TCR_Public/020902.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, September 2, 2002, Vol. 6, No. 173     

                          Headlines

ACTERNA CORP: Airshow Equity Sale to Rockwell Collins Closes
ACTERNA CORP: S&P Views Deep Discount Offer as a Bond Default
AMERICAN ENTERPRISE.COM: Plans to Acquire HealthCentrics Assets
ANALYTICAL SURVEYS: Shareholders' Meeting to Convene on Oct. 1
ARTHUR ANDERSEN: Surrenders Licenses to State Regulators

ATLAS AIR: Bringing-In Jeff Erickson as New President and COO
BRIDGE TECHNOLOGY: Receives Extension to Meet Nasdaq Guidelines
BROADBAND WIRELESS: Completes Merger Transaction with ED-TV
BUDGET GROUP: Section 341 Meeting to Convene on Sept. 5, 2002
CALPINE CORP: Inks $81MM Pact to Sell Canadian Oil Assets to NAL

CANADIAN MANOIR: Ability to Continue Operations Uncertain
CARIBBEAN PETROLEUM: Has Until December 13 to Decide on Leases
COMMERCIAL CONSOLIDATORS: Reviewing Various Debt Workout Options
COMPREHENSIVE MEDICAL: Defaults on Promissory Note with Yucatan
CONTOUR ENERGY: Texas Court Imposes October 1 Claims Bar Date

COVANTA: NY Court Stretches Bank of America Bar Date to Sept. 30
CREDIT STORE: Look for Schedules and Statements on September 13
DAIRY MART: Committee to Share Exclusive Period through Oct. 18
DTE BURNS: S&P Affirms Rating on $163 Mill. Senior Secured Notes
EASYLINK SERVICES: Jack Kuehler Resigns Effective September 30

EBT INTERNATIONAL: MillenCo LP Discloses 10.98% Equity Stake  
EES COKE: S&P Affirms CCC+ Rating on $75MM Senior Secured Notes
EISBERG FINANCE: Fitch Junks Class C-1 & C-2 Debt Issues
ENRON CORP: Employees' Committee Brings-In Triad as Consultant
ETOYS INC: Kilroy Files Suit to Recoup Proceeds from Two LOI's

EXIDE: Gets Approval to Amend JA&A Services' Retention Terms
FANSTEEL: Delaware Court Fixes Sept. 23, 2002 Claims Bar Date
FEDERAL-MOGUL: Leasing 225 Additional Vehicles from GE Capital
FLORSHEIM GROUP: Pres. & CEO Peter Corritori & 7 Officers Resign
FOSTER WHEELER: Refinancing Pacts Spur S&P to Cut Rating to B

GALEY & LORD: Panel Signs-Up Stroock to Replace Dewey Ballantine
GENOIL INC: Working Capital Deficit Reaches $3.2MM at June 30
GILAT SATELLITE: Signs-Up Miller Buckfire as Financial Advisor
GLOBAL CROSSING: Wants Nod to Enter Settlement Pact with Juniper
GLOBAL CROSSING: Conferencing Limited Chapter 11 Case Summary

GLOBAL CROSSING: Europe Limited Chapter 11 Case Summary
GLOBAL CROSSING: GC Hungary Holdings' Chapter 11 Case Summary
GLOBAL CROSSING: GC Network Case Summary & 20 Largest Creditors
GLOBAL CROSSING: GC SAC Argentina Chapter 11 Case Summary
GLOBAL CROSSING: GT Netherlands B.V. Chapter 11 Case Summary

GLOBAL CROSSING: Intellectual Property Chapter 11 Case Summary
GLOBAL CROSSING: Intermediate UK Holdings Chap. 11 Case Summary
GLOBAL CROSSING: Ireland Limited Chapter 11 Case Summary
GLOBAL CROSSING: IXnet EMEA Holdings Chapter 11 Case Summary
GLOBAL CROSSING: IXnet UK Limited Chapter 11 Case Summary

GLOBAL CROSSING: Mid-Atlantic Holdings UK Chap. 11 Case Summary
GLOBAL CROSSING: PAC Panama Chapter 11 Case Summary & Creditors
GLOBAL CROSSING: Pan European Crossing Case Summary
GLOBAL CROSSING: Pan European UK Chapter 11 Case Summary
GLOBAL CROSSING: Portfolio Holdings Chapter 11 Case Summary

GLOBAL CROSSING: SAC Brasil Chapter 11 Case Summary & Creditors
GLOBAL CROSSING: SAC Colombia Case Summary & Unsec. Creditors
GLOBAL CROSSING: Services Europe Case Summary & 2 Creditors
GLOBAL CROSSING: Services Ireland Chapter 11 Case Summary
GLOBAL CROSSING: South American Crossing Chap. 11 Case Summary

GLOBAL CROSSING: UK Holding Voluntary Chapter 11 Case Summary
GLOBAL CROSSING: Venezuela B.V. Chapter 11 Case Summary
GROUP TELECOM: Will File Fiscal Q3 Fin'l Results by Month-End
HALEOS INC: Shipley Pitches Best Bid for Assets for $3.1 Million
HAYES LEMMERZ: Sets Up In-House Travel Agency

HORSEHEAD: UST Names 9 Members to Unsecured Creditors' Committee
HURRY INC: Posts $9.2 Million Net Loss for Fiscal Year 2002
INSPIRE INSURANCE: CGI Group Agrees to Acquire Operating Assets
IT GROUP: Seeks Approval of Settlement Agreement with Insurers
KMART CORP: Proposes Uniform De Minimis Asset Sale Procedures

KMART CORP: Ill. Court Approves 3rd $2BB DIP Facility Amendment
LEAP WIRELESS: Hires UBS Warburg to Explore Debt Workout Deals
LEAP WIRELESS: Ericsson Confirms Sr. Secured Customer Financing
MEDISOLUTION: June Quarter Balance Sheet Upside-Down by $1 Mill.
MERRILL CORP: S&P Junks Class A & B Senior Subordinated Notes

NCS HEALTHCARE: Faces Suits Alleging Breach of Fiduciary Duties
NETIA HOLDINGS: Creditors Accept Arrangement Plan for Subsidiary
NEWPOWER HOLDINGS: Wants Penn. PUC to Clarify and Modify Ruling
NII HOLDINGS: Delaware Court to Consider Plan on Sept. 27, 2002
NORTEL NETWORKS: Declares Dividends on Outstanding Preferreds

OCEAN POWER: Lays-Off Most Employees after Cash Flow Evaporates
PEREGRINE SYSTEMS: Nasdaq Knocks Off Shares Effective August 30
PEREGRINE SYSTEMS: Restructures Accounts Receivable Financing
RADIO ONE: S&P Changes Outlook on B+ Credit Rating to Positive
RICA FOODS: Follows Ceciliano & Replaces Andersen with Deloitte

SAFETY-KLEEN: Brings-In Bruce Roberson as EVP Sales & Marketing
STARTEC GLOBAL: Special Claims Bar Date Set for Sept. 3, 2002
SUPERIOR TELECOM: S&P Junks Rating over Likely Covenant Default
US AIRWAYS: US Trustee Appoints Unsecured Creditors' Committee
US AIRWAYS: Fleet Service Workers Ratify Restructuring Plan Pact

US AIRWAYS: Machinists Split on Restructuring Proposals
USG CORPORATION: Gets Until February 3, 2003 to Decide on Leases
WINSTAR: Court Approves Retention of Peisner as Tax Consultants
WORLDCOM INC: Williams Comms. Seeks Stay Relief to Effect Setoff
XO COMMS: Inks Adequate Assurance Trigger Agreement with Qwest

* Larry E. Ruff Joins Charles River Associates as Senior Advisor

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

                          *********

ACTERNA CORP: Airshow Equity Sale to Rockwell Collins Closes
------------------------------------------------------------
On August 9, 2002, Acterna Corporation and its wholly-owned
subsidiary, Acterna LLC, a Delaware limited liability company,
consummated the transactions contemplated under an agreement,
dated June 13, 2002, with Rockwell Collins, Inc., a Delaware
corporation, under which Acterna LLC sold to Rockwell Collins
(i) all of the issued and outstanding shares of the capital
stock of Airshow, Inc., a Delaware corporation and wholly-owned
indirect subsidiary Acterna LLC and (ii) all of the issued and
outstanding shares of the capital stock of Airshow France
S.A.R.L., a societe a responsabilite limitee and wholly-owned
indirect subsidiary of Acterna LLC in exchange for aggregate
cash consideration of $160 million, subject to adjustment.

                         *   *   *

As previously reported in the August 14, 2002 edition of the
Troubled Company Reporter, Standard & Poor's Ratings Services
lowered its ratings on Acterna Corp.  The rating action was
based on a cash tender offer by Acterna and CD&R Barbados, an
affiliate of equity sponsor Clayton, Dublier & Rice Inc., for up
to $155 million of Acterna's outstanding 9-3/4% senior
subordinated notes due 2008. The consideration for each $1,000
principal amount of the notes tendered and accepted for payment
pursuant to each tender offer was $220.  Friday, Standard &
Poors lowered its ratings again.  



ACTERNA CORP: S&P Views Deep Discount Offer as a Bond Default
-------------------------------------------------------------
Friday, Standard & Poor's Ratings Services lowered its corporate
credit rating on communications test and management company
Acterna Corp. to 'SD' (selective default) from triple-'C'-minus.

At the same time, Standard & Poor's lowered its rating on
Acterna's subordinated note to 'D' from double-'C'. The rating
on the company's senior secured credit facility remains the same
at single-'B'-minus.  All ratings on Germantown, Md.-based
Acterna are removed from CreditWatch with negative implications
where they were placed on Aug. 9, 2002. The total debt
outstanding as of Aug. 29, 2002, was about $870 million.

The rating actions follow the recent completion of the cash
tender offer by Acterna and CD&R Barbados for $149,570,000, the
principal amount of Acterna's outstanding 9-3/4% senior
subordinated notes, with an aggregate purchase price of
approximately $32.9 million. CD&R Barbados is an affiliate of
equity sponsor Clayton,Dubilier & Rice Inc.

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

Standard & Poor's will reassess Acterna's credit profile and
assign a new rating that reflects future prospects for credit
quality.


AMERICAN ENTERPRISE.COM: Plans to Acquire HealthCentrics Assets
---------------------------------------------------------------
American Enterprise.Com, Corporation (OTCBB:AMER) has signed a
Letter of Intent to acquire 100% of the outstanding stock of
HealthCentrics, Inc., after AMER emerges from Chapter 11
reorganization proceedings. HealthCentrics shareholders will
receive one share of AMER for each share of HealthCentrics.

AMER plans to complete its reorganization in October 2002. The
Plan of Reorganization contemplates that AMER will emerge from
reorganization with no significant debt. Further, the existing
publicly traded stock will not be compromised. Accordingly,
there will be no reverse split or cancellation of the existing
AMER stock. The acquisition of HealthCentrics by AMER is subject
to the parties concluding a definitive agreement, and approval
by the Bankruptcy Court.

HealthCentrics is a healthcare Application Service Provider that
markets HealthCentrics 3.0, a web-native and browser-based
practice management application to third-party billing
companies, practice management organizations, payers, hospitals,
and physician organizations. For additional information please
visit the Web site at http://www.HealthCentrics.com  


ANALYTICAL SURVEYS: Shareholders' Meeting to Convene on Oct. 1
--------------------------------------------------------------
An annual meeting of shareholders of Analytical Surveys, Inc., a
Colorado corporation, will be held on October 1, 2002 at 2:00
p.m., local time, at 11595 North Meridian Street, Carmel,
Indiana, for the following purposes:

     I.   To approve resolutions adopted by the Board of
          Directors to effect a one-for-ten reverse split of the
          Company's issued and outstanding common stock;

     II.  To elect four directors to serve until the next annual
          meeting of the shareholders and until the election and
          qualification of their respective successors;

     III. To approve the grant of restricted stock or, in lieu
          thereof, stock options to three officers of the
          Company, and the issuance of common stock in
          connection with such grants; and

     IV.  To act upon any other business that may properly come
          before the annual meeting or any adjournment or
          postponement thereof.

The Company's Board of Directors has fixed the close of business
on September 4, 2002, as the record date for determining those
shareholders who will be entitled to notice of and to vote at
the annual meeting.

Analytical Surveys Inc., provides technology-enabled solutions
and expert services for geospatial data management, including
data capture and conversion, planning, implementation,
distribution strategies and maintenance services.


ANC RENTAL: Seeks Approval to Assume National's Sponsorship Pact
----------------------------------------------------------------
ANC Rental Corporation ask the Court to authorize National Car
Rental System to assume and assign to the Debtor:

-- the Sponsorship and Advertising Agreement, dated August 5,
   1998 by and between National and the Florida Panthers Hockey
   Club Ltd.; and

-- The Arena Naming, Advertising and Promotional Services
   Agreement, dated September 29, 1998, by and between National
   and the Arena Operating Company Ltd.

The Naming Agreement pertains to, among other things, the
Debtors' right to name the Florida Panthers Hockey Club's Arena
and certain other advertising and promotional rights and
benefits.  Pursuant to this agreement, National agreed to pay
Arena a $2,200,000 yearly promotional fee -- with the
promotional fee increasing each year by 3%.  On September 1,
2002, the amount payable would be $2,400,000.

The Sponsorship Agreement pertains to, among others, National's
sponsorship of the Florida Panthers for entertainment and
promotional purposes during or in connection with the Florida
Panthers' home games during the 1998-99 through 2007-08 National
Hockey League seasons.  Under this agreement, National agreed to
pay the Florida Panthers a yearly fee, with the payment amount
increasing each year by $10,000 each year, plus any applicable
sales and other taxes.  By September 1, 2002, the amount payable
would be $337,600.

According to Mark J. Packel, Esq., at Blank Rome Comisky &
McCauley LLP, in Wilmington, Delaware, the Assumption Agreement
provides that:

-- The total amount due in 2002 under the Sponsorship Agreement
   and the Naming Agreement will be reduced to $1,250,000;

-- The yearly fees under the Sponsorship Agreement and the
   Naming Agreement will not increase until 2004, and thereafter
   will only increase at a rate based on the Consumer Price
   Index;

-- The Debtors, in their discretion, will be permitted to
   co-brand the internal signage at the Arena with the Alamo
   brand at the Debtors' own cost; and

-- Alamo will be the predominantly featured brand for Florida
   Panthers' game day promotions.

Mr. Packel relates that the assumption and assignment of the
Sponsorship and Naming agreements would allow the Debtors to
allow both the Alamo and National brands to participate in
marketing tools at reduced costs.  There are continuing material
obligations in connection with the Sponsorship and Naming
Agreement but that there are no cure costs in connection with
the Sponsorship Agreement and Naming Agreement.

Mr. Packel tells the Court that entering into the agreements is
in the best interest of the Debtors estates since it will
provide a significant economic and marketing benefit to the
Debtors.  A marketing study has shown that a significant number
of Alamo renters originate in South Florida.  The agreements,
once assumed and assigned, will allow the Debtors' Alamo brand
to benefit from this significant advertising tool that had
previously only been available to National.  It will also allow
both Alamo and National to participate in the advertising
promotion at a reduced cost.

Mr. Packel points out that if the Debtors were to reject the
Sponsorship and Naming Agreements, the Debtors would be liable
for significant rejection damages. (ANC Rental Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARTHUR ANDERSEN: Surrenders Licenses to State Regulators
--------------------------------------------------------
On Saturday, August 31, 2002, Arthur Andersen LLP voluntarily
relinquished, or consented to revocation of, the firm's permits
in all states where it was licensed to practice public
accounting to state regulators.  

In Texas -- the epicenter of the Enron disaster -- Andersen
agreed to revocation of its license on August 16, 2002, in the
wake of the Firm's criminal conviction in June 2002.  Andersen
agreed to pay a $1,000 fine to the Texas State Board of Public
Accountancy.  Additionally, in an agreed order, waiving all
rights to a hearing, judicial review and appeal, Andersen agreed
to preserve all Enron-related records for a 7-year period.  

"The Board's revocation of Andersen's license is the severest
sanction available under the Public Accountancy Act for the
firm," K. Michael Crowley, the Texas Board's presiding officer
said last month, adding "it is tragic that a firm with
Andersen's proud history in Texas should be brought so low."

Reuters reporter Deepa Babington located the text of the Rev.
Duncan Littlefair's comments at Arthur Andersen's funeral 50
years ago:  "Wherever the name Arthur Andersen & Co. is known,
it is equivalent to integrity, honesty, and service," Rev.
Littlefair eulogized.  "To me [Mr. Andersen] stands as a
representative of principles as opposed to expediency. . . .  
One thing everyone did know, and without any doubt about it, Mr.
Andersen could not be bought."

Andersen's sentencing hearing in U.S. District Court in Texas is
scheduled on Oct. 17.  Andersen has said many times that it
intends to appeal its obstruction of justice conviction.  

Andersen, founded in 1916, became on of the world's largest
accounting firms and was often identified as the best accounting
firm in the United States.  

Last week, Andersen Worldwide S.C. agreed to pay $60 million to
Enron stakeholders -- $19.95 million to Enron creditors and $40
million to Enron shareholders and employees -- in exchange for a
full release.  


ATLAS AIR: Bringing-In Jeff Erickson as New President and COO
-------------------------------------------------------------
Atlas Air, Inc., named Jeffrey H. Erickson as its President and
Chief Operating Officer, succeeding Jim Matheny, who is
retiring.

Erickson, a seasoned airline executive, brings to Atlas Air a
strong background in operational excellence and financial
discipline. Together with a commitment to quality and customer
service gained from more than 30 years in domestic and
international aviation, Erickson offers diverse experience and
knowledge to help Atlas Air meet the needs of its customers and
face the demands of a challenging environment for air cargo.

Erickson will assume his new position on September 1, 2002.

"As Atlas Air continues to develop its strategy to expand beyond
its core business to build a global, independent heavy air cargo
network, Jeff will provide a unique perspective and strong
leadership for our efforts to meet the changing demands of the
marketplace," said Richard Shuyler, Chief Executive Officer of
both Atlas Air, Inc. and Atlas Air Worldwide Holdings, Inc.  
"Since the acquisition of Polar Air Cargo by Atlas Air Worldwide
Holdings, Jeff has led our efforts to identify ways for both
Atlas Air and Polar to operate more efficiently under the same
holding company. During this time, he has gained valuable
insight and knowledge of Atlas Air, ensuring a smooth
transition."

Erickson has an extensive background in aviation. From 1994-1997
he served as President and CEO of Trans World Airlines following
its re-emergence from bankruptcy. During that time TWA achieved
its first annual operating profit in six years and implemented a
fleet renewal program.

From 1990-1994 Erickson served as President and CEO at Reno Air,
where he planned, financed, organized and implemented a new
start-up carrier that operated successfully throughout the 1990s
before its acquisition by American Airlines in 1999.

He also previously served as President and Chief Operating
Officer at Midway Airlines following operations experience with
Aloha Airlines and Continental Airlines. Most recently, he
provided consulting services for a number of companies in a
variety of industries.

Erickson, who began his aviation career as an engineer with Pan
Am in New York, received his bachelor's degree in aeronautical
engineering from Rensselaer Polytechnic Institute in Troy, N.Y.,
and a master's degree in transportation planning and engineering
from Polytechnic University in Brooklyn, N.Y.

"While I am pleased Jeff is joining the leadership team, Jim
Matheny will be greatly missed," Shuyler said. "Jim has
contributed immeasurably to Atlas Air's rapid growth over the
past decade. His leadership and commitment have been essential
in bringing the vision of our founder, Michael Chowdry, to life.
I thank Jim for his years of service and dedication to the
success of Atlas Air."

Atlas Air, Inc., is a wholly owned subsidiary of Atlas Air
Worldwide Holdings, Inc., (NYSE:CGO) and is a United States
certificated air carrier. Atlas Air offers its customers a
complete line of freighter services, specializing in ACMI
contracts. These contracts include the provision by Atlas Air of
the Aircraft, Crew, Maintenance and Insurance for some of the
world's leading international carriers.

                         *   *   *

As reported in Troubled Company Reporter's May 22, 2002 edition,
Fitch Ratings downgraded the unsecured debt of Atlas Air,
Inc. to 'B' from 'B+'. The rating change affects all of Atlas'
outstanding senior unsecured notes. Concurrently, Fitch is
issuing a rating of 'B+' on Atlas' secured bank debt. The Rating
Outlook for Atlas is Negative.

The downgrade reflects the ongoing impact of a sharp decline in
global air cargo demand on Atlas' ability to generate strong
operating cash flow from its core ACMI (aircraft, crew,
maintenance, and insurance) contract business. Relative to its
high level of fixed financing obligations (both debt service and
aircraft lease payments), Atlas' cash flow generation outlook
remains uncertain. After enduring the effects of a year-long
downturn in global air cargo demand (particularly in trans-
Pacific markets that Atlas aircraft have served extensively),
the company is looking ahead to a gradual build-up in demand
during the seasonally-strong second half of the year. Still,
Fitch believes that uncertainties related to a significant
change in Atlas' product mix, together with the need to finance
three new Boeing 747-400 freighters in late 2002, will weaken
the company's credit profile over the next several quarters.


BRIDGE TECHNOLOGY: Receives Extension to Meet Nasdaq Guidelines
---------------------------------------------------------------
Bridge Technology, Inc. (Nasdaq:BRDG), a power electronics and
channel distribution company, reports receipt of a formal
extension of 180 days to regain compliance under Market Rule
4310(C)(8)(d) to maintain its minimum share price of $1.00 per
share.

The Company expects to reflect progress in its business
activities over the next six months including restructuring,
refinancing, and the settling of all outstanding lawsuits.
Management continues to be confident that our growth in China
will continue. Domestic market losses are expected to be
curtailed by year-end.

Mr. John T. Gauthier, CFO, stated that, "Hopefully as we improve
our earnings picture, we should receive more acceptance in the
marketplace for our common stock."

Bridge Technology, Inc., is essentially a "time-to-market" power
electronics and channel electronics marketing company with
subsidiaries in the United States, Japan, Hong Kong, and China.
Information on Bridge Technology, Inc., is presently being
updated on its Web site at http://www.bridgeus.com


BROADBAND WIRELESS: Completes Merger Transaction with ED-TV
-----------------------------------------------------------
Broadband Wireless International Corporation, Inc., (OTC
Bulletin Board: BBAN) announced the completion of the merger
with Entertainment Direct TV in accordance with the
reorganization plan confirmed by the Federal Court on July 30,
2002.  

Quoting Terry Gourley, new CEO, "This corporate shell has
emerged from bankruptcy with a clean slate and an indebtedness
of less than $100,000.  We are now ready to implement our
ambitious reorganization plan to create the kind of company
worthy of the continued loyalty of more than 13,000
stockholders.  As a matter of policy we will be making frequent
announcements regarding our progress and our Director of
Investor Relations will be available to all stockholders, to
address their concerns and to answer any questions they may
have."

The new BBAN Board is now in place.

     -- Michael Williams is Chairman of the Board  

     -- Keith McAllister is Vice-Chairman of the Board  

     -- Terry Gourley is Chief Executive Officer and a member of
        the Board of Directors  

     -- Richard Weddle is Chief Operating Officer and a member
        of the Board of Directors  

Additional board members are Ron Tripp, former President of
BBAN, Robert Nau, an attorney in Los Angeles with extensive
business relationships in the film industry and Bert Padell,
business manager of several entertainment icons.

Management has 8 specific short-term objectives to be
accomplished within the next 75 days.

     * First, The first consolidated financial statements of
       Entertainment Direct and BBAN will be ready for the
       September 30th second fiscal quarter reporting period.

     * Second, All necessary registrations will be filed with
       the SEC to correctly reflect the status of the newly
       reorganized company and to properly position the company
       for future financial growth.

     * Third, The choosing of a strong and accomplished Internet
       development partner is under way and should be finalized
       within the next 30 days.

     * Fourth, Highly qualified professionals will be engaged to
       lead "ESP" (the Celebrities ISP Web Hosting Initiative)
       for both the Entertainment and Athletic divisions.

     * Fifth, The signing of initial high recognition celebrity
       clients of our entertainment service offering, "ESP" is
       in process.

     * Sixth, The search for a strong investment-banking firm to
       facilitate ongoing funding requirements to secure the
       company's future is also in progress.

     * Seventh, The Company has been identifying several
       appropriate business opportunities to produce revenue
       streams and profit growth.

     * Eighth, To prepare the Merit Studios, Inc., (OTC Pink
       Sheets: MRIT) "Wormhole Technology" software for
       commercialization.

The new management of BBAN intends to provide regular
communication to shareholders regarding the progress of these
short-term objectives and the progress of the company in
general:

     Michael Williams -- The co-founder of EDTV has an extensive
background in the recording industry.  Prior to EDTV he was COO
of O2 Entertainment Inc.  His experience has included the
administration and career management of Snoop Doggy Dog, Eddie
Jones, and others.  He began his executive career at A&M Records
under John McClain, Herb Alpert and Jerry Moss, and then moved
on to Island Records, signing a two million dollar contract as
an artist, songwriter and producer under Kevin Fleming and Chris
Blackwell.  He holds a B. Sc. in Management.

     Keith McAllister -- Mr. McAllister's background includes
varied international business ventures.  Prior to co-founding
EDTV he was CEO of Dudley Bernichi, exporting investment grade
diamonds from Cape Town SA.  His entertainment experience
includes being an owner/operator/impresario of five nightclubs
with venues in South Africa, Canada, and the USA.

     Terry Gourley -- Mr. Gourley has an extensive background in
Finance and Banking.  Prior to joining EDTV he was CEO &
Chairman of a former AMEX company, 3DShopping.com. He is former
account Director of Chase Manhattan Bank, a Securities Principal
and investment advisor.

     Richard Weddle -- Mr. Weddle is a high-level corporate
strategist whose past experience includes acting as a consultant
with Cap Gemini Ernst & Young.  His clients have included Dell,
Boeing, GE, Ericsson, Proctor & Gamble, to name but a few, and
is testimony to the confidence they have had in his abilities.  
He was also the co-founder of Triplex Inc.  He began his career
as a programmer at Lawrence Livermore National Laboratory, and
holds B. Sc. and MBA Degrees.


BUDGET GROUP: Section 341 Meeting to Convene on Sept. 5, 2002
-------------------------------------------------------------
The United States Trustee will convene a meeting of Budget Group
Inc.'s, and its debtor-affiliates' creditors pursuant to Section
341 of the Bankruptcy Code on September 5, 2002 at 3:00 p.m. at
the U.S. Bankruptcy Court for the District of Delaware, J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, in Wilmington,
Delaware.  All creditors are invited, but not required, to
attend.  This Official Meeting of Creditors offers the one
opportunity in a bankruptcy proceeding for creditors to question
a responsible office of the Debtors under oath.
(Budget Group Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

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


CALPINE CORP: Inks $81MM Pact to Sell Canadian Oil Assets to NAL
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) entered into an agreement with
NAL Resources on behalf of NAL Oil & Gas Trust and another
institutional investor, for the sale of certain non-strategic
oil and gas properties for approximately $81 million, or
approximately Cdn$125 million.  The assets, located in central
Alberta, represent approximately 60 billion cubic feet of gas
equivalent of net proved reserves, of which approximately 70
percent are oil and liquids.

Current net production is approximately 19 million cubic feet of
gas equivalent per day.  Under the terms of the agreement,
approximately 42 percent of the acquisition is subject to rights
of first refusal, which expire on September 28, 2002.  The
balance of the transaction is expected to close on August 30,
2002.

"Calpine remains committed to strengthening liquidity while
retaining those assets that will continue to provide long-term
value to our shareholders and to Calpine's core power generation
business," stated Bob Kelly, Calpine CFO and executive vice
president.  "While we continue to evaluate opportunities for the
sale of other non-strategic assets, Calpine Natural Gas remains
an active participant in the North American natural gas and
power markets."

The oil properties are located approximately 25 miles west of
Red Deer in central Alberta.  They include 18,845 developed
acres and 9,920 undeveloped acres, with more than 225 producing
wells.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power through plants it
develops, owns and operates in 23 states in the United States,
three provinces in Canada and in the United Kingdom.  Calpine
also is the world's largest producer of renewable geothermal
energy, and it owns approximately 1.2 trillion cubic feet
equivalent of proved natural gas reserves in Canada and the
United States.  The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN.  For
more information about Calpine, visit its Web site at
http://www.calpine.com

Calpine's June 30, 2002 balance sheet shows a working capital
deficit of about $369 million and a greater than 4:1 debt-to-
equity ratio.  

DebtTraders reports that Calpine Corp.'s 8.750% bonds due 2007
(CPN07USN1) are trading at 60 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN07USN1for  
more real-time bond pricing.


CANADIAN MANOIR: Ability to Continue Operations Uncertain
---------------------------------------------------------
Canadian Manoir Industries Limited (TSX:CMQ, CMQ:A), announced
its financial results for the three months ended June 30, 2002.

On December 29, 2000, CMIL sold substantially all of its assets
when it sold substantially all of the assets and assigned
substantially all of the liabilities of two wholly owned
subsidiaries, Olsen Technology Inc., and 1089635 Ontario Inc.

Since the sale CMIL has not had any active business operations.
CMIL is currently reviewing its opportunities to acquire new
business operations.

     Financial Results For The Three Months Ended June 30, 2002

CMIL posted a Net Loss for the three months ended June 30, 2002
of $0.15 million. By comparison, for the three months ended June
30, 2001 CMIL recorded a Net Loss of $0.3 million.

Escalation in the value of the Canadian dollar during the three
months ended June 30, 2002 contributed $0.07 million of the Net
Loss for such period, as CMIL continues to hold a $1.0 million
dollar note receivable in US currency as a result of the
aforementioned asset sale.

CMIL's common shares and non-voting shares were delisted from
the Toronto Stock Exchange effective August 31, 2001. This
delisting was the result of CMIL failing to satisfy the TSE's
new continued listing requirements, which came into effect on
April 1, 2000. As CMIL is not currently engaged in an active
business, it could not remedy all of the conditions that
resulted in the delisting or, alternatively, obtain a listing on
another exchange.

The Company's unaudited interim consolidated financial
statements have been prepared following the same accounting
policies as set out in the fiscal 2002 annual consolidated
financial statements.

These interim unaudited consolidated financial statements should
be read in conjunction with the audited consolidated financial
statements of Canadian Manoir Industries Limited for the year
ended March 31, 2002, as the interim financial statements do not
conform in all respects to the note disclosure requirements of
generally accepted accounting principles for annual financial
statements.

                         Going Concern

The Company's interim unaudited consolidated financial
statements have been prepared on the basis of accounting
principles applicable to a going concern which assumes that the
Company will realize the carrying value of its assets and
satisfy its obligations as they become due in the normal course
of operations. There is significant doubt about the
appropriateness of the use of the going concern assumption
because the Company and its subsidiaries have experienced
significant losses over a number of years.

The ability of the Company to continue as a going concern and to
realize the carrying value of its assets is dependent on the
continuing financial support of the operating line creditor, a
related party and officer of the Company. These consolidated
statements do not reflect adjustments in the carrying values of
the assets and liabilities, the reported revenues and expenses,
and the balance sheet classifications used that would be
necessary if the going concern assumption were not appropriate
should the Company not be able to continue its normal course of
business.


CARIBBEAN PETROLEUM: Has Until December 13 to Decide on Leases
--------------------------------------------------------------
Caribbean Petroleum LP and its debtor-affiliates sought and
obtained from the U.S. Bankruptcy Court for the District of
Delaware more time to decide what to do with their unexpired
nonresidential real property leases.  The Court gives the
Debtors until December 13, 2002, to determine whether to assume,
assume and assign, or reject their unexpired leases.

Caribbean Petroleum LP distributes petroleum products and
owns/leases real property on which service stations selling
petroleum products are stored and sold to retail customers. The
Debtors filed for chapter 11 protection on December 17, 2001.
Michael Lastowski, Esq., and William Kevin Harrington, Esq., at
Duane, Morris & Heckscher LLP represent the Debtors in their
restructuring efforts.


COMMERCIAL CONSOLIDATORS: Reviewing Various Debt Workout Options
----------------------------------------------------------------
In light of the recent losses incurred by ZCC (AMEX:ZCC)
(Frankfurt:CJ9), as disclosed in the Company's financial
statements for its first quarter ended May 31, 2002, Commercial
Consolidators Corp., is considering various debt restructuring
strategies. The Company's various alternatives include
potentially the sale of certain of our operating divisions. The
Company is also negotiating with various lenders as to possible
debt restructuring, and is also considering seeking protection
under the Companies' Creditors Arrangement Act -- the equivalent
of a Chapter 11 filing under the U.S. Bankruptcy Code.

The Company's subsidiary, Max Systems Group, Inc., filed a
Statement of Claim and an order seeking certain injunctive
relief Thursday against the Company and Michael Weingarten, our
Chairman.  That claim sought damages in the amount of $5,000,000
and punitive damages in the amount of $2,000,000.  The Company
was prepared to defend the action and assert counterclaims
against the three former owners of Max Systems.  Friday, that
action was dismissed.

Alpha Capital Aktiengesellschaft has filed suit in the Southern
District of New York seeking injunctive relief and damages
arising in connection with the sale of $1.0 million of our
convertible notes issued by the Company to Alpha and certain
other investors in January 2002. Alpha is seeking an order from
the court allowing it to convert its notes into our common
stock, alleging that a negotiated floor price in the investment
documents are not longer applicable. The Company will vigorously
defend the action and is confident that these conversions will
not be ordered. It is our intention to seek damages against
Alpha in a counter suit.

Commercial Consolidators Corp., is a diversified distributor of
business technologies (cellular phones and accessories, and
computer hardware and software) and consumer electronics to the
Americas (North, South and Central). The Company's head office
is located in Toronto, Ontario.


COMPREHENSIVE MEDICAL: Defaults on Promissory Note with Yucatan
---------------------------------------------------------------
Yucatan Holding Company, a privately-held investment company,
has declared a default by Comprehensive Medical Diagnostics
Group, Inc., (OTC Pink Sheets: CMDI) under the terms of a
promissory note in the principal amount of $292,500 issued by
Comprehensive Medical.

The note represented substantially all the consideration paid to
Yucatan by Comprehensive Medical for the repurchase of its
shares in December 2000. Under the terms of the interest-free
note, Comprehensive Medical was required to make monthly
principal payments to Yucatan, initially in the amount of $5,000
which increased to $7,500 per month beginning in July 2001 and
continuing until the note was paid in full in December 2004.  
After several discussions with Messrs. David Katz and David
Schick, who had identified themselves as being representatives
of Comprehensive Medical with respect to the status of the
delinquent payments, earlier this month Yucatan gave
Comprehensive Medical five days notice to cure the then current
default.  At the time of the notice, the amount in default under
the note was approximately $110,000 in principal, plus
approximately $42,500 in interest, which began accruing in 2001
as a result of the default.  Although Mr. Katz, acting in the
proclaimed capacity of a representative of Comprehensive
Medical, acknowledged the calling of the note, no efforts were
made by Comprehensive Medical to resolve the matter.  Despite
Yucatan's past attempts to resolve this matter with
Comprehensive Medical, which had delayed prior calls of the
note, Yucatan has declared an event of default under the note,
the result of which is that the entire principal amount,
together with interest at 18% per annum, became immediately due
and payable on August 28, 2002.

A number of other events also led Yucatan to call the note,
including:

     *  In October 2001, Comprehensive Medical failed to file
its annual report for the fiscal year ended June 30, 2001 -- in
fact, ceasing the filing of reports altogether with the SEC --
resulting in its common stock having been delisted from the OTC
Bulletin Board. This delisting was an event of default under the
terms of the agreement between the companies.  The stock now
trades in the over-the-counter securities market on the Pink
Sheets and Comprehensive Medical is a non-reporting company,

     *  Despite numerous attempts by Yucatan to obtain financial
and other information on the company, Comprehensive Medical has
refused to discuss its financial condition with Yucatan nor
provide it with any financial statements,

     *  The obligation to Yucatan does not appear as a liability
in Comprehensive Medical's financial statements which had been
previously filed with the SEC before it ceased reporting last
year, Comprehensive Medical failed to deliver to Yucatan shares
of Comprehensive Medical's Series A Convertible Preferred Stock,
which was required under the terms of the agreement between the
companies,

     *  Yucatan has been unable to obtain the names of
Comprehensive Medical's current officers and directors, having
previously been advised by Mr. Ronald Wilheim, Comprehensive
Medical's former CEO and a director, that he had resigned all
positions with that company, and;

     *  There has been a recent increase in Comprehensive
Medical's stock price and daily trading volume despite the lack
of publicly available information, financial or otherwise,
regarding the company's current status.

Yucatan currently has no position in Comprehensive Medical's
common stock, nor is it aware of any positions held by any other
third parties.

In addition to pursuing appropriate legal recourses, Yucatan
intends to take all other actions which may be available to it
related to the collection of the note both against Comprehensive
Medical and any officers and directors who may also be
individually liable through their actions or lack thereof, and
to ensure that any filings with federal and state regulators
which may be necessary are made.


CONTOUR ENERGY: Texas Court Imposes October 1 Claims Bar Date
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, requires all persons and entities holding a Claim against
Contour Energy Co., and its debtor-affiliates, to file a proof
of claim on or before October 1, 2002, or be forever barred from
asserting that claim.

Written proofs of claim must be filed before 4:30 p.m. on
October 1, 2002 with:

          Clerk of the United States Bankruptcy Court
          515 Rusk Street, Room 1217
          Houston, Texas, 77002,

and a copy must be provided to:

          Donlin, Recano & Company, Inc.
          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

          Donlin, Recano & Company, Inc.
          Agent for the United States Bankruptcy Court
          Re: Contour Energy Co., et al.
          419 Park Avenue South, Suite 1206
          New York, New York 10016

Five types of claims are exempt from the Bar Date:

     A. claims already properly filed with the Court;

     B. claims allowable under Sections 503(b) and 507(a)(l) of
        the Bankruptcy Code as an administrative expense of the
        Debtors' Chapter 11 estates;

     C. claims of one Debtor against another Debtor;

     D. claims of any direct or indirect non-debtor subsidiary
        of a Debtor against another Debtor;

     E. claims previously allowed by an this Court.

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.


COVANTA: NY Court Stretches Bank of America Bar Date to Sept. 30
----------------------------------------------------------------
On August 16, 2002, the Honorable Cornelius Blackshear sitting
in the U.S. Bankruptcy Court for the Southern District of New
York, approved a Stipulation between Covanta Energy Corporation,
together with its debtor-affiliates, and Bank of America NA,
extending the deadline by which the bank must file any and all
proofs of claim against any of the Debtors.  The new deadline is
September 30, 2002 at 4:00 p.m., prevailing Eastern Time.  Only
those Proofs of Claim actually received by the Court on or
before 4:00 p.m. on the Amended Bar Date will be deemed timely
filed. (Covanta Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CREDIT STORE: Look for Schedules and Statements on September 13
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota
awards The Credit Store, Inc., more time to prepare and file
comprehensive Schedules of Assets and Liabilities and a
Statement of Financial Affairs.  The Debtor has until September
13, 2002 to complete the financial disclosure obligations
imposed under 11 U.S.C. Sec. 521(1).

The Credit Store, Inc., is primarily in the business of
providing credit card products to consumers who may otherwise
fail to qualify for a traditional unsecured bank credit card.
The Company filed for chapter 11 protection on August 15, 2002.
Clair R. Gerry, Esq., at Stuart, Gerry & Schlimgen, LLP and Mark
E. Andrews, Esq., at Neligan Stricklin, LLP represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $68 million in assets
and $69 million in debts.


DAIRY MART: Committee to Share Exclusive Period through Oct. 18
---------------------------------------------------------------
Dairy Mart Convenience Stores, Inc., and its Debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to further extend their time period within which they have
to file a liquidating chapter 11 plan and solicit creditors'
acceptances of that plan.

As previously reported in the Troubled Company Reporter, Dairy
Mart sold substantially all of its assets.  As soon as the
Closing takes place (if it hasn't already), Dairy Mart and the
Creditors' Committee will be able to give their full attention
to finalizing a plan of liquidation and related disclosure
statement.  

Dairy Mart and the Official Unsecured Creditors' Committee
propose a co-exclusive period during which time they will
hammer-out the details of a liquidating plan.  The Debtors ask
that all parties-in-interest -- except the Debtors and the
Committee -- be barred from filing a plan through October 18,
2002.  If the Debtors and the Committee file a plan by Oct. 18,
the Debtors ask that a co-exclusive period during which to
solicit acceptances of that plan be extended through
December 20, 2002.

Dairy Mart tells the Court that it has been diligently analyzing
all proofs of claim filed in its cases and the reconciliation
process is ongoing.

Dairy Mart Convenience Stores, Inc., filed for chapter 11
protection on September 24, 2001. Dennis F. Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represents the Debtors.
When the Company filed for protection from its creditors, it
listed debts and assets of over $100 million.


DTE BURNS: S&P Affirms Rating on $163 Mill. Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'
rating on DTE Burns Harbor LLC's $163 million senior secured
notes and removed the rating from CreditWatch where it was
placed with negative implications on May 4, 2001. The outlook is
stable.

The proceeds from the notes were used by DTE LLC to purchase the
number one coke battery from Bethlehem Steel Corp. Standard &
Poor's had placed the notes on CreditWatch to reflect the
similar placement of Bethlehem Steel. The project relies in
large part on cash flow derived from its coke sales agreement
with Bethlehem Steel, and cash flow from other revenue sources,
specifically Section 29 tax credits, is not sufficient to
completely cover debt service. The rating remained on
CreditWatch following the filing of Chapter 11 bankruptcy
protection by Bethlehem Steel Corp. in October 2001.

Bethlehem Steel and the Burns Harbor facility have continued to
operate through Bethlehem Steel's bankruptcy. More importantly,
Bethlehem Steel did not seek to vacate the contract and has
remained current in its payments, with the exception of an
outstanding receivable for a 1-1/2-month period leading up to
the filing. The project continues to operate well and has made
two debt service payments since the filing. Moreover, the
project lenders benefit from an LOC that provides a six-months'
debt service reserve. Given that the notes mature in January
2003, only one more debt service payment is remaining, and it is
fully covered by the LOC.

The stable outlook reflects Standard & Poor's expectation that
the final payment on the bonds will be made given the operations
of the project and the debt service reserve.


EASYLINK SERVICES: Jack Kuehler Resigns Effective September 30
--------------------------------------------------------------
EasyLink Services Corporation announced that Jack Kuehler, a
member of the Board of Directors of EasyLink, will resign as a
director of EasyLink for personal reasons. The resignation will
be effective September 30, 2002.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Edison, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
network facilitates transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 400 of the Global 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com   

As previously reported (Troubled Company Reporter Feb. 5, 2002
edition), the Company transferred 14,239,798 shares of its Class
A common stock to AT&T and gave AT&T immediately exercisable
warrants to purchase an additional 10,000,000 shares at a price
of $0.61 per share, in connection with the restructuring of
approximately $35,000,000 of indebtedness owed by EasyLink
Services, Inc., to AT&T, including the retirement of portions of
the Indebtedness and an extension of the maturity date with
respect to the remaining indebtedness. The Indebtedness was
created by the Company's default under the terms of a promissory
note made by EasyLink in favor of AT&T. The promissory note
evidenced the Company's obligation to pay AT&T for certain
services under a Transition Services Agreement between EasyLink
and AT&T, dated January 31, 2001.

As a result of the debt restructuring of EasyLink,  AT&T
acquired the Class A Common Stock.  AT&T  intends to treat the
common stock of EasyLink as a passive investment and will
realize a gain or loss, if any, on the sale of the shares.


EBT INTERNATIONAL: MillenCo LP Discloses 10.98% Equity Stake  
------------------------------------------------------------
MillenCo, L.P., discloses in a regulatory filing that it owns
10.98% of the outstanding common stock of eBT International,
Inc., represented by the beneficial ownership of 1,612,682
shares of the Company's common stock.  MillenCo has sole power
to vote and dispose of the stock.

                            *   *   *

As previously reported, eBT International, Inc. (Nasdaq: EBTI)
filed its Annual Report on Form 10-K for the year ended
January 31, 2002 with the Securities and Exchange Commission.

That Form 10-K indicated that the Company's total net assets in
liquidation at January 31, 2002 were $ 4,700,000, equivalent to
approximately $0.32 per share, based upon 14,685,001 outstanding
shares. The Company previously indicated that the total net
assets in liquidation were equivalent to approximately $0.25 per
share. The increase in per share valuation reflected an
adjustment to reduce reserves for possible future claims,
royalties from Red Bridge Interactive, Inc., and a benefit from
the Company's November 2002 share repurchase program.

The Form 10-K also indicated that the Company's stockholders may
receive periodic additional liquidation proceeds totaling
approximately $4,700,000, or $.32 per share. The actual amount
and timing of future distributions cannot be predicted, although
the Board expected to make a cash distribution of approximately
$.25 per share in October 2002.

The Company also disclosed in its Form 10-K that it no
longer satisfies the requirements for continued listing of its
common stock on the Nasdaq National Market and will be delisted
at the close of business on May 15, 2002. Thereafter, the
Company's common stock will be traded on the OTC Bulletin Board.


EES COKE: S&P Affirms CCC+ Rating on $75MM Senior Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its triple-'C'-plus
rating on EES Coke Battery LLC's series B $75 million senior
secured notes due 2007 and removed the rating from CreditWatch
where it was placed with negative implications on Feb. 8, 2002.
The outlook is negative.

Funds from the series A (now defeased) and B notes were used by
EES Coke to purchase the number five coke battery at the Zug
Island facility from National Steel Corp. (D/--/--). Standard &
Poor's had placed the notes on CreditWatch to reflect the
similar placement of National Steel in February 2002. The rating
remained on CreditWatch following the filing of Chapter 11
bankruptcy protection by National Steel Corp. in March 2002. The
project relies primarily on cash flow derived from its coke
sales agreement with National Steel, given that another primary
source of revenue, Section 29 tax credits, expire this year.

National Steel and its Zug Island facility have continued to
operate through the bankruptcy. More importantly, National Steel
did not seek to vacate the contract and has remained current in
its payments since the filing. National Steel had missed one
monthly invoice payment prior to the bankruptcy filing, and one
additional invoice was outstanding at the time of filing. The
total receivable owed to the project is about $25.6 million.
Therefore, the project's cash balance has declined by about $20
million for the six months ended June 30, 2002. However, the
project still had over $23 million in cash on hand as of that
date, and cash has been flowing through the project since the
filing. The project lenders also benefit from an LOC that
provides a six-months' debt service reserve.

"The ability of the project to sell coke on the spot market if
any of National Steel Corp.'s facilities do not require coke
provides some support for the series B rating," said credit
analyst Scott Taylor. "However, should the project be forced to
sell on the spot market, or should there be a substantial delay
in future payments, a downgrade should be expected," he added.

The negative outlook reflects the potential for the situation to
change given National Steel's financial situation. A return to a
stable outlook is not expected unless National Steel emerges
from bankruptcy and has itself attained a stable outlook.


EISBERG FINANCE: Fitch Junks Class C-1 & C-2 Debt Issues
--------------------------------------------------------
Fitch Ratings has downgraded three classes of notes from the
Eisberg Finance Ltd., transaction.  Eisberg is a synthetic
balance sheet collateralized debt obligation established by UBS
AG, London Branch to provide credit protection on a $2.5 billion
portfolio of investment grade, corporate debt obligations. No
rating action has been taken or is contemplated at this time for
the class A and class B notes, which are rated 'AAA' and 'A',
respectively.

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

-- $41,250,000 class C-1 floating-rate notes to 'CCC-' from 'B';

-- $22,500,000 class C-2 fixed-rate notes to 'CCC-' from 'B';

-- $15,000,000 class D floating-rate notes to 'C' from 'CCC'.

Fitch's rating action reflects the deterioration in credit
quality of several of the underlying assets as well as higher
than expected credit protection payments under the credit
default swap. As a result, there is a diminished level of credit
enhancement for the notes.


ENRON CORP: Employees' Committee Brings-In Triad as Consultant
--------------------------------------------------------------
Pursuant to an agreement with Enron Corporation, its debtor-
affiliates and the Official Employment-Related Issues Committee,
the U.S. Bankruptcy Court for the Southern District of New York
under Judge Gonzalez authorizes the Debtors to employ and retain
Triad, nunc pro tunc to April 14, 2002.  Triad will provide
services as communications specialists and consultants,
including, without limitation:

   (a) managing call center operations in connection with the
       filing of proofs of claims by, among other parties, the
       Debtors' current and former employees;

   (b) consulting with the Debtors on the development of an
       interactive voice response system;

   (c) certifying and training live operators to accept calls at
       the Call Center; and

   (d) ongoing monitoring of Call Center operation.

In addition, Triad will also provide services to the Employment
Related Issues Committee, including:

   (a) establishing and managing a website to inform current and
       former employees about the status of the Debtors' Chapter
       11 cases, and the day-to-day events that may affect the
       current and former employee constituency and employment-
       related issues;

   (b) assisting in maintaining and updating the website as the
       case progress and information becomes available;

   (c) developing and updating a frequently asked questions page
       on the website and various strategies for dealing with
       responses to same;

   (d) providing information to the Debtors' current and former
       employees in order to facilitate the evaluation of their
       legal rights;

   (e) assisting the Employment-Related Issues Committee in
       developing strategies for dealing with individual
       inquiries from current and former employees; and

   (f) performing and providing other information assistance as
       is in the interests of the Employment-Related Issues
       Committee and its constituents.

The Website, the content of which will be maintained by and be
the sole responsibility of the Employment-Related Issues
Committee, will contain on the home page this disclaimer
language:

   "This Website is being provided by the Official Employment-
   Related Issue Committee appointed in the Chapter 11 cases of
   Enron Corp. and its affiliated debtor entities.  All
   information contained herein has been provided by the
   Employment-Related Issues Committee and its professionals and
   the Debtors make no representation with respect to the truth,
   extent or validity of such information and will bear no
   responsibility or liability for any inaccuracies or
   misinformation contained on this Website."

Upon the termination of services to the Debtors, Triad will
continue to provide services to the Employment-Related Issues
Committee until the services are no longer deemed necessary;
provided, however, that the continuation of services is subject
to the rights of the Debtors to object thereto, including,
without limitation, the right to object to the fees and expenses
which may be incurred in connection therewith. (Enron Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

DebtTraders reports that Enron Corp.'s 6.950% bonds due 2028
(ENRN28USR1) are trading between 11.5 and 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN28USR1
for real-time bond pricing.  


ETOYS INC: Kilroy Files Suit to Recoup Proceeds from Two LOI's
--------------------------------------------------------------
Kilroy Realty Corporation (NYSE:KRC) announced today that EBC I,
Inc., f/k/a eToys, Inc., one of the company's former tenants,
has filed a lawsuit against the company seeking return of the
proceeds from two letters of credit previously drawn down by the
company. The company believes the lawsuit is without merit and
intends to vigorously defend the claim.

eToys originally caused its lenders to deliver an aggregate of
$15 million in letters of credit to both secure eToys'
obligations under its lease with the company and also to secure
eToys' obligations to repay the company for certain leasing and
tenant improvement costs. eToys defaulted on its lease and other
obligations with the company in January of 2001 and subsequently
filed for bankruptcy in March of 2001.

Kilroy Realty Corporation, a member of the S&P Small Cap 600
Index, is a Southern California-based real estate investment
trust active in the office and industrial property sectors. For
more than 50 years, the company has owned, developed, acquired
and managed real estate assets primarily in the coastal regions
of California and Washington. Principal submarkets for KRC's
current development program include West Los Angeles, El Segundo
and coastal San Diego. At June 30, 2002, the company owned 7.6
million square feet of commercial office space and 5.1 million
square feet of industrial space. More information is available
at http://www.kilroyrealty.com


EXIDE: Gets Approval to Amend JA&A Services' Retention Terms
------------------------------------------------------------
Exide Technologies, and its debtor-affiliates sought and
obtained Court approval of an amendment to JA&A Services LLC's
retention terms regarding the calculation of performance fees.  

The performance fees that the Debtors agree to pay JA&A Services
will be:

-- $1,500,000 payable at the consummation date of a plan of
   reorganization;

-- $750,000 earned if the first quarter 2004 EBITDAR is equal to
   or greater than 90% of Plan.  $375,000 earned if the first
   quarter 2004 EBITDAR is equal to or greater than 80% but less
   than 90% of Plan.  No fee earned if first quarter EBITDAR is
   below 80% of Plan.  All fees will be payable upon
   consummation of a plan of reorganization; and

-- $750,000 payable at the consummation date of a plan of
   reorganization if the confirmation date of the plan is
   earlier than December 18, 2003.  If the Standstill Agreement
   is extended to a later date by holders holding at least 90%
   of the outstanding balance of the Prepetition Credit
   Agreement, the final payment date will be extended to that
   later date.

                         *   *   *

As previously reported, the Debtors asked to continue to retain
JA&A Services LLC as their restructuring consultants pursuant to
Sections 363 and 105 of the Bankruptcy Code and the Protocol
Agreement entered into with the United States Trustee for the
District of Delaware.

The Senior Management Services that JA&A will provide include
but are not limited to:

A. Lisa Donahue will serve as the Debtors' Chief Financial
   Officer and Chief Restructuring Officer with senior
   Management status working as a member of the Debtors' senior
   management team and reporting to the Debtors' chief executive
   officer;

B. ensure suitable productivity of the professionals who are
   assisting the Debtors in the reorganization process or who
   are working for one or more of the Debtors' stakeholders;

C. provide leadership to the financial function including
   assisting the Debtors in strengthening the core competencies
   of the Debtors' finance organization;

D. oversee development of an operating business plan to be used
   in managing the Debtors for the current year as well as for
   future years, which will be used in developing a Plan of
   Reorganization;

E. Assist in developing and implementing cash management
   strategies, tactics and processes. Work with the Company's
   treasury department and other professionals and coordinate
   the activities of the representatives of other constituencies
   in the cash management process.

F. manage financial performance in conformity with the Debtors'
   business plan;

G. prepare the regular reports required by the Court and
   information customarily issued by the Debtors' chief
   financial officer;

H. analyze and implement financing issues in conjunction with
   the Plan of Reorganization or which arise from the Debtors'
   financing sources outside the United States;

I. assist in developing the Debtors' Plan of Reorganization;

J. providing expert testimony, as requested; and

K. providing such other restructuring and advisory services as
   are customarily provided in connection with the analysis and
   negotiation of a Restructuring, as requested and mutually
   agreed upon by the Debtors and JA&A Services. (Exide
   Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


FANSTEEL: Delaware Court Fixes Sept. 23, 2002 Claims Bar Date
-------------------------------------------------------------
By Order of the United States Bankruptcy Court for the District
of Delaware, September 23, 2002, is set as the Claims Bar Date
for creditors of Fansteel Inc., and its debtor-affiliates, to
file their proofs of claims or be forever barred from asserting
that claim.

All proofs of claim must be received before 4:00 p.m. on the
Claims Bar Date.  If sent by U.S. Mail, claims must be addressed
to:

      Bankruptcy Management Corporation
      Attn: Fansteel Claims Agent
      P.O. Box 1059
      El Segundo, California 90245-1059
     
If sent by hand or courier, to:

      Bankruptcy Management Corporation
      Attn: Fansteel Claims Agent
      1330 East Franklin Avenue
      El Segundo, California 90245
       
The order does not establish a deadline for parties holding
equity security interests to do anything at this time if their
connection with the Debtors is only as equity security holder.

Fansteel is a specialty metal manufacturer of engineered metal
components and tungsten carbide products. The company, along
with its debtor-affiliates, filed for Chapter 11 protection on
January 15, 2002.  Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young & Jones represents the debtors in its restructuring
efforts.  When Fansteel filed for protection from its creditors,
it listed total assets of $64 million and liabilities of about
$91 million.

  
FEDERAL-MOGUL: Leasing 225 Additional Vehicles from GE Capital
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates seek the
Court's authority to lease another 225 vehicles, on an annual
basis, from Gelco Corporation, doing business as GE Capital
Fleet Services.  This is in accordance with the terms of the
Postpetition Master Vehicle Lease Agreement and related
agreements as approved by the Court on February 26, 2002.  The
Debtors currently lease 125 vehicles from GE Capital.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, PC, in Wilmington, Delaware, tells the Court that the
Debtors anticipate that it will be necessary for them to lease
225 new vehicles for their business operations within the United
States.  The new vehicles will be used to accommodate the
various U.S. Debtors' expected transportation needs and replace
older units that are currently in use.

Mr. O'Neill informs the Court that the Master Vehicle Lease
Agreement constitutes a single lease for all vehicles covered.
It is a true lease.  The Master Vehicle Lease Agreement
basically provides that:

(a) the Debtors will lease vehicles from GE Capital by placing a
    Non-cancelable vehicle order;

(b) the minimum term for the lease of a vehicle is 367 days,
    after which time the lease term may be renewed monthly;

(c) the Debtors will pay rental charges for the vehicles in
    accordance with a pre-determined rental schedule; and

(d) the Debtors will provide for insurance for the use,
    operation and possession of each vehicle.

In connection with the Master Vehicle Lease Agreements, the
Debtors entered into two related Agreements:

(a) Master Services Agreement, pursuant to which GE Capital will
    deliver certain services relating to the Master Vehicle
    Lease Agreement; and

(b) Accident Management Agreement, pursuant to which GE Capital
    will deliver certain services relating to accidents    
    involving vehicles.

The Debtors believe that the leasing of additional vehicles
pursuant to the Master Vehicle Lease Agreement is in the
ordinary course of business.  Accordingly, the Debtors seek the
Court's authority to lease the vehicles out of an abundance of
caution.

Mr. O'Neill contends that the Debtors' proposed execution of the
Master Vehicle Lease Agreement and the related agreements is
justified.  The use of a fleet of cars and light trucks is
necessary to the ongoing operation of the Debtors' business.  In
addition, the Debtors have compared the cost of leasing a fleet
of vehicles for their employees or reimbursing their employees
for the use of their own vehicles.  The Debtors have determined
that it is more cost efficient to provide vehicles to those
employees who regularly travel substantial distances in making
calls on the Debtors' customers.

Mr. O'Neill further relates that the Debtors contacted four or
five major companies involved in the automobile leasing
business. Based on the terms and rates that were offered, the
Debtors concluded that GE Capital offered the most economical
terms for leasing these vehicles.  The Debtors anticipate that
the annual cost to lease the 225 vehicles will be $1,080,000.
(Federal-Mogul Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


FLORSHEIM GROUP: Pres. & CEO Peter Corritori & 7 Officers Resign
----------------------------------------------------------------
On August 7, 2002, Florsheim Group Inc., changed the name of the
Company to FGI Group Inc. as required in the Asset Purchase
Agreement with Weyco Group, Inc. dated March 4, 2002.

On August 7, 2002, eight of Florsheim's executives resigned:

    Peter P. Corritori Jr.     President and
                               Chief Executive Officer

    Thomas P. Polke            Executive Vice President,
                               Chief Financial Officer

    F. Terrence Blanchard      Vice President, Finance,
                               Chief Accounting Officer

    Ernie Florio               Vice President, Product
                               Development and Sourcing

    Gino Giombetti             Vice President, Operations

    Thomas W. Joseph           Executive Vice President,
                               President International Division,
                               President Retail

    Mark R. Medici             Senior-Vice President,
                               National Sales Manager

    Larry Solomon              Secretary

F. Terrence Blanchard was elected to the offices of President,
Chief Financial Officer and Secretary of the Corporation on the
same date.

On August 7, 2002, Robert Falk, Michael Gross, John Kissick,
Robert Mariano, Ronald Mueller and Michael Weiner resigned from
the Company's Board of Directors.  Following the resignation of
the above directors, the then remaining directors elected to
reduce the number of directors that constitutes the Board from
ten to three. The three remaining directors are Peter Corritori,
Bernard Attal and Joshua J. Harris.

Florsheim Group Inc., designs, markets and sources a diverse and
extensive range of products in the middle to upper price range
of the men's quality footwear market.  Florsheim distributes its
products in more than 6,000 department and specialty store
locations worldwide, through approximately 219 company-operated
specialty and outlet stores and 43 licensed stores worldwide.
The company filed for Chapter 11 protection on March 4, 2002.
Steven B Towbin, Esq., at D'Ancona & Pflaum represents the
Debtors.


FOSTER WHEELER: Refinancing Pacts Spur S&P to Cut Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foster Wheeler Ltd., to single-'B' from single-'B'-
plus and removed the rating from CreditWatch following the
company's announcement that it has reached agreement with its
senior bank lenders, leasing, and account receivable
securitization lenders on amended or new financing arrangements.

At the same time, Standard & Poor's withdrew its rating on the
company's $270 million revolving credit facility, which was
terminated. Additionally, Standard & Poor's assigned its double-
'B'-minus senior secured rating to Foster Wheeler's $71 million
term loan A, its single-'B'-plus senior secured rating to its
$149.9 million letter of credit facility, and its single-'B'
senior secured rating to its $68 million revolving credit
facility. Foster Wheeler is a leading engineering and
construction firm. At June 28, 2002, total debt on the balance
sheet was about $1.1 billion. The outlook is now negative.

"Although successful resolution of the financings was factored
into the previous ratings, liquidity is still modest relative to
the geographic and project scope of the company," said
Standard & Poor's credit analyst Joel Levington. "In addition,
debt leverage, even with potential asset sales, will be very
aggressive for an extended period of time."

At the same time, Standard & Poor's has heightened concerns that
the protracted lender negotiations (which had been in progress
since January 2002) may have eroded customer confidence, which
could affect backlog and new awards for the next several
quarters until clients are comfortable that the firm has
stabilized its operations and financial position. New awards may
be particularly challenging in the firm's energy equipment
group, given its exposure to the rapidly declining North
American power construction sector; the large cost overruns the
group experienced over the recent past; and its focus on fixed-
priced contracts, which typically include advanced payments from
customers.

Should the company fail to improve liquidity through assets
sales, or should new awards prove more challenging to obtain
than previously expected, the ratings could be lowered in the
near term.


GALEY & LORD: Panel Signs-Up Stroock to Replace Dewey Ballantine
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Galey & Lord, Inc., sought and
obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to retain Stroock & Stroock &
Lavan LLP, as counsel, to replace Dewey Ballantine LLP.

The Court approved Dewey Ballantine's retention to represent the
Committee in these cases.  Michael J. Sage, Esq., was the
partner at Dewey Ballantine with the primary responsibility for
the representation of the Committee.  On June 26, 2002, Mr. Sage
withdrew as a member of Dewey Ballantine and became a member of
Stroock.  Other attorneys at Dewey Ballantine with significant
responsibility for the representation of the Committee have also
joined Mr. Sage at Stroock.

Due to the specific knowledge and experience Mr. Sage and his
colleagues have obtained in G&L's Chapter 11 Cases, it would be
in the best interests of the Committee and the Debtors' estates
to have him continue his representation of the Committee.

The Committee will look to Stroock to:

     a. assist, advise and represent the Committee with respect
        to the administration of these cases, as well as issues
        arising from or impacting the Debtors, the Committee or
        the Chapter 11 Cases;

     b. provide all necessary legal advise with respect to the
        Committee's powers and duties;

     c. assist the Committee in maximizing the value of the
        Debtors' assets for the benefit of all creditors;

     d. pursue confirmation of a plan of reorganization;

     e. investigate, as the Committee deems appropriate, among
        other things, the assets, liabilities, financial
        condition and operations of the Debtors;

     f. commence and prosecute necessary and appropriate actions
        and/or proceedings on behalf of the Committee that may
        be relevant to these cases;

     g. review, analyze or prepare, on behalf of the Committee,
        all necessary applications, motions, answers, orders,
        reports, schedules and pother legal papers;

     h. communicate with the Committee's constituents and others
        as the Committee may consider desirable in furtherance
        of its responsibilities;

     i. appear in court to represent the interests of the
        Committee;

     j. confer with professional advisors retained by the
        Committee so as to more properly advise the Committee;

     k. advise the Committee with respect to local practices and
        procedures as well as the rules of the Southern District
        of New York; and

     l. perform all other necessary legal services.

Stroock will seek compensation from the Debtors' estates at its
customary hourly rates:

          Partners                      $450 to $750 per hour
          Associates               
          (including Special Counsel)   $185 to $550 per hour
          Legal Assistants/Aides        $65 to $210 per hour

G&L, a leading global manufacturer of textiles for sportswear,
including cotton casuals, denim, and corduroy, and is a major
international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates.  When the Company filed for protection from its
creditors, it listed $694,362,000 in total assets and
$715,093,000 in total debts.

DebtTraders reports that Galey & Lord Inc.'s 9.125% bonds due
2008 (GYLD08USR1) are trading between 14 and 15.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GYLD08USR1
for more real-time bond pricing.  


GENOIL INC: Working Capital Deficit Reaches $3.2MM at June 30
-------------------------------------------------------------
Genoil Inc., (TSX Venture:GNO) is advancing toward
commercialization of its heavy oil upgrading process. Aided by
the positive outcomes of both the standard and catalytic test
runs of its Heavy Oil Pilot Upgrader at Kerrobert, Saskatchewan,
management is currently negotiating with a small American
refinery to apply its upgrading technology to increase its
output by one thousand barrels of oil per day. Initial feedback
is encouraging.

     --  Capital stock provides $37,437 in cash.

     --  Second quarter financial results show loss of $655,404.

     --  Third quarter loss should be substantially reduced.

     --  Genoil proposes to fund near term cash requirements by           
         capital offerings.

       Management's Discussion And Analysis Of Operations
                     And Financial Position

Management's discussion and analysis is intended to be read in
conjunction with the Company's unaudited interim consolidated
financial statements for the three and six months ended June 30,
2002 and the audited financial statements and MD&A for the year
ended December 31, 2001.

                   Business Of The Corporation

Genoil is actively involved in the development and commercial
applications of its proprietary heavy oil upgrading technology.
The pilot upgrader has progressed through the development stage
and the costs of commercialization are expensed and testing
revenues recorded.

                 Liquidity And Capital Resources

The Company's cash flow from operations for the six-month period
was negative $1,191,502 or $(0.01) per share and is expected to
be negative in the near term.

Genoil proposes to fund its future capital expenditures and debt
repayment from capital stock offerings.

The majority of Genoil's capital expenditures are of a
discretionary nature and future expenditures can be altered, if
capital is not available on acceptable terms.

                    Risks And Uncertainties

Genoil has not earned profits to date and there is no assurance
that it will earn profits in the future, or that profitability,
if achieved, will be sustained. The commercialization of the
Company's technologies requires financial resources and there is
no assurance that capital infusions or future revenues will be
sufficient to generate the funds required to continue Genoil's
business development and marketing activities. If Genoil does
not have sufficient capital to fund its operations, it may be
required to forego certain business opportunities or discontinue
operations entirely.

                          Operations

During the six months ending June 30, 2002, the Company focused
its efforts on the further development of its hydrogen
technology, securing a commercial application for its heavy oil
upgrading technology and raising capital to fund its near term
operations by way of capital stock private placements.

Development costs relating to the Company's technologies,
classified as Upgrader operations, were $214,329.

Administration expenses of $871,875 were incurred on continuing
operations, as opposed to $470,043 during the first half 2001.

Interest expense of $105,298 was recorded in 2002, an increase
of $27,045 over the comparable 2001 figure of $78,253. The
interest rate of the Conoco Canada Limited note payable was
altered and the instrument was outstanding for the entire
calendar period during 2002.

Depreciation and amortization charges of $369,212 were recorded
while depreciation was charged for only the second quarter in
2001.

On January 29, 2002, Genoil announced the acquisition of
Hydrogen Solutions Inc. for a purchase price of 10.5 million
common shares of Genoil and a 40% royalty based on net operating
income relating to hydrogen production. The acquired company has
the exclusive rights, for specific applications, to a unique
process for the production of hydrogen from water called
Gravitational Electrolysis. The process, if proven, has the
potential to drastically reduce the cost of conventional methods
of hydrogen production.

During March 2002, Genoil purchased patent rights for a three-
phase oil water separator and an existing commercial unit for
700,000 common shares of Genoil at a deemed price of 22 cents
per share.

                         Cash Flows

For the 2002 period, cash used in operations was $1,191,502,
while in 2001 cash used by operations was $759,584. The major
difference between the two periods was the consequence of the
one-time recovery of a previous impairment during 2001.

Operations for 2002 were funded by private placement offerings
and the exercise of stock options, while a secured loan in the
amount of $2.3 million from Genoil's partner in the Upgrader
Testing Protocol Agreement and private placements provided funds
in 2001.

Cash recovered from investments in capital assets was $17,249 as
opposed to the 2001 use figure of $421,690. In accordance with
accounting policy, additions to the Upgrader are now expensed.
During 2001, Genoil made a payment of $2,000,000 to the Receiver
of CE3 Technologies Inc. to ensure possession of the pilot
upgrader, associated and other intellectual property, which
amount was added to technology rights.

                           Outlook

The Company believes that the progress towards commercialization
of its technologies will result in providing the capital
necessary to emerge from its historical financial predicament
and attain profitable operations.

At June 30, 2002, the Company's balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $3.2 million.

Genoil Inc., is incorporated under the Canada Business
Corporations Act and is a technology development company in the
oil and gas industry.

Going concern:

The Corporation has incurred significant operating losses, has a
significant working capital deficiency at June 30, 2002,
including certain payables which are overdue and $2,300,000 of
notes payable due in December 2002. The future of the
Corporation is dependent upon the actions of its creditors and
the Corporation's ability to raise sufficient funds, by equity
issues and other means, to pay its liabilities, and to fund
capital expenditures for the commercial application of the
upgrader technology. These financial statements are prepared on
the basis that the Corporation will continue to operate
throughout the next fiscal period as a going concern. A failure
to continue as a going concern would then require that stated
amounts of assets and liabilities be reflected on a liquidation
basis which could differ from the going concern basis.

Pilot upgrader:

At June 30, 2002 the pilot upgrader costs are net of accumulated
depreciation of $434,827 (December 31, 2001 - $286,959).

At June 30, 2002 the pilot upgrader was idle. The Corporation is
currently attempting to finalize the terms of a proposed
commercial application of its upgrader technology. As a result,
recovery of the upgrader and certain related patents and
technology rights costs is uncertain. Recovery of these costs
depends on achieving the proposed commercial application and
ultimately attaining profitable operations.

Patents and technology rights:

At June 30, 2002 the patents and technology rights costs are net
of accumulated amortization of $95,510 (December 31, 2001 -
$63,906) and $487,517 (December 31, 2001 - $303,344),
respectively.

The patents include fluid gas integration, crude oil and bitumen
treatment and oil water separation. These patents expire from
2019 to 2021.

The Corporation has the exclusive rights to the Americas (North,
South and Central) and the Caribbean Islands for oil-water
separation technology. The term of these rights ranges from 5 to
10 years, depending on the country.

The recovery of these costs will depend upon attaining
commercial applications and profitable operations.

Due from St. Genevieve:

In 1997 the Corporation pledged $6.4 million as security against
a line of credit in favor of a wholly owned subsidiary of St.
Genevieve Resources Ltd. The bank guarantee was drawn upon and
the funds pledged in support of the guarantee were withdrawn. In
December 1997 the Court appointed a receiver of St. Genevieve
and the Corporation agreed to accept a payment of $5,600,000
from St. Genevieve as full settlement of the balance due. Due to
the uncertainty of collection, an impairment allowance for the
entire amount was taken.

In 2001 the Corporation realized $400,000 as full settlement of
the note by the sale of shares and notes that were held as
security for the payment of the note.

Related party transactions:

In 2002 a director and officer and an employee advanced the
Corporation $98 (2001 - $6,416).

In 2002 and 2001 a company controlled by an officer and director
provided technical and administrative services to the
Corporation. No fees were charged for these services.


GILAT SATELLITE: Signs-Up Miller Buckfire as Financial Advisor
--------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide
leader in satellite networking technology, has retained Miller
Buckfire Lewis & Co., LLC, the former restructuring group of
Dresdner Kleinwort Wasserstein Inc., to act as its financial
advisor in connection with the restructuring of its outstanding
debt obligations.

Gilat understands that holders of a significant portion of the
company's  US$350 million (face value), 4.25% Convertible
Subordinated Notes due in 2005 have retained:

     * Itzhak Swary Ltd. as their financial advisor and

     * Zellermayer, Pelossof & Co., as legal counsel.

Gilat and MBLCo intend to commence discussions with Swary and
the ad hoc bondholder committee -- and with certain of the
Company's other creditors -- in order to expeditiously conclude
a restructuring of its debt.

Gilat and MBLCo expects that an ad hoc committee of holders of
the Notes will be formed shortly and, therefore, urges holders
of the Notes who have not yet contacted an advisor to contact
Prof. Itzhak Swary or Ran Ben-Or at Swary in Tel Aviv at
+972-3-5652255 or itzhak@swary.co.il or ranb@swary.co.il.

Alternatively, please contact James Doak at MBLCo in New York at
212-895-1829 or james.doak@mblco.com; or Ronen Bojmel at
212-969-2627 or ronen.bojmel@drkw.com

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal satellite network technology - with nearly 400,000
VSATs shipped worldwide. Gilat markets the Skystar Advantage,
DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster (marketed in
the United States by StarBand Communications Inc., under its own
brand name) 360 VSAT products in more than 70 countries around
the world. The Company provides satellite-based, end-to-end
enterprise networking and rural telephony solutions to customers
across six continents, and markets interactive broadband data
services. The Company is a joint venture partner in SATLYNX, a
provider of two-way satellite broadband services in Europe, with
SES GLOBAL and, following the execution of a definitive
agreement and regulatory approval, Alcatel Space and SkyBridge,
subsidiaries of Alcatel. Skystar Advantage(R), Skystar 360(TM),
DialAw@y IP(TM) and FaraWay(TM) are trademarks or registered
trademarks of Gilat Satellite Networks Ltd., or its
subsidiaries. Visit Gilat at http://www.gilat.com  


GLOBAL CROSSING: Wants Nod to Enter Settlement Pact with Juniper
----------------------------------------------------------------
Pursuant to purchase orders for various products and services
entered into between Juniper Networks Inc. and Global Crossing
Ltd., Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP in
New York, explains, Juniper provides the Debtors with routers,
software and maintenance on an ongoing basis throughout the
world, enabling the Debtors to aggregate customer connections
and provide a worldwide solution for its core IP network.  
Juniper is regarded as a strategic vendor going forward for the
Debtors' worldwide IP/Virtual Private Network.

Juniper asserts claims against the Debtors for $5,200,000 in the
aggregate arising under certain Purchase Orders, including
administrative expense claims and claims having priority or
preference against certain non-Debtor affiliates.  The Debtors
dispute the existence, amount, extent and priority of Juniper's
claims.

The salient terms of the Juniper Settlement Agreement are:

A. Parties:  Global Crossing Ltd.; GC Pan European Crossing
   Holdings B.V.; and Juniper Networks;

B. Payments by GCPEC to Juniper:  $1,008,268.99 to be paid
   according to this schedule:

   -- $250,000 within 10 business days of the Effective Date;

   -- $150,000 within the later of 10 business days of the
      Effective Date and August 15, 2002;

   -- $392,190 by November 15, 2002 and

   -- $216,078.99 by February 15, 2003;

C. Allowed General Unsecured Claim:  Juniper will have a single
   allowed general unsecured claim in an aggregate amount not to
   exceed $4,241,621.44 against GC Pan European Crossing;

D. Global Crossing Release:  As of the Effective Date, the
   Debtors will release Juniper from all claims relating to the
   Purchase Orders;

E. Juniper Release:  As of the Effective Date, Juniper will
   release the Debtors from all any and claims, other than
   certain limited exceptions; and

F. Assumption of Executory Contracts:  The Debtors will assume
   the Purchase Orders, as provided in the Juniper Settlement
   Agreement, provided that no payments will be required in
   connection with the assumption. (Global Crossing Bankruptcy
   News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


GLOBAL CROSSING: Conferencing Limited Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Global Crossing Conferencing Limited
        38 Cadogan Street
        Glasgow G2 7AX
        Scotland

Bankruptcy Case No.: 02-14274

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Compunetix Inc.            Trade Debt                 $216,645

Cable And Wireless         Trade Debt                  $46,037

Telia UK                   Trade Debt                  $41,972

Avaya                      Trade Debt                  $36,353

BT Business Communications Trade Debt                   $4,092

Securitas Guarding         Trade Debt                   $3,344
Services

Colt                       Trade Debt                   $2,899

MSB International          Trade Debt                   $2,056

Tay Associates Ltd.        Trade Debt                   $1,772

Fiona Shipley              Trade Debt                   $1,442

ABC PLC                    Trade Debt                     $436

Hungrys                    Trade Debt                     $393

Russell Jackson            Trade Debt                     $360
Services Ltd.

Telewest Business          Trade Debt                     $249

Glasgow Removals           Trade Debt                     $206

DH Morris Group/WC Martin  Trade Debt                     $103
& Co.

Moves                      Trade Debt                      $14


GLOBAL CROSSING: Europe Limited Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Global Crossing Europe Limited
        Centennium House
        100 Lower Thames Street
        London EC3R 6DL
        U.K.

Bankruptcy Case No.: 02-14290

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Primus Telecommunications  Trade Debt                 $720,584
GmbH
Landshuter Allee 12-14
B0637 Munchen, Germany
Tel. 49(0)89 726550

Interoute                  Trade Debt                 $665,973
12, Avenue des Morgines
Petit-Lancy 1213
Switzerland
Tel. 0800 450 450

MCI WorldCom               Trade Debt                 $633,102
Deutschland GmbH
PO Box 190409
Germany

Telia                      Trade Debt                 $539,925
76 Boulevard Haussmann
75008 Paris
France
Tel. 153048860

T Systems                  Trade Debt                 $459,054
Caldecotte Lake Drive
Milton Keynes MK7 8LE
Great Britain
Tel. 44(1908) 279500

France Telecom             Trade Debt                 $443,985
Rue Auguste Comte BP 48
92174 Vanves Cedex
France

Colt                       Trade Debt                 $234,435

Asticus                    Trade Debt                 $171,804

Allen and Overy            Trade Debt                 $156,908

Completel                  Trade Debt                  $99,858

Deutsche Telekom           Trade Debt                  $84,507

Teleglobe                  Trade Debt                  $80,954

Freshfields Bruckhaus      Trade Debt                  $71,808
Deringer

Esidontel                  Trade Debt                  $65,217

RSLCOM Sweden AB           Trade Debt                  $52,487

Telelekom Austria          Trade Debt                  $38,365

SER System Ltd.            Trade Debt                  $28,440

The American Community     Trade Debt                  $24,917
School Ltd.

W.R. Beck Residential      Trade Debt                  $24,448
Lettings

TMP Worldwide              Trade Debt                  $19,994


GLOBAL CROSSING: GC Hungary Holdings' Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: GC Hungary Holdings Vagyonkezelo Karlatolt Feleossegu
        Tarsasag
        Vaci ut 35
        Budapest 1134, Hungary
        fka English Name: GC Hungary Holdings Property
            Management LLC

Bankruptcy Case No.: 02-14271

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


GLOBAL CROSSING: GC Network Case Summary & 20 Largest Creditors
---------------------------------------------------------------
Debtor: Global Crossing Network Center (UK) Ltd.
        East India House
        240 East India Dock Road
        London E14 9YY
        UK
        fka Strawfeet, Ltd.

Bankruptcy Case No.: 02-14269

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Lucent                     Trade Debt               $8,590,453
The Southwood Crescent
Southwood GU14 0NR
Great Britain

Global Switch              Trade Debt               $3,017,574
50-53 Caver Street
Birmingham B1 3AS
Great Britain
Tel. 1-212-33-0110

Concert                    Trade Debt               $2,555,282
5th Floor Ambassador House
2 White Kennet Street
London E1 7BS
Great Britain
Tel. 2079508356

Alcatel                    Trade Debt                 $977,882
Christchurch Way
Greenwich, London SE10 0AG
Great Britain

Cisco                      Trade Debt                 $600,580
Hullenbergweg 85
Amsterdam 1101 CL
Netherlands
Tel. 31(0)20-5916000

AT&T                       Trade Debt                 $519,714
PO Box 224
Camberley, Surrey GU15
3GZ Great Britain

Millennium Alliance Ltd.   Trade Debt                 $454,049
213-10 86th Avenue
Hollis Hills, NY 11427

BT                         Trade Debt                 $137,241

GE Smallworld              Trade Debt                 $125,622

Roth Brothers Inc.         Trade Debt                 $119,800

London Electricity         Trade Debt                 $118,423

Plexus                     Trade Debt                 $118,180

Tyco                       Trade Debt                  $87,416

The Prosper Group          Trade Debt                  $83,226

Sonus Networks             Trade Debt                  $81,756

Tekelec                    Trade Debt                  $74,602

Sun Microsystems           Trade Debt                  $68,000

Dave Oliver Hydrographic   Trade Debt                  $67,661
Services

Close Brothers             Trade Debt                  $56,132

Nortel                     Trade Debt                  $54,925


GLOBAL CROSSING: GC SAC Argentina Chapter 11 Case Summary
---------------------------------------------------------
Debtor: GC SAC Argentina S.R.L.
        Elvira Rawson de Dellepiane 150, 10th Floor
        Buenos Aires Argentina

Bankruptcy Case No.: 02-14287

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Lucent                     Trade Debt             $23,752,222
55 Esmeralda, 1035
Capital, Argentina 1000
Tel. 54-11-4340-6357

Alcatel                    Trade Debt             $17,034,174
72 Avenue De La Liberte
Nanterre. France 92723
Tel. 33-(0)1555 15151

Impsat SA                  Trade Debt              $3,302,257
256 Pareja
Capital Federal,
Argentina 1107
Tel. 54-11-4229-6000

Comsat                     Trade Debt                $967,463
Carlos Pellegrini 1363
Piso 6
Buenos Aires, Argentina
C1011AAA

Juniper                    Trade Debt                $122,019

Anritsu Anritsu            Trade Debt                 $84,384

Metrored                   Trade Debt                 $60,568
Telecomunicaciones SRL

Estudio Ortiz &            Trade Debt                 $53,056
Asociados S.A.

Segrup Argentina SRL       Trade Debt                 $52,699

Application Software S A   Trade Debt                 $46,478

Sisten SA                  Trade Debt                 $44,646

TYCO                       Trade Debt                 $42,939

Corning                    Trade Debt                 $40,952

Pistrelli, Diaz y          Trade Debt                 $23,543
Asociados

CV SRL                     Trade Debt                 $13,026

Techint Compania           Trade Debt                 $12,617
Tecnica Internaci

American Poliwater         Trade Debt                 $12,299
Corporation

Acterna                    Trade Debt                  $7,848

Telecom Arg. Stet          Trade Debt                  $7,737
France Telecom S

PricewaterhouseCoopers     Trade Debt                  $4,640


GLOBAL CROSSING: GT Netherlands B.V. Chapter 11 Case Summary
------------------------------------------------------------
Debtor: GT Netherlands B.V.
        P.O. Box 33
        Hilversum 1200AA
        Netherland

Bankruptcy Case No.: 02-14284

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 7 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
KPN                        Trade Debt             $510,721
Handelsregister
PO Box 3053
Amersfoort 3800 DB
Netherlands
Tel. 030 658 83 14

Tycom US Inc.              Trade Debt             $365,787
Mellon Bank Centre
Pittsburgh, PA 15259
United States

Nortel                     Trade Debt             $311,985
Siriusdreef 42-72
Hoofddorp 2130 GE
Netherlands
Tel. 0031-23-5673206

De Vos BV                  Trade Debt                 $648

Corporate Express          Trade Debt                 $176

Deutsche Telekom           Trade Debt                   -

Lucent                     Trade Debt                   -


GLOBAL CROSSING: Intellectual Property Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Global Crossing Intellectual Property Ltd.
        Wessex House, 1st floor
        45 Reid Street
        Hamilton HM12
        Bermuda

Bankruptcy Case No.: 02-14275

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: Intermediate UK Holdings Chap. 11 Case Summary
---------------------------------------------------------------
Debtor: Global Crossing Intermediate UK Holdings Limited
        Centennium House
        100 Lower Thames Street
        London EC3R 6DL
        UK
        fka Trushelfco (No. 2544) Limited

Bankruptcy Case No.: 02-14276

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: Ireland Limited Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Global Crossing Ireland Limited
        Fourth Floor
        The Sweepstakes Centre No. 3
        Ballsbridge Dublin 4
        Ireland
        fka Danbytec Limited

Bankruptcy Case No.: 02-14277

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Alcatel                    Trade Debt               $3,439,499
72, Avenue de la Liberte
92723 Nanterre Cedex
France
Tel. 33-(0)155515151

KPN                        Trade Debt               $2,415,941
PO Box 16446
The Hague 2500 BK
Netherlands
Tel. 31 70 343 43 43

Lucent                     Trade Debt                 $744,044
800 North Point Parkway
Alpharetta, GA 30005
United States
Tel. 770-750-5662

Qwest Wholesale Services   Trade Debt                 $405,421
Denver, CO 80202
United States
Tel. 303-992-5076

Nortel                     Trade Debt                 $395,950
Oakleigh Road South New
Southg
London N11 1HB
Great Britain
Tel. 020 8945 4000

MK International           Trade Debt                 $258,451
1 East Poultry Avenue, 1st
Floor
London EC1A 9PT
Great Britain

Waterland                  Trade Debt                 $252,068

Palmer Mccormack           Trade Debt                 $202,234

Esat Telecom Ltd.          Trade Debt                 $182,327

Eirpac                     Trade Debt                  $92,629

Gasline GmbH and Co.       Trade Debt                  $76,832

Dublin Corporation         Trade Debt                  $53,848

Protec Fire Detection Pic                              $35,021

William Fry Solicitors     Trade Debt                  $20,219

Memorex Telex Comms        Trade Debt                  $19,998

Mason, Hayes & Curran      Trade Debt                   $9,018

Broadband                  Trade Debt                   $9,000

MCI                        Trade Debt                   $6,829

Landis Public Networks     Trade Debt                   $6,076

Telecity                   Trade Debt                   $4,473


GLOBAL CROSSING: IXnet EMEA Holdings Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Global Crossing IXnet EMEA Holdings Limited
        Centennium House
        100 Lower Thames Street
        London EC3R 6DL
        U.K.

Bankruptcy Case No.: 02-14285

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: IXnet UK Limited Chapter 11 Case Summary
---------------------------------------------------------
Debtor: IXnet UK Limited
        63 Queen Victoria Street
        London EC4N 4ST
        U.K.

Bankruptcy Case No.: 02-14281

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Swift                      Trade Debt             $4,140,769
Avenue Adele
La Hulp 1310
Belgium
Tel. 0032 2 655 31 11

Garban Intercapital        Trade Debt             $3,668,545
16 Finsbury Circu
Park House
London EC2M 7U
Great Britain
Tel. 1-020 7638 7592

Equant                     Trade Debt             $1,735,612
Mattiellstrase 2-4
Wein 1040
Austria
Tel. 1-01 512 06 66

Greenwich                  Trade Debt             $1,507,904
Technology Partners
Harvest Cresent/Ancells Bus
Pk, Rusint House
Fleet Hampshire
GU51 2SD
Great Britain
Tel. 01252 620260

MCI                        Trade Debt             $1,051,709
Hardturmstrasse 181-18
Zurich 8005
Switzerland

Cable And Wireless         Trade Debt               $868,776
Celtic Avenu,
Milton Keynes MK13 8L
Great Britain
Tel. 1-01908 845740

Colt                       Trade Debt               $454,542
10 Rue Du Planeu
The Blue Star Building
Brussels 1130
Belgium
Tel. 1-322790 1616

Ebone Broadband            Trade Debt               $415,124
Services Ltd.
2 Custom House Plaza,
Harbourmaster Place
Dublin 1
Ireland
Tel. 100353 1 670 16

Sprint                     Trade Debt               $362,374
P.O. Box 530503
Atlanta, GA 30353-0503
United States

Alcatel                    Trade Debt               $360,223
Oldra Woods
Newport Gwent NP6 1JB
Great Britain
Tel. 01633 413600

Interoute                  Trade Debt               $237,813
Telecomunicazioni

Deutsche Telekom           Trade Debt               $196,805

Telia UK Ltd.              Trade Debt               $168,250

Worldcom AB                Trade Debt               $138,995

Timeplex Group             Trade Debt               $136,804

Kingston                   Trade Debt                $83,744
Communications PLC

Certacom Limited           Trade Debt                $70,779

IPC Information Systems    Trade Debt                $70,284

Securitas                  Trade Debt                $67,137

Nask                       Trade Debt                $62,624


GLOBAL CROSSING: Mid-Atlantic Holdings UK Chap. 11 Case Summary
---------------------------------------------------------------
Debtor: Mid-Atlantic Crossing Holdings UK Ltd.
        Centennium House
        100 Lower Thames Street
        London EC3R 6DL
        U.K.

Bankruptcy Case No.: 02-14282

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: PAC Panama Chapter 11 Case Summary & Creditors
---------------------------------------------------------------
Debtor: PAC Panama Ltd.
        Wessex House, 1st Floor
        45 Reid Street
        Hamilton HM12
        Bermuda

Bankruptcy Case No.: 02-14283

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
SI Isthmus Crossing        Trade Debt               $8,760,000
Edificio Afra
Piso 8, Av. SA
Ciudad Panama

TYCO                       Trade Debt               $2,584,787
Mellon Bank Center
Pittsburgh, PA 15259
United States

ALCATEL                    Trade Debt               $2,270,414
L'Octant - 4
Avenue Andre MA
Levallois-Perret Cedex
France 92309
Tel. 33 (0)1 41 49 86

Tycom US Inc.              Trade Debt               $1,578,439
Mellon Bank Center
Pittsburgh, PA 15259
United States

Juniper                    Trade Debt                 $478,360
385 Ravendale Drive
Mountain View, CA 94043
United States
Tel. 650-526-8000

Lucent                     Trade Debt                 $169,350

Techlink                   Trade Debt                 $112,800

Edemet                     Trade Debt                 $100,267

Anritsu                    Trade Debt                  $98,860

Autoridad Apartado         Trade Debt                  $80,818

Cable And Wireless         Trade Debt                  $60,000

Quality                    Trade Debt                  $20,726

Electra Apartado           Trade Debt                  $16,490

UPS                        Trade Debt                  $13,925

Westrex                    Trade Debt                   $9,900

Cardoze                    Trade Debt                   $3,654

Star                       Trade Debt                   $2,136

Cormar Logistics           Trade Debt                   $3,500
Panama S.A.

PriceWaterhouseCoopers     Trade Debt                   $1,423

Celmec SA                  Trade Debt                   $2,500


GLOBAL CROSSING: Pan European Crossing Case Summary
---------------------------------------------------
Debtor: GC Pan European Crossing Nederland B.V.
        Olympia 4 a/b
        Hilversum 1213 NT
        Netherland

Bankruptcy Case No.: 02-14272

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
KPN                        Trade Debt               $7,731,907
Postbus 58800
Amsterdam 1040 JA
Netherlands
Tel. 1212330110

Global Switch              Trade Debt               $4,405,002
Peel Place
50-53 Carver Street
Birmingham B1 3AS
Great Britain

Nortel                     Trade Debt               $4,370,900
Siriusdreef 42-72
Hoofddorp 2130 GE
Netherlands
Tel. 0031 30 6691555

Meijsen Groep BV           Trade Debt                 $535,451
Nijverheidsweg 9L
Nieuwegein 3433 NP
Netherlands
Tel. 0031 30 6691555

El Mundo bv                Trade Debt                 $528,314
Altenaweg 20a
Waalwijk 5145 PC
Netherlands
Tel. 31 416 674530

Cisco                      Trade Debt                 $500,955
Hullenbergweg 85
Amsterdam 1101 CL
Netherlands
Tel. 44 7703124351

Carrier1                   Trade Debt                 $331,063
Postbus 2027
Hoofddorp 2130 GE
Netherlands

MetroMedia                 Trade Debt                 $305,777
Boeing Avenue 271
Star Parc Schiphol-Rijk
1119 PD
Netherlands
Tel. 31 20 7506500

Stam & Co. Kommunikatiesystemen BV                    $296,316
Pascalstraat 17
Heerhugowaard 1704 RD
Netherlands
Tel. 0031 72 5762200

Juniper                    Trade Debt                 $223,245

Gemeente                   Trade Debt                 $216,034

Siemens                    Trade Debt                 $180,688

BT                         Trade Debt                 $174,328

Global Network Management  Trade Debt                 $142,858

Stichting                  Trade Debt                 $125,472
Buisleidingenstraat

MK International           Trade Debt                 $119,924

Lease Plan Nederland       Trade Debt                 $106,056

POL B.V.                   Trade Debt                  $77,665

TKB                        Trade Debt                  $77,549

Ruhrgas                    Trade Debt                  $76,262


GLOBAL CROSSING: Pan European UK Chapter 11 Case Summary
--------------------------------------------------------
Debtor: GC Pan European Crossing UK Limited
        Centenium House
        100 Lower Thames Street
        London EC3R 6DL
        U.K.
        fka Delphcrown Limited

Bankruptcy Case No.: 02-14268

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Lucent                     Trade Debt               $9,918,913
Larenseweg 50
PO Box 1168
Hilversum 1221 CN
Netherlands
Tel. 31-(0)356873111

Tekelec                    Trade Debt               $6,020,920
26580 West Agoura Road
Calabasas, CA 91302
United States
Tel. 1 818 880 5656

Nortel                     Trade Debt               $5,398,700
Oakleigh Road South New
Southg
London N11 1HB
Great Britain
Tel. 020 8945 4000

MK International           Trade Debt               $4,565,555
West Smithfields, 1st Floor
1 East Poultry Avenue
London EC1A 9PT
Great Britain
Tel. 0207 675 6400

Colt                       Trade Debt                 $765,458
Beaufort House
15st Botolph Street
London EC3A 7QN
Great Britain
Tel. 0044 171 3903961

Juniper                    Trade Debt                 $617,120
385 Ravendale Drive
Mountain View, CA 94043
United States
Tel. 1-650-526-8000

Cable & Wireless           Trade Debt                 $491,205
22 Ganton Street
London W1V 1LB
Great Britain
Tel. 0207 758 4000

Landis Public Networks     Trade Debt                 $351,166
Positronweg 12 19
PO Box 40393
Utrecht 3542 AZ
Netherlands
Tel. 31 030 2142600

Alcatel                    Trade Debt                 $277,473
72, avenue de la Liberte
92309 Levallois-Perret
Cedex
France
Tel. 33(0)155515151

Ruhrgas                    Trade Debt                 $201,361

McNicholas Ltd.            Trade Debt                 $120,401

Interserve Project         Trade Debt                 $117,907
Services Limited

Slough Estates Finance     Trade Debt                 $115,931
Plc.

Telehouse                  Trade Debt                 $110,362

IBM                        Trade Debt                  $59,137

ADC                        Trade Debt                  $55,412

Securitas                  Trade Debt                  $53,047

Predictive                 Trade Debt                  $48,208

SDA Security Design        Trade Debt                  $41,186
Associates Ltd.

Time Facilities            Trade Debt                  $39,861
Maintenance Ltd.


GLOBAL CROSSING: Portfolio Holdings Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Global Crossing Portfolio Holdings Ltd.
        Wessex House
        45 Reid Street
        Hamilton HM12
        Bermuda
        fka Global Crossing Landing Holdings Ltd.

Bankruptcy Case No.: 02-14286

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: SAC Brasil Chapter 11 Case Summary & Creditors
---------------------------------------------------------------
Debtor: SAC Brasil Ltda.
        Av. Dr. Dchcri Zaidan, 920
        9th floor, Suite 21A
        Sao Paola SP
        Brasil

Bankruptcy Case No.: 02-14288

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Alcatel                    Trade Debt              $16,640,981
72 Avenue De La Liberte
Nanterre 92723
France
Tel. 33-(0)155515151

Lucent                     Trade Debt               $8,731,006
Rodovia Cinira Fonseca
Oliveir s/n
Campinas SP
13097-660
France

Nortel                     Trade Debt               $1,704,517
1500 Concord Terrace
Sunrise, FL 33323-2815
United States

Pegasus Telecom SA         Trade Debt                $737,010
Av Rio Branco 01, cj
1610
Rio De Janeiro RJ
20090-003
Brazil

NCR                        Trade Debt                $555,935
Rua Da Figueira 649/4AN
649/4an
Sao Paulo SP 03003-000
Brazil

Juniper                    Trade Debt                $413,052
1194 N. Matilda Av
Sunnyvale CA
94089-1206
United States

Anritsu                    Trade Debt                $213,038

Siemens                    Trade Debt                $183,903

Schahin Engenharia Ltda    Trade Debt                $147,106

Roth Bros.                 Trade Debt                $119,800

Figwal Transportes         Trade Debt                $108,782
Internacion

ATT                        Trade Debt                 $82,549

Mattos Filho Veiiga        Trade Debt                 $81,456
Filho Advo

Cisco                      Trade Debt                 $66,178

PriceWaterhouseCoopers     Trade Debt                 $60,612

ITL Empreendimentos        Trade Debt                 $39,000
e Construcoes Ltda

Amtore                     Trade Debt                 $38,719

Agencia Nacional De        Trade Debt                 $28,900
Telecom

Arthur Anderson            Trade Debt                 $26,241

Fischer & Foster           Trade Debt                 $26,036
Advogados


GLOBAL CROSSING: SAC Colombia Case Summary & Unsec. Creditors
-------------------------------------------------------------
Debtor: SAC Colombia Ltda.
        Calle 72 No. 5-83 6th floor
        P.O. Box 12304
        Bogota, Colombia

Bankruptcy Case No.: 02-14289

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 13 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Interconexion Electrica    Trade Debt               $7,825,354
SA
Calle 12 Sur #18-
168Medellin, Colombia
Tel. 574-315-7396

PriceWaterhouseCoopers     Trade Debt                  $60,674

Jose Lloreda               Trade Debt                  $18,295
Camacho & Co. S.A.

Arbelaez, Jaime H          Trade Debt                   $7,402

Emintel                    Trade Debt                   $3,615

Andersen Legal Ltda        Trade Debt                   $2,145

Sanchez Castilla El        Trade Debt                   $1,865
Antojo SCS

Emcali-E.I.C.E E.S.P       Trade Debt                   $1,078
Cam.-Torre Emcali

Unitel                     Trade Debt                     $407

Omnitempus Ltda            Trade Debt                     $257

Holguines Trade Center     Trade Debt                     $143

Comsel S.A.                Trade Debt                     $111

Dicel S.A.                 Trade Debt                     $103


GLOBAL CROSSING: Services Europe Case Summary & 2 Creditors
-----------------------------------------------------------
Debtor: Global Crossing Services Europe Limited
        The Sweepstakes Centre No. 3, 4th floor
        Ballsbridge Dublin 4
        Ireland
        fka Farmfort Limited

Bankruptcy Case No.: 02-14278

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 2 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Eircom                     Trade Debt                   $51.98

Flagg Bermuda              Trade Debt                     -


GLOBAL CROSSING: Services Ireland Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Global Crossing Services Ireland Limited
        The Sweepstakes Centre No. 3, Fourth Flr
        Ballsbridge Dublin 4
        Ireland
        fka Finnsburg Limited

Bankruptcy Case No.: 02-14279

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: South American Crossing Chap. 11 Case Summary
--------------------------------------------------------------
Debtor: South American Crossing Ltd.
        Wessex House, 1st floor
        45 Reid Street
        Hamilton HM12
        Bermuda

Bankruptcy Case No.: 02-14270

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 5 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Alcatel                    Trade Debt              $57,421,660
72 Avenue De La Liberte
Nanterre 92723
France
Tel. 33-(0)155515151

Cisco                      Trade Debt                 $358,007
Department 1659
P.O. Box 61000
San Francisco, CA 94161
United States

Sonix Limited              Trade Debt                 $101,651

Dectra Corporation         Trade Debt                  $42,627

Manuel Nieto               Trade Debt                  $12,424


GLOBAL CROSSING: UK Holding Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: GC UK Holding Ltd.
        Centennium House
        100 Lower Thames Street
        London EC3R 6DL
        UK
        fka Aprilcove Limited

Bankruptcy Case No.: 02-14273

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GLOBAL CROSSING: Venezuela B.V. Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Global Crossing Venezuela B.V.
        P.O. Box 33
        Hilversum 1200 AA
        Netherland
        fka PAC Landing B.V.
        fka Pan American Crossing Landing B.V.
        fka PAC Landing B.V.
        fka Pan American Crossing Landing B.V.

Bankruptcy Case No.: 02-14280

Type of Business: The Debtor is an affiliate of Global Crossing  
                  Ltd.

Chapter 11 Petition Date: August 30, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8197
                  Fax : (212) 310-8007

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Tyco                       Trade Debt              $19,215,835
Mellon Bank Centre
Pittsburgh, PA 15259
United States

Lucent                     Trade Debt               $7,569,294
Av. Ppal Las Mercedes
Torre S
Caracas DF, Venezuela

Alcatel                    Trade Debt               $6,802,765
4ta. Ave. Los Palos Grandes
Caracas, Venezuela

Tycom US Inc.              Trade Debt               $1,054,515
Mellon Bank Centre
Pittsburgh, PA 15259
United States

Anritsu                    Trade Debt               $1,033,744
490 Jarvis Drive
Morgan Hill, CA 95037
United States
Tel. 800-267-4878

ORG Comware De             Trade Debt                 $358,321
Venezuela C A
La Urbina
Edif. Mulinar P-1
Caracas, Venezuela

Telecomunicaciones Impsat  Trade Debt                 $235,671
SA

Sintel                     Trade Debt                 $205,645

Grana y Montero            Trade Debt                 $115,694

Modusistemas               Trade Debt                  $95,067

CANTV                      Trade Debt                  $86,718

NET UNO, C.A.              Trade Debt                  $80,660

D Empaire Reyna            Trade Debt                  $68,540
Bermudez & ASO

Avaya World Services       Trade Debt                  $56,125
International

Nortel                     Trade Debt                  $20,057

Fondo de Valores           Trade Debt                  $10,585
Inmobiliarios

Arthur Andersen            Trade Debt                  $10,200

Administradora Serdeco CA  Trade Debt                   $5,331

Amg Proyectos              Trade Debt                   $5,000

Tesoreria Nacional         Trade Debt                   $4,770


GROUP TELECOM: Will File Fiscal Q3 Fin'l Results by Month-End
-------------------------------------------------------------
GT Group Telecom (TSX: GTG.B, GTG.A) expects to file its fiscal
third quarter 2002 financial results and the related
management's discussion and analysis by September 30, 2002.

GT Group Telecom has delayed by 30 days the preparation and
filing of its consolidated financial statements for the nine
months ended June 30, 2002 as a result of being under Companies'
Creditors Arrangement Act protection. On June 26, 2002, GT Group
Telecom Inc. was granted protection for an initial period of 30
days and on July 25, 2002, obtained an extension of protection
to September 10, 2002.

GT Group Telecom plans to comply with the Alternate Information
Guidelines set out in Ontario Securities Commission Policy 57-
603 until it has satisfied its financial statement filing
requirements. During this time GT Group Telecom will file with
the relevant securities regulatory authorities throughout the
period in which it is in default the same information it
provides to all of its creditors at the times the information is
provided to the creditors and in the same manner as it would
file a material change report pursuant to the Securities Act
(Ontario).

Due to the late filing of the financial results, GT Group
Telecom's securities may be subject to a cease trade order
affecting certain members of management and other insiders. If
GT Group Telecom fails to file its financial statements by
October 31, 2002, a cease trade order may be issued affecting
all of its securities.

Monthly reports, filed by PricewaterhouseCoopers, the Canadian
court-appointed Monitor, can be found under the heading
"Monitor's Reports" when visiting the PricewaterhouseCoopers
information link, on the Group Telecom Web site at
http://www.gt.ca  

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

DebtTraders reports that GT Group Telecom's 13.250% bonds due
2010 (GTGR10CAR1) are trading between 6 and 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GTGR10CAR1
for more real-time bond pricing.


HALEOS INC: Shipley Pitches Best Bid for Assets for $3.1 Million
----------------------------------------------------------------
Shipley Company LLC, a subsidiary of Rohm and Haas Company
(NYSE: ROH), will acquire the technology, equipment,
intellectual property and remaining workforce of Haleos, Inc.,
of Blacksburg, Virginia.  Haleos creates fiber optic components
for a number of end uses, including optoelectronics device
components. Shipley was the successful bidder for the Haleos
assets in a bankruptcy court hearing Wednesday last week.  
Shipley will pay $3.1 million for the assets.

"We couldn't be more excited about the transaction," said David
Schram, President of Shipley's Electronic and Industrial
Finishing (EIF) group.  "We are pleased that Haleos will join
our expanding portfolio of technologies for the electronic
materials market."  Schram said his company is also pleased to
become a part of a community that places such value on nurturing
high-technology companies.

Shipley has a growing portfolio of innovative materials and
processes used for the manufacture of semiconductor lasers,
optically enabled circuit boards and optical components for
communications networks.  In June of 2001, Shipley announced its
investment in Coviant Inc., which offers leading-edge solutions
for the most difficult steps in fiber attachment, fiber sub-
assembly, micro assembly and full package assembly for optical
components.  "The investment we made in Coviant was our first
step into optoelectronic technology.  With the acquisition of
Haleos, we are now in a deeper position with new technologies
and products," said Gary S. Calabrese, Shipley Vice President
and Chief Technology Officer of Rohm and Haas Electronic
Materials.  "These products and technologies are in many ways
complementary to those of Coviant, so we see this as a
broadening of our position."

Optoelectronics is the alliance of optics and electronics that
encompasses optical fibers, components such as lasers, optical
discs, image sensors, and all sorts of equipment and systems
that are critically dependent on optoelectronic components.

Shipley Company is part of the Electronic Materials Business
Group of Rohm and Haas Company, with annual sales approaching $1
billion worldwide.  This group provides electronic materials and
processes for semiconductor fabrication and packaging, printed
wiring board manufacturing, connectors and industrial finishing.  
End markets for these products include cell phones, smart cards,
computers, flat panel displays, automotive electronics,
equipment that powers the Internet, and much more.


HAYES LEMMERZ: Sets Up In-House Travel Agency
---------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained the U.S. Bankruptcy Court for the District
of Delaware's authority to enter into an Agent Reporting
Agreement with Airlines Reporting Corporation and participating
air carriers.

Michael A. Yurkewicz, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, tells the Court that the Debtors
utilized an outside travel agent for their required air travel
scheduling and ticketing functions.  By entry into the
Agreement, the Debtors will establish a travel agency at their
headquarters so that they may sell air travel and report and
remit these sales with administrative ease.  The Debtors intend
for this travel agency to:

   -- sell the Debtors their required business travel,
   -- sell personal travel to the Debtors' employees, and
   -- sell a limited amount of travel to third parties.

Mr. Yurkewicz relates that the Airlines Reporting Corp. provides
several air travel related services including, but not limited
to travel agency accreditation, ticket distribution and control,
travel transaction reporting and remittance and new distribution
technology development and support.  Airlines Reporting Corp.
provides these services to accredited agents.  The Debtors may
become an accredited agent upon approval of an application for
accreditation and by execution of the Agreement with Airlines
Reporting Corp. and the Carriers.  Airlines Reporting Corp. will
then supply the Debtors with traffic documents and the Carriers
may also provide, at their discretion, airline identification
plates.

Mr. Yurkewicz explains that the Agreement is a non-exclusive
arrangement that requires no minimum purchases from the Debtors
nor does it bind the Debtors for any specific period of time.
The Agreement will require the Debtors to pay an administrative
fee comprised of a fixed annual fee and a quarterly fee based
upon the transactions completed during the quarter.  The Debtors
estimate that their newly created travel agency will sell
$1,750,000 of travel per year.  With this significant volume of
sales, the Debtors expect that significant commissions,
overrides and incentives will accrue to them instead of third
parties, as with their previous arrangement.  Thus, the Debtors,
in their business judgment, expect that the savings they will
receive from internalizing this travel agency function to far
exceed any administrative fees associated with the Agreement.

Under the Agreement, Mr. Yurkewicz informs the Court that the
Debtors will be permitted to retain a stock of blank traffic
documents supplied in trust by the Airlines Reporting Corp., in
which it will retain title.  The Carriers also retain title to
the airline identification plates, which may be used to validate
ticket stock.  In the event that the Debtors breach the
Agreement, or are deemed in default under any of the provisions
of the Agreement, the Debtors acknowledge that:

   -- nothing contained in the Agreement will limit Airlines
      Reporting Corp.'s or the Carriers' rights under the
      Agreement, and

   -- Airlines Reporting Corp. and the Carriers will not be
      required to seek Bankruptcy Court approval to enforce
      their respective rights under the Agreement, including   
      removal of Airlines Reporting Corp.'s traffic documents.

Furthermore, the Debtors agree that if they breach the
Agreement, or are in default thereunder, all damages will be
administrative expenses of the estate pursuant to Section 503(b)
of the Bankruptcy Code.

The Debtors have determined that a sound business justification
exists to enter into the Agreement.  Mr. Yurkewicz points out
that the nature of the Debtors' businesses requires its
employees to undertake a significant amount of travel.  By
entering into the Agreement, the Debtors' will be able to save
significant administrative time and expense in arranging these
necessary travel.  Furthermore, the Debtors believe that by
operating a travel agency, they may be able to capture for
themselves significant commissions, overrides and incentives
that are currently accruing to outside vendors.  The Debtors
believe that the terms of the Agreement are fair and reasonable
and that they cannot obtain similar services from any other
provider. Furthermore, the Agreement is non-exclusive and does
not require the Debtors to process any minimum amount of travel
through Airlines Reporting Corp.'s system.  Therefore, the
Debtors are free to utilize outside agencies for their travel
needs if they determine that doing so would be in their best
interests. (Hayes Lemmerz Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HORSEHEAD: UST Names 9 Members to Unsecured Creditors' Committee
----------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region II,
appoints a nine-member Official Committee of Unsecured Creditors
in the chapter 11 cases involving Horsehead Industries, Inc.,
and its debtor-affiliates.  The Committee is composed of:

          1) Viacom International, Inc.
             1515 Broadway
             New York, NY 10036
             Attn: Mark C. Morril
             Tel. No.: 212 258-7775

          2) United Steelworkers of America
             Five Gateway Center
             Pittsburgh, PA 15222
             Attn: David Jury, Esq.
             Tel. No.: 412 562-2546

          3) Fluor Corporation
             One Enterprise Drive
             Aliso Viejo, CA 92656
             Attn: Stephen F. Hull
                   Vice President & Treasurer
             Tel. No.: 949 349-6834

          4) Teachers Insurance and Annuity
               Association of America
             730 Third Avenue
             New York, NY 10017
             Attn: Roi Chandy
             Tel. No.: 212 916-6139
     
          5) TXU Energy Retail Company, LP
             Successor-in-interest to TXU Energy Services
             1601 Bryan Street, Ste 12085
             Dallas, TX 75201
             Attn: J. William Moorse
                   Retail Credit Manager
             Tel. No.: 214 812-2736
     
          6) Pittson Coal Sales Corp.
             PO Box 6300
             Lebanon, VA 24266
             Attn: David H. Everest, Jr., President
             Tel. No.: 276 889-6273
     
          7) Glencore Ltd.
             Three Stamford Plaza
             301 Tresser Boulevard
             Stamford, CT 06901
             Attn: Stephen Rowland
            Tel. No.: 203 328-3195
     
          8) Pechiney Word Trade (U.S.A.), Inc.
             333 Ludow Street
             Stamford, CT 06902
             Attn: Jeffrey A. Jankowski, Treasurer
             Tel. No.: 203 541-9000
      
          9) H&K (Haines & Kibblehouse, Inc.)
             PO Box 1
             Chalfont, PA 18914
             Tel. No.: 610 584-8500

Horsehead Industries, Inc., the largest zinc producer in the
United States, filed for chapter 11 protection on August 19,
2002 at Southern District of New York.  Laurence May, Esq., at
Angel & Frankel, PC represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $215,579,000 in assets and
$231,152,000 in debts.


HURRY INC: Posts $9.2 Million Net Loss for Fiscal Year 2002
-----------------------------------------------------------
Hurry, Inc., (formerly known as Harry's Farmers Market, Inc.)
(HURY.PK) reported final results for the fiscal year ending
January 30, 2002.

The Company had a net loss before extraordinary items applicable
to common shareholders for fiscal 2002 of approximately $9.2
million, compared with a net loss before extraordinary items
applicable to common shareholders for fiscal 2001 of
approximately $5.0 million. The Company had a loss after
extraordinary items applicable to common shareholders for fiscal
2002 of approximately $9.8 million, compared with a loss after
extraordinary items applicable to common shareholders for fiscal
2001 of approximately $5.3 million. Extraordinary items, which
amounted to approximately $0.6 million in fiscal 2002 and
approximately $0.3 million in fiscal 2001, related to the early
repayment of various credit facilities or notes as well as
certain deferred financing costs.

As previously announced, the results for fiscal 2002 include an
impairment loss of approximately $5.2 million that was primarily
to reduce the book value ascribed to the Harry's In A Hurry
stores and related assets to their estimated net realizable
value. These write-offs included a non-cash component of
approximately $3.1 million directly related to book value and a
cash component of approximately $2.1 million of costs related to
the disposition of such assets, the settlement of lease
obligations and other matters related to the potential closing
of operations. During fiscal 2001, the Company had no similar
charges.

Net sales decreased 27.5% to approximately $98.6 million in
fiscal 2002 from approximately $136.0 million in fiscal 2001.
This significant decrease in sales was primarily due to the
sale, on October 31, 2001, of the Company's three megastores and
the closing of three of its Harry's In A Hurry convenience
stores by the end of fiscal 2002.

Concurrently with the filing of the Form 10-K, the Company
submitted a Certification of Financial Statements with the
Securities and Exchange Commission regarding its Form 10-K
report for the fiscal year ended January 30, 2002. Harry A.
Blazer, president and chief executive officer, and Barbara
Worrell, principal financial and accounting officer, executed
the certification.

The Company intends to file its Form 10-Q for the quarter ended
May 1, 2002 as promptly as practicable with the Securities and
Exchange Commission.

The Company previously made a distribution of $0.38 per share to
shareholders of record as of February 11, 2002. While there can
be no assurances regarding the timing and amount, if any, of any
further distributions, as the Company continues to satisfy all
remaining obligations and liabilities, the Board intends to
distribute remaining assets to shareholders through one or more
distributions, as practical.

Hurry, Inc., which was formerly known as Harry's Farmers Market,
Inc., is in the process of winding up its operations and intends
to liquidate and dissolve as soon as practicable. The Company
previously owned as many as three megastores and six convenience
stores specializing in perishable food products, poultry,
seafood, fresh bakery goods, and freshly made ready-to-eat,
ready-to-heat and ready-to-cook prepared foods as well as deli,
cheese and dairy products.


INSPIRE INSURANCE: CGI Group Agrees to Acquire Operating Assets
---------------------------------------------------------------
CGI Group, Inc (NYSE: GIB; Toronto: GIB.A) and INSpire Insurance
Solutions, Inc., have signed a non-binding letter of intent
under which CGI would purchase INSpire's operating assets.  
These business operations would be integrated within CGI and
continue to offer complete policy and claims administration
outsourcing, IT outsourcing, and software services.  Through
this acquisition, CGI would extend its ability to provide
technology solutions to the insurance market and expand its
significant business processing services capabilities.

INSpire, currently operating under Chapter 11 bankruptcy
protection, has filed certain motions with the United States
Bankruptcy Court for the Northern District of Texas to begin the
sales process.  After evaluating all its alternatives, INSpire
has concluded that a sale is in the best interest of all its
stakeholders.  An independent INSpire would lack the resources
necessary to attain the vision of transforming INSpire into a
major player in the insurance services industry.  Under the
anticipated agreement, customers will continue to receive
existing services and have access to significantly greater
resources.

According to the letter of intent, the purchase price is
$8,200,000 and may be subject to adjustment prior to the closing
of the transaction.  The letter of intent calls for the parties
to enter into a definitive purchase agreement as soon as
practicable.  Execution of the definitive purchase agreement is
subject to negotiation of an agreement satisfactory to both
parties and other conditions set forth in the letter of intent,
including CGI being satisfied with its due diligence
investigation of the Company.  Both parties plan to pursue an
expedited process through the court and complete the transaction
as soon as possible.

INSpire Insurance Solutions, Inc., offers policy and claims
administration solutions for property and casualty insurance
carriers, managing general agencies, and brokers.  As one of the
foremost providers of integrated software systems and turnkey
business process outsourcing, INSpire serves clients with needs
to enter new markets quickly, reduce expenses, increase customer
satisfaction and focus on core competencies.  Additional
information can be obtained from INSpire's Web site at
http://www.nspr.comor by calling 817-348-3999.


IT GROUP: Seeks Approval of Settlement Agreement with Insurers
--------------------------------------------------------------
Gary A. Rubin, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that IT Corporation has
been the subject of certain claims made, and has been named as a
defendant in certain lawsuits for bodily injury or property
damage arising from IT Corporation's alleged involvement at:

   (1) The OII Superfund Site in Los Angeles County, California
       and;

   (2) The West Contra Costa County Sanitary Landfill Site in
       Costa County, California;

Accordingly, IT Corporation presented to certain Insurance
Companies a claim for defense and indemnity of the Underlying
Claims based upon their insurance policies.  The insurance
companies are: ACE Property & Casualty Insurance Company and
Central National Insurance Company of Omaha.

As a result of the dispute among the Debtors and the Insurance
Companies, IT Corporation filed a complaint against the
Insurance Companies before the Superior Court of the State of
California for the County of Los Angeles.  In the Insurance
Coverage Litigation, IT Corporation alleged, among other things,
breach of contract and breach of the implied covenant of good
faith and fair dealing.  IT Corporation sought to recover
$1,800,000.

In light of the costs, risks and delays associated with the
Insurance Coverage Litigation, and after negotiation, IT
Corporation and the Insurance Companies have agreed to a
Settlement Agreement and Release.

Due to certain non-public provisions, the Settlement Agreement
is filed under seal.  Nonetheless, the Settlement Agreement
basically provides that:

(a) 30 days after the Court approves the Settlement Agreement,
    the Insurance Companies will pay IT Corporation an agreed
    amount that is less than the amount demanded by IT
    Corporation in the Insurance Coverage Litigation;

(b) 10 business days after the Settlement Agreement is approved,
    IT Corporation will dismiss the Insurance Coverage
    Litigation; and

(c) IT Corporation releases and discharges the Insurance
    Companies for, among other things, claims which were or
    could have been asserted in the Insurance Coverage
    Litigation.

Mr. Rubin contends that the Settlement Agreement represents a
fair and reasonable compromise of the disputes between IT
Corporation and the Insurance Companies.  The Settlement
Agreement reduces administrative expenses and provides immediate
cash infusion.  "If the disputes are not settled, then further
litigation between the parties would be complex, time-consuming
and costly," Mr. Rubin notes.

The Debtors ask the Court to approve the Settlement Agreement
and Release.

Additionally, Mr. Rubin relates that the U.S. Trustee, the
counsel for the Committee and the counsel for the Prepetition
Lenders will be furnished copies of the Agreement, upon their
request, so long as those entities agree to keep the terms of
the Settlement Agreement confidential. (IT Group Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


KMART CORP: Proposes Uniform De Minimis Asset Sale Procedures
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates have decided to
streamline their retail operations by disposing some De Minimis
Assets --- surplus and non-core assets. This helps eliminate and
reduce the Debtors' unnecessary operating expenses in
furtherance of their reorganization efforts.  Given that, J.
Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Chicago, Illinois, says the Debtors have concluded that it would
be more efficient, and the proceeds realized with respect to
those transactions will be maximized, if the Debtors are
authorized to implement procedures, which allow them to:

--- sell the De Minimis Assets, or groups of those assets, with
    a purchase price of $2,000,000 or less; and

--- pay any applicable Broker Commissions in connection with
    those dispositions;

on an expedited basis without incurring the delay and costs of
preparing, filing, serving and having hearings on motions for
approval of each sale.  That authority, however, would be
limited to an aggregate amount of $100,000,000 in net sales
proceeds, without prejudice to the Debtors' rights to request
authority for an increase in the net proceeds limit should
circumstances later warrant.

Mr. Ivester further states that the Debtors will likely tap
services from brokers to significantly aid in the dispositions
of the De Minimis Assets.  Hence, the Debtors will be required
to pay the applicable market rate broker commissions.

Accordingly, the Debtors propose that for the sale of De Minimis
Assets outside of the ordinary course of business, which
otherwise would require Bankruptcy Court approval under Section
363 of the Bankruptcy Code, these Notice Procedures be
implemented:

(a) The Debtors will give notice of each proposed sale to:

      (i) the United States Trustee;

     (ii) counsel to the official committees;

    (iii) counsel for the post-petition lenders; and

     (iv) any other known holder of liens, claim or encumbrance
          against the specific property to be sold

    The Sale Notice will be served by facsimile, if possible, so
    as to be received by 5:00 p.m. (Central Time) on the date of
    service.  The Sale Notice will specify:

    (1) the assets to be sold;

    (2) the identity of the proposed purchaser;

    (3) the proposed sale price;

    (4) a copy of any documentation executed in contemplation of
        the transaction; and

    (5) an affidavit of the broker, if any, pursuant to
        Bankruptcy Rule 2014, that identifies the broker, the
        amount of the Broker Commission, and that contains the
        disclosures required by Bankruptcy Rule 2014;

(b) The Notice Parties will have 10 business days upon receipt
    of the notice to object to or request additional time to
    evaluate the proposed transaction and the Broker Commission.
    If no written objection or written request for additional
    time is received by that time, the Debtors will be
    authorized to consummate the proposed sale transaction;

(c) If a Notice Party objects to the proposed transaction or the
    Broker Commission, the Debtors and the objecting Notice
    Party will use good faith efforts to consensually resolve
    the objection.  If the Debtors and the objecting Notice
    Party are unable to achieve a consensual resolution, the
    Debtors will not take any further steps to consummate the
    proposed transaction without first obtaining Bankruptcy
    Court approval of the proposed transaction; and

(d) Any valid and enforceable liens will attach to the net
    proceeds of the sale, subject to any claims and defenses the
    Debtors may possess with respect thereto, and any amounts in
    excess of those liens will be utilized by the Debtors in
    accordance with the terms of the Debtors' post-petition
    financing arrangement.

In lieu of a separate notice and a hearing for each sale, Mr.
Ivester explains that the expedited procedures will permit the
Debtors to be responsive to the needs of interested purchasers,
thereby guarding against lost sales due to delay, while still
providing for a review of the proposed transaction by the U.S.
Trustee and creditor representatives.  Without an expedited
process for closing these sales, these estates will be deprived
of income from these sales.

Mr. Ivester further indicates that the procedures will not apply
to sales of De Minimis Assets to an "insider" as defined in
Section 101(31) of the Bankruptcy Code.  That type of sale will
continue to require an individual hearing as prescribed by
Section 363(b) of the Bankruptcy Code. (Kmart Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that K Mart Corp.'s 9.875% bonds due 2008
(KM08USS2) are trading at 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM08USS2for  
real-time bond pricing.
  

KMART CORP: Ill. Court Approves 3rd $2BB DIP Facility Amendment
---------------------------------------------------------------
Kmart Corporation (NYSE: KM) received approval last week from
its lenders and the U.S. Bankruptcy Court for the Northern
District of Illinois of a Third Amendment to the agreement
governing its $2 billion debtor-in-possession credit facility.  
The amendment, which received consents from all of the
participants in Kmart's DIP syndicate, adjusts the covenant
pertaining to the Company's cumulative earnings before interest,
taxes, depreciation, amortization and other charges (EBITDA)
over specified periods to provide Kmart with additional
flexibility and better reflect the Company's sales performance
since the commencement of its chapter 11 reorganization case.

"We are pleased that our lenders, as well as our statutory
committees and the Bankruptcy Court, have approved the amendment
we requested," said Kmart Chairman and Chief Executive Officer
James B. Adamson.  "The amendment provides the company
additional flexibility as we continue to aggressively pursue
opportunities to reduce costs and increase sales and margins.  
We appreciate this vote of confidence in the Company's forward-
looking business plan."

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, told Judge Sonderby that Kmart's new
management team has been focused on implementing operational
changes they believe will enhance the Company's financial
performance to the benefit of all stakeholders.  One important
barometer of the effectiveness of these initiatives will be the
Debtors' performance during the upcoming holiday selling season.
Mr. Butler explained that the Third Amendment will afford the
Debtors valuable flexibility as they work to achieve their
operating goals.

                   EBITDA Covenant Tinkering

The Third Amendment to the Credit Agreement among Kmart
Corporation, as the Borrower, each of the Debtor-Guarantors,
JPMorgan Chase Bank, as Agent, Fleet Retail Finance Inc., and
General Electric Capital Corporation provides for these
modifications:

The Credit Agreement's EBITDA covenants will be adjusted,
consistent with the Debtors' downward-revised financial
projections.

    -- The Debtors covenant with the Lenders that they will not
       permit cumulative EBITDA from February 1, 2002 through
       the date indicated to be less than:

                   Period Ending           EBITDA
                   -------------           ------
                   08/31/2002          ($400,000,000)
                   09/30/2002          ($400,000,000)
                   10/31/2002          ($300,000,000)
                   11/30/2002          ($300,000,000)
                   12/31/2002           $100,000,000
                   01/31/2003           $100,000,000

    -- The Debtors covenant with the Lenders that they will
       not permit cumulative EBITDA for each rolling 12 fiscal
       month period ending on the date indicated to be less
       than:

                   Period Ending           EBITDA
                   -------------           ------
                   02/28/2003           $100,000,000
                   03/31/2003           $100,000,000
                   04/30/2003           $100,000,000
                   05/31/2003           $100,000,000
                   06/30/2003           $100,000,000
                   07/31/2003           $100,000,000
                   08/31/2003           $100,000,000
                   09/30/2003           $100,000,000
                   10/31/2003           $100,000,000
                   11/30/2003           $100,000,000
                   12/31/2003           $100,000,000
                   01/31/2004           $350,000,000
                   02/29/2004           $350,000,000
                   03/31/2004           $350,000,000

These EBITDA Amendments will not be of no force or effect if the
Third Amendment is not approved by the Court by September 16,
2002.

                Lenders Okay E-Commerce Asset Sales

The Third Amendment will permit any sale or disposition of all
or any of Kmart's interests or all or any of the assets of
Bluelight.com LLC or any present or future e-commerce joint
venture.


             Lenders Nix $500,000,00 Commitment Increase

The Debtors proposed, but more than 25% of the DIP Lenders
declined, to increase the total Commitment by $500,000,000 to
$2.5 billion and institute mandatory pay-down requirements.  The
dissenting DIP Lenders, reportedly, told Kmart to come back when
they need the money.  (Kmart Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Hires UBS Warburg to Explore Debt Workout Deals
--------------------------------------------------------------
Leap Wireless International, Inc. (Nasdaq: LWIN), an innovator
of wireless communications services, has retained UBS Warburg to
explore new sources of financing and restructuring for the
outstanding indebtedness of Leap and its subsidiaries.  UBS
Warburg and the Company will begin discussions with major
creditor groups in the near future to address the financial
challenges facing the Company and its subsidiaries.

Leap believes that its business operations should continue in an
uninterrupted fashion.  The Company will continue to focus on
operating its business, serving its customers and adding new
customers.  At the same time, Leap will be working with UBS
Warburg to develop and implement a plan to provide a suitable
long-term capital structure for the Company and its
subsidiaries.

"In working with UBS Warburg, we will focus on continuing to
serve our customers, preserving a team of experienced employees,
adding new customers and leading the industry in wireline
replacement," said Harvey P. White, Leap's chairman and chief
executive officer.  "In light of the Company's high level of
debt and the restricted availability of the capital markets, we
believe that hiring UBS Warburg and pursuing the alternatives
available to us are in the best interest of the Company and all
of its stakeholders."

"Leap has dedicated a team to work with UBS Warburg to complete
this task as quickly as possible," said Susan G. Swenson, Leap's
president and chief operating officer.  "Our employees will
remain focused on our day-to-day business and on continuing to
provide high-quality service to each of our customers."

Leap also announced that it intends to pay a purchase price
adjustment to MCG PCS, Inc., as ordered by an arbitrator, by
issuing approximately 21 million Leap shares, based on a per
share price of $1.894.  In that regard, Leap has amended its
shareholder rights plan to permit the issuance of such shares to
MCG PCS without triggering the rights under its rights plan.  
Leap believes that it will continue to comply with FCC
regulations following this share issuance.  Leap further stated
that the payment to MCG PCS in shares and other events will
probably cause the company to fail to comply with, and to
require waivers of or amendments to, its vendor credit
agreements in the near term.  If this failure to comply with the
vendor credit agreements occurs and no amendment to or waiver of
the credit agreements is obtained, the lenders could cease
funding new loans and declare the loans to be due and payable.
Also, if Leap issues the shares without first obtaining
shareholder consent, which it likely will not have time to
obtain, it may face delisting from the NASDAQ national market
system.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the
mass market.  Leap pioneered a wireless service that lets
customers make all their local calls from within their local
calling area and receive calls from anywhere for one low, flat
rate.  Leap has begun offering new services designed to further
transform wireless communications for consumers.  For more
information, please visit http://www.leapwireless.com


LEAP WIRELESS: Ericsson Confirms Sr. Secured Customer Financing
---------------------------------------------------------------
In connection with Thursday's announcement concerning a
restructuring by Leap Wireless International, Inc.,
Telefonaktiebolaget LM Ericsson (NASDAQ: ERICY) confirms that is
has provided senior secured customer financing to Leap which at
June 30, 2002, amounted to gross exposure of SEK 1.1 bn (SEK 0.9
bn net of provisions).

In addition, Ericsson has provided un-drawn commitments to Leap
which at the same date amounted to SEK 3.4 bn.

The Leap exposure represents approximately 4.2 % of Ericsson's
total outstanding exposure. The un-drawn commitments to Leap
account for approximately 13.6% of all Ericsson un-drawn
customer finance commitments as of June 30, 2002.

While Leap has stated its intention to continue its operations
in an uninterrupted fashion, the outcome of the process publicly
announced and communicated to Ericsson today is uncertain.
Ericsson intends to continue its close cooperation with Leap
while protecting its outstanding exposure.

Ericsson is shaping the future of Mobile and Broadband Internet
communications through its continuous technology leadership.
Providing innovative solutions in more than 140 countries,
Ericsson is helping to create the most powerful communication
companies in the world.


MEDISOLUTION: June Quarter Balance Sheet Upside-Down by $1 Mill.
----------------------------------------------------------------
MediSolution Ltd. (TSX:MSH), a leading Canadian healthcare
information technology company, reported a net loss for the
three months ended June 30, 2002 of $1.3 million, down from $1.8
million for the same period in 2001.

During the quarter, the company had the following key
accomplishments:

    -   Completed a $29.5 million recapitalization by way of a
        $15 million rights offering and $14.5 million three year
        convertible term loan.

    -   The Company won a number of new contracts during the
        quarter including the following:

        -  Tillsonburg District Memorial Hospital purchased
           MediPatient+ and MediAR, both proprietary software
           solutions designed to improve patient management.

        -  H"pital Brome Missisquoi Perkins placed an order for
           MediRad, a proprietary software solution for the
           management of radiology departments that has been
           very successful in the Quebec market place.

        -  Penetration of the healthcare market in Atlantic
           Canada with the sale of MediHR and related services
           to the HealthCare Corporation of St. John's, which
           will use the product to service the region's human
           resource management needs.

        -  The sale of MediHR software and related services to
           Cape Cod Healthcare Inc. which continues to support
           the MediSolution's growth strategy in the United
           States.

    -   As a result of a strategic review of the payroll
        services product portfolio, a new product development
        project was initiated to provide customers with a new
        fully integrated solution to manage human resources
        throughout the organization.

Subsequent to the end of the quarter, the company continued to
broaden the skill set of the management team through the
addition of Ian Peddie as Vice President Sales, Ontario and
Western Canada and Yvan Lafleur as the Chief Technology Officer
responsible for all software development.

Allan D. Lin, President and Chief Executive Officer, said: "We
are now seeing the benefits from the cost reduction programs
initiated in Fiscal 2002 and ongoing margin improvement
initiatives. These benefits combined with our new capital
structure and a renewed confidence in the company by our
customers and employees are having a positive impact on our
financial performance."

               Management Discussion and Analysis

                      Company Overview

MediSolution Ltd., is one of Canada's leading healthcare
information technology companies, serving healthcare facilities
including hospitals, ambulatory care centres, long-term care
facilities, local community health centres, pharmacies,
laboratories and practice management clients. The Corporation
offers a comprehensive suite of turnkey information systems,
professional services, human resource management systems and
payroll processing services. The Corporation develops, markets,
implements and supports healthcare technology products and
services designed for improving the effectiveness and efficiency
of the healthcare delivery system.

Headquartered in Montreal, Quebec and with offices across Canada
and the United States, the Corporation has three business
segments - Healthcare Information Systems, Human Resource
Management Systems and Practice Management Systems.

                    Results of Operations

Revenue for the three-month period ended June 30, 2002 was $10.9
million compared to $12.4 million for the same period in the
prior year. The decline of $1.5 million was due to a decrease of
$1.1 million from the sale of health information systems
products and services, and a decrease of $467,000 from the sale
of human resource management systems. This decline in revenue is
a result of delays and a decrease in new customer orders which
management attributes, in part, to a decrease in government
funding for the acquisition of the types of information
technology products offered by the Corporation.

The contribution from the sale of products and services after
variable and direct cost of sales increased $270,000 for the
quarter ended June 30, 2002 to $5.4 million. This represents a
margin of 50% compared to 41% in the prior year reflecting the
benefits of a more efficient cost structure and higher sales of
the Corporation's proprietary software products.

Indirect costs for three-month period ended June 30, 2002
increased by $324,000 over the prior year to $4.7 million. This
increase is due to, among other things, additional costs
relating to the restructuring.

Depreciation and amortization of fixed assets and technology for
the quarter ended June 30, 2002 was $1.3 million compared to
$1.1 million in the prior year. This increase reflects the
impact of additions to technology in prior periods as a result
of the Company's continuing investment in the enhancement and
development of new software products and services for the
healthcare market.

Interest expense increased $192,000 to $665,000 for the three
month period ended June 30, 2002, as a result of higher debt
levels and higher interest rates. Interest bearing debt was
reduced significantly with the completion of the $15 million
rights offering on June 3, 2002. See Liquidity and Capital
Resources.

Commencing April 1, 2002, according to section 3062 of the CICA
Handbook, goodwill is no longer amortized. Based on this new
accounting policy, the amortization of goodwill decreased
$254,000 for the three month period ended June 30, 2002 compared
to the prior year.

For the three month period ended June 30, 2002 the net loss from
continuing operations was $1.3 million, or $0.02 per share
compared to $1.2 million, or $0.03 per share in fiscal 2002.

During the year ended March 31, 2002, the Corporation
discontinued its financial support of four operating
subsidiaries. Losses from discontinued operations were $621,000
for the three month period ended June 30, 2001. No additional
losses related to these discontinued operations were incurred in
the quarter ended June 30, 2002.

The net loss for the first quarter ended June 30, 2002 was $1.3
million, or $0.02 per share compared to $1.8 million, or $0.05
per share for the first quarter ended June 30, 2001.

             Liquidity and Capital Resources

At June 30, 2002, the Corporation had cash of $1.7 million and
no short-term indebtedness, which compares to short-term
indebtedness of $9.8 million at March 31, 2002. Long-term debt,
obligations under capital leases and other long-term payables,
including the current portion but excluding the convertible loan
due to a shareholder, amounted to $3.2 million at June 30, 2002,
compared to $3.5 million as at March 31, 2002.

The Corporation had negative cash flow of $2.4 million from
operations for the three month period ended June 30, 2002,
compared to negative cash flow of $2.4 million for the
corresponding period in the prior year. During the quarter, the
Corporation invested $226,000 in new technology, fixed assets
and acquisitions, which compares to $2.3 million invested during
the same period in the prior year. During the quarter, the
Corporation completed a $15 million rights offering, providing
net proceeds of $14.5 million, which were used to reduce short-
term indebtedness and long-term debt. The net cash flow from
financing activities for the three month period was $4.4 million
compared to $6.6 million for the prior year.

The Corporation has a $12 million operating bank facility,
subject to the amount of eligible accounts receivable, secured
by an $18 million first charge on assets, bearing interest at
prime plus 1.5%. As of June 30, 2002 nothing was drawn on this
facility ($1,571,000 as at March 31, 2002). The current
operating bank facility has been extended to September 30, 2002,
and management is currently negotiating a new facility to fund
ongoing working capital requirements.

As of June 30, 2002, the company posted a working capital
deficit of $9.9 million and a total shareholders' equity deficit
of about $1 million.

During the quarter ended June 30, 2002, the Corporation entered
into an amended loan with Trilon Bancorp Inc., a subsidiary of
Brascan Financial Corporation providing for a $14.5 million
three year term loan, convertible at Brascan Financial's option
into 50.9 million common shares at $0.285 per share. In
addition, in April 2002 Brascan Financial acquired all of the
Business Development Bank of Canada's rights under its
loan agreement with the Corporation maturing in January 2004. As
of June 30, 2002 there was a balance of $600,000 outstanding
under this facility.

                        Outlook

Management is committed to becoming the leading software,
professional service and outsourced solution provider to the
Canadian Healthcare industry. Management believes that the
actions currently being taken to enhance the management team and
to improve productivity should lead to an improvement in
operating performance in the future.

MediSolution Ltd., is a leading Canadian healthcare information
technology company with offices in Canada and the United States.
The Company markets a comprehensive suite of information systems
and professional services to the healthcare industry.


MERRILL CORP: S&P Junks Class A & B Senior Subordinated Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its triple-'C'-plus
rating to communications and document services company Merrill
Corp.'s $25 million Class A senior subordinated notes due 2009
and $120.5 million Class B senior subordinated notes due 2009.

In addition, Standard & Poor's affirmed Merrill's single-'B'
senior secured bank loan rating and removed it from CreditWatch,
where it was placed in February 2001. At the same time, Standard
& Poor's raised its corporate credit rating on St. Paul,
Minnesota-based Merrill to 'B' from 'SD', and its subordinated
debt rating to 'CCC+' from 'D'. Adjusted for the recent
recapitalization, the company had approximately $395 million in
consolidated debt outstanding as of April 30, 2002. The outlook
is negative.

"The ratings reflect Merrill's still significant debt levels,
moderate-size cash flow base, and competitive market
conditions," said Standard & Poor's credit analyst Michael
Scerbo. He added, "In addition, the company's transaction-based
financial printing business is subject to the volatility of the
capital markets. These factors are tempered by Merrill's solid
market positions, diversified customer base, and long-standing
client relationships. Also, the company's increasing focus on
the production of compliance and reporting materials provides a
more stable revenue and cash flow base."

The negative outlook is based on the evaluation that the ratings
could be lowered if the company's consolidated financial profile
weakens from current levels due to the difficult operating
environment.


NCS HEALTHCARE: Faces Suits Alleging Breach of Fiduciary Duties
---------------------------------------------------------------
Between August 1, 2002 and August 12, 2002, two additional
stockholder lawsuits (both of which are purported class action
lawsuits) were filed against NCS HealthCare, Inc., and its
directors, and in one case, against Genesis Health Ventures,
Inc., and Geneva Sub, Inc., a wholly owned subsidiary of
Genesis, in connection with the Agreement and Plan of Merger,
dated July 28, 2002, between NCS, Genesis and Sub and the
proposed merger of Sub with and into NCS, and one existing
stockholder lawsuit was amended. The Stockholder Claims allege
that the directors of NCS breached their fiduciary duties, and
certain other duties, to stockholders by entering into the
Merger Agreement and seek various relief, including an
injunction against consummation of the Proposed Merger,
requiring separate class voting on approval of the Proposed
Merger by NCS stockholders, rescinding the Proposed Merger if
the same is consummated prior to a final judgment on the
Stockholder Claims, declaring the agreements, dated July 28,
2002, with certain stockholders of NCS beneficially owning in
the aggregate a majority of the outstanding voting power of NCS
Common Stock null and void, and compensatory damages and costs.
In addition, the amended stockholder complaint alleges that the
Voting Agreements violate the NCS amended and restated
certificate of incorporation and therefore resulted in an
automatic conversion of such stockholders' Class B common shares
into Class A common shares. NCS does not believe that the
Stockholder Claims have merit.

The following three lawsuits were each filed with the court
indicated on the dates indicated:

         1. Michael Petrovic on behalf of himself and all others
similarly situated v. NCS HealthCare, Inc., Jon H. Outcalt,
Kevin B. Shaw, Richard L. Osborne, and Boake A. Sells, filed
with the Court of Common Pleas for Cuyahoga County, Ohio on
August 1, 2002.

         2. Dolphin Limited Partnership, L.L.P. v. Jon H.
Outcalt, Kevin B. Shaw, Boake A. Sells, Richard L. Osborne,
Genesis Health Ventures, Inc., Genesis Sub, Inc. and NCS
HealthCare, Inc., filed with the Court of Chancery of the State
of Delaware in and for New Castle County on August 7, 2002.

         3. First Amended Complaint Omnicare, Inc. v. NCS
HealthCare, Inc., Jon H. Outcalt, Kevin B. Shaw, Boake A. Sells,
Richard L. Osborne, Genesis Health Ventures, Inc. and Geneva
Sub, Inc., filed with the Court of Chancery of the State of
Delaware in and for New Castle County on August 12, 2002.

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 serves approximately 206,000 residents of long-
term care facilities in 33 states and manages hospital
pharmacies in 14 states.

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


NETIA HOLDINGS: Creditors Accept Arrangement Plan for Subsidiary
----------------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIAQ, WSE: NET), Poland's largest
alternative provider of fixed-line telecommunications services,
announced that creditors of Netia South Sp. z o.o., one of its
subsidiaries, representing 100% of total value of claims voted
on August 29, 2002 in favor of the arrangement plan submitted to
the court in Warsaw.

The arrangement plan for Netia South Sp. z o.o. is currently
awaiting the required approval by the court, which is expected
to be issued on September 18, 2002.

Detailed conditions of the arrangement plan for Netia South Sp.
z o.o., accepted are as follows:

     1.  99 % of the debts subject to the arrangement plan will
         be written off;

     2.  Creditors will be repaid in annual installments;

     3.  Installment obligations will be denominated in Polish
zloty, will be zero coupon and shall be payable on the last day
of each consecutive calendar year during the period when the
arrangement plan is in force:

          a)  The first installment payable on December 31, 2003
shall be equal to 33.3% of the reduced claims subject to the
arrangement;

          b)  The second installment payable on December 31,
2004 shall be equal to 33.3% of the reduced claims subject to
the arrangement plan;

          c)  The third installment payable on December 31, 2005
shall be equal to 33.4% of the reduced claims subject to the
arrangement plan;

The obligations under the arrangement plan will not be secured
by any form of security interest.


NEWPOWER HOLDINGS: Wants Penn. PUC to Clarify and Modify Ruling
---------------------------------------------------------------
NewPower Holdings, Inc. (Pink Sheets: NWPW), parent of The New
Power Company, says the Company will request clarification and
modification of the Order issued Wednesday by the Pennsylvania
Public Utility Commission as it contains factual inaccuracies.

NewPower acknowledges that the bills the company issued were not
in compliance with the PA PUC billing format regulations, but
the Company strongly refutes any statements that allege the
bills were issued fraudulently. While the bills lack a detailed
analysis of what the charges on the bills represent, NewPower
affirms that the dollar amounts on the bills are correct and
represent valid charges for electricity services used by
customers that have remained unbilled until this time. NewPower
wishes to retain its right to bill and collect these amounts.

Meanwhile NewPower will comply with the Order and issue notices
to customers rescinding these bills and refund customers who
have paid these recently issued bills.

NewPower Holdings, Inc., through The New Power Company, is the
first national provider of electricity and natural gas to
residential and small commercial customers in the United States.
The Company offers consumers in restructured retail energy
markets competitive energy prices, pricing choices, improved
customer service and other innovative products, services and
incentives.

On June 11, 2002, NewPower announced that it had filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Georgia, Case Number 02-10835.


NII HOLDINGS: Delaware Court to Consider Plan on Sept. 27, 2002
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement prepared by NII Holdings, Inc., and its
debtor-affiliate, explaining the Company's Plan of
Reorganization.  The Bankruptcy Court finds that the Disclosure
Statement contains adequate information pursuant to 11 U.S.C.
Sec. 1125 of the Bankruptcy Code and, if creditors will read it,
provides the right amount of the right kind of information to
enable creditors to make informed decisions about whether to
vote to accept or reject the Plan.  The Honorable Mary F.
Walrath also set September 16, 2002 as the deadline for
creditors to cast their ballots and the last day for any party-
in-interest to file any plan confirmation-related objection with
the Court.  

Written objections to the adequacy of the Plan must be filed
with the Court and served on:

      (i) Attorneys for the Debtors
          Richards, Layton & Finger, P.A.
          One Rodney Square
          Wilmington, Delaware 19801
          Attn: Daniel J. DeFrancheshci, Esq.

                   -and-

          Bingham McCutchen LLP
          One State Street
          Hartford, Connecticut 06103
          Attn: Evan D. Flaschen, Esq.

     (ii) NII Holdings, Inc.
          10700 Parkridge Boulevard, Suite 600
          Reston, Virginia 20191
          Attn: Robert J. Gilker, Esq.
   
    (iii) Office of the United States Trustee
          844 King Street, Suite 2313
          Lockbox 35
          Wilmington, Delaware 19801-3519
          Attn: Joseph J. McMahon, Esq.

     (iv) Attorneys for the Official Committee of Unsecured
           Creditors
          Kilpatrick Stockton LLP
          1100 Peachtree Street, Suite 2800
          Atlanta, Georgia 30309
          Attn: Dennis S. Meir, Esq.
                Todd C. Meyers, Esq.
   
                   -and-
        
          Saul Ewing LLP
          222 Delaware Avenue, Suite 1200
          P.O. Box 1266
          Wilmington, Delaware 19899
          Attn: Mark Minuti, Esq.

A hearing to consider confirmation of the Debtors' Plan, any
objections that may be interposed and any other matter that may
properly come before the Court will commence at 4:00 p.m.
Eastern Time on September 27, 2002, or as soon thereafter as
counsel can be heard.    

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, inter alia, Mexico, Brazil,
Argentina and Peru. The Company filed for chapter 11 bankruptcy
protection on May 24, 2002. Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger and Evan D. Flaschen, Esq., at Bingham
McCutchen LLP 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.


NORTEL NETWORKS: Declares Dividends on Outstanding Preferreds
-------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F), the amount of which
will be calculated by multiplying (a) the average prime rate of
Royal Bank of Canada and Toronto-Dominion Bank during September
2002 by (b) the applicable percentage for the dividend payable
for August 2002, as adjusted up or down by a maximum of 4
percentage points (subject to a maximum applicable percentage of
100 percent) based on the weighted average trading price of such
shares during September 2002, in each case as determined in
accordance with the terms and conditions attaching to such
shares. The dividend is payable on October 15, 2002 to
shareholders of record at the close of business on September 30,
2002.

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

DebtTraders reports that Nortel Networks Ltd.'s 6.125% bonds due
2006 (NT06CAN1) are trading between 55 and 58. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for  
more real-time bond pricing.  


OCEAN POWER: Lays-Off Most Employees after Cash Flow Evaporates
---------------------------------------------------------------
Effective August 9, 2002, Sigma Elektroteknikk AS, the wholly-
owned subsidiary of Ocean Power Corporation, was placed under
administration of the Ytre Follo Bankruptcy Court in Norway.  
Mr. Trygue Tonnessen was appointed as trustee of the estate by
the Ytre Follo Bankruptcy Court.

Effective July 31, 2002, Ocean Power laid off most of its
employees due to a severe cash-flow shortage.  Ocean Power's
operations continue with the remaining employed staff.

Ocean Power Corporation is developing modular seawater
desalination systems integrated with environmentally friendly
power sources. At March 31, 2002, the Company's balance sheet
shows a total shareholders' equity deficit of about $9.4
million.


PEREGRINE SYSTEMS: Nasdaq Knocks Off Shares Effective August 30
---------------------------------------------------------------
Peregrine Systems, Inc., (Nasdaq: PRGNE) announced that Nasdaq
delisted Peregrine from the Nasdaq National Market at the
opening of trading on Friday, Aug. 30, 2002, because the company
had not filed periodic reports with the Securities and Exchange
Commission.  Peregrine is in the process of evaluating trading
of its common stock in the pink sheets.

Founded in 1981 and headquartered in San Diego, Calif.,
Peregrine Systems is the leading global provider of
Infrastructure Management software. Market-leading application
suites delivered by Peregrine and Remedy(R) product lines
address diverse customer needs to better manage and extend the
life of infrastructure and manage business services.  
Peregrine's Service Management and Asset Management solutions
empower companies to support and manage assets with best
practice processes.  Remedy's comprehensive suite of packaged
applications, including IT Service Management and Customer
Support solutions, enable customers to improve reliability and
quality of service for both internal and external service
management.  Remedy's Action Request System(R) provides a
comprehensive platform to deliver business process authoring
capabilities to meet the unique requirements of organizations
today and into the future.

Peregrine Systems, Remedy and Action Request System are
registered trademarks of Peregrine Systems, Inc., or its wholly
owned subsidiaries.  All other marks are the property of their
respective owners.


PEREGRINE SYSTEMS: Restructures Accounts Receivable Financing
-------------------------------------------------------------
Peregrine Systems, Inc., (Nasdaq: PRGNE) has restructured
approximately $103 million in accounts receivable financing
arrangements through a forbearance agreement with three major
U.S. financial institutions.  The obligations resulted from
Peregrine's past practice of financing its accounts receivable.  
The new arrangement amends prior agreements with these financial
institutions.  Under the negotiated agreement, a significant
portion of Peregrine's obligations will be repaid over four
years at an interest rate of six percent while the remaining
amounts due those financial institutions will be paid according
to their original terms.

       Restructuring of Accounts Receivable Financing

Peregrine management believes that the company should have
accounted for its accounts receivable factoring arrangements as
loans instead of sales of receivables without recourse.  As a
result, previously reported balance sheets will be restated to
reflect the loan balances, which were as high as $180 million in
past periods.

Under the forbearance agreement, a portion of Peregrine's $103
million obligation is secured by collectible receivables, and
the remainder will be secured by company assets but will be
junior to certain existing and future borrowings.  In many
instances, Peregrine's obligations to the banks under the
factoring arrangements are not supported by collectible
receivables.

Repayment of principal will occur as the related receivables are
collected, and the payment of the remaining portion will begin
on Aug. 1, 2003.  Additional payments may be required under
certain, limited circumstances.

"Our new management team is diligently identifying and
correcting the past accounting irregularities, while working to
avoid them in the future," said Gary Greenfield, Peregrine's
CEO.  "Today's announcement reinforces our ongoing efforts to
enhance Peregrine's credibility, while leveraging our product
and market leadership to serve our customers and partners."

                    Progress Toward Restatement

Previously, Peregrine announced an independent investigation
into accounting irregularities in the company's financial
statements for fiscal years 2000, 2001 and the first three
quarters of fiscal year 2002.  This investigation, which was
conducted with forensic accountants and legal advisors retained
by Peregrine's audit committee, is now complete, and the results
of the investigation have been communicated to the staff of the
Securities and Exchange Commission.

The company is in the process of completing the financial
restatement for fiscal years 2000, 2001 and the first nine
months of fiscal year 2002. Peregrine management believes that
the company will reduce previously recorded revenue by
approximately $250 million during the 11-quarter restatement
period.  In connection with the review of the company's past
revenue recognition accounting practices, certain amounts of
revenue may be reported in different quarters than originally
reported.  In addition, the company will record a non-cash
charge of approximately $100 million related to stock option
compensation during the restatement period.

The company continues to review all of its past accounting
practices. Because the restatement process is not yet complete,
the amount of the restatement remains subject to change and may
be material.  Accordingly, Peregrine cannot provide more
specificity with respect to the amount to be restated at this
time.  Peregrine will not update its estimates of the amounts to
be restated until it files amended periodic reports with the
SEC.

Founded in 1981 and headquartered in San Diego, Calif.,
Peregrine Systems is the leading global provider of
Infrastructure Management software. Market-leading application
suites delivered by Peregrine and Remedy(R) product lines
address diverse customer needs to better manage and extend the
life of infrastructure and manage business services.  
Peregrine's Service Management and Asset Management solutions
empower companies to support and manage assets with best
practice processes.  Remedy's comprehensive suite of packaged
applications, including IT Service Management and Customer
Support solutions, enable customers to improve reliability and
quality of service for both internal and external service
management.  Remedy's Action Request System provides a
comprehensive platform to deliver business process authoring
capabilities to meet the unique requirements of organizations
today and into the future.

Peregrine Systems and Remedy are registered trademarks of
Peregrine Systems, Inc., or its wholly owned subsidiaries.  All
other marks are the property of their respective owners.


RADIO ONE: S&P Changes Outlook on B+ Credit Rating to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on radio
broadcaster Radio One Inc. to positive from stable based on
expected financial profile improvements.

Standard & Poor's said that it has affirmed its ratings,
including its single-'B'-plus corporate credit rating, on the
company. Radio One, based in Lanham, Md., had $650 million in
total debt outstanding as of June 30, 2002.

Standard & Poor's said that it has also assigned its preliminary
single-'B' senior unsecured and single-'B'-minus subordinated
debt ratings to the debt components of Radio One's $500 million
mixed shelf registration. Preferred stock issues, if any, will
be rated on their own terms.

Regarding the outlook revision, Standard & Poor's credit analyst
Alyse Michaelson said, "Standard & Poor's expects that Radio One
will continue to improve its financial profile following the
$200 million common stock offering in April 2002 and subsequent
bank facility repayment. The company's strong operating
momentum, fueled by growing advertising spending targeting the
African American market, could contribute to longer-term
financial profile improvement". However, she added, further
potential debt-financed acquisitions could limit the rating
upside over the near term.

Standard & Poor's said that its ratings continue to reflect
Radio One's good position as a radio operator focused on the
growing African-American audience, rising advertising spending
on African-American media, an expanding portfolio of large-
market radio clusters that have delivered above-average same-
station cash flow growth, good margins, and healthy
discretionary cash flow. Offsetting factors include high
financial risk from aggressive, largely debt-financed station
purchases, ongoing acquisition risk, and competition from large
radio consolidators in big markets.  


RICA FOODS: Follows Ceciliano & Replaces Andersen with Deloitte
---------------------------------------------------------------
On March 22, 2002, the Board of Directors of Rica Foods, Inc.
resolved to replace Arthur Andersen as the Company's independent
public accountants if and when the firm of Ceciliano & Cia,
S.A., ceased to be affiliated with Andersen.

On March 14, 2002, the firm Ceciliano notified Andersen that it
intended to terminate its affiliation agreement with Andersen
effective June 15, 2002. Accordingly, on June 15, 2002, Andersen
ceased to provide independent public accounting services to Rica
Foods, Inc.

On June 1, 2002, the partners of Ceciliano became partners of
Deloitte & Touche S.A., the Costa Rican member firm of Deloitte
Touche Tohmatsu.

On August 2, 2002, the Board of Directors of Rica Foods, Inc.,
resolved to appoint Deloitte as its independent public
accountants. On August 5, 2002, Deloitte commenced the provision
of review services with respect to the Company's financial
information on Form 10-Q for the quarter ended June 30, 2002.

As reported in Troubled Company Reporter's June 5, 2002,  
edition, Rica Foods' working capital deficiency reached $11  
million, as of March 3, 2002.


SAFETY-KLEEN: Brings-In Bruce Roberson as EVP Sales & Marketing
---------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates' ability to
maintain their business operations and preserve value for their
estates is dependent upon, among other things, the employment
and dedication of an Executive Vice President for Sales &
Marketing of the Company who possesses relevant experience,
knowledge and skills.  The Debtors' Human Resources &
Compensation Committee determined that a qualified Executive
Vice President for Sales & Marketing with strong leadership
abilities will assist the Debtors in their efforts towards a
successful restructuring and emergence from bankruptcy.

The Debtors seek the Court's authority sign an employment
agreement and an indemnification agreement with Bruce E.
Roberson, who will serve as the Executive Vice President for
Sales & Marketing.

Mr. Roberson is highly qualified to assume the position of
Executive Vice President for Sales & Marketing.  Mr. Roberson
has extensive senior management experience.  For the last six
years, Mr. Roberson served as a Director of McKinsey & Co., a
leading global strategic management consulting firm.  Mr.
Roberson's responsibilities included serving clients, developing
client relationships, and helping senior executives of leading
companies solve their most challenging problems. Most of his
work has been focused on assisting companies to increase
their profitability, improve their operations, and substantially
increase their revenues.  Mr. Roberson was also a Principal at
McKinsey for five years.  Mr. Roberson's responsibilities as a
Principal included oversight of knowledge development projects
and budgets, personnel evaluation and client development
activities.  His work included supervision of executives of
clients in the earlier stage venture capital industry, computer
hardware business, railroad industry, etc.  Mr. Roberson was
also an Associate, Engagement Manager and Senior Engagement
Manager at McKinsey, for a total of six years. Mr. Roberson
holds an MBA from the Harvard Graduate School of Business
Administration and an AB in Economics from Stanford University.

As a consultant to the Debtors for the past year, Mr. Roberson
has been involved in designing and implementing the new market
model system for the Branch Sales and Service Division.  Mr.
Roberson's considerable familiarity and knowledge of the
Debtors' operations and business plan will facilitate his
immediate engagement with the Debtors' emergence effort.

              Summary Of The Roberson Agreements

Upon approval of the Roberson Agreements, Mr. Roberson will
serve as Executive Vice President for Sales & Marketing of
Safety-Kleen Corporation and, as Mr. Roberson may agree to from
time to time, in appropriate positions in each Safety-Kleen
subsidiary, with the duties, functions, responsibilities and
authority customarily associated with the position.  But Mr.
Roberson will not be required to exercise control over the waste
handling practices of the Company except in his role as
Executive Vice President for Sales & Marketing.  Mr. Roberson
will report to the Chairman of the Board of Directors, President
& Chief Executive Officer of the Company.  The salient terms of
the Roberson Agreements are:

   (a) Term and Duties: Mr. Roberson will serve as Executive
       Vice President for Sales & Marketing through
       September 1, 2003, unless his employment is earlier
       terminated;

   (b) Salary and Bonus: Mr. Roberson will receive an annual
       salary of $350,000, payable in accordance with the
       Company's normal payroll practices for executives.
       During the pendency of the Company's Chapter 11
       proceedings, Mr. Roberson also will be entitled to a
       guaranteed bonus of $350,000, payable in accordance
       with the Company's normal payroll practices for
       executives over the first 12 months of the Employment
       Period. Mr. Roberson also will be entitled to a $200,000
       Retention Fee payable on the first to occur of:

       -- the effective date of the confirmation of SKC's
          plan of reorganization,

       -- SKC's liquidation,

       -- conversion of SKC's proceeding to Chapter 7, or

       -- all or substantially all of the Company's,
          including any debtor affiliate's, assets are sold
          or disposed of in one or more transactions
          (excluding the sale of the Chemical Services
          Division).

       If these events do not occur prior to the completion
       of the Employment Period and the Executive's employment
       was not terminated for Cause, Death or Disability,
       after the completion of the Employment Period, the
       Company will pay Mr. Roberson a cash amount equal to
       the Retention Fee.

   (c) Termination: If Mr. Roberson's employment is terminated
       for Cause or he terminates his employment during the
       Employment Period other than in an Involuntary
       Termination, the Company will pay him within ten days
       after the Date of Termination and any other compensation
       earned for the period up to the Day of Termination that
       has not yet been paid, plus the cash equivalent of any
       accrued but unused vacation.  If Mr. Roberson's
       employment is terminated by an Involuntary Termination,
       the Company will pay him within ten days after the Date
       of Termination, a lump-sum cash amount equal to the sum
       of:

       -- any portion of the Salary and any other compensation
          earned for the period up the Date of Termination that
          has not yet been paid,

       -- the cash equivalent of any accrued but unused
          vacation, and

       -- one year of Salary.

   (d) Indemnification: Mr. Roberson will be entitled to
       indemnification to the fullest extent provided to other
       officers and directors of the Company in accordance
       with the Certificate of Incorporation, Articles and
       By-Laws of the Company, but in no event less than the
       maximum extent permitted under Delaware law, and will
       be covered by the Company's current directors and
       offices' liability insurance.  Mr. Roberson will have
       no liability in his capacity as Executive Vice President
       for Sales & Marketing or in any other capacity
       contemplated by the Roberson Agreements to any of the
       Debtors, the Debtors' respective affiliates, and/or any
       of their respective creditors, shareholders, employees,
       officers and/or bankruptcy estates, and/or to any
       superseding trustee appointed with respect to any
       estates -- whether under Chapter 11 or Chapter 7 --
       and/or any other person or entity for any claim, loss,
       cost or other damage of any nature, except only to the
       extent that the liability, claim, loss, cost or other
       damage is finally adjudged by a court of competent
       jurisdiction, after exhaustion of all appeals therefrom,
       to have been caused by Mr. Roberson's gross negligence
       or willful misconduct -- and any actions, omissions or
       other matters taken with Bankruptcy Court approval will
       conclusively be deemed not to constitute negligence,
       gross negligence or willful misconduct.

The Debtors contend that entering into contractual arrangements
with an executive vice president is within the ordinary course
of their as contemplated by the Bankruptcy Code.  However, the
Debtors believe it was more appropriate to file the Motion
because of the obvious significance and relevance of the
Debtors' choice of a Vice President for Sales & Marketing to the
creditors and interested parties in these Chapter 11 cases.

The Debtors explain that the terms of Mr. Roberson's employment
agreement and the indemnification agreement are necessary to
induce him to accept employment with the Debtors.  Moreover, the
Debtors have determined that the proposed terms of the Roberson
Agreements are within the range of those for senior executive
officers employed with companies of comparable size, value and
reputation.  In addition, the lenders have approved the terms
proposed in the Roberson Agreements. (Safety-Kleen Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


STARTEC GLOBAL: Special Claims Bar Date Set for Sept. 3, 2002
-------------------------------------------------------------
All holders of claims against Startec Global Communications
Corporation and its debtor-affiliates who did not receive due
and sufficient notice of the applicable April 8, 2002 (Non-
Governmental Claimant) or June 12, 2002 (Governmental Claimant)
bar dates for filing proofs of claims in the Debtors' bankruptcy
cases, are required to file their proofs of claims before 4:00
p.m. on September 3, 2002.

Proofs of Claim, if filed by mail, must be addressed to:  

      Bankruptcy Management Corporation (BMC)
      Attn: Startec Claims Agent
      Post Office Box 990
      El Segundo, California 90245-0990

or if by hand or overnight mail, to:

      Bankruptcy Management Corporation
      Attn: Startec Claims Agent
      1330 East Franklin Avenue
      El Segundo, California 90245

Proofs of Claim need not be filed by Special Claimants if they
are on account of:

      (i) claims already properly filed with BMC;

     (ii) claims not listed as disputed, contingent or
          unliquidated in the Debtors' Schedules of Assets and
          Liabilities;

    (iii) claims previously allowed by an order of this Court;

     (iv) claims arising solely from ownership of equity
          securities of a Debtor;

      (v) claims allowable under 11 U.S.C. Sec. 503(b) and
          507(a)(1) as administrative expense under these
          Chapter 11 cases.

Startec Global Communications Corporation, provides
international phone service to ethnic customers in emerging
economies. Together with two of its affiliates, the Company
filed for chapter 11 protection on December 14, 2001. Philip D.
Anker, Esq., represent the Debtors in their restructuring
efforts.


SUPERIOR TELECOM: S&P Junks Rating over Likely Covenant Default
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit,
senior secured, and subordinated debt ratings on cable and wire
manufacturer Superior Telecom Inc., due to the company's
insufficient liquidity, which increases the likelihood of the
company defaulting under a burdensome 2003 debt amortization
schedule.

Standard & Poor's corporate credit rating on Superior Telecom
was lowered to triple-'C' from single-'B'-minus. The current
outlook is negative. The company has approximately $1.2 billon
in debt.

"Although the company may be successful in its current
negotiations to reschedule its debt amortization", said Standard
& Poor's credit analyst Eugene Williams, "Standard & Poor's
deems any restructuring of debt service to be a default and will
lower its ratings to "D" once negotiations are concluded". New
ratings will be assigned subsequent to the restructuring. Mr.
Williams added, "Absent asset sales, available liquidity and
cash flow generation will be insufficient to meet currently
scheduled significant bank principal repayments in 2003. The
ratings could be lowered again if the company's liquidity
continues to diminish or its debt service schedule is altered".

Standard & Poor's noted that East Rutherford, N.J.-based
Superior Telecom's communication wire businesses have suffered
as major telephone companies have reduced capital expenditures.
Major telephone companies are not expected to increase capital
expenditures substantially prior to mid-2003 at the earliest.
Weak underlying conditions over the past few years in the OEM,
electrical wiring, and communications businesses have resulted
in poor financial performance. Also, the recession has been
instrumental in the deterioration of Superior Telecom's OEM
business, which is directly tied to various industrial markets
such as automotive, appliance/tools, and industrial equipment.


US AIRWAYS: US Trustee Appoints Unsecured Creditors' Committee
--------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region IV
and for the Chapter 11 cases of US Airways Group Inc., and its
debtor-affiliates, convened an organizational meeting on Friday
in Arlington, Virginia.  Mr. McDow reminded creditors that this
is not the first official meeting of creditors required under 11
U.S.C. Sec. 341(a).  That meeting will be scheduled at a later
date and all known creditors will be advised by mail of the
time, date and place for that meeting at which a corporate
officer will be required give testimony under oath about the
company's financial affairs.

Scores of creditors indicated their willingness to serve on one
or more official committees to represent creditors',
shareholders' and other stakeholders' interests.

Pursuant to 11 U.S.C. Sec. Section 1102(a) and 1102(b), Mr.
McDow announced that he will appoint one committee to represent
the interests of USAir's unsecured creditors.  The U.S. Trustee
appoints these 13 creditors to serve on the Official Committee
of Unsecured Creditors of US Airways Group:

   1. Airbus North American Holdings, Inc.
      198 Van Buren Street, Suite 300
      Herndon, VA 20170-5335
      703-834-3402
      Attn: R. Douglas Greco

   2. Air Line Pilots Association International
      660 Lakeside Dock Drive
      Kingsport, TN 37663
      423-279-0226
      Attn: Captain Kelly Ison

   3. Charles E. Smith Commercial Realty
      2345 Crystal Drive
      Arlington, VA 22202
      703-769-1215
      Attn: Michael T. Crehan

   4. Electronic Data Systems Corporation
      2345 Crystal Drive, Suite H300
      Arlington, VA 22227
      703-872-6400
      Attn: Mitchell B. George

   5. First Union National Bank
      401 S. Tryon Street, 12th Floor
      Charlotte, NC 28288
      704-715-3021
      Attn: Robert L. Bice, II

   6. Honeywell International
      1140 W. Warner Road
      Mail Stop 1233-M
      Tempe, AZ 85284
      480-592-4506
      Attn: Gerald W. Harris

   7. International Assoc. of Machinists & Aerospace Workers
      9000 Machinists Place, Suite 118B
      Upper Marlboro, MD 20772-2687
      301-962-4560
      Attn: James T. Varsel

   8. J.P. Morgan Trust Company acting by HSBC Bank U.S.A.
      10 East 40th Street
      New York, NY 10016
      212-525-1324
      Attn: Russ Paladino

   9. LSG Sky Chefs, Inc.
      524 E. Lamar Blvd.
      Arlington, TX 76011
      817-792-5553
      Attn: Janice L. Kiraly

  10. Pension Benefit Guaranty Corporation
      1200 K Street, NW, Suite 270
      Washington, DC 20005-4026
      202-326-4020
      Attn: Craig Yamaoka

  11. Rolls-Royce North America, Inc. and affiliates
      14850 Conference Center Drive
      Chantilly, VA 20151
      703-621-2816
      Attn: Kevin T. Lowdermilk

  12. State Street Bank and Trust Company
      2 Avenue de Lafayette
      Boston, MA 02111
      617-662-1754
      Attn: E. Decker Adams

  13. Wilmington Trust Company
      Rodney Square North
      1100 N. Market Street
      Wilmington, DE 19890
      302-636-6058
      Attn: Steven M. Cimalore

(US Airways Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


US AIRWAYS: Fleet Service Workers Ratify Restructuring Plan Pact
----------------------------------------------------------------
US Airways' fleet service workers, represented by the
International Association of Machinists District 141, Wednesday
ratified an agreement on the company's restructuring plan by a
62 percent margin, while the mechanics and related workers,
represented by District 141-M, rejected an agreement by a 57
percent margin.

"Our fleet service workers have demonstrated outstanding
personal commitment and vision in accepting this agreement.  We
are grateful for their decision to voluntarily participate in US
Airways' restructuring," said David Siegel, US Airways president
and chief executive officer.  "Their personal sacrifice is an
enormous contribution to help set US Airways back on the path to
financial health."

"We are extremely disappointed by the vote of our mechanics,"
said Siegel. "While we continue to work hard to achieve
voluntary agreements with all of our labor groups, we now
regrettably must pursue changes to the mechanics' contract
through the bankruptcy court if we are unable to quickly reach a
new agreement."

In addition to this ratification by the fleet service workers,
US Airways has restructuring plan agreements in place with its
pilots, represented by the Air Line Pilots Association; flight
attendants, represented by the Association of Flight Attendants;
simulator engineers, dispatchers, and the flight crew training
instructors, each represented by the Transport Workers Union;
and Maintenance Training Specialists, represented by the IAM.

No agreement has yet been reached with the Communications
Workers of America, representing US Airways' 7,200 reservations
sales representatives and ticket counter representatives.  At US
Airways' request, the U.S. bankruptcy court has set a hearing
date of Sept. 10, 2002, when US Airways will seek relief from
existing contracts that do not include modifications as part of
the restructuring plan.


US AIRWAYS: Machinists Split on Restructuring Proposals
-------------------------------------------------------
Mechanic & Related and Fleet Service Employees at US Airways,
voting separately on similar proposals, took different paths
Wednesday in nationwide voting on company-proposed restructuring
plans. Fifty seven percent of Mechanical & Related employees
casting votes rejected the proposal. US Airways' Fleet Service
employees voted sixty two percent in favor of a separate
proposal.

Earlier this month, US Airways presented recovery proposals to
each group at the airline. Both groups are represented by the
International Association of Machinists and Aerospace Workers.
District 141-M represents 6,800 Mechanical and Related
employees. District 141 represents US Airways' 5,400 Fleet
Service Employees.

"The changes approved by the Fleet Service membership will be
made to their agreement," said IAM General Vice President Robert
Roach, Jr. "Our attorneys are prepared to defend our Mechanical
& Related members and their contract in bankruptcy court."

"The bankruptcy filing is only the first step of a long legal
process, and our members can be assured we will defend their
rights throughout these proceedings. We will continue to look to
the membership for guidance and their decisions will be
respected and defended."

Details about the proposals can be found on the District 141 Web
site at http://www.iam141.organd the District 141-M Web site at  
http://www.iam141m.org  The approved Fleet Service  
restructuring proposal will take effect on September 1, 2002.

The IAM is the largest transportation union in North America
representing 150,000 airline and railroad employees in the
United States and Canada, including 12,000 at US Airways. Please
visit http://www.goiam.orgfor more information about the  
Machinists Union.


USG CORPORATION: Gets Until February 3, 2003 to Decide on Leases
----------------------------------------------------------------
USG Corporation convinced Judge Newsome that it needs more time
to decide whether to assume, assume and assign, or reject its
unexpired nonresidential real property leases.  Pursuant to 11
U.S.C. Sec. 365(d)(4), the Debtors sought and obtained an
extension of their Lease Decision Period through February 28,
2003.  Judge Newsome makes it clear that this third extension is
without prejudice to the Company's right to seek further
extensions.

Paul N. Heath, Esq., at Richards Layton and Finger, relates that
the Debtors have approximately 200 Real Property Leases.
Immediately following the Petition Date, the Debtors focused on
completing a smooth transition into Chapter 11 and fulfilling
their bankruptcy-related administrative and reporting
obligations.  Since then the Debtors have been busy addressing
numerous other issues, such as asset sales, implementation of a
key employee retention plan, and most importantly, devising a
strategy to address the approximately 100,000 pending asbestos
claims against Debtor United States Gypsum Company.  Mr. Heath
stresses that there just hasn't been much time to complete
analysis of the Real Property Leases, or to discuss lease-
related issues with creditor constituencies.

Mr. Heath stresses that USG's Real Property Leases are important
to the Debtors' ongoing operations and, given the number
of leases at issue, the Debtors don't want to risk "prematurely
and improvidently" assuming or rejecting leases without
necessary evaluations, determinations, negotiations and
discussions with the relevant landlords and creditor
constituencies.

Mr. Heath submits that the Debtors believe cause exists for a
third extension.  He offers that, in Delaware, lease decision
periods are routinely granted to large and complex cases like
the Debtors'.  He states that, in some cases, courts have
granted debtors extensions under Section 365(d)(4) of the
Bankruptcy Code through the time of a reorganization plan's
confirmation.

Pending the Debtors' election to assume or reject the Real
Property Leases, Mr. Heath assures Judge Newsome that the
Debtors will perform all of their post-petition obligations in a
timely fashion, as required by 11 U.S.C. Sec. 365(d)(3).  He
contends that there should be little or no prejudice to
landlords, reminding the Court that prepetition arrearages are
relatively small.  Rent, under many of the leases, Mr. Heath
notes, is often paid in advance. (USG Bankruptcy News, Issue No.
32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WINSTAR: Court Approves Retention of Peisner as Tax Consultants
---------------------------------------------------------------
Chapter 7 Trustee Christine C. Shubert sought and obtained the
U.S. Bankruptcy Court for the District of Delaware's authority
to employ and retain Peisner Johnson & Company LLP as Special
Tax Consultant in the Chapter 7 case of Winstar Communications,
Inc., and its debtor-affiliates.

For its services, Peisner will be paid a 50% commission of any
actual cash tax refund it identifies and obtains.  All of
Peisner's expenses will be paid in advance as part of its
commission.

As Special Tax Consultant, Peisner will:

A. conduct a detailed review and analysis of the Debtors' sales
   and tax records,

B. copy those invoices and other documents that may qualify for
   a tax refund,

C. research the applicable issues and schedule those items
   qualifying for refunds and provide Trustee with a detailed
   report of all areas of state and federal tax relief, along
   with the documentation in support of its position,

D. upon Trustee's approval, to file the appropriate refund
   claims or amend state, local or excise tax returns as
   necessary, and

E. perform any other services commensurate with Trustee's needs
   and Peisner's expert knowledge in connection with sales/tax
   use and excise tax matters. (Winstar Bankruptcy News, Issue
   No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


WORLDCOM INC: Williams Comms. Seeks Stay Relief to Effect Setoff
----------------------------------------------------------------
Williams Communications LLC seeks relief from the automatic stay
to setoff certain obligations owed to WorldCom Inc., and its
debtor-affiliates.  Williams also asks the Court for permission
to implement postpetition setoffs on a going forward basis with
Intermedia Communications Inc. and MCI WorldCom Network Inc.

Emily A. Miller, Esq., at Hogan & Hartson LLP, in Washington,
D.C., relates that prior to Petition Date, Williams and certain
of the Debtors entered into a number of agreements and
relationships including:

A. January 5, 1998 Capacity Purchase Agreement between Williams
   and Intermedia Communications, Inc. pursuant to which
   Williams granted indefeasible rights of use of certain
   circuits and routes and provides other services to
   Intermedia;

B. November 13, 1998 Master Services Agreement for IXC Enhanced
   Data Transport Services between Williams and Intermedia
   pursuant to which Intermedia provides certain
   telecommunications services to Williams;

C. October 26, 1999 Master Services Agreement between Williams
   and MCI WorldCom Network Services, Inc. pursuant to which the
   Debtors lease certain DS-N and OC-N lines from Williams; and

D. September 30, 2001 Digital Services Agreement between
   Williams and MCI WorldCom Network Services pursuant to which
   the Debtors provide dedicated point-to-point private lines on
   their local network to Williams.

According to Ms. Miller, under the Williams-Intermedia
Agreements, Intermedia is currently indebted to Williams for
prepetition Fiber Services for $3,274,469.20, while Williams is
currently indebted to Intermedia for prepetition Data Transport
Services in the amount of $5,998.91.  Intermedia is also
currently indebted to Williams for postpetition Fiber Services
for $4,556,651.43, and Williams is currently indebted to
Intermedia for postpetition Data Transport Services for $662.40.

Under the Williams-MCI WorldCom Network Agreements, Ms. Miller
relates that MCI WorldCom are currently indebted to Williams for
prepetition Lines Services for $2,213,664.55, and Williams is
currently indebted to MCI WorldCom for prepetition Private Lines
Services for $3,196,360.27.  MCI WorldCom is also currently
indebted to Williams for postpetition Lines Services for
$1,796,157.68.  However, Williams is not currently indebted to
the Debtors for postpetition Private Lines Services but expects
to incur postpetition indebtedness to MCI WorldCom on a going
forward basis.

Ms. Miller asserts that Williams had the right to setoff its
Obligations against Intermedia Obligations and MCI WorldCom
Network Obligations. (Worldcom Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 12.250% bonds due 2009
(WCOM09USR2) are quoted between the prices 12 and 13. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM09USR2
for more real-time bond pricing.  


XO COMMS: Inks Adequate Assurance Trigger Agreement with Qwest
--------------------------------------------------------------
Qwest Communication Corporation and Qwest Corporation provide
utility services to the XO Communications, Inc.

As previously reported, several entities including Qwest
objected to the Debtor's amended motion and the Debtor's opposed
the objections.

Judge Gonzalez instructed the Debtor and the Objecting Utilities
to try to reach a mutually acceptable adequate assurance
arrangement.

Qwest and the Debtor have reached a mutually acceptable
agreement. The parties stipulate and agree, among other things,
that:

(1) Within two business days after the Debtor's cash and
    marketable securities falls below $250 million, the Debtor
    shall notify the Qwest Utilities of the event, provided,
    however, that:

    (a) the Utilities shall keep a Cash Notice and its contents
        confidential, and shall only distribute or disclose the
        Cash Notice to employees or agents of the Utilities only
        on a "need to know" basis for the Utilities to (i)
        determine for its own purpose the creditworthiness of
        the Debtor and/or (ii) make a request to the Bankruptcy
        Court for further assurances of payment;

    (b) the Utilities shall take all reasonable precautions to
        prevent any trading in the Debtor's securities by their
        officers, directors, employees and agents who have
        knowledge of the Cash Notice or its contents until the
        information has been publicly disclosed; and

    (c) in the event the Utilities (or their representatives or
        employees) are requested or required by legal process or
        otherwise to disclose the Cash Notice or its contents,
        the Utilities shall provide the Debtor with prompt
        written notice so that the Debtor may seek a protective
        order or other appropriate remedy and/or waive
        compliance with the Stipulation and Order, and Utilities
        shall cooperate with the Debtor to obtain confidential
        treatment or an appropriate protective order for the
        Cash Notice and/or its contents.

(2) In the event the Debtor or its non-debtor subsidiaries fail
    to pay timely any undisputed postpetition charges for
    utility services, the Utilities shall not be authorized to
    discontinue the utility services to the Debtor except upon
    further order of the Court, but the Utilities may send a
    notice of default to the Debtor or to the applicable non-
    debtor subsidiary, with a copy to counsel for the Debtor,
    Willkie Farr & Gallagher, and the Utilities may request a
    hearing before the Court pursuant to resolve such dispute,
    if the Payment Default is not cured

    (a) by the Debtor, within 5 business days from the Debtor's
        receipt of the notice of default, or

    (b) by the applicable non-debtor subsidiary, within the
        longer of 5 business days from receipt of notice of
        default or the notice period under applicable non-
        bankruptcy regulatory law including applicable tariffs
        and contracts;

(3) The agreement is without prejudice to the Parties' rights to
    dispute the relevancy to the Utilities rights under section
    366 of the performance of the nondebtor subsidiaries to the
    Utilities or to clarify whether obligations to the Utilities
    are owed by the Debtor or by one or more of its non-debtor
    subsidiaries.

(4) This Stipulation is without prejudice to the rights of

    (a) the Utilities to effect offset of the Debtor's
        obligations to the Utilities against amounts owed to the
        Debtor's non-debtor subsidiaries in accordance with the
        provisions of other agreements among the Parties and
        such non-debtor subsidiaries,

    (b) the Debtors' and its non-debtor subsidiaries to effect
        offset of amounts owed to them by the Utilities against
        amounts owed to the Utilities by the Debtor and its non-
        debtor subsidiaries in accordance with the provisions of
        other agreements among the Parties and such non-debtor
        subsidiaries, or

    (c) any of the Parties to contend that a particular service,
        including a service provided to the Debtor for the first
        time after the commencement of XO's chapter 11 case,
        provided to the Debtor is or is not a utility service
        within the scope of section 366 of the Bankruptcy Code.

(5) The provisions contained in the July 2, 2002 Order of the
    Court deeming utility companies adequately assured of future
    performance shall be binding on the parties except to the
    extent set forth in the Stipulation. In the event of
    inconsistency, the provisions contained in this Stipulation
    and Order shall govern. (XO Bankruptcy News, Issue No. 7;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that XO Communications Inc.'s 12.125% bonds
due 2009 (XOXO09USR3) are trading at 12 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XOXO09USR3
for real-time bond pricing.    


* Larry E. Ruff Joins Charles River Associates as Senior Advisor
----------------------------------------------------------------
Charles River Associates Incorporated (Nasdaq: CRAI), an
internationally known leader in providing economic, financial,
and management consulting services, announced that Larry E.
Ruff, an internationally recognized expert on the restructuring
of electric and gas utilities and on the resulting competitive
markets in the energy sector, has joined CRA as a Senior Advisor
within the firm's Energy & Environment Practice.

As a worldwide authority on competitive corporate restructuring
in power markets, Dr. Ruff frequently advises governments and
utilities in the United States, Canada, the Asia-Pacific region,
and Latin America regarding their paths to strategic growth. He
has also consulted on electricity restructuring in Great
Britain, Europe, the former Soviet Union, Australia, New Zealand
and the Indian subcontinent.  Dr. Ruff's expertise encompasses
all facets of energy market economics and finance, including
market design, privatization, contracts, transmission pricing,
asset valuation, risk analysis, and trading arrangements.

Dr. Ruff just recently prepared an authoritative report for the
Edison Electric Institute titled Economic Principles of Demand
Response in Electricity. This report examines the economic
principles underlying the incorporation of price-responsive
demand in the electricity markets operated by regional
transmission organizations and independent transmission
providers. He has also testified on numerous occasions before
the Federal Energy Regulatory Commission on power market issues.
Prior to joining CRA, Dr. Ruff held the positions of Senior Vice
President at National Economic Research Associates and Managing
Director at Putnam Hayes & Bartlett. In 1998, the Public Utility
Research Center at the University of Florida in Gainesville
presented Dr. Ruff with its Distinguished Service Award. He
holds a Ph.D. in economics from Stanford University and a B.S.
in physics from The California Institute of Technology.

In announcing Dr. Ruff's arrival, James C. Burrows, President
and CEO of Charles River Associates, said, "In CRA's continuing
efforts to expand one of the industry's largest rosters of
world-renowned energy sector consultants, we are in constant
search of individuals of Larry Ruff's caliber. In virtually
every aspect of the power utility economics and restructuring
field, Larry has been a pioneer in both intellect and
implementation, and his guidance has been felt in every area of
the world where power market planning and growth are considered
critical to national economies. We look forward to Larry's
contribution to CRA's energy consultancy."

Founded in 1965, Charles River Associates is an economics,
finance, and business consulting firm that works with
businesses, law firms, accounting firms, and governments in
providing a wide range of services. CRA combines economic and
financial analysis with expertise in litigation and regulation
support, business strategy and planning, market and demand
forecasting, policy analysis, and engineering and technology
management. CRA is distinguished by a corporate philosophy of
providing responsive, top-quality consulting; an
interdisciplinary team approach; unsurpassed economic,
financial, and other analytic skills; and pragmatic business
insights. In addition to its corporate headquarters in Boston
and international offices in London, Melbourne, Mexico City,
Toronto, and Wellington, CRA also has U.S. offices in
Berkeley/Oakland, College Station, Houston, Los Angeles, Palo
Alto, Philadelphia, Salt Lake City, and Washington, D.C. More
information about the Company can be found on its Web site at
http://www.crai.com


* 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 ***