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

              Friday, July 12, 2002, Vol. 6, No. 137     

                          Headlines

ADELPHIA BUSINESS: Secures Open-Ended Removal Period Extension
ADELPHIA COMMS: Taps Conway Del Genio for Restructuring Advice
ADVOCAT: Terminates Arthur Andersen's Engagement as Accountants
AIMGLOBAL TECHNOLOGIES: Steve deJaray Resigns from Board
AMERICAN AIRCARRIERS: Court Sets July 19 General Claims Bar Date

AMES DEPT: Auctioning-Off Fee-Owned Properties on July 19, 2002
AMNIS SYSTEMS: Eliminates $3MM+ Debt Under Workout Agreement
AREL COMMS: Fails to Meet Nasdaq Minimum Listing Requirements
ASIACONTENT.COM: Shareholders Approve Voluntary Liquidation Plan
AVADO BRANDS: Makes Interest Payment on 11-3/4% Senior Sub Notes

BELL CANADA: Signs Pact with NETg to Deliver e-Learning Courses
BETHLEHEM STEEL: McDaniels Is New QA Manager for Sparrows Point
BROADWING INC: Amends Rights Agreement with Fifth Third Bank
CARIBBEAN PETROLEUM: Seeks to Use Cash Collateral Until Oct. 18
CHIEF CONSOLIDATED: New Financing Needed to Continue Operations

COVANTA ENERGY: Court Fixes August 9, 2002 General Bar Date
DUKE & BENEDICT: Trustee to Auction-Off Real Property on July 16
ENRON: Committee Gets OK to Hire McKool Smith as Special Counsel
ENRON CORP: Court Okays ENA's Settlement Pact with Abitibi & NBC
EXODUS COMMS: Has Until Aug. 22 to Make Lease-Related Decisions

FAIRCHILD DORNIER: Gets Nod to Sign-Up Wiley Rein as Attorneys
FIFTH AVENUE CBO: Fitch Ups Rating on $76MM Sub. Notes to BB-
FRUIT OF THE LOOM: Travelers Balks at Multiple Settlement Pacts
GIMBEL VISION: Sells Alberta Centers' Assets to I Care Services
GLENOIT CORP: Wants to Extend DIP Loan Maturity Through Oct. 31

GLOBAL CROSSING: Pascazi Seeks Chapter 11 Trustee Appointment
HQ GLOBAL: Appoints J. Thomas Lynn as Chief Operating Officer
HEALTHCARE PRODUCTS: Neoforma Inc. Acquires Assets for $1.46MM
ICG COMMUNICATIONS: Obtains Open-Ended Removal Period Extension
INSCI CORPORATION: Will Delay Form 10-K Filing with SEC

INFRACOR: March 31, 2002 Balance Sheet Upside-Down by $1 Million
INTEGRATED HEALTH: Tommy Ray Gets Stay Relief to Pursue Claims
INTERLIANT INC: Nasdaq Delists Shares Effective July 10, 2002
KAISER ALUMINUM: Wins Nod to Continue Joint Venture Transactions
KMART CORP: Selling Store No. 3344 Lease to Spencer for $1 Mill.

KMART CORP: 287 Trade Creditors Sell Claims Totaling $17 Million
KMART CORP: Fails to Meet NYSE Continued Listing Standards
LEVEL 3 COMMS: W. Buffett et al to Bring-In $500M New Investment
METALS USA: Sells Detroit Area Facility to Independent Investor
METROCALL: U.S. Trustee Appoints Unsecured Creditors' Committee

MICROCELL: Withdraws Appeal of Nasdaq Delisting Determination
MICROCELL TELECOM: May Fall Short of Feb. 2002 Earnings Guidance
NATIONSRENT: Wants to Expand Ernst & Young's Engagement
NETNATION COMMS: Violates Nasdaq Continued Listing Guidelines
NORTEL NETWORKS: Says S&P Announcement Has Less Impact on Ops.

NORTEL: Ships EDGE Radio & Base Station Equipment to Cingular
OWENS CORNING: Court Approves Stipulation with DrKW Finance
PSC INC: Plans to Appeal Nasdaq Delisting Decision
PROVELL INC: U.S. Trustee Amends Unsecured Creditors' Committee
QSERVE COMMUNICATIONS: Hiring Lentz and Clark as Attorneys

QWEST COMMS: Fitch Slashes Senior Unsecured Debt Rating to B
QWEST COMMS: Moody's Cuts Senior Unsecured Debt Rating to Ba2
QWEST COMMS: Names Oren Shaffer as New Chief Financial Officer
SL INDUSTRIES: Fails to Beat Form 11-K Filing Deadline
SALIENT 3 COMMS: Hires KPMG to Replace Andersen as Accountants

SENIOR HOUSING: S&P Raises Senior Unsecured Debt Rating to BB+
STAR MULTI CARE: Nasdaq Delists Shares Effective July 10, 2002
STAR TELECOMMS: Court to Consider Liquidation Plan on July 31
SUN COUNTRY: UST Appoints Timothy Moratzka as Chapter 7 Trustee
TEXFI INDUSTRIES: Court Okays React Retention as Consultant

US AIRWAYS: Gets Conditional Approval of Federal Loan Guarantee
USG CORP: Trafelet Brings-In ARPC as Evaluation Consultants
VENCOR INC: Secures Final Decree Closing 127 of 129 Cases
WASTE SYSTEMS: Emerges from Chapter 11 Proceedings
WESTERN INTEGRATED: SureWest Gets Approval to Acquire Assets

WORLDCOM INC: TeleGeography Says Company Controls 30% of Market
WORLDCOM INC: Current Customers Being Wooed by Atlantic.Net
WORLDCOM: Moody's Sees High Exposures in Inv. Grade CDOs
WORLDCOM: MCI Unit Brings the "Neighborhood" to South Carolina
WORLDCOM INC: May File for Chapter 11 Protection in 3 Weeks

XEROX CORPORATION: Files Defamation Suit Against BERTL
XO COMMS: Providing Fujitsu America with Voice and Data Services

* Five Hunton & Williams Partners Join Dewey Ballantine

*BOOK REVIEW: The Oil Business in Latin America: The Early Years

                          *********

ADELPHIA BUSINESS: Secures Open-Ended Removal Period Extension
--------------------------------------------------------------
Adelphia Business Solutions, Inc. and its debtor-affiliates
obtained an extension of its time to file notices of removal to
transfer prepetition lawsuits and other Civil Actions pending in
courts outside the Southern District of New York to the Southern
District for continued litigation.  ABIZ keeps its transfer
option, available to it under Bankruptcy Rule 9027(a), open
until the confirmation of a Chapter 11 plan.


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

According to Randall D. Fisher, ACOM's Vice President and
General Counsel, since its appointment in May, the Special
Committee of the Board of Directors has endeavored to stabilize
and rationalize ACOM's operations.  In furtherance of that goal,
the Special Committee sought to employ a firm that could provide
ACOM with restructuring services.  After conducting a search,
the Special Committee selected Conway to assist the Debtors.  
Given the breadth and scope of the Debtors' operations, the ACOM
Debtors require the services of experienced restructuring
managers and bankruptcy consultants to assist them in
restructuring ACOM's businesses, including restructuring any or
all of the ACOM Debtors' existing debt, other obligations or
equity securities, and developing, negotiating and confirming a
plan of reorganization.  As a result of Conway's expertise and
successful history of providing bankruptcy management and a
broad range of consulting services to other public companies in
financially complex, troubled situations similar to the ACOM
Debtors' situation, the ACOM Debtors requested that Conway
provide these services to them.

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

Mr. Fisher informs the Court that Conway was founded by three
former Ernst & Young corporate finance and restructuring and
reorganization practices partners.  Each has more than 20 years
of experience in advising corporate clients.  Conway was created
as a financial advisory firm to provide services focusing on,
among other things, the management and restructuring of
underperforming companies, mergers and acquisitions and
valuations.  Conway consists of more than 35 professionals with
experience in various industries.  The Debtors selected Conway
based on its longstanding reputation in assisting companies
through complex financial restructurings, including bankruptcy
reorganizations, and its degree of success in a wide range of
industries.

So far, Mr. Fisher submits that Mr. Stengel has taken an active
role in spearheading the Debtors' financial rehabilitation by
overseeing the reconstruction of financial data and the
preparation of critical financial reports that are needed for
negotiating with potential investors, the Secured Lenders,
bondholders and other creditor constituencies.  Mr. Stengel has
been providing crisis management and turnaround consulting
services to distressed companies since 1985 and presently,
oversees Conway's Crisis Management Practice.  Prior to joining
Conway, Mr. Stengel was President and Chief Executive Officer of
RF Stengel & Co., Inc., a crisis management firm, and prior to
that, Mr. Stengel was a partner in the Reorganization Advisory
Services practice of Touche Ross & Co.  Mr. Stengel has more
than 25 years of experience in assisting distressed companies in
a wide variety of industries including high technology, computer
supply, metal fabrication, retail, HVAC, office marketing and
equipment, packaging, consumer products, fine jewelry, food
products, environmental services, metal recycling, and
transportation leasing.

Together with other steps the Debtors are taking to put their
financial house in order, Mr. Fisher claims that the Debtors'
hiring of Conway to supply much needed experienced high-level
financial personnel has demonstrated to major creditor
constituencies and other third parties the pro-active approach
the Debtors are taking to restructure their finances and
rehabilitate their operations.

Mr. Fisher points out that Messrs. Stengel, Fox, Bonington and
Indelicato have developed significant relevant experience and
expertise regarding the Debtors that will provide the Debtors
with effective and efficient services.  They also have developed
a strong working relationship with the Debtors' professionals
and creditor representatives.  Through their extensive
prepetition work with the Debtors, Messrs. Stengel and Fox have
become familiar with the Debtors' cash management system and
operations, and have helped to advise the Debtors regarding
budget development in support of proposed DIP financing.  Also,
they have become intimately familiar with the tasks the Debtors
will confront in a restructuring.

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

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

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

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

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

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

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

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

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

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

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

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

ACOM agrees to pay Conway:

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

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

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

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

Prior to the Petition Date, Mr. Fisher discloses that Conway had
received approximately $568,000 from the Debtors for monthly
fees and reimbursement of expenses, including a payment of
$300,000 for services to be rendered through July 20, 2002.  
Conway has received no other compensation from the Debtors or
any other party-in-interest in connection with these chapter 11
cases. Upon executing the Engagement Agreement, Conway received
from the Debtors an initial deposit of $500,000.  Presently,
Conway continues to hold this deposit.

The Debtors have agreed to indemnify Conway in accordance with
the indemnification provisions that are set forth in the
Engagement Letter.  The indemnification provisions are standard
in every Conway contract with its clients.  The Debtors and
Conway believe these provisions are customary and reasonable for
the engagement set forth herein, both in out-of-court workouts
and in chapter 11 reorganizations.

Mr. Stengel assures the Court that the principals and
professionals of Conway do not have any connection with the
Debtors, creditors, or any party-in-interest, or their
respective attorneys; do not hold or represent an interest
adverse to the estate; and are "disinterested persons" within
the meaning of section 101(14) of the Bankruptcy Code.  However,
Conway has in the past or is currently involved in these parties
in matters unrelated to these cases:

A. Indenture Trustee & Bank Lenders: Banc of America Securities
   LLC, BankBoston N.A., Bank of America National Trust &
   Savings Association, Bank of America N.A., Bank of Montreal,
   Bank of Tokyo Mitsubishi Trust Company, Bank of New York,
   Banque Nationale de Paris, Bank of Nova Scotia, Bank One NA,
   Bankers Trust Company, Bayerische Hypo-Und Vereinsbank AG,
   Chase Manhattan Bank, Chase Securities Inc., Chemical Bank,
   CIBC Inc., Citibank N.A., Citicorp USA Inc., Citizen's Bank,
   Corestates Bank N.A., Credit Lyonnais, Credit Agricole
   Indosuez, Credit Suisse First Boston, Credit Lyonnais,
   Deutsche Bank AG, Deutsche Bank Securities Inc., DG Bank
   Deutsche Genossenschafts Bank AG, DLJ Capital Funding Inc.,
   Dresdner Bank AG, Dresdner Bank AG, First National Bank of
   Boston, First Union National Bank, First Union Securities
   Inc., Fleet Bank, Fleet National Bank, Foothill Income Trust
   II L.P., General Electric Capital Corporation, Goldman Sachs
   Credit Partners L.P., Highland Capital Management L.P., J.P.
   Morgan Chase & Co., J.P. Morgan Securities Inc., Mellon Bank
   N.A., Morgan Guaranty Trust Company of New York, Morgan
   Stanley Senior Funding Inc., Nationsbank N.A., PNC Bank,
   Principal Life Insurance Company, Scotiabank, Summit Bank,
   Suntrust Bank, Union Bank of California, and Van Kampen
   American Capital Prime Rate Income Trust;

B. Cable Operators: AT&T Broadband, Comcast Cable
   Communications, Charter Communications, Cox Communications,
   Cablevision Systems Corporation, and Insight Communications;

C. Professionals: Salomon Smith Barney, Credit Suisse First
   Boston, Banc of America Securities, Weil Gotshal & Manges
   LLP, Clifford Chance, Fried Frank Harris Shiver & Jacobson,
   Cleary Gottlieb Steen & Hamilton, Deloitte & Touche, Lazard,
   Reed Smith LLP, and PricewaterhouseCoopers LLC. (Adelphia
   Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1),
DebtTraders says, are quoted at about 39. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVOCAT: Terminates Arthur Andersen's Engagement as Accountants
---------------------------------------------------------------
On June 28, 2002, the Board of Directors of Advocat dismissed
its independent accountants, Arthur Andersen LLP.  The Company
is still in the process of approving new independent
accountants. The decision to terminate Andersen was approved by
the Company's Board of Directors upon the recommendation of its
Audit Committee.

The audit reports of Andersen on the consolidated financial
statements of the Company and subsidiaries as of and for the two
years in the period ended December 31, 2001 contained a
qualified opinion with respect to uncertainty about the
Company's ability to continue as a going concern.

Advocat operates some 65 owned or managed nursing homes with
more than 7,000 beds, as well as about 55 assisted-living
centers with nearly 5,500 units. The company focuses on rural
areas, mainly in the Southeast and Canada. Advocat's facilities
provide a range of health care services including skilled
nursing, recreational therapy, and social services, as well as
rehabilitative, nutritional, respiratory, and other specialized
ancillary services. Payments from Medicare and Medicaid account
for more than 80% of total revenues.


AIMGLOBAL TECHNOLOGIES: Steve deJaray Resigns from Board
--------------------------------------------------------
AimGlobal Technologies Company Inc., (TSE/Amex:AGT) announced
that it has entered into an agreement to establish a facility in
China that gives the company new, low cost manufacturing
capabilities. The Company reported that the facilities, located
in the city of Guang Dong, China, incorporate 40,000 square feet
of leading-edge production space. The Guang Dong facility will
allow the Company to service its customers on a world wide basis
with even more competitive pricing.

The Company also announced that it has accepted the resignation
of Steve deJaray as chairman and a member of the board of
directors and thanked him for his service. The Company announced
that it has appointed Mr. Mel Gould as a director and as
president of the Company. Mr. Gould, a US resident, has
previously supervised the Company's manufacturing operations.
The board of directors named Warren H. Feder, an existing
director, as chairman of the board. The Company's board of
directors now consists of one Canadian resident and three US
residents, meaning that the Company does not satisfy the
existing requirements of the British Columbia Company Act
relating to the residency of directors. Until the proposed new
Business Corporations Act is brought into effect, which will
eliminate all residency requirements for directors of
British Columbia companies, the Company is taking steps to
rectify its technical non-compliance, including considering
whether to continue the Company from the jurisdiction of the
Company Act to the Canada Business Corporations Act.

                         *    *    *

As reported in Troubled Company Reporter's July 9, 2002 edition,
AimGlobal Technologies said that the terms of its bank loans
contain various covenants and restrictions, including
requirements to maintain a minimum debt to equity ratio, a
minimum current ratio, and a minimum debt to effective equity
ratio, maintain a minimum equity dollar amount, achieve minimum
quarterly earnings amounts, and require the company to obtain
the written consent of the bank before providing for the payment
of any dividends or inter-company distributions, and incurring
capital expenditures in excess of $10,000,000 in any year. At
June 30, 2001, the Company was not in compliance with these
covenants.

                     Future operations

The Company's ability to continue ongoing operations is
dependant upon its ability to generate sufficient cash flow,
obtain sufficient financing to fund its business to the point
that it achieves profitable operations and the continued support
of it's suppliers and lenders. The Company has implemented a
restructuring plan to improve efficiency and competitiveness,
and, as a result, profitability, and is actively seeking new
sources of debt and equity financing. The restructuring will
result in staff reductions and a consolidation of office and
manufacturing facilities.


AMERICAN AIRCARRIERS: Court Sets July 19 General Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixed
July 19, 2002, as the General Bar Date for creditors of American
Aircarriers Support, Inc., and its debtor-affiliates to file
their proofs of claim or be forever barred from asserting that
claim.  The General Bar Date also applies to holders of
Rejection Damage Claims, governmental units and holders of
liability insurance claims.

All proofs of claim must be received on or before 5:00 p.m. on
July 9 by:

          Bankruptcy Services, LLC
          Heron Tower, 6th Floor
          70 East 55th Street
          New York, New York 10022

Proofs of claims are not required to be filed anymore if they
are:

     a) claims that have already properly filed against the
        Debtors;

     b) claims not listed as disputed, contingent or
        unliquidated in the Schedules; and

     c) claims previously allowed by this Court.

American Aircarriers, an international supplier of aviation
services, which include sales of aircraft components and spare
parts, maintenance, overhaul and repair of those products, and
engine management services, filed for chapter 11 protection on
October 31, 2000. Jason W. Staib, Esq. and Robert J. Dehney,
Esq. at Morris Nichols, Arsth & Tunnell represent the Debtors in
their restructuring efforts.


AMES DEPT: Auctioning-Off Fee-Owned Properties on July 19, 2002
---------------------------------------------------------------
Judge Gerber schedules an Auction for the sale and lease-back of
certain of Ames Department Stores, Inc.'s fee-owned properties
on July 19, 2002 at the offices of Weil Gotshal & Manges LLP in
New York, New York. Accordingly, the Auction Procedures
contemplated in the motion are approved.  Any person wishing to
bid for the Properties or otherwise submit a higher or better
offer for the purchase of the Properties, must do so in
accordance with the Auction Procedures.

In addition, Judge Gerber permits the Debtors to borrow,
pursuant to the KRC Agreement, up to an aggregate principal
amount of $16,000,000.  The Debtors may borrow an additional
$4,000,000 after satisfaction of the conditions set forth in the
Agreement. In the event that KRC is the ultimate purchaser of
the Properties, as described in the Agreement, any unpaid
portion of the Financing (together with interest accrued) will
be treated as a credit against the purchase price as provided in
the Agreement.

The Debtors will publish a condensed version of the Sale Notice
in the national edition of the New York Times and other
periodical or newspaper that the Debtors, in consultation with
the Committee, consider appropriate.

Judge Gerber also indicates that the Sale Hearing will be held
on July 22, 2002 and the Debtors will seek authorization and
approval of the Agreement and those matters contained in the
Motion.  To the extent required by Section 364 of the Bankruptcy
Code, the Sale Hearing will also constitute a final hearing on
the Financing.  Objections, if any, to the relief requested in
the Motion, to the Sale of the Properties or the assignment of
any of the Leases must be in writing and served so as to be
received by the Clerk of Bankruptcy Court not later than July
15, 2002. (AMES Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Ames Department Stores' 10% bonds due 2006 (AMES06USR1) are
quoted at a price of 1, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMES06USR1
for real-time bond pricing.


AMNIS SYSTEMS: Eliminates $3MM+ Debt Under Workout Agreement
------------------------------------------------------------
Amnis Systems Inc. (OTCBB:AMNM) (Frankfurt:ANI), a leading
global provider of networked streaming video systems, has
eliminated over $3 million in debt on its balance sheet.

The reduction in debt occurred as a result of completing the
final payment to creditors under a workout agreement, conversion
of debt to equity by an officer of the company and reduction in
bank debt.

"Our ongoing fund raising efforts and reduction in debt have
strengthened our balance sheet significantly," said Michael
Liccardo, chairman, president and CEO of Amnis Systems Inc. "We
expect further improvements in our balance sheet as our business
recovers during 2002 and additional funding is received."

Amnis Systems Inc. (OTCBB:AMNM), which acquired Optivision Inc.
in 2001, is the market leader in the networked streaming video
market. The company develops, manufactures and delivers MPEG
network video products for high-quality video creation,
management and distribution worldwide both directly and through
leading industry partners. Based in Palo Alto, Calif., Amnis
products are used in diverse applications such as such as
surveillance, distance learning, content distribution, corporate
training, telemedicine, video-on-demand and high-quality video
conferencing. For more information about Amnis Systems Inc.,
visit http://www.amnisinc.comor phone 800/239-0600.


AREL COMMS: Fails to Meet Nasdaq Minimum Listing Requirements
-------------------------------------------------------------
Arel Communications and Software Ltd. (Nasdaq:ARLC), a leading
provider of interactive distance learning solutions, received a
Nasdaq Staff Determination that its ordinary shares are to be
delisted from the Nasdaq National Market.

Arel is not in compliance with the Nasdaq National Market
minimum bid price requirement of $1.00 per share. Arel will
request a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff's Determination. In accordance with market
regulations, Arel's shares will continue to trade on the Nasdaq
National Market pending the outcome of the appeal. There can be
no assurance that the Panel will grant Arel's request for
continued listing. Should the appeal not be accepted, Arel will
apply to list its shares on the Nasdaq SmallCap Market. The
Company believes that it meets the requirements for the transfer
of its shares to the Nasdaq SmallCap Market.

Arel also announced that its Board of Directors has authorized
management to repurchase of up to $750,000 of its shares. The
purchases will be made at management's discretion in the open
market at prevailing prices, or in privately negotiated
transactions at then-prevailing prices. While the Board has
authorized the buy-back program, implementation of the program
will under Israeli law require approval of Arel's shareholders
and an order of an Israeli court. The Company stated that it is
unable to predict how long the receipt of such approvals will
take. In addition, market conditions prevailing at the time all
of the approvals have been received may affect the timing of the
implementation of the buy-back program.

Commenting on the buy-back program, Mr. Gross - Chairman of Arel
stated, "We believe that our business is at the cutting-edge of
IDL and e-learning technology, and that there is no connection
between our current share price and our real business potential.
The repurchase of our shares may enable us to regain compliance
with the Nasdaq listing requirements and reward our shareholders
after the faith that they have shown in the Company over many
years. We believe that the Company is in a position where it can
pursue this plan to enhance shareholder value."


ASIACONTENT.COM: Shareholders Approve Voluntary Liquidation Plan
----------------------------------------------------------------
Asiacontent.com, Ltd. (OTC Bulletin Board: IASIF.OB) announced
that its shareholders voted to approve the voluntary wind up and
dissolution of the Company and a Plan of Dissolution in a
special meeting of shareholders held July 10, 2002. In approving
the Plan of Dissolution, BDO International was appointed to
serve as the liquidator for the Company. Following the special
meeting, the Company filed Articles of Dissolution with the
Registrar of Companies in the British Virgin Islands, the
Company's place of incorporation. This marked the official
commencement of the dissolution of the Company. The Company has
instructed its transfer agent to close its share register.

Upon the Company's entry into liquidation, the liquidator
assumed the responsibilities and fiduciary duties previously
held by the Company's Board of Directors. Accordingly, the
members of the Board of Directors resigned effective upon
commencement of liquidation.

As reported on June 14th, the Company's Board of Directors
considered a number of factors in recommending the voluntary
wind up and dissolution of the Company, including the Company's
recent performance, its previous unsuccessful efforts to sell
the Company or identify a strategic alliance partner and its
October 2001 spin off of the Internet Solutions operations. It
is expected that the wind up process will be completed in 24
months.


AVADO BRANDS: Makes Interest Payment on 11-3/4% Senior Sub Notes
----------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO) has made its semi-
annual interest payment to holders of its 11-3/4% Senior
Subordinated Notes.  The interest payment was originally due on
June 15, 2002 and as the Company indicated earlier, the payment
was made within the 30 day, no-default period provided for under
the terms of the Indenture.

The Company's semi-annual interest payment to holders of its
9-3/4% Senior Notes, originally due on June 1, 2002, was paid on
June 26, 2002, also within the 30 day, no-default period
provided for under the terms of that Indenture. Avado Brands
owns and operates three proprietary brands, comprised of 13
Canyon Cafe restaurants, which are held for sale, 131 Don
Pablo's Mexican Kitchens and 74 Hops Restaurant *Bar* Breweries.


BELL CANADA: Signs Pact with NETg to Deliver e-Learning Courses
---------------------------------------------------------------
Bell Canada has signed an agreement with NETg, a worldwide
leader in corporate education and training and part of the
Thomson Corporation (NYSE, TSX:TOC), to deliver NETg's e-
Learning courses material to Bell's customers. Under the
agreement, Bell will offer, host and manage NETg's extensive
selection of courseware, which will be integrated into the
Managed Solutions group's portfolio of e-business products.

"Very few e-business providers can offer their customers a
solution that includes superior technology with a broad
selection of content and services," said May Scally, Vice-
President - eBusiness, Bell Canada. "This agreement with
NETg not only complements our service offer, it enables us to
give our customers a one-stop, customized solution to meet all
their e-Learning needs."

A major benefit for Bell's customers is the flexibility to pay
only for access to courses they need so they can adjust their
course selection to meet their changing training needs. Bell
will be the single point of contact for their customers' e-
Learning technology solution, services and courseware.

"We are very pleased to work with Bell to deliver high-quality
learning solutions to their corporate customers," said Joe
Dougherty, President of NETg. "The NETg products, recognized for
innovation and quality by users and industry experts alike,
provide broader employee access to the knowledge and skills
required to meet current business goals."

NETg's feature-rich courseware includes over 2,000 IT and
business and professional development titles ranging from
strategic business planning to Microsoft Office 2000 to
client/server development tools to Web design. Based on proven
instructional design principles, NETg courses combine highly
interactive, real business world learning scenarios and
assessments to ensure skills transfer, along with access to
expertly trained mentors to guide the learning process. Courses
take full advantage of multiple delivery methods to accommodate
different learning styles, and are available in a variety of
languages to serve employees around the world. Built on NETg's
flexible learning object architecture (NLOs), NETg learning
solutions allow users to develop targeted courses and
personalized learning paths by adding, removing, combining,
reorganizing, and modifying content from a vast library of
learning objects. NETg is part of a broader set of learning
products and services from Thomson, the worldwide leader in
enterprise learning.

                  E-Business Solutions

The Managed Solutions group offers a variety of e-business
products, such as Bell's e-Human Resources Centre and eLearning
Centre. The fully managed, end-to-end, integrated solutions
enable customers to direct their resources back into their core
business and improve business processes. Bell's e-business
solutions are Web-based electronic applications for key
functions such as invoicing, procurement, human resources,
learning and CRM.

Bell's e-Human Resources Centre provides organizations with a
single, integrated system that leverages the Internet to
increase productivity and reduce the costs of managing
intellectual capital. It supports value-added HR processes, such
as recruitment, competency management, performance management,
career management, and e-learning.

Bell's e-Learning Centre is a network-centric solution for
providing information and learning to a company's clients or
employees wherever they need it, in a secure, reliable and cost
effective way. It allows for the delivery of information and
training, greatly expanding access to learning resources.

"Bell Managed Solutions", launched last March, is the source for
end-to-end communication solutions that help businesses improve
e-business productivity, protect company data and manage
network-based applications, services and content. Network-based
and fully managed from start to finish, "Bell Managed Solutions"
offers e-Business Solutions, Network Management and Outsourcing,
Security and Data Integrity, Converged Desktop Communications
and comprehensive Professional Services.

Bell Canada, Canada's national leader for communications in the
Internet world, provides connectivity to residential and
business customers through wired and wireless voice and data
communications, high speed and wireless Internet access, IP-
broadband services, e-business solutions, local and long
distance phone and directory services. Bell Canada is owned by
BCE Inc of Montreal. For more information please visit
http://www.bell.ca

The Thomson Corporation, with 2001 revenues of $7.2 billion, is
a global leader in providing integrated information solutions to
business and professional customers. Thomson provides value-
added information and technology to more than 20 million users
in the fields of law, tax, accounting, financial services,
higher education, reference information, corporate training and
assessment, scientific research and healthcare. The
Corporation's common shares are listed on the New York and
Toronto Stock Exchange (NYSE: TOC; TSX: TOC).

As part of The Thomson Corporation, NETg (www.netg.com) is a
global leader in blended learning with a complete solution of
content, technology and services. NETg's offering is comprised
of its award-winning e-Learning courseware, Course Technology
books, CourseCards, instructor-led training manuals and Wave
accelerated IT Boot Camps and self-study kits and the Cardean
University online executive education and MBA programs.

                          *  *  *  *

As reported in the June 18, 2002 issue of the Troubled Company
Reporter, Standard & Poor's affirmed its double-'B'-minus long-
term corporate credit and senior unsecured debt ratings on
telecommunications company Bell Canada International Inc.  At
the same time, the ratings were placed on CreditWatch with
positive implications. The ratings actions follow the Montreal,
Quebec-based company's announced sale of its 41.7% equity
interest in Telecom Americas Ltd. to America Movil S.A. de C.V.
for US$366 million.


BETHLEHEM STEEL: McDaniels Is New QA Manager for Sparrows Point
---------------------------------------------------------------
Bethlehem Steel Corporation has named Charles McDaniels Jr. as
Quality Assurance Manager for its Sparrows Point Division in
Sparrows Point, Maryland.  Mr. McDaniels succeeds Gale D. Marsh,
who is retiring with 40 years service on June 30,2002.

Prior to his appointment, Mr. McDaniels served as QA manager
for Hot Rolled products at Sparrows Point.  He joined Bethlehem
Steel in 1979, advancing through a range of assignments in the
division's metallurgical, quality assurance and hot mill
departments.  In 1996 he was appointed Quality Assurance manager
for the hot mill at Sparrows Point.

Mr. McDaniels holds a bachelor of science degree in
Metals/Materials Science and Engineering from Carnegie-Mellon
University, Pittsburgh, Pa and a masters of business
administration from Loyola College in Baltimore, Md.  He is
married with two children. (Bethlehem Bankruptcy News, Issue No.
18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BROADWING INC: Amends Rights Agreement with Fifth Third Bank
------------------------------------------------------------
On June 10, 2002, Broadwing Inc. amended (Amendment No. 3) its
Rights Agreement dated April 29, 1997, as amended, between the
Company and The Fifth Third Bank, as the Rights Agent. The
Rights Amendment increases, under certain circumstances, the
Beneficial Ownership percentage threshold that would cause an
investment adviser under the Investment Advisers Act of 1940
and/or its affiliates to become an "Acquiring Person" as defined
in the Rights Agreement.

                        Summary Of Rights

On March 3, 1997, the Board of Directors of the Company declared
a dividend distribution of one right on each of the Company's
outstanding common shares to holders of record of the common
shares at the close of business on May 2, 1997. One Right also
will be distributed for each common share issued after May 2,
1997, until the Distribution Date. On November 2, 1999, the
Board of Directors of the Company authorized and effected an
adjustment to each Right. Each Right, as so adjusted, entitles
the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a Series A Preferred Share
of the Company at a purchase price of $125 per Unit, subject to
adjustment.

Initially, the Rights will be attached to all common share
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the common shares and a "Distribution Date"
will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding common shares and (ii) 10 business days following
the commencement of a tender offer or exchange offer that would
if consummated result in a person or group beneficially owning
15% or more of the outstanding common shares.

Until the Distribution Date (i) the Rights will be evidenced by
common share certificates and will be transferred with and only
with such common share certificates, (ii) new common share
certificates issued after May 2, 1997 will contain a notation
incorporating the Rights Agreement, as amended, by reference and
(iii) the surrender for transfer of any certificates for
outstanding common shares will also constitute the transfer of
the Rights associated with the common shares represented by such
certificate.

The Rights are not exercisable until the Distribution Date and
will expire at the close of business on May 2, 2007, unless
earlier redeemed by the Company as described below.

As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the common
shares as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will
represent the Rights. Except for certain issuances in connection
with outstanding options and convertible securities and as
otherwise determined by the Board of Directors, only common
shares issued prior to the Distribution Date will be issued with
Rights.

In the event any Person becomes an Acquiring Person, each holder
of a Right will have the right to receive, upon exercise, common
shares having a value equal to two times the exercise price of
the Right. Moreover, the Rights will not be exercisable until
the Rights are no longer redeemable as described below. If the
Company does not have enough authorized common shares to satisfy
the exercise of the Rights, the Company will be required to
substitute value in the form of cash, property, debt or equity
securities, or a reduction of the Purchase Price, or any
combination of the foregoing, in an aggregate amount equal to
the value of the common shares which would otherwise be
issuable. In addition, the Company may provide that, in lieu of
payment of any exercise price by holders of the
Rights, the Company will issue to such holders securities equal
to the value of the spread between the exercise price and the
value of the common shares. The Acquiring Person would not be
permitted to exercise any Rights and any Rights held by such
person (or certain transferees of such person) will be null and
void and non-transferable.

For example, at an exercise price of $125 per Right, each Right
not owned by an Acquiring Person (or by certain related parties)
following a Flip-In Event would entitle its holder to purchase
$250 worth of common shares (or other consideration, as noted
above) for $125. Assuming that the common shares have a per
share value of $25 at such time, the holder of each valid Right
would be entitled to purchase ten common shares for $125.
Alternatively, at the discretion of the Board of Directors, each
Right following a Flip-In Event, without payment of the exercise
price, would entitle its holder to common shares (or other
consideration, as noted above) with a value of $125.

If, following the Distribution Date, the Company is acquired in
certain specified mergers or other business combinations (i.e.,
the Company does not survive or its common shares are changed or
exchanged), or 50% or more of its assets or earning power (on a
consolidated basis) are sold or transferred in one transaction
or a series of related transactions, each Right becomes a Right
to acquire shares of common stock of the other party to the
transaction (or its ultimate parent in certain circumstances)
having a value equal to two times the Purchase Price. As an
enforcement mechanism, the Rights Agreement prohibits the
Company from entering into any such transaction unless the other
party agrees to comply with the provisions of the Rights.

The Purchase Price payable and the number of Units of Preferred
Shares or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted
certain rights or warrants to subscribe for Preferred Shares or
convertible securities at less than the current market price of
the Preferred Shares or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional Units will be issued
and, in lieu thereof, an adjustment in cash will be made based
on the market price of the Preferred Shares on the last trading
date prior to the date of exercise.

In general, the Company may redeem the Rights in whole, but not
in part, at a price of $0.01 per Right, at any time prior to a
Flip-In Event. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $0.01 redemption price.

Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that
the Rights become exercisable for common shares (or other
consideration) of the Company or for shares of common stock of
the acquiring company as set forth above.

As long as the Rights are redeemable, the Company may amend any
provision of the Rights Agreement in any respect without the
approval of the holders of the Rights. At any time when the
Rights are no longer redeemable, the Company may amend the
Rights Agreement without the approval of the holders of the
Rights in order to cure any ambiguity, correct or supplement any
provision which may be defective or inconsistent with any other
provision, shorten or lengthen any time period, or change or
supplement the provisions in any manner in which the Company may
deem necessary or desirable; provided that no such supplement or
amendment shall adversely affect the interests of the holders of
the Rights, and no such amendment may cause the Rights again to
become redeemable or cause the Rights Agreement again to become
amendable other than in accordance with the terms of the
original Rights Agreement.

Broadwing Inc. (NYSE:BRW) is an integrated communications
company. Broadwing leads the industry as the world's first
intelligent, all-optical, switched network provider and offers
businesses nationwide a competitive advantage by providing data,
voice and Internet solutions that are flexible, reliable and
innovative on its 18,500-mile optical network and its award-
winning IP backbone.

Broadwing Inc.'s March 31, 2002 balance sheet shows a working
capital deficit of about $285 million.


CARIBBEAN PETROLEUM: Seeks to Use Cash Collateral Until Oct. 18
---------------------------------------------------------------
Caribbean Petroleum LP and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for a third
extension of their ability to use Fleet National Bank's cash
collateral.

Caribbean Petroleum LP and Caribbean Oil LP want to use cash on
hand and receipts generated by the sale of inventory and
collection of accounts receivable pledged to Fleet to fund the
Company's operations during the CPLP Projection Period.
Caribbean Petroleum Refining (CPR) also requests permission to
use Firstbank Puerto Rico's cash collateral.

CPLP and COLP project that cash collateral level will increase
by approximately $740,342 over the June 7, 2002 levels. CPR
estimates increase of approximately $157,262. The Debtors assert
that their operational performance will provide Fleet and
Firstbank with adequate protection of any security interest they
may have on the Fleet Cash Collateral and Firstbank Cash
Collateral. The Debtors request the use of the Cash Collateral
through October 18, 2002 and grant replacement liens on the same
type of postpetition property of the estate against which Fleet
and Firstbank held liens as of the Petition Date.

The Debtors tell the Court that the continued use of cash
collateral is important to allow them to continue operations,
preserve their opportunity to reorganize and avoid irreparable
harm to their estates.

More specifically, the Debtors explain that their ability to use
the Lenders' Cash Collateral will enable them to pay employees
and honor post-petition obligations, purchase inventory,
maintain the continuity of their operations, preserve their
assets and provide an opportunity to reorganize and pay a
dividend to creditors. Absent the use of Cash Collateral, the
Debtors would be required to cease their operations, resulting
in the immediate liquidation of all assets and the likely loss
of a number of jobs.

Caribbean Petroleum L.P. 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.


CHIEF CONSOLIDATED: New Financing Needed to Continue Operations
---------------------------------------------------------------
During the year ended December 31, 2001, Chief Consolidated
Mining Co. began mining ore from the Trixie Mine and began
processing ore in the Company's Tintic Mill in January 2002. On
March 28, 2002, the Company encountered unstable mining
conditions and suspended mining and processing operations. As a
result of the suspended mining and processing operations, the
Company is not generating ongoing revenues and does not have
sufficient funding to make the significant safety improvements
required in the Trixie Mine or to continue exploration efforts
related to the Burgin Mine. Management and the Board of
Directors are currently pursuing efforts to obtain additional
sources of financing to allow the Company to proceed with its
operations. The Company is also studying and investigating
selling or developing portions of its land surface rights in
order to generate additional operating capital. There is no
assurance that the Company will be successful in obtaining the
necessary funding.

As of March 31, 2002, the Company had $2,586,511 of land and
mining claims and $3,109,423 of mining related buildings,
machinery and equipment, which in aggregate, represent
approximately 84 percent of total assets. The Company's
buildings, machinery and equipment consists principally of the
Tintic Mill located at the Trixie mine.  The realization of the
Company's investment in land and mining claims and mining
related buildings, machinery and equipment is dependent upon
various factors, including the outcome of : (i) the Company's
success in exploration efforts to discover additional mineral
resources and in proving the technical feasibility and
commercial viability of the identified mineral resources, (ii)
the Company's ability to obtain necessary funding to continue
exploration of the mining properties and to finance operations
while the Company pursues real estate development alternatives
for portions of the Company's land, (iii) the Company's success
in finding a joint venture partner to provide capital funding
for the Company's continued exploration of its mining
properties, (iv) the Company's ability to profitably lease the
Tintic Mill or its mining claims to outside entities, and (v)
the Company's success in selling or developing certain of its
land to fund its continued mining and exploration activities.

Management of the Company has been in discussions with some
creditors to restructure its accounts payable and have also been
in discussions with potential investors to raise capital. There
is no assurance, however, that such new financing will be
available on acceptable terms, or that Chief will be able to
restructure its accounts payable. In the event that it is unable
to obtain such additional financing or restructure its financial
obligations, there would be a material adverse effect on its
financial condition, to the extent that a restructuring, sale or
liquidation could be required in whole or in part.

The Company's financial statements have been prepared assuming
that it will continue as a going concern. However, it has
suffered net losses of $856,567 and $1,244,771 and its operating
activities used $595,044 and $1,035,060 of cash during the three
months ended March 31, 2002 and the three months ended March 31,
2001, respectively. Additionally, as of March 31, 2002, there is
a working capital deficit of $1,229,855 and an accumulated
deficit of $29,946,172. These matters raise substantial doubt
about the ability to continue as a going concern.

As of March 31, 2002, Chief has $2,586,511 of land and mining
claims and properties and $3,109,423 in related machinery and
equipment, representing approximately 84 percent of total
assets. The realization of its investment in land and mining
claims and mining related buildings and equipment is dependent
upon various factors, including: (i) success in exploration
efforts to discover additional mineral resources and in proving
the technical feasibility and commercial viability of the
identified mineral resources, (ii) ability to obtain necessary
funding to continue exploration of the mining properties and to
finance operations while Chief pursues real estate development
alternatives for portions of its land, (iii) success in finding
a joint venture partner to provide capital funding for continued
exploration of its mining properties, (iv) ability to profitably
lease the Tintic Mill or its mining claims to outside entities,
and (v) success in selling or developing certain of its land
holdings to fund continued mining and exploration activities.  
As previously stated, there can be no assurance that any of
these factors may prove successful.


COVANTA ENERGY: Court Fixes August 9, 2002 General Bar Date
-----------------------------------------------------------
Judge Blackshear fixed August 9, 2002 as the General Bar Date
applicable to all prepetition claims against Covanta Energy
Corporation and its debtor-affiliates asserted by creditors.  
Certain groups of claimants need not file proofs of claim:

   (a) Entities that have already properly filed with the Court
       or Bankruptcy Services LLC a proof of claim against one
       or more of the Debtors;

   (b) Entities whose claims are not listed as "disputed",
       "contingent" or "unliquidated" in the Schedules and who
       agrees with the nature, classification and amount of
       claim set forth in the Schedules;

   (c) Entities whose claim previously has been allowed by, or
       paid pursuant to, an order of this Court, including the
       prepetition claims of the Debtors' postpetition
       employees and certain of their critical trade creditors;

   (d) the Debtors or any non-Debtor affiliate of any Debtor,
       for claims held against any Debtor; and

   (e) the holders of equity interests in any of the Debtors,
       including holders of:

       -- any share in a corporation, whether common or
          preferred, and whether or not transferable or
          denominated "stock" or similar security;

       -- an interest of a limited partner in a limited
          partnership; and

       -- a warrant or right to purchase, sell, or subscribe to
          a share, security or interest of a kind specified in
          paragraph (e) that are record holders of interests
          with respect to the equity interests.  This is
          provided, however, that each Equity Holder is required
          to file a Proof of Claim Form on or before the General
          Bar Date with respect to any securities fraud claim of
          any Equity Holders against the Debtors or any claim of
          any Equity Holder that the Equity Holder may have a
          right to require one or more Debtors to purchase or
          otherwise acquire or guarantee the equity interests of
          the Equity Holder, to the extent the claim may exist.

Bar Date for Government Units:

Any claim of a government unit will be filed on or before 4:00
p.m. on September 30, 2002.  However, this deadline will not
apply to entities that are not government units even if the
claim is on behalf of a government unit.

Rejection Bar Date

For executory contracts and unexpired leases that will be Court
approved for rejection after the Bar Date Order and before the
confirmation of a plan of reorganization, the Rejection Bar Date
will be the later of:

   (a) the General Bar Date and

   (b) 30 days after the Debtors send a notice of the Order
       authorizing the Debtors' rejection of a contract to the
       affected lessor or party.

Procedure for Filing a Proof of Claim

Every Entity holding a claim against the Debtors that is
required to file a proof of claim will deliver the Proof of
Claim Form, together with the supporting documents, if any, by
first class U.S. mail, postage prepaid, to:

        Ogden New York Services, Inc. Claims Processing/BSI
        Bowling Green Station
        P.O. Box 5-44
        New York, NY 10274-5044

or hand delivered or recognized overnight courier to:

        Office of the Clerk of Court
        United States Bankruptcy Court
        for the Southern District of New York
        Re: In re Ogden New York Services, Inc., et. al.
        One Bowling Green
        Room 534
        New York, New York 10004-1402

The Proof of Claim will be appropriately completed and signed so
as to be received on or before the applicable Bar Date.  Proof
of Claim forms sent by facsimile or telecopy will not be
accepted.

All proofs of claims must specifically identify on the first
page the particular Debtor the claim is asserted.  Claims
asserted against more than one Debtor must be clearly indicated
or the Entity may file a separate Proof of Claim Forms for each
Debtor. Failure to satisfy these conditions will deem the claim
to be improperly filed pursuant to Bankruptcy Rule 3003(c).
(Covanta Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


DUKE & BENEDICT: Trustee to Auction-Off Real Property on July 16
----------------------------------------------------------------
In the bankruptcy estate of Duke and Benedict, Inc., United
States Bankruptcy Court Southern District of New York. On July
16, 2002, at 11:00 a.m., the Chapter 11 Trustee of the above-
captioned Debtor will conduct an auction sale of the Trustee's
right, title and interest in and to certain Real Property
located at 15th Street East and 44th Avenue East (also sometimes
known as Cortez Road); 15th Street East and 49th Avenue East;
49th Avenue East and 301 Boulevard (also sometimes known as
State Route 683) and also bearing the street address 4505 East
12th Street Court, all located in Bradenton, Florida 34203 at
the United States Bankruptcy Court House, 300 Quarropas Street,
White Plains, N.Y. 10601.  More information about the Auction
can be obtained by contacting Judy Siegel, Esq. at (914) 332-
8000.  The Property can be viewed by contacting Carl Wise at
Preferred Commercial, Inc., (941) 366-6060.

The Property is approximately 55 acres and is zoned for light
manufacturing.  The Property will be sold with all alleged
liens, claims, encumbrances and security interests to attach to
the proceeds of the sale of the Property.

The Trustee proposes to auction the Property, the salient terms
and conditions of the Auction provide:

     * Property Being Sold: The Trustee makes no representation
or warranty as to the existence, condition or title of such
Property;

     * Bids: All bids must be in the form of cash or other
immediately available funds, must be without contingencies or
conditions of any kind, and must be irrevocable.  The minimum
initial bid for the Property is $1,025,000;

     * Representations and Warranties: The purchaser takes the
Property "as is -- where is."  The Trustee makes no
representations or warranties whatsoever;

     * Deposit: Any person wishing to bid on the Property shall
deposit with the Trustee prior to the commencement of the
Auction a deposit in the amount of 10% of the Minimum Bid Price
in the form of cashier's check or certified check drawn on a
bank acceptable to the Trustee, such cashier's check or
certified bank check made payable to "David Kittay, Trustee"
(the "Bid Deposit"); and

     * Closing: The purchase and sale of the Property shall
close within fifteen days after entry of an Order approving the
sale of the Property.


ENRON: Committee Gets OK to Hire McKool Smith as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Enron Corporation and its debtor-affiliates obtained
the Court's authority to retain McKool Smith, nunc pro tunc to
April 15, 2002, as their special Texas litigation counsel.

McKool Smith is expected to render legal services in any Texas
Litigation and as requested by the Creditors' Committee.
Specifically, McKool Smith will:

   (a) investigate, file and prosecute litigation on behalf of
       the Committee in the State of Texas;

   (b) assist the Committee in its analysis of and negotiations
       with the Debtors or any third party concerning matters
       related to Texas Litigation;

   (c) appear on behalf of the Committee at Bankruptcy Court
       hearings and other proceedings in connection with Texas
       Litigation; and

   (d) perform other legal services as may be required and are
       deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties.

Mr. McKool reports that the Firm's hourly rates range from:

            $325 - 550        partners
             175 - 375        counsel and associates
              55 - 125        paralegals

These rates are subject to change. (Enron Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


ENRON CORP: Court Okays ENA's Settlement Pact with Abitibi & NBC
----------------------------------------------------------------
Enron North America Corporation obtained Court approval of its
Settlement and Novation Agreement with Abitibi-Consolidated
Inc., and NBC Global Risk Management.

Under the Settlement and Novation Agreement:

   (a) ENA will assign its rights and delegate its obligations
       under the Novated Contract to the Novatee,

   (b) ENA and Abitibi will release one another from all
       obligations with respect to the Novated Contract, and

   (c) the Novatee will pay to ENA $1,900,000. (Enron Bankruptcy
       News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


EXODUS COMMS: Has Until Aug. 22 to Make Lease-Related Decisions
---------------------------------------------------------------
The deadline for Exodus Communications, Inc., and its debtor-
affiliates to assume or reject unexpired real property leases is
extended to August 22, 2002.


FAIRCHILD DORNIER: Gets Nod to Sign-Up Wiley Rein as Attorneys
--------------------------------------------------------------
Fairchild Dornier Corporation sought and obtained approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia
to engage Wiley Rein & Fielding LLP as attorneys.

As attorneys, Wiley Rein is expected to:

     a. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        the Debtor's behalf, the defense of any actions
        commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to claims filed against the
        Debtor's estate;

     b. prepare on behalf of the Debtor, as debtor-in-
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        the administration of the Debtor's estates;

     c. assist the Debtor in obtaining confirmation of its
        Chapter 11 plan of reorganization; and

     d. perform all other necessary legal services in connection
        with its Chapter 11 case.

Mr. H. Jason Gold, a member of Wiley Rein discloses that the
highest hourly rate currently charged by the firm for core
bankruptcy matters is $425 per hour, and $500 per hour in any
matter.

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


FIFTH AVENUE CBO: Fitch Ups Rating on $76MM Sub. Notes to BB-
-------------------------------------------------------------
Fitch Ratings has upgraded three classes of notes issued by
Fifth Avenue CBO, Ltd., a collateralized bond obligation (CBO)
backed predominately by emerging market sovereign and corporate
debt.

The following securities have been upgraded and removed from
Rating Watch Positive:

   -- $235,286,165 class A senior secured floating-rate notes  
      due 2010 to 'AAA' from 'AA';

   -- $49,470,000 class B senior secured floating-rate notes due
      2013 to 'BBB+' from 'BBB-';

   -- $76,120,000 subordinated notes due 2013 to 'BB-' from 'B'.

Ratings assigned to the class A and class B notes address the
likelihood of noteholders receiving timely interest and ultimate
return of principal. The rating assigned to the subordinated
notes addresses the likelihood of noteholders receiving ultimate
return of principal only.

The ratings reflect an increase in credit enhancement of the
rated notes aided by a significant amount of excess interest
used to service interest payments to the subordinated notes and
to amortize the senior notes. The class A notes were paid down
by approximately $19.7 million since the conclusion of Fifth
Avenue CBO Ltd.'s reinvestment period in March 2001. As of the
June 28, 2002 trustee report, Fifth Avenue CBO Ltd.'s senior par
value test was passing at 126.69% with a trigger of 115%. The
portfolio contained $5.25 million (1.44%) of defaulted assets
with an additional $0.92 million (0.26%) of assets rated 'CCC+'
or less. The weighted average rating of the collateral pool was
between a 'BB' and 'BB-'. Since Fifth Avenue CBO Ltd.'s
inception in March 1998, the deal has experienced relatively few
defaults, with current and historical defaulted assets primarily
attributable to U.S. high yield and Argentine credits.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. In addition, Fitch discussed the current portfolio
with JP Morgan Investment Management, Inc., the collateral
manager, as well as their management strategies for the
portfolio going forward. Fitch will continue to monitor and
review this transaction for future rating adjustments.


FRUIT OF THE LOOM: Travelers Balks at Multiple Settlement Pacts
---------------------------------------------------------------
Travelers Casualty & Surety Company and Travelers Indemnity
Company object to Fruit of the Loom's request for an order
settling matters with multiple parties.

                           Background

Leonard P. Goldberger, Esq., at White  and Williams in
Philadelphia, relates that in 1997, Fruit of the Loom commenced
a lawsuit in the Circuit Court of Cook County, Illinois against
multiple defendants, including Travelers, entitled Fruit of the
Loom, Inc. v. Transportation Ins., et al., No. 97 L 1355.
Velsicol later joined the Illinois Insurance Litigation as an
additional plaintiff. In the Litigation, Fruit of the Loom and
Velsicol seek coverage for environmental damages at more than
thirty sites around the country, including sites referred to in
the Settlement Agreement.

Travelers is vigorously defending itself in the Litigation. A
number of the claims against Travelers by Fruit of the Loom and
Velsicol have been dismissed with prejudice against Travelers.
As to the remaining claims, Travelers has denied that Fruit of
the Loom and Velsicol are entitled to any coverage under the
Policies and has defended itself against Fruit of the Loom's and
Velsicol's claims.

The Litigation was stayed pursuant to 11 U.S.C. Section 362 upon
the commencement of this bankruptcy proceeding on December 29,
1999. At that time, the Litigation was still at the beginning of
the pre-trial process, as the pleadings were not settled. On
June 21, 2000, Debtor moved this Court for an order lifting the
automatic stay so that it could continue to prosecute the
Litigation in the Cook County Circuit Court. On July 10, 2000,
this Court entered an Order lifting the automatic stay so the
Litigation could proceed. Although the Litigation has been
pending for nearly five years, it is still in the early stages
of pre-trial discovery. Fruit of the Loom and Velsicol are in
the process of producing documents. The Circuit Court for Cook
County has not yet resolved or addressed any of the defenses
that Travelers has asserted to the claims of Fruit of the Loom
and Velsicol.

Before the Illinois Litigation was initiated, on August 14,
1995, Travelers, Fruit of the Loom and Velsicol entered a
Settlement Agreement.  Post petition, Debtor attempted to reject
this Agreement. Pursuant to a Stipulation between Travelers and
Debtors and entered by this Court as an Order on April 19, 2002,
Debtors assumed the Policies and withdrew their motion to reject
the 1995 Settlement Agreement. Under this stipulation, Travelers
agreed that certain contingent indemnification claims that it
holds arising out of, or in connection with, the 1995 Settlement
Agreement, and which have been partially liquidated, would be
classified as Class 4(b) claims under the Plan.

                 The Settlement Agreement at Issue

Travelers objects to the Environmental Settlement Agreement
because Mr. Goldberger fears that it may trigger his client's
obligations under the Policies. See UNR Indus., Inc. v.
Continental Cas Co., 942 F.2d 1101, 1105 (7th Cir. 1991). Mr.
Goldberger informs Judge Walsh that most bankruptcy courts have
not adopted the rationale of UNR Indus. Here, the Environmental
Settlement Agreement cannot possibly foreclose Travelers rights
to contest outside the context of this bankruptcy case coverage
obligations Travelers might have under the Environmental
Settlement Agreement or the amount of the liabilities
consensually liquidated by Fruit of the Loom or Velsicol with
the United States and others. Apart from the fact that Velsicol
is not a bankrupt entity, it would be particularly inappropriate
to expect insurers, such as Travelers, to contest coverage
issues in this Court when the Court expressly lifted the
automatic stay so the coverage issues could be litigated in the
Illinois Circuit Court. In other words, Mr. Goldberger does not
want the subsequent Environmental Settlement Agreement to affect
the prior order of the Court permitting coverage issues to be
litigated in Illinois state court.

Because Travelers is not a party to, nor was consulted in
connection with the Environmental Settlement Agreement, it could
not exercise its rights under the Policies or assert any
defenses against potential claims as a result of FTL, NWI and
Velsicol agreeing to settle the claims of the United States and
the other states.

This Court lifted the automatic stay at Fruit of the Loom's
request so that it could pursue the Litigation in Illinois. Upon
lifting the automatic stay, Mr. Goldberger argues, this Court
divested itself of any jurisdiction over the subject matter of
the Litigation. Therefore, orders of this Court cannot be
binding upon the parties to the Litigation in Illinois.

Finally, Mr. Goldberger tells Judge Walsh that Debtors and
Velsicol have asserted that a portion of their liability for
environmental damage is covered by insurance policies
purportedly issued to Debtors by Travelers and other insurers
beginning in 1969.

Mr. Goldberger contends that Debtors and Velsicol are not
entitled to coverage from Travelers for the pollution liability
addressed in the settlement because:

   a) Certain agreements involving the Policies, including the
      Agreement of Settlement, Compromise and Release dated
      August 14, 1995 between Travelers, FTL, NWI and Velsicol
      have released liability for such claims;

   b) Certain dismissals with prejudice of prior insurance
      coverage litigation bar any claims that Travelers can be
      liable for hazardous waste sites covered by those
      dismissals;

   c) The terms, conditions, exclusions and limitations of the
      Policies preclude such claims. (Fruit of the Loom
      Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)   


GIMBEL VISION: Sells Alberta Centers' Assets to I Care Services
---------------------------------------------------------------
Gimbel Vision International Inc., has entered into a purchase
and sale agreement with I Care Services Ltd. to sell all of the
assets of the Corporation's refractive surgery centers in
Calgary and Edmonton, which represent substantially all of the
assets of the Corporation.  I Care is a corporation whose
majority voting shares are owned by corporations controlled by
Howard V. Gimbel, M.D. and Judith A. Gimbel.

H.V. Gimbel Professional Corporation, I Care, Howard V. Gimbel,
M.D., and affiliated corporations provided certain services to
GVI with respect to the refractive eye surgery business pursuant
to a number of agreements and licenses between GVI and certain
members of the Gimbel Group.  On October 9, 2001, the Gimbel
Group issued letters notifying GVI that it was in default of its
financial obligations under certain agreements and licenses and
demanded payment on the arrears.  GVI was unable to cure the
defaults within the notice periods set forth under the various
agreements.  In December of 2001 the Gimbel Group exercised its
termination rights terminating certain agreements and leases
between GVI and certain members of the Gimbel Group but made
interim arrangements to continue providing daily access and
surgical services to GVI in the Alberta Centers pending the
outcome of negotiations between the parties.  

As at May 29, 2002 (the effective date of the Agreement), the
aggregate amount which remained owing by GVI to the Gimbel Group
was $556,643, plus legal and other related fees and interest.

GVI has agreed to sell to I Care its interest in all of the
assets related to the Alberta Centers, which are substantially
all of the assets of GVI.  I Care has agreed to assume certain
liabilities with respect to the Alberta Centers.  The total
consideration, in addition to the assumption of these
liabilities, is $1,557,365, plus interest, which is payable as
follows:

     * the amount of $721,643, plus interest, will be set-off  
against the amounts owing to the Gimbel Group; and

     * the amount of $175 per refractive procedure performed at
the Alberta Centers after May 29, 2002 until such time as the
total sum of such fees equals $835,722.  I Care will deliver an
unsecured promissory note in the amount of $835,722 to GVI at
the closing of the transaction.   

The sale of the Alberta Centers will reduce GVI's outstanding
obligations by approximately $924,000, including the debts owing
to the Gimbel Group identified above, and will enable management
to focus on attracting new businesses to its remaining four
refractive surgery centers in Canada.

Craig Lavelle, GVI's President and Chief Executive Officer,
stated that "the sale of the Alberta Centers will allow GVI to
explore new business opportunities in the medical services
industry".

Closing of the transaction is scheduled to occur on July 31,
2002 and is subject to shareholder approval, the fulfillment of
certain conditions and the obtaining of regulatory approval from
the TSX Venture Exchange.  GVI will seek shareholder approval at
its annual and special general meeting to be held on July 30,
2002.

Gimbel Vision International Inc. is a public Corporation that
owns or is partnered with refractive vision correction centers
in Canada, the United States, Thailand and China.  To date,
GVI's surgeons have performed over 90,000 refractive eye
surgeries. Gimbel Vision International Inc. shares are listed on
the TSX Venture Exchange and trade under the symbol "GBV".


GLENOIT CORP: Wants to Extend DIP Loan Maturity Through Oct. 31
---------------------------------------------------------------
Glenoit Corporation and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Delaware to approve an
amended postpetition financing facility and a postpetition
factoring arrangement.  The amendments will extend the DIP Loan
maturity date until October 31, 2002.

The Debtors tell the Court that in the past four months, they
have:

     i) sold their Fabrics division,

    ii) negotiated a transaction to sell their last two
        operating divisions, which transaction was recently
        terminated by the Debtors in light of the decreasing
        profitability, and

   iii) substantially completed drafting a revised plan and
        disclosure statement, which they expect to file within
        the next two weeks, to allow them to emerge from
        bankruptcy as a stand-alone entity.

The Debtors disclose that until the reorganization is complete,
they will need continued access to the DIP Loan.  With the sale
of the Fabrics division, the Debtors no longer need access to
the GMAC factoring arrangement, but Ex-Cell Home Fashions does
need to continue to factor its receivables with Capital Factors.

With the cushion provided by the DIP Loan and the Capital
Factors arrangements, virtually all of the Debtors' trade
creditors extended postpetition trade credit terms to the
Debtors. The Debtors believe that without the DIP Loan, trade
creditors may well elect to put the Debtors on more stringent
payment terms.

The Debtors advise that they had no outstanding balance under
the DIP Loan and only drew about $13 million under the DIP Loan
as they entered their busiest season.  Those borrowings were re-
paid by late October 2000.

The Debtors assure the Court that they have engaged in arms-
length and good-faith negotiations with BNP Paribas, as agent
for the Secured lenders, and they're convinced that the terms of
the amendment and extension to the DIP Loan are fair and
commercially reasonable.  

The Debtors outline the salient terms of the Amendments:

     -- Due to the sale of the Debtors' Fabrics division and the
        Debtors' need for decreased financing, the Amendment
        contemplates a reduced aggregate amount of advances to
        $44.4 million. The postpetition Commitment remains only
        at $10 million.

     -- Upon the effectiveness of the Amendment and Court
        approval, the Debtors shall pay:

        i) an extension fee of 1% of the Outstanding Commitment
           to the Secured Lender, and

       ii) an administrative agent fee of 1% of the outstanding
           Commitment to BNPP.

Headquartered in New York City, Glenoit Corporation is a
domestic manufacturer of small rugs, knit pile fabrics and an
importer and manufacturer of home products such as quilts,
comforters, shams, shower curtains, table linens, pillows and
pillowcases with operations in North Carolina, Ohio, California
and Canada. The Company filed for Chapter 11 protection on
August 8, 2000. Joel A. Waite, Esq. at Young, Conaway, Stargatt
& Taylor represents the Debtors in their restructuring efforts.


GLOBAL CROSSING: Pascazi Seeks Chapter 11 Trustee Appointment
-------------------------------------------------------------
Michael S. Pascazi, an equity security holder of Global Crossing
Ltd., and its debtor-affiliates, asks that the court appoint a
trustee or, in the alternative, an examiner to conduct an
investigation of the debtors as is appropriate, including an
investigation of any allegations of fraud, dishonesty,
incompetence, misconduct, mismanagement, or irregularity in the
management of the affairs of the debtors of or by current or
former management of the debtors.

According to Mr. Pascazi, the court need consider two distinct
avenues towards the appointment of a trustee, namely:

A. a showing of fraud, dishonesty, or gross mismanagement on the
   part of current or prior management of the debtors, or

B. a showing that appointment would be in the interests of the
   creditors, equity security holders, and other interests of
   the estate.

Mr. Pascazi informs the Court that the Debtors have not filed
the required reports as demanded by the rules of the U.S.
Securities and Exchange Commission.  More specifically, the
debtors have not filed an Annual Report on form 10-K for the
year ending December 31, 2001 as required.  Said failure to
furnish this important report to its shareholders, the S.E.C.
and the investing public at large is a showing of gross
mismanagement on the part of the Debtors' management commencing
on or about March 31, 2002 and continuing to this date.  This
failure to file indicates that the debtors do not fully know the
true and accurate financial condition of the debtors or if the
true and accurate financial condition of the debtors is known
then this failure to file in contravenence of S.E.C. rules is
indicative of gross incompetence on the part of the debtors'
management.

Mr. Pascazi adds that the Debtors have indicated to the court
and to the public that the debtors have taken significant steps
to cut costs and operate more efficiently, but in spite of these
assertions, the debtors continue to report staggering financial
losses with each monthly operating report made to the court.  
For the three month period since seeking protection from the
court, operating losses totaling $486,000,000 have been
incurred.  In fact, losses reported in April 2002 are 7% higher
than losses in February 2002.  It is clear that the debtors'
management has either grossly overestimated the expected results
of its cost cutting or fully understands the expected results
and has chosen to make grossly optimistic predictions
nonetheless.

In either event, Mr. Pascazi believes that the conduct
represents gross mismanagement and cause for the appointment of
a trustee. Additionally, through the actions or inactions of
management, the company's market value has plummeted from a high
of approximately $53,300,000,000 in February 2000 to a value of
approximately $54,000,000 today for a loss of approximately
$53,000,000,000. This represents one of the largest financial
collapses in U.S. history and is surely due to the gross
mismanagement of the financial affairs of the debtors.

Mr. Pascazi notes that published reports indicate that the
Debtors and/or their management are the subject of numerous
investigations into alleged wrongdoings including investigations
by The U.S. House of Representatives, The U.S. Justice
Department and The U.S. Securities and Exchange Commission.  
Additionally, on February 14, 2002 it was announced that a class
action lawsuit had been commenced in the United States District
Court for the Central District of California on behalf of
purchasers of Global Crossing Ltd. publicly traded securities
during the period between February 14, 1999 and October 4, 2001,
including those persons who acquired Global Crossing common
stock pursuant to a merger which closed on September 28, 1999
between Global Crossing and Frontier Corporation.  The complaint
charges certain of Global Crossing's officers and directors with
violations of the Securities Exchange Act of 1934.  The
complaint alleges that during the Class Period, defendants
issued false and misleading statements and press releases
concerning Global Crossing's financial statements, their ability
to offset declining wholesale demand for bandwidth capacity with
higher-margin, customized data services and the Company's
ability to generate sufficient cash revenue to service its debt.

During the Class Period before the disclosure of the true facts,
Mr. Pascazi submits that the Individual Defendants and certain
Global Crossing insiders sold their personally held Global
Crossing common stock generating more than $1,500,000,000 in
proceeds and the Company raised over $7,000,000,000 in debt and
equity offerings.  However, the full extent of Global Crossing's
cash flow crisis and its failure to compete in the market for
customized communications services, began to emerge on October
4, 2001.  On that date, the Company issued a string of stunning
announcements: cash revenues in the third quarter would be
approximately $1,200,000,000, $400,000,000 less than the
$1,600,000,000 expected by a consensus of analysts surveyed by
Thomson Financial/First Call.  The cash revenue shortfall was
purportedly the result of a "sharp falloff" in wholesale IRU
sales to carrier customers.  The Company further announced that
it expected recurring adjusted EBITDA to be "significantly less
than $100,000,000" compared to forecasts of $400,000,000.
Following these announcements, Global Crossing's share price
plunged by 49% to $1.07 per share.

The precise findings of The U.S. House of Representatives, The
U.S. Justice Department and The U.S. Securities and Exchange
Commission or the outcome of the above described civil action
are unknown as is their effect upon the debtors' estate.  Given
that certain management individuals of the debtors are under
investigation of wrongdoing or a defendant in a civil action
alleging wrongdoing and given the weight of the allegations, it
is clearly in the interest of the estate for an independent
trustee to be appointed and manage the financial affairs of the
debtors. (Global Crossing Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HQ GLOBAL: Appoints J. Thomas Lynn as Chief Operating Officer
-------------------------------------------------------------
HQ Global Workplaces, the nation's largest provider of shared
office space in the business center industry, has named J.
Thomas Lynn as chief operating officer for HQ Global Workplaces.

"Tom's vision of a client-focused organization is one that is
adaptable to changing market conditions and responsive to local
business needs and opportunities.  This aligns perfectly with
the strategy we have in place at HQ," said Jon Halpern, chief
executive officer of HQ.  "With more than 20 years of executive
leadership experience managing service-driven businesses, Tom
has clearly demonstrated his ability to successfully build
winning teams and manage operations while remaining focused on
his customers' needs."

In this new position, Lynn will manage the operations of HQ's 16
Area Businesses.  Lynn will also join HQ's executive operating
committee and work to develop effective business and operations
strategies that enhance client satisfaction, increase revenue
and support the ongoing development of the HQ team.

Before joining HQ, Lynn served as president of the Imaginarium
Division for Toys "R" Us, Inc., where, during his tenure, he
developed and implemented a new business strategy that took the
Imaginarium brand from $30M to in excess of $400M in 36 months.  
The Imaginarium global expansion grew the business from 45
locations to more than 1,000 in its TRU stores as well as
launching Imaginarium.com on an Amazon platform.

Lynn joined TRU when Imaginarium Toy Centers, Inc. was acquired
in 1999. As the president and chief executive officer of
Imaginarium Toy Centers, Inc., Lynn transformed the previously
bankrupt company into a market leader in the specialty toy
retail sector.  This was accomplished by orchestrating the
development of the Imaginarium brand, through creating a unique
destination shopping experience with a focus on service,
marketing and merchandising. Before joining Imaginarium, Lynn
founded Kidvest, Inc., a strategic business development
consulting group specializing in manufacturing and retail
companies.

In 1986, Lynn was the co-founder, president and chief executive
officer for Building Blocks, a regional specialty toy retail
company.  There he successfully negotiated the acquisition of
Building Blocks by Specialty Retail Group and was responsible
for the development and growth of the company post- acquisition.  
He has also held senior executive positions with Izod and
Woolworth Corp.

Lynn earned his bachelor's in business administration from Saint
Michael's College in Vermont.  He will be based in the Dallas
corporate office and will commute from his home in New Canaan,
Connecticut.

As the nation's largest provider of shared office space in the
business center industry, HQ Global Workplaces --
http://www.HQ.com-- offers a flexible and cost-effective  
alternative to traditional office leasing for Fortune 100
corporations, small- to mid-size companies and independent
entrepreneurs. Through its network of more than 300 business
centers primarily located in the United States, HQ provides its
clients with furnished private offices, team rooms and meeting
rooms along with essential business services including
administrative support. HQ also offers a variety of state-of-
the-art, technology-based productivity tools including high-
speed Internet access, videoconferencing and advanced
telecommunications services.  HQ operates the world's largest
public room videoconferencing network, offering access to more
than 3,000 locations worldwide.

HQ Global Workplaces filed for Chapter 11 Reorganization on
March 13, 2002, in the U.S. Bankruptcy Court for the District of
Delaware.


HEALTHCARE PRODUCTS: Neoforma Inc. Acquires Assets for $1.46MM
--------------------------------------------------------------
Neoforma, Inc. (Nasdaq: NEOF) expands its Trading Partner
Services offerings and customer base with the acquisition of new
products that provide critical market intelligence and that
offer valuable contract administration capabilities to
healthcare manufacturers and distributors, including sales
tracing and charge-back processing. Neoforma announced that it
has acquired the products, certain customer contracts,
intellectual capital and other business assets of HPIS and med-
ecom, and will manage the assets in a wholly owned subsidiary.

The acquisition broadens Neoforma's portfolio of solutions for
optimizing supply chain performance by providing offerings
tailored to the unique needs of healthcare manufacturers and
distributors. As part of the acquisition, the Company extended
offers to a core group of 27 former employees, who will continue
to serve current HPIS and med-ecom customers.

HPIS (Healthcare Products Information Services) offers
subscription-based services that identify market opportunities,
measure market share and evaluate sales force performance and
management. These services involve aggregating, normalizing,
indexing and then reporting on transactional data provided by
many of the distributor members of the Health Industry
Distributors Association (HIDA), while maintaining agreed upon
data confidentiality and privacy. Healthcare manufacturers and
distributors use this standardized and customized critical
market intelligence to develop strategies to optimize their
market performance.

med-ecom provides subscription-based contract management and
administration products and services. Services include the
retrieval and preparation of manufacturer and distributor data
to allow sales tracing and charge-back processing. Distributors
use these services to keep track of products sold and to improve
the management of the contract pricing and rebate processes.

"Neoforma's market leadership as the supply chain solutions
provider for manufacturers, distributors and hospitals makes
this acquisition an excellent strategic fit," says Vic Ventura,
vice president and general manager of the Neoforma subsidiary.
"We look forward to contributing to the expansion of Neoforma's
services." Ventura, formerly the president and chief executive
officer of HPIS and med-ecom, will report to Dan Eckert,
president and chief operating officer of Neoforma.

"The products and services delivered by HPIS and med-ecom
enhance our overall product mix and support Neoforma's strategy
for optimizing the healthcare supply chain," says Dan Eckert,
president and chief operating officer of Neoforma. "With the
addition of the HPIS and med-ecom services for suppliers, we
expand our role as a trusted information intermediary for our
customers, a role that we take very seriously and one that
offers significant long-term value for Neoforma and for the
industry."

Neoforma's other Trading Partner Services include hospital
master item file verification, cleansing, normalization and
maintenance, e-commerce readiness services, hosted materials
management information systems with related services and vendor-
managed inventory capabilities. Trading Partner Services enable
healthcare manufacturers, distributors and hospitals to improve
their internal operational performance, while Neoforma's
Marketplace Services support process improvements between
organizations.

"This acquisition is consistent with our previously stated
intent to grow our Trading Partner Services," says Andrew
Guggenhime, chief financial officer. "We expect these new
products and services will have minimal EBITDA impact in 2002,
but their addition strengthens our confidence in driving our TPS
growth for 2002 and beyond."

Under the terms of the transaction, Neoforma acquired the assets
of HPIS and med-ecom, former business units of MedContrax, Inc.,
out of bankruptcy for $1.46 million in cash. Other terms of the
transaction were not disclosed. Neoforma management will discuss
the acquisition on the Company's second quarter financial
results conference call, scheduled for July 23, 2002, at 10:00
a.m. (EDT).

Neoforma was recently named as one of Healthcare Informatics'
top 100 healthcare information technology companies of 2001.
Neoforma builds and operates Internet marketplaces that empower
healthcare trading partners to optimize supply chain
performance. Neoforma uses proven, scalable technologies to
provide customized marketplace solutions and services that
enable customers to maximize their existing technology and
supply chain relationships. Healthcare providers, leading group
purchasing organizations, manufacturers and distributors choose
Neoforma as their e-commerce partner. For more information,
visit the company's Web site at http://www.neoforma.com


ICG COMMUNICATIONS: Obtains Open-Ended Removal Period Extension
---------------------------------------------------------------
To provide ICG Communications, Inc., and its debtor-affiliates
with the maximum amount of flexibility in determining where to
litigate pre-petition actions, Judge Walsh grants ICG an
extension of the removal period through the Effective Date of  
the Second Amended Joint Plan of Reorganization. (ICG
Communications Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

ICG Services Inc.'s 13.50% bonds due 2005 (ICG5) are quoted at a
price of 4.5, DebtTraders says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ICG5


INSCI CORPORATION: Will Delay Form 10-K Filing with SEC
-------------------------------------------------------
INSCI Corporation, by resolution of its Board of Directors, on
May 20, 2002 dismissed Arthur Andersen LLP and retained the firm
of Goldstein & Morris CPA PC as its certifying accountant.  Due
to the recent change in certifying accountants, the Company has
experienced unavoidable delay obtaining certain records and
information from its former auditor and therefore has advised
the SEC that its current financial information filing will be
delayed.

The Company anticipates that it will show a net profit of
approximately $155,000 after taking into account interest and
payment of a final preferred stock dividend on its 8%
Convertible Redeemable Preferred Stock. The anticipated net
profit for the fiscal year ended March 31, 2002 is compared to a
net loss of $17,798,000 for the fiscal year ended March 31,
2001. The anticipated change in earnings can be attributed in
part to a reduction in product development cost of $4,000,000
and a reduction of approximately $4,000,000 in cost of sales and
general administrative expenses for the fiscal year ended March
31, 2002. Additionally, the net loss for the fiscal year ended
March 31, 2001 included a one time $9,000,000 restructuring
charge.

INSCI Corp is a friend to trees everywhere. Electronic statement
presentation service provider INSCI, formerly insci-
statements.com, helps companies manage paperless documents
through digital archiving. More than 400 companies use INSCI's
ESP+ Solutions (formerly COINSERV) to store and retrieve
documents, manage workflows, and process e-commerce
transactions. ESP+ employs paperless storage formats such as
optical disk, CD, and tape. About 60% of the company's sales
come from services including installation, maintenance,
training, and related consulting. INSCI sells directly and
through alliances with such tech players as Unisys and Xerox.

As of September 30, 2001, INSCI Corporation has a total
shareholders' equity deficit of about 6.2 million.


INFRACOR: March 31, 2002 Balance Sheet Upside-Down by $1 Million
----------------------------------------------------------------
"[T]he Company incurred a net loss of $5,495,084 during the year
ended March 31, 2002, and, as of that date, had a working
capital deficiency of $2,363,152 and a stockholders' deficit of
$1,000,313," Goodman & Company, L.L.P. of Norfolk, Virginia,
states in its June 7, 2002, Auditors Report concerning Infracor
Inc.  "[T]he Company is evaluating its alternatives with respect
to these matters. These conditions raise substantial doubt about
the Company's ability to continue as a going concern," the
Auditing Firm continues.  

InfraCor Inc., a Virginia corporation formed in 1987, is a
technology-based firm that historically has provided both
environmental and construction products and services. During the
second half of fiscal 1998, INFC made a determination to focus
on its construction lines of business and to de-emphasize its
environmental products and services. Specifically, INFC is
directing its efforts to the development and growth of its
existing underground infrastructure products and services
related to the installation and rehabilitation of subsurface
pipelines using trenchless technologies. Trenchless technology
involves the installation and rehabilitation of underground
pipelines with minimal surface disruption. Some of the methods
used are pipe relining, manhole construction and "pipe
bursting."

Revenues for the fiscal year ended March 31, 2002 were
$14,860,971, as compared to $25,119,188 for the fiscal year
ended March 31, 2001, resulting in a 40.8% decrease in revenues.
This decrease largely was the result of the economic downturn
for which municipalities elected to defer or hold contracts
during the year.

Cost of goods and services for the fiscal year 2002 was
$16,666,164, or 112.1% of sales, as compared to $22,521,655, or
89.6% of sales for the fiscal year 2001. Gross profits for the
fiscal year 2002 were a loss of $1,805,193, or (12.1)% of sales,
compared to $2,597,533, or 10.4% of sales, for the fiscal year
2001. The cost of goods sold increased due to the loss of
several key employees and the higher costs associated with
completing several large projects that were unanticipated.

Selling, general and administrative expenses were $2,592,706, or
17.4% of sales, for the fiscal year 2002, as compared to
$2,068,916, or 8.2% of net sales, for the fiscal year 2001. The
general and administrative expense increase was due to a general
increase in all costs especially in employee benefits which
included the accrual of vacation pay earned but not taken.

Loss on sale of assets for fiscal year 2002 was $79,565, as
compared to loss on sale of assets of $16,852 for the fiscal
year 2001. These amounts reflect the replacement of older
equipment. Interest expense for the fiscal year 2002 was
$902,669 compared to $641,642 for the fiscal year 2001. Interest
expense reflects interest paid on notes payable and long-term
debt, including credit lines, and capital leases. The increase
was due to a general increase in interest rates during the year,
coupled with higher debt and capital lease amounts.

Loss from continuing operations for the fiscal year 2002 was
$5,335,084 compared to net income of $55,956 for the fiscal year
2001. The income tax expense of $160,000 is the reduction of the
benefit attributable to the portion of the net operating loss
carry forwards more likely will not be realizable in the near
term.

Net loss for the fiscal year 2002 was $5,495,084 as compared to
a net income of $76,956 for the fiscal year 2001.

To reiterate, the Company incurred a net loss of approximately
$5.5 million for the year ended March 31, 2002, as compared to
net income of $76,956 for the year ended March 31, 2001. The
deterioration in operating results is due, in part, to decreased
revenue, without a corresponding decrease in operating expenses.
In response to these trends, in January 2002, the Company
initiated a plan to reduce operating expenses by reducing its
workforce by approximately 30 employees. The Company's ability
to generate operating income in the future is, in large part,
dependent on its success in achieving revenue goals and reducing
operating expenses. The Company believes that its January 2002
reduction in force will result in further reductions in
operating expenses that will result in a return to profitability
in the first quarter of fiscal year 2003. Due to market
conditions, competitive pressures and other factors beyond its
control, there can be no assurances that the Company will be
able to achieve its revenue goals in the future. In the event
that the anticipated cost reductions are not realized or revenue
goals are not met, the Company may be required to further reduce
its cost structure. There can be no assurance that the Company
will become profitable.


INTEGRATED HEALTH: Tommy Ray Gets Stay Relief to Pursue Claims
--------------------------------------------------------------
Tommy Ray Mills d/b/a Excel Couriers and Texcel Couriers, Inc.
filed a motion for Relief from the Automatic Stay in order to
pursue State Court Action filed in the District Court of Texas
in connection with a breach of contract/wrongful termination.

Integrated Health Services, Inc., and its debtor-affiliates do
not object to the relief sought, but expressly reserve the right
to raise, without limitation, any defense available in the State
Court Action and expressly reserve the right to object to any
and all proofs of claim filed in the IHS bankruptcy cases by the
Movant.

The Court granted the motion. The Court ordered that the
automatic stay imposed by Sec. 362 of the Bankruptcy Court is
modified to permit Movants to litigate the State Court Action
until settlement or final judgment has been reached, and to take
such actions as are necessary or appropriate to exercise their
rights of appeal, until such rights have been exhausted, and to
satisfy any judgment awarded or settlement reached in the State
Court Action from any applicable insurance policies. According
to the Court's order, to the extent that a judgment or
settlement of the State Court Action is not fully satisfied by
available insurance proceeds, Movants shall have a liquidated,
pre-petition, unsecured claim and shall be entitled to seek
distribution on the claim through the appropriate Debtor
entity's bankruptcy estate.

According to the Movants, Tommy Ray Mills d/b/a Excel Couriers,
the immediate predecessor-in-interest to Texcel, had entered
into an exclusive contract with one of the Debtors -- the
National Institutional Pharmacy Services, Inc. -- for
transportation of pharmaceuticals to and from various nursing
homes within defined regions. Movants allege that, due to
Debtor's termination of its business relationship with Movants
with virtually no notice, combined with the hiring away of
Texcel's drivers at the San Antonio and Houston, Texas
locations, Texcel suffered from immediate loss of revenue. The
actions had further repercussions as it forced Movants to
abandon a lucrative contract with Pharmerica that was near
consummation, Movants allege. Movants filed suit against the
National Institutional Pharmacy Services, Inc. in the 160th
Judicial District of Dallas, Texas, alleging breach of
contract/wrongful termination, seeking damages in excess of
$6,000,000.00.

The Movants told Judge Walrath they had been unable to proceed
with litigation due to the automatic stay imposed by the
Debtors' bankruptcy filing, and the Texas District Court suit
was set to be dismissed on June 7, 2002 for failure to prosecute
absent an Order granting relief from stay.

Movants sought the relief on four bases:

-- Balance of he hardship to Movants by maintenance of the stay
   outweighs the hardship to Debtors of lifting the stay.

-- All of the acts occurred in Texas. Except for the Debtor and
   several witnesses who may testify for the Debtor, all of the
   attorneys, witnesses, and documents are located in Texas. The
   Debtor has already retained counsel in Texas who filed an
   Answer on the Debtor's behalf. Discovery was served and the
   Request for Admissions served by Movants was deemed admitted
   due to the Debtor/Defendant's failure to respond.

-- Absent an order from the Bankruptcy Court lifting the
   automatic stay, the case will otherwise be resolved in the
   federal district court in Delaware as part of the Debtor's
   bankruptcy case, 28 U.S.C. Sec. 157(b)(2)(B), and Movants
   would be required to travel to Delaware, at substantial cost,
   or alternatively arrange for witnesses to travel to Delaware
   or undertake expensive video depositions.

-- This cause of action involves state regulatory issues which
   are most appropriately addressed in Texas state court.
   (Integrated Health Bankruptcy News, Issue No. 39; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)   


INTERLIANT INC: Nasdaq Delists Shares Effective July 10, 2002
-------------------------------------------------------------
Interliant, Inc. (Nasdaq:INIT), a leading provider of managed
infrastructure solutions, announced it received notice late
Tuesday that its appeal to a Nasdaq Listing Qualifications Panel
for continued inclusion of the Company's securities on The
Nasdaq National Market was denied. As a result, the Company was
advised that its securities will be delisted from The Nasdaq
National Market effective with the opening of business today,
Wednesday, July 10, 2002. Nasdaq further advised the Company
that its securities are immediately eligible to be traded on the
NASD-regulated OTC Bulletin Board (OTCBB).

"While we are disappointed that we no longer satisfy the
requirements to trade on the Nasdaq National Market, we will
continue to focus on our business of providing our customers
with the best possible infrastructure solutions," said Bruce
Graham, Interliant president and CEO.

Interliant, Inc. is a leading provider of managed infrastructure
solutions, encompassing messaging, security and hosting plus an
integrated set of professional services products that
differentiate and add customer value to these core solutions.
The company makes it easier and more cost-effective for its
customers to acquire, maintain and manage their IT
infrastructure via selective outsourcing. Interliant sells to
the large/enterprise market through its direct sales force and
to the small and medium-business market (SMB) through its INIT
Branded Solutions program, which allows companies to private
label its offerings. Headquartered in Purchase, NY, Interliant
has forged strategic alliances and partnerships with the world's
leading software, networking and hardware manufacturers,
including Check Point Software Technologies Inc., DELL Computer
Corporation, IBM and Lotus Development Corp., Microsoft, Oracle
Corporation, Sun Microsystems Inc. For more information about
Interliant, visit http://www.interliant.com


KAISER ALUMINUM: Wins Nod to Continue Joint Venture Transactions
----------------------------------------------------------------
Judge Fitzgerald grants Kaiser Aluminum Corporation, and its
debtor-affiliates the authority to pay Joint Venture Claims and
continue Joint Venture Transactions, including any transactions
with the Debtors' nondebtor affiliates necessary to continue the
Joint Venture Transactions, on an interim basis, through July
24, 2002.

Judge Fitzgerald further authorizes Kaiser Australia to pay its
share of Gladstone Tolling Charge Prepayments, without
limitation, with respect to Queensland Alumina Limited's
obligations under the Gladstone Tolling Contracts.  Kaiser
Aluminum & Chemical Corp. is also authorized and required to pay
and perform its obligations as guarantor of Kaiser Australia's
obligations with respect to the Gladstone Tolling Charge
Prepayments. (Kaiser Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

                       *    *    *

As previously reported, the Debtors and their nondebtor
affiliates maintain detailed records with respect to all
transfers of cash to the Joint Venture so that all the Joint
Venture Transactions and any transactions with nondebtor
affiliates related thereto, may be readily ascertained, traced
and recorded properly. A description of the Joint Ventures and
certain of the Joint Venture Transactions are as follows:

A. Kaiser Jamaica Bauxite Company (KJBC): Kaiser Bauxite Co.
     (KBC) manages KJBC and, through a KJBC bank account, pays
     all costs incurred by KJBC in its operations. KBC, in turn
     funds these costs plus its own costs through monthly cash
     calls to the Debtors, ranging from $5,000,000 to $9,000,000
     a month. For fiscal year 2002, the cash calls are
     anticipated to be approximately $90,000,000 and will enable
     the Debtors to generate revenue of $250,000,000 from
     alumina production at Gramercy and bauxite sales to third
     patties. Approximately $7,000,000 of cash calls will come
     due in the next 30 days, as part of the ongoing ordinary
     production cost structure.

B. Alumina Partners of Jamaica (Alpart): The amounts required to
     be paid pursuant to the various Alpart agreements, for
     their shares of Alpart's operating costs, working capital
     requirements, capital expenditure requirements and debt
     service are funded by daily cash calls from Alpart to
     Kaiser Jamaica Corp. (KJC) and Alpart Jamaica Inc. (AJI).
     Although the amount of the cash calls can vary
     considerably, the amounts typically range from $13,000,000
     to $15,000,000 per month. Production sales and delivery by
     Alpart enable the Kaiser Companies to realize $18,000,000 a
     month. Approximately $17,000,000 of cash calls will come
     due in the next 30 days, as part of the ongoing ordinary
     production cost structure.

C. Queensland Alumina Limited (QAL): QAL collects the tolling
     charges and other cash requirements through periodic cash
     calls on the participants. Kaiser Australia receives cash
     calls from QAL five or six times a month in amounts that
     typically range from $6,000,000 to $8,000,000 per month.
     The cash calls generally aggregate approximately
     $90,000,000 to $100,000,000 per year, and through product
     sales and delivery enable the Kaiser Companies to realize
     approximately $120,000,000 a year. To fund the cash calls,
     cash is wired from KACC's Disbursement Account to Kaiser
     Australia's operating account and then to QAL. Some of the
     tolling charges constitute prepayments for QAL's costs and
     some tolling charges are for costs QAL has already
     incurred. The Debtors estimate that cash calls of
     approximately $8,000,000 will come due in the next 30 days,
     attributable to ordinary production costs in the current
     cycle.

D. Volta Aluminium Company Limited (Valco): Four or five times
     per month, Valco makes cash calls to KACC and Reynolds for
     tolling charges. To fund KACC's cash calls, cash is wired
     from KACC's Disbursement Account to a Valco trust account
     in New York. The amount of tolling charges averages
     approximately $10,000,000 million per month while the
     annual aggregate cash calls  approximate $160,000,000,
     generating $230,000,000 in product revenues for the Kaiser
     Companies. The Debtors estimate that approximately
     $15,000,000 in tolling charges will be due in the next 30
     days, attributable to ordinary production costs incurred.

E. Anglesey: Under the metal take-or-pay agreement, KACC
     receives invoices from Anglesey for its 49% of Anglesey's
     output once a month, which it pays at the end of the
     following month. To fund the payment of invoices, cash is
     wired from KACC's Disbursement Account to an account of
     KAII in the United Kingdom and then wired to Anglesey. In
     2001, KACC's share of Anglesey's costs for metal production
     totaled $102,000,000. In 2002, KACC'S share of costs is
     expected to range from $8,000,000 to $9,000,000 per month
     with the Kaiser Companies anticipating in excess of
     $110,000,000 in related revenues over the same period. The
     Debtors estimate that approximately $8,100,000 will be due
     in the next 30 days.


KMART CORP: Selling Store No. 3344 Lease to Spencer for $1 Mill.
----------------------------------------------------------------
Spencer Management LLC emerged as the successful bidder for the
lease of Kmart Store No. 3344 located in Kentwood, Michigan.  
The Debtors and Spencer inked an Asset Purchase Agreement
wherein:

  (a) The Debtors will sell, convey, assign, transfer and
      deliver to Spencer and Spencer will purchase and accept,
      free and clear of all Liens (other than Permitted
      Exceptions), all of the Debtors' right, title and interest
      in, to and under the Store No. 3344 Lease, including all
      related tax, insurance and other escrow accounts;

  (b) The aggregate purchase price is $1,000,000 plus
      Spencer's obligations to make the payments to the Debtors.
      The Purchase Price will be payable as:

           (1) the amount of $100,000 payable by certified check
               made to the order of "First American Title
               Insurance Company, as escrow agent for Kmart
               Corporation" on the date The Vons delivers to the
               Debtors a copy of an executed Agreement, and

           (2) the remainder, plus or minus prorations, by wire
               transfer of funds at Closing.

      The Deposit will be held by the Escrow Agent in an
      interest-bearing account. (Kmart Bankruptcy News, Issue
      No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders says that Kmart Corp.'s 9.78% bonds due 2020
(KMART13) are trading at about 40. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART13


KMART CORP: 287 Trade Creditors Sell Claims Totaling $17 Million
----------------------------------------------------------------
Of $17,032,539 in claim transfers recorded by the Clerk this
month, the SPCP Group LLC scooped-up $5,301,145.  Contrarian
Capital Trade Claims acquired claims totaling $4,793,448.  PW
Willow Fund LLC bought Imperial Toy Corporation's $2,579,964
claim.  Longacre Master Fund Ltd. follows closely with
$2,444,880. Sierra Asset Management LLC bagged $1,051,058.  
Trade Debt Net may have purchased a large number of claims but
they total only $87,964.  Next Factors Inc. brought home
$304,146.  Harvey's Personal Services got Overnite
Transportation's $194,985 claim. Argo Partners acquired $128,202
of Kmart claims.  Liquidity Solutions snared $97,996.  Debt
Acquisition Company of America V took $26,213 and Madison
Liquidity Investment picked-up $22,538.  (Kmart Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Fails to Meet NYSE Continued Listing Standards
----------------------------------------------------------
Kmart Corporation (NYSE: KM) has been notified by the New York
Stock Exchange that its common stock could be subject to trading
suspension and delisting within the next six months. Kmart
received this notification because the average share price of
its common stock for the previous 30 days has been below $1.00.
The NYSE's criteria for continued listing require that a
Company's common stock trade at a minimum average share price of
$1.00 over a 30-day period.

Under NYSE guidelines, Kmart must return to compliance with the
NYSE's criteria for continued listing within six months
following receipt of the NYSE's notification. In the event that
the Company fails to return to compliance in a timely manner, or
the NYSE, in its discretion, otherwise determines to institute
delisting proceedings, the common stock could be subject to
trading suspension and delisting. If Kmart's shares cease to be
traded on the NYSE, Kmart believes that an alternative trading
venue will be available.

Kmart Corporation is a $36 billion company that serves America
with more than 1,800 Kmart and Kmart SuperCenter retail outlets
and through its e-commerce shopping site, http://www.kmart.com


LEVEL 3 COMMS: W. Buffett et al to Bring-In $500M New Investment
----------------------------------------------------------------
DebtTraders reports that Level 3 Communications Inc., a fiber
optic network operator, will receive up to $500 million in new
investment from William Buffett's investment vehicle Berkshire
Hathaway Inc., and two other investment firms.

According to the report, Level 3 Chief Executive Officer Jim
Crowe said that the company will use the money to fund
acquisitions.

DebtTraders analysts Daniel Fan, CFA, and Blythe Berselli, CFA,
advised that Level 3 Communications Inc.'s 9.125% Bond due 2008
was last quoted at a price of 53.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LVLT1for  
real-time bond pricing.


METALS USA: Sells Detroit Area Facility to Independent Investor
---------------------------------------------------------------
Metals USA Inc., has announced the sale to an independent
investor of the Metals USA building located at 1471 East Nine
Mile Road, Hazel Park.

The building, measuring approximately 81,000 square feet, had
housed the Metals USA's Specialty Metals operation, which was
sold recently to Alro Steel, in Jackson, Michigan. Metals USA's
Information Technology Group will continue to occupy 5,600
square feet in the Hazel Park facility under a renewable three-
year lease agreement.

In making the announcement, Metals USA Chairman, Chief Executive
Officer and President J. Michael Kirksey stated, "The sale of
our Detroit-area facility is just one more step in a planned,
on-going series of steps that will enable us to reduce existing
debt. These transactions provide the company greater flexibility
and improve our refinancing options." (Metals USA Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


METROCALL: U.S. Trustee Appoints Unsecured Creditors' Committee
---------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region
III appoints three creditors to serve on the Official Unsecured
Creditors Committee in Metrocall Inc.'s chapter 11 cases.  The
three creditors are:

     1. Product Support Services, Inc.
        Attn: Robert M. Cook
        4051 Highway 121 North 200
        Grapevine, Texas, 76051
        Phone: (972) 355-3401 ext. 222, Fax (972) 874-1401;

     2. The Bank of New York
        Attn: Romano I. Peluso
        5 Penn Plaza, New York, NY 10001
        Phone: (212) 896-7256, Fax: (212) 328-7301;

     3. HSBC Bank USA
        Attn: Russ Paladino
        Issuer Services, 452 Fifth Avenue
        New York, NY 10018
        Phone: (212) 525-1324, Fax: (212) 525-1366.

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

Metrocall Inc.'s 10.375% bonds due 2007 (MCALL2) are quoted at a
price of 4, DebtTraders says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCALL2


MICROCELL: Withdraws Appeal of Nasdaq Delisting Determination
-------------------------------------------------------------
Microcell Telecommunications Inc. decides to withdraw its appeal
of the Nasdaq determination to delist the Company's Class B Non-
Voting Shares from the Nasdaq National Market. The hearing to
appeal the Staff's decision was scheduled for July 12, 2002. As
a result, the Company's Class B Non-Voting Shares will be
delisted from the Nasdaq National Market beginning on July 11,
2002.  

Microcell's Class B Non-Voting Shares will continue to be listed
on the Toronto Stock Exchange under the trading symbol "MTI.B".

Microcell Telecommunications Inc., a national wireless
telecommunications operator, is a member of the S&P/TSX Canadian
SmallCap index. Microcell Telecommunications Inc. has several
operating subsidiaries, including: Microcell Solutions Inc.,
which operates the Company's network and markets Personal
Communications Services (PCS) under the Fido(R) brand name on a
retail basis; and Inukshuk Internet Inc., which intends to
deploy a cross-Canada high-speed fixed wireless access network
based on Internet Protocol. The Company employs more than 1,900
people across Canada. For more information, please visit
http://www.microcell.caor http://www.fido.ca


MICROCELL TELECOM: May Fall Short of Feb. 2002 Earnings Guidance
----------------------------------------------------------------
Microcell Telecommunications Inc. (TSX: MTI.B), announced its
subscriber results for the second quarter of 2002. Total retail
gross customer activations for the three months ended June 30,
2002 were 155,260, an increase of 16% over the 133,464 gross
activations attained in the same quarter in 2001. The
postpaid-prepaid gross activation mix for the second quarter was
significantly ahead of the Company's full-year 2002 expectation
of a 50/50 split. Postpaid subscriber additions in the quarter
represented 95,468, or 61% of the total gross additions for the
second quarter, while prepaid accounted for the remaining 59,792
new wireless gross activations.

Total new retail net additions totaled 42,978 for the second
quarter of 2002, compared with 63,297 for the same quarter one
year ago. Postpaid accounted for 11,922 of the new retail
customers acquired in the second quarter, while prepaid
accounted for the remaining 31,056. Higher churn, particularly
within the postpaid customer base, was the primary contributor
to lower net subscriber additions in the second quarter of 2002
compared with the second quarter of 2001.

The blended retail, post-guarantee-period average monthly churn
rate was 3.0%, compared with 2.3% reported in the second quarter
of 2001. This result comprises churn of 2.9% for postpaid and
3.2% for prepaid compared with 1.7% and 2.9%, respectively, for
the same quarter in 2001. The increase in the churn rate was due
primarily to continuing high Company-initiated churn to
disconnect non-paying customers, as well as to the high level of
gift-related activations during the fourth quarter.

During the second quarter, the Company also removed 90,000
inactive prepaid customers from its retail customer base. The
Company defines inactive prepaid customers as those who have not
made or received a call for a period of more than 30 days. Of
these 90,000 inactive prepaid customers, 40,000 customers were
deactivated following the termination of a customer retention
program. The 90,000 figure represents approximately the average
monthly number of inactive accounts in the Company's prepaid
customer base in the last twelve months preceding the second
quarter of 2002. By excluding these inactive accounts from the
reported customer base, the Company believes that it is
providing a more accurate representation of the Company's
quarterly prepaid operating statistics for average revenue per
user and average monthly usage.

Due to the preceding adjustment, the Company provided wireless
service to 1,188,754 retail Personal Communications Services
customers as at June 30, 2002, 647,214 of which were on postpaid
and 541,540 on prepaid. Microcell also provided digital PCS
wireless services to 21,870 wholesale subscribers as at the end
of the second quarter of 2002.

                       2002 Guidance

Based primarily on current market conditions, as well as
year-to-date trends for churn and ARPU, the Company does not
expect to meet its guidance provided in February 2002. At that
time, for full-year 2002, management expected to acquire 300,000
retail net customer additions, report a combined postpaid and
prepaid churn rate of 2.6%, achieve a blended ARPU of $40 to
$41, and generate $100 million of earnings before interest,
taxes, depreciation and amortization from PCS operations (PCS
EBITDA).

The results disclosed in this release are subject to possible
adjustment per Microcell's normal end-of-quarter review and
audit process. The Company's main operating and financial
results for the second quarter of 2002 will be released on
August 9, 2002.

Microcell Telecommunications Inc., a national wireless
telecommunications operator, is a member of the S&P/TSX Canadian
SmallCap index. Microcell Telecommunications Inc. has several
operating subsidiaries, including: Microcell Solutions Inc.,
which operates the Company's network and markets Personal
Communications Services (PCS) under the Fido(R) brand name on a
retail basis; and Inukshuk Internet Inc., which intends to
deploy a cross-Canada high-speed fixed wireless access network
based on Internet Protocol. The Company employs more than 1,900
people across Canada. For more information, please visit
http://www.microcell.caor http://www.fido.ca


NATIONSRENT: Wants to Expand Ernst & Young's Engagement
-------------------------------------------------------
With the formal dismissal of Arthur Andersen as their
independent accountants and auditors, NationsRent Inc., and its
debtor-affiliates ask to expand the scope of the retention and
employment of Ernst & Young LLP to include auditing, accounting
and tax consulting services in these Chapter 11 cases, nunc pro
tunc to June 24, 2002.  Ernst & Young was originally retained as
strategic compensation consultants for the Debtors.

The Debtors anticipate Ernst & Young to render these specific
auditing and accounting services:

A. audit the Debtors' financial statements;

B. communicate opportunities for economies in or improved
   controls over the Debtors' operations;

C. perform inventory and equipment observation procedures;

D. render accounting assistance in connection with reports
   required by the Court;

E. provide accounting support on the preparation of a
   liquidation analysis for the Debtors;

F. provide expert testimony as required;

G. work with accountants and other financial consultants to the
   Creditors' Committee and other creditor groups;

H. assist the Debtors in filing the periodic reports as required
   by the SEC;

I. assist with avoidance action analysis; and,

J. assist with other matters the Debtors and Ernst & Young may
   agree from time to time.

The Debtors also expect Ernst & Young to provide these tax
consulting services as requested throughout the course of these
Chapter 11 cases:

A. advise the Debtors regarding the tax implications of various
   restructuring options;

B. provide tax consulting advice in connection with the
   operation of the Debtors' businesses;

C. assist with the settlement of tax claims;

D. assist with obtaining tax refunds;

E. work with the Debtors to assess the validity of certain tax
   claims;

F. determine the deductibility of professional fees incurred
   during the Debtors' bankruptcy cases; and,

G. assist with other matters as the Debtors and Ernst & Young
   may agree from time to time.

Michael J. Merchant, Esq., at Richards, Layton & Finger P.A. in
Wilmington, Delaware, notes that, in performing auditing and
accounting services for the Debtors, Ernst & Young will not be
assuming the role of management, but rather, will serve in an
advisory capacity only.  The Debtors understand that any
decision to implement Ernst & Young's recommendations or to act
on Ernst & Young's advice will be solely in the Debtors'
discretion.

Mr. Merchant further submits that, subject to the Court's
approval, the fees for Ernst & Young's services will be billed
on an hourly basis in accordance with its ordinary and customary
hourly rates.  The current hourly rates are:

          Tax Services:
          -------------
             Partners and Principals    $540 - 724
             Senior Managers             453 - 509
             Managers                    302 - 412
             Seniors                     197 - 383
             Staff                       155 - 276

          Audit Services:
          ---------------
             Partners and Principals    $400 - 595
             Sr. Managers/ Managers      295 - 515
             Seniors Auditors            180 - 290
             Staff & Paraprofessionals   110 - 200

The firm will also seek reimbursement of actual and necessary
out-of-pocket expenses.

Mr. Merchant assures the Court that the firm is qualified to
perform the proposed additional services.  Ernst & Young is one
of the nation's leading professional services firms providing
accounting, advisory, tax and other services and is very
familiar with the Debtors' financial affairs.  Moreover, Thomas
J. Bradley, the audit partner who is responsible for providing
Ernst & Young' audit and accounting services to the Debtors, was
the audit partner of Andersen before joining Ernst & Young.  Mr.
Bradley was also responsible for providing Andersen's audit and
accounting services to the Debtors before that move.
(NationsRent Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NationsRent Inc.'s 10.375% bonds due 2008 (NATRENT), DebtTraders
says, are trading at about 1. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATRENT


NETNATION COMMS: Violates Nasdaq Continued Listing Guidelines
-------------------------------------------------------------
NetNation Communications, Inc. (Nasdaq:NNCI) received a Letter
of Notice from Nasdaq dated July 8, 2002, indicating that the
Company fails to comply with the minimum USD$1.00 per share
requirement for continued inclusion under Nasdaq Marketplace
Rule 4310(C)(4), and therefore, in accordance with Marketplace
Rule 4310(C)(8)(D), it has been provided with 180 calendar days,
or until January 6, 2003, to regain compliance.

According to the Nasdaq rule, compliance will entail the bid
price of the Company's common stock to close at USD$1.00 per
share or more for a minimum of ten consecutive trading days
before January 6, 2003. Under certain circumstances, to ensure
that the Company can sustain long-term compliance, Nasdaq may
require that the closing bid price equals US$1.00 per share or
more for more than ten consecutive trading days before
determining the Company complies.

If compliance is not demonstrated by the Company by this date,
Nasdaq will determine whether the Company meets the initial
listing criteria for The Nasdaq SmallCap Market under
MarketPlace Rule 4310(C)(2)(A), by which the Company may be
granted an additional 180 calendar days to demonstrate
compliance. If Nasdaq determines that the Company does not
qualify for an extension under MarketPlace Rule 4310(C)(2)(A),
the Company will be provided with written notification that its
securities will be delisted. At that time, the Company may
appeal the Staff Determination to delist its securities to a
Nasdaq Listing Qualification Panel.

NetNation Communications, Inc. -- http://www.netnation.com-- is  
a pioneer in web hosting and domain name registration. Since
inception in 1997, the Company has extended its products to
offer enhanced-dedicated servers, co-location and shared hosting
services to clients in over 130 countries. NetNation is
recognized by industry evaluators for its excellent customer
service and support, as reflected by its frequent Top 10 web
host rankings worldwide.


NORTEL NETWORKS: Says S&P Announcement Has Less Impact on Ops.
--------------------------------------------------------------
After the close of trading on the New York and Toronto stock
exchanges Tuesday, Standard & Poor's announced changes to the
S&P indices, replacing the seven non-U.S. companies, including
Nortel Networks Corporation (NYSE:NT) (TSX:NT.), currently in
the S&P 500 index with seven U.S. corporations. Nortel Networks
will also be replaced on the S&P 100 index. These changes are
expected to be effective as of the close of trading on July 19,
2002.

Commenting on the announcement, Frank Dunn, president and chief
executive officer, Nortel Networks, said, "As S&P indicated in
their release, the purpose of the change is to put all S&P 500
index members in compliance with S&P's current selection
criteria, which require a member to be a 'U.S. company'. We do
not expect S&P's announcement to have any impact on our day-to-
day business operations. However, we are sensitive to the short-
term impact this change may have on our investors."

According to S&P's release, Nortel Networks membership in the
S&P/TSX 60 index and the S&P Global 1200 index is unaffected by
yesterday's announcement.

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 Long Haul Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

Nortel Networks Ltd.'s 6.125% bonds due 2006 (NT06CAN1) are
quoted at a price of 73.5, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for  
real-time bond pricing.


NORTEL: Ships EDGE Radio & Base Station Equipment to Cingular
-------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT.) has shipped its first
commercial EDGE (Enhanced Data Rates for GSM Evolution) radio
and base station equipment to Cingular Wireless, the second
largest wireless carrier in the nation.

Cingular plans to deploy Nortel Networks EDGE solution in
several markets - including North Carolina, South Carolina,
coastal Georgia, eastern Tennessee and Puerto Rico - as part of
an agreement between Nortel Networks and Cingular Wireless
announced in March 2002.  

Nortel Networks EDGE technology will position Cingular to
provide additional network capacity, and to make advanced
wireless data services available to its growing subscriber base.

EDGE is designed to deliver third generation (3G) packet data -
up to three times faster than currently available with GPRS -
for Web browsing, streaming audio and video, multimedia
messaging, location-based services, m-commerce, Virtual Private
Networks and other wireless services.

"In a continually evolving wireless environment, it is critical
to offer customers the most advanced data and voice
communications services available," said Bill Clift, chief
technology officer, Cingular Wireless. "Our relationship with
Nortel Networks positions Cingular to provide these services."

"We're pleased to provide equipment and services to Cingular,"
said Vivian Hudson, general manager, GSM/GPRS/EDGE, Wireless
Networks, Nortel Networks. "Nortel Networks is committed to EDGE
technology. Nortel Networks EDGE and GSM solutions will allow
leading operators like Cingular to provide their suites of
services more cost-effectively."

In October 2001, Cingular Wireless announced the commercial
launch of a GPRS network in the same region using Nortel
Networks infrastructure. In September 2001, Nortel Networks was
selected to provide an ATM backbone for Cingular Wireless to
connect 87 markets throughout the United States. Nortel Networks
was also selected to install tandem switching equipment to
create networking efficiencies for Cingular Wireless in managing
shared network arrangements with other operators.

EDGE is an International Telecommunication Union (ITU) approved
3G radio access standard. EDGE allows TDMA and GSM carriers to
deploy 3G high-speed data services within existing spectrum
allocations, providing an alternative route for GSM operators
without access to 3G licenses.

Nortel Networks is a founding member of the 3G Americas
Association, a new global wireless trade organization focused on
the wireless industry in the Americas. In addition, Nortel
Networks is a member of the EDGE Operators Forum, a cooperative
global industry relationship among major operators and vendors
commercially committed to EDGE as part of the GSM evolved
solution for 3G service delivery.

Nortel Networks has deployed 72 GSM/GPRS networks with operators
in 41 countries. Nortel Networks GSM offering also includes
Advanced Multi Rate (AMR), a technology designed to increase the
number of voice channels per frequency band to provide improved
voice quality and spectrum efficiency. Combined with EDGE, AMR
can increase the number of voice and data users supported
without requiring an increase in radio resources.

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 Long Haul 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


OWENS CORNING: Court Approves Stipulation with DrKW Finance
-----------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained
approval of a stipulation between Owens Corning and DrKW Finance
(formerly known as Dresdner Kleinwort Benson North America
Leasing, Inc.).  Owens Corning and Dresdner are parties to a
Master Equipment Lease Agreement No. 1 dated December 29, 1998.  
Dresdner holds a valid, properly perfected, first priority
security interests in equipment and related personal property in
Schedule No. 001 of the lease agreement.

According to J. Kate Stickles, Esq., at Saul Ewing LLP in
Wilmington, Delaware, by this stipulation, both parties intend
to modify the economic terms of their Letter Agreement dated
September 27, 2001.  Under the Letter Agreement, the Debtors and
Dresdner agreed on an interim business solution pursuant to
which:

A. the Debtors have been making periodic payments to Dresdner,
   representing 80% of the post-petition quarterly payments due
   and owing under the equipment agreement either as partial
   postpetition rent under the said agreement or to protect
   Dresdner's interest in the personal property;

B. The Debtors have been entitled to the continued use and
   possession of the personal property; and,

C. Dresdner has stood still with respect to potential rights and
   remedies it may have under the Bankruptcy Code.

Ms. Stickles claims, the Debtors and Dresdner want to provide
for, among other things, the Debtors' continued use and
possession of the personal property and the Debtors' continued
postpetition performance and periodic payments of amounts with
respect to the equipment agreement and the personal property.

The stipulation provides, in specific part, that:

A. On or before the 30th day of each March, June, September and
   December, commencing on March 30, 2002, the Debtors will pay
   to Dresdner an amount equal to 100% of the postpetition
   quarterly payments pursuant to the terms of the equipment
   agreement;

B. Within three business days following the approval of the
   stipulation, the Debtors will pay to Dresdner an amount equal
   to the accrued, but unpaid, postpetition quarterly payments
   under the equipment agreement (representing 20% of the
   scheduled postpetition quarterly payments through and
   including the quarterly payment that became due on December
   30, 2001), plus interest, aggregating $1,435,621 as of March
   31, 2002;

C. All amounts paid by the Debtors to Dresdner pursuant to the
   stipulation and through and including March 31, 2002, as per
   the letter agreement or the parties' continued course of
   dealings subsequent to the termination of the letter
   agreement are hereby ratified, confirmed as if they had been
   paid to Dresdner;

D. Dresdner waives any and all accrued, but unpaid, expenses
   that are due and owing under the terms of the equipment
   agreement as of April 23, 2002.  This includes, but is not
   limited to attorney's fees and appraisal costs, which are
   estimated to be in excess of $75,000;

E. During the term of the stipulation, and as long as the
   Debtors make the payments to the equipment agreement and
   otherwise perform its obligations under the equipment
   agreement, Dresdner will stand still up to and through the
   earlier of the date on which:

    a. a trustee, responsible person, state administrator,
       representative or similar person is appointed for the
       Debtor or Debtors that are utilizing the personal
       property;

    b. the Debtors' Chapter 11 bankruptcy cases are dismissed or
       converted to a case under Chapter 7 of the Bankruptcy
       Code;

    c. the filing of a Motion under Section 363 or 365 of the
       Bankruptcy Code relating to the sale, assignment, lease
       or use of the Personal Property or the Equipment
       Agreement; or

    d. a plan of reorganization or a plan of liquidation is
       confirmed by or with regard to the Debtors or a plan of
       reorganization is filed which proposes to sell, assign,
       or lease the Personal Property or the Equipment
       Agreement.

   During the standstill period, Dresdner will not take, with
   respect to the equipment agreement and the personal property,
   any action against the Debtors. In the event that the Debtors
   fail to make any payment with respect to the Equipment
   Agreement within five days of the date that the payment is
   due or fail to perform any of their obligations under the
   Equipment Agreement, and the failure is not cured by the
   Debtors within 10 days of receipt of written notice to the
   Debtors through its undersigned counsel, Dresdner will have
   the right to compel payment and performance;

F. The Debtors will take all actions required by the equipment
   agreement to maintain, protect, repair, insure and preserve
   the personal property, and provide Dresdner and its employees
   and agents with reasonable access to the personal property;

G. The Debtors and Dresdner agree that it is in the best
   interest of all parties-in-interest to defer any
   determination of whether the Equipment Agreement constitutes
   a true lease or a financing agreement, for which Dresdner may
   be entitled to adequate protection;

H. The Debtor and Dresdner intend that payments made pursuant to
   the stipulation and the letter agreement constitute and be
   applied as payment of:

   a. postpetition rent otherwise due under the equipment
      agreement in the event that the parties agree or the
      Bankruptcy Court determines that the Equipment Agreement
      constitutes a true lease; or,

   b. adequate protection otherwise due under the Equipment
      Agreement to Dresdner in the event that the parties agree
      or the Bankruptcy Court determines that the Equipment
      Agreement constitutes a financing agreement; and,

I. In the event that the parties agree or the Court determines
   by final Order that the Equipment Agreement constitutes a
   financing agreement, the Debtors agree, subject to the rights
   of all other parties-in-interest, including the Future
   Representative and any official committees, that Dresdner is
   the holder of properly perfected, first priority security
   interests in and to each item of Personal Property covered by
   the Equipment Agreement. (Owens Corning Bankruptcy News,
   Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)   

Owens Corning's 7.70% bonds due 2008 (OWENC4) are quoted at a
price of 38.75, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWENC4for  
real-time bond pricing.


PSC INC: Plans to Appeal Nasdaq Delisting Decision
--------------------------------------------------
PSC Inc. (Nasdaq:PSCX), a global provider of integrated data-
collection solutions and services for retail supply chains,
announced that on July 3, 2002, PSC Inc., received a letter from
Nasdaq indicating Nasdaq's intention to delist the Company's
common stock from the Nasdaq National Market effective at the
opening of business on July 12, 2002.

The Company intends to appeal Nasdaq's decision and request a
hearing within 45 days of its appeal. Under Nasdaq rules, the
request for hearing will stay the delisting action pending the
issuance of a written determination by the Nasdaq Listing
Qualifications Panel. There is no assurance that the Panel will
grant the Company's request for continued listing.


PROVELL INC: U.S. Trustee Amends Unsecured Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee amends the Official Committee of Unsecured
Creditors' membership in Provell, Inc.'s chapter 11 case.  The
Committee's members are:

     1) West Telemarketing Corporation Outbound
        West Direct, Inc.
        11808 Miracle Hills Drive
        Omaha, NE 68514
        Attn: David C. Mussman, Esq.
        Executive V.P. General Counsel

     2) DialAmerica Marketing, Inc.
        960 Macarthur Boulevard
        Mahwah, NJ 07495
        Attn: Arthur W. Conway, Pres. & CEO

     3) RMH Teleservices
        6801 Gaylord Parkway, Suite 400
        Frisco, TX 75034
        Attn: Ryan Miller
        Senior Financial Analyst
        Tel. No.: 972 712-1423

     4) NSDI Teleperformance
        4151 Ashford Dunwood Road, Ste 675
        Atlanta, GA 30319-1462
        Tel. No.: 404 256-4673

     5) Bureau of Engraving, Inc.
        3400 Technology Drive
        Minneapolis, MN 55418
        Attn: Arnold Stull, V.P., CFO
        Tel. No. 612 782-8002

     6) General Litho Services, Inc.
        6845 Wianetka Circle
        Minneapolis, MN 55438
        Attn: Michael McPartland, CFO
        Tel. No. 763 535-5244

Provell, Inc. develops, markets and manages an extensive
portfolio of membership and customer relationship management
programs that provide discounts and other benefits to members in
the areas of shopping, travel, hospitality, entertainment,
health/fitness, finance, cooking and home improvement.  The
company filed for chapter 11 protection on May 9, 2002.  Alan
Barry Hyman, Esq., Jeffrey W. Levitan, Esq., David A. Levin,
Esq. at Proskauer Rose LLP represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, they listed $40,574,000 in total assets and
in $82,964,000 total debts.


QSERVE COMMUNICATIONS: Hiring Lentz and Clark as Attorneys
----------------------------------------------------------
qServe Communications, Inc., asks for permission from the U.S.
Bankruptcy Court for the Western District of Missouri to engage
Lentz & Clark, PA, as its counsel in its Chapter 11 bankruptcy
proceeding.

The Debtor's application does not describe the specific services
Lentz & Clark will render.  Lentz & Clark's current hourly rates
are:

          F. Stannard Lentz     Attorney         $250
          Carl R. Clark         Attorney         $230
          Robert D. Berger      Attorney         $230
          John J. Cruciani      Attorney         $230
          Jeffrey A. Deines     Attorney         $125
          Tammy Hydeman         Legal Assistant  $75
          Murie Bolen           Legal Assistant  $75

The Debtor asserts that Lentz & Clark is a "disinterested
person" as defined by the Bankruptcy Code. Lentz & Clark has no
adverse connections with the Debtor, creditors, any other
parties in interest, their respective attorneys and accountants,
United States Trustee or any person employed in the Office of
the United States Trustee.

qServe Communications, Inc. is an engineering and construction
firm serving the wireless and broadband industries offering
management, installation, erection, inspection, testing and
maintenance services to the communications industry. The Company
filed for chapter 11 protection on June 21, 2002. John Joseph
Cruciani, Esq. at Lentz & Clark, PA represents the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed an estimated debt of $10 million
to $50 million.


QWEST COMMS: Fitch Slashes Senior Unsecured Debt Rating to B
------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt ratings
for Qwest Communications International, Inc., Qwest Capital
Funding, Inc., and LCI International to 'B' from 'BBB-'.
Additionally, the senior unsecured debt rating for Qwest
Corporation has been downgraded to 'B' from 'BBB'. The
commercial paper ratings of Qwest Capital Funding and Qwest
Corporation have been lowered to 'B' from 'F3'. All of the
ratings have been placed on Rating Watch Negative.

The rating action follows the company's announcement that the
U.S. Attorney's office in Denver has launched a criminal
investigation of Qwest. Given the current industry climate,
Fitch believes the company's financial flexibility, including
access to capital markets, will be limited. As part of the
company's plan to de-lever its balance sheet and increase
financial flexibility, Qwest had been in the midst of evaluating
bids for the proposed sale of its directory and wireless
businesses. While Qwest has no additional information on the
investigation or its impact on the asset sales, Fitch believes
that the criminal investigation coupled with ongoing SEC
investigations will significantly diminish the company's ability
to sell assets in the timeframe previously contemplated. Absent
assets sales, Fitch anticipates that the 4.0 times debt to
EBITDA covenant for 4Q/02 contained in the company's $4.0
billion bank facility could be violated.

The company, at the end of the first quarter, appeared to have
adequate liquidity to meet 2002 debt maturities totaling $1.15
billion. Moreover, the lack of asset sales coupled with limited
financial options could pressure the company's liquidity
position entering 2003 as approximately $4.6 billion of debt
(including $1.2 billion of bond debt and $3.4 billion of bank
debt) is scheduled to mature.

Factors that will contribute to a resolution of the Rating Watch
Negative include positive outcome of the U.S. Attorney's and the
SEC's investigations and the announcement of the sale of Dex.
Additional factors include stabilization of the company's
classic Qwest operations, achieving free cash flow and EBITDA
targets, and finalization of the proposed accounts receivable
program.


QWEST COMMS: Moody's Cuts Senior Unsecured Debt Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service's recent lowered rating actions on
Qwest Communications International and wholly guaranteed Qwest
Capital Funding remain on review for further possible downgrade.

The affected ratings are:

   Action                                         To        From
   ------                                         --        ----
* Qwest Communications International senior
  unsecured rating                                Ba2        B2

* Qwest Capital Funding senior unsecured rating   Ba2        B2

* Qwest Corporation senior unsecured rating       Baa3       Ba3

* LCI International Inc. senior unsecured
  rating                                          Ba2        B2

* Pacific Northwest Bell Telephone Company
  senior unsecured rating                         Baa3       Ba3

* Northwestern Bell Telephone Company
  senior unsecured rating                         Baa3       Ba3

* Mountain States Telephone and Telegraph
  Company senior unsecured rating                 Baa3       Ba3

The lowered ratings reflect the possible impact of Qwest's
announcement that the Denver based U.S. Attorney has launched a
criminal investigation of the company. Moody's is concerned of
the long-term adverse effects such an investigation might have
on the company's ability to grow and retain customers.

Qwest International, headquartered in Denver, Colorado, is a
global telecommunications company.


QWEST COMMS: Names Oren Shaffer as New Chief Financial Officer
--------------------------------------------------------------
DebtTraders reports that Qwest Communications International Inc.
has appointed Oren Shaffer to the position of Chief Financial
Officer, effective immediately. Shaffer replaces Robin Szeliga.

Shaffer previously worked for Qwest's newly appointed Chief
Executive Officer, Richard Notebaert, at Ameritech. The Company,
which is currently being investigated by the SEC regarding its
accounting practices, has initiated attempts to reduce its $26.5
billion in debt.


SL INDUSTRIES: Fails to Beat Form 11-K Filing Deadline
------------------------------------------------------
SL Industries Inc., was unable to file the Form 11-K for the
fiscal year ended December 31, 2001 due to the recent indictment
and collapse of its independent auditor, Arthur Andersen LLP,
which required that a new auditing firm be identified and
retained.  This disruption caused unavoidable delays in auditing
the financial information of the Company to be included in the
Report.

SL Industries makes AC/DC and DC/DC power supplies, surge
suppressors, conditioning/distribution units, motion-control
systems, and devices to protect utility company equipment. It
sells its power systems and other products to US military
contractors, municipalities, and to manufacturers in the
aerospace, computer, telecommunications, medical,
transportation, and other industries. The company also offers
services, such as project management and training, through its
RFL Electronics subsidiary. SL Industries -- which is looking
for a buyer -- has manufacturing plants in Europe and North
America.

                          *   *   *

As previously reported, SL Industries announced that due to
special charges incurred as a result of the contested election
of directors in January, the Company missed its net income
financial covenant under its Revolving Credit Facility for the
first quarter of 2002. The Company and its lenders have reached
an agreement to waive current events of default and to otherwise
amend the Revolving Credit Facility so that the Company will be
in full compliance with all covenants and conditions.


SALIENT 3 COMMS: Hires KPMG to Replace Andersen as Accountants
--------------------------------------------------------------
On June 10, 2002, Salient 3 Communications, Inc. dismissed
Arthur Andersen LLP as the Company's independent public
accountants and engaged KPMG LLP to serve as the Company's
independent public accountants for fiscal 2002. The decision to
change independent public accountants was recommended by the
Audit Committee and approved by the Board of Directors of the
Company.

The Company's financial statements for the fiscal year ended
December 28, 2001 and the nine months ended December 29, 2000
were prepared on the liquidation basis of accounting.
Accordingly, the carrying values of assets are presented at
estimated realizable values and all liabilities are presented at
estimated settlement amounts. Andersen's reports on the
financial statements stated that it is not presently
determinable whether the amounts realizable from the remaining
assets or the amounts due in settlement of obligations will
differ materially from the amounts shown in the audited
financial statements.

Salient 3, formerly known as Gilbert Associates, Salient 3
Communications dumped all non-communications units (such as real
estate) to furnish equipment and services for network operators.
Unsuccessful in its new strategy, Salient 3 is gradually
liquidating. The company has sold all of its three main
subsidiaries: Hubbell acquired industrial communications systems
supplier GAI-Tronics; Agilent Technologies bought SAFCO
Technologies, a provider of engineering services, measurement
and analysis tools, and wireless network planning software; and
XEL Communications, which designs network products, was sold to
a company owned by XEL's president.


SENIOR HOUSING: S&P Raises Senior Unsecured Debt Rating to BB+
--------------------------------------------------------------
Standard & Poor's raised its senior unsecured debt rating on
Senior Housing Properties Trust to double-'B'-plus from double-
'B'. The double-'B'- plus corporate credit rating was also
affirmed. Additionally, the double-'B'-minus rating on SNH
Capital Trust I's trust preferred securities was affirmed. The
outlook is stable.

The raising of the senior unsecured debt rating is driven by the
company's reduced encumbrance level, following transactions that
have grown the asset base and reduced the level of secured debt.
Most recently, the company negotiated a new unsecured line of
credit that replaced a previous secured line of credit that was
collateralized by the company's most productive assets.

When Standard & Poor's rated Senior Housing in June 2001, the
implied senior unsecured rating was rated one notch below the
corporate credit rating because any issue would have been deemed
to be in a subordinate position to the secured lenders due to
the level of encumbered assets. Initially, the company's secured
line of credit encumbered over 50% of real estate investments
and nearly 70% of the portfolio's net operating income.
Typically Standard & Poor's REIT notching criteria would require
a two notch differential. However, low overall leverage resulted
in a more modest secured debt-to-leverageable assets measure of
15% to 20%; as a consequence, a single notch between the
company's corporate credit rating and senior unsecured rating
was warranted. The trust preferred securities remain rated two
notches below the corporate credit rating.

Subsequent to the initial rating, Senior Housing doubled the
size of its portfolio through a $600 million portfolio
acquisition that was funded with proceeds from a $245 million
senior unsecured note offering, $197 million drawn under its
secured line of credit, cash on hand, and other assumed debt.
Proceeds from a February 2002 common equity offering paid down
the line of credit leaving a modest amount of secured debt on
the balance sheet.

With the recent closing of a new $250 million unsecured credit
agreement (which replaced a secured $270 million line), secured
debt-to-leverageable assets measure less than 3% and encumber
roughly 5% of the company's net operating income. The new
facility matures in November 2005. OUTLOOK: STABLE

The ratings on Senior Housing are supported by a good quality
portfolio that is less reliant on government reimbursements,
stable cash flow generated by long-term leases with good rent
coverage, reduced exposure to troubled operators, and a
conservative financial profile.

                                                   Rating
                                                  To     From
                                                  --     ----
     Senior Housing Properties Trust
     $245 million 8.625% sr nts due 2012          BB+    BB

                                                   Rating
                                                   ------
     Senior Housing Properties Trust
     Corporate credit rating                      BB+
     SNH Capital Trust I
     $27.394 million 10.125% trust preferred      BB-


STAR MULTI CARE: Nasdaq Delists Shares Effective July 10, 2002
--------------------------------------------------------------
Star Multi Care Services, Inc. received notification from The
Nasdaq Stock Market, Inc. that its common stock shares have been
delisted from trading on the Nasdaq SmallCap Market. The Company
believes that its shares are immediately eligible for trading on
the OTC Bulletin Board. The delisting from the Nasdaq SmallCap
Market took effect on July 10, 2002.


STAR TELECOMMS: Court to Consider Liquidation Plan on July 31
-------------------------------------------------------------
             IN THE UNITED STATES BANKRUPTCY COURT
                 FOR THE DISTRICT OF DELAWARE

In re:                          )  Chapter 11
                                )  Case No. 01-0830 (MM)
STAR Telecommunications, Inc.,  )  Objection due: July 22, 2002
                                )   at 4:00 p.m.
             Debtor.            )  Hearing date: July 31, 2002
                                )   at 9:30 am

      NOTICE OF HEARING ON APPROVAL OF FIRST AMENDED PLAN OF        
     LIQUIDATION OF THE DEBTOR AND THE OFFICIAL COMMITTEE OF
                       UNSECURED CREDITORS

To: Parties required to receive notice pursuant to
    Del. Bankr. LR 2002-1.

      On June 14, 2002, the United States Bankruptcy Court for
the District of Delaware approved the First Amended Disclosure
Statement Accompanying Plan of Liquidation of the Debtor and the
Official Committee of Unsecured Creditors (Docket No. 711), STAR
Telecommunications, Inc. and its Official Committee of Unsecured
Creditors filed the Disclosure Statement in support of the First
Amended Plan of Liquidation of the Debtor and the Official
Committee of Unsecured Creditors (Docket No. 712). Copies of the
Plan and Disclosure Statement can be obtained from the
Bankruptcy Court or, upon written request, from the undersigned
counsel for the Plan Proponents at the expense of the Plan
Proponents.

      A HEARING SHALL BE HELD BEFORE THE HONORABLE MARY F.
WALRATH AT THE BANKRUPTCY COURT, 824 MARKET STREET, SIXTH FLOOR,
WILMINGTON, DELAWARE 19801, ON JULY 31, 2002 AT 9:30 A.M.
EASTERN TIME, IN ORDER TO CONSIDER THE CONFIRMATION OF THE PLAN.
THE CONFIRMATION HEARING MAY BE CONTINUED FROM TIME TO TIME BY
ANNOUNCING SUCH CONTINUANCES IN OPEN COURT AT THE CONFIRMATION
HEARING, WITHOUT FURTHER NOTICE TO PARTIES IN INTEREST.

      Objections and evidence in opposition for the confirmation
of the Plan, if any, must be in writing and be filed with the
Bankruptcy Court no later than 4:00 p.m. Eastern Time on July
22, 2002.

      Any objections to the Plan, if any, must also be served so
that they are received no later than July 22, 2002 at 4:00 p.m.
Eastern Time, by: (i) counsel for the Debtor, David W.
Carickhoff, Jr., Esquire, Pachulski, Stang, Ziehl, Young & Jones
P.C., 919 North Market Street, 16th Floor, P.O. Box 8705,
Wilmington, DE 19899-8705 (Courier 19801) (fax number 302-652-
4400) and Jeremy V. Richards, Esquire, Pachulski, Stang, Ziehl,
Young & Jones P.C., 10100 Santa Monica Blvd., 11th Floor, Los
Angeles, CA 90067-4100 (fax number 310-201-0760); (ii) counsel
to the Committee, Daniel A. Lowenthal, III, Esquire, Pillsbury
Winthrop LLP, One Battery Park Plaza, New York, NY 10004-1490
(fax number 212-858-1500) and Kevin Gross, Esquire, Rosenthal,
Monhait, Gross  and Goddess, P.A., Mellon Bank Center, Suite
1401, P.O. Box 1070, Wilmington, DE 19899 (Courier 19801) (fax
number 302-658-7567), and (iii) the Office of the United States
Trustee, Julie Compton, Esquire, 844 N. King Street, Suite 2311,
Lockbox 35, Wilmington, DE 19801 (fax number 302-573-6497).

      OBJECTIONS OR RESPONSES NOT TIMELY FILED AND SERVED IN
ACCORDANCE WITH THIS NOTICE MAY NOT BE CONSIDERED BY THE
BANKRUPTCY COURT AT THE CONFIRMATION HEARING.

      All ballots for accepting or rejecting the Plan must be
received by Robert L. Berger & Associates, LLC by no later than
July 15, 2002 at 5:00 p.m. Pacific Time.

         PACHULSKI, STANG, ZIEHL, YOUNG & JONES, P.C.             
         Laura Davis Jones (DE Bar No. 2436)
         James I. Stang (CA Bar No. 94435)
         David W. Carickhoff, Jr. (Bar No. 3715)
         919 North Market Street, 16th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705 (Courier 19801)
         Telephone: (302) 652-4100
         Facsimile: (302) 652-4400
         
         Counsel for Debtor and Debtor in Possession

         PILLSBURY WINTHROP LLP
         Daniel A. Lowenthal, III
         Caryn D. Lasky
         One Battery Plaza
         New York, NY 1004-1490
         Telephone: (212) 858-1000
         Facsimile: (212) 858-1500

                  -and-

         ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
         Kevin Gross (DE Bar No. 209)
         Mellon Bank Center, Suite 1400
         P.O. Box 1070
         Wilmington, DE 19899 (Courier 19801)
         Telephone: (302) 656-4433
         Facsimile: (302) 658-7567
        
         Counsel for the Official Committee of Unsecured
          Creditors                    


SUN COUNTRY: UST Appoints Timothy Moratzka as Chapter 7 Trustee
---------------------------------------------------------------
Sun Country Airlines, Inc. converts its chapter 11 case to
Chapter 7 Liquidation under the Bankruptcy Code.

In line with this conversion, the Region 12 U.S. Trustee
appoints Mr. Timothy D. Moratzka as chapter 7 trustee of this
case. Mr. Moratzka's address is:

          1400 AT&T Tower
          901 Marquette Ave.
          Minneapolis, MN 55402-2859

Mr. Moratzka is a duly licensed attorney and disclosed that he
has no connections with the Debtor nor connections with
creditors or any other party in interest, their attorneys and
accountants, the United States Trustee or any person employed in
the United States Trustee.

The Debtor is a scheduled passenger airline offering value-
priced, non-stop and connecting jet service to destinations in
established markets with a product designed to appeal to both
business and leisure travelers.


TEXFI INDUSTRIES: Court Okays React Retention as Consultant
-----------------------------------------------------------
Stephen S. Gray, the Chapter 11 Trustee appointed in Texfi
Industries, Inc.'s chapter 11 case, sought and obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ and retain React Environmental
Services, Inc., as his environmental consultant.

The Trustee relates that he needs the services of an experienced
environmental consulting firm to assist in forestalling an
enforcement action by the North Carolina Department of
Environment and Natural Resources against Texfi's New Bern,
North Carolina property.  React Environmental also intends to
chart a course to restore that property to full regulatory
compliance.

About May 30, 2002, the Trustee entered into a letter agreement
with React Environmental to retain it as an environmental
consultant, at which point React Environmental immediately began
assisting the Trustee on matters relating to the Debtor's North
Carolina property.

With respect to the Debtor's New Bern, North Carolina property,
React Environmental will:

     a) define a process and gathering current site data that
        can be used to forestall an enforcement action by the
        NCDENR against that property and charting a course to
        restore that property to full regulatory compliance,
        including persuading NCDENR to issue a No Further Action
        letter (NFA Letter);

     b) prepare preliminary reporting for submission to the
        Washington Regional Office of the NCDENR, including a
        proposal to conduct limited groundwater sampling and
        analysis, and participating in a preliminary project
        status meeting with the NCDENR to discuss the minimal
        requirements to bring the facilities back into
        compliance and obtain an NFA;

     c) once on-site, and prior to performing groundwater
        sampling work,

        1) coordinating access to the site with proper site
           representatives,
          
        2) inspecting all accessible on-site monitoring and
           recovery wells,

        3) removing well pumps and obstructions, where possible,

        4) surveying and verifying relative top of casing
           elevations against Aquaterra data,

        5) recording depth to water and total well depth
           measurements, and

        6) measuring and verifying well locations against
           Aquaterra data; and

     d) in performing groundwater sampling work,
     
        1) recording depth to water measurements in all on-site
           wells and purging those wells of appropriate volumes
           in accordance with project requirements,

        2) submitting samples to a North Carolina certified
           laboratory for analysis of purgeable halocarbons
           according to EPA Method 6230D,

        3) preparing a limited groundwater assessment report
           detailing the groundwater contour measurements and
           laboratory analytical results, including a site
           sketch, groundwater contour map, depiction of
           analytical results, and preliminary outline of the
           steps that need to be taken to develop an acceptable
           corrective action plan and receive an NFA.

React has agreed that its aggregate fees and expenses will not
exceed $17,500, including a $5,000 retainer the Firm currently
holds.

Texfi Industries, Inc. filed for chapter 11 protection on
February 15, 2000.  Barbra R. Parlin, Esq. and David Craig
Albalah, Esq. at McDermott, Will & Emery represent the Debtor in
its restructuring efforts.


US AIRWAYS: Gets Conditional Approval of Federal Loan Guarantee
---------------------------------------------------------------
US Airways President and Chief Executive Officer David Siegel
said that the conditional approval of a $900 million federal
loan guarantee of a $1 billion loan by the Air Transportation
Stabilization Board is recognition of the carrier's "relentless,
focused and comprehensive efforts to restructure our airline by
cleaning up our balance sheet and implementing a successful
business plan."

"Obtaining the conditional approval of this $1 billion loan is
one of the cornerstones of our restructuring plan and when
closed, upon our satisfying the ATSB's terms and conditions,
should provide us with the necessary liquidity and cash
resources as we restructure our airline," said Siegel.  "We are
moving to implement domestic and international codeshare
agreements and to vastly expand our regional jet fleet, which
along with some other scheduling and marketing initiatives, will
improve our ability to generate more revenue. Those efforts,
coupled with significant labor cost reductions and more
affordable aircraft lease and supplier costs, are part of our
comprehensive turnaround strategy."

The ATSB loan guarantee program was enacted by Congress last
September to provide financial stability to airlines impacted by
the September 11 terrorist attacks.  In the reporting periods
since the September 11 attacks, the nation's seventh-largest
airline has incurred net losses totaling $1.425 billion, much of
it directly related to the post-September 11 drop in air travel,
higher security costs, the prolonged closure of Washington's
Ronald Reagan National Airport, and the disproportionate impact
of the attacks on the airline's East Coast route network.

Siegel said that the airline must now quickly and successfully
conclude negotiations with labor unions and lessors, lenders and
suppliers that satisfy the ATSB loan guarantee conditions in
order to implement a voluntary restructuring plan that does not
involve a Chapter 11 filing.  The airline has implemented a
strategic payment deferral program on aircraft that have either
been grounded or might be eliminated from the fleet as part of a
restructuring, and negotiations with those various financial
parties continue. In addition, tentative agreements with several
of the unions representing US Airways work groups have been
reached, but agreements with all unions must be completed and
ratified by the memberships.

"Much has been accomplished in a very short period of time as we
have worked to meet the very rigorous standards established by
the ATSB, but now we must focus on completing the process
quickly," said Siegel.  "The support of elected officials, our
corporate partners, airport officials and local community
leaders has been a very big part of this process, and we are
very appreciative of the literally thousands of individuals who
have expressed their support for our loan guarantee application
and our overall restructuring efforts.  We are too important to
the hundreds of communities that we serve to not successfully
achieve this turnaround and our focus will remain on achieving a
successful restructuring."


USG CORP: Trafelet Brings-In ARPC as Evaluation Consultants
-----------------------------------------------------------
USG Corporation's Future's Representative, Dean M. Trafelet,
asks the Court to authorize his retention of Analysis, Research
& Planning Corporation as evaluation consultants, nunc pro tunc
to June 6, 2002, the date ARPC began working on USG-related
matters for him.

ARPC is a consulting firm with a broad national and
international practice. For the past 20 years, ARPC has provided
claims evaluation and liability assessment services in many of
the largest personal injury and property damage cases in U.S.
history. Most frequently, ARPC quantifies contingent liabilities
before bankruptcy courts, assisting in trusts' formation to
resolve personal injury claims, formulating policies,
structuring ongoing personal injury trust operations in the
bankruptcy context, implementing claims processing methods and
workflow procedures from receipt to payment.

Specifically, ARPC's professionals have been retained to handle
liability assessments or management consulting services for:
Amatex Asbestos Trust; Manville Personal Injury Settlement
Trust; Pacor Trust; Fuller-Austin Asbestos Trust; and UNR
Asbestos-Disease Claims Trust, to name a few.

The Futures Representative anticipates ARPC will render
consulting services during these Chapter 11 cases, including:

         (a)  Estimating the number and value in total and by
              disease of present and future asbestos-related
              claims and demands for each of the Debtors and
              the non-debtor subsidiaries;

         (b)  Developing claims procedures to be used in the
              development of financial models of the assets of
              and payment by a claims resolution trust;

         (c)  Analyzing and responding to issues relating to the
              establishment of one or more bar dates with
              respect to the filing of asbestos-related claims;

         (d)  Analyzing and responding to issues relating to
              notice procedures concerning asbestos-related
              claimants and assisting in the development of
              those notice procedures;

         (e)  Assessing the Debtors', the Committees', or other
              parties in interest's proposals regarding claims
              estimation, demands and formulation of a claims
              resolution trust pursuant to Section 524(g) of the
              Bankruptcy Code;

         (f)  Assisting the Futures Representative in
              negotiations with the Debtors, the Committees, and
              other parties in interest regarding the foregoing;

         (g)  Rendering expert testimony as required by the
              Futures Representative;

         (h)  Assisting the Futures Representative in the
              preparation of testimony or reports by other
              experts and consultants;

         (i)  Obtaining all previously filed public data
              regarding estimations against other defendants in
              asbestos-related proceedings;

         (j)  Analyzing and evaluating other ongoing asbestos-
              related litigations, including, if necessary,
              tobacco-related litigations;

         (k)  Other advisory services as may be requested by the
              Futures Representative from time to time.

The current hourly rates for ARPC professionals are:

         Principals           $350-$450
         Senior Consultants   $250-$350
         Consultants          $180-$250
         Analysts             $125-$200

In addition, ARPC will bill the Debtors for reimbursement of all
its reasonable out-of-pocket expenses.

ARPC is does not have or represent any interest materially
adverse to the interests of the Debtors, their estates,
creditors or equity interest holders and is a "disinterested
person" as defined by Section 101(14) of the Bankruptcy Code.
(USG Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VENCOR INC: Secures Final Decree Closing 127 of 129 Cases
---------------------------------------------------------
Judge Walrath directs the Remaining Vencor, Inc., Debtors to pay
the United States Trustee quarterly fees totaling $31,750 on
behalf of the 127 debtors corresponding with case nos. 99-3201
through 99-3327 for the second quarter of 2002, and that this
payment is without prejudice to the position of the UST that
additional fees are due and owing.

Judge Walrath further directs that the Debtors shall be
responsible for additional quarterly fees, if any, determined by
the Court.  To secure this obligation the Debtors shall cause
$3,548,500 to be deposited in an account that they shall
identify in writing to the United States Trustee.  This account,
Judge Walrath makes clear, shall not be subject to any lien or
security interest that would be superior to the United States
Trustee's claims for fees pursuant to 28 U.S.C. Sec. 1930(a)(6).  
Further, the funds on deposit may not be removed by the
Remaining Debtors without the written permission of the United
States Trustee or further order of the Court.

The cases that are closed are:

Vencor Nursing Centers East, L.L.C., Vencor Nursing Centers
West, L.L.C., Vencor Nursing Centers Limited Partnership, Vencor
Hospitals East, L.L.C., Vencor Hospitals West, L.L.C., Vencor
Hospitals Limited Partnership, Advanced Infusion Systems, Inc.,
American X-Rays, Inc., Community Behavioral Health System, Inc.,
Community Psychiatric Centers of Arkansas, Inc., Community
Psychiatric Centers of California, Community Psychiatric Centers
of Florida, Inc., Community Psychiatric Centers of Idaho, Inc.,
Community Psychiatric Centers of Indiana, Inc., Community
Psychiatric Centers of Kansas, Inc., Community Psychiatric
Centers of Mississippi, Inc., Community Psychiatric Centers of
Missouri, Inc., Community Psychiatric Centers of North Carolina,
Inc., Community Psychiatric Centers of Oklahoma, Inc., Community
Psychiatric Centers of Utah, Inc., Community Psychiatric Centers
Properties Incorporated, Community Psychiatric Centers
Properties of Oklahoma, Inc., Community Psychiatric Centers
Properties of Texas, Inc., Community Psychiatric Centers
Properties of Utah, Inc., Courtland Gardens Health Center, Inc.,
CPC Investment Corp., CPC of Georgia, Inc., C.P.C. of Louisiana,
Inc., CPC Managed Care Health Services, Inc., CPC Properties of
Arkansas, Inc., CPC Properties of Illinois, Inc., CPC Properties
of Indiana, Inc., CPC Properties of Kansas, Inc., CPC Properties
of Louisiana, Inc., CPC Properties of Mississippi, Inc., CPC
Properties of Missouri, Inc., CPC Properties of North Carolina,
Inc., First Rehab, Inc., Florida Hospital Properties, Inc.,
Health Care Holdings, Inc., Health Care Technology, Inc., Helian
ASC of Northridge, Inc., Helian Health Group, Inc., Helian
Recovery Corporation, Homestead Health Center, Inc., Horizon
Healthcare Services, Inc., Interamericana Health Care Group,
Inc., J.B. Thomas Hospital, Inc., LaFayette Health Care Center,
Inc., Medequities, Inc., Medisave of Tennessee, Inc., Medisave
Pharmacies, Inc., Old Orchard Hospital, Inc., Palo Alto
Surgecenter Corp., Peachtree-Parkwood Hospital, Inc.,
Personacare, Inc., Personacare of Bradenton, Inc., Personacare
of Clearwater, Inc., Personacare of Connecticut, Inc.,
Personacare of Georgia, Inc., Personacare of Huntsville, Inc.,
Personacare of Little Rock, Inc., Personacare of Ohio, Inc.,
Personacare of Owensboro, Inc., Personacare of Pennsylvania,
Inc., Personacare of Pompano East, Inc., Personacare of Pompano
West, Inc., Personacare of Reading, Inc., Personacare of San
Antonio, Inc., Personacare of San Pedro, Inc., Personacare of
Shreveport, Inc., Personacare of St. Petersburg, Inc.,
Pcrsonacare of Warner Robbins, Inc., Personacare of Wisconsin,
Inc., Personacare Living Center of Clearwater, Inc., Personacare
Properties, Inc., Prodata Systems, Inc., Recovery Inns of
America, Inc., Respiratory Care Services, Inc., Stamford Health
Facilities, Inc., Stamford Health Associates, L.P., THC-Chicago,
Inc., THC-Hollywood, Inc., THC-Houston, Inc., THC-Minneapolis,
Inc., THC-North Shore, Inc., THC-Orange County, Inc., THC-San
Diego, Inc., THC-Seattle, Inc., Theratx Health Services, Inc.,
Theratx Healthcare Management, Inc., Theratx Management
Services, Inc., Theratx Medical Supplies, Inc., Theratx
Rehabilitation Services, Inc., Theratx Staffing, Inc.,
Transitional Hospitals Corporation, Transitional Hospitals
Corporation of Indiana, Inc., Transitional Hospitals Corporation
of Louisiana, Inc., Transitional Hospitals Corporation of
Michigan, Inc., Transitional Hospitals Corporation of Nevada,
Inc., Transitional Hospitals Corporation of New Mexico, Inc.,
Transitional Hospitals Corporation of Tampa, Inc., Transitional
Hospitals Corporation of Texas, Inc., Transitional Hospitals
Corporation of Wisconsin, Inc., Tucker Nursing Center, Inc.,
Tunstall Enterprises, Inc., VC-OLA, Inc., VC-TOHC, Inc., VC-WM,
Inc., Vencare, Inc., Vencare Rehab Service, Inc., Vencor
Facility Service, Inc., Vencor Holdings, L.L.C., Vencor Home
Care and Hospice Indiana Partnership, Vencor Home Care Services,
Inc., Vencor Hospice, Inc., Vencor Insurance Holdings, Inc.,
Vencor Investment Company, Vencor Nevada, L.L.C., Vencor Nursing
Centers Central, L.L.C., Vencor Nursing Centers Central Limited
Partnership, Vencor Nursing Centers North, L.L.C., Vencor
Nursing Centers South, L.L.C., Vencor Pediatric Care, Inc.,
Vencor Provider Network, Inc. and Ventech Systems, Inc. (Vencor
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WASTE SYSTEMS: Emerges from Chapter 11 Proceedings
--------------------------------------------------
North East Waste Services, Inc., announced that the newly formed
Company has acquired the operating subsidiaries of Waste Systems
International, Inc., by funding WSI's Chapter 11 reorganization
plan. WSI emerged from Chapter 11 on June 28, 2002. As
previously announced, WSI and its 30 subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U. S. Bankruptcy Code on January 11, 2001.  NEWS is a privately
held company, owned by funds managed by DDJ Capital Management,
LLC, of Wellesley, Massachusetts.  NEWS also announced that it
has entered into a new $25 million credit facility with
Banknorth Group. The credit facility will be used primarily to
fund landfill construction and other capital projects.

"The formation of North East Waste Services and the successful
reorganization of WSI has resulted in a stronger, more focused
player in the waste management industry. The Chapter 11 process
provided WSI with the opportunity to address its financial and
capital structure challenges in an orderly and comprehensive
fashion," said John Boyer, the Company's President and Chief
Executive Officer. "North East Waste Services has a very strong
balance sheet and solid operations."  

During its reorganization process, WSI completed numerous sales
of non-core assets, including transfer stations in Londonderry,
New Hampshire and Lynn, Massachusetts and hauling operations in
Boston, Massachusetts and Washington, D.C. WSI also enhanced its
information systems, simplified its operating structure and
significantly reduced corporate overhead.

The Company's primary operations include four landfills (three
in Pennsylvania, one in Vermont), five transfer stations,
located in Washington D.C., Massachusetts and Vermont, and
hauling operations located in Vermont, Pennsylvania and central
New York State. In addition, NEWS has an agreement with the town
of South Hadley, Massachusetts to construct and operate a new
landfill on a site owned by the Town. The Company is currently
in the process of obtaining the permits necessary to construct
and operate the landfill, which is expected to open in the
fourth quarter of 2003.

NEWS has approximately 225 employees and expects to generate
approximately $50-$55 million in annual revenues. Total
obligations of the new, reorganized Company are approximately
$18 million, compared to WSI's pre-bankruptcy debt of
approximately $232 million. In addition to John Boyer, President
and Chief Executive Officer and James Elitzak, Vice President
and Chief Financial Officer, the senior management team of NEWS
is comprised of Arthur Streeter, Vice President and General
Counsel, David Florance, Vice President, Transportation and
Maintenance, James Stipe, Regional Vice President, Pennsylvania  
and Washington, D.C. and Thomas Badowski, Regional Vice
President, Vermont, Massachusetts and New York.

John Boyer, NEWS President and Chief Executive Officer, further
commented, "I appreciate very much the continued support of our
employees, customers and vendors through WSI's challenging
reorganization process. With a strong operations management team
in place, we are running a leaner, well-focused organization. We
look forward to continuing the operating momentum we have been
able to achieve over the past 18 months."

North East Waste Services is a non-hazardous solid waste
management company that provides solid waste collection,
recycling, transfer and disposal services to commercial,
industrial, residential and municipal customers within certain
regional markets in Vermont, Massachusetts, New York,  
Pennsylvania, and Washington, D.C.


WESTERN INTEGRATED: SureWest Gets Approval to Acquire Assets
------------------------------------------------------------
Integrated communications provider SureWest Communications
(Nasdaq:SURW), announced that the United States Bankruptcy Court
for the District of Colorado has issued an order accepting the
company's bid to acquire certain assets of Western Integrated
Networks, LLC, which operated in Sacramento under the "WINfirst"
name.

The $12 million Asset Purchase Agreement and supporting
documentation were filed with the Bankruptcy Court on June 19,
2002. The closing of the transaction is expected to occur
Friday, July 12. SureWest will release further details after the
closing.

SureWest Communications and its family of companies including
Roseville Telephone Company, SureWest Wireless, SureWest
Broadband, SureWest Internet, SureWest Directories and SureWest
Long Distance create value for customers and shareholders
through an integrated network of highly reliable advanced
communications products and services with unsurpassed customer
care. The company's principal operating subsidiary, Roseville
Telephone Company, is California's third largest
telecommunications company, and has provided telecommunications
services for nearly 90 years as the Incumbent Local Exchange
Carrier to the communities of Roseville, Citrus Heights, Granite
Bay, Antelope and parts of Rocklin. The company, through its
Competitive Local Exchange Carrier and subsidiaries, is licensed
to provide fiber optics, 39 GHz wireless, PCS wireless, DSL,
high-speed Internet access and data transport. For more
information, visit the SureWest Web site at
http://www.surewest.com


WORLDCOM INC: TeleGeography Says Company Controls 30% of Market
---------------------------------------------------------------
The WorldCom accounting scandal has tarnished the company's
reputation and could possibly lead it into bankruptcy. Unlike
many recent telecom headline-makers, however, WorldCom operates
an established voice and data network with significant market
share and revenue. Specifically, WorldCom's UUNet business unit
generated $4.7 billion in Internet revenues from access and
hosting in 2001, three times more than its closest competitor.

Although WorldCom offers a huge range of Internet services, its
backbone access operation occupies a particularly strong
position in the market. "WorldCom is the largest Internet
backbone on many levels including its expansive, international
network, large customer and revenue base, and rich
interconnection relationships," said Alan Mauldin, Research
Analyst at TeleGeography.  As a result, WorldCom is able to
charge a premium for connectivity to its network -- an enviable
position for any Internet services company, particularly when
its rivals are engaged in a price war. Although WorldCom CEO
John Sidgemore has denied plans to sell off UUNet, the decision
to do so may ultimately belong to the company's creditors.

Valuing UUNet and understanding its role in national
infrastructure will not be simple, however.  Ferocious
competition, rapid network deployment, and turbulent market
conditions have made the U.S. backbone a complex snarl of
overlapping networks.  TeleGeography's latest research on U.S.
backbone deployments untangles the mess and provides the most
comprehensive view available of how WorldCom stacks up against
the competition.  Published this month, _U.S. Internet Geography
2003_ presents an exclusive picture of WorldCom's role:

     - WorldCom operates 30 percent of the bandwidth on the 20
largest U.S. Internet backbone routes -- more than the next four
providers combined.
     
     - WorldCom connects over 3,400 networks throughout the
world

     -- Sprint and AT&T each connect less than half as many.

     - In 2001, WorldCom accounted for at least 30 percent of
the wholesale U.S. backbone access market -- three times more
than its largest rival.

In addition to providing valuable competitive analysis on an
individual network basis, _U.S. Internet Geography 2003_
includes a unique data set on how much bandwidth connects each
of the country's major metropolitan areas as well as information
on how this matches up with actual demand.  For more
information, please visit:
http://www.telegeography.com/pubs/books/ig/us/index.html  

Share of Capacity by Provider on the 20 Largest U.S. Internet
Routes, 2002

    WorldCom            29%

    Qwest                8%

    Cogent               7%

    Level 3              7%

    Genuity              6%

    Sprint               6%

    France Telecom       5%

    XO                   5%

    AT&T                 4%

    Cable & Wireless     4%

Note:  Data as of mid-2002. Source: TeleGeography, Inc.

For more information, please contact:

     Alan Mauldin
     Research Analyst
     Tel: +1-202-741-0048
     amauldin@telegeography.com
     http://www.telegeography.com  

Washington, D.C.-based TeleGeography, Inc., is the authoritative
source for international telecom statistics and analysis.  An
independent subsidiary of Band-X Ltd., TeleGeography publishes
reports, databases, and maps used by thousands of leading
communication companies, consultancies, and financial
institutions in over 100 countries. TeleGeography's flagship
report -- the self-titled TeleGeography series -- has been
published annually since 1989.


WORLDCOM INC: Current Customers Being Wooed by Atlantic.Net
-----------------------------------------------------------
Atlantic.Net -- http://www.atlantic.net-- one of the nation's  
fastest-growing Internet service providers, announced a special
offer for current WorldCom customers looking for a financially
stable company to meet their voice and data communications
needs. Atlantic.Net is offering free installation to businesses
that sign a minimum one-year contract for digital subscriber
line Internet service. In addition, companies that commit to a
two-year agreement for DSL get free equipment. Atlantic.Net also
is waiving installation fees for businesses that sign a two-year
contract for a T-1 connection.

Atlantic.Net can have DSL circuits up and running within 20
business days after a contract is signed and typically installs
a T-1 line in 30 days. In addition, Atlantic.Net is offering
businesses temporary connections until the new DSL or T-1
circuits are established.

This is the fifth time during the past year Atlantic.Net has
extended this offer, as companies such as Broadslate, Verio and
BlueStar have announced the discontinuation of service in select
areas due to factors including acquisition and bankruptcy.

To sign up for DSL or a T-1 connection call 1-800-521-5881. To
learn more about Atlantic.Net business services visit
http://www.atlantic.net  

Launched in 1994, Atlantic.Net is an Internet service provider
offering high-speed Internet access, Web site solutions,
telecommunications and dial-up. Atlantic.Net business services
feature a 99.9 percent uptime guarantee, 24/7 network monitoring
and connection to an optimized Cisco Powered Network--a
designation reserved for the world's top 1 percent of ISPs. In
2001 Atlantic.Net was named to the Inc 500 list of the nation's
fastest-growing private companies for the second consecutive
year, moving up from a rank of 350 to 223. During the past eight
years Atlantic.Net has acquired 13 Internet companies, has
doubled or tripled revenues annually and has remained profitable
every year since inception. To learn more about Atlantic.Net
call 1-800-422-2936 or visit http://www.atlantic.net


WORLDCOM: Moody's Sees High Exposures in Inv. Grade CDOs
--------------------------------------------------------
Moody's Investors Service finds significant Worldcom Inc.
exposure across the full spectrum of deal types in the U.S. and
Europe. The investors service said that the CDOs likely to
sustain the worst credit deterioration will be investment grade,
cash flow, and synthetic CDOs because of their highly leveraged
status.

"The sector with the largest number of deals exposed is the
synthetic CDO sector, where 58 US and European transactions hold
a par exposure approaching US$1 billion. About 30% of this
synthetic exposure is denominated in Euros. Portfolio holdings
range between 0.3% and 4.6%," Moody's said.

Investment grade CDO will be the hardest hit. There are a total
of 27 investment-grade cash flow CBO transactions with US$ 135
million in par exposure. However, Moody's believe that the
extent of downgrade activity will depend on collateral manager
reactions.

The impact to speculative-grade CDOs will be milder in
comparison with the exception of a few deals that may come under
significant stress. There are 54 speculative grade transactions
with Worldcom exposures.

The exposure levels to Worldcom credit, inclusive of MCI and
Intermedia, by CDO type are:

* SYNTHETIC, US$: 31 transactions with US$ 675 million in par
exposure and an average exposure of 1.2%;

* NON US$ CDOs: 27 transactions with Euro 295 million and an
average exposure of 1.22%;

* SPEC-GRADE CASH FLOW, US$: 54 transactions with US$ 166
million in par exposure and an average exposure of 0.72%;

* INVESTMENT-GRADE CASH FLOW, US$: 27 transactions with US$ 135
million in par exposure and an average exposure of .82%;

* OTHER CATEGORIES: 4 transactions with US$ 16.5 million in par
exposure and an average holdings 1.07%.


WORLDCOM: MCI Unit Brings the "Neighborhood" to South Carolina
--------------------------------------------------------------
For years, most North Carolinians have not had a choice in their
local phone service provider. That has now changed. Effective
immediately, many North Carolina residents may join The
Neighborhood built by MCISM, a new nationwide phone business
that is revolutionizing the communications industry and is
creating a new era of competition by unifying local and long-
distance service.

"Since The Neighborhood launched in 32 states less than three
months ago, more than half a million consumers have joined this
ground-breaking service designed to unite historically separate
local and long-distance services," said Wayne Huyard, Chief
Operating Officer, MCI group (Nasdaq: MCITE). "Now, The
Neighborhood built by MCI brings many North Carolinians freedom
of choice, a revolutionary new service, a compelling new brand
and establishes a new all-distance communications service."

                  ALL DOMESTIC CALLS ARE EQUAL

The Neighborhood is the first nationwide service to free callers
from the constraints of per minute rates, time of day
restrictions, and unnecessary boundaries between local and long-
distance service. Consumers who select Neighborhood Complete
will enjoy the convenience of a single company and a single
invoice for all home phone service, the most popular calling
features - Caller ID, Call Waiting, Voicemail, Three-Way
Calling, and Speed Dial - and the ability to take advantage of
free partner reward benefits, such as frequent flyer miles or
movie video rentals.

The brand's flagship offering, Neighborhood Complete, is just
$49.99 per month, plus applicable taxes and surcharges, in North
Carolina. The entire U.S. effectively becomes one local calling
area and the entire country becomes one neighborhood.

The Neighborhood built by MCI is the communications industry's
first large scale, credible threat to the local phone
monopolies' lock on the consumer calling market because it is
the only enterprise to truly offer a fully integrated service
across the country. With The Neighborhood now available in 34
states, MCI has become the first communications company to truly
fulfill the vision of the "any-distance" future outlined by the
Telecommunications Act of 1996.

"The launch of The Neighborhood continues to receive a very
positive response from consumers across the country, clearly
illustrating the pent-up desire for a truly competitive
communications marketplace as originally envisioned in the
Telecommunications Act of 1996," said Huyard. "Now, consumers in
the original 32 launch states, plus the recent additions of
North Carolina and New Jersey, ensure that more Americans are
reaping the benefits of integrated, any-distance phone service
as well."

                   HOW TO JOIN THE NEIGHBORHOOD

To join The Neighborhood, North Carolina residents should call
1-800-285-FREE or visit http://www.TheNeighborhood.com  

MCI group (NASDAQ: MCITE), an operating unit of WorldCom, Inc.,
is a leading provider of residential voice, advanced messaging
and commercial communications services. MCI group offers a
robust portfolio of products, including local, international and
long-distance voice services, advanced messaging, and wholesale
voice, dial-up Internet and data services. For more information,
go to http://www.mci.com


WORLDCOM INC: May File for Chapter 11 Protection in 3 Weeks
-----------------------------------------------------------
According to the Associated Press, WorldCom Inc. says it will
know within three weeks whether it will pursue what would be the
largest corporate bankruptcy filing in U.S. history.  The
Clinton, Mississippi-based long-distance and data services
company is on the verge of bankruptcy after disclosing it
disguised $3.9 billion of expenses as capital expenditures in a
bid to appear more profitable, reported AP.  The company
announced on July 9 that it is awaiting word from banks on
interim financing that could avert a bankruptcy filing - at
least for now, the newswire reported.  Another option is a debt-
for-equity swap with bondholders as part of a prepackaged
chapter 11 filing.  According to AP, a company spokeswoman said
certain bondholders have contacted CEO John Sidgmore, but no
formal discussions have started. (ABI World, July 10, 2002)


XEROX CORPORATION: Files Defamation Suit Against BERTL
------------------------------------------------------
Xerox Corporation (NYSE: XRX) has filed a lawsuit in federal
court against Business Equipment Research & Test Laboratories
(BERTL) for libel, interference with Xerox's customer relations,
and other claims arising from defamatory statements BERTL made
to Xerox customers and competitors.

The lawsuit, which was filed in the U.S. District Court here,
also asks the court to resolve an ongoing dispute with BERTL
over the use of BERTL's reports and test data.

BERTL conducts testing of digital imaging systems and produces
reports on the results. Xerox has commissioned BERTL to do a
number of tests of Xerox systems compared to competitive systems
and to generate reports for Xerox use.

In particular, Xerox commissioned in November a series of tests
to be conducted by BERTL comparing Xerox Document Centre systems
against competitive Canon and Ricoh machines. Xerox paid $20,000
for the tests and the related rights to use the test reports,
which were validated by BERTL. The test results showed the
superior performance of Xerox systems over their competitors.
Xerox prepared a summary of the test results as an internal
sales training tool, which was an appropriate and authorized use
of the data under the company's agreement with BERTL. However,
around July 2 BERTL sent an e-mail to Xerox's competitors and
customers -- including a substantially altered copy of the
summary -- suggesting that Xerox was not authorized to use the
data in this manner.

In fact, the Xerox summary accurately reported the positive
results, and Xerox was authorized under its agreement with BERTL
to publish them.

"Whatever BERTL's motive may have been, it tried to smear
Xerox's name and mislead our customers and competitors - a
blatant act of defamation," said Gil Hatch, president, Xerox
Office Systems Group. "These test results were very favorable to
Xerox - they showed the superior performance of our systems -
and Xerox had the right to use those results."

The lawsuit seeks an injunction prohibiting BERTL from
committing further acts of libel and from repudiating the rights
BERTL granted to Xerox to use test results. The complaint also
seeks unspecified damages for BERTL's unlawful conduct.

In addition, the lawsuit will resolve the dispute between Xerox
and BERTL over the scope of Xerox's rights to use BERTL reports
and test findings. BERTL has claimed Xerox was infringing its
copyrights and trademarks and exceeding the scope of its
licenses, allegations that Xerox denies.

"We are confident that the court will find that Xerox's licenses
with BERTL are much broader than what BERTL recently has started
to contend," Hatch said.

The print productivity of Xerox Document Centre systems has also
been tested by the independent test firm Buyers Laboratory Inc.,
and BLI's tests showed that in networked office environments the
Xerox systems evaluated offer print productivity that is
superior to that of the competitive models included in the
tests.*

NOTE: Print productivity testing was conducted by Buyers
Laboratory Inc. (BLI), with each product operating in default
mode and resolution set at 600 dpi. Multiple jobs from a BLI
test suite were sent in series to each device, with output
consisting of a mix of single and multiple stapled sets with a
banner page for each job in the test suite. The order of jobs
was randomly selected.

                         *    *    *

As previously reported, Fitch Ratings has downgraded Xerox Corp.
and its subsidiaries' senior unsecured debt to 'BB-' from 'BB',
and the convertible trust preferred to 'B' from 'B+'. The Rating
Outlook remains Negative.

The rating actions reflect the structural subordination due to
the security granted under Xerox's new $4.2 billion Amended and
Restated Credit Agreement dated as of June 21, 2002, as well as
the level of increased senior secured debt in the company's
capital structure which incorporates off-balance sheet loans
secured by finance and trade receivables. With a $2.8 billion
paydown of the $7 billion that would have expired in October
2002, Xerox has arranged a new 3-year credit facility expiring
on April 30, 2005, and consisting of: 1) $1.5 billion term loan
A, 2) $500 million secured term loan B, 3) $700 million term
loan C expiring Sept. 30, 2002, and 4) $1.5 billion revolver
fully drawn at the inception. The amortization schedule for term
loan A is $400 million in 2003 and $600 million in 2004, while
term loan B has minimal amortization of $5 million annually. The
covenants for the facility are more strict and diverse than
previously but have not yet been reset due to the company's
restatement of its historical financial statements for the 1997-
2001 period.

The Rating Outlook remains Negative reflecting Xerox's weakened
credit protection measures, significant debt maturities for the
next three years, and Xerox's impaired financial flexibility and
reduced access to the capital markets.


XO COMMS: Providing Fujitsu America with Voice and Data Services
----------------------------------------------------------------
XO Communications, Inc., (OTCBB:XOXO) announced that Fujitsu
America, Inc. has signed a multi-year contract with XO for voice
and data services across multiple office locations in the United
States.

Fujitsu America provides a wide variety of information
technology solutions to other Fujitsu group companies in the
United States and Canada.

Under the contract, XO is providing Fujitsu America with
multiple services including audio conferencing, high-bandwidth
dedicated circuits, long distance voice (domestic and
international), dedicated Internet access and toll-free remote
access dial services.

"XO has helped us realize significant savings - as much as 30
percent - versus our previous multi-vendor approach for
telecommunications services," said Bob Kung, Director of
Internal Networks for Fujitsu America, Inc. "Having one,
reliable provider enables us to further streamline and
strengthen our internal processes and allows Fujitsu America to
focus on our own core business."

"Businesses are requiring more from service providers today,
as they should, given intense demands placed on them to increase
operational efficiencies while improving their communications
and networking capabilities," said John Jacquay, President, XO
National Accounts. "Our broad service portfolio and facilities-
based nationwide network assets provided XO the opportunity to
build a cost-effective and robust communications solution for
Fujitsu America, Inc."

Fujitsu America is utilizing XO broadband communications
services to create private and dedicated network connections and
provide Internet access for a number of Fujitsu North American
companies from its U.S. headquarters in San Jose, California.

The broadband circuits "tie together" corporate WANs (wide area
networks) and support applications such as Fujitsu America's
Virtual Private Network (VPN), email, and other Intranet
functions. XO toll-free remote dial service supports remote
employees, providing them access to applications on the
corporate LANs.

In addition, Fujitsu America is using XO long distance
(domestic and international) voice services.

Fujitsu America, Inc. is part of the family of companies in
North America providing customers in the United States and
Canada with comprehensive information technology solutions based
on an unparalleled lineup of quality computer, communications,
and semiconductor products and services.

Fujitsu America, Inc. offers its services and products to other
Fujitsu group companies. FAI supports the Fujitsu Group in North
America with Tax and Legal Affairs, Telecom, EDI, Network Hub
and Internet Services. FAI promotes the online Fujitsu brand as
host of Fujitsu North America Network and many other Internet
and Intranet sites for the Fujitsu Group.

Fujitsu America, Inc. markets high-end computer systems, and
carries out R&D and porting activities in leading edge
technologies through its Science Solutions and Support group.
(XO Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Five Hunton & Williams Partners Join Dewey Ballantine
-------------------------------------------------------
Dewey Ballantine LLP announced that five partners from U.S. law
firm Hunton & Williams have joined Dewey Ballantine.  The group
includes Lejb Fogelman, the senior partner of the Warsaw office
of Hunton & Williams, a further three partners from Hunton &
Williams' Warsaw office and Hunton & Williams' London office
managing partner Stephen Horvath.

Dewey Ballantine's Warsaw office will employ the associates and
most of the support staff of Hunton & Williams in Warsaw and
plans to assume Hunton & Williams' office lease.  The
acquisition will result in Dewey Ballantine's Warsaw office
becoming one of the largest law firms in Poland with
approximately 50 lawyers.

Stephen Horvath, who will be based in London, is the third new
partner in the past two months to join the London office of
Dewey Ballantine.  He joins the firm just weeks after Dr. Geza
Martin Toth-Feher joined Dewey Ballantine's London office to
launch the firm's German practice, bringing with him a team of
four associates from his former firm. In addition, Jonathan
Simpson joined the London office of Dewey Ballantine from Allen
& Overy in May as a project finance partner.

Dewey Ballantine Chairman Everett Jassy said, "This combination
is an important step in Dewey Ballantine's planned European
expansion. It is our intention to continue to attract and
establish premiere practices in M&A, capital markets, private
equity and project finance in both Central and Western Europe to
mirror our strengths in the United States. We are particularly
pleased that Mr. Fogelman and his colleagues have agreed to join
us."

Mr. Fogelman, who upon joining Dewey Ballantine became Dewey's
Warsaw office senior partner, commented, "As a consequence of
merging two very successful groups we are about to create the
pre-eminent practice in the country.  This is the first time
that a combination of this size has taken place in Poland and we
are all excited about the new prospects this creates."

Dewey Ballantine's Warsaw office Managing Partner, Jarek
Grzesiak added, "With Poland on the brink of joining the EU it
is no coincidence that a transaction of this scale is happening
now.  Dewey Ballantine is anticipating clients' needs as Poland
enters the EU.  Dewey has been in Poland since 1991 and this new
growth will enable us to expand into several new practice
areas."

Having worked on some of the leading transactions in the
country, the new partners bring considerable experience to Dewey
Ballantine.  These transactions include: acting on almost all of
the mergers involving banks that have taken place in the country
e.g. AIB/Bank Zachodni; Citibank/Bank Handlowy; BPH (a
subsidiary of Hypovereinsbank)/PBK (a subsidiary of Bank
Austria); acting as lead counsel for the formerly state-owned
telecom provider, TPSA, in all areas, including its strategic
privatization where France Telecom acquired a minority stake, as
well as its international offering of shares; acting for AXA in
its bid to acquire the leading insurance company PZU; and acting
on a host of other major privatizations, mergers, initial public
offerings and acquisitions and other transactions.

The partners joining Dewey Ballantine are:

Lejb Fogelman is one of the leading M&A transaction lawyers in
Poland according to the European Legal 500 and Chambers Global.  
He is a graduate of Harvard Law School (J.D.), Columbia
University (M.A., M. Phil.) and State University of New York at
Stony Brook (B.A.), and is qualified in Massachusetts.   Mr.
Fogelman joins the Warsaw office as the senior partner.

Stephen Horvath was the managing partner of the London office of
Hunton & Williams.  He has worked extensively on Polish and
other Central European matters over the past decade and has a
broad range of experience, including mergers and acquisitions,
project finance and other transactional work involving financial
institutions.  Mr. Horvath is a graduate of William and Mary Law
School (J.D.), and Northern Illinois University (B.S).  He is
qualified in New York and Virginia.  Mr. Horvath is resident in
the London office.

Tomasz Kacymirow is qualified in Poland and is a graduate of the
Faculty of Law at the University of Warsaw.  His practice areas
are tax and telecommunications.  Mr. Kacymirow is resident in
the Warsaw office.

Jacek Michalski is an M&A lawyer with particular expertise in
mergers involving financial institutions.  He is qualified in
Poland and is a graduate of the Faculty of Law of the University
of Warsaw. Mr. Michalski is resident in the Warsaw office.

Zbigniew Mrowiec is a graduate of the Faculty of Law of the
University of Warsaw; he also has a degree in comparative law
from the University of Bonn in Germany.  His practice area is
securities and corporate finance.  Prior to joining Hunton &
Williams Mr. Mrowiec held various positions in the Polish
government, including working in the legal department of the
Polish Securities Commission and serving as the general counsel
of the National Depository of Securities.  Mr. Mrowiec is
resident in the Warsaw office.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 500 attorneys located in New York,
Washington, D.C., Los Angeles, Menlo Park, Houston, London, Hong
Kong, Budapest, Prague and Warsaw.  Through its network of
offices, the Firm handles some of the largest, most complex
corporate transactions and litigation in areas such as M&A,
bankruptcy, capital markets, international trade, antitrust,
intellectual property, securitizations, project finance and
international tax.  Industry specializations include banking,
healthcare, energy and utilities, media, consumer and industrial
goods, technology, telecommunications and transportation.  For
more information, please visit the Firm's Web site at
http://www.deweyballantine.com  

The Warsaw Office (prior to acquisition):

Dewey Ballantine - J.Grzesiak, L.Redziniak, M.Gmaj Limited
Partnership, the Polish subsidiary of Dewey Ballantine LLP, is
one of the largest law firms operating in Poland with currently
approximately 35 lawyers.

In addition to providing general corporate advice, Dewey
Ballantine's principal practice areas in Poland are project
finance, capital markets, banking and finance, mergers and
acquisitions, privatisations, real estate, litigation and a
broad spectrum of transactions involving utilities, telecoms and
media.  The firm has represented the Polish government and many
of the world's leading companies and financial institutions in
numerous high profile and sophisticated transactions in the
country. Selected engagements have included:

*  Representation of Deutsche Bank and the Ministry of
Privatisation in connection with the sale of shares in the
Polish tobacco state-owned companies PWT w Augustowie S.A. to
B.A.T. Industries plc, ZPT w Radomiu S.A. to Seita S.A., WWT w
Poznaniu S.A. to Reemtsma and ZPT Krakow S.A. to Philip Morris.  
The total value of purchase consideration and investment
commitment amounted to over US$800 million.

*  Representation of Merrill Lynch International and Unicredito
Banca Mobiliare acting as financial advisors for Bank Polska
Kasa Opieki S.A. in connection with the issue of new shares of a
total value of PLN 1 billion as well as acting as joint Global
Coordinators for the international offerings of the Global
Depository Shares representing shares in Bank Polska Kasa Opieki
S.A.

*  Representation of the consortium of Credit Suisse First
Boston and Bank Zachodni WBK S.A. acting as the strategic
advisor for the Minister of the State Treasury in connection
with the potential offering of the shares of Telekomunikacja
Polska S.A. owned by the State Treasury; it is expected that
such offering would comprise of the Polish offering of the
shares and the international offering of the shares and Global
Depositary receipts representing such shares.

*  Representation of a consortium, consisting of NRG Energy and
Marubeni, in connection with its proposed Euro 300 million
acquisition of shares in Elektrownia Rybnik S.A. which operates
a 1600 MW power plant (consisting of eight 200 MW power units)
located in Silesia. This is one of the leading privatisations in
the Polish power sector and the first acquisition by a foreign
investor of a merchant plant in Poland.

*  Representation of Kulczyk Holding S.A. in connection with the
introduction of KBC Insurance N.V. as the new investor in TUiR
Warta S.A. (second largest insurance company in Poland);
representation of TUiR Warta S.A. in connection with the new
issue of shares.

*  Representation of a consortium of investors consisting of
South African Breweries PLC and Euro Agro Centrum S.A. in
connection with their purchase of 75% of the shares in Browary
Tyskie Gorny Slask S.A., the second largest brewery in Poland,
and subsequently, in connection with the merger of the companies
Browary Tyskie Gorny Slask S.A. and Lech Browary Wielkopolskie
S.A.,  resulting in  creation of the second largest producer of
beer in Poland -- Kompania Piwowarska S.A.

*  Representation of Lucent Technologies in connection with its
approximately Euro 50 million loan facility to Crowley Data
Poland Sp. z o.o. for the purchase of technology equipment.
Lucent Technologies is also the technology equipment supplier to
Crowley Data Poland and this vendor financing arrangement is one
of the largest completed in Poland to date.

*  Representation of PepsiCo, Inc. concerning the acquisition
from the Ministry of Privatisation of shares in E. Wedel S.A.,
the leading Polish confectioner, and subsequently, during
PepsiCo's tender offer for all the publicly owned shares in E.
Wedel S.A., followed by the first delisting from the Warsaw
Stock Exchange.

*  Representation of Bresnan International Partners (Poland) LP
in connection with numerous corporate, financing and regulatory
issues relating to its Polish operations, including the disposal
of its operations to Elektrim S.A., for US$325 million.

*  Representation of the major shareholders in Poland.Com S.A.,
one of the leading internet portals in Poland in connection with
their disposal of 55% of the shares in Poland.Com to Elektrim
S.A. for US$16.3 million.


*BOOK REVIEW: The Oil Business in Latin America: The Early Years
----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981033/internetbankrupt  

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.

                          *********

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.

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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.

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