TCR_Public/020826.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, August 26, 2002, Vol. 6, No. 168

                           Headlines

ACME METALS: Packaging Unit's Exclusivity Continues to Oct. 14
ADELPHIA COMMS: Court Approves Access to $1.5BB DIP Financing
AETNA COMMERCIAL: Fitch Upgrades Ratings of Classes F Through J
AIMGLOBAL TECHNOLOGIES: Revenues Plunge 20% to $123MM in FY 2002
AIR CANADA: Union President Calls Layoffs a Bullying Tactic

AMES DEPT: Court Okays Stipulation with KRT re Lease Rejection
ANC RENTAL: Info. Tech Unit Seeks Approval of IT Pact with Perot
AT&T WIRELESS: Names Marilyn Wasser as EVP & Corp. Secretary
BIG 5 CORP: S&P Ups Rating to B+ Over Strengthened Fin'l Profile
BUDGET GROUP: Gets Nod for Insurance Financing Arrangements

BUDGET GROUP: Canada Unit Airs Approval of Cendant's Acquisition
BURLINGTON: Fabrics Selling Assets to Investment II for $4.5MM
CLASSIC COMMUNICATIONS: Has Until October 8 to Decide on Leases
COHO ENERGY: Denbury Offers $50M for Gulf Coast Assets
COMDISCO: Books $57 Million for Total Direct Bankruptcy Costs

CONSOLIDATED FREIGHTWAYS: Violates Nasdaq Listing Requirements
CORAM HEALTHCARE: Trustee Wants Reed Smith to Continue Services
CONTOUR ENERGY: Shareholder Proofs of Interest Due October 1
COUER d'ALENE: First Quarter Net Loss Slides-Up to $12 Million
CREDIT SUISSE: Fitch Affirms Low-B Ratings on 5 Cert. Classes

DENBURY RESOURCES: Presents Plans to $50M of COHO's Assets
eB2B COMMERCE: Will Delay Filing Form 10-QSB for June Quarter
ELIZABETH ARDEN: Inks Pact with QRS to Provide Elec. Services
ENCOMPASS SERVICES: Selling Underperforming Units to Raise Cash
ENRON CORP: LNG Unit Wants to Sell Contracts to El Paso for $31M

ENTRADA NETWORKS: Reports Improved Second Quarter Results
ENVOY COMMS: Plans $2.5M Private Placement of Secured Debentures
EVERCOM: Delays SEC Filings While Exploring Alternatives
EXIDE TECH: Wants to Create SPV to Finance Unit's Receivables
EXODUS COMMS: C&W Asks Court to Bring-In PwC to Settle Impasse

EZENIA! INC: Working Capital Deficit Tops $2 Million at June 30
GADZOOX NETWORKS: Files for Chapter 11 Reorganization in Calif.
GADZOOX NETWORKS: Voluntary Chapter 11 Case Summary
GLOBAL CROSSING: Enters Pact Continuing Value Plan Participation
GRANT GEOPHYSICAL: S&P Hatchets Credit Rating to Default Level

IEC ELECTRONICS: June 28 Balance Sheet Upside-Down by $1 Million
INTERNATIONAL WIRE: S&P Lowers Credit Rating One Notch to B
KAISER: Court Imposes Limitations on Retiree Panel's Appointment
KAISER ALUMINUM: Wants to Reject BPA Power Subscription Contract
LENNOX INT'L: Reaffirms Previous Guidance for Full Year 2002

LLS CORP: Inks Pact to Sell 100% of Shares to Precise Technology
METROCALL INC: Committee Wants to Bring-In Wachtell as Counsel
MILINX GROUP: Case Summary & 20 Largest Unsecured Creditors
MORTGAGE CAPITAL: Fitch Ups Ratings on Class G, H & J Certs.
NATIONAL STEEL: Enters Pact Allowing $463K Setoff with AMROX

NATIONSRENT: Committee Wants Court to End Exclusive Periods
NCS HEALTHCARE: Sues Omnicare to Block Tender Offer
NII HOLDINGS: Committee Taps Saul Ewing as Bankruptcy Co-Counsel
ONESOURCE TECHNOLOGIES: Equity Deficit Tops $623K at June 30
OPSWARE INC: July 31 Working Capital Deficit Tops $20 Million

O'SULLIVAN INDUSTRIES: June 30 Balance Sheet Upside-Down by $55M
OWENS CORNING: Prof. Francis McGovern Serving as Mediator
PACIFIC GAS: Will Continue Battle to Recoup $8 Bill. Power Costs
PACIFIC GAS: Maintains Stand that Its Plan is Most Feasible
PENTON MEDIA: Falls Short of NYSE Continued Listing Standards

PG&E NATIONAL: Lenders Extend Credit Facility Until October 21
PHOENIX GROUP: Taps Provost & Umphrey to Prosecute Claims vs DVI
qSERVE COMMS: Trustee Wants to Employ Mary Roach as Accountant
QWEST: Baylock Recommends Purchase of Bonds at Current Levels
RAILWORKS: Will Not Be Able to File June Quarter Report on Time

RUSHMORE FINANCIAL: Commences Trading on OTCBB Effective Aug. 23
SERVICE MERCHANDISE: Baltimore Co. Balks at Tax Exemption Order
SLI INC: Considering Chapter 11 Filing to Restructure Debts
SOURCINGLINK.NET: Nasdaq Knocks Off Shares from SmallCap Market
TELESPECTRUM: Search for New Auditors Delays Filing SEC Reports

THOMSON KERNAGHAN: IDA Permanently Suspends Company's Rights
VERTEL CORPORATION: Commences Trading on OTC Bulletin Board
WEIRTON STEEL: Says Exclusions Have Less Effect on Current Ops.
WIDECOM: Auditor Zafar Husain Doubts Ability to Meet Obligations
WILLIAMS COMMS: Committee Brings-In Houlihan Lokey as Advisor

WILLIAMS CONTROLS: Recapitalization Deals Delay SEC Filings
WORLDCOM: Billing Concepts Wants Stay Relief to Withhold Payment
WORLD HEART: June Quarter Balance Sheet Upside Down by C$21 Mil.
WORLD WIRELESS: Lancer Entities Extend Debt Maturity to Sept 30

* Leonard Berliner Joins Hilco Merchant Resources as Senior VP
* Kasen & Shahon Join Clear Thinking Group Board of Advisors

* BOND PRICING: For the week of August 26 - August 30, 2002

                           *********

ACME METALS: Packaging Unit's Exclusivity Continues to Oct. 14
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Acme Packaging Corporation obtained an extension of
its exclusive periods.  The Court gives the Debtor, until
October 14, 2002, the exclusive right to file its plan of
reorganization and until December 16, 2002 to solicit
acceptances of that Plan from creditors.

Acme Metals and its debtor-affiliates are engaged in the
business of steel manufacturing and fabricating. The Company
filed for chapter 11 bankruptcy protection on September 28,
1998. Brendan Linehan Shannon, Esq., and James L. Patton, Esq.,
at Young, Conaway, Stargatt & Taylor represent the Debtors in
their restructuring efforts. When the Debtors sought protection
from its creditors, it listed assets of $813 million and
liabilities of $541 million.


ADELPHIA COMMS: Court Approves Access to $1.5BB DIP Financing
-------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced that
the U.S. Bankruptcy Court for the Southern District of New York
has approved Adelphia's $1.5 billion debtor in possession credit
facility provided by a consortium of bank lenders, led by
JPMorgan Chase Bank and Citigroup USA, Inc.

As previously announced on June 28, 2002, the Court approved an
initial advance under the facility of up to $500 million.

Adelphia and more than 200 of its subsidiaries filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
June 25, 2002.  The financing enables Adelphia to continue to
operate smoothly and provide quality cable services and advanced
services throughout the reorganization process.  In addition, it
will be available to fund the Company's continued maintenance
and upgrading of its cable systems, enabling Adelphia to offer
its customers digital cable, high-speed Internet access and
other enhanced services.

Adelphia is functioning without interruption in all of its
markets, serving more than 3,500 communities in 32 states and
Puerto Rico.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country. It serves 3,500 communities in 32 states
and Puerto Rico.  It offers analog and digital cable services,
high-speed Internet access (Adelphia Power Link), and other
advanced services.


AETNA COMMERCIAL: Fitch Upgrades Ratings of Classes F Through J
---------------------------------------------------------------
Aetna Commercial Mortgage Trust's multiclass pass-through
certificates, series 1997-ALIC are upgraded by Fitch Ratings as
follows: $44.1 million class F to 'BBB' from 'BB+', $8 million
class G to 'BBB-' from 'BB', $14 million class H to 'BB-' from
'B+' and $26.1 million class J to 'B+' from 'B'. Fitch also
affirms the following certificates: $66 million class A-2,
interest-only class IO and $64.2 million class B certificates at
'AAA', $68.2 million class C at 'AA+', $48.2 million class D at
'A+' and 20.1 million class E at 'A-'. The $20.1 million class K
and $28.9 million class L certificates were not rated by Fitch.
The rating actions follow Fitch's annual review of the
transaction, which closed in December 1997.

The upgrades reflect increases in credit enhancement levels due
to amortization and loan payoffs. As of the August 2002
distribution date, the pool's collateral balance has been
reduced by 49%, from $802.7 million at closing to $408 million.
No loans are currently delinquent. Twenty loans have paid off
since closing. Midland Loan Services, L.P. (Midland), the master
servicer, collected 94% (by balance) of the year-end (YE) 2001
property financial statements. The YE-2001 weighted average debt
service coverage ratio (WADSCR) for these loans was 1.59 times
compared to 1.36x (for the same loans) at closing. Meanwhile,
the WADSCR for the top five loans increased to 1.25x from 1.21x
during the same period.

The certificates are currently collateralized by 20 fixed-rate
mortgage loans, with significant concentrations in New York
(20%), New Jersey (18%), and California (16%). Of concern is
increased office (61% of the pool from 50% at closing) and
retail (27% from 16% closing) exposure. The largest loan in the
pool (20%) is secured by a super-regional shopping center in
Poughkeepsie, NY. The property's performance has been stable,
with the YE-2001 DSCR of 1.20x vs. 1.22x at closing.

Two loans (6.7%) are currently being specially serviced. The
largest of these loans (5.23%) is secured by an office property
in Birmingham, AL. Since the borrower was unable to refinance
the loan at maturity (January 2002), a one-year extension has
been negotiated. Current occupancy at the property is 82%. The
second loan (1.5%) is secured by a retail property in
Chesapeake, Virginia. The loan matured in 2000 but the borrower
has been unable to refinance the loan due to occupancy issues.
Farm Fresh, a supermarket occupying 49% of the net rentable area
(NRA), vacated in 1998, but continues to make lease payments;
their lease expires in 2005. The property is currently 85%
leased and 35% occupied. The loan maturity date has been
extended until 2003 and is likely to be extended several more
times.

As of the August 2002 distribution date, five loans representing
13.4% of pool were on Midland's watchlist, including three loans
(2.6%) with upcoming maturities. The largest loan on the
watchlist (8.2%) is secured by an office property in Hackensack,
New Jersey. The property's occupancy remains very low, at 51%,
after the County of Bergen, occupying 49% of the NRA, vacated in
2001. The loan terms have been modified and the borrower had to
deposit additional funds into an escrow account to lease the
property and as additional collateral.

Realized losses total $3.2 million, due to a loan, secured by a
retail property in Plaistaw, New Hampshire in the process of
foreclosure, which was sold to a new buyer in July 2002. Service
Merchandise, which had occupied 44% of the property, announced
that they were liquidating and vacated recently.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, subordination levels remain sufficient to upgrade
ratings. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


AIMGLOBAL TECHNOLOGIES: Revenues Plunge 20% to $123MM in FY 2002
----------------------------------------------------------------
AimGlobal Technologies Company, Inc., announced its financial
results for the fiscal year ended March 31, 2002.

This information was filed as part of the Company's Annual
Report, which is available on the Web at http://www.sedar.com
The filing includes the consolidated financial statements for
the fiscal year ended March 31, 2002 and the accompanying notes,
and the accompanying management discussion and analysis. This
information will be also be filed as part of the Company's Form
20F with the United States Securities and Exchange Commission,
no later than September 30, 2002. The Company anticipates
calling the annual general meeting of shareholders shortly
following the filing of the Form 20F.

The Company provided the following summary of highlights of the
information reflected in the Consolidated Financial Statements
and MD&A. This summary is qualified in its entirety by the
material contained in those documents.

The Company faced significant financial and operational
challenges during fiscal 2002. Most of the Company's
difficulties arose as a result of the default of a major
customer, Cell-Loc, Inc., under a manufacturing services
agreement and by the general slowdown in the electronics
manufacturing services industry. The Company is currently
engaged in legal proceedings against Cell-Loc and its principal
shareholder for damages resulting from its breach of the
manufacturing agreement. In anticipation of the expected Cell-
Loc production volume, the Company made substantial investment
in production, inventory and staffing which serve as the basis
for $46 million in damages claimed in the lawsuit.

During fiscal 2002, the Company expended significant resources
and management time in dealing with the adverse consequences of
the slowing market conditions and the Cell-Loc situation. Among
the significant operational restructuring efforts undertaken
during fiscal 2002, were the sale of the Company's Mississauga
operations, reallocation of production among plants to maximize
efficiency and other personnel and overhead reductions.

Despite these difficult conditions and the ongoing
restructuring, the Company was able to record sales of
approximately $123 million in fiscal 2002. This figure
represents a decline of approximately 20% from sales of $154.2
million in fiscal 2001. The sale of the Mississauga division
accounted for approximately $12 million of the decline in sales
while the absence of business from Cell-Loc accounted for
approximately $14 million of the decline.

The cost of sales for fiscal 2002 was $122.3 million, or 99.1%
of sales, compared to cost of sales of $185.6 million, or 120%
of sales for fiscal 2001. The decrease in cost of sales is
attributable to the decline in sales and a lower level of
inventory write-downs during fiscal 2002.

Selling, general and administrative expenses were reduced by
more than $10 million from fiscal 2001 and negative cash flows
from operations were reduced to approximately $1 million for
fiscal 2002 compared to negative cash flows of approximately $27
million and $26 million from operations in fiscal years 2001 and
2000 respectively.

The Company's fiscal 2002 restructuring efforts resulted in a
workforce reduction of 120 employees. Charges related to the
reduction in workforce totaled approximately $1.5 million.

As a result of the financial challenges shown above, during
fiscal 2002, the Company defaulted on its obligations to its
bank lender, the Canadian Imperial Bank of Commerce. As a
result, the CIBC required the Company to make significant
payments in interest, fees and reduction of principal, thereby
further adversely affecting the Company's cash position. The
Company's default in its loan to the CIBC also resulted in a
default of approximately $3 million with respect to capital
lease obligations. A waiver was not obtained from the lessor but
the lessor has not acted on its rights under the default
provisions. The Company has made all of its payments under these
obligations.

The CIBC appointed PriceWaterhouseCoopers as monitor and the
Company otherwise engaged several restructuring firms during
fiscal 2002, resulting in significant extraordinary costs. The
Company also incurred significant legal and other costs in
dealing with supplier and creditor related issues. Total
restructuring and reorganization costs of the Company for fiscal
2002 amounted to approximately $4.3 million.

The Company's ongoing efforts to execute an operational and
financial restructuring resulted in significant developments
after the fiscal year end with respect to the Company's
operational and financial situation. Some of these significant
developments include the following:

On May 14, 2002, a private merchant bank, Valtec Capital
Corporation, acquired the CIBC bank debt, which had an
approximate balance of $8 million upon closing. Since that time,
Valtec has advanced additional sums of approximately $1.5
million to the Company for working capital purposes. Valtec's
agreements with the Company provide for conversion of its loan
into common shares of the Company on terms previously disclosed
and subject to TSE and shareholder approval.

In addition, on May 22, 2002 the Company closed on the sale of
its unprofitable Delta operations and moved all of its
administrative and executive offices from Delta to its
facilities in Kanata and Brockville, Ontario and Ogdensburg, New
York in a bid to further reduce overhead and increase
efficiency.

Despite the challenges of fiscal 2002 and the continued strain
on the Company as it completes its restructuring in the current
year, management remains optimistic as to the long term
prospects for the Company. The Company has reached agreements
with creditors representing in excess of $11 million of
liabilities to compromise their claims against the Company. The
Company expects that these agreements should be finalized in the
near future relieving significant financial pressures and
operational challenges. Finally, the Company continues to
aggressively pursue new sales opportunities from both current
and new customers to be serviced by its North American
facilities and recently added China factory.

AimGlobal Technologies Company, Inc., a company incorporated
under the laws of British Columbia, operates in the electronics
manufacturing services business providing contract manufacturing
for original equipment manufacturers in the medical, aerospace,
wireless, communications, industrial, military and emergency
response markets in Canada and the United States. The Company
offers a full range of services including product development
and design, material procurement and management, prototyping,
manufacturing and assembly, functional and in-circuit testing,
final system box build and distribution.


AIR CANADA: Union President Calls Layoffs a Bullying Tactic
-----------------------------------------------------------
Air Canada's announced layoff of 900 flight attendants is an
unconscionable and transparent attempt to bully its way to
bargaining concessions, says Pamela Sachs, president of the Air
Canada Component.

What is particularly illuminating is the fact that the only two
unions hit with layoffs - the Air Canada Component representing
8,500 cabin crewmembers, and the International Association of
Machinists - are the only two in bargaining with Air Canada,
says Ms. Sachs.

"Enough is enough," says Ms. Sachs. "Our members are tired of
being treated like chattel. They're angry at Air Canada's
constant attempt to demean and belittle their profession. And
they're fed up with this Company's seeming unwillingness to sit
down at the bargaining table and negotiate a contract."

Ms. Sachs said Air Canada is playing a shell game - announcing
layoffs at the mainline while hiring flight attendants to work
for ZIP.

"Make no mistake about it, ZIP will be flying Air Canada routes,
using Air Canada planes and pilots, carrying Air Canada
passengers and taking away Air Canada jobs," she says. "Air
Canada talks of the need to work together but their idea of
cooperation is to do as they please and demand compliance at the
risk of job loss."

The Air Canada Component has filed a common employer application
for ZIP with the Canada Industrial Relations Board. The
application will be heard beginning September 16 in Toronto.

"This is a fight and we will not back down from this fight," Ms.
Sachs says. Ms. Sachs said layoffs could mean less staff for
each flight.

"We saw during last year's layoff. Flights were regularly short
staffed, cabin personnel were routinely flown over their maximum
monthly schedules and forced to work on their days off," she
says. "That is going to put even more pressure on our members
and service to our passengers could suffer."

Ms. Sachs says Robert Milton has told employees that he is
counting on them to do their part and wants everyone in the
airline to treat "each other right."

"We have and will continue to do our part and we will continue
to treat each other right," she says. "And we call on management
to do their part and treat us with the respect we have earned.
It's time for this partnership to be reciprocal."

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


AMES DEPT: Court Okays Stipulation with KRT re Lease Rejection
--------------------------------------------------------------
Ames Department Stores, Inc., with its debtor-affiliates and KRT
Property Holdings, LLC are parties to an October 25, 1999 lease
of nonresidential real property located at Bristol Square
Shopping Center in Bristol, Pennsylvania.  The Debtors utilize
the leased premises for their Store No. 745.

After their extensive reviews of store locations to determine
which locations are integral to the rehabilitation of their
business, the Debtors decided to close Store No. 745.  As a
result, the Debtors and KRT Property reached an agreement to
terminate the Bristol Store Lease.

The Court-approved Stipulation provides that:

A. The Lease will be terminated as of March 20, 2002 and the
    Debtors will no longer have any obligations with respect to
    the Lease;

B. The terms and conditions of the Lease Termination are:

    (a) The Landlord will promptly pay the Debtors $36,299;

    (b) The Landlord will have a rejection damage claim for
        $1,456,979 under the Lease;

    (c) Otherwise, as of the Termination Date, all obligations of
        the Debtors and the Landlord, and all claims and causes
        of action by the parties against one another, arising
        under or pursuant to the Lease as well as any damage
        claims arising as a result of the termination of the
        Lease, are forever released and waived by the parties;
        and

    (d) To the extent the Landlord -- or any of its successors,
        affiliates, or assigns -- has filed any proofs of claim
        in any of the Debtors' Chapter 11 cases with respect to
        the Lease or the Bristol Store, other than in respect of
        the Rejection Damage Claim, that proof of claim will be
        expunged with prejudice, effective as of the Termination
        Date, without further order of the Court. (AMES
        Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ANC RENTAL: Info. Tech Unit Seeks Approval of IT Pact with Perot
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to authorize Debtor, ANC Information Technology LP to enter into
a new Information Technology Services Agreement with Perot
Systems Corporation.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, relates that under a prior Master
Agreement with Perot, effective as of September 30, 2000, ANC
supports I.T. services on separate systems to operate
reservations, rental operations, fleet management, sales and
marketing, and billing for Alamo and National.  National Car
Rental System operates using the I.T. service known as Odyssey
while Alamo Rent-A-Car LLC operates using Legacy.  Ms. Fatell
admits the use of the two separate systems creates cost
redundancies and inefficiencies in the way the Debtors manage
their fleet and their business in general.

The Debtors, Ms. Fatell continues, now want to terminate the old
IT agreement with Perot and replace it with the new I.T.
Services Agreement, which is for a 7-year term.  Under the new
agreement, the Odyssey system will be decommissioned and the
National I.T. operations will be converted to Legacy, which
already has been named One-System.  Annual fees under the prior
agreement are pegged at $40,000,000 to support both the Odyssey
and Legacy Systems.  Under the I.T. Services Agreement, the
annual fees will be reduced to $33,000,000 as a result of
operating under One-System.  ANC will be paying an additional
fixed fee at $12,000,000 in 2002 to perform the One-System
programming and conversion.

Under the I.T. Services Agreement, Ms. Fatell explains that
Perot is to limit its claim against the Debtors under the prior
agreement to $8,900,000, which consists of:

    $3,550,000   operating charges September 2001
    $3,750,000   operating charges October 2001
    $1,450,000   operating charges November 2001
      $150,000   miscellaneous charges pre-September 2001

Under the One-System operations, the Debtors reduce operating
costs for I.T. and associated telecommunications by at least
$45,000,000.  The savings would come from reduced support costs
of $20,000,000 due to One-System, reduced amortization of
$18,000,000 due to the write off of the Odyssey system, and the
remainder due to reduced equipment costs and telecommunications
rates.

Ms. Fatell asserts that the new I.T. agreement will pave the way
for an increase in the Debtors' operating efficiency.  One-
System will require fewer employees and will require less time
to train reservation and rental agents.  Fewer keystrokes will
be required to rent or make a reservation and will be easier for
the Debtors to track automobiles and financing.  In addition,
the Debtors will be able to eliminate redundant maintenance and
support for two separate systems. (ANC Rental Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AT&T WIRELESS: Names Marilyn Wasser as EVP & Corp. Secretary
------------------------------------------------------------
AT&T Wireless named Marilyn Wasser as executive vice president,
corporate secretary and associate general counsel - Corporate.

She will join the company on September 3, 2002.

As corporate secretary, Wasser will be responsible for all legal
and administrative support for the Board of Directors, board
committees, the annual shareholder meeting as well as for all
corporate governance activities. As associate general counsel -
Corporate, Wasser will lead Legal support for the company's U.S.
and international acquisitions, divestitures, ventures,
partnerships, affiliations, and alliances. She will also provide
direct Legal support for all compliance activity related to the
company's finance, treasury and investor relations functions.
This includes compliance with both the Securities and Exchange
Commission and New York Stock Exchange.

Most recently, Wasser, 47, served as corporate secretary and
vice president - Law for corporate matters at AT&T. She has been
AT&T's corporate secretary for eight years, working closely with
chairman and CEO C. Michael Armstrong and former chairman and
CEO Robert E. Allen on regulatory, corporate governance and
investor activities. She has played a key role in AT&T's major
corporate restructurings, divestitures and acquisitions,
including the $11 billion acquisition of McCaw Cellular in 1994,
which formed the core of the AT&T Wireless company, the 1996
spin off of Lucent Technologies, the 1999 $48 billion merger
with TCI and the acquisition of MediaOne, and the 2000
announcement of the AT&T's restructuring into four separate
companies. Most recently, she played a lead role in the sale of
AT&T Broadband to Comcast as well as securing shareholder
approval of creating AT&T Consumer as a tracking stock.

"Marilyn is one of the nation's top corporate lawyers and an
expert in matters of corporate governance," said John D. Zeglis,
chairman and CEO. "She has a proven record of execution and
achievement in the telecom industry and she is no stranger to
AT&T Wireless. She was AT&T's principal lawyer in arranging the
merger with McCaw Cellular in 1994 and she was at the center of
the work that crafted our split-off from AT&T last summer. I
know that we will benefit from her deep experience, wise
counsel, and dedication to excellence."

Wasser earned her A.B. degree in government from Smith College
and received her law degree with honors from Case Western
Reserve University School of Law. She and her husband, Eric,
live in New Jersey with their three children.

AT&T Wireless (NYSE:AWE) is the largest independently traded
wireless carrier in the United States, following our split from
AT&T on July 9, 2001. We operate one of the largest digital
wireless networks in North America. With more than 19.95 million
subscribers, and full-year 2001 revenues exceeding $13.6
billion, AT&T Wireless is committed to being among the first to
deliver the next generation of wireless products and services.
Today, we offer customers high-quality mobile wireless
communications services, voice or data, to businesses or
consumers, in the U.S. and internationally. AT&T Wireless
Customer Advantage is our commitment to ensure that customers
have the right equipment, the right calling plan, and the right
customer services options -- today and tomorrow. For more
information, please visit http://www.attwireless.com


BIG 5 CORP: S&P Ups Rating to B+ Over Strengthened Fin'l Profile
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on regional sporting goods retailer Big 5 Corp., to
single-'B'-plus from single-'B' based on Big 5's strengthened
financial profile due to its consistent operating performance,
and Standard & Poor's expectations that the solid operating
performance will be sustained.

The outlook is stable.

El Segundo, California-based Big 5 had about $156 million total
debt outstanding as of June 30, 2002. Big 5 is the leading
sporting goods retailer in the western U.S., with about 260
stores averaging about 11,000 square feet each.

"The rating on Big 5 reflects its regional concentration, the
intense competition in the sporting goods retailing industry,
and high debt leverage," Standard & Poor's credit analyst Ana
Lai said. "These risks are partially offset by the company's
leading position in its core markets and its consistent
operating performance."

Standard & Poor's said the company's financial profile has
strengthened as cash flow increased while debt levels declined
modestly. Following a leveraged recapitalization in 1997, EBITDA
coverage of interest increased to 2.5 times for the 12 months
ended June 30, 2002, from 1.6x in 1998, and total debt to EBITDA
declined to 4.2x from 6.1x over the same period. Proceeds from
Big 5's recent IPO of common equity were used to retire non-cash
paying holding company debt and preferred stock, improving its
capital structure and alleviating future refinancing needs.

Financial flexibility is adequate given the lack of near-term
maturities and availability under the company's revolving credit
facility, which matures in March 2003. The revolving credit
facility provides maximum borrowing of $125 million and is
subject to a borrowing base.

Big 5's leading position in its core markets and consistent
operating performance provide rating stability. However,
continued improvement in its financial profile could result in
an outlook revision to positive over the next two years.


BUDGET GROUP: Gets Nod for Insurance Financing Arrangements
-----------------------------------------------------------
Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, tells the Court that in connection
with their day-to-day operations, Budget Group Inc., and its
debtor-affiliates are either required by law or compelled by
sound business judgment to maintain various forms of insurance,
including, among others, coverage for general liability,
employment practice liability insurance, workers' compensation,
criminal loss, property, casualty and excess liability.  To
maintain the insurance coverage, the Debtors in many cases are
required to prepay the full premiums for the applicable coverage
period.

Mr. Kosmowski relates that with respect to some insurance
coverage, prepaying the full premiums imposes a significant
financial burden on the Debtors.  To lessen this burden, prior
to the Petition Date, the Debtors financed the premiums for
certain insurance coverage for claims relating to:

    -- fiduciary liability in connection with the Debtors'
       retirement policies,

    -- losses resulting from criminal activity and property
       losses, and

    -- the Debtors' lead umbrella policy.

As of the Petition Date, the Debtors financed the premiums for
certain of its insurance coverage under three Premium Finance
Arrangements.  Under each of the Debtors' Premium Finance
Arrangements, certain premium finance companies pay the initial
deposit premium due under the Financed Insurance Policies.  The
Debtors are then obligated to repay the amount financed under
the Premium Finance Arrangements through periodic installments
over the term of the Premium Finance Arrangements.

The Debtors seek the Court's authority to pay, at their sole
discretion, all postpetition installment payments under certain
prepetition insurance premium finance arrangements as they
become due.

               UPAC Premium Finance Arrangement

The Debtors executed a Premium Finance Arrangement with UPAC
effective from April 24, 2002 through April 24, 2003, to finance
the premiums required to obtain insurance for claims relating to
fiduciary liability in connection with the Debtors' retirement
policies and losses resulting from criminal activity.  Pursuant
to the terms of the UPAC Premium Finance Arrangement, the
Premium Finance Company paid $253,339 in insurance premiums to
the issuers of the applicable Financed Insurance Policies.  In
return, the Debtors were obligated to repay UPAC with a $51,872
downpayment and nine monthly installments $23,313.69 at an
annual interest rate of 8.99%.

As of the Petition Date, the Debtors were current on all of
their obligations to the Premium Finance Company under the UPAC
Premium Finance Arrangement.  The next installment payment of
$23,313.69 under the UPAC Premium Finance Arrangement is due on
August 24, 2002 and the final installment payment will be due on
January 23, 2003.

        A.I. Credit Corporation Premium Finance Arrangement

To finance the premiums required to obtain insurance for claims
resulting from property losses, the Debtors executed a Premium
Finance Arrangement with A.I. Credit Corporation effective from
June 20, 2002 through February 20, 2003.  Pursuant to its the
Premium Finance Company paid $3,295,301.35 in insurance premiums
to the applicable Insurers.  In return, the Debtors were
obligated to repay the Premium Finance Company with a
$988,590.41 downpayment and eight monthly installments of
$294,508.04 at an annual interest rate of 4.75%.

As of the Petition Date, the Debtors were current on all of
their obligations to the Premium Finance Company under the A.I.
Credit Corporation Premium Finance Arrangement.  The next
installment payment of $294,508.04 under the A.I Credit
Corporation Premium Finance Arrangement is due on August 20,
2002 and the final installment payment will be due on February
20, 2003.

Mr. Kosmowski narrates that the UPAC and A.I. Credit Corporation
Premium Finance Arrangements contain provisions that permit the
Premium Finance Companies to cancel the Financed Insurance
Policies if the Debtors default on their payment obligations
under the Premium Finance Arrangements.  Upon cancellation, the
Premium Finance Companies are entitled to collect any unearned
premiums or other amounts payable under the Financed Insurance
Policies and apply these amounts to reduce the Debtors'
outstanding obligations under the Premium Finance Arrangements.

        Commercial Umbrella Premium Finance Arrangement

The Debtors entered into a Premium Finance Arrangement with
Continental Casualty Company to finance the premiums required to
obtain the Debtors' lead umbrella policy, whereby the Premium
Finance Company, in this case A.I. Credit Corporation, paid
Continental Casualty Company an initial estimated deposit
insurance premium of $5,230,113 and the Debtors are obligated to
repay the premium installment payments directly to Continental
Casualty Company.

As of the Petition Date, the Debtors were current on all of
their obligations to the Continental Casualty Company under the
Commercial Umbrella Premium Finance Arrangement.  The next
installment payment of $1,780,240 under the Commercial Umbrella
Premium Finance Arrangement is due on September 1, 2002.  The
Commercial Umbrella Premium Finance Arrangement policy will not
take effect until the September 1, 2002 premium installment is:

    -- paid in full, and

    -- deposited in the account of Continental Casualty Company
       or its designated collection agent.

If the September 1, 2002 premium installment is timely made in
full, the policy provided under the Commercial Umbrella Premium
Finance Arrangement will be effective from September 1, 2002
through June 1, 2003, with the final installment payment due on
February 1, 2003.

               Necessity of the Insurance Premiums

If the postpetition installment payments under the Premium
Finance Arrangements are not paid as they come due, Mr.
Kosmowski fears that the Premium Finance Companies or Insurers
could seek relief from the automatic stay to terminate the
Financed Insurance Policies.  If the Premium Finance Companies
succeed in their request, Mr. Kosmowski says, the Debtors would
be forced to seek replacement insurance coverage.  And even if
the Debtors were able to purchase replacement insurance
coverage, Mr. Kosmowski relates, it is doubtful that the Debtors
would be able to do so on terms and conditions as favorable as
those presently in place under the Financed Insurance Policies.
Given the current circumstances, Mr. Kosmowski observes, there
is no assurance that the Debtors would be able to obtain
replacement insurance quickly enough to prevent a lapse in
coverage.  Any interruption in the insurance coverage would
expose the Debtors to serious risks, including:

  * the possible incurrence of direct liability for the payment
    of claims that otherwise would have been payable by the
    Insurers under the Financed Insurance Policies,

  * the possible incurrence of material costs and other losses
    that otherwise would have been reimbursed by the Insurers
    under the Financed Insurance Policies,

  * the possible loss of good-standing certification to conduct
    business in states that require companies like the Debtors to
    maintain certain types and levels of insurance coverage,

  * the possible inability to obtain similar types and levels of
    insurance coverage, and

  * the possible incurrence of higher costs for reestablishing
    lapsed policies or obtaining new insurance coverage.

Mr. Kosmowski assures the Court that the Debtors have sufficient
cash to pay all of the postpetition installment payments under
the Premium Finance Arrangements as the amounts become due in
the ordinary course of their businesses.

                            *   *   *

Judge Walrath grants the Debtors' motion and authorizes them to
pay all amounts due to continue the Company's insurance
coverage.  (Budget Group Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BD06USR1) are quoted between 18.5 and 20.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for
more real-time bond pricing.


BUDGET GROUP: Canada Unit Airs Approval of Cendant's Acquisition
----------------------------------------------------------------
Our U.S. franchisor, Budget Group Inc., including certain of its
operating subsidiaries in the United States, has entered into a
definitive agreement with Cendant Corporation that will see
Cendant acquire substantially all of the assets of Budget Group
Inc. While Budget Rent a Car (Canada) operates independently
from Budget Group, we view this as very positive news for the
overall corporation.

Cendant Corporation is one of the foremost providers of travel
and real estate services in the world. The company owns and
operates a number of highly respected international brands,
including Avis North America, Ramada, Days Inn and Century 21.
We believe Cendant's acquisition of Budget Group offers the
best solution to provide the capital and financing necessary to
ensure the long-term success of the Budget brand.

In Canada, Budget Rent a Car continues to be a system of
Canadian owned and operated franchises. We currently have more
than three hundred and sixty five operating locations throughout
Canada and employ over 3,000 people with a fleet of 26,000 cars
and light trucks - the largest in Canada in all of
these categories.

Budget Canada enjoys a diverse car and truck rental business
both on-airport and in neighbourhood markets. Even with its
prominent on-airport presence, 65% of locations in Canada are
off-airport, servicing local neighborhoods. Through its
diversity and financial independence, Budget Rent a Car of
Canada continues to grow and prosper. The Company is and will
continue to be in a position to meet and exceed our customers'
and clients' vehicle rental needs.


BURLINGTON: Fabrics Selling Assets to Investment II for $4.5MM
--------------------------------------------------------------
Burlington Industries, Inc., has a tax basis of an estimated
$300,000,000 in stock of Burlington Fabrics Inc.  Burlington
owns 100% of the stock of Burlington Fabrics, Inc.  However,
during the current tax year, Burlington Fabrics has ceased all
operations, has become insolvent, and its stock has become
worthless.  Therefore, Rebecca L. Booth, Esq., at Richards,
Layton & Finger, in Wilmington, Delaware, asserts, Burlington
will be entitled to an ordinary income tax deduction in the
current tax year of an estimated $300,000,000 for its loss
resulting from worthless stock as long as Burlington Fabrics
has, during the tax year, disposed of substantially all of its
assets and transferred all of the proceeds to its creditors in
payment or partial payment of its debt obligations.

By this motion, Burlington Fabrics and Burlington Investment II,
Inc. seek the Court's authority:

    (a) for Burlington Fabrics to sell its assets to Burlington
        Investment II for $4,500,000 free and clear of all liens,
        encumbrances or other interests and in accordance with
        the parties' Term Sheet; and

    (b) for Burlington Fabrics to transfer the Purchase Price and
        the Remaining Assets to an irrevocable trust for the sole
        benefit of its creditors.

Ms. Booth contends that the only way to obtain the maximum
benefit of the Deduction is for Burlington Fabrics to complete
the disposition of its assets before the end of the Debtors'
fiscal year -- September 28, 2002.  This will allow Burlington
to take the Deduction for the 2002 fiscal year.

Ms. Booth explains that the current benefit of using tax
deduction in 2002 would result from an additional tax refund --
cash flow -- due to a 5-year tax loss carryback provision that
is not available by law after 2002.  Besides the cash flow
advantages, the use of a tax loss carryback is not subject to
other limitations that are generally applicable tax loss
carryforwards in bankruptcy cases.

Ms. Booth assures the Court that the proposed Intercompany
Transaction is in the best interest of the Debtors and their
estates.  Besides the dramatic increase in tax refund, should
the Transaction be consummated prior to the conclusion of the
Debtors' fiscal year, the Intercompany Transaction allows the
Debtors to reduce their U.S. manufacturing base for apparel
fabrics in response to slowing economic conditions and continued
import competition.

As a result, the Burlington Fabrics' operations have been closed
and discontinued and are not to be consolidated or continued by
any of the other Debtors.  "The sale of the Assets will allow
Burlington Fabrics to complete the closure process and relieve
it of the ongoing costs associated with its administration,"
according to Ms. Booth.  Ms. Booth contends that the Purchase
Price is fair and reasonable because Burlington Fabrics
commissioned appraisals to provide an independent professional
analysis and valuation of the fixed assets in connection with
the Intercompany Transaction.

The salient terms under the Intercompany Transaction are:

A. Burlington Fabrics Assets

    All of Burlington Fabrics' interest in real property;
    personal property; contract rights; permits; intangible
    assets; books and records; all claims, choses in action and
    lawsuits against third parties including avoidance actions
    under the Bankruptcy Code; and all pending litigation, other
    than remaining assets;

B. Purchase Price: $4,500,000

    Burlington Investment II will pay in cash or with a
    promissory note at the closing of the Intercompany
    Transaction;

C. Transfer of Assets for benefit of Creditors

      (i) Burlington Fabrics will retain these assets:

          -- the proceeds of certain court-approved transactions,
             totaling $9,500,000; and

          -- intercompany receivables from Burlington having a
             face amount of $78,000,000 and a fair market value
             of $15,000,000;

     (ii) Burlington Fabrics will transfer the Purchase Price and
          the Remaining Assets to an irrevocable trust for the
          sole benefit of Burlington Fabrics' creditors.
          Burlington Fabrics will not retain any reversionary
          interest in these proceeds.  The assets will remain in
          this trust until a distribution to Burlington Fabrics'
          creditors is authorized by the Court;

    (iii) Burlington Fabrics may elect to sell the Intercompany
          Receivables to Burlington Investment II.  If the
          Intercompany Receivables are included in the Assets to
          be sold, the Purchase Price will be increased by the
          fair market value of the Intercompany Receivables and
          the proceeds of the sale, instead, if the Intercompany
          Receivables themselves, will be transferred to the
          irrevocable trust; and

     (iv) Burlington Fabrics' obligations include:

          -- $75,688,000 owed to Debtor Burlington Investment
             Inc. of which:

             (a) $62,774,000 is evidenced by unsecured bonds
                 issued by the Mississippi Business Finance
                 Corporation and held by Burlington Investment;
                 and

             (b) $12,894,000 is evidenced by an unsecured note
                 issued by Burlington Fabrics to Burlington
                 Investment;

          -- an unresolved amount owed to various taxing
             authorities on an unsecured priority basis;

          -- various amounts to certain trade creditors on an
             unsecured non-priority basis; and

          -- a joint and several guarantee of borrowings
             outstanding and accrued interest thereon and other
             amounts due with respect to the borrowings under:

             (a) the September 30, 1998 Credit Agreement as
                 amended and restated as of December 5, 2000;

             (b) the November 15, 2001 Revolving Credit and
                 Guarantee Agreement; and

D. Tax Deduction

      (i) Upon completion of the Intercompany Transaction,
          Burlington will claim a "worthless stock deduction" of
          an estimated $300,000,000 under Section 165(g)(3) of
          the Internal Revenue Code with respect to the common
          stock of Burlington Fabrics in its fiscal year 2002
          consolidated tax return.  Burlington expects that the
          Deduction will generate an additional tax refund of
          between $25,000,000 and $40,000,000; and

     (iv) Burlington also expects that the Deduction will create
          a tax loss carry forward ranging from $100,000,000 to
          $200,000,000, which can be utilized in fiscal year 2003
          and subsequent years to the extent of taxable income in
          those years.

                      Clarke County Reacts

The Clarke County in Mississippi wants the Debtors to first
satisfy its tax liens, including accrued statutory interest,
before the sale of the Mississippi assets is consummated.

Rafael X. Zahralddin-Aravena, Esq., at Ashby & Geddes, in
Wilmington, Delaware, informs Judge Newsome that Burlington
Fabrics owes $460,991 to the Clarke County for unpaid taxes on
certain real and personal property located in Clarke County,
Mississippi.  Interest continues to accrue on the taxes.  Thus,
Clarke County holds a first priority lien on the Mississippi
Assets. (Burlington Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CLASSIC COMMUNICATIONS: Has Until October 8 to Decide on Leases
---------------------------------------------------------------
Classic Communications, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to further extend their time to assume,
assume and assign, or reject unexpired nonresidential real
property leases.  The Court gives the Debtors until October 8,
2002 to make decisions about how to treat each of their
unexpired leases.

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 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.


COHO ENERGY: Denbury Offers $50M for Gulf Coast Assets
------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR), in conjunction with Denbury
President and CEO Gareth Roberts' presentation 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 ("CO2") 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.

                             *   *   *

As previously reported, an auction was held in the U.S.
Bankruptcy Court in Dallas, Texas on June 27, 2002 for the sale
of all of Coho Energy's oil and gas properties. Citation Oil &
Gas Corp., made the winning bid of $165.5 million for Coho
Energy's oil and gas properties located in Oklahoma and Red
River County, Texas.  Denbury Resources, Inc., was the winning
bidder for Coho Energy's oil and gas properties located in
Mississippi and Navarro County, Texas with a bid price of $50.3
million. The property sales are scheduled to be completed in
late August 2002, subject to completion of title and
environmental reviews and final approval by the court.

Since the estimated claims of Coho Energy's creditors in its
bankruptcy proceedings aggregate in excess of $335 million, it
is unlikely that Coho Energy's shareholders will receive any
distribution upon liquidation of the company.

Coho Energy, Inc., Coho Resources, Inc., and Coho Oil & Gas,
Inc., filed for chapter 11 protection on February 6, 2002, in
the U.S. Bankruptcy Court for the Northern District of Texas.
Judge Barbara J. Houser presides over the cases.  Michael W.
Anglin, Esq., at Fulbright & Jaworski in Dallas represents the
Debtors.


COMDISCO: Books $57 Million for Total Direct Bankruptcy Costs
-------------------------------------------------------------
On August 12, 2002, Comdisco, Inc., emerged from bankruptcy with
a new board of directors and a new audit committee.  The Company
needs an extra five days to enable the audit committee to do the
appropriate due diligence with the Company, management and the
Company's outside accountants necessary to complete the
Form 10-Q financial information to be filed with the SEC.

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

As a result of the bankruptcy filing the Company expects to
record in excess of $57 million of reorganization costs directly
related to the bankruptcy.


CONSOLIDATED FREIGHTWAYS: Violates Nasdaq Listing Requirements
--------------------------------------------------------------
Consolidated Freightways Corporation (Nasdaq:CFWYE) has been
notified by The Nasdaq Stock Market (Nasdaq) that, because of
NASD Marketplace Rule 4310(c)(14) requiring timely filing of the
company's Form 10-Q, and because of previously announced company
delays in filing its second quarter Form 10-Q, the company's
ticker symbol has been changed from CFWY to CFWYE.

In addition, for the same reasons stated above, the company was
notified through a letter from Nasdaq that its common stock is
subject to Nasdaq de-listing. The company will request an appeal
hearing, which will stay a de-listing.

The company stated in a press release on August 19 that, because
Chief Executive Officer John Brincko recently joined the company
on May 28, 2002 and Chief Financial Officer Steve Sokol was
appointed on July 1, 2002, the company has not had sufficient
time to complete second quarter financial statements and the
related management's discussion and analysis of financial
condition and results of operations. As previously reported, the
company continues to work on the Form 10-Q and expects to file
within approximately two weeks.

The company said that its expected 10-Q filing will cure what is
the only alleged deficiency and will allow the company's
securities to remain listed on Nasdaq.

Consolidated Freightways Corporation is comprised of national
less-than-truckload carrier Consolidated Freightways, third-
party logistics provider Redwood Systems, Canadian Freightways
LTD, Grupo Consolidated Freightways, the company's subsidiary in
Mexico, and CF AirFreight, an air freight forwarder.


CORAM HEALTHCARE: Trustee Wants Reed Smith to Continue Services
---------------------------------------------------------------
Arlin M. Adams, the Chapter 11 Trustee of the bankruptcy estates
of Coram Healthcare Corp., and its debtor-affiliates, seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to continue the employment of Reed Smith Shaw & McClay
LLP.

Reed Smith represented the Debtors in healthcare regulatory and
general corporate matters before the Petition Date and continued
to do so after the Petition Date. Reed Smith is very familiar
with the Debtors' businesses. The Trustee believes that Reed
Smith is uniquely qualified to continue providing its
professional services to the Trustee.

The Trustee needs Reed Smith to:

      a. render assistance and advice, and represent the Trustee
         with respect to, healthcare regulatory issues arising
         from or impacting the Estates or these Chapter 11 cases,
         including compliance with Stark II regulations;

      b. render legal advice concerning general healthcare
         regulatory matters, including the Debtors' Medicaid
         acceptance policies, prompt pay guidelines, and FDA
         regulations;

      c. prepare on behalf of the Trustee necessary regulatory
         motions, reports and related legal papers;

      d. appear in court and before administrative bodies to
         represent the Trustee on subjects relating to healthcare
         regulation; and

      e. all other related legal services and general corporate
         matters which are appropriate, necessary and proper in
         these Chapter 11 cases.

The principal attorneys designated to represent the Trustee and
their current hourly rates are:

           Eugene Tillman          $400 per hour
           Steven C. Robbins       $325 per hour
           Carol C. Loepere        $350 per hour
           Thomas J. Duman         $380 per hour

Coram Healthcare, a provider of home infusion-therapy services
filed for Chapter 11 bankruptcy protection on August 8, 2000.
Goldman Sachs and Cerberus Partners each own about 30% of the
firm. Christopher James Lhuiler, Esq., at Pachulski Stang Ziehl
Young & Jones PC represents the Debtors in their restructuring
efforts.


CONTOUR ENERGY: Shareholder Proofs of Interest Due October 1
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Houston Division requires all persons and entities that
assert an equity Interest in Contour Energy Co., and its debtor-
affiliates to file a proof of such interest or be forever barred
from asserting it by either:

      a) filing an original proof of interest with the Clerk
         of the United States Bankruptcy Court, 515 Rusk Street,
         Room 1217, Houston, Texas, 77002,

      b) mailing an original proof of interest to Donlin,
         Recano & Company, Inc., as Agent for the United States
         Bankruptcy Court, Re: Contour Energy Co., et al ., P.O.
         Box 2075, Murray Hill Station, New York, New York 10156,
         or

      c) delivering an original proof of interest by messenger
         or overnight mail to Donlin, Recano & Company, Inc., as
         Agent for the United States Bankruptcy Court, Re:
         Contour Energy Co., et al., 419 Park Avenue South, Suite
         1206, New York, New York 10016,

not later than 4:30 p.m. (Prevailing Central Time) on or before
October 1, 2002.

"Interest" means an equity security interest in:

      a) shares of a corporation, whether or not transferable or
         denominated "stock" or similar security;

      b) interest of a limited partner in a limited partnership;
         or

      c) warrant or right, other than the right to convert, to
         purchase sell or subscribe to a share, security, or
         interest of a kind specified in (a) or (b).

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., at 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.


COUER d'ALENE: First Quarter Net Loss Slides-Up to $12 Million
--------------------------------------------------------------
Couer d'Alene Mines' product sales in the first quarter of 2002
decreased by $1.5 million, or 9%, from the first quarter of 2001
to $16.5 million. The decrease in sales is primarily
attributable to the shutdown of the Petorca mine in August 2001.
In the first quarter of 2002, the Company produced a total of
2,889,309 ounces of silver and 16,423 ounces of gold compared to
2,631,717 ounces of silver and 26,678 ounces of gold in the
first quarter of 2001. In the first quarter of 2002, the Company
realized average silver and gold prices of $4.45 and $291,
respectively, compared with realized average prices of $4.52 and
$270, respectively, in the prior year's first quarter. The
decline in gold production was primarily due to lower production
from Petorca, which was shutdown in June of last year. This was
partially offset by higher gold prices realized and higher
silver production at the Rochester and Galena mines.

Interest and other income in the first quarter of 2002 increased
by $0.5 million compared with the first quarter of 2001. The
increase is primarily due to a $0.4 million increase in gains
recorded on the sale of short-term investments.

                       Costs and Expenses

Production costs in the first quarter of 2002 decreased by $0.2
million, or 1%, from the first quarter of 2001 to $18.0 million.

Depreciation and amortization decreased in the first quarter of
2002 by $1.0 million, or 33%, from the prior year's first
quarter, primarily due to reduced depletion at the Rochester
mine and none taken at the Petorca mine due to suspension of
operations.

Administrative and general expenses decreased $0.2 million in
the first quarter of 2002 compared to 2001, due to continued
cost reduction measures in 2002.

Exploration expenses decreased by $0.8 million in the first
quarter of 2002 compared to 2001, due to the Company's decision
to limit the amount of exploration in 2002.

Pre-feasibility expenses increased by $0.8 million due to
increased spending on the San Bartolome silver project.

Interest expense increased $0.7 million primarily due to make
whole interest paid to holders of the 13-3/8% notes that
converted their holdings to common stock.

Other expenses increased $0.8 million primarily due to
additional mine care and maintenance expenditures at both the
Petorca and Cerro Bayo mines, and the additional expense
recorded in connection with the repurchase of 6% debentures in
the first quarter of 2002.

As a result of the above mentioned factors, as well as debt
retirement, the Company's net loss amounted to $11.9 million in
the first quarter of 2002 compared to a net loss of $8.1 million
in the first quarter of 2001.

The Company's working capital at March 31, 2002 was
approximately $26.3 million compared to $28.6 million at
December 31, 2001. The ratio of current assets to current
liabilities was 1.7 to 1.7 at March 31, 2002 compared to 1.7 to
1.0 at December 31, 2001.

Net cash used in operating activities in the three months ended
March 31, 2002 was $5.5 million compared to $6.0 million in the
three months ended March 31, 2001. Net cash used in investing
activities in the 2002 period was $0.4 million compared to net
cash provided in investing activities of $16.5 million in the
prior year's comparable period. The cash provided in the 2001
period was attributable to net proceeds of $14.7 million
received from the sale of the Company's interest in Gasgoyne.
Net cash used in financing activities was $0.1 million in the
first three months of 2002, compared to $0.3 million used in the
first three months of 2001. As a result of the above, cash and
cash equivalents decreased by $6.0 million in the first three
months of 2002 compared to an increase of $10.2 million for the
comparable period in 2001.

                         *   *   *

As previously reported, Coeur d'Alene Mines Corporation
dismissed Arthur Andersen LLP 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.


CREDIT SUISSE: Fitch Affirms Low-B Ratings on 5 Cert. Classes
-------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 2001-CK3,
$38.8 million class A-1, $105.5 million class A-2, $127 million
class A-3, $582.4 million class A-4 and interest-only class A-X
are affirmed at 'AAA' by Fitch Ratings.

In addition, Fitch affirms the:

    -- $42.3 million class B at 'AA',
    -- $56.3 million class C at 'A',
    -- $11.3 million class D at 'A-',
    -- $14.1 million class E at 'BBB+',
    -- $25.4 million class F at 'BBB',
    --  $8.0 million class G-1 at 'BBB-',
    -- $11.7 million class G-2 at 'BBB-',
    -- $14.1 million class H at 'BB+',
    -- $24.8 million class J at 'BB',
    --  $9.0 million class K at 'BB-',
    -- $12.7 million class L at 'B+' and
    --  $9.9 million class M at 'B'.

Fitch does not rate the $6.8 million class N nor $15.8 million
class O certificates. The affirmations follow Fitch's annual
review of the transaction, which closed in June 2001.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing. No loans have been delinquent or specially serviced
since closing. As of the August 2002 distribution date, the
pool's aggregate certificate balance has decreased by 1% since
closing to $1.12 billion from $1.13 billion. The certificates
are collateralized by 169 fixed-rate mortgage loans, consisting
primarily of multifamily (31% by balance), retail (30%), and
office (27%) properties, with significant concentrations in
California (25%), New York (12%), and Texas (9%).

Key Commercial Mortgage, the master servicer, provided year-end
(YE) 2001 borrower operating statements for 93% of the pool's
outstanding balance. The weighted average debt service coverage
ratio (DSCR) for YE 2001 increased to 1.54 times from 1.50x at
closing. Three loans (0.77%) reported YE 2001 DSCRs below 1.00x.

Fitch reviewed the performance and underlying collateral of the
deal's two shadow-rated loans, 888 Seventh Avenue (9.4%) and
Atrium Mall (4.3%), which are both considered investment grade.
DSCRs for these loans are calculated using borrower-reported net
operating income less required reserves and debt service
payments based on the original balance and a stressed refinance
constant of 9.23%.

The 888 Seventh Avenue (9.4%) is an office property located in
New York, NY. The property contains 874,000 sq. ft. and was
built in 1971 (renovated in 1998). Occupancy as of Dec. 31, 2001
was 93%, which is unchanged from closing. The trailing-twelve
month Dec. 31, 2001 DSCR has increased to 1.77x from 1.36x at
closing.

The Atrium Mall (4.3%) is a 215,000 sq. ft. retail center
located in Chestnut Hill, MA. Occupancy was 92% as of Dec. 31,
2001, which is unchanged from closing. Major tenants include
Borders Books (13% of net rentable area), The Gap/Gap Kids (9%)
and Pottery Barn (7%). Sales at closing were in excess of $600
per square foot. and recent store sales were not made available.
The TTM March 31, 2002 DSCR increased to 1.64x from 1.49x at
closing. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


DENBURY RESOURCES: Presents Plans to $50M of COHO's Assets
----------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR), in conjunction with Denbury
President and CEO Gareth Roberts' presentation 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 ("CO2") 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.

                             *   *   *

As previously reported in the May 23, 2002 issue of the Troubled
Company Reporter, Standard & Poor's raised the corporate credit
rating on Denbury Resources Inc. to double-'B'-minus from
single-'B'-plus and revised its outlook to stable from positive.

The upgrade on Denbury's corporate credit rating reflects: --
Management's continuing maintenance of leverage that is
consistent with the double-'B' rating category; since the severe
industry downturn of 1998-1999 when Denbury's financial
resources were strained, the company has operated with a more
disciplined financial philosophy, including protecting cash
flows with commodity price hedges, when appropriate. --Expected
improvement in the company's financial profile resulting from
likely elevated oil prices in 2002. --Expectations for prudent
reinvestment of upcycle cash flows. --Good production growth
during the next two years from Denbury's long lead-time
development projects in Mississippi, which will further enhance
the company's debt-service capacity.


eB2B COMMERCE: Will Delay Filing Form 10-QSB for June Quarter
-------------------------------------------------------------
eB2B Commerce Inc. is delaying the filing of its period ending
June 30, 2002, financial information with the SEC since the
Company has replaced its former auditors. As a result, the new
auditors' review of the Form 10-QSB for the quarterly period
ended June 30, 2002 will take an extended period of time as such
firm becomes knowledgeable about the Company and its finances.
As a result, additional time is required to file.

The Company's operating results for the second quarter of 2002
compared to the second quarter of 2001 are as follows: Revenues
for the second quarter of 2002 were approximately $1.0 million
compared to $1.7 million in the second quarter of 2001. Revenues
for the six months ended June 30, 2002 were
approximately $2.6 million compared to $3.5 million for the six
months ended June 30, 2001. The Company's net loss for the three
month and six month periods ended June 30, 2002 was
approximately $1.6 million and $3.2 million, respectively,
compared to $10.1 million and $18.2 million for the similar
periods in the prior year.


ELIZABETH ARDEN: Inks Pact with QRS to Provide Elec. Services
-------------------------------------------------------------
QRS Corporation (Nasdaq: QRSI), a leading provider of adaptive
commerce solutions for the extended supply chain, announced that
Elizabeth Arden (Nasdaq: RDEN), a leading global marketer and
manufacturer of beauty products, has extended its agreement with
QRS to be the provider of choice for electronic communication
and catalogue services for Elizabeth Arden's global trading
community.

With this agreement, Elizabeth Arden will expand the use of QRS
Data Exchange and QRS Catalogue(TM) beyond its U.S. divisions to
the entire company worldwide. By extending QRS solutions across
the extended supply chain, Elizabeth Arden will streamline
business processes with hundreds of retail trading partners to
speed purchases, minimize errors and enhance business
relationships that drive revenue growth.

QRS Data Exchange is part of the QRS Exchange(TM) suite of
solutions, which supports all of the essential computing
environments and data formats to achieve a rapid return on
electronic commerce initiatives. Whether hosted, IP-based or
fully managed, QRS Exchange offerings -- including Internet
Transaction Exchange, Enterprise Business Exchange, Data
Exchange, Web Forms and Managed EC -- help vendors
electronically collaborate and transact with retailers to
optimize business operations.

QRS Catalogue, the retail industry's most comprehensive product
content synchronization and management application will continue
to allow Elizabeth Arden to maximize efficiencies throughout its
extended supply chain. QRS Catalogue, the retail industry's
largest product database, centralizes the communication of
detailed product attribute information for over 88 million
current and unique items from more than 3,500 vendors,
manufacturers, distributors and their retail customers.
Synchronization features allow Elizabeth Arden to publish its
product information one time, controlling distribution access by
retailers, items and attributes. This saves time, preserves data
accuracy and establishes unique trading relationships.

"With QRS, every single trading partner benefits by gaining
access quickly to a global, open-commerce community in the most
secure and reliable way," said Dave Lathan, director of
information technology for Elizabeth Arden. "The retail industry
depth of QRS Catalogue and the extensive data connectivity
readily available with QRS Exchange mean better access to
precise beauty product details for more retail partners
worldwide."

"We are pleased that Elizabeth Arden, one of the world's most
respected beauty product manufacturers, decided to extend the
use of QRS software and services to further drive business
growth," said Liz Fetter, president and CEO of QRS. "Renewed
business from global retail leaders like Elizabeth Arden is
proof that our adaptive commerce solutions deliver effective
retail results today."

Elizabeth Arden is a leading global marketer and manufacturer of
prestige beauty products. The Company's portfolio of leading
brands includes, among others, the fragrance brands Red Door,
Elizabeth Arden Green Tea, 5th Avenue, Elizabeth Taylor's White
Diamonds and Passion, White Shoulders, Geoffrey Beene's Grey
Flannel, Halston, Halston Z-14, PS Fine Cologne for Men, Design
and Wings by Giorgio Beverly Hills; the Elizabeth Arden skincare
line including Ceramide and Millenium; and the Elizabeth Arden
color cosmetics line.

QRS has been building, automating and managing retail trading
relationships through innovative software applications and
services since 1988.

QRS is an established leader in providing adaptive commerce
solutions for the extended supply chain. QRS offers scalable
trading community connectivity; reliable product content
management; real-time, synchronized transaction delivery; and
Web-enabled sourcing and procurement. QRS solutions are used by
more than 8,000 retail industry customers* representing the
world's top retailers, vendors and manufacturers, including
Federated Department Stores Inc., Selfridges plc, Sears, Roebuck
and Co., LVMH LLC, Group Clarins USA and Jones Apparel Group
Inc. With QRS adaptive commerce solutions, retail industry
customers can transform their extended supply chain in response
to marketplace dynamics, drive process efficiency and achieve
superior profit. Learn more about QRS Corporation at
http://www.qrs.com

(*Based on total, unique QRS corporate customers that purchased
or licensed QRS products and services between April 2001 and May
2002.)

As reported in the April 15, 2002 edition of Troubled Company
Reporter, Standard & Poor's downgraded Elizabeth Arden's Senior
Unsecured Rating to CCC+.


ENCOMPASS SERVICES: Selling Underperforming Units to Raise Cash
---------------------------------------------------------------
Encompass Services Corporation is one of the largest providers
of facilities services in the United States. The Company
provides electrical and mechanical contracting services and
cleaning and maintenance management services to commercial,
industrial and residential customers nationwide, including
construction, installation and maintenance. Encompass operates
in three reportable segments: Commercial/Industrial Services,
Residential Services and Cleaning Systems.

Revenues decreased $129.7 million, or 13%, to $866.9 million for
the three months ended June 30, 2002 from $996.6 million for the
three months ended June 30, 2001. The decrease is primarily
attributable to decreases in revenues from technology and
telecommunications customers in the West and Southwest regions
of the Company's Commercial/Industrial Services Group and the
general deterioration in the overall economic environment. The
U.S. Department of Commerce construction reports indicate that
private non-residential construction declined approximately 20%
(seasonally adjusted annual rate) from June 2001 to June 2002.

Gross profit decreased $68.5 million, or 39%, to $107.5 million
for the three months ended June 30, 2002 from $176.0 million for
the three months ended June 30, 2001. This decrease in gross
profit is primarily due to increased pricing pressures on
projects as a result of weaker economic conditions, reduced
levels of work done for customers in the higher margin
technology and telecommunications sector, and job losses
totaling $13.3 million on two specific large jobs. Gross profit
margin decreased to 12.4% for the three months ended June 30,
2002 compared to 17.7% for the three months ended June 30, 2001
for the same reasons.

During the three months ended June 30, 2002, the Company
recorded a loss, net of tax, of $0.6 million related to the
transition and wind-down of the three business units sold during
the first quarter of 2002, compared to a loss, net of tax, from
these discontinued operations as well as those of the
discontinued Global Technologies segment of $7.1 million for the
three months ended June 30, 2001.

Revenues decreased $259.6 million, or 13%, to $1,729.9 million
for the six months ended June 30, 2002 from $1,989.5 million for
the six months ended June 30, 2001. The decrease is primarily
attributable to the factors noted above.

Gross profit decreased $124.9 million, or 35%, to $227.8 million
for the six months ended June 30, 2002 from $352.7 million for
the six months ended June 30, 2001. Again, the decrease in gross
profit is primarily due to the factors as noted above. Gross
profit margin decreased to 13.2% for the six months ended June
30, 2002 compared to 17.7% for the six months ended June 30,
2001, for the reasons mentioned above.

The Company finances its operations and growth primarily with
internally generated funds and borrowings from commercial banks
and other lenders. During the second quarter of 2002, management
anticipated that the Company might not be able to remain in
compliance with the financial covenants contained in its primary
bank credit facility as of June 30, 2002. Accordingly, the
Company entered into negotiations with its senior bank lenders
to amend the financial covenants to avoid a possible default as
of the end of the second quarter. Effective June 26, 2002, the
Company entered into an amended credit facility, which provides
financial covenant modifications through February 2005.
Management anticipates that the Company's cash flow from
operations and existing borrowing capacity under the Amended
Facility will be adequate to fund the Company's normal working
capital needs, debt service requirements and planned capital
expenditures for 2002.

The Company intends to sell certain under-performing or non-
strategic business units, provided that the Company is able to
secure prices, terms and conditions deemed acceptable by it.
Including the anticipated tax benefits associated with the sales
of some of these businesses, the Company believes that the
aggregate cash benefit to be realized from sales of businesses
will exceed $50 million. Pursuant to the Amended Facility, the
proceeds of any such sales will be used to permanently reduce
balances outstanding under the Term Loans and the Revolving
Credit Facility, on a pro-rata basis. There can be no assurance
that the Company will secure satisfactory offers for any
business unit or that some business units will not be sold at a
loss.


ENRON CORP: LNG Unit Wants to Sell Contracts to El Paso for $31M
----------------------------------------------------------------
Enron LNG Marketing LLC ask the Court to approve its Purchase
and Sale Agreement with El Paso LNG Elba Island LLC for the
assumption and assignment of all of its right, title and
interest in these two Agreements:

    (a) the LNG Sale and Purchase Letter Agreement dated October
        13, 1999 by and between Enron LNG, as successor to Enron
        Americas LNG Company, and EL Paso Merchant Energy, LP, as
        successor to El Paso Merchant Energy Gas LP, successor
        to Sonat Energy Services Company; and

    (b) the related Quality Letter Agreement dated October 13,
        1999 by and among El Paso Merchant Energy LP, Southern
        LNG Inc. and Enron LNG.

The sale will be free and clear of all liens, claims,
encumbrances and other interests, and subject to higher and
better offers.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, outlines the terms and conditions of the Purchase
Agreement:

    (a) Initial Purchase Price:  $31,000,000, subject to
        adjustment;

    (b) Purchase Price:  The Initial Purchase Price will be
        reduced by $100,000 for each calendar day a Sale Order
        is not entered by the Court from September 10 to 29,
        2002;

    (c) Escrow Arrangements:  El Paso LNG will wire transfer 10%
        of the Initial Purchase Price, to be deposited in escrow
        with JPMorgan Chase Bank, Houston Office;

    (d) Closing Date Payment:  El Paso will wire transfer the
        remaining portion of the Purchase Price on or prior to
        the Business Day immediately preceding the Closing;

    (e) El Paso LNG's Parent Guaranty:  El Paso Corporation, a
        Delaware corporation, will execute and deliver to Enron
        LNG a guaranty in favor of Enron LNG;

    (f) Assumption of Liabilities:  El Paso LNG agrees, effective
        upon the Closing Date, to assume and to pay, perform and
        fully discharge and fully satisfy promptly when due all
        liabilities, duties, obligations and claims of Enron LNG
        under the Assumed Contracts;

    (g) Non-Recourse Sale:  The assignment, sale, transfer,
        setting over, and delivery of the Contracts -- "Assets"
        -- will be "as is, where is" and "with all faults", and
        El Paso LNG will have no recourse to, and will waive,
        effective as of the Closing, all claims against Enron LNG
        and its affiliates in connection with the Assets and the
        Assumed Liabilities.  Further, El Paso LNG will have no
        recourse to, and waives all claims against Enron LNG and
        its Affiliates in connection with the Purchase Agreement.
        It is the explicit intent of each party that Enron LNG
        will not make any representation or warranty whatsoever
        as to the condition, merchantability, usage, suitability
        or fitness of the Assets or the Assumed Liabilities;

    (h) Waiver of Set-off Rights:  El Paso LNG will
        unconditionally waive any rights of setoff, netting,
        offset, recoupment or similar rights it may have with
        respect to the payment of the Purchase Price and the
        payment or other performance of the Assumed Liabilities
        or any other document or instrument it delivers at the
        Closing;

    (i) Enron LNG's Closing Conditions:  The Enron LNG's
        obligations to proceed with the Closing is subject to the
        satisfaction or waiver prior to the Closing Date of these
        conditions:

          (i) Representations, Warranties and Covenants of the
              parties will be true and correct in all material
              respect on as of the Closing Date;

         (ii) No Action will be pending before any Governmental
              Authority of competent jurisdiction seeking to
              enjoin or restrain the consummation of the Closing;

        (iii) No Law issued by any court preventing the
              consummation of the transactions will be in effect
              or exist or entered, enforced, promulgated or
              deemed applicable to the transaction;

         (iv) The Bankruptcy Court has entered the Sale Order and
              the Sale Order will be subsisting and in full
              force and effect;

          (v) El Paso LNG has delivered the Closing Payment to
              Enron LNG;

         (vi) El Paso have duly executed and delivered to Enron
              LNG the Assignment and Assumption Agreement;

        (vii) The El Paso Parent Guaranty will be in full force
              and effect;

       (viii) All of the parties to the General Release will
              have executed the General Release and delivered the
              General Release to Enron LNG;

         (ix) El Paso Marketing will have duly executed and
              delivered to Enron LNG the Arbitration Release; and

          (x) El Paso Marketing has duly executed and delivered
              the Notice to Dismiss;

    (j) El Paso LNG's Closing Conditions:  The El Paso LNG's
        obligations to proceed with the Closing is subject to the
        satisfaction or waiver of these conditions:

          (i) The representations, warranties and covenants of
              Enron LNG are true and correct in all material
              respects on and as of the Closing Date and the
              covenants and agreements of Enron LNG have been
              duly performed in all material respects;

         (ii) No Action will be pending before any Governmental
              Authority of competent jurisdiction seeking to
              enjoin or restrain the consummation of the Closing;

        (iii) No Law issued by any court preventing the
              consummation of the transactions will be in effect
              or exist or entered, enforced, promulgated or
              deemed applicable to the transaction;

         (iv) The Bankruptcy Court has entered the Sale Order and
              the Sale Order will be subsisting and in full
              force and effect;

          (v) Enron LNG has duly executed and delivered to El
              Paso LNG the Assignment and Assumption Agreement;

         (vi) Enron LNG has duly executed and delivered to El
              Paso the Arbitration Release; and

        (vii) Enron LNG has executed and delivered to El Paso
              LNG the Notice to Dismiss;

    (k) Closing:  Once all conditions are fulfilled or waived,
        the closing and consummation of the transactions
        contemplated in the Purchase Agreement will be held on
        the Closing Date at 10:00 a.m. Houston, Texas time, at
        the offices of Andrews & Kurth LLP at 600 Travis Street
        in Houston, Texas;

    (l) Termination of Agreement:  The Purchase Agreement may be
        terminated at any time prior to the Closing; and

    (m) Break-Up Fee and Buyer Expense Amount:  If the Purchase
        Agreement is Terminated in favor of a higher and better
        bid, Enron LNG will pay to El Paso $387,500 as the
        Break-Up Fee and the reimbursement of its actual expenses
        of not more than $400,000 by wire transfer.

Mr. Sosland asserts that assumption and assignment of the
Agreements is supported by Section 365(a) of the Bankruptcy
Code, especially since Enron LNG does not have any monetary
default under the Agreements.

Pursuant to Section 363 of the Bankruptcy Code, Mr. Sosland
contends that the relief requested should be afforded to Enron
LNG because:

    (a) the parties acted in good faith and at arm's length;

    (b) Enron LNG believes it has realized the best price
        obtainable for the Contracts; and

    (c) the sale will result in maximizing the value of the
        Assets for the estate and will potentially result in a
        greater return to creditors.

Pursuant to Sections 105(a) and 1146(c) of the Bankruptcy Code,
Enron LNG also ask Judge Gonzalez to declare the sale of the
Assets to be exempt from any and all stamp taxes, transfer taxes
or similar taxes. (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 between 11.5 and 12.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for more real-time bond pricing.


ENTRADA NETWORKS: Reports Improved Second Quarter Results
---------------------------------------------------------
Entrada Networks, Inc., (Nasdaq:ESAN) announced results for the
second quarter of fiscal year 2003 ended July 31, 2002. The
Company reported total net revenues from its adapter card and
the frame relay businesses of $3.4 million for the second
quarter, compared with $4.1 million reported in the same period
last year.

For the second quarter the Company reported a net income of $0.3
million, compared to a net loss of $2.8 million for the same
period last year.

For the six months ended July 31, 2002, the Company reported net
revenues of $6.6 million compared to $6.8 million reported in
the same period last year. For the six months ended July 31,
2002 the Company's net income increased to $0.5 million from a
net loss of $6.2 million for the same period last year.

Dr. Kanwar J.S. Chadha, Chairman & Chief Executive Officer of
Entrada commented, "The Company is going through a
metamorphosis. These potential changes are evident in our recent
merger announcement as well as our notice of delisting from
Nasdaq and our subsequent appeal. Our core business was
profitable once again last quarter, and our execution of our
path to profitability strategy remains on course."

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


ENVOY COMMS: Plans $2.5M Private Placement of Secured Debentures
----------------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ: ECGI; TSE: ECG),
announced its intention to privately place up to $2,500,000
in principal of 10% Convertible Secured Debentures due 2007. The
Debentures will have a maturity of five years and will be
convertible into a total of 7,352,941 units at the conversion
price of $0.34 per unit, each unit consisting of one common
share and one warrant. Each warrant will be convertible into one
common share at a price of $0.34 per share for a period expiring
on the earlier of (i) 12 months from issuance of the warrant
upon conversion of the Debentures, and (ii) the expiry date of
the Debentures. Envoy proposes to close the private placement on
or before September 30, 2002. The transaction is currently
subject to regulatory approval.

Envoy Communications Group (NASDAQ: ECGI / TSE: ECG) is an
international design, marketing and technology company with
offices throughout North America and Europe. Combining strategy,
creativity and innovation, Envoy's interconnected network of
companies delivers business-building solutions to over 200
leading global brands and has successfully completed assignments
in more than 40 countries around the world. Envoy clients
include adidas-Salomon, Armstrong, BASF, FedEx, Honda, JPMorgan
Chase, Lexus, Microsoft, Nissan, Panasonic, Safeway, Sprint
Canada, Steelcase, TD Securities, Toshiba and Wal-Mart. For more
information on Envoy visit http://www.envoy.to

At March 31, 2002, Envoy Communications' total current
liabilities exceeded its total current assets by over $7
million.


EVERCOM: Delays SEC Filings While Exploring Alternatives
--------------------------------------------------------
Evercom Inc., is in the process of exploring strategic and
financial alternatives. These explorations include discussions
with potential investors, the Company's investors and creditors,
and potential strategic partners. Management of the Evercom
believes that the outcome of this process is material to the
disclosures contained in the Company's Quarterly Report for the
period ended June 30, 2002, to be filed with the SEC.  For this
reason Evercom is delaying such filing.

Evercom has yet to file its Annual Report for the period ended
December 31, 2001 and its Quarterly Report for the period ended
March 31, 2002.

The Company anticipates that it will report a loss for the
quarter ended June 30, 2002, that is significantly larger than
the loss reported for the same period in the previous fiscal
year. Management of Evercom believes that much of the increase
in loss will be attributable to an increase in uncollectible
accounts primarily attributable to the deterioration in the
economy. Because the actual amount of such loss will not be
determined until the filing of Evercom's Quarterly Report, the
actual amount of the loss will be specifically quantified upon
that filing.


EXIDE TECH: Wants to Create SPV to Finance Unit's Receivables
-------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones,
P.C. in Wilmington, Delaware, recounts that effective as of the
Petition Date, Exide Technologies, and its debtor-affiliates
entered into the Secured Super-Priority Debtor-in-Possession
Credit Agreement with Citicorp USA, Inc., as Administrative and
Collateral Monitoring Agent to provide up to $250,000,000 in
secured financing to the Debtors and their non-debtor
affiliates.  On May 10, 2002, the Court entered a final order
approving the DIP Credit Agreement.

Mr. O'Neill relates that the facility is the primary source of
working capital for the Debtors' global operations.  The Debtors
borrow under the DIP Facility, not only to support its own
working capital needs, but also re-lends loan proceeds to
non-debtor affiliates.  Pursuant to the DIP Credit Agreement,
certain assets of those affiliates may be pledged to the DIP
Lenders on the Debtors' behalf as collateral to secure the
Debtors' borrowings under the DIP Facility.  Indeed, the
Debtors' ability to borrow sufficient funds under the DIP
Facility to be able to lend DIP proceeds to certain non-debtor
affiliates is dependent on a sufficient borrowing base of
collateral from these affiliates.

Mr. O'Neill tells the Court that the Debtors have been unable to
effectuate a pledge of the receivables of its non-debtor
Australian subsidiary because the DIP Lenders believe that they
would be required to establish substantial reserves in Australia
to cover priority employee entitlement claims.  As a
consequence, the Debtors' borrowing base has been negatively
impacted, thereby constraining the Debtors' ability to borrow
under the DIP Facility.

By this motion, the Debtors seek the Court's authority to create
a new "special purpose vehicle" to facilitate the financing of
the receivables of its Australian and its New Zealand subsidiary
and to obtain greater liquidity under the DIP Facility.  While
the Debtors believe that this action is in furtherance of
authority already contemplated under the DIP Credit Agreement
and that it may constitute an action within the ordinary course
of business for a corporation of its size and scope, the Debtors
nevertheless seek the relief requested in an abundance of
caution.

Specifically, the Debtors want to create a special purpose
vehicle organized under the laws of the State of Delaware to
which the Debtors' non-debtor Australian and New Zealand
subsidiary may transfer the Australian Receivables and which
will be authorized to pledge these assets on the Debtors' behalf
to secure additional borrowings under the DIP Facility.  In
order to effectuate the purchase of the Australian Receivables
from its Australian and New Zealand subsidiaries and in
consideration of the pledge granted by the SPV to the DIP
lenders on Debtors' behalf, Mr. O'Neill informs the Court that
the Debtors would lend sufficient funds to the special purpose
vehicle to purchase the Australian Receivables.  The Debtors'
authority to lend DIP proceeds to affiliates is already set
forth in the Final DIP Order, so no further relief is required.

Mr. O'Neill assures the Court that the Debtors' estates will not
be negatively impacted by the formation of the special purpose
vehicle.  None of the Debtors' assets are to be transferred to
the special purpose vehicle, and the loan to the special purpose
vehicle is offset by the increased liquidity afforded by the
pledge of the Australian Receivables.  The entire purpose of the
creation of the special purpose vehicle is to implement
financing of Australian Receivables already contemplated under
the existing DIP Credit Agreement.  In addition, the Debtors'
Australian and New Zealand subsidiaries will benefit from the
transaction due to their greater access to liquidity. (Exide
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Exide Technologies' 10.000% bonds due
2005 (EXDT05FRR1) are trading between  15 and 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for more real-time bond pricing.


EXODUS COMMS: C&W Asks Court to Bring-In PwC to Settle Impasse
--------------------------------------------------------------
Cable & Wireless PLC asks the Court to intervene in its impasse
with EXDS Inc., and its debtor-affiliates for the appointment of
an Independent Accountant to settle post-Closing disputes

Cable & Wireless asks the Court to:

-- appoint PricewaterhouseCoopers as the Independent Accountant
    in accordance with the terms of the Engagement Letter to
    which the parties already have pledged to sign, and

-- limit the scope of the dispute submitted to the Independent
    Accountant since EXDS improperly seeks to have the
    Independent Accountant resolve a $10,000,000 dispute relating
    to EXDS' desire to change a figure in Section 2.2(d) of the
    Asset Purchase Agreement.

Pursuant to the PwC Selection Agreement, the parties sent a
joint solicitation letter to PwC:

    (a) requesting information regarding its availability to
        resolve the Closing Disputed Matters,

    (b) asking for a draft engagement letter, and

    (c) requesting PwC to identify the person who would manage
        the engagement and conduct the proceeding.

Victoria Watson Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, relates that EXDS and Cable & Wireless
have agreed on PwC to be the Independent Accountant and that the
parties have agreed that all conflicts are waived, provided that
this person cannot be from PwC's Chicago or New York offices and
that this person selected by PwC has had no involvement in work
for:

      -- the EXDS Creditor's Committee,
      -- Alvarez & Marsal Inc.,
      -- Cleary, Gottlieb, Steen & Hamilton,
      -- Jenner & Block LLC,
      -- Cable and Wireless,
      -- EXDS, or
      -- the Zell organization.

PwC had selected Lawrence F. Ranallo.  Mr. Ranallo executed an
engagement letter on July 22, 2002.

However, Ms. Counihan tells the Court that EXDS reneged on
proceeding with the Mr. Ranallo's engagement.  On July 29, 2002,
EXDS' counsel sent Cable & Wireless' counsel an e-mail claiming
that EXDS needed a statement "describing all ongoing
relationships between PwC and Cable and Wireless, including a
listing of all projects presently contemplated or under
discussion".  The message further provided that depending on
information contained in the statement, the parties would need
to "discuss with Mr. Ranallo, appropriate screening devices to
insure that no future conflict could impact the proceedings".

Although Cable & Wireless would not mind re-confirming with Mr.
Ranallo that neither he nor anyone who would participate in the
resolution of the disputed matter had done any work for the
listed parties, Ms. Counihan argues that EXDS' demand is
improper in light of the PwC Selection Agreement. (Exodus
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EZENIA! INC: Working Capital Deficit Tops $2 Million at June 30
---------------------------------------------------------------
Ezenia! Inc. (Nasdaq: EZEN), a provider of real-time
collaboration solutions for corporate and government networks
and eBusiness, reported revenues of $3.2 million for the second
quarter of 2002 compared to $2.7 million reported for the first
quarter of 2002 and $3.4 million for the corresponding period of
the previous year.  Operating results for the quarter showed a
net loss of $8.5 million including the effect of a write-down of
inventory of approximately $2.3 million and provision for
impairment of long-lived assets of approximately $2.1 million.
Net loss for the corresponding period of the prior year was $9.9
million including the effect of costs of $2.0 million associated
with the Company's May 2001 restructuring and cost reduction
plan. Net loss for the six months ended June 30, 2002 was $9.7
million including the inventory write-off and provision for
impairment of long-lived assets mentioned above. Net loss for
the corresponding period of the prior year was $16.8 million
including the restructuring charges mentioned above.

At June 30, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $2 million.

Ezenia! Inc. (Nasdaq: EZEN), founded in 1991, is a leading
provider of real-time collaboration solutions, bringing new and
valuable levels of interaction and collaboration to corporate
networks and the Internet.  By integrating voice, video and data
collaboration, the Company's award-winning products enable
groups to interact through a natural meeting experience
regardless of geographic distance.  Ezenia! products allow
dispersed groups to work together in real-time using powerful
capabilities such as instant messaging, whiteboarding, screen
sharing and text chat.  The ability to discuss projects, share
information and modify documents allows users to significantly
improve team communication and accelerate the decision-making
process.  More information about Ezenia! Inc. and its product
offerings can be found at the Company's Web site,
http://www.ezenia.com


GADZOOX NETWORKS: Files for Chapter 11 Reorganization in Calif.
---------------------------------------------------------------
Gadzoox Networks, Inc. (OTC Bulletin Board: ZOOX), a global
supplier of innovative Storage Area Network (SAN) products, took
significant steps towards reorganization while continuing day-
to-day business operations without interruption. The Company's
initial steps include the filing of a voluntary petition under
Chapter 11 of the Bankruptcy Code.

"Filing for Chapter 11 alleviates some business distractions
while giving us the opportunity to close new business deals with
our FabriCore Engines' customers and continue to focus on
supporting our new and existing OEM customers," said Steve
Dalton, Gadzoox Networks' President and CEO.  "This also gives
us the ability to continue our day-to-day operations, without
interruption, including our commitments to our dedicated
employees and world-class suppliers, all of whom recognize
Gadzoox Networks has a unique technology to offer this
industry."

Chapter 11 enables a company to get relief from its creditors
while it restructures its business and improves its financial
stability. Once in Chapter 11, the Company will continue to
operate its day-to-day business as a "Debtor-in-Possession"
under the supervision of the Bankruptcy Court. In connection
with the Chapter 11 filing, the Company is exploring the
possibility of obtaining additional or replacement financing.
However, the Company believes that the relief the bankruptcy
process provides, with respect to existing obligations, and
assuming that sufficient transactions close with respect to our
FabriCore Engine products and services, the Company will be able
to continue to operate, pay all post-petition obligations and
service all of their customers.

New Revenue Streams:

During the past quarter Gadzoox Networks announced the
availability of FabriCore Engines, the industry's only
intellectual property Fibre Channel cores.  Based on discussions
with potential FabriCore Engine customers, the Company believes
that the new FabriCore Engines products have been well received
in the industry.  There are currently over 25 companies engaged
in FabriCore Engines' discussions with Gadzoox Networks.
Additionally, Gadzoox Networks' Slingshot switches were selected
by another large OEM as the 2Gb fabric switch for their soon to
be announced storage networking solution.

Cost Reduction and Actions:

According to the Company, the current economic environment has
created excess availability of properties in the area, and one
of the Company's first actions to remove debt, will be to
relocate its headquarters to a location with more attractive
pricing.  The Company expects to announce details on the move
soon.

"Gadzoox Networks is emerging as a new company; we have added a
new OEM partner and launched a new product line, FabriCore
Engines, which has already yielded new customers for the
Company," stated Barbara Velline, Gadzoox Networks' Chief
Financial Officer.  "Over the last couple of quarters we have
undertaken extensive cost cutting measures and engaged in daily
operations reviews to monitor our financial position.  However,
while we have been making progress with our new strategic
direction, we have been dealing with liquidity issues resulting
from carrying a balance sheet that reflects the former
infrastructure of the company.  Gadzoox Networks is in a
position to succeed and this filing enables us to capitalize on
those opportunities that we have been developing over the last
10 weeks.  We are now taking action to build financial strength
as we move forward," Velline added.

The Company filed its Chapter 11 Bankruptcy petition with the
United States Bankruptcy Court for the Northern District of
California (San Jose Division).  The Company's petition listed
assets of approximately $10 million and liabilities of
approximately $14 million.  For more information Customers,
Investors and Suppliers can call, toll free, 888-391-7362 or
visit the Gadzoox Networks Web site at
http://www.gadzoox.com/reorgwhich is a separate web page that
is devoted to answering questions and providing up-to-date
information on the status of the Company's reorganization.
Gadzoox Networks is represented by Levene, Neale, Bender, Rankin
& Brill L.L.P., Los Angeles, CA.

Since 1996 Gadzoox Networks has led the industry in market
"firsts" and continues to drive the Storage Area Network edge
market with innovative Fibre Channel switching technology. The
company has consistently delivered a time to market advantage to
major OEM customers enabling them to create clear business value
for their customer base. Gadzoox Networks is a voting member of
the Storage Networking Industry Association, with corporate
headquarters located in San Jose, California.  For more
information about Gadzoox Networks' products and technology
advancements in the SAN industry, visit the company's Web site
at http://www.gadzoox.com


GADZOOX NETWORKS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Gadzoox Networks, Inc.
         5850 Hellyer Ave.
         San Jose, CA 95138

Bankruptcy Case No.: 02-54667

Chapter 11 Petition Date: August 22, 2002

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Ron Bender, Esq.
                   Levine, Neale and Bender
                   1801 Avenue of the Stars #1120
                   Los Angeles, CA 90067
                   310-551-1010


GLOBAL CROSSING: Enters Pact Continuing Value Plan Participation
----------------------------------------------------------------
Pursuant to certain interconnection agreements, wholesale and
retail agreements, service agreements, contracts and applicable
tariffs, Southwestern Bell Telephone Company affiliates furnish
a variety of telecommunications services to certain of Global
Crossing Ltd. and its debtor-affiliates. Prior to the Petition
Date, the Debtors participated in a volume discount plan, known
as the Managed Value Plan.  The Managed Value Plan is a
qualified access discount plan that provides customers with
billing discounts for a commitment to maintain a predetermined
annual recurring billing amount for five years.  It is only
available to those customers of the SBC Affiliates that maintain
at least $10,000,000 in annual billing and remain current in
their payment of monthly access charges.

In a Court-approved stipulation, the Debtors, Southwestern Bell
Telephone Company, Pacific Bell Telephone Company, The Southern
New England Telephone Company And Ameritech and certain of its
affiliates of SBC Communications, Inc. agree that the Debtors
will be allowed to participate in the Managed Value Plan under
these terms and conditions:

1. The SBC Affiliates will agree to provide all Managed Value
    Plan credits that the Debtors are entitled to since the
    Petition Date and these credits will be deemed granted as of
    July 29, 2002 and the SBC Affiliates will post the credits as
    soon as practicable thereafter;

2. The SBC Affiliates will be entitled to, and are authorized,
    to offset those credits attributable to prepetition services
    to the outstanding prepetition balance that the Debtors owed
    the SBC Affiliates on the Petition Date, thereby reducing any
    outstanding amounts owed by the Debtors to the SBC Affiliates
    as of the Petition Date;

3. Each month, provided that the Debtors are in compliance with
    the terms and conditions of this stipulation, the SBC
    Affiliates will post the applicable credit to the Debtors'
    monthly invoice;

4. The SBC Affiliates reserve their rights to terminate
    the Debtors participation in Managed Value Plan and re-bill
    all postpetition credits in the event that the Debtors fail
    to make any of the monthly payments due.  The Debtors
    expressly reserve their rights to object to any termination
    or re-billing of credits;

5. The Debtors will have a right to cure any of the defaults
    within five business days after the SBC Affiliates provides
    written notice of a default to the Debtors.  The notice is
    deemed received when transmitted by facsimile by the SBC
    Affiliates to the Debtors, or any one of them and their
    undersigned counsel;

6. The SBC Affiliates expressly reserve any and all of their
    rights, to re-bill any credits and assert an administrative
    claim for any credits provided in the postpetition period
    with respect to the rejected services, in the event that:

     * the Debtors ultimately reject the Managed Value Plan
       program,

     * the Debtors seek to terminate any part of the Debtors
       participation in the program, or

     * the SBC Affiliates have the right to terminate the
       Debtors' participation in the program;

7. The terms of this Stipulation and Order will expire
    automatically upon the occurrence of:

     * The Debtors' cases or any one of them to which SBC
       provides services, is converted to a chapter 7 liquidation
       and consensual arrangements for continued services are not
       made between the SBC Affiliates and Debtors' chapter 7
       trustee;

     * The Debtors' cases, or any one of them to which SBC
       provides services, are dismissed; or

     * The Debtors, or any one of them to which SBC provides
       services, confirm a chapter 11 plan of reorganization in
       these cases;

8. In the event the Stipulation and Order expires, the SBC
    Affiliates, in their sole and exclusive discretion, will
    retain all rights with respect to the Debtors participation
    in the Managed Value Plan; and

9. Except as expressly provided, the SBC Affiliates and
    the Debtors reserve and preserve all their respective rights
    under any applicable agreements between the parties, the
    Bankruptcy Code and applicable law, including any tariffs,
    and any orders issued by any applicable regulatory
    authorities. (Global Crossing Bankruptcy News, Issue No. 16;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRANT GEOPHYSICAL: S&P Hatchets Credit Rating to Default Level
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Grant Geophysical Inc. to
single-'D' from double-'C' and removed the company ratings from
CreditWatch with developing implications.

"The rating action follows the company's announcement that it
did not make its August 15, 2002, $2.1 million interest payment
on its senior unsecured notes due 2008," noted Standard & Poor's
credit analyst Steven K. Nocar. "If Grant makes the interest
payment within the grace period, Standard & Poor's would
reevaluate the ratings and outlook on the company at that time,"
he continued.


IEC ELECTRONICS: June 28 Balance Sheet Upside-Down by $1 Million
----------------------------------------------------------------
IEC Electronics Corp., (Nasdaq-SCM: IECE)- reported results for
the company's third quarter and first nine months of fiscal
2002.

For the three-month period ending June 28, 2002, IEC reported a
net loss of $6.9 million, compared to a net loss for the third
quarter of fiscal 2001 of $3.2 million.

The net loss for continuing operations (Newark, NY) for the
third quarter of fiscal 2002 was $1.7 million. This included a
one-time restructuring charge of $448,000 related to a workforce
reduction in May and a $500,000 write-down of the company's
Alabama building, which is up for sale. This compares to a net
loss from continuing operations for the third quarter of fiscal
2001 of $237,000.

There was a net loss of $5.2 million from discontinued
operations in the third quarter of fiscal 2002, which included
loss from operations and loss on disposal of IEC's facility in
Reynosa, Mexico. In June, the Mexican assets were sold and the
plant was closed. This compares to a net loss from discontinued
operations of $3.0 million for the third quarter of fiscal 2001.

For the first nine months of fiscal 2002, the net loss was $12.9
million. This compared to a net loss of $5.7 million for the
first nine months of fiscal 2001.

The net loss for continuing operations for the first nine months
of fiscal 2002 was $5.2 million, which included a one-time
charge for restructuring of $448,000 and a $900,000 writedown of
the company's Alabama building being held for sale. This
compared to net income for the first nine months of fiscal 2001
from continuing operations of $1.3 million.

The net loss from discontinued operations for the first nine
months of fiscal 2002 was $7.7 million, compared to a net loss
from discontinued operations in the first nine months of fiscal
2001 of $7.0 million.

Revenue from continuing operations in the third quarter of
fiscal 2002 was $6.0 million, compared to $28.2 million in the
same period of fiscal 2001. Revenue from continuing operations
for the first nine months of fiscal 2002 was $30.7 million
compared to $104.0 million for the first nine months of fiscal
2001.

At June 28, 2002, the Company's balance sheet shows a working
capital deficiency of about $8 million, and a total
shareholders' equity deficit of about $1 million.

IEC's Chairman and acting Chief Executive Officer Barry Gilbert
said, "Stabilizing the business has warranted some difficult
decisions including the restructuring of continuing operations
in Newark and the shutdown of Mexico. Our short-term goals have
not changed, and that is to restore positive cash flow and
return to profitability in that order. We believe we are headed
in the right direction, the majority of our losses for the third
quarter were in April and May and since that time we have been
moving steadily forward. Without the continuing losses in
Mexico, we expect to see improvement to our bottom line in the
4th quarter."

Gilbert continued, "We are nearing a settlement with Acterna. We
are also negotiating with our lenders to balance the application
of the funds to support their requirements and those of our
suppliers who have been most supportive during our restructuring
efforts."

IEC is a full service, ISO-9001 registered EMS provider. The
Company offers its customers a wide range of services including
design engineering, prototype and volume printed circuit board
assembly, material procurement and control, manufacturing and
test engineering support, systems build, final packaging and
distribution. Information regarding IEC can be found on its Web
site http://www.iec-electronics.com


INTERNATIONAL WIRE: S&P Lowers Credit Rating One Notch to B
-----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its ratings on
International Wire Group Inc., based on concerns about the
company's continued weak financial performance and the
heightened concerns for further declines.

Standard & Poor's lowered the corporate credit rating on the
company to single-'B' from single-'B'-plus. The current outlook
is negative. International Wire, based in St. Louis, Missouri,
has debt of $337 million.

"Standard & Poor's expects that the weakness in many of the
company's key end markets will continue", said Standard & Poor's
credit analyst Thomas Watters. "Furthermore", he continued,
"automotive demand, which has remained relatively strong despite
the soft economy, is unlikely to remain at current levels. This
is likely to have also have a negative impact on the company's
already weak financial performance". Auto demand accounts for
41% of the company's revenues. Mr. Watters added, "The downgrade
also reflects concerns that a nominal decline in financial
performance could lead to a covenant violation under the
company's bank credit facility, restricting borrowing
availability".

Standard & Poor's said that its ratings on International Wire, a
subsidiary of International Wire Holding Co., reflect its
material market share in copper wire products, its current weak
end markets, aggressive debt leverage and restrictive covenants.
International Wire's copper wire products are used primarily to
transmit electricity in automotive, appliance, computer, and
data communication applications. Over the years, the company has
made a number of small scale acquisitions focusing overseas.


KAISER: Court Imposes Limitations on Retiree Panel's Appointment
----------------------------------------------------------------
As previously reported, Kaiser Aluminum Corporation's and its
debtor-affiliates' retired employees obtained Court approval to
appoint an Official Committee of Retired Employees to serve as
the authorized representative of, and protect the rights of, the
Retirees in the debtors' bankruptcy cases pursuant to Section
1114(D) of the Bankruptcy Code.

However, Judge Fitzgerald makes it clear that the appointment of
the Retiree's Committee as an Official Committee of Retired
Salaried Employees is only for a limited time and is subject to
certain limitations.  The role of the Retirees' Committee will
be limited to assisting the Debtors' salaried retirees with
benefits they may be entitled to under COBRA and any elections
thereunder required to obtain those benefits.

With respect to any work done or fees incurred in connection
with any organizational and appointment matters or preliminary
analysis of issues that predated the hearing on the Motion,
Judge Fitzgerald preserves the rights of all parties' rights as
to whether that work should be compensated.  Any work by the
Committee's counsels will be subject to review and objection
upon submission of a counsel's fee application.

Since the deadline for salaried retirees to exercise their COBRA
rights have been extended by the Debtors to August 31, 2002,
Judge Fitzgerald rules that the term of the Retirees' Committee
appointment and the concurrent appointment of counsel will cease
on October 30, 2002 -- 30 days after the expiration of the COBRA
deadline.  The Retirees' Committee, as presently comprised, may
seek by notice to reactivate its appointment.  That notice,
which will state the issues to be addressed upon reappointment,
will be subject to a 20-day objection period.  The notice will
be served to the Core Group List.

Upon filing of a certificate of no objection to the notice, the
Retirees' Committee will be deemed reappointed.  If, however, an
objection is filed, the Court will set a hearing on the
objection.

The scope of the Retirees' Committee services and date of
reappointment will be determined by the Court.  Upon
reactivation, and if the Retirees' Committee desires to continue
to retain Brobeck, it may retain the firm without filing a
retention application and without further order from the Court,
provided that Brobeck files an updated affidavit disclosing its
connections with parties-in-interest, and subject to any
objection by a party-in-interest based on the additional
disclosures. (Kaiser Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KLU03USR1) are trading between 17 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
more real-time bond pricing.


KAISER ALUMINUM: Wants to Reject BPA Power Subscription Contract
----------------------------------------------------------------
Kaiser Aluminum said that, in conjunction with a shift to
market-based power purchases for its operations in the Pacific
Northwest, has filed a motion with the U.S. Bankruptcy Court for
the District of Delaware to reject the 2001-2006 Subscription
Contract with the Bonneville Power Administration.

The rejection of the BPA contract could take effect as early as
October 1, 2002, depending on Court approval of the motion and
on the timing of Kaiser's execution of new power contracts with
other providers for the ongoing normal operation of the
Trentwood, Wash., rolling mill. These new contracts would also
provide power for the present minimal requirements of Kaiser's
smelters in Tacoma and Mead, Wash., which both remain curtailed
because of depressed prices for aluminum and unattractive BPA
and forward-market prices for power.

Kaiser President and Chief Executive Officer Jack A. Hockema,
said, "We believe that market-based power prices and
availability in the Pacific Northwest, on average over time, are
likely to be comparable to or more favorable than the prices and
availability offered under the current BPA contract, especially
when we see BPA rate projections of well above $30 per megawatt
hour for the balance of the contract. Having said that, we also
acknowledge that even market-based power prices in the region
may still pose a long-term challenge for aluminum smelters."

In Chapter 11, a company has the right to assume or reject
certain contracts that existed prior to the filing date, subject
to Court approval and certain other limitations. The Court is
expected to rule on the motion at a regularly scheduled hearing
on September 23, 2002.

By seeking to reject the BPA contract, Kaiser expects to avoid
"take or pay" penalties that it would incur beginning October 1,
2002. BPA can impose such penalties if the company is not using
the full amount of power called for in the contract and the
market price of electricity is below the BPA contract power
price. Kaiser currently is using less than 40 megawatts of the
291 megawatts contemplated in the BPA contract. Based on recent
market prices for electricity, the company estimates that "take
or pay" penalties could amount to as much as $1 million to $2
million per month.

The company has a separate power transmission agreement with the
BPA that permits, and will continue to permit, Kaiser to
transmit third-party power to its facilities.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of alumina, primary aluminum, and fabricated aluminum products.


LENNOX INT'L: Reaffirms Previous Guidance for Full Year 2002
------------------------------------------------------------
In response to inquiries from stockholders, Lennox International
Inc., (NYSE: LII) announced it knows of no corporate activity or
developments that would account for the unusual volatility in
its stock price today.

LII further reaffirmed its guidance for full year 2002 of $0.90
to $1.00 diluted earnings per share, excluding restructuring and
goodwill impairment charges and approximately $75 million in
free cash flow.  The company had recently raised the outlook for
both EPS and free cash flow when it reported second quarter
results on July 23.

LII continues to be committed to full and fair disclosure of
material information.  The company will announce financial
results for the third quarter on October 22 and will hold a
conference call the following morning to discuss the company's
performance.  Specific access information for this conference
call will be released approximately two weeks prior to the call.

A Fortune 500 company operating in over 70 countries, Lennox
International Inc. is a global leader in the heating,
ventilation, air conditioning, and refrigeration markets.
Lennox International stock is traded on the New York Stock
Exchange under the symbol "LII".  Additional information is
available at http://www.lennoxinternational.comor by contacting
Bill Moltner, vice president, investor relations, at 972-497-
6670.

                          *    *    *

As reported in Troubled Company Reporter's July 16, 2002,
edition, Standard & Poor's assigned its double-'B'-minus
corporate credit rating to air conditioning and heating
equipment manufacturer Lennox International Inc.  The outlook is
stable.

At the same time, Standard & Poor's said that it assigned its
single-'B' rating to the company's $143.8 million convertible
subordinated notes. Proceeds from the notes were used to
partially repay amounts on the company's revolving credit
facility. Total debt is about $820 million.

"The ratings reflect the company's leading positions in air
conditioning and heating equipment markets for residential and
light commercial applications, offset by a challenging
residential retail business and an aggressive financial
profile", said Standard & Poor's credit analyst Pamela Rice.

She added, "The company's leading market positions and the fact
that a substantial portion of its sales are derived from less
volatile repair and replacement markets support rating
stability. However, weak retail business performance limits
upside ratings potential".


LLS CORP: Inks Pact to Sell 100% of Shares to Precise Technology
----------------------------------------------------------------
LLS Corp. -- http://www.precisetech.com-- has signed an
agreement to sell 100% of its stock to Precise Technology, Inc.
The transaction is expected to close on or before September 30,
2002. LLS Corp., through its operating subsidiaries Courtesy
Corporation, Creative Packaging Corp., and Courtesy Sales Corp.,
is a leading designer and manufacturer of precision injection-
molded plastic components, closures, and dispensing systems used
in the healthcare, packaging, and consumer products market
segments.

Precise Technology, Inc., headquartered in North Versailles, PA,
is likewise, a manufacturer of precision injection molds and
molded plastic components, serving similar market segments with
complementary manufacturing disciplines.

Precise Technology is majority owned by Code Hennessy & Simmons
LLC -- http://www.chsonline.com-- a Chicago-based private
investment firm. Code Hennessy & Simmons LLC manages
approximately $1.5 billion in capital and makes controlling
equity investments in manufacturing, distribution and service
companies.

Completion of the sale will require approval of the U.S.
Bankruptcy Court in St. Louis.  LLS Corp., filed a Chapter 11
bankruptcy petition on January 16, 2002. In April the court
approved LLS Corp.'s request that the Company be allowed to seek
a buyer through an auction process. Lenders holding
approximately 85% of the LLS Corp.'s senior secured debt have
entered into a binding lock-up agreement to vote in support of
the sale.

LLS subsidiaries Courtesy Corporation and Creative Packaging
Corp. generate sales of approximately $140 million, and are well
known as a one-stop provider of concept development, tooling
engineering and construction, product manufacturing, assembly,
and just-in-time distribution. Its facilities are some of the
most advanced in the world and include clean room environments
for molding and automated assembly. The company's closure and
dispensing systems are used to cap or dispense well-known
products such as Gatorade, Heinz Ketchup, Kraft Parmesan Cheese,
Hershey's Chocolate Syrup, and Mennen Speed Stick Deodorant. The
Company's medical and pharmaceutical components are used by
companies such as Abbott Laboratories, Schering-Plough,
Johnson & Johnson, Baxter International, and Eli Lilly in many
medical devices, including asthma inhalers, insulin pens,
medical trays, and test packs for pregnancy, hepatitis, and
strep throat.

"[Thurs]day's announcement is an important step for the
customers, suppliers and employees of LLS Corp.'s operating
subsidiaries Courtesy Corporation and Creative Packaging," said
David M. Sindelar, Chief Executive Officer. "The sale to Precise
Technology will end the uncertainty regarding their future."

John R. Weeks, CEO of Precise Technology, stated, "The business
combination of Precise and Courtesy presents exciting
opportunities for customers, suppliers and employees at both
companies. This acquisition will leverage the vast manufacturing
resources, facilities and technologies of both companies,
enabling Precise - Courtesy to advance its commitment to be the
best value global producer of sophisticated plastic packaging
and healthcare components."

Brian P. Simmons, a Partner at Code Hennessy & Simmons LLC,
said, "We are excited to be able to support Precise's
outstanding management team with a substantial additional equity
investment. We believe in their strategy, focus, and talents,
and are confident of their ability to deliver results."

LLS Corp., retained the investment banking firm of Goldsmith
Agio Helms to handle the sale transaction, and utilized the law
firm of Lewis, Rice & Fingersh for all legal matters relating to
the bankruptcy restructuring and sale. Chanin Capital Partners
served as financial advisor to LLS Corp.

Precise Technology was advised by the law firm of Kirkland &
Ellis.


METROCALL INC: Committee Wants to Bring-In Wachtell as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Metrocall, Inc. and its debtor-
affiliates seeks authority from the U.S. Bankruptcy Court for
the District of Delaware to engage Wachtell, Lipton, Rosen &
Katz as its Counsel, nunc pro tunc to June 18, 2002.

The Committee tells the Court that it choose Wachtell Lipton as
counsel because of the firm's extensive experience and knowledge
in the field of bankruptcy and creditors' rights and in the
other fields of law that are expected to be involved in these
cases.

Wachtell Lipton's hourly rates currently range from:

           Paralegals     $ 90 - $125
           Associates     $130 - $395
           Members        $400 - $875

Presently, the attorneys responsible for the representation of
the Committee are:

           Richard G. Mason     $600 per hour
           Eric Rosof           $275 per hour
           Beth M. Polebaum     $250 per hour

Wachtell Lipton will:

      i) advise the Committee and represent it with respect to
         proposals and pleadings submitted by the Debtors or
         other Court or the Committee;

     ii) represent the Committee with respect to any plans of
         reorganization or disposition of assets proposed in
         these cases;

    iii) attend hearings, draft pleading and generally advocate
         positions which further the interests of the creditors
         represented by the Committee;

     iv) assist in the examination of the Debtors' affairs and
         review of the Debtors' operations;

      v) advise the Committee as to the progress of the chapter
         11 proceedings; and

     vi) perform other professional services in the interest of
         those represented by the Committee.

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.


MILINX GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Milinx Business Group Inc
         1001 4th Ave Ste 3226
         Seattle, WA 98154
         aka Milinx
         aka 580880BC Ltd
         aka Milinx Business Services Inc
         aka Milinx Wireless Inc
         aka ASP Technology One Inc

Bankruptcy Case No.: 02-19941

Type of Business: Debtor and subsidiaries were developing and
                   marketing business application products
                   including unified messaging and virtual
                   office systems.

Chapter 11 Petition Date: August 16, 2002

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Craig S Sternberg, Esq.
                   500 Union St Ste 500
                   Seattle, WA 98101
                   206-386-5438
                   Fax : 206-374-2868

Total Assets: $0

Total Debts: $1,099,444

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Sun MicroSystems                                    $2,200,000
P O Box 3268                                    Collateral FMV
Main Post Office                                    $1,000,000
Vancouver BC V6B
5X3

Cisco Systems                                         $500,000
170 West Tasman
Drive
San Jose, CA
95134-1619

Millenium III Trust                                   $444,444
Attn: David Mullen
c/o Royal Bank of Canada
Cayman P O Box 1586
Grand Cayman, Cayman Islands
British West Indies

Collaborative Business Management                     $250,000
c/o Michael Shiffman
Lanahan & Reilley, LLP
1100 Larkspur Landing
Suite 340
Larkspur, CA 94939

Bruce Butcher                                         $225,000

Bennett Jones                                         $120,000

David Hook                                            $100,000

James Young                                            $40,000

Michael A. Shiffman                                    $32,000

Great American Insurance Co.                           $30,000

James Summers                                          $30,000

Dell Financial                                         $50,000
                                         Collateral FMV $35,000

Taylor Ray                                             $15,000

Frank Birkholtz                                        $15,000

Mark Ferbers                                           $10,000

Shawn Wooton                                           $10,000

James Medley                                            $9,000

Paul Smith                                              $5,000


MORTGAGE CAPITAL: Fitch Ups Ratings on Class G, H & J Certs.
------------------------------------------------------------
Mortgage Capital Funding, Inc.'s commercial mortgage pass-
through certificates, series 1996-MC1, $31.4 million class C is
upgraded to 'AAA' from 'AA+' by Fitch Ratings. In addition,
Fitch upgrades the $19.3 million class D to 'AA-' from 'A+',
$16.9 million class E to 'A-' from 'BBB+' and the $7.2 million
class F to 'BBB+' from 'BBB'. Fitch also affirms the following
classes: $20.9 million class A-2A, $145.6 million class A-2B,
$14.5 million class B and interest-only class X-2 at 'AAA',
$32.6 million class G at 'BB+', $18.1 million class H at 'B' and
$3.6 million class J at 'B-'. Fitch does not rate the $12.4
million class K certificates. The rating actions follow Fitch's
annual review of the transaction, which closed in July 1996.

The upgrades reflect the increased subordination levels as a
result of amortization and loan payoffs. As of the August 2002
distribution date, the pool's aggregate collateral balance has
been reduced by approximately 33%, to $322.5 million from $482.4
million at closing. Thirty seven of the original 162 loans have
paid off, including nine since last year's review.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end (YE) 2001 financials for 85% of the pool. According to
this information, the YE 2001 weighted average debt service
coverage ratio (WADSCR) is 1.63 times, compared to 1.46x at
underwriting for the same loans.

There are currently two specially serviced loans (0.85% by
outstanding balance). Both loans in special servicing are also
the only delinquent loans in the transaction. Realized losses
total $838,748, with a weighted average loss of approximately
28%. Three loans representing 6.3% of the outstanding balance
have exposure to Kmart, two of which are stand-alone properties.
None of the leases have been rejected by Kmart so far and the YE
2001 WADSCR for these loans is 1.44x.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated classes. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


NATIONAL STEEL: Enters Pact Allowing $463K Setoff with AMROX
------------------------------------------------------------
AMROX owes National Steel Corporation $604,037 for its
prepetition purchase of natural gas from National Steel.
National Steel is also obligated to cash-out $463,954 for
AMROX's prepetition services to reprocess hydrochloric acid.

Pursuant to a Court-approved stipulation, National Steel and
AMROX agree to modify the automatic stay to effectuate a setoff
of the parties' respective claims.  With this setoff, AMROX's
prepetition obligation reduces to $140,086.  Immediately, AMROX
will pay National Steel the remaining obligation.

However, except as stipulated, the automatic stay remains in
full force and effect and will not be deemed modified, lifted or
waived. (National Steel Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Committee Wants Court to End Exclusive Periods
-----------------------------------------------------------
The Official Committee of Unsecured Creditors wants the Court to
terminate, for cause, NationsRent Inc.'s and its debtor-
affiliates' exclusive periods to file a reorganization plan and
to solicit acceptances of that plan.  The Committee wants to be
afforded the opportunity to file a competing reorganization plan
that accounts for the rights of unsecured creditors.

The Debtors' exclusive filing period currently runs through
September 5, 2002, while the exclusive solicitation period
expires October 16, 2002.  The Debtors are seeking another
extension of the Exclusive Periods.

Although the Debtors filed a plan on June 17, 2002 to satisfy a
plan-filing deadline imposed by the Debtors' DIP Lenders, the
Creditors Committee believes there's cause to terminate the
Exclusive Periods to allow them an opportunity to file a
competing plan.  According to the Committee:

A. The Debtors Are Using The Exclusive Periods To Force
    Creditors To Accept An Unsatisfactory Plan:

    The Debtors have filed a pro forma plan, which simply
    satisfies the DIP Lenders and offers the unsecured creditors
    little, to no return.  When the Committee objected the
    Debtors' first motion to extend their Exclusivity Periods on
    April 22, 2002, the Debtors indicated that they were
    beginning negotiations with the equipment lessors and the
    Business Plan had been prepared, but acknowledged that a CEO
    had not been selected.  Between then and now, the Debtors
    have not made any meaningful progress with respect to these
    issues.  The Debtors are missing the projections set forth in
    the Business Plan, and their financial condition is
    deteriorating.  The Debtors have even acknowledged that they
    must revise the Business Plan.  This decadence is not
    surprising, considering that the Debtors have yet to select a
    CEO or formulate a plan of action regarding the Equipment
    Leases;

B. The Debtors Just Hired A CEO:

    The Debtors created the Business Plan:

    1. before selecting a CEO;

    2. prior to negotiating any settlement with equipment
       lessors; and

    3. before arranging exit financing.

    The Debtors then prematurely filed a plan of reorganization
    and disclosure statement to satisfy the DIP Lenders, who have
    refused to negotiate with the Committee.  Any new CEO would
    need 60-90 days to evaluate the Business Plan, management,
    and operations before going forward with a plan of
    reorganization. "The ship has left the port, without anyone
    to guide it"; and

C. The Debtors Are Effectively Thwarting The Goals Of Bankruptcy
    Code Section 1121 Through The Use Of Exclusivity:

    More than one month has passed since the Debtors filed the
    Plan, and meaningful negotiations with the DIP Lenders and
    Debtors have not yet occurred.

"The Committee has been extremely patient during the first
months of these cases and has fully cooperated with the Debtors'
efforts to reorganize.  Conversely, the Debtors and the DIP
Lenders have, to date, failed to demonstrate that they are
prepared to engage in fair and meaningful plan negotiations with
the Committee," Daniel Astin, Esq., at The Bayard Firm, in
Wilmington, Delaware, asserts.  The DIP Lenders, through the
leverage they assert under the DIP Facility, are unfairly
dictating the course of these cases to the detriment of the
Debtors' estates and creditors. (NationsRent Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NCS HEALTHCARE: Sues Omnicare to Block Tender Offer
---------------------------------------------------
NCS HealthCare, Inc., (NCSS.OB) has filed a lawsuit against
Omnicare, Inc., (NYSE: OCR) in the United States District Court
for the Northern District of Ohio, alleging that Omnicare's
tender offer for all of the outstanding common stock of NCS
HealthCare contains materially false and misleading disclosure
in violation of Section 14(e) of the Securities Exchange Act of
1934.

Specifically, the lawsuit alleges, among other things, that
Omnicare misrepresented the course of dealing between NCS
HealthCare and Omnicare, and that Omnicare failed to disclose
that its tender offer was conditioned upon further due
diligence.  From February 2002 until receipt of a letter on the
afternoon of July 26, 2002, NCS had no direct contact from
Omnicare. Prior to receipt of that letter, all proposals from
Omnicare provided for a purchase of NCS assets under a Section
363 bankruptcy sale at a price substantially lower than the
amount of NCS's outstanding debt obligations and with no
recovery for NCS equity holders.  NCS and its advisers believed
that this was not the appropriate method of maximizing value to
all NCS stakeholders. At the time of the receipt of the letter
on July 26, 2002, terms of an exclusivity agreement with Genesis
precluded NCS from responding to the non-binding and conditional
expression of interest from Omnicare.

The lawsuit seeks, among other things, a preliminary injunction
preventing Omnicare's tender offer from continuing until such
time as Omnicare issues corrective disclosure.

NCS HealthCare, Inc., is a leading provider of pharmaceutical
and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and
hospitals. NCS HealthCare serves approximately 203,000 residents
of long-term care facilities in 33 states and manages hospital
pharmacies in 14 states.

As of June 30, 2002, NCS HealthCare's balance sheet shows a
total shareholders' equity deficit of about $108 million.


NII HOLDINGS: Committee Taps Saul Ewing as Bankruptcy Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of NII Holdings,
Inc., asks for authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Saul Ewing LLP as co-counsel,
nunc pro tunc to June 14, 2002.

Kilpatrick Stockton LLP and Saul Ewing assure the Court they
will make every effort to prevent any needless duplication of
effort.  Because the members, counsel, and associates of
Kilpatrick Stockton are not Delaware lawyers, the retention of
Saul Ewing as Delaware counsel is necessary, the Committee
points out.

Saul Ewing will render services to the Debtors with their
current hourly rates:

           Mark Minuti           partner                $365
           Donald J. Detweiler   special counsel        $275
           Tara Lattomus         associate              $260
           Jeremy W. Ryan        associate              $250
           Rebecca Street        associate              $150
           Jason Kittinger       paralegal              $115
           Veronica Parker       case management clerk  $ 65

Saul Ewing will:

      (a) provide legal advice with respect to the Committee's
          rights, powers and duties in these cases;

      (b) prepare on behalf of the Committee all necessary
          applications, answers, responses, objections, forms of
          orders, reports and other legal papers;

      (c) represent the Committee in any and all matters
          involving contests with the Debtors, alleged secured
          creditors, and other third parties;

      (d) assist the Committee in its investigation and analysis
          of the Debtors and the operations of the Debtors'
          businesses; and

      (e) perform all other legal services for the Committee
          which may be necessary and proper in these proceedings.

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.


ONESOURCE TECHNOLOGIES: Equity Deficit Tops $623K at June 30
------------------------------------------------------------
OneSource Technologies, Inc., (OTC BB: OSRC) reported
consolidated revenues of $1.4 million for the six months ended
June 30, 2002, a four percent (4%) increase compared to revenues
of $1.3 million for the same period of 2001. Net Loss for the
six months ended June 30, 2002 narrowed to $57 thousand (less
than one cent per share) compared to a Net Loss of $369 thousand
($0.02 per share) for the six months ended June 30, 2001.

Consolidated revenues of $721 thousand were also reported today
for the three months ended June 30, 2002 and represent a six
percent (6%) increase compared to consolidated revenues of $680
thousand for the same period in 2001. OneSource reported Net
Income of $57 thousand (less than one cent per share) for the
quarter ended June 30, 2002 compared to a Net Loss of $75
thousand ((less than one cent per share) for the three months
ended June 30, 2001.

In its June 30, 2002 balance sheet, the Company records a
working capital deficit of about $1.2 million, and a total
shareholders' equity deficit of $623,732.

"Second quarter results continue to confirm the positive change
in direction the Company has taken and documents continued
improvement over results of prior years", said Jerry Washburn,
CEO of the Company. "While revenues continued to increase in the
quarter, turning the corner into profitability in this quarter
finally validates the restructuring changes we have implemented
to return the Company to profitable operations," continued
Washburn. "The Company has made great strides in enhancing
infrastructure, management and processes and is now staged to
generate continuing positive cash flows and profits through the
balance of 2002," concluded Washburn.

OneSource is engaged in three closely related and complimentary
lines of IT and business equipment support products and
services, 1) equipment maintenance services, 2) equipment
installation and integration services, and 3) value added
equipment supply sales. Each segment also utilizes the Internet
to facilitate distribution of its service and product offerings.
OneSource is a leader in the technology equipment maintenance
and service industry and is the inventor of the unique OneSource
Flat-Rate Blanket Maintenance System(TM). This innovative patent
pending program provides customers with a Single Source for all
general office, computer and peripheral and industry specific
equipment technology maintenance and installation services.

OneSource's Cartridge Care division is a quality leader in
remanufactured toner cartridge distribution in the southwest and
is the supplier of choice for a number of Fortune 1000 companies
in that region. OneSource has realigned this division and
invested heavily in eCommerce initiatives to stage the division
for substantial expansion over the next two years to enable
Cartridge Care to extend its high quality reputation beyond its
southwestern regional roots.


OPSWARE INC: July 31 Working Capital Deficit Tops $20 Million
-------------------------------------------------------------
Opsware Inc. (Nasdaq:OPSW), formerly Loudcloud, the leading
provider of IT automation software for server and application
management, reported results for its second quarter ended July
31, 2002. Results include operations of the managed service
business, which was subsequently sold to EDS for $63.5 million
in an all-cash transaction that closed on August 15, 2002.

Financial and operating highlights for the second quarter
included:

      --  Total revenue grew to $17.5 million, a 24% increase
from the same quarter last year, and up slightly from the
previous quarter. This marks Opsware's tenth consecutive quarter
of sequential revenue growth.

      --  GAAP net loss narrowed to $0.24 per share,
substantially beating the First Call consensus estimate of
$0.45. EPS loss improved 80% from the year ago period and 48%
from the previous quarter.

      --  The company's EBITDA loss narrowed sharply to $10.8
million (excluding restructuring costs and extraordinary items).
This represents an improvement of almost $48 million from the
same quarter last year and $4.1 million better than the prior
quarter.

      --  Cash utilization declined sequentially to $19.4 million
and fell within the $18-20 million target range provided by
management in August of 2001.

At July 31, 2002, the Company's total current liabilities exceed
its total current assets by about $20 million.

Marc Andreessen, Chairman of the Board, said: "The results from
the managed service business this quarter again demonstrate the
value of our automated approach to addressing IT management for
enterprise clients. The technological advantages we have
developed over the last several years combined with the
demonstrated demand for our Opsware IT automation software have
positioned us well for our new focus. EDS's minimum commitment
to license our Opsware Automation Technology for $52 million
over the next three years validates our competitive lead and
provides an excellent foundation on which to build Opsware Inc."

"We again showed strong results in the managed service business
in the second quarter, and we are now focused on the Opsware
software business," said Ben Horowitz, President and CEO. "Our
sound financial position, combined with the strong demand we are
seeing for our product, will allow us to reach cash flow
breakeven earlier than we had anticipated, and positions us well
to capitalize on the demand for IT automation software."

Opsware's second quarter 2003 revenue of $17.5 million compares
with $14.1 million in the same period a year earlier. The
company reported an EBITDA loss (net loss before interest,
taxes, depreciation, and amortization expenses, excluding
restructuring charge and extraordinary items) of $10.8 million
in the quarter, compared with an EBITDA loss of $14.9 million in
the prior quarter ended April 30, 2002.

The company reported a GAAP net loss of $16.7 million, compared
to a loss of $30.4 million in the prior quarter ended April 30,
2002.

Rod Sherwood, executive vice president and CFO, said, "We posted
another quarter of solid financial results. With approximately
$90 million net cash following the completion of the EDS
transaction and a significantly lower cash utilization rate
after transitioning from the managed service model, Opsware has
the financial flexibility to execute on the operating plan for
our new software business going forward."

Opsware Inc., also announced that Rod Sherwood will be leaving
the company for personal reasons. Sherwood will remain interim
CFO to facilitate the smooth transition of his responsibilities.
In addition, Sherwood will be certifying the company's financial
statements in its upcoming Form 10-Q.

"My decision to leave Opsware is based entirely on personal
reasons. I plan to remain here on an interim capacity to ensure
a smooth transition of responsibilities, and I will be
certifying our financial statements. I have the utmost regard
for the capabilities and integrity of Opsware management. I
strongly believe in the prospects for the company and will be
holding my stock," said Sherwood.

Opsware Inc, formerly Loudcloud, is the leading provider of IT
automation software, offering a complete solution for
enterprises, government agencies and service providers looking
to reduce costs and increase IT efficiencies. The Opsware System
automates the complete IT lifecycle including provisioning,
deploying, changing, scaling, securing, recovering,
consolidating, auditing and reallocating servers and business
applications. The Opsware System uniquely combines process
automation with built in operations knowledge on over 200
technologies. Opsware was the foundation of Loudcloud's
software-powered managed services business and has been proven
to lower costs, accelerate change and increase service quality.
For more information on Opsware Inc., please visit its Web site
at http://www.opsware.com


O'SULLIVAN INDUSTRIES: June 30 Balance Sheet Upside-Down by $55M
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board:
OSULP), a leading manufacturer of ready-to-assemble furniture,
today reported its fiscal 2002 fourth quarter and full year
results for the period ended June 30, 2002.

                        Fourth Quarter Results

Net sales for the fourth quarter were $77.1 million, a decrease
of 8.4% from sales of $84.2 million in the comparable period a
year ago.  Net sales for both periods have been adjusted to
reflect the adoption of an accounting pronouncement that
reclassifies certain selling expenses to a reduction of net
sales.

Operating income for the fourth quarter was $9.7 million, an
increase of 7.8% from operating income of $9.0 million in the
comparable period a year ago.

Net loss for the fourth quarter was $250,000, compared to net
income of $1.0 million in the comparable period a year ago.  The
current quarter's reduction in net income reflects an increase
in tax expense related to the recent arbitration settlement with
RadioShack.

Adjusted EBITDA for the fourth quarter was $13.8 million, or
17.8% of net sales, a decrease of 4.1% from $14.4 million, or
17.1% of net sales, for the comparable period a year ago.  The
attached table reconciles net income to adjusted EBITDA.

"We ended the fourth quarter of fiscal 2002 with mixed results.
While our operating income improved, orders during the quarter
were weaker than previously anticipated resulting in the decline
in our sales results," said Richard Davidson, president and
chief executive officer.  "While we were disappointed in our
fourth quarter sales performance, we feel this is largely a
result of our customers' reducing orders related to a decline in
their point of sale results.

"During the fourth quarter, we continued to improve our
operating results as a result of our focus on cost containment,"
continued Mr. Davidson.  "Our operating capacity and cost
structure have positioned O'Sullivan Furniture to capture market
share when our retail customers return to historic sales
levels."

                     Fiscal 2002 Year End Results

Net sales for fiscal 2002 fell to $349.1 million from $358.8
million in the comparable period a year ago, a decrease of $9.7
million, or 2.7%.

Operating income for fiscal 2002 rose to $39.9 million from
$21.9 million in the comparable period a year ago, an increase
of $18 million, or 82.2%. Operating income in the prior year
included a $10.5 million pre-tax restructuring charge.

Net loss for fiscal 2002 was $7.8 million, compared with a net
loss of $7.9 million in the comparable period a year ago.  The
current year net loss includes tax adjustments related to the
RadioShack settlement.  O'Sullivan paid $27.7 million for
amounts due RadioShack through June 30, 2002.  The prior year
net loss included a $10.5 million pre-tax restructuring charge.
On a comparable basis without these charges, net income would
have been $7.6 million for fiscal 2002 compared to a net loss of
$1.0 million for the prior year period.

Net loss attributable to common stockholders for fiscal 2002 was
$20.3 million, compared with a net loss attributable to common
stockholders of $18.7 million in the comparable period a year
ago.

Adjusted EBITDA for fiscal 2002 was $55.5 million, or 15.9% of
net sales, up from $49.8 million, or 13.9% of net sales, for the
comparable period a year ago.

The lower net income levels also reflect the increased level of
debt and related interest expense associated with O'Sullivan's
leveraged recapitalization in November 1999.  However, a
sizeable amount of income- reducing expenses are non-cash
charges.  These expenses include non-cash interest as shown on
the attached schedule consisting of:

      -- O'Sullivan Holdings note,

      -- the change in market value of the interest rate collar,
         and

      -- the amortization of debt discount and loan fees.

Note:  The dividends and accretion on preferred stock line item
is also non-cash.

                          Working Capital

For the fiscal year, net cash provided by operating activities
was $25.9 million, compared to net cash provided by operating
activities of $24.9 million in the comparable period a year ago.
The current year amount included cash used by operating
activities in the fourth quarter of $27.7 million for the
payment to RadioShack related to our recent arbitration
settlement agreement.

Inventory levels at year-end rose to $52.4 million from $48.5
million in the prior year, an increase of $3.9 million, or 8.0%.
Accounts receivable levels during the current quarter dropped to
$37.0 million from $52.6 million in the prior year quarter, a
decrease of $15.6 million, or 30.0%.

Capital expenditures decreased for fiscal 2002 to $8.6 million
from $16.8 million in the prior year, a reduction of $8.2
million.  This fiscal year, O'Sullivan repaid $8.5 million of
borrowings, of which $5.0 million was an optional prepayment.
Cash on hand rose to $15.8 million at June 30, 2002 from $7.1
million last year.

                           Conclusion

Mr. Davidson concluded, "Our recent order trends combined with
uncertainty in the general economy cause us to be less
optimistic about improving sales levels during the last half of
this calendar year.  While we are currently not pleased with our
top line, our operating performance demonstrates our potential
once our sales levels return to more historical levels.  Looking
to the first quarter of our fiscal year 2003, we expect sales to
be down in the upper single-digit range from last year's
adjusted $82.2 million and EBITDA to be slightly higher than the
prior year's $10.0 million."

At June 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $55 million.


OWENS CORNING: Prof. Francis McGovern Serving as Mediator
---------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained
Court approval to appoint, nunc pro tunc to May 1, 2002,
Professor Francis E. McGovern as Mediator.  Professor McGovern
will facilitate the resolution of various issues that must be
addressed for the Debtors to successfully consummate a
Reorganization Plan.  He must periodically report to the
District Court and Bankruptcy Court on the status of the
mediation process.

The appointment of Professor McGovern is touted as being in
furtherance of the December 28, 2001 Order by Judge Wolin (then
presiding judge of the Debtors' cases) appointing consultants
and special masters.  Professor McGovern had been one of the
five individuals covered by the Order, that tasked them to
"advise the Court and to undertake such responsibilities,
including by way of example and not limitation, mediation of
disputes, holding case management conferences, and consultation
with counsel, as the Court may delegate. . . ."

As mediator, Professor McGovern will be paid a Mediator's fee of
$100,000 per month.  This will also cover all of his out-of-the
pocket expenses.   The fee will be paid monthly in advance, on
the first day of each month, and will require no Court approval
prior to payment.  The Mediator's fee is based on the Mediator's
significant attention to the mediation process in the Debtors'
cases.  In the event that the level of the Professor McGovern's
attention to the cases is reduced, the fee will also be reduced
to the amount satisfactory to Professor McGovern and the
Debtors, and subject to Court approval. (Owens Corning
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC GAS: Will Continue Battle to Recoup $8 Bill. Power Costs
----------------------------------------------------------------
Pacific Gas and Electric Company can proceed with lawsuit in
District Court to recoup power costs up to $8.1 billion from
electricity users.

District Court Judge Vaughn Walker denied requests by the CPUC
and consumer group Utility Reform Network to dismiss the case.

Judge Walker ruled that PG&E has a legal basis for its claim
that the CPUC improperly refused to raise customer electric
rates to cover soaring power costs during the state's energy
crisis.

"Wholesale costs of energy paid by Pacific Gas & Electric must
be recognizable as recoverable costs by state regulators," Judge
Walker said.

PG&E argued that it would not be in bankruptcy had the state
Public Utilities Commission ended a rate freeze and allowed it
to charge the going rate for electricity.

However, Pacific Gas and Electric Co. still must prove at trial
that it's entitled to recover up to $8.1 billion from
electricity users, Judge Walker ruled.

Judge Walker said several factors would be weighed to assess
PG&E's right to collect the money from ratepayers, including
"reasonableness of PG&E's use of surplus revenues." (Pacific Gas
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC GAS: Maintains Stand that Its Plan is Most Feasible
-----------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after the California Public Utilities Commission held a press
conference on the utility's Chapter 11 case:

"The CPUC's announcement [Thurs]day, weeks after the voting
period ended, underscores the fact that its current plan is not
feasible and cannot be confirmed.

"Since many of the important details of the CPUC's arrangement
have not been made public, PG&E will need to obtain and
thoroughly review additional information in order to provide a
detailed analysis.

"PG&E continues to believe its plan of reorganization is the
fastest, fairest and most feasible solution to resolve its
Chapter 11 case.  PG&E's reorganization plan is the only one
that allows the utility to emerge from Chapter 11 as an
investment-grade company, pays all valid claims in full with
interest and gives the State of California a clearly defined
path to exit the power buying business."


PENTON MEDIA: Falls Short of NYSE Continued Listing Standards
-------------------------------------------------------------
Penton Media, Inc., (NYSE: PME) has been notified by the New
York Stock Exchange that its common stock is "below criteria"
for continued listing because the average closing price of its
common stock for a consecutive 30-day period prior to
notification was below $1.00. Under NYSE guidelines, Penton
Media must return its share price and average share price back
above $1.00 by six months following receipt of the NYSE's
notification. In the event that the Company fails to return to
compliance during this time period, the NYSE has notified the
Company that it will commence suspension and delisting
procedures for the Company's common stock.

The NYSE notified the Company that it may make an appraisal of,
and determine on an individual basis, the suitability for
continued listing of Penton's common stock based on other
factors such as an abnormally low share price. The NYSE noted
that the Company's common stock has recently traded as low as
$.33, which is often viewed by the New York Stock Exchange as
abnormally low. The NYSE informed the Company that continued
trading at this price level may require the NYSE to make more
immediate qualitative continued listing determinations.

In accordance with NYSE rules, the Company has acknowledged to
the NYSE receipt of this notification and its intention to cure
this deficiency. There can be no assurance, however, that the
Company will be able to do so.

Penton Media is a leading, global business-to-business media
company that produces market-focused magazines, trade shows and
conferences, and online media. Penton's integrated media
portfolio serves the following industries: Internet/broadband;
information technology; electronics; natural products;
food/retail; manufacturing; design/engineering; supply chain;
aviation; government/compliance; mechanical
systems/construction; and leisure/hospitality.


PG&E NATIONAL: Lenders Extend Credit Facility Until October 21
--------------------------------------------------------------
PG&E National Energy Group, a unit of PG&E Corporation (NYSE:
PCG), announced that a syndicate of 16 lenders extended the
maturity date of a revolving credit facility from Aug. 22 to
Oct. 21, 2002.

Terms and conditions include reducing the size of the facility
to $500 million and freezing the facility at its current
outstanding levels of debt, which is $431 million.  The
agreement also limits another $500 million two-year facility to
its current outstanding debt level of $279 million.

"We're pleased with the lenders' agreement to extend the renewal
date so that we can continue working together to renew the
credit facility for the long term," said John Cooper, PG&E
National Energy Group's senior vice president of finance.  "We
look forward to making progress in the weeks ahead."

The period between now and Oct. 21, 2002, will be spent pursuing
the debt restructuring effort now underway at PG&E National
Energy Group.  Options include, but are not limited to, sales of
assets and businesses, debt restructuring and reorganization of
existing operations.

The administrative agent for the 16-bank syndicate is JP Morgan
Chase Bank.

Headquartered in Bethesda, Md., PG&E National Energy Group
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.


PHOENIX GROUP: Taps Provost & Umphrey to Prosecute Claims vs DVI
----------------------------------------------------------------
The Phoenix Group Corporation (OTCBB:PXGPE), a Dallas-based
company, has retained the services, subject to approval of the
United States Bankruptcy Court for the District of Delaware, of
former federal judge Joe Kendall, a partner in the law firm of
Provost & Umphrey -- http://www.provostumphrey.com-- to
prosecute claims for damages on behalf of Phoenix and its
subsidiary, Americare Management, Inc., against DVI, Inc.
(NYSE:DVI) and others.

Phoenix and Americare each filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
Delaware court on August 21, 2002.


qSERVE COMMS: Trustee Wants to Employ Mary Roach as Accountant
--------------------------------------------------------------
George T. Johnson, the Chapter 11 Trustee of the qServe
Communications, Inc. proposed to the U.S. Bankruptcy Court for
the Western District of Missouri to engage the professional
services of Mary L. Roach as his accountant.

The Trustee relates to the Court that none of the remaining
corporate accounting and office personnel has the formal
accounting training or comprehensive knowledge of the company
books, records and computerized accounting systems to prepare
the necessary reports required by the United States Trustee.

Mary Roach has agreed to:

      a) assume primary responsibility for bringing the books
         and records of the company branches and corporate
         offices current;

      b) consolidate all branch and corporate accounting and
         financial records;

      c) assume primary responsibility to complete the
         preparation of Chapter 11 reports required by the United
         States Trustee and in connection therewith maintain all
         necessary books and records for the administration
         period of this case;

      d) report to the Operating Trustee regarding the financial
         status of the debtor;

      e) supervise remaining bookkeeping personnel of the debtor;

      f) provide other accounting services as may be required by
         the Operating Trustee during the course of these Chapter
         11 proceedings and the Successor Chapter 7 Trustee
         should this matter be converted to such; and

      g) assist the Trustee and Debtor's counsel with the
         preparation of Debtor's schedules, statement of
         financial affairs and supporting documents.

The Trustee had a discussion with Ms. Roach, the company's
previous Kansas City Branch and Corporate Controller, as to her
availability to be employed in this case and to perform the
wrap-up and closing services required by the estate.

Ms. Roach's hourly rate is $75 per hour for these services.  Ms.
Roach determined that closing and reporting tasks will require
between 100 and 120 hours of effort.

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.


QWEST: Baylock Recommends Purchase of Bonds at Current Levels
-------------------------------------------------------------
Blaylock & Partners' analysts Rick R. Black, Ari M. Moses and
David W. Utter have initiated coverage of Qwest Communications
International (NYSE: Q) with a "sell" recommendation.  They do,
however, recommend purchase of Qwest's bonds at current levels.

Blaylock issues "sell" ratings when its analysts expect a
covered stock to underperform the generally recognized market
indexes by a minimum of 20 percent.

In their report titled "Sell the Equity, Buy the Bonds," Messrs.
Black, Moses and Utter estimate minimal equity value for shares
of Qwest stock even after accounting for the recently announced
QwestDex directories business sale.  The analysts say that
although Qwest is in advanced negotiations to restructure its
existing bank credit facility, the Company still faces numerous
obstacles and the potential for a restructuring of its bank
credit facility.  Obstacles include the fact that the company is
beset by a downturn in its local operations, worsening of its
out-of-region long distance business, continued economic
weakness, high debt levels, and investigations into its
accounting practices.  The analysts do not expect these issues
to be resolved in the near-term.

However, Messrs. Black, Moses and Utter recommend that
aggressive investors consider purchasing the debt obligations of
either U.S. West, Qwest Communications or Qwest Capital Funding.
They base this recommendation on their positive view of new
management, and the additional time and breathing room the
QwestDex sale affords Qwest to turn around its business,
restructure existing funding and obtain new sources of funding.
The analysts say it's clear that management is attempting to
turn Qwest around and position the company for long-term growth.

Overall, Messrs. Black, Moses and Utter feel that the key to
Qwest's maximizing its shareholder value lies in the gradual
exit of its out-of-region long distance operations, a business
that has seen reduced profitability over the last few years.
The analysts see this situation worsening as the RBOCs begin to
offer long distance services in their respective regions and as
enterprise customers select long distance providers based on
quality, rather than price.  This shift in strategy should
conserve cash, increase EBITDA, and better position the company
to weather the current downturn in the market.

Institutional investors interested in receiving more information
should contact Mr. Black at 212/715-6671 (black@blaylocklp.com)
Mr. Moses at 212/715-6644 (amoses@blaylocklp.com), or Mr. Utter
at 212/715-6610 (dutter@blaylocklp.com).  Mr. Black and Mr.
Moses are equity analysts, Mr. Utter is a fixed income analyst.
Reporters interested in receiving a copy of the research report
should contact Kevin Foster at kfoster@starkmanassociates.com

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs - Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation.

Blaylock & Partners, L.P., is a member of the National
Association of Securities Dealers, CRD number 35669.


RAILWORKS: Will Not Be Able to File June Quarter Report on Time
---------------------------------------------------------------
On September 20, 2001, Railworks Corporation and 22 of its
subsidiaries filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court
for the District of Maryland. As a result of this bankruptcy
filing, the Company's management and personnel have been
focusing on bankruptcy and reorganization-related matters, which
have caused delays in the collection and review of information
and documents relating to the preparation of Railworks'
Quarterly Report for the quarter ended June 30, 2002. As a
result, the Company will not be able to file its Quarterly
Report for the quarter ended June 30, 2002 on a timely basis.

Railworks anticipates that it will report a net loss for the
quarter ended June 30, 2002 less than the $37.5 million loss for
the quarter ended June 30, 2001.

RailWorks Corporation (RWKS)is a leading supplier of rail system
products, track construction, rehabilitation, repair and
maintenance and installation of electrification, communication
and signaling equipment for rail applications, and related
products and services throughout North America. The company
filed for Chapter 11 protection on September 21, 2001. Martin T.
Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P. represents
the Debtors in its restructuring efforts.


ROADHOUSE GRILL: Florida Court Confirms Plan of Reorganization
--------------------------------------------------------------
Roadhouse Grill Inc., (OTCBB:GRLLQ.PK) announced the U.S.
Bankruptcy Court for the Southern District of Florida Wednesday
confirmed Roadhouse's reorganization plan and that the company
will emerge from Chapter 11 within 30 days.

An overwhelming majority of Roadhouse Grill's creditors voted to
accept its reorganization plan. In addition, Roadhouse reached a
settlement with the CNL creditors that had forced Roadhouse into
reorganization in April by refusing to join other Roadhouse
creditors in an out-of-court workout arrangement.

"Our emergence from Chapter 11 in just four months is a major
accomplishment," said Ayman Sabi, chief executive officer of
Roadhouse Grill. "Now that we are free from the distractions of
bankruptcy court, we are extremely excited to be able to totally
refocus on our business, our guests and on continuing to
implement our plans, which we had begun prior to being forced
into this action. With the Chapter 11 behind us and with the
overwhelming support of our creditors and shareholders, we are
re-energized and positioned for continued success, and we are
very optimistic about our future."

Roadhouse Grill Inc., is based in Pompano Beach, Fla., and owns
and operates 69 full-service, casual-dining restaurants and
eight franchises. The company's restaurants, which offer a
"rambunctious" style consistent with Roadhouse Grill's motto:
"Eat, drink and be yourself," are located in Alabama, Arkansas,
Florida, Georgia, Louisiana, Mississippi, New York, North
Carolina, Ohio and South Carolina. For more information or to
find a Roadhouse Grill near you, call 954/957-2600 or visit
http://www.roadhousegrill.com


RUSHMORE FINANCIAL: Commences Trading on OTCBB Effective Aug. 23
----------------------------------------------------------------
Rushmore Financial Group, Inc., (Nasdaq:RFGI), announced that
The Nasdaq Stock Market had notified the Company that it no
longer complied with its minimum continued listing requirements
by maintaining a minimum closing bid price of $1.00 for at least
10 consecutive trading days. The Company was also notified by
the Nasdaq Stock Market that, to comply with its minimum
continued listing requirements, it must maintain a minimum
balance of $2,500,000 in Shareholder's Equity and a minimum of
$1,000,000 in market value in the public float. On August 5,
2002 the Nasdaq Stock Market notified The Company that its
common stock had failed to maintain a minimum market value of
publicly held shares of $1,000,000 as required. The Company has
failed to maintain a minimum balance of $2,500,000 in
Shareholder's Equity and is delinquent in payment of fees for
listing of additional shares. Accordingly, the Company's
securities were delisted from The Nasdaq SmallCap Market at the
opening of business on August 23, 2002.

The Company had determined that it qualified for automatic
listing and inclusion on the OTC Bulletin Board Exchange and
moved to the OTC Bulletin Board Exchange on August 23, 2002. In
2003 the OTCBB will be phased out, and replaced by a new, higher
quality market, the BBX (Bulletin Board Exchange).

Rushmore Financial Group, Inc., a Dallas-based technology
development and financial services holding company that
provides, through its subsidiaries, software and web based
financial software applications, investment and insurance
services and products. Its investment services business consists
of direct access online brokerage, securities brokerage
services, mutual funds, variable life insurance and annuity
products, and other financial services.


SERVICE MERCHANDISE: Baltimore Co. Balks at Tax Exemption Order
---------------------------------------------------------------
The Taxing Authority of Baltimore County asks the Court for
relief from the March 16, 2002 Order, which exempted Service
Merchandise Company, Inc., and its debtor-affiliates from paying
transfer taxes by way of Section 1146(c) of the Bankruptcy Code
regarding a sale of a land in Baltimore County.

Jeffrey Grant Cook, Assistant County Attorney, in Townson,
Maryland, tells Judge Paine that under Rule 9006 of the Federal
Rules of Bankruptcy Procedure, Baltimore County should be
granted the relief sought for excusable neglect.  Baltimore
County never received the Debtors' motion filed on February 15,
2002.  And Baltimore County objects to that motion.

According to Mr. Cook, the Supreme Court addressed "excusable
neglect", in the context of Bankruptcy Rule 9006(b)(1), as:

    "to give little attention or respect" to matter, or closer
     to the point for our purposes, leave undone or unattended
     to 'especially through carelessness."

The Supreme Court stated that, "Congress plainly contemplated
that the courts would be permitted, where appropriate, to accept
late filings caused by inadvertence, mistake, or carelessness,
as well as by intervening circumstances beyond the party's
control".

Furthermore, Mr. Cook adds, the Supreme Court held that
"excusable neglect" encompassed "situations in which the failure
to comply with a filing deadline is attributable to negligence".
The Supreme Court instructed lower courts to consider:

    (a) the danger of prejudice to the Debtor;

    (b) the length of the delay and its potential impact on
        judicial proceedings;

    (c) the reason for the delay, including whether it was within
        the reasonable control of the movant; and

    (d) whether the movant acted in good faith.

In light of these factors, Mr. Cook contends that there is no
prejudice to the Debtors if the relief requested is granted
because the plan has not been approved yet.  Thus, there is no
final judgment.  The delay in this case is three months and the
impact on this case is minimal.  "If the Court were to revisit
the exemption from transfer taxes issue and hold in favor of
Taxing Authority Baltimore County, all it would mean is that the
Debtors would have to pay taxes," Mr. Cook explains.

In addition, Mr. Cook tells the Court that the delay is not even
negligence since Baltimore County never received the Debtors'
motion.

                          Debtors Object

Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, in Nashville
Tennessee, argues that the motion should be denied for these
reasons:

    (a) Since the early stages of these cases, the Court has
        consistently authorized the Section 1146 Tax Exemption to
        pre-confirmation asset transfers.  Specifically, the
        Debtors announced their intentions to wind-down their
        continuous business operations and pursue a wind-down
        plan under Section 1129 of the Bankruptcy Code.
        Obviously, the pre-confirmation disposition of the
        Debtors' assets is a necessary and integral part of any
        such wind-down plan.  This necessity is especially
        present with respect to the Debtors' real estate assets,
        which were the Debtors' largest asset other than
        inventory; and

    (b) Baltimore County has not provided the Court any reason
        why it should:

        -- reverse its prior holdings since the early stages of
           these cases, and

        -- deny the Section 1146 Tax Exemption.

        Moreover, Baltimore County has not provided any evidence,
        nor could it, that that sale of the Debtors' real estate
        assets was not necessary or essential to their
        confirmation process.

Accordingly, the Debtors ask the Court to deny the Motion.
(Service Merchandise Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Service Merchandise's 9.000% bonds due
2004 (SVCD04USR1) 5 and 8. For more real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=SVCD04USR1


SLI INC: Considering Chapter 11 Filing to Restructure Debts
-----------------------------------------------------------
SLI, Inc., one of the world's largest lighting manufacturers,
announced continuing negotiations with its senior lenders.

The Company, while continuing negotiations with its senior
lenders, continues to be unable to obtain an extension of the
forbearance agreement with its senior banks with respect to the
Company's current defaults, including its payment default. The
Company is continuing to explore all available alternatives to
restructuring its existing debt and addressing its current
liquidity issues, including the possibility of filing voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code for its United States subsidiaries.  In
connection with the Company exploring various strategic
alternatives, the Company has retained the services of a
financial advisor.

SLI Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures. The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps).  They also offer a comprehensive range
of fixtures.  The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. SLI, Inc. is also the #1 global
supplier of miniature lighting products for automotive
instrumentation.


SOURCINGLINK.NET: Nasdaq Knocks Off Shares from SmallCap Market
---------------------------------------------------------------
SourcingLink.net Inc. (Nasdaq:SNET), a leading provider of
sourcing solutions to the retail industry, has received
notification from Nasdaq that the company's common stock will be
delisted from the Nasdaq SmallCap Market effective Aug. 22,
2002, because it does not comply with the minimum bid price
requirement of $1.00 per share for continued listing set forth
in Marketplace Rule 4310(C)(4) and it does not currently meet
the continued inclusion requirements for the SmallCap market set
forth in Marketplace Rule 4310(C)(2)(B).

The company's common stock is immediately eligible to trade on
the OTC Bulletin Board.

The company will continue to provide information through filings
with the Securities and Exchange Commission.

SourcingLink -- http://www.SourcingLink.net-- is a leading
provider of sourcing solutions to the retail industry.
SourcingLink's complete sourcing solutions provide the best
practices, sourcing tools and methodologies required to succeed
at any type of online negotiations. SourcingLink has been
concentrating exclusively on the retail industry for over eight
years. Our customers include France's second largest home
improvement retailer, Leroy Merlin; bauMax, the number one DIY
retailer in central Europe; the world's second largest retailer,
Carrefour; and the WWRE, the world's premier retail exchange.


TELESPECTRUM: Search for New Auditors Delays Filing SEC Reports
---------------------------------------------------------------
On June 30, 2002, TeleSpectrum Worldwide Inc. and Arthur
Andersen LLP agreed to end Arthur Andersen's engagement as
TeleSpectrum's independent auditors, and TeleSpectrum continued
a search that had begun in the beginning of June 2002 for new
auditors. As a result, TeleSpectrum is unable to timely file its
quarterly report with the SEC for the quarter ended June 30,
2002 without unreasonable effort or expense.

TeleSpectrum anticipates that its results of operations for the
three-month and six-month periods ended June 30, 2002 will
differ substantially from its results of operations for the
comparable prior year periods. Revenues for the quarter and the
six months ended June 30, 2002 are expected to decrease by
approximately $32.4 million and $59.6 million, respectively,
from the comparable periods in 2001. In addition, TeleSpectrum
expects to report consolidated net income of approximately $8.7
million and a net loss of approximately $3.8 million for the
three- and six-month periods ended June 30, 2002, respectively,
compared to net losses of $24.7 million and $34.7 million for
the three- and six-month periods ended June 30, 2001,
respectively. The differences in revenues are primarily the
result of the Company's loss of significant customers, the
effects from the events of September 11 and the general economic
downturn. The differences in net income/loss are primarily the
result of a one-time gain of approximately $13.6 million from
the recapitalization of Company debt in April 2002.

TeleSpectrum Worldwide Inc. is a leading full-service provider
of multi-channel customer relationship management (CRM)
solutions for Global 1,000 companies in diverse industries,
including financial services, telecommunications, technology,
insurance, healthcare, pharmaceuticals and government.

                         *   *   *

As previously reported, in connection with the recent
recapitalization of its balance sheet, Telespectrum Worldwide
Inc., the sponsor of the Telespectrum Worldwide Inc. 401(k)
Retirement Savings Plan, implemented a corporate restructuring
plan pursuant to which Telespectrum's finance department moved
to the executive offices of the Company. As a result of such
move, the finance department and its auditors did not receive
the trustee statements in a timely manner and, accordingly, were
unable to begin the preparation of the Annual Report on Form 11-
K until a recent date. Consequently the Company will not meet
timely filing of such financial information.

Once filed the Company expects that that its 401(k) Retirement
Savings Plan market value for fiscal year 2001 will differ
substantially from its fiscal year 2000 value. Net assets for
2001 are expected to decrease to $5.9 million from $7.8 million
for 2000. This decline in market value is due to decreased stock
values resulting from the weakening U.S. economy in 2001.


THOMSON KERNAGHAN: IDA Permanently Suspends Company's Rights
------------------------------------------------------------
The Ontario District Council of the Investment Dealers
Association has permanently suspended the rights and privileges
of Thomson Kernaghan & Co., Ltd., as a Member of the
Association.

This suspension makes permanent the temporary suspension order
made on July 11, 2002. Thomson Kernaghan was no longer able to
maintain its risk adjusted capital at a level greater than zero
and the Association determined that no reliance could be placed
on any reporting by Thomson Kernaghan about their risk adjusted
capital.

On July 12, 2002, Ernst and Young was appointed trustee in
bankruptcy and is presently on site at Thomson Kernaghan to
ensure the orderly transfer of all client accounts.

For a complete summary of facts, please see IDA Bulletin No.
3037 at http://www.ida.ca

The Investment Dealers Association of Canada is the national
self-regulatory organization and representative of the
securities industry. The Association's role is to foster fair,
efficient and competitive capital markets by encouraging
participation in the savings and investment process and by
ensuring the integrity of the marketplace. The IDA enforces
rules and regulations regarding the sales, business and
financial practices of its Member firms. The Enforcement Branch
investigates complaints, conducts investigations and disciplines
Members and their employees as part of the IDA's regulatory
role.


VERTEL CORPORATION: Commences Trading on OTC Bulletin Board
-----------------------------------------------------------
Vertel Corporation (OTCBB:VRTL), a leading provider of
convergent service management mediation solutions, announced
that its common stock was delisted from The Nasdaq SmallCap
Market at the opening of business Thursday because it did not
comply with the $1.00 minimum bid price requirement for
continued listing as set out in Marketplace Rule 4450(a)(5).

Vertel's common stock is now trading on the OTC Bulletin Board
under the stock symbol (OTCBB:VRTL).

Vertel is a leading provider of convergent service management
mediation solutions. Vertel's high-performance solutions enable
customers to quickly and cost-effectively introduce new
services, networks and OSSs while leveraging existing
investments.

Using the M*Ware-driven Development Environment, Vertel has
created a full suite of mediation-based applications that can
address protocol translation, data transformation, element and
network management, OSS application integration and OSS exchange
services.

Vertel's product offerings allow seamless management in multi-
technology and multi-vendor environments. Vertel also develops
communications software solutions that fit individual customer
requirements through its Professional Services organization.

For more information on Vertel or its products, contact Vertel
at 21300 Victory Boulevard, Suite 700, Woodland Hills,
California 91367; telephone: 818/227-1400; fax: 818/598-0047; or
visit http://www.vertel.com


WEIRTON STEEL: Says Exclusions Have Less Effect on Current Ops.
---------------------------------------------------------------
Weirton Steel Corp., reported the latest round of exclusions on
certain types of steel products did not affect its current
operations, but eventually could have an adverse impact on the
company.

The government announced it lifted tariffs imposed in March by
the Bush administration on a final batch of 178 steel product
types, bringing the total number of exclusions since the process
began in June to 727.

"The latest exclusions did not affect products we make today,
with the exception of a small amount of GALFAN.  However, we are
very, very disappointed.  [Thurs]day's exclusions ultimately
will have an impact on us.  U.S. mills that have been affected
and lose business would fill their voids by producing greater
quantities of products that we make, and/or, look toward our
customer base," said John H. Walker, president and chief
executive officer.

"We will continue to closely monitor the situation and contact
appropriate members of the Bush administration to lodge our
concerns."

The exclusion system is part of the World Trade Organization's
safeguard process.  It provides other nations and domestic
steel-consuming companies to file for tariff exclusions under
certain conditions.

For the most part, exclusions have been granted because an
affected product is neither produced in the U.S. nor
domestically produced in significant quantities to meet demand.

Last March, President Bush imposed three-year tariffs ranging
from 8 to 30 percent on 16 types of steel imports after the U.S.
steel industry cited unprecedented levels of such imports were
harming its operations.  Since December 1997, 35 domestic steel
companies have filed for bankruptcy protection.  During that
period, the government found 14 countries have violated U.S.
pricing and/or pricing subsidies laws.

Weirton Steel is the seventh largest U.S. integrated steel
company and the second largest domestic producer of tin mill
products.


WIDECOM: Auditor Zafar Husain Doubts Ability to Meet Obligations
----------------------------------------------------------------
Zafar Husain Siddiqui, WideCom Group's independent auditor,
delivered its report to the Company's Shareholders and Board of
Directors, saying:

                REPORT OF INDEPENDENT AUDITOR

To the Board of Directors and
    Shareholders of The WideCom Group Inc.:

      I have audited the accompanying consolidated balance sheets
of the The WideCom Group Inc. (incorporated in Ontario, Canada)
as of March 31, 2001 and 2002 and the related consolidated
statements of operations, cash flows and changes in
stockholders' equity for the years ended March 31, 2001 and
2002. These consolidated financial statements are the
responsibility of the management of The Widecom Group Inc. My
responsibility is to express an opinion on these consolidated
financial statements based on my audit.

      Except as discussed in the following paragraphs, I
conducted my audit in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.

      Substantial doubts existed as at March 31, 2002 as well as
on the date of this audit report, as to the Company's ability to
continue to meet its obligations and commitments and also with
regards to its ability to continue to generate sufficient
amounts of cash flows from its operations to maintain its
solvency for a reasonable amount of period of time without
continued, substantial financial support from the personal
resources of two of its directors and one key employee who is
very closely related to those two directors. I was unable to
obtain sufficient appropriate audit evidence as to the
willingness and ability of the above-mentioned individuals to
provide continued financial and personal support to the
Company..

      As more fully explained in Note 7(b), the Company's ability
to continue as a going concern may also be jeopardized by a
decision by a secured creditor (a financial institution) to
enforce its demand for an immediate, full repayment by the
Company of its indebtedness, even though such an action might be
considered by management to be unlikely, extreme, unscrupulous,
or unwarranted.

      In my opinion, except for the amendments to the contents of
this audit report and/or adjustments to the financial statements
or notes thereto, as might have been determined to be necessary
had I been able to examine evidence regarding (a) the ability
and willingness of the individuals referred to above to provide
continued personal and financial support to the company for a
reasonable amount of period of time, and (b) the present or
future intended course of action of the secured creditor
referred to above, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial positions of The WideCom Group Inc. as of  March 31,
2001 and 2002 and the results of its operations and its cash
flows for the years ended March 31, 2001 and 2002, in conformity
with generally accepted accounting principles in the United
States of America.

      Since the accompanying consolidated financial statements
have not been prepared and audited in accordance with generally
accepted accounting principles and standards in Canada, they may
not satisfy the reporting requirements of Canadian statutes and
regulations.

      Mississauga, Ontario
      July 9, 2002

      s/d

      CHARTERED ACCOUNTANT

Note 7 to WideCom's financial statements reads:

       7.   Bank Indebtedness

       The Company has an operating line of credit available
       for approximately $100,000 which bears interest at prime
       plus 0.75%, is due on demand, and is secured by a general
       security agreement over all Company assets except real
       property.  As at March 31, 2002 approximately $99,735
       ($93,891 in 2001) was utilized.

       In February 2002, the Royal Bank of Canada (RBC) served
       through its attorneys a notice upon the Company demanding
       immediate repayment of the outstanding debt. A few weeks
       later RBC accepted a settlement offer made by the
       Company's management. Subsequent to the  balance sheet
       date, however, RBC reneged, and Widecom threatened legal
       action against RBC for breach of contract. In response,
       RBC agreed to consider Widecom's revised offer

         (a) to make an initial payment of CAD20,000 followed by
             a monthly payment of CAD5,000 until the entire
             amount has been settled, and

         (b) a personal guarantee of CAD20,000 by one of the
             executives of the Company. As of the date of the
             audit report, the matter remains unresolved pending
             a response from RBC.

       In the event of non-acceptance by RBC of the Company's
       revised offer, management may have to resort to legal
       action against the bank, the outcome whereof, at this
       present time (the date of the audit report) is hard to
       predict."

WideCom designs, assembles and markets high-speed, high-
performance document systems that transmit, receive, print, copy
and/or archive wide format documents, such as blueprints,
schematics, newspaper layouts and other mechanical and
engineering drawings. Its products include a 36" wide format
scanner, a 54 inch wide scanner and a 72 inch wide scanner, a
36" wide format copier and a 36" wide format plotter/printer. It
also markets a modular digital multi-function unit which
incorporates a scanner module, a plotter module, optional
internal modems and software to permit the unit to interface
with a personal computer and combine scanning, printing,
facsimile and copying functions in one unit.

Since inception, WideCom has generated limited revenues from
operations and has not yet achieved significant profitability.
Revenues are primarily derived from product sales that are
recognized for accounting purposes when products are shipped.
The Company has limited revenue from operations, significant
losses and has a significant deficit.  Due to limited cash
resources, it has often relied on cash infusions from management
to meet ongoing obligations.  There is no certainly that such
access to funds will be available to it in the future.  In order
to reduce losses, the Company has significantly reduced selling,
general and administrative costs.  WideCom expects this to have
a reduction on sales.

Revenues for the year ended March 31, 2002 were $610,834, a 38%
decrease, as compared to $1,584,388 for the year ended March 31,
2001. This decrease was attributable to a decrease in product
sales as the Company reduced selling and related expenditures.

Operating expenses for the year ended March 31, 2002 were
$1,044,387, a decrease of $1,425,690, or 42%, as compared to
$2,470,077 for the year ended March 31, 2001. The decrease in
operating expenses, is primarily attributable to decreases in
selling, general and administrative costs and management costs.
In its affiliate NovImage, WideCom's share of loss in equity in
this affiliate was $159,193  compared to $156,725 in the
previous year.

Amortization expense for the fiscal year ending March 31, 2002
was $118,966 compared to $215,603 for the year ending March 31,
2001. Management fees decreased from $258,090 for the year
ending March 31, 2001 to $107,285 for the year ending March 31,
2002 as management was paid at reduced rates.

In addition to the debaucle with the Royal Bank of Canada
WideCom is in default on the interest payments on 12% debentures
that are part of a private placement it conducted in 1999.

Company cash requirements in connection with manufacturing and
marketing will continue to be significant. It does not have any
material commitments for capital expenditures. The Company
thinks, based on its current plans and assumptions relating to
operations, projected cash flow from operations may not be
sufficient to satisfy contemplated cash requirements for the
foreseeable future. It has  relied on investments from
management to cover short falls in the last fiscal year, such
investment may not be available in the future.  In the event
that plans or assumptions change, or prove to be incorrect, or
if the projected cash flows otherwise prove to be insufficient
to fund operations (due to unanticipated expenses, delays,
problems or otherwise), WideCom could be required to seek
additional financing sooner than currently anticipated. There
can be no assurance that this additional financing will be
available when needed, on commercially reasonable terms, or at
all.

The Company's common stock was delisted from the Nasdaq Small
Cap Market effective the close of business April 10, 2001 for
failure to meet certain minimum net tangible asset requirements.
The stock continued to trade on the OTC Bulletin Board.

Further during the current year, due to non submission of
Financial Statements the Company's common stock was delisted
from the OTC Bulletin Board and was traded in the Pink Sheets.
After the submitting of the Financial Statements, the Company's
common stock has been again listed at the OTC Bulletin Board.
The stock continues to trade on the OTC Bulletin Board.


WILLIAMS COMMS: Committee Brings-In Houlihan Lokey as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Williams Communications Group, Inc., and its debtor-
affiliates, needs to retain a financial advisor to assist them
in the critical tasks associated with analyzing and implementing
critical restructuring alternatives, and to help guide them
through their reorganization efforts.  As a result of their
careful deliberations, and through the exercise of their
business judgment, the Committee selected Houlihan Lokey Howard
& Zukin Capital as its financial advisor, nunc pro tunc to May
1, 2002.  The Committee was able to obtain the Court's
permission to retain Houlihan Lokey.

Houlihan Lokey was financial advisor to the Ad Hoc Committee.
According to Committee Chairperson Dave Gillespie, Houlihan
Lokey is a nationally recognized investment banking and
financial advisory firm with 9 offices worldwide, and more than
275 professionals.  Houlihan Lokey provides investment banking
and financial advisory services and execution capabilities in a
variety of areas, including financial restructuring, where
Houlihan Lokey is one of the leading investment bankers and
advisors to debtors, bondholder groups, secured and unsecured
creditors, acquirors, and other parties-in-interest involved in
financially distressed companies, both in and outside of
bankruptcy.  Houlihan Lokey's Financial Restructuring Group,
which has over 75 professionals, will be providing the agreed-
upon financial advisory services to the Committee.

Mr. Gillespie notes that Houlihan Lokey has served as a
financial advisor in some of the largest and most complex
restructuring matters in the United States, including serving as
the financial advisor to the debtors in the Chapter 11
proceedings of Covad Communications, Inc., Galey & Lord, Inc.,
McLeod USA, Worldtex, Inc. and Stage Stores, Inc.  Houlihan has
also served as financial advisor to the official creditors
committees in the Chapter 11 proceedings of Enron Corporation,
Laidlaw, Inc., Polaroid Corp., The Loewen Group, Inc. and AMF
Worldwide, Inc., to name a few of its representative
engagements.  In addition, Houlihan Lokey has provided financial
advisory and investment banking services to over 100
telecommunications and media companies in both public and
private sectors, including Global Telesystems, GST
Telecommunications, American MetroComm Corporation, NorthPoint
Communications and Pathnet Telecommunications, while
representing the official creditors committee in ICG
Communications.

As the financial advisor to the Official Committee of Unsecured
Creditors, Houlihan Lokey will:

A. assist the Debtors in raising new capital;

B. evaluate the sales process for any potential sale of assets
    of any the Debtors or their subsidiaries;

C. evaluate the assets and liabilities of the Debtors and their
    subsidiaries;

D. analyze and review the financial and operating statements
    of the Debtors and their subsidiaries;

E. analyze the business plans and forecasts of the Debtors and
    their subsidiaries;

F. evaluate all aspects of any Debtor-in-possession financing,
    cash collateral usage and adequate protection therefore and
    any exit financing in connection with any plan of
    reorganization and any budgets relating thereto;

G. assist in the claims' resolution process and distributions
    thereto;

H. if requested, evaluate intercompany accounts and transfers
    among the Debtors and their subsidiaries;

I. provide specific valuation analyses as the Committee may
    require in connection with the case;

J. devise appropriate strategies to maximize the value to be
    received by the unsecured creditors in this case;

K. assess the financial issues and options concerning the
    Chapter 11 plan of reorganization;

L. prepare, analysis and explanation of the Chapter 11 Plan
    to various constituencies; and

M. provide testimony in court on behalf of the Committee, if
    necessary.

Under the engagement letter agreed upon by the parties, Houlihan
Lokey will receive, as compensation for its services:

A. Subject to a 3-month minimum, a $200,000 Monthly Fee;

B. a Deferred Fee equal to 0.75% of any unsecured creditor
    recoveries up to $600,000,000 and 0.65% of any additional
    recoveries over $600,000,000; and

C. the reimbursement of all reasonable out-of-pocket expenses.

The Debtors will indemnify and hold Houlihan Lokey harmless
against any and all losses, claims, damages or liabilities in
connection with the engagement, except to the extent they arise
as a result of any gross negligence, willful misconduct, bad
faith or self-dealing on the part of Houlihan Lokey in the
performance of its services.

Houlihan Senior Vice President Christopher R. DiMauro contends
that the terms of Engagement Letter are similar to the terms,
both financial and otherwise, agreed to by Houlihan Lokey and
other financial advisors and investment bankers in similar
engagements, both in and outside of bankruptcy.  The terms of
the Engagement Letter were heavily negotiated between the
Committee, their legal counsel and Houlihan Lokey, and reflect
the Committees' evaluation of the extensive work to be performed
by Houlihan Lokey and the Firm's financial advisory expertise.

Mr. DiMauro assures the Court that Houlihan Lokey does not
represent any of the Debtors' creditors or other parties to this
proceeding, or their respective attorneys or accountants, in any
matter that is adverse to the interests of any of the Debtors.
In addition, Houlihan Lokey does not hold any interest adverse
to any of the Debtors as debtors-in-possession or their estates
in the matters upon which Houlihan Lokey is to be engaged.
However, Houlihan Lokey currently represents these parties in
matters unrelated to these cases:

A. Senior Secured Lenders: Bank of America N.A., Credit Suisse
    First Boston, Deutsche Bank, Lehman Brothers Inc., Merrill
    Lynch & Co. Inc., Morgan Stanley Capital Partners III Inc.,
    and National Westminster Bank;

B. Indenture Trustees: Wells Fargo & Company;

C. Bondholders: City National Bank, Credit Suisse First Boston,
    Goldman Sachs & Company, John Hancock Financial Services
    Inc., LaSalle Bank, Merrill Lynch & Co. Inc., Oppenheimer,
    Pacific Gas & Electric, PPM America Inc., Prudential, Putnam
    Lovell Capital, Strong Capital Management, and US Trust
    Company of New York;

D. Lessors: Ameritech Corporation, and First Union National
    Bank;

E. Unsecured Creditors: 360 Networks, Ameritech Corporation,
    Corvis Corporation, Dupont Holding Corporation, FMA/E-Z
    Storage, Goldman Sachs & Company, Internal Revenue Service,
    Lehman Brothers, Level 3 Communications Inc., Lucent
    Technologies Inc., PPM America Inc., Skadden Arps Slate
    Meagher & Flom, TimeWarner Telecom, and XO Communications
    Inc.;

F. Customers: Ameritech Corporation;

G. Professionals: Bernstein Litowitz Berger & Grossman,
    Fulbright & Jaworski, Jones Day Reavis & Pogue, Kirkland &
    Ellis, and White & Case;

H. Other Creditors: Aspen Systems Corporation, Cannon Energy
    Corporation, Capstone Turbine, Eagle Geophysical Inc.,
    Realco/Consolidated HCI Holdings, and Texas Petrochemical
    Corporation.

Mr. DiMauro informs the Court that prior to the Petition Date,
the Debtors paid Houlihan Lokey $400,000 as compensation and
$6,622 for the reimbursement of expenses for its services on
behalf of the Ad Hoc Committee.  These payments were for
services provided prior to the commencement of these cases, and
include full payment for all prepetition fees and expenses.
Accordingly, Houlihan Lokey is not a prepetition creditor of the
Debtors. (Williams Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Williams Communications Group Inc.'s
10.875% bonds due 2009 (WCGR09USR1) are trading around 13.  See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCGR09USR1
for more real-time bond pricing.


WILLIAMS CONTROLS: Recapitalization Deals Delay SEC Filings
-----------------------------------------------------------
Williams Controls, Inc., could not prepare and file, by the
filing deadline, without unreasonable effort or expense, its
Quarterly Report for the quarter ended June 30, 2002 due to the
diversion of time and effort by its management with respect to
certain capitalization transactions which have  delayed the
Company's preparation and review of its quarterly report.

Williams Controls completed a  recapitalization transaction in
which the Company sold shares of a new Series B Preferred Stock,
15%  Redeemable Convertible Series, in exchange for cash and
debt forgiveness totaling $15,000,000.  On July 18, 2002,
Williams Controls filed its report regarding the completion of
the exchange of all of the outstanding shares of its Series A
Preferred Stock, 7 1/2% Redeemable Convertible Series for shares
of its Series A-1 Preferred Stock, Non-Redeemable Convertible
Series.  The Company intends to file the affected quarterly
report on or prior to a prescribed extended date.

Williams Controls is open to communication, but it's really into
control. The company's biggest business is making electronic
throttles, exhaust brakes, and pneumatic controls for trucks and
other heavy equipment. Other operations include microcircuits,
cable assemblies (Aptek Williams), and global positioning
systems (GeoFocus -- which Williams Controls is selling). The
company also makes plastic parts (Premier Plastic Technologies,
which is being sold) and compressed natural gas conversion kits
for cars (NESC Williams). Major customers include Freightliner,
Navistar, and Volvo. Former CEO Thomas Itin owns 30% of Williams
Controls, which has put itself up for sale.

In its Form 10-Q filing for the quarter ended March 31, 2002,
the Company recorded a total shareholders' equity deficit of
about $15 million.


WORLDCOM: Billing Concepts Wants Stay Relief to Withhold Payment
----------------------------------------------------------------
Billing Concepts Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York in connection with the Chapter 11
cases of WorldCom Inc., and its debtor-affiliates, for relief
from stay to:

A. continue to hold the Withheld Payments in accordance with the
    Billing Agreement;

B. retain, deduct, and apply the Billing Concepts Adjustments
    arising from prepetition billing records to Billing Concepts
    Adjustments to the Debtors' obligations to Billing Concepts
    relating to prepetition billing records, and to apply the
    Billing Concepts Adjustments arising from postpetition
    billing records to the Debtors' obligations to Billing
    Concepts Adjustments relating to postpetition billing
    records; and

C. otherwise operate under the Billing Agreement in the normal
    course of business while maintaining separateness of the
    Debtors' prepetition and postpetition accounts.

Shalini Vohra, Esq., at Silverman Perlstein & Acampora LLP, in
Jericho, New York, informs the Court that on May 22, 1995, the
Debtors entered into a Zero Plus-Zero Minus Billing and
Information Management Services Agreement.  Under the agreement,
Billing Concepts provides the Debtors with certain billing,
collection, and management services which permit the Debtors to
have charges for certain Telecommunications Services billed
directly to end users through the applicable Local Exchange
Company.  The Billing Agreement expired on July 31, 2002.

Under the Billing Agreement, Ms. Vohra explains that the Debtors
regularly transfer its applicable billing records to Billing
Concepts.  Billing Concepts then processes the billing records
and transfers them to the appropriate LEC for billing to the
Debtors' end user customers.  Subsequently, the LEC pays to
Billing Concepts the applicable payments in accordance with each
LEC's Billing Agreement with Billing Concepts.  After Billing
Concepts has been paid by the LECs, Billing Concepts deducts
Billing Concepts' billing service fees, charges, chargebacks,
assessments, and reserves as well as any other applicable
deductions in accordance with the Billing Agreement.  After
applying the Billing Concepts Adjustments, Billing Concepts pays
to the Debtors the amount due in accordance with the Billing
Agreement.

According to Ms. Vohra, Billing Concepts is one of only a few
providers of the specialized billing software used to process
the Debtors' billing records.  Indeed, Billing Concepts handles
much of the billing in the Debtors' industry.  Without the
specialized billing system that Billing Concepts provides, the
costs to the Debtors to collect the revenues from the end user's
usage of Debtors' Telecommunication Services would render
alternatives to Billing Concepts impractical.

Ms. Vohra relates that Billing Concepts first learned of the
Debtors' Chapter 11 filing on July 22, 2002.  As of July 22,
2002, Billing Concepts created separate accounts to segregate
the Debtors' billing records created prior to the Petition Date
from those created after the Petition Date.  Pending entry of
the relief sought in this Motion, Billing Concepts has
maintained separateness of its accounting since July 22, 2002,
so that the Billing Concepts Adjustments arising from
prepetition billing records can be applied only to revenues
arising from prepetition billing records, and similarly, Billing
Concepts Adjustments relating to postpetition billing records
can be applied only to revenues arising from postpetition
billing records.

In order to preserve Billing Concepts' rights of offset or
recoupment with respect to the Billing Concepts Adjustments, Ms.
Vohra admits that Billing Concepts has imposed an administrative
hold on amounts Billing Concepts would otherwise pay after the
Petition Date, and may in the future impose an administrative
hold on additional amounts that may become payable to the
Debtors under the Billing Agreement.  As of July 30, 2002,
Billing Concepts is withholding $1,003,214.48 of payments
Billing Concepts would otherwise have paid to the Debtors.  In
addition, Billing Concepts currently holds a Bad Debt Reserve
and a reserve for unbillable records both related to
Telecommunications Services rendered prepetition.  The amount of
the Bad Debt Reserve and Unbillable Record Reserve may change
from time to time in accordance with the Billing Agreement.

Ms. Vohra points out that it can be several months after billing
records are sent to the LECs for collection before Billing
Concepts will learn the amount of all Billing Concepts
Adjustments and bad debts relating to those billing records.  As
they become known, Billing Concepts applies any reserves and
reduces amounts otherwise payable by Billing Concepts to the
Debtors.  Billing Concepts has determined that future
collections relating to the Debtors' prepetition billing records
will decrease because of recent publicity concerning the
Debtors, because substantial collections relating to those
prepetition billing records have already been made, and because
Billing Concepts has made prepetition payments to the Debtors
relating to those billing records.  Thus, Ms. Vohra believes
that it is possible that Billing Concepts Adjustments related to
the prepetition billing records could in the future exceed the
reserves held by Billing Concepts and the remaining payments due
from Billing Concepts to the Debtors relating to those
prepetition billing records.  As a result, Billing Concepts must
impose the administrative hold on amounts otherwise payable to
the Debtors in order to retain Billing Concepts' setoff and
recoupment rights and protect Billing Concepts against that
exposure.

Billing Concepts believes its rights under the Billing Agreement
are in the nature of recoupment and not governed by the
automatic stay.  However, in an abundance of caution, Billing
Concepts has filed this Precautionary Motion. (Worldcom
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 11.250% bonds due 2007
(WCOM07USA1) are trading between 22.5 and 27. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1for
more real-time bond pricing.


WORLD HEART: June Quarter Balance Sheet Upside Down by C$21 Mil.
----------------------------------------------------------------
World Heart Corporation (NASDAQ: WHRT, TSX: WHT) released its
unaudited consolidated financial results for the quarter and six
months ended June 30, 2002, showing revenues up by 82% over the
first six months of last year, and expenses reduced.

WorldHeart announced an expanded marketing and sales program for
its Novacor(R) LVAS (left ventricular assist system), and
merging of the HeartSaverVAD(TM) and HeartSaverVAD(TM) II
programs into a single release of an optimized HeartSaverVAD(TM)
product.

"Second quarter revenue growth from Novacor(R) LVAS in the
important United States market was strong and more than offset
the expected slowdown in sales in Europe prior to our release of
the ePTFE inflow conduit," said Rod Bryden, President & CEO of
WorldHeart. "We saw renewed European implant activity late in
the quarter suggesting that sales there will strengthen our
revenues in the second half of the year," he said.

"In the second quarter, a total of 23 Novacor(R) LVAS were
shipped, despite very limited shipments to Europe in the
quarter," Bryden stated. "Four new clinics were added as
Novacor(R) LVAS users and several others are now in discussion
or undergoing training in expectation of introducing the device
to their clinics," he said.

"Operating costs were reduced during the first six months. Cash
applied to operations in the second quarter was $6.3 million,
compared with $11.3 million in the second quarter of last year,
a drop of 44%," Mr. Bryden explained.  "We expect that trend to
continue through this year and next year, as costs are reduced
for HeartSaverVAD(TM) research and development and the INTrEPID
Trial (Investigation of Non-Transplant-Eligible Patients who are
Inotrope Dependent), and contribution increases from Novacor(R)
LVAS sales," he said.

On Wednesday, August 14, 2002, WorldHeart submitted a Premarket
Approval Supplement (PMA) to the US Food and Drug Administration
(FDA) for use of Novacor(R) LVAS by end-stage heart-failure
patients who are not candidates for heart transplantation. The
company cannot provide any assurance of approval by the FDA.
However, the data on which the submission is based, and the
Bayesian methodology used in analysis of survival data, provide
what the company believes is a compelling case for approval.
Should approval be granted by the FDA, the patient population
for which Novacor(R) LVAS could be used would increase very
substantially.

Effective immediately, operating expenditures will be rebalanced
to increase capacity in marketing and sales and to reduce
expenditures in research and development and related costs,
through focusing the HeartSaverVAD(TM) program fully on delivery
of the optimized HeartsaverVAD(TM) product. Total operating
expenses will be reduced by an annual rate of $10 million from
the rate actually experienced in the first half of this year,
and net cash applied to operations will be further reduced by
increased contribution from Novacor(R) LVAS revenues. This
program will include staff reductions of approximately 25%, from
a total employee base in Ottawa, Ontario and Oakland, California
of 235 at June 30, 2002.

Revenues for the first six months of 2002 were $5,142,248,
compared with $2,821,651 for the same period last year. Gross
margin for the same period was ($258,576) this year, compared
with ($1,600,904) a year ago. Net loss for the six months was
$23,002,843, or $1.31 per share, compared with $ 28,403,557, or
$1.88 per share last year. Total cash applied to operations
during the first six months of this year was $15,629,887,
compared with $19,642,537 a year ago.

For the quarter ended June 30, 2002, revenues were $2,523,164,
compared with $2,218,995 a year ago, generating contribution in
the second quarter of this year of ($297,668), compared with
$337,879 last year. Revenues and contribution were reduced in
the second quarter of this year by a charge of $348,149. This
reflects a shortfall in earn out of guaranteed margins to
WorldHeart's distributor in Europe, due to reduced sales in the
quarter prior to the release of the company's new inflow
conduit.

Implants of Novacor(R) LVAS increased in the final month of the
quarter after the European release of the enhanced ePTFE conduit
and no further shortfalls are expected in sales required to
fully earn the minimum distribution margins. Net loss for the
second quarter this year was $9,853,918, or $0.55 per share,
compared with $12,914,210, or $0.85 per share last year. Total
cash applied to operations during the second quarter this year
was $6,299,941, compared with $11,295,142 a year ago.

Research and development expenses for the first half of this
year were $13,284,467, compared with $16,850,870 for the same
period last year, of which $5,907,163 were incurred during the
second quarter of this year, compared with $9,454,878 in the
second quarter of last year.

Cash and near cash resources at June 30, 2002 totaled
$6,108,466, compared with $12,555,440 at March 31, 2002. The
quarter-end cash position does not include approximately
$1,382,000 received early in the third quarter as part of
contribution to research and development expenses by Technology
Partnership Canada (TPC). A total of approximately $6.1 million
is expected to be received from TPC over the balance of the year
or early next year.

Within the existing approvals in Europe, Japan, the United
States and Canada, sales of Novacor(R) LVAS are increasing and
new clinics are adopting the product as one of their options for
end-stage heart-failure patients. The capacity to produce
approximately 5 times current sales can be delivered with
incremental additions within the Oakland, California facility.
The capacity to provide excellent clinical support is already in
place, both from internal staff and from Edwards Lifesciences,
LLC (Edwards). WorldHeart will increase its sales force in the
United States commencing immediately, and will expand its
marketing activities in conjunction with Edwards in Europe,
Japan and Canada during the second half of this year and into
2003. The intent is to focus on marketing, sales and support
activities on Novacor(R) LVAS through 2005 before introducing
the next generation HeartSaverVAD(TM).

WorldHeart believes that this program will result in effective
penetration of the market by Novacor(R) LVAS during the next
three years.

HeartSaverVAD(TM) is planned for commercial introduction outside
of the United States in 2006, and in the United States in 2007.
HeartSaverVAD(TM) is now completing a series of pre-clinical
trials that have demonstrated outstanding performance in key
attributes, including: device output; matching flow with body
requirements; hematological response; and support of key organs
including the brain, liver and kidneys. However, device
durability has not been demonstrated to meet the standards
already set by Novacor(R) LVAS, and the overall size of
HeartSaverVAD(TM) has crept up during the development process to
580 ml.

Although it is the smallest implantable pulsatile VAD, it is
larger than the target for HeartSaverVAD(TM). Over the past two
years, design enhancements were defined that were intended to be
introduced in a second version of HeartSaverVAD(TM), known as
HeartSaverVAD(TM) II. These enhancements will reduce the overall
size of the device, reduce power requirements, increase
reliability and durability, and reduce costs of production.

Effective immediately, the development program for
HeartSaverVAD(TM) will incorporate the enhancements previously
planned for HeartSaverVAD(TM) II. The merged program will result
in reduced overall research and development costs to bring the
optimized HeartSaverVAD(TM) to clinical trials, and require a
single program of trials.

"As expected, additional capital will be required to bring the
company to positive cash flow. With the reductions in cash usage
already achieved, and the effects of the actions announced today
to increase revenues and further reduce expenses, the total
amount of capital required will be significantly reduced, " Mr.
Bryden said. "Appropriate action will be taken to ensure that
sufficient capital is available. Securities laws in the United
States and Canada limit discussion of these actions prior to
completion," he said.

The company announced that it is in discussion with Edwards to
exchange US$58 million of preferred shares in WorldHeart's
United States subsidiary for 4,981,128 common shares in
WorldHeart, as provided by the terms of the preferred shares, at
an effective conversion price of US$11.64 per share. This
conversion would not add cash to WorldHeart, but it would
increase the equity attributable to common shares of the
company. The company also announced that TPC has reconfirmed its
intention, subject to formal approval, to provide an additional
equivalent investment in support of the HeartSaverVAD(TM)
research, development and trials program.

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist systems. Its Novacor(R) LVAS is already well
established in the marketplace and its next generation
technology, HeartSaverVAD(TM), is a fully implantable assist
device intended for long-term support of patients with heart
failure. As of June 30, 2002, the Company reported a total
shareholders' equity deficit of about CDN21 million.


WORLD WIRELESS: Lancer Entities Extend Debt Maturity to Sept 30
---------------------------------------------------------------
World Wireless Communications, Inc. (Amex: XWC), a developer of
wireless and Internet systems, technology and products, reported
that the Company's existing secured creditors, Lancer Offshore,
Inc., and Lancer Partners L.P., have extended the maturity date
of their secured notes totaling $5,535,000 in principal amount
outstanding on June 30, 2002 until September 30, 2002 and that
such affiliates loaned the Company an additional $600,000
($300,000 in each of July and August) due on September 30, 2002.
Such action brings the total loans to the Company of $6,135,000
as of August 22, 2002.  As consideration for such extension, the
Company agreed to issue to such creditors 5,380,000 shares of
common stock.  The Company has previously agreed to issue
7,120,000 shares of common stock to these lenders in
consideration for a prior extension of the due dates of the
senior secured notes, which issuance of up to 12,500,000 shares
of common stock was approved by the Company's stockholders at
the Company's 2002 annual meeting held on June 28, 2002.

The Company plans to file an amended listing application with
the American Stock Exchange covering, among other things, the
issuance of 12,500,000 shares to such creditors.

David Singer, CEO of World Wireless Communications, Inc.,
commented: "We are pleased that our largest shareholder group
again decided to extend the maturity date of the secured notes
we issued to them and to increase their financing of our
operations.  This reflects their continued endorsement and
support of the company and its technology."

World Wireless also announced that the filing of its Form 10-Q
for the quarter ended June 30, 2002 will be further delayed to
approximately September 6, 2002 while the Company completes its
inquiry regarding the facts surrounding an unrecorded
transaction and seeks to resolve accounting issues relating to
its correction.  Any potential impact of the error's correction
on the results of operations is not expected to exceed $212,000
in additional loss from operations and may only be about only
$12,000, and the impact on loss per share is not expected to
exceed $0.01 in additional loss per share. It has not been
determined whether the correction of this error will impact the
periods reported below.

Greenwood Village-based World Wireless Communications, Inc., was
founded in 1995 and is a leading developer of wireless and
Internet systems, technology and products.  World Wireless
focuses on spread spectrum radios in the 900 Mhz band and has
developed the X-traWeb(TM) system -- an Internet-based product
designed for remote monitoring and control of devices.  X-
traWeb's many applications include utility meters, security
systems, vending machines, assets management, and quick service
restaurants.  More information on X-traWeb(TM) is available at
http://www.x-traweb.com  More information about World Wireless
Communications, Inc., is available on the company's Web site,
http://www.worldwireless.com

At March 31, 2002, World Wireless' balance sheet shows a total
shareholders' equity deficit of about $5 million.


* Leonard Berliner Joins Hilco Merchant Resources as Senior VP
--------------------------------------------------------------
Len Berliner has joined Hilco Merchant Resources, America's
leading retail inventory strategist, purchaser of retail
businesses, inventories and excess stores.  Mr. Berliner, as
Senior Vice President of Marketing and Advertising, will assume
responsibility for all media planning, production and purchasing
in addition to the marketing initiatives of Hilco Merchant
Resources.

Mike Keefe, CEO of Hilco Merchant Resources stated: "Len is a
seasoned advertising and marketing executive with extensive
experience and responsibility for planning and managing hundred
million dollar marketing budgets. Len brings a fresh perspective
to the Hilco Merchant Resources team in an area critical to the
success of all of our sales. Len is very well regarded and
recognized in retailing for his accomplishments and innovative
thinking."

Prior to joining Hilco Merchant Resources, Mr. Berliner held
senior marketing and advertising positions with major retailers
including Heilig-Meyers and divisions of Federated and May
Department Stores.

Mr. Berliner holds a Bachelor of Arts degree from the State
University of New York and also studied at New York University's
Graduate School.

Mr. Berliner said, "Hilco Merchant Resources (HMR) has a truly
impressive record of highly successful initiatives on behalf of
its clients. I am very pleased to have the opportunity to work
with the associates and clients of HMR as that record of superb
performance continues to expand."

Based in Northbrook, IL, Hilco Merchant Resources provides
retail inventory liquidation and store closing services. Over
the years, Hilco principals have disposed of assets valued in
excess of $30 billion. Hilco Merchant Resources is part of the
Hilco Organization, a provider of asset valuation, acquisition,
disposition and financing to an international marketplace
through eight specialized business units. Hilco serves
retailers, manufacturers, wholesalers, distributors and
importers, direct and through their financial institutions and
consulting professionals. Services include: retail store,
warehouse and factory closings, and inventory liquidations,
through sales and auctions; asset appraisals covering retail and
industrial inventory, machinery, equipment, accounts receivables
and real estate; disposition of commercial and industrial real
estate and leaseholds; purchase and liquidation of distressed
accounts receivables portfolios; acquisition and re-marketing of
excess wholesale consumer goods inventories; and secured debt
and equity financing. The Hilco organization, headquartered in
Chicago, has offices in Boston; New York; Los Angeles; Miami;
Atlanta; Flagstaff; Detroit; and London, England. For more
information please visit Web site http://www.hilcotrading.com


* Kasen & Shahon Join Clear Thinking Group Board of Advisors
------------------------------------------------------------
Clear Thinking Group, Inc., the retail, consumer products, and
manufacturing turnaround consultancy, announced the appointment
of two industry veterans to its Board of Advisors, Stewart Kasen
and Laurie Shahon.

Currently, Kasen is the President and CEO of S&K Famous Brands,
and Shahon is the Founder and President of Wilton Capital Group.

"With the appointments of Stewart and Laurie, we are fast
approaching our goal of building a world-class Board of
Advisors, ensuring the continued strategic growth of Clear
Thinking Group. Stewart and Laurie each bring unique and
valuable experience to our board; with Stewart's retail and
turnaround experience and Laurie's finance and operations
background, we will have a broad pool of knowledge to tap into
as we make critical decisions about the direction of Clear
Thinking Group," said Stuart Kessler, CEO of Clear Thinking
Group.

Mr. Kasen is an accomplished retail executive with broad
experience in the department and specialty store business. He is
currently the President and CEO of S&K Famous Brands, a menswear
retailer traded on NASDAQ. He has served as President of
Schwarzschilds Jewelers, Chairman, President and CEO of Factory
Card Outlet, Chairman, President and CEO of Best Products, a
catalog showroom retailer, President and CEO of Emporium
Capwell, a department store division of Carter Hawley Hale
stores, and President and CEO of Thalhimers, a department store
division of Carter Hawley Hale Stores.  Mr. Kasen has extensive
experience as a director of companies operating under stressful
business conditions, in the manufacturing, consumer products,
and retail industries. He received a B.S., in Business
Administration from Seton Hall University.

Ms. Shahon is a seasoned executive with a strong focus on
finance, operations and strategy, with a focus in the retail and
consumer products industries. She is the founder and President
of Wilton Capital Group, which was formed in 1994 to make
private direct investments in later stage ventures and medium-
sized buyouts, primarily in retailing, consumer products,
distribution, financial institutions, and telecommunications.
Prior to founding Wilton Capital she was a Managing Director of
``21' International Holdings.

She was the founder and head of the retailing and consumer
products group of Salomon Brothers Inc from 1985 to 1988. She
also served as Chief Operating Officer of Color Tile, Inc.  Ms.
Shahon has extensive experience as a director of companies
operating under stressful business conditions, including: One
Price Clothing Stores, Homeland Holdings, Factory Card Outlet,
and Safelite Auto Glass. She received her A.B. in English and
Political Science from Wellesley College and her M.B.A. in
Finance and International Business from Columbia University.

Clear Thinking Group is a national consulting organization that
provides trustworthy advice and actionable solutions to its
clients. Their wide range of services help clients achieve their
objectives with innovative operating and financial strategies.
This side-by-side approach not only drives companies toward
growth, it helps accelerate the turnaround process for Clear
Thinking Group clients. Clear Thinking Group is based in
Hillsborough, NJ with offices in Atlanta, and Florida. Clear
Thinking Group is a wholly owned subsidiary of Liquidation
World, Inc. (LQW-TSE/LIQWF- NASDAQ).


* BOND PRICING: For the week of August 26 - August 30, 2002
-----------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
AES Corporation                        4.500%  08/15/05    26
AES Corporation                        8.000%  12/31/08    35
AES Corporation                        8.750%  06/15/08    37
AES Corporation                        8.875%  02/15/11    31
AES Corporation                        9.375%  09/15/10    60
AES Corporation                        9.500%  06/01/09    59
Adelphia Communications               10.875%  10/01/10    24
Advanced Energy                        5.250%  11/15/06    72
Advanced Micro Devices Inc.            4.750%  02/01/22    69
Aether Systems                         6.000%  03/22/05    63
Alternative Living Services (Alterra)  5.250%  12/15/02     4
Alkermes Inc.                          3.750%  02/15/07    44
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    62
Amazon.com Inc.                        4.750%  02/01/09    64
American Tower Corp.                   9.375%  02/01/09    54
American Tower Corp.                   2.250%  10/15/09    62
American Tower Corp.                   5.000%  02/15/10    45
American Tower Corp.                   5.000%  02/15/10    44
American Tower Corp.                   6.250%  10/15/09    52
American & Foreign Power               5.000%  03/01/30    60
Amkor Technology Inc.                  5.000%  03/15/07    45
Amkor Technology Inc.                  6.250%  10/15/09    52
Amkor Technology Inc.                  9.375%  02/01/09    64
Amkor Technology Inc.                 10.500%  05/01/09    70
AnnTaylor Stores                       0.550%  06/18/19    66
Armstrong World Industries             9.750%  04/15/08    45
AMR Corporation                        9.000%  09/15/16    65
AMR Corporation                        9.750%  08/15/21    66
AMR Corporation                        9.800%  10/01/21    66
AMR Corporation                       10.000%  04/15/21    68
AMR Corporation                       10.200%  03/15/20    70
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          7.875%  03/01/11    68
AT&T Wireless                          8.125%  05/01/12    61
AT&T Wireless                          8.750%  03/01/31    70
Best Buy Co. Inc.                      0.684%  06?27/21    64
Best Buy Co. Inc.                      2.250%  01/15/22    74
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    57
Borden Inc.                            8.375%  04/15/16    53
Borden Inc.                            9.250%  06/15/19    65
Borden Inc.                            9.200%  03/15/21    53
Boston Celtics                         6.000%  06/30/38    62
Brocade Communication Systems          2.000%  01/01/07    75
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    68
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    71
CSC Holdings Inc.                      7.625%  07/15/18    70
CSC Holdings Inc.                      7.625%  04/01/18    74
CSC Holdings Inc.                      7.875%  02/15/18    70
CSC Holdings Inc.                      8.125%  07/15/09    74
Calpine Corp.                          8.500%  02/15/11    50
Capital One Financial                  7.125%  08/01/08    68
Case Corp.                             7.250%  01/15/16    74
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    35
Charter Communications, Inc.           4.750%  06/01/06    39
Charter Communications, Inc.           5.750%  10/15/05    44
Charter Communications, Inc.           5.750%  10/15/05    41
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    58
Charter Communications Holdings        9.625%  11/15/09    65
Charter Communications Holdings       10.000%  04/01/09    56
Charter Communications Holdings       10.000%  05/15/11    62
Charter Communications Holdings       10.250%  01/15/10    55
Charter Communications Holdings       10.750%  10/01/09    70
Charter Communications Holdings       11.125%  01/15/11    68
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    69
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    69
CIT Group Holdings                     5.875%  10/15/08    74
Coastal Corp.                          6.375%  02/01/09    57
Coastal Corp.                          6.500%  05/15/06    71
Coastal Corp.                          6.500%  06/01/08    60
Coastal Corp.                          6.700%  02/15/27    67
Coastal Corp.                          6.950%  06/01/28    38
Coastal Corp.                          7.420%  02/15/37    40
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.625%  09/01/08    63
Coastal Corp.                          7.750%  06/15/10    57
Coastal Corp.                          7.750%  10/15/35    42
Coastal Corp.                          9.625%  05/15/12    61
Coastal Corp.                         10.750%  10/01/10    69
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Comcast Corp.                          2.000%  10/15/29    18
Comcast Corp.                         10.625%  07/15/12    67
Comforce Operating                    12.000%  12/01/07    55
Computer Associates                    5.000%  03/15/07    72
Conseco Inc.                           8.125%  02/15/03    24
Conseco Inc.                           8.750%  02/09/04     5
Conseco Inc.                          10.500%  12/15/04    26
Continental Airlines                   4.500%  02/01/07    60
Continental Airlines                   7.568%  12/01/06    74
Corning Inc.                           3.500%  11/01/08    54
Corning Inc.                           6.300%  03/01/09    56
Corning Inc.                           6.750%  09/15/13    54
Corning Inc.                           6.850%  03/01/29    37
Corning Inc.                           8.875%  08/15/21    49
Corning Glass                          7.000%  03/15/07    67
Corning Glass                          8.875%  03/15/16    52
Cox Communications Inc.                0.348%  02/23/21    69
Cox Communications Inc.                0.426%  04/19/20    37
Cox Communications Inc.                3.000%  03/14/30    27
Cox Communications Inc.                6.800%  08/01/28    75
Cox Communications Inc.                6.950%  01/15/28    73
Cox Communications Inc.                7.750%  11/15/29    27
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    52
Crown Castle International             9.375%  08/01/11    55
Crown Castle International             9.500%  08/01/11    54
Crown Castle International            10.750%  08/01/11    57
Crown Cork & Seal                      7.375%  12/15/26    53
Crown Cork & Seal                      8.375%  01/15/05    67
Cubist Pharmacy                        5.500%  11/01/08    50
Cummins Engine                         5.650%  03/01/98    63
Dana Corp.                             7.000%  03/01/29    64
Dana Corp.                             7.000%  03/15/28    64
Delta Air Lines                        8.300%  12/15/29    63
Delta Air Lines                        9.000%  05/15/16    75
Delta Air Lines                        9.250%  03/15/22    71
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    67
Dobson/Sygnet                         12.250%  12/15/08    74
Dresser Industries                     7.600%  08/15/96    60
Dynegy Holdings Inc.                   6.875%  04/01/11    74
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                5.750%  05/15/08    74
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    69
Enzon Inc.                             4.500%  07/01/08    71
Equistar Chemicals                     7.550%  02/15/26    60
E*Trade Group                          6.000%  02/01/07    64
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    30
Fleming Companies Inc.                 5.250%  03/15/09    74
Foster Wheeler                         6.750%  11/15/05    58
General Physics                        6.000%  06/30/04    52
Georgia-Pacific                        7.375%  12/01/25    67
Georgia-Pacific                        8.125%  11/15/29    60
Georgia-Pacific                        8.250%  03/01/23    74
Georgia-Pacific                        8.875%  05/15/31    68
Goodyear Tire                          7.000%  03/15/28    71
Gulf Mobile Ohio                       5.000%  12/01/56    62
Hanover Compress                       4.750%  03/15/08    72
Hasbro Inc.                            6.600%  07/15/28    70
Health Management Associates Inc.      0.250%  08/16/20    67
Health Management Associates Inc.      0.250%  08/16/20    69
Human Genome                           3.750%  03/15/07    68
Huntsman Polymer                      11.750%  12/01/04    67
ICN Pharmaceuticals Inc.               6.500%  07/15/08    66
IMC Global Inc.                        7.300%  01/15/28    75
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    68
Ikon Office                            7.300%  11/01/27    72
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    46
Inland Steel Co.                       7.900%  01/15/07    58
Juniper Networks                       4.750%  03/15/07    68
Kmart Corporation                      9.375%  02/01/06    26
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    62
LTX Corporation                        4.250%  08/15/06    71
Lehman Brothers Holding                8.000%  11/13/03    62
Level 3 Communications                 6.000%  09/15/09    34
Level 3 Communications                 6.000%  03/15/09    34
Level 3 Communications                 9.125%  05/01/08    60
Liberty Media                          3.500%  01/15/31    69
Liberty Media                          3.750%  02/15/30    45
Liberty Media                          4.000%  11/15/29    48
Lucent Technologies                    5.500%  11/15/08    60
Lucent Technologies                    6.450%  03/15/29    46
Lucent Technologies                    6.500%  01/15/28    40
Lucent Technologies                    7.250%  07/15/06    62
Magellan Health                        9.000%  02/15/08    29
Mail-Well I Corp.                      8.750%  12/15/08    49
Medarex Inc.                           4.500%  07/01/06    69
Mediacom Communications                5.250%  07/01/06    67
Mediacom LLC                           7.875%  02/15/11    64
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    68
Metris Companies                      10.125%  07/15/06    71
Mirant Corp.                           5.750%  07/15/07    62
Mirant Americas                        7.200%  10/01/08    40
Mirant Americas                        7.625%  05/01/06    55
Mirant Americas                        8.300%  05/01/11    36
Mirant Americas                        8.500%  10/01/21    30
Mission Energy                        13.500%  07/15/08    75
Missouri Pacific Railroad              4.750%  01/01/20    67
Missouri Pacific Railroad              4.750%  01/01/30    62
Missouri Pacific Railroad              5.000%  01/01/45    58
Motorola Inc.                          5.220%  10/01/21    53
MSX International                     11.375%  01/15/08    65
NTL Communications                     7.000%  12/15/08    16
National Vision                       12.000%  03/30/09    60
Nextel Communications                  4.750%  07/01/07    66
Nextel Communications                  5.250%  01/15/10    60
Nextel Communications                  6.000%  06/01/11    57
Nextel Communications                  9.375%  11/15/09    63
Nextel Communications                  9.500%  02/01/09    64
Nextel Communications                 12.000%  11/01/11    74
Nextel Partners                       11.000%  03/15/10    59
Noram Energy                           6.000%  03/15/12    68
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
OSI Pharmaceuticals                    4.000%  02/01/09    75
PG&E National Energy                  10.375%  05/16/11    74
Panamsat Corp.                         6.875%  01/15/28    72
Pegasus Satellite                     12.375%  08/01/06    49
Primedia Inc.                          7.625%  04/01/08    64
Primedia Inc.                          8.875%  05/15/11    70
Providian Financial                    3.250%  08/15/05    57
Public Service Electric & Gas          5.000%  07/01/37    71
Photronics Inc.                        4.750%  12/15/06    69
Quanta Services                        4.000%  07/01/07    48
Qwest Capital                          7.625%  08/03/21    64
Qwest Capital                          7.750%  02/15/31    61
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    33
Rite Aid Corp.                         7.125%  01/15/07    60
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    70
Rural Cellular                         9.625%  05/15/08    58
Ryder System Inc.                      5.000%  02/25/21    69
SBA Communications                    10.250%  02/01/09    49
SCI Systems Inc.                       3.000%  03/15/07    58
Saks Inc.                              7.375%  02/15/19    74
Sepracor Inc.                          5.000%  02/15/07    42
Sepracor Inc.                          7.000%  12/15/05    54
Silicon Graphics                       5.250%  09/01/04    55
Solutia Inc.                           7.375%  10/15/27    61
Sotheby's Holdings                     6.875%  02/01/09    70
Sprint Capital Corp.                   6.375%  05/01/09    69
Sprint Capital Corp.                   6.875%  11/15/28    74
Sprint Capital Corp.                   6.900%  05/01/19    61
TCI Communications Inc.                7.125%  02/15/28    74
Tenneco Inc.                          11.625%  10/15/09    72
Time Warner Enterprises                8.375%  03/15/23    74
Time Warner Inc.                       6.625%  05/15/29    69
Time Warner Inc.                       6.950%  01/15/28    73
Time Warner Telecom                    9.750%  07/15/08    54
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    67
Triton PCS Inc.                        8.750%  11/15/11    64
Triton PCS Inc.                        9.375%  02/01/11    69
Trump Atlantic                        11.250%  05/01/06    73
Turner Broadcasting                    8.375%  07/01/13    74
US Airways Passenger                   6.820%  01/30/14    71
US Airways Inc.                        7.960%  01/20/18    75
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    26
United Air Lines                      11.210%  05/01/14    24
Universal Health Services              0.426%  06/23/20    59
US Timberlands                         9.625%  11/15/07    60
US West Capital                        6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    65
US West Communications                 7.125%  11/15/43    66
US West Communications                 7.200%  11/10/26    69
US West Communications                 7.250%  09/15/25    69
US West Communications                 7.250%  10/15/35    68
US West Communications                 7.500%  06/15/23    72
Vesta Insurance Group                  8.750%  07/15/25    73
Viropharma Inc.                        6.000%  03/01/07    35
Weirton Steel                         10.750%  06/01/05    70
Weirton Steel                         11.375%  07/01/04    72
Westpoint Stevens                      7.875%  06/15/08    44
Williams Companies                     7.125%  09/01/11    64
Xerox Corp.                            0.570%  04/21/18    55
Xerox Credit                           7.200%  08/05/12    64


                           *********

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 ***