisor with respect to the sale
process; Salomon Smith Barney is acting as Cendant's financial
advisor.

Based on the terms of the transaction, the acquisition is
expected to be accretive to Cendant's earnings per share in
2003.  However, Cendant has not yet provie results of the
bankruptcy court consideration of the Cendant transaction and
other factors relating to the ability to complete the sale to
Cendant, and the outcome of the Budget's efforts to sell its
operations in Europe, the Middle East and Africa) as well as
matters contained in the Budget's Annual Report on Form 10-K for
the year ended December 31, 2001 and in other documents
subsequently filed by Budget with the SEC, all of which are
available from the SEC.  The risks and uncertainty related to
Cendant include factors specified in Cendant's Form 10-K/A for
the year ended December 31, 2001.

Budget Group, Inc. owns Budget Rent a Car Corporation Budget is
the world's third largest car and truck rental.  For more
information, visit the Company's Web site at
http://www.budget.com  

Cendant Corporation is primarily a provider of travel and
residential real estate services.  With approximately 70,000
employees, New York City-based Cendant provides these services
to business and consumers in over 100 countries.  More
information about Cendant, its companies, brands and current SEC
filings may be obtained by visiting the Company's Web site at
http://www.cendant.comor by calling 877-4-INFOCD (877-446-
3623).

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1),
DebtTraders reports, are trading at 18.5 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1
for real-time bond pricing.


BURLINGTON: Selling Fabrics Equipment to Gibbs for $8.7 Million
---------------------------------------------------------------
Burlington Industries, Inc., and Burlington Fabrics, Inc., seek
the Court's authority to sell certain Used Equipment to Gibbs
International Inc., free and clear of liens, claims and
encumbrances or other interests.  The Debtors ask the Court to
approve their Asset Purchase Agreement dated July 31, 2002 with
Gibbs.

Shannon S. Frazier, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors have been
disposing, through sale, assignment or otherwise, assets that
are not necessary to the ongoing operation of their businesses.  
This is part of the Debtors' reorganization strategy and efforts
to strengthen the financial performance and operational
efficiencies of their businesses.

After due marketing efforts, in conjunction with AlixPartners
LLC, the Debtors subjected the Equipment for Auction at the
Burlington headquarters in Greensboro, North Carolina on July
30, 2002.  Six groups submitted bids.  At the conclusion of the
Auction, the Debtors determined that Gibbs had the highest and
best offer with its $8,700,000 cash bid.  Accordingly, the
Debtors negotiated a definitive agreement with Gibbs for the
sale of the Equipment.  On July 31, 2002, Gibbs paid $870,000 as
initial cash payment.  The amount represents 10% of the purchase
price.

The Debtors believe that the sale of the Equipment is
appropriate and is in the best interest of their estates.  Ms.
Frazier explains that the Equipment was used in the
manufacturing processes at four facilities that have been
closed.  Although the Equipment has not been used for months,
the Debtors continue to incur ongoing costs relating to the
Equipment, including expenses relating to the maintenance and
protection of the Equipment.

Therefore, the sale of the Equipment, in accordance with the
terms and conditions of the parties' Asset Purchase Agreement:

  (a) will generate the maximum value for the Equipment; and

  (b) will relieve the Debtors of ongoing costs associated with
      the ownership of the Equipment.

The pertinent terms of the Asset Purchase Agreement includes:

A. Purchase Price:  $8,700,000 to be paid:

    (i) $870,000 as good faith deposit; and

   (ii) $7,830,000 in cash at the Closing;

B. The Equipment:  Certain Machinery & Equipment at:

    (i) Burlington Fabrics' denim fabric plants (yarn plant and
        weave plant) in Stonewall, Mississippi;

   (ii) Burlington Fabrics' denim yarn plant in Mt. Holly, North
        Carolina; and

  (iii) Burlington Industries' synthetic fabric plant in Johnson
        City, Tennessee;

C. The Closing:  The Closing will occur one business day after
   the deadline for filing an appeal from the entry of the Sale
   Order, or in the event of an appeal, one business day after a
   final order on appeal approving the sale;

D. Removal of Equipment:  Gibbs is responsible for all costs
   and liabilities associated with removing the Equipment from
   Burlington's premises, including:

    (i) disassembling the Equipment;

   (ii) picking up the Equipment;

  (iii) loading the Equipment onto the Buyer's moving vehicles;
        and

   (iv) transporting the Equipment from Burlington's location.

   The Seller will disconnect main electricity, gas, boiler,
   water and air from the Equipment; Gibbs will disconnect at
   machine level.  Gibbs will be fully responsible for all
   insurance on the Equipment while the Equipment is on
   Burlington's premises.  Also, Gibbs will pay Burlington
   reasonable storage costs for any Equipment left on
   Burlington's property after the Removal Deadlines.

   Equipment Removal Schedule from the Closing Date:

       * Stonewall Weave plant -- not to exceed 9 months
       * Stonewall Yarn plant -- not to exceed 4 months
       * Mt. Holly plant -- not to exceed 4 months
       * Johnson City plant -- not to exceed 4 months

   Storage costs for any Equipment left on the Seller's property
   after the applicable removal deadline:

       * $30,000 per month per plant, plus
       * Additional charges of $0.60 per square foot per month
         for each square foot at each plant beyond 50,000 square
         feet;

E. AS IS, WHERE IS:  Gibbs acknowledges and agrees that it has
   had full opportunity to inspect and operate the Equipment.
   The Equipment is used equipment which is being sold "AS IS,
   WHERE IS, WITH ALL FAULTS."

F. Indemnification by Gibbs:  Gibbs indemnifies and holds the
   Seller and its employees harmless against any and all
   liabilities, penalties, demands, claims, causes of action,
   suits, losses, damages, costs and expenses whatsoever arising
   from or growing out of disassembly, possession, handling,
   storage, resale or use by Gibbs or by others of the
   Equipment. (Burlington Bankruptcy News, Issue No. 17;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1) are
trading at6 18 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CALPINE CORPORATION: Energy Facility in Oregon Enters Operations
----------------------------------------------------------------    
San Jose, California-based Calpine Corporation (NYSE: CPN)
announced that its 630-megawatt Hermiston Power Project in
Hermiston, Oregon has entered commercial operations. Hermiston
is Calpine's first energy facility in Oregon and is the largest
project of its type in the U.S. Pacific Northwest.  The
facility's location and transmission access allows it to deliver
power throughout the Pacific Northwest's Mid-Columbia market and
to the California-Oregon border.

The Hermiston facility will support Calpine's five-year system
sales contract to supply up to 150 megawatts of power to the
Bonneville Power Administration.  Excess power is being sold
into the Pacific Northwest and California power markets as part
of Calpine's Western system of power plants.

"The completion of this facility further strengthens Calpine's
ability to serve the Western U.S. energy market," said Calpine
Senior Vice President -- Western Region Jake Rudisill.  "New
combined-cycle energy centers like the Hermiston Power Project
provide a low-cost, clean and reliable energy source to meet the
continuing electricity needs of the West."

Fueled by natural gas and equipped with the best available
emissions control technology, the Hermiston Power Project is the
cleanest project of its kind in the state.  The combined-cycle
facility also is among the most fuel-efficient projects of its
type and is capable of meeting the electricity demands of more
than 600,000 households on a 24-hours-a-day, seven-days-a-week
basis.

Calpine purchased the development rights to the Hermiston
project in the first quarter of 2000.  Construction began
shortly thereafter and created over 450 jobs during peak
building activities.  Calpine provided construction management
services, and Calpine's 23-member staff currently operates and
maintains the facility.

In just over a year, Calpine has brought nearly 3,400 megawatts
of new power generation on line in the Western U.S.  Beginning
with its 555-megawatt South Point Power Plant in Arizona last
summer, Calpine's five new baseload projects and five new
peaking units can generate the energy required to supply more
than three million households.

Rudisill added, "Calpine has moved aggressively to build
generating capacity in the Western United States.  The Hermiston
Power Project will become an increasingly valued energy resource
as the region's antiquated plants retire and power demand
continues its long-term growth trend."

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power through plants it
develops, owns and operates in 23 states in the United States,
three provinces in Canada and in the United Kingdom.  Calpine
also is the world's largest producer of renewable geothermal
energy, and it owns 1.3 trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States.  The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN.

Calpine posted a working capital deficit of about $582 million
as of March 31, 2002.

Calpine Corp.'s 8.75% bonds due 2007 (CPN07USN1) are trading at
60 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN07USN1for  
real-time bond pricing.


CASTLE ENERGY: ChevronTexaco Files Suit vs. Company and 2 Units
---------------------------------------------------------------
Castle Energy Corporation (Nasdaq:CECX) has learned that certain
subsidiaries of ChevronTexaco Corporation have filed suit
against the Company, two subsidiaries of the Company and three
unrelated parties alleging environmental and contractual claims
arising from the Indian Refinery, a now dismantled refinery
located in Lawrenceville, Illinois. The ChevronTexaco lawsuit
claims that the Company is contractually obligated to indemnify
and defend them against all liability and costs incurred as a
result of environmental contamination at and around the Indian
Refinery, even if created by ChevronTexaco, as well as the
related lawsuits, claims and administrative actions initiated by
the EPA. The suit also seeks costs, damages and declaratory
relief against the Company under the Federal Comprehensive
Environmental Response Compensation and Liability Act, the Oil
Pollution Act of 1990 and the Solid Waste Disposal Act.

The Company continues to believe that ChevronTexaco's underlying
claims are utterly without merit, and that the Company has
numerous defenses against them. Nonetheless, this litigation
will most probably cause the Company to incur substantial legal
fees and delay consideration of liquidation by the Company, and
if decided adversely to the Company, could present the
possibility of an award in excess of the Company's financial
capability.

These claims, discussed at length in the Company's annual and
quarterly reports, were previously asserted by Texaco, Inc.,  
("Texaco" - predecessor to ChevronTexaco), which owned and
operated the Indian Refinery over 50 years. Following
acquisition of the Indian Refinery from Texaco by a third party
in 1988, a subsidiary of the Company acquired the refinery in
1989. Indian Refining I Limited Partnership, a subsidiary of the
Company, owned and operated the refinery from 1990 to 1995 when
it was sold to a third party and subsequently dismantled.

The Company has recently sold all of its domestic oil and gas
properties. It continues to hold a fifty percent (50%) interest
in two drilling concessions in Romania and a forty-five percent
(45%) membership interest in Networked Energy LLC, a private
company engaged in the operation of energy facilities that
supply power, heating and cooling services directly to retail
customers.

                          *    *    *

As reported in Troubled Company Reporter's June 5, 2002 edition,
the Company's directors are currently considering future
alternatives for the Company including but not limited to
continuing operations or liquidation. The report indicated that
the Company's directors are currently leaning toward liquidation
of the Company.


CENTURION CDO: S&P Assigns BB Ratings to Class D-1 to D-3 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Centurion CDO VI Ltd./Centurion CDO VI Corp.'s $367 million
notes.

Centurion CDO VI is a collateralized loan obligation backed
primarily by a minimum of 95% loans and is structured as a cash
flow transaction.

The transaction is actively managed by American Express Asset
Management Group Inc., and has a maximum ramp-up period of five
months followed by a five-year reinvestment period.

The ratings are based on the following:

     --  Adequate credit support provided by subordination and
excess spread;

     --  Characteristics of the underlying collateral pool,
consisting primarily of senior secured loans;

     --  A hedge agreement in the form of a floor entered into
with Credit Suisse First Boston International (double-'A'-
minus/'A-1'-plus) to mitigate the interest rate risk created in
a low interest rate environment;

     --  Scenario default rate of 32.67% for the class A notes,
24.43% for the class B notes, 21.87% for the class C notes, and
16.32% for the class D notes; and a break-even loss rate of
39.00% for the class A notes, 30.50% for the class B notes, 28%
for the class C notes, and 23% for the class D notes;

     --  Weighted average maturity (WAM) of 5.129 for the
portfolio;

     --  Expected portfolio default rate (EPDR) of 15.407%;

     --  Standard deviation (SD) of portfolio default rate of
3.884%;

     --  Weighted average correlation (WACorr) of 0.564% for the
portfolio; and

     --  Under Standard & Poor's stresses, interest on the class
B, C, and D notes is deferred for some periods, thus the ratings
on the these notes address the ultimate payment of interest and
principal.

                         Ratings Assigned
             Centurion CDO VI Ltd./Centurion CDO VI Corp.

               Class           Rating       Amount (Mil. $)
               A               AAA                      308
               B-1             A-                        18
               B-2             A-                        19
               C               BBB                       12
               D-1             BB                         4
               D-2             BB                         2
               D-3             BB                         4


CHANDLER USA: S&P Withdraws BB Counterparty & Sr. Unsec. Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its double-'B'
counterparty credit and senior unsecured debt ratings on
Chandler USA Inc. after determining that there is insufficient
market interest in maintaining the rating opinion.

Standard & Poor's also said that it withdrew its triple-'B'
counterparty credit and financial strength ratings on National
American Insurance Co., which is Chandler USA's subsidiary, at
Chandler USA's request.

The ratings could be reinstated in the future should this
condition change.


CHARTER COMMS: S&P Lowers Rating to B+ Over Cash Flow Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on cable television system operator Charter
Communications Inc., to single-'B'-plus from double-'B' based on
concern that potentially slower cash flow growth may make it
difficult for the company to achieve Standard & Poor's expected
financial profile improvement. The recently launched federal
criminal investigation into Charter's accounting practices and
any resulting adverse effect on the company's access to the
capital markets are also factored into the downgrade.
The rating was also placed on CreditWatch with developing
implications.  St. Louis, Missouri-based Charter had about $17.5
billion total debt outstanding as of June 30, 2002.

"The developing CreditWatch implications stem from uncertainty
surrounding the criminal probe. Based on current indications,
the investigation is focused on subscriber accounting policies
involving a small number of customers that would not, in and of
itself, meaningfully affect Charter's financial profile,"
Standard & Poor's credit analyst Eric Geil said. "However, in
the event of a wider investigation that produces additional
negative developments or tightens access to external funding,
the rating could be lowered further."

"If no material change results from the investigation, the
company's inherent business strength could merit an upgrade,
although unlikely to a double-'B' corporate credit rating over
the intermediate term," Mr. Geil added.

Standard & Poor's said it is also concerned about the potential
for debt restructuring transactions given depressed debt trading
levels. A recent SEC 13D filing indicated that controlling
shareholder Paul Allen is considering transactions designed to
reduce Charter's leverage. However, the financial impact of any
potential actions cannot currently be quantified.

Standard & Poor's will monitor Charter's legal and financial
developments and will likely resolve the CreditWatch listing
following the resolution of the criminal investigation.

Charter Comm. Holdings LLC's 10.25% bonds due 2010 (CHTR10USR1)
are trading at 64 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHTR10USR1
for real-time bond pricing.


CLASSIC COMMS: Will be Late Filing Form 10-Q for June Quarter
-------------------------------------------------------------
Classic Communications, Inc.'s Quarterly Report for the period
ended June 30, 2002 could not be filed within the prescribed
time period as a result of the Company's continuing evaluation
of certain of its long-lived assets. The Company has previously
received a third party valuation that indicated certain of these
assets had a then-current market value below their carrying
amount and that those assets were impaired. Due to deteriorating
market conditions and the Company's bankruptcy proceedings, the
Company has reason to believe the impairment charge to be
recorded may in fact be greater than indicated by the prior
third party valuation. The Company has requested a subsequent
third party valuation to determine whether additional
adjustments are required, but this valuation was not available
within the prescribed time frame.

The Company is a cable operator focused on non-metropolitan
markets in the United States. As of September 30, 2001, debtors'
collective system serves approximately 352,596 basic
subscribers, 20,858 premium subscribers and 37,777 digital
subscribers.Classic Communications, Inc., a cable operator
focused on non-metropolitan markets in the United States, filed
for Chapter 11 petition on November 13, 2001 in the U.S.
Bankruptcy Court for the District of Delaware, along with its
subsidiaries. Brendan Linehan Shannon, Esq., at Young, Conaway,
Stargatt & Taylor represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $711,346,000 in total assets and
$641,869,000 in total debts.


COUER D'ALENE: Will Delay Filing Form 10-Q for June Quarter
-----------------------------------------------------------
On August 9, 2002, Coeur d'Alene Mines Corporation received a
letter of comments from the Staff of the Securities and Exchange
Commission relating to the amendments to the Company's
Registration Statement on Form S-3 relating to the proposed
public resale of the Company's recently issued Series II 13.375%
Convertible Senior Subordinated Notes and Annual Report on Form
10-K and Quarterly Report of Form 10-Q incorporated by reference
therein that had been filed with the Commission on July 26,
2002. Certain of those comments affect the preparation of the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002. The Company has decided to delay its filing of
that Form 10-Q reflecting its desire to have sufficient time to
do the work that is required to assure that such filing complies
with the relevant comments in the comment letter. The Company
discussed those comments with the SEC Staff on August 14, 2002,
and is confident it can conform the Form 10-Q disclosures to
such comments without affecting its results of operations as
reported in its press release dated August 7, 2002.

In addition to the above matter, the Company's decision to delay
its filing of the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002, also reflects the Company's recent
retention of KPMG LLP as its independent auditor on July 22,
2002.

As the Company announced in its press release, dated August 7,
2002, the Company expects that the amount of total revenues to
be reported by it for the quarter ended June 30, 2002 will be
approximately $22.1 million, as compared to $20.1 million for
the quarter ended June 30, 2001. Furthermore, it expects to
report total costs and expenses for the quarter of approximately
$33.0 million compared to $23.7 million for the prior year's
comparable quarter. Of that amount of total costs and expenses,
the Company expects to report a loss of approximately $2.9
million in connection with the retirement of debt in the quarter
ended June 30, 2002, compared to a gain of $5.8 million in
connection with the retirement of debt for the quarter ended
June 30, 2001. The Company expects to report a net loss of $10.9
million for the quarter ended June 30, 2002, compared to a net
loss of $3.6 million for the prior year's comparable quarter.

                         *    *    *

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

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


COHO ENERGY: Denbury Resources to Acquire Assets for $50.3 Mill.
----------------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR), in conjunction with Denbury
President and CEO Gareth Roberts' presentation today at a New
York luncheon sponsored by the Company, discussed its long-term
plans for development of the previously announced pending
purchase of the Coho Energy Inc., Gulf Coast properties for
$50.3 million. Consummation of the purchase through the U.S.
Bankruptcy Court is currently scheduled for August 29th, subject
to the resolution of title and environmental issues and other
normal closing adjustments.

As previously announced, Denbury estimates that the proven
reserves for this acquisition will be approximately 14.4 million
barrels of oil. Included in the acquisition is Brookhaven Field,
a possible tertiary carbon dioxide injection candidate located
close to the Company's 183-mile CO2 pipeline. Initial tertiary
recovery development may not be undertaken at this field for two
to three years, as the field is currently producing
approximately 750 barrels of oil per day and is still undergoing
waterflood operations. Once tertiary operations commence, the
Company anticipates spending $6 to $10 million per year for the
first several years, with a total of approximately $75 to $85
million projected to be invested there over the field's
predicted life. Currently, Denbury estimates the total proved
reserves of the Brookhaven Field to be 2.9 million barrels of
oil. The Company also has preliminary estimates that indicate
around 20 million net barrels of additional oil may be
recoverable from Brookhaven Field using CO2 injection, based on
its success at Little Creek and Mallalieu Fields. Since a pilot
project has not been performed to date at this field, the
Company is not expected to immediately classify or record any of
this additional potential as proved reserves. The Company
expects to convert this potential to proved reserves as tertiary
development of this field occurs, with the initial proved
reserves expected to be recognized in two to three years.

The acquisition of Brookhaven field is part of Denbury's
strategy to expand its CO2 recovery operations throughout the
Lower Tuscaloosa oil fields of Southwest Mississippi. Denbury is
strategically positioned to develop the potential tertiary
reserves in these fields because of its ownership of CO2
reserves and associated pipeline. Denbury operates the only
active CO2 tertiary recovery operations in the basin at Little
Creek, Lazy Creek and Mallalieu Fields and has expertise in
installing and managing such an operation. Including some fields
which Denbury does not currently own and the potential at
Brookhaven Field, the Company estimates that approximately 60-75
million barrels of additional net oil reserves (over and above
the 19.7 million barrels of proved reserves currently booked at
Little Creek and Mallalieu Fields), may be available to Denbury
in the vicinity of its pipeline through tertiary recovery
operations. With the addition of Brookhaven field, McComb field
(another previously announced acquisition expected to close
during August) and other smaller fields where leasing is still
in progress (all of which are over 65% leased), the Company
estimates that it would then control 75% to 85% of the
aforementioned future potential in this area.

Denbury Resources Inc. -- http://www.denbury.com-- is a growing  
independent oil and gas company. The Company is the largest oil
and natural gas operator in Mississippi, holds key operating
acreage onshore Louisiana and has a growing presence in the
offshore Gulf of Mexico areas. The Company increases the value
of acquired properties in its core areas through a combination
of exploitation drilling and proven engineering extraction
practices.


CONTOUR ENERGY: Disclosure Statement Hearing Set for Sept. 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
will convene a hearing on September 11, 2002, at 3:30 p.m. to
consider the adequacy of Contour Energy Co., and its debtors-
affiliates' Disclosure Statement.  The hearing will be held in
Courtroom No. 403 at 515 Rusk, Houston, Texas 77002, before the
Honorable William R. Greendyke.

At the hearing, Judge Greendyke will, Contour hopes, put his
stamp of approval on the Disclosure Statement and allow it to be
transmitted to creditors in an effort to solicit their
affirmative votes to accept the plan.  If creditors holding 2/3
of the dollars and 1/2 of the numbers of claims in each class,
this will pave the way for a successful confirmation hearing.

Any objections to the Disclosure Statement must be filed with
the clerk of the Bankruptcy Court and be actually received, no
later than September 3, 2002 by:

          i) Attorneys for the Debtors
             Porter & Hedges, L.L.P.
             700 Louisiana, 35th Floor
             Houston, TX 77002
             Attn.: John F. Higgins
             Fax: (713) 226-0248

         ii) Attorneys for Farallon Capitol Management
             Andrews & Kurth, L.L.P.
             805 Third Avenue
             New York, NY 10022-7513
             Attn.: Paul Silverstein
             Fax: (212) 850-2929

        iii) Counsel for Wells Fargo Bank of Minnesota, N.A.
             Akin, Gump, Strauss, Hauer & Feld, L.L.P.
             711 Louisiana, South Tower, Suite 1900
             Houston, TX 77002
             Attn.: Henry J. Kaim
             Fax: (713) 236-0822

         iv) Counsel for certain Subordinated Noteholders
             Weil, Gotshal & Manges, LLP
             700 Louisiana, Suite 1600
             Houston, TX 77002
             Attn: Alfredo R. Perez
             Fax: (713) 224-9511

          v) Attorneys for the Official Committee of Unsecured
             Creditors
             (Creditors Committee has been appointed, but has
             not named its counsel)

                             and

         vi) United States Trustee
             Southern District of Texas
             515 Rusk, Suite 3516
             Houston, TX 77002
             Fax: (713) 718-4670

Contour Energy Co., a company engaged in the exploration,
development acquisition and production of oil and natural gas
primarily in south and north Louisiana, the Gulf of Mexico and
South Texas, filed for chapter 11 protection on July 15, 2002.
John F. Higgins, IV, Esq., and Porter & Hedges, LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $153,634,032
in assets and $272,097,004 in debts.


DIAMOND ENTERTAINMENT: Hires Stonefield Josephson as Accountants
----------------------------------------------------------------
Merdinger, Fruchter, Rosen & Corso, P.C., was previously the
independent auditors for Diamond Entertainment Corporation. On
August 8, 2002, Diamond Entertainment terminated its client-
auditor relationship with the firm of independent public
accountants, Merdinger, Fruchter, Rosen & Corso, P.C.

On August 8, 2002, the Company's  Board of Director's approved
the engagement of Stonefield Josephson, Inc., to serve as the
Company's independent public accountants and to be the principal  
accountants to conduct the audit of the Company's financial
statements for the fiscal year ending March 31, 2003, replacing
the firm of Merdinger, Fruchter, Rosen & Corso, P.C., who had
been engaged to audit the Company's financial statements for the
fiscal years ended March 31, 1999, 2000, 2001, and 2002.

As reported in Troubled Company Reporter's August 19, 2002
edition, Diamond Entertainment Corporation d/b/a e-DMEC was
formed under the laws of the State of New Jersey on April 3,
1986. In May 1999, the Company registered in the state of
California to do business under the name e-DMEC. DMEC markets
and sells a variety of videocassette and DVD (Digital Video
Disc) titles to the budget home video and DVD market. It also
purchases and distributes general merchandise including
children's toy products.

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

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


DOCENT: Seeks Shareholders' Nod for Proposed Reverse Stock Split
----------------------------------------------------------------
Docent, Inc. (Nasdaq:DCNT), the premier provider of business
performance management solutions for Global 2000 companies,
announced that its board of directors has authorized a reverse
stock split, to be effected at a ratio of between one-for-two
(1:2) and one-for-five (1:5), subject to approval by the
Company's stockholders at a special stockholders' meeting
scheduled for Oct. 15, 2002. The record date for determination
of stockholders entitled to vote at the meeting is Sept. 6,
2002. On a pre-split basis, Docent currently has approximately
42 million common shares outstanding.

"The reverse stock split will help us maintain our listing on
The Nasdaq National Market, which is a top priority for Docent
and our stockholders," stated R. Andrew Eckert, president and
chief executive officer. "Given our current stock price and
after reviewing several options, we believe that our current
capital structure and our excellent business prospects justify a
reverse stock split at this time.

"With our strong cash position of $50.5 million as of June 30,
2002, or approximately $1.18 per share on a pre-split basis,
along with our ongoing stock repurchase program, the recent
release of the Docent Enterprise 6.0 application suite, and our
continued focus on execution and customer satisfaction, we feel
strongly that this stock split gives us an excellent opportunity
to continue our turnaround and to bring our stock price into a
trading range that is attractive to institutional investors,"
added Eckert.

Docent received a Nasdaq deficiency notice on Aug. 16, 2002,
indicating that the Company had 90 calendar days from that date
in which to regain compliance with the $1.00 minimum bid price
requirement for continued listing on The Nasdaq National Market
as set forth in Nasdaq Marketplace Rule 4450(e)(2).

Docent will file a preliminary proxy statement with the
Securities and Exchange Commission regarding the reverse stock
split proposal shortly, and it intends to mail a definitive
proxy statement to its stockholders regarding the proposal.
Docent stockholders are urged to read the definitive proxy
statement when it becomes available because it will contain
important information about Docent and the reverse stock split
proposal. The proxy statement and other relevant materials (when
they become available), as well as any other documents filed by
Docent with the SEC, may be obtained free of charge at the SEC's
Web site at http://www.sec.gov In addition, stockholders may  
obtain free copies of the documents filed with the SEC by Docent
from Docent's Web site at http://www.docent.com/investors  

Docent Inc., (Nasdaq:DCNT) offers the most complete solutions
suite of business performance management applications that
accelerate time-to-market, increase employee productivity and
improve top- and bottom-line business results for enterprises
around the world. Among its blue chip customers who recognize
the strategic link between employee knowledge and meeting
business objectives are Cingular Wireless, Harley-Davidson,
Wachovia Corp. and United Airlines. Docent's customer list
features 334 companies, including more than 60 of the Fortune
Global 500.

Only Docent offers the most robust, high-performance solutions
suite designed to address the specific business challenges of
multiple markets, including life science, energy,
telecommunications, financial services, retail and manufacturing
industries. Docent has the broadest and deepest relationships
with the world's most prominent consulting and systems
integrators, including PricewaterhouseCoopers, Cap Gemini Ernst
& Young and Deloitte Consulting. Docent is headquartered in
Mountain View, Calif., with other offices throughout the U.S.,
Europe and Asia-Pacific. For more information visit
http://www.docent.com


ENRON CORP: Seeks Second Extension of ENA Exclusive Periods
-----------------------------------------------------------
In a report, ENA Examiner Harrison J. Goldin recommends the
extension of Enron North America Corporation's exclusive periods
because:

  (a) the Debtors' Schedules have only recently been filed;

  (b) meetings with the various parties-in-interest relating to
      the ENA Issues List will start shortly; and

  (c) considerable fact gathering and legal analysis await
      further action.

With that recommendation in hand, by this motion, the Debtors
ask the Court to further extend ENA's exclusive period to file a
plan of reorganization to November 30, 2002 and ENA's exclusive
solicitation period to January 29, 2003.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges, in New
York, explains that although substantial progress has been made
towards resolving issues facing the Estate, more work is
required before a plan can be proposed.  Some of the progress
made include:

    (a) on June 17, 2002, the Debtors have filed their schedules
        of assets and liabilities and statements of financial
        affairs;

    (b) working jointly with the Committee, the Debtors have
        conducted an initial investigation looking into whether
        substantive consolidation of ENA and Enron Corp. should
        be pursued in these jointly administered cases;

    (c) Claims Bar Date has been established;

    (d) participating in numerous lengthy meetings with
        interested constituencies to listen to their issues and
        concerns relating to an ENA plan;

    (e) preparing a comprehensive list of issues that need to be
        addressed and resolved in connection with an ENA plan;

    (f) reviewing thoroughly ENA's assets and liabilities,
        including reviewing the financial statements and
        schedules;

    (g) conducting an independent assessment of the amounts,
        priorities, and enforceability of intercompany claims;
        and

    (h) working to establish a subcommittee of ENA creditor
        constituencies to work with the ENA Examiner on
        formulating and negotiating an ENA chapter 11 plan.

Furthermore, Mr. Bienenstock asserts that the Court should grant
the extension since Section 1121 of the Bankruptcy Code provides
a Chapter 11 debtor with time to prepare and solicit acceptances
of a reorganized plan without the disruption and distraction if
competing plans are filed by other parties-in-interest.  More
so, Mr. Bienenstock adds, the Debtor's case is unusually large
and complex.  "ENA has bank debt, bond debt, intercompany debt,
derivative debt, overhead allocation issues and guaranty issues
that bear on the workings on any Chapter 11 plan," Mr.
Bienenstock says.

In any case, Mr. Goldin assures the Court that the extension
will not harm ENA's creditors but instead, will encourage the
parties-in-interest to focus on negotiating their differences
and working toward a consensus. (Enron Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EPRESENCE INC: Request Review of Nasdaq Staff Determination
-----------------------------------------------------------
ePresence, Inc., (Nasdaq: EPRE) received a Nasdaq Staff
Determination indicating that the Company's failure to file its
Form 10-Q for the period ended June 30, 2002 was a violation of
the continued listing requirements set forth in Marketplace Rule
4310(C)(14) and that its common stock, therefore, is subject to
delisting from The Nasdaq National Market. As a result of the
delinquency, the trading symbol for the Company's common stock
will be changed from "EPRE" to "EPREE" at the opening of
business on August 22, 2002.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
delisting will be stayed pending the Panel's determination.
There can be no assurance the Panel will grant the Company's
request for continued listing.

On August 14, 2002, the Company filed a Notification of Late
Filing on Form 12b-25 relating to its Form 10-Q for the quarter
ended June 30, 2002. As stated in such Notification, the delay
is due to the timing of the transition from Arthur Andersen LLP
to Ernst & Young LLP and the re-audit of 2001 currently being
conducted by Ernst & Young. For further information regarding
the transition from Arthur Andersen to Ernst & Young, please see
the current report on Form 8-K filed with the Securities and
Exchange Commission on July 3, 2002. For further information
regarding the re-audit of 2001, please see the current report on
Form 8-K filed with the Securities and Exchange Commission on
July 25, 2002. ePresence's filings with the SEC can be accessed
on the Company's Web site at http://www.epresence.com  

"We are working diligently with Ernst & Young to complete the
re-audit and intend to file our 10-Q for the second quarter of
2002 as soon as practicable," stated Rich Spaulding, ePresence's
senior vice president and chief financial officer. "We are also
working closely with Nasdaq to fully comply with all
requirements for continued listing."

ePresence, Inc., (Nasdaq: EPRE) is a market leader in delivering
Secure Identity Management solutions based on directory
technology that help companies reduce cost, enhance security,
improve customer service and increase revenues. Our highly
focused solutions have enabled numerous Fortune 1000-class
companies to efficiently and securely provide personalized
access to digital resources for their employees, business
partners and customers, thus maximizing the ROI of their IT-
based initiatives. ePresence is headquartered in Westboro,
Massachusetts and can be reached at (800) 222-6926 or online at
http://www.epresence.com


EXIDE: Wisconsin Seeks Appointment of Equity Holders' Committee
---------------------------------------------------------------
The State of Wisconsin Investment Board asks the Court to direct
the United States Trustee to appoint a committee of Exide
Technologies equity security holders.

William A. Hazeltine, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, relates that the Wisconsin Investment
Board is the largest single shareholder of the Debtors, holding
about 19.5% of the Debtors' common stock, and has invested more
than $100,000,000 in the Debtors.  The remainder of the Debtors'
stock is widely held, with only two other shareholders holding
more than 2%, and none more than 5.2% of the stock.

On May 10, 2002, Mr. Hazeltine recounts that Wisconsin
Investment Board requested that the United States Trustee
appoint a committee of equity security holders pursuant to
Section 1102(a)(1) of the Code.  To date, the United States
Trustee has declined to do so.

Mr. Hazeltine argues that the appointment of an equity committee
in this case is proper and needed because:

A. There is no dispute that the Debtors' shares are widely held
   and publicly traded;

B. The case is both large and complex.  The Debtors operate 19
   manufacturing facilities in the United States, employ 6,500
   persons, have more than 100 non-debtor subsidiaries
   throughout the world, and project sales of $2,500,000,000 for
   fiscal year 2002.  Both the Debtors and the creditors
   committee have, in fact, sought and retained top-notch legal
   and financial advisors based on their experience in other
   "large and complex" Chapter 11 cases;

C. The appointment of an equity committee will neither delay
   this case nor impose undue expense on the estate.  The case
   remains in its preliminary stages, with no indication that a
   plan is imminent.  Although an equity committee would
   certainly be expected to retain its own legal and financial
   advisors, the Court's oversight of professional fees operates
   as a check against an equity committee undertaking
   unreasonable activities, vexatious positions or fruitless
   litigation. Furthermore, costs alone "cannot and should not
   deprive public debt and security holders of representation."  
   If necessary, the Court can address in advance concerns about
   cost by limiting the professional fees that an equity
   committee may incur, or by carefully defining the scope of
   the representation of professionals employed by the equity
   committee;

D. The information provided by the Debtors is hardly conclusive
   on the question of solvency.  In various motions, the Debtors
   have repeatedly recited net-book value of assets of
   $2,100,000,000 and net-book liabilities of $2,500,000,000.
   The actual value, however, of the Debtors' foreign
   subsidiaries is scheduled as "undetermined," and Wisconsin
   Investment Board believes them to be an extremely valuable
   asset, worth substantially more than book value.  As the
   Debtors note, it is the worldwide leader in its industry,
   again suggesting that the enterprise value may far exceed
   book value of its assets.  In any event, the Debtors'
   insolvency is subject to good faith dispute.  The interests
   of thousands of public shareholders should not be left
   unrepresented, or simply wiped out without negotiation, based
   on untested and unreliable numbers;

E. This motion comes at an early stage of the Debtors'
   reorganization proceedings.  The Debtors are just three
   months into a 22-month DIP facility, have proposed no plan,
   and have sold no assets.  Indeed, the Debtors appear still to
   be very much in an investigative mode; according to the court
   docket, the hottest issue currently facing the Debtors is
   whether or not a number of its equipment leases are really
   secured sales. Wisconsin Investment Board has acted promptly
   and responsibly, making its original request to the office of
   the United States Trustee on May 10.  Unfortunately, the
   decision was delayed nearly two months while the U.S. Trustee
   awaited additional financial information from the Debtors;
   and

F. The Debtors' management is not in a tenable position to
   protect the rights of public shareholders.  As a group,
   management holds less than 5% of the Debtors' equity, much of
   that in the form of options.  They will not be motivated by
   their own "common interest" with other shareholders.

Furthermore, Mr. Hazeltine continues, management has by
operation of law become fiduciaries for the Debtors' creditors
rather than the shareholders.  At best, management will face
divided loyalties and, consciously or not, will temper their
advocacy should they attempt to preserve value for shareholders
contrary to the wishes of the creditors committee.  Without an
official committee, the shareholders have no fiduciary that owes
them its undivided loyalty and advocacy.

In their various motion papers and in their applications to
employ financial advisors and other professionals, Mr. Hazeltine
notes that the Debtors do not describe or refer to their
shareholders in any way.  The message permeating all of the
Court filings to date is that this case is a private matter
between the Debtors and its creditors; shareholders have been
written off from the outset.  The Debtors' own court papers
belie the notion that management will adequately represent -- or
even be mildly concerned about -- the equity security holders in
this case. Congress recognized the pressure that management of a
distressed company receives from its creditors, and the "natural
tendency" to pacify those creditors "at the expense of small and
scattered public investors."  That tendency is pronounced in
this case, and an equity committee is the appropriate solution.

One final factor favoring the appointment of an equity committee
in this case -- or any case where insolvency is debatable -- is
the responsibility of bankruptcy courts to reassure investors
that they will get a fair shake in reorganization proceedings.
Mr. Hazeltine points out that the business pages today are
dominated with tales of corporate wrongdoing and shareholders
losing their life savings.  Investor cynicism in the wake of
Enron, WorldCom and Adelphia continues to impair the nation's
markets.  In the current climate of distrust, the last thing a
bankruptcy court should do is tell shareholders of a public
company that their voices are not worth hearing, that their
investments are not worth protecting, that their viewpoint is
not worth the cost of presenting -- in short, that they are not
welcome at the table if a debtor claims to be insolvent.

                      U.S. Trustee Objects

Donald F. Walton, Acting U.S. Trustee for Region 3, wants the
Court to deny Wisconsin Investment Board's motion to appoint an
Equity Committee.

On behalf of the U.S. Trustee, Mark S. Kenney, Esq., in
Wilmington, Delaware, relates that the Debtors and the Official
Committee of Unsecured Creditors agree that there is
insufficient value in the Debtors to pay unsecured creditors in
full, let alone make distributions to holders of equity security
interests. The Debtors and the Creditors' Committee anticipate
that under any foreseeable plan of reorganization, equity
security holders would receive nothing on account of their
interests.  As a result, the U.S. Trustee has determined not to
appoint an official committee of equity security holders at this
point in the proceedings.

Mr. Kenney contends that Wisconsin Investment Board does not and
cannot allege that the U.S. Trustee abused his discretion in
declining to appoint an equity committee.  Quite the opposite is
true: the U.S. Trustee's decision not to appoint an equity
committee reflects careful balancing of facts and application of
his Congressionally granted discretion.  The U.S. Trustee has
fully analyzed the request to appoint an equity committee and
has decided, in light of all the facts and circumstances within
his knowledge, that a committee should not be appointed at this
juncture of the case.

The U.S. Trustee has taken these actions in evaluating the
request:

-- examined the capital structure, organizational structure and
   financial posture of the Debtors as reported by them in their
   bankruptcy petitions and schedules, in financial data
   submitted in connection with the Debtors' motions for
   approval of DIP financing, and in the meeting of creditors   
   held pursuant to Section 341 of the Bankruptcy Code;

-- reviewed the Debtors' SEC Forms 10-Q from 1998 through the
   present, chronicling the decline in the Debtors' fortunes and
   value;

-- solicited comments from both the Debtors and the Official
   Committee of Unsecured Creditors about the desirability of
   appointing an equity committee; and

-- telephonically conferred with Wisconsin Investment Board's
   counsel and considered his oral and written comments.

Based on information received and reviewed by the U.S. Trustee,
it appears that:

A. The Debtors' common stock is widely held and publicly traded;

B. These jointly administered cases are large and complex;

C. Relative to the status of these jointly administered cases,
   the Wisconsin Investment Board's request to the U.S. Trustee
   for appointment of an equity committee and the subsequent
   Motion were not untimely;

D. Appointment of an equity committee would result in
   substantial additional cost to the Debtors' estates and,
   ultimately, the creditors, without corresponding benefit to
   either the estate or the equity security holders;

E. The Debtors' common stock currently appears to have no value,
   as liabilities greatly exceed the value of its assets,
   regardless of whether those assets are considered on a going-
   concern or liquidation basis; and

F. The members of the Debtors' board of directors alone
   collectively held 2,473,838 of the 27,425,573 shares of stock
   issued and outstanding as of April 15, 2002.  This figure
   does not include the share holdings of the Debtors' officers
   other than Craig Muhlhauser, the Debtors' President and Chief
   Executive Officer, nor does it include options.

Moreover, Mr. Kenney observes that Wisconsin Investment Board
does not point to any facts, which suggests, let alone
establish, that the Debtors' management is unable or unwilling
to discharge its fiduciary duties to all of its constituencies,
including shareholders.

Although Wisconsin Investment Board is not entitled to the
appointment of an official committee, Mr. Kenney assures the
Court that equity security holders are not voiceless in this
case.  Any party-in-interest has standing to be heard pursuant
to Section 1109(b) of the Bankruptcy Code.  Indeed, equity
security holders can assert a collective voice through an
unofficial committee, and seek reimbursement of their costs and
attorneys' fees under Section 503(b)(3) if their actions result
in a substantial contribution in the case.

Equity security holders may be displeased at the prospect of
receiving nothing on account of their interests, or of being
required to fund their own expenses while participating in this
case.  However, Mr. Kenney asserts that neither the facts nor
the law support the appointment of a committee of equity
security holders.  To appoint an equity committee at this time
would serve only to transfer additional financial burden to the
Debtors and indirectly to the unsecured creditors of the estate.
(Exide Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05FRR1) are trading
at 15 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


EXODUS COMMS: Wants More Time Challenge Administrative Claims
-------------------------------------------------------------
EXDS Inc., and the Plan Administrator ask the Court to extend to
October 1, 2002 the time within which they must object to claims
for administrative expenses.  The current Objection Deadline is
set on September 3, 2002.

Jeremy W. Ryan, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that EXDS received over 40
administrative claims seeking payment of more than $38,000,000.

Mr. Ryan relates the objection deadline must be extended due to
the prevailing circumstances on the claims.  While it is
possible to resolve some of the claims from the face of the
claim notices, many lack sufficient information for the Plan
Administrator to even begin an investigation or formulate a
position on or resolve any disputes relating to the claims.  
Several asserted administrative expense claims, for example,
consist simply of a statement that an amount is due for services
or goods and that the amount constitutes an administrative
expense.  Mr. Ryan adds that EXDS and its counsel have also been
distracted from the investigation of claims where the notices of
hearing dates set their respective hearing dates prior to the
Objection Deadline. These include the claims asserted by Finova
Capital Corporation, AT&T Corp., and AT&T Solutions Inc.  
Responding to the improper notices has proven to be time-
consuming.

Nevertheless, Mr. Ryan assures the Court that EXDS and the Plan
Administrator are contacting counsel for the claimants,
requesting copies of pertinent contracts and other materials,
which support the claims, and that diligent investigation is
being conducted on each of the asserted claims based on the
information available to EXDS.

Mr. Ryan also notes that the Transition Services Agreement
between EXDS and Cable & Wireless may govern the payment or
reimbursement to EXDS for payment of some portion of many of the
asserted administrative claims.  Additional time is needed to
determine which of the asserted administrative claims, if
allowed, would be eligible for payment or for reimbursement by
Cable & Wireless under the Transition Services Agreement.

According to Mr. Ryan, there is sufficient cause to grant the
requested extension given EXDS' good faith and diligence, the
quantity and value of the claims asserted, and the minimal
extension of time being sought.  The claimants will not be
prejudiced by the extension sought since it will aid EXDS in
making more specific responses to each claim.  Without an
extension, EXDS would have no choice but to assert blanket
objections to the claims that provide no supporting documents or
contractual authority. (Exodus Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOREST CITY: S&P Affirms Low-B Credit & Sr. Unsec. Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'-plus
corporate credit rating and its double-'B'-minus senior
unsecured debt rating on Forest City Enterprises Inc.  The
outlook is stable.

Forest City's non-investment-grade credit rating incorporates
the inherent ongoing risks associated with a development-focused
operating strategy. The affirmations reflect the stability of
cash flow generated by Forest City's diversified operating
portfolio and established track record as a developer. The
strengths are offset by the larger absolute size of Forest
City's development pipeline, particularly at this point in the
economic cycle, and the company's aggressive financial profile.

Cleveland, Ohio-based Forest City is a fully integrated real
estate development company, which was founded more than 75 years
ago and has been publicly traded since 1960. The company is not
structured as a REIT, which allows for the retention of more
internal cash flow to help fund development activity. Forest
City operates primarily through four principal business groups -
commercial real estate, residential real estate, land
development, and lumber trading. However, the commercial and
residential real estate businesses account for more than 80% of
its annual revenue. Forest City is also a majority partner in
Forest City Ratner, a New York-based development and management
business. The company's commercial portfolio includes 43 retail
centers (18.5 million square feet) (sq.ft.), 31 office buildings
(8.8 million sq. ft.) and eight hotels (3,000 rooms). The
residential portfolio includes 123 apartment buildings (with
more than 35,000 units), including 42 affordable housing
buildings with nearly 7,000 units.

Forest City has long pursued a growth strategy focused on real
estate development with a demonstrated ability to successfully
orchestrate multiple large-scale projects and the public-private
partnerships that sometimes accompany them. Historically, the
company's development activity has been focused on multifaceted,
large-scale urban redevelopment projects with staged completions
such as University Park at MIT in Cambridge, Mass., and
Metrotech Center in Brooklyn, New York. While opportunities such
as these still exist (as demonstrated by the recently won
Stapleton Airport redevelopment project in Denver, Colorado), as
these projects reach full build-out, Forest City's development
capabilities will be increasingly directed to larger, and
potentially more complex individual projects, such as the $340
million Emporium mixed-use project in San Francisco.

The estimated cost of Forest City's developments to be delivered
during the next several years is approximately $1.1 billion
(Forest City's share is roughly $800 million), with another $1.6
billion (Forest City's share is roughly $900 million) in the
planning pipeline. This activity is a meaningful increase from
four years ago (the company began increasing its development
activity in 1998) when the development in-process was roughly
$600 million. The company's core income-producing portfolio has
increased by roughly 50%, and improved in quality during this
same time period (to roughly $3.5 billion currently), which
provides for a larger, more stable base from which to pursue
increased development. Nonetheless, the pipeline is sizeable. As
previously expected, New York is playing an increasing role in
the company's development activity with $1.1 billion of total
cost (Forest City's share is $576 million). These projects
include the New York Times Headquarters building and Foley
Square (a 300-unit apartment building in lower Manhattan). The
development projects currently being pursued are well located
and generally exhibit good pre-leasing; however, clearly
softening real estate fundamentals and a weakened economic
environment could challenge the initial profitability of some
projects.

Forest City's more aggressive financial strategy relies almost
exclusively on higher levels of nonrecourse, secured property
level debt to fund its development. Since Forest City is a
corporate tax paying developer, the company leverages its own
equity (or developer's profit) in each project to fund future
projects. The result is a more highly leveraged balance sheet
than is typical for REITs, most of which are less development
oriented. At April 30, 2002, leverage was approximately 62%
(based on market value) down from the mid-70% range year-end
2000 (largely due the improved market valuations). Average debt
tenor was healthy at approximately eight years at April 30,
2002, although there is some lumpiness to the debt maturity
schedule, with 13% and 11% of debt maturing in fiscal years 2003
and 2004. As a consequence of Forest City's use of secured debt
(nearly 100% of all debt is secured), Standard & Poor's is
required to notch the senior unsecured debt rating down from the
corporate credit rating.

The higher leverage and encumbrance levels result in lower
overall debt protection measures. However, Forest City's
gradually growing, stabilized portfolio has produced very
consistent financial measures. Debt service coverage, which
includes capitalized interest (approximately $25 million to $30
million annually) and a moderate amount of principal
amortization (growing every year and roughly $45 million in
2003), continues to be low, but very stable at just under 1.4
times during the prior five years. Cash flow after debt service
and dividends comfortably covers the stabilized portfolio's
recurring capital expenditure needs. The company has also
demonstrated a willingness to issue stock and recycle capital
through the selective sale of mature assets, both of which serve
to bolster liquidity. Overall returns, however, are lower than
average, despite higher leverage, due to higher overhead levels
necessitated by the broad operating platform and active
development program.

                        OUTLOOK: STABLE

During the past three years, Forest City has sought to
capitalize on the healthy real estate environment by expanding
its development pipeline, which has successfully bolstered the
overall size and geographic diversity of its stabilized
portfolio. And despite the weakened economic environment, the
well-diversified (geographically and by property type)
stabilized operating portfolio should continue to generate a
stable income stream. While debt protection measures have
historically been low, they have been consistent and stable.
Ratings improvement, however, is probably unlikely given
expected development and leverage appetite. However, it is
expected that Forest City's extensive development experience
will enable the company to successfully complete its pipeline
and that future activity will be tempered.


FURR'S RESTAURANT: Credit Facility Defaults Continue
----------------------------------------------------
Furr's Restaurant Group, Inc., (Amex: FRG) announced its
financial results for the second quarter 2002.

Sales for the second quarter of 2002 were $41.5 million, a
decrease of $6.0 million from the same quarter of 2001.  
Comparable unit sales decreased 12%, or $5.5 million, from
second quarter 2001.  Of this decrease, $6.5 million was due to
decreased guest count while $1.0 million was gained in increased
ticket average.  Second quarter 2001 sales included $1.5 million
in sales from units that were subsequently closed during 2001.  
Sales by Dynamic Foods to third parties were $.9 million higher
in second quarter 2002 than second quarter 2001.

Operating loss for the second quarter of 2002 was $4.2 million
compared to $1.4 million of operating income in the comparable
period in the prior year. Net loss for the second quarter of
2002 was $23.6 million, which includes $18.4 million of income
tax expense, compared to net income of $3.9 million in the
second quarter 2001, which includes a $3.6 million extraordinary
gain on retirement of debt and ($.1) million of income tax
benefit.  During the thirteen weeks ended July 2, 2002, the
Company's deferred tax asset was reduced by $18.4 million based
upon management's determination that the Company was unlikely to
realize taxable income in the near term, and uncertainty as to
the Company's prospects for realizing taxable income over the
longer term, as a result of the conditions discussed below.

Sales for the first half of 2002 were $84.8 million, a decrease
of $10.2 million from the same period 2001.  Comparable unit
sales decreased 9% or $8.3 million from the first half of 2001.  
Of this decrease, $10.2 million was due to decreased guest count
while $1.9 million was gained in increased ticket average.  The
first half of 2001 sales included $3.4 million in sales from
units that were subsequently closed during 2001.  Sales by
Dynamic Foods to third parties were $1.3 million higher in the
first half of 2002 than the same period of 2001.

Operating loss for the first half of 2002 was $2.5 million
compared to $3.9 million of operating income in the comparable
period in the prior year. Net loss for the first half of 2002
was $23.1 million, which includes $18.7 million of income tax
expense, compared to net income of $6.3 million in the first
half of 2001, which includes a $3.6 million extraordinary gain
on retirement of debt and $.4 million of income tax expense.

Management attributes the decline in revenues and resulting net
loss during the first half of 2002 to a combination of factors.  
The Company's effort to reposition the service offering and
pricing scheme beginning in April 2002 and the increased
advertising expenditures in the second quarter failed to attract
guests to the restaurants.  Downward trends in customer traffic
experienced by the Company and other cafeteria operators over
the past twelve months have continued, which has been
exacerbated by the age, location and condition of some of our
restaurants.  And management believes continuing adverse
developments in the economy have had a negative impact on our
guests during the first half of 2002.

Craig S. Miller, President and CEO, made the following comments
relative to the Company's current results.  "We are clearly
disappointed with our Company's current performance.  The
initiatives we have taken to address long-term weakness in our
customer traffic have not shown positive results.  This has
resulted in an erosion of our cash flow and the continuation of
events of default under our credit line.  We are taking a number
of actions intended to improve the Company's operating results
and its liquidity, including retaining a financial restructuring
advisor to assist in evaluating the Company's plans, and
managing its cash.  We are continuing our efforts to build guest
traffic and are implementing cost reductions where possible,
including seeking to renegotiate certain above-market real
estate leases.  We have deferred principal and interest payments
and are in regular contact with our lenders, and while we cannot
predict their actions, we expect to resume discussions with them
to resolve the existing defaults under our credit agreement in
September based upon the recommendations of our financial
restructuring advisor."

Furr's Restaurant Group, Inc., operates 90 cafeterias under the
Furr's Restaurant Group (formerly Furr's/Bishop's) pleases the
palates of those who want inexpensive, good old American food,
and plenty of it. The company operates about 89 cafeterias under
the Furr's and Bishop's names in 11 midwestern, southwestern,
and western states. Most customers at the cafeterias, which
offer all-you-can-eat service for about $6, are age 45 or older.
Dynamic Foods, the company's food preparation, processing, and
distribution center in Lubbock, Texas, provides about 85% of the
food served at the restaurants and sells food to third parties.
Furr's also owns two pay-at-the-door buffets. Rock Finance Group
and Grace Brothers together own about 47% of the company.


GENEVA STEEL: Asks Court to Further Extend Exclusive Periods
------------------------------------------------------------
Geneva Steel LLC asks the U.S. Bankruptcy Court for the District
of Utah to extend the Company's exclusive periods to file a plan
of reorganization and solicit acceptances of that plan.

The Debtor tells the Court that it requires additional time to
formulate and file a plan of reorganization.  In the event that
a Qualifying Loan Application is submitted to the Board (of not
less than $250 million) by November 1, 2002, the Debtor wants to
its plan filing exclusivity maintained through December 31,
2002.  The Debtor asks for a concomitant extension, until
February 28, 2003, to solicit acceptances of that plan from
creditors.  If, by November 1, 2002, no Qualifying Loan
Application os submitted to the Board, the Debtor requests
a 30-day contraction of these deadlines.

As previously pointed out by the Debtor, it has formulated a
business plan to return to sustained profitability. The Debtor
tells the Court that it is in the final stages of obtaining a
replacement lender.  The Debtor argues that it is critical that
its exclusive periods be extended to fully realize its business
plan.

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


GENUITY: S&P Further Junks Rating Over Debt Restructuring Talks  
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on managed Internet infrastructure services provider
Genuity Inc., to double-'C' from triple-'C'-minus following the
company's announcement in its second quarter 2002 10-Q that its
had retained financial advisors and was in discussions with
Verizon Communications Inc. and the banks to restructure its
outstanding debt.

The rating remains on CreditWatch with negative implications.
Woburn, Massachusetts-based Genuity has about $3 billion total
debt outstanding.

"The CreditWatch listing indicates the strong likelihood that
Genuity's creditors will receive less than full recovery given
the company's negative cash flow and depressed valuations for
telecommunications assets," Standard & Poor's credit analyst
Rosemarie Kalinowski said. "In addition, if the banks or Verizon
decide to accelerate payment obligations under the respective
credit facilities, it is likely that Genuity would need to seek
Chapter 11 bankruptcy protection."

On July 24, 2002, Verizon informed Genuity that it would not
ultimately reintegrate Genuity, leading to an event of default
under Genuity's bank credit facility and the Verizon credit
facility. Verizon terminated the credit facility with Genuity,
but has not yet demanded payment of the $1.15 billion
outstanding. About $1.9 billion is outstanding under the bank
credit facility.

On July 29, 2002, Genuity entered into a standstill agreement
with the banks that funded the last $723 million drawdown. These
banks agreed not to accelerate payment of amounts outstanding
under the credit facility until August 12, 2002, and to continue
negotiations with the company. In consideration for this
standstill agreement, Genuity repaid $100 million of the $723
million to the respective banks that funded this amount. On
August 13, 2002, the banks granted Genuity a 30-day extension to
the standstill agreement. In connection with this extension,
Genuity will make a payment of $50 million to the members of the
bank group.


GLOBAL CROSSING: Wants to Expand Ernst & Young's Engagement
-----------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates ask the Court to
approve the expanded retention and employment of Ernst & Young
LLP to provide certain tax-related services to the Debtors, on
the terms and conditions as set forth in the Letter of
Understanding dated June 11, 2002 between the Debtors and E&Y.

Specifically, E&Y is expected to:

A. advise on the impact of cancellation of indebtedness income
   on the tax attributes -- e.g. net operation losses "NOLs",
   etc. -- of the company;

B. advise on the impact of Section 382 of title 26 of the Tax
   Code on any potential ownership change of the company;

C. review and modeling the tax implications of the Debtors'
   emergence from its chapter 11 cases, under different
   emergence scenarios;

D. review the various consolidated returns and the impact of
   the bankruptcy on these returns; and

E. advise the company on any miscellaneous tax matter that may
   be impacted by Global Crossing being in bankruptcy; and

F. perform other tax-audit-related matters.

Global Crossing Corporate Secretary Mitchell C. Sussis tells the
Court that these Tax Services will not be duplicative in any way
to the tax consulting services being performed by other
professionals retained in these cases.

The E&Y personnel performing the Tax Services comprise a
separate team from those E&Y professionals providing litigation
advisory services.

Mr. Sussis explains that the Tax Services to be performed by E&Y
are necessary to enable the Debtors to execute their duties as
debtors-in-possession.  Absent reliable tax advice on the
implications of their Chapter 11 cases, the Debtors cannot make
the fully informed decisions that would maximize the value of
their estates, both before and after their emergence from these
Chapter 11 cases.

According to Mr. Sussis, E&Y became involved after Howard Tucker
and certain former partners of Arthur Andersen, who were
providing tax consulting services to the Debtors, joined E&Y.
Mr. Tucker and others have developed a substantial familiarity
with the Debtors' businesses and their complex tax structures.
As a result, the Debtors seek to retain Mr. Tucker and other
personnel now at E&Y to continue to provide their tax-related
services.

The Debtors propose to compensate E&Y on an hourly basis at
rates charged by E&Y in non-bankruptcy matters of this type.  
The firm's current hourly rates range from:

    Partners and Principals       $550 - 700
    Senior Managers                390 - 545
    Managers                       325 - 440
    Seniors                        200 - 320
    Staff                          165 - 220

These rates are subject to periodic adjustments to reflect
economic and other conditions. (Global Crossing Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GUILFORD MILLS: New York Court Fixes August 29 Admin. Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set August 29, 2002 as the Administrative Claims Bar Date for
all entities to assert any administrative expense claims against
Guilford Mills, Inc., and its debtor-affiliates.

Administrative Claims must be received on or before 5:00 p.m. on
August 29 by:

          United States Bankruptcy Court
          Southern District of New York
          Guilford Claims Docketing Center
          Bowling Green Station
          P.O. Box 101, New York
          New York 10274-0103,

                    or

          United States Bankruptcy Court
          Southern District of New York
          Guilford Claims Docketing Center
          One Bowling Green, Room 534
          New York 10004-1408

or creditors will be forever barred from asserting that claim.

Seven exceptions to the Administrative Bar Date are:

     (i) Administrative Claims arising subsequent to July 31,
         2002;

    (ii) Administrative Claims already properly filed;

   (iii) Administrative Claims previously allowed by this Court;

    (iv) retained professionals of the Debtors or the Official
         Committee of Unsecured Creditors, as well as members of
         the Creditors' Committee for expense reimbursement, on
         account of compensation earned and expenses incurred in
         connection with such retention as well as the members
         of the Creditors' Committee for expense reimbursement;

     (v) the debtor-in-possession secured lenders on account of
         the Debtors' obligations arising under the DIP facility
         and related loan documentation or the prepetition
         secured lenders on account of the Debtors' obligations
         to provide adequate protection, or otherwise under the
         final DIP order;

    (vi) trade suppliers and vendors who provide goods or render
         services to the Debtors in the ordinary course of
         business and who provide invoices or account statements
         to the Debtors with respect to such goods or services;
         and

   (vii) the U.S. Trustee on account of any statutory fees.

Guilford Mills, Inc., a worldwide producer and seller of warp
knit, circular knit, flat-woven and woven velour fabric filed
for chapter 11 protection on March 13, 2002. Albert Togut, Esq.,  
at Togut, Segal & Segal LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $551,064,000 in total assets and
$409,555,000 in total debts.


ICOA INC: Independent Auditors Issue Going Concern Opinion
----------------------------------------------------------
ICOA, Inc., has deployed an Internet pay phone terminal network.
The first terminals were deployed during the second quarter of
2001 in San Francisco International Airport. An additional 50
terminals are expected toe be installed in Los Angeles
International Airport during the third quarter of 2002. This
installation, originally planned for the third or fourth quarter
of 2001, was delayed due to the loss of the lease financing. The
Company has developed a "strategic partner" relationship with
SchlumbergerSema, to supply the terminals, and to provide such
technical assistance with the installations as may be necessary.

In the fourth quarter of 2001, the Company negotiated contracts
for paid content for the terminals in San Francisco. The first
contract is a six month, $60,000 agreement paid upon completion.
This contract is for all active terminals in the San Francisco
International Airport, and is renewable at the advertiser's
option. The services offered under this contract consist of
banner space on various screens, and "services" buttons on the
navigation bar, providing additional information to the user,
and a link directly to the advertiser's web site. Execution of
these contracts began in the first quarter of 2002.

                     Results of Operations

                Six months ended June 30, 2002
        as compared to the six months ended June 30, 2001

The Company's principal source of revenue is derived from the
ownership and operation of Internet pay phone terminals. The
first of these terminals were activated in San Francisco
International Airport in the Second Quarter of 2001. The Company
generated $74,560 in revenue from these terminals for the six
months ended June 30, 2002 versus $7,329 in revenue for the six
months ended June 39, 2000. The revenue generated was from
Telecommunications services such as Phone, Internet, E-mail, and
advertising.

The Gross Profit for the six months ended June 30, 2002 was
negative due to the delay in installing terminals in Los Angeles
International Airport. The Company continues to incur the cost
of carrying the excess capacity built into its Network
Operations Center which is capable of managing a larger network.
It expects that as additional terminals are deployed that the
gross profit will become positive. The gross profit for the
second quarter ended June 30, 2002 did show significant
improvement due to the realization of advertising revenue for
the whole quarter versus the first quarter ended March 31, 2002
during which only one month of revenue was recognized.

For the six months ended June 30, 2002, the Company had a loss
of $576,473 as compared to a loss of $1,803,594 for the six
months ended June 30, 2001. The decreased loss is mainly due to
the reduction of interest expense associated with convertible
equity notes issued in 2001.

                 Liquidity and Capital Resources

Cash and cash equivalents were $7,519 and $54,091 at June 30,
2002 and June 30, 2001, respectively.

For the six months ended June 30, 2002 the Company had a working
capital deficit of $1,320,813. There were no capital
expenditures during the quarter.

During March 2002, the Company raised an aggregate of $26,250
(net of expenses) from the private placement of a short term
note and from an officer.

During May and June 2002, the Company raised an aggregate of
$68,000 (net of expenses) from the private placement of a short
term note and from an officer.

On July 25, 2001, the Company received notice from World
Capital, Inc. (Lessor), that they had decided not to fund the
previously announced $1,600,000 equipment lease to finance 125
WebCenter3000(TM) terminal installations at San Francisco and
Los Angeles International Airports. The Company has notified
World Capital they are in violation of the equipment lease, and
is aggressively pursuing legal action against both World Capital
and the bank, which they represented as providing their credit
facility. ICOA cannot accurately predict the outcome of any
potential legal action or other attempt to resolve the dispute,
however, it hopes to secure the funding of the equipment under
favorable terms. In addition, it is seeking other potential
sources of funding for the installation of its equipment.

During the first quarter, the investors in the convertible
debentures converted approximately $10,737 of notes and received
approximately 5.4 million shares.

The investors provided a Waiver of Default, extending the filing
deadline to June 30, 2002 for the SB-2 required under the July
26, 2001 Convertible Debenture.

The Company has satisfied its cash requirements to date
primarily through private placements of common stock, warrants,
debentures convertible into shares of common stock and the
issuance of common stock in lieu of payment for services. Also,
officers have at times loaned the Company funds to provide
working capital.

ICOA believes that cash on hand, additional funding from its
investors, and anticipated revenues will be sufficient to meet
anticipated short term cash requirements through the end of the
second quarter, although it does not expect to generate positive
cash flow from operations until the third quarter of 2002. The
Company needs to raise a minimum of $1,200,000 through public or
private debt or sale of equity to produce additional working
terminals, to continue expanding its communications services,
voice, facsimile, data and electronic publishing network and the
service operation center, and to develop and implement
additional contracts at airports, hotels and retail locations in
order to continue placing its terminals in strategic positions.
Such financing may not be available when needed. Even if such
financing is available, it may be on terms that are materially
adverse to stockholder interests with respect to dilution of
book value, dividend preferences, liquidation preferences, or
other terms. If unable to obtain financing on reasonable terms,
ICOA could be forced to delay, scale back or eliminate certain
product and service development programs. In addition, such
inability to obtain financing on reasonable terms could have a
material adverse effect on its business, operating results, or
financial condition.

The report of ICOA's independent auditors on the Company's
financial statements for the years ended December 31, 2001 and
2000 contains an explanatory paragraph, which indicates that
ICOA has incurred losses and has a working capital deficiency.
This report raises substantial doubt about ICOA's ability to
continue as a going concern. This report is not viewed favorably
by analysts or investors and may make it more difficult for the
Company to raise additional debt or equity financing needed to
run its business.


IMPSAT FIBER: Committee Hires Paul Weiss as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
grants authority to the Official Committee of Unsecured
Creditors of Impsat Fiber Networks, Inc., to employ Paul, Weiss,
Rifkind, Wharton & Garrison as counsel, nunc pro tunc to July 1,
2002, as its legal counsel.

The Creditors Committee expects Paul Weiss to:

     a) represent and advise the Creditors Committee in its
        communications with the Debtor, the Office of the United
        States Trustee, any other official committees,
        individual creditors and other parties in interest, with
        respect to the administration of the chapter 11 case;

     b) conduct such review as the Creditors Committee may
        require concerning the acts, conduct, assets,
        liabilities, and financial condition of the Debtor, the
        operation of the Debtor's business, any causes of action
        belonging to the Debtor's estate or creditors and any
        other matter of significance to the Creditors Committee
        which may be relevant to the chapter 11 case;

     c) represent and advise the Creditors Committee in
        connection with the formulation, negotiation and
        confirmation of a chapter 11 plan for the Debtor;

     d) advise the Creditors Committee with respect to its
        rights and obligations under the Bankruptcy Code and the
        Bankruptcy Rules;

     e) advise, assist and represent the Creditors Committee in
        the performance of its duties and the exercise of its
        powers under the Bankruptcy Code and the Bankruptcy
        Rules;

     f) prepare applications, motions and other papers for
        filing in the chapter 11 case and in any related
        proceedings;

     g) advise the Creditors Committee with respect to retaining
        a financial advisor and other professionals, as needed,
        and assist such advisor and other professionals as
        necessary; and

     h) perform such other legal services as may be required by
        the Creditors Committee in the chapter 11 case and in
        any related proceedings.

Paul, Weiss will seek compensation from the Debtor's estate for
services rendered to the Creditors' Committee at its customary
hourly rates:

   Andrew N. Rosenberg    Bankruptcy Partner     $540 per hour
   Valerie Demont         Corporate Associate    $455 per hour
   Brendan D. O'Neill     Bankruptcy Associate   $420 per hour

Impsat Fiber, a provider of broadband Internet, data, and voice
services in Latin America, filed for chapter 11 protection on
June 11, 2002. Anthony D. Boccanfuso, Esq., and Michael J.
Canning, Esq., at Arnold & Porter represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $667,189,368 in total assets and
$1,334,732,793 in total debts.


ITC DELTACOM: Liquidity Insufficient to Meet Current Obligations
----------------------------------------------------------------
ITC Deltacom Inc., provides voice and data telecommunications
services on a retail basis to businesses in the southern United
States. Through its broadband transport business, it also
provides regional telecommunications transmission services to
other telecommunications companies on a wholesale basis using
ITC's network. In connection with these businesses, ITC owns,
operates or manages an extensive fiber optic network in the
southern United States. Through its e^deltacom business, the
Company provides customers with colocation services, managed
services and professional services primarily through
e^deltacom's data center in Suwanee, Georgia.

ITC provides its retail services individually or in a bundled
package tailored to the business customer's specific needs. It
derives its retail services revenues from the following four
sources:

     * sales of integrated telecommunications services,
       including local exchange, long distance, enhanced data
       and Internet services, to end-user customers;

     * sales of local dial-up services to Internet service
       providers for use in their provision of services to their
       customers;

     * sales of nonrecurring equipment and professional services
       to end-user customers; and

     * sales of wholesale long distance services for resale by
       other telecommunications carriers.

As of June 30, 2002, ITC provided retail services to
approximately 18,870 business customers, which were served by 35
branch offices. As of June 30, 2002, it had sold approximately
247,040 access lines, excluding lines that had been disconnected
or cancelled. Of these access lines, approximately 234,260 had
been installed as of June 30, 2002.

WorldCom, Inc., and certain of its subsidiaries accounted for
approximately 21% of ITC's revenues from broadband transport
services in the three and six months ended June 30, 2002.
WorldCom filed for protection under Chapter 11 of the Bankruptcy
Code on July 21, 2002. The Company does not have any material
exposure for nonpayment of WorldCom revenues recognized through
June 30, 2002. Before WorldCom's Chapter 11 filing, it had not
received payment of approximately $1.5 million of the WorldCom
revenues it had recognized. ITC is currently unable to determine
the impact that the WorldCom filing and other developments
affecting WorldCom will have on ITC revenues from broadband
transport services for future periods.

         Three Months & Six Months Ended June 30, 2002           
   Compared to Three Months and Six Months Ended June 30,2001

Total operating revenues increased $2.6 million, or 2.4%, from
$106.0 million for the three months ended June 30, 2001 to
$108.6 million for the three months ended June 30, 2002. Total
operating revenues for the six months ended June 30, 2002
increased $9.7 million, or 4.7%, to $218.0 million from total
operating revenues of $208.2 million for the six months ended
June 30, 2002.

Operating revenues from retail services increased $5.9 million,
or 7.2%, from $81.3 million for the 2001 fiscal quarter to $87.1
million for the 2002 fiscal quarter. Operating revenues from
retail services for the 2002 fiscal six-month period increased
$13.2 million, or 8.2%, to $173.8 million from $160.6 million
for the 2001 fiscal six-month period. The Company's retail
services operating revenues for the 2002 fiscal quarter and 2002
fiscal six-month period included a one-time net benefit of $3.5
million received by it in April 2002 for the early termination
of a local interconnection customer contract. Its retail
services operating revenues for the 2001 fiscal six-month period
included a one-time net benefit of $1.5 million related to an
interconnection agreement settlement. Excluding these one-time
benefits, retail services revenues increased $3.8 million, or
4.8%, for the 2002 fiscal quarter and $11.2 million, or 7.0%,
for the 2002 fiscal six-month period. The increases in retail
services operating revenues were primarily attributable to:

         -- an increase in revenues generated by its local
telephone services of $5.8 million for the 2002 fiscal quarter
and $11.1 million for the 2002 fiscal six-month period, which
was due to increases of 42% for the 2002 fiscal quarter and 44%
for the 2002 fiscal six-month period in the average number of
installed lines for the same periods;

         -- a net increase in revenues generated by its enhanced
data and Internet access services of $2.5 million for the 2002
fiscal quarter and $5.6 million for the 2002 fiscal six-month
period, which resulted primarily from increases of 21% for the
2002 fiscal quarter and 24% for the 2002 six-month period in
revenues from private lines services and from increases of 88%
for the 2002 fiscal quarter and 112% for the 2002 six-month
period in revenues from Internet access services for the same
periods; and

         -- a decrease in revenues generated by the Company's
provision of local dial-up service to Internet service providers
of $3.4 million for the 2002 fiscal quarter and $4.8 million for
the 2002 fiscal six-month period, which resulted primarily from
decreases of 27% for the 2002 fiscal quarter and 23% for the
2002 six-month period in the average number of installed lines
for the same periods, excluding $3.5 million received by ITC in
April 2002 for the early termination of a wholesale customer
contract.

Although the average rate per minute of use ITC receives for its
long distance service in the 2002 fiscal quarter and the 2002
fiscal six-month period decreased from the corresponding periods
in 2001,  revenues from this service remained relatively flat,
as ITC experienced a continued increase in the number of minutes
used. It is expected that this service will continue to
experience growth in minutes used, but the effect of this growth
may be offset in whole or in part by any rate reductions ITC may
implement as a result of competitive requirements.

ITC's local interconnection revenues were negatively affected by
the cancellation of approximately 26,300 access lines by a large
Internet service provider customer. ITC expects this
cancellation and overall instability in the local
interconnection market to have a continuing negative effect on
its local interconnection revenues for at least the remainder of
2002 as the Company seeks new customers.

ITC expects that revenues from its local, data and Internet
services will continue to grow during the remainder of 2002. It
does not expect significant growth, if any, from its sales of
nonrecurring equipment and services during the remainder of 2002
based on current economic conditions.

Operating revenues from ITC's broadband transport services
decreased $3.3 million, or 13.2%, from $24.7 million for the
2001 fiscal quarter to $21.5 million for the 2002 fiscal
quarter. Operating revenues from these services for the 2002
fiscal six-month period decreased $3.5 million, or 7.3%, to
$44.2 million from $47.7 million for the 2001 fiscal six-month
period. The decreases in these revenues were primarily
attributable to a 37% decrease in the rate ITC charged for its
transmission services for both the 2002 fiscal quarter and the
2002 fiscal six-month period, which resulted because of pricing
pressures due to industry overcapacity, and the cancellation of
services by some customers.

Based on known or forecasted disconnections, ITC expects a
further decline in its broadband transport services revenues in
the third quarter of 2002. It presently expects revenues from
these services to stabilize no earlier than the fourth quarter
of 2002. As a result of general market conditions, ITC expects
that its broadband transport services will continue to
experience less favorable market conditions and minimal revenue
growth, if not a decline in revenues, at least through the end
of 2003.

Total EBITDA, as adjusted, increased $3.8 million from $12.4
million for the 2001 fiscal quarter to $16.2 million for the
2002 fiscal quarter. Total EBITDA, as adjusted, of $32.3 million
for the 2002 fiscal six-month period represented an increase of
$7.8 million from EBITDA, as adjusted, of $24.5 million for the
2001 fiscal six-month period. EBITDA, as adjusted, net of (1) a
non-recurring fee of $3.5 million received by ITC in April 2002
for the early termination of a local interconnection contract,
(2) $2.1 million in special charges related primarily to
employee termination benefits for the Company's retail services
business and (3) prior-period amounts for interconnection
agreement settlements of $1.5 million in the 2001 fiscal six-
month period, increased $2.4 million for the 2002 fiscal quarter
and $7.9 million for the 2002 fiscal six-month period over the
corresponding periods in 2001.

EBITDA, as adjusted, attributable to its retail services for the
2002 fiscal quarter was $5.7 million, which represented an
increase of $6.5 million from EBITDA, as adjusted, of $(780,000)
for the 2001 fiscal quarter. EBITDA, as adjusted, attributable
to these services for the 2002 fiscal six-month period was $10.2
million compared to EBITDA, as adjusted, of $(722,000) for the
2001 fiscal six-month period. EBITDA, as adjusted, net of (1) a
non-recurring fee of $3.5 million received by ITC in April 2002
for the early termination of a local interconnection contract,
(2) $2.1 million in special charges related primarily to
employee termination benefits for the Company's retail services
business and (3) prior-period amounts for interconnection
agreement settlements of $1.5 million in the 2001 fiscal six-
month period, increased $5.0 million for the 2002 fiscal quarter
and $11.0 million for the 2002 fiscal six-month period over the
corresponding periods in 2001. These increases in EBITDA, as
adjusted, for its retail services were primarily attributable to
the following factors:

     * an increase of $8.3 million for the 2002 fiscal quarter
       and $16.7 million for the 2002 fiscal six-month period
       resulting from increased revenues generated by local,
       data and Internet services, the effect of which was
       partially offset by a decrease in local dial-up services
       ITC provides to Internet service providers; and

     * an increase of $7.5 million for the 2002 fiscal quarter
       and $12.5 million for the 2002 fiscal six-month period
       resulting primarily from a decrease in personnel and
       occupancy costs realized from restructuring efforts.

The effect of the foregoing increases was partially offset by a
decrease of $4.2 million for the 2002 fiscal quarter and $11.7
million for the 2002 fiscal six-month period resulting form an
increase in  cost of services.

EBITDA, as adjusted, attributable to broadband transport
services decreased $2.7 million from $13.2 million for the 2001
fiscal quarter to $10.5 million for the 2002 fiscal quarter.
EBITDA, as adjusted, of $22.1 million attributable to these
services for the 2002 fiscal six-month period represented a
decrease of $3.1 million from EBITDA, as adjusted, from $25.2
million for the 2001 fiscal six-month period. These decreases in
EBITDA, as adjusted, for broadband transport services were
primarily attributable to a decline in the revenues generated by
this business, which resulted from a reduction in rates charged
to ITC customers due to industry overcapacity. As of July 31,
2002, the Company had $25.1 million of cash and cash
equivalents. Based on such cash availability and the ability to
continue to generate positive cash flows from operations, ITC
does not expect it will require or obtain debtor-in-possession
financing during the bankruptcy proceedings. It believes that
its existing cash resources are sufficient to fund business
operations and currently anticipated capital expenditures at
least until 2003.

ITC is seeking to reorganize under Chapter 11 of the Bankruptcy
Code because it believes its existing sources of liquidity are
insufficient to support the growth of its business and to
satisfy all of its debt service requirements. Its proposed plan
of reorganization would result in the elimination of $515
million principal amount of indebtedness through the
cancellation of all of its outstanding senior notes and
convertible subordinated notes and the issuance of common stock
in its reorganized company to the former holders of the notes.
ITC expects that the decrease in its fixed interest costs
resulting from the reduction in its total indebtedness from
approximately $722.6 million at June 30, 2002 to approximately
$207.7 million would enable it to maintain positive cash flow
from operations beginning immediately after completion of its
restructuring and continuing through the current period of
uncertainty affecting the telecommunications industry and
competitive telecommunications companies. ITC's liquidity
position would be further strengthened by its receipt of $30
million of gross proceeds from the sale of a new issue of Its
proposed plan of reorganization must be approved by the holders
of certain claims and interests in ITC DeltaCom and confirmed by
the Bankruptcy Court, and is subject to possible modification
during this process.

As previously reported, to conserve liquidity for its business
while the Company pursued restructuring negotiations during the
second quarter of 2002, it did not pay the scheduled May 15,
2002 interest payments due on its 9-3/4% senior notes due 2008
and on its 4-1/2% convertible subordinated notes due 2006 or the
scheduled June 1, 2002 interest payment due on its 11% senior
notes due 2007. The scheduled May 15, 2002 payments totaled
approximately $6.1 million on the 9-3/4% senior notes and
approximately $2.3 million on the 4-1/2% convertible
subordinated notes. The scheduled June 1, 2002 payment totaled
approximately $7.2 million.

As a result of the failure to pay interest on the senior notes
and convertible subordinated notes on May 15 and June 1, 2002
and the filing of a voluntary petition under Chapter 11 of the
Bankruptcy Code on June 25, 2002, ITC is in default under its
senior credit and capital lease facilities. For so long
as it remains in default, interest under the facility is payable
at a default rate of 2% in excess of an annual rate of 1.875%
plus a base rate, which was 4.75% at June 30, 2002. In
connection with these defaults, ITC has reclassified $154.8
million of its senior credit facility and $31.0 million of its
$40 million capital lease facility as current liabilities.


ITEX CORP: Gerry Harris Resigns from Board of Directors
-------------------------------------------------------
ITEX Corporation (OTC Bulletin Board: ITEX), a trading and
business services company, announced that its Board of Directors
had accepted the resignation of Gerry Harris.  

Mr. Harris served on the Board of Directors from April 2001 to
the present.  Mr. Harris' resignation is due to personal reasons
and commitments. Mr. Harris commented, "I wish the Board of
Directors continued success in all their endeavors."

Jeffrey L. Elder, Chairman of the Board of ITEX Corporation
stated, "We appreciate the significant contributions that Mr.
Harris made during the Company's restructuring over the past
year."  Mr. Elder added, "We will be actively seeking a
replacement for Gerry on the Board, from outside the company."

Founded in 1982, ITEX Corporation -- http://www.itex.com-- is a  
trading business services company with domestic and
international operations. ITEX has established itself as the
leader among the roughly 450 trade exchanges in the U.S. by
facilitating barter transactions between member businesses of
its Retail Trade Exchange. At the retail, corporate and
international levels, modern barter business enjoys expanding
sophistication, credibility, and acceptance. ITEX helps its
member businesses improve sales and liquidity, reduce cash
expenses, open new markets and utilize the full business
capacity of their enterprises by providing an alternative
channel of distribution through a network of four company
offices and more than 90 licensees.

At January 31, 2002, the company's balance sheet showed a total
shareholders' equity deficit of $218,000, and a working capital
deficiency of about $2 million.


INFOIMAGE: Sells Assets to ServiceWare Technologies
---------------------------------------------------
ServiceWare Technologies, Inc. (Nasdaq:SVCW), a leading provider
of Web-based knowledge management solutions for customer service
and support, has acquired certain assets of the Phoenix-based
InfoImage, an enterprise portal company.

InfoImage's feature product, Decision Portal, provides companies
with an enterprise portal framework that consolidates key
information from disparate data sources and provides
collaboration tools in one unified view.

"InfoImage's technology, blue-chip customers and strategic
partners are a perfect complement to our current product
offering and business strategy," stated Kent Heyman, CEO of
ServiceWare Technologies, Inc.

"This acquisition significantly expedites our product plan,"
stated Scott Schwartzman, COO of ServiceWare Technologies, Inc.
"The addition of InfoImage's enterprise portal products will
allow us to provide our customers with a robust portal framework
that seamlessly integrates with our current product offering.
Portals provide a personalized and collaborative mechanism to
deliver the right answer at the right time to the right
audience."

In the transaction, all existing technology assets and certain
customer contracts of privately held InfoImage, which previously
filed for bankruptcy protection, will immediately be transferred
to ServiceWare Technologies, Inc. ServiceWare will pay a
contingent consideration not to exceed $1.5 million to be
predominantly based on future sales of InfoImage products and
services.

ServiceWare is a leading provider of Web-based knowledge
management solutions for customer service and support.
ServiceWare's eService Suite(TM) software empowers organizations
to deliver superior service while reducing support costs.
Powered by MindSync(TM), a patented self-learning search
technology, eService Suite enables businesses to develop and
manage a repository of knowledge to effectively answer inquiries
over the Web and in the call center. More than 200 leading
organizations have implemented ServiceWare software including
H&R Block, AT&T Wireless, Cingular Wireless, Northeast  
Utilities, Reuters, Stream International, and QUALCOMM. Learn
more by visiting http://www.serviceware.comor call  
1.800.572.5748.


INNOVATIVE GAMING: Appeals Nasdaq's Delisting Determination
-----------------------------------------------------------
Innovative Gaming Corporation of America (Nasdaq: IGCA)
announced that it was recently notified by Nasdaq that it failed
to maintain Nasdaq's Marketplace Rule 4815(b) minimum bid price
of $1.00 per share for 30 consecutive days and would be delisted
as of August 22, 2002.  The Company has requested a hearing with
Nasdaq which will stay the Nasdaq delisting pending Nasdaq's
decision following the hearing.  The Company was previously
notified on February 14, 2002 that it must maintain a closing
bid price of $1.00 per share for at least 10 consecutive days by
August 13, 2002.  The Company has been informed by Nasdaq that
it did not meet such requirement.  The Company believes that its
previously announced 10-for-1 reverse stock split, along with
improved performance and pending financings, will help the
trading price of the Company's Common Stock meet Nasdaq minimum-
bid requirements. Nevertheless, there can be no assurance that
the Nasdaq Hearing Panel will grant the Company's request for
continued listing.

The Company was previously informed that it failed to comply
with Nasdaq's Market Place Rules regarding (1) minimum
stockholder's equity and (2) independent director and audit
committee requirements.  The Company intends to address these
Nasdaq deficiencies at the hearing.


INTEGRATED HEALTH: Rotech Has Until Oct. 22 to Challenge Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the Reorganized Rotech Debtors' deadline to file
objections to claims through and including October 22, 2002.


INTEGRATED INFORMATION: Appeals Nasdaq's Delisting Determination
----------------------------------------------------------------
Integrated Information Systems, Inc. (Nasdaq:IISX), an
innovative technology and business consultancy, announced that,
on August 21, 2002, it filed an appeal and requested a hearing
before a Nasdaq Listing Qualifications Panel to review the
Nasdaq Staff's Determination to delist IIS' common stock.

As announced on August 14, 2002, Nasdaq notified IIS that it had
not regained compliance with the minimum bid price per share
requirement. Under Nasdaq Marketplace Rules, the hearing request
will stay the delisting of IIS' common stock pending the Panel's
decision. There can be no assurance that the Listing
Qualifications Panel will grant IIS' request for continued
listing on The Nasdaq SmallCap Market.

Integrated Information Systems(TM) is an innovative technology
and business consultancy specializing in providing fully
integrated and secure extended enterprise solutions. For
companies who seek measurable results by delivering accurate,
timely and secure information to their employees, customers,
partners and suppliers, IIS offers cost-conscious, profit-minded
solutions across the entire value chain with single provider
accountability.

Founded in 1989, IIS employs approximately 210 professionals,
with offices in Bangalore, India; Boston; Denver; Madison;
Milwaukee; Phoenix; and Portland, Ore.  Integrated Information
Systems' common stock is traded on Nasdaq under IISX.

For more information on Integrated Information Systems, please
visit http://www.iis.com


KAISER ALUMINUM: Court OKs Feinberg as Debtors' Special Counsel
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain The Feinberg Group as special counsel for
analysis, evaluation and treatment of personal injury asbestos
claims in their Chapter 11 cases, nunc pro tunc to April 18,
2002.

With the Court's approval, Feinberg will render these services:

A. Analysis and valuation of personal injury asbestos claims;

B. Development of forms and procedures for the treatment of
   personal injury asbestos claims;

C. Design of potential compensation systems;

D. Management of experts in economic analysis and evaluation;
   and,

E. Strategic advice regarding evaluation and treatment of
   personal injury asbestos claims and various experts and
   expert methodologies.

As compensation for its services, Feinberg will be paid a
minimum of $65,000 per month, subject to approval of this Court.  
This minimum payment will be adjusted yearly to reflect the
average monthly fees Feinberg would receive if it had charged
the Debtors its fees on an hourly basis.

Feinberg will calculate its hourly fees -- Hourly Rate Amount --
for services rendered on a monthly basis, and if those fees
exceed the minimum payments received by Feinberg throughout the
prior year, Feinberg will be entitled to seek compensation on a
yearly basis of the difference between the Hourly Rate Amount
and the minimum payments actually received. The firm is also
entitled to expense reimbursement in connection with its
services in the Debtors' cases.  Feinberg's current hourly
billing rates:

             Professionals             Rates
            ---------------           -------
             Partner                 $450-600
             Senior Counsel             350
             Associate Counsel          300
             Associate (mid-level)    200-275
             Junior Associate           150
             Law Clerk                  150
             Software Analyst           150
             Legal Assistant           95-115
(Kaiser Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


LANDSTAR INC: Will Delay Filing Form 10-Q with SEC
--------------------------------------------------
LandStar, Inc., has accumulated the financial information on
Form 10-QSB for filing with the SEC, but has been sent to the
Company's external auditors for their review.  The auditors need
additional time to review the entire package. An acquisition
occurred earlier this year. The auditors must also have a
concurring partner review on quarterly documents, which adds
time to the review process.  For the foregoing reasons LandStar
will be late in filing its current financial information.

The results of operations for the quarter and six months ended
June 30, 2002 will differ significantly from those results of
the prior year.  In the prior year, the Company's only source of
revenue was the management fees earned from managing the company
they subsequently purchased.  On February 28, 2002, the Company
purchased a manufacturing plant and consolidated the results of
that operation starting March 1, 2002. The Company will report
both sales, which it has previously never had, as well as
management fees. Net loss will approximate $2.4 million for the
three months ended June 30, 2002, compared to $969,000 for the
same period of the prior year, and $3.7 million for the six
months ended June 30, 2002, compared to a loss of $1,958,000 for
the same period of 2001.  

LandStar is an industry leading polymer redeployment and polymer
reactivation company. It is aggressively expanding through
acquisition and through the development of proprietary
technologies and applications. With its recent acquisition of
PolyTek Rubber & Recycling, Inc., LandStar is the world's
largest producer of crumb rubber, the basic material used in the
manufacture of recycled rubber products and applications.

As reported in the May 9, 2002 edition of Troubled Company
Reporter, LandStar, Inc., incurred significant losses since
inception and will require additional funding to fully implement
its business plan.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.  The
ability of the Company to continue as a going concern and carry
out its business plan is dependent on the Company raising
capital and achieving projections of sales and earnings
reflected in the business plan.  The Company intends to raise
capital through debt and equity financing, but there is no
assurance that the Company will be successful in raising
additional capital by these means.


LEAP WIRELESS: Limited Liquidity Spurs S&P to Junk Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless carrier Leap Wireless International Inc., to
triple-'C'-minus from single-'B'-minus based on the company's
extremely limited liquidity, given ongoing operating cash
losses, continued capital expenditure requirements, and upcoming
debt amortization under its vendor financing with Lucent.

The rating remains on CreditWatch with negative implications. As
of June 30, 2002, San Diego, California-based Leap had $2.1
billion of debt outstanding.

"If Leap is not able to substantially improve the level of
operating cash losses it incurs in the second half of 2002, it
will run out of cash in the next two quarters, despite access to
about $236 million of additional borrowings under its vendor
facilities and cash and short-term investment balances of $207
million as of June 30, 2002," Standard & Poor's credit analyst
Catherine Cosentino said. "Moreover, the company has had to
amend its vendor financing arrangements on several occasions to
loosen financial covenants, and has minimum operating cash flow
requirements for the third and fourth quarters of 2002 for
operating subsidiary Cricket Communications Inc. that it may be
unable to meet if operations do not materially improve."

Standard & Poor's said that Leap also indicated in its second
quarter 2002 10-Q that it will need to amend or refinance its
vendor indebtedness, or raise about $225 million of additional
cash in 2003 and use about $200 million of such cash to pay down
vendor indebtedness to meet the total indebtedness to total
capitalization financial covenant of 50% at January 1, 2004.

Standard & Poor's said that Leap's plan has been very capital
intensive, and the company has incurred significant start-up
losses, including expenses associated with credit card,
subscription, and dealer fraud. It said if Leap is unable to
substantially reduce operating cash losses in the second half of
2002, a default is likely.


MEASUREMENT SPECIALTIES: Considering Restating Financial Results
----------------------------------------------------------------
Measurement Specialties (Amex: MSS) announced that, based on the
recently completed analysis conducted by the Company and its
auditors, the Company intends to restate earnings for the 2001
fiscal year, as well as the previously released 2002 fiscal
quarters.  The decision was based largely on a detailed
evaluation of capitalized overhead.  Along with representatives
from Grant Thornton, LLP (the Company's current auditors who
replaced Arthur Andersen), the Company has determined that the
previously released financials do not accurately reflect
operations, and therefore should be restated.

As a result of restating fiscal 2001 (and given that the
previously issued financial statements for fiscal 2001 and the
Arthur Andersen report thereon, and the previously issued
quarterly results for fiscal 2002, may no longer be relied
upon), the Company will be required to have its fiscal 2001
results re-audited before completing the fiscal 2002 annual
report and filing its Form 10-K for the fiscal year ending March
31, 2002.  Accordingly, the Company will not be able to resume
trading on the American Stock Exchange until its filings are
complete.  As a result of the continued delay in filing its FY02
Form 10-K and first quarter FY03 Form 10-Q, AMEX has indicated
they intend to initiate delisting proceedings, which the Company
will appeal.  The Company, along with its auditors, is
aggressively trying to complete all filings prior to the
conclusion of the delisting proceeding; however, the Company
cannot guarantee that it will be successful in doing so.

"I am relieved to have reached a decision relative to the
treatment of capitalized expenses, and look forward to getting
this issue behind us and turning our attention to the future,"
commented Frank Guidone, CEO of Measurement Specialties.  "The
future prospects remain strong as we continue to make solid
progress on our restructuring efforts.  As previously announced,
the restructuring is based on four key initiatives: (1) closing
the Shaevitz, UK operation (located in Slough, UK), (2) selling
the ICS wafer fabrication facility (located in Milpitas, CA),
(3) downsizing the Piezo operation (located in Valley Forge, PA)
and (4) selling Terraillon (located in Chatou Cedex, France).  
Once complete, we anticipate these initiatives will return the
Company to profitability and sufficiently reduce debt to allow a
successful refinancing.  We have largely completed the first
three initiatives, and are making good progress on the fourth.  
It is unfortunate that the accounting challenges and continued
delays have put us at risk of being delisted; we have every
intention of completing the work required to become current with
our filings and circumvent that process if at all possible."

Measurement Specialties is a designer and manufacturer of
sensors, and sensor-based consumer products.  Measurement
Specialties produces a wide variety of sensors that use advanced
technologies to measure precise ranges of physical
characteristics, including pressure, motion, force,
displacement, angle, flow, and distance.  Measurement
Specialties uses multiple advanced technologies, including
piezoresistive, application specific integrated circuits
(ASICs), micro-electromechanical systems (MEMS), piezopolymers,
and strain gages to allow their sensors to operate precisely and
cost effectively.

                         *    *    *

As reported in Troubled Company Reporter's July 10, 2002
edition, Measurement Specialties, Inc., successfully negotiated
and executed an extended forbearance agreement with its lenders.  
This agreement provides that the lenders will forbear, until
November 1, 2002, from exercising the rights and remedies
available to them as a result of the Company's defaults under
its credit agreement.  The agreement is the critically important
first step in the Company's broader restructuring plan announced
June 19th.  In a display of support for the proposed
restructuring plan, the lenders have also agreed to extend
additional credit under the Company's revolving credit facility
as well as allow the Company to apply the proceeds from the
sale/liquidation of certain Company assets against amounts
outstanding under the revolving credit facility (rather than
against amounts outstanding under the term loan as otherwise
required by the credit agreement).  As a condition to the
agreement and the lenders' continued forbearance, the Company
has agreed to pledge in favor of the lenders certain
unencumbered assets, and must take certain actions and comply
with strict financial covenants during the forbearance period.


METATEC INTERNATIONAL: June 30 Balance Sheet Upside-Down by $9MM
----------------------------------------------------------------
Metatec International, Inc., is transitioning from a disc
manufacturing company to a supply chain solutions company that
enables its customers to streamline the process of delivering
their products and information to market by providing technology
driven supply chain solutions that increase efficiencies and
reduce costs. The Company assists its customers with a wide
range of services from preparing their product for market to
delivering their finished product into the distribution channel
or directly to the end-users. The solution is built on a solid
technology foundation that includes both customized system
integration and a web-based reporting and tracking tool that
makes real-time information easily accessible. Technologies
include CD-ROM and DVD manufacturing services and secure
Internet-based software distribution service. The Company's core
CD-ROM manufacturing capabilities serve as a component of the
supply chain. The Company maintains operations in Ohio and The
Netherlands. Revenues attributed to product types are
distinguished as CD-ROM sales and other sales. As its core
business, a majority of the Company's revenue continues to come
from its optical disc manufacturing business.

                       Results of Operations

Net sales for the three months ended June 30, 2002, were $14.8
million, a decrease of $4.0 million, or 21% over the same period
of the prior year. This decrease resulted primarily from CD-ROM
sales decreasing $4.2 million, or 24%, to $13.3 million for the
three months then ended. This decrease was due to several
factors. First, the closing of the Company's Milpitas,
California plant and a restructuring of the Dublin, Ohio
operations reduced manufacturing capacity and eliminated certain
low-margin customers. Second, pricing for CD-ROM products and
services continued to decline industry-wide due to excess
manufacturing capacity, a trend the Company anticipates will
continue. Finally, demand for the Company's CD-ROM products and
services declined due to several factors, including a decline in
general economic conditions, the continued increase in customers
using on-line or electronic methods to distribute information,
and the continued maturation of the CD-ROM market. DVD sales
accounted for $621,000 during the three months ended June 30,
2002, as compared to $514,000 for the same period in the prior
year.

Net sales for the six months ended June 30, 2002, were $30.1
million, a decrease of $9.8 million, or 25%, over the same
period of the prior year. This decrease resulted primarily from
CD-ROM sales decreasing $10.0 million to $27.1 million, or 27%,
for the six months ended. This decrease was due to the factors
noted above.

Gross profit was 33% of net sales for the three months ended
June 30, 2002, as compared to 27% of net sales for the same
period of the prior year. This increase was due mainly to the
closing of the Company's Silicon Valley plant and the
restructuring of the Dublin operations. Gross profit was 32% of
net sales for the six months ended June 30, 2002, as compared to
27% of net sales for the same period of the prior year.

The net income for the six months ended June 30, 2002 was
$164,000, or net income per basic or diluted common share of
$.03, as compared to a net loss in the same period of the prior
year of $4.0 million, or net loss per basic or diluted common
share of $.66.

In August 2002, the Company entered into new licensing and other
agreements with one of its CD and DVD patent licensors which,
among other things, provides for a deferred payment schedule for
accrued royalties owed by the Company under prior licensing
agreements, and, as a result, $3.5 million of accrued royalties
has been reclassified to other long-term liabilities at June 30,
2002. The Company is negotiating similar arrangements with other
licensors concerning the payment of accrued royalties owed by
the Company to these licensors on licensed technology. While the
Company anticipates reaching acceptable agreements with each of
these licensors in the near future, there can be no assurance
that the Company will be able to do so. The failure to reach
agreement with these licensors on the payment of accrued but
unpaid royalties could result in these licensors taking action
to suspend or terminate the applicable licensing agreement,
which would prevent the Company from using such technology in
its manufacturing process and could have a material adverse
effect on the Company's financial condition and results of
operations.

The Company currently has a shareholders' deficiency of $9.0
million as of June 30, 2002, as compared to a shareholders'
deficiency of $9.1 million as of December 31, 2001. This
financial condition presents both short-term and long-term
liquidity issues for the Company.

Management is addressing, and has addressed, the short-term
liquidity situation. In response to declining pricing and
reduced demand for CD-ROM products, management is transitioning
the Company from a disc manufacturing company to a supply chain
solutions company. In addition, management is also focusing on
higher-margin customers in certain industries and reducing the
number of the Company's low-margin disc customers. Finally, the
maturity date of the Company's Credit Facilities was extended
until April 2004.

The Company has generated positive cash flow from operations in
each of the last three fiscal years, as well as in the first two
quarters of 2002. Management believes that the Company's current
focus on its core business customers and continued cost saving
measures will allow it to generate sufficient cash flows to meet
operational needs in 2002. However, there can be no assurance
that such measures will allow the Company to generate sufficient
cash flows for the remainder 2002. Furthermore, additional
actions will need to be taken to address the Company's long-term
liquidity issues as a result of the Company's shareholders'
deficiency.

The Company's loan agreement with the banks includes financial
covenants which require the Company to meet specified cash flow
thresholds over designated periods of time. There can be no
assurance that the Company will be able to meet these cash flow
thresholds over such periods of time.


METROCALL: Committee Seeks Court Nod to Retain Houlihan Lokey
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Metrocall, Inc., expresses its desire
to retain Houlihan Lokey Howard & Zukin Financial Advisors,
Inc., as its financial advisors.

The Committee tells the U.S. Bankruptcy Court for the District
of Delaware that they need Houlihan Lokey to assist in the
critical tasks associated with analyzing and implementing
restructuring alternatives and to help guide it through the
Debtors' reorganization efforts.  The Committee asks the Court
for permission to retain Houlihan.

As financial advisor to the Committee, it is expected that
Houlihan Lokey will:

     a) evaluate the assets and liabilities of the Debtors;

     b) analyze and review the financial and operating
        statements of the Debtors;

     c) analyze the business plan and forecasts of the Debtors;

     d) evaluate all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate      
        protection, and any exit financing in connection with
        any plan of reorganization and any related budgets;

     e) provide such specific valuation or other financial
        analyses as the Committee may require in connection with      
        the case;

     f) assess the financial issues and options concerning the
        sale of any assets and the Debtors' plan of
        reorganization or any other plan of reorganization;

     g) providing testimony in court on behalf of the Committee,
        if necessary.

Houlihan Lokey will look to be paid:

     a) a $150,000 monthly fee, commencing on and effective
        as of June 18, 2002;

     b) a $750,000 transaction fee; and

     c) reimbursement of all reasonable out-of-pocket expenses.

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.


MIDLAND REALTY: Fitch Ups Ratings Over High Subordination Levels
----------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C2,
$30.7 million class B to 'AAA' from 'AA+'. In addition, Fitch
upgrades the following classes: $28.2 million class C to 'AA-'
from 'A+', $23 million class D to 'A-' from 'BBB+', $7.7 million
class E to 'BBB' from 'BBB-', 15.4 million class F to 'BBB-'
from 'BB+', $12.8 million class G to 'BB+' from 'BB' and $5.1
million class H to 'BB' from 'BB-'. The following certificates
are affirmed: $12.3 million class A-1, $210.2 million class A-2,
and interest-only class A-EC at 'AAA'; $12.8 million class J at
'B'; and $7.7 million class K at 'B-'. Fitch does not rate the
$12.3 million class L-1 and interest-only class L-2
certificates. The rating upgrades and affirmations follow
Fitch's annual review of the transaction, which closed in
December of 1996.

The upgrades reflect the increased subordination levels as a
result of amortization, loan payoffs, and strong performance of
the loans in the transaction. As of the July 2002 distribution
date, the pool's collateral balance has been reduced by 26%, to
$378.2 million from $512.1 million at closing. The certificates
are collateralized by 114 fixed-rate mortgage loans consisting
mainly of multifamily (47%), retail (33%), and office (13%)
properties. The pool's geographic concentrations include Texas
(20%) and California (14%).

Midland Loan Services, L.P., the master servicer, collected
year-end 2001 financial statements for 94% of the pool balance.
According to the information provided, the 2001 weighted average
debt service coverage ratio is 1.63 times, compared to the
underwritten and YE 2000 DSCRs for the same loans (92%) of 1.41x
and 1.61x, respectively.

Eight loans (2.1%) are currently in special servicing, including
five that are more than 90 days delinquent. Five cross-
collateralized and cross-defaulted Frank's Nursery & Craft
Stores (1.2%) became delinquent when the borrower for these
loans, a subsidiary of FNC Holdings, Inc., filed for bankruptcy
protection simultaneously with the borrower Feb. 19, 2001. J.E.
Roberts, the special servicer, agreed to modify the loans and
are expected to bring past due interest current and begin paying
a modified principal and interest in September 2002. The
modification includes reduced interest payments and an extension
of the maturities.

This deal also has exposure to Kmart and Ames. Five loans (9%)
have leases or leases guaranteed by Kmart. To date, Kmart has
rejected none of the leases. One loan (0.4%) in special
servicing is secured by a vacant Ames and the borrower is
currently marketing the vacant space.

Despite the loans of concern, the transaction benefits from
increased subordination levels and a strong performance history.
Fitch will continue to monitor this transaction, as surveillance
is ongoing.


MUTUAL RISK: Ability to Continue Operations Remains Uncertain
-------------------------------------------------------------
On March 28, 2002, the Pennsylvania Insurance Commissioner
entered a rehabilitation order with respect to Mutual Risk
Management Ltd.'s insurance subsidiaries domiciled in
Pennsylvania, Legion Insurance Company and Villanova Insurance
Company. In addition, on April 3, 2002, the Illinois Insurance
Commissioner entered a conservation order with respect to Legion
Indemnity Company, the Company's insurance subsidiary domiciled
in Illinois. The Company is still assessing the ramifications to
the Company of these orders and their impact throughout the (i)
Management's Discussion and Analysis of Financial Condition and
Results of Operations; (ii) Financial Statements and
Supplementary Data; and (iii) the Financial Statement Schedules
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001. Until this analysis is complete, the Company
will not be able to complete its first or second quarter 10-Qs.

In addition, the Company's staff has decreased and many of the
individuals responsible for financial reporting have also been
working on negotiations with the senior lenders to restructure
the Company's debt obligations, which has contributed to the
delay in finalizing results. The Company announced on May 3,
2002 that it has reached an agreement in principle to
restructure its senior debt. The proposed restructuring would be
effected through a Scheme of Arrangement under Bermuda Law,
however, the agreement in principle is not binding on the senior
debt holders or the Company and remains subject to final
negotiation, regulatory approval and the approval of other
creditors. The Company and its staff continue to work on
finalizing and, eventually, implementing the proposed
restructuring.

The Company has completed a number of asset sales, which has
contributed to the delay in finalizing first and second quarter
results.

Based on the ongoing developments described, the Company has
been assessing its ability to continue as a going concern and
the effect of these developments on (i) its financial
statements; and (ii) its strategies going forward. Until this
assessment is complete and the Company files its 10-K/A, it is
unable to complete its first or second quarter Form 10-Qs.

The Company's financial results for the second quarter of 2002
will be significantly lower than the corresponding period of
2001. In addition, the results of the Legion Companies will not
be consolidated with the Company's financial results.


NII HOLDINGS: Committee Hires Kilpatrick Stockton as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the a request by the Official Unsecured Creditors Committee of
NII Holdings, Inc., to employ Kilpatrick Stockton LLP as its
counsel, nunc pro tunc to June 7, 2002.

The Committee relates to the Court that Kilpatrick Stockton is
well-suited for the type of representation they need in these
chapter 11 cases.  Kilpatrick Stockton has both national and
international practice and has experience in all aspects of the
law that may arise in these cases.

Kilpatrick Stockton will:

     i) prepare and review all necessary and appropriate
        applications, motions, draft orders, other legal
        pleadings, notices, responses and other documents in
        these Chapter 11 cases and review and analyze various
        documents prepared by the Debtors and other parties in
        the bankruptcy cases;

    ii) counsel the Committee in connection with the
        formulation, negotiation and promulgation of a plan or
        plans of reorganization which the Debtors or others may
        seek to propose; and

   iii) perform all other necessary or appropriate legal
        services in connection with these Chapter 11 cases in
        behalf of the Committee consistent with the role of
        counsel.

Kilpatrick Stockton Professionals likely to render significant
services in these cases are:

          Dennis S. Mier          Partner       $485 per hour
          Alfred S. Lurey         Partner       $485 per hour
          Joel B. Piassick        Partner       $485 per hour
          Todd C. Meyers          Partner       $375 per hour
          Melinda A. Marbes       Partner       $395 per hour
          Michael D. Langford     Counsel       $310 per hour
          Paul M. Rosenblatt      Associate     $295 per hour
          Mathew A. Schuh         Associate     $275 per hour
          David M. Fass           Associate     $215 per hour
          Kathleen M. O'Connell   Associate     $175 per hour

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: Committee Brings-In Fried Frank as Attorneys
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of NTL
Incorporated and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain and employ Fried, Frank, Harris,
Shriver & Jacobson as attorneys.

Fried Frank, as the Committee's counsel, is expected to:

     a) provide legal advice with respect to the Committee's
        rights and interests in the review and negotiation of
        any plan of reorganization and related corporate
        documents;

     b) respond on behalf of the Committee to any and all
        applications, motions, answers, orders, reports and
        other pleadings in connection with the administration of
        the estates in this case; and

     c) perform any other legal services requested by the
        Committee in connection with this chapter 11 case and
        the confirmation and implementation of a plan of
        reorganization, in the Debtors' chapter 11 case.

Fried Frank's hourly rates are:

          Partners             $535 - $885 per hour
          Of Counsel           $495 - $685 per hour
          Special Counsel      $480 - $515 per hour
          Associates           $255 - $440 per hour
          Legal Assistants     $130 - $195 per hour

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: Mitsubishi & Marubeni Secure Adequate Protection
----------------------------------------------------------------
On August 14, 2002, Judge Squires approved the Stipulation
granting adequate protection to Mitsubishi Corporation and
Marubeni Corporation.  The parties stipulate and agree that:

  (a) National Steel Corporation and its debtor-affiliates
      will make provisional payment on a monthly basis of:

        (i) the reasonable fees and expenses of legal
            professionals incurred by each of Mitsubishi and
            Marubeni from and after the Petition Date, based
            upon submission of monthly fee statements similar
            to those submitted by the professionals for the
            Creditors' Committee;

       (ii) the reasonable fees and expenses of an appraisal
            expert identified to National Steel by Mitsubishi
            or Marubeni as performing evaluation services for
            their joint or individual benefit; provided
            however, that if the Evaluation Expert retained by
            Mitsubishi or Marubeni is to be compensated on a
            flat monthly fee basis, the monthly fee will not
            exceed $125,000 per month;

      (iii) the reasonable fees and expenses of outside counsel
            to the Indenture Trustee; and

       (iv) The fees and expenses will be subject in all re
            respect to the process for payment of fees and
            expenses, as well as interim and final approval by
            the Bankruptcy Court;

    (b) The Noteholders are granted liens and security interests
        in all of the Debtors' assets not constituting Granite
        City Collateral.  The Noteholders' Adequate Protection
        Liens will be:

        (i) pursuant to the terms and conditions of the
            Subordination Agreement, junior and subordinate to
            the liens granted on the Noteholders' Adequate
            Protection Collateral to the lenders under the
            Debtors' DIP Facility, and any other valid,
            enforceable liens on the Noteholders' Adequate
            Protection Collateral in existence on the Petition
            Date to which the DIP Facility liens are subject;

       (ii) senior and superior to any liens granted on the
            Noteholders' Adequate Protection Collateral that
            secure any prepetition or postpetition claims of
            NKK Corporation or its affiliates;

      (iii) subject and subordinate to the Carve-Out; and

       (iv) ratable on a pari passu basis with any adequate
            protection liens granted by the Debtors in the
            Noteholders' Adequate Protection Collateral to any
            other party entitled to adequate protection as may
            be agreed to by the Debtors;

  (c) Mitsubishi is granted liens and security interests in all
      of the Debtors' assets cot constituting Great Lakes
      Collateral.  The Mitsubishi Adequate Protection Liens
      will be:

        (i) pursuant and subject to the terms and conditions of
            the Subordinated Agreement, junior and subordinate
            to the liens granted on the Mitsubishi Adequate
            Protection Collateral to the DIP Lenders under the
            DIP Facility, and any other valid, enforceable
            liens on the Mitsubishi Adequate Protection
            Collateral in existence on the Petition Date to
            which the DIP Facility liens are subject;

       (ii) senior and superior to any liens granted on the
            Mitsubishi Adequate Protection Collateral, that
            secure any prepetition or postpetition claims of
            NKK Corporation or its affiliates;

      (iii) subject and subordinate to the Carve-Out; and

       (iv) ratable on a pari passu basis with any adequate
            protection liens granted by the Debtors in the
            Mitsubishi Adequate Protection Collateral to any
            other party entitled to adequate protection as may
            be agreed to by the Debtors;

  (d) The Noteholders' Adequate Protection Liens and
      Mitsubishi's Adequate Protection Liens granted in this
      Stipulation will not be superior to any valid and
      enforceable liens on the Adequate Protection Collateral
      in existence as of the Petition Date or that arise after
      the Petition Date asserted by the City of River Rouge or
      Treasurer for Wayne County, Michigan;

  (e) Subject to the further approval of the Bankruptcy Court,
      the Debtors may also grant adequate protection liens on
      the Noteholders Collateral as adequate protection to
      other secured creditors, provided however, that:

        (i) the liens will be junior, subject to subordinate in
            every and all respect to the Noteholders Liens on
            the Noteholders Collateral; and

       (ii) the holders of the junior liens will be subject in
            all respects to an agreement incorporating terms
            substantially similar to those set forth in the
            Subordination Agreement;

  (f) The Noteholders' Adequate Protection Liens will secure:

        (i) interest on the principal amounts owing and
            accruing under the Granite City Loan Notes since
            the Petition Date at the Overdue Interest Rate
            specified in the Granite City Loan Agreement;

       (ii) any fees, costs and charges provided for under the
            Granite City Loan Agreement; and

      (iii) the amount of diminution of the value of the
            Granite City Collateral after the Petition Date;

  (g) The Mitsubishi Adequate Protection Liens will secure:

        (i) interest on the principal amounts owing and
            accruing under the Great Lakes Loan Notes since the
            Petition Date at the Overdue Interest Rate
            specified in the Great Lakes Loan Agreement;

       (ii) any fees, costs and charges provided for under the
            Great Lakes Loan Agreement; and

      (iii) the amount of diminution of the value of the Great
            Lakes Collateral after the Petition Date;

  (h) Consistent with the DIP Order, if any an unwaived event
      of default under the DIP Facility and DIP Lenders
      exercise their rights and remedies upon any of the
      Adequate Protection Collateral or Noteholders Collateral,
      then the automatic stay under Section 362 of the
      Bankruptcy Code will, at that time, be deemed modified
      to the extent necessary to allow Mitsubishi or Marubeni
      to exercise any rights or remedies that each may have
      under non bankruptcy law with respect to the Noteholders
      Collateral and the Adequate Protection Collateral only,
      to the provisions of the Subordination Agreement;

  (i) The Debtors waive any:

        (i) right to contest:

            (1) the amount, priority, validity and
                enforceability of the:

                  -- Noteholders' claims under the Granite City
                     Loan Notes or the Granite City Loan
                     Agreement as of the Petition Date and the
                     Granite City Guaranty; and

                  -- Mitsubishi's claims under the Great Lakes
                     Loan Notice or the Great Lakes Loan
                     Agreements as of the Petition Date and the
                     Great Lakes Guaranty; and

            (2) the validity, extent, enforceability, priority,
                and perfection of the Granite City Liens on the
                Granite City Collateral and the Great Lakes
                Liens on the Great Lakes Collateral; and

       (ii) claim or cause of action against the Noteholders or
            Mitsubishi under Chapter 5 of the Bankruptcy Code or
            otherwise;

      It is provided that, as with the provisions in the Final
      DIP Order relating to the claims and liens of the Debtors'
      prepetition senior secured bank group, the Creditors'
      Committee and other parties-in-interest will have until
      November 12, 2002 to file appropriate pleadings to
      challenge the liens or claims or to assert any Causes of
      Action against the Noteholders.  Otherwise, the Causes of
      Action will be released and permanently waived;

  (j) The Debtors will provide Mitsubishi, Marubeni, and their
      respective advisors copies of all reports furnished to the
      Creditors' Committee, subject to the execution by
      Mitsubishi, Marubeni, and their advisors of
      confidentiality agreements; provided that materials
      addressing or relating to disputes or potential disputes
      with either Mitsubishi or Marubeni will not be furnished
      to them, as the case may be;

  (k) The Debtors agree that the Lease is a "true lease" subject
      to Section 365 of the Bankruptcy Code rather than an
      agreement that provides for financing and the grant of a
      security interest.  The Debtors waive any right to
      contest the validity and enforceability of the Lease as a
      "true lease"; provided, however, that the Creditors'
      Committee will until October 13, 2002 to file pleadings to
      challenge the characterization of the Lease as a "true
      lease";

  (l) So long as the Lease has not been rejected, National
      Acquisition agrees to make all payments under the Lease
      when due, other than the June 24 Lease Payment and to
      comply with all terms of the Lease.  The $11,565,508 Lease
      payment due on June 24, 2002 is payable as follows;

        (i) $7,053,689 as Postpetition Rent Payment for the
            period between March 6, 2002 and June 24, 2002; and

       (ii) $4,511,819 as Prepetition Rent Payment for the
            period between December 25, 2001 and March 5, 2002,
            which will be paid, without interest;

  (m) Notwithstanding anything to the contrary set forth in the
      Toll Processing Agreement, the Double G Loan Agreement or
      any Basic Agreement, National Steel will pay to Double G,
      on a bi-monthly basis, an amount equal to the pro rata
      portion for that bi-monthly period of the amount of the
      Tranche A Permanent Loan Borrowings next scheduled to be
      repaid to the Lenders under the Double G Loan Agreement
      for payment by Double G to the Lenders on the date of that
      next scheduled repayment of Tranche A Permanent Loan
      Borrowings --- as repayment thereof under the Double G
      Loan Agreement.  All other terms of the Toll Processing
      Agreement, the Double G Loan Agreement and the Basic
      Agreements will remain in full force and effect;

  (n) Mitsubishi and Marubeni are granted relief from the
      automatic stay so they can make written payment demand on
      National Steel under the National/Mitsubishi Reimbursement
      Agreement and the National/Marubeni Reimbursement
      Agreement;

  (o) The Debtors acknowledge that the Owner Trustee and the
      Indenture Trustee are third party beneficiaries of this
      Stipulation in respect of the Lease and that the Double G
      Noteholders other than Mitsubishi are third party
      beneficiaries of this Stipulation in respect of the Double
      G Loan Agreement, the Toll Processing Agreement and any
      other Basic Agreement;

  (p) Based on the execution of a confidentiality agreement with
      respect to the tasks to be performed by the Evaluation
      Expert, the Debtors will timely cooperate in providing to
      the Evaluation Expert access to any of the Debtors'
      facilities on reasonable notice as is reasonably required
      for the performance of the Evaluation Expert's services
      and asset records, historical financial statements,
      budgets and business planning forecasts, appraisal
      reports and any other information that will aid in the
      Evaluation Expert's analysis and evaluation of:

           * the Granite City Collateral;
           * the Ecorse Caster Facility; and
           * the Great Lakes Collateral.

  (q) The Debtors, Mitsubishi, and Marubeni each reserve on
      their own behalf --- and to the extent applicable, on
      behalf of the third party beneficiaries herein --- all of
      their respective rights with respect to all valuation and
      adequate protection issues.  The Debtors reserve all of
      their rights as to whether Mitsubishi or Marubeni are
      entitled to adequate protection and, if so, in what matter
      and amount, including without limitation:

        (i) whether or not there is or has been any diminution
            in the value of the Noteholders Collateral; and

       (ii) whether the payments of fees and expenses should be
            allocated to the principal amounts outstanding under
            the Loan Notes;

  (r) If the Debtors agree to provide adequate protection to any
      other secured creditor, then the Debtors may agree to
      grant that adequate protection only on terms substantially
      similar to or less favorable than those granted hereunder,
      unless with respect to any superior terms including the
      provision of any periodic cash payments, the Debtors
      provide those terms to Mitsubishi, Marubeni, and, to the
      extent applicable, the third party beneficiaries;

  (s) On not less than 30-days' notice to the Debtors, the
      Creditors' Committee, and Agent for the DIP Lenders, each
      of Mitsubishi or Marubeni may terminate its obligations
      under this Stipulation and seek further adequate
      protection for any reason.  Upon any termination, all
      obligations of the Debtors set forth herein in respect to
      the party electing to terminate its obligations under this
      Stipulation will cease;

  (t) In the event Marubeni or Mitsubishi terminates its
      obligations under this Stipulation for any reason EXCEPT:

      --- National Steel's breach of its obligations under the
          Stipulation;

      --- in response to a Third Party Termination Notice; or

      --- in response to a DIP Lender Enforcement Event;

      the terminating party will, on the Effective Date of
      Termination, disgorge that portion of the June 24 Lease
      Payment --- Net Prepetition Lease Payment --- that is
      attributable to the period before March 6, 2002 that was
      received by the terminating party.  If Marubeni or
      Mitsubishi gives a notice of termination of the
      Stipulation:

        (i) within the first 30 days after the Stipulation Date,
            the terminating party will disgorge 100% of the Net
            Prepetition Lease Payment;

       (ii) during the period beginning on the 31st and through
            the 60th day after the Stipulation Date, the
            terminating party will disgorge 66% of the Net
            Prepetition Lease Payment;

      (iii) during the period beginning on the 61st and through
            the 90th day after the Stipulation Date, the
            terminating party will disgorge 33% of the Net
            Prepetition Lease Payment; and

       (iv) on or after the 91st day after the Stipulation Date,
            the terminating party will have no obligation to
            disgorge any portion of the Net Prepetition Lease
            Payment;

  (u) Any disgorgement made by Mitsubishi or Marubeni will be
      without prejudice to Mitsubishi, Marubeni or any third
      party beneficiary to recover the disgorgement payment,
      plus interest.  This is in case National Acquisition
      assumes the Lease. (National Steel Bankruptcy News, Issue
      No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Wants to Keep Plan Filing Exclusivity Until Dec. 16
----------------------------------------------------------------
Michael J. Merchant, Esq., at Richards, Layton, & Finger, PA, in
Wilmington, Delaware, relates that, during the period since the
Court's initial extension of the Exclusive Periods in these
Chapter 11 cases, NationsRent Inc., and its debtor-affiliates
have made substantial progress, contrary to the assertions by
the Creditors' Committee.  The Debtors achieved notable
successes in a variety of matters, including:

1. Equipment Lease Review Program:  The Debtors implemented the
   Equipment Lease Review Program in order to determine which of
   their equipment leases they intend to assume, reject,
   recharacterize or renegotiate.  In addition, the Debtors
   retained Ritchie Bros. to appraise the Debtors' equipment and
   Quiktrak to audit the equipment.  The Debtors have also
   submitted proposals and commenced discussions with all of
   their equipment providers regarding the possible
   renegotiation of their equipment agreements.  As a result of
   these negotiations, the Debtors are beginning to reach
   possible settlements with certain equipment providers;

2. Equipment Lease Recharacterization Litigation: After a review
   of the agreements with their equipment providers, the Debtors
   commenced adversary proceedings against certain lessors to
   recharacterize as financing agreements their equipment
   agreements that are denominated as leases;

3. Claims Process: The Court established August 5, 2002 as the
   bar date for filing proofs of claim;

4. Business Plan Strategies: Having finalized their business
   plan, the Debtors have begun to implement the strategic
   initiatives contemplated by the business plan;

5. Plan of Reorganization: The Debtors filed their Plan and
   Disclosure Statement on June 18, 2002;

6. Unexpired Nonresidential Real Property Leases: The Debtors
   obtained Court approval to extend their lease decision
   period, except for those few nonresidential leases through
   the confirmation of the reorganization plan.  To assist them
   in reviewing and evaluating their unexpired nonresidential
   real property leases, the Debtors have retained Keen
   Consultants LLC as real estate consultants;

7. Selection of a New CEO: The Debtors finally selected D. Clark
   Ogle as their new CEO; and

8. Tort Lift Stay Actions: The Debtors responded to numerous
   motions for relief from the automatic stay to prosecute
   litigation claims against the Debtors.

"Although there can be no assurance that current discussions and
actions, including the further negotiation and refinement of the
Plan, will ultimately lead to the confirmation of the Plan, it
is appropriate to extend the Exclusive Periods at this stage in
the chapter 11 cases," Mr. Merchant asserts.  With the help of
their major creditor constituencies, the Debtors intend to build
consensus and facilitate negotiations that will ultimately lead
to the confirmation of the Plan, as modified.  No purpose would
be served by allowing the Exclusive Periods to expire while
these discussions are ongoing.

By this motion, the Debtors ask the Court to extend the
exclusive plan-filing deadline to December 16, 2002 and the
exclusive period for solicitation of acceptances to February 17,
2003.

Mr. Merchant contends that terminating the exclusive periods
would only distract the parties and delay or derail productive
negotiations among the Debtors and their key creditor
constituencies.  The Debtors must be permitted to complete the
process that they have already begun in order to be able to seek
confirmation of the Plan, as modified through negotiation.

Mr. Merchant also points out that, at this relatively early
stage in these cases, the new CEO -- Mr. Ogle -- should be
afforded the opportunity to review the business plan without the
distraction of any third party competing plan or plans of
reorganization that may be proposed.

The Court will convene a hearing regarding the motion on
September 5, 2001.  By application of the Local Bankruptcy Rules
applicable in the District of Delaware, the exclusive filing
period is automatically extended through the conclusion of that
hearing. (NationsRent Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEOTHERAPEUTICS: Has Until Nov. 11 to Meet Nasdaq Requirements
--------------------------------------------------------------
NeoTherapeutics, Inc., (Nasdaq: NEOT) announced that NASDAQ has
notified the Company that it is not in compliance with NASDAQ's
requirement to maintain a minimum market value of publicly held
shares of $5,000,000 for continued listing on the NASDAQ
National Market.

The Company has until November 11, 2002 to regain compliance
with NASDAQ's minimum market value requirement. Under NASDAQ
rules, NeoTherapeutics may demonstrate compliance by maintaining
a minimum market value of publicly held shares of $5,000,000 or
greater for a minimum of 10 consecutive trading days by that
date. If the Company is unable to demonstrate compliance by that
date, the Company may appeal a determination that it be delisted
from the NASDAQ National Market, or it may decide to file an
application to be transferred to the NASDAQ SmallCap Market
prior to November 11, 2002. However, the Company would have to
satisfy the continued listing requirements for that market,
which include a minimum market value of publicly held shares of
$1,000,000. In addition to the minimum market value of publicly
held shares requirement, the Company must maintain compliance
with certain other quantitative standards for continued listing
on the NASDAQ National Market.  The Company is currently not in
compliance with some of these standards. The Company previously
received notice from NASDAQ on June 12, 2002, that it is not in
compliance with NASDAQ's minimum bid price per share requirement
of $1.00. The Company has yet to regain compliance with that
requirement, and has until September 10, 2002 to do so.

NeoTherapeutics seeks to create value for stockholders through
the discovery and out-licensing of drugs for central nervous
system disorders and the in-licensing and commercialization of
anti-cancer drugs. Neotrofin(TM) is in clinical development in
Parkinson's disease, spinal cord injury and chemotherapy-induced
neuropathy. Satraplatin, the Company's lead oncology drug, is
being prepared for a phase 3 study in prostate cancer.
Additional anti-cancer drugs are in phase 1 and 2 stages of
development for bladder cancer and non-Hodgkin's lymphoma. The
Company has a rich pipeline of pre-clinical neurological drug
candidates for important human disorders such as attention
deficit hyperactivity disorder, schizophrenia, dementia, mild
cognitive impairment, anxiety and pain. For additional
information visit the Company's Web site at http://www.neot.com


ORBIT/FR INC: Gets Extension of Time to Meet Nasdaq Requirements
----------------------------------------------------------------
As previously reported, on February 14, 2002, the staff of The
Nasdaq Stock Market, Inc., notified the Company that it was not
in compliance with Marketplace Rule 4310(C)(4) because the
minimum closing bid price for its Common Stock had been below
$1.00 per share for a period of thirty consecutive days. The
Staff initially advised the Company that it would be given a
period until August 13, 2002 within which to comply with the
minimum bid price requirement in order to maintain its listing
on The Nasdaq SmallCap Market. On August 14, 2002 the Staff
further advised the Company that in light of its compliance with
the initial listing requirements for the Nasdaq SmallCap market
related to stockholders' equity, the Company has been granted an
additional 180 days' grace period to demonstrate compliance.

ORBIT/FR, Inc., (Nasdaq: ORFR) develops, markets and supports
sophisticated automated microwave test and measurement systems
for the wireless communication, satellite, automotive and
aerospace/defense industries.


OUTBOARD MARINE: Substantive Consolidation Hearing on Sept. 23
--------------------------------------------------------------
                UNITED STATES BANKRUPTCY COURT
            FOR THE NORTHERN DISTRICT OF ILLINOIS
                       EASTERN DIVISION

    IN RE:                   )     Chapter 7
    OUTBOARD MARINE          )     Case No. 00 B 37405
    CORPORATION, et al.,     )     (jointly Administered)
                             )     Hon. Ronald Barliant
                 Debtors.    )     Alex D. Moglia, Trustee     

                NOTICE OF HEARING ON TRUSTEE'S
                    MOTION TO SUBSTANTIVELY
                 CONSOLIDATE DEBTORS' ESTATES

On July 9, 2002, Alex D. Moglia not individually, but as trustee
for the chapter 7 estates of Outboard Marine Corpoartion and
certain of its related entities, filed a motion in the United
Bankruptcy Court for the Northern District of Illinois, Eastern
Division to substantively consolidate the chapter 7 bankruptcy
estates of the following Debtors: Outboard Marine Corporation
(00-37405); OMC Recreational Boat Group, Inc. (00-37409); OMC
Fishing Boat Group, Inc. (00-37410); OMC Aluminum Boat Group,
Inc. (00-73413); OMC Latin America/Caribbean, Inc. (00-37414);
Recreational Boat Group Limited Partnership (00-37415); Outboard
Marine Transportation Corporation (00-37418); OMCEMA , Inc. (
00-37521) and OMC Nevada, Inc. (00-37423). If the Trustee's
motion is granted , the assets and liabilities of each of the
Debtors will be treated as if they were part of one bankruptcy
estate. A copy of the motion is available at the office of the
Clerk of the Bankruptcy Court at the address listed below, or on
the Court's web site at http://www.ilnb.uscourts.gov

The Court has set a deadline of September 9, 2002 by which all
objections to the Trustee's Motion must be filed, in writing,
with the Clerk of the United States Bankruptcy Court for the
Northern District of Illinois, 219 S. Dearborn, 7th Floor,
Chicago, Illinois 60604. A copy of all written objections must
also be served on the United States Trustee, 227 West Monroe,
Suite 3350, Chicago, Illinois 60606, and counsel for the
Trustee, Steven B. Towbin, D'Ancona & Pflaum LLc, 111 E. Wacker
Drive, Suite 2800, Chicago, Illinois 60601.

The Court will hold final hearing on the Trustee's Motion and
any objections filed with respect thereto on September 23, 2002
at 10:30 a.m. in Courtroom 742 of the Dirksen Federal Building,
219 South Dearborn, Chicago, Illinois. If you wish to present an
objection, you must appear at that time. If you would like to
participate in the hearing by telephone, contact Toni Alford at
(312) 602-2299.     


OWENS CORNING: Wins Approval to Expand PwC's Engagement
-------------------------------------------------------
Owens Corning and its debtor-affiliates obtained permission from
the Court to expand the employment and retention of
PricewaterhouseCoopers LLP, the Debtors' Special Financial
and Tax Advisor, nunc pro tunc to April 4, 2002.  In addition to
the advisory services it has rendered, the Debtors engage PwC as
the Debtors' independent public accountants, replacing Arthur
Andersen LLP.

With the Court's approval, PwC will render these additional
services in the Debtors' cases:

A. Audit the consolidated financial statements of the Company at
   December 31, 2002 and for the year ending or those other
   years as the parties agree in future engagement letters;

B. Review the Company's un-audited quarterly financial
   statements and related data;

C. Provide information to be included in the Company's reports
   filed with the Securities and Exchange Commission;

D. Audit the financial statements of the Company's employee
   benefit plans for the year ended December 31, 2001 and other
   years as the parties agree in future engagement letters; and,

E. Provide other assurances related services including carve-out
   audits and other special projects as requested by the
   Debtors' management.

PwC will be paid in accordance with the hourly rates of its
professionals, who will be paid in accordance with billing
category range of the firm:

                  Position                       Range
                  --------                       -----
         Partner and Principals                $580-889
         Senior Managers and Managers           425-698
         Staff and Senior Associates            180-469
         Support/Administrative Staff            89-103

These professionals are expected to have primary responsibility
for providing the additional services to the Debtors, with their
hourly rates:

                  Peter Kelley    $682
                  Sharad Jain      682
                  Ted Young        733

PwC will also be paid its annual fees for auditing services,
pegged at $1,750,00, exclusive of out-of-pocket expenses.  This
is less than the amount actually paid to the Debtors' prior
auditor. (Owens Corning Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PPL CORP: Brazilian Unit Files for Court Protection in Brazil
-------------------------------------------------------------
Due to the recent denial of emergency rate relief and the
inability to obtain support from creditors for a proposed sale,
PPL Corporation's (NYSE: PPL) Brazilian electric distribution
company, Companhia Energetica do Maranhao, filed a concordata
preventiva, the Brazilian equivalent of a U.S. Chapter 11
bankruptcy, with a state court in Brazil.

William Hecht, PPL's chairman, president and chief executive
officer, said that Wednesday's action is consistent with PPL's
previously announced plans to exit CEMAR.  "This action will
have no impact upon PPL's previously announced earnings guidance
for 2002, of between $3.30 and $3.50 per share from core
operations," said Hecht.

In January of this year, PPL announced that it intended to write
off its entire investment in CEMAR as the result of a prolonged
drought, electricity rationing, an uncertain regulatory climate
and a malfunctioning wholesale electricity market.  The company
wrote off $217 million in reporting its fourth quarter 2001
earnings and then the remaining $100 million in the first two
quarters of this year.  As a result, Hecht said, the company has
written down its investment in Brazil to zero.

In announcing the write-offs, the company said that it was
pursuing a workout plan, which included a possible sale of
CEMAR, but that this workout would not extend beyond the end of
2002.

The workout plan included a request for emergency tariff relief,
which was turned down by Brazil's National Electrical Energy
Agency, and a proposed sale of CEMAR.  "During the concordata
period, PPL will continue to explore the possible sale of
CEMAR," Hecht said.

Last month, PPL announced a proposal for the sale of its 90
percent interest in CEMAR to Franklin Park Energy LLC of McLean,
Va.

While that transaction still is under review by ANEEL, the
concordata filing has been precipitated by conditions imposed on
the sale by CEMAR's creditors, according to Hecht.  
"Unfortunately, these conditions have left CEMAR with no choice
but to pursue a concordata," said Hecht.

CEMAR provides electricity delivery service to more than 1
million customers in the northeastern Brazilian state of
Maranhao.  PPL's other Latin American electricity distribution
companies, located in Chile, Bolivia and El Salvador, are
unaffected by the situation in Brazil.

PPL Corporation, headquartered in Allentown, Pa., controls
nearly 11,500 megawatts of generating capacity in the United
States, sells energy in key U.S. markets, and delivers
electricity to customers in Pennsylvania, the United Kingdom and
Latin America.

As of June 30, 2002, PPL Corp.'s balance sheet shows a working
capital deficit of about $79 million.


PACIFIC GAS: Files Sworn Statements Under SEC Order No. 4-460
-------------------------------------------------------------
As widely publicized, on June 27, 2002, the SEC ordered CEOs and
CFOs of large companies to file sworn statements attesting to
the accuracy of their employer's financial statements pursuant
to Section 21(a)(1) of the Securities Exchange Act of 1934.

The Order requires the principal financial officer and the
principal executive officer of the Companies to:

(a) file a written statement, under oath, including a statement
    declaring whether or not the contents of that statement have
    been reviewed with the company's audit committee, or

(b) file a written statement, under oath, describing the facts
    and circumstances that would make such a statement incorrect
    and declaring whether or not the contents of that statement
    have been reviewed with the company's audit committee.

Under the Order, the officers must personally attest that the
Companies' most recent periodic reports are materially truthful
and complete or explain why such a statement would not be
correct.

As these statements are nearly certain to be material
information regarding the Companies, the SEC requires that,
until publicly disclosed, the statements should be handled in
the same manner as all other material non-public information of
the Companies.

Although Pacific Gas and Electric Company is not subject to the
rule because is not a public company, its Parent, PG&E Corp.,
is.

The principal executive officer, Robert D. Glynn, Jr., and the
principal financial officer, Peter A. Darbee, of PG&E
Corporation have each submitted to the SEC a sworn statement.

In their sworn statements dated August 1, 2002, Mr. Glynn and
Mr. Darbee attest that:

(1) Based upon a review of the covered reports of PG&E
    Corporation, and, except as corrected or supplemented in a
    subsequent covered report:

    (a) no covered report contained an untrue statement of a
        material fact as of the end of the period covered by
        such report -- or in the case of a report on Form 8-K or
        definitive proxy materials, as of the date on which it
        was filed; and

    (b) no covered report omitted to state a material fact
        necessary to make the statements in the covered report,
        in light of the circumstances under which they were
        made, not misleading as of the end of the period covered
        by such report -- or in the case of a report on Form 8-K
        or definitive proxy materials, as of the date on which
        it was filed.

(2) They have reviewed the contents of these statements with
    PG&E Corporation's audit committee;

(3) In these statements under oath, each of these, if filed on
    or before August 1, 2002, is a "covered report":

    -- PG&E Corporation's Annual Report on Form 10-K for the
       year ended December 31, 2001, filed with the Commission;

    -- all reports on Form 10-Q, all reports on Form 8-K and all
       definitive proxy materials of PG&E Corporation filed with
       the Commission subsequent to the filing of the Form 10-K;
       and

    -- any amendments to any of the foregoing. (Pacific Gas
       Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)    


PILGRIM AMERICA: S&P Downgrades Ratings on Class A & B Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Pilgrim America CBO I Ltd., an
arbitrage CBO transaction originated in July of 1998. The rating
on the class A notes is lowered to double-'B'-plus, from single-
'A'-minus. The rating on the class B notes is lowered to double-
'C', from triple-'C'-minus. At the same time, both ratings are
removed from CreditWatch with negative implications, where they
were placed on August 12, 2002.

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

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

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

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

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

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Pilgrim America CBO I 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. After the results of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings currently assigned to the class A and B notes were
no longer consistent with the amount of credit enhancement
available, resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings reflect the amount of
credit enhancement available.

           Ratings Lowered And Removed From Creditwatch

                   Pilgrim America CBO I Ltd.

                         Rating
           Class    To          From       Balance ($ mil.)
           A        BB+         A-/Watch Neg        165.638
           B        CC          CCC-/Watch Neg       41.000


PROPRIETARY IND.: Requests Trading Halt as It Revises Statements
----------------------------------------------------------------
Proprietary Industries Inc., expects to be announcing revisions
to its previously issued financial statements that may be
significant. Proprietary has requested that trading in its
shares be halted until accurate financial information can be
provided to the investing public. Proprietary expects to be able
to make an announcement within the next two months concerning
these issues. In addition to the trading halt request,
Proprietary made a joint application with the staff of the
Alberta Securities Commission requesting that the Commission
issue a temporary Cease Trade Order in the common shares of
Proprietary. The ASC issued the Cease Trade Order and the Order
remains in effect until September 5, 2002, or as further
extended, at which point its status will be reviewed.
Proprietary will request the lifting of the Order when its
public disclosure record is up to date.

Proprietary expects that it will be able to resolve its
regulatory matters with the ASC during the period the Order is
in effect and looks forward to rationalizing and further
developing Proprietary's operating assets.

Proprietary also announced the termination of employment of Mr.
Peter Workum and Mr. Theodor Hennig effective immediately and
expects that each of Messrs. Workum and Hennig will also be
submitting their resignations as directors of Proprietary and
all related companies. Messrs. Charles Raymond, Rodney Gibson,
Donald Holmstrom and Grant Sardachuk continue as Proprietary's
interim management team.

Proprietary is based in Calgary, Alberta and listed on the
Toronto and Swiss Stock Exchanges trading under the symbol PPI.
Proprietary is a principal merchant bank that owns, manages and
deals in a portfolio of financial, natural resource and real
estate interests.


QSERVE COMMS: Trustee Wants to Continue Niewald's Engagement
------------------------------------------------------------
George Johnson, the Chapter 11 Trustee for qSERVE
Communications, Inc.'s bankruptcy estates, asks the U.S.
Bankruptcy Court for the Western District of Missouri for
permission to employ Niewald Waldeck & Brown as his counsel.

Upon appointment of a Chapter 11 Trustee, the Official Unsecured
Creditors' Committee dissolved in order to avoid duplicating
expenses to the estate.  Niewald Waldeck & Brown served as
counsel to the Committee as counsel.  The Chapter 11 Trustee
desires to continue the employment of the law firm to represent
creditors' interests in this case.

As insolvency counsel to the Trustee, Niewald Waldeck is
expected to:

     (a) advise the Chapter 11 Trustee with respect to his
         rights, duties and powers as a Chapter 11 Trustee;

     (b) advise the Chapter 11 Trustee with respect to the
         terms, conditions and documentation of financing
         agreements, cash collateral orders and related
         transactions;

     (c) represent the Chapter 11 Trustee in matters involving
         contests with the Debtor, alleged secured creditors and
         other third parties;

     (d) investigate and advise the Chapter 11 Trustee with
         respect to the taking of such actions as may be
         necessary to collect and, in accordance with applicable
         law, recover property for the benefit of the estate;

     (e) prepare on behalf of the Chapter 11 Trustee such
         applications, motions, pleadings, orders, notices,
         schedules and other documents as may be necessary and
         appropriate, and to review the financial and other
         reports to be filed herein;

     (f) advise the Chapter 11 Trustee concerning and to prepare
         responses to applications, motions, pleadings, notices
         and other documentation which may be filed and served
         herein;

     (g) investigate the acts, conduct, assets, liabilities, and
         financial condition of the Debtor, the operations of
         the Debtor's business and the desirability of the
         continuance of such business and to advise the Chapter
         11 Trustee regarding the same;

     (h) counsel the Chapter 11 Trustee in connection with the
         formulation, negotiation and promulgation of a plan of
         reorganization and related documents, if applicable, or
         in connection with conversion of this matter to a
         Chapter 7 proceeding; and

     (i) perform such other legal services for and on behalf of
         the Chapter 11 Trustee as may be necessary or
         appropriate in the administration of this case.

Niewald Waldeck's hourly rates are:

          Partners             $180
          Associates           $130
          Paralegals           $ 70

The professionals expected to have primary responsibility for
this case are:

          Frank Wendt             shareholder    $180 per hour
          Vincent F. O'Flaherty   shareholder    $180 per hour
          Greer S. Lang           associate      $130 per hour
          Kyle Hommes             paralegal      $ 70 per hour

qServe Communications, Inc., is an engineering and construction
firm serving the wireless and broadband industries offering
management, installation, erection, inspection, testing and
maintenance services to the communications industry. The Company
filed for chapter 11 protection on June 21, 2002. John Joseph
Cruciani, Esq., at Lentz & Clark, PA represents the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed an estimated debt of over $10
million.


RAZORFISH INC: Commences Trading on Nasdaq SmallCap Market
----------------------------------------------------------
Razorfish, Inc. (NASDAQ: RAZF), the digital solutions provider,
announced that its common stock was transferred to The Nasdaq
SmallCap Market effective at the start of trading Thursday,
August 22, 2002. The transfer occurred while the Nasdaq Listing
Qualifications Panel completes its review of the Company's
transfer application.

The Company retains the ticker symbol "RAZF" and investors
should experience no material difference in how they obtain
stock price quotes or news about the Company. In addition, the
transfer should not affect how the Company's shares are bought
or sold.

Razorfish is a digital strategy and services provider that helps
organizations leverage technology to improve productivity,
increase revenue and reduce costs. Through expertise in design,
user experience and technology, Razorfish builds enterprise
portals and other interactive solutions that help clients
enhance their relationships with their customers, employees,
suppliers and partners. Razorfish is headquartered in New York
and has offices in Boston, Los Angeles, San Francisco, Silicon
Valley, and Tokyo. Recent Razorfish clients include Cisco
Systems, Western Union, VERITAS, Microsoft, Fortis, Inc.,
Manulife Financial, Ford Motor Company, and GlaxoSmithKline. For
more information visit: http://www.razorfish.com


SHOP AT HOME: S&P Revises Outlook on Junk Rating to Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its triple-'C'-plus
corporate credit and senior secured debt ratings on Shop At Home
Inc., remain on CreditWatch where they were placed on April 1,
2002. However, following the announcement that The E.W. Scripps
Co. will acquire 70% of the company's television and Internet
shopping network, the CreditWatch implications have been revised
to developing from negative.

Nashville, Tennessee-based Shop at Home had total debt
outstanding on March 31, 2002, of $93.1 million.

Scripps will acquire the 70% stake for $49.5 million in cash.
Shop At Home will hold a 30% stake in the new entity. The
proceeds from the transaction will be used by Shop At Home to
pay down existing debt. The transaction is expected to close by
the end of the fourth quarter of 2002.

"Resolution of the CreditWatch listing will be determined by the
outcome of the proposed transactions", said Standard & Poor's
credit analyst Andy Liu. "Once the transactions are completed,
contingent on Shop At Home's use of the proceeds to repay the
rated debt, the corporate credit and senior secured debt ratings
will likely be withdrawn".

After the sale, Shop At Home will continue as an independent
company with five UHF stations in addition to its 30 percent
stake in the new entity. Its stations will continue to broadcast
home shopping programming under a three-year agreement with the
right to terminate after 15 months. The transaction will help
the company exit the unprofitable shopping network business and
alleviate the pressure on discretionary cash flow.


SPECTRASITE: Bank Lenders Agree to Amend Senior Credit Facility
---------------------------------------------------------------
SpectraSite Holdings, Inc. (NASDAQ: SITE), one of the largest
wireless tower operators in the United States, announced that
SpectraSite Communications, Inc., the Company's operating
subsidiary, and its bank lenders have amended SpectraSite
Communications' senior credit facility.

This amendment provides the Company with greater flexibility as
it seeks to restructure SpectraSite Holdings' outstanding senior
debt. The amendment, among other things:

     --  provides for an overall loosening of the credit
facility's financial covenants until the earlier of September
30, 2003 or the date that SpectraSite Holdings completes an
acceptable restructuring of its high yield indebtedness,

     --  allows the sale of the Company's network services and
broadcast businesses,

     --  waives certain potential events of default through
September 30, 2003, and

     --  eliminates, in certain circumstances, the requirement
that SpectraSite Holdings not have a going concern qualification
in its audited financial statements for 2002.

To obtain these amendments, the Company agreed to, among other
things:

     --  increase the interest rates under the credit facility
by 50 basis points per annum until SpectraSite Holdings
completes an acceptable restructuring of its high yield
indebtedness,

     --  pay interest and commitment fees monthly (rather than
quarterly) until SpectraSite Holdings completes an acceptable
restructuring of its high yield indebtedness,

     --  restrict its ability to incur future indebtedness and
make investments and tower acquisitions,

     --  change the interest coverage test to make it more
restrictive,

     --  reduce the maximum available under the revolving
portion of the credit facility by $50 million to $300 million
and terminate the $165 million undrawn portion of the multiple
draw term loan (which reductions will be applied in direct order
of maturity against the amortization schedule of the revolving
credit facility and the multiple draw term loan, respectively),
and

     --  pay an amendment fee of 25 basis points.

After giving effect to the amendment, SpectraSite Communications
will have cash on hand of $45.3 million and could borrow
approximately $58.9 million under the revolving credit facility
while remaining in compliance with the revised financial
covenants.

SpectraSite Communications believes that following the
amendment, it has adequate financial resources to fund its
current operating expenses. This includes meeting all financial
obligations with respect to its employees, suppliers, landlords
and other vendors. The Company anticipates no disruption of its
day-to-day operations and remains committed to maximizing the
rental of space on its tower portfolio.

SpectraSite Communications, Inc. -- http://www.spectrasite.com-
- based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. The Company also is a
leading provider of outsourced services to the wireless
communications and broadcast industries in the United States and
Canada. At June 30, 2002, SpectraSite owned or managed
approximately 20,000 sites, including 7,994 towers primarily in
the top 100 markets in the United States. SpectraSite's
customers are leading wireless communications providers and
broadcasters, including AT&T Wireless, ABC Television, Cingular,
Nextel, Paxson Communications, Sprint PCS, Verizon Wireless and
Voicestream.


SWEETHEART HOLDINGS: S&P Concerned About Refinancing Pressures
--------------------------------------------------------------
Standard & Poor's Ratings Services has placed its ratings on
paper and plastic products producer Sweetheart Holdings Inc. and
its affiliates on CreditWatch with negative implications based
on ongoing financial weakness.

The corporate credit ratings on Sweetheart and its wholly owned
subsidiary, Sweetheart Cup Co. Inc., are single-'B'-plus.
Company is based in Owings Mills, Maryland Total debt (including
off-balance sheet and parent holding company obligations) is
nearly $900 million.)

"The CreditWatch action follows a period of very weak financial
results, refinancing pressures, and the company's announcement
that it is evaluating various strategic alternatives, including
the possible restructuring of its debt and capital structure",
said Standard & Poor's credit analyst Cynthia Werneth.

Sweetheart Holdings, through Sweetheart Cup Co., is a leading
producer of paper and plastic cups, plates, and other items sold
to the restaurant, institutional, industrial, and retail
markets. The company competes in markets populated by larger,
fully integrated, and financially stronger players, and customer
concentration is a concern.

Standard & Poor's said that its ratings on Sweetheart reflect
high debt levels and a below-average business position in the
relatively low-margin manufacture and distribution of paper and
plastic food service items.

Standard & Poor's plans to meet with the company's management
shortly to review its strategic and financing plans.


SWITCHBOARD INC: Fails to Maintain Nasdaq Listing Requirements
--------------------------------------------------------------
Switchboard Incorporated (Nasdaq: SWBD) received a Nasdaq staff
determination letter indicating that it does not comply with
Marketplace Rule 4310(C)(14) for failing to file with the
Securities and Exchange Commission its quarterly report on Form
10-Q for the quarter ended June 30, 2002 within the stipulated
time period.  Accordingly, its securities are subject to
delisting from the Nasdaq Stock Market.  As a result of the
noncompliance, the trading symbol for the Company's common stock
will be changed from "SWBD" to "SWBDE" at the opening of
business on August 22, 2002.

As permitted by Nasdaq rules, the Company has the right to stay
the delisting process by requesting a hearing before the Nasdaq
Listing Qualification Panel.  The Company intends to make a
timely request for a hearing before the Panel to review the
staff determination, and hopes to comply with the rule by filing
the required financial statements prior to the hearing date.

The delay in Switchboard's filing of its Form 10-Q is attributed
to the Company's previously announced change in independent
accountants to Ernst & Young effective June 28, 2002 and the re-
audit of 2001 currently being conducted by Ernst & Young.

Headquartered in Westborough, Mass., Switchboard Incorporated is
the leading provider of Web-hosted directory technologies and
customized yellow pages platforms to yellow pages publishers,
newspaper publishers and Internet portals that offer online
local directory advertising solutions to national retailers and
brick and mortar merchants across a full range of Internet and
wireless platforms.  Switchboard offers a broad range of
functions, content and services including yellow and white
pages, product directory, What's Nearby(SM) proximity searching,
and interactive maps and driving directions. Viewed more than 90
million times each month, Switchboard.com (www.switchboard.com)
is an excellent resource to consumers and a showcase for
Switchboard's superior directory technologies and breadth of
product offerings.  ePresence (Nasdaq: EPRE) owns approximately
53.2% of the outstanding shares of Switchboard.  "Switchboard"
and "What's Nearby" are registered service marks and
"Switchboard Matrix" is a service mark of Switchboard
Incorporated.  Other trademarks and service marks used in this
release are the property of their respective owners.


TELEGLOBE: Inks Pact to Sell Interest in Intelsat for $65 Mill.
---------------------------------------------------------------
Teleglobe Inc., has entered into an agreement to sell its nearly
3.8% equity interest in Intelsat, Ltd. In addition, Teleglobe
has revised its commercial arrangements with Intelsat under
which Teleglobe leases satellite capacity from an Intelsat
subsidiary.

Under the agreement, a subsidiary of Intelsat, Intelsat Global
Sales & Marketing Ltd., will purchase all of the shares of
Intelsat held by Teleglobe for US$65 million. The shares will be
held by an escrow agent until they are subsequently sold or
otherwise distributed. Intelsat Global Sales & Marketing Ltd.,  
will receive all proceeds from the sale of the Intelsat, Ltd.,  
shares up to a specified amount, after which Teleglobe would be
entitled to receive the remaining proceeds as additional
consideration for the shares.

Teleglobe filed for creditor protection in Ontario, Canada on
May 15, 2002. Accordingly, the closing of the share purchase
transaction is subject to the approval of the monitor of the
Canadian insolvency proceedings, the approval of the Ontario
Superior Court of Justice, the expiration of all rights of
appeal from the Court's decision to approve the transaction and
certain other conditions. The transaction is expected to close
in September 2002.

Intelsat offers telephony, corporate network, video and Internet
solutions around the globe via capacity on 24 geosynchronous
satellites in prime orbital locations.

                           *    *    *

Intelsat, Ltd., announced that its wholly owned subsidiary
Intelsat Global Sales & Marketing Ltd., has entered into an
agreement to purchase the Intelsat, Ltd., shares held by
Teleglobe Inc.

In addition, Intelsat and Teleglobe have revised their
commercial arrangements. Teleglobe leases satellite capacity
from Intelsat and is a shareholder of Intelsat, Ltd.

The agreement was reached following Teleglobe's 15 May 2002
filing for creditor protection in Ontario, Canada. Under the
agreement, Intelsat will acquire Teleglobe's shares in Intelsat,
Ltd. for $65 million. The shares will be held by an escrow agent
until they are subsequently resold or otherwise distributed.

Intelsat will receive all proceeds from the sale of the
Intelsat, Ltd., shares up to a specified amount, after which
Teleglobe would be entitled to receive the remaining proceeds.

The closing of the share purchase transaction is subject to the
approval of the monitor of the Canadian insolvency proceedings,
the approval of the Ontario Superior Court of Justice, the
expiration of all rights of appeal from the Court's decision to
approve the transaction and the satisfaction of certain other
conditions. The transaction is expected to close in September
2002.

Intelsat, Ltd., offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 24
geosynchronous satellites in prime orbital locations. Customers
in approximately 200 countries and territories rely on Intelsat
satellites and staff for quality connections, global reach and
reliability. For more information, visit http://www.intelsat.com


TOUCHSTONE SOFTWARE: C.J. Gaudette Steps Down as Controller
-----------------------------------------------------------
Effective August 14, 2002, Christopher J. Gaudette, Controller,
Principal Accounting Officer and Corporate Secretary has
resigned from TouchStone Software Corporation, Inc.  Mr.
Gaudette has decided to pursue other opportunities.

TouchStone Software Corporation, Inc., and its consolidated
subsidiaries, is a provider of system management software, which
includes basic input/output software upgrades, personal computer
diagnostics for personal computers and embedded systems. System
management software is one of the fundamental layers in any
microprocessor-based system (including PCs) architecture and
provides an essential interface between the system's operating
software and hardware.

As reported in the November 29, 2001 edition of Troubled Company
Reporter, Touchstone Software has suffered recurring operating
losses, has an accumulated deficit of $19,186,883 at June 30,
2001, and is largely dependent on its investment portfolio to
fund projected future operating losses, and accordingly, is
subject to a number of risks. Principally among these risks are
marketing of its products and services which are susceptible to
competition from other companies and the volatility in the value
of the Company's investment portfolio on which it is dependent
to fund its short term operating cash deficits. These factors,
among others, raise substantial doubt about the Company's
ability to continue as a going concern at June 30, 2001.


US AIRWAYS: Seeks Okay to Pay Prepetition Critical Vendor Claims
----------------------------------------------------------------
US Airways Group seeks the Court's authority to pay, in the
ordinary course of business, prepetition claims owed to Critical
Vendors that are essential to the uninterrupted functioning of
the business operations.  These vendors include:

    (a) aircraft parts suppliers;
    (b) flight training service providers;
    (c) food service and catering companies;
    (d) navigation systems providers;
    (e) pre-screening and security services;
    (f) quality control;
    (g) ticketing services;
    (h) information service providers;
    (i) providers of professional and nonprofessional services;
    (j) crew-related services;
    (k) government authorities assessing landing fees; and
    (l) ground handling services.

John Butler, Esq., of Skadden, Arps, Slate, Meagher & Flom,
tells Judge Mitchell that these Critical Vendors are often the
only source from which the Debtors can procure specific goods or
services.  Failure to pay their Claims would likely result in
the termination of the Critical Vendors' provision of goods and
services to the Debtors.  The Critical Vendors would also be
irreparably damaged by the Debtors' failure to pay their
prepetition claims, resulting in the Group being forced to try
to obtain goods and services elsewhere that may:

  -- not be available,

  -- be available at a higher price, at unfavorable terms to the
     Debtors,

  -- be incompatible with equipment or systems currently
     operated by Debtors, or

  -- not be of the quality required by the Debtors.

Some of the specific Critical Vendors provide not only goods but
also indispensable infrastructure and support services.

The Debtors propose a $10,000,000 cap on the Critical Vendor
Claims.  In determining this amount, the Debtors carefully
reviewed all of their vendors to determine which vendors were
sole source vendors without whom the operations could not
continue.  The Debtors analyzed whether the vendors provided
goods and services pursuant to enforceable contracts and, if so,
whether the vendors for any reason may terminate the contracts.
Based upon this analysis, the Debtors identified the pool of
vendors that may refuse to continue to provide critical goods
and services if their prepetition claims remain unpaid.  The
Debtors estimated the amount required to pay these vendors to
ensure the continued supply of critical goods and services.  The
Critical Vendor Claims Cap represents this estimated amount.  
Mr.  Butler emphasizes that the cap does not represent the total
amount of the prepetition trade claims of all creditors.  
Rather, it represents the Debtors' best estimate as to how much
must be paid, at a minimum, to those Critical Vendors whose
financial condition is precarious and requires payment of claims
to ensure that the Debtors continue to receive goods and
services, or with whom:

  (a) the Debtors have no enforceable contracts, or

  (b) the Debtors have contracts that may be terminable for any
      reason.

The Critical Vendor Claims Cap represents 2.6% of the Debtors'
average monthly disbursements to trade vendors from January to
June 2002, estimated at $388,800,000.  To minimize the amount of
payments, the Debtors seek the Court's permission to determine
the identity of Critical Vendors in the ordinary course of their
businesses.  Identifying the Critical Vendors now would likely
encourage them to demand payment in full.  When determining
whether a creditor is a Critical Vendor, the Debtors will
consider, among other things:

  (a) whether the goods or services the creditor provides can be
      replaced or acquired on better terms;

  (b) whether failure to pay prepetition trade claims will
      require the Debtors to incur higher costs for goods or
      services postpetition; and

  (c) whether failure to pay prepetition trade claims will cause
      the Debtors to lose sales or future revenue.

The Debtors will only pay Critical Vendor Claims once the
receiving parties agree to continue supplying goods and services
on the Customary Trade Terms, or those that were provided on a
historical basis prior to the Petition Date.  The Critical
Vendors must also provide other favorable trade practices and
programs that are at least as advantageous to the Debtors as
those in effect prepetition.  The Debtors reserve the right to
negotiate new trade terms with any Critical Vendor as a
condition of paying any Critical Vendor Claim.

To ensure that the Critical Vendors deal with the Debtors on
Customary Trade Terms, the Debtors propose that:

  -- a binding letter be sent to the Critical Vendors along with
     a copy of the Order granting this Motion, and

  -- the checks used to pay Critical Vendor Claims contain a
     specific legend.

The Debtors propose that the letter to Critical Vendors will
include, but not be limited to, these terms:

  (a) The amount of the Critical Vendor's estimated Claims,
      accounting for any setoffs, other credits and discounts
      as mutually determined in good faith by the Critical
      Vendor and the Debtors;

  (b) The Customary Trade Terms between the Critical Vendor and
      the Debtors, or such other favorable terms as the parties
      agree, and the Vendor's agreement to provide goods and
      services in accordance with those terms;

  (c) The Critical Vendor's agreement not to file or assert
      against the Debtors any lien regardless of the statute or
      other legal authority upon which a lien is asserted,
      related to any remaining prepetition amounts allegedly
      owed to the Critical Vendor arising from agreements
      entered prior to the Petition Date;

  (d) The Critical Vendor's acknowledgment that it has reviewed
      the terms and provisions of this Order and consents to be
      bound by it; and

  (e) The Critical Vendor's agreement that it will not
      separately seek payment for reclamation claims outside the
      terms of this Order unless its participation in this
      program is terminated.

This letter, once agreed to and accepted by a Critical Vendor,
will be referred to as a "Trade Agreement."

However, Mr. Butler tells the Court, there may be limited
circumstances in which payment to a Critical Vendor, prior to
having entered into a Trade Agreement, is necessary to avoid
causing irreparable harm to the Debtors' business operations. In
those cases, the Debtors seek the Court's authority to pay these
vendors, even if a Trade Agreement has not been reached.

If a Critical Vendor refuses to supply goods and services to the
Debtors on Customary Trade Terms after receipt of payment on its
Claim, or fails to comply with any Trade Agreement entered into,
the Debtors want the Court to declare that:

  (a) any Trade Agreement between the Debtors and the Critical
      Vendor is terminated, and

  (b) provisional payments made to Critical Vendors be deemed to
      have been in payment of then-outstanding postpetition
      claims.

In this scenario, a Critical Vendor will immediately repay any
payment made to it on account of its Claims, to the extent that
the payments exceed the Vendor's postpetition claims.  In sum,
the Debtors seek to return the parties to their position prior
to entry of the Order approving this Motion.

The Debtors reserve the right to later seek Court authority to
increase the Critical Vendor Claims Cap. (US Airways Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


US AIRWAYS: TWU Locals 545 & 546 Ratify Restructuring Agreement
---------------------------------------------------------------
US Airways' Transport Workers Union of America, Locals 545 and
546, representing the flight dispatchers and simulator engineers
respectively, ratified agreements on the Company's restructuring
plan.

The dispatchers voted 133:12 to ratify their agreement and the
simulator engineers ratified their agreement by a 33:13 vote.

"It is clear by this vote that the TWU's membership shares our
resolve in making the sacrifices needed to return this Company
to profitability and we applaud that decision," said Jerry A.
Glass, US Airways senior vice president of employee relations.

US Airways' pilots, represented by the Air Line Pilots
Association, and flight attendants, represented by the
Association of Flight Attendants, have ratified their
restructuring plan agreements.  The Company has reached
tentative agreements with the TWU's flight crew training
instructors.  US Airways' machinists and fleet service workers,
represented by the International Association of Machinists, are
expected to vote on the Company's proposal by Aug. 28, 2002.  No
agreement has yet been reached with the Communications Workers
of America.

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2) are trading
at 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for  
real-time bond pricing.


VALEO ELECTRICAL: Judge Bernstein Approves Disclosure Statement
---------------------------------------------------------------
Valeo Electrical Systems Inc., received U.S. Bankruptcy Court
approval of the Disclosure materials relating to its Chapter 11
case. The Court authorized VESI to solicit acceptances from its
unsecured creditors of the Plan of Reorganization under which
the company intends to pay creditor claims and emerge from the
protection of Chapter 11 of the U.S. Bankruptcy Code.

Pursuant to Orders signed Wednesday by the Honorable Stuart M.
Bernstein, VESI's Disclosure Statement was determined to
"contain information in sufficient detail to enable the Debtor's
creditors 'to make an informed judgment about the plan'." The
Court additionally:

     -  Authorized VESI to mail Disclosure materials and ballots
to creditors and begin soliciting acceptances from creditors

     -  Set September 19th as the deadline for creditors to file
ballots

     -  Directed VESI to notify creditors by mail and publish
legal notice of the scheduled September 25 Confirmation Hearing
on the Plan.

VESI's Plan of Reorganization, which has been endorsed by the
Official Committee of Unsecured Creditors previously appointed
in VESI's Chapter 11 case, provides that unsecured creditors
will receive 95 percent of the allowed amount of their unsecured
claims against the company. Customers will pass through the
Chapter 11 unaffected. Subject to acceptance by creditors and
approval by the Court, payment of allowed claims will begin in
October 2002.

Commenting on these latest developments, VESI executive vice
president and general manager, Rochester site, Walter Kneuer
said, "Chapter 11 has provided a framework for restructuring
VESI's Rochester operations. We look forward to the Approval and
Confirmation of our Plan of Reorganization. It will position
VESI as a more competitive player in our industry, able to win
new programs from both existing and new customers, continue as
an important economic force in the Rochester community and
provide an important channel for our suppliers."

VESI filed for Chapter 11 on December 14, 2001 to protect its
operations in the face of a difficult competitive situation.

VESI manufactures automotive wiper systems, motors and other
components in North America for sale to car and truck
manufacturers, component suppliers and other customers. VESI's
manufacturing operations are primarily located in a facility in
Rochester. It is a subsidiary of Valeo SA, an independent
industrial Group fully focused on the design, production and
sale of components, integrated systems and modules for cars and
trucks. Valeo ranks among the world's top automotive suppliers.

Detailed information about the VESI Chapter 11 filing can be
found at http://www.valeoelectricalsystems.com


WHEELING-PITTSBURGH: Expanding PwC's Work on Benefit Plan Audits
----------------------------------------------------------------
Pittsburgh-Canfield Corporation and its affiliated debtors
sought and obtained the Court's authority to further expand
PricewaterhouseCoopers LLP's engagement to provide audits of
benefit obligations and net assets available for benefits at
December 31, 2001, and for subsequent years on:

    (a) Wheeling-Pittsburgh Steel Corporation Supplemental
        Unemployment Benefit Plan for Bargaining Employees --
        Ohio Valley Plants,

    (b) Wheeling-Pittsburgh Steel Corporation Supplemental
        Unemployment Benefit Plan for Bargaining Employees --
        Mon Valley Plant,

    (c) USWA/Wheeling-Pittsburgh Steel Corporation Welfare
        Benefits Plan,

    (d) Wheeling-Pittsburgh Steel Corporation 401(k)
        Retirement Savings Plan,

    (e) Wheeling-Pittsburgh Steel Corporation Wheeling
        Corrugating Company Retirement Security Plan,


    (f) Wheeling-Pittsburgh Steel Corporation Salaried
        Employees' Pension Plan,

    (g) Wheeling-Pittsburgh Steel Corporation Bargaining
        and Non-Bargaining Unit Employees Stock Investment
        Plans, and

    (h) USWA-Wheeling-Pittsburgh Steel Corporation Section
        401(k) Savings Plan.

This Application is in substantial accordance with the terms of
five separate retention letter agreements, each dated June 12,
2002, between the Debtors and PwC.  This expanded engagement
will be governed in all respects by the prior orders authorizing
the engagement of PwC.

By separate application in November, 000, the Debtors sought and
obtained the Court's authority to employ PwC as their certified
public accountants and tax advisors in these cases.  Judge Bodoh
also previously approved PwC to perform audits on certain
employee benefit plans of WPSC and Wheeling Corrugating for the
year ending December 31, 2000.  The Debtors now want to expand
that engagement because PwC possesses a great deal of
institutional knowledge of the Debtors and is already familiar
with the Plans.

PwC will provide specific, additional services to the Debtors
including:

    (a) With respect to the Wheeling-Pittsburgh Steel
        Corporation 401(k) Retirement Savings Plan,
        auditing the plan's statement of net assets
        available for plan benefits at December 31,
        2001, and the statement of changes in net assets
        available for plan benefits for the year then
        ending, providing an audit report of the financial
        statements and addressing the supplemental
        information required by ERISA;

    (b) With respect to the USWA/Wheeling-Pittsburgh Steel
        Corporation Welfare Benefit Plan, auditing the
        plan's statement of benefit obligations and net
        assets available for plan benefits at December 31,
        2001, and the statement of changes in benefit
        obligations and net assets available for plan
        benefits for the year then ending, providing an
        audit report of the financial statements and
        addressing the supplemental information required
        by ERISA;

    (c) With respect to the Wheeling-Pittsburgh Steel
        Corporation Supplemental Unemployment Benefit
        Plan for Bargaining Employees -- Ohio Valley
        Plants, and the Wheeling-Pittsburgh Steel
        Corporation Supplemental Unemployment Benefit
        Plan for Bargaining Employees -- Mon Valley
        Plant, auditing each plan's statement of benefit
        obligations and net assets available for plan
        benefits at December 31, 2001, and the statement
        of changes in benefit obligations and net assets
        available for plan benefits under each plan for
        the year then ending, providing an audit report
        of the financial statements and addressing the
        supplemental information required by ERISA; and

    (d) With respect to the wheeling Pittsburgh Corporation
        Wheeling Corrugating Company Retirement Security
        Plan, the wheeling-Pittsburgh Steel Corporation
        Salaried Employees' Pension Plan, the Wheeling-
        Pittsburgh Steel Corporation Bargaining and Non-
        Bargaining Unit Employees Stock Investment Plans,
        and the USWA-Wheeling-Pittsburgh Steel Corporation
        Section 401(k) Savings Plan, conducting limited
        scope audits of each plan's statement of assets
        available for plan benefits and statement of assets
        available for benefits at December 31, 2001, and
        the statement of changes in assets available for
        plan benefits and the statement of changes in
        assets available for benefits under each plan for
        the year then ending, addressing the supplemental
        information required by ERISA, and providing reports
        expressing PwC's opinion on whether the form and
        content of the information included in the plans'
        financial statements and schedules, other than that
        derived from information certified by PNC Bank,
        Citibank, N.A., or American Express Trust Company,
        are presented in compliance with the U.S. Department
        of Labor's rules and regulations for reporting under
        ERISA.

These additional services are necessary to satisfy the ERISA
requirements that an annual audit of plan financial statements
by an independent qualified public accountant be conducted.   
Generally, plans with 100 or more participants are subject to
the audit requirements.

The Debtors further seek Judge Bodoh's authority to compensate
PwC for these services on an hourly basis, at PwC's normal and
customary hourly rates as set out in the December application.  
PwC estimates that its fees for these audits will be:

    (a) With respect to the Wheeling-Pittsburgh Steel
        Corporation 401(k) Retirement Savings Plan, $10,500,
        exclusive of out-of-pocket expenses;

    (b) With respect to the Wheeling-Pittsburgh Steel
        Corporation 401(k) Retirement Savings Plan, $10,500,
        exclusive of out-of-pocket expenses;

    (c) With respect to the Wheeling-Pittsburgh Steel
        Corporation Supplemental Unemployment Benefit Plan
        for Bargaining Employees -- Ohio Valley Plants,
        and the Wheeling-Pittsburgh Steel Corporation
        Supplemental Unemployment Benefit Plan for
        Bargaining Employees -- Mon Valley Plant, $10,500,
        exclusive of out-of-pocket expenses; and

    (d) With respect to the Wheeling-Pittsburgh Corporation,
        Wheeling Corrugating Company Retirement Security
        Plan, the Wheeling-Pittsburgh Steel Corporation
        Salaried Employees' Pension Plan, the Wheeling-
        Pittsburgh Steel Corporation Bargaining and Non-
        Bargaining Unit Employees Stock Investment Plans,
        and the USWA/Wheeling-Pittsburgh Steel Corporation
        Section 401(k) Savings Plan, $35,000, exclusive of
        out-of-pocket expenses.

PwC will be reimbursed for its out-of-pocket expenses by each of
the plans audited.

The Debtors and PwC further agree that if the United States
Bankruptcy Court for the Northern District of Ohio does not
retain jurisdiction over any controversy or claim with respect
to, in connection with, arising out of, or in any way relate to,
the auditing services provided by PwC to Debtors related to
these Chapter 11 cases, then any such controversy or claim shall
be submitted first to non-binding mediation. If mediation is not
successful, then to binding arbitration, in accordance with the
dispute resolution procedures described in the prior
applications.

PwC offers no further or additional disclosures of relationships
or conflicts in connection with this additional application.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COMMS: Court Okays Kirkland as Committee's Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors sought and
obtained the Court's permission to retain Kirkland & Ellis as
counsel, nunc pro tunc to May 1, 2002, in the chapter 11 cases
involving Williams Communications Group, Inc., and its debtor-
affiliates.

As counsel, Kirkland is expected to:

A. advise the Committee with respect to its rights, powers,
   and duties in these cases;

B. assist and advise the Committee in its consultations with
   the Debtors relative to the administration of these cases;

C. assist the Committee in analyzing the claims of the
   Debtors' creditors and in negotiating with these creditors;

D. investigate the Debtors' relationships with TWC, including
   the spin-off of WCG from TWC, any claims asserted by TWC
   against the Debtors, and any claims the Debtors' estates may
   have against TWC and, if litigation with TWC is warranted, to
   litigate with TWC on the Committee's behalf;

E. investigate the claims, liens, and security interests
   asserted by the Debtors' secured lenders and, if litigation
   with the secured lenders is warranted, to litigate with the
   secured lenders on the Committee's behalf;

F. assist with the Committee's investigation of the acts,
   conduct, assets, liabilities, and financial condition of the
   Debtors, and of the operation of the Debtors' businesses;

G. assist the Committee in its analysis of, and negotiations
   with, the Debtors or any third party concerning matters
   related to, among other things, the terms of a plan or plans
   of reorganization for the Debtors;

H. assist and advise the Committee with respect to its
   communications with the general creditor body regarding
   significant matters in these cases;

I. represent the Committee at all hearings and other
   proceedings;

J. review and analyze all applications, orders, statements of
   operations, and schedules filed with the Court and to advise
   the Committee as to their propriety;

K. assist the Committee in preparing pleadings and
   applications as may be necessary in furtherance of the
   Committee's interests and objectives; and

L. perform any other legal services as may be required and
   are deemed to be in the interests of the Committee in
   accordance with the Committee's powers and duties as set
   forth in the Bankruptcy Code.

Committee Chairperson Dave Gillespie relates that Kirkland
possesses extensive knowledge and expertise in the areas of law
relevant to these cases.  Kirkland's bankruptcy group consists
of more than 40 attorneys practicing nationwide.  Kirkland's
attorneys have played significant roles in many of the largest
and most complex cases under the Bankruptcy Code.  The attorneys
at Kirkland have represented either the debtor or the creditors'
committee in the Chapter 11 cases of Trans World Airlines, Inc.,
Telegroup, Inc., OAN Services, Inc., Chiquita Brands, Inc.,
United Artists Theatre Company, Babcock & Wilcox, Inc., W.R.
Grace, Inc., Ameriserv Food Distributors Inc., Harnischfeger
Industries, Inc., Teligent, Inc., Maruko Inc., Carolco Pictures
Inc., Store of Knowledge, and Zenith Electronics Corporation.

Mr. Gillespie tells the Court that Kirkland also is familiar
with the Debtors' business and financial affairs.  During the
two months preceding the Petition Date, Kirkland was counsel to
the Informal Bondholders Committee, which was formed by a group
of holders of large amounts of the Debtors' bonds to negotiate
with the Debtors and other interested parties and to examine the
impact a restructuring might have on the bondholders.  Kirkland
conducted extensive due diligence of the restructuring issues
affecting these cases, including the Debtors' corporate history,
debt structure, business, and transactions with related
entities. In addition, Kirkland assisted the Informal
Bondholders Committee in negotiating a "lock up" agreement under
which the Debtors, their lenders, and holders of more than one
third of the Debtors' bonds agreed to the outlines of a plan of
reorganization.

Through these prepetition activities, Mr. Gillespie asserts that
Kirkland has developed relevant and valuable experience,
expertise, and knowledge about the Debtors' affairs and the
issues that the Committee will have to consider in these cases.

James H.M. Sprayregen, a principal of James H.M. Sprayregen P.C.
-- a partner in the law firm of Kirkland & Ellis, assures the
Court that Kirkland does not represent any entity having an
adverse interest in connection with these cases.  Moreover,
Kirkland has no connections with the Debtors, the Debtors'
creditors, any other party-in-interest, their respective
attorneys and accountants, the United States Trustee, and any
person employed in the Office of the United States Trustee.
However, Kirkland has client relationship with these entities,
all of which are in matters unrelated to the Debtors' bankruptcy
cases:

A. Committee Members: PPM America, PIMCO, and R2 Investments;

B. Other Bondholders: SunAmerica, and Putnam Investments;

C. Secured Lenders: ABN AMRO Bank NV, Bank of America, Bank of
   New York, Bank One, Citicorp USA Inc., Credit Suisse First
   Boston, Deutsche Bank, JP Morgan Chase, Lehman Brothers Inc.,
   Merrill Lynch & Co., Morgan Stanley Dean Witter, Salomon
   Smith Barney, Toronto Dominion Bank, Bank of Nova Scotia,
   Bank of Montreal, CIBC, HSBC PLC, National Westminster Bank,
   First Union National Bank, Fleet Bank, Bank of Scotland, and
   Sankaty Advisors;

D. Financial Advisors: JP Morgan Chase, and Lehman Brothers
   Inc.;

E. Major Shareholders: Citadel Investments, and Wells Fargo Bank
   NA;

F. Indenture or Collateral Trustees: Wells Fargo Bank NA, and
   Wilmington Trust;

G. Professionals: Ernst & Young LP, PriceWaterhouseCoopers LP,
   and Evercore Partners;

I. Significant Customers: BellSouth, Communications Supply
   Corp., Corning Cable Systems, NBC, SBC Communications,
   Ameritech and Tycom Networks.

As counsel for the Informal Bondholders Committee, Kirkland
received a total of $1,689,934.06 in payments from WCG as an
advance payment retainer for its services to the Informal
Bondholders Committee.  Kirkland believes that the ultimate
source of these prepetition payments was Williams
Communications, LLC, which is the wholly owned subsidiary of
WCG.  Kirkland estimates that a small balance of funds from its
advance payment retainer remained unused on May 1, 2002, the day
the Committee was appointed.  The Committee has been authorized
to use that balance to fund an investigation of the claims,
liens, and security interests of the Debtors' pre -petition
lenders; and the Committee has authorized K&E to undertake that
investigation.

Kirkland will charge its customary hourly rates for services
rendered and seek reimbursement to its customary reimbursement
policies.  The hourly rates for the attorneys and paralegals in
the Chicago, New York, and Los Angeles offices of Kirkland that
customarily work on matters of this type are:

       James H.M. Sprayregen           $680
       Michael H. Kerr                  640
       Richard L. Wynne                 625
       Robbin L. Itkin                  525
       Eva Davis                        515
       Robert T. Buday                  480
       David J. Zott                    475
       Juliette Harrhy                  415
       Christopher W. Combs             400
       Adam P. Merrill                  390
       Jolee Adamich                    365
       Sharon M. Kopman                 350
       Michael A. Cohen                 345
       Kelly K. Frazier                 340
       Joseph T. Jaros                  295
       Jacqueline H. Sloan              275
       Peter J. Leeson, IV              275
       Patricia A. Cirucci              265
       H. Curtis Keller                 265

       Other Billing rates:
          Paraprofessional Rates        $100 - 200
          Case Assistants                 50 - 100

Kirkland reserves the right to seek a bonus for its work as
Committee counsel if it believes that results warrant a bonus.
The Committee has no obligation to support this request.
(Williams Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORKGROUP TECHNOLOGY: Fails to Meet Nasdaq Listing Guidelines
-------------------------------------------------------------
Workgroup Technology Corporation (NASDAQ: WKGP), a leading
provider of Web-enabled, extended enterprise collaborative
product data management software solutions, announced that it
had received a notice from the Nasdaq Listing Qualifications
Staff on August 16, 2002, informing the Company that it does not
comply with either the minimum $2,000,000 net tangible assets or
the minimum $2,500,000 stockholders' equity requirements for
continued listing set forth in Marketplace Rule 4310(C)(2)(B),
and that its securities will be delisted from The Nasdaq
SmallCap Market at the opening of business on August 26, 2002.

The Company also announced that it will request a hearing before
a Nasdaq Listing Qualifications Panel to review the Staff's
determination. A hearing request will stay the delisting of the
Company's securities pending a decision by the Panel. There can
be no assurance the Panel will grant the Company's request for
continued listing.

WTC develops, markets and supports WTC ProductCenter(TM), a web-
enabled, extended enterprise collaborative Product Data
Management (PDM) solution that provides document management,
design integration, configuration control, change management,
and enterprise integration for optimizing product development.
Based in Burlington, Massachusetts, the Company differentiates
itself on the basis of its controlled and secure accessibility,
enterprise integration, and quick adaptability of its software.
Thousands of users at mid-sized and global companies are in
production and benefit from WTC products, including ABB Flexible
Automation; Baker Oil Tools; Eaton Corporation; General Electric
Company; Goodrich Turbine Fuel Technologies; Honeywell;
Millipore Corporation; Siemens Energy & Automation, Inc.; U.S.
Army; and Whirlpool Corporation. The Company's Web site is
located at http://www.workgroup.com


* Navigant Consulting Launches Corporate Restructuring Practice
---------------------------------------------------------------
Navigant Consulting, Inc., (NYSE: NCI) a specialized and
independent management consulting firm providing litigation,
operational, financial, restructuring and energy consulting
services to clients facing uncertainty and risk, has formed a
new national Corporate Restructuring practice.  The practice
will be led by Dan Williams, the former Central and West Region
Managing Partner for Arthur Andersen's Corporate Restructuring
practice.

"Navigant Consulting has always been very active in assisting
clients in addressing their financial and operational
restructuring issues during periods of distress," stated William
M. Goodyear, Chairman and Chief Executive Officer of Navigant
Consulting.  "In the past, we have offered restructuring
services through regional teams of experts.  By aligning these
existing teams under a national platform, we will be better able
to mobilize and provide our clients with experienced
restructuring and bankruptcy experts from around the country."

This newly formed national team of more than 75 professionals
was formed with specialists from existing Navigant Consulting
business units, including Peterson Consulting, PENTA Advisory
Services and Barrington Consulting, as well as from the addition
of other industry experts from leading national restructuring
consulting firms, including Andersen. Services offered by this
team include financial restructuring, asset valuation,
turnaround consulting, secured and unsecured lender services,
trustee services and distressed asset sales and liquidations.

"Today's economic environment has added significant stress to
many companies, and it is becoming increasingly difficult for
management to feel confident about their future viability,"
stated Dan Williams.  "The professionals that have come together
at Navigant Consulting to form this national corporate
restructuring team bring a strong, diversified background in
helping debtors, unsecured and secured creditors and equity
sponsors in distressed situations.  This new structure positions
us well to offer our clients the service and industry expertise
they need to address their restructuring issues."

Navigant Consulting, Inc., (NYSE: NCI) is a specialized and
independent management consulting firm providing litigation,
operational, financial, restructuring and energy consulting
services to government agencies, legal counsel, financial
institutions and large companies facing uncertainty and risk.
The Company focuses on industries undergoing substantial
regulatory or structural change and on the issues driving these
transformations. The Company is comprised of two business units
- Financial & Claims and Energy & Water. Web site:
http://www.navigantconsulting.com


* BOOK REVIEW: Land Use Policy in the United States
---------------------------------------------------
Author: Howard W. Ottoson
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt  

In 1962, marking the 100th anniversary of the signing of the
Homestead Act by President Lincoln, 20 nationally recognized
economists, historians, a political scientist, and a geographer
presented papers at the Homestead Centennial Symposium at the
University of Nebraska. Their task was to appraise the course
that United States land policy had taken since independence. The
resulting papers are presented in this book, grouped into five
major areas: historical background; social factors influencing
U.S. land policy; past, present and future demands for lands in
the U.S.; control of land resources; and implications for future
land policy.

This book begins with a summary of the Homestead Act, its
antecedents, the arguments of its supporters and detractors, and
its intent versus implementation. The Act offered a quarter
section (160 acres) of public land in the West to citizens and
intended citizens for a $14 filing fee and an agreement to live
on the land for five years. The program ended in 1935.

Advocates claimed that frontier lad had no value to the
government until it was developed and began generating tax
revenue. Opponents feared the Act would lower land valued in the
East and pushed for government sale of the land. In practice,
states, territories, railroads and investors were able to set
aside more land than was eventually handed over to the
homesteaders.

One paper deals with land policy before 1862. From the start,
the U.S. required that "all grants of land by the federal
government should embody a description of the land not merely in
quality, but in place as defined by relation to an actual
survey." This policy avoided countless boundary disputes so
vexing to other countries.

Perhaps most interesting are the social history chapters:
Czechoslovakians pushing wheelbarrows across Nebraska,
"Daughters and Sons of the Revolution.(living) next
to.Mennonites," and "an illiterate.neighborly with a Greek and a
Hebrew scholar from a colony of Russian Jews." Mail-order
brides, "defectors from civilization," the importance of the
Mason jar, the Jeffersonian dream of a nation of agrarian
freeholders, and Santayana's observation that the typical
American skitters between visionary idealism and crass
materialism, all make for fascinating reading.

The land-use policy problems discussed certainly haven't been
solved today. And, although land use conflicts in the U.S.
haven't always been resolved equitably, "the big step forward
taken by the United States during the last one hundred and fifty
years in the age-long struggle of man towards the ideals of
mutuality and equity has been the working out of a system
wherein the sovereign superior who prescribes the working-rules
for land use and decision making have become, himself, a
collective of the citizenry."

A chapter is devoted to the arguments between the family farm ad
the "sentiment against concentration of wealth in the hands of a
few." The discussion of the Land Grant college system and its
contribution to international development closes with a quote
from Chester Bowles:

"Can we, now the richest people on earth, become creative
participants in the unprecedented revolutionary changes of our
era, changes that the most privileged people will oppose tooth
and nail, but which for the bulk of mankind offer the hopeful
prospect of a little more food, a little more opportunity, a
doctor for their sick child, and sense of personal dignity?"

                          *********

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 ***