TCR_Public/020423.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 23, 2002, Vol. 6, No. 79

                           Headlines

ACCUHEALTH: Abandons Chapter 11 Reorganization & Converts to 7
ADELPHIA BUSINESS: Gets Okay to Pay Prepetition Sales & Use Tax
ADELPHIA COMM: Nasdaq Trading Continues Pending Panel's Decision
ALARIS MEDICAL: Annual Shareholders' Meeting Set for May 22
AMERICA WEST: Parent's First Quarter Net Loss Tops $47.6 Million

AMERIRESOURCE: Auditors Raise Going Concern Doubts
APPLIED DIGITAL: Taps Grant Thornton as Independent Auditors
ARKANSAS BEST: Working Capital Deficit Tops $10MM at March 31
ARMSTRONG: AWI Has Until Nov. 8 to Make Lease-Related Decisions
BEA CBO: Fitch Downgrades Several Notes Ratings to Junk Level

BURKE INDUSTRIES: Esterline Pitches Winning Bid for Assets
BURLINGTON INDUSTRIES: Wants to Assume 2 Trademark License Pacts
CANADIAN IMPERIAL: Creditors Endorse Debt Restructuring Plan
CASUAL MALE: Wins Approval to Stretch Exclusivity to August 26
CLARION COMMERCIAL: Will File Dissolution Articles with MD State

COASTCAST: Submits Business Plan to NYSE for Listing Compliance
COLONIAL COMMERCIAL: Fails to Meet Nasdaq Listing Requirements
CORRECTIONS CORP: Seeking Consents to Amend 12% Notes' Indenture
COVANTA ENERGY: Wants Schedule Filing Deadline Moved to May 31
EES SERVICE HOLDINGS: Voluntary Chapter 11 Case Summary

EAST COAST: Ceases Operations & Files Assignment in Bankruptcy
ELDORADO GOLD: Restates Audited Fin'l Statements for 2000 & 2001
ENRON CORP: Wins Nod to Hire PricewaterhouseCoopers as Advisors
ENRON: Jeff McMahon Will Step Down as President and COO June 1
ENRON: Azurix Extends Consent Payment Deadline on Dollar Notes

ETHYL CORP: Schedules Annual Shareholders' Meeting for June 4
EXIDE TECHNOLOGIES: Asks Court to Approve Key Employee Program
FEDERAL-MOGUL CORPORATION: Extends Leadership Transition Period
FLAG TELECOM: Wants Permission to Commence Bermuda Proceedings
FLAG TELECOM: Fails to Comply with Nasdaq Listing Requirements

GLOBAL CROSSING: Intends to Assume CEO Legere Employment Pact
GRAPES COMMS: Court Sets Confirmation Hearing for May 22, 2002
HMG WORLDWIDE: Gets Nod to Retain Robinson Silverman as Counsel
HUBBARD: Appoints KMPG as Trustee Under BIA Proposal in Canada
IFR SYSTEMS: Aeroflex Commences Tender Offer for All IFR Shares

INTEGRATED HEALTH: Rejecting One and Assuming Nine THCI Leases
INTEGRATED TELECOM: Board Approves Plan of Complete Liquidation
INTERDENT INC: Banks Agree to Waive All Loan Covenant Defaults
INT'L FIBERCOM: TenX Capital Takes Over Assets & Certain Debts
JOBS.COM: TMP Acquires Debtors' URL & Trademark for $800,000

JUNIPER CBO: Fitch Places Low B & Junk Ratings On Watch Negative
KAISER ALUMINUM: Asks Court to Bar Maxxam from Stock Disposition
KMART CORP: US Trustee Amends Institutional Committee Membership
L90 INC: Faces Nasdaq Delisting due to Requirement Noncompliance
LEAPFROG SMART: Florida Unit Files for Chapter 11 Reorganization

MAIL-WELL INC: Posts $21.6 Million Net Loss for March Quarter
METALS USA: Court Fixes July 8, 2002 as General Claims Bar Date
NATIONSRENT: GE Capital Wants Prompt Postpetition Rent Payment
OMEGA HEALTHCARE: Annual Shareholders' Meeting Set for May 30
ON SEMICONDUCTOR: Reaches Pact to Amend Senior Bank Facilities

PACIFIC GAS: Conditions to Confirmation of CPUC's Alternate Plan
PHAR-MOR: Committee Brings-In Ernst & Young for Financial Advice
PINNACLE HOLDINGS: Forbearance on Sr. Credit Facility Expires
POLAROID: Sale Pact Promises One Equity $6 Million Break-Up Fee
POLYMER GROUP: Working Capital Deficit Tops $872MM at Dec. 29

PRIMUS TELECOMMS: Expects to Report Positive EBITDA for Q1 2002
PROPRIETARY INDUSTRIES: Unit Files for CCAA Protection in Canada
SAFETY-KLEEN: Court Approves Claim Objection Settlement Protocol
SPIEGEL GROUP: Continuing Debt Workout Talks with Bank Group
STERLING CHEMICALS: Tapping Innisfree as Special Noticing Agent

TRANS ENERGY: HJ & Associates Issues Going Concern Opinion
URANIUM RESOURCES: Delivers Registration Statement to SEC
VECTOUR: Looks for Extension to Aug. 12 to Decide on Leases
W.R. GRACE: Pushing for Sale of Dragon Leases to Atlantic Boston
WHEELING-PITTSBURGH: Wants to Expand General Realty's Engagement

WINSTAR COMMS: Asks Court to Compel ComDais.com to Pay $1.7MM

* Chanin Capital Appoints William Pearson as Senior Advisor
* What Happens if a Securitization Servicer Files for Bankruptcy

                           *********

ACCUHEALTH: Abandons Chapter 11 Reorganization & Converts to 7
--------------------------------------------------------------
Accuhealth, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
convert these chapter 11 cases to chapter 7 liquidation
proceedings under the Bankruptcy Code.  Additionally, the
Debtors ask for authority to abandon their receivables and
causes of action to Rosenthal & Rosenthal, Inc.

The Debtors have liquidated substantially all of their assets
and all of the proceeds of the liquidation have been turned over
to Rosenthal in accordance with the Cash Collateral Order. The
Debtors disclose that the proceeds of the liquidation are
insufficient to satisfy the Rosenthal Claim. The Debtors
determine that they will be unable to effectuate any plan and
the continuation of their chapter 11 cases serves no useful
purpose.

The Debtors add that Rosenthal advised them that it is no longer
willing to fund the liquidation of the estates under Chapter 11,
which leaves them with no alternative but a conversion to
Chapter 7. "Conversion of the Cases will ensure that a trustee
is appointed to investigate whether any other assets may be
available for other creditors and to otherwise fully administer
these estates in accordance with the Bankruptcy Code," the
Debtors point out.

Since the Secured Claim will not be satisfied by the proceeds of
the liquidation, the Debtors want to abandon, pursuant to
section 554(a) of the Bankruptcy Code, the Receivables to
Rosenthal on account of the Lien as the estates do not have any
interest in these Receivables.

Accuhealth, Inc. for many years prior to the Petition Date, were
engaged in the business of providing home health care services
in the New York metropolitan area.  The Company filed for
Chapter 11 petition on August 10, 2001 in the U.S. Bankruptcy
Court for the Southern District of New York. When the Debtors
filed for protection from their creditors, they listed total
assets of $1,850,000 and estimated debts of approximately
$22,545,000.


ADELPHIA BUSINESS: Gets Okay to Pay Prepetition Sales & Use Tax
---------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
sought and obtained authority to pay any pre-petition Taxes owed
to the Taxing Authorities in the ordinary course of business on
an un-accelerated basis, as such payments become due and
payable. To the extent that the Checks have not cleared as of
the Commencement Date, the Court also authorizes the Debtors'
banks to honor the Checks. To the extent that the Taxing
Authorities have not received payment for pre-petition Taxes
due, the Debtors are also authorized to issue replacement
checks, or to provide other means of payment to the Taxing
Authorities. They are authorized to pay all outstanding pre-
petition Taxes due as of the Commencement Date, which amounts
may not be due and owing until after the Commencement Date.

According to Harvey R. Miller, Esq., at Weil Gotshal & Manges
LLP in New York, New York, in connection with the normal
operation of their businesses, the Debtors collect sales and use
taxes on behalf of various state and local taxing authorities
for payment to such Taxing Authorities. The process by which the
Debtors remit the Taxes varies depending on the nature of the
Tax at issue and the Taxing Authority to which it is to be paid.

In the ordinary course of their businesses, Mr. Miller relates
that the Debtors collect sales taxes from the purchasers of
their communications services on a per sale basis and remit them
periodically to the applicable Taxing Authorities. Sales taxes
accrue as services are provided and are calculated based upon a
statutory percentage of the sale price. For the most part, sales
taxes are paid in arrears, ordinarily on a monthly basis, during
the month that follows the month in which the taxes were
incurred. For some jurisdictions, the taxes are paid on a
quarterly basis so that the taxes are paid in the month
subsequent to the quarter in which the taxes were incurred. Mr.
Miller states that some jurisdictions, however, require the
Debtors to remit estimated sales taxes on a monthly or quarterly
basis. The Taxing Authority subsequently "true up" the estimated
payment to actual liability to determine any payment deficiency
or surplus for the applicable period and an appropriate refund
or payment is then made.

Mr. Miller submits that the Debtors also are obligated to remit
use taxes on a periodic basis to the applicable Taxing
Authorities. The Debtors incur use taxes in connection with
purchase of taxable equipment and supplies for their own use, in
circumstances where the vendor of such equipment and supplies
failed to collect a sales tax from the Debtors. Generally, the
Debtors remit the use taxes to the relevant Taxing Authorities
on the same basis as they remit sales taxes.

For the month of February 2002, Mr. Miller informs the Court
that the Debtors collected approximately $1,034,800 in sales
taxes on behalf of the Taxing Authorities.  Substantially all
these sales taxes were paid prior to the Commencement Date.
However, the balance of the February sales taxes, which is
approximately $450, remains outstanding and approximately $392
in sales taxes, which accrued during the month of January, has
not been paid. Certain Taxing Authorities who were not paid by
wire transfer were sent checks beginning on March 15, 2002, and
may not have cleared as of the Commencement Date in respect of
the February sales tax amounting to $765,900. Mr. Miller adds
that approximately $29,500 in use taxes accrued during the month
of February, which as of the Commencement Date, have not yet
been paid. Lastly, approximately $630 in use taxes accrued
during the month of January and, as of the Commencement Date,
have not been paid.

Mr. Miller contends that the Debtors do not have any equitable
interest in such Taxes and should be permitted to pay these
Taxes to the Taxing Authorities, as they become due. Sales and
use taxes are afforded priority status under Section 507(a)(8)
of the Bankruptcy Code and, therefore, must be paid in full
before any general unsecured obligations of a debtor may be
satisfied. Accordingly, to the extent that the Debtors are
successful in confirming a plan of reorganization, the relief
will only affect the timing of the payment of pre-petition Taxes
and will not prejudice the rights of any other creditors or
parties in interest.

Moreover, Mr. Miller points out that many state statutes,
including those of certain of the states in which the Debtors
operate, hold officers and directors of collecting entities
personally liable for sales and use taxes owed by those
entities. To the extent that any Taxes remain unpaid by the
Debtors as of the Commencement Date, the Debtors' officers and
directors may be subject to lawsuits or criminal prosecution
during the pendency of these Chapter 11 cases. Any such lawsuit
or criminal prosecution (and the ensuing potential liability)
would distract the Debtors, their officers and directors from
their efforts to implement a successful reorganization strategy.
This is undesirable for all parties in interest in these Chapter
11 cases. (Adelphia Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMM: Nasdaq Trading Continues Pending Panel's Decision
----------------------------------------------------------------
Adelphia Communications Corporation (Nasdaq: ADLAE) has been
granted a hearing before the Nasdaq Listing Qualification Panel
to review the previously announced Nasdaq Staff Determination
letter received by the Company on April 17, 2002.  The hearing
has been scheduled for May 16, 2002.  Until the hearing takes
place and a listing decision is issued, the delisting action has
been stayed pending the Panel's determination.  Accordingly,
Adelphia continues to be listed and available for trading on the
Nasdaq National Market under the ticker symbol ADLAE.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country.

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1),
DebtTraders says, are quoted at a price of 91. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ALARIS MEDICAL: Annual Shareholders' Meeting Set for May 22
-----------------------------------------------------------
The Annual Meeting of Stockholders of ALARIS Medical, Inc. will
be held at the Harvard Club of New York, 27 West 44thStreet, New
York, New York at 10:00 a.m. on May 22, 2002 for the following
purposes:

      1. To elect six directors;

      2. To approve the Company's performance-based incentive
bonus plan;

      3. To approve an amendment to the Company's Non-Employee
Director Stock Option Plan;

      4. To ratify the appointment of PricewaterhouseCoopers LLP
as independent accountants for 2002; and

      5. To transact such other business as may properly come
before the meeting and all adjournments thereof.

The Board of Directors has fixed the close of business on April
1, 2002 as the record date for purposes of determining the
stockholders entitled to notice of, and to vote at, the meeting.

ALARIS manufactures products such as intravenous pumps to
control the flow of solutions, drugs, and nutritionals into
patients' circulatory systems; related accessories; and patient-
monitoring devices. ALARIS' balance sheet at December 31, 2001,
showed a total shareholders' equity deficit of about $46.7
million.


AMERICA WEST: Parent's First Quarter Net Loss Tops $47.6 Million
----------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
America West Airlines, Inc. and The Leisure Company, reported a
first quarter net loss of $47.6 million, excluding previously
announced special charges, the write-down of an equity
investment and the cumulative effect of a change in accounting
principle.  For the same period a year ago, America West
reported a net loss of $12.8 million.

Including the special charges, the investment write-down and the
effect of the accounting change, the company's net loss for the
quarter was $358.3 million.

As previously indicated in its 8-K filed March 20, 2002, America
West recognized approximately $60 million of pre-tax special
charges and a $272 million write-down of Excess Reorganization
Value (ERV) in the first quarter.  The $60 million of pre-tax
special charges include $39 million of value impairment for
owned aircraft and engines; $10 million of fleet restructuring
charges; $6 million of losses on the sale of aircraft; and
$5 million of fees related to restructuring activities.  In
addition, the company took a $3 million non-operating write-down
of an investment in an e-commerce entity.  The ERV write-down
results from the mandatory adoption of a new accounting standard
for intangible assets and was reflected as a cumulative effect
of a change in accounting principle.

"America West's first quarter results reflect the severe
economic downturn facing the airline industry," said W. Douglas
Parker, chairman and chief executive officer.  "Within this
environment, we are encouraged by our operational turnaround,
the gradual month-over-month improvements in our revenue
performance and the fact that our revenues continue to
outperform the industry on a year-over-year basis."

Operating revenues for the quarter were $460 million, down 21.6
percent from the same period in 2001.  Available seat miles
(ASMs) declined 13.9 percent due to a reduction in scheduled
flights after September 11 driven by reduced demand.  Revenue
passenger miles were 4.3 billion, down 12.7 percent from first
quarter 2001, consistent with the reduction in capacity.  The
airline's passenger load factor was a record 70.1 percent.

Passenger yields fell 9.5 percent to 10.25 cents due primarily
to an industry-wide decline in business travel.  The decrease in
yields caused passenger revenue per available seat mile (RASM)
to decline 8.2 percent to 7.19 cents.  This decline compares
favorably to the 13.3 and 17.7 percent drops in the third and
fourth quarter of 2001 and continues to be less than industry
average declines.  A new pricing structure introduced by America
West on March 24 had no material effect on the first quarter's
revenue performance.

Operating cost per available seat mile (CASM) for the first
quarter of 2002, excluding special charges, declined 0.8 percent
due in large part to a 32 percent drop in average fuel price.
Average fuel price excluding tax was 63.2 cents per gallon
versus 92.3 cents in the first quarter of 2001.  Holding fuel
price constant, CASM increased 4.4 percent.

America West continued its dramatic climb in operating
performance through the first quarter of 2002, earning the best
on-time performance among major airlines for the months of
January and February.  For the full quarter, as reported to the
Department of Transportation (DOT), 86.4 percent of America West
flights arrived on-time, compared with 68.7 percent in the same
quarter of 2000.  Completion factor increased to 99.3 percent
from 96.9 percent. Additionally, America West posted a 35
percent improvement in mishandled baggage.

As a result of the dramatic improvements, customer complaints to
the DOT have dropped 41 percent.

"Our employees pulled together to achieve a remarkable
operational turnaround during 2001 and have maintained this
tremendous progress into 2002," added Parker.

America West's cash balance at quarter-end was a record $421
million.  The company received approximately $390 million of
proceeds in January, net of closing costs and first-year
guarantee fees, from a government-backed loan. In the same
month, the company paid $58 million of excise taxes held from
late 2001 and made $72 million of Enhanced Equipment Trust
Certificate (EETC) aircraft rent payments.  America West's cash
flow during the quarter also included a $34 million federal tax
refund received in February.  In March, which is typically one
of America West's strongest cash flow months, the company
produced positive cash flow.

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines
is the nation's eighth largest carrier serving 88 destinations
in the U.S., Canada and Mexico.  The Leisure Company, also a
wholly owned subsidiary, is one of the nation's largest tour
packagers.


AMERIRESOURCE: Auditors Raise Going Concern Doubts
--------------------------------------------------
Clyde Bailey P.C., located in San Antonio, Texas, and the
independent auditor of AmeriResource Technologie, has stated in
its Auditors Report dated March 30, 2002 that the Company has
suffered recurring losses from operations and has an accumulated
deficit that raises substantial doubt about its ability to
continue as a going concern.

AmeriResource Technologies, Inc., a Delaware corporation, was
formerly known as KLH Engineering Group, Inc., which was
incorporated on March 3, 1989 to provide diversified engineering
services throughout the United States.  KLH Engineering changed
its name to AmeriResource Technologies, Inc. on July 16, 1996.
Although the Company's operations have historically consisted of
providing engineering and construction services, the Company
closed and/or sold off its engineering subsidiaries due to
continued losses in 1996.

             WEST TEXAS REAL ESTATE AND RESOURCES, INC.

Under a definitive agreement dated July 13, 2000, the Company
acquired West Texas Real Estate and Resources, Inc., a Texas
corporation, from LBI Properties, Inc. The Company acquired all
of the outstanding equity of WTRER in exchange for $1,700,000
secured by a promissory note with interest paid at a rate 7-1/2%
per annum.  The promissory note was secured by Fifty Two
Thousand Seven Hundred Fifty Two (52,752) shares of WTRER's
common stock, which constitutes the outstanding equity of WTRER
acquired by the Company under the Definitive Agreement. The
promissory note was paid in its entirety with Three Hundred
Thousand (300,000) shares of the Company's common stock during
the third quarter of 2000.

As a result of the acquisition of WTRER, the Company acquired an
oil, gas and mineral lease on approximately 800 acres in Pecos
County, Texas.  The lease is described by appraisers as "proved
undeveloped petroleum reserves that are recoverable from
additional wells yet to be drilled." Production from these
reserves will require the drilling of additional wells, the
deepening of existing wells or the installation of enhanced
recovery facilities. The Company intends to utilize all acquired
assets described in the manner they were previously used and
intends to continue the operations of all businesses acquired in
the same manner as prior to its acquisition.

                        JIM BUTLER PERFORMANCE

On September 26, 2001, the Company acquired Jim Butler
Performance, Inc. from Wasatch Business Investors, Inc. and
Covah, LLC in exchange for One Million (1,000,000) shares of the
Company's common stock with Seven Hundred Fifty Thousand
(750,000) shares being issued to Covah and the remaining Two
Hundred Fifty Thousand (250,000) shares being issued to WBI. The
primary operations of JBP consist of the manufacture and sale of
high-end specialty engines and parts for the racing industry.
The Company anticipates that the addition of Butler Performance
Parts could increase JBP's annual revenues to over $10,000,000
within the next three to five years.

                      PRIME ENTERPRISES 2001, LLC

On June 8, 2001, the Company acquired nine percent (9%) interest
in Prime Enterprises 2001, LLC, a Nevada limited liability
company.  Prime was formed by several other parties experienced
in the hospitality and restaurant industry to be a holding
company for the acquisition of restaurants, particularly in Las
Vegas, Nevada. Pursuant to the Acquisition Agreement, the
Company has the option of acquiring up to twenty percent (20%)
of Prime Enterprises.

Prime's sole acquisition has been of the Golden Steer Restaurant
which has been in business since 1958 and is one of the oldest
steak restaurants in Las Vegas. The restaurant has a unique
history of catering to celebrities such as Frank Sinatra, Dean
Martin, Sammy Davis Jr., Peter Lawford, Joey Bishop, Elvis
Presley and John Wayne.  The Company's portion of the purchase
price of The Golden Steer was 233,330 shares of its common
stock.  Prime continues to look for other acquisitions in the
restaurant industry in Las Vegas as well as outside the State of
Nevada.

                  THE TRAVEL AGENT'S HOTEL GUIDE, INC.

Effective December 14, 1998, the Company acquired The Travel
Agents Hotel Guide, Inc. in a stock purchase agreement with Gold
Coast Resources, Inc.  The Company was to receive all the
outstanding shares of TAHG in exchange for a convertible
debenture in the amount of $3,350,000.  Due to non-performance
of the Stock Purchase Agreement, the Company considers the
agreement to be void and canceled the debentures as of June 30,
2001.  All debt and accrued interest has been written off to
other income.

                         PHOENIX PARTNERS, LP

AmeriResource Technologie entered into a Letter of Intent dated
August 30, 2000 and a Joint Venture Agreement dated August 31,
2000 with Phoenix Leisure Holdings, LLC, a Delaware limited
liability company majority owned by Phoenix Partners, LP.
Pursuant to these agreements, Phoenix and PLH agreed to allow
the Company to participate in acquisitions by PLH of entities
with a fair market value of $75,000,000 or more.  The Company
would be entitled to not less than 2.5%, nor more than 25% of
the post-acquisition entity.  The actual agreement of
participation would be mutually determined by Phoenix and the
Company.

On March 25, 2002, the Company sent Phoenix a notice of
termination of the Joint Venture Agreement for material breach
by Phoenix.  The Company contends that Phoenix has breached the
Joint Venture Agreement by:

       1. abandoning the merger with the Company which was to be
closed by September 18, 2000 despite the Company's continued
attempts to finalize such a merger;

       2. abandoning its negotiations with the Noga Hilton as
well as other on-going acquisitions with a fair market value in
excess of $75 million; and

       3. not remaining in contact with the Company.

AmeriResource awaits a response from Phoenix regarding this
notice and the return of Two Hundred Thousand (200,000) shares
of common stock issued to Phoenix as consideration under the
Joint Venture Agreement. The Company returned the shares of PLH
it received under the agreement. The Company also canceled
options to purchase Seven Hundred Thousand (700,000) shares of
common stock granted to the individual partners and certain
directors of Phoenix as additional consideration under the
agreement.

                VALLEY STEEL CONSTRUCTION, INC.

Pursuant to the WBI Acquisition Agreement, the Company agreed to
purchase JBP, and agreed in principal to acquire 100% of Valley
Steel Construction, Inc. from WBI once WBI had consummated the
purchase of VSC. On October 30, 2001, New Valley, Inc. d/b/a VSC
transferred one hundred percent (100%) of its outstanding common
stock to WBI in exchange for a promissory note in the amount of
Six Hundred Fifty Thousand dollars ($650,000) pursuant to a
stock purchase agreement.  Due to a lack of financing available
to New Valley, Inc., the parties executed a recission of the
Stock Purchase Agreement on March 7, 2002.

                 NEVSTAR GAMING AND ENTERTAINMENT

The Company discontinued its pursuit of financing for the
NevStar Gaming and Entertainment  transaction during the fourth
quarter of 2001 due to the Bankruptcy Plan that was approved for
the future operations of NevStar. This Bankruptcy Plan
terminated any agreements between the Company and NevStar.

AmeriResource Technologie has relied upon its chief executive
officer, Delmar Janovec, for its capital requirements and
liquidity. Despite the Company's acquisition of Jim Butler
Performance, Inc. and West Texas Real Estate and Resources,
Inc., it will continue to seek alternate sources of financing to
allow the Company to acquire other operating entities which may
improve the Company's weak liquidity and capital resources.
Additionally, the Company may continue to use its equity and the
resources of its chief executive officer to finance its
operations. However, no assurances can be provided that the
Company will be successful in acquiring assets, whether revenue-
producing or otherwise, or that Mr. Janovec will continue to
assist in financing the Company's operations.

Revenues for the fiscal year ended December 31, 2001 increased
to $364,467 from $0 in revenues for 2000.  Operating loss
decreased to $1,403,963 as compared to $2,296,648 in 2000 as a
result of a decrease in legal and professional expense from
$612,497 for the year ended December 2000, to $104,794 for 2001,
a decrease in general and administrative expenses from $708,251
for the year ended December 31, 2000 to $317,775 for 2001, and a
decrease in consulting expenses from $795,900 for the year ended
December 31, 2000 to $432,976 in 2001. Operating loss is also
attributable to an increase in salaries and bonuses of $618,966
for the year ended December 31, 2001 as compared to $180,000 for
2000.

The Company's net profit increased dramatically to $2,182,512
from a net loss of $2,122,835 in 2000.  This increase in net
loss resulted almost entirely from a gain on the write down of a
related party note in the amount of $3,581,839. This was a one
time, non-recurring extraordinary expense which was incurred by
the Company when it declared a stock purchase agreement
concerning its subsidiary, The  Travel Agent's Hotel Guide,
Inc., null and void.  As a result, convertible debentures in the
amount of $3,350,000 issued under the stock purchase agreement
were also declared null and void and written off to other
income. The Company looks for its revenues to increase as the
operations of Jim Butler Performance, Inc. become fully
consolidated into the Company.

                    LIQUIDITY AND CAPITAL RESOURCES

The Company's current assets as of December 31, 2001 were
$389,495. The majority of this amount is in inventory of
$241,293.  Other assets include oil and gas properties in the
amount of $1,700,000 which represent rights of certain leased
oil rights that have a value exceeding $10,000,000 but have been
written down to the value of the note receivable related to the
transaction. The Company expects its current asset balance to
increase during 2002 in conjunction with its expected increase
in revenue as a result of the Jim Butler Performance, Inc.
acquisition.

For the year ended December 31, 2001, the Company's accounts
payable were $468,212, it had notes payable to related parties
in the amount of $1,033,630 and accrued interest totaling
$693,803.

The Company plans to decrease its liabilities by acquiring
additional income producing assets in exchange for its
securities, and by attempting to settle certain of its note
payables with equity. The Company hopes to continue to improve
its shareholder equity by acquiring income-producing assets,
which are hoped to generate profits.


APPLIED DIGITAL: Taps Grant Thornton as Independent Auditors
------------------------------------------------------------
Applied Digital Solutions, Inc. (Nasdaq: ADSX), an advanced
technology development company, announced a change in its
independent auditors.

The company, together with its sister company, Digital Angel
Corporation (Amex: DOC), have hired Grant Thornton LLP.

Scott R. Silverman, President of Applied Digital Solutions,
commented on the change: "As part of the corporate-wide
restructuring that began in the third quarter of 2001 and was
not completed until February of this year, we have completely
transformed this company into an advanced technology development
company. This transition process included re-evaluating all of
our strategic business relationships. Grant Thornton is a
recognized leader in providing a variety of auditing and
consulting services for cutting-edge, advanced technology
companies with international presence. In addition, our sister
company, Digital Angel Corporation, has also decided to hire
Grant Thornton, a move that we believe will create a harmonious
relationship with one national accounting firm and provide us
with significant cost savings, clear channels of communication
and increased efficiencies. The company plans to file an amended
Form 8-K for the purpose of attaching a letter from our former
accounting firm, PricewaterhouseCoopers LLP, which reinforces
that there are no issues of disagreement."

Digital Angel Corporation was formed on March 27, 2002, in a
merger between Digital Angel Corporation and Medical Advisory
Systems, a global leader in telemedicine that has operated a
24/7, physician-staffed call center in Owings, Maryland, for two
decades. Prior to the merger, Digital Angel Corporation was a
wholly owned subsidiary of Applied Digital Solutions.

Digital Angel(TM) technology represents the first-ever
combination of advanced biosensors and Web-enabled wireless
telecommunications linked to the Global Positioning System
(GPS). By utilizing advanced biosensor capabilities, Digital
Angel will be able to monitor key body functions - such as
temperature and pulse - and transmit that data, along with
accurate emergency location information, to a ground station or
monitoring facility. For more information about Digital Angel,
visit http://www.digitalangel.net

Applied Digital Solutions (Nasdaq: ADSX) is an advanced
technology development company that focuses on a range of life-
enhancing, personal safeguard technologies, early warning alert
systems, miniaturized power sources and security monitoring
systems combined with the comprehensive data management services
required to support them.

Through its Advanced Technology Group, the company specializes
in security-related data collection, value-added data
intelligence and complex data delivery systems for a wide
variety of end users including commercial operations, government
agencies and consumers. For more information, visit the
company's Web site at http://www.adsx.com

At December 31, 2001, Applied Digital Solutions reported that
its total current liabilities exceeded its total current assets
by close to $90 million.


ARKANSAS BEST: Working Capital Deficit Tops $10MM at March 31
-------------------------------------------------------------
Arkansas Best Corporation (Nasdaq: ABFS) announced first quarter
2002 income, before the cumulative effect of an accounting
change, of $1.5 million, compared to 2001 first quarter net
income of $9.1 million.  In addition, during this year's first
quarter, Arkansas Best recognized a non-cash impairment loss of
$23.9 million, net of taxes, on goodwill associated with its
Clipper subsidiary.  As previously announced, this was a result
of the Financial Accounting Standards Board's new goodwill
accounting rules, effective for Arkansas Best on January 1,
2002.  This impairment caused all of the $37.5 million of
Clipper goodwill to be eliminated from Arkansas Best's balance
sheet.  Including the goodwill impairment charge, Arkansas Best
had a first quarter 2002 net loss of $22.5 million.

Also, the company reported that at March 31, 2002, its working
capital deficit amounted to approximately $10 million.

"Low business levels had a significant impact on our company's
operations and results," said Robert A. Young, III, Arkansas
Best President and Chief Executive Officer.  "ABFr's tonnage
during the quarter declined further than we had previously
anticipated.  Considering the amount of freight in our system,
ABF's level of first quarter profitability is not surprising.
As a result of the ongoing poor economic environment, Clipper
was unprofitable during the first quarter."

                     ABF Freight System, Inc.

During the first quarter of 2002, ABF's revenue was $288.6
million, a per- day decline of 9.9% compared to the first
quarter of 2001.  First quarter 2002 operating income at ABF was
$5.5 million versus $21.0 million during last year's first
quarter.  ABF's operating ratio this quarter was 98.1% compared
to 93.6% in the first quarter of 2001.  "Because of its relative
size and national coverage, ABF has more difficulty reducing
costs during a period of declining revenues.  This helps explain
the deterioration in ABF's 2002 first quarter operating ratio
versus its operating ratios in the fourth quarter and first
quarter of last year," said Mr. Young.  "However, ABF also has
the potential for more profitability momentum when business
returns to normal levels."  During the first three months of
2002, LTL tonnage per day decreased 8.4% versus the same period
last year.

Compared to the first quarter of 2001, LTL shipments per day
moving in two-day transit time lanes decreased 5.1% versus a
7.5% shipment decrease in ABF's longer haul business.

During this year's first quarter, LTL revenue per hundredweight,
excluding fuel surcharge, was $21.10, an increase of 2.0% over
last year's first quarter figure of $20.68.  "While pricing
competition remains strong during the current period of
decreased business activity, improvements in this pricing
measure are encouraging," said Mr. Young.  "Maintaining positive
changes in LTL yield is especially important during this
difficult operating environment."

ABF's first quarter 2002 productivity measures reflect
improvements when compared to last year's first quarter.  "In
spite of significant tonnage declines, our freight handlers and
drivers are to be commended for being more productive.  They
have increased the number of shipments handled per hour on the
dock and in the city pickup and delivery operation," said Mr.
Young. "This is a reflection of ABF's continued emphasis on
directly matching labor resources with available freight levels.
Focus on these measures will continue as ABF seeks to maintain
acceptable profitability throughout the duration of this
economic slowdown.

"Every day I hear that the recession is over and economic
expansion has begun.  So far, this has not been reflected in the
amount of freight that is moving on our trucks," said Mr. Young.
"However, I am encouraged by recent improvements in some of the
indices used to measure the overall U.S. economy and the
business activity of the manufacturing sector.  If these
economic indicators continue to reflect positive trends,
ultimately we will see improvements in ABF's business levels.
In the meantime, continuing to maintain individual account
profitability through pricing discipline and staying focused on
strict cost controls will be of utmost importance as ABF
anticipates upcoming increases in tonnage levels."

                            Clipper

Clipper's first quarter 2002 revenue was $25.9 million versus
$30.8 million during the first quarter of 2001.  Clipper's first
quarter 2002 operating ratio was 102.9% compared to a 2001 first
quarter operating ratio of 101.1%.  "Clipper's operations were
adversely affected by reduced business levels resulting from the
poor economy and from lower rail incentive payments created by
these reduced business levels.  In addition, one of Clipper's
significant customers filed for bankruptcy," said Mr. Young.
"In order to improve its tonnage levels and profits, Clipper is
soliciting additional shipments in its traditional metro-to-
metro transportation lanes.  These shipments provide a better
match with Clipper's core operations and have historically been
more profitable.  However, Clipper most likely will not return
to profitability until business levels improve."


ARMSTRONG: AWI Has Until Nov. 8 to Make Lease-Related Decisions
---------------------------------------------------------------
Armstrong Worldwide Industries obtained a third extension of its
time within which to decide whether to assume, assume and
assign, or reject unexpired nonresidential real property leases.
At the Debtors' behest, the Court extended this period through
November 8, 2002, subject to the rights of any lessor to
request, for cause shown, that the period should be shortened as
to a particular lease.

According to DebtTraders, Armstrong Holdings Inc.'s 9.0% bonds
due 2004 (ACK04USR1) are quoted at a price of 58.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for
real-time bond pricing.


BEA CBO: Fitch Downgrades Several Notes Ratings to Junk Level
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings of four classes issued
by BEA CBO 1998-1 Ltd. and two classes issued by BEA CBO 1998-2
Ltd. Both are collateralized bond obligations (CBOs) backed
predominantly by high yield bonds.

The following securities have been downgraded and remain on
Rating Watch Negative:

BEA CBO 1998-1 Ltd.

      -- $182,150,000 class A-2A notes to 'BBB-' from 'AAA';

      -- $31,844,406 class A-2B notes to 'BBB-' from 'AAA'.

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

BEA CBO 1998-1 Ltd.

      -- $26,000,000 class A-3 notes from 'BB' to 'CCC';

      -- $45,000,000 class B notes to 'C' from 'CCC'.

BEA CBO 1998-2 Ltd.

      -- $20,000,000 class A-3 notes to 'CCC-' from 'BB-';

      -- $22,000,000 class B-1 notes to 'C' from 'CCC-'.

As of the April 2, 2002 trustee report, BEA CBO 1998-1 Ltd.'s
collateral included $81.3 million (25.8%) of defaulted assets.
Excluding defaults, the deal holds 48.6% of assets rated 'CCC+'
or below. The A OC test is failing at 94.9% with a trigger of
118% and the B OC test is failing at 79% with a trigger of 104%.

As of the April 2, 2002 trustee report, BEA CBO 1998-2 Ltd.'s
collateral includes $61.6 million (22.8%) of defaulted assets.
Excluding defaults, the deal holds 37.2% of assets rated 'CCC+'
or below. The A OC test is failing at 97.7% with a trigger of
115% and the B OC test is failing at 85.5% with a trigger of
104%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Fitch will continue to monitor these transactions.


BURKE INDUSTRIES: Esterline Pitches Winning Bid for Assets
----------------------------------------------------------
Esterline Technologies (NYSE:ESL) -- http://www.esterline.com--
a leading specialty manufacturer for aerospace/defense and
electronics markets, has submitted the winning bid as part of a
legal process to acquire the assets of Burke Industries'
Engineered Polymers Group.

Esterline was one of several companies that participated in a
bankruptcy auction for assets of Burke, following its voluntary
petition for Chapter 11 bankruptcy protection. Auction bidding
closed April 18, 2002, with Esterline submitting the best bid of
$38 million. Completion of the deal is subject to court
approval, scheduled for April 24, 2002.

Robert W. Cremin, Esterline CEO, said, ". . . should the
transaction be approved, we expect Burke's polymers group to be
a solid, strategic fit with Esterline's advanced materials
operations in Southern California."  Cremin said that the Burke
group, with two manufacturing locations in Los Angeles and one
in Massachusetts, is a leading supplier of elastomer-based
products for the aerospace and defense industries.


BURLINGTON INDUSTRIES: Wants to Assume 2 Trademark License Pacts
----------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates seek the
Court's authority to assume:

   (1) a trademark license agreement dated September 1, 2001 with
       Arlington Socks GmbH & Co. KG and Kunert, AG; and

   (2) a trademark license agreement dated October 1, 2000 with
       Kayser-Roth Corporation.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger PA,
in Wilmington, Delaware, relates that Burlington licenses the
"BURLINGTON" trademark to Arlington.  The Arlington Trademark
Agreement, Mr. DeFranceschi explains, grants Arlington an
exclusive license to use the BURLINGTON trademark in connection
with:

     (a) Arlington's sale of socks and hosiery; and

     (b) certain men's apparel products and any other apparel
         product subsequently made subject to the Arlington
         Trademark Agreement by written amendment.

According to Mr. DeFranceschi, the territory for the licenses
granted under the Arlington Trademark Agreement includes
countries in Europe, Asia and the Middle East.  The initial term
of the Arlington Trademark Agreement is:

   (a) eight years, expiring on December 31, 2009 with respect to
       the Hosiery Products Use; and

   (b) three years, expiring on December 31, 2004 with respect to
       the Apparel Products Use.

Mr. DeFranceschi tells the Court that the scheduled royalties
under the remaining term of the Arlington Trademark Agreement
total approximately 3% of Net Sales per calendar quarter of each
year.

Pursuant to the Kayser Trademark Agreement, the Debtors also
license the "BURLINGTON" and the "BURLINGTON CORPORATE WEAVE"
trademarks to Kayser.  Kayser is granted exclusive use of the
trademarks in connection with its sale of socks and hosiery.
The territory for the license includes the United States and all
U.S. territories, possessions, military bases, and commissaries,
Canada and Mexico.  The term of the Kayser Trademark Agreement
is approximately three years, expiring on December 31, 2003.
"The scheduled annual royalties under the remaining term of the
Kayser Trademark Agreement equal the greater of $1,000,000,
payable in four quarterly installments, or 3% of Net Sales," Mr.
DeFranceschi relates.

Clearly, Mr. DeFranceschi asserts, the assumption of these
Trademark Agreements is in the best interest of Burlington.
"These Trademark Agreements are an integral part of the Debtors'
restructuring efforts and will provide a steady stream of
revenue over their respective terms," Mr. DeFranceschi notes.
(Burlington Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CANADIAN IMPERIAL: Creditors Endorse Debt Restructuring Plan
------------------------------------------------------------
Canadian Imperial Venture Corp. says that the response by its
creditors to its debt restructuring agreement has been positive.
On this, the first day of distribution of the agreement to
individual creditors for their consideration, creditors
representing 68% of the dollar amount outstanding have ratified
the agreement. In order for the agreement to become effective
creditors that are owed at least 70% by dollar amount of the
eligible claims must sign on as participating creditors. The
Company has until the closing date of the agreement to obtain
the remaining 2%. The proposed closing date under the
Agreement has been scheduled for April 30, 2002 unless extended
to no later than May 15, 2002. Upon reaching the necessary
threshold amount of 70% the Company will issue a further press
release.

Under the agreement the Company has agreed to grant security
over all of its assets to the participating creditors through a
trust that has been established for this purpose. In return, the
participating creditors will refrain from taking any further
action against the Company subject to a number of requirements
including the following:

     1. The Company must raise an additional $4,000,000 for its
        proposed drilling program, half of which must be raised
        by May 31, 2002 and the remainder by July 15, 2002;

     2. On or before July 15, 2002, the Company must deliver to a
        creditors' committee set up under the Agreement a reserve
        report with respect to its properties;

     3. The Company must bring the Port-au-Port No. 2 well into
        production by December 31, 2002;

     4. On or before January 15, 2003, the Company must deliver
        to the creditors' committee a reserve report with respect
        to its properties that concludes that the present value
        discounted at 10% per annum of the Company's proved
        producing reserves is at least $10 million; and

     5. The Port-au-Port No. 2 well must produce at least 10,000
        BBL of oil during any two consecutive calendar months
        commencing on March 1, 2003.

The eligible claims of creditors under the Agreement amount to
$11,138,798. The Company has agreed to pay interest at a rate of
5-3/4% per annum from March 31, 2002 on this amount. The
earliest payment date under the agreement will take place on
October 31, 2002 subject to the Company having funds in excess
of its requirements at that time. If no payment is made by that
date, 25% of the outstanding amount will be due on March 31,
2003 with quarterly payments thereafter and a final payment due
on December 31, 2003.

A participating creditor that is owed $10,000 or less (or who
chooses to reduce its claim to $10,000) may elect to have its
claim treated as a convenience claim and to accept 25% of the
amount owed in full satisfaction of its claim. This must be done
within 45 days of the closing.

Depending upon the jurisdiction of residence of the creditors
who choose to become participating creditors, the Company will
be offering a shares for debt settlement. This shares for debt
settlement will be subject to the availability of exemptions
under the applicable securities legislation of the jurisdictions
where participating creditors reside as well as any necessary
stock exchange approvals.

Canadian Imperial Venture Corp. (CDNX:CQV) is an independent
Newfoundland-based energy company with interests in petroleum
exploration and production in Western Newfoundland and Labrador.


CASUAL MALE: Wins Approval to Stretch Exclusivity to August 26
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Casual Male Corp. and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gives the Debtors until August 26, 2002 the exclusive right to
file their plan of reorganization and until October 14, 2002 to
solicit acceptances of that Plan.

Casual Male Corp. with its debtor-affiliates filed for chapter
11 protection on May 18, 2001. Adam C. Rogoff, Esq. at
Cadwalader, Wickersham & Taft represents the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $299,341,332 in total assets and
$244,127,198 in total debts.


CLARION COMMERCIAL: Will File Dissolution Articles with MD State
----------------------------------------------------------------
Clarion Commercial Holdings, Inc. said that in accordance with
the Plan of Complete Liquidation and Dissolution approved by the
Company's stockholders on May 31, 2001, it intends to file
Articles of Dissolution with the Maryland State Department of
Assessments and Taxation (SDAT) on or about Friday, April 26,
2002, to formally dissolve the Company in accordance with the
laws of the State of Maryland.

The share record books of the Company will be closed as of the
close of business on the date SDAT accepts for record the
Company's Articles of Dissolution, which the Company anticipates
will occur on Friday, April 26, 2002.  After such time, the
Company will not record any sale, assignment or transfer of
common shares, except for those occurring by will, intestate
succession or operation of law.  As such, there may or not be
any future trading activity in the common shares.

Also, in accordance with the Plan and in compliance with
Maryland law, the Company will place the Company's remaining
assets in a contingency reserve to cover known and unknown
liabilities and obligations for an estimated period of three
years.  Following such period, the Company will distribute any
remaining cash assets to shareholders of record as of the date
of the closing of the transfer books (subject to the exceptions
described above), which the Company anticipates to be Friday,
April 26, 2002.


COASTCAST: Submits Business Plan to NYSE for Listing Compliance
---------------------------------------------------------------
Coastcast Corporation (NYSE:PAR) has submitted a plan to the New
York Stock Exchange for complying with the NYSE's continued
listing criteria. According to the criteria, companies are
required to have a minimum shareholders' equity of $50 million
and a minimum market capitalization of $50 million over any
consecutive 30-day trading period. Companies below these levels
must submit a business plan for the NYSE's approval,
demonstrating how the company anticipates meeting the standards
within an eighteen-month period. In February 2002, the NYSE
notified the Company that it had fallen below the NYSE's minimum
equity and capitalization standards, and requested that the
Company provide a business plan demonstrating how it intends to
achieve and sustain compliance. As of December 31, 2001, the
Company had shareholders' equity of $48,255,000. At the close of
the market on April 17, 2002, the Company's total market
capitalization was approximately $34 million.

The Company submitted the required plan to the NYSE setting
forth the action that the Company intends to take to comply with
the eligibility standards. After reviewing the plan, the
Committee will either accept it (following which the Company
will be subject to quarterly monitoring for compliance with the
plan), or not (in which event the Company will be subject to
NYSE trading suspension and delisting). The Company is
evaluating its alternatives should the Company's shares cease
being traded on the NYSE.

Coastcast, a manufacturer of golf clubheads, produces metal
woods, irons and putters in a variety of metals, including
stainless steel and titanium. Customers include Callaway
(including Odyssey), Cleveland, Cobra, Ping and Titleist. The
company also manufactures a variety of investment-cast
orthopedic implants and surgical tools and other specialty
products that are made to customers' specifications.


COLONIAL COMMERCIAL: Fails to Meet Nasdaq Listing Requirements
--------------------------------------------------------------
Colonial Commercial Corp. (Nasdaq: "CCOM" and "CCOMP") said that
on April 18, 2002 it received a Nasdaq Staff Determination that
the Company fails to comply with the requirement for continued
listing set forth in Marketplace Rule 4310(C)(14), because it
has not filed its Form 10-K for 2001, and that the Company's
securities are therefore subject to delisting from the Nasdaq
SmallCap Market.

The Company is requesting a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
Panel may or may not grant the Company's request for continued
listing. As a result of the delinquent filing of the Form 10-K,
Nasdaq has informed the Company that it will add a fifth
character, "E", to its trading symbols. Accordingly, the trading
symbols for the Company's securities will be changed from CCOM
and CCOMP to CCOME and CCOPE, respectively, at the opening of
business on April 22, 2002.

The Company has not filed its Form 10-K because completion of
its audit for 2001 has been delayed by Chapter 11 reorganization
proceedings of its wholly owned subsidiary, Atlantic Hardware &
Supply Corporation.

In the news release dated March 15, 2002, the Company announced
that it had received notice from Nasdaq that it did not satisfy
the minimum requirements for continued listing on the Nasdaq
SmallCap Market because the market value of its publicly held
shares of common stock was less than the required $1 million and
the closing bid price of its common stock was less than $1 per
share. The Company has until June 3, 2002 to regain compliance
with the requirement relating to the market value of its
publicly held shares of common stock, and it has until August
13, 2002 to regain compliance with the closing bid price
requirement by maintaining a closing bid price for the common
stock at not less than $1 for at least 10 consecutive trading
days. The Company will be required to address these issues at
the hearing before the Nasdaq Listing Qualifications Panel.


CORRECTIONS CORP: Seeking Consents to Amend 12% Notes' Indenture
----------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) commenced a
tender offer for any and all of its outstanding 12% Senior Notes
due 2006.  In conjunction with the tender offer, CCA also
commenced a consent solicitation to eliminate certain covenants
in, and events that would cause a default under, the indenture
governing the notes.

Under the terms of the tender offer and the consent
solicitation, CCA will purchase tendered notes at a cash
purchase price for each $1,000 principal amount of tendered
notes equal to $1,100 plus accrued and unpaid interest on such
principal amount to the payment date.  The purchase price
includes a consent payment of $30.00 for each $1,000 principal
amount of tendered notes that will be paid only for notes
tendered on or prior to the consent date, which will be 5:00
p.m., New York City time, on April 29, 2002, unless extended by
CCA.  Holders that tender notes after the consent date will not
be paid the consent payment.

The tender offer will expire at 5:00 p.m., New York City time,
on May 16, 2002, unless extended.  Payment for notes tendered
and accepted on or before April 29, 2002 will be made promptly
following the closing of CCA's debt offering and refinancing
described below.  Payments for notes tendered and accepted after
April 29, 2002 but on or prior to May 16, 2002 will be made
promptly following the expiration of the tender offer.
Consummation of the tender offer, and payment for tendered
notes, is subject to the satisfaction or waiver of various
conditions, including the condition that more than 50% of the
outstanding aggregate principal amount of the notes be validly
tendered and not validly withdrawn on or before 5:00 p.m. on
April 23, 2002, and that CCA raise sufficient debt to obtain the
funds necessary to refinance its existing senior secured credit
facility and purchase the notes tendered and to pay any costs
and expenses related thereto.

Lehman Brothers Inc. is acting as the sole Dealer Manager and
Solicitation Agent for the tender offer and the consent
solicitation.  The Information Agent is D.F. King & Co., Inc.
and the Depositary is State Street Bank and Trust Company.
Requests for documentation should be directed to D.F. King &
Co., Inc. at (800) 769-5414.  Questions regarding the tender
offer and the consent solicitation should be directed to Scott
Macklin at Lehman Brothers Inc. at (800) 438-3242, or collect at
(212) 528-7581.

CCA is the nation's largest owner and operator of privatized
correctional and detention facilities and one of the largest
prison operators in the United States, behind only the federal
government and four states.  CCA currently owns 39 correctional,
detention and juvenile facilities, three of which are leased to
other operators, and two additional facilities which are not yet
in operation.  CCA also has a leasehold interest in a juvenile
facility.  CCA currently operates 63 facilities, including 36
company owned facilities, with a total design capacity of
approximately 61,000 beds in 21 states, the District of Columbia
and Puerto Rico.  CCA specializes in owning, operating and
managing prisons and other correctional facilities and providing
inmate residential and prisoner transportation services for
governmental agencies. In addition to providing the fundamental
residential services relating to inmates, CCA's facilities offer
a variety of rehabilitation and educational programs, including
basic education, life skills and employment training and
substance abuse treatment.  These services are intended to
reduce recidivism and to prepare inmates for their successful
re-entry into society upon their release.  CCA also provides
health care (including medical, dental and psychiatric
services), food services and work and recreational programs.


COVANTA ENERGY: Wants Schedule Filing Deadline Moved to May 31
--------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates requested
and Judge Blackshear granted additional time for Covanta to file
its schedules of assets and liabilities and statements of
financial affairs.

Deborah M. Buell, Esq. at Cleary, Gottlieb in New York, explains
to Judge Blackshear that pursuant to Section 521 of the
Bankruptcy Code and Bankruptcy Rule 1007, the Debtors are
required to file these documents with the Court within specific
time frames:

       * lists of its creditors and equity security holders,

       * schedules of assets and liabilities,

       * a schedule of current income and expenditure,

       * a schedule of executory contracts and unexpired leases,
         and

       * a statement of financial affairs.

Due to the complexity and diversity of their operations, the
Debtors will require significant additional time to prepare
lists, schedules and statements. She relates that, given the
size, magnitude and complexity of the Debtors' financial
affairs, it has been impossible to assemble all of the necessary
information before the Debtors filed their petitions. The
Debtors are currently assembling the information necessary to
file creditor lists, equity security holders, schedules and
statements and anticipate that they will be in position to do so
within 60 days of the Petition Date, or by May 31, 2002.
Accordingly, Ms. Buell tells Judge Blackshear that the Debtors
request that extension, without prejudice to their rights to
seek any further extension(s) from the Court, if necessary.

In support of the Debtors' extension request, Ms. Buell offers
that the Debtors anticipate that their creditor list will
include thousands of interested parties. Moreover, identifying
all the Debtors' respective assets, liabilities and contractual
obligations involves reviewing thousands of documents. The
Debtors have simultaneously applied for an order appointing
Bankruptcy Services, LLC as their claims, noticing, and
administrative agent.  Bankruptcy Services will assist the
Debtors with the serving notices to the Debtors' creditors, the
process of receiving, docketing, maintaining, photocopying and
transmitting proofs of claim in these cases, and the balloting
process with respect to a plan of reorganization. The Debtors
ask that they be allowed to hand over their completed creditor
list directly to BSI (assuming BSI's appointment by the Court)
so that BSI may distribute the notice of commencement of these
cases.

Ms. Buell states that all of the Debtors' petitions for relief
under the Bankruptcy Code were accompanied by a list of the
Debtors' creditors' holding the 30 largest claims. She also
reminds Judge Blackshear, that Bankruptcy Rule 1007(a)(4) and
(c) provides that the time within which lists of creditors and
equity security holders, schedules, and statements are to be
filed may be extended for cause.  They may be extended upon
application to the Court, with notice to the U.S. Trustee and to
any committee established pursuant to Sections 705 or 1102 or
such other party as the Court may direct. (Covanta Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


EES SERVICE HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: EES Service Holdings, Inc.
         1400 Smith Street
         Houston, Texas 77002

Bankruptcy Case No.: 02-11884

Type of Business: EES Service Holdings, Inc. is a holding
                   company for ownership of ServiceCo Holdings,
                   Inc. ServiceCo Holdings, Inc. is the parent
                   company for facilities maintenance business.
                   ESH's sole purpose is to hold and manage the
                   investment in ServiceCo Holdings, Inc. The
                   Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: April 18, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   212-310-8602
                   Fax : 212-310-8007

                         and

                   Melanie Gray, Esq.
                   Weil, Gotshal & Manges LLP
                   700 Louisiana, Suite 1600
                   Houston, Texas 77002
                   713-546-5000

Total Assets: $136,214,361

Total Debts: $22,032,198


EAST COAST: Ceases Operations & Files Assignment in Bankruptcy
--------------------------------------------------------------
East Coast Commodities Incorporated, a respected name throughout
the Maritime agricultural industry, has filed an assignment in
bankruptcy. Deloitte & Touche Inc. is appointed Trustee.

For the past year the Company, along with Royal Bank, worked
together in an attempt to restructure its operations and
finances with the objective of returning to profitable growth.
Unfortunately, due to declining business as a result of drought
conditions in the grain industry, the Company is no longer able
to meet its obligations to creditors and customers.

"Until very recently, we truly believed that if we persevered,
we could turn things around," said William McCurdy, Vice
Chairman of the Company. "The Company has now concluded that it
is unable to continue its operations. We would like to thank
Royal Bank for their positive support during this difficult
period."


ELDORADO GOLD: Restates Audited Fin'l Statements for 2000 & 2001
----------------------------------------------------------------
Paul N. Wright, President and Chief Executive Officer of
Eldorado Gold Corporation (TSE:"ELD"), announced that the
Company, will restate its 2000 and 2001 financial statements
following a review by the Company and its auditors,
PricewaterhouseCoopers LLP, Vancouver, of the terms of its US$10
million convertible debentures issued in 1994, $9.15 million
debentures of which remain outstanding. The Company has
determined that, on implementation of the guideline on Financial
Instruments at December 31, 1996, the debentures should have
been accounted for as a debt instrument.

The debt and equity components of the debenture have been
adjusted and such adjustments have necessitated changes to the
Company's Balance Sheets, Statements of Operations and Deficit
and Statements of Cash Flows and restatement of the Company's
2000 and 2001 financial statements. More particularly, the
adjustments have resulted in a US$4.623 million net loss in 2001
rather than a US$3.887 million net loss as previously reported,
being a US$0.05 loss per share rather than a US$0.04 loss per
share and a US$0.433 million net income in 2000 rather than a
US$1.106 million net income as previously reported with no
change to the income per share.

Paul Wright noted that "the Company and its auditors are very
aware of the concern that all stakeholders have regarding the
restatement of financial information in today's business
climate. While this restatement is unfortunate we, at Eldorado,
are committed to accurate and correct financial reporting. To
our stakeholders this change has no impact on our cash position,
revenue generation capacity or our relationship with our secured
creditor."

The restatement of the Company's Financial Statements
necessitates the filing of an amended Preliminary Prospectus in
replacement for the Preliminary Prospectus filed March 25, 2002.
The Amended Preliminary Prospectus will be filed on or about
April 22, 2002 pertaining to the distribution of common shares
of the Company issuable upon the exercise of outstanding Special
Warrants. The Final Prospectus to be filed by May 15, 2002. The
said common shares and Special Warrants will not be and have not
been registered under the United States Securities Act of 1933
and may not be offered or sold in the U.S. absent registration
or an applicable exemption from registration requirements.

Eldorado has superior gold assets in Brazil and Turkey, two
countries with enormous geological potential. In Brazil we are
focusing on the continuing improvement at the Sao Bento mine,
and on the potential of the Brumal property. In Turkey, we
continue to expand our asset base, with a resource of
approximately 8.3 million ounces in an increasingly attractive
jurisdiction. With our international expertise in mining,
finance and project development, together with highly skilled
and dedicated staff, Eldorado is well positioned to grow in
value as we create and pursue new opportunities.

At December 31, 2001, Eldorado's balance sheet showed that its
total current liabilities eclipsed its total current assets by
about $4 million.


ENRON CORP: Wins Nod to Hire PricewaterhouseCoopers as Advisors
---------------------------------------------------------------
The Court emphasizes that Enron Corporation and its debtor-
affiliates are authorized to employ and retain
PriceWaterhouseCoopers, nunc pro tunc to December 21, 2001, as
their financial advisors:

   (i) on the terms and conditions set forth in the Application;
       provided, however, that no PricewaterhouseCoopers
       professional who has worked on any engagement for or
       relating to LJM Cayman, L.P. or LJM2 Co-Investment, L.P.
       has any role in the performance of services in connection
       with PricewaterhouseCoopers' engagement as financial
       advisors to the Debtors, and

  (ii) that PricewaterhouseCoopers does not provide any services
       to the Debtors with respect to the Debtors' relationship
       with LJM or LJM2.

                          *   *   *

As previously reported, PwC will be expected to provide:

-- Assistance to the Debtors in the preparation of financial
    related disclosures required by the Court, including the
    Schedules of Assets and Liabilities, the Statement of
    Financial Affairs and Monthly Operating Reports;

-- Assistance with the identification of executory contracts and
    leases and performance cost/benefit evaluations with respect
    to the affirmation or rejection of each;

-- Assistance with the identification of reclamation claims and
    the analysis with respect to the agreement or objection
    thereto;

-- Assistance with the analysis of creditor claims by type,
    entity and individual claim;

-- Review of the Debtors' business plan as requested by the
    Debtors' management;

-- Assistance in the analysis of inter-company transactions, as
    necessary;

-- Assistance with the evaluation, analysis, procedures,
    negotiations, testimony or other services as necessary for
    the purposes of the wind-down and liquidation of the trading
    books of the various debtors;

-- Assistance with short-term cash management and reporting;

-- Assistance with the preparation and implementation of reports
    and procedures as required by the DIP lenders, the Unsecured
    Creditors' Committee in this Chapter 11 case, the U.S.
    Trustee, and other parties-in-interest and professionals
    hired by the same, as requested;

-- Attendance at meetings and assistance in discussions with the
    lenders, the Unsecured Creditors' Committee appointed in this
    Chapter 11 case, the U.S. Trustee, and other parties-in-
    interest and professionals hired by the same, as requested;

-- Assistance with the planning for and implementation of the
    wind-down or restructuring of various business entities;

-- Assistance with the identification and allocation of
    corporate overhead and expenses;

-- Assistance in the preparation of information and analysis
    necessary for the Plan of Reorganization and Disclosure
    Statement in this Chapter 11 case;

-- Assistance in the identification and analysis of avoidance
    actions, including fraudulent conveyances and preferential
    transfers;

-- Litigation advisory services along with expert witness
    testimony on case related issues as required by the Debtors
    and as appropriate in the circumstances;

-- Assistance with tax planning and compliance issues with
    respect to any proposed plans of reorganization, and ordinary
    course tax compliance issues with respect to expatriate
    employees of the Debtors, as well as any and all other tax
    assistance as may be requested from time to time;

-- Assistance in connection with the development and
    implementation of key employee retention and other critical
    employee benefit programs;

-- Assistance with appraisal of real estate in which the Debtors
    hold an interest; and

-- Such other general business consulting, testimony or other
    such services as Debtors' management or counsel may deem
    necessary that are not duplicative of services provided by
    other debtor professionals in this proceeding.

The Debtors will compensate PwC based on the firm's customary
hourly rates, subject to periodic adjustments:

        Partners                              $500 - 625
        Managers and Directors                 350 - 500
        Associates and Senior Associates       175 - 325
        Administration and Paraprofessionals    85 - 150

PwC may charge higher rates if the firm finds it necessary to
use the services of their specialists in varied practice groups.
The firm also intends to apply to the Court for allowances of
compensation and reimbursement of expenses for financial
advisory services. (Enron Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Jeff McMahon Will Step Down as President and COO June 1
--------------------------------------------------------------
Enron Corp. (OTC: ENRNQ) announced that Jeffrey McMahon will
resign as president and chief operating officer of the company
effective June 1, 2002.

McMahon, 41, was named to his current position in January and
has been working closely with interim chief executive officer
Stephen Cooper on a plan to reorganize the company as an asset-
backed energy concern focused on pipelines and power.

"I strongly believe that the best course for the Enron estate,
its creditors, and its employees is to use our core pipeline and
electricity assets to create a new company apart from the
litigation and diversions of bankruptcy," McMahon said.  "For
that effort to have every chance of success, it became clear to
me that outside leadership is required.  Because I thrive in
challenging situations, this decision was personally difficult.
But professionally, I believe that making room for new
leadership before we announce the plan for the new company is
best for Enron's stakeholders and for me."

The decision to resign was McMahon's, and Cooper said he
accepted that decision in order to keep the company focused on
the future.

"Regrettably, I support Jeff's decision," Cooper said. "Last
fall, during tremendous turmoil within the organization, Jeff
stepped up as a true leader. He worked tirelessly to create
value for the company and as an advocate for employees.  He is
an exceptional individual."

Cooper said McMahon's position will not be filled until the
company progresses with the rollout of the new company. Cooper
has asked McMahon to remain available after June 1 to assist
with the formation of the new company.

McMahon joined Enron in 1994 and spent three years in the London
office as chief financial officer for Enron's European
operations.  Since that time, he has held several executive
positions in the company.  Last October, McMahon was named chief
financial officer of Enron as part of a reorganization of its
executive ranks, and in January he was named president and chief
operating officer.

Enron delivers energy and other physical commodities and
provides other energy services to customers around the world.
Enron's Internet address is http://www.enron.com

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are trading at around 12. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2


ENRON: Azurix Extends Consent Payment Deadline on Dollar Notes
--------------------------------------------------------------
Azurix Corp. is extending to 5:00 p.m. New York time, today,
April 23, 2002, the deadline by which holders of its 10-3/8%
Series B Senior Dollar Notes due 2007 and 10-3/4% Series B
Senior Dollar Notes due 2010 must tender and consent in Azurix's
previously announced tender offer and consent solicitation to
receive the consent amount of 1.5% of par. As previously
announced, Azurix has received the tenders and consents from
holders of a majority of its outstanding 10-3/8% Series A and
Series B Senior Sterling Notes due 2007. The tender offer and
the consent solicitation will continue to expire at 5:00 p.m.
New York time on May 3, 2002, unless extended.

Salomon Smith Barney is acting as dealer manager of the tender
offer and consent solicitation. Questions regarding the tender
offer and consent solicitation may be directed to Salomon Smith
Barney at 800/558-3745. An Offer to Purchase and Consent
Solicitation, dated April 1, 2002, and related Letter of
Transmittal and Consent describing the tender offer and consent
solicitation have been distributed to holders of notes. Requests
for additional copies of documentation can be made to Mellon
Investor Services at 866/293-6625.


ETHYL CORP: Schedules Annual Shareholders' Meeting for June 4
-------------------------------------------------------------
The Annual Meeting of the holders of shares of common stock,
$1.00 par value, of Ethyl Corporation will be held in the
restored gun foundry building of the Tredegar Iron Works, 500
Tredegar Street, Richmond, Virginia, on Tuesday, June 4, 2002,
at 11:00 A.M., Eastern Daylight Time, for the following
purposes:

     1.  To elect a Board of Directors to serve for the ensuing
         year;

     2.  To approve an amendment to the Corporation's Restated
         Articles of Incorporation effecting a 1-for-5 reverse
         stock split of the Ethyl Common Stock and reducing the
         number of authorized shares of Ethyl Common Stock from
         400,000,000 shares to 80,000,000 shares;

     3.  To approve the designation by the Board of Directors of
         PricewaterhouseCoopers LLP as auditors for the fiscal
         year ending December 31, 2002; and

     4.  To transact such other business as may properly come
         before the meeting.

Holders of shares of Ethyl Common Stock of record at the close
of business on March 28, 2002, will be entitled to vote at the
meeting.

Ethyl Corporation's additives make vehicles run smoother.
Ethyl's petroleum additives (over 95% of sales) are used in
gasoline, heating oil, and other fuels to improve refining and
performance, and as a lubricant in motor oil, fluids, and
grease. Its other product, antiknock additive tetraethyl lead
(TEL), is rapidly losing ground in markets where unleaded gas
has taken over as a result of the automakers' compliance with
the Clean Air Act. Equilon, Exxon Mobil Corporation, and
Penzoil-Quaker State are Ethyl's biggest customers. The company
hopes to boost its TEL sales via an agreement with Octel (UK) to
market TEL outside Europe and the US. Chairman Bruce Gottwald
and his family own about 25% of Ethyl.

                          *   *   *

As previously reported in the Troubled Company Reporter, the
Ethyl Corporation is working with its banks to extend the
current maturity date of August 2002 on its loans and hopes to
complete those negotiations during the first quarter of this
year.

On December 20, 2001, the company received notification from the
New York Stock Exchange that its share price had fallen below
the continued listing criteria of the NYSE requiring an average
closing price of not less than $1.00 over a consecutive 30
trading-day period. As a result, the Board of Directors will
continue to review this situation and evaluate its options to
address this matter should it become necessary.


EXIDE TECHNOLOGIES: Asks Court to Approve Key Employee Program
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates ask the Court to
approve a key employee restructuring milestone incentive and
income protection program designed to stabilize Exide's key
management force and to accomplish and promote the Company's
successful reorganization.

According to James E. O'Neill, Esq., at Pachulski Stang Ziehl
Young & Jones P.C. in Wilmington, Delaware, the Debtors'
management, with the assistance of William M. Mercer, Inc., the
Debtors' Compensation and Retention Advisor, developed a Program
to assist the Debtors in retaining the services of their key
employees, and to protect their investment in human capital
during the Reorganization.  The Program addresses the Debtors'
anticipated personnel needs during the Reorganization; addresses
the actions needed to implement the restructuring and
reorganization plan; addresses the Debtors' employment
relationship with approximately 80 current employees; and
provides a discretionary reserve fund for use in retaining the
services of other current employees deemed critical to the
performance of the Debtors' businesses during the Debtors'
Chapter 11 Cases.

Mr. O'Neill submits that the Key Employees are particularly
important to the success of the Reorganization due to the
complex and varying aspects of the Debtors' businesses. The Key
Employees are intimately familiar with the Debtors' businesses
and have the experience and knowledge necessary to manage and
coordinate the Debtors' intricate operations and logistics
through the completion of the Reorganization.  These Key
Employees can then implement the changes necessary and
successfully complete the restructuring and Reorganization. The
importance of the Key Employees to the Debtors is heightened by
the lack of depth among the Debtors' management ranks.  This
lack of depth is a result of the extensive downsizing previously
undertaken by the Debtors, voluntary attrition before the filing
by Key Employees, and additional workforce reductions that will
take place as part of the restructuring and Reorganization.

Mr. O'Neill contends that replacements for the Key Employees are
not easy to find.  This is due in part to the Debtors' position
as the largest manufacturer of stored power systems in the
United States and to the Debtors' current financial status.
Further, replacements for the Key Employees require many years
of training to master the complexities of the Debtors'
businesses, both in technical and commercial terms. Therefore,
the Debtors believe that it is in the best interests of their
creditors and estates that to retain existing Key Employees,
like:

       A. the President and Chief Executive Officer,

       B. Direct Reports to the President and Chief Executive
          Officers,

       C. Vice Presidents,

       D. Directors and Plant Managers, and

       E. corporate managers and professionals and other current
          employees deemed as vital to the Reorganization,

and that they be covered by a suitable Retention Program.

Mr. O'Neill informs the Court that the financial expectations of
Key Employees have been frustrated. They are frustrated because
the stock options previously granted to Key Employees over the
past three years have no value due to the deteriorating economy
and the precipitous drop in the price of Exide Technologies'
common stock. As a result, there has been a substantial
reduction in the total compensation opportunity for Key
Employees.  This is further aggravated by the loss of income
from Exide's decision not to pay annual bonuses to Key Employees
for Fiscal Year 2002. As a result, Key Employees have not
received competitive levels of total compensation. The proposed
Program is a key element in addressing the potentially serious
problem of retaining Key Employees and assuring that the
Debtor's compensation levels are competitive with other
potential employers.

The Debtors' senior management has identified three important
objectives of the Program:

A. Retain management and professional teams essential to driving
    the implementation of the restructuring and Reorganization
    process;

B. Retain management and professional teams essential to the
    continuing operations of the business; and

C. Continue its income protection program (and extend its
    benefits for certain employees) to create a stronger sense of
    security through the Chapter 11 Cases.

Mr. O'Neill tells the Court that the Program consists of three
components:

A. the restructuring milestone incentive plan,

B. a discretionary reserve fund and

C. the income protection plan.

Mr. O'Neill explains that each component is designed to assist
the Debtors in motivating the Key Employees to execute the
restructuring plan. The Program is designed to retain the
services of the Key Employees by providing competitive financial
incentives and protecting the Debtors' investment in human
capital during the Reorganization. Although the details of the
Program are still being developed, the Debtors currently
estimate that the total cost of the Incentive Plan and Reserve
Fund components of the Program will be approximately $5,616,000,
of which approximately $940,000 has already been paid under the
Incentive Plan and approximately $113,000 has already been paid
from the Reserve Fund. As such, the Debtors estimate that the
Incentive Plan and Reserve Fund combined will cost approximately
$4,563,000 during the pendency of these Chapter 11 Cases.

Mr. O'Neill deems it impossible to predict the cost of the
Income Protection Plan currently offered to salaried employees
since the Debtors do not currently estimate reductions in
workforce. As to the certain employees whose benefits under the
Income Protection Plan are proposed to be extended, the maximum
theoretical cost of such incremental benefits is no greater than
$2,505,000. The Debtors currently estimate that the Income
Protection Plan component of the Program will be no greater than
$2,505,000. As such, the Debtors estimate that the total cost of
the Program during the pendency of these Chapter 11 Cases will
be no greater than $7,068,000.

             The Restructuring Milestone Incentive Plan

Mr. O'Neill states that the Incentive Plan provides incentives
to Key Employees to remain with the Debtors throughout the
Reorganization and to implement the changes needed to
successfully complete the Reorganization. Under the Incentive
Plan, participants can earn an additional bonus equal to 10 -
100% of their annual base pay. Approximately $940,000 has
already been paid under the Incentive Plan. These are the tiers
and bonus eligibilities:

         Participating Employee              Incentive Payment
Tier   (Number of Participants)         (Annualized % of Salary)
----   --------------------------------  ----------------------
    I    Chief Executive Officer (1)               100%
   II    Direct Reports to CEO (5)                  80%
  III    Vice Presidents (19)                   20%-35%
   IV    Directors/Plant Managers (44)          15%-30%
    V    Managers/Other Key Employees (11)      10%-20%

Each Program participant received 25% of their Incentive Plan
bonus after completing the Debtors' 5-Year Business Plan. This
was one of the key steps to developing a restructuring process
and was completed and paid on March 1, 2002.

Mr. O'Neill relates that each participant will receive the
second 25% of their Incentive Plan bonus if and only if they
meet certain operational and restructuring commitments that have
been assigned to each participant. The commitments are based
upon operational activities designated in the Debtors' 5-year
business plan that are to be completed on or before December
2002. Assuming successful attainment of the goals set for the
Key Employees, the Debtor anticipates a payment effective date
on or before December 2002.

Mr. O'Neill tells the Court that the final 50% of their
Incentive Plan bonus will be paid to eligible employees on the
day the plan of reorganization is approved. However, the plan of
reorganization must be approved on or before June 30, 2003 to
qualify for the third phase of the payment. Thus, because a
portion of a participant's payout is contingent upon continuing
service through most-and hopefully all-of the Reorganization
process, the participant will be motivated to stay with the
Debtors and to assist in the Debtors' efforts during these
Chapter 11 Cases. Employees who voluntarily terminate their
employment prior to the Reorganization shall not be entitled to
receive any remaining portion of their bonuses under the
Program. Additionally, money allocated to the Incentive Plan,
but not used due to Key Employee attrition or other extenuating
circumstances will be transferred to the Reserve Fund.

                       The Reserve Fund

According to Mr. O'Neill, a Reserve Fund will be available at
the discretion of the Chief Executive Officer of the Debtors to
be used to encourage retention of other employees whose actions
benefit the restructuring. This fund is generally open to
employees who are observed making substantial operating and
restructuring contributions. Approximately $113,000 has already
been used for payment of certain one-time discretionary bonuses
paid for extenuating circumstances and extraordinary work
efforts. A recommendation form must be submitted stating the
amount that is recommended and the action that the manager
witnessed as a rationale for distributing a one-time bonus. All
recommendations must be approved by the relevant Division
President and must have approval of the Chief Executive Officer
of the Debtors.

The Debtors estimate that the cost of the Incentive Plan and
Reserve Plan combined during the course of the Chapter 11 Cases
will be approximately $4.563 million. Funds not used in
conjunction with the Incentive Plan will be transferred to the
Reserve Fund for use as an award for actions as previously
described.

                     The Income Protection Plan

In the ordinary course of their businesses, Mr. O'Neill submits
that the Debtors have in place an income protection program
designed to retain employees and induce new employees to accept
employment. The benefits of this plan are provided to salaried
employees who are terminated from the Debtors employ for reasons
other than cause, i.e., position elimination or reduction in
staff. Income Protection is based on length of service, salary
grade, and position within the management structure and ceases
when payments are provided for a specific period or the former
salaried Employee obtains other employment with a salary equal
to or greater than the Income Protection amount during the
Income Protection. Therefore, Income Protection accrues only if
and when an employee is terminated without cause. Income
Protection is made up of two components:

A. The Debtors pay the former employee his or her entire salary
    until the date that the former employee obtains new
    employment or the expiration of the Income Protection Period.
    If the former employee obtains new employment at a salary
    less than his or her salary with the Debtors, the Debtors
    will pay the difference between the former employee's salary
    with the Debtors and the former Employee's new salary for the
    Income Protection Period.

B. The Debtors will provide the former employee with health
    benefits until the former employee obtains new employment
    that provides health insurance or until the Income Protection
    Period expires.

By Motion, the Debtors seek the authority to continue Income
Protection for all salaried Employees employed by the Debtors on
the Petition Date. As of the Petition Date, Mr. O'Neill believes
that no current salaried Employee is owed Income Protection. As
for former employees, the Debtors do not intend to pay the
Salary Component to former employees who may have been receiving
income protection payments as of the Petition Date. The Debtors
do, however, request authority to pay the Health Insurance
Component to former employees that remain unpaid as of the
Petition Date. They request to continue the health Insurance
Component for former employees until the former employee either
obtains new employment that offers health insurance or is able
to obtain health insurance under other existing policies (such
as through a spouse or other family member's insurance policy),
or until the Income Protection Period expires.

Additionally, the Debtors propose that, for 13 Key Employees,
the Income Protection Plan that presently applies to all of the
Debtors' salaried employees, which is equal to one year of
income protection, be extended to two years of income
protection. If any such Key Employee is terminated for cause or
leaves voluntarily, Mr. O'Neill assures the Court that the
employee will not be eligible to receive benefits under the
Income Protection Plan. The Debtors anticipate that the
aggregate amount of the incremental payments made by extending
the income protection benefit from one year to two years will be
no greater than $2,505,000. (Exide Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL CORPORATION: Extends Leadership Transition Period
---------------------------------------------------------------
To ensure continuity of leadership during the company's current
restructuring, Federal-Mogul Corporation (NYSE: FMO) announced
that Chairman and Chief Executive Officer Frank Macher and
President and Chief Operating Officer Chip McClure will remain
in their current roles for the foreseeable future -- extending
the transition period before McClure succeeds Macher as CEO and
president.

"Chip McClure and I have agreed to maintain our current
roles as we work with the various bankruptcy committee members
to develop our Plan of Reorganization. Continuity is critical as
we move forward in our ongoing negotiations," Macher said.

"Our first priority is to emerge from Chapter 11 in a timely
and orderly fashion," said McClure.  "It is in the best interest
of all our stakeholders that we remain in our positions for a
longer period of time to allow our progress to continue."

Macher and McClure joined Federal-Mogul on January 11, 2001
-- Macher as chief executive officer and McClure as president
and chief operating officer. Macher was appointed to the
additional position of chairman of the board of directors on
October 1, 2001, the same day the company voluntarily filed for
financial restructuring under Chapter 11 of the U.S. Bankruptcy
Code.  At the time Macher and McClure joined Federal-Mogul, the
company announced a leadership succession plan where McClure
would succeed Macher as chief executive officer and president in
July 2002. (Federal-Mogul Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Wants Permission to Commence Bermuda Proceedings
--------------------------------------------------------------
Certain debtors that are organized in Bermuda -- FLAG Telecom
Holdings Limited, FLAG Limited, FLAG Pacific USA Limited, FLAG
Atlantic Holdings Limited and FLAG Atlantic Limited -- ask the
Court for authority to commence proceedings in the Supreme Court
of Bermuda, and to apply for the appointment of Joint
Provisional Liquidators in a two-fold approach to:

     (1) prevent the seizure of assets or the commencement of
         any liquidation proceedings by foreign creditors who do
         not honor the automatic stay imposed by the United
         States Bankruptcy Court, and

     (2) facilitate the ultimate restructuring of the Debtors
         under Bermuda law.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, tells the
Court that no authorization will be required to commence the
Bermuda proceedings.  This is because such proceedings and the
Chapter 11 cases are to be commenced substantially
contemporaneously and because the Bermuda proceedings will,
effectively, be ancillary to the Chapter 11 cases.

As a result of the accelerated filing of the Chapter 11 cases,
the process of filing for commencing the Bermuda proceedings or
selecting Joint Provisional Liquidators will now go forward on a
post-petition basis. Mr. Reilly says the Debtors have
determined, in the exercise of their business judgment, that the
commencement of the Bermuda proceedings is in the best interests
of their businesses, their creditors and their estates.

Mr. Reilly says the Bermuda proceedings foster two significant
goals underlying the Bankruptcy Code: the principle of providing
a forum for restructuring of all of a debtor's debts rather than
allowing self-help remedies by overzealous creditors, and the
principle of facilitating restructuring and reorganization.
(Flag Telecom Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Fails to Comply with Nasdaq Listing Requirements
--------------------------------------------------------------
FLAG Telecom Holdings Ltd. (Nasdaq: FTHLQ) says that on April
12, 2002, it received a notice from The Nasdaq Stock Market,
Inc. of a determination that the Company's securities are
subject to delisting from The Nasdaq National Market.

This delisting would've been effective at the opening of
business yesterday, April 22, 2002. However, under Nasdaq
Marketplace Rules, the Company has requested a hearing to appeal
that determination. The Nasdaq notice was prompted by the
Company's recently announced Chapter 11 filing as well as
concerns about the ability to sustain compliance with certain
technical requirements for continued listing under Nasdaq's
Marketplace Rules.

The Company has requested an oral hearing before a Nasdaq
Listing Qualifications Panel to appeal the staff determination.
No date for a hearing has been set. This hearing request will
stay the delisting of the Company's stock pending a decision by
the Panel.

In its notice, Nasdaq staff indicated that its decision was
based on Marketplace Rules 4330(a)(1) and 4450(f), which permit
Nasdaq to terminate the inclusion of a security of an issuer
that files for protection under the federal bankruptcy laws, and
the failure to comply with the minimum bid price requirement for
continued listing contained in Marketplace Rule 4450(a)(5). In
addition, Nasdaq's notice stated that the Company's 2002 annual
Nasdaq Issuer Quotation fee has not yet been paid and that, as a
result, the Company does not comply with Marketplace Rule
4310c(13). Consistent with its obligations under the federal
bankruptcy laws, the Company has paid the pro-rata post-filing
portion of this annual fee for 2002. There can be no assurance
that the Panel will grant the Company's request for continued
listing on the Nasdaq National Market.

FLAG Telecom is a leading global network services provider and
independent carriers' carrier providing an innovative range of
products and services to the international carrier community,
ASPs and ISPs across an international network platform designed
to support the next generation of IP over optical data networks.
FLAG Telecom has the following cable systems in operation or
under development: FLAG Europe-Asia, FLAG Atlantic-1 and FLAG
North Asian Loop. Recent news releases and information are on
FLAG Telecom's Web site at http://www.flagtelecom.com


GLOBAL CROSSING: Intends to Assume CEO Legere Employment Pact
-------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates seek Court
approval to assume the Legere/Global Crossing Agreement, as
revised to delete references to AGC and reflect modifications
based on negotiations with the statutory committee of unsecured
creditors appointed in these Chapter 11 cases.

According to Paul M. Basta, Esq., at Weil Gotshal & Manges LLP
in New York, New York, approximately four months before the
Commencement Date, Global Crossing Ltd. (the corporate parent of
the Debtors) hired John J. Legere as its Chief Executive
Officer. At the time Mr. Legere joined Global Crossing, he was
the Chief Executive Officer of Asia Global Crossing Ltd. (AGC),
a 58.8% owned non-debtor affiliate of Global Crossing. Until
shortly before the Commencement Date, Mr. Legere served as Chief
Executive Officer of both Global Crossing and AGC.

Mr. Basta submits that the Debtors are at a crucial stage in
their Chapter 11 cases as they are in the process of
transforming themselves from a cash-consuming commodity
infrastructure and bandwidth provider to a cash flow-positive
communications service provider for carriers and enterprises.
Mr. Legere is the architect and the driving force of that
transformation, having eliminated hundreds of millions of
dollars of capital expenditures and other costs over the past 6
months. He has recently announced an aggressive operating plan
designed to reduce the Debtors' "cash burn" to a minimum over
the balance of 2002 by eliminating additional costs while
maintaining or exceeding existing revenue levels. Successful
implementation of this operating plan will leave the Debtors
with significant cash reserves through the balance of this year.

Mr. Basta claims that Mr. Legere's active service and
participation in the chapter 11 cases are critical to the
restructuring process and the interests of all parties. The
Debtors believe that the loss of Mr. Legere's services will make
it difficult to execute the new operating plan and could be
followed by other defections of key management personnel,
seriously impairing the ability of the Debtors to achieve
reorganization and maximize value. The Debtors also believe that
replacing Mr. Legere with an equally qualified candidate would
be time consuming and expensive.

Mr. Basta relates the Court that Mr. Legere has had two decades
of experience in the telecommunications industry, having a
unique knowledge and understanding of the global
telecommunications market place and of international
telecommunications operations. In February, 2000, AGC hired Mr.
Legere as its Chief Executive Officer, pursuant to an employment
agreement, dated as of February 12, 2000. At that time Mr.
Legere was considering two other offers with comparable
compensation packages but ultimately chose AGC based on his
assessment of the business opportunity presented and the
specific contract terms that were offered.

As part of his compensation package from AGC, Mr. Legere
received a $15 million interest-free loan, the purpose of which
was to compensate Mr. Legere for the loss of his options and
other compensation at Dell. The AGC Loan was structured to be
forgiven in three $5 million annual installments on February 1,
2001, February 1, 2002, and February 1, 2003. The phased
forgiveness of the AGC Loan was intended to provide a meaningful
incentive for Mr. Legere to remain at AGC. In addition, the
parties agreed that any remaining balance under the AGC Loan
would be forgiven in the event Mr. Legere's employment was
terminated by AGC without cause. This provision protected Mr.
Legere against AGC unilaterally precluding him from meeting the
conditions for forgiveness of the loan over time. The first $5
million was forgiven in February, 2001, when Mr. Legere
completed his first year of employment. The balance was forgiven
on January 11, 2002, when AGC terminated his employment without
cause.

As the telecommunications market deteriorated and many telecom
companies commenced bankruptcy cases, Mr. Basta states that the
Board of Directors of Global Crossing evaluated the potential
impact of such market conditions on Global Crossing. As part of
that evaluation, it determined that a change of executive
leadership was necessary and terminated the then Chief Executive
Officer. Based on Mr. Legere's performance as the Chief
Executive Officer of AGC, Global Crossing's Board of Directors
decided that Mr. Legere possessed the skills needed at Global
Crossing. Global Crossing and AGC determined that their
respective interests in maximizing the value of the Network
would be best served if Mr. Legere was the Chief Executive
Officer of both companies. Accordingly, when Global Crossing
hired Mr. Legere, the employment agreement between Mr. Legere
and AGC remained in place, with appropriate modifications to
reflect Mr. Legere's additional responsibilities to Global
Crossing.

After October 3, 2001, Mr. Basta informs the Court that certain
disputes arose between AGC and Global Crossing on a number of
issues, including AGC's assertion that Global Crossing had a
contractual obligation to provide up to $400 million of
additional funding for AGC. The respective Boards of Directors
of Global Crossing and AGC, each appointed a special committee
to address these disputes and the two special committees were in
the process of attempting to resolve those issues when the Board
of Directors of AGC concluded that it needed an independent
Chief Executive Officer. On January 11, 2002, AGC terminated Mr.
Legere's employment without cause and in accordance with his
employment agreement and the terms of the AGC Note, the
remaining balance of the note was automatically forgiven by AGC.

At the time Mr. Legere was hired by the Debtors, Mr. Basta notes
that Global Crossing primarily was a provider of commodity long-
haul telecommunication transport services. Its business plan was
not focused and the company competed with many established and
recently-formed industry participants. Mr. Legere is in the
process of changing the company's strategic goals, part of which
is to migrate existing enterprise and carrier customers to
advanced telecommunication services, such as voice over IP, thus
taking maximum advantage of the global reach and technological
superiority of the Network.

Mr. Legere has also recognized the crucial importance of
preserving as much of the Debtors' cash as possible through the
restructuring process. Despite his brief tenure, he has acted
decisively to eliminate hundreds of millions of dollars of
expenses, while motivating his key management team to improve
services to the approximately 85,000 customers served by Global
Crossing. The Debtors expect to have reduced operating expenses
to a "run rate" below $800 million by the middle of this year,
compared to a $1.5 billion "run rate" for the fourth quarter of
2001.

Mr. Legere is also leading the Debtors' restructuring efforts
through daily interactions with customers, employees, major
creditor constituencies, potential investors, and the media. It
is clear to the Debtors that Mr. Legere is one of the few
individuals with extensive international experience and
expertise in the telecommunications industry, knowledge about
Global Crossing's operations, and motivation to preserve the
estate through the reorganization process and maximize the
recovery for creditors.

Mr. Basta points out that Mr. Legere has made a number of
concessions in recognition of Global Crossing's financial
circumstances. However, the proposed assumption of the
Legere/Global Crossing Agreement with the modifications
described below, is necessary to provide Mr. Legere with
assurance that his contract will be honored.  This will allow
him give undivided attention to Global Crossing and retain and
motivate those executives and employees most critical to the
Debtors' successful prosecution of their Chapter 11 cases.

The Debtors propose to assume the Legere/Global Crossing
Agreement with certain modifications, most of which relate to
removing references to AGC. However, after negotiations with the
Debtors and the Creditors Committee, Mr. Legere has agreed to
certain concessions, which include a 30% reduction in base
salary during the restructuring process, Creditors Committee's
approval of the performance goals for his annual bonus, waiver
of relocation expenses, waiver of all rights under that certain
Change in Control Agreement, dated October 3, 2001 (which
provides for additional severance and other benefits), and a 50%
mitigation of severance payments in certain circumstances. In
addition, Mr. Legere will not be included in any retention plan
or other bonus plan established by Global Crossing for its
employees during the pendency of these Chapter 11 cases. The
modifications to the Legere/Global Crossing Agreement will
become effective on the approval of this motion by the Court.

The following is a summary of the principal executory
obligations of the Legere/Global Crossing Agreement, after
giving effect to the concessions referred to above:

A. Term: October 3, 2004, with automatic one-year renewals,
    unless either the Debtors or Mr. Legere notifies the other at
    least six months before the scheduled expiration date that
    the term is not to renew.

B. Base Salary: Reduced from $1,100,000 to $770,000 during the
    restructuring process (reduction does not affect annual bonus
    or severance calculation).

C. Annual Bonus: Target bonus equal to 125% of Base Salary,
    dependent on meeting specified corporate and individual
    performance goals set by the compensation committee of the
    Global Crossing Board of Directors. The performance goals for
    the annual bonus will be subject to the reasonable approval
    of the Creditors Committee.

D. Tax Indemnification: $5,000,000 paid in advance. Any unvested
    portion of this payment will be repayable to Global Crossing
    if Mr. Legere voluntarily terminates his employment (other
    than for Good Reason). One quarter of the payment will vest
    on each of July 15, 2002, September 2, 2002, December 15,
    2002, and the date the court either confirms a chapter 11
    plan, converts the case to Chapter 7, appoints a trustee, or
    appoints an examiner with powers to oversee business
    operations. The balance of the Tax Indemnification payments
    ($3,838,848) will be made by Global Crossing in four equal
    installments on the dates specified above.

E. Termination of Employment by Global Crossing "For Cause": Mr.
    Legere will be entitled to the amount of any accrued but
    unpaid Base Salary, any unpaid Annual Bonus for the previous
    year, pay for accrued but unused vacation time, un-reimbursed
    business expenses, and any benefits he may be entitled to
    under a Global Crossing benefit plan.

F. Termination of Employment by Mr. Legere "For Good Reason" or
    by Global Crossing "Without Cause": Mr. Legere will be
    entitled to:

     a. the amount of any accrued but unpaid Base Salary,

     b. any unpaid Annual Bonus for the previous year plus a pro
        rata bonus for the current year,

     c. pay for accrued but unused vacation time

     d. recoupment of un-reimbursed business expenses

     e. the vesting of all options,

     f. a lump-sum payment of twice the sum of Base Salary and
        target Annual Bonus, and

     g. continuation of benefits for one year or until such
        earlier date as equivalent benefits are provided from
        other employment.

G. Mitigation of Severance Payments: 50% of any severance
    payment due will be subject to mitigation in the event
    termination of employment occurs after conversion of the case
    to Chapter 7, appointment of a trustee, or appointment of an
    examiner with powers to oversee business operations.

H. Non-solicitation: Two year prohibition on soliciting the
    employment of any Global Crossing employee or the business of
    customers or clients of Global Crossing

I. Indemnification: Indemnification from and against all costs,
    charges, expenses or liabilities whatsoever incurred or
    sustained by Mr. Legere, at the time such costs, charges,
    expenses, or liabilities are incurred or sustained, in
    connection with any action, suit, or proceeding to which Mr.
    Legere may be made a party by reason of his being or having
    been an officer or employee of Global Crossing or AGC.

Finally, Mr. Basta believes that none of the stock options
granted in connection with the original Legere/Global Crossing
Agreement are expected to have any value. The assumption of the
Legere/Global Crossing Agreement, as described herein, is not
intended as a waiver of any rights of Mr. Legere to receive a
future equity incentive in connection with the emergence of
Global Crossing from chapter 11 or for periods after that date.

The Debtors have determined that the assumption of the
Legere/Global Crossing Agreement with the modifications
described in this motion is essential to their restructuring
efforts. Since Mr. Legere joined Global Crossing approximately
six months ago, Mr. Basta tells the Court that he and his senior
management team have developed a comprehensive strategic
operating plan to provide longer term stability to operations.
He has also re-energized senior executives and other employees
of the Debtors. The operating plan includes dramatic steps to
cut costs and conserve cash, while at the same time enhance
services to existing customers and the very significant ongoing
revenue they represent. Global Crossing is in the process of
implementing that operating plan and it is crucial that the
Debtors do not risk the loss of Mr. Legere's services during
this period.

Mr. Legere is prepared to commit to remain at Global Crossing.
Prior to any negotiations concerning assumption of his
employment agreement, he announced that he will voluntarily
reduce his salary by 30% during the restructuring process.
However, due to the forgiveness of the AGC Loan, Mr. Basta
submits that he will have significant tax payments this year.
Without the assumption of his employment agreement, the Debtors
cannot assure him that they have the authority to make the Tax
Indemnification payments required by his current employment
agreement. The Debtors are concerned that the uncertainty of
those payments might compel Mr. Legere to seek employment with
an alternative company willing to protect him against these
payments. Although the Tax Indemnification payments are
significant, the potential loss of Mr. Legere would have far
greater consequences to the Debtors' estates.

Moreover, the Debtors believe that the cost to replace Mr.
Legere would be very significant. Based on a prior analysis
conducted by the management consulting firm Towers Perrin, the
Debtors believe that an executive search itself would cost a
minimum of $1 million and probably take four to five months to
complete. Further, the Debtors estimate that a new chief
executive would require significantly more compensation than
what the Debtors are currently contractually obligated to pay
Mr. Legere. Specifically, the Debtors estimate a new executive
would require approximately $1.2 million in base salary
(compared to the modified base compensation of $770,000 for Mr.
Legere), a bonus of approximately 150% of base (compared to 125%
for Mr. Legere), and either a sign-on bonus or performance bonus
in the range of $10 million to $20 million.

In comparing the modified Legere/Global Crossing Agreement with
employment arrangements of comparable executives in the
marketplace, and of telecommunications companies operating under
Chapter 11, Mr. Basta claims that the Legere/Global Crossing
Agreement as modified herein is fair, reasonable, and
comparable. The modified Legere/Global Crossing Agreement will
give Mr. Legere the appropriate incentive to continue his
employment with Global Crossing and provide the leadership to
enhance the Debtors' operating and financial performance both
during the chapter 11 cases and thereafter, thereby benefiting
all parties in interest.

Mr. Basta asserts that the assumption of the Legere/Global
Crossing Agreement with the modifications specified above is
within the Debtors' "sound business judgment" and will benefit
the Debtors' estates. Specifically, Mr. Legere is an exceptional
executive with 20 years experience in the telecommunications
industry and has developed a unique international expertise. Mr.
Legere possesses a thorough understanding of the Debtors'
businesses. His undivided attention and efforts are necessary in
order to maintain the Debtors' operations and maximize value for
the benefit of all parties in interest. (Global Crossing
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GRAPES COMMS: Court Sets Confirmation Hearing for May 22, 2002
--------------------------------------------------------------
                UNITED STATES BANKRUPTCY COURT
                 SOUTHERN DISTRICT OF NEW YORK

      In re:                           :
                                       : Chapter 11
      GRAPES COMMUNICATIONS N.V./S.A., : Case No. 02-11801 (CB)
                                       :
                         Debtor        :

           NOTICE OF (I) COMBINED HEARING TO APPROVE
             ADEQUACY OF DISCLOSURE STATEMENT AND
            SOLICITATION PROCEDURES AND TO CONFIRM
                 PLAN OF REORGANIZATION AND
           (II) ESTABLISHMENT OF OBJECTION DEADLINES


BY ORDER OF THE UNITED STATES BANKRUPTCY COURT,
HONORABLE CORNELIUS BLACKSHEAR:

      PLEASE TAKE NOTICE that, on April 16, 2002 (the "Petition
Date"), Grapes Communications N.V./S.A., the debtor and debtor
in possession in the above-captioned and numbered chapter 11
case (the "Debtor"), filed a chapter 11 bankruptcy petition in
the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court"). The Debtor has filed a
proposed First Amended Plan of Reorganization (as amended, the
"Plan") and an Offer To Purchase and Consent Solicitation
Statement, dated October 31, 2001, as supplemented by the First
Supplement to Offer to Purchase and Consent Solicitation
Statement, dated November 23, 2001 (the "Disclosure Statement")
pursuant to Secs. 1125 and 1126(b) of title 11, United States
Code, 11 U.S.C. Secs. 101 et seq. (the "Bankruptcy Code").
Copies of the Plan and Disclosure Statement are on file with the
Clerk of the United States Bankruptcy Court for the Southern
District of New York, Alexander Hamilton Custom House, One
Bowling Green, New York, New York 10004, where they are
available for review between the hours of 9:00 a.m. and
4:30 p.m. The Plan and Disclosure Statement are also available
for inspection on the Bankruptcy Court's internet site at
http://www.nysb.uscourts.govor upon written request from the
Debtor's counsel at the following address:

                Shearman & Sterling
                599 Lexington Avenue
                New York, New York 10022
                Attn: Anna Angert
                e-mail: aangert@shearman.com

            Combined Hearing to Consider Compliance
             with Disclosure Requirements and Plan

      A combined hearing to consider compliance with the
disclosure requirements and confirmation of the Plan, any
objections to the Disclosure Statement or procedures for
soliciting votes on the Plan (the "Solicitation Procedures") or
confirmation of the Plan, and any other matter that may properly
come before the Bankruptcy Court will be held before the
Honorable Cornelius Blackshear, United States Bankruptcy Judge,
on May 22, 2002, in Room 608 of the United States Bankruptcy
Court for the Southern District of New York, Alexander Hamilton
Custom House, One Bowling Green, New York, New York 10004, at
2:00 p.m. or as soon thereafter as counsel may be heard (the
"Combined Confirmation Hearing"). The Combined Confirmation
Hearing may be adjourned from time to time without further
notice other than an announcement of the adjourned date or dates
at the Combined Confirmation Hearing or at an adjourned Combined
Confirmation Hearing and will be available on the electronic
case filing docket.

                     Objection Deadline

      Any objections to approval of the Disclosure Statement or
Solicitation Procedures or confirmation of the Plan shall be in
writing, shall conform to the Federal Rules of Bankruptcy
Procedure and the Local Bankruptcy Rules for the Southern
District of New York, shall set forth the name of the objector,
the nature and amount of any claims or interests held or
asserted by the objector against the estate or property of the
Debtor, the basis for the objection, and state with
particularity the legal and factual basis for such objection,
and shall be filed with the Bankruptcy Court at the address
specified in the previous paragraph, with a copy delivered
directly to Chambers, together with proof of service thereof,
and served upon the following persons so as to be received on or
before May 13, 2002, at 5:00 p.m. (New York time):

           (i) SHEARMAN & STERLING
               Counsel for Debtor and Debtor in Possession
               599 Lexington Avenue
               New York, New York 10022
               (212) 848-4000
               Attn: James L. Garrity, Esq.

          (ii) CADWALADER, WICKERSHAM & TAFT
               Counsel for the Noteholder Committee
               55 Gracechurch Street
               1st Floor
               London, England EC3 VOEE
               Attn: Viqar Shariff, Esq.

         (iii) OFFICE OF THE UNITED STATES TRUSTEE
               33 Whitehall Street
               21st Floor
               New York, New York 10004
               Attn: Carolyn S. Schwartz, Esq.
                     Greg Zipes, Esq.

      UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN
ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE
BANKRUPTCY COURT.

      The times fixed for the hearing on, and objections to,
confirmation of the Plan may be rescheduled by the Bankruptcy
Court in the event that the Bankruptcy Court does not find
compliance with the disclosure requirements on May 22, 2002.
Notice of the rescheduled date or dates, if any, will be
provided by an announcement at the hearing held on May 22, 2002,
or at an adjourned hearing, and will be available on the
electronic case filing docket.

                   Dated: New York, New York
                          April 18, 2002

                          James L. Garrity, Jr. (JG-8389)
                          Stacey C. Spevak (SS-0199)
                          William Hauptman (WH-4577)
                          SHEARMAN & STERLING
                          599 Lexington Avenue
                          New York, New York 10022
                          Telephone: (212) 848-4000
                          Facsimile: (212) 848-7179
                          ATTORNEYS FOR DEBTOR AND
                          DEBTOR IN POSSESSION

For more information and a collection of relevant documents, see
http://www.grapesnet.com/English/investor.htm


HMG WORLDWIDE: Gets Nod to Retain Robinson Silverman as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the retention and employment of Robinson Silverman
Pearce Aronsohn & Berman LLP as bankruptcy counsel to HMG
Worldwide Corporation and its debtor-affiliates in these chapter
11 cases.

The Debtors made it clear that the employment of Robinson
Silverman under a general retainer is appropriate and necessary
to enable the Debtors to faithfully execute their duties as
debtors and debtors in possession and to implement their
restructuring and reorganization.

As bankruptcy counsel, Robinson Silverman will:

      a) take all necessary action to protect and preserve the
         estates of the Debtors, including the prosecution of
         actions on the Debtors' behalf, the defense of any
         actions commenced against the Debtors, the negotiation
         of disputes in which the Debtors are involved, and the
         preparation of objections to claims filed against the
         Debtors' estates;

      b) prepare on behalf of the Debtors, as debtors in
         possession, all necessary motions, applications,
         answers, orders, reports, and other papers in connection
         with the administration of the Debtors' estates;

      c) negotiate and prepare on behalf of the Debtors a plan or
         plans of reorganization and all related documents; and

      d) perform all other necessary legal services in connection
         with the prosecution of these chapter 11

Robinson Silverman will charge the Debtors its regular rates for
services:

           Partners           $340 to $425
           Associates         $165 to $325
           Legal Assistants   $110 to $135

Presently, HMG Worldwide Corporation and its debtor-affiliates
are in the process of exiting the manufacturing portions of
their businesses and reorganizing as marketing, sales and design
companies, with third parties to do all required manufacturing.
The Company filed for chapter 11 protection on October 23, 2001.
Ira L. Herman, Esq. at Robinson Silverman et al., represents the
Debtors in their restructuring effort. When the Company filed
for protection from its creditors, it listed total assets of
$34,542,000 and total debts of $61,946,000.


HUBBARD: Appoints KMPG as Trustee Under BIA Proposal in Canada
--------------------------------------------------------------
Hubbard Holding Inc., a Montreal-based textile manufacturer and
converter of fabrics, filed on April 18 a Notice of Intention
with the Official Receiver stating its intention to make a
proposal under the provisions of Section 50.4(1) of the
Bankruptcy and Insolvency Act and appointing KPMG Inc., Licensed
Trustee, to act as trustee under the proposal.

Consequently, and unless the Court grants an additional delay,
HUBBARD must file a proposal to its creditors within thirty (30)
days following the filing of the Notice.

HUBBARD's wholly owned subsidiaries, Hubbard Fabrics Inc. and
Hubbard Dyers (1991) Inc., have already filed a notice of their
intention to make a proposal and have been granted a delay to
file such proposal not later than May 6, 2002.

The common shares of HUBBARD are listed on the TSX Venture
Exchange and trade under the symbol "HUB". The TSX Venture
Exchange does not accept responsibility for the adequacy or
accuracy of this release.


IFR SYSTEMS: Aeroflex Commences Tender Offer for All IFR Shares
---------------------------------------------------------------
Aeroflex Incorporated (Nasdaq Symbol: ARXX) has commenced a
tender offer for all shares of IFR Systems, Inc. (Nasdaq
Symbol:IFRS), for $1.35 net per share in cash. The tender offer
is pursuant to the previously announced definitive agreement,
which was approved by the boards of directors of both Aeroflex
and IFR. IFR's board also recommended to its stockholders that
they accept the offer to tender their shares. The offer and
withdrawal rights will expire at 12:00 noon New York City time
on May 20, 2002, unless extended.

Upon any acceptance for purchase of IFR shares in the tender
offer, Aeroflex will make a loan to IFR in the amount of $48.8
million to repay IFR's bank indebtedness of approximately $84
million, including interest. IFR is currently in default under
the terms of its bank indebtedness. Following the tender offer,
it is expected that there will be a merger in which all
remaining shares of IFR will be converted into the right to
receive the same cash price of $1.35 per share in accordance
with the agreement. The entire transaction is valued at
approximately $60 million.

The consummation of the tender offer is conditioned on receipt
of 50.1% of IFR's then outstanding shares on a fully diluted
basis. The tender offer and the other transactions contemplated
by the agreement are also subject to customary conditions, as
well as the continued forbearance of IFR's bank lenders and the
discharge of IFR's obligations under its credit agreement.

Aeroflex Incorporated, through its subsidiaries, designs,
develops and manufactures state-of-the-art microelectronic
module, integrated circuit, interconnect and testing solutions
used in broadband communication applications. The Company's
common stock trades on the Nasdaq National Market System under
the symbol ARXX and is included in the S&P SmallCap 600 index.
Additional information concerning Aeroflex Incorporated can be
found on the Company's Web site: http://www.aeroflex.com


INTEGRATED HEALTH: Rejecting One and Assuming Nine THCI Leases
--------------------------------------------------------------
As previously reported, Integrated Health Services, Inc. and
certain of its direct and indirect subsidiaries lease 10
properties from THCI Company LLC for the purpose of operating
healthcare facilities.  On May 7, 2001, the Debtors filed a
motion and subsequently an amendment seeking authority to assume
the leases for 5 of the Leased Properties and reject the leases
for 5 of the Leased Properties.  THCI objected, arguing that the
10 leases expired by their own terms on May 31, 2001.

The parties have reached agreement to settle their dispute and
Judge Walrath put her stamp of approval on a stipulation
memorializing the parties' agreement.  The Stipulation provides
that:

1.  The Debtors reject the Carriage-by-the-Lake Facility,
     and assume the leases as amended and restated by the new
     Master Lease.

2.  With respect to the Carriage-by-the-Lake Facility:

     (a) The Debtors are authorized to transfer the Carriage-by
         the-Lake Facility to a new operator identified and
         approved by THCI.

     (b) The Debtors shall use commercially reasonable efforts to
         facilitate transfer of operations at the Carriage-by-
         the-Lake Facility to the New Operator.

     (c) The Debtors and the New Operator of the Carriage-by-the-
         Lake Facility shall negotiate in good faith with the
         United States Department of Health and Human Services,
         Centers for Medicare and Medicaid Services in connection
         with the transfer of the Medicare and Medicaid provider
         agreements from the Debtors to the New Operator. The
         transfer shall include a release by the United States of
         America and/or the State of Ohio of any defaults or
         claims against the New Operator related to or arising
         under the Carriage-by-the-Lake Facility's Medicare or
         Medicaid provider agreements or Medicare and Medicaid
         Statutes and Regulations. In the event that the Debtors
         are unable to obtain such agreements, the Tenant shall
         provide THCI and the New Operator with an indemnity
         acceptable to THCI and the New Operator with respect to
         any pre-transfer defaults or claims related to or
         arising under the Medicare and Medicaid provider
         agreements or Medicare or Medicaid Statutes and
         Regulations.

     (d) Any transfer of the Carriage-by-the-Lake Facility shall
         be accomplished pursuant to a mutually agreeable
         Operations Transfer Agreement.

     (e) The Tenant for this facility will continue to operate
         the Carriage-by-the-Lake Facility in accordance with all
         obligations under the lease until such time as the
         Carriage-by-the-Lake Facility is transferred to the New
         Operator in accordance with paragraph 2(b) of this
         Stipulation, or until the Facility is vacated after a
         Wind Down (as defined in the Stipulation). Debtors will
         pay use-and-occupancy at the lease rent rate at the
         Carriage-by-the-Lake Facility for the months of April
         2002, May 2002, and June 2002. Thereafter, the use-and-
         occupancy will step down by 20% of the June 2002 use-
         and-occupancy per month until the Carriage-by-the-Lake
         Facility is transferred to the New Operator.

         On or after November 1, 2002, the Debtors have the right
         to commence a Wind Down of the facility upon 30 days'
         notice to THCI, and THCI may require the Debtors to
         commence a Wind Down of the facility upon 30 days'
         notice.

     (f) The Debtors will be responsible for the operating losses
         up to the date that the facility is transferred, and may
         keep the profits up to the date that the facility is
         transferred.

     (g) The Carriage-by-the-Lake Facility cannot be transferred
         to the New Operator until such time as the Facility is
         licensed in accordance with Chapter 3721 of the Ohio
         Revised Code and implementing regulations. The Debtors
         agree to reasonably cooperate with THCI and the New
         Operator in its license application.

3.  Within 30 days of the date of this Stipulation, or at such
     time thereafter as the Parties may agree, the Parties shall
     enter into a master lease agreement amending and restating
     the Leases. Because of the related nature of the leases for
     the 9 Leased Properties, the parties intend to integrate the
     Leased Properties into a single portfolio of properties. The
     parties also agree that the Leased Properties must be tied
     together economically so that the revenue from the entire
     portfolio of Leased Properties will be used to run each of
     the Leased Properties with adequate funding and staffing.

     The Master Lease provides for the following:

   (a) The Master Lease shall be a single triple net lease;

   (b) The base rent for all of the Leased Properties shall total
       $8,100,000 per annum, with escalations of 2.5% per annum.

   (c) The terms of the lease for all of the Leased Properties
       shall be for 10 years.

   (e) The Debtors shall have the right to extend the terms of
       the Master Lease for all of the Leased Properties for 2
       consecutive 5 year periods, based upon a continuation of
       the rent, with escalations at 2.5% per annum.

   (f) Tenant may not, without the prior written consent of
       Landlord, which consent shall be at Landlord's sole
       discretion, assign the Master Lease or sublet all or any
       part of the leased property. Transfers or issuances of a
       majority or more of stock or other beneficial interests in
       Tenant shall he deemed an assignment.

       Notwithstanding the foregoing, Tenant reserves the right
       to subsequently assign the Master Lease, pursuant to
       section 365(f)(2)(B) of the Bankruptcy Code, to a third
       party prior to and separate from or, alternatively, in
       connection with the confirmation of the plan or plans of
       reorganization filed in these cases.

4.  THCI waives any claims that it may have with respect to
     previous years' additional rent payments for all of the
     Leased Properties, waives all use and occupancy charges for
     the Carriage-by-the-Lake Facility except as expressly
     provided in the Stipulation, and waives rejection damages
     with respect to the Carriage-by-the-Lake Facility.

5.  The Debtors withdraw their remaining requests for relief
     that were set forth in the Motion.

6.  The Debtors will pay all reasonable legal fees and expenses
     that were incurred by THCI during the course of the Dcbtors'
     bankruptcy. (Integrated Health Bankruptcy News, Issue No.
     33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED TELECOM: Board Approves Plan of Complete Liquidation
---------------------------------------------------------------
Integrated Telecom Express, Inc. (Nasdaq: ITXI), said that its
Board of Directors has unanimously deemed advisable the
dissolution of the Company and has approved a plan of complete
liquidation and dissolution for which the Company will seek
stockholder approval. The Company expects to liquidate all
assets, including its inventory and intellectual property.

The announcement came as a result of the Company's previously
announced exploration of various strategic alternatives,
including efforts to sell the Company outright. Lehman Brothers
was engaged to assist the Company in its exploration of
strategic alternatives.

"This announcement [Fri]day is based on our internal exploration
of various strategic alternatives," stated Daniel Chen, ITeX's
Chairman of the Board. "We have recently completed an exhaustive
evaluation of several factors including ITeX's technology,
customer relationships, strategic partners, as well as
opportunities for organic growth and growth through merger or
acquisition. Upon careful consideration from our managers and
advisors, the Board believes that this action represents the
best overall return to our shareholders."

The Company expects to submit a plan of complete liquidation and
dissolution to its stockholders for approval at a special
meeting of stockholders to be held on a future date to be set by
the Board.

Integrated Telecom Express, Inc. (ITeX), headquartered in San
Jose, California, designs, manufactures and markets ADSL
integrated circuits and software solutions. ITeX products
include analog and digital semiconductor devices with operating
system drivers and network protocol software. ITeX is a
contributing member of the standards bodies including DSL Forum,
OpenDSL, ITU and T1E1. ITeX is also a member of the University
of New Hampshire InterOperability Laboratory (UNH-IOL), where it
has demonstrated interoperability with equipment from all major
Digital Subscriber Line Access Multiplexer (DSLAM) vendors.
Further information about ITeX is available at
http://www.itexinc.com


INTERDENT INC: Banks Agree to Waive All Loan Covenant Defaults
--------------------------------------------------------------
InterDent, Inc. (Nasdaq/NM:DENT) announced the completion of an
amendment to the Company's Credit Facility and its results for
the fourth quarter and year ended December 31, 2001.

On April 15, 2002, the Company signed an amendment to its Credit
Facility. Under the terms of the amendment, the Company's banks
agreed to substantially reduce the Company's quarterly principal
repayment obligations through March 31, 2003. The Company's
previously scheduled quarterly principal payments due July 1,
2002, October 1, 2002, and January 1, 2003, have each been
reduced from $7.2 million to $300,000. All previous covenant
defaults have been permanently waived and the financial
covenants have been reset.

In commenting on the amendment to the Credit Facility, H. Wayne
Posey, InterDent's chairman and chief executive officer, stated,
"We are very pleased that we have completed this amendment to
our Credit Facility. This amendment gives our company the time
to begin realizing benefits from its operational improvement
initiatives implemented in late 2001 and early 2002. We also
view the successful completion of this amendment as a vote of
confidence by our bank group in our company's future."

Net revenue in the fourth quarter of 2001 was $61.3 million
compared with $79.1 million in the fourth quarter of 2000.
Adjusted for all dispositions in or prior to the fourth quarter
of 2001 ("adjusted basis"), net revenue in the fourth quarter of
2001 was $61.0 million compared with $59.8 million in the fourth
quarter of 2000. Net revenue for the year ended December 31,
2001, was $282.6 million compared with $293.2 million for the
year ended December 31, 2000. On an adjusted basis, net revenue
for 2001 was $247.0 million compared with $233.4 million for
2000. Same-office sales growth was 7.4% for the year ended
December 31, 2001, compared with the prior year period.

For the fourth quarter of 2001, the Company reported a net loss
attributable to common stock of $2.4 million, compared with a
net loss of $51.5 million for the prior year fourth quarter. For
the year ended December 31, 2001, the Company reported a net
loss attributable to common stock of $35.1 million, compared
with a net loss of $48.7 million for fiscal year 2000.
InterDent's EBITDA for the fourth quarter of 2001 was $5.0
million compared with $2.8 million for the same period last
year. InterDent's EBITDA for the year ended December 31, 2001,
was $19.8 million compared with $25.3 million for the prior
year. EBITDA is a commonly used measure of financial performance
that is earnings before interest, taxes, depreciation and
amortization. InterDent's EBITDA also includes an addback of
loss on dental location dispositions and impairment of long-
lived assets.

During 2001 and 2000, EBITDA was impacted by restructure and
merger charges, executive stock compensation expense,
nonrecurring consulting fees and legal fees related to two
significant lawsuits, all of which are unusual expenses. These
unusual expenses total $7.7 million in 2001 and $4.0 million in
2000. On an adjusted basis and not including the impact of these
unusual items, EBITDA for the fourth quarter of 2001 was $5.2
million compared with $1.6 million for the fourth quarter of
2000. On an adjusted basis and not including the impact of these
unusual items, EBITDA for the year 2001 was $23.4 million
compared with $22.2 million for the year 2000.

Mr. Posey added, "Calendar year 2001 was a pivotal year for
InterDent. Changing direction from our previous strategy of
rapid growth through acquisition, we have focused exclusively on
our core operations. During the second half of 2001, we began
creating and implementing operational improvement initiatives
that will reap benefits for many years to come. We have created
groundbreaking programs in the area of dentist recruiting,
career development and retention. A Dental Advisory Board has
been created to ensure that "best practices" are developed and
implemented, to improve the quality of care for patients, and to
foster strong relationships with our providers. We have also
focused extensively on improvement of internal communications
across the Company, creating a new culture that is proactive,
optimistic and confident about the future. All of this positive
momentum is carrying over to our stakeholders, as is evidenced
by the amendment to our Credit Facility and recent interest by
potential investors."

InterDent provides dental management services in 141 locations
in California, Oregon, Washington, Nevada, Arizona, Hawaii,
Idaho, Oklahoma and Kansas with total annualized patient
revenues under management of approximately $250 million. The
Company's integrated support environment and proprietary
information technologies enable dental professionals to provide
patients with high quality, comprehensive, convenient and cost-
effective care.


INT'L FIBERCOM: TenX Capital Takes Over Assets & Certain Debts
--------------------------------------------------------------
TenX Capital Partners, a private equity firm focused on
acquiring under performing technology and telecommunications
companies, completed the acquisition of the assets and certain
specified liabilities of International FiberCom (Nasdaq: IFCIQ).
The transaction has received approval from the US Bankruptcy
Court. TenX will operate the company under a new name - General
Fiber Communications, Inc.

The acquisition is one of several planned by the Philadelphia-
area firm over the next year. Mike Green, TenX general partner,
said, "Coupled with TenX's proven approach for revitalizing
businesses, this acquisition results in a strong, well-
capitalized telecom services company that is well-positioned to
ride-out the downturn and prosper during the recovery of the
telecommunications market."

TenX's acquisition marks a successful completion to a process
begun in February 2002, when International FiberCom filed for
reorganization under Chapter 11 of the Federal Bankruptcy Code.
Peter Woog, who has stepped down from his position as Chairman
and Chief Executive Officer of International FiberCom,
commented, "Though the last several months have been difficult
for International FiberCom's shareholders, customers, suppliers
and employees, moving forward, we are confident that the TenX
agreement represented the best interest of International
FiberCom's stakeholders." Gerard Klauer Mattison (GKM) acted as
advisor to International FiberCom in this process. Phil Courten,
GKM managing director, said "Successfully completing this
transaction under such difficult circumstances and in a
challenging telecom environment is testimony to the strength and
perseverance of the Company's management team and the value of
the franchise that they built over the past several years.
Critical to the success of the deal was TenX's superior level of
understanding of the company and the issues facing management,
and their ability to move quickly to provide a strong foundation
to establish business stability as rapidly as possible."

General Fiber will capitalize on the leadership established by
International FiberCom in the design, development, and
installation of communications networks for cable TV operators,
telecom companies, and Internet service providers. General
Fiber's services include broadband design engineering, premises
wiring, systems integration, and installation of central office
and head-end equipment, as well as development and installation
of proprietary products to enhance wireless communications.

General Fiber will be led by TenX's Murat Aslansan, who will
serve as the company's chief executive officer. Mr. Aslansan
will bring the required discipline and passion for delivering
commitments that he applied as an executive at TenX, General
Electric, and The Stanley Works. "Matching key talent, world-
class processes, and our service capacity to our markets will be
the key ingredients of our success," said Aslansan, "and we'll
work very hard to re-establish our divisions as the vendor-of-
choice in their respective markets."

General Fiber Communications is a leading end-to-end solutions
provider for the telecommunications industry, offering a broad
range of engineering-based solutions designed to enable and
enhance voice, data and video communications through fixed and
wireless networks. The company designs, deploys, and manages
internal and external networks infrastructure for leading
wireline, wireless and broadband telecommunications providers
and corporations.

Founded in 1999, TenX Capital Partners is a hybrid private
equity investment and business management firm. TenX makes
controlling investments in select middle-market companies in
telecommunications, technology, defense/aerospace and business
services sectors, providing the investment capital to lead
buyouts, recapitalizations, turnarounds and divestitures.
Through its unique Operational Acquisition(SM) model, TenX goes
well beyond traditional financial acquirers by complementing its
investments with human capital from its Business & Executive
Management team. For more information about TenX, visit the
firm's Web site at http://www.tenxcapital.com


JOBS.COM: TMP Acquires Debtors' URL & Trademark for $800,000
------------------------------------------------------------
TMP Worldwide Inc., the company that operates the Monster.com
online recruiting web site, had acquired the rights to the
Jobs.com URL and trademark out of bankruptcy for $800,000.

TMP Worldwide's initial plans call for the Jobs.com site to
serve as an umbrella platform for several of the New York-based
company's existing and future online job board initiatives.
According to the Deal, TMP Worldwide also plans to provide state
unemployment departments around the country with the ability to
host their respective job posting web sites through the Jobs.com
portal.  Jobs.com filed for bankruptcy in March 2001. (ABI
World, Apr 19)


JUNIPER CBO: Fitch Places Low B & Junk Ratings On Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed seven classes from Juniper CBO 1999-1
Ltd., a collateralized debt obligation (CDO), on Rating Watch
Negative after reviewing the performance of the transaction.
Increased levels of defaults and deteriorating credit quality of
the portfolio have increased the credit risk of the transaction
to a point where the risk may no longer be consistent with its
ratings.

The following securities have been placed on Rating Watch
Negative:

                     Juniper CBO 1999-1 Ltd.

                -- Class A-1 notes 'AAA';

                -- Class A-2 notes 'AA+';

                -- Class A-3A notes 'BB-';

                -- Class A-3B notes 'BB-';

                -- Class B-1 notes 'B-';

                -- Class B-2 notes 'CC';

                -- Class B-2A notes 'CC'.

Juniper CBO 1999-1 Ltd. is currently failing its class A OC test
at 98.3% with a trigger of 115% and its class B OC test at 87.2%
with a trigger of 104%. The transaction's portfolio has
experienced over $29.3 million (7.1% of collateral) in new
defaults since the beginning of March 2002. Fitch previously
downgraded six classes from this transaction on Feb. 4, 2002.


KAISER ALUMINUM: Asks Court to Bar Maxxam from Stock Disposition
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates urge the
Court to prohibit MAXXAM Inc., or MAXXAM Group Holdings Inc.,
from any disposition of Kaiser stock which is in violation of
the automatic stay.  This includes the sale, transfer, or
exchange of MAXXAMs' stock in Kaiser or treating any if its
Kaiser stock as worthless for federal income tax purposes. The
Debtors propose that MAXXAM first seek relief from the Court so
that the Court may determine whether a disposition will
jeopardize Kaiser's ability to utilize certain tax attributes
that are property of the bankruptcy estate.

According to Edward A. Kaplan, Vice President of Taxes for
Kaiser Aluminum Corporation and Kaiser Aluminum & Chemical
Corporation, such action from MAXXAM may deprive Kaiser of its
ability to utilize full value of its net operating losses
(NOLs), foreign tax credits, and minimum tax credits. While
there are other 5% shareholders of Kaiser stock, MAXXAM is the
only 5% shareholder with a sufficient number of shares to
independently effectuate an ownership change.

Mr. Kaplan explains that NOLs and taxes have significant
potential value to Kaiser because they can be used to shelter
taxable income (including gains from asset sales) or offset
cancellation of indebtedness income resulting from the
reorganization process. Used as deductions, the potential value
of Kaiser's NOLs is about $20,000,000. Tax credits can be used
at their face value, subject to certain limitation, making
potential value of Kaiser's foreign tax credits and minimum tax
credits more than $120,000,000.

Mr. Kaplan estimates that as of December 31, 2001, the Kaiser
U.S. consolidated tax group had various tax attributes that were
of significant potential value, including NOLs of approximately
$60,000,000, foreign tax credits of about $94,000,000 and
minimum tax credits worth $27,000,000. There will be additional
tax attributes that Kaiser will generate during the course of
2002 and beyond, up and until the conclusion of the
reorganization process. (Kaiser Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: US Trustee Amends Institutional Committee Membership
----------------------------------------------------------------
The Official Committee of Financial Institutions of Kmart
Corporation lost one member, as HSBC Bank USA resigns.  The six
remaining members are:

                JP Morgan Chase
                380 Madison Avenue, Floor 9
                New York, New York 10017
                Attn: Agnes L. Levy

                Bank of New York
                One Wall Street
                New York, New York 10286
                Attn: Harold F. Dietz

                Fleet National Bank
                100 Federal Street
                Boston, Massachusetts 02110
                Attn: James J. O'Brien

                Wilmington Trust Co.
                520 Madison Avenue, 33rd Floor
                New York, New York 10022
                Attn: James Nesci

                First Union National Bank
                1339 Chestnut Street
                Philadelphia, Pennsylvania 19107
                Attn: Jill W. Akre

                Credit Suisse First Boston
                11 Madison Avenue
                New York, New York 10010
                Attn: Sharon M. Meadows

Kathryn Gleason, Esq., is the trial attorney for the U.S.
Trustee's office assigned to Kmart's chapter 11 cases. (Kmart
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


L90 INC: Faces Nasdaq Delisting due to Requirement Noncompliance
----------------------------------------------------------------
L90, Inc. (Nasdaq: LNTY, LNTYE), an online media and direct
marketing company, has received notice from Nasdaq that its
common stock would be subject to potential delisting as a result
of the Company's delay in filing its annual report for 2001 on
Form 10-K.  This filing delay was previously announced by the
Company in a press release on April 12, 2002 as a result of its
ongoing internal investigation.

The Company intends to request a hearing before a Nasdaq Listing
Qualifications Panel to continue the listing of the Company's
common stock, in accordance with Nasdaq rules.  Once the Company
requests a hearing, no delisting would occur until the hearing
is held and the Panel makes its determination.

As previously announced, the Company's internal investigation is
progressing as rapidly as possible, and the Company hopes to
complete the investigation and file its 10-K before the date of
the hearing.  There is no assurance the Panel will grant the
Company's request for continued listing.

Nasdaq also notified the Company that the trading symbol for the
Company's common stock has been changed from "LNTY" to "LNTYE,"
effective April 18, 2002.  Nasdaq issued the notice under Nasdaq
Marketplace Rule 4310(C)(14).

L90 is an online media and direct marketing company that works
with marketers and publishers to build valuable relationships
with customers on the Internet.  L90 provides advertisers with
brand name sites, network reach, and innovative programs for
online advertising and direct marketing.  L90 has advertising
representation relationships with Web sites that are grouped
into targeted channels, such as Automotive, Entertainment and
Travel, which offer marketers an attractive platform to target
consumers.  The company also creates innovative advertising
programs that include a suite of digital marketing tools, called
ProfiTools.  ProfiTools include sponsorships, opt-in e-mail,
newsletters, content integration, micro-sites and sweepstakes
and help marketers achieve their goals of branding, customer
acquisition, sales, traffic and customer retention.
Headquartered in Los Angeles, L90 has additional offices in New
York, San Francisco, Chicago, Miami, and Seattle.


LEAPFROG SMART: Florida Unit Files for Chapter 11 Reorganization
----------------------------------------------------------------
Leapfrog Smart Products, Inc. (OTC Bulletin Board: FROG), a
Colorado corporation, clarifies that the recent Chapter 11
filing was on behalf of its wholly owned subsidiary, Leapfrog
Smart Products, Inc., a Florida corporation. The parent company
with the same name, Leapfrog Smart Products, Inc., the Colorado
corporation and the publicly reporting entity, has not filed
Chapter 11.  The parent company and all of its other operating
subsidiaries remain open and actively conducting business.

The parent company also announces it has negotiated a $400,000
bridge funding investment from a private investor.  The first
installment has been received.  The funding is expected to
provide sufficient operating capital until the expected
$3,900,000 funding from Broad Street Capital Partners I, Ltd.,
closes.  The principals of Broad Street remain committed to
Leapfrog and are confident that the funding will occur within
the third quarter.

Leapfrog is poised at the forefront of providing proprietary
software and hardware solutions, including biometric
technologies developed for user authentication and access
control in both computer networks and physical environments.
The company intends to be a recognized leader in providing Smart
Card software and hardware solutions.  For more information on
Leapfrog, please visit the Company's Web site at
http://www.leapfrog-smart.com


MAIL-WELL INC: Posts $21.6 Million Net Loss for March Quarter
-------------------------------------------------------------
Mail-Well, Inc., (NYSE: MWL) announced the results for the
quarter ended March 31, 2002. Pro forma results for continuing
operations before restructuring and other charges were $0.03 per
share on sales of $392 million during the first quarter compared
to $0.09 per share on sales of $433 million for the same period
the previous year. The corresponding results for the "New" Mail-
Well, which exclude the results of assets held for sale, were
$0.02 per share on $365 million of sales for the first quarter
compared to $0.06 per share on $411 million of sales for the
same period last year. Including restructuring and other
charges, continuing operations lost $8.3 million in the quarter.

As part of Mail-Well's previously announced consolidation of
certain Envelope plants and other restructuring programs, a
charge of $13.6 million before taxes was taken during the
quarter.  Also during the quarter, a review of the expected net
proceeds from dispositions, which are still in the $300 million
range (including the proceeds from Curtis 1000), required the
recognition of an additional charge which brought the loss from
discontinued operations to $8.5 million for the quarter. During
the quarter, Mail-Well completed a very successful issuance of
$350 million of senior notes due 2012 with a 9-5/8% coupon.
Part of the proceeds were used to pay down existing bank debt,
which required the write off of deferred financing fees which
gave rise to an extraordinary loss of $4.8 million net of taxes.
As a result, the Company lost $21.6 million during the quarter.

Paul Reilly, Chairman, President and CEO, stated, "We have yet
to see a turnaround in our markets.  As a matter of fact, they
were down in the first quarter 2002 compared to the fourth
quarter of 2001.  Within an environment of very soft sales, our
cost cutting measures and our strategic initiatives are
continuing to be effective.  However, sales will need to improve
from the first quarter levels for us to achieve our total year
forecasts of $145 million of EBITDA.  At current running rates,
our full year forecast EBITDA would be approximately $130
million for "New" Mail-Well."

Reilly continued, "During the quarter, we announced the closing
of the sale of Curtis 1000.  The process for the sale of the
Label and Printed Office Products segments and other non-core
assets is proceeding, and we expect to complete further sales
during the second quarter. In the first quarter, our Label and
Printed Office Products businesses have continued to operate
well and generate results in accordance with expectations."

Mail-Well (NYSE: MWL), until 2001, had specialized in four
growing multibillion-dollar market segments in the highly
fragmented printing industry:  commercial printing, envelopes,
labels and printed office products. Mail-Well currently has
approximately 13,000 employees, more than 140 printing
facilities and numerous sales offices throughout North America
and the United Kingdom.  The previously announced strategic plan
will result in the company concentrating on its Envelope and
Commercial Print segments where it holds leading positions.
These segments achieved sales of $1.6 billion in 2001. The other
segments will be exited.  The company is headquartered in
Englewood, Colorado.

                             *   *   *

As previously reported, Standard & Poor's assigned its double-
'B' rating to the proposed $300 million senior unsecured notes
due 2012 to be issued by Mail-Well I Corp., and guaranteed by
its holding company, Mail-Well Inc., whose ratings were also
affirmed.

Ratings reflect Englewood, Colorado-based Mail-Well's narrow
business focus, competitive business conditions, and weak credit
measures.


METALS USA: Court Fixes July 8, 2002 as General Claims Bar Date
---------------------------------------------------------------
Judge Greendyke orders that the General Bar Date for claims
against Metals USA, Inc., and its debtor-affiliates, and
applicable to all creditors, except governmental units, is July
8, 2002.  He also directs the Debtors to mail the notice of the
General Bar Date to all creditors and parties-in-interests by
May 8, 2002. (Metals USA Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: GE Capital Wants Prompt Postpetition Rent Payment
--------------------------------------------------------------
General Electric Capital Corp. asks the Court for an order:

A. requiring NationsRent Inc., and its debtor-affiliates to
    timely pay and perform all their Post-petition obligations
    under their equipment leases with GE Capital;

b. granting GE Capital an allowed priority administrative
    expense claim for all rental payments and other obligations
    arising post-petition under the GE Capital equipment leases;

C. requiring the Debtors to provide GE Capital adequate
    protection of its interests in all equipment leased or
    financed through GE Capital; and,

Michael D. DeBaecke, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, informs the Court that on February 7,
2002, representatives of the Debtors (including Debtors'
counsel, Ezra Shashoua, the Debtors' CFO, and Pam Beal, the
Debtors Treasurer) attended a meeting with a majority of the
Debtors' equipment lessors. At the meeting, the Debtors
confirmed to GE Capital and others that they had stockpiled
approximately $37,500,000 in cash. In addition, the Debtors have
received final approval to borrow up to $55,000,000 under the
DIP secured credit facility.

Mr. DeBaecke notes that despite the availability of cash and the
mandatory provisions of Bankruptcy Code Section 365(d)(10), the
Debtors have failed to make any post-petition payments to GE
Capital, or, according to information and belief, to any other
equipment lessor. Similarly, the Debtors have failed to provide
any adequate protection of GE Capital's interests in equipment
either leased to the Debtors or financed through GE Capital.

Mr. DeBaecke reminds the Court that in excess of $16,000,000
worth of the equipment used by the Debtors to generate rental
income in their businesses is either leased or financed through
GE Capital. As a result, GE Capital's equipment is subject to
continual wear and tear, and depreciation. However, the Debtors
have failed to make any lease or debt service payments and have
not provided GE Capital with proof of current insurance coverage
covering the Leased and Financed Equipment or offered any other
form of adequate protection to GE Capital.

In order to provide adequate protection of GE Capital's
interests on its Equipment, Mr. DeBaecke requires the Debtors,
at a minimum, to:

A. timely make all post-petition lease and debt service
    payments;

B. immediately provide GE Capital with proof of insurance
    covering all of the Leased Equipment and Financed Equipment
    in accordance with the terms of their agreements;

C. properly maintain and repair all Leased Equipment and
    Financed Equipment;

D. account for and identify the location of each piece of
    equipment;

E. allow GE Capital access to the Debtors' premises to inspect
    the Leased Equipment and Financed Equipment; and,

F. account for and turnover to GE Capital the proceeds,
    including insurance proceeds, of any equipment sold, lost, or
    destroyed by the Debtors.

To the extent the adequate protection ordered by the Court
proves to be inadequate and the value of GE Capital's interests
in the equipment declines, Mr. DeBaecke proposes that any claim
by GE Capital is entitled to superiority administrative status.
Under the circumstances, it is entirely appropriate and
reasonable to require the Debtors to decide in short order
whether to reject or assume the Leases. Therefore, he suggests
that the Debtors give their decision within 30 days.(NationsRent
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


OMEGA HEALTHCARE: Annual Shareholders' Meeting Set for May 30
-------------------------------------------------------------
The Annual Meeting of Stockholders of Omega Healthcare
Investors, Inc. will be held at the Holiday  Inn Select,
Baltimore-North, 2004 Greenspring Drive, Timonium, Maryland on
Thursday, May 30, 2002, at 10:00 A.M. EST, for the following
purposes:

      1.   To elect four members to the Board of Directors;

      2.   To amend the Articles of Incorporation and Bylaws to
           increase the maximum size of the Board of Directors
           from nine to thirteen directors.  If the amendments
           are approved, it is presently intended to fix the size
           of the Board of Directors at ten and fill the
           resulting one vacant seat with C. Taylor Pickett,
           Chief Executive Officer.

      3.   To transact such other business as may properly come
           before the meeting or any adjournment thereof.

The nominees for election as directors are Thomas W. Erickson,
Harold J. Kloosterman and Donald J. McNamara, each of whom
presently serve as a director of Omega.

The Board of Directors has fixed the close of business on April
12, 2002 as the record date for the determination of
stockholders who are entitled to notice of and to vote at the
meeting or any adjournments thereof.

Omega Healthcare Investors ends the burden of real-estate
management. The real estate investment trust (REIT) is
capitalizing on the desire of health care companies to get out
of the real estate business by selling their properties and
leasing them back. Omega Healthcare Investors owns more than 200
long-term care, skilled nursing, assisted living, and acute care
facilities and provides mortgages for about 60 more properties;
the company also owns two rehabilitation hospitals. Although
Omega Healthcare Investors usually targets long-term care
properties in the US, it is seeking investments to broaden the
diversity of its portfolio in terms of geographic location and
operator and facility type.

                          *   *   *

As reported in December 3, 2001, by Troubled Company Reporter,
Fitch downgraded its 'B+' rating to 'B-', and placed the
rating on Rating Watch Negative, for Omega Healthcare Investors,
Inc.'s outstanding $97.6 million 6.95% senior unsecured notes
due June 15, 2002 and $100 million 6.95% senior unsecured notes
due Aug. 1, 2007.

In the same report, Fitch also affirmed its 'D' preferred stock
rating on Omega's outstanding $57.5 million series A 9.25%
cumulative preferred stock and $50 million series B 8.625%
cumulative preferred stock.

Fitch's rating action, the report said, was precipitated by
liquidity concerns surrounding the company's $236.6 million of
scheduled debt maturities in 2002 and the continued weakness in
Omega's operations.


ON SEMICONDUCTOR: Reaches Pact to Amend Senior Bank Facilities
--------------------------------------------------------------
ON Semiconductor Corp. (Nasdaq:ONNN) has reached agreement with
its bank group to amend its senior bank facilities.

The company had previously announced its intention to issue a
new series of senior secured notes and use the net proceeds to
repay a portion of its senior bank facilities. As a result of
the bank amendment, which would become effective upon completion
of the offering of the senior secured notes:

      --  minimum interest expense coverage ratio and maximum
leverage ratio requirements will not apply until periods
beginning after Dec. 31, 2003, in each case as compared to Dec.
31, 2002 currently required under the credit agreement;

      --  from Jan. 1, 2004 to June 30, 2006, the minimum
required interest expense coverage ratio will decrease and the
maximum permitted leverage ratio will increase, in each case as
compared to the ratios currently required under the credit
agreement;

      --  minimum EBITDA levels will apply until Dec. 31, 2003
and minimum cash levels will apply until certain minimum
interest coverage ratio and maximum leverage ratio requirements
are met; and

      --  sales of plant, property and equipment in connection
with specified restructuring activities will be permitted.

ON Semiconductor offers an extensive portfolio of power- and
data-management semiconductors and standard semiconductor
components that address the design needs of today's
sophisticated electronic products, appliances and automobiles.
For more information visit ON Semiconductor's Web site at
http://www.onsemi.com


PACIFIC GAS: Conditions to Confirmation of CPUC's Alternate Plan
----------------------------------------------------------------
The Commission's Plan (to reorganize Pacific Gas & Electric
Corporation) shall not be confirmed by the Bankruptcy Court
unless and until the following conditions shall have been
satisfied:

(a) the Bankruptcy Court shall have entered an order or orders,
     which may be the Confirmation Order, approving the
     Commission's Plan, authorizing and directing the Debtor to
     execute, enter into and deliver the Plan, and to execute,
     implement and take all actions necessary or appropriate to
     give effect to the transactions contemplated by the Plan;
     and

(b) the Confirmation Order shall be, in form and substance,
     acceptable to the Commission.

                          Effectiveness

The Commission's Plan shall not become effective unless and
until the following conditions shall have been satisfied or
waived pursuant to Section 8.4 of the Commission's Plan:

(a) the Confirmation Order, in form and substance acceptable to
     the Commission, shall have been entered by the Bankruptcy
     Court on or before October 31, 2002, and shall have become a
     Final Order;

(b) the Effective Date shall have occurred on or before January
     31, 2003;

(c) all actions, documents, instruments and agreements necessary
     to implement the Plan shall have been effected or executed;

(d) the Reorganized Debtor shall have consummated the sale of
     the Reorganized Debtor New Money Notes and the Common Stock
     as contemplated under the Plan and the proceeds thereof
     shall, in addition to the Debtor's available Cash, be
     sufficient to pay all Allowed Claims to be paid under the
     Plan and to fund the escrows for Disputed Claims;

(e) the Bankruptcy Court shall have entered an order, which may
     be the Confirmation Order, approving the Debtor's dismissal
     with prejudice of the Claims Against the State;

(f) the Bankruptcy Court shall have entered an order, which may
     be the Confirmation Order, approving the Debtor's entry into
     the New Tax Sharing Agreement and the Debtor shall have
     executed and delivered the same;

(g) the Debtor shall dismiss all Claims Against the State with
     prejudice and the Debtor shall have executed and delivered
     to the Commission all pleadings and release documents
     required by the Commission and the State of California,
     which shall be in form and substance satisfactory to the
     Commission and the State.

(h) S&P and Moody's shall have issued credit ratings for the
     Reorganized Debtor and its debt securities of not less than
     BBB- and Baaa3, respectively.

(i) the Debtor shall have received all authorizations, consents,
     regulatory approvals, rulings, letters, no-action letters,
     opinions or documents that are necessary to implement the
     Plan including, without limitation, any and all Commission
     approvals and rulings necessary to implement the Plan; and

(j) the Plan shall not have been modified in a material way,
     including any modification pursuant to Section 11.10 of the
     Plan, since the Confirmation Date.

The Commission may waive by a writing signed by an authorized
representative(s) and subsequently filed with the Bankruptcy
Court, one or more of the conditions precedent set forth in the
Plan, described above.

In the event that one or more of the conditions to the Effective
Date described above shall not have occurred or been waived on
or before January 31, 2003,

(a) the Confirmation Order shall be vacated,

(b) no distributions under the Commission's Plan shall be made,

(c) the Debtor and all holders of Claims and Equity Interests
     shall be restored to the status quo ante as of the day
     immediately preceding the Confirmation Date as though the
     Confirmation Order had never been entered, and

(d) the Debtor's obligations with respect to Claims and Equity
     Interests shall remain unchanged and nothing contained in
     the Plan shall constitute or be deemed a waiver or release
     of any Claims or Equity Interests by or against the Debtor
     or any Person or Governmental Entity or to prejudice in any
     manner the rights of the Debtor or any Person or
     Governmental Entity in any further proceedings involving the
     Debtor;

provided, however, that the amounts paid pursuant to Section
4.2(a) of the Commission's Plan on account of Post-Petition
Interest may be recharacterized as a payment upon the applicable
Allowed Claims, in the Debtor's sole discretion, but the Debtor
will not otherwise seek to recover such amounts.

            Implementation and Effect of Confirmation

On the Effective Date, except as otherwise transferred, sold or
otherwise provided for in the Commission's Plan, the property of
the Debtor's estate shall vest in the Reorganized Debtor.

From and after the Effective Date, the Reorganized Debtor may
operate its business, and may use, acquire and dispose of
property free of any restrictions imposed under the Bankruptcy
Code. As of the Effective Date, all property of the Reorganized
Debtor shall be free and clear of all Liens, claims and
interests of holders of Claims and Equity Interests, except as
otherwise provided in the Commission's Plan.

Unless otherwise provided, all injunctions or stays provided for
in the Chapter 11 Case under section 105 of the Bankruptcy Code,
or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect in accordance with the terms of
such injunctions.

Unless otherwise provided, the automatic stay provided under
section 362 of the Bankruptcy Code shall remain in full force
and effect until the Effective Date. As of the Effective Date,
any and all avoidance claims accruing to the Debtor under
sections 502(d), 544, 545, 547, 548, 549, 550 and 551 of the
Bankruptcy Code and not then pending, shall be extinguished.

All other Causes of Action of the Debtor, other than those
expressly released or dismissed with prejudice under the Plan,
shall vest in the Reorganized Debtor, subject, among other
things, to the Commission's right to determine whether any
proceeds of such Causes of Action should be payable to or
otherwise benefit the Debtor's and the Reorganized Debtor's
ratepayers.

On the Effective Date, the promissory notes, bonds, debentures
and all other debt instruments evidencing any Claim, including
Administrative Expense Claims, other than those that are
reinstated and rendered unimpaired or renewed and extended
pursuant to Article IV of the Plan, respectively, shall be
deemed canceled without further act or action under any
applicable agreement, law, regulation, order or rule and the
obligations of the Debtor under the agreements and indentures
governing such Claims, as the case may be, shall be discharged.
The Common Stock and Preferred Stock representing Equity
Interests shall remain outstanding. Holders of promissory notes,
bonds, debentures and any and all other debt instruments
evidencing any Claim shall not be required to surrender such
instruments. (Pacific Gas Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PHAR-MOR: Committee Brings-In Ernst & Young for Financial Advice
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
approves the retention of Ernst & Young Corporate Finance LLC as
Financial Advisors to the Official Committee of Unsecured
Creditors of Phar-Mor, Inc. nunc pro tunc to October 5, 2001.

Ernst & Young will perform certain financial analyses for the
Committee and provide restructuring and related advice as
requested. In particular, Ernst & Young will:

      a) analyze the current financial position of the Debtors;

      b) analyze the Debtors' business plans, cash flow
         projections, restructuring programs, and other reports
         or analyses prepared by the Debtors or their
         professionals in order to advise the Committee on the
         viability of the continuing operations and the
         reasonableness of projections and underlying
         assumptions;

      c) analyze the financial ramifications of proposed
         transactions for which the Debtors seek Bankruptcy Court
         approval including the cash collateral order, DIP
         financing, assumption/rejection of leases, management
         compensation/retention and severance plans and payment
         of professional fees;

      d) analyze the Debtors' internally prepared financial
         statements and related documentation, in order to
         evaluate the performance of the Debtors as compared to
         projected results on an ongoing basis;

      e) attend and advise at meetings with the Committee, its
         counsel and representatives of the Debtors;

      f) assist and advise the Committee and its counsel in the
         development and documentation of any plans of
         reorganization or strategic transactions, including
         developing, structuring and negotiating the terms and
         conditions of potential plans or strategic transactions
         and the value of consideration that is to be provided to
         unsecured creditors;

      g) render expert testimony on behalf of the Committee;

      h) analyze historical financial transactions including
         sales of assets, purchase of assets, investments in
         marketable securities and any other cash expenditure or
         disbursement from the Debtors' and

      i) provide such other services, as requested by the
         Committee and agreed by Ernst & Young.

The Committee agrees to pay Ernst & Young:

      a) a monthly advisory fee of $150,000 for the months of
         October, November, and December 2001 and January 2002
         and $125,000 thereafter;

      b) a success fee:

           Return to General           Cash Success Fee
           Unsecured Creditors            Percentage
           -------------------         ----------------
           20% to 30%                        1%
           greater than 30% to 40%           2%
           greater than 40% to 50%           2.5%
           greater than 50%                  3%

      c) a standard hourly rates for actual time incurred:

           Partner                    $550 - $625
           Senior Manager             $450 - $475
           Manager                    $370 - $435
           Senior Consultant          $250 - $275
           Staff Consultant           $195 - $215

Phar-Mor, Inc., a retail drug store chain, filed for Chapter 11
Protection on September 24, 2001. Michael Gallo, Esq. at Nadler,
Nadler and Burdman represents the Debtors in their restructuring
efforts.


PINNACLE HOLDINGS: Forbearance on Sr. Credit Facility Expires
-------------------------------------------------------------
Pinnacle Holdings Inc. (Nasdaq: BIGT) announced that the
previously announced forbearance agreement that it and its
subsidiaries, including Pinnacle Towers Inc., entered into on
November 16, 2001, as amended on December 12, 2001, February 6,
2002 and as amended and restated on March 8, 2002, and as
further amended as of April 12, 2002, with the lenders under
their senior credit facility, expired pursuant to its previously
announced terms on Friday, April 19, 2002, without further
extension, as an extension was not obtained by such date of a
financing commitment from the prospective lenders for one of the
investors that Pinnacle has been negotiating a potential equity
investment in Pinnacle as part of its previously announced
efforts to recapitalize Pinnacle.

While Pinnacle continues to be in active negotiations with the
Potential Investor regarding a potential equity investment in
Pinnacle, no definitive agreement has been reached.

Pinnacle is continuing discussions with its lenders to secure a
new forbearance agreement.  Based on these discussions with the
lenders, Pinnacle believes that it is likely that in order to
obtain a new forbearance agreement form its lenders, Pinnacle
must obtain either an extension or replacement of the Commitment
or Pinnacle must enter into a definitive agreement with respect
to an equity investment in Pinnacle or other significant
deleveraging transaction that results in a recapitalized
Pinnacle.

Pinnacle currently believes that it is unlikely that Pinnacle
will be able to obtain an extension of the Commitment unless
Pinnacle enters into a definitive agreement with the Potential
Investor.  Pinnacle can not provide any assurance that a
definitive agreement will be reached with the Potential Investor
or any other investor, or that Pinnacle will be able to obtain
an extension or replacement of the Commitment.  Nor can Pinnacle
provide any assurance that if such a definitive agreement with
an investor is reached or the Commitment is obtained or replaced
the lenders under Pinnacle's senior credit facility will grant a
new forbearance agreement.

As previously disclosed, as of March 15, 2002, Pinnacle Holdings
stopped paying interest on all of its Convertible Notes, which
resulted in a default under the Convertible Notes indenture and
a cross default under Pinnacle's senior credit facility.
Because of these defaults, or, in the case of Pinnacle's senior
credit facility, Pinnacle failure Friday to obtain any further
extension of its forbearance agreement, the holders of Pinnacle
Holdings' 10% Senior Discount Notes due 2008 and the Convertible
Notes or the lenders under Pinnacle's senior credit facility
could declare a default and demand immediate repayment and,
unless Pinnacle cures the defaults, they could seek a judgment
and attempt to seize Pinnacle's assets to satisfy the debt to
them.  The security for Pinnacle's senior credit facility
consists of substantially all of Pinnacle and Pinnacle Towers'
assets, including the stock of direct and indirect subsidiaries.
The defaults under these agreements could adversely affect
Pinnacle's rights under other commercial agreements.

As previously disclosed, Pinnacle has been actively seeking
additional capital and considering ways to deleverage its
capital structure.  In December 2001, Pinnacle engaged the
Gordian Group, L.P., a New York investment banking firm, to
assist it in further exploring a variety of investment and
deleveraging alternatives, including stand-alone
recapitalization and third-party investment scenarios, both in
and out of bankruptcy.  A variety of potential investors and
other third parties have been contacted as part of that process
since mid-2001.  While Pinnacle has been in active discussions
with potential investors, including its ongoing negotiations
with the Potential Investors, no definitive agreements have been
reached.  Based on discussions Pinnacle has had to date with
potential investors, Pinnacle currently anticipates that an
investment in, and recapitalization of, Pinnacle could entail
some or all of the following:

      * an investment in Pinnacle in exchange for substantially
all of Pinnacle Holdings' equity  interest in the recapitalized
company;

      * holders of our Senior Notes and Convertible Notes
receiving consideration in the form of cash and/or equity
interests in the recapitalized company in exchange for their
current interests; provided that, because the Convertible Notes
are subordinated to the Senior Notes, the holders of the
Convertible Notes would likely receive substantially less
consideration than the holders of the Senior Notes; and

      * other secured claims and general unsecured claims of
Pinnacle being paid substantially  in full in accordance with
their respective terms.

Pinnacle expects that in order to complete any proposed
investment and recapitalization it will be necessary for
Pinnacle to file a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code and that an investment and
recapitalization would be implemented through the confirmation
and consummation of a plan of reorganization.  In such a case,
Pinnacle currently anticipates that a plan of reorganization
would provide that holders of claims and interests with respect
to the equity securities or rights to acquire equity securities
of Pinnacle would be entitled to little or no recovery and that
those claims and interests would be cancelled for little or no
consideration.  Accordingly, and as indicated in Pinnacle's
previous disclosures, Pinnacle anticipates that all, or
substantially all, of the value of all investments in common
stock of Pinnacle Holdings will be lost.

While Pinnacle attempts to implement a recapitalization,
assuming its creditors do not take actions disruptive to
Pinnacle's operations as a result of Pinnacle's aforementioned
defaults, Pinnacle anticipates trying to generally continue to
operate in the ordinary course of business, subject to the
provisions of the U.S. Bankruptcy Code should Pinnacle seek
relief under Chapter 11 of the U.S. Bankruptcy Code.  Pinnacle's
plans with respect to a recapitalization would contemplate that
its trade suppliers, unsecured trade creditors, employees and
customers would not be materially adversely affected while
Pinnacle is involved in the recapitalization process, even if
that process involves Chapter 11 bankruptcy proceedings.  During
Pinnacle's pursuit of a recapitalization, Pinnacle has attempted
to maintain normal and regular trade terms with its suppliers
and customers.  There can be no assurance that Pinnacle's
suppliers will continue to provide normal trade credit or credit
on terms acceptable to it, if at all, or that customers will
continue to do business or enter into new business with
Pinnacle.

Pinnacle is a provider of communication site rental space in the
United States and Canada.  At December 31, 2001, Pinnacle owned,
managed, leased, or had rights to in excess of 4,400 sites.
Pinnacle is headquartered in Sarasota, Florida.  For more
information on Pinnacle visit its Web site at
http://www.pinnacletowers.com

Pinnacle Holdings Inc.'s 10% bonds due 2008 (BIGT1) are trading
at a price of 26, says DebtTraders. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=BIGT1


POLAROID: Sale Pact Promises One Equity $6 Million Break-Up Fee
---------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates ask the Court's
authority to sell substantially all of their assets, free and
clear of all liens, claims, encumbrances and interests other
than the specified Assumed Liabilities, and exempt from any
stamp, transfer, recording or similar taxes, to One Equity
Partners.  The Debtors also request the Court to determine that
the Purchaser will be the successor to the Debtors under Section
1145(a) of the Bankruptcy Code solely with respect to Warrants
and any common stock of the Purchaser issued in accordance with
the Purchase Agreement.

The Proposed Purchaser of the Debtors' assets is One Equity
Partners, which has already signed the Purchase Agreement.
However, such Sale to OEP is subject to a higher or better bid
from other Qualified Bidders through an Auction.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, relates that the Debtors sought
the help of Dresdner Kleinwort Wasserstein, Inc. to pursue the
Debtors' asset divestures or alternative transactions. In turn,
Dresdner meet with 80 potential partners or buyers of the
Debtors' Acquired Assets.  Of the 80, 44 signed confidentiality
agreements.  Dresdner trimmed the list to five and distributed
bid proposals to these parties.

After substantial Due Diligence, OEP opted to make an offer for
the Acquired Assets. Negotiations involved the purchase of
substantially all of the assets of the Debtors' business and all
of the shares of the companies that operate the businesses held
by the Debtors. Salient terms of the Purchase Agreement are:

   (a) Purchase Price (the "Cash Consideration"): In addition to
       the Warrants and the assumption of the Assumed
       Liabilities, the consideration for the Acquired Assets
       will be $264,500,000:

        (i) minus the amount, if any, by which the Net Worth of
            the Debtors at Closing is less than $747,300,000, the
            Net Worth of the Debtors set forth in the Debtors'
            projected balance sheet as of June 30, 2002 or plus
            the amount, if any, up to the Net Worth Increase
            Cap, by which the Net Worth of the Debtors at Closing
            is greater than the Net Worth of the Debtors set
            forth in the Projected Balance Sheet; and

       (ii) minus the amount, if any, by which the net income of
            the Debtors on a consolidated basis, calculated in
            accordance with the GAAP Principles, for the period
            between January 1, 2002 and the Closing Date exceed
            the projected net income of the Debtors under the
            2002 Financial Plan for the same period by more than
            $30,000;

   (b) Purchase Price Adjustment: The Cash Consideration is
       subject to a purchase price adjustment as set forth in
       the Agreement;

   (c) Holdback Escrow: The Purchase Agreement provides for the
       creation of any escrow into which, as part of the Cash
       Consideration, OEP will at the closing cause $15,000,000
       to be deposited. The Holdback Escrow serves as the sole
       source of recovery by OEP in connection with any
       Purchase Price Adjustment;

   (d) Deposit Amount: After the execution of the Purchase
       Agreement, OEP is required to deliver $10,000,000 to the
       Escrow Agent as a deposit. The terms and conditions
       governing the payment or return of the Deposit, in whole
       or in part, is controlled by the Purchase Agreement;

   (e) Acquired Assets: The Acquired Assets consist of:

       (1) all of the Debtors' rights, title and interest in and
           to all of the outstanding capital stock of the
           Acquired Subsidiaries; and

       (2) all of each of the Debtors' rights, title and
           interests in and all of the Debtors' properties,
           assets and rights of every nature, kind and
           description, tangible and intangible, wherever such
           properties, assets and rights are located and whether
           real, personal or mixed, whether accrued, contingent
           or otherwise, other than the Excluded Assets, free
           and clear of any and all encumbrances in accordance
           with, and will all of the protections afforded by
           Sections 363 and 365 of the Bankruptcy Code;

   (f) Excluded Assets: Certain assets, properties and rights
       are not included in the Acquired Assets and will be
       retained by the Debtors;

   (g) Sale Free and Clear: The Acquired Assets are to be
       transferred free and clear of all liens, claims,
       encumbrances and interests other than the Permitted
       Encumbrances and the Assumed Liabilities in the Purchase
       Agreement;

   (h) Executory Contracts and Leases:

       (1) As soon as practicable after the date of the Purchase
           Agreement, the Debtors must assume and assign
           to OEP the Assumed Contracts;

       (2) In addition, subsequent to the date of the Auction
           but prior to the Closing, OEP may notify the Debtors
           of their intention to assume any other or additional
           Contracts of the Debtors relating to the Business
           that has not been rejected, assumed or assigned by
           the Debtors or is not subject of a pending Bankruptcy
           Court motion of the Debtors to reject, assume or
           assign as of the date of such notice;

       (3) In connection with any such assumption and assignment
           of the Assumed Contracts, OEP will be responsible for
           any Cure Amounts;

   (i) Assumed Liabilities: OEP assumes no liability or
       obligation of the Debtors except specific liabilities and
       obligations of the Debtors, which OEP wii pay, perform,
       or discharge in accordance with their terms, subject to
       any defenses or claimed offsets asserted in good faith
       against the obligee to whom such liabilities or
       obligations are owed;

   (j) Excluded Liabilities: OEP does not assume or in any
       manner whatsoever be liable or responsible for any
       liability of any Debtor, or any predecessors or Affiliates
       of any Debtor, any of their respective representatives or
       any claim against any and all of the foregoing, whether
       matured or unmatured, known or unknown, contingent or
       absolute, direct or indirect, whensoever incurred, whether
       or not related to the Business, other than the Assumed
       Liabilities;

   (k) No Solicitation: The Purchase Agreement contains a no
       solicitation clause pursuant to which the Debtors are
       prohibited from soliciting a higher and better offer
       until the date the Bankruptcy Court enters the Sale
       Procedures Order;

   (l) Bidding Protections: Under the terms of the Purchase
       Agreement, OEP is entitled to certain Bidding Protections:

       (1) Termination Payment: In the event the Purchase
           Agreement is terminated because:

           -- the Bankruptcy Court approves a Competing
              Transaction;

           -- the Debtors dispose of, directly or indirectly all
              or a material portion of the Business or the
              Acquired Assets or file a plan of reorganization or
              liquidation for any of the Debtors which does not
              provide for the sale of the Acquired Assets to OEP
              under this Agreement, or upon the confirmation of
              any such plan, whether or not filed by the Debtors;

           -- any Debtor default or Breach of any such
              Debtor's representations and warranties, covenants,
              agreements, terms or conditions in the Purchase
              Agreement, the Ancillary Agreements or in any
              exhibit, schedule, writing, document, instrument
              or certificate delivered pursuant to the Purchase
              Agreement or in connection with the transactions
              contemplated hereby, which default or Breach will
              be incapable of being cured or, if capable of being
              cured, will not have been cured within 30 business
              days after receipt by the Debtors of written notice
              of such default or Breach from OEP and which
              default or Breach would entitle OEP not to
              consummate the Closing of the Agreement:

           -- there is any event, development or change of
              circumstance that has had, individually or in the
              aggregate, a Material Adverse Effect; or

           -- OEP is ready, willing and able to consummate the
              Closing and the Debtors have willfully failed or
              refused to consummate the Closing within five days
              after the satisfaction of all conditions precedent
              to Closing, then the Debtors are obligated to pay
              OEP an amount equal to $6,000,000;

       (2) Expense Reimbursement: In the event this Agreement is
           terminated because:

           -- a Governmental Authority has issued an order,
              decree or ruling, in each case, which has the
              effect of permanently restraining, enjoining or
              otherwise prohibiting the Contemplated Transactions
              and such order, decree, ruling or other action
              shall have become final and non-appealable or

           -- the Sale Order has not been entered by the
              Bankruptcy Court and become final and non-
              appealable on or before June 25, 2002, or

           -- the Closing has not occurred on or before July 31,
              2002, or

           -- the Closing has not occurred on or before
              August 31,2002,

           then the Debtors are obligated to pay OEP an amount
           equal to OEP's reasonable fees and expenses incurred
           in connection with the transactions contemplated by
           this Agreement.

Pursuant to the Purchase Agreement, Mr. Galardi contends that
the sale to be free and clear of any liens, claims, encumbrances
and interests is warranted because, with the Lenders' knowledge
of the proposed sale, the Debtors are confident of obtaining
their consent, thereby satisfying Section 363(f)(2) of the
Bankruptcy Code. Moreover, if any other encumbrance is present,
Mr. Galardi proposes protect such encumbrance by having it
attached to the net proceeds of the sale, subject to any claims
and defenses the Debtors may possess.

Under Bankruptcy Code Section 1146(c), Mr. Galardi determines
that the Sale may be free from any transfer taxes as the sale is
instrumental in the Debtors' effort to formulate an effective
plan of reorganization.

Mr. Galardi argues that, pursuant to Section 363(b)(1) of the
Bankruptcy Code, the Sale Motion should be granted because:

     (a) the Debtors' businesses are deteriorating rapidly;

     (b) the financial advisor have concluded that the best way
         to maximize the value of the estate is to sell the
         Debtors' businesses, thereby preserving substantial
         goodwill of the businesses, maintaining customer
         relationships and avoiding a liquidation sale;

     (c) the Purchaser has offered substantial value for the
         Acquired Assets and is anxious to consummate the
         transaction;

     (d) the Sale is to be subjected to competing bids to enhance
         the Debtors' ability to receive the highest and best
         value for their businesses;

     (e) the proposed Auction demonstrates the fairness and
         reasonableness of the process and the true value of the
         business;

     (f) the Debtors and OEP conducted the negotiation at
         arm's-length;

     (g) With the proposed Bidding Procedure, OEP cannot exert
         any undue influence over the Debtors; and

     (h) All parties will be adequately notified. (Polaroid
         Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)


POLYMER GROUP: Working Capital Deficit Tops $872MM at Dec. 29
-------------------------------------------------------------
Polymer Group,Inc. is a leading worldwide manufacturer and
marketer of a broad range of nonwoven and oriented polyolefin
products. The Company is one of the largest producers of
spunbond and spunmelt products in the world, and employs the
most extensive range of nonwovens technologies which allows it
to supply products tailored to customers' needs at competitive
prices. Nonwovens provide certain qualities similar to those of
textiles at a significantly lower cost.

The Company supplies engineered materials to a number of the
largest consumer and industrial products manufacturers in the
world. Polymer Group Inc. has a global presence with an
established customer base in both developed and developing
markets. The Company's product offerings are sold principally to
converters that manufacture a wide range of end-use products.
The Company operates twenty-five manufacturing facilities
(including its joint ventures in Argentina, China and Turkey)
located in eleven countries and is currently the only nonwovens
producer that utilizes essentially all of the established
nonwovens process technologies.

The waiver of default under the Company's senior credit facility
expired on December 29, 2001, in accordance with its terms, and
the Company was in default under its senior credit facility. On
December 31, 2001, the Company entered into an agreement with
its bank lending group, pursuant to which the Company's senior
bank lenders had agreed to a forbearance period during which
they had agreed not to exercise certain remedies available to
them as a result of an existing covenant default under the
Company's senior credit facility.

On January 31, 2002, the Company announced active negotiations
with a third party were underway that could potentially lead to
a comprehensive financial restructuring and that the Company
would be unable to satisfy, among others, a condition in the
Forbearance Agreement dated December 30, 2001, requiring the
Company to deliver to the senior lenders a complete and
comprehensive recapitalization proposal by January 31, 2002. On
February 1, 2002, the Company announced that it had entered into
Amendment No.1 dated January 31, 2002 to the Forbearance
Agreement.

On March 26, 2002, the Company announced it had received
notification that an involuntary Chapter 11 petition had been
filed against the Company. The Company had commenced discussions
with the petitioning creditors on a potential consensual and
prompt withdrawal of the petition, and if the petition is not
withdrawn the Company anticipates that the court will dismiss
the petition in light of the Company's exchange offer and
comprehensive financial restructuring currently in progress. On
March 27, 2002, the Company announced it had filed a motion to
dismiss the involuntary Chapter 11 filing and on April 3, 2002,
the Company announced the dismissal of the Involuntary Petition
filed against the Company on March 25, 2002 in the Federal
Court, District of South Carolina.

                     Operating Results - 2001

Consolidated net sales were $815.6 million in 2001, a decrease
of $46.4 million, or 5.4%, over 2000 consolidated net sales of
$862.0 million. The decrease in net sales was due primarily to
lower sales volume of $19.4. Foreign currency had a negative
impact on sales of $10.7 million and pricing pressure and
product mix issues resulted in a decline in sales of $16.3
million.

Consumer net sales were $463.6 million in 2001 compared to
$486.3 million in 2000, a decrease of $22.7 million, or 4.7%.
Certain specialized manufacturing assets continued to be
underutilized due to certain high margin consumer products not
returning to historical sales levels. Competitive pricing
pressure continued within the spunmelt market resulting in lower
selling prices. Foreign currencies, predominantly in Europe and
Canada were weaker against the U.S. dollar during 2001 compared
to 2000. The reductions in sales have been partially offset by
an increase in medical supplies sales that had been declining.
Industrial and Specialty net sales were $352.0 million in 2001
compared to $375.7 million in 2000, a decrease of $23.7 million,
or 6.3%. The Company continued to experience product mix issues
resulting in sales of lower margin products and lower selling
prices. In addition, longer than anticipated commercialization
periods for new products developed using the APEX technology
have resulted in delayed sales. Sales also decreased as a result
of weaker foreign currencies, predominantly in Europe and
Canada, against the U.S. dollar in 2001 compared to 2000.

                          Operating Loss

The consolidated operating loss for fiscal 2001 was $163.3
million due primarily to unusual charges recorded during the
fourth quarter that included asset impairment, plant realignment
and special charges. Excluding the unusual items, consolidated
operating income was $27.2 million in 2001, a decrease of $57.4
million, or 67.8%, from 2000 consolidated operating income of
$84.6 million due to lower operating results in each business
segment.

Consumer operating income before unusual charges was $29.1
million in 2001 compared to $62.2 million in 2000, a decrease of
$33.1 million, or 53.3%. Certain specialized manufacturing
assets continued to be underutilized due to certain high margin
consumer products not returning to historical sales levels.
Competitive pricing pressure continued within the spunmelt
technology resulting in lower selling prices. Foreign
currencies, predominantly in Europe and Canada, were weaker
against the U.S. dollar during 2001 compared to 2000. The cost
of raw material inputs did not decrease as expected, and these
costs could not be passed along to customers due to soft demand.
Total consolidated energy costs have increased from 2000 to 2001
by approximately $4.4 million. Selling, general and
administrative costs increased approximately $2.1 million as a
result of the Company acquiring a majority share in its joint
venture in Argentina during mid-2000.

Industrial and Specialty operating loss before unusual charges
was $1.9 million in 2001 compared to $22.4 million in 2000, a
decrease of $24.3 million, or 108.5%. During 2001 the Company
continued to experience product mix issues resulting in sales of
lower margin products and lower selling prices.
Commercialization periods for certain products developed using
the APEX technology have been longer than anticipated, and
expected ramp-up of APEX products failed to materialize during
2001 resulting in increased APEX costs over year 2000. In 2001
there was increased depreciation relating to the ramp up of the
third APEX line. Certain foreign currencies, predominantly in
Europe and Canada, were weaker against the U.S. dollar in 2001
versus 2000. Raw material inputs did not decrease as expected
and these costs could not be passed along to customers due to
soft demand. In addition, selling, general and administrative
costs were negatively affected by higher provisions for bad debt
within certain businesses during fiscal 2001.

Net loss rose $243.2 million from a loss of $4.3 million, in
2000 to a loss of $247.6 million in 2001.

                               Liquidity

The Company generated cash from operations of $10.5 million in
2001 as compared to $51.5 million in 2000. The decrease in cash
generated from operations of $41.0 million in 2001 is primarily
a result of a reduction in operating income, excluding asset
impairment charges, of $66.6 million. Increased interest expense
due to a higher average amount of indebtedness outstanding and a
failure to complete certain transactions required under the
Credit Facility negatively impacted cash generated from
operations as did cash costs associated with the Company's
restructuring in the latter part of 2001.

The Company had a working capital deficit of approximately
$872.3 million at December 29, 2001 due primarily to the
reclassification of all amounts outstanding under the Company's
Senior Subordinated Notes and Credit Facility to a current
liability at such date due to the Company's covenant default.
Excluding the current portion of indebtedness, working capital
was $204.7 million at December29, 2001, relatively unchanged
from working capital, excluding current potion of indebtedness,
at December 30, 2000 of $204.0 million. Accounts receivable on
December 29, 2001 was $125.6 million as compared to $136.7
million on December30, 2000, a decrease of $11.1 million, or
approximately 8%. Accounts receivable represented approximately
56 days of sales outstanding at December 29, 2001 as compared to
58 days outstanding on December 30, 2000, an increase of
approximately 7%. Inventories at December 29, 2001 were
approximately $116.0 million, a decrease of $6.8 million over
inventories at December 30, 2000 of $122.8 million due primarily
to a $10.5 million decrease in consolidated finished goods,
offset partially by a consolidated increase in raw materials of
$3.5 million. The Company had approximately 63 days of inventory
on hand at December 29, 2001 versus 77 days of inventory on hand
at December 30, 2000, a decrease of approximately 9%. Accounts
payable at December 29, 2001 was $46.4 million as compared to
$61.6 million on December 30, 2000, a decrease of $15.2 million,
or approximately 25%. Accounts payable represented 25 days of
payables outstanding at December 29, 2001 compared to 34 days of
payables outstanding on December 30, 2000. As a result of the
Company's financial condition, certain suppliers have requested
alternative payment provisions. However, such alternative
payment provisions have not currently had a significant negative
impact on the Company's liquidity.

During the first quarter of 2001, the Company announced that its
operating results would be substantially below prior
expectations due to a number of factors that were a carry-over
from 2000. First, demand for certain high margin consumer
products did not return to forecasted levels resulting in
certain specialized manufacturing assets remaining under
utilized. Second, the commercialization periods of certain APEX
programs have been longer than anticipated, and the expected
ramp-up of APEX products failed to materialize during 2001.
Third, raw material prices did not decline as anticipated, and
soft demand prevented the Company from passing the increased raw
material costs along to customers. Fourth, pricing pressure and
margin erosion within the spunmelt technologies continued to
impact results of operations. Fifth, the Company experienced
order reductions and an unfavorable shift in product mix due to
certain customers' adjustments, and demand for certain consumer
products failed to accelerate as originally expected. Finally,
the Company incurred increased interest expenses due to a higher
average amount of indebtedness outstanding resulting from
increased capital spending, primarily during fiscal year 2000,
and a failure to comply with the covenants of Amendment No.6 to
the Credit Facility.

Due to the impact of these factors on results of operations for
fiscal year 2000 and the first quarter of 2001, as of March 31,
2001, the Company was not in compliance with the leverage
covenant contained in the Credit Facility and, therefore, was in
default thereunder. On April 11, 2001, the Company entered into
Amendment No.6 to the Credit Facility, dated April 11, 2001,
which waived the leverage covenant default that existed as of
March 31, 2001. Amendment No.6 modified the existing financial
covenants relating to the senior leverage ratio, fixed charge
coverage ratio and minimum required levels of EBITDA ("Earnings
Before Interest, Taxes, Depreciation and Amortization").
Amendment No.6 also increased the interest rate on the
outstanding amounts under the Credit Facility, limited amounts
outstanding under the revolving portion of the Credit Facility
(together with outstanding letters of credit) to $260.0 million,
limited capital expenditures to $35.0 million for fiscal year
2001, restricted the Company from incurring new indebtedness or
creating certain liens, restricted the Company from making new
investments or acquisitions and prevented the Company from
paying dividends on its common stock or making other restricted
payments. The Company was required to pay a fee to the lenders
equal to 1/2 of 1% of the outstanding commitments of the Senior
Secured Lenders. The Company also affirmed its intention in the
amendment to reduce the amount outstanding under the Credit
Facility by not less than $150 million on or before August 15,
2001 through one or more asset dispositions, including sale-
leaseback transactions, synthetic leases or asset
securitizations. The Company did not complete any of the above
transactions on or before August 15, 2001, and as a result, on
August 15, 2001 the Company paid an additional fee of 1/2 of 1%
of the outstanding commitments of the lenders. In addition, the
interest rate on its outstanding senior debt increased by an
additional 50 basis points. As a result of Amendment No.6, the
Company incurred a charge to continuing operations of
approximately $0.4 million for the write-off of previously
capitalized loan acquisition costs.

Due to the continuing impact of the factors described above on
operations, the inability to complete asset dispositions on
acceptable terms and the expiration of the waiver with respect
to the leverage covenant on December 29, 2001 as provided in
Amendment No.6, as of December 29, 2001 the Company was in
default under the Credit Facility. Because of this default, the
Senior Secured Lenders exercised their right to block the
payment of interest due on January 2, 2002 to the holders of the
9% Senior Subordinated Notes due 2007 and the interest payment
due on March 1, 2002 to the holders of 8-3/4% Senior
Subordinated Notes due 2008. On December 30, 2001, the Company
and certain subsidiaries entered into a Forbearance Agreement
with the Senior Secured Lenders. The Senior Secured Lenders
agreed not to exercise certain remedies available to them under
the Credit Facility as a result of the existing covenant
defaults during the forbearance period. If certain events occur,
the Senior Secured Lenders may exercise their remedies available
to them, which include the right to declare all amounts
outstanding under the Credit Facility immediately due and
payable. The Forbearance Agreement, as extended on March 15,
2002, is scheduled to end on May 15, 2002 and prevents the
Company from making any additional borrowings in excess of the
amounts outstanding under the revolving portion of the Credit
Facility as of December 30, 2001.

Because the Company was unable to reduce amounts outstanding
under the Credit Facility through asset dispositions on
acceptable terms, Dresdner Kleinwort Wasserstein was retained as
financial advisor on October 2, 2001 to assist in exploring
various restructuring options. During November and December of
2001 and January and February of 2002, the Company conducted
extensive negotiations with several potential investors and
various other constituents in an effort to establish viable
restructuring options. Beginning in December of 2001 and
continuing through February of 2002, some of these potential
investors conducted due diligence investigations of the Company
and its operations.

In evaluating the various restructuring options, the Company
decided to maintain negotiations with CSFB Global Opportunity
Partners, L.P. ("GOP"), the principal holder of the Senior
Subordinated Notes (as defined). The Company determined that GOP
afforded the highest probability of a transaction being
completed with terms that provided an overall acceptable level
of value to the various stakeholders. GOP informed the Company
that it owns approximately 67% of the Senior Subordinated Notes.
Members of the Company's senior management, GOP and their
respective advisors held discussions concerning the terms of a
proposed recapitalization transaction. The discussions focused
primarily on the overall level of investment in the Company and
the nature of that ownership. As a result of these extensive
negotiations, the Company executed a term sheet with GOP on
March 15, 2002 setting forth the proposed terms of the
recapitalization plan, including the restructuring.
The material elements of the restructuring include: (i)GOP
contributing $50 million in cash and $394.4 million of Existing
Notes currently owned by GOP (including accrued, but unpaid
interest thereon through the date of the transaction) and
agreeing to provide a $25 million letter of credit in favor of
the Senior Secured Lenders under an amended credit facility, all
in exchange for 22,402,904 newly issued shares of common stock
of the Company (after taking into account a 1-for-10 reverse
common stock split), representing 87.5% ownership of the
Company; (ii)the holders of at least 95% of the aggregate
principal amount of the Existing Notes not owned by GOP
exchanging their notes for either New Senior Subordinated Notes
or New Senior Subordinated Discount Notes; and (iii)the Company
entering into an amended credit facility with its Senior Secured
Lenders

DebtTraders reports that Polymer Group Inc.'s 9.0% bonds due
2007 (PGI1) are trading at a price of about 33. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PGI1for
real-time bond pricing.


PRIMUS TELECOMMS: Expects to Report Positive EBITDA for Q1 2002
---------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL), a
global facilities-based Total Service Provider offering an
integrated portfolio of voice, data, Internet, and hosting
services, provided updated financial guidance for the first
quarter of 2002.

"We are pleased to confirm that the Company expects to report
positive EBITDA (earnings before interest, taxes, depreciation
and amortization) for the first quarter of 2002 in the range of
$18 million to $20 million," said K. Paul Singh, Chairman and
Chief Executive Officer of PRIMUS. "The first quarter's EBITDA
represents substantial progress over the $11 million recurring
EBITDA generated in the fourth quarter of 2001, and the $7.5
million EBITDA in the third quarter of 2001."

The Company will report financial results for the quarter ended
March 31, 2002 after market close on May 2, 2002. Management
will conduct a conference call to discuss first quarter results
on May 2, 2002 at 5:00 PM Eastern time.

PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL) is
a global facilities-based Total Service Provider offering
bundled voice, data, Internet, digital subscriber line (DSL),
Web hosting, enhanced application, virtual private network
(VPN), and other value-added services. The Company owns and
operates an extensive global backbone network of owned and
leased transmission facilities, including over 300 IP points-of-
presence (POPs) throughout the world, ownership interests in
over 23 undersea fiber optic cable systems, 23 international
gateway and domestic switches, a satellite earth station and a
variety of operating relationships that allow the Company to
deliver traffic worldwide. PRIMUS has been expanding its e-
commerce and Internet capabilities with the deployment of a
global state-of-the-art broadband fiber optic ATM+IP network.
Founded in 1994 and based in McLean, VA, the Company serves
corporate, small- and medium-sized businesses, residential and
data, ISP and telecommunication carrier customers primarily
located in the North America, Europe and Asia Pacific regions of
the world. News and information are available at the Company's
Web site at http://www.primustel.com

At September 30, 2001, Primus Telecommunications reported that
its total current liabilities exceeded its total current assets
by over $50 million.

Primus Telecommunications Group's 12.750% bonds due 2009 (PRTL4)
are quoted at a price of 40. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL4


PROPRIETARY INDUSTRIES: Unit Files for CCAA Protection in Canada
----------------------------------------------------------------
Proprietary Industries Inc. announced that Sulphur Corporation
of Canada Ltd -- approximately 79% owned by Proprietary -- has
filed for voluntary protection under the Companies Creditors
Arrangement Act. Arthur Andersen Inc. has agreed to act as
monitor under the CCAA Stay Order. The Order has the effect of
staying the rights of all creditors, allowing SCC time to
restructure its financial affairs. SCC proposes to file a Plan
of Arrangement or restructuring proposal with the courts on or
before the expiration of the Stay period on May 17th 2002.

Proprietary is based in Calgary, Alberta and listed on the
Toronto and Swiss Stock Exchanges trading under the symbol PPI.
Proprietary is a merchant bank that owns and manages a portfolio
of financial, natural resource and real estate interests.
Proprietary's management strives to maintain a balance between
generating profits, sustaining growth and realizing capital
appreciation, having targeted 20% as its minimum operating
margin, annual asset and revenue growth rates. Proprietary has
paid dividends for the last two of its nine years of operations.
Proprietary is included in the TSE 300 Composite Index as well
as having been twice named in the Profit 100 list of Canada's
fastest growing companies with a five-year revenue growth of
8,423%.


SAFETY-KLEEN: Court Approves Claim Objection Settlement Protocol
----------------------------------------------------------------
Judge Walsh grants Safety-Kleen Corp.'s request for
authorization to implement procedures to expedite the settlement
of the Prepetition Claims (other than environmental claims)
without incurring the undue expense of obtaining court approval
for each settlement. In conjunction with this approval, the
Court approved the Debtors' proposed Notice Procedures, which
are designed to afford all affected parties an opportunity to
review the Proposed Settlements and, if any affected party deems
it necessary, to object.

                      The Notice Procedures

As proposed by the Debtors, with respect to the settlement of
the Prepetition Claims (other than environmental claims), notice
procedures will be implemented in lieu of the requirement of
seeking court approval imposed under Bankruptcy Rule 9019(a):

        a. The Debtors shall give notice of the proposed
settlements to (i) the Office of the United States Trustee; (ii)
counsel for the Creditors' Committee; (iii) counsel for the
prepetition agent; and (iv) counsel to the postpetition Lenders.
Notices shall be served by facsimile, so as to be received by
5:00 p.m. (Eastern Time) on the date of service. The Notice
shall specify (1) the Prepetition Claim to be compromised and
settled, including the asserted amount of such claim, (2) the
identity of the particular Debtor settling such Prepetition
Claim, (3) the identity of the claimant (including a statement
of any connection between the claimant and the Debtors), (4) the
terms of the Proposed Settlement, and (5) a brief statement of
the basis for the settlement.

        b. The Notice Parties shall have seven business days
after the Notices are sent to object or to request additional
information to evaluate the Proposed Settlement if the
difference between the Proposed Settlement and the scheduled
amount (or, if not scheduled or scheduled as unliquidated,
contingent or disputed, the amount asserted in a Proof of Claim)
is less than $50,000.  For purposes of this Motion "scheduled
amount" shall mean the amount set forth in the Debtors'
schedules for any liquidated, non-contingent and undisputed
claim.

        c. The Notice Parties shall have ten business days after
the Notices are sent to object or to request additional
information to evaluate the Proposed Settlement if the
difference between the Proposed Settlement and the scheduled
amount (or, if not scheduled or scheduled as unliquidated,
contingent or disputed, the amount asserted in a Proof of Claim)
is $50,000 or more.

        d. A Notice Party must submit an objection or request for
additional time in writing to Skadden, Arps, Slate, Meagher &
Flom, Four Times Square, New York, New York 10036-6522 Attn:
Stephanie R. Feld, Esq.  If SASM&F receives no written objection
or written request for additional time prior to the expiration
of the applicable period, Proposed Settlements shall be deemed
consented to by the Notice Parties and the Debtors shall be
authorized to consummate the Proposed Settlements, provided,
however, that no amounts shall be paid with respect to such
settled Prepetition Claims except in accordance with a confirmed
plan of reorganization in the Debtors' chapter 11 cases. If a
Notice Party provides a written request to SASM&F for additional
time to evaluate the Proposed Settlement, such Notice Party --
and only such Notice Party -- shall have an additional ten
business days from the expiration date of the applicable period
to object to the Proposed Settlement or such additional time as
such Notice Party and the Debtors may agree.

        e. If a Notice Party objects to the Proposed Settlement
within the applicable period after the Notice is sent (or, in
the case of a Notice Party that has timely requested additional
time to evaluate the Proposed Settlement, within the additional
ten business day review period or such other review period upon
which such Notice Party and the Debtors have agreed), the
Debtors and such objecting Notice Party shall use good faith
efforts to consensually resolve the objection. If the Debtors
and such objecting Notice Party are unable to achieve a
consensual resolution, the Debtors shall not proceed with the
Proposed Settlement pursuant to these procedures, but may seek
court approval of the Proposed Settlement upon notice and a
hearing.

        f. Nothing in the foregoing Notice Procedures shall
prevent the Debtors, in their sole discretion, from seeking
court approval at any time of any Proposed Settlement upon
notice and a hearing.

The Debtors propose to follow the Notice Procedures to provide
information which may be of interest to the affected parties in
these chapter 11 cases while providing an expedient method of
resolving such Prepetition Claims.

As stated in the Debtors' motion, allowing the Debtors to
consummate the Proposed Settlements through the use of the
Notice Procedures and without court approval constitutes the
most efficient and cost-effective means of resolving such
Prepetition Claims. Obtaining court approval of each Proposed
Settlement would result in burdensome administrative expenses
such as the time and cost of drafting, serving and filing
pleadings and the time incurred by attorneys in preparing for,
and appearing at, court hearings.

Moreover, the Debtors often face stringent time constraints in
meeting the deadlines established by claimants. The expedited
procedures set forth in this Motion will permit the Debtors to
be responsive to the needs of interested claimants, thereby
guarding against lost settlements, while still providing for a
review of the Proposed Settlements by the affected parties.
Indeed, the proposed Notice Procedures provide an effective
mechanism through which the affected parties can be apprised of
the Proposed Settlements, properly evaluate them and, if they
deem it necessary, lodge objections.

Moreover, the Debtors shall negotiate all settlements with the
holders of such Prepetition Claims in good faith and at arm's-
length. (Safety-Kleen Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPIEGEL GROUP: Continuing Debt Workout Talks with Bank Group
------------------------------------------------------------
The Spiegel Group (Spiegel, Inc.) (Nasdaq: SPGLE) provided an
update regarding the status of several business initiatives.

Commenting on its efforts to sell its credit card operations the
company stated that the process is ongoing and discussions with
interested parties are at various stages.  The company also
stated that based on a more current market valuation, the
company now expects the loss on disposition of this business to
be higher than previously estimated.  The change in the loss on
disposition will result in lower earnings for the 2001 fiscal
year than were previously reported.  The 2001 earnings change
will be reflected in the company's Form 10-K, which has not yet
been filed.

On April 10, 2002, MBIA Insurance Corporation (MBIA) declared a
"Pay Out Event" under two of the company's asset-backed
securities offerings involving credit card receivables
originated by FCNB, for which MBIA insures the payments to
noteholders and The Bank of New York acts as indenture trustee.
The company today announced that it and its special-purpose bank
subsidiary, First Consumers National Bank (FCNB), filed suit and
obtained a temporary restraining order against MBIA and The Bank
of New York on April 11, 2002, in New York State court.  The
order prevents MBIA from seeking to enforce a "Pay Out Event."
The company believes that no "Pay Out Event" has occurred as
defined under the securitization documents.  A "Pay Out Event"
would divert excess cash flow of approximately $20 million
monthly to repay noteholders. The temporary restraining order
will remain in place until early May, when a hearing will take
place at which the company will seek a preliminary injunction.
The company and MBIA have entered into a stipulation agreeing to
postpone a hearing for a preliminary injunction, pending
discussions with MBIA regarding the "Pay Out Event."

The company also stated that its bank is engaged in discussions
with the Office of the Comptroller of the Currency, the bank's
primary federal regulator.  These discussions relate to the
timing for the previously announced disposition of the bank, and
the terms and conditions under which the Bank will operate
during this period, including with respect to capital,
liquidity, product offering, transactions with affiliates, and
growth.

The company is continuing to work closely with its bank group to
restructure its credit facilities.  The company had previously
announced that it expected to reach an agreement with its
lenders by mid-April.  However, due to the developments
discussed above, negotiations with the bank group will extend
beyond that time.  Meanwhile, the company continues to rely on
liquidity support provided through its majority shareholder.
The funding provided to date from this source is approximately
$160 million.

In addition, due to these outstanding business developments, the
company has not filed its Form 10-K for the 2001 fiscal year.
Consequently, the company received a Nasdaq Staff Determination
on April 17, 2002.  The Staff Determination indicates that the
company has not complied with Marketplace Rule 4310c(14) by not
filing its Form 10-K for the fiscal year ended December 29,
2001.  Filing of a Form 10-K is required for continued listing
of the company's securities.

In accordance with Nasdaq procedures, Spiegel, Inc. is
requesting a hearing with the Nasdaq Listing Qualifications
Panel to review the Staff Determination.  The company's request
for a hearing will stay the delisting of the company's
securities pending the Panel's decision.  The company stated
that it expects to file its Form 10-K before Nasdaq is required
to take any further action to delist the company's stock.

As a result of the company's filing delinquency, Nasdaq changed
the trading symbol for the company's securities from SPGLA to
SPGLE at the opening of business on April 19, 2002.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, 580 specialty retail and outlet stores and e-
commerce sites, including eddiebauer.com, newport-news.com and
spiegel.com.  The Spiegel Group's businesses include Eddie
Bauer, Newport News, Spiegel and First Consumers National Bank.
The company's Class A Non-Voting Common Stock trades on the
Nasdaq National Market System under the ticker symbol: SPGLA,
now SPGLE. Investor relations information is available on The
Spiegel Group Web site http://www.thespiegelgroup.com


STERLING CHEMICALS: Tapping Innisfree as Special Noticing Agent
---------------------------------------------------------------
Sterling Chemicals Holdings, Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Innisfree M&A Incorporated as
special noticing and voting agent with respect to the Debtors'
public debt and equity securities.

The Debtors are moving into a plan stage of their cases and will
be filing at the appropriate time a disclosure statement and
plan of reorganization. The Debtors desire to be prepared, upon
the approval of the disclosure statement, to commence the
solicitation of votes on the plan of reorganization and retain
Innisfree as part of the preparation.

Innisfree is expected to:

      a) Provide advice to the Debtors and their attorneys
         regarding all aspects of the plan vote as related to the
         Public Securities, including timing issues, voting and
         tabulation procedures, and documents needed for the
         vote;

      b) Review the voting portions of the disclosure statement
         and ballots, particularly as they may relate to
         beneficial owners in "street name";

      c) Work with the Debtors to request appropriate information
         from indenture trustees, transfer agent(s), The
         Depository Trust Company and the claims agent;

      d) Mail various notices and voting documents to holders of
         record of the Public Securities;

      e) Coordinate the distribution of voting documents to
         "street name" holders of the Public Securities by
         forwarding voting documents to the nominee record
         holders of the securities, who in turn will forward them
         to beneficial owners;

      f) Prepare any certificates of service for filing as
         required by the Court;

      g) Distribute copies of the master ballots to the
         appropriate nominees so that firms may cast votes on
         behalf of beneficial owners of securities;

      h) Handle requests for voting documents from any party who
         requests them, including nominee back-offices,
         institutional holders and any other party who may have
         an interest in the transaction;

      i) Responding to telephone inquiries from bondholders,
         stockholders and other parties-in-interest regarding the
         disclosure statement and the voting procedures;

      j) If requested, make telephone calls to a defined group of
         securities holders to confirm that they have received
         the solicitation materials and to respond to any
         questions about the voting procedures;

      k) If requested, assisting with any efforts to identify
         beneficial owners of the Public Securities;

      l) Receive, date and time stamp and examine all ballots and
         master ballots cast by holders of the Public Securities;

      m) Tabulate all ballots and master ballots received prior
         to the voting deadline in accordance with established
         procedures, and preparing a vote certification for
         filing with the Court; and

      n) Undertake any other activities as may be mutually agreed
         upon by Innisfree and the Debtors.

The Debtors propose to pay Innisfree a project fee of $10,000,
plus $2,000 for each debt or equity security issue entitled to
vote on the Plan or $1,500 for those not entitled to vote but
entitled to receive notice. The Standard hourly rates, which
Innisfree will charge the Debtors are:

           Managing Director                   $325 per hour
           Jane Sullivan and other Directors   $250 per hour
           Account Executives                  $210 per hour
           Staff Assistants                    $150 per hour

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection on July 16, 2001 in the Southern District of Texas
Bankruptcy Court.  D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents the Debtors in their restructuring
effort. As of its September 21, 2001 report to the Securities
and Exchange Commission, the Debtors listed $403,681,000 in
assets and $1,207,403,000 in debt.


TRANS ENERGY: HJ & Associates Issues Going Concern Opinion
----------------------------------------------------------
HJ & Associates, LLC of Salt Lake City, Utah, auditors for
Trans Energy, Inc.'s financial information for the year ended
December 31, 2001 reports in its Auditors Report dated March 15,
2002: "the Company has generated significant losses from
operations, has an accumulated deficit of $25,251,849 and has a
working capital deficit of $5,471,698 at December 31, 2001,
which together raises substantial doubt about its ability to
continue as a going concern."

Trans Energy, Inc., a Nevada corporation, is primarily engaged
in the transportation, marketing and production of natural gas
and oil, and also conducts exploration and development
activities.  The Company owns an interest in seven oil and gas
wells in West Virginia, owns and operates one oil well in
Wyoming, and owns an interest in seven oil wells in Wyoming that
it does not operate. It also owns and operates an aggregate of
over 100 miles of three-inch, four-inch and six-inch gas
transmission  lines located within West Virginia in the Counties
of Ritchie, Tyler and Pleasants.  This pipeline system gathers
the natural gas produced from these wells and from wells owned
by third parties.  TSRG also has approximately 16,500 gross
acres under lease in the Powder River Basin in Campbell, Crook
and Weston Counties, Wyoming. In 2001, the Company participated
in the drilling of three drill downs to the Benson Sand in West
Virginia.

On March 6, 1998, the Company entered into an agreement to
purchase from GCRL Energy, Ltd. all of GCRL's interest in the
Powder River Basin in Campbell and Crook Counties, Wyoming,
consisting of interests in five (5) wells, four (4) of which are
producing, interests in 30,000 leasehold acres, and interests in
approximately seventy-three miles of 3-D seismic data.  The
properties include three producing fields from Minnelusa
Sandstone and were discovered on 3-D seismic.  The Company  made
an initial payment for the properties of $332,500 and the
balance of $2,987,962 was paid for with proceeds from the sale
of Convertible Debentures.  During 1999, the Sagebrush 3 well
was drilled in the Sagebrush field in Campbell County Wyoming.
It will be used as a water disposal well for the  Sagebrush #1
and #2. It is anticipated that the Sagebrush #3 will be put into
operation as a disposal well during the summer of 2002.

The Company's principal executive offices are located at 210
Second Street, P.O. Box 393, St. Marys,  West Virginia 26170,
and its telephone number is (304) 684-7053.

                       Results of Operation

Total revenues of $1,278,227 for the year ended December 31,
2001 increased 14% when compared to $1,125,257 for the year
ended December 31, 2000. In 2001, oil made up 30% of total
revenues compared to 70% in 2000. Accordingly, gas sales
increased from 30% of sales in 2000 to 70% in 2001. This
increase in gas revenues was due to higher gas prices and four
wells drilled in 2000 and three wells in 2001.

The Company had a net loss of $1,473,744 for 2001 compared to a
net loss of $3,807,071 in 2000. The Company's total costs and
expenses decreased 35% in 2001 and, as a percentage of revenues,
decreased from 335% in 2000 to 192% in 2001. The cost of oil and
gas increased 96% in 2001 due to increased  production costs and
the addition  of wells.  As a percentage of revenues, cost of
oil increased  from 30% in 2000 to 52% in 2001, due to higher
production  costs. Selling, general and administrative expenses
decreased 77% in 2001 when compared to 2000, primarily due to
fewer stock issuances for services in 2001.  Salaries and wages
decreased 29% in 2001 due to the elimination of one full time
employee.  Depreciation, depletion and amortization increased
171% in 2001 from 2000 due to the re-evaluation of reserves.
Interest expense in 2001 decreased 18% from 2000 due to the pay-
off of certain notes and the reduction of interest rates.

                        Net Operating Losses

The Company has accumulated approximately $18,246,000 of net
operating loss carryforwards as of December 31, 2001, which may
be offset against future taxable income through 2021.  The use
of these losses to reduce future income taxes will depend on the
generation of sufficient taxable income prior to the expiration
of the net operating loss carryforwards.  In the event of
certain changes in control of the Company, there will be an
annual limitation on the amount of net operating loss
carryforwards which can be used. No tax benefit has been
reported in the financial statements for the year ended December
31, 2001 because the potential tax benefits of the loss
carryforward is offset by valuation allowance of the same
amount.

                 Liquidity and Capital Resources

Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed
funds.  Working capital at December 31, 2001 was a negative
$5,470,698 compared with a negative $4,550,117 at December 31,
2000.  This change was primarily attributed to increases in
accrued interest and accounts payable.  The Company anticipates
meeting its working capital needs during the 2002 fiscal year
with revenues from operations and possibly from capital raised
through the sale of either equity or debt securities.  The
Company has no other current agreements or  arrangements for
additional funding and there can be no assurance such funding
will be available to the Company or, if available, it will be on
acceptable or favorable terms to the Company.

As of December 31, 2001, the Company had total assets of
$3,641,470 and stockholders' deficit of $2,305,796 compared to
total assets of $4,299,654 and total stockholders' deficit of
$974,095 at December 31, 2000.

In 1998, the Company issued $4,625,400 value of 8% Secured
Convertible Debentures Due March 31, 1999. A portion of the
proceeds were used to acquire the GCRL properties and interest
in Wyoming. During 2000, all but one of the remaining
outstanding debentures were converted into common stock. At
December 31, 2001, the Company owed $331,462 in connection with
the debentures consisting of $50,000 for a debenture and
$281,462 in penalties and interest.

Because the Company has generated significant losses from
operations through December 31, 2001, and has a working capital
deficit at December 31, 2001, there exists substantial doubt
about its ability to continue as a going concern. Revenues have
not been sufficient to cover operating costs and to allow the
Company to continue as a going concern.  Potential proceeds from
the future sale of  common stock, other contemplated debt and
equity financing, and increases in operating revenues from new
development would enable the Company to continue as a going
concern.  There can be no assurance that the Company can or will
be able to complete any debt or equity financing.  If these
endeavors are not successful, management is committed to meeting
the operational cash flow needs of the Company.


URANIUM RESOURCES: Delivers Registration Statement to SEC
---------------------------------------------------------
Uranium Resources, Inc. is offering 20,000,000 shares of its
common stock for sale by the Company and 43,354,839 shares for
resale by certain Shareholders. The offering price for shares
sold by the Company is $0.12 per share, the closing price on the
Over the Counter Bulletin Board on March 27, 2002. The offering
price for the common stock sold by selling security holders will
be negotiated or will be the prevailing market price as quoted
on the Over the Counter Bulletin Board. Uranium Resources will
not receive any of the proceeds from sales of shares by selling
security holders.

Shares offered by the Company are being sold on a best-efforts
basis by officers, directors and employees of the Company, none
of whom will receive any commissions or fees in connection
therewith.

Uranium Resources' common stock is quoted on the Over the
Counter Bulletin Board under the symbol URIX. On April 3, 2002,
the last reported sales price of Uranium Resources common stock
was $0.18 per share.

Mining company Uranium Resources feels all aglow when talking
about the uranium needs of nuclear power plants. The company
uses the in situ leach process, in which groundwater is pumped
into a permeable orebody to dissolve uranium contained in the
ore. Production at Uranium Resources' two main properties -- the
Rosita and Kingsville Dome properties in South Texas, which are
capable of producing more than a 1.5 million pounds of uranium a
year -- are on hold until the price of uranium surpasses the
cost of production. Uranium Resources owns additional
exploration and development properties in Texas and New Mexico.
Investor Rudolf Mueller (The Winchester Group) owns 23% of
Uranium Resources. At December 31, 2001, the company reported an
upside-down balance sheet with a total shareholders' equity
deficit of close to $4 million.


VECTOUR: Looks for Extension to Aug. 12 to Decide on Leases
-----------------------------------------------------------
For the second time, VecTour, Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for more
time to decide whether they must elect to assume, assume and
assign or reject their unexpired real property leases.  The
Debtors ask that the deadline be extended until August 12, 2002.

The Debtors are currently in the process of selling
substantially all of the assets for their operating entities
through nine separate sales. The Debtors concede to the Court
that they are not still not in a position to make a fully-
informed determination regarding the disposition of the Leases
at this time. The Debtors adds that an evaluation at this time
may be unnecessary because a large number of the Leases will be
assumed and assigned to purchasers of the Debtors' business
pursuant to the asset sale motions.

VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. David B. Stratton, Esq. and David M. Fournier, Esq.
at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.


W.R. GRACE: Pushing for Sale of Dragon Leases to Atlantic Boston
----------------------------------------------------------------
In or about 1994, W. R. Grace & Co. divested one of their former
subsidiaries and businesses known as Chomerics, Inc. As a part
of this divestment, the Debtors agreed to maintain possession of
Chomerics' office headquarters. Accordingly, W. R. Grace & Co.-
Conn. entered into an assignment of lease and assumption
agreement, dated September 30, 1994, through which Chomerics
assigned its interest to Conn in that certain lease dated July
22, 1981, by and between Chomerics and American Property
Investors XI for the premises commonly known as 78 Dragon Court,
Woburn, Massachusetts.  Upon taking possession of Chomerics'
office space, the Debtors immediately subleased a portion of the
premises to the acquiror of Chomerics remainder was used by the
Debtors for office space. The Debtors later determined, however,
that the Dragon Court space was not suited for their needs and
as a result, that portion of the premises initially used by the
Debtors was ultimately sublet to two additional tenants in 1998
and 1999.

                   The Foster Road Ramp License

At the time of execution of the initial sublease, the Debtors
also executed a Foster Road Ramp License Agreement which
provides Chomerics' successor with the right to use and maintain
the Foster road ramp. The Foster road ramp is necessary for the
use and maintenance of the Initial Sublease premises. The
Debtors seek the Court's authority to assume and assign this
License Agreement.

                  The Non-Disturbance Agreement

At the time of execution of the Dragon Court Lease, the Debtors,
American and each of the counterparties to the Subleases also
entered into a certain Non-Disturbance, Attornment and
Subordination Agreement which provides the Debtors and the
counterparties to the Subleases with use and enjoyment of the
Dragon Court premises. Upon information and belief, the Debtors
believe that the Non-Disturbance Agreement terminated in
connection with the discharge of the underlying mortgage
relating to the Dragon Court premises. To the extent, however,
the Non-Disturbance Agreement is still in effect, the Debtors
seek the Court's authority to assume and assign the Non-
Disturbance Agreement as set forth herein.

                      Income versus Outgo

Although the Debtors have sublet portions of the Dragon Court
premises, the Debtors operate the property at a loss. The rent
paid by the Debtors under the Dragon Court Lease is greater than
the rent received under the Subleases and as of the date hereof,
the Debtors project that they will suffer a net operating loss
of approximately $1,400,000 through the current term of the
Dragon Court Lease, or January 31, 2005. As a result, the
Debtors proceeded to market the Dragon Court Lease as a means of
mitigating these ongoing losses.  The Debtors' marketing efforts
included seeking potential purchasers through the use of a real
estate broker. The Debtors used the services of Spaulding &
Slye, a national real estate services company, to market the
Dragon Court Lease, but Spaulding & Slye was unable to locate
any potential assignees. The Debtors also offered to assign the
Dragon Court Lease to American, the prime landlord, but American
declined the Debtors' offer. The Debtors ultimately marketed the
Dragon Court Lease and the Subleases through their own real
estate contacts, which has culminated in the transaction
contemplated in this Motion.

                         The Sale Terms

Accordingly, the Debtors, subject to Court approval, accepted an
offer from Atlantic Boston Construction, Inc. to purchase the
Dragon Court Lease and the Subleases for $1,000, plus 50% of all
net profits, if any, derived from rental proceeds of the
Subleases and any future subleases under the Dragon Court Lease.
ABC intends to continue subletting the Dragon Court Lease
premises and not directly occupy any portion of it, thereby
maximizing the opportunity to earn profits under the Subleases
and any future subleases under the Dragon Court Lease.
Accordingly, the Debtors believe that it is in the best
interests of their estates and creditors that the Dragon Court
Lease and the Subleases are assumed, sold and assigned in
accordance with this Motion.

In that connection, the Debtors seek the Court's approval of the
Debtors' assumption, sale and assignment of each of the Dragon
Court Lease, the Subleases, the License Agreement and the Non-
Disturbance Agreement pursuant to that certain Assignment and
Assumption agreement.  The Debtors respectfully submit that the
proposed sale satisfies the governing standards for such sale
promulgated in the Third Circuit. Courts within this Circuit
interpreting the applicable portion of the Bankruptcy Code have
held that transactions should be approved if the Debtors show a
reasonable exercise of their business judgment.

Clear business reasons exist to justify the Debtors' sale of the
Dragon Court Lease and the Subleases under section 363(b) of the
Bankruptcy Code. Neither the Dragon Court Lease nor the
Subleases are essential to the Debtors' core business operations
and neither coincides with the Debtors' restructuring efforts or
ongoing business plan. Because this property is operating at a
net loss to the Debtors, the Debtors' management has determined
in its business judgment that the Dragon Court Lease and the
Subleases should be sold for the best available price. In the
Debtors' sound business judgment, ABC's offer is the best
available price.

The Debtors submit that the circumstances surrounding their
efforts to sell the Dragon Court Lease and the Subleases warrant
approval of the sale to ABC. The Debtors believe that it is
highly unlikely that a renewed marketing process and the
associated costs would yield a higher recovery than that offered
by ABC. Such a process will merely delay the sale and cause the
Debtors to incur further uncompensated carrying costs and
associated risks. The price offered by ABC represents a fair and
reasonable purchase price for the Dragon Court Lease and the
Subleases. Based on the information available, the Debtors have
concluded that the purchase price is fair and reasonable and was
the highest and best offer received.

The sale of the Dragon Court Lease and the Subleases is the
product of good faith, arm's-length negotiations between the
Debtors and ABC. ABC is not an "insider" of any of the Debtors.
The Debtors request that the Court approve the sale of the
leases free and clear of all liens, claims, encumbrances and
interests which may be asserted against either the Dragon Court
Lease or the Subleases, with all such Encumbrances attaching
only to the proceeds of the sale. The Debtors, however, are not
aware of the existence of any Encumbrances against the Dragon
Court Lease and the Subleases.

The Debtors submit that the sale Dragon Court Lease and the
Subleases meets each of the requirements of the "sound business
judgment" test. Accordingly, the Debtors believe that it is in
the best interests of their estates and creditors that the
Dragon Court Lease and the Subleases are assumed, sold and
assigned in accordance with this Motion.

          Assumption and Assignment of the Agreements

The Bankruptcy Code provides that a debtor in possession,
"subject to the court's approval, may assume or reject any
executory contract or unexpired lease of the debtor." 11 U.S.C.
365(a). It is well established that the decision to assume or
reject an executory contract or unexpired lease is a matter
within the "business judgment" of the debtor. Additionally,
pursuant to the Bankruptcy Code "[i]f there has been a default
in an executory contract or unexpired lease of the
debtor, the trustee may not assume such contract or lease
unless, at the time of assumption of such contract or lease, the
trustee cures, or provides adequate assurance that the trustee
will promptly cure such default."  The Debtors have agreed to
pay all cure amounts relating to the assumption of the Dragon
Court Lease, the Subleases, the License Agreement and the Non-
Disturbance Agreement. The Debtors estimate that the approximate
cure amount associated with the assumption of the Subleases is
$108,270; however, the Debtors do not believe that any cure
amounts are owing.  relating to the assumption of the Dragon
Court Lease, the License Agreement or the Non-Disturbance
Agreement.

One of the Subleases is a sublease between Conn and Zaiq
Technologies, Inc., formerly known as ASIC Alliance Corporation,
for space on the fourth floor of the Dragon Court Lease
premises. Immediately prior to the filing of the Chapter 11
Cases, Zaiq and Conn executed an amendment to such sublease,
pursuant to which Zaiq agreed to sublease additional space in
the building. In connection with such amendment, Zaiq paid to
Conn the amount of $34,023.17 as an additional security deposit.
Conn never delivered the sublease amendment and, consequently,
such amendment did not become effective. The Deposit was not
returned to Zaiq and the Deposit is still in the Debtors'
possession. Upon the Court granting the relief requested in this
Motion, the Debtors intend to return the Deposit to Zaiq.

Accordingly, the Debtors submit that the assumption and
assignment to ABC of the Dragon Court Lease, the Subleases, the
License Agreement and the Non-Disturbance Agreement is in the
best interest of the Debtors, their creditors and estates. The
assumption and assignment of the Dragon Court Lease and the
Subleases immediately limits the losses that must be borne by
the Debtors. These losses are unwarranted and unnecessary, given
that the Debtors do not need the use of the Dragon Court
premises. Further, if the Court does not authorize the Debtors
to assume and assign the Dragon Court Lease and the Subleases,
the Debtors will likely reject the Dragon Court Lease and the
Subleases. Therefore, the proposed transaction also relieves the
Debtors' estates of the potential rejection damages claims
related to the ultimate rejection of the Dragon Court Lease and
the Subleases.

              Modification of the Dragon Court Lease

The Bankruptcy Code provides that ". . . notwithstanding a
provision in an executory contract or unexpired lease of the
debtor, or in applicable law, that prohibits, restricts, or
conditions the assignment of such contract or lease, the trustee
may assign such contract or lease." In anticipation of the
assumption, sale and assignment of the Dragon Court Lease, the
Debtors request that the Court approve the assignment of the
Dragon Court Lease over any anti-assignment provisions contained
therein. In particular, the Debtors request that the Court
excise each of the following terms of the Dragon Court Lease:

        Section 9 relating to the lessor's and mortgagee's right
to consent to modifications or alterations of the lease
premises;

        Section 17 relating to the lessor's and the mortgagee's
right to consent to any assignments, subleases or successive
assignments or subleases of the Dragon Court Lease; requiring a
sublessee to attorn to the lessor; and the lessor's recapture
rights; and

        Section 22 relating to the requirement to remove tenant
alterations.

In addition, the Debtors request that the Court excise those
provisions of the Non-Disturbance Agreement that require the
mortgagee's consent to the cancellation, modification,
assignment, renewal, extension, or amendment of the Dragon Court
Lease or any other matters relating to the Dragon Court Lease.
The Debtors submit that the foregoing alterations of the Dragon
Court Lease are consistent with the case law in this Circuit.

In sum, by permitting the Debtors to assume, sell and assign the
Dragon Court Lease, the Subleases, the License Agreement and the
Non-Disturbance Agreement, the Debtors will relieve their
estates of a significant, long-term financial burden, thereby
freeing additional moneys for the benefit of their estates and
creditors. As a result, the Debtors have determined, in the
exercise of their business judgment, that the assumption, sale
and assignment of the Dragon Court Lease, the Subleases, the
License Agreement and the Non-Disturbance Agreement is in the
best interests of the Debtors' creditors and estates. (W.R.
Grace Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Wants to Expand General Realty's Engagement
----------------------------------------------------------------
Wheeling-Pittsburgh Corporation and its affiliated Debtors,
appearing through Henry G. Grendell, Esq., at Calfee Halter &
Griswold LLP, ask Judge William Bodoh to approve and authorize
an additional engagement for General Realty Company to provide
real estate brokerage services relating to the sale of two
parcels of real estate in Brooke County, West Virginia.  The
realty is described as (a) approximately 5.1 acres in the Cross
Creek District, Brooke County, Follansbee, West Virginia,
abutting Main Street in the City of Follansbee; and (b)
approximately 11.09 acres in the Cross Creek District, Brooke
County, Follansbee, West Virginia.

By separate application in August 2001, the Debtors sought Judge
Bodoh's approval for the retention of GRC as their broker for
the sale of certain property in Brooke County, West Virginia.
By  Order in that same month, Judge Bodoh approved the retention
of GRC as the Debtors' broker for these sales.

GRC was selected as broker because of its familiarity with the
real estate market in Brooke County, West Virginia, its
expertise as a real estate broker and its prior work with WPC.
In fact, GRC has served as the Exclusive Listing Broker for one
of the parcels of the real property owned by the Debtors since
June 8, 1999, and has served as the Exclusive Listing Broker for
the remaining parcel since June 7, 2001.

The additional engagement of GRC to provide services relating to
brokering the sale of the West Virginia real property will be
governed in all respects by Judge Bodoh's original August Order
approving the Application for retention of GRC as the Debtors'
real estate broker.

GRC will provide such specific services for the Debtors as GRC
and the Debtors shall deem appropriate and feasible in order to
sell the West Virginia real property, including GRC undertaking
all efforts to find a purchaser of the real property.

The additional engagement of GRC to broker the sale of the West
Virginia real property is necessary because a sale of the real
property was agreed upon between WPC and the City of Follansbee
and thus WPC and GRC must formalize their brokerage agreement by
obtaining Judge Bodoh's approval.

The Debtors seek authority from Judge Bodoh to compensate GRC
for services provided to the Debtors under this Application
based on GRC's customary commission rate of 6% of the purchase
price.  GRC estimates that its fee for its brokerage services
relating to the sale of this real property will be 6% of the
$1,400,000 sale price, or $84,000.

The Debtors assert that the additional engagement of GRC to
broker the sale of the Real Property is in their best interests
and their creditors' best interests.  The Debtors assert that
the commission to be paid GRC is reasonable and consistent with
the commission usually charged for such services.  This
commission percentage has already been approved by Judge Bodoh
in the  August Order.

C. A. Flouhouse, the owner and principal of General Realty
Company of Wheeling, West Virginia, avers to Judge Bodoh that
GRC does not have any interest materially adverse to the Debtors
on the projects on which it is working.  GRC is not a creditor,
equity security holders, or an insider of any of the Debtors.
However, Mr. Flouhouse himself owns 2,000 shares of WHX stock,
but this is the only relationship he or GRC has with WHX.
Neither GRC nor Mr. Flouhouse has ever been a director, officer
or employee of any of the Debtors. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WINSTAR COMMS: Asks Court to Compel ComDais.com to Pay $1.7MM
-------------------------------------------------------------
Winstar Holdings Inc. commenced this adversary proceeding
against Utah-based ComDais.com to compel it to pay $1,715,687
that it owes the Debtors for services rendered, as well as all
legally permissible interest, related attorneys' fees, costs and
disbursements.

The amounts owed by ComDais.com are reflected in these invoices:

              No.            Date             Amount
            ------           ----             ------
            553213      December 1, 2000   $  602,539
            590944      January 1, 2001         8,658
            632445      February 1, 2001      288,542
            670569      March 1, 2001         166,498
            713931      April 1, 2001         216,534
            753197      May 1, 2001           216,458
            797036      June 1, 2001          216,458
                                            -----------
                                    Total  $1,715,687

William K. Harrington, Esq., Duane Morris LLP in Wilmington,
Delaware, urges Court to render judgment against ComDais.com,
which never objected to the amount when the Debtors demanded
payment. (Winstar Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


* Chanin Capital Appoints William Pearson as Senior Advisor
-----------------------------------------------------------
Chanin Capital Partners, an investment bank specializing in
financial restructurings and mergers and acquisitions, announced
the appointment of William Pearson as Senior Advisor to the
firm.  Mr. Pearson will focus on supporting the rapidly growing
Telecommunications, Media and Technology Advisory services for
Chanin, both domestically and internationally.

Mr. Pearson has over 20 years experience in international
telecommunications and cable television companies.  Most
recently he was Chairman and CEO of Completel, a Paris-based
alternative telecommunications service provider.  Prior to
Completel, Mr. Pearson launched cellular services for Qwest
(formerly USWest) in the mid-1980's, and cable telephony
services for Telewest in the early 1990's.  He has also
consulted on numerous telephony projects in Asia, Latin America,
and Europe.

Chanin has been very active in the telecommunications industry
over the past year, having formed a dedicated
Telecommunications, Media and Technology group earlier this
year.  Recent and current restructuring assignments include
Covad Communications Group, Global Crossing, ITC Deltacom,
McLeodUSA, and Nextel International.  The professionals at
Chanin have completed more than 35 telecommunications
transactions, valued at more than $15 billion.

"We are pleased to have Bill Pearson join Chanin Capital
Partners.  Bill adds significant telecommunications and cable
operational expertise and brings valuable European and domestic
management experience and relationships to Chanin Capital
Partners," said Sanjay Jindal, Director, Telecommunications,
Media and Technology group.

Chanin Capital Partners is an internationally-recognized,
specialty investment bank providing the following financial
services:  Financial Restructurings, Mergers and Acquisitions,
Corporate Finance and Private Placements, Valuations and
Fairness and Solvency Opinions, and Principal Investments.  The
professionals of Chanin Capital Partners have completed over $80
billion in financial restructuring transactions, consummated
over $25 billion in merger and acquisition transactions,
privately placed over $5 billion in debt and equity securities,
and provided hundreds of companies with valuations and fairness
and solvency opinions.  Please visit our Web site at
http://www.chanin.com

For further information, please contact Leslie Brownstein,
Marketing Coordinator of Chanin Capital Partners, +1-310-445-
4010, lbrownstein@chanin.com


* What Happens if a Securitization Servicer Files for Bankruptcy
----------------------------------------------------------------
Standard & Poor's says that the insolvency of a servicer could
potentially disrupt payments to bondholders, but safeguards
built into S&P's initial rating of a securitized transaction
reflects the belief that the flow of funds would be protected in
such an event, according to a report released today, "What if a
Servicer in a Securitized Transaction Becomes Insolvent?"

Standard & Poor's factors in the possibility of an insolvency by
subjecting potential transactions to various stress scenarios.
"If a servicer files for Chapter 11 protection, Standard &
Poor's believes that any of the four possible scenarios that
might follow a filing would avoid interference in payment,"
explained Natalie Abrams, assistant general counsel for Standard
& Poor's in New York, in the report.  The four scenarios
Standard & Poor's evaluates following a servicer's filing for
bankruptcy relate to the following periods:

-- The time between the filing of the bankruptcy petition and
    the confirmation of the reorganization plan (the "gap
    period"), but before assumption or rejection of the contract;

-- The period following assumption of the contract;

-- The period following rejection of the contract; and

-- The time following the servicer's assumption of the contract,
    but in a case when the servicer fails to perform.

According to Natalie Abrams, Esq., at Standard & Poor's
(212-438-6607), "In a Chapter 11 filing, a servicing contract
would be deemed to be an executory contract, which, under
Section 365 of the U.S. Bankruptcy Code, the servicer has the
right either to assume or reject. Although it is not defined in
the code, an executory contract is generally held to be a
contract where obligations on the part of both parties remain
outstanding, the breach of which would excuse the other party
from performing."

Generally, the servicer's obligation in an asset-backed
receivables transaction is to manage and maintain control of the
assets underlying the issue being rated, and to support the
transaction through a cash advance mechanism.

"What if a Servicer in a Securitized Transaction Becomes
Insolvent?" is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at
http://www.ratingsdirect.com

It is also available on Standard & Poor's Web site at
http://www.standardandpoors.com Click on Forum; then, under
Ratings Commentary, click on Structured Finance.

                           *********

Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

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

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

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

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

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                      *** End of Transmission ***