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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

           Wednesday, August 28, 2002, Vol. 6, No. 170     

                          Headlines

360NETWORKS: Canadian Creditors Accept Plan of Reorganization
ADELPHIA BUSINESS: Court Okays Kasowitz as Committee's Counsel
ADELPHIA COMMS: Proposes Uniform Excess Asset Sale Procedures
AIRLEASE LTD: Commences Trading on OTCBB Effective September 9
ANC RENTAL: Has Until November 8, 2002 to File Chapter 11 Plan

ANDERSEN: KPMG Consulting Closes Deals in Brazil & Peru
ATX COMMS: Court Dismisses $4M of Easton Telecom's $5.1M Claims
BIG CITY RADIO: Must Raise Fresh Funds to Continue Operations
BILLSERV INC: Has Until November 19 to Meet Nasdaq Requirements
BUDGET GROUP: Intends to Honor Prepetition Vehicle Obligations

BURLINGTON INDUSTRIES: Seeks Okay to Hire Appraisers Associated
CARIBBEAN PETROLEUM: Seeks Nod to Hire H.S. Grace as Consultant
CHAPMAN TECHNOLOGIES: Suit Filed by Elite vs. Company Dismissed
CIENA CORP: S&P Ratchets Corp. Credit Rating Down a Notch to B
COMMSCOPE: Gets Lucent's Demand for Registration of 10.2M Shares

COVANTA ENERGY: Intends to Implement Broad-Based Severance Plan
CROWN CORK: Names Raymond McGowan as Pres., U.S. Food Can Div.
DAIRY MART: Seeks Court's Permission to Tap Cushman as Appraiser
DAYTON SUPERIOR: S&P Revises Outlook on B+ Rating to Negative
DELTA AIRLINES: Inks Marketing Pact with Continental & Northwest

DONLAR BIOSYNTREX: June 30 Balance Sheet Upside-Down by $36MM
EB2B COMMERCE: Nasdaq Knocks Off Shares Effective August 27
EBIX.COM INC: Board of Directors Approve 1-For-8 Reverse Split
EGAIN COMMS: Fails to Comply with Nasdaq Listing Requirements
ENRON CORP: Hires Dovebid as Auctioneer for De Minimis Assets

ENRON CORP: Commences Auction Process for Certain Major Assets
ENVOY COMMS: Taking Steps to Further Improve Balance Sheet
EQUISTAR CHEMICALS: S&P Ratchets Corp Rating Down to BB from BB+
ETOYS INC: Court to Consider First Amended Plan on September 27
EXIDE TECH: Court Okays Hilco to Appraise Certain Leased Assets

EXODUS: Resolves Cure Amount Dispute with Fujitsu IT Holdings
FOSTER WHEELER: James Schessler Resigns as Director & Senior VP
FOXMEYER CORP: Bart Brown Ups Initial Distribution to 53%
GEMSTAR-TV GUIDE: Request Hearing on Nasdaq Delisting Decision
GENUITY INC: George Lieb Steps Down as VP of Investors Relations

GLOBAL CROSSING: Enters Settlement Pacts with Critical Vendors
GLOBAL CROSSING: Introduces Videoconferencing over IP
HA-LO INDUSTRIES: Committee Challenging Starbelly Transaction
HECLA MINING: Pursues More Favorable Environmental Agreement
HIGHLANDS INSURANCE: Auditors Issue Going Concern Opinion

HOMEGOLD: S&P Further Junks Counterparty Credit Rating to CCC-
HORIZON MEDICAL: Obtains Waiver of Default Under Loan Agreement
HYDRON TECH: Accountants Doubt Company's Ability to Continue
ICG COMMS: Judge Walsh Approves Supplement Disclosure Statement
IMMUNE RESPONSE: Second Quarter Net Loss Widens to $8.1 Million

INTEGRATED HEALTH: Settles Washoe Lease Dispute with Westhaven
IPAXS CORP: Voice Over IP Equipment Ordered Sold by Court
ISPAT INT'L: Extends Exchange Offer for 10-1/8% Notes to Sept. 3
ITC DELTACOM: Delaware Court Approve Disclosure Statement
LAIDLAW INC: Intends to Transfer Funds to Non-Debtor Affiliates

LTV: Asks Court to Okay Agreement to Sell Hazelwood to ALMONO
MED DIVERSIFIED: Taps Brown & Brown to Replace KPMG as Auditors
METACHEM PRODUCTS: All Proofs of Claim Due on Friday
METALS USA: Files Plan of Reorganization & Disclosure Statement
METROMEDIA INT'L: Files Late Form 10-Q for Second Quarter

MONSANTO COMPANY: Issues $200MM in Bonds as Part of Debt Workout
NATIONAL GYPSUM: ACMC Files Chapter 11 to Settle Asbestos Claims
NATIONAL STEEL: Agrees to Allow PBGC to File Consolidated Claims
NATIONSRENT: Court Okays Expanding Ernst & Young's Engagement
NAVISTAR INTL: S&P Cuts Rating to BB Over Weak Operating Results

ONTRO: Talking with New Investors for Convertible Debt Financing
PENTON MEDIA: Offer to Exchange Options Expires on August 22
PENNZOIL-QUAKER: Suspends Dividend Payment for Third Quarter
PG&E CORPORATION: Revises $1.02B GECC Loan Term Waiver Agreement
PPL CORP: Will Be Paying Quarterly Dividends on October 1, 2002

PRUDENTIAL SECURITIES: Fitch Affirms Low-B's on 4 Note Classes
RELIANCE GROUP: Wants to Continue Paul Zeller's Employment
RESIDENTIAL ACCREDIT: Fitch Takes Actions on Various Bonds
RG RECEIVABLES: S&P Keeping Watch on B-Minus-Rated Notes
SHELDAHL INC: Obtains Approval of Asset Sale to Investor Group

SWEET FACTORY: Ask for Fourth Extension of Lease Decision Time
TELEPANEL SYSTEMS: Will Raise Up to C$1MM via Private Placement
US AIRWAYS: Wants to Continue Using Cash Management System
US AIRWAYS: Maintenance Training Specialists Ratify Workout Plan
W.R. GRACE: Judge Wolin Nixes PD Committee's Bar Date Appeal

WILLIAMS COMMS: Court Okays Blackstone as Debtors' Fin'l Advisor
WORLDCOM INC: Signing-Up JA&A Services as Crisis Managers
XO COMMS: Judge Gonzalez Approves Houlihan Lokey's Employment
XO COMMS: New York Court Confirms Plan of Reorganization

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Canadian Creditors Accept Plan of Reorganization
-------------------------------------------------------------
360networks has received overwhelming Canadian creditor approval
for its plan of reorganization. In Canada, 100% of the secured
creditors and 98% of the general unsecured creditors that voted
supported the plan.

"We are pleased that our plan received such a strong endorsement
from our Canadian creditors," said Greg Maffei, president and
chief executive officer of 360networks. "[Tues]day's results
represent a vote of confidence in our future and another major
milestone on our path to emerge from creditor protection by
early October."

Application for court approval of the Canadian plan will be made
to the Canadian court on Friday, August 30, 2002 which will
complete the emergence process in Canada. The U.S. vote will be
tabulated on September 24, 2002 and the confirmation hearing is
scheduled for October 1, 2002.

360networks offers telecommunications services and network
infrastructure in North America to telecommunications and data
communications companies. The company's optical mesh fiber
network is one of the largest and most advanced on the
continent, spanning approximately 25,000 miles (40,000
kilometers) and connecting 48 major cities in Canada and the
United States.

On June 28, 2001, certain companies in the 360networks group
voluntarily filed for protection under the Canadian Companies'
Creditors Arrangement Act and Chapter 11 of the U.S. Bankruptcy
Code. Additional information is available at http://www.360.net


ADELPHIA BUSINESS: Court Okays Kasowitz as Committee's Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adelphia
Business Solutions, Inc., obtained permission from the Court to
retain Kasowitz Benson Torres & Friedman LLP as counsel, nunc
pro tunc to July 11, 2002.  Kasowitz will perform legal services
that will be necessary during these Chapter 11 cases.

The professional services Kasowitz will render to the Committee
include:

A. assisting, advising and representing the Committee with
   respect to the administration of these cases and the exercise
   of oversight with respect to the Debtors' affairs including
   all issues arising from or impacting the Debtors, the
   Committee or this Chapter 11 case;

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

C. assisting the Committee in maximizing the value of the
   Debtors' assets for the benefit of all creditors and other
   parties-in-interests;

D. pursuing confirmation of a plan of reorganization and
   approval of an associated disclosure statement;

E. conducting investigation as the Committee desires, concerning
   the assets, liabilities, financial conditions, claims and
   operations of the Debtors;

F. commencing and prosecuting any and all necessary and
   appropriate actions and proceedings on behalf of the
   Committee that may be relevant to these cases;

G. preparing on behalf of the Committee necessary applications,
   motions, answers, orders, reports, and other legal papers;

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

I. appearing in Court and representing the interests of the
   Committee; and

J. providing any other legal services to the Committee that are
   appropriate, necessary and proper in these Chapter 11
   proceedings.

Kasowitz will be compensated on an hourly basis and reimbursed
for actual, necessary expenses incurred by the firm.  Kasowitz's
current standard hourly rates are:

       Partners                  $475 - 690
       Associates                 200 - 450
       Paralegals                  95 - 150
(Adelphia Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMMS: Proposes Uniform Excess Asset Sale Procedures
-------------------------------------------------------------
According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, in New York, Adelphia Communications Debtors no
longer need certain excess equipment, office furniture,
fixtures, vehicles, real property and residential real property,
as part of their ongoing businesses.  Because of the
administrative costs associated with carrying, storing and
maintaining these Excess Assets, the ACOM Debtors have
determined that their estates will benefit from the sale of
these assets.

By this motion, the ACOM Debtors seek to create a streamlined
procedure by which they would have authority to sell certain
non-core excess assets with a book value and fair market value
up to, but not exceeding, $1,000,000, free and clear of liens,
claims and encumbrances, on notice to certain parties.  The ACOM
Debtors also want to retain brokers and appraisers to assist
with these sales, as required.

Ms. Chapman believes that the Excess Assets should be sold
quickly to obtain and preserve value for the estates.  In many
cases, a purchaser may have a unique interest in quickly
obtaining a specific Excess Asset and would be prepared to make
an offer substantially superior to what might be obtained in a
formal auction process.  Moreover, this approach would minimize
storage and moving costs as well the risks of vandalism and
theft.  The expense and delay attendant to separate motions for
the sale of each asset would undoubtedly significantly erode the
benefit of these sales.

Ms. Chapman relates the Debtors have formed a committee to
identify Excess Assets.  In order to fall within the purview of
the procedures proposed, each Excess Asset will have both a fair
market and book value that does not exceed $1,000,000.  Upon
identifying the Excess Assets, the committee has corporate
authority to sell the Excess Assets to any third party that is
not an affiliate or insider of the Debtors, utilizing a process
that includes the solicitation of bids, use of brokers and
appraisers if appropriate, and other procedures designed to
insure the Debtors receive the maximum value for the assets to
be sold.

The proposed procedures governing the sale of excess assets are:

A. Sales may only be completed upon ten days written notice, by
   fax or hand delivery, to:

    -- the Office of the United States Trustee for the Southern
       District of New York;

    -- counsel to the agents for the Debtors' prepetition and
       postpetition lenders;

    -- counsel to the Creditors' Committee;

    -- counsel to the Equity Committee; and

    -- any party known by the Debtors to assert a lien on the
       asset to be sold;

B. Any notice must include:

    -- a description of the Excess Assets to be sold;

    -- the purchase price being paid for the assets;

    -- the name and address of the purchaser, as well as a
       statement that the purchaser is not an insider or
       affiliate of any Debtor;

    -- the name of the applicable Debtor; and

    -- a copy of the proposed purchase agreement intended to
       govern the sale;

C. All sales will be made subject to higher and better written
   offers received by the Debtors prior to the expiration of the
   10-day notice period;

D. The Debtors may employ brokers and appraisers to assist in
   the sales process on usual and customary terms;

E. If a written objection to any sale is received by the Debtors
   within the notice period, then, absent a settlement, Court
   approval of the sale will be required;

F. All sales will be free and clear of liens, claims, and
   encumbrances, with any liens, claims, and encumbrances to
   attach to the proceeds of the sale; and

G. The Debtors will keep a detailed accounting of the proceeds
   from all dispositions and the cost of any broker services
   used for each transaction, if any.  All proceeds of the
   dispositions will be allocated and managed in accordance with
   this Court's DIP Order, including the Cash Management
   Protocol.

The Debtors believe they will maximize net sales proceeds from
Excess Assets if these assets are sold promptly at their current
locations, individually or in small groups, to parties that may
not be in a position to purchase large blocks of the Debtors'
assets or to wait to bid at a formal public auction sale.  Ms.
Chapman assures the Court that the Debtors' lenders and the
Committees will have an opportunity to review any proposed
transactions.  Moreover, a prompt sale of the Excess Assets will
cut off unnecessary administrative expenses associated with
storing, maintaining and securing the Excess Assets.
Accordingly, the proposed sales procedure should be approved as
a proper exercise of the Debtors' business judgment.

With respect to all of the Notice Parties, Ms. Chapman explains
that the Debtors will provide them with a minimum of ten days
notice prior to the consummation of any sale.  If any of the
Notice Parties objects to a proposed sale on any ground, except
if the objection relates solely to the use of proceeds from the
sale, then the matter will be resolved by the Court if the
objection cannot be resolved amicably by the parties.  If the
objection relates solely to the use of proceeds from the sale,
then the sale will proceed, but the Debtors will hold the
proceeds of the sale in a segregated account pending further
order of the Court. (Adelphia Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1),
DebtTraders says, are trading at 38 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AIRLEASE LTD: Commences Trading on OTCBB Effective September 9
--------------------------------------------------------------
Airlease Ltd. (NYSE: FLY), A California Limited Partnership, has
received notice from the New York Stock Exchange that trading in
the Partnership's limited partnership units will be suspended
prior to the opening on Monday, September 9, 2002 and that the
units will be delisted.  The reason for the suspension and
delisting is that the Partnership no longer meets the NYSE's
continued listing requirement of maintaining an average market
capitalization of at least $15,000,000 over a 30-day trading
period.  The Partnership does not plan to challenge the
delisting.

The Partnership expects that its limited partnership units will
commence trading on the OTC Bulletin Board (OTCBB) on Monday,
September 9, 2002, the date of suspension from the NYSE.  The
OTCBB is a regulated quotation service that displays real-time
quotes, last-sale prices, and volume information in over-the-
counter equity securities.  Information about the OTCBB can be
found at http://www.otcbb.com


ANC RENTAL: Has Until November 8, 2002 to File Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
ANC Rental Corporation and its debtor-affiliates' application to
extend their Exclusive Periods.  The Debtors have the exclusive
right to propose and present a Chapter 11 Plan through and
including November 8, 2002, and the exclusive right to solicit
acceptances of that plan from creditors until January 7, 2003.


ANDERSEN: KPMG Consulting Closes Deals in Brazil & Peru
-------------------------------------------------------
KPMG Consulting, Inc., (Nasdaq: KCIN), one of the world's
largest business consulting and systems integration firms, has
closed transactions to hire partners and staff from the Andersen
Business Consulting unit in Brazil, and to acquire the Andersen
Business Consulting unit in Peru.  The terms of the transactions
were not disclosed.

The transactions have added approximately 70 people, including
two former Andersen partners, to KPMG Consulting's operations in
both countries.  The transactions also enhance KPMG Consulting's
strength in shared services, change management, and SAP
enterprise software skills in Peru, as well as increased
capabilities in finance-related solutions, program management,
and experience in the banking and telecommunications business
segments in Brazil.

"These transactions enhance our ability to offer industry-
tailored systems integration solutions," said Robin Palmer,
executive vice president, Latin America Region, KPMG Consulting.  
"We have extended our depth of coverage in our key industries
and we have acquired some exceptional talent.  [Thurs]day's
announcement also reinforces our commitment to the Latin
American market -- particularly in Brazil, which represents one
of our most important strategic markets -- and positions us as
one of the leaders in providing business consulting and systems
integration services in the region."

Mr. Palmer added that KPMG Consulting recently unveiled its new
state-of-the-art consulting office in Sao Paolo, underscoring
the company's momentum in the Brazilian market.

KPMG Consulting, Inc. (Nasdaq: KCIN), based in McLean, Virginia,
is one of the world's largest business consulting and systems
integration firms with approximately US $2.4 billion in annual
revenues for the fiscal year ended June 30, 2002.  The firm
currently employs approximately 15,000 employees around the
world providing business and technology strategy, systems design
and architecture, applications implementation, network and
systems integration and managed services.  It helps its clients
capitalize on information technology to achieve their business
objectives through real-time access to important information and
improved business systems integration.  Working with market
leading hardware and software companies, we serve more than
2,100 clients, including Global 2000 companies, small and
medium-sized businesses, government agencies and other
organizations.  Its business and technology solutions are
tailored to meet the specific needs of the industries it serves
and are delivered through global industry-focused lines of
business, including communications and content companies,
consumer and industrial markets, financial services industries,
high technology companies and federal, state and local
governments.

For more information about KPMG Consulting, Inc., visit the Web
site at http://www.kpmgconsulting.com For news media, visit
http://www.kpmgconsulting.com/news/media_contacts.html

KPMG Consulting, Inc., is an independent consulting company, no
longer affiliated with KPMG LLP, the tax and audit firm.  


ATX COMMS: Court Dismisses $4M of Easton Telecom's $5.1M Claims
---------------------------------------------------------------
ATX Communications, Inc. (OTCBB: COMM), a leading integrated
communications provider, commented on the decision of the United
States District Court in Cleveland, Ohio which ruled in ATX's
favor, dismissing approximately $4.0 million of the total amount
of approximately $5.1 million sought by Easton Telecom Services,
LLC.

In a decision released Friday, District Judge James S. Gwin
cited multiple points in favor of ATX, finding Easton's claims
against certain indirect and wholly-owned ATX subsidiaries to be
an unenforceable penalty. After purchasing assets of bankrupt
Teligent, Inc., Easton demanded liquidated damages from ATX
subsidiaries for early termination of alleged contracts between
the parties. ATX successfully asserted multiple defenses,
including challenges to the validity of the alleged contracts
and Easton's claim to alleged damages.

"We applaud the Court's decision to eliminate nearly eighty
percent of this frivolous claim," stated Christopher Holt, ATX's
Senior Vice President and Chief Counsel. "We've always viewed
this litigation as lacking merit, and today's ruling supports
that position. We will continue to defend ourselves vigorously
against this and any other claims that seek to unjustly disrupt
the momentum we've gained in successfully executing our business
model."

Founded in 1985, ATX is a facilities-based integrated
communications provider offering local exchange carrier and
inter-exchange carrier telephone, Internet, e-business, high-
speed data, and wireless services to business and residential
customers in targeted markets throughout the Mid-Atlantic and
Midwest regions of the United States. ATX currently serves
approximately 400,000 business and residential customers. For
more information on ATX, please visit http://www.atx.com

                           *    *    *

As reported in Troubled Company Reporter's August 19, 2002
edition, ATX Communications received notification from the
Nasdaq Listing Qualifications Panel that it had denied ATX's
request for continued listing on the Nasdaq National Market and
that its common stock was delisted at the opening of business on
August 16, 2002.

ATX's common stock was eligible to trade on the OTC Bulletin
Board, and began trading on the OTCBB on August 16, 2002
under the symbol COMM.


BIG CITY RADIO: Must Raise Fresh Funds to Continue Operations
-------------------------------------------------------------
Big City Radio Inc., owns and operates radio stations in three
of the largest radio markets in the United States. The Company's
radio broadcast properties are located in or adjacent to major
metropolitan markets and utilize innovative engineering
techniques and low-cost, ratings-driven operating strategies to
develop these properties into successful metropolitan radio
stations.

The Company owns Hispanic Internet Holdings, Inc. which owns
United Publishers of Florida, Inc., which published the Hispanic
music trade magazine, "Disco," operated a graphic design
business and owns the LatinMusicTrends.com website. In response
to the continued downturn in the music industry advertising
marketplace, during June 2002, the Company ceased the operation
of United Publishers of Florida, Inc., and wrote-off the
remaining $108,000 of goodwill associated with United Publishers
of Florida, Inc. The Company also owns Independent Radio Rep,
LLC, an in-house rep firm to represent it in generating national
Hispanic radio business.

The Company has incurred substantial net losses since inception
primarily due to the broadcast cash flow deficits of the start
up of its radio stations. In addition, since the majority of its
broadcast properties are in stages of development, either as a
result of pending FCC applications that, if granted, will permit
the Company to effect engineering enhancements or upgrades, or
as a result of having recently changed formats, the Company
expects to generate significant net losses for the foreseeable
future. In addition, because of the Company's substantial
indebtedness, a significant portion of the Company's broadcast
cash flow will be required for debt service. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

During April 2001, the Company made a request of its bank lender
that the Company be permitted to draw down on its Revolving
Credit Facility. The lender declined to permit the Company to
draw on this Revolving Credit Facility due to the Company's lack
of compliance with a covenant that required that the Company's
consolidated financial statements for the year ended December
31, 2000 be reported on by the Company's independent accountants
without a "going concern or like qualification or exception." As
a result of its inability to draw on the Revolving Credit
Facility, the Company issued a promissory note on May 8, 2001 to
borrow up to $5,000,000 from Stuart Subotnick in order to meet
the Company's short-term working capital needs. All amounts
payable under the Promissory Note were repaid on October 12,
2001 from proceeds available from a Bridge Loan.

Cash interest commenced accruing on the Company's Notes on March
15, 2001 and semi-annual payments commenced on September 15,
2001. The Company failed to make the initial interest payment on
September 15, 2001. However, under the terms of the Indenture,
there is a grace period of thirty days in which to pay the
interest due. On October 12, 2001, the Company obtained the
Bridge Loan, and used the proceeds from borrowing under the
Bridge Loan to pay the September 15, 2001 Note interest payment
and applicable additional interest, and to repay the
indebtedness and accrued interest on the Affiliate Promissory
Note.

On October 31, 2001, the Company completed the sale of its four
Phoenix radio stations to Hispanic Broadcasting Corporation for
a cash purchase price of $34 million. The Company used a portion
of the proceeds from this sale to repay indebtedness under the
Bridge Loan and has been using the remainder of the sale
proceeds to fund ongoing operations. Management believes the
proceeds from the sale of the Phoenix stations will provide
sufficient capital to satisfy its liquidity requirements for the
period preceding September 15, 2002, the date on which the $9.8
million semi-annual interest payment is due on the Notes.
However, because of the Company's substantial indebtedness, a
significant portion of the Company's broadcast cash flow will be
required for debt service and the Company does not presently
have the necessary cash to make the September 15, 2002 interest
payment on the Notes. There can be no assurance that the Company
will be able to increase revenue and control operating expenses
sufficiently, or to raise additional equity or restructure the
Notes on acceptable terms or at all.

The Indenture permits the Company to reinvest the proceeds of
$34 million from the sale of the Phoenix stations in broadcast
assets for a period of up to one year from the date of this
asset sale. Thereafter, any portion of the approximately $18
million of proceeds which remained after the repayment of the
Bridge Loan that were not reinvested in broadcast assets must be
used to make an offer to repurchase the Notes. As described
above, the Company used a portion of the proceeds to repay
indebtedness under the Bridge Loan and has been using the
remainder of the sale proceeds to fund ongoing operations. The
Company does not have sufficient cash resources to consummate an
offer to repurchase the Notes. The Company is currently
considering all available options with respect to the Notes
repurchase offer and the September 15, 2002 interest payment on
the Notes. These matters raise substantial doubt about the
Company's ability to continue as a going concern.

The Company had available approximately $4.7 million of cash and
cash equivalents and marketable securities at June 30, 2002.
Based upon the Company's historical losses, cash on hand is
likely to be insufficient to support the Company's operations
(exclusive of interest payments) through June 30, 2003. In
addition, because of the Company's substantial indebtedness, a
significant portion of the Company's cash on hand is required
for debt service. Cash on hand will be insufficient to satisfy
the Company's debt service requirements for the foreseeable
future. The Company will not be able to make the $9.8 million
interest payment on the Notes that is due on September 15, 2002
unless it is able to obtain additional debt or equity financing
or sell assets. Absent such financing or sales, the Company will
also not be able to consummate the offer to repurchase the Notes
that is required to be made in the event that it does not
reinvest the net proceeds from the sale of the Phoenix stations
(after giving effect to the repayment of the Bridge Loan) in
broadcast assets on or before October 31, 2002. If the Company
is unable to obtain financing or sell assets it may need to
restructure the Notes. There can be no assurances that the
Company will be able to obtain any such financing or sell assets
on acceptable terms or at all. These matters raise substantial
doubt about the Company's ability to continue as a going
concern.


BILLSERV INC: Has Until November 19 to Meet Nasdaq Requirements
---------------------------------------------------------------
Billserv, Inc. (Nasdaq: BLLS), the leading electronic bill
presentment and payment Outsourced Solution Provider, has
received a letter from Nasdaq advising the Company that for a
period of 30 consecutive trading days, the price of Billserv's
common stock closed below the minimum price of $1.00 per share
as required for continued listing on the Nasdaq National Market.  
Under the Nasdaq Marketplace Rule, if Billserv's common stock
closes at $1.00 per share or more for a minimum of 10
consecutive trading days before November 19, 2002, the Company
will regain share price compliance.  If Billserv is not
compliant by that date, Nasdaq will provide the Company with
written notification that the Company's securities will be
delisted from the Nasdaq National Market.  If that were to
occur, the Company may at that time appeal for an extension to a
Nasdaq Listing Qualifications Panel.

The letter also stated that Billserv could apply to transfer its
common stock to the Nasdaq SmallCap Market, which makes
available an extended grace period, up to an additional 270
days, for the minimum $1.00 bid price requirement.  During this
period, the Company would also have the ability to transfer back
to the Nasdaq National Market if it maintained a closing bid
price equal to or greater than $1.00 for 30 consecutive trading
days and if the Company complies with all other continued
listing requirements for that market.


BUDGET GROUP: Intends to Honor Prepetition Vehicle Obligations
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates seek the Court's
authority to pay amounts owing to certain third party vendors,
as well as certain prepetition payment obligations owing to
various governmental regulatory agencies necessary to keep the
Debtors' vehicles operating and producing revenue.

Non-Debtor Team Fleet Financing Corp., or one of its designees
typically is the registered owner of the vehicles in their
fleet.

                    Vehicle Repair Obligations

In the normal course of the Debtors' rental businesses, the
vehicles rented by the Debtors from TFFC require repairs,
towing, storage, emergency roadside assistance and various types
of maintenance.  The terms of the repurchase programs with the
various vehicle manufacturers, require the Debtors to perform
specific preventive maintenance and repairs in order to keep the
Vehicles eligible for repurchase at the end of their rental
life. In the car rental segment, the Debtors use a variety of
car service vendors for these repairs, including US Auto Club as
a nationwide provider of emergency roadside assistance services.
US Auto Club provides its roadside assistance services pursuant
to an expired contract, and therefore the failure to pay
prepetition obligations could result in the loss of the
nationwide services provided by US Auto Club.

In the truck rental segment, the Debtors have established a
truck maintenance purchase order system, known as the Marksman
system, to facilitate the processing of truck repair orders.  
The Debtors' truck dealers perform a variety of routine repair
and maintenance tasks that are processed through the Marksman
system. However, since most of the Debtors' dealers do not have
the ability to repair trucks beyond routine maintenance, the
Debtors have established a network consisting of over 100 repair
vendors throughout the country that handle the bulk of truck
repairs.  GE Capital Fleet Services provides emergency roadside
assistance for the Debtors' trucks.  The Debtors' obligations to
GE Capital Fleet Services are supported by a $2,000,000 letter
of credit. Failure to pay the obligations could result in a draw
on the letter of credit.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that because of the
bankruptcy filing, the Debtors are barred from paying any
prepetition amounts outstanding for Repairs absent a court
order. Without these payments, the various towing companies and
truck and auto-body repair companies may refuse to turn over the
vehicles that are up for repair because these companies have
valid possessory liens on the vehicles in their possession.

Since it may not be practical or economically efficient to
commence actions asserting their rights under the Bankruptcy
Code, the Debtors are now seeking authority to pay and
discharge, on a case-by-case basis and at their sole discretion,
prepetition claims outstanding for Repairs in exchange for the
release of the possessory liens and the return of the vehicles
and the continued provision of services.  Otherwise, the Debtors
will be required to spend a disproportionately large amount of
time and money filing and prosecuting numerous turnover
proceedings or defending numerous actions to lift the automatic
stay and the corresponding requests for adequate protection.  
Until a determination regarding adequate protection is made, the
Debtors may not be able to recover possession of the vehicles
and consequently will not be able to rent these vehicles,
resulting in a continued loss of revenue.

Mr. Kosmowski estimates that the aggregate amount of prepetition
obligations that the Debtors may be required to pay with respect
to repairs in the car rental segment is $4,700,000.  In the
truck rental segment, the Debtors estimate the most critical
prepetition repair obligations to be $2,100,000.

                  Transfer Vendor Obligations

The Debtors, in the ordinary course of business, require the
services of vehicle transfer vendors to move the vehicles
throughout the country in order to meet their customers' needs
and their own fleet management requirements.

In the car rental segment, the Debtors have faced increasingly
tightening credit terms.  Several transfer vendors have placed
the Debtors on COD payment terms.  It may be necessary to pay
certain prepetition obligations in order to preserve their
non-COD payment terms with their remaining vehicle transfer
vendors.  The Debtors estimate that the aggregate amount owing
to these non-COD vehicle transfer vendors is $200,000.

In the truck rental segment, Mr. Kosmowski relates that the
Debtors use a select group of four to five transfer vendors to
move trucks from manufacturers to the dealers, between dealers
to meet reservation needs, and to Auctions when selling the
vehicles.  Due to the unique nature of the services, the Debtors
are not aware of a readily available alternative vendor that
could provide similar services in the short term.  The Debtors
estimate that the aggregate amount due to the truck transfer
vendors as of the Petition Date is $300,000.

                   Fuel Supplier Obligations

Mr. Kosmowski relates that the Debtors require a significant
amount of fuel at their rental locations to meet the fuel supply
needs of their fleet.  There are relatively few fuel suppliers
who are able to serve the nationwide needs of the Debtors'
business.  As a consequence, the Debtors may be required to make
prepetition payments in order to ensure that these vendors
continue to supply fuel on favorable trade credit terms.  The
Debtors estimate that the aggregate amount due to the fuel
supplier vendors as of the Petition Date is $350,000.

                Vehicle Parts Vendor Obligations

The Debtors have a significant need for replacement parts,
including replacement tires and windshields, in the normal
course of their business.  At present, a limited number of tire
manufacturers, windshield manufacturers and other vehicle parts
suppliers have agreed to provide these parts to the Debtors on
reasonable trade credit terms.  The Debtors may be required to
make prepetition payments to these manufacturers in order to
ensure that they continue to supply parts on favorable trade
credit terms.  The Debtors estimate that the aggregate amount
due to the most critical of these vendors as of the Petition
Date is $815,000.

                   Parking Ticket Obligations

Mr. Kosmowski informs the Court that the Debtors are required to
pay a portion of their customers' parking tickets to certain
governmental authorities.  The Debtors do not receive notice of
their customers' parking tickets until at least 90 days after
the customer rents its vehicle.  Once the Debtors receive notice
of these parking tickets, the Debtors will attempt to seek
reimbursement from their customers in the amount of these
parking tickets.  On average, the Debtors have a 50% success
rate in their collection attempts.  The risk of nonpayment of
these parking tickets is that the vehicles will be subject to
impoundment or will be rendered inoperative by some other means.
The Debtors estimate that the average monthly payment of these
parking tickets is $150,000 for the car rental segment and
$120,000 for the truck rental segment.  As of the Petition Date,
the estimated and aggregate amount of the Debtors' accrued and
unpaid amounts owed arising from these parking tickets is
$810,000.

                    Registration Obligations

Pursuant to various state statutes, the Debtors are obligated to
make certain payments to each state's Department of Motor
Vehicle Registration in order to register their vehicles.  
Although TFFC is the registered owner of most of the Debtors'
Vehicles, Mr. Kosmowski says, the Debtors are obligated by their
lease agreements with TFFC to pay for the registration of the
vehicles. The failure by the Debtors to properly register the
Vehicles could lead to citations for improper registration or in
some cases, the impoundment of vehicles.   The Debtors employ
third party vendors to process DMV registrations and remit
registration payments to the various state DMVs.  The Debtors
typically provide checks to the DMV Vendors, who then submit the
checks to the DMV for the amount of vehicles it is able to
register on a given day.

The Debtors estimate that there is typically a 20-day processing
lag time for checks issued by the DMV Vendors.  To the extent
that any checks issued by the Debtors prepetition on account of
the DMV registration payments have not cleared as of the
Petition Date, the Debtors wants the Court to direct their banks
to honor these transfers on or after the Petition Date.  As of
the Petition Date, the estimated aggregate amount of the
Debtors' outstanding checks to the various state DMVs is
$250,000.

Mr. Kosmowski believes that as of the Petition Date, the
Debtors' estimated aggregate prepetition liability for all of
their prepetition vehicle obligations is $9,525,000.  The
Debtors would like to pay their obligations to each vendor on
the condition that the vendors will continue to supply goods and
services to the Debtors on the same trade terms prior to the
Petition Date. The Debtors, however, reserve the right to
negotiate new trade terms with any vendor as a condition to
payment of any prepetition vehicle obligations. (Budget Group
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


BURLINGTON INDUSTRIES: Seeks Okay to Hire Appraisers Associated
---------------------------------------------------------------
In connection with its efforts to sell the Stonewall,
Mississippi facility, Burlington Industries, Inc., has employed
Appraisers Associated Ltd., to appraise the fair market value of
the facility.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, the parties drafted a letter
agreement on July 8, 2002, which requires Appraisers Associated
to conduct a detailed analysis and appraisal of the buildings,
structures and other real property that make up the Stonewall
facility.  Accordingly, Burlington seeks the Court's authority
to employ Appraisers Associated in the ordinary course of
business, nunc pro tunc to July 8, 2002.

If the Court is not inclined to allow Appraisers Associated's
retention as an Ordinary Course Professional, Burlington asks
the Court permit the retention in accordance with Section 327(a)
of the Bankruptcy Code.

"The Debtors require a knowledgeable and experienced real estate
appraiser to render the services, thereby maximizing the value
of the Stonewall facility for the benefit of the Debtors'
estates," Mr. DeFranceschi asserts.  Appraisers Associated has
been in business since 1975.  The firm has completed numerous
appraisals on a wide assortment of real property, including
simple property ownerships and complex real property appraisal
assignments. Clearly, Appraisers Associated is well qualified to
serve as Burlington's appraiser.

Under the Agreement, Mr. DeFranceschi explains that Appraisers
Associated is entitled to payment upon its completion of the
appraisal of the facility.  Here, Appraisers Associated will
charge $125 per hour for a total amount of $10,000 in connection
with its services.

Mr. DeFranceschi contends that the ordinary course employment of
Appraisers Associated is appropriate because Appraisers
Associated is not materially involved in the administration of
the Debtors' estates.  Appraisers Associated is only conducting
an appraisal of the Stonewall facility, which is a non-core
asset.  In addition, all amounts ultimately paid to Appraisers
Associated will be within the four-month average cap established
under the Ordinary Course Professionals Order.  Appraisers
Associated will not receive compensation until it has filed an
affidavit with the Court.

Appraisers Associated owner, R. Alex Smith, assures Judge
Newsome that his firm holds no adverse interests against the
Debtors or their estates. (Burlington Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CARIBBEAN PETROLEUM: Seeks Nod to Hire H.S. Grace as Consultant
---------------------------------------------------------------
Benito Romano, the court appointed Examiner in Caribbean
Petroleum LP's chapter 11 cases ask for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ H.S.
Grace and Company, Inc., as special consultants and financial
advisors, nunc pro tunc to August 5, 2002.

The Examiner tells the Court that he requires the assistance of
a special consultant and financial advisor in order to analyze,
from a forensic accounting perspective, the financial
transactions between and among the Debtors, First Oil, Inpecos
and Mr. Zeevi and to understand the Debtors' accounting ledgers.

The Examiner proposes that H.S. Grace will:

     a) take all necessary actions to assist the Examiner in the
        investigation of the relationships between and among the
        Debtors, Inpecos, First Oil and Mr. Zeevi;

     b) review and provide consultation on the financial issues
        identified during the investigation; and

     c) provide necessary and appropriate services to the
        Examiner in the event the roles and/or duties of the
        Examiner are expanded by further order of this Court.

H. Stephen Grace will be the individual principally responsible
to render services to the Examiner.  Mr. Grace's hourly rate
ranges from $495 to $545 per hour depending on the amount of
work involved.  H.S. Grace's rates for other professionals are
$60 to $495 per hour.

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


CHAPMAN TECHNOLOGIES: Suit Filed by Elite vs. Company Dismissed
---------------------------------------------------------------
Elite Logistics, Inc. (OTC Bulletin Board: ELOG), a leading
telematics services provider, announced an update on progress
concerning protection of the company's intellectual property.

On July 1, 2002, Elite filed suit in Federal Court against
Chapman Technologies, Inc., for infringement of U.S. Patent No.
5,712,899.  After filing the lawsuit, the company learned that
Chapman had filed a petition seeking relief under the United
States Bankruptcy Code. Elite has dismissed the lawsuit without
prejudice so that if the company so chooses, it can re-file
after Chapman's bankruptcy has been resolved.

"We believe that our patent portfolio will prove to be a
significant tool to enable us to negotiate strategic alliances
and protect our competitive position," stated Steve Harris,
president of Elite.  "In the event that others challenge us,
management believes that our patents (both issued and pending)
provide significant defensive cover.  We are presently
evaluating additional potential violators to determine if other
infringement exists."

Elite Logistics, Inc., is the parent company of Elite Logistics
Services, Inc., its wholly owned operating subsidiary based in
Freeport, Texas.  Elite is best known for its family of
Intelligent Vehicle Systems that integrate global positioning
systems and two-way wireless telemetry technology to provide
Internet-enabled tracking and control of vehicles and other
assets. Elite's position as a market leader in the telematics
industry is supported by a strong intellectual property
portfolio which includes U. S. Patent No. 5,712,899.  The "899
patent" discloses certain telematics technology and systems
including a mobile communications unit, configured to receive
and process signals generated by a Global Positioning System
(GPS) and transmit them to a base communications unit and allow
voice communications between a mobile operator and an operator
of a base communications unit.  For additional information,
contact Steve Harris -- sharris@elitelog.com -- or visit the
Company's Internet site at http://www.elitelog.com


CIENA CORP: S&P Ratchets Corp. Credit Rating Down a Notch to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on optical telecommunications systems and equipment
provider, Ciena Corp., to single-'B' from single-'B'-plus,
reflecting the company's dramatic decline in sales, and
expectations that business conditions will remain weak over the
intermediate term. Ciena, based in Linthicum, Maryland, had
about $990 million in total debt outstanding as of July 31,
2002. The outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.

Although Ciena has sufficient financial assets to meet its
operating requirements over the intermediate term, business
prospects are highly uncertain.


COMMSCOPE: Gets Lucent's Demand for Registration of 10.2M Shares
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV), a world leader in the design and
manufacture of high-performance, broadband communication cables,
has received a demand from Lucent Technologies Inc. (NYSE: LU)
for registration of up to 10.2 million shares of CommScope
common stock that Lucent currently owns.

The demand was made pursuant to a registration rights agreement
between Lucent and CommScope related to CommScope's investment
in OFS BrightWave, LLC. Effective November 16, 2001, CommScope
acquired an approximate 18.4% interest in OFS BrightWave, a
company formed by CommScope and The Furukawa Electric Co. Ltd.,
to acquire certain fiber cable and transmission fiber assets of
the Optical Fiber Solutions Group of Lucent Technologies.  
CommScope issued these 10.2 million shares of its common stock
to Lucent for an aggregate amount of $203.4 million in lieu of a
portion of the cash purchase price payable by Furukawa to Lucent
in connection with this 2001 investment.

CommScope does not plan to sell any shares of common stock
pursuant to this proposed registration statement.  CommScope
expects the shares that will be subject to this proposed
registration statement will consist only of shares owned by
Lucent.

CommScope is the world's largest manufacturer of broadband
coaxial cable for Hybrid Fiber Coax (HFC) applications and a
leading supplier of high-performance fiber optic and twisted
pair cables for LAN, wireless and other communications
applications. Visit CommScope at its Web site --
http://www.commscope.com

As previously reported, Standard & Poor's raised the CommScope's
rating to BB+ owing to the company's solid performance.


COVANTA ENERGY: Intends to Implement Broad-Based Severance Plan
---------------------------------------------------------------
According to James L. Bromley, Esq., at Cleary, Gottlieb, Steen
& Hamilton, in New York, Covanta Energy Corporation and its
debtor-affiliates paid severance benefits to employees whose
employment was terminated without cause prior to the Petition
Date.  Under the prior general practice, the Debtors pay:

    (a) for vice presidents and above, severance compensation of
        four-weeks pay for every year of service; and

    (b) for all other employees, severance compensation of
        three-weeks pay for every year of service.

The Debtors wish to continue this practice to encourage
retention of employees during these Chapter 11 cases and to
reduce uncertainty concerning the potential loss of severance
benefits due to these cases.

Accordingly, the Debtors seek the Court's authority to establish
and implement the Broad-Based Severance Plan for its eligible
full-time employees.

Mr. Bromley explains that eligible full-time employees are those
employees terminated involuntarily Without Cause in connection
with:

    (a) a job or department elimination;

    (b) office closing;

    (c) reduction in force; or

    (d) other appropriate circumstances as determined by the
        plan administrator.

In order to become eligible, Mr. Bromley adds, the employee must
remain in the active employment of the Company until the
Termination Date specified by the Company.  Furthermore, an
employee must execute and deliver a general release of all
claims against the Company and for other agreements the Company
may request, including terms and conditions relating to
confidentiality, non-competition and non-disparagement.

The Eligible Employee will receive continued payments of his or
her Base Salary for a number of calendar weeks equal to the
greater of:

    -- the product of two multiplied by each year of service
       completed prior to the Termination Date; and

    -- four weeks, provided that the salary pay continuation
       period will not exceed 26 weeks.

Payments will begin no later than 10 days after the delivery of
the release.  In addition, participants would received continued
medical and dental coverage; provided that the participants pay
the regular employee co-payments for the period the cash
severance benefits are payable.  A participant's right to
continue to receive medical or dental coverage will cease
immediately if the participant becomes eligible for the same
plan of any subsequent employer.

The Broad-Based Severance Plan further provides that the Company
may, in its sole discretion, with prospective or retroactive
effect, amend, alter, suspend, discontinue or terminate the plan
at any time and for any reason, with or without notice and
without the consent of any employee, stockholder or other
person; provided, however, that, without the consent of an
employee, no action will materially and adversely affect the
right of an employee to receive severance benefits under the
Broad-Based Severance Plan with respect to an Eligible
Termination of Employment as of a Termination Date occurring
prior to the action.

Mr. Bromley contends that this motion is supported by a sound
business judgment.  The Debtors recognize that the bankruptcy
cases heightened the employees' concerns on continued employment
and compensation.  The Debtors are also concerned that the
Chapter 11 cases may encourage employees to seek other
employment at a time when their continued service is vital to
the reorganization.  "Maintaining the loyalty and focus of the
Debtors' employees, as well as positive employee relations, is
essential to the Debtors' ongoing reorganization efforts," Mr.
Bromley states.  Thus, Mr. Bromley insists that the
establishment and implementation of the Broad-Based Severance
Plan will reduce employee's anxiety about workforce reduction
and provide an important retention incentive. (Covanta
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


CROWN CORK: Names Raymond McGowan as Pres., U.S. Food Can Div.
--------------------------------------------------------------
Crown Cork & Seal Company, Inc., (NYSE: CCK) announced that
Raymond L. McGowan, Jr., has been named Vice President and
President, U.S. Food Can Division.  He succeeds Clinton J.
Waring, who served as President of the U.S. Food Can Division
since 2000 and has retired after 43 years of service to Crown
Cork & Seal.

"McGowan brings over 26 years of industry experience to Crown
Cork & Seal," said Frank Mechura, Executive Vice President and
President of the Americas Division.  "His record of successful
management and innovative thinking will be invaluable in helping
Crown maintain its leading position in the North American food
industry."

In his new position, McGowan will emphasize Crown's World-Class
Performance initiative to continually excel in terms of Quality,
Cost and Delivery.  "Reaching standards that are World-Class in
everything we do is essential to meet the ever increasing
expectations of customers," said McGowan.  "Continuous
improvement will be a key factor in maintaining the steady
growth of Crown's North American food can business."

McGowan joined Crown Cork & Seal in November 2001 as Vice
President and Assistant to the President of the U.S. Food Can
Division.  Prior to that, he served as Group Vice President of
Global Consumer Products at Sonoco Products Company, managing 47
facilities in 12 countries.

McGowan is a graduate of Providence College and has completed
the Executive Management Program at the University of North
Carolina.

Crown Cork & Seal is a leading supplier of packaging products to
consumer marketing companies around the world.  World
headquarters are located in Philadelphia, Pennsylvania.

Crown Cork & Seal's 8.375% bonds due 2005 (CCK05USR1) are
trading at 70 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCK05USR1for  
real-time bond pricing.


DAIRY MART: Seeks Court's Permission to Tap Cushman as Appraiser
----------------------------------------------------------------
Dairy Mart Convenience Stores, Inc., and its debtor-affiliates
seek approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire Cushman & Wakefield, Inc., as their
real property appraiser.

The Court approved Dairy Mart's motion to sell substantially all
of its assets.  The Sale Order provides that liens on any of
Dairy Mart's various assets subject to the Sale, including the
Liens on certain buildings, structures, and fixtures, which are
owned or leased by Dairy Mart, attached to the proceeds of the
sale and will be redeemed from those proceeds.  In this regard,
it is very important for Dairy Mart to establish the value of
its various assets, including the Real Properties. Moreover,
Dairy Mart intends to continue its efforts to sell its remaining
assets.  Dairy Mart has determined that hiring Cushman &
Wakefield would be the most cost-effective and efficient method
for determining the market value of the Real Properties.

Cushman & Wakefield are national providers of real estate
services with the largest combined in-house appraisal staff in
the nation, the Debtors relate.

Cushman & Wakefield will render to Dairy Mart professional
services as an independent contractor to serve as appraiser of
certain real properties. This service include the production of
summary appraisal reports for Dairy mart, which will contain the
market value and liquidation value for each property appraised
as well as the furniture, fixtures and equipment.

Cushman & Wakefield's compensation will be $4,500 for each
property. Cushman & Wakefield also agrees to perform additional
consulting, litigation and testimony services for $300 per hour.

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


DAYTON SUPERIOR: S&P Revises Outlook on B+ Rating to Negative
-------------------------------------------------------------
Standard & Poor's Rating Services has revised its outlook on
construction products manufacturer Dayton Superior Corp. to
negative from stable based on concerns about ongoing weakness in
the non-residential construction markets.

Standard & Poor's said that it has affirmed its ratings on the
Dayton, Ohio-based company. The corporate credit rating is
single-'B'-plus. At June 30, 2002, the company had total debt of
$330 million.

"The outlook revision resulted from weaker than anticipated non-
residential construction markets and the expectation that the
downturn is likely to last well into 2003", said Standard &
Poor's credit analyst Pamela Rice. "These adverse conditions",
she said, "plus margin pressure from rising steel prices, could
further strain the company's financial profile despite its
aggressive cost cutting initiatives".

Dayton Superior is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete
construction. Products, including ties, bar supports, metal
assemblies, modular forms, and construction chemicals, are sold
via independent distributors as well as the company's own
extensive internal distribution network.

Standard & Poor's said that its ratings reflect Dayton
Superior's leading positions in niche construction products
markets and its favorable cost structure, offset by industry
cyclicality and very aggressive financial policies.


DELTA AIRLINES: Inks Marketing Pact with Continental & Northwest
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has entered into a proposed
marketing agreement with Continental Airlines and Northwest
Airlines that will provide customers with a wider array of
destinations while maintaining competition among the three
carriers.

The marketing agreement includes:

     *  Codesharing - All three airlines will codeshare on each
other's route networks.

     *  Frequent Flyer Reciprocity - Customers will be able to
accrue and redeem awards in any of the three airlines' frequent
flyer programs regardless of which program they belong to or on
which airline they fly.

     *  Airport Lounge Reciprocity - Customers will be able to
participate in each airline's  airport lounge program.

     *  Convenient Schedule Connections - While the three
airlines will continue to schedule their respective flights
independently, each will evaluate their schedules to optimize
convenient schedule connections between the carriers.

     *  Coordination of Airport Facilities - Customers will gain
the opportunity for seamless ticketing, check-in and baggage
handling.

Subject to necessary reviews and approvals from the U.S.
Department of Transportation (DOT), the Delta and Northwest
pilot groups and international alliance partners, the marketing
agreements will be implemented first in the United States,
Canada and the Caribbean, and later on routes in Europe, Asia
and Latin America.  The agreement provides for discussions
between the three U.S. carriers and their European carrier
partners with respect to transatlantic commercial cooperation
and the inclusion of Continental, Northwest and their
international partner, KLM, in the SkyTeam international
alliance.  SkyTeam's current membership includes Delta,
Aeromexico, Alitalia, Air France, CSA Czech Airlines and Korean
Air.

The SkyTeam partners will continue to implement the benefits
available under antitrust immunity already provided to Delta,
Alitalia, Air France, CSA Czech and Korean Air.  When the
marketing agreement is fully implemented, customers will be able
to accrue and redeem frequent flyer awards on any airline across
the alliance.  The potential additions to SkyTeam would make the
alliance more competitive with the other major international
alliances, Star Alliance and oneworld.

Leo F. Mullin, Delta chairman and chief executive officer, said:
"At its foundation, this is an initiative oriented to the
customer.  When fully implemented, this effort will allow our
customers to travel more conveniently to more destinations
around the world.  From ticketing to frequent flyer programs to
baggage handling, their travel experience will improve.

"The initiative also is strongly pro-competitive on two fronts.  
First, it will allow the participating carriers to compete for
additional passengers and revenues in markets not otherwise
accessible to them.

"Second, the proposal will enable Delta, Continental and
Northwest to compete on a more equal footing with United
Airlines and US Airways which announced a similar agreement
earlier this summer.

"Enormous financial pressures threaten this industry.  In recent
weeks, some carriers have announced major restructuring,
employee cutbacks, even bankruptcy.  This proposed agreement
represents an important part of our plan to strengthen our
competitive position in today's extraordinarily difficult
operating environment."

The marketing agreement is subject to review by the U.S.
Department of Transportation.  In addition, it will require
negotiated changes to the scope clauses of the Delta and
Northwest pilot contracts.  Delta will discuss the proposed
agreement with the leadership of the Delta unit of the Air Line
Pilots Association at a meeting of the union's Master Executive
Council this week.  Additionally, the approval of the
international alliance partners will be required and talks are
underway to facilitate such approvals. The agreement is not a
merger.  The carriers will operate independently and compete
vigorously, including in the areas of pricing, scheduling,
capacity decisions and revenue management.  Delta, Continental
and Northwest will work with the DOT in an effort to have the
review completed by Nov. 1, 2002, and other approvals and
negotiations completed by Dec. 5, 2002.  If approvals are
received in this timely manner, the airlines could begin
implementing the agreements as soon as Spring 2003.

Delta Air Lines, the world's second largest carrier in terms of
passengers carried, offers 5,898 flights each day to 429
destinations in 76 countries on Delta, Delta Express, Delta
Shuttle, Delta Connection and Delta's worldwide partners.  Delta
is a founding member of SkyTeam, a global airline alliance that
provides customers with extensive worldwide destinations,
flights and services.  For more information, please go to
http://www.delta.com

Delta Air Lines' 9.75% bonds due 2021 (DAL21USR1), DebtTraders
reports, are trading at 87.413 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAL21USR1for  
real-time bond pricing.


DONLAR BIOSYNTREX: June 30 Balance Sheet Upside-Down by $36MM
-------------------------------------------------------------
From 1997 until November of 2000, Donlar Biosyntrex Corporation
was primarily engaged in the distribution and sale of
nutritional and nutraceutical products. Donlar Biosyntrex's
principal products were biologic nutraceutical supplements and
sports and nutrition bars. As a result of transactions that were
completed in 2000 and in early 2001, all of the operational
activities of Donlar Corporation are now conducted by its
subsidiary, Donlar Biosyntrex. The former Donlar businesses are
now Donlar Biosyntrex's principal businesses and Donlar
Biosyntrex is phasing out its nutritional and nutraceutical
business. Donlar Biosyntrex's marketing, sales, distribution and
administrative operations are conducted from Donlar's
headquarters in Bedford Park, Illinois, and its manufacturing
operations are conducted from Donlar's Peru, Illinois facility.

Donlar Biosyntrex's reorganized businesses are conducted through
three product lines:

    -    BioPolymers, consisting of the performance chemicals
business acquired from Donlar;

    -    AgriSciences, consisting of the agricultural business
acquired from Donlar; and

    -    Optim Nutrition, consisting of Donlar Biosyntrex's
nutritional and nutraceuticals business (being phased out).

Donlar Biosyntrex current business is the production and
marketing of products initially developed by Donlar.
Historically, Donlar began as a research and development company
to exploit the possibilities of developing, manufacturing and
marketing a new family of biodegrable polymers known as thermal
polyaspartates. Although there was no market at the time of
Donlar's inception for a new so-called "green chemistry," Donlar
concluded that a market would develop if the technology and
products were available. It also determined that the development
of this technology and market would also require substantial
capital.

It took about ten years and the use of extensive capital to
reach the point of commercialization whereby Donlar Biosyntrex's
products and markets are protected by a global intellectual
property portfolio of patents. The products are manufactured in
a modern plant capable of producing high quality products at low
cost and are sold in a marketplace where Donlar Biosyntrex's TPA
products can compete on a cost/performance basis with
conventional chemicals.

As a result of this historical development, Donlar Biosyntrex'
revenues from the sale of its products increased from $1.4
million in 2000 to $2.4 million in 2001. Commercialization of
the products began approximately two years ago focusing on the
building of three market's in oil production, agriculture and
detergents.

                    Results of Operations

During the three months ended June 30, 2002, the Company had
revenues of $1,014,403, compared to $626,747 for the comparable
three-month period in 2001. The increase in revenues was due to
growth in sales, principally in the oil field market.

During the three months ended June 30, 2002, the Company had a
net loss of $1,596,715 compared to a net loss of $4,069,251 for
the three months ended June 30, 2001. This decrease in the net
loss was attributable primarily to the increased sales in
conjunction with cost reductions related to operations of the
company.

During the six months ended June 30, 2002, the Company had
revenues of $1,892,087, compared to $1,232,520 for the
comparable six-month period in 2001. The increase in revenues
was due to growth in sales, principally in the oil field market.

During the six months ended June 30, 2002, the Company had a net
loss of $5,261,657 compared to a net loss of $8,739,885 for the
six months ended June 30, 2001. This decrease in the net loss
was attributable primarily to the decrease in interest expense
and increased sales offset by the acceleration of debt discount
amortization related to the debt restructuring.

                 Liquidity and Capital Resources

Historically, the Company has been unable to finance its
operations from cash flows from operating activities. As of June
30, 2002, the Company had cash of $50,378. As a result of the
recent agreement with certain creditors to restructure principal
and interest payments, the Company was able to pay current
operating expenses in the fourth quarter of 2001 and the first
and second quarter of 2002. In March of 2002, the Company
obtained additional bridge financing in connection with the
restructuring of its debt, but has no other plans for its
continued financing. The Company, under its bridge financing,
has a quarterly interest payment of approximately $21,000 due on
the last business day of each quarter. The Company intends to
carefully control its use of cash for the balance of 2002. As a
long-term matter, the Company will require additional financing
to maintain operations. The Company believes based on its
current budget and sales that it will be able to pay its
expenses for the next year other than payments under its bridge
financing from Tennessee Farmers Life Insurance Company due in
March 2003 and it plans to enter into additional negotiations
with Tennessee Farmers regarding such payments.

In the first six months of 2002, the Company had a net increase
in cash and cash equivalents of $46,632, compared to a net
decrease in cash and cash equivalents in the same period of 2001
of $871,688. The increase in cash was the result of increased
sales and reduced operating costs.

The Company increased its cash flows used in operations from
$1,459,948 in the first six months of 2001 to $3,275,080 in the
same period in 2002, due to the use of loan proceeds to reduce
accounts payable and accrued expenses in the 2002 period.

Cash flows used in investing activities decreased to $14,028 in
the first six months of 2002 from $89,835 in the same period in
2001. This is due to the Company limiting its capital
expenditures.

Cash flows provided by financing activities increased from
$678,095 during the first six months of 2001 to $3,335,740 in
the same period in 2002. The cash from financing activities in
2002 resulted from borrowing activities in the 2002 period.

As of June 30, 2002, the Company had an accumulated deficit of
$96,081,965, a shareholders' deficit of $36,494,073 and has had
substantial recurring losses. The consolidated operations of the
Company have not achieved profitability and the Company has
relied upon financing from the sale of its equity securities,
liquidation of assets and debt financing to satisfy its
obligations. These conditions raise substantial doubt about the
ability of the Company to continue as a going concern.

The Company's ability to continue as a going concern is subject
to the attainment of profitable operations or obtaining
necessary funding from outside sources. Management's plan with
respect to this uncertainty includes reorganizing the Company
and converting debt to equity, increasing sales of existing
products to attempt to attain a positive cashflow, evaluating
new products and markets, and minimizing overhead and other
costs. However, there can be no assurance that management will
be successful.


EB2B COMMERCE: Nasdaq Knocks Off Shares Effective August 27
-----------------------------------------------------------
eB2B Commerce, Inc. (NASDAQ: EBTB), announced that effective
August 27, 2002 that its common stock was delisted from Nasdaq.

After receiving communications from Nasdaq as to deficiencies
that would have to be cured, and in view of the improbability of
curing such deficiencies and due to the significant amount due
to Nasdaq, the Company determined that the significant expense
of maintaining its Nasdaq listing would not be appropriate.

eB2B Commerce is a leading provider of business-to-business
transaction management services that simplify trading partner
integration, automation, and collaboration across the order
management life cycle. The eB2B Trading Network and Transaction
Lifecycle Management solutions provide enterprises large and
small with a total solution for improving trading partner
relationships that enhance productivity and bottom line
profitability.


EBIX.COM INC: Board of Directors Approve 1-For-8 Reverse Split
--------------------------------------------------------------
ebix.com Inc. (NASDAQ: EBIX), a leading international supplier
of software and e-commerce solutions to the property and
casualty insurance industry, announced that its Board of
Directors has approved and recommended to its stockholders a 1-
for-8 reverse stock split of its outstanding shares of common
stock. This action is intended to return ebix to compliance with
the continued listing standards of the Nasdaq SmallCap Market,
in particular the minimum bid price requirement.

ebix received a Nasdaq Staff Determination on August 20, 2002
indicating that ebix's common stock fails to comply with the $1
per share minimum bid price requirement for continued listing
set forth in Marketplace Rule 4310(C)(4), and that its common
stock is, therefore, subject to delisting from the Nasdaq
SmallCap Market. ebix has requested a hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
A date for the hearing has not yet been set. ebix has been
advised that Nasdaq will not take any further action to delist
the common stock pending the conclusion of that hearing. There
can be no assurance that the Panel will grant ebix's request for
continued listing.

At a Board of Directors meeting on August 22, 2002, the Board
determined that a reverse split in the ratio of 1-for-8 is the
best option to meet the minimum bid price requirement and is in
the best long-term interest of ebix and its stockholders.

ebix's stockholders will be asked to approve the reverse stock
split at a special meeting to be held on September 30, 2002.
ebix plans to effect the reverse stock split following
stockholder approval. The record date for determining
stockholders eligible to vote at the special meeting will be the
close of business on September 3, 2002.

ebix intends to file a preliminary proxy statement this week
regarding the proposal to approve the reverse stock split, and
it intends to file and mail to its stockholders a definitive
proxy statement regarding this proposal. Stockholders are urged
to read the definitive proxy statement when it becomes
available, because it will contain important information about
ebix, the reverse stock split proposal and the participants in
the solicitation. The proxy statement and any other documents
filed by ebix with the SEC may be obtained free of charge on the
SEC's Web site at http://www.sec.gov In addition, stockholders  
may obtain free copies of the definitive proxy statement and
such other documents from ebix.

Founded in 1976, ebix.com, Inc., formerly known as Delphi
Information Systems, Inc., is a leading international supplier
of software and e-commerce solutions to the property and
casualty insurance industry. The name change to ebix.com, Inc.
aligns the identity of ebix with its strategic focus of using
the Internet to enhance the way insurance business is
transacted, through solutions that encompass both e-commerce and
web-enabled agency management systems. ebix hosts a one stop
insurance portal for both the consumers and the insurance
professionals. Recently, ebix launched an end-to-end e-commerce
system for agencies, ebix.ASP on a self hosted or application
service provided basis, targeted at the personal lines, life,
health and commercial lines agencies and brokers around the
world. ebix hosts a personal line exchange connecting consumers
to multiple agencies and carriers; in addition to providing
download, claims inquiry and billing inquiry services to
insurance companies across more than 30 different agency systems
through its ebixExchange service. An independent provider, ebix
employs insurance and technology professionals who provide
products, support and consultancy to more than 3,000 customers
on six continents.


EGAIN COMMS: Fails to Comply with Nasdaq Listing Requirements
-------------------------------------------------------------
eGain Communications Corp. (Nasdaq:EGAN), a leading provider of
eService software for the Global 2000, announced that on August
20, 2002, it received a Nasdaq staff determination stating that
the company had failed to comply with the $1.00 per share
minimum bid price required by Nasdaq Marketplace Rule 4450(a)(5)
for continued listing on the Nasdaq National Market.
Accordingly, eGain's common stock is subject to delisting from
the Nasdaq National Market.

eGain intends to avail itself of the prescribed appeal process
with Nasdaq to seek to retain its listing on the Nasdaq National
Market. Although there can be no assurance that the Nasdaq
Listing Qualifications Panel will grant the request for
continued listing by the company, the hearing request will stay
the delisting of the company's common stock pending the Panel's
decision.

eGain (Nasdaq:EGAN) is a leading provider of software and
services for the Global 2000 that enable knowledge-powered
multi-channel customer service. Selected by 24 of the 50 largest
global companies to transform their traditional call centers
into multi-channel contact centers, eGain solutions measurably
improve operational efficiency and customer retention -- thus
delivering a significant return on investment. eGain eService
Enterprise -- the company's integrated software suite --
includes applications for knowledge management, self-service,
email management, Web collaboration and productized integrations
with existing call center infrastructure and business systems.
Headquartered in Sunnyvale, Calif., eGain has an operating
presence in 18 countries and serves over 800 enterprise
customers on a worldwide basis -- including ABN AMRO Bank,
DaimlerChrysler, and Vodafone. To find out how eGain can help
you gain customers and sustain relationships, please visit
http://www.eGain.comor call the company's offices -- United  
States: (888) 603-4246; London: +44 (0) 1753 464646; or Sydney:
+612 9492 5400.


ENRON CORP: Hires Dovebid as Auctioneer for De Minimis Assets
-------------------------------------------------------------
Enron Corporation and its debtor-affiliates seek the Court's
authority to employ and retain DoveBid Inc., as their
auctioneer, sales agent and asset appraiser for the de minimis
surplus assets under the terms of the DoveBid Agreement.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
explains that the Debtors chose DoveBid through an arm's-length,
competitive bidding process with several other auctioneers.  The
Debtors find DoveBid's offer as superior than the rest of the
other bids.  Moreover, Mr. Oswald believes that DoveBid is
particularly well suited to provide the type of auction services
required by the Debtors.  "Therefore, DoveBid's retention
presents the best opportunity to maximize recovery to the
Debtors' estates," Mr. Oswald asserts.

Kirk Dove, President of DoveBid, outlines the services to be
performed under the DoveBid Agreement:

1. Sale and Auction Procedures:

   (a) When and as the Debtors identify Surplus Assets they seek
       to dispose by utilizing the services of DoveBid, the
       Debtors and DoveBid will negotiate and execute a mutually
       acceptable plan of sale for each proposed auction of
       Surplus Assets.  Each Plan of Sale will address, among
       other things:

          (i) the Surplus Assets to be sold;

         (ii) which Debtor entity owns the Surplus Assets;

        (iii) whether the Surplus Assets will be sold by public
              auction or privately negotiated sale; and

         (iv) if the Surplus Assets are to be sold by public
              auction, whether the auction will be promoted on
              DoveBid's website at http://www.dovebid.com/as a
              "Featured On-line Auction" or otherwise broadcast
              live over the internet as a "Webcast Auction";

   (b) In the event that Surplus Assets are sold by public
       auction, DoveBid may offer Surplus Assets for sale by the
       piece or by the lot.  Determination of sale lots for
       privately negotiated sales will be approved in writing by
       the Debtors prior to any offer for sale after notice to
       the Committee;

   (c) Each Plan of Sale will include an estimate of the
       proceeds DoveBid reasonably anticipates the respective
       sale will generate and calculate the estimated net
       recovery to the Debtors;

   (d) DoveBid will sell all Surplus Assets to the highest
       bidder.  DoveBid will not guarantee the consummation of
       any sale and is not responsible in the event a purchaser
       fails to complete a purchase.  DoveBid will not permit
       any purchaser to take possession of Surplus Assets
       without full payment and DoveBid assumes the risk of
       collection for any equipment it allows to be removed;

   (e) In the event that some Surplus Assets remain unsold at
       the conclusion of a Sale, or a purchaser fails to perform
       its obligation to pay the purchase price of an Asset,
       DoveBid will surrender the Unsold Assets to the Debtors,
       and will have no further obligations with respect to the
       Unsold Assets.  The Debtors may request that DoveBid
       arrange for the removal and temporary storage of any
       Unsold Asset; provided, however, that:

        -- DoveBid will have no obligation to arrange for the
           removal or storage; and

        -- in the event that DoveBid consents to arrange for the
           removal and storage, the Debtors will reimburse
           DoveBid for the reasonable costs and expenses
           incurred by DoveBid;

   (f) After the Debtors and DoveBid develop a Plan of Sale for
       specific Surplus Assets, the Debtors will forward a copy
       of the Plan of Sale to the parties required by the Sale
       Procedures and electronically file it on the Court's
       Docket.  If no objections are received within five
       business days, the Debtors may consummate the transaction
       with DoveBid immediately, without further order of the
       Court.  If any objection is received within the period
       that cannot be resolved, the Surplus Asset subject to the
       Plan of Sale will not be sold except upon further order
       of the Court after notice and hearing;

   (g) For those sale of assets outside the scope of the Sale
       Procedures, the Debtors will seek separate Court approval
       of these sales in accordance with the requirements of the
       Bankruptcy Code, the Bankruptcy Rules and the Local
       Bankruptcy Rules;

   (h) Any sales consummated pursuant to the DoveBid Agreement
       will be free and clear of all liens, claims,
       encumbrances and interests, with any Liens attaching to
       the sale proceeds to the same extent and priority as
       immediately prior to the sale;

   (i) DoveBid will collect from the purchasers of the Surplus
       Assets the gross proceeds, including any applicable sales
       taxes and amounts due as Buyer's Premium and deposit the
       funds into a bank depository account maintained by
       DoveBid.  All applicable sales taxes collected by DoveBid
       will be paid by DoveBid to the appropriate taxing
       authorities.  Thereafter, DoveBid will be paid from the
       Account its reimbursable expenses pursuant to each Plan
       of Sale and amounts allocable to the Buyer's Premium, and
       the Debtors will be issued a check for the balance in
       the Account, including the applicable Rebate within 30
       calendar days after the last date of the respective sale.
       The Debtors will deposit the check in accordance with
       the requirements set forth in the Sale Procedures Orders;

   (j) No later than 30 calendar days after the Auction, DoveBid
       will also issue to the applicable Debtor a settlement
       report showing, generally, a record of sales of the
       Surplus Assets, the total compensation and expense
       reimbursement paid to DoveBid and the allocation of the
       funds generated by the sales.  Each Settlement Report
       will be prepared in a manner to comply with the Federal
       Rule of Bankruptcy Procedure 6004(f)(1).  The Settlement
       Report will be filed with the Court and served upon the
       United States Trustee and Counsel for the Committee;

   (k) As compensation for its services, DoveBid will charge a
       buyer's premium equal to 13% of the sales price of each
       Asset sold for all sales.  The Buyer's Premium will be
       collected by DoveBid directly from each successful
       bidder, in addition to the purchase price as bid;

   (l) A discount from the Buyer's Premium equal to 3% of the
       sales price will apply to purchasers who pay in cash,
       cashier's check, company check or wire transfer unless
       the purchasers bid over the internet, in which case the
       discount will only be 1%;

   (m) DoveBid may also discount the Buyer's Premium by an
       additional 10% of the sales price for those Surplus
       Assets purchased by current employees of the Debtors for
       their personal use or consumption.  The Debtors or
       DoveBid will provide the Committee with notice of any
       sale of Surplus Assets to current employees;

   (n) None of the Debtors will be responsible in any way for
       payment or collection of the Buyer's Premium;

   (o) DoveBid has agreed to remit to the Debtors within 30
       calendar day after each sale a sum equal to a percentage
       of those sums collected as a Buyer's Premium as a result
       of each sale based upon the Gross Proceeds resulting from
       the sale of the Surplus Assets sold subject to the
       respective Plan of Sale as:

          (i) for sales of Surplus Assets at an Auction
              generating Gross Proceeds between $2,000,001 and
              $4,000,000, the Rebate will be equal to 10% of the
              Buyer's Premium;

         (ii) for sales of Surplus Assets at an Auction
              generating Gross Proceeds between $4,000,001 and
              $6,000,000, the Rebate will be equal to 20% of the
              Buyer's Premium; and

        (iii) for sales of Surplus Assets at an Auction
              generating Gross Proceeds in excess of $6,000,000,
              the rebate will be equal to 30% of the Buyer's
              Premium;

   (p) DoveBid will be reimbursed for its reasonable, actual,
       out-of-pocket expenses incurred in connection with the
       sale of Surplus Assets, like expenses for advertising and
       direct marketing, labor, travel and lodging and webcast
       expenses;

   (q) The aggregate sum of all sale expenses will not exceed:

        -- 3% for sales generating Gross Proceeds of $4,000,000
           or more; and

        -- $120,000 for sales generating Gross Proceeds of less
           than $4,000,000.  The Debtors will not be liable for
           expenses that exceed the Sale Allowance Cap;

   (r) In the event that, in connection with a particular sale,
       the Debtors request change to the Surplus Assets or to
       DoveBid's set-up, sale date or check-out plans and the
       changes result in additional sale expenses, the Debtors
       agree that the parties will mutually agree on an
       amendment to the Plan of Sale;

   (s) DoveBid will be solely responsible for maintaining
       adequate insurance coverage pertaining to the Surplus
       Assets and their transfer to and from, and storage at,
       the site of any sale.  If any sale is to occur at
       premises owned or leased by DoveBid, DoveBid will
       maintain adequate liability insurance for the duration of
       each sale.  DoveBid will take all proper safeguards
       against loss and injury in the conduct of any auction.
       During the term of the DoveBid Agreement, DoveBid will
       maintain minimum Commercial General Liability Insurance
       as:

        -- $1,000,000 per occurrence combined single limit; or

        -- $2,000,000 general aggregate.

       DoveBid will also carry all worker's compensation
       insurance for DoveBid employees in compliance with all
       applicable state and local laws and Employer's Liability
       Insurance of $1,000,000;

   (t) the Debtors will reimburse DoveBid for all costs
       incurred in obtaining an auctioneer bond.  DoveBid will
       include for the estimated amount of costs of the
       Auctioner's Bond for each Plan of Sale;

   (u) DoveBid will provide, in advance of any auction, a
       surety bond in favor of the United States of America for
       an amount equal to the Estimates minus expenses for each
       Plan of Sale.  The bond will be in a form acceptable to
       the United States Trustee;

   (v) All payments of compensation and reimbursement of
       expenses to DoveBid will be set forth in the Settlement
       Report and will be made without further Court approval
       but will be subject to Sections 327(a) and 330 of the
       Bankruptcy Code; and

   (w) The Debtors, the Committee, the United States Trustee and
       any other party-in-interest will retain their rights to
       object to the compensation paid to DoveBid.

2. Appraisal Services:

   DoveBid will appraise those assets that will be marketed or
   sold by the Debtors.  Procedures for appraisal under the
   Agreement are:

   (a) The Debtors may request DoveBid, through its DoveBid
       Valuation Services, Inc. subsidiary, to perform asset
       appraisals.  The Debtors and DoveBid will utilize their
       best efforts to mutually agree upon the type of appraisal
       to be provided, the timing for the delivery of the
       completed appraisal, and the applicable fee, all of which
       will be mutually agreed upon and set forth in a Plan of
       Sale; and

   (b) DoveBid will not conduct the sale of any asset it has
       appraised.  The Debtors will not request that DoveBid
       perform an appraisal of assets unless the Debtors have a
       good faith belief that the respective assets to be
       appraised will not otherwise be subject to sale by
       DoveBid.

Mr. Dove informs the Court that DoveBid has no connection with
the Debtors, their creditors, or any other party with an actual
or potential interest in these Chapter 11 cases or their
respective attorneys or accountants that is adverse to the
estates.  Thus, pursuant to Sections 101(14) and 327(a) of the
Bankruptcy Code, DoveBid is a "disinterested person." (Enron
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


ENRON CORP: Commences Auction Process for Certain Major Assets
--------------------------------------------------------------
Consistent with a plan outlined in May to maximize the value of
its core assets, Enron Corp., has commenced a formal sales
process for its interests in certain major assets. The company
is extending invitations to visit electronic data rooms
containing information on 12 of Enron's most valuable businesses
to a broad universe of potential bidders with whom the company
has executed confidentiality agreements.

"This process continues our efforts to maximize value and
enhance recovery for our creditors," said Stephen Cooper,
Enron's interim CEO and chief restructuring officer. "Enron and
its advisors, in consultation with the Unsecured Creditors'
Committee and its advisors, will evaluate all offers received to
determine the combination of bids that maximizes the value of
all assets."

The company has established a timetable that would result in
reaching final decisions and making necessary Bankruptcy Court
filings on such asset dispositions in December 2002. Consistent
with that timetable, Enron and its advisors envision initial
indications of interest will be due in October, with final bids
due in November 2002. Enron reserves the right not to sell any
of its assets if the bids received are not deemed fully
reflective of the assets' value.

The 12 assets, or interests in assets, include:

                         Portland General

Portland General Electric is a fully integrated electric utility
serving more than 740,000 retail customers in northwest Oregon.
Contrary to local political concerns raised in the past weeks,
Enron will only sell the entity in its current structure as a
fully integrated electric utility.

                           Transwestern

Transwestern Pipeline Company is principally comprised of a
2,600-mile natural gas pipeline extending from west Texas to
California.

                              Citrus

Enron owns a 50 percent interest in Citrus Corp., which is the
holding company for Florida Gas Transmission Company, comprised
principally of a 5,000-mile natural gas pipeline system
extending from south Texas to south Florida.

                           Northern Plains

Enron's wholly-owned subsidiary Northern Plains Natural Gas
Company owns a 1.65 percent general partner interest, and
approximately 500,000 limited partner units, in Northern Border
Partners, L.P., a limited partnership publicly traded on the
NYSE. Northern Border's principal business segment is interstate
natural gas pipelines, which include a 70 percent interest in
Northern Border Pipeline, an approximately 1,250-mile natural
gas pipeline extending from Canada to the midwestern United
States, and Midwestern Gas Transmission Company.

                              Elektro

Elektro Electricidade e Servicos S.A., is a local electricity
distribution company in Sao Paulo state, Brazil that serves more
than 1.7 million customers.

                              Cuiaba

Cuiaba is an integrated energy project comprised of a 480-
megawatt natural gas-fired power plant in the State of Mato
Grosso, Brazil, two natural gas pipelines that transport natural
gas from eastern Bolivia through western Brazil directly to the
plant, and two gas supply companies that supply natural gas to
the power plant. Enron owns various controlling or co-
controlling interests in the project companies.

                 Bolivia to Brazil Pipeline/Transredes

The Bolivia to Brazil Pipeline system is comprised of Gas
TransBoliviano, S.A., and Transportadora Brasileira Gasoduto
Bolivia-Brazil S.A., South America's longest intercountry
natural gas pipeline. Transredes owns more than 3,400 miles of
liquid hydrocarbon and natural gas pipelines that gather and
transport products within Bolivia.

                              Sithe

Enron owns a 40 percent equity interest in and a subordinated
note from Sithe/Independence Power Partners, LP, the principal
asset of which is a 1,042-megawatt cogeneration power plant
located in Scriba, N.Y.

                           Eco-Electrica

Enron owns an indirect 47.5 percent interest the Eco-Electrica
Project, a 542-megawatt cogeneration power plant, a 1 million
barrel liquified natural gas terminal, and a 2 million gallon
per day water desalination facility located in Penuelas, Puerto
Rico.

                              Mariner

Enron indirectly owns 96 percent of Mariner, a domestic
exploration and production company primarily focused on the Gulf
of Mexico, as well as the Permian Basin. Mariner had proved
reserves of 237 billion cubic feet equivalent at year-end 2001,
of which approximately 75 percent were natural gas.

                             Stadacona

Compagnie Papiers Stadacona owns a 500,000 tons per year
newsprint and directory paper mill in Quebec City, Quebec. The
company also owns timberland assets in the vicinity of the plant
and in Maine.

                               Trakya

Enron owns a 50 percent interest in the Trakya Project, a 478-
megawatt natural gas-fired power plant in Marmara Ereglisi,
Turkey.

Enron may expand the group of assets included in this process
under the appropriate circumstances.

Enron has retained The Blackstone Group L.P., as its lead
advisor with respect to these sales and, for the Mariner asset,
has retained Batchelder & Partners Inc., as co-advisor.
Interested parties may contact Michael Hoffman, Raffiq Nathoo,
or Steve Zelin at The Blackstone Group L.P., at 212/583-5000,
or, in the case of the Mariner asset, Joel Reed at Batchelder &
Partners Inc. at 858/704-3302.

Enron has significant electricity and natural gas assets in
North and South America. Enron's Internet address is
http://www.enron.com


ENVOY COMMS: Taking Steps to Further Improve Balance Sheet
----------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ: ECGI / TSE: ECG), a
leading design, marketing and technology company, announced
financial results for the third fiscal quarter ended June 30,
2002.

"The restructuring that your Company went through in the first
half of this year is starting to produce a positive impact to
our bottom line, Envoy's management team has taken decisive
steps to restructure your Company", stated Geoff Genovese,
Chairman and CEO of Envoy Communications".

"We are pleased to report an EBITDA profit in the quarter ending
June 30, 2002, of $623,000 or $0.03 per share. This improvement
is a direct result of our restructuring efforts your management
made in the first half of the year. We are continuing to make
additional progress in expense reduction wherever possible.

"We are very focused on continued debt reduction. Our working
capital has improved over the quarter $1.8 million and we plan
to further strengthen our balance sheet over the next several
quarters through profitability, raising capital and the selling
of non-strategic assets.

"We are confident that the positive trends will continue
throughout the fourth quarter ending September 30, 2002 and on
into fiscal 2003."

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

As reported in Troubled Company Reporter's June 5, 2002 edition,
Envoy's March 31, 2002 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$7 million.


EQUISTAR CHEMICALS: S&P Ratchets Corp Rating Down to BB from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Equistar Chemicals L.P., to
double-'B' from double-'B'-plus and removed the rating from
CreditWatch, where it was placed January 31, 2002.

Ratings on the petrochemical producer's senior secured and
senior unsecured debt were also lowered and removed from
CreditWatch. The outlook is stable. The downgrade, which was
widely anticipated, follows Lyondell Chemical Co.'s announcement
that it has completed the purchase of Occidental Petroleum
Corp.'s 29.5% ownership interest in Equistar, raising Lyondell's
ownership to 71.5%. Millennium Chemicals Inc., retains its 29.5%
stake. "The completion of this transaction raises intermediate-
term concerns related to Lyondell's increasing influence on the
governance of Equistar, suggesting that Lyondell may move to
gain full control of the venture sooner than previously
anticipated," said Standard & Poor's credit analyst Kyle
Loughlin. "Under the current structure, both remaining partners
have input into material decisions related to Equistar, thereby
preventing one partner from unilaterally taking actions that
could adversely affect credit quality at Equistar. Conversely,
full ownership by Lyondell would more directly link the credit
quality of Equistar to that of Lyondell," the analyst said. In
addition, the transaction has the immediate effect of removing
the strongest owner from a financial profile standpoint.

The ratings recognize Equistar's average business position as a
major petrochemical producer, and an aggressive financial
profile, somewhat bolstered by sufficient near-term liquidity.
The company was formed in December 1997, when two major U.S.
producers-Lyondell Chemical Co., and Millennium Chemicals Inc.-
contributed their respective olefins (primarily, ethylene and
propylene) and polymers businesses. In May 1998, Occidental
Petroleum Corp., contributed its ethylene, propylene, and
ethylene oxide and derivatives businesses to the joint venture

Equistar is the second-largest North American producer of
ethylene, a key basic chemical used in polyethylene and other
bulk plastics. The company also is the third-largest North
American producer of polyethylene (behind Dow Chemical Co. and
ExxonMobil), the world's most widely used plastic. Formation of
the venture combined Lyondell's low-cost position in ethylene
with Millennium's leading market share in the North American
polyethylene market. The addition of the Occidental assets
further improved vertical integration and somewhat broadened the
product mix. Exposure to the vagaries of commodity chemical
cycles is a negative credit attribute, but the venture's
efficient, flexible petrochemical plants provide a solid cost
position that underpins considerable cash flow generation
throughout industry cycles. The company's profitability
continues to reflect challenging conditions in the domestic
petrochemicals market. Second-quarter 2002 results showed
sequential improvement from the previous results, although
EBITDA margins remain depressed at near 5% of sales, due to the
lingering effects of weak economic conditions and industry
expansions in late 2000 and 2001.

Ratings stability reflects management's commitment to improve
key measures of credit strength from subpar levels and to
maintain sufficient liquidity. Business conditions are expected
to improve with broader trends in the underlying economic
environment.


ETOYS INC: Court to Consider First Amended Plan on September 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
eToys, Inc., and its debtor-affiliates' Disclosure Statement
filed in support of the Company's First Amended Consolidated
Liquidating Plan of Reorganization.  The Court finds that the
Debtors' Disclosure Statement contains adequate information
within the meaning of section 1125 of the Bankruptcy Code and
that if creditors read it, they will have enough information to
make informed decisions about whether to vote to accept or
reject the Plan.

The Bankruptcy Court will convene a Confirmation Hearing on
September 27, 2002 at 2:00 p.m. (Eastern Time) to consider the
merits of the Company's Plan.  Objections to Confirmation of the
Plan, to be deemed timely-filed must, be in no later than
September 18, 2002.

eToys, Inc., now known as EBC I Inc, operated a web-based toy
retailer based in Los Angeles, California.  The Company filed a
Chapter 11 Petition on March 7, 2001.  When the company filed
for protection from its creditors, it listed $416,932,000 in
assets and $285,018,000 in debt.  eToys sold its assets and name
to toy retailer KB Toys. The Company's SEC report on February
28, 2002, the Debtors listed 32,091,918 in total assets and
192,396,702 in total liabilities. Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell and Howard Steinberg, Esq., at
Irell & Manella represent the Debtors as they wind-up their
financial affairs.


EXIDE TECH: Court Okays Hilco to Appraise Certain Leased Assets
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained permission
from the Court to employ and retain Hilco Appraisal Services LLC
under Section 327(a) of the Bankruptcy Code, to appraise certain
of the Debtors' leased assets.  The Debtors may also require
Hilco to testify in Court as a fact and expert witness on issues
relating to the Leased Assets.

Norm Adler, Hilco's Executive Vice President, tells the Court
that the firm's fee for the Standard Appraisal is $215,000, plus
normal and customary travel expenses and a $45,000 additional
fee for each Optional Appraisal.  The Debtors are also required
to remit a $107,500 retainer upon the Court's approval of an
order granting this Application. (Exide Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)

  
EXODUS: Resolves Cure Amount Dispute with Fujitsu IT Holdings
-------------------------------------------------------------
Fujitsu IT Holdings Inc., formerly known as Amdahl Corporation,
and the Exodus Communications entered into a Sublease on January
12, 1998.

The sublease agreement is for 88,490 square feet of the building
located at 2251 Lawson Lane in Santa Clara, California.  Fujitsu
alleged these defaults under the Sublease Agreement:

-- the recording of multiple claims of mechanics' liens against
   the subleased premises for over $1,000,000;

-- unpaid real property taxes and assessments payable under
   Section 6(a) of the Sublease Agreement for $25,763;

-- the Debtors' alleged failure to obtain prior written
   comment from Fujitsu  for certain alterations, additions and
   improvements to the subleased premises;

-- potential claims by Reliance Computer Corporation, now known
   as Serverworks, for damages arising from construction
   activities undertaken by the Debtors at the subleased
   premises; and

-- potential claim by governmental and regulatory agencies and
   private parties arising from the diesel oil spill that
   occurred on the subleased premises on October 8, 2001;

-- the Debtors' alleged failure to complete the remediation
   of the Diesel Oil Spill including, without limitation, the
   installation and testing of valves and overflow alarms
   servicing underground generator fuel tanks; and

-- the Debtors' alleged failure to restore damages to the
   landscaping and parking lot at the subleased premises
   resulting from construction being undertaken by the Debtors.

The dispute between Fujitsu and the Debtors stemmed from the
December 21, 2001 Notice of Assumption and Assignment of
Unexpired Lease or Executory Contract, which asserted a zero
cure amount required to assume and assign the sublease.

To resolve the dispute, the Debtors and Fujitsu sought and
obtained Court approval of their Stipulation, which provides
that:

A. Exodus will either obtain consensual releases of all
   mechanics' liens recorded against the subleased premises or
   record mechanics' liens releases bonds under applicable
   California law sufficient to clear all claims of mechanics'
   liens.  Exodus will provide evidence of "clear title" by
   delivery of a title report evidencing removal or satisfaction
   of mechanics' liens asserted against the subleased premises;

B. Exodus will pay to Fujitsu the $25,978 balance for
   prepetition real property taxes and a $214.69 late fee as
   soon as practicable;

C. Exodus will provide copies of "as-built" plans for all
   alteration, additions and improvements made to the subleased
   premises;

D. Exodus will provide copies of all building permits for
   alterations, additions and improvements to the subleased
   premises;

E. Cable & Wireless will assume the obligations to:

    -- complete the remediation required by applicable
       governmental and regulatory agencies resulting from the
       Diesel Oil Spill,

    -- complete the repairs necessary to the landscaping and
       irrigation system, and

    -- complete the repairs necessary to the parking lot, in
       each case as required by the Sublease Agreement.  All
       amounts necessary to remedy the Diesel Oil spill and make
       the Irrigation Repairs and Amdahl Parking Lot Repairs
       will constitute actual cure amounts;

F. Cable & Wireless will continue the maintenance of insurance
   coverage as required by Master Lease, naming Fujitsu and its
   master landlord as additional insured, so as to provide
   indemnification for possible claims arising from the Diesel
   Oil Spill or claims brought by Reliance Computer Corporation;

G. Exodus will deposit $400,000 in escrow, held in trust pending
   timely performance of its obligations.  Exodus will pay all
   expense of the escrow.  The amount is to be held as deposit
   for any damages sustained by Fujitsu as a result of Exodus'
   failure to perform.  Should Exodus fail to timely or
   completely perform its obligations, Fujitsu may
   unconditionally draw on the letter of credit;

H. Fujitsu is allowed to deduct from the security deposit any
   and all reasonable and actual costs and expenses incurred in
   obtaining copies of building permits or in obtaining, or
   cause the preparation of, as-built plans; and

I. Fujitsu will provide Exodus and the Creditors' Committee with
   a written accounting of any application of the deposit to
   enable them to contest the reasonableness of the costs and
   expenses incurred.  Any unused portion of the deposit is to
   be refunded to Exodus on or before January 31, 2003. (Exodus
   Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


FOSTER WHEELER: James Schessler Resigns as Director & Senior VP
---------------------------------------------------------------
Foster Wheeler Ltd., (NYSE:FWC) announced that James E.
Schessler, member of the board of directors and senior vice
president, human resources and administration, has left the
company to pursue other interests.

In keeping with its initiative to reduce corporate overhead
expenses, the company does not intend to appoint a new corporate
officer to oversee its human resources and administrative
activities. The company is developing a reorganization plan for
the management of these functions.

Schessler joined the company's headquarters in 1977 as director
of personnel, becoming vice president of personnel and
industrial relations in 1988, and vice president of human
resources and administration in 1994. He was appointed senior
vice president and elected a member of the company's board of
directors in May 2001. Earlier in his career he was plant
personnel manager at Foster Wheeler's manufacturing facility in
Dansville, N.Y., and personnel manager at its Houston
engineering center.

Foster Wheeler Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operation and environmental services. The
corporation is based in Hamilton, Bermuda, and its operational
headquarters are in Clinton, N.J. For more information about
Foster Wheeler, visit its Web site at http://www.fwc.com

                         *    *    *

As reported in Troubled Company Reporter's July 13, 2002
edition, Foster Wheeler obtained further extensions through July
31, 2002 of both its waiver under its current revolving credit
facility and the forbearance of remedies for its lease financing
facility.

The company signed a term sheet with its bank lending group for
a $289.9 million bank credit facility on June 5, 2002. This
further extension of its current facility is necessary in order
to finalize the terms of a definitive agreement.

Foster Wheeler is exercising its right to defer the payment of
interest on the Junior Subordinated Debentures by extending the
interest period of such debentures for three quarterly periods
from January 15, 2002 until October 15, 2002. This will defer
the dividend on the FW Preferred Capital Trust I 9% Preferred
Securities for the same time period, which includes deferral of
the July 15, 2002 payment.

According to a company spokesperson, the decision to defer
interest payments was part of ongoing efforts to realign the
company's capital structure.

Foster Wheeler Corporation's 6.75% bonds due 2005 (FWC05USR1)
are trading at 60 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FWC05USR1for  
real-time bond pricing.


FOXMEYER CORP: Bart Brown Ups Initial Distribution to 53%
---------------------------------------------------------
Six years after FoxMeyer Corporation and its debtor-affiliates
filed for bankruptcy, Bart A. Brown, Jr., the chapter 7 trustee
overseeing the liquidation of the estates, sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to make an initial 42.5% distribution to unsecured
creditors.  Now, Mr. Brown asks the Honorable M. Bruce
McCullough to allow him to increase that initial distribution to
53 cents-on-the dollar.

The higher percentage, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, tells the Court, will increase
the total distribution from $172,571,026 to $213,578,678.  The
additional funds came from Mr. Brown's successful negotiation of
several litigation settlements, reductions of various
professionals' fees and a number of unsecured claim settlements.

Prior to filing this request to increase the amount of the
initial distribution, Mr. Brown contacted representatives of
GlaxoSmithKline, PLC; Oaktree Capital Management LLP; and
Farallon Capital Management, LLC -- three of FoxMeyer's largest
creditors.  They applauded.


GEMSTAR-TV GUIDE: Request Hearing on Nasdaq Delisting Decision
--------------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq:GMSTE) has
received a Nasdaq Staff Determination indicating that the
Company has not complied with Nasdaq Marketplace Rule
4310(C)(14) by failing to file its Form 10-Q for the period
ended June 30, 2002 on a timely basis, and that its securities
are, therefore, subject to delisting from the Nasdaq National
Stock Market. On August 23, 2002, the Company requested a
hearing before a Nasdaq Listing Qualifications Panel to review
the Staff Determination. The Company has been informed that no
delisting action will take place prior to the hearing, which
will be held not less than 10 days nor more than 30 days after
the date of the hearing request. There can be no assurance that
the Panel will grant the Company's request for continued
listing. Effective August 22, 2002, the Nasdaq Stock Market
added the letter "E" to the Company's stock symbol because of
the delay in filing the Form 10-Q for the period ended June 30,
2002.


GENUITY INC: George Lieb Steps Down as VP of Investors Relations
----------------------------------------------------------------
Genuity Inc., a leading provider of enterprise Internet Protocol
networking services, announced that George Lieb, the company's
vice president of Investor Relations, has left the company in
order to pursue other professional opportunities. A 28-year
industry veteran with an extensive background in operational and
financial management, Lieb was integral to the preparation and
execution of Genuity's Initial Public Offering in June of 2000.
Since that time, Lieb led the creation and ongoing dissemination
of Genuity's corporate message to the investment community and
served as the company's official liaison with major financial
analysts, institutional investors and shareholders.

"On behalf of Genuity, I personally want to thank George for his
dedication and contributions to Genuity during his tenure," said
Dan O'Brien, executive vice president and CFO of Genuity.
"George's wide range of financial and operational expertise,
industry knowledge and unwavering dedication made him a
tremendous resource for this company. We at Genuity wish George
the best of luck in his future endeavors."

Lieb, who earned his master's of business administration degree
from the Wharton Graduate School, began his career with GTE in
1974. During his tenure with GTE, Lieb held a number of senior-
level financial and operational management positions, including
CFO and vice president of Finance and Information Technology for
GTE's Information Services division and later, president and
general manager of the division's software companies. After
additional promotions within GTE's corporate ranks, Lieb was
ultimately selected as Genuity's first vice president of
Investor Relations in June 2000.

Arleen Llerandi, director of Investor Relations at Genuity, has
assumed responsibility for Genuity's Investor Relations
programs.

Genuity is a leading provider of enterprise IP networking
services. The company combines its Tier 1 network with a full
portfolio of managed Internet services, including dedicated and
broadband access, Internet security, Voice over IP (VoIP), and
Web hosting to provide converged voice and data solutions. With
annual revenues of more than $1 billion, Genuity (NASDAQ: GENU
and NM: Genuity A-RegS 144) is a global company with offices and
operations throughout the U.S., Europe, Asia and Latin America.
Additional information about Genuity can be found at
http://www.genuity.com

                         *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on managed Internet
infrastructure services provider Genuity Inc., to double-'C'
from triple-'C'-minus following the company's announcement in
its second quarter 2002 10-Q that its had retained financial
advisors and was in discussions with Verizon Communications
Inc., and the banks to restructure its outstanding debt.

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

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

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


GLOBAL CROSSING: Enters Settlement Pacts with Critical Vendors
--------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that other than banks, bondholders and
access providers, the most significant creditors of Global
Crossing Ltd., and its debtor-affiliates are a relatively small
number of equipment and construction vendors.  The Debtors'
contractual and business relationships with those parties are
complex and affect the ongoing operation of the Network.  Over
the last several months, the Debtors have been working with
these vendors to resolve their claims and the claims the Debtors
have against them.

By this motion, the Debtors ask the Court to approve
comprehensive settlement agreements reached with six of these
vendors.  The Debtors believe that the Court approval will be a
significant step toward their overall restructuring and
emergence from Chapter 11.

In the course of conducting its businesses and constructing its
Network, the Debtors entered into various agreements with a
relatively small number of major vendors, including:

      -- Alcatel,
      -- Hitachi Telecom (USA) Inc.,
      -- Juniper Networks (U.S.) Inc.,
      -- Level 3 Communications LLC,
      -- Nortel Networks Inc., and
      -- Sonus Networks, Inc.

Since the Petition Date, the Debtors and the Major Vendors
accumulated claims against each other for the nonpayment of
amounts due and the failure to provide certain services.  The
Major Vendors also assert prepetition claims against the Debtors
aggregating $305,000,000.  Moreover, under many of the Major
Vendor Agreements, the Debtors are obligated to make future
payments for additional products and services.  Although the
Debtors' business plan requires certain of the Additional
Services, the vast majority of the services are not required
because the Debtors have enormously scaled back their capital
expenditure projections and expansion plans.

It is critical that the Debtors reduce operating and emergence
costs.  Given the associated cure costs and future obligations,
the wholesale assumption of the Major Vendor Agreements in their
prepetition form is not a viable option for the Debtors.  On the
other hand, wholesale rejection of the Major Vendor Agreements
is not an attractive option for the Debtors either, for these
reasons:

-- Rejection would risk severely damaging the relationships with
   critical vendors whose services will be required by the
   restructured Debtors for maintenance of existing systems,
   future upgrades and other services;

-- A significant proportion of the claims of the Major Vendors
   are asserted against non-debtor affiliates that, as they have
   not filed Chapter 11 cases, cannot avail themselves of the
   benefits of the Section 365 rejection provisions or any other
   Chapter 11 protections;

-- Rejection of certain of the contracts would terminate the
   Major Vendors' warranty obligations and obligations to
   complete certain work and deliver documentation or services
   that the Debtors require.  In some cases, title to network
   systems has not been transferred to the Debtors; and

-- Certain of the Major Vendors have asserted that rejection of
   certain of the Major Vendor Agreements will terminate
   software licenses required to operate the relevant portion of
   the Network.  The Debtors dispute these assertions.

Thus, the Debtors decided to enter into settlement negotiations
with each of the Major Vendors.  The Debtors' objective was to
enter into a settlement agreement with each Major Vendor that
would:

-- be global in scope, settling all disputes and all claims of
   each Major Vendor and its affiliates and each Debtor and non-
   Debtor affiliate in connection with the applicable Major
   Vendor Agreements;

-- minimize cure costs;

-- provide for the future completion of work and delivery of
   products and services required for the implementation of the
   Debtors' business plan;

-- provide for the transfer of title to the Debtors of the
   network system where the transfer has not yet occurred;

-- provide for the performance of warranty obligations by each
   Major Vendor where required by the Debtors;

-- provide for the elimination or reduction of Additional
   Services to be provided by the Major Vendor and corresponding
   reduction in future payment obligations of the Debtors where
   these Additional Services are not required by the Debtors'
   business plan; and

-- provide for the Debtors' unfettered right to assume and
   assign the Major Vendor Agreements.

After extensive arms-length negotiations with each of the Major
Vendors, the Debtors and their applicable non-Debtor affiliates
entered into settlement agreements with each of the Major
Vendors.  Mr. Walsh relates that each of the Settlement
Agreements achieves all or substantially all of the Debtors'
objectives.  The Settlement Agreements are a critical step
toward the successful reorganization of the Debtors.  If
approved, the Settlement Agreements will help to stabilize the
Debtors' businesses, significantly reduce the costs of emergence
and lay the groundwork for a positive future relationship with
some of the Debtors' most important vendors. (Global Crossing
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Introduces Videoconferencing over IP
-----------------------------------------------------
Global Crossing has introduced videoconferencing over Internet
protocol (IP) -- the smarter, higher quality and more cost-
efficient videoconferencing service -- that enables global
organizations to connect through a network so participants can
see and hear each other in real time.  This innovative mode of
video transmission leverages Global Crossing's SmartRoute IP
Virtual Private Network for fast, reliable delivery of video
images and sound. Videoconferencing over IP is now available on
a limited basis, with a full-scale, general availability launch
planned for later this year.

"Global Crossing is revolutionizing the conferencing industry by
offering videoconferencing over IP via our SmartRoute IP VPN
network," said John Legere, CEO of Global Crossing.  "By being
able to manage and maintain all video traffic over our seamless,
global network we can deliver videoconferencing that has better
image quality and is more reliable and cost-effective than using
traditional ISDN technologies.  This latest IP-based application
is further testament to our industry leading innovation aimed at
realizing the full potential of IP technology, guided by our
unwavering commitment to enhancing customer value and delivering
an integrated service capability."

Videoconferencing over IP offers customers the high-touch user
experience and world-class customer service they have come to
expect from Global Crossing.  With distributed, redundant
service centers in the US, Canada and Europe, Global Crossing
Conferencing has the infrastructure, operations and expertise to
support videoconference calls around the world and around the
clock.  An operator assists the launch of the videoconference
and monitors the session to troubleshoot any technical issues
that could impact end users and to ensure a successful meeting.

Global Crossing's new videoconferencing over IP also offers:

--  Comprehensive reporting on application use and performance;

--  Flexible billing to distribute charges to the appropriate
    entities within a large organization;

--  Network and conference security, so only authorized
    personnel are allowed on the videoconference; and

--  Bandwidth allocation to ensure the customers' network is
    capable of handling the IP traffic.

Videoconferencing over IP is now available on a limited basis to
current Global Crossing ISDN videoconferencing customers, with a
full-scale launch planned for later this year. Global Crossing
has already successfully implemented the service with a pilot
customer and has expanded from an initial 18 sites to 120
videoconferencing locations worldwide.  The pilot customer has
already billed more than 150,000 minutes since January 2002.

All Global Crossing IP videoconferencing traffic runs over
SmartRoute IP VPN, a virtual private network that links global
businesses efficiently and securely.  SmartRoute IP VPN solves
the latency and delay problems usually associated with
traditional ISDN videoconferencing technology and delivers real-
time IP applications like video and voice.  SmartRoute IP VPN is
designed to meet the specific communications and collaboration
demands of global enterprises and service providers with
unprecedented reach and flexibility. IP VPNs provide the
performance and security of a private network while capitalizing
on the flexibility, scalability and economics available only in
a shared network environment.

Global Crossing Conferencing has been a leader in providing
videoconferencing services for more than eight years and has
broadcast more than 165,000 videoconferences around the world.  
By offering market-leading value-added services such as online
reservations, online reporting, a scheduling bureau and a 24X7
help desk, Global Crossing Conferencing can fulfill any
videoconferencing needs.  As the owner and manager of the
world's first and largest integrated IP network reaching 200
cities in 27 countries, Global Crossing Conferencing can help
customers migrate from ISDN platforms to the new dynamic,
powerful IP-based service. Customers will gain wider
distribution, higher quality and greater flexibility with lower
network overhead when conferences run over Global Crossing's
SmartRoute IP VPN.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.  
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.  On the same date,
the Bermuda Court granted an order appointing joint provisional
liquidators with the power to oversee the continuation and
reorganization of the Bermuda-incorporated companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Supreme Court
of Bermuda.  On April 23, 2002, Global Crossing commenced a
Chapter 11 case in the United States Bankruptcy Court for the
Southern District of New York for its affiliate, GT UK, Ltd.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008
(GBLX08USR1), DebtTraders says, are trading at 1.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


HA-LO INDUSTRIES: Committee Challenging Starbelly Transaction
-------------------------------------------------------------
Shocked, stunned and appalled to learn at the eleventh-hour that
$10 million of HA-LO Industries, Inc.'s insurance coverage will
expire on September 3, 2002, Mark Minuti, Esq., at Saul Ewing
LLP, is rushing to see Judge Doyle this morning in Chicago.  Mr.
Minuti's client, the Official Committee of Unsecured Creditors
of HA-LO, wants immediate authority to commence and prosecute
all of the Debtors' causes of action arising out of HA-LO's 2000
acquisition of Starbelly.com.  

Mr. Minuti tells the U.S. Bankruptcy Court for the Northern
District of Illinois that the Committee has spent a considerable
amount of time investigating the Debtors' prepetition
transactions.  While the Committee's investigation isn't
complete, they see smoke and they think there's fire.  The
Committee is certain that it doesn't want to lose the right to
look to the expiring $10 million Executive Liability and
Indemnification policy for any recovery.  The only way to
preserve that right is to commence an adversary proceeding now.  

As previously reported in the Troubled Company Reporter, HA-LO
purchased numerous businesses in the two-year period prior to
filing for chapter 11 protection.  In one of those transactions,
the Debtors spent $240 million to acquire Starbelly.com.  The
Starbelly Transaction, the Committee contends, contributed to a
severe liquidity crisis and caused harm and losses to the
Debtors, their estates and their creditors.  

Mr. Minuti says that the Committee asked the Debtors' Special
Starbelly Investigation Counsel at Sperling & Slater, P.C., to
file the lawsuit asserting the Estates' claims.  Sperling &
Slater has refused and the Debtors won't instruct the lawyers to
prosecute.  



HECLA MINING: Pursues More Favorable Environmental Agreement
------------------------------------------------------------
Hecla Mining Company (NYSE:HL)(NYSE:HL-PrB) is no longer
pursuing the agreement in principle with the United States and
State of Idaho to settle the governments' claims for cleanup
costs and natural resource damages related to historic mining
practices in northern Idaho's Coeur d'Alene Basin, as well as
capping cleanup-related expenditures at three other sites in
Idaho.

Although the governments and Hecla have engaged in extensive
negotiations, they have been unable to reach an acceptable
resolution on several issues.

Due to a number of changes that have occurred since the signing
of the agreement in principle, including improvements in the
environmental conditions at Grouse Creek and lower estimated
cleanup costs in the Coeur d'Alene Basin, the multiple
properties settlement approach set forth in the agreement in
principle is no longer favorable to the company. As a result,
Hecla is talking with the State of Idaho and the United States
about settlement of the narrower set of environmental issues
relating only to the ongoing litigation in the Basin case.

Hecla Chairman and Chief Executive Officer Arthur Brown said,
"We have worked very hard this year on outlining options at
Grouse Creek that are environmentally responsible and cost-
effective, and believe it does not make sense to have that
property involved in an agreement with the government.
Therefore, we will continue to pursue a less-inclusive agreement
that would deal only with the area covered in the litigation
involving the environmental lawsuit in northern Idaho."

The August 2001 agreement in principle included the Coeur
d'Alene Basin area in litigation, the Grouse Creek mine, the
Bunker Hill superfund site and the Stibnite mine site in central
Idaho. It called for Hecla to contribute approximately $138
million in work and payments for environmental remediation and
reclamation at those sites, spread over the next 30 years.

Hecla Mining Company, headquartered in Coeur d'Alene, Idaho,
mines and processes silver and gold in the United States,
Venezuela and Mexico. A 111-year-old company, Hecla has long
been well known in the mining world and financial markets as a
quality silver and gold producer. Hecla's common and preferred
shares are traded on the New York Stock Exchange under the
symbols HL and HL-PrB.

Hecla's Home Page can be accessed on the Internet at:
http://www.hecla-mining.com

                         *    *    *

As reported in Troubled Company Reporter's June 13, 2002,
Standard & Poor's revised its outlook on Hecla Mining Co., to
positive from negative based on the company's improved cost
position.

Standard & Poor's said that its ratings on the company,
including its triple-'C'-plus corporate credit rating, are
affirmed. Standard & Poor's preferred stock rating on Hecla
remains at 'D', as the company is not current on its dividends.
Hecla, headquartered in Coeur d'Alene, Idaho, has about $19
million in total debt.

"The company's profitability has improved due to its recent
investments in lower cost mines, improved gold and silver
prices, and favorable exploration results", said Standard &
Poor's credit analyst Paul Vastola. "If sustained, these
improvements should strengthen Hecla's weak financial profile".

Standard & Poor's said that the ratings could be raised modestly
in the intermediate term if gold and silver prices remain near
their current levels and if Hecla can further increase its
profitability and enhance its reserve base and liquidity.

Standard & Poor's ratings on Hecla continue to reflect its well
below average business position due to its limited reserve base,
operating diversity, and tight liquidity. Hecla mines and
processes silver and gold in the U.S., Venezuela, and Mexico.
Owing to investor jitters from global tensions, a weaker U.S.
dollar, and falling stock markets, gold and silver prices have
risen considerably to about $320 per ounce and $4.90 per ounce,
respectively from a low of $257 per ounce and $4.34 per ounce
reached in 2001.


HIGHLANDS INSURANCE: Auditors Issue Going Concern Opinion
---------------------------------------------------------
Highlands Group is an insurance holding company for Highlands
Holding Company, Inc., and its subsidiaries, American Reliance,
Inc. and its subsidiaries, and Highlands Holdings (U.K.) Limited
and its subsidiary, (a foreign reinsurance company located in
the United Kingdom), and certain other immaterial companies. For
reporting purposes, the Company considers all of its property
and casualty insurance operations as one segment.

The Company's consolidated financial statements have been
prepared as though the Company will continue as a going concern.
The Company has been in default under the terms of its bank debt
for noncompliance with certain financial ratios. The Company
does not have sufficient funds to satisfy the $47.5 million
principal which was due on April 30, 2002. The Company is
currently negotiating a forbearance agreement with its senior
debt lenders in anticipation of filing a plan under Chapter 11
of the Bankruptcy Code.

The California Department of Insurance is conducting an
examination of the financial statements of Pacific National
Insurance Company and its subsidiary, Pacific Automobile
Insurance Company as of December 31, 2001. The California
Department has received a report from an independent consultant
indicating that the loss and expense reserves of those two
companies may be materially understated at December 31, 2001.
Pacific and its external actuaries have notified the California
Department of their disagreement with the conclusions in the
report. Discussions between Pacific and the California
Department are continuing. On May 16, 2002, the Indiana
Insurance Department issued Orders of Supervision covering two
of the Company's subsidiaries domiciled in Indiana, Statesman
Insurance Company and American Professionals Insurance Company.
In February 2002, the Texas Department of Insurance issued
Supervisory Orders to the Company's Texas insurance
subsidiaries, including Highlands Insurance Company, the
Company's principal insurance subsidiary. By their terms, the
orders are also binding on all the companies' affiliates. A
Supervisory Order for another of the insurance subsidiaries,
State Capital Insurance Company, was issued by the North
Carolina Department of Insurance in December 2001, and in
October 2001, the Wisconsin Commissioner of Insurance issued a
Stipulation and Order covering Northwestern National Casualty
Company, the Company's second largest insurance subsidiary, and
NN Insurance Company, another of the Company's insurance
subsidiaries. In addition to these orders, the Company's
insurance subsidiaries have had their licenses to transact
business suspended, amended to permit servicing of existing
business, or revoked in numerous states. Except where prohibited
by law, the Company is not renewing any business upon policy
term expiration. These matters raise substantial doubt regarding
the Company's ability to continue as a going concern.


HOMEGOLD: S&P Further Junks Counterparty Credit Rating to CCC-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit and senior unsecured debt ratings on
HomeGold Financial Inc., to triple 'C'-minus from triple-'C'.
The outlook remains negative.

"The ratings actions reflect concern over the continuing
deterioration of Columbia, S.C.-based HomeGold's financial
performance, which has sustained substantial operating losses in
recent years, and, as a result, had a shareholders' deficit of
$110.7 million at June 30, 2002," said Standard & Poor's credit
analyst Steven Picarillo. The company, which has total assets of
$200.1 million, incurred a net loss of $24.1 million for the
first six months of 2002, on the heels of a net loss of $73.6
million and $30.4 million for the years 2001 and 2000,
respectively.

At June 30, 2002, HomeGold had $6.3 million of the original $125
million of senior notes outstanding, as the company has been
repurchasing its debt at a discount.


HORIZON MEDICAL: Obtains Waiver of Default Under Loan Agreement
---------------------------------------------------------------
The auditor's opinion related to the consolidated financial
statements of Horizon Medical Products Inc., states that there
is substantial doubt as to the Company's ability to continue as
a going concern. Delivery of this opinion would have triggered
an Event of Default under the Company's Loan Agreement and Note
Purchase Agreement, as originally executed, because both
agreements require audited financial statements to be delivered
within 90 days of December 31, 2001 with an auditor's opinion
that does not contain such going concern language. However, the
default provisions relating to the audit opinion in the Loan
Agreement and the Note Purchase Agreement have been waived.

As of the date of the Company's recent financial filing with the
SEC, the Company has complied with all of the requirements of
the Loan Agreement and believes that it has the financial
resources available to meet its working capital needs through
fiscal year 2002.

Net sales decreased 7.9% to $13.9 million for the second quarter
of 2002 from $15.1 million for the second quarter of 2001. This
decrease is attributable a decline in distribution sales in the
second quarter of 2002, due to the loss of one of Stepic's
manufacturing product lines (Pall) at the end of 2001 which
represents an approximate $1.4 million revenue loss in second
quarter of 2002 from second quarter 2001. The allocation of net
sales on a segment basis for the three months ended June 30,
2002 resulted in net sales of $6.2 million from the
manufacturing segment and $8.2 million from the distribution
segment, before intersegment eliminations. The allocation of net
sales on a segment basis for the three months ended June 30,
2001 resulted in net sales of $6.3 million from the
manufacturing segment and $9.2 million from the distribution
segment, before intersegment eliminations.

Gross profit decreased 5.7% to $5 million for the second quarter
of 2002 from $5.3 million for the second quarter of 2001. Gross
margin percentage increased to 36.0% in the second quarter of
2002 from 35.2% in the second quarter of 2001. The decrease in
gross profit dollars is the result of decreased sales, and the
increase in gross margin percentage is the result of a favorable
change in product mix. The allocation of gross profit between
segments for the three months ended June 30, 2002 resulted in
gross profit of $3.5 million from the manufacturing segment and
$1.5 million from the distribution segment, before intersegment
eliminations. The allocation of gross profit between segments
for the three months ended June 30, 2001 resulted in gross
profit of $3.5 million from the manufacturing segment and $1.8
million from the distribution segment, before intersegment
eliminations.

Net sales decreased 18.1% to $25.8 million for the six months
ended June 30, 2002 from $31.5 million for the six months ended
June 30, 2001. This decrease is primarily attributable to the
fact that sales of the IFM product line (of approximately $1.8
million in the first six months of 2001) are not included in
2002 net sales of the manufacturing segment as the product line
was sold on March 30, 2001, and a decline in distribution sales
in the six months ended June 30, 2002, due to the loss of one of
Stepic's manufacturing product lines (Pall) at the end of 2001
which represents an approximate $2.5 million revenue loss in the
six months ended 2002 from 2001. The allocation of net sales on
a segment basis for the six months ended June 30, 2002 resulted
in net sales of $10.6 million from the manufacturing segment and
$16.3 million from the distribution segment, before intersegment
eliminations. The allocation of net sales on a segment basis for
the six months ended June 30, 2001 resulted in net sales of
$13.6 million from the manufacturing segment and $18.8 million
from the distribution segment, before intersegment eliminations.

Gross profit decreased 22% to $8.8 million for the six months
ended June 30, 2002 from $11.2 million for the six months ended
June 30, 2001. Gross margin percentage decreased to 34.0% in
2002 from 35.7% in 2001. The decrease in gross profit dollars is
the result of decreased sales, and the decrease in gross margin
percentage is the result of distribution sales, which generate a
lower gross margin percentage, comprising a larger percentage of
total sales in the six month period ended June 30, 2002 compared
to the six month period ended June 30, 2001. The allocation of
gross profit between segments for the six months ended June 30,
2002 resulted in gross profit of $5.8 million from the
manufacturing segment and $3 million from the distribution
segment, before intersegment eliminations. The allocation of
gross profit between segments for the six months ended June 30,
2001 resulted in gross profit of $7.4 million from the
manufacturing segment and $3.6 million from the distribution
segment, before intersegment eliminations.

The Company incurred a loss of approximately $5 million in 2001,
and the Company was in violation of the Forbearance Agreement
with Bank of America as of December 31, 2001 and continuing into
2002. The Company has completed a recapitalization transaction
that extinguished all of the Company's outstanding debt and
warrants held by Bank of America, entered into new financing
facilities with new lenders and substantially reduced the
Company's total outstanding debt. The Company's senior loan
agreement contains certain requirements which are either
determined at the discretion of the lender or involve meeting
financial covenants. The Company is unable to objectively
determine or measure whether it can comply with those
requirements, raising substantial doubt about the Company's
ability to continue as a going concern. While there can be no
assurance, it is the Company's expectation to comply with these
requirements and to have the financing facilities available for
its working capital needs throughout 2002. If the Company is
unable to comply with the requirements of the new financing
facilities during 2002, the Company may not be able to borrow
additional funds, and all amounts under the senior loan
agreement may become immediately due.

On March 19, 2002, the Company announced that it had completed
an arrangement with ComVest, LaSalle, and Medtronic to
recapitalize the Company by extinguishing all of the Company's
senior debt and warrants held by Bank of America and
substantially reducing the Company's total outstanding debt.
Pursuant to the Recapitalization, the Company issued Convertible
Notes in the amount of $15 million to ComVest, Medtronic and
other investors, assumed a $2 million Junior Note payable to
Bank of America, and entered into the LaSalle Credit Facility
for up to $22 million, of which approximately $8.5 million was
outstanding as of June 30, 2002.


HYDRON TECH: Accountants Doubt Company's Ability to Continue
------------------------------------------------------------
Hydron Technologies, Inc., markets a broad range of consumer and
oral health care products using a moisture-attracting
ingredient, and owns a non-prescription drug delivery system for
topically applied pharmaceuticals, which uses such polymer. The
Company holds U.S. and international patents on, what Management
believes is, the only known cosmetically acceptable method to
suspend the Hydron polymer in a stable emulsion for use in
personal care/cosmetic products. The Company is developing other
personal care/cosmetic products for consumers using its patented
technology and would, when appropriate, either seek licensing
arrangements with third parties, or develop and market
proprietary products through its own efforts. Management
believes that because of their unique properties, products that
utilize the Hydron polymer have the potential for wide
acceptance inconsumer and professional health care markets.

Noted in the year-end Report of Independent Certified Public
Accountants, dated March 18, 2002, the Company experienced
losses from operations in 2001, 2000, and 1999. These matters
raise substantial doubt about the Company's ability to continue
as a going concern.

Net sales for the three months ended June 30, 2002 were
$502,148; a decrease of $15,009, or 3%, from net sales of
$517,157 for the three months ended June 30, 2001. Net sales for
the six months ended June 30, 2002 were $882,404; an increase of
$35,555 or 4% from net sales of $846,850 for the three months
ended June 30, 2001.

Catalog net sales for the three months ended June 30, 2002 were
$297,471; a decrease of $35,118, or 11%, from catalog net sales
of $332,589 for the three months ended June 30, 2001. Catalog
net sales for the six months ended June 30, 2002 were $631,071,
a decrease of $7,202 or 1% from catalog net sales of $638,273
for the six months ended June 30, 2001. The decrease in catalog
sales for the three months ended June 30, 2002 and six months
ended June 30, 2002 was the result of less effective second
quarter catalog promotional activities.

Non-catalog net sales, including HSN, QVC, contract sales and
international, for the three months ended June 30, 2002 were
$204,677; an increase of $20,110, or 11%, from non-catalog net
sales of $184,568 for the three months ended June 30, 2001. The
quarterly non-catalog sales increase reflects the shift in sales
to lower margin private label customers. The Company sold
limited products to television retailers during the second
quarter 2002 as compared to $181,147 for the three months ended
June 30, 2001. Television retailer contracts have been
terminated, since the exclusivity was too restrictive.

The Company's overall gross profit margin for the three months
ended June 30, 2002 was 64%, as compared to 72% for the three
months ended June 30, 2001. The decrease in gross profit margins
for the period reflects a shift in product mix and the fact that
non-catalog sales with lower margins made up a larger portion of
the Company's total sales.

R&D expenses for the three months ended June 30, 2002 were
$15,113; a decrease of $9,651, or 39%, from R&D expenses of
$24,764 for the three months ended June 30, 2001. The amount of
R&D expenses per year varies, depending on the nature of the
development work during each year, as well as the number and
type of products under development at such time.

Selling, general and administrative expenses for the three
months ended June 30, 2002 were $404,465; an increase of
$43,995, or 12%, from SG&A expenses of $360,470 for the three
months ended June 30, 2001. The increase was principally due to
increased sales commissions and legal expenses.

Interest and investment income for the three months ended June
30, 2002 was $353, a decrease of $2,389, or 87%, from interest
and investment income of $2,742 for the three months ended June
30, 2001. This decrease is due to lower cash balances in the
2002 period compared to the 2001 period. The Company maintains a
conservative investment strategy, deriving investment income
primarily from U.S. Treasury securities.

The net loss for the three months ended June 30, 2002 was
$198,041, an increase of $64,099, or 60%, as compared to a net
loss of $133,942 for the three months ended June 30, 2001. The
decrease in the net loss resulted primarily from the factors
discussed above.

The Company has incurred significant losses over the past four
years. The ability of the Company to continue as a going concern
is dependent on increasing sales and reducing operating
expenses.

Management's plan to increase sales and reduce operating
expenses includes several specific actions. Catalog sales will
continue to be emphasized since they have higher profit margins
and represent markets that are growing more rapidly than the
Company's traditional television market. Direct marketing
techniques will be used to reach new and current consumers such
as promotions mailed to targeted consumers, Web site specials,
promotions to other Web site customers, and direct e-mail
promotions to new customers.

In addition, the Company added a significant Private Label
customer of Hydron based formulas, with a proprietary
nutritional complex of additives, that began ordering in the
second quarter, 2001. This customer competes in the multi-Level
Marketing category and has been successful for 13 years.

The Company is also pursuing international distribution
agreements that will expand the company's distribution around
the world. Finally, the Company will continue to develop Tissue
Oxygenation and other technology that it believes will improve
its long-term success in this category.

There can be no assurances that Management's Plan will be
successful and the Company's actual results could differ
materially. No estimate has been made should Management's plan
be unsuccessful. The effect of inflation has not been
significant upon either the operations or financial condition of
the Company.


ICG COMMS: Judge Walsh Approves Supplement Disclosure Statement
---------------------------------------------------------------
Donald F. Walton, Acting United States Trustee for Region 3,
advises Judge Walsh that he does not object to the approval of
ICG Communications, Inc.'s Supplemental Disclosure Statement
provided that it is modified, consistent with Section 1127(d) of
the Bankruptcy Code to provide that acceptances or rejections of
the original plan will count unless a new ballot is submitted.

On behalf of the U.S. Trustee, Frank J. Perch argues that the
current Supplemental Disclosure Statement includes this
language:

      "Your prior votes with respect to the Original Plan are
      not valid with respect to the Modified Plan, and you
      must submit the new Ballots included with this
      Supplement to vote for or against the Modified Plan".

Mr. Perch asserts that this is directly contrary to Section
1127(d) of the Code, which states:

      "Any holder of a claim or interest that has accepted or
      rejected a plan is deemed to have accepted or rejected,
      as the case may be, such plan as modified, unless, within
      the time fixed by the court, such holder changes such
      holder's previous acceptance or rejection."

In other words, Mr. Perch explains, the Bankruptcy Code provides
that the previously submitted votes do remain effective unless
changed by the voter in response to the new solicitation.

                           *     *     *

Judge Walsh approved the Supplemental Disclosure Statement at a
hearing Friday afternoon.  Timothy R. Pohl, Esq., at Skadden
Arps Slate Meagher & Flom, in Chicago, Illinois, will draft an
order, circulate it among the core parties-in-interest, and send
it to Judge Walsh's Chambers for his signature.  That order will
establish mailing, record date, voting, ballot tabulation, and
confirmation objection deadlines and fix the time, date and
place for a hearing to confirm the Modified Plan, and will
include a consensual resolution of the US Trustee's objection.

The Debtors envision, and Judge Walsh expressed his delight,
that the Modified Plan will take effect and ICG will be out of
bankruptcy by year-end.

As previously reported, the Supplement contains descriptions and
summaries of, among other things:

    (a) the Modification,

    (b) certain events leading up to the Modification,

    (c) the effect of the Modification on the distributions
        to holders of claims entitled to distributions to be
        issued under the Modified Plan,

    (d) updated valuation information in light of the
        Modification that is relevant to the determination
        by holders of claims in Classes H-3, H-4, S-3, S-4
        and S-5 whether to accept or reject the Modified
        Plan, and

    (e) revised financial projections for the Reorganized
        Debtors.

The Debtors have also posted the Supplement on the ICG Web site  
at: http://www.icgcomm.com  (ICG Communications Bankruptcy  
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


IMMUNE RESPONSE: Second Quarter Net Loss Widens to $8.1 Million
---------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR) announced its
financial results for the quarter ended June 30, 2002, with a
net loss for the quarter of $8.1 million, compared to a net loss
of $5.3 million, reported for the quarter ended June 30, 2001.  
For the six months ending June 30, 2002, the net loss was $13.4
million, compared to a net loss of $10.2 million for the six
months ended June 30, 2001.

"These losses are consistent with our estimates as we continue
operations in a manner aimed at reducing operating costs where
possible, while pursuing additional sources of investment
capital," said Dennis J. Carlo, President and Chief Executive
Officer for The Immune Response Corporation.

Research related revenue for the three and six months ended June
30, 2002, was $11,000 and $20,000, respectively compared to $1.0
million and $2.1 million for the same three and six month
periods in 2001.  The decrease in research revenue in 2002 was
due to the termination of the development agreement with Agouron
Pharmaceuticals, Inc., a Pfizer Inc., company, in July 2001.  
Revenue for 2001 was primarily attributed to deferred revenue
recognized under the agreement with Pfizer.

In addition to research related revenue, the Company received
non-research revenue from investment income of $8,000 for the
second quarter of 2002 versus $292,000 for the same period in
2001.  The decrease in investment income in 2002 was primarily
due to lower overall cash balances in interest bearing
investments.  Interest expense increased by $118,000 for the
second quarter of 2002 as compared to the same period in 2001
because of the issuance of an additional $4.0 million of
convertible notes and warrants in May and June 2002.

Expenses related to research and development and general and
administrative decreased to $5.0 million for the quarter ended
June 30, 2002, from $6.5 million in the second quarter of 2001.  
The decrease in operating expenses was due primarily to
decreased spending in research and development and reduction in
personnel through attrition.

Cash, cash equivalents and short-term investments were $1.1
million at June 30, 2002, compared to $2.7 million at December
31, 2001.

"We estimate that our available cash resources, including the
net proceeds of approximately $2.0 million we received from the
private placement of convertible notes, warrants and a short-
term secured promissory note with The Kimberlin Family 1998
Irrevocable Trust in July and August, will be sufficient to fund
our planned operations into August 2002," said Michael Jeub,
Vice President of Finance and Chief Financial Officer for The
Immune Response Corporation.  "Further, if we receive gross
proceeds of $8.0 million from the private offering, which will
be sufficient to fund our planned operations for approximately
four months following the closing date, and the additional $28.0
million upon exercise in full of the warrants, we expect we will
have sufficient funds to fund our planned operations, excluding
capital improvements, through September 2003."

The Company currently is engaged in a private offering of common
stock and warrants, which could raise up to $8.0 million in
gross proceeds ($10.4 million if the 30 percent overallotment
option is exercised), subject to market and other conditions, to
meet some of our future capital requirements.  The offering
could raise an additional $28.0 million upon the exercise in
full of the warrants.  The securities being offered have not
been registered under the Securities Act of 1933 or any state
securities laws and unless so registered may not be offered or
sold in the United States (or to a U.S. person) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws.

For the second quarter, additional activities included:

     -- A restructuring of an equipment loan agreement with
Transamerica, curing an existing default and restructuring the
payment schedule with respect to $600,000 of the approximately
$1.4 million outstanding as of June 30, 2002;

     -- Announced the appointments of Michael L. Jeub as the new
Vice President of Finance and Chief Financial Officer and Bjorn
K. Lydersen, Ph.D. as the new Vice President of Manufacturing;

     -- Privately placing $5.0 million of convertible notes and
warrants with Oshkim Limited Partnership, an affiliate of Kevin
Kimberlin, one of our directors and a major stockholder, of
which $2.0 million was used to repay a short-term promissory
note issued to Oshkim in March.

     -- Amended our agreements with Trinity Medical Group USA,
Inc., to increase the per dose price of REMUNEr in exchange for
4,000,000 shares of our common stock and additional shares upon
achievement of milestones in the future.

Subsequent to the second quarter, we privately placed an
additional $2.0 million of convertible notes, warrants and a
short-term promissory note to The Kimberlin Family 1998
Irrevocable Trust, an affiliate of Mr. Kimberlin.

Effective August 5, 2002, the Company appointed BDO Seidman, LLP
as its independent auditors.  In the process of reviewing our
financial statements for the quarter ended June 30, 2002, BDO
Seidman advised the Company that the fair value of the
conversion discount relating to the $2.0 million convertible
promissory note which we issued in November 2001 had been
incorrectly valued. BDO Seidman further advised the Company that
it should have valued the beneficial conversion for November
2001 at approximately $924,000 instead of at approximately
$444,000, and that such amount should have been amortized over
the three-year term of the notes.  Consequently, the Company
plans to adjust these amounts as reported in its Annual Report
on Form 10-K for the year ended December 31, 2001, and in its
Quarterly Report on Form 10-Q for the period ended March 31,
2002, and to file amendments to such reports to reflect these
adjustments.

Co-founded by medical pioneer, Dr. Jonas Salk and based in
Carlsbad, California, The Immune Response Corporation is a
biopharmaceutical company developing immune-based therapies
designed to treat HIV, autoimmune diseases and cancer.  The
Company also develops and holds patents on several technologies
that can be applied to genes in order to increase gene
expression or effectiveness, making it useful in a wide range of
therapeutic applications for a variety of disorders.  Company
information is also available at http://www.imnr.com


INTEGRATED HEALTH: Settles Washoe Lease Dispute with Westhaven
--------------------------------------------------------------
Integrated Health Services, Inc., and Westhaven Reno LLC have
reached an agreement that resolves protracted disputes over the
lease for a 129-bed nursing facility in Sparks, Nevada -- known
as the Washoe Convalescent Center.  IHS Acquisition No. 151 Inc.
was the tenant.  IHS guaranteed the obligations of IHS 151 under
the Lease and Westhaven is an assignee of the landlord.

Pursuant to a Court order, the lease was rejected nunc pro tunc
to March 29, 2001 with administrative rent paid through April
19, 2001.  The Debtors started the process of closing down the
Facility in February 2001.  The last employees left in early
April 2001.

In August 2001, Westhaven filed a motion alleging that the
Debtors' acts and omissions irreparably harmed the Washoe
Facility, especially as an ongoing business enterprise.  
Westhaven asserted an administrative claim for:

    (i) postpetition breaches of the Lease,
   (ii) waste;
  (iii) negligence, and
   (iv) conversion.

The damages asserted were $3,000,000 for diminution or
destruction of the Washoe Facility, and $310,000 for the value
of converted equipment and supplies.

The Debtors disputed Westhaven's allegations.

Extensive document discovery was carried out, and depositions
were taken across the country.

The parties then engaged in mediation before Erwin Katz, a
retired Bankruptcy Judge from Chicago who now frequently acts as
a mediator for the Delaware Bankruptcy Court.  The agreement
reached is the result of the mediation proceedings before Mr.
Katz.

Pursuant to the Agreement, the Debtors will pay Westhaven
$300,000 as an administrative claim in settlement of all claims
by the landlord in connection with the Washoe facility.  Upon
this payment, the Contested Matter will be resolved and the
Washoe-related prepetition claims will be expunged.  The
prepetition claims asserted seek $1,177,996.66 for prepetition
rent, lease rejection rent and other charges.

Thus, the Debtors ask the Court to approve the Settlement with
Westhaven Reno LLC and expunge prepetition claims related to the
Washoe Facility. (Integrated Health Bankruptcy News, Issue No.
41; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


IPAXS CORP: Voice Over IP Equipment Ordered Sold by Court
---------------------------------------------------------
IPAXS Corp., announced the sale of its competitive Voice Over IP
manufacturing company, ordered Sold by the U.S. Bankruptcy
Court, Chapter 7, Case No. 02-1861-8G7 by the Honorable Paul M.
Glenn.  "Voice Over Internet Protocol provides access to a wide
spectrum of available telecommunication opportunities over the
internet.  The value of this technology ranges from the reduced
cost of long distance calls to the integration of voice and data
applications, for more streamline operations. This sale will
include the complete IPAXS product line," said Sharon Lefler,
Marketing Coordinator for Tranzon Driggers, the auction company
coordinating the event.

The IPAXS product line consists of a customer-premises
Integrated Access Device, a voice gateway, and a soft switch.  
The standards-based hardware and software provides a complete
solution to integrate voice and data traffic over existing IP
networks thereby reducing telecommunications costs and
increasing user control.  The IPAXS product line provides a VoIP
solution at much lower price point than their competitors.  The
sale includes the complete business line including copyrights,
software, source codes and associated documentation, inventory,
work-in-process, components, computers, test equipment, and
furniture.  (Account receivables and debtor's rights under real
estate leases, if any, are excluded from the sale.)

The Assets of IPAXS Corp., will be sold to the highest and last
bidder regardless of price, on Tuesday, September 10, at 3 p.m.  
Tranzon Driggers will conduct this event on-site, at 5005 Laurel
St., Suite. 206, in Tampa, FL. For interested parties there will
be a working demonstration and preview of this property, on
Monday, September 9, 2002, from noon to 2:00 p.m. ET or by
appointment.  Absentee bids are encouraged and must be received
by the auction firm on or before Friday, September 6, 2002 at
3:00 p.m. ET.


ISPAT INT'L: Extends Exchange Offer for 10-1/8% Notes to Sept. 3
----------------------------------------------------------------
Ispat International N.V., (NYSE: IST US; AEX: IST NA), announced
that Ispat Mexicana, S.A. de C.V., Ispat's Mexican operating
subsidiary, has extended its exchange offer for all outstanding
10-1/8% Senior Structured Export Certificates due 2003 of Imexsa
Export Trust No. 96-1 for an additional six business days in
order to finalize documentation for the restructuring.  The
exchange offer will now expire at 5:00 p.m., New York City time,
on September 3, 2002, unless otherwise extended or terminated by
Imexsa.  The exchange offer had been scheduled to expire at 5:00
p.m., New York City time, on August 23, 2002.  As of August 22,
2002, Senior Certificates representing over a majority of the
aggregate principal amount of Senior Certificates outstanding
have been tendered pursuant to the exchange offer.  Imexsa
anticipates completing the documentation for its restructuring
shortly and is extending the exchange offer to permit the
remaining holders adequate time to tender their Senior
Certificates.

Requests for documentation should be made to the Information
Agent for the exchange offer, D.F. King & Co., Inc., at (800)
847-4870.  Questions regarding the transaction should be
directed to the financial advisor to Imexsa, Dresdner Kleinwort
Wasserstein at (212) 969-2700.

This announcement is not an offer to purchase or a solicitation
of consents with respect to any Senior Certificates or an offer
of New Senior Certificates for sale.  Securities may not be
offered and sold in the United States absent registration or an
exemption from registration.  Any public offering of securities
to be made in the United States must be made by means of a
prospectus that may be obtained from the issuer or selling
security holder and will contain detailed information about the
company and management, as well as financial statements.


ITC DELTACOM: Delaware Court Approve Disclosure Statement
---------------------------------------------------------
ITC-DeltaCom, Inc. (Nasdaq/NM: ITCDQ), an integrated
telecommunications and technology provider to businesses in the
southern U.S., announced that the United States Bankruptcy Court
for the District of Delaware approved ITC-DeltaCom's disclosure
statement describing its proposed plan of reorganization.

Court approval of the disclosure statement represents a key
milestone in completion of ITC-DeltaCom's financial
restructuring.

By September 4, 2002, all classes entitled to vote on the
approval of the proposed plan of reorganization will be sent
ballots with ITC-DeltaCom's disclosure statement. A hearing to
confirm the proposed plan of reorganization is scheduled for
October 10, 2002. If the bankruptcy court approves the plan on
October 10, ITC-DeltaCom anticipates that it will complete its
pre-negotiated restructuring and exit Chapter 11 proceedings
soon thereafter.

The proposed plan of reorganization will eliminate $515 million
in senior note and convertible subordinated note debt and
provide for $30 million of cash to fund the ongoing operations
of the Company. Under the terms of the plan, the outstanding
notes will be cancelled and the noteholders will receive common
stock in the reorganized Company. The official committee of
unsecured creditors appointed in the Chapter 11 case fully
supports the Company's restructuring under the plan of
reorganization. The proposed plan also contemplates that the
Company and the lenders under the Company's $160 million senior
secured credit facility will enter into amendments to that
facility, which are described in the plan. The lenders under the
credit facility will agree to forbear from exercising their
rights to declare a default or pursue remedies under the
facility based solely on the Chapter 11 filing and ITC-
DeltaCom's failure to pay interest on its senior and convertible
subordinated notes. In addition, the lenders will agree to vote
in favor of and support the plan of reorganization.

"Our anticipated quick exit from Chapter 11 and the elimination
of 100% of our note debt positions ITC-DeltaCom for long-term
financial viability and growth," said Larry Williams, ITC-
DeltaCom's chief executive officer.

Additional information about the proposed plan of reorganization
is contained in ITC-DeltaCom's filings with the Securities and
Exchange Commission.

ITC-DeltaCom, headquartered in West Point, Georgia, provides,
through its operating subsidiaries, integrated
telecommunications and technology solutions to businesses in the
southern United States and is a leading regional provider of
broadband transport services to other communications companies.
ITC-DeltaCom's business communications services include local,
long distance, enhanced data, Internet access, managed IP,
network monitoring and management, operator services, and the
sale and maintenance of customer premise equipment. ITC-DeltaCom
also offers colocation, web hosting, and managed and
professional services. The Company operates 35 branch offices in
nine states, and its 10-state fiber optic network of
approximately 9,980 miles reaches approximately 175 points of
presence. ITC-DeltaCom has interconnection agreements with
BellSouth, Verizon, Southwestern Bell and Sprint for resale and
access to unbundled network elements and is a certified
competitive local exchange carrier in Arkansas, Texas, and all
nine BellSouth states. For additional information about ITC-
DeltaCom, please visit the Company's Web site at
http://www.itcdeltacom.com


LAIDLAW INC: Intends to Transfer Funds to Non-Debtor Affiliates
---------------------------------------------------------------
American International Group, Inc. and its affiliates provide
certain of the Laidlaw Companies with insurance coverage,
including workers compensation, general liability and commercial
automotive liability coverage.  Under this Insurance Program,
AIG pays losses and expenses that it insures, and certain of the
Laidlaw Companies have agreed to reimburse them for those loses
and expenses.

As of June 30, 2002, to ensure that Laidlaw's obligations under
the Insurance Program are met, AIG holds cash collateral
totaling $268,936,347.  The Debtors finds the Insurance Program
to be a low cost way of providing insurance coverage for the
applicable Laidlaw Companies.

Because of the increased estimates of costs for accident claims
and professional liability insurance experienced by the Laidlaw
Operating Companies, non-debtor Laidlaw companies, American
National Insurance Company and First Transportation Industry
Ltd. -- Captive Insurance Companies -- have incurred obligations
to AIG under the Insurance Program in excess of the premiums
that they have been collecting from the other Laidlaw companies
for coverage under the Insurance program.  In order to maintain
coverage under the insurance program, AIG requires the Captive
Insurance Companies to post additional collateral to secure
these obligations.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New
York, relates that Laidlaw Companies have determined that the
funds necessary to post the Additional Collateral can be
obtained at the least cost to the Laidlaw companies if Laidlaw,
Inc., and 3288382 Canada Inc., a non-debtor Canadian affiliate,
make a contribution of capital to the Captive Insurance
Companies sufficient in size to allow them to post the
Additional Collateral.  Laidlaw Inc., believes that a
contribution of $51,000,000 in capital to the Captive Insurance
Companies will enable them to post the Additional Collateral and
pay certain related fees.  Laidlaw will provide $40,000,000 of
the Capital Contribution and the remaining $11,000,000 will be
provided by 3288382 Canada Inc.

Pursuant to Section 363(b) of the Bankruptcy Code, and Rules
4001 and 6004 of the Federal Rules of Bankruptcy Procedure, the
Debtors ask the Court to allow the Capital Contribution to the
Captive Insurance Companies to post Additional Collateral.

Section 363(b) of the Bankruptcy Code provides that a debtor-in-
possession, "after notice and a hearing, may use, sell or lease,
other than in the ordinary course of business, property of the
estate."  Under applicable case law in this and other circuits,
if a debtor's proposed use of property pursuant to Section
363(b) of the Bankruptcy Code represents a reasonable business
judgment on the part of the Debtor, the use of the property
should be approved.

Therefore, Mr. Graber tells Judge Kaplan, the standards set
forth are clearly met in this instance.  Continued coverage
under the insurance Program provides an effective and efficient
method to meet the insurance needs of the Laidlaw Operating
Companies.  The posting of Additional Collateral is necessary to
continue coverage under the Insurance program. (Laidlaw
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LTV: Asks Court to Okay Agreement to Sell Hazelwood to ALMONO
-------------------------------------------------------------
LTV Steel Company Inc., asks Judge Bodoh to:

    (i) approve the Sale and Purchase Agreement dated as
        of July 31, 2002, between LTV Steel, its non-debtor
        affiliate The Monongahela Connecting Railroad
        Company, and ALMONO LP;

   (ii) authorize LTV Steel to sell property located in
        Allegheny County, Pennsylvania, to the Buyer or,
        alternatively, to another party as may submit a
        higher or otherwise better offer for the property
        before the hearing on this Motion, free and clear
        of liens, claims and encumbrances, other than any
        liens, claims, interests, or encumbrances expressed
        included in the Purchase Agreement or permitted or
        assumed  by a higher bidder, effective as of the
        Closing Date;

  (iii) authorize the assumption and assignment to the Buyer
        or a higher bidder of certain executory contracts
        and unexpired leases related to the Pennsylvania
        property, effective as of the Closing Date; and

   (iv) establish the cure amounts required to cure any
        monetary defaults under the Assumed Contracts.

In 1999, LTV Steel ceased operations at its Hazelwood Coke
Plant. Because the Hazelwood Plant and certain real property and
improvements adjacent to the Hazelwood Plant in Allegheny
County, Pennsylvania include valuable riverfront real property,
LTV Steel decided to sell the Property.  Together with its
broker -- OM Partners LLC dba Colliers International, the
Debtors developed a strategy for the disposition of the
property.  The property consists of the Hazelwood Plant and
related assets, including:

    (1) 173,748 acres of real property owned by LTV Steel
        and 4.49 acres of real property owned by the Railroad;

    (2) certain buildings, structures, bridges and other
        improvements existing on the Land, including
        improvements and equipment installed on the banks
        of the Monongahela River, but excluding certain
        other improvements on the Land;

    (3) a common-carrier freight railroad line owned by the
        Railroad and certain related railroad equipment; and

    (4) the Assumed Contracts, which include the Real
        Property Agreements, together with all contracts,
        easements, rights-of-way, leases, approvals, licenses
        and permits in the possession of the Sellers, related
        to the property.

A key component of the disposition strategy for the property was
LTV Steel's ability to:

    (a) prepare a plan for the environmental cleanup such
        that the property obtains "brownfield" status, and

    (b) secure releases relating to the property from the
        Department of Environmental Protection of the
        Commonwealth of Pennsylvania under the Land Recycling
        and Environmental Remediation Standards Act.

On February 6, 2000, and July 26, 2002, the DEP issued Act 2
Releases, which collectively cover the entire property.

As part of its attempt to sell the property before the Petition
Date, LTV Steel contacted the City of Pittsburgh Urban
Redevelopment Authority when it determined to sell the property.  
Accordingly, in 1999, Colliers notified the URA of the potential
sale of the property. The URA initially expressed considerable
interest in purchasing he property, subject to LTV Steel's
securing the Act 2 Releases for the property.  The parties
established a $10,000,000 price for the property, after giving
effect to adjustments for:

    (a) the significant area of the property encumbered by
        easements,

    (b) the railroad tracks located near the property, and

    (c) uncertainties raised by the ongoing environmental
        remediation of the Hazelwood Plant.

As negotiations progressed, however, the URA began to offer many
speculative justifications for attempting to reduce the price
dramatically.  In early 2000, the URA ultimately indicated that
it would "take the property off LTV Steel's hands" for one
dollar.  LTV Steel rejected this proposal.

Thereafter, the Sellers and Colliers began to pursue expressions
of interest from prospective purchasers and to contact other
purchasers that might have an interest in purchasing the
property.  Colliers initiated or responded to inquiries from 13
interested parties.  Also at this time, the Pittsburgh Strategic
Investment Fund, a non-profit organization that acts as a
convener and supporter of efforts to further the growth,
development and redevelopment of Pittsburgh, approached Colliers
about the potential sale of the property.  The PSIC proposed to
convene ALMONO LP, which consists of a consortium of Pittsburgh-
based private foundations, for the purpose of acquiring the
property.

After extensive discussions with prospective purchasers both
before and since the Petition Date, ALMONO LP emerged as the
only bidder for the property.  The Sellers and ALMONO LP have
engaged in a series of negotiations during the past two years
that have resulted in the Purchase Agreement.

Under the terms of the Purchase Agreement, on the Closing Date,
the Sellers have agreed to transfer the property to ALMONO LP
and retain certain liabilities, such as employee-related
liabilities, with respect to the property in consideration for:

    (a) the assumption by the Buyer of liabilities related
        to the property, and

    (b) the payment of the purchase price.

                    The Purchase Price

The purchase price consists of $9,940,000 in cash for the
property, consisting of:

    (i) $100,000 in earnest money, which was deposited in
        escrow upon the signing of the Purchase Agreement
        and will be disbursed to LTV Steel on the Closing
        Date;

   (ii) $8,449,000 (less the escrow amount) to be disbursed
        to LTV Steel at the Closing Date; and

  (iii) $1,491,000 to be disbursed to the Railroad on the
        Closing Date.

                     The Assumed Liabilities

The Assumed Liabilities include:

    (a) all liabilities or obligations to any governmental
        authority relating to the environmental condition
        in, under, or arising from the property, including,
        without limitation, terms and conditions set out by
        the DEP in the Act 2 Releases;

    (b) any liability for injury to any person, property or
        otherwise resulting from any exposure to pollution
        of the air, water, or soil that occurs after the
        Closing Date; and

    (c) any liabilities and obligations under any Governmental
        Requirements on the property from and after the
        Closing Date.

                     Conditions to Closing

The closing of the Purchase Agreement will occur once all
conditions precedent to the Closing Date are satisfied or
waived; however, if the Closing Date has not occurred by
September 15, 2002, either party may terminate the Purchase
Agreement upon written notice to the other.

The conditions to closing are:

    (1) The Buyer has filed a notice of exemption with the
        United States Surface Transportation Board in
        connection with the Buyer's operation of the
        Railroad at least seven days before the Closing
        Date and no stay has been issued by the STB;

    (2) The Sellers have obtained the Act 2 Releases,
        which have been done, and will have assigned or
        designated the Buyer as their successor to the
        liability protection provided by the Act 2
        Releases;

    (3) Judge Bodoh has entered an order approving the
        Purchase Agreement;

    (4) The Buyer has available to it an environmental
        insurance policy in the amount of $10,000,000
        that provides for environmental liability coverage
        relating to the Land; however, as the Buyer did not
        give written notice of termination of the Purchaser
        Agreement by August 21, 2002, this condition is
        deemed waived by the Buyer and will become null and
        void;

    (5) The Sellers must have executed a contract for
        demolition of the Excluded Improvements with Kipin
        Industries, Inc., and commenced the demolition of
        the coal-handling facility on the Land; and

    (6) The Sellers and the Buyer must have performed and
        complied with all material agreements required by
        the Purchase Agreement.

                     Expense Reimbursement

ALMONO LP is entitled to an expense reimbursement for its
reasonable out-of-pocket fees and expenses up to $300,000
actually incurred in connection with the Purchase Agreement, if
Judge Bodoh approves an offer of a higher bidder that the
Sellers, in their sole discretion, deem higher and better than
the terms and conditions of the Purchase Agreement.

                    The Broker's Commission

Under an Exclusive Right to Sell Agreement dated October 27,
1999, between Colliers and LTV Steel, Colliers will receive
$675,920 as a brokers' commission for the sale, which represents
8% of the purchase price.

                  Sale Free and Clear of Liens

LTV assures Judge Bodoh that each of the holders of liens,
claims and encumbrances against the property being sold could be
compelled to accept a monetary satisfaction of each existing
lien or encumbrance. Accordingly, in connection with the sale of
the property, LTV Steel proposes to satisfy the existing liens
by paying the underlying liabilities in full, up to the value of
the collateral securing the applicable existing lien; provided
that all of LTV Steel's or the Railroad's claims, defenses, and
objections with respect to the amount, validity or priority of
the existing liens and the underlying liabilities are expressly
preserved.

                        Assumed Contracts

In connection with the consummation of the transactions
contemplated by the Purchase Agreement, LTV Steel will assume
the Assumed Contracts and assign them to ALMONO LP, effective as
of the Closing Date.  Because the Assumed Contracts constitute
an integral part of the property, the assignment of these
executory contracts and unexpired leases to ALMONO LP is
necessary to preserve the going-concern value of the property.
In addition, in light of the shutdown of the Hazelwood Plant in
1999 and the APP, the Assumed Contracts are not necessary for
the operation of LTV Steel's remaining businesses.  Accordingly,
after completion of the sale of the property under the terms of
the Purchase Agreement, the Assumed Contracts would not provide
any further benefit to LTV Steel's remaining operations.  To the
contrary, they would represent a potentially significant burden
to LTV Steel and its estate from and after the Closing Date.  
For these reasons, LTV Steel has determined to assume and assign
the Assumed Contracts to ALMONO LP on the Closing Date.

The Sellers are to pay all cure amounts in connection with this
assignment of the Assumed Contracts to the Buyer.  LTV believes
that there are no cure amounts related to the Assumed Contracts.  
Any non-debtor party to an Assumed Contract that does not object
to the zero cure amounts should be deemed to have consented to,
and be bound by, the cure amounts.

The Assumed Contracts include:

    Lessee                 Lease Type        Debtor/Lessor
    ------                 ----------        -------------
Tri-River Fleeting & Harbor  Dock lease      LTV Steel Company
LTV Steel Company            License         B & O RR
LTV Steel Company            License         Dept. of Army
LTV Steel Company            License         PA Dept. of Forests
LTV Steel Company            License         Mon Con RR
LTV Steel Company            License         Duquesne Light Co.
Duquesne Light Co.           License         LTV Steel Company
Bell Telephone of PA         License         LTV Steel Company
Duquesne Light Co.           License         LTV Steel Company
Duquesne Light Co.           License         LTV Steel Company
Duquesne Light Co.           License         LTV Steel Company
Duquesne Light Co.           License         LTV Steel Company
Duquesne Light Co.           License         LTV Steel Company
Bell Telephone of PA         License         LTV Steel Company
LTV Steel Company            Easement        Urban Redevelopment
Allegheny Cty. Sanitary A.   Easement        LTV Steel Company
MonCon RR                    Easement        LTV Steel Company
Duquesne Light Co.           Easement        LTV Steel Company
LTV Steel Company            RR License      B & O RR
LTV Steel Company            Lease           B & O RR
LTV Steel Company            Easement        Park Corp.
LTV Steel Company            Easement        B & O RR
Equitable Gas Co.            Easement        LTV Steel Company

                      Higher and Better Offers

Given LTV Steel's efforts to explore sale opportunities, the
lack of competing bids received for the property, and the costs
to LTV Steel's estate of maintaining the property in saleable
condition, LTV Steel seeks to sell the property to ALMONO LP
through a private sale under the terms of the Purchase
Agreement.  LTV Steel believes that it has negotiated the
Purchase Agreement with the Buyer on the most favorable terms
available.  Nevertheless, LTV Steel recognizes the importance of
maximizing the value of the Property to its estate.  LTV Steel
proposes that the sale of the Property be subject to higher or
better offers if any are received prior to the hearing on this
Motion.  No hearing date is presently set for this Motion. (LTV
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MED DIVERSIFIED: Taps Brown & Brown to Replace KPMG as Auditors
---------------------------------------------------------------
Med Diversified, Inc. (MDDV.PK), a leading provider of home and
alternate site health care services, announced that the
Company's board of directors has engaged Boston-based, Brown &
Brown, LLP as the Company's independent public accountants,
replacing KPMG, LLP. The appointment is for the fiscal year
ending March 31, 2002 and is effective immediately.

"Brown & Brown is looking forward to working together with all
the talented and dedicated people at Med Diversified," stated
Larry Kaplan, audit partner, Brown & Brown.

"We are excited to engage this outstanding firm as part of
setting a new course for Med Diversified, said Frank P.
Magliochetti, Jr., chairman and chief executive officer of Med
Diversified. "We are determined to move swiftly in finalizing
both our fiscal year end and quarter ending June 30, 2002
financial results."

The Company will further update shareholders on the anticipated
filing date of the audited annual report, form 10-K and
quarterly report, form 10-Q, as information becomes available.

Med Diversified operates companies in various segments within
the health care industry, including pharmacy, home infusion,
multi-media, management, clinical respiratory services, home
medical equipment, home health services and other functions. For
more information, see http://www.meddiversified.com

As reported in Troubled Company Reporter's July 19, 2002
edition, Med Diversified is expecting that its total
shareholders' equity deficit will reach $190 million. |


METACHEM PRODUCTS: All Proofs of Claim Due on Friday
----------------------------------------------------
              UNITED STATES BANKRUPTCY COURT
                   DISTRICT OF DELAWARE

In re:                      :
                            :
Metachem Products, LLC      :   Chapter 11
                Debtor      :   Case No. 02-11375 (MFW)


              NOTICE OF BAR DATE REQUIRING
               FILING OF PROOFS OF CLAIM

TO: ALL PERSONS AND ENTITIES WITH CLAIMS AGAINST
    Metachem Products, LLC:

     PLEASE TAKE NOTICE that pursuant to an order of this Court,
dated June 28, 2002, and in accordance with the Bankruptcy Rule
3003(c), all persons and entities, including individuals,
partnerships, estates and estates (other than governmental
units) who have a claim or potential claim against the above-
captioned Debtors that arose prior to May 10, 2002, no matter
how remote or contingent such claim may be, MUST FILE A PROOF OF
CLAIM on or before 4:00 p.m. (Prevailing Eastern Time), on
August 30, 2002, by mailing an original proof of claim form to
METACHEM PRODUCTS, LLC c/o Delaware Claims Agency, LLC, P.O. Box
515, Wilmington, DE 19899 (Tel: 800-838-6773) so that it is
actually received on or before the Bar Date. A proof of claim
form may be obtained from any bankruptcy court clerk's office,
from any lawyer, from certain business supply stores, or by
calling (800) 838-6773.

     ANY PERSON OR ENTITY (EXCEPT A PERSON OR ENTITY WHO IS
EXCUSED BY THE TERMS OF THE BAR DATE ORDER) WHO FAILS TO FILE A
PROOF OF CLAIM ON OR BEFORE THE BAR DATE SHALL BE FOREVER
BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING ANY CLAIM (OR
FILING A PROOF OF CLAIM WITH RESPECT TO ANY CLAIM) AGAINST THE
DEBTOR AND ITS PROPERTY; THE DEBTOR AND ITS PROPERTY SHALL BE
FOREVER DISCHARGED FROM ANY AND ALL INDEBTEDNESS AND LIABILITY
WITH RESPECT TO ANY SUCH CLAIM; AND SUCH HOLDER SHALL NOT BE
PERMITTED TO VOTE ON ANY PLAN OF REORGANIZATION OR LIQUIDATION,
PARTICIPATE IN ANY DISTRIBUTION IN THIS CHAPTER 11 CASE ON
ACCOUNT OF ANY SUCH CLAIM, OR RECEIVE FURTHER NOTICES REGARDING
ANY SUCH CLAIM.

     A copy of the Bar Date Order may be obtained from the
Debtor's attorneys: Richards, Layton & Finger, P.A., One Rodney
Square, PO Box 551, Wilmington, Delaware 1 9899, (302) 651-7700,
Attn: Amy L. Rude. Additional information concerning the Bar
Date may be obtained by calling 1-800-819-9690. The Debtor's
schedules can also be viewed on the United States Bankruptcy
Court for the District of Delaware's Web site at
http://www.deb.uscourts.gov

     The Bar Date, however, for all governmental units (as
defined in section 101(237) of the Bankruptcy Code) is November
7, 2002 at 4:00 p.m. (Prevailing Eastern Time) which us not less
than the 180-day statutory minimum set forth in section
502(a)(9) of the Bankruptcy Code.


METALS USA: Files Plan of Reorganization & Disclosure Statement
---------------------------------------------------------------
Metals USA, Inc. (OTC Bulletin Board: MUINQ), a Houston-based
metals processor and distributor, has filed its plan of
reorganization and disclosure statement with the Bankruptcy
Court and a hearing on the disclosure statement has been set for
September 18, 2002.

J. Michael Kirksey, Metals USA's chairman, president and chief
executive officer, stated, "We are pleased our company is moving
forward with its plan of reorganization which will put us in a
position to emerge from bankruptcy. The plan of reorganization,
as previously announced, provides for the conversion of
approximately $380 million of pre-petition indebtedness into
equity, reducing leverage and interest expense."

The company added that the plan has been reached in cooperation
with the Creditors Committee and now requires approval from the
Bankruptcy Court and others.  If approved, Metals USA, Inc.,
expects the plan to help the company emerge from bankruptcy on
or about October 31, 2002.  Metals USA, Inc., filed for Chapter
11 protection on November 14, 2002.

Metals USA, Inc., is a leading metals processor and distributor
in North America.  With a customer base of more than 45,000,
Metals USA provides a wide range of products and services in the
Carbon Plates and Shapes, Flat-Rolled Products, and Building
Products markets.  For more information, visit the Company's Web
site at http://www.metalsusa.com


METROMEDIA INT'L: Files Late Form 10-Q for Second Quarter
---------------------------------------------------------
Metromedia International Group, Inc. (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, filed its Form 10-Q for the quarter ended June
30, 2002 with the Securities and Exchange Commission.

As the Company previously communicated, the delay in the filing
of its Form 10-Q was attributable to the additional effort and
time that was required for the Company to complete its analysis
of the carrying value, under generally accepted accounting
principles of the United States, of certain of its businesses
and finalize its management discussion and analysis of the
Company's financial condition and results of operations.

Metromedia International Group, Inc., is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States, China and other emerging markets. These
include a variety of telephony businesses including cellular
operators, providers of local, long distance and international
services over fiber-optic and satellite-based networks,
international toll calling, fixed wireless local loop, wireless
and wired cable television networks and broadband networks, FM
radio stations, and e-commerce.

The Company also owns Snapper, Inc. Snapper manufactures
premium-priced power lawnmowers, garden tillers, snow throwers,
utility vehicles and related parts and accessories.

Please visit its Web site at http://www.metromedia-group.com

As reported in Troubled Company Reporter's August 19, 2002
edition, Metromedia International's current existing cash
balances and projected internally generated funds shows that the
Company does not believe that it will be able to fund its
operating, investing and financing cash flows through the
remainder of 2002. In addition, the Company currently projects
that its cash flow and existing capital resources, net of
operating needs, might not be sufficient without external
funding or cash proceeds from asset sales, or a combination of
both, to make the $11.1 million September 30, 2002 interest
payment on the Senior Discount Notes. As a result, there is
substantial doubt about the Company's ability to continue as a
going concern.

The Company has consummated certain asset sales and continues to
explore possible asset sales to raise additional cash and has
been attempting to maximize cash repatriations by its business
ventures to the Company. The Company has also held negotiations
with representatives of holders of its Senior Discount Notes in
an attempt to reach an agreement on a restructuring of its
indebtedness in conjunction with proposed asset sales and
restructuring alternatives. To date, the Company and
representatives of noteholders have not reached an agreement on
terms of a restructuring. The Company cannot make any assurance
that it will be successful in raising additional cash through
asset sales or through cash repatriations from its business
ventures, nor can it make any assurance regarding the successful
restructuring of its indebtedness.

If the Company were not able to resolve its liquidity issues,
the Company would have to resort to certain other measures,
including ultimately seeking bankruptcy protection.


MONSANTO COMPANY: Issues $200MM in Bonds as Part of Debt Workout
----------------------------------------------------------------
Monsanto Company (NYSE: MON) priced a 10-year $200 million
public debt offering Friday last week.

"This financing represents a continuation of our debt
restructuring plan," said Monsanto Chief Financial Officer Terry
Crews. On Aug. 14, 2002, Monsanto placed $600 million in 10-year
bonds. Crews said the proceeds from Friday's offering would be
used to pay down short-term borrowings.

Monsanto Company is a leading global provider of technology-
based solutions and agricultural products that improve farm
productivity and food quality. For more information on Monsanto,
see: http://www.monsanto.com


NATIONAL GYPSUM: ACMC Files Chapter 11 to Settle Asbestos Claims
----------------------------------------------------------------
New NGC, Inc., (d/b/a National Gypsum Company) has reached an
agreement to resolve all potential liability claims against it
by persons claiming personal injury from asbestos-containing
products sold by Asbestos Claims Management Corporation.  The
recently negotiated settlement agreement, when approved by a
federal court, will permanently protect New NGC from any future
asbestos liability claims.

Although it has never produced asbestos-containing products and
is not a defendant in any asbestos litigation, New NGC has been
threatened with successor liability suits stemming from its
purchase of certain business assets from ACMC in 1993.

"While we are confident we have strong legal defenses to any
claims that might be brought against New NGC, this settlement
will allow us to focus on growing our business without the
distraction of potential future litigation," said Thomas C.
Nelson, president and chief executive officer.  "This
settlement, when implemented, will once and for all enable us to
permanently lift any perception that our company could be
adversely impacted by future asbestos litigation."

The settlement was negotiated and signed by New NGC, ACMC and
the trust that owns it, a committee of lawyers representing
known asbestos claims, and a court-appointed legal
representative for all persons holding unknown claims against
ACMC.  Pursuant to the settlement, New NGC will make a one time
cash payment to a new asbestos trust created to distribute
payments to present and future asbestos claimants of ACMC.  In
exchange, a federal court will issue an injunction permanently
barring all present and future claimants from ever suing New
NGC.

To implement the settlement, ACMC filed a Chapter 11 bankruptcy
petition in federal bankruptcy court in Dallas on Monday,
August 19.  To become effective, the settlement must be accepted
by a vote of known asbestos claimants and approved by a federal
court judge.  The bankruptcy case filed by ACMC will not affect
New NGC's conduct of its business, its customers or suppliers in
any way.

National Gypsum, the second-largest gypsum wallboard
manufacturer in the United States, supplies wallboard, interior
finishing products, and cement backerboard to the construction
industry.  It has a network of 31 plants in North America and
employs approximately 2700 employees.


NATIONAL STEEL: Agrees to Allow PBGC to File Consolidated Claims
----------------------------------------------------------------
In a Court-approved Stipulation, Pension Benefit Guaranty
Corporation is now permitted to file 24 consolidated proofs of
claim on its own behalf and on behalf of National Steel
Corporation's eight defined benefit pension plans.  The
consolidated claims will be deemed as to have been filed in each
of the Debtors' cases as if fully set forth in a separate proof
of claim.

Absent the Court's permission, PBGC would have been required to
file three claims in connection with each of the eight Pension
Plans, based on three pension obligations --- minimum funding
contributions, insurance premiums, and unfounded benefit
liabilities.  PBGC asserts that the Debtors are jointly and
severally liable to the Pension Plans and to the PBGC under
Sections 1082(c)(11), 1307(e)(2) and 1362(a) of the Labor Code.
Thus, PBGC has 24 separate claims against each of the 42
Debtors, for a total of 1,008 claims.  Thus, the consolidation
of PBGC's claims reduces the Debtors, PBGC, the Court and the
Debtors' claims agent a significant administrative burden.
(National Steel Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Court Okays Expanding Ernst & Young's Engagement
-------------------------------------------------------------
Judge Walsh permits NationsRent Inc., and its debtor-affiliates
to expand the scope of Ernst & Young's employment, nunc pro tunc
as of June 24, 2002.  The employment, however, will be limited
to:

-- assistance and preparation and review of tax filings and
   assistance with routine tax issues related to tax claims or
   tax compliance issues as requested by the Debtors;

-- tax research and analysis regarding availability,
   limitations, preservation and maximization of tax attributes,
   including net operating losses and alternative minimum tax
   credits, minimization of tax costs in connection with the
   Debtors' Joint Plan of Reorganization;

-- assistance with settling tax claims against the Debtors and
   obtaining refunds of reduced claims previously paid by the
   Debtors for various taxes, including federal and state
   income, franchise, payroll, sales and use, property, excise
   and business license; and

-- assistance in assessing the validity of tax claims against
   the Debtors, including working with the Debtors' bankruptcy
   counsel, to reclassify tax claims as non-priority.

                         *    *    *

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. (NationsRent Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISTAR INTL: S&P Cuts Rating to BB Over Weak Operating Results
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Warrenville, Illinois-based Navistar International
Corp., a leading producer of heavy- and medium-duty trucks in
North America, to double-'B' from double-'B'-plus due to weak
operating results, diminishing financial flexibility, and
Standard & Poor's expectation that persisting weak demand in the
North American truck market will continue for the next several
quarters.

Standard & Poor's said that in addition, the corporate credit
rating on Navistar's subsidiary, Navistar Financial Corp., was
lowered to double-'B'-from double-'B'-plus. The current outlook
is negative.

"The downgrades reflect Navistar's weaker than expected
financial performance resulting from soft market conditions and
the expectation that financial performance will remain weak",
said Standard & Poor's credit analyst Eric Ballantine. "In
addition", he added, "cash balances and financial flexibility
have deteriorated and are not expected to return to previously
anticipated levels in the near-term."

Navistar operates in the highly cyclical and intensely
competitive heavy-and medium-duty truck markets. Medium duty
trucks are a key product for the company, as Navistar enjoys a
substantial market share (approximately 40%) and this is one of
the company's most profitable businesses. Navistar also has a
solid market position (approximately 17%) in the heavy duty
truck market.

Standard & Poor's said that the negative outlook reflects
concerns that material improvement in the company's financial
performance could be delayed and that financial flexibility will
erode further, if the current downturn is prolonged past the
middle of 2003. The ratings could be lowered if a market
recovery fails to materialize in the near-term and the company
is unable to maintain satisfactory cash balances.


ONTRO: Talking with New Investors for Convertible Debt Financing
----------------------------------------------------------------
Ontro, Inc., (Nasdaq: ONTR) has placed 12 of the Company's 18
employees on furlough in order to conserve financial resources
while it seeks additional financing to support its continued
operation.

The Company reported that it is in discussions with potential
new investors for a convertible debt financing to replenish the
Company's depleted cash reserves as soon as possible.  The
proposed convertible debt is to have a fixed conversion price
subject to one possible reduction to match pricing in a
subsequent equity financing.  Ontro is also exploring other
fundraising initiatives with certain potential strategic
partners to provide sufficient capital to realize the Company's
potential long-term intrinsic value for stockholders.  As of
August 1, 2002 the Company had approximately $80,000 in cash
reserves.

James A. Scudder, President and CEO stated, "Although we
currently face a number of very significant challenges to our
continuing as an operating enterprise -- including lack of
sufficient capital and a potential de-listing by the Nasdaq
SmallCap Market -- at a time when investment capital for
similarly situated development-stage companies is scarce; we
remain optimistic about the future commercialization prospects
for our technology and we are diligently working to overcome
these issues.

"As it was previously announced, Ontro has requested and been
granted an oral hearing before a Nasdaq Listing Qualifications
Panel to appeal the Nasdaq Listing Qualifications Department's
determination to de-list Ontro's securities from the Nasdaq
SmallCap Market.  The hearing date is set for September 12,
2002.  However, based on the number of pressing issues now
facing the Company, Ontro believes that it may not be in a
position to present a plan that adequately addresses the issues
raised by the Nasdaq staff by the scheduled September 12, 2002
hearing date absent a resolution of the issues relating to
Ontro's largest shareholder."

Ontro is a leading developer of proprietary, patented technology
to produce, self-heating beverage containers.  Ontro's
revolutionary container is similar in size and shape to an
ordinary-sized 16-oz. beverage can.  It is designed to self-heat
beverages and foods, anytime, anywhere; and will contain
products like coffee, tea, hot chocolate and soups for
nationwide sale in supermarkets, convenience stores and
specialty retailers.  Ontro has also begun development of
chaffing dishes and other technologies to provide heating
sources to consumers and the food service industry in order to
eliminate the need for a flammable heat source.


PENTON MEDIA: Offer to Exchange Options Expires on August 22
------------------------------------------------------------
Penton Media, Inc., (NYSE:PME) announced its offer to exchange
options granted under the Penton Media, Inc., 1998 Equity and
Performance Incentive Plan (As Amended and Restated Effective as
of March 15, 2001) with an exercise price equal to or greater
than $16.225 for new options under that option plan expired at
11:59 P.M., Eastern Time, on August 22, 2002. Options to
purchase a total of 860,100 shares of Penton's common stock,
representing 93.7% of the shares subject to options under the
option plan that were eligible to be tendered, were tendered by
employees of Penton and its subsidiaries, accepted for exchange
and cancelled. The new options will have an exercise price equal
to the fair market value of Penton's common stock on the grant
date of February 24, 2003.

Employees who tendered eligible options must remain an employee
of Penton or its subsidiaries until the date the new options are
granted to receive the new options.

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

As reported in Troubled Company Reporter's May 13, 2002,
edition, Standard & Poor's revised its outlook on business-to-
business media company Penton Media Inc., to negative from
developing due to additional concerns about the company's
profitability in light of continued revenue declines and the
operating difficulties of key end markets. Standard & Poor's
also affirmed its existing ratings on Penton, including its
single-B-minus corporate credit rating.

                        Outlook

Ratings could be lowered if Penton fails to maintain adequate
liquidity to fund its operations during this difficult operating
environment.

Ratings List:                            To:             From:

Penton Media Inc.

* Corporate credit rating          B-/Negative/--      B-/Dev/--
* Senior secured debt rating              B-
* Subordinated debt rating               CCC


PENNZOIL-QUAKER: Suspends Dividend Payment for Third Quarter
------------------------------------------------------------
Pennzoil-Quaker State Company (NYSE: PZL) announced that due to
the expected merger with Shell Oil Company it will not pay a
dividend for the third quarter 2002.  The previously announced
merger transaction with Shell Oil Co. is still expected to close
in the second half of 2002.

                         *   *   *

As reported in the April 1, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed its triple-'A' corporate
credit rating on Shell Oil Co. and the Royal Dutch/Shell Group
of Companies, one of the world's largest integrated oil
companies. At the same time, Standard & Poor's placed its
double-'B'-plus senior secured and senior unsecured ratings for
Pennzoil-Quaker State Co. on CreditWatch with positive
implications. PQS' double-'B'-plus corporate credit rating,
which is also on CreditWatch positive, will be withdrawn upon
completion of the transaction.

The rating actions followed the announcement that Shell had
entered into a definitive agreement to acquire PQS in a
transaction valued at about $2.9 billion, which includes the
assumption of about $1.1 billion in debt.


PG&E CORPORATION: Revises $1.02B GECC Loan Term Waiver Agreement
----------------------------------------------------------------
PG&E Corporation (NYSE: PCG) filed an 8-K with the Securities
and Exchange Commission reporting on further revision to the
Corporation's loan-term agreement with General Electric Capital
Corporation and certain other lenders under PG&E Corporation's
$1.02 billion Amended and Restated Credit Agreement dated as of
June 25, 2002.

The parties to this agreement have waived, until August 30,
2002, the requirement that PG&E Corporation's subsidiary, PG&E
National Energy Group, Inc. (PG&E NEG), continue to maintain
investment grade ratings with either Standard & Poor's or
Moody's Investors Service.

This waiver, which previously had been extended until October
21, 2002, was revised as the result of amendments made to the
PG&E NEG's multi-tranche $1.25 billion credit facility, dated
August 22, 2001.  The amendments extended the maturity date on
one tranche from August 22, 2002 to October 21, 2002. The
maturity date of August 22, 2003 on the second tranche remains
unchanged.

The amendments also lowered the size of the tranche from $750
million to $500 million, and lowered its immediate availability
to $431 million.  The availability of the second tranche was
also lowered from $500 million to $279 million.  The lowered
availability on the second tranche resulted in early termination
of the previously agreed to waiver of the GE loan agreement.

PG&E Corporation's August 23, 2002 8-K filing also contains: a
discussion of the extension of the expiration date for the PG&E
NEG's revolving credit facility from August 22, 2002 to October
21, 2002; a revised summary of the PG&E NEG sources and uses of
cash; and an update on Pacific Gas and Electric Company's
bankruptcy proceeding.

PG&E Corporation's 8-K provides greater detail of these issues
and investors are encouraged to review the 8-K for additional
information.  Please visit its Web site at
http://www.pgecorp.com


PPL CORP: Will Be Paying Quarterly Dividends on October 1, 2002
---------------------------------------------------------------
PPL Corporation (NYSE: PPL) declared a quarterly dividend on its
common stock of 36 cents per share, payable Oct. 1, 2002, to
shareowners of record on Sept. 10, 2002.

In addition, PPL Electric Utilities Corporation, a subsidiary of
PPL Corporation, declared the following quarterly dividends on
its preferred stock, payable Oct. 1, 2002, to shareowners of
record on Sept. 10, 2002.

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

As previously reported, PPL Corporation had a working capital
deficit of about $79 million as of June 30, 2002.  In addition,
its Brazilian unit filed for court protection in Brazil earlier
this month.


PRUDENTIAL SECURITIES: Fitch Affirms Low-B's on 4 Note Classes
--------------------------------------------------------------
Prudential Securities Secured Financing Corp.'s commercial
mortgage pass-through certificates, series 1999-NRF1, are
affirmed by Fitch Ratings as follows: $124.7 million class A-1,
$480.3 million class A- 2, and interest-only class A-EC at
'AAA'; $51.1 million class B at 'AA'; $46.4 million class C at
'A'; $46.4 million class D at 'BBB'; $13.9 million class E at
'BBB-'; $20.9 million class F at 'BB+'; $25.5 million class G at
'BB'; $9.3 million class H at 'BB-'; and $9.3 million class J at
'B+'. The $15.8 million class K, $6.5 million class L, and $14.1
million class M certificates are not rated by Fitch. The
affirmations follow Fitch's annual review of the transaction,
which closed in March of 1999.

The affirmations were a result of the stable performance and
minimal amortization. To date, 11 loans have paid out of the
pool leaving 251 remaining loans. The total outstanding
certificate balance has been reduced 6.8% since issuance to
$865.4 million. Since Fitch's last review, a specially serviced
loan secured by a retail property located in Queensbury, NY was
liquidated at a 53% loss. The loss was allocated to the unrated
Class M.

There are four specially serviced loans (2.7%) in the
transaction. The largest (1.5%) is secured by a retail property
located in Casselberry, Florida. The borrower became delinquent
in debt service payments after requesting a portion of the
property be released to allow for a Super Wal-Mart. The default
was not due to performance issues at the property. The specially
servicer is in negotiations with the borrower to bring the loan
current. The next largest specially serviced loan (1.1%) is
secured by a retail property in Norcross, GA. The borrower
became delinquent due to the loss of major tenants, including
Circuit City, Hi-Fi Buys and Lenscrafters. There is a junior
lien on the property and the junior lienholder has brought the
loan current. The junior lienholder intends to assume the loan.
The remaining two specially serviced loans (0.16%) are secured
by owner occupied industrial/warehouse properties. The borrower
on the Mansfield, OH location is liquidating the business. The
borrower on the Akron, OH property filed for Chapter 7
bankruptcy protection, after which, the special servicer, ARCap
Special Servicing, Inc. (ARCap), took the property back real
estate owned. ARCap is in the process of selling the property.
Loss expectations on the specially serviced loans are limited to
the two industrial/warehouse properties and do not exceed
$500,000.

The master servicer, Key Commercial Mortgage (Key), collected
year-end 2001 financials for 98% of the pool. The resulting debt
service coverage ratio (DSCR) for comparable loans was 1.66
times which is an increase from 1.58x at year-end 2000. The
percentage of loans below 1.0x increased to 5.5% from 1.4% the
previous year.

The transaction continues to be well diversified by property
type and geographic location. The pool also continues to have a
low percentage of specially serviced and delinquent loans, with
only 2.7% in special servicing, including the REO loan. Fitch
reviewed Key's watchlist for the portfolio and found there to be
several loans listed due to vacancy issues. Most of the
borrowers for those loans had either found a replacement tenant
or were in negotiations to fill the space.

Fitch will continue to monitor the transaction, as surveillance
is on-going.


RELIANCE GROUP: Wants to Continue Paul Zeller's Employment
----------------------------------------------------------
Paul W. Zeller is currently President and Chief Executive
Officer of Reliance Group Holdings and Reliance Financial
Services.  Mr. Zeller assumed these positions pursuant to the
Court Order dated October 1, 2001.  Now, the Debtors seek the
Court's authority to extend Mr. Zeller's employment until March
31, 2003, and, under the terms of an Amended Employment
Agreement, provide Mr. Zeller with:

  1) a $50,000 retention bonus payable on October 1, 2002.  Mr.
     Zeller will return the bonus if he resigns without good
     reason or is terminated for cause prior to March 31, 2003.
     RGH reserves the right to recover the bonus in court if Mr.
     Zeller fails to return it; and

  2) two weeks vacation for the period from October 1, 2002
     through March 31, 2003.

Steven R. Gross, Esq., at Debevoise & Plimpton, tells the Court
that RGH's Committees and Board of Directors have approved Mr.
Zeller's continued employment under these terms.  Mr. Zeller was
paid $480,000 in annual salary and received a $100,000 retention
bonus last year.

Mr. Zeller and his secretary are currently the only employees on
the Debtors' payroll.  Mr. Zeller is also the only executive
officer on the payroll.

Mr. Gross argues that Mr. Zeller is entitled to these added
benefits, having supervised the Debtors' restructuring efforts
since the beginning of these cases.  Furthermore, Mr. Zeller has
detailed knowledge of, and familiarity with, the Debtors'
affairs, which have enabled him to effectively manage the
estates and contribute to reduce outside counsel fees.  RGH and
RFS believe that Mr. Zeller's continued employment is necessary
to their ongoing business and is in the best interests of the
estates and creditors. (Reliance Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)     


RESIDENTIAL ACCREDIT: Fitch Takes Actions on Various Bonds
----------------------------------------------------------
Fitch takes rating actions on the following Residential Accredit
Loans Inc., mortgage pass-through certificates:
              
                    RALI 1999-QS13

-- Class B1 ($1,542,662 outstanding), rated 'BB', is affirmed   
   and removed from Rating Watch Negative.

                    RALI 1999-QS15

-- Class B2 ($633,270 outstanding) is downgraded to 'CCC' from
   'B'.

                    RALI 2000-QS1

-- Class B1 ($1,266,863 outstanding), rated 'BB', is placed on
   Rating Watch Negative.

-- Class B2 ($639,266 outstanding) is downgraded to 'CC' from
   'B'.

                    RALI 2000-QS2

-- Class B2 ($644,147 outstanding) is downgraded to 'CCC' from
   'B'.

                    RALI 2000-QS3

-- Class B2 ($638,346 outstanding), rated 'B', is affirmed and
   removed from Rating Watch Negative.

                    RALI 2000-QS5

-- Class B1 ($1,364,525 outstanding), rated 'BB', is placed on
   Rating Watch Negative.

-- Class B2 ($631,327 outstanding) is downgraded to 'CC' from
   'B'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the Aug. 25, 2002
distribution:

RALI 1999-QS13 remittance information indicates that 3.23% of
the pool is over 90 days delinquent, and cumulative losses are
$725,888, or 0.27% of the initial pool. Class B1 currently has
1.35% of credit support and class B2 currently has 0.53% of
credit support remaining.

RALI 1999-QS15 remittance information indicates that 5.61% of
the pool is over 90 days delinquent, and cumulative losses are
$466,867, or 0.21% of the initial pool. Class B2 currently has
0.62% of credit support remaining.

RALI 2000-QS1 remittance information indicates that 6.78% of the
pool is over 90 days delinquent, and cumulative losses are
$662,215, or 0.30% of the initial pool. Class B1 currently has
1.18% of credit support and class B2 currently has 0.24% of
credit support remaining.

RALI 2000-QS2 remittance information indicates that 1.76% of the
pool is over 90 days delinquent, and cumulative losses are
$550,085, or 0.25% of the initial pool. Class B2 currently has
0.19% of credit support remaining.

RALI 2000-QS3 remittance information indicates that 4.92% of the
pool is over 90 days delinquent, and cumulative losses are
$280,562, or 0.13% of the initial pool. Class B2 currently has
1.01% of credit support remaining.

RALI 2000-QS5 remittance information indicates that 5.88% of the
pool is over 90 days delinquent, and cumulative losses are
$504,412, or 0.23% of the initial pool. Class B2 currently has
0.49% of credit support remaining.


RG RECEIVABLES: S&P Keeping Watch on B-Minus-Rated Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said that its single-'B'-
minus rating on the notes issued by RG Receivables Co. Ltd.-a
special-purpose entity associated with Varig Airlines-remains on
CreditWatch with negative implications after completion of a
recent performance review.

This review was undertaken in the context of recent changes in
Varig Airline's top-level management, the prospect for continued
near-term financial stress in the Brazilian economy, and the
difficult operating circumstances of the global airline industry
generally.

The RG Receivables notes are secured by the proceeds of credit
and charge card receivables generated by the sale of airline
tickets in the U.S. to Varig customers flying between Brazil and
the U.S. The transaction is structured to capture offshore U.S.
dollar-denominated payments generated from the sale of tickets
on Varig S.A. flights between Brazil and the U.S. and between
the U.S. and Tokyo, Japan.

Concerns leading to the CreditWatch negative placement of the
transaction late last year included the prepayment of one
quarter of principal with the proceeds of the transaction
reserve account (leaving the transaction without a liquidity
reserve), a general reduction in airline travel after Sept. 11,
2001, and the increasingly strained financial condition of
Varig, the generator of the receivables used to repay the notes.

These financial strains on Varig have increased in the past
several months. Traffic volumes on routes within Brazil have
eased, and competition on foreign routes has reportedly
increased. Moreover, the Brazilian currency has depreciated
sharply, increasing the servicing costs of Varig's mostly U.S.
dollar-denominated debt at a time when revenue has stagnated and
the prospects for financial improvement appear bleak due to
deteriorating economic conditions within Brazil.

As financial pressures have grown, Varig has returned several
leased aircraft and negotiated more favorable terms on many of
its remaining aircraft leases. More recently, the company has
approached its major non-aircraft creditors, including several
Brazilian banks, the Brazilian airport authority Infraero, and
the oil company Petrobras, to negotiate a restructuring of the
company's financial obligations. Adding to the uncertainties
inherent in this process, Varig has undergone in recent weeks a
major management change intended to give the company a "jump-
start" in its restructuring efforts and its pursuit of new
strategic investors. Despite an apparent willingness on the part
of Varig's creditors to work with the company to achieve a
productive restructuring, the long-term viability of Varig's
financial condition remains unclear.

The airline's chronic financial weakness has been a material
rating constraint for much of the life of the RG Receivables
deal, as this weakness has the potential to impair the airline's
ability to maintain sufficient flight frequencies on the Brazil-
U.S. routes that finance the repayment of the transaction notes.
In addition, a general debt restructuring could lead to
significant pressure on transaction creditors to agree to a
similar restructuring or risk having unsecured creditors force
the company into an involuntary bankruptcy proceeding-a step
that could seriously threaten the interests of transaction
creditors if it resulted in a liquidation of the airline or a
reduction in service on its international routes.

Notwithstanding these economic, managerial, and financial
restructuring issues, there has been no significant reduction as
yet in flight frequencies on the transaction-critical Brazil-
U.S. routes. Receivables generation on these routes has been
healthy, with revenue over the first six months of 2002 roughly
flat compared with the same period in 2001. Debt service
coverage has improved since the fourth quarter of 2001,
averaging close to 4 times over the same period of 2002. This
ratio is well above the trigger levels (2x for the quarterly
test and 2.5x for the semiannual test) that would trigger an
early amortization of the notes and is a significant source of
support to the transaction rating. It should also be noted that
this ratio fell only to 3.6x in the three-month period ended in
November 2001, immediately after the September terrorist attack
in the U.S., and has never dipped lower than 3.1x over the life
of the deal to date.

The CreditWatch negative designation that Standard & Poor's
maintains on the transaction indicates that there is a
significant possibility that the rating could be lowered over
the next several weeks or months. In Standard & Poor's view,
significant downside risks associated with the airline's
financial restructuring, competition on transaction-critical
routes, and near-term performance of the Brazilian economy
currently outweigh certain positive credit elements such as the
historically robust receivables performance, the importance of
Varig to Brazil's economy (which increases the incentives for
Brazil's government to help engineer a solution to Varig's
financial problems), and the prospect that a successful
financial restructuring could place Varig's finances on a more
viable long-term footing. Any developments that appear to
threaten the airline's ability to continue operating or that
could negatively impact the generation of receivables on the
transaction-critical routes would likely lead to a reduction in
the transaction rating. Conversely, if Varig's new management is
able to conclude a viable long-term financial restructuring of
the company and traffic continues to hold up on the critical
routes amid Brazil's challenging economic environment (or if
that environment should improve), a positive review of the
current rating and CreditWatch designation would become
possible.

Standard & Poor's will continue to monitor carefully the
Brazilian economy and all developments involving Varig,
particularly its ongoing financial restructuring efforts.


SHELDAHL INC: Obtains Approval of Asset Sale to Investor Group
--------------------------------------------------------------
Sheldahl, Inc., announced that the U.S. Bankruptcy Court for the
District of Minnesota has approved the sale of its continuing
business assets to the company's three largest shareholders,
Ampersand Ventures, Molex Incorporated and Morgenthaler,
following the company's voluntary petition for Chapter 11
reorganization. The company said it anticipated that the
transaction would be completed within 30 days.

Under the purchase agreement, Sheldahl's Northfield location
will continue to operate. The company's remaining facility in
Longmont, Colorado will be relocated to Northfield and the
Longmont plant will cease operations. As of August 2, 2000, the
Longmont facility employed 24.

"We are pleased by the decision of Ampersand, Molex and
Morgenthaler to purchase the business, providing the company
with the necessary resources to further strengthen its
leadership in the interconnect and materials business," said
Benoit Pouliquen, President and Chief Executive Officer of
Sheldahl. "Business for the company has been better than
expected during this bankruptcy period, and we feel the current
success of our operations is a good indication of the long-term
viability of the company. We will emerge from the bankruptcy in
a strong financial position."

The sale includes a majority of Sheldahl's operating assets and
contracts necessary to maintaining its operations. The company
said the sale would not result in any residual value for
preferred and common shareholders.

Sheldahl, Inc., is a leading producer of high-density
substrates, high-quality flexible printed circuitry, and
flexible laminates primarily for sale to the automotive,
electronics and data communications markets. The company is
headquartered in Northfield, Minnesota. Sheldahl news and
information can be found on the World Wide Web at
http://www.sheldahl.com


SWEET FACTORY: Ask for Fourth Extension of Lease Decision Time
--------------------------------------------------------------
Sweet Factory Group, Inc., and its debtor-affiliates ask for a
fourth extension of their lease decision period.  The Debtors
tell the U.S. Bankruptcy Court for the District of Delaware that
they need until the earlier of the Effective Date of the Plan
and August 30, 2002 to determine whether to assume, assume and
assign, or reject their unexpired nonresidential real property
leases.

The Debtors relate that the requested extension is partially a
result of landlords' objections to RDR Group's efforts to
demonstrate adequate assurance of future performance under the
leases to be assumed and assigned to RDR.  The Debtors and RDR
have tentatively scheduled a Sale Closing for August 6, 2002,
which is six days beyond the current deadline by which the
Debtors must assume or reject their leases.

The Debtors point out that the Plan itself provides for the
assumption or rejection of the Leases upon the Effective Date.
The Effective Date is tied to the Closing of the Sale. Also, the
Sale contemplates the assignment of certain Leases to RDR. The
Debtors should be afforded the opportunity to close the Sale and
implement their Plan and determine the disposition of the Leases
as part of those processes.

The Debtors request that this extension be without prejudice to
their rights for further extensions . . . just in case things
don't do as planned, although they believe no further extensions
will be necessary.

Sweet Factory Group Inc. filed for chapter 11 protection on
November 15, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Laura Davis Jones at Pachulski, Stang, Ziehl,
Young & Jones represents the Debtors in their restructuring
efforts.


TELEPANEL SYSTEMS: Will Raise Up to C$1MM via Private Placement
--------------------------------------------------------------
Telepanel Systems Inc., (OTCBB:TLSXF)(TSX:TLS) a leader in
electronic shelf label systems for retail stores, announced that
it in the process of raising up to C$1 million through the
private placement of a convertible debenture through First
Associates Investments Inc. on a best efforts basis.

The debenture is for a one year term bearing interest at 10% per
annum and is convertible at a conversion price of $0.12 per
share. As well, each C$100 of principle amount debenture will
include 10 common share purchase warrants (exercisable at a
price C$0.15 for 24 months). The transaction is anticipated to
close on August 30, 2002.

"These funds will bridge Telepanel to longer term financing we
are currently planning that will close in the fall of this year.
These funds will allow Telepanel to pursue opportunities in the
ESL sector and assist IBM in its sales objectives in both North
America and throughout the world. We view the growing sales
activity generated from our partnership with IBM and other
resellers as a positive indication of increasing retailer
acceptance of the Electronic Shelf Label business case." said
Garry Wallace, President and CEO of Telepanel.

"Our objective is to always finance the company in the least
dilutive fashion as possible. These proceeds will be used to
fund Telepanel until we can close longer term funds, on a more
favourable basis," Added Wallace.

As well, Telepanel has resumed trading under the symbol TLSXF on
the OTCBB after briefly trading under TLSXE. "We realize the
confusion this change has caused for our shareholders and we are
taking steps to ensure this inconvenience will not take place
again" said Garry Wallace.

Telepanel is the leader in developing wireless electronic shelf
labeling systems for retail stores. Telepanel display modules
are placed on the edge of store shelves to show a product's
price and other information. Prices are changed by a radio
communications link to the store's cash registers, to provide
accurate and up-to-date pricing.

Telepanel's new proprietary Millennium PLUS technology delivers
to the market an advanced, wireless, high bandwidth, radio
frequency communications technique that makes use of unlicensed
communications bands in North America and Europe. Millennium
PLUS leads the industry in low cost, reliable, high throughput
communication to tens of thousands of wireless devices within
each customer space.

As reported in Troubled Company Reporter's June 26, 2002
edition, Telepanel's January 31, 2002 balance sheet shows a
total shareholders' equity deficit of about C$11 million.


US AIRWAYS: Wants to Continue Using Cash Management System
----------------------------------------------------------
In the ordinary course of business, US Airways Group Inc., and
its debtor-affiliates utilize an integrated, centralized cash
management system under which funds collected by the Debtors
from local banks around the country are transferred to
concentration accounts and used to pay operating expenses.

The Debtors' cash management system is managed primarily by
financial personnel at the corporate headquarters in Arlington,
Virginia.  Through its utilization of the cash management
system, the Debtors are able to facilitate cash forecasting and
reporting, monitor collection and disbursement of funds, and
maintain control over the administration of the bank accounts
required to effect the collection, disbursement, and movement of
cash.

US Airways, Inc., which operates the Debtors' mainline airline
fleet, utilizes PNC Bank, N.A. to collect, transfer and disburse
funds generated from operations on a daily basis.  PNC records
collections, transfers and disbursements.  Credit card sales
represent a substantial source of the Debtors' revenues.  For
example, during 2001, the Debtors generated $7,400,000,000 in
cash receipts based on purchases made by credit card.  In the
first three months of 2002, cash receipts based on credit card
purchases were $1,700,000,000.  Wire transfer receipts,
automated clearinghouse receipts and electronic data interchange
collections are deposited into a Master Concentration Account at
PNC.  Wire transfer payments in connection with operations are
initiated on a daily basis out of the PNC Master Concentration
Account.  Check receipts are collected and deposited into
various PNC Lockbox Accounts.  From the PNC Lockbox Accounts,
these checks are transferred to the PNC Master Concentration
Account on a daily basis.  At the conclusion of each business
day, USAI invests any excess cash in various money market funds.  
Any residual balances remaining in the PNC Master Concentration
Account are swept into a money market fund maintained by PNC and
made available for operational use the following day.

The PNC Master Concentration Account is the focal point of
USAI's cash management system.  This account is used to process
wire transfers made in connection with:

    (a) debt and lease payments,
    (b) fuel payments,
    (c) intercompany payments,
    (d) insurance payments,
    (e) overnight money market fund investments, and
    (f) other miscellaneous obligations.

On a daily basis, a portion of the balance remaining in the PNC
Master Concentration Account is swept into a money fund for
overnight investment purposes and then returned to the account,
as needed the following day.

USAI maintains six to eight PNC Lockbox Accounts, which are used
to collect payments from customers.  Customers remit payments to
the appropriate addresses established by USAI.  PNC then
collects those payments several times throughout each business
day, processes them and then deposits them into the appropriate
PNC Lockbox Accounts.  The receipts are ultimately swept into
the PNC Master Concentration Account on a daily basis under a
zero balance arrangement.

USAI maintains 12 Controlled Disbursement Accounts at PNC,
organized according to business line, through which it makes
payments via check for operating expenses and other obligations.
The PNC Controlled Disbursement Accounts are funded as needed on
a daily basis from the PNC Master Concentration Account.  Each
of the PNC Controlled Disbursement Accounts has a zero balance
arrangement with the PNC Master Concentration Account.

Stand-Alone Accounts at PNC have been established primarily to
fund payroll obligations and ACH disbursements. The PNC Stand-
Alone Account used in connection with general direct deposit
payroll obligations is funded two days in advance of the actual
payroll date via wire transfer from the PNC Master Concentration
Account.  On the actual payroll date, that PNC Stand-Alone
Account is then debited in the amount of the payroll run.  The
PNC Stand-Alone Account used in connection with executive
payroll direct deposit obligations functions in a manner similar
to that used in connection with general payroll obligations,
except that only USAI executives are paid from this account.  
The PNC Stand-Alone Account used in connection with ACH
obligations is funded one day in advance of the ACH settlement
date.  Like the payroll accounts, this account also is funded
via wire transfer from the PNC Master Concentration Account.  On
the settlement date, the PNC Stand-Alone Account used to fund
the ACH obligations is debited for the total amount of the ACH
file.  Other stand-alone accounts are used for special purposes
like funding retiree medical expenses and for emergency
response.

USAI utilizes JP Morgan Chase Bank to efficiently collect,
transfer and disburse funds generated on a daily basis through
the operations of its five wholly-owned subsidiaries, Piedmont
Airlines, Inc., PSA Airlines, Inc., Allegheny Airlines, Inc.,
MidAtlantic Airways, Inc. and Material Services Company, Inc.,
which together operate or support the Debtors' regional jet
operations, commonly known as "Express."

The Debtors maintain one primary account to centralize cash
management in connection with the Express Subsidiaries.  This JP
Morgan Master Account is used primarily to fund concentration
accounts associated with the Express Subsidiaries.  Funding for
the JP Morgan Master Account comes from the PNC Master
Concentration Account via wire transfer.  The JP Morgan Master
Account has an automatic dollar transfer arrangement with each
of the JP Morgan Concentration Accounts, whereby daily funding
occurs automatically.  The JP Morgan Master Account also has a
zero balance arrangement with two JP Morgan General Disbursement
Accounts to process outside payments.  A $2,000,000 balance is
maintained in the JP Morgan Master Account.  The balance from
the JP Morgan Master Account is swept nightly into a money
market fund maintained at JP Morgan Chase and is available for
use the following morning.

The Debtors maintain the JP Morgan Concentration Accounts to
process and collect wire transfers to and from customers of the
Express Subsidiaries.  Wire payments are made in connection
with:

    (i) debt and lease payments,
   (ii) fuel payments,
  (iii) intercompany payments,
   (iv) insurance payments,
    (v) ACH payroll, and
   (vi) other miscellaneous wire transfers.

The JP Morgan Concentration Accounts also have a zero balance
arrangement with the JP Morgan General Disbursement Accounts and
three JP Morgan Payroll Disbursement Accounts associated with
the Express Subsidiaries.

The Debtors maintain JP Morgan General Disbursement Accounts to
make payments in connection with the general operating expenses
of the Express Subsidiaries.  The JP Morgan General Disbursement
Accounts have a zero balance arrangement with each of the JP
Morgan Concentration Accounts whereby any remaining funds are
swept into the corresponding JP Morgan Concentration Account.
The Debtors maintain the JP Morgan Payroll Disbursement Accounts
for Piedmont, PSA and Allegheny.  The funds in these accounts
are used to make payroll payments to employees of Piedmont, PSA
and Allegheny who are not paid via ACH.  The JP Morgan Payroll
Disbursement Accounts have a zero balance arrangement with the
corresponding JP Morgan Concentration Accounts, whereby any
remaining funds are swept therein.

The Debtors use ABN AMRO Bank, N.A. and other Foreign Banks, to
efficiently collect, transfer and disburse funds generated on a
daily basis through the operations of its European stations.
Each country maintains one or more accounts with ABN AMRO in
addition to other accounts at local banks, which handle minor
station activity.

John Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom,
notes that the Office of the United States Trustee has
established certain operating guidelines for debtors-in-
possession in order to supervise the administration of chapter
11 cases.  These guidelines require chapter 11 debtors to, among
other things:

  (a) close all existing bank accounts and open new debtor-in-
      possession bank accounts;

  (b) establish one debtor-in-possession account for all estate
      monies required for the payment of taxes, including
      payroll taxes;

  (c) maintain a separate debtor-in-possession account for cash
      collateral; and

  (d) obtain checks for all debtor-in-possession accounts which
      bear the designation "Debtor-In-Possession," the
      bankruptcy case number, and the type of accounts.

Accordingly, the Debtors sought and obtained the Court's
authority to waive these requirements.

Closing old bank accounts and opening new ones would cause
enormous disruption in the Debtors' business and would impair
the efforts to pursue alternatives to maximize the value of
their estates.  Mr. Butler points out that the Debtors' bank
accounts comprise an established cash management system that the
Debtors need to maintain in order to ensure smooth collections
and disbursements in the ordinary course.

Requiring the Debtors to adopt new, segmented cash management
systems at this early and critical stage of this case would also
be expensive, would create unnecessary administrative problems,
and would be much more disruptive than productive.  Any
disruption could have a severe and adverse impact upon the
Debtors' ability to reorganize.  Moreover, because of the
Debtors' complex corporate and financial structure, it would not
be possible to establish a new system of accounts and a new cash
management and disbursement system without substantial
additional costs and expenses to the Debtors' bankruptcy estates
and a significant disruption of the Debtors' business
operations. (US Airways Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


US AIRWAYS: Maintenance Training Specialists Ratify Workout Plan
----------------------------------------------------------------
US Airways' maintenance training specialists, represented by the
International Association of Machinists District 141-M, ratified
its proposal on the Company's restructuring plan by a 39-1 vote
in favor.

"This ratification illustrates the strong commitment that these
employees share to restoring US Airways' financial health," said
Jerry Glass, US Airways senior vice president of employee
relations.

In addition to the maintenance training specialists, US Airways
has ratified restructuring plan agreements with its pilots,
represented by the Air Line Pilots Association; flight
attendants, represented by the Association of Flight Attendants;
simulator engineers, dispatchers, and the flight crew training
instructors, each represented by the Transport Workers Union.  
US Airways' machinists and fleet service workers, also
represented by the IAM, are expected to vote on the Company's
proposal by Aug. 28, 2002.  No agreement has yet been reached
with the Communications Workers of America.

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


W.R. GRACE: Judge Wolin Nixes PD Committee's Bar Date Appeal
------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants of
W. R. Grace & Co., and its debtor-affiliates turned to Judge
Wolin for permission to appeal Judge Fitzgerald's Order imposing
the Asbestos Property Damage Claims Bar Date.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A.,
in Wilmington, Delaware, relates that these questions will be
presented upon appeal:

  (a) Whether the Bankruptcy Court erred in issuing the Bar Date
      Order in light of the fact that no bar date order has been
      issued in respect of other asbestos claimants; and

  (b) Whether the PD Proof of Claim Form exceeds permissible
      bounds.

The PD Committee seeks an order vacating the Bar Date Order:

  (a) to the extent that it imposes a bar date on PD Claimants
      before the determination by the District Court of whether
      a bar date will be required for all asbestos claimants;
      and

  (b) to the extent that it requires the PD Proof of Claim Form.

Final orders of a bankruptcy court are subject to mandatory
review.  Interlocutory orders, however, are subject to the
discretion of the federal district court and may be heard "with
leave of court".  Rule 8003 of the Federal Rules of Bankruptcy
Procedure sets forth the manner in which a putative appellant
can file a motion for leave to appeal.

Neither the Bankruptcy Code nor the Bankruptcy Rules set forth
the applicable standard for leave to appeal an interlocutory
order by a federal district court.  Some courts look to Section
1292(b) of the Judiciary Code -- the statute governing appeals
from the district courts to the courts of appeals -- for
guidance.  Section 1292(b) permits appeal where the
interlocutory order "involves a controlling question of law as
to which there is a substantial ground for difference of opinion
and that an immediate appeal from the order may materially
advance the ultimate termination of the litigation."

Mr. Tacconelli concludes that the Bar Date Order meets the
requirements of Section 1292(b).  By imposing a bar date on PD
Claimants, without a corresponding bar date applicable to other
asbestos claimants, the Bar Date Order treats PD Claimants
differently than other asbestos claimants by subjecting their
claims to a rigorous proof of claim process within an
inordinately short period of time to file proofs of claim while
the claims of PI Claimants are subject of mere conjecture.  As a
consequence, PI Claimants may attain economic advantage by the
sheer size of the speculated value of their claims.  There is no
justification for this disparate treatment, Mr. Tacconelli
notes. To the extent that a bar date is not required of other
asbestos claimants, it should not be imposed upon PD Claimants.

The Bar Date Order is also subject to interlocutory appeal as
the PD Proof of Claim Form required by the Order impermissibly
exceeds the requirements of applicable law.  The PD Proof of
Claim Form is overly burdensome, unduly complex and designed
solely to support the Debtors' stated objections to all PD
Claims.  Contrary to the purpose of Official Form 10, which is
to facilitate the filing of claims, the PD Proof of Claim Form
may likely have the opposite result and discourage the filing of
PD Claims.

                         *     *     *

Judge Wolin denies the PD Committee's Motion to pursue an
interlocutory appeal in its entirety.

Judge Wolin explains that the establishment of a bar date assist
the Court and all parties to properly identify claims and make
some reasonable evaluation of the amount of the claims.  While
general principles are easily enunciated, their application in
the context of mass tort asbestos matters must necessarily be
flexible.  These Chapter 11 cases present a myriad of divergent
claims, which cannot be dealt with in an identical fashion.
Judge Wolin notes that "one size does not fit all" in these
matters.  Recognizing the multiple issues arising from the
diverse types of claims before them, courts have frequently
established multiple bar dates.  Different bar dates for
different claims, absent identifiable immediate prejudice, do
not rise to the level of exceptional circumstances supporting an
interlocutory appeal.

The fact that the PD Committee seeks leave to appeal only some
portions of the Bar Date Order "further undermines the Movants'
claim that different bar dates for different claims is per se
prejudicial.  Given the nature of these proceedings and the
necessity to deal with the challenge of asbestos liability in an
efficient and equitable manner, Judge Wolin holds that the PD
Committee has failed to establish a deviation from controlling
principles of law or exceptional circumstances necessary to
warrant leave to appeal.

As to the proof of claim issue, Judge Wolin admits that the
Bankruptcy Judge cannot know what proofs lie in the PD
Claimants' files, but must make an informed judgment as to what
is necessary to evaluate a particular type of claim.  Judge
Wolin relates that, "slavish adherence to Official Form 10 is
not required". In the context of ongoing mass tort bankruptcy
matters, flexibility in proof of claim forms has been the rule -
- not the exception.

Thus, Judge Wolin says, given the nature of the issues before
the Bankruptcy Court, Judge Fitzgerald's approval of the proof
of claim form "does not constitute a deviation from controlling
principles of law or exceptional circumstances warranting leave
to appeal". (W.R. Grace Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Judge Bodoh to Review Exclusivity Tomorrow
---------------------------------------------------------------
In an Agreed Order between Pittsburgh-Canfield Corporation and
its affiliated debtors, the Official Committee of Unsecured
Noteholders and the Official Committee of Unsecured Trade
Creditors, stipulate and agree that:

    1. The period within which the Debtors may exclusively
       file a plan of reorganization is extended to and
       including August 30, 2002;

    2. The period in which the Debtors may solicit
       acceptances of the plan of reorganization is extended,
       to and including October 29, 2002;

    3. The time period for the Official Committees to file
       any objection, further objection or other response to
       the Motion is continued to and including 4:00 p.m. on
       August 26, 2002; and

    4. The hearing on the motion and objection is continued
       on August 29, 2002 at 10:30 a.m.

Judge Bodoh puts his stamp of approval on the parties' Agreed
Order and will consider whether a further extension of the
Debtors' exclusive period is warranted tomorrow morning in
Youngstown. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COMMS: Court Okays Blackstone as Debtors' Fin'l Advisor
----------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
obtained permission from the Court to retain and employ The
Blackstone Group, L.P., as their financial advisor in these
Chapter 11 cases nunc pro tunc to the Petition Date.  The
retention is pursuant to the letter and indemnification
agreements, dated June 3, 2002, between the Debtors and
Blackstone.

With the Court's approval, Blackstone will continue to provide
these professional services to the Debtors:

A. Assist in the evaluation of the Company's businesses and
   prospects;

B. Assist in revising and updating the Company's long-term
   business plan and related financial projections;

C. Assist in raising additional capital to consummate a plan of
   reorganization for the purpose of implementing a
   Restructuring;

D. Assist in the development of financial data and presentations
   to the Company's Board of Directors and holders of the
   Company's obligations;

E. Meet, at the Company's request, with the Company's Board of
   Directors to discuss the Restructuring and its financial
   implications;

F. Analyze various restructuring scenarios and the potential
   impact of these scenarios on the Company;

G. Prepare all necessary valuation analyses in connection with
   confirmation of a plan of reorganization for the Debtors;

H. Provide testimony in the Chapter 11 case;

I. Provide strategic advice with regard to restructuring of the
   Company's Obligations and consummation of a plan of
   reorganization; and,

J. Provide other advisory services as are customarily provided
   in connection with the analysis and negotiation of a
   Restructuring, as requested and mutually agreed.

Blackstone will be compensated according to this fee structure:

A. until the earlier of consummation of the Plan and a
   termination of the Letter Agreement, a monthly advisory fee
   in the amount of $200,000. The first two Monthly Fees are
   payable upon execution of the Letter Agreement by both
   parties for the months of May and June 2002, and additional
   installments of the Monthly Fee are payable in advance on the
   first day of each month;

B. a Capital fee of $6,000,000 as payment for raising additional
   material capital to consummate the Plan on terms approved by
   Williams Communications Group's (WCG) Board of Directors, and
   consistent with implementing the Qualifying Investment
   agreement, dated April 19, 2002, among WCG, Williams
   Communications LLC (WCL) and certain of WCG's note holders
   and certain of WCL's lenders.  The Capital Fee is due and
   payable upon the earliest of:

   a. execution of a binding commitment, subject to customary
      conditions and termination events, between the Company and
      the investor;

   b. receipt of consent from the Required Lenders for payment
      of the Capital Fee; and,

   c. consummation of the Plan;

C. a Restructuring Fee of $12,000,000 due and payable upon
   consummation of the Plan.  It is understood that, if no
   Capital Fee is payable, but a Plan of Reorganization is still
   consummated, Blackstone will be entitled to receive only 50%
   of the Restructuring Fee upon consummation of the Plan.  The
   Capital Fee and Restructuring Fee will be paid in cash
   promptly when due; and,

D. reimbursement of all necessary and reasonable out-of-pocket
   expenses incurred in connection with this engagement.

Additionally, Mr. Schubert identifies Blackstone's professionals
who will be responsible for providing professional services to
the Debtors: Timothy Coleman, Senior Managing Director; Michael
Hoffman, Senior Managing Director; Elias Dokas, Vice President;
Shervin Korangy, Vice President; Mark Buschmann, Associate;
Rakesh Chawla, Associate; Erica Tsai, Analyst; and Birche
Fishback, Analyst. (Williams Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Williams Communications Group Inc.'s 10.875% bonds due 2009
(WCGR09USR1), DebtTraders says, are trading at about 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCGR09USR1
for real-time bond pricing.


WORLDCOM INC: Signing-Up JA&A Services as Crisis Managers
---------------------------------------------------------
Worldcom Inc., and debtor-affiliates seek the Court's authority
to employ and retain JA&A Services LLC as Crisis Managers, nunc
pro tunc to July 28, 2002.

WorldCom Senior Vice President Susan Mayer relates that pursuant
to an Engagement Letter dated July 28, 2002, JA&A Services
agreed to provide certain temporary staff to assist the Debtors
in their restructuring process.  Pursuant to the terms of the
Engagement Letter, JA&A Services' staff assumed certain
management positions of the Debtors' business.  John S. Dubel
serves as the Debtors' Chief Financial Officer while Gregory F.
Rayburn serves as the Debtors' Chief Restructuring Officer.  
Working collaboratively with the senior management team, the
Board of Directors and other Company professionals, Messrs.
Dubel and Rayburn will assist the Company in evaluating and
implementing strategic and tactical options through the
restructuring process.

In addition to the CFO and CRO, JA&A Services will provide
additional Temporary Staff as needed.  Ms. Mayers assures the
Court that that the Debtors will only enlist the services of
additional Temporary Staff after consulting with and obtaining
the approval of the Company's Chief Executive Officer.  The
Temporary Staff is expected to:

A. assist in managing the "working group" professionals who are
   assisting the Company in the reorganization process or who
   are working for the Company's various stakeholders to improve
   coordination of their effort and individual work product to
   be consistent with the Company's overall restructuring goals;

B. work with the senior management team, the Board of Directors
   and other Company professionals to further identify and
   implement both short-term as well as long-term liquidity
   generating initiatives;

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

D. assist management with the development of the Company's
   revised business plan, and any other related forecasts as may
   be required by lenders in connection with negotiations or by
   the Company for other corporate purposes;

E. assist in communication and negotiation with outside
   constituents including the lenders and its advisors; and

F. assist with any other matters as may be requested that fall
   within JA&A Services' expertise and that are mutually
   agreeable.

Under the terms of an Engagement Letter, JA&A Services will be
compensated for its services at these hourly rates:

          Principals                      $520 - 640
          Senior Associates                395 - 495
          Associates                       285 - 385
          Accountants & Consultants        210 - 280
          Analysts                         125 - 185

JA&A Services' professionals, who will be primarily engaged in
these cases, and their corresponding hourly rates are:

    John S. Dubel (Chief Financial Officer)         $590
    Greg Rayburn (Chief Restructuring Officer)      $590

The Debtors have also agreed to pay a $750,000 retainer to JA&A
Services to secure performance under the Engagement Letter.

The Debtors acknowledge that the hourly fees do not adequately
compensate JA&A Services for the value added by its services as
crisis managers to the Debtors.  Ms. Mayer tells the Court that
the Debtors and JA&A Services have agreed to negotiate in good
faith over the next 60 days to develop the specific criteria for
determining the value added by JA&A Services and the appropriate
amount of an incentive bonus or success fee that would reflect
this additional value.  Both parties consider this Additional
Fee to be an integral part of JA&A Services compensation, but
acknowledge that the Additional Fee is subject to Court approval
when earned.  The Additional Fee will be equal to $7,000,000 and
will be payable upon the emergence of the Debtors from
bankruptcy.

JA&A Services employees serving as the Debtors' officers will be
entitled to receive whatever indemnities are made available,
during the term of the engagement, to other officers, whether
under the by-laws, certificates of incorporation, applicable
corporation laws, or contractual agreements of general
applicability to the Debtors' officers.

According to JA&A Services Principal John F. Dubel, JA&A
Services' affiliate -- AlixPartners LLC, has a wealth of
experience in providing crisis management services to
financially troubled organizations.  For more than 20 years,
AlixPartners and its predecessor entities have provided interim
management and advisory services to companies experiencing
financial difficulties.  AlixPartners and JA&A Services have
recently provided interim management services in a number of
large and mid-size bankruptcy restructurings including In re
Forstmann & Company, Inc., In re Maidenform Worldwide, Inc., In
re Kmart Corporation, et al., and In re Exide Technologies, et
al.

AlixPartners' experience carries over to JAS because many
AlixPartners' professionals will be providing services to JA&A
Services.

Mr. Dubel has 20 years experience providing turnaround, crisis
management and restructuring services in telecom and high tech,
travel, retail and apparel, manufacturing, publishing, financial
services and oil and gas industries.  Prior to joining
AlixPartners, Mr. Dubel operated his own turnaround firm where
he served as the Chief Restructuring Officer and Chief Operating
Officer at CellNet Data Systems, Inc., the leading provider of
data and information management services in the telemetry
industry and the fourth largest domestic wireless carrier based
on subscriber endpoints, where he steered the company through
its crisis culminating in a prearranged Chapter 11 sale.  Prior
to that, Mr. Dubel was the Chief Financial Officer and Executive
Committee member of Barney's New York, a family owned luxury
retail store group, during its Chapter 11 proceedings.  Mr.
Dubel was also the CFO of The Leslie Fay Companies, providing
turnaround and crisis management after their fraud announcement
and subsequent bankruptcy.  Prior to the formation of his own
company, Mr. Dubel was a partner at a Big 5 firm and was a
founding member of their Corporate Recovery Services practice,
where he provided restructuring services to Walter Industries,
Revco Drug Stores and served as the UK Administrator's U.S.
representative for Robert Maxwell's private companies.  Mr.
Dubel is a past board member and officer of the Association of
Insolvency and Reorganization Advisors, and is a member of the
Turnaround Management Association and the American Bankruptcy
Institute.

Gregory F. Rayburn, a principal with AlixPartners, is a
multitalented senior executive with experience in crisis
management, operations, financial analysis, mergers and
acquisitions, and valuations.  Most recently, Mr. Rayburn served
as the CEO of Sunterra Corporation, the world's largest vacation
ownership company, wherein he achieved an outcome far exceeding
expectations by returning significantly more value than
anticipated as of the date he was first appointed CEO.  Mr.
Rayburn is the former president and co-founder of The Capstone
Group, a private investment partnership managing the assets of
partners and outside investors, and was a former partner with
Arthur Andersen's Corporate Recovery Services practice in New
York.  Other client assignments of Mr. Rayburn include advising
the Chairman and CEO of the largest U.S. manufacturer of metal
buildings on a successful out-of-court restructuring of secured,
mezzanine and subordinated debt. Mr. Rayburn was also advisor to
the Chairman and CEO of a company with multiple business lines
through their strategic restructuring to streamline operations
and better focus resources on core competencies.  Mr. Rayburn
holds both Bachelor's and Master's degrees in business, is a
Certified Public Accountant, Certified Fraud Examiner, and
member of the Turnaround Management Association, the American
Institute of Certified Public Accountants, and the American
Bankruptcy Institute.

Mr. Dubel assures the Court that neither AlixPartners and JA&A
Services, nor any of their principals, employees, agents or
affiliates, have any connection with the Debtors, their
creditors, the U.S. Trustee or any other party with an actual or
potential interest in these chapter 11 cases or their respective
attorneys or accountants.  However, JA&A Services currently
represents in matters unrelated to these cases several parties-
in-interests including: ABN Amro, Accenture, American Airlines,
American Express, Ameritech, Arthur Andersen, Asia Global
Crossing, AT&T, Bank of America, Bank of New York, Barclay's
Capital, Bank of Nova Scotia, Bank of Tokyo, Bank One, Bear
Sterns, BellSouth Corp., Blaylock & Partners LP, BNP Paribas,
Boston Safe Deposit, Broadwing, Brown Brothers Harriman, BT Alex
Brown, Cerberus Capital Management LP, Charles Schwab, CIBC
World Markets, Cisco Systems, Citibank, Salomon Smith Barney,
Citizens Communications, Concert, Credit Lyonnais, Credit Suisse
First Boston, Daimler Chrysler, Dana Commercial Credit, Deloitte
Consulting, Deutsche Bank AG, Donaldson Lufkin Jenrette, EDS,
Equity Office Properties, Ernst & Young, FCC, First Union,
Firstar Bank, Fleet National Bank, FPL Investments Inc., FUNB,
Goldman Sachs, Hewlett Packard & Compaq Computer, Ingalls &
Snyder, International Brotherhood of Teamsters, Investors Bank &
Trust, John Hancock Life Insurance, JP Morgan Chase, KPMG,
LaSalle Bank, Legg Mason Wood Walker, Lehman Brothers, Marconi
Telegraph Cable Co., MCI, Mellon Bank, Metromedia Fiber Network
Services, Metropolitan Life Insurance, MFS Telecom, Mizuho
Holdings, MobileComm, Morgan Stanley Dean Witter, Motorola,
National Financial Services, NationsBank Montgomery Services and
NationsBank of Texas, New York Life Investment Management LLC,
News Corporation, Northern Trust, NYNEX, PNC Bank, PwC,
Prudential Insurance Company, Qwest Communications, Robertson
Stephens International, Salomon Brothers, SG Cowen Securities,
Shared technologies, SkyTel, Southwestern Bell, Spear Leeds &
Kellogg, Sprint Corp., State Street Bank & Trust Co., TUSA, UBS,
UMB Bank, United States Trust Co., Utendahl Capital Partners LP,
Verizon, Weil Gotshal & Manges LLP, Wells Fargo Bank,
Westdeutsche Landesbank Girozentrale, Western Union
International, and Wilmington Trust Company. (Worldcom
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USA1), DebtTraders
reports, are trading at 22.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1
for real-time bond pricing.


XO COMMS: Judge Gonzalez Approves Houlihan Lokey's Employment
-------------------------------------------------------------
XO Communications, Inc., its debtor-affiliates, the Committee
and the Senior Secured Lenders stipulate and agree that the
terms of the Engagement Letter are modified:

(a) In the event that Plan A, that is, the transactions
    contemplated by the Investment Agreement as currently
    written and without material amendment or waiver, is
    confirmed and is successfully consummated, Houlihan Lokey
    will be entitled to a Transaction Fee of $20 million (after
    crediting against this Transaction Fee any Monthly Fees
    Houlihan has received from the Debtor beginning with the
    payment of the Monthly Fee due on March 15, 2002);

(b) In the event that Plan B is confirmed and successfully
    consummated, the amount of Houlihan Lokey's Transaction Fee
    shall be determined by the Court at the hearing that is
    scheduled for August 26, 2002, provided that, the Debtor,
    the Committee and the Senior Secured Lenders reserve all
    rights with respect to the amount and terms of the
    Transaction Fee; and

(c) Houlihan Lokey shall be entitled to its Monthly Fee during
    the pendency of this case, subject to subparagraph (a).

Judge Gonzalez so ordered the Stipulation and issued a Final
Order approving the employment, with the Engagement Letter
modified as stipulated.

                         *    *    *

Pursuant to the terms of an Engagement Letter, Houlihan Lokey
will:

(1) Advise the Debtor generally as to effecting a material
    change to the Debtor's outstanding balance sheet and/or
    effect material changes to any of the Debtor's outstanding
    redeemable preferred stock each as of the date of the
    Engagement Letter through (i) an exchange offer; (ii)
    merger, consolidation, reorganization, recapitalization or
    sale of all or substantially all of the Debtor's assets; or
    (iii) any other transaction in which the requisite consents
    to a reorganization or restructuring are obtained;

(2) Advise the Debtor of available capital restructuring and
    financing alternatives, and assist the Debtor with the
    design of Transaction structures and any debt and equity
    securities to be issued in connection with a Transaction;

(3) Assist the Debtor in its discussions with lenders,
    bondholders and other interested parties regarding the
    Debtor's operations and prospects and any Transaction;

(4) Assist the Debtor in valuing the Debtor and/or, as
    appropriate, valuing the Debtor's assets or operations;
    provided that any real estate or fixed asset appraisals
    needed would be executed by outside appraisers;

(5) Provide expert advise and testimony relating to financial
    matters related to a Transaction, including the valuation
    of any securities issued in connection with a Transaction;

(6) Advise the Debtor as to potential mergers or acquisitions,
    and the sale or other disposition of any of the Debtor's
    assets or businesses;

(7) Advise the Debtor and act as placement agent, as to
    potential financings, either debt or equity, including
    debtor-in-possession financing, including raising the up to
    $200 million of secured financing and up to $250 million of
    equity as part of the potential standalone plan of
    reorganization;

(8) Assist the Debtor in preparing proposals to creditors,
    employees, shareholders and other parties-in-interest in
    connection with any Transaction;

(9) Assist the Debtor's management with presentations made to
    the Debtor's Board of Directors regarding potential
    transactions and/or other related issues; and

(10) Render such other financial advisory and investment banking
    services as may be mutually-agreed upon by Houlihan Lokey
    and the Debtor.

                          Houlihan's Fees

XO agrees to pay Houlihan Lokey:

(A) a $250,000 Monthly Fee, to be fully credited against any
    Transaction Fee.

(B) a Transaction Fee, capped at $20 million, equal to the sum
    of:

    (i) .40% of XO's debt (excluding the Senior Credit
    Facility) and the liquidation preference of XO's Preferred
    Stock(with certain exclusions) up to $2,000,000,000 that is
    restructured, modified, amended, forgiven or otherwise
    compromised, plus

    (ii) .60% of the outstanding balance of XO's debt
    (excluding the Senior Credit Facility) in excess of
    $2,000,000,000 that is restructured, modified, amended,
    forgiven or otherwise compromised, plus

    (iii) .10% of the outstanding balance of XO's debt under
    the Senior Credit Facility that is restructured, modified,
    amended, forgiven or otherwise compromised.

(C) Reimbursement of Expenses, up to $250,000.

(D) Tail Period.

    Notwithstanding any termination of the Engagement Letter,
    Houlihan Lokey shall be entitled to full payment, in cash,
    of the Transaction Fees so long as a Transaction is
    consummated that (a) incorporates significant and unique
    elements of a structure proposed or designed by Houlihan
    Lokey, or (b) in the case of any Transaction involving a
    merger with or acquisition by an Acquirer with whom
    Houlihan Lokey had contact on behalf of the Company during
    the term of the Engagement Letter within six months after
    the termination of the Engagement Letter (the six month
    period being referred to herein as the Tail Period).

    However, if the Engagement Letter is terminated by the
    Company based on its good faith determination that Houlihan
    Lokey is not performing the services contemplated by the
    Engagement Letter in a manner that is satisfactory to the
    Company and, following such termination, the Company
    retains one or more other financial advisors to provide
    advisory services in connection with the Transaction, the
    Transaction Fee shall be reduced by an amount equal to the
    amount of the fees payable to such other financial
    advisor(s). All fees due and payable in accordance with
    this subparagraph shall be in addition to those other fees
    payable under the Engagement Letter.

(E) Indemnification.

    The Engagement Letter also provides for the Debtor and its
    affiliates to indemnify Houlihan Lokey: To the fullest
    extent lawful, from and against any and all losses, claims,
    damages or liabilities (or actions in respect thereof),
    joint or several, arising out of or related to the
    Engagement Letter, any actions taken or omitted to be taken
    by an Indemnified Party (as defined in the Engagement
    Letter), or any Transaction or proposed Transaction
    contemplated thereby.

    In addition, the Debtor agrees to reimburse the Indemnified
    Parties for any legal or other expenses reasonably incurred
    by them in respect thereof at the time such expenses are
    incurred; provided, however, the Debtor shall not be liable
    for any loss, claim, damage or liability which is finally
    judicially determined to have resulted primarily from the
    bad faith, self dealing, breach of fiduciary duty, if any,
    willful misconduct or gross negligence of any Indemnified
    Party.

    The Debtor or its estate shall not effect any settlement or
    release from liability in connection with any matter for
    which an Indemnified Party would be entitled to
    indemnification from the Debtor or its estate, unless such
    settlement or release contains a release of the Indemnified
    Parties reasonably satisfactory in form and substance to
    Houlihan Lokey. The Debtor and/or its estate shall not be
    required to indemnify any Indemnified Party for any amount
    paid or payable by such party in the settlement or
    compromise of any claim or action without the Debtor's
    prior written consent.

Because Houlihan Lokey will be compensated on a fixed monthly
fee and certain transaction fees, Houlihan Lokey will not be
required to file time records in accordance with the United
States Trustee Guidelines.  Rather, Houlihan will provide weekly
descriptions of those services provided on behalf of the Debtor,
the approximate time expended in providing those services and
the individuals who provided professional services on behalf of
the Debtor. (XO Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


XO COMMS: New York Court Confirms Plan of Reorganization
--------------------------------------------------------
XO Communications, Inc., (OTCBB:XOXOE) announced that the U.S.
Bankruptcy Court for the Southern District of New York has
confirmed a plan of reorganization that provides for the
implementation of the previously announced investment by
Forstmann Little & Co., and Telefonos de Mexico, S.A. de C.V.

XO will now continue to pursue the fulfillment of the closing
conditions associated with that investment transaction.

In addition to the Forstmann Little/TELMEX plan, which the Court
confirmed yesterday, XO's plan of reorganization also includes a
stand-alone contingency plan which it plans to implement in the
event the transactions contemplated by the Forstmann
Little/TELMEX investment agreement fail to close for any reason.

Forstmann Little and TELMEX have advised XO that they believe
that it is virtually impossible that all the conditions to
closing under the investment agreement will be met and advised
XO that they will not waive any conditions under that agreement.

XO does not believe that Forstmann Little or TELMEX have a right
to terminate the investment agreement at this time and, although
not free from doubt, XO believes that the conditions to the
Investors' obligations under the agreement can be satisfied.

XO Communications is one of the nation's fastest growing
providers of broadband communications services offering a
complete set of communications services, including: local and
long distance voice, Internet access, Virtual Private
Networking, Ethernet, Wavelength, Web Hosting and Integrated
voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in 65 markets throughout the United
States.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

A list of Meetings, Conferences and Seminars appears in each  
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to  
conferences@bankrupt.com.  

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.  

For copies of court documents filed in the District of Delaware,  
please contact Vito at Parcels, Inc., at 302-658-9911. For  
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &  
Consulting at 207/791-2852.
                  
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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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