TCR_Public/020424.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 24, 2002, Vol. 6, No. 80

                          Headlines

360NETWORKS: Signing-Up Lazard Freres for Financial Advice
AEROVOX INC: Enters Pacts to Sell Capacitor Manufacturing Assets
AKORN INC: Fails to Comply with Nasdaq Listing Requirements
ALISTAR INSURANCE: S&P Assigns 'R' Financial Strength Ratings
APPLIEDTHEORY: Retains Angel & Frankel as Bankruptcy Counsel

ASSISTED LIVING: Annual Shareholders' Meeting Set for May 8
ASSOCIATED MATERIALS: Completes Cash Tender For 9-1/4% Sr. Notes
BELL CANADA: Working Capital Deficit Tops C$900MM at December 31
BURLINGTON: Firms-Up Pact to Sell Casa Burlmex Assets to Springs
CYOP SYSTEMS: Needs New Capital to Sustain Operations thru 2002

CALPINE CORP: Completes California Power Contracts Restructuring
CARIBBEAN PETROLEUM: Secures Okay to Hire Mintz Levin as Counsel
CASUAL MALE: Court Extends Lease Decision Period Until Sept. 17
CLARITI TELECOMMS: Peter S. Pelullo Steps Down as Pres. & CEO
CONSECO INC: Fitch Ratchets Sr. Debt Rating Down to Junk Level

COVANTA ENERGY: Court Okays BSI as Debtors' Claims Agent
DAIRY MART: Wins Okay to Continue Arthur Andersen's Engagement
DELTA MILLS: Operating Loss Nearly Doubles in First Quarter
DICK SIMON TRUCKING: Closes Sale of All Assets to CRSI for $50M+
DYNA-CAM: Bankruptcy Filing Likely Due to Capital Constraints

EES COKE: Fitch Maintains Watch on Junk-Rated Senior Notes
ELDERTRUST: Working Capital Deficit Tops $47 Million at March 31
ENRON CORP: Iberdrola Intends to Buy Spanish Assets for $315MM
EXIDE TECHNOLOGIES: Seeks OK to Continue Intercompany Transfers
FARMLAND INDUSTRIES: Eyes Bankruptcy Filing as Last Resort

FEDERAL-MOGUL: Wants to Assume Key Executive Pension Plan
FEDERAL-MOGUL: Commences Trading on OTC Bulletin Board Today
FLOWSERVE CORP: Posts Improved Results for First Quarter 2002
GLOBAL CROSSING: Committee Taps Chanin Capital as Fin'l Advisor
GRAPES COMMS: Wins Approval for Shearman's Retention as Counsel

GUILFORD MILLS: Wins Court Approval of DIP Financing Facility
HCI DIRECT: Look for Schedules and Statements by July 15, 2002
HASBRO INC: Q1 Net Loss Drops to $17MM on $452MM in Revenues
HOLIDAY RV: Operating Cash Flows Took a Turn for the Worse
IMP INC: No Longer Complies with Nasdaq Listing Requirements

IT GROUP: Court Approves Sale of All Assets to The Shaw Group
I.T. TECHNOLOGY: Weinberg & Co. Raises Going Concern Doubt
INTEGRATED HEALTH: Premiere Panel Presses Suits against Officers
KAISER ALUMINUM: Proposes Miscellaneous Asset Sale Procedures
KMART CORP: Covenants that EBITDA will Skyrocket by Year-End

LEINER HEALTH: Completes Fin'l Workout with New Bank Facility
LUCENT TECHNOLOGIES: Names Ruth Bruch as Chief Info. Officer
METALS USA: Wants Bar Date for Gov't Entities Extended to July 8
METROMEDIA: Needs External Funding to Meet Current Obligations
NATIONSRENT: Genie Fin'l Demands $1.3M Postpetition Rent Payment

OATH FOR LOUISIANA: S&P Assigns R Rating on Financial Strength
NEW WORLD RESTAURANT: Bruce E. Toll Reports 22.2% Equity Stake
ORBITAL IMAGING: Gets OK to Employ Latham & Watkins as Attorneys
ORIGINAL SIXTEEN TO ONE: Perry-Smith Issues Going Concern Note
PACIFICARE: Fitch Views Credit Facility Extension as Favorable

PEGASUS SATELLITE: Posts $285M Losses on $838M Revenues for 2001
PELICAN PROPERTIES: Working Capital Deficit Tops $3.5 Million
POINT.360: Hair S. Bagerdjian Discloses 7.6% Equity Stake
POLAROID CORP: Seeks Approval of Asset Sale Bidding Procedures
SLI INC: Bank Lenders Waive Technical Default Under Credit Pact

SERVICEWARE TECHNOLOGY: Nasdaq Okays Transfer to SmallCap Market
SILVERADO GOLD MINES: Auditors Raise Going Concern Doubts
STARS AND STRIPES: National Tribune Makes Bid to Reclaim Paper
STYLEMASTER INC: Martha Williams & Partner Buy Assets Back
TRANSFINANCIAL HOLDINGS: Closes Sale of Fin'l Services Business

WARNACO GROUP: Inks Settlement Pact with Fruit of the Loom
WILLIAMS COMMS: Files for Chapter 11 Reorganization in S.D.N.Y.
WILLIAMS COMMS: Case Summary & 20 Largest Unsecured Creditors
WILLIAMS COMMS: Former Parent Prepared to Deal with Bankruptcy
WILLCOX & GIBBS: Court Okays Conversion to Chapter 7 Liquidation

WINSTAR: Trustee's Move to Extend Lease Decision Time Under Fire

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Signing-Up Lazard Freres for Financial Advice
----------------------------------------------------------
360networks inc., and its debtor-affiliates ask the Court's
authority to retain Lazard Freres as their financial advisor,
nunc pro tunc to June 28, 2001, with Lazard Freres' fee
entitlement retroactive to November 1, 2001.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
explains that the retention of Lazard Freres would greatly
assist the Debtors' successful reorganization.  Lazard is a
privately held investment banking firm that provides a broad
range of corporate advisory services, capital market
capabilities, asset management, and principle investing. Lazard
has been advising clients around the world for over 150 years.
The current managing directors, directors, vice presidents and
associates of Lazard have extensive experience working with
financially troubled companies in complex financial
restructurings out-of-court and in Chapter 11 cases.  Since May
2001, Lazard Freres has been providing substantial assistance to
the Debtors in connection with:

    (i) evaluation of strategic business alternatives;

   (ii) pursuit of new debt or equity financing;

  (iii) assistance with certain non-core asset sales;

   (iv) analysis of the debt capacity of the Debtors' stand
        alone business plan;

    (v) analysis of the enterprise value of the Debtors' stand
        alone business plan;

   (vi) development of stand alone plan concepts and capital
        structure;

  (vii) negotiation of stand alone plan with creditor
        constituencies;

(viii) development and approval of the Debtors' employee
        retention program; and

   (ix) communications and presentations for the Debtors' pre-
        petition lenders and Creditors' Committee.

"The Debtors continue to require the services of Lazard Freres,"
Mr. Lipkin asserts.  Notably, the Debtors have no other
financial advisor in these cases.

Mr. Lipkin enumerates the services expected from Lazard Freres:

    (a) Review and analyze the Debtors' business, operations and
        financial projections;

    (b) Evaluate the Debtors' debt capacity in light of its
        projected cash flow;

    (c) Assist in the determination of an appropriate capital
        structure for the Debtors;

    (d) Assist in the determination of a range of values for the
        Debtors on a going concern and liquidation basis;

    (e) Advise the Debtors on tactics and strategies for
        negotiating with its various groups of Creditors;

    (f) Render financial advice to the Debtors and participate
        in meetings or negotiations with the Creditors in
        connection with any Restructuring Transaction;

    (g) Advise the Debtors on the timing, nature, and terms of
        any new securities, other consideration or other
        inducements to be offered to its Creditors in connection
        with any Restructuring Transaction;

    (h) Assist the Debtors in preparing any documentation
        required in connection with the implementation of any
        Restructuring Transaction;

    (i) Provide financial advice and assistance to the Debtors
        in developing and obtaining confirmation of a plan of
        reorganization;

    (j) Assess the possibilities of bringing in new lenders
        and/or investors to replace, repay or settle with any of
        the Creditors;

    (k) Advise the Debtors with respect to the structure of and
        negotiations relating to any potential Sale Transaction;

    (l) Advise the Debtors with respect to the structure of and
        negotiations relating to any potential Financing
        Transaction;

    (m) Advise and attend meetings of the Debtors' Board of
        Directors and its committees;

    (n) Provide testimony, as necessary, in any proceeding in
        any judicial forum;

    (o) If requested, render an opinion about fairness from a
        financial point of view to the entity selling the
        assets, in regard to the consideration received by the
        Debtors in connection with any Sale Transaction, in such
        customary form and with such qualifications as
        reasonably determined appropriate by Lazard; and

    (p) Provide the Debtors with other appropriate general
        restructuring advice.

James Millstein, a Managing Director of Lazard Freres & Company,
reports that Lazard Freres would receive a monthly advisory fee
from the Debtors amounting to $200,000.  Lazard Freres would
also be reimbursed for reasonable expenses under the Debtors'
existing guidelines.  Lazard Freres would also be entitled to a
restructuring fee from the Debtors equal to $2,500,000 upon the
completion of a Restructuring Transaction.  If the aggregate
amount of monthly fees exceeds $2,500,000, which would occur
during May 2002 if Lazard Freres is retained on a nunc pro tunc
basis, then such excess would be credited against any
Restructuring Transaction Fee to which Lazard Freres might be
entitled.  Thus, the actual Restructuring Transaction Fee is
likely to be less than $2,000,000.

Furthermore, Mr. Millstein states that if a Sales Transaction is
consummated, then Lazard Freres would be entitled to receive a
fee payable at the closing.  If there is more than one Sales
Transaction, a fee for each transaction would be computed in
accordance with the Engagement Letter and the Sales Transaction
Fee is the aggregate amount of the fees so computed.

If the Debtors consummates one or more Financing Transactions
Lazard Freres are be entitled to receive on the closing date the
fees under the Financing Transaction Fee of the Engagement
Letter.

Mr. Millstein tells the Court that if Lazard Freres is entitled
to receive two or more of:

    (a) the Restructuring Transaction Fee;

    (b) the Financing Transaction Fee; or

    (c) the Sales Transaction Fee,

-- only the highest of such fees will be paid. In no event will
Lazard Freres' aggregate fees under the Engagement Letter,
including the $400,000 paid for pre-petition services, exceed
$7,500,000.

Lazard's pre-petition fees of $400,000 and expenses of $15,950
for May and June 2001 were funded by the U.S. Debtors. In
addition, Lazard still holds a net pre-petition retainer from
the U.S. Debtors of $234,500.  "Due to the fact the U.S. Debtors
funded all monthly fees for the first two months of Lazard's
retention and because more than 50% of Lazard's early work for
the Debtors and their affiliates arguably could be allocated to
the Canadian Debtors, the Debtors and the Canadian Debtors have
tentatively agreed that the Canadian Debtors provisionally would
pick up Lazard's full monthly fees for the period July 2001
through October 2001," Mr. Millstein relates.   Hence, Lazard's
retention by the U.S. Debtors for fee purposes need only be
retroactive to November 1, 2001.  Starting November 1, 2001, the
requested retroactive retention date, the Debtors and the
Canadian Debtors propose to split Lazard's Monthly Fee 50/50.
The separate transaction fees for Lazard would be allocated
between the Debtors and the Canadian Debtors based upon the
attribution of value between the Debtors and the Canadian
Debtors in the applicable transaction giving rise to the fee.

Mr. Millstein adds that Lazard would also be entitled to
indemnification by the Debtors -- except to the extent that it
is found that Lazard acted with gross negligence or bad faith or
engages in willful misconduct. The terms of Lazard's
indemnification are identical to those approved by this Court
and accepted by the United States Trustee's office. The
indemnification entitlement would be retroactive to Petition
Date.

Mr. Millstein asserts that the employees of Lazard do not
have any connection with the Debtors, their creditors or any
other party in interest, or their respective attorneys.  Lazard
agrees to continue to provide assistance to the Debtors in
accordance with the terms and conditions set forth in the
Application and the Engagement Letter.  "I believe Lazard is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code and represents no interest adverse to the
Debtors," Mr. Millstein says. (360 Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AEROVOX INC: Enters Pacts to Sell Capacitor Manufacturing Assets
----------------------------------------------------------------
Aerovox Incorporated reached agreements Friday with Parallax
Power Components L.L.C. to sell its U.S. based film capacitor
and EMI filters business and Nueva Generacion Manufacturas, S.A.
de C.V. to sell its Mexico City film and electrolytic capacitor
business. Also on Friday, Evox Rifa Group OYJ was awarded the
winning bid in Aerovox's sale of its United Kingdom subsidiary,
BHC Aerovox Ltd.

"From the perspective of our customers and vendors, these
transactions eliminate the financial uncertainties that we have
lived with since filing for bankruptcy protection last year,"
said Robert D. Elliott, president and CEO. "Our customers have
been phenomenally supportive over the past eleven months and I'm
pleased that they will be able to continue to purchase quality
capacitors made by the same dedicated people who have serviced
their needs for many years."

Parallax owns a film capacitor manufacturing plant in
Bridgeport, Connecticut, which was purchased from Magnetek
Incorporated last year. The combined film capacitor business
will be a strong competitor in the motor and lighting capacitor
marketplace, and the engineering and operational synergies
created in the acquisition will improve its position in a number
of profitable niche markets.

NGM is purchasing Aerovox's capacitor manufacturing assets in
Mexico City, Mexico, which include both electrolytic and film
capacitor lines. Both the Parallax and NGM deals are subject to
U.S. Bankruptcy Court approval.

Evox Rifa, based in Finland, becomes the leading European
electrolytic capacitor manufacturer with its acquisition of BHC
Aerovox, Ltd. The management of Evox Rifa believes that
substantial synergy benefits will accrue to the company from the
acquisition. Economies of scale, stronger R&D efforts, focused
investment strategies and a broader customer base will
strengthen Evox Rifa's presence in the global market.

Aerovox, a debtor-in-possession under Chapter 11 of the United
States Bankruptcy Code, manufactures film, paper and aluminum
electrolytic capacitors. The Company sells its products
worldwide, principally to original equipment manufacturers as
components in electrical and electronic equipment.


AKORN INC: Fails to Comply with Nasdaq Listing Requirements
-----------------------------------------------------------
Akorn, Inc. (Nasdaq: AKRN) announced that it received a Nasdaq
Staff Determination on April 19, 2002 indicating that the
Company fails to comply with the Report Filing requirements for
continued listing set forth in Market Place Rule 4310(c)(14),
and that the Company's securities are, therefore, subject to
delisting from The Nasdaq National Market.  This action taken by
Nasdaq is due to the fact that Akorn filed its December 31, 2001
10-K with unaudited financial statements as its independent
auditors were unwilling to issue an audit opinion until the
proposed SEC enforcement action related to alleged misstatements
in the Company's 2000 financial statements is resolved. Akorn is
cooperating with the SEC and working with its independent
auditors to resolve these issues and is committed to obtaining
audited financial statements as soon as feasible.  Akorn intends
to request a hearing for continued listing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination
and has until April 26, 2002 to do so.  There can be no
assurances the Panel will grant the Company's request for
continued listing.

Akorn, Inc., manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products.


ALISTAR INSURANCE: S&P Assigns 'R' Financial Strength Ratings
-------------------------------------------------------------
Standard & Poor's assigned its 'R' financial strength rating to
Alistar Insurance Co., after learning that the California
Department of Insurance applied for and was granted a
conservation order for this company by the Fresno County
Superior Court.

The Conservation and Liquidation office took over Alistar's
operations on April 11, 2002, because of the company's
insolvency. According to Alistar's annual statement filed on
March 31, 2002, it has policyholders' surplus of about $939,000,
which is less than the unimpaired minimum capital of $1,950,000
required for the classes of insurance it is licensed to
transact. In addition, the company is under-reserved by about $4
million. In the past weeks, the Department of Insurance has been
working with the company to review a rehabilitation proposal.

Alistar, based in Fresno, California, is a property/casualty
company licensed on April 01, 1995. Its major lines of business
are workers' compensation, private passenger auto liability,
auto physical damage, and surety bonds.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


APPLIEDTHEORY: Retains Angel & Frankel as Bankruptcy Counsel
------------------------------------------------------------
AppliedTheory Corporation obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
and employ the law firm of Angel & Frankel, P.C. as their
bankruptcy counsel to:

     a) advise the Debtors with respect to their powers and
        duties in the continued operation of their business and
        management of their property in the Chapter 11 Cases as
        debtors and debtors-in-possession;

     b) represent the Debtors before this Court and any other
        court of competent jurisdiction, and at all hearings on
        matters pertaining to their affairs as debtors and
        debtors-in-possession, including prosecuting and
        defending litigated matters that may arise during the
        Chapter 11 Cases;

     c) advise and assist the Debtors in the preparation and
        negotiation of a Chapter 11 plan with their creditors
        and other parties in interest;

     d) prepare all necessary or appropriate applications,
        answers, orders, reports and other legal documents; and

     e) perform all other legal services for the Debtors that
        may be desirable and necessary in the Chapter 11 Cases.

In February, March and April of 2002, the Debtors paid Angel &
Frankel a retainer in a total aggregate amount of $150,000. The
Debtors will pay Angel & Frankel its customary hourly rates:

     Name of Professional     Title       Hourly Rate
     --------------------     -----       -----------
     Joshua J. Angel          member         $650
     Bruce Frankel            member         $525
     John H. Drucker          member         $425
     Laurence May             member         $425
     Jeffrey K. Cymbler       member         $325
     William M. Kahn          of counsel     $500
     Bonnie L. Pollack        of counsel     $320
     Neil Y. Siegel           associate      $325
     Leonard H. Gerson        associate      $325
     Rochelle R. Weisburg     associate      $240
     Frederick E. Schmidt     associate      $220
     Seth F. Kornbluth        associate      $175
     Michele E. Cosenza       associate      $175
     Craig R. Nussbaum        associate      $120
     Linda Wallen             paralegal      $100
     Chetram Deola            paralegal      $75

AppliedTheory Corporation provides internet service for business
and government, including direct internet connectivity, internet
integration, web hosting and management service. The Company
filed for chapter 11 protection on April 17, 2002. Joshua Joseph
Angel, Esq. and Leonard H. Gerson, Esq. at Angel & Frankel,
P.C., represent the Debtors in their restructuring efforts. When
the Company filed for protection from its creditors, it listed
$81,866,000 in total assets and $84,128,000 in total debts.


ASSISTED LIVING: Annual Shareholders' Meeting Set for May 8
-----------------------------------------------------------
The 2002 Annual Meeting of Stockholders of Assisted Living
Concepts, Inc. will be held at the corporate offices of ALC
located at 11835 N.E. Glenn Widing Drive, Building E, Portland,
Oregon 97220-9057, on Wednesday, May 8, 2002, at 3:00 p.m. local
time, for the following purposes:

    (1) To elect seven directors for the ensuing
        year or until the election and qualification of their
        respective successors;

    (2) To approve the 2002 Incentive Award Plan, and

    (3) To transact such other business as may
        properly come before the meeting or any adjournment or
        postponement of the Annual Meeting.

Only stockholders whose names appear of record on the books of
ALC at the close of business on March 31, 2002, are entitled to
notice of, and to vote at, the Annual Meeting or any
adjournments or postponement thereof.

Assisted Living Concepts, which operates residences for seniors
who do not need full-time nursing care, filed for Chapter 11
bankruptcy on October 1, 2001 in the US Bankruptcy Court for the
District of Delaware. Michael R. Nestor, Esq. at Young Conaway
Stargatt & Taylor and Robert A. Klyman, Esq., Jonathan S.
Shenson, Esq., Sylvia K. Hamersley, Esq. at Latham & Watkins
represent the Debtors in their restructuring effort. When the
company filed for protection from its creditors, it listed
$331,398,000 in assets and $252,035,000 in debt.


ASSOCIATED MATERIALS: Completes Cash Tender For 9-1/4% Sr. Notes
----------------------------------------------------------------
Associated Materials Incorporated (Nasdaq: SIDE) completed its
previously announced cash tender offer to purchase all $75
million outstanding principal amount of its 9-1/4% Senior
Subordinated Notes due March 1, 2008.  The Note Tender expired
on April 18, 2002, at 12:00 midnight, New York City time.

Based on preliminary information, $74,012,000 in principal
amount of the 9-1/4% Notes were validly tendered and not
withdrawn in the Note Tender.  AMI has accepted for purchase all
of the 9-1/4% Notes validly tendered prior to the Expiration
Date.  The settlement of the Note Tender is expected to take
place on April 19, 2002.

The Note Tender consideration per $1,000 principal amount of 9-
1/4% Notes validly tendered and not withdrawn prior to the
Expiration Date is $1,078.20. Holders that tendered their 9-1/4%
Notes and provided their consents to the proposed amendments to
the Indenture at or prior to 5:00 p.m., New York City time,
April 4, 2002 will also receive a consent payment of $20 per
$1,000 of principal amount of 9-1/4% Notes in addition to the
tender offer consideration.  Holders of 9-1/4% Notes tendered
after the Consent Date will not receive the consent payment.

The Note Tender consideration is based on (1) a yield to March
1, 2003 (the first optional redemption date with respect to the
9-1/4% Notes) that is equal to the sum of (i) the yield on the
4.25% U.S. Treasury Note due March 31, 2003, and (ii) a fixed
spread of 50 basis points, less (2) $20, the amount of the
consent payment.  The yield on the applicable reference
security, as calculated by UBS Warburg LLC at 2:00 p.m., New
York City time, on April 16, 2002, was 2.415%.

The Note Tender required holders tendering the 9-1/4% Notes to
consent to the modification or elimination of most of the
restrictive covenants contained in the indenture governing the
9-1/4% Notes and the amendment of certain other provisions of
the Indenture.  These provisions of the Indenture were modified,
eliminated or amended in accordance with the consent of more
than a majority in principal amount of the 9-1/4% Notes.

AMI commenced the Note Tender on March 22, 2002 pursuant to the
merger agreement dated as of March 16, 2002 with Associated
Materials Holdings Inc. (formerly known as Harvest/AMI Holdings
Inc.) and its wholly owned subsidiary, Simon Acquisition Corp.
Simon Acquisition Corp. commenced a tender offer for all
outstanding shares of AMI's common stock (the "Share Tender"),
which also expired yesterday.  Pursuant to the merger agreement,
Simon Acquisition Corp. will be merged into AMI, with AMI
continuing as the surviving corporation in the merger and a
wholly owned subsidiary of Associated Materials Holdings Inc.

                           *   *   *

As previously reported on April 11, 2002 in the Troubled Company
Reporter, Standard & Poor's revised the CreditWatch
implications on building products manufacturer Associated
Materials Inc.'s 'BB' corporate credit rating to negative from
developing. Ratings on Associated Materials were placed on
CreditWatch on December 20, 2001, following the company's
announcement that it was pursuing strategic alternatives,
including a possible sale of the company.

The revision of the CreditWatch implications stems from the
completion of Standard & Poor's review of the company's proposed
capital structure pending its sale to Harvest Partners Inc. The
transaction, valued at $468 million, will be financed with $296
million of cash and debt and $172 million of equity. If the
acquisition is completed as currently structured, Standard &
Poor's expects to lower its corporate credit rating on
Associated Materials Inc. to double-'B'-minus, reflecting a more
leveraged capital structure. The outlook will be stable.

The proposed debt financing includes a $165 million secured
credit facility, consisting of a $40 million revolving credit
facility due 2007 and a $125 million term loan maturing in 2009.
Based on preliminary terms and conditions, Standard & Poor's
bank loan rating will be double-'B'-minus, the same as the
corporate credit rating. The facility will be secured by
substantially all of the company's assets, which should provide
some measure of protection to lenders. However, based on
Standard & Poor's simulated default scenario, it not likely that
a distressed enterprise value would be sufficient to cover the
entire loan facility.

In addition, Standard & Poor's expects to assign a single-'B'
rating to the company's proposed $165 million subordinated notes
due 2012 to be issued under Rule 144A with registration rights.
The company's existing $75 million 9-1/4% subordinated notes due
2008 are expected to be redeemed, and rating on these notes will
be withdrawn when the transaction closes.


BELL CANADA: Working Capital Deficit Tops C$900MM at December 31
----------------------------------------------------------------
Bell Canada International Inc. released results for the first
quarter ending March 31, 2002.

Chairman and CEO Bill Anderson stated, "During the quarter, BCI
completed two major transactions announced in the fourth
quarter, one to raise equity to meet short-term obligations and
the second to reorganize Telecom Americas into a pure-play
Brazilian mobile company.  First quarter results are beginning
to reflect the benefits from the Telecom Americas reorganization
as we saw a strong performance on the cost side contributing to
an improvement in the EBITDA margin."

Mr. Anderson added, "Despite the promising operating
performance, capital market conditions continue to be
challenging for Latin American telecommunication companies such
as BCI and Telecom Americas which have significant short term
debt levels."

                         Results Review

Basis of Presentation

Following the reorganization of Telecom Americas and the
adoption by the corporation of a plan of disposition for Canbras
and Genesis, BCI is now treating Canbras, Genesis and Axtel as
discontinued operations.  BCI's continuing operations are now
the Brazilian mobile operations of Telecom Americas.  Prior
periods have been restated to reflect this treatment.

In accordance with new accounting recommendations of the
Canadian Institute of Chartered Accountants ("CICA") effective
on January 1, 2002, the first quarter results of 2002 exclude
goodwill amortization and reflect the change in accounting
policy for foreign currency translation.

In addition, in the results review that follows, prior period
results have been normalized to provide more meaningful
comparison. Normalized results of prior quarters reflect, on a
pro-forma basis, the same effective ownership of BCI in each of
the operating companies of Telecom Americas that actually
existed in the first quarter of 2002.  This eliminates variances
in comparing results with prior quarters that are due solely to
differences in ownership.  In addition, the normalized results
of prior quarters exclude the amortization of goodwill.  Such
normalization is not prescribed by Generally Accepted Accounting
Principles ("GAAP").

First Quarter 2002 versus Fourth Quarter 2001

Total subscribers served by Telecom Americas increased 4% from
4.3 million on a normalized basis at the end of the previous
quarter to 4.5 million at March 31, 2002.  The increase in total
subscribers was achieved in the context of the reduced activity
associated with the summer holiday period in Brazil and the
absence of any major special promotion.

Consolidated revenues for the first quarter of 2002 were $137
million compared to normalized revenues of $133 million in the
fourth quarter of 2001.  This 3% revenue increase was primarily
a result of the favorable translation impact of a 7%
appreciation in the Brazilian real compared to the Canadian
dollar and an increase in the interconnection rates during the
quarter, partially offset by lower handset revenues.

Consolidated EBITDA increased to $41 million in the first
quarter of 2002 compared to normalized EBITDA of $24 million for
the previous quarter, improving the EBITDA margin by 12
percentage points to reach 30%.  The higher margin was driven by
higher revenues, lower handset subsidies and cost reductions
associated with the streamlining of operating costs in the
Brazilian mobile companies.

BCI's net loss from continuing operations applicable to common
shares was $70 million for the quarter, compared to a normalized
net gain of $22 million in the fourth quarter of 2001.  This
unfavorable variance is attributable mainly to foreign exchange
losses on U.S. dollar-denominated debt recognized in the first
quarter, as compared to foreign exchange gains recognized in the
fourth quarter, partially offset by lower interest expense.

Taking into account both continuing and discontinued operations,
BCI recorded net earnings applicable to common shares of $603
million in the first quarter of 2002 relative to normalized net
earnings of $5 million in the fourth quarter of 2001.  This
increase is mainly attributable to a net gain recognized on the
Telecom Americas reorganization transactions, principally from
the disposition of Comcel, partially offset by higher losses
from continuing operations.

First Quarter 2002 versus First Quarter 2001

Total subscribers at March 31, 2002 were up 25% from normalized
total subscribers at March 31, 2001 of 3.6 million.

Consolidated revenues for the first quarter increased by $5
million from normalized revenues of $132 million in the first
quarter of 2001.  The increase in revenues is mainly
attributable to subscriber growth, which was partially offset by
the unfavorable translation impact of a 13% devaluation of the
Brazilian real against the Canadian dollar compared to a year
ago and a decline in average revenue per subscriber.  Excluding
the devaluation impact, revenues increased by $22 million or
17%.

Consolidated EBITDA in the first quarter of 2002 improved by $16
million, compared to normalized EBITDA of $24 million in the
first quarter of 2001.  The increase in EBITDA reflects
significant reductions in general and administrative expenses
and the realization of economies of scale resulting from the
growth in the subscriber base, partially offset by a translation
devaluation impact of $6 million.

BCI's net loss from continuing operations applicable to common
shares was $70 million for the first quarter of 2002, compared
to a normalized net loss of $221 million in the first quarter of
2001.  The reduced loss is attributable primarily to the lower
foreign exchange loss on US dollar denominated debt of the
Brazilian companies resulting from a lower devaluation of the
real against the US dollar in the first quarter of 2002 compared
to the first quarter of 2001.  In addition, in the first quarter
of 2001, BCI reported a loss on SK Telecom Co. Ltd. shares of
$56 million.  These factors were partially offset by higher
interest expenses incurred at the corporate levels of BCI and
Telecom Americas in 2002.

At December 31, 2001, Bell Canada reported a working capital
deficit of close to C$900 million.

Taking into account both continuing and discontinued operations,
BCI recorded net earnings applicable to common shares of $603
million in the first quarter of 2002 relative to normalized net
earnings of $84 million in the first quarter of 2001.  Results
in the first quarter of 2001 included a $502 million gain from
the sale of BCI's interest in KG Telecom partially offset by
operating losses from BCI's discontinued operations.

               Operating And Financing Highlights

* On February 8, BCI completed the reorganization of Telecom
Americas into a company focused on the Brazilian mobile wireless
market.  As part of the reorganization, Telecom Americas secured
capital contributions of US$240 million from BCI and America
MĒvil, an additional US$120 million in the form of a convertible
shareholder loan and US$80 million in cash from America MĒvil.
Some of the existing debt was also refinanced to extend
maturities.

* On February 12, BCI announced that a private investor had
agreed to invest US$300 million in Telecom Americas.  The
purchase of convertible preferred shares closed on April 19. If
converted, this would dilute BCI's ownership in Telecom Americas
by approximately 3 percentage points

* On February 15, BCI issued new common shares under the
recapitalization plan announced on December 3, 2001 pursuant to
the $440 million Rights Offering; to settle the principal amount
of $400 million owing under BCI's subordinated convertible
debentures; and with respect to the conversion of the principal
and interest of approximately $78 million owing under a
convertible loan from BCE Inc.  Additional shares may be issued
in satisfaction of the put option held by American International
Group, Inc. or any of its affiliates and the secondary warrants
issued in connection with the Rights Offering.

* On March 8, BCI closed the amendment of its Credit Facility in
a reduced amount of $230 million with an extended maturity of
March 8, 2003, replacing a $400 million facility that was to
mature on March 8, 2002.

* BCI's cash and unused availability under its credit facility
should be sufficient to enable the corporation to meet its
financial obligations to March 2003.  The corporation's
significant remaining financial obligations thereafter as well
as any investment requirements will have to be settled with the
proceeds from asset sales or new financings.

* At the Telecom Americas operating company level, 2002
financing requirements will have to be fulfilled through
available cash balances, committed shareholder's contributions
and additional borrowings.  There can be no assurance that these
companies will be successful in securing additional financing.
In the event that such operating companies default on debt which
leads to the acceleration of the repayment of that debt, this
could lead to an acceleration of the amounts outstanding under
BCI's credit facility.

BCI, through Telecom Americas, owns and operates 4 Brazilian B
Band cellular companies serving more than 4.5 million
subscribers in territories of Brazil with a population of
approximately 60 million.  A subsidiary of BCE Inc., Canada's
largest communications company, BCI is listed on the Toronto
Stock Exchange under the symbol BI and on the NASDAQ National
Market under the symbol BCICF.  Visit its Web site at
http://www.bci.ca


BURLINGTON: Firms-Up Pact to Sell Casa Burlmex Assets to Springs
----------------------------------------------------------------
Burlington Industries, Inc. and Springs Industries Inc.
finalized their Asset Purchase Agreement dated April 11, 2002.
This agreement provides that the Debtors sell the assets free
and clear of all property interests and assume certain contracts
and assign them to Springs.

The significant terms of the Asset Purchase Agreement are:

   -- Purchase Price. The Purchase Price of $25,000,000 is
      subject to certain reductions and post-closing adjustments
      for, among other things, the value of the Inventory and
      Receivables, in accordance to certain procedures of the
      Asset Purchase Agreement. The Purchase Price will be paid
      to the Debtors at Closing by wire transfer.

   -- The Assets. At Closing, the Debtors agree to sell,
      transfer and convey to the Buyer the Assets including,
      among other things:

      (a) the Debtors Assets;

      (b) the Burlmex Assets; and

      (c) certain other intellectual property, contracts,
          permits, inventory and accounts receivable relating to
          the Window Treatment and Bedding Business.

   -- Assumed Executory Contracts and Leases. At Closing, the
      Debtors agree to assume and assign to the Buyer all of
      Their rights, title and interests in the executory
      contracts relating to the Window Treatment and Bedding
      Business.  To the extent any of the Executory Contracts
      Require payment of monies to cure any default or breach,
      the Debtors will be responsible for such payments.

   -- Additional Transactions. The Debtors and the Buyer agree
      to enter into several related agreements such as:

     (a) an agreement under which the Debtors license certain
         intellectual property relating to the Window Treatment
         and Bedding Business to the Buyer;

     (b) an agreement under which the Debtors operate certain
         domestic manufacturing facilities in connection
         with the Window Treatment and Bedding Business for the
         benefit of the Buyer at the Buyer's expense for a
         period of up to 12 months following the Closing;

     (c) an agreement under which the Debtors agree to provide
         certain informational services in connection with the
         Window Treatment and Bedding Business for the benefit
         of the Buyer following the Closing;

     (d) an agreement under which the Debtors agree to make
         available for purchase by the Buyer certain fabrics
         used in connection with the Window Treatment and
         Bedding Business; and

     (e) a noncompetition agreement under which the Debtors
         will be restricted from competing with the Buyer in
         connection with the Window Treatment and Bedding
         Business. (Burlington Bankruptcy News, Issue No. 11;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


CYOP SYSTEMS: Needs New Capital to Sustain Operations thru 2002
---------------------------------------------------------------
Cyop Systems International Inc. has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern. Revenue increased to $512,225 for the year ended
December 31, 2001, from no revenue in the same period in the
prior year. This increase is a result of the move away from a
primarily a development company with the first proof of concept
contract with Bingo.com in September 2001.

The Company recorded cost of revenue of $300,647 during the year
ended December 31, 2001, as the direct costs associated with the
development work for Bingo.com.

Sales and marketing expenses increased to $101,217 for the year
ended December 31, 2001, an increase of $16,074 over 2000
expenses of $85,143. Sales and marketing expenses include
principally costs for marketing, co-brand advertising and
keyword buys for site and participation in trade shows. The
balance of marketing and advertising expenses consists of
payroll, consultant, and travel costs.

It is expected by the Company that sales and marketing expenses
will be incurred to further efforts to increase traffic to its
Web portal and develop licensee opportunities with gaming
portals. These costs will include commissions, salaries,
advertising, and other promotional expenses intended to increase
traffic to licensees and improve revenue. There can be no
assurances that these expenditures will result in increased
traffic or significant new revenue sources.

The Company ended the year with a net loss of $751,136, an
improvement over the prior year's net loss of $1,377,652. The
reduction in the net loss in 2001 is a result of the Company's
movement from development stage to proof of concept with the
contract for Bingo.com executed in September 2001.

                 Liquidity and Capital Resources

The Company does not yet have an adequate source of reliable,
long-term revenue to fund operations. As a result, the Company
is reliant on outside sources of capital funding. There can be
no assurances that the Company will in the future achieve a
consistent and reliable revenue stream adequate to support
continued operations. In addition, there are no assurances that
the Company will be able to secure adequate sources of new
capital funding, whether it is in the form of share capital,
debt, or other financing sources.

The Company had cash and cash equivalents of $1,852 and a
working capital deficiency of $1,357,792 at December 31, 2001.
This compares to cash and cash equivalents of $29,480 and
working capital deficiency of $1,513,587 at December 31, 2000.
The deficiency has increased its receivables as a result of the
September 2001 contract with Bingo.com

The Company's future capital requirements will depend on a
number of factors, including costs associated with development
of its Web portal, the success and acceptance of its new games
and the possible acquisition of complementary businesses,
products and technologies. It does not have sufficient cash and
cash equivalents on hand to conduct operations through the first
quarter of 2002, and are substantially dependent on continued
funding from its President and CEO to continue operations.
Although cash flow is improving, the Company will need to obtain
additional financing to support operations for the duration of
2002.

There can be no assurances that additional capital will be
available when needed on terms that are considered acceptable.
The auditors' report on the Company's December 31, 2001
consolidated financial statements contains an explanatory
paragraph that states that the Company has suffered losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


CALPINE CORP: Completes California Power Contracts Restructuring
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has successfully restructured
its long-term power contracts with the California Department of
Water Resources.  The Office of the Governor, the California
Public Utilities Commission, the Electricity Oversight Board and
the California Attorney General endorse these contracts and
agree to drop all challenges, including withdrawing the Section
206 complaint recently filed by the CPUC and EOB at FERC.

"Calpine is very pleased with this outcome.  Both sides worked
hard to create solutions that benefit all parties -- California
energy consumers, the state of California and Calpine," said Jim
Macias, Calpine's executive vice president, chief operating
officer and lead negotiator for the CDWR contracts. "These
restructured agreements resolve questions and uncertainty
surrounding our contracts.  The state is assured electricity
will be available under more flexible terms when supplies will
be critically needed.  Calpine continues to benefit from solid,
long-term power contracts and increased revenue and cash flow in
the early years."

To help the CDWR reduce their long-term purchase obligations,
Calpine has agreed to shorten the duration of the two ten-year,
baseload energy contracts by two years, and the 20-year peaker
contract by ten years.  "Calpine remains bullish on the long-
term California power market," continued Macias.  "Calpine
believes the growing need for new power in California is
significant -- particularly as the economy recovers, weather
normalizes and older, less efficient generating assets need to
be replaced.  We are confident that we will be able to sell this
capacity in the future."

Calpine also agreed to reduce the energy price on one ten-year
baseload contract from $61.00 to $59.60 per megawatt-hour, and
convert the energy portion of its peaker contract to gas index
pricing from fixed energy pricing. The company also agreed to
deliver up to 12.2 million megawatt-hours of additional energy
in 2002 and 2003.  "This will help fix CDWR's cost of
electricity in the near-term, while providing the state with the
needed flexibility to meet uncertain energy demands," added
Macias.

Overview

     -- Restructured contracts are endorsed by The Office of the
Governor, the CPUC, AG, EOB and CDWR

     -- The CPUC and EOB will withdraw their Federal Energy
Regulatory Commission 206 complaints; EOB and CPUC agree to no
longer seek refunds from Calpine through FERC refund proceedings

     -- The Office of the Governor, the CPUC, AG, EOB and CDWR
agree that they will not challenge the validity or the justness
and reasonableness of the restructured contracts

     -- Calpine agreed to pay $6 million over three years to the
AG to resolve any and all claims against Calpine; $1.5 million
of this amount will be used to fund solar or other alternative
energy retrofits of schools, hospitals and public buildings in
California

     -- Calpine to provide additional, flexible energy sales to
CDWR in 2002 and 2003

     -- Calpine adjusted its gas hedges to reflect new terms and
conditions of restructured contracts

Contract 1

     -- Baseload power deliveries remain unchanged at 350
megawatts for 2002, 600 megawatts for 2003, and 1,000 megawatts
for 2004 and beyond

     -- Fixed energy price remains at $58.60 per megawatt-hour

     -- Calpine to provide up to 2.7 million and 4.8 million
megawatt hours of additional, flexible energy in 2002 and 2003,
respectively; energy pricing indexed to gas; two-year fixed
capacity revenue of approximately $127.5 million

     -- Term of contract reduced to eight years from ten years

     -- Approximately $3.7 billion of total revenue is expected
to be earned from baseload and peaking capacity between 2002 and
2009

Contract 2

     -- Baseload power deliveries remain unchanged at 200
megawatts for the first half of 2002 and 1,000 megawatts from
July 1, 2002 forward

     -- Fixed energy price reduced to $59.60 per megawatt-hour
from $61.00

     -- Calpine to provide up to 1.7 million and 3.0 million
megawatt-hours of additional, flexible energy in 2002 and 2003,
respectively; energy pricing indexed to gas; two-year fixed
capacity revenue of approximately $88.8 million

     -- Term of contract reduced to eight years from ten years

     -- CDWR has the right to complete four Calpine projects
planned for California if Calpine does not build these four new
energy centers; contract prices, terms and conditions are not
impacted; CDWR reimburses Calpine for all construction costs and
certain other costs incurred to date

     -- Approximately $4.1 billion of total revenue is expected
to be earned from baseload and peaking capacity between 2002 and
2009

Contract 3

     -- Calpine continues to provide CDWR with an option of
2,000 hours for 495 megawatts of peak power

     -- Fixed annual capacity payments remain at $90 million for
years one through five and $80 million per year thereafter;
energy pricing now indexed to gas, versus fixed at $73.00 per
megawatt-hour

     -- Term of the contract reduced to ten years from 20 years

     -- Approximately $800 million of revenue expected to be
earned from peaking capacity between 2002 and 2011

Contract 4

     -- Calpine to provide up to 225 megawatts of new peaking
capacity

     -- Three-year term, beginning with commercial operation

     -- Fixed annual average capacity payments remain at $46.8
million per year; energy pricing remains indexed to gas

     -- Approximately $140 million of revenue expected to be
earned from capacity between 2003 and 2005

               Commitment to California Market

Calpine has long recognized the need for new sources of clean
generation in California.  In 1996, the company launched the
largest power development program in California.  In 2001,
Calpine brought on line 1,100 megawatts and expects to add
another 1,375 megawatts in 2002 -- representing approximately
2,500 megawatts of clean, reliable electricity for California
consumers.

The demand for electricity is expected to continue to grow in
California. A recent FERC study has warned that the state could
still face a shortfall of energy supply and that more electric
generating facilities will be needed. Recent slowdowns and
cancellations of power projects in California by other power
generators have added to this potential shortfall.

Calpine will remain a vital part of the solution to California's
current and future energy needs.  As the state's leading
independent power producer, the company elected to work
cooperatively with the state to reach a mutually beneficial and
timely resolution.  These agreements also will help improve
market stability and regulatory certainty -- a fundamental
requisite for Calpine's commitment to the state's power market.
The company will continue to generate and deliver clean,
reliable electricity to help stem potential energy shortfalls.

Conference Call

Calpine will host a conference call today, April 24, 2002, at
8:00 a.m. PDT to further discuss the new CDWR contracts.  The
call is available in a listen-only mode by calling 1-888-603-
6685 at least ten minutes prior to the start of the conference
call.  International callers may dial 1-706-634-1265.  Calpine
will simulcast the conference call live via the Internet.  The
web cast can be accessed and will be available for 30 days on
the Investor Relations page of Calpine's Web site at
http://www.calpine.com

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power, through plants it
develops, owns and operates, in 29 states in the United States,
three provinces in Canada and the United Kingdom.  Calpine is
the world's largest producer of renewable geothermal energy, and
it owns and markets 1.3 trillion cubic feet of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit its Web site at http://www.calpine.com

                         *   *   *

As previously reported, Standard & Poor's lowered its corporate
credit rating on Calpine Corp. to double-'B' from double-'B'-
plus. The outlook is stable. At the same time, Standard & Poor's
lowered its rating on Calpine's senior unsecured debt to single-
'B'-plus from double-'B'-plus, two notches below the corporate
credit rating; its rating on the "SLOBS" (Tiverton/Rumford and
Southpoint/Broad River/Rockgen) to double-'B' from double-'B'-
plus; and its rating on the convertible preferred stock to
single-'B' from single-'B'-plus.

In addition, all of the above ratings were removed from
CreditWatch, where they were placed on March 12.

The actions follow Calpine's decision to secure approximately $2
billion ahead of Calpine's unsecured bondholders. "Calpine plans
to pledge all of its 2.0 trillion cubic feet of U.S. and
Canadian gas assets, as well as its Saltend power plant in the
U.K. and its equity investment in nine U.S. power plants to
three groups of secured debt holders," said Standard & Poor's
analyst Jeffrey Wolinsky. Calpine has secured a $1 billion
revolver and the existing $400 million corporate revolver that
expires in May 2003, and plans to finalize a $600 million, two-
year term loan shortly. This security adds to the existing
secured asset base under the $3.5 billion construction revolver,
which includes power plants under construction and about $1
billion of secured assets under the SLOBS.

To shore up its liquidity position, Calpine has added about $1.5
billion of debt beyond its forecast in October 2001, which
brings adjusted minimum and average funds from operations to
interest coverage ratios to about 1.9 times and 2.4x,
respectively, from 2002-2005. This deviates substantially from
the previous forecast ratios of 2.3x and 2.8x, respectively.
This change in coverage ratios comes with little alteration to
the forecast portfolio of assets since October 2001. While the
$2 billion in secured debt may improve Calpine's short-term
liquidity position, the additional debt will increase interest
expense, refinancing risk, and interest-rate risk.

In line with Standard & Poor's notching criteria, the amount of
secured debt on a sub-investment grade corporation relative to
Calpine's capitalization warrants a two-notch differential
between the corporate credit rating and the unsecured debt
rating. Moreover, Standard & Poor's believes that the magnitude
of the secured debt financing will likely prevent Calpine from
obtaining unsecured debt financing in the future. Therefore, the
expectation is that future debt issuances would also be secured,
further subordinating the unsecured bonds.

                         *   *   *

Calpine Corp.'s 8.50% bonds due 2011 (CPN11USR1) are quoted at a
price of 80.75, DebtTraders reports. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN11USR1


CARIBBEAN PETROLEUM: Secures Okay to Hire Mintz Levin as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware put its
stamp of approval on Caribbean Petroleum Corporation's request
to retain and employ Richard E. Mikels, Esquire, Paul J.
Ricotta, Esquire and the law firm of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., as its general bankruptcy counsel, nunc
pro tunc to April 1, 2002.

CPC contemplates that Mintz Levin will render general bankruptcy
services as needed throughout the course of these Chapter 11
cases. In particular, CPC anticipates that Mintz Levin will:

     a. Advise CPC with respect to its powers and duties as a
        debtor in possession in the continued management and
        operation of its business and property;

     b. Represent CPC at all hearings and matters pertaining to
        its affairs as a debtor and debtor- in-possession;

     c. Attend meetings and negotiate with representatives of
        CPC's creditors and other parties-in- interest, as well
        as respond to creditor inquiries;

     d. Take all necessary action to protect and preserve CPC's
        estate;

     e. Prepare on behalf of CPC all necessary and appropriate
        motions, applications, answers, orders, reports and
        papers necessary to the administration of CPC's estate;

     f. Review applications and motions filed in connection with
        these cases;

     g. Negotiate and prepare on CPC's behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and/or documents, and take any necessary
        action on behalf of CPC to obtain confirmation of such
        plan;

     h. Advise CPC in connection with any potential sale of
        assets or businesses, or in connection with any
        strategic partnering;

     i. Review and evaluate CPC's executory contracts and
        unexpired leases and represent CPC in connection with
        the rejection, assumption or assignment of such leases;

     j. Consult with and advise CPC regarding labor and
        employment matters;

     k. Represent CPC in connection with any adversary
        proceedings or automatic stay litigation which may be
        commenced by or against CPC;

     l. Review and analyze various claims of CPC's creditors and
        the treatment of such claims and the preparation, filing
        or prosecution of any objections thereto; and

     m. Perform all other necessary legal services and provide
        all other necessary legal advice to CPC in connection
        with these Chapter 11 cases.

CPC will pay the Firm a retainer of $100,000 and its current
customary hourly rates plus (specific rates are not disclosed)
reimbursement of actual and necessary expenses.

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


CASUAL MALE: Court Extends Lease Decision Period Until Sept. 17
---------------------------------------------------------------
Casual Male Corp. and its debtor-affiliates sought and obtained
more time from the U.S. Bankruptcy Court for the Southern
District of New York to decide what to do with their unexpired
nonresidential real property leases.  The Court gives them until
the earliest of September 17, 2002 and the effective date of any
confirmed chapter 11 plan in these cases to elect whether to
assume, assume and assign or reject these unexpired leases.

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.


CLARITI TELECOMMS: Peter S. Pelullo Steps Down as Pres. & CEO
-------------------------------------------------------------
On April 15, 2002, Peter S. Pelullo resigned as President and
Chief Executive Officer as well as a member of the Board of
Directors of Clariti Telecommunications International, Ltd.
Also, On April 15, 2002, Ernest J. Cimadamore resigned as
Secretary and Senior Vice President of the Company.

Abraham Carmel has been appointed as Chairman of the Board of
Directors of the Company.  Mr. Carmel has been a Director of the
Company since October 1999 and will also assume the title of
President, Chief Executive Officer and Treasurer. The Company
has also appointed Stuart W. Settle, Esq. and Ian Tromans to its
Board of Directors.  Mr. Settle will also serve as Secretary of
the Company.

The Board of Directors now includes the following members:
Stuart W. Settle, Esq., Ian Tromans and Abraham Carmel as the
Chairman.

Clariti Telecommunications International can offer its
communication services clear across the world. The company's
ClariCAST system is a patented method of providing digital
wireless voice messaging using the subcarrier channels of FM
radio. FM channels are prevalent throughout the world as opposed
to wireless phone standards, which vary in availability. In
order to focus on expanded. Users carry a small device that
allows them to listen to voice mail messages wherever they can
receive an FM frequency. Clariti has sold its telephony services
operations to focus on expanding the ClariCAST system. The
company plans to develop the system's features, including
wireless modems for PCs and hand held devices. At September 30,
2001, Clariti Telecommunications had a total shareholders'
equity deficit of over $4.5 million.


CONSECO INC: Fitch Ratchets Sr. Debt Rating Down to Junk Level
--------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating on the senior
securities issued as part of Conseco Inc.'s recently completed
debt exchange offering. Concurrent with this action, Fitch has
downgraded Conseco's existing senior debt to 'CCC+' from 'B-'.
This action reflects the structural subordination of the
existing senior debt to the new notes. All Conseco-related
corporate ratings remain on Rating Watch Negative.

The new senior debt securities have the same terms as the
existing senior debt except for a maturity extension and a
guarantee. Depending on the individual security, the new notes
extend maturities by one year to two-and-a-half years. The new
debt has a subordinated guarantee from CIHC, Incorporated. CIHC,
Incorporated is the holding company for Conseco's insurance and
finance operations.

The offer was available to the majority of public debtholders in
the company's six senior debt issues. Overall, approximately
$1.3 billion or 51% of the outstanding debt was tendered. As
expected, the longer dated maturities had a higher percentage of
their issues tendered. Therefore, the exchange does not
materially impact the company's maturity schedule in 2002 and
2003. However, it does significantly reduce principal repayments
due in 2004 and 2005.

All Conseco-related corporate ratings were placed on Rating
Watch Negative on March 18, 2002. At that time, Fitch indicated
that resolution of Rating Watch is dependent on Conseco entities
receiving unqualified audit opinions, and Fitch's review of
Conseco and Conseco Finance's 10K filings. These items have
developed favorably. Fitch expects to evaluate the Rating Watch
status upon review of first quarter results.

                         Conseco Inc.

    -- Long-term rating affirmed at 'B-', Rating Watch Negative;

    -- Senior debt issues downgraded to 'CCC+' from 'B-', Rating
       Watch Negative;

          -- 8.50% senior notes due 2002

          -- 6.40% senior notes due 2003

          -- 8.75% senior notes due 2004

          -- 6.80% senior notes due 2005

          -- 9.00% senior notes due 2006

          -- 10.75% senior notes due 2008

    -- Senior debt issues assigned 'B-', Rating Watch Negative;

          -- 8.50% senior notes due 2003

          -- 6.40% senior notes due 2004

          -- 8.75% senior notes due 2006

          -- 6.80% senior notes due 2007

          -- 9.00% senior notes due 2008

          -- 10.75% senior notes due 2009

Conseco Inc.'s 10.750% bonds due 2008 (CNC08USR1), says
DebtTraders, are quoted at a price of 50. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


COVANTA ENERGY: Court Okays BSI as Debtors' Claims Agent
--------------------------------------------------------
Judge Blackshear authorizes Covanta Energy Corporation, et al.'s
retention of BSI as official claims and balloting agent in the
Company's Chapter 11 cases.

The Debtors have determined that it will be necessary to engage
claims and noticing agents with knowledge and experience in the
administration of Chapter 11 reorganization cases, says Deborah
M. Buell, Esq., at Cleary Gottlieb. BSI has this experience,
having assisted debtors in numerous Chapter 11 cases. The
Debtors ask Judge Blackshear for authorization to employ
Bankruptcy Services, L.L.C. as their claims and noticing agents
in these Chapter 11 cases.

The Debtors believe that BSI's retention as the Court's outside
agent is in the best interest of their estates and parties in
interest. BSI is a data processing firm that specializes in
claims processing noticing, and other administrative tasks in
chapter 11 cases. Ron Jacobs, a BSI member, is a nationally
recognized specialist in Chapter 11 administration.

In its 10 years of service as claims processor, Ms. Buell
continues, BSI has provided similar claims agent and general
case management services directly to debtors in possession and
trustees in numerous other large Chapter 11 cases.  These
Chapter 11 cases have been for firms including Sun Healthcare
Group, Long John Silver's, Mobilemedia Communications, CM
Holdings, Inc., and The Grand Union Co.

BSI has agreed to provide these services, at the Debtors'
request and subject to Court approval:

      (a) Preparing and serving, as required, notices in these
          Chapter 11 cases, including;

          * Notices of filings and Section 341 meetings;
          * Notice of claims bar date;
          * Notice of objections to claims;
          * Notice of any hearings on any disclosure statements
            and confirmation of a plan(s) of reorganization; and

      (b) After the mailing of a particular notice, file with
          the Clerk's Office a certificate or affidavit of
          service that includes a copy of the notice involved,
          an alphabetical list of persons to whom the notice was
          mailed and the date and the manner of mailing.

      (c) Maintain copies of all proofs of claims and proofs of
          interest filed;

      (d) Electronically transferring the creditor database into
          BSI's claims management system;

      (e) Assisting with the preparation of the Debtors'
          schedules of liabilities as required  by Rule 1007 of
          the Federal Rules of Bankruptcy Procedure;

      (f) Notifying creditors of the bar date to be established
          in these Chapter 11 cases pursuant to Bankruptcy Rule
          3003(c)(3), mailing a proof of claim form to all
          potential claimants and providing a certificate of
          mailing thereof;

      (g) Coordinating receipt of filed claims with the Court
          and providing secure storage for all original proofs
          of claim;

      (h) Entering filed claims into BSI's database;

      (i) Working directly with the Debtors to facilitate the
          claims reconciliation process, including:

          * matching scheduled liabilities to filed claims;
          * identifying duplicate and amended claims:
          * categorizing claims within "plan classes"; and
          * coding claims and preparing exhibits for omnibus
            claims motions;

      (j) Maintaining the official claims register, and
          including among other things, ensuring this
          information for each proof of claim or proof interest
          was filed by an agent:

          * the date received
          * the claim number assigned; and
          * the asserted amount and classification of the claim,
            and

      (k) Providing the Clerk with copies of the Claims Register
          as required by the Court or requested by the Debtors;

      (l) Implement necessary security to ensure the
          completeness and integrity of the claims registers;

      (m) Providing exhibits and materials in support of motions
          to allow, reduce, amend and expunge claims;

      (n) Updating the Claims Register to reflect Court orders
          affecting claims resolutions and transfers of
          ownership;

      (o) Providing access to the public for examination of
          copies of the proofs of claim or interest without
          charge during regular business;

      (p) Record all transfers of claims pursuant to Bankruptcy
          Rule 3001(e) and provide notice of such transfers as
          required by Bankruptcy Rule 3001(e);

      (q) Comply with applicable federal, state, municipal, and
          local statutes, regulations, orders and other require-
          ments;

      (r) Provide temporary employees to process claims, as
          necessary;

      (s) Promptly comply with such further conditions and
          requirements as (I) the Clerk's Office or the Court
          may at any time prescribe; (II) the Debtors may
          request;

      (t) Printing creditor and/or shareholder/class specific
          and coordinating the mailing of ballots, the plan and
          related disclosure statement, and generating an
          affidavit of service regarding the same;

      (u) Establishing a toll free "800" number for the purpose
          of receiving questions regarding voting on the plan;

      (v) Soliciting votes on the plan;

      (w) Receiving ballots at a post office box, inspecting,
          date stamping and numbering such ballots consecutively
          and tabulating and certifying results.


Ms. Buell relates that BSI, in connection with their
appointment, will not consider itself employed by the United
States government, and will not seek compensation from it in
connection with their services in these Chapter 11 cases. By
accepting employment in these Chapter 11 cases, BSI waives any
rights to receive compensation from the U.S. government. BSI
will not be an agent of the United States or act on its behalf,
nor will it employ any of the Debtors' past or present employees
in connection with its work in these Chapter 11 cases.

BSI will charge for its services according to its customary
rates in its comprehensive fee schedule:

                Comprehensive Fee Schedule

    Set-up Fee                             waived

    Claims Docketing

    Document Handling                      waived
    Document Storage                       waived
    Input Records
    -Tape/Diskette                       .10 each
    -Other Data Formats                  $125.00/hour
    -Input Filed Claims                  .95/claim +hourly rates
    Database Maintenance
    & Claims Tracking                  $250.00 + 10/creditor/mo.
    System Software Utilization

    Balloting

    Subject to unit pricing for mailing and noticing. Set-up,
    tabulation and verification of the vote are charged at the
    hourly rates quoted here:

    Disbursements

    Transaction fees

    Per check or Form 1099              $  1.50/each
    Per record to transfer agent        $   .25/each
    Special Reports                     $   .10/page
    Database Maintenance                   waived

    Mailing and Noticing

    -Print & Mail (First Page)         $    .10/page
    -Additional Pages                  $    .15/page
    -Single Page (Duplex)              $    .24/page
    -Change of Address-data Input      $    .46/each

    Printing and Reproduction

    - Reports                               .10/page
    - Photocopies                           .15/page
    - Labels                                .05/each
    - Fax                                   .50/page
    - Document Imaging                      .40/image

    Professional Fees

    Any additional professional services not covered by this
    proposal will be charged at BSI hourly rates including any
    outsourced data input services performed under BSI
    supervision and control:

    - Kathy Gerber                         $195.00/hour
    - Senior consultants                   $175.00/hour
    - Programmer                           $125.00 -
                                           $150.00/hour
    - Associate                            $125.00/hour
    - Data Entry/Clerical                  $40.00 - $60.00/hour

Ms. Buell relates that, as of the Petition Date, the Debtors
request authority to compensate and reimburse BSI in accordance
with the payment terms defined in the Retention Agreement for
all services rendered and for all expenses incurred in
connection with the Debtors' Chapter 11 cases. The Debtors
believe that the compensation rates are reasonable and
appropriate for services of this nature and comparable to those
charged by other providers of similar services.

In an effort to reduce the administrative expenses related to
BSI's retention, Ms. Buell tells Judge Blackshear that the
Debtors seek authorization to pay BSI's fees and expenses as set
forth above, and as more fully set forth in the Retention
Agreement, without the necessity of BSI filing formal fee
applications.

BSI acknowledges that it will perform its duties if it is
retained in the Debtors' Chapter 11 cases regardless of payment
and to the extent that BSI requires redress, it will seek
appropriate relief from the Court. BSI will also continue to
perform the services contemplated by the Retention Agreement
notwithstanding a conversion of the Debtors' Chapter 11 cases to
Chapter 7 cases. In the event that BSI's services are
terminated, BSI will perform its duties until the occurrence of
a complete transition with the Clerk's Office or any successor
claims/noticing agent.

To the best of the Debtors' knowledge, neither BSI nor any of
its members or employees hold or represent any interest adverse
to the Debtors' estates or creditors with respect to the
services described herein and in the Retention Agreement.

Ms. Buell states that the Debtors submit that the retention of
BSI will be to the advantage of the Debtors, their estates and
all parties in interest by expediting the claims docketing and
reconciliation process and plan solicitation process.  It will
permit the processes to be conducted in a cost-effective manner
by a firm with proven abilities in providing such services.
(Covanta Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DAIRY MART: Wins Okay to Continue Arthur Andersen's Engagement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives its approval to Dairy Mart Convenience Stores, Inc. and
its affiliated debtors to continue their retention of Arthur
Andersen LLP as their Independent Public Accountants.

Arthur Andersen has acted as the Debtors' independent public
accountants and auditors for over ten years. The Debtors
selected Arthur Andersen because of its knowledge on their
financial affairs.

Arthur Andersen will audit the Debtors' annual consolidated
balance sheets and the related consolidated statements of income
and cash flows for the fiscal year ending February 2, 2002. The
objective of the audit is to provide the Debtors with a report
expressing an opinion on their financial statements.

The Debtors remind the Court that they have retained
PricewaterhouseCoopers LLP as their financial advisors and
restructuring accountants. The Debtors states that there will
not be any duplicative work between PwC and Arthur Andersen.
Arthur Andersen will only perform accounting work relating to
the Debtors' year-end 10-K filing, while PwC will assist the
Debtors in developing a reorganization plan and in other
reorganization matters, the Debtors explain.

The Debtors will compensate Arthur Andersen its standard hourly
rates:

     Partners/Principals          $550 - $600 per hour
     Managers                     $350 - $450 per hour
     Seniors                      $210 - $225 per hour
     Staff-Professionals          $120 - $200 per hour

In addition to compensation for professional services, Arthur
Andersen will seek reimbursement for reasonable and necessary
expenses incurred.

DMC and its subsidiaries operate one of the nation's largest
regional convenience stores filed for chapter 11 protection on
September 24, 2001. Dennis F. Dunne, Esq. at Milbank, Tweed,
Hadley & McCloy LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed debts and assets of over $100
million.


DELTA MILLS: Operating Loss Nearly Doubles in First Quarter
-----------------------------------------------------------
Delta Mills, Inc. reported net sales of $41.2 million for the
quarter ended March 30, 2002, compared to net sales of $53.0
million for the quarter ended March 31, 2001. The net sales for
the current quarter of $41.2 million represent a 7% decrease
from net sales of $44.1 million for the second quarter of the
current fiscal year.

The Company reported an operating loss of $1.9 million compared
to an operating loss of $1.0 million in the previous year
quarter and an operating loss of $1.1 million in the immediate
past quarter. The Company reported a net loss of $2.4 million
for the quarter ended March 30, 2002 compared to a net loss of
$2.3 million for the quarter ended March 31, 2001. The Company's
net loss for the quarter ended March 30, 2002 included an after
tax extraordinary gain of $325,000 from the repurchase of a
portion of the Company's 9-5/8 % Senior Notes due in 2007.

For the nine months ended March 30, 2002 the Company reported
net sales of $122.3 million compared to net sales of $175.9
million for the nine months ended March 31, 2001. The Company
reported an operating loss of $13.2 million and a net loss of
$13.0 million for the nine months ended March 30, 2002 compared
to an operating profit of $7.7 million and net income of $1.5
million for the nine months ended March 31, 2001. The net loss
for the nine months ended March 30, 2002 includes an after tax
extraordinary gain of $325,000 and the net income for the nine
months ended March 31, 2001 includes an after tax extraordinary
gain of $1.6 million, in each case from the repurchase of a
portion of the Company's 9 5/8% Senior Notes due in 2007.

The current quarter's operating loss includes $86,000 of
continuing costs associated with closed facilities compared to
$329,000 in the second quarter of fiscal 2002. Excluding the
continuing costs of closed facilities, the Company's operating
loss during the current quarter would have been $1.8 million,
compared to an $816,000 operating loss in the second quarter of
this fiscal year. For the nine months ended March 30, 2002, the
operating loss includes an $8.7 million charge for asset
impairment and restructuring expenses associated with the
closing of the Furman Plant as announced August 22, 2001.

The Company also reported a cash position of $2.8 million at
March 31, 2002. Effective March 31, 2002, the Company amended
its $50.0 million credit facility with GMAC. The amendment
eliminated the permitted leverage ratio covenant and added a
$12.5 million minimum availability requirement. At March 31,
2002, December 29, 2001, and September 29, 2001 no amounts were
outstanding under this facility.

On April 3, 2002, Delta Mills, Inc. commenced a "Modified Dutch
Auction" tender offer for its 9-5/8% Senior Notes due in 2007.
Delta Mills plans to spend up to $23.0 million in connection
with the tender offer, which is scheduled to terminate on May 1,
2002, unless extended by Delta Mills. The offer will be funded
from working capital and from funds available under Delta Mills'
credit facility.

Delta Woodside Industries, Inc., the parent of the Company, also
reported that on April 22, 2002, it received notification from
the New York Stock Exchange that Delta Woodside had not met the
continued listing standard that provides that average total
market capitalization cannot be less than $15 million over a
consecutive 30 trading day period. Delta Woodside has 45 days
from April 22, 2002 to submit a business plan to the exchange
that returns Delta Woodside to conformity with this continued
listing standard within 18 months of April 22, 2002. Management
is considering options to address the deficiency within the
required time frame and expects to present a business plan to
representatives of the New York Stock Exchange within the
required time frame.

Delta Mills, Inc., headquartered in Greenville, South Carolina,
manufactures and sells textile products for the apparel
industry. The Company, which employs about 1,800 people,
operates six plants located in North and South Carolina.

                         *   *   *

As reported in the February 5, 2002 edition of Troubled Company
Reporter, Standard & Poor's lowered its corporate credit rating
on Delta Mills Inc. to single-'B'-minus from single-'B'-plus. At
the same time, the senior unsecured debt rating was also lowered
to single-'B'-minus from single-'B'-plus. The ratings remain on
CreditWatch with negative implications, where they were placed
on August 15, 2001.

Total rated debt is about $84 million.

The downgrade reflects, according to the rating agency, Delta
Mills' significantly weakened operating performance and related
credit measures for the six months ended Dec. 29, 2001, and the
expectation that such measures will remain pressured in the near
term. Considerable volume and unit declines during the period,
as a result of the weak economy and the extremely difficult
conditions at retail, led to margin pressures and a meaningful
drop in operating profits. Although there is financial
flexibility provided by the company's unused $50 million secured
bank facility, the company might need to secure a waiver or
amendment at some future date.


DICK SIMON TRUCKING: Closes Sale of All Assets to CRSI for $50M+
----------------------------------------------------------------
Central Refrigerated Service, Inc. closes its purchase of
substantially all the assets for over $50 million and acquired
by lease, at a present value approximating $100 million, much of
the rolling stock, of Dick Simon Trucking, Inc. immediately
following entry of an order in Salt Lake City by Federal
Bankruptcy Judge Glen Clark's April 22, 2002 order approving the
sale.  CRSI is a wholly-owned subsidiary of Waco, Texas-based,
less-than-truckload regional carrier, Central Freight Lines,
Inc., whose principal stockholder is Swift Transportation
President and CEO, Jerry Moyes.

"CRSI plans to operate a fleet of 1,400-1,500 tractors and
2,000-2,200 temperature-controlled trailers, down from the 2,300
tractors and 3,200 trailers formerly operated by Dick Simon
Trucking," according to CRSI President and CEO, Jon Isaacson.
"The downsizing of the fleet occurred following Simon's February
25, 2002 bankruptcy filing, in order to make the company a more
attractive acquisition target, and all of our valued shippers
have stayed with us," said Isaacson.

"We have retained our most productive drivers, who already have
raised our fleet's productivity to the 10,000 miles per month
per truck level achieved when Simon was profitable.  All trucks
are seated and the cooperation of our shippers in granting rate
increases to offset the cost of prior driver wage raises has
enabled us to achieve the revenue per mile we budgeted for our
first operating month.  With renegotiated equipment leases,
elimination of equipment residual liabilities, and an increased
mix of owner-operators, CRSI hopes to be profitable in its first
12 months," predicted Isaacson.

CRSI is a Salt Lake City-based truckload transporter of
commodities requiring temperature control protection.  Its $200
million in expected revenue will rank it among the nation's top
100 truckload carriers.


DYNA-CAM: Bankruptcy Filing Likely Due to Capital Constraints
-------------------------------------------------------------
Dyna-Cam Engine Corp. (OTCBB:DYCE) will aggressively seek new
financing and has authorized the sale of a series of preferred
stock, designated as Series B Preferred.

Dyna-Cam is facing severe capital constraints and could be
forced to liquidate or seek bankruptcy protection in the event
its capital raising efforts are not successful. The Series B
Preferred stock will be offered initially to its Series A
Preferred shareholders due to preemptive rights of the Series A
Holders.

Dyna-Cam also intends to issue up to $250,000 of secured Bridge
Notes, which will be convertible into Series B Preferred stock.
If the Series B and Bridge Notes are issued under anticipated
terms, Dyna-Cam will be required to issue additional shares to
certain existing shareholders due to contractual anti-dilution
adjustment obligations.

The Series B Preferred and Bridge Notes will be offered in
private placements to qualified investors only. The Series A
Preferred shareholders will have the first right to purchase
these new shares. If all shares were converted and all warrants
and employee options exercised, assuming full vesting, Dyna-Cam
would have almost 80 million shares outstanding.

Dyna-Cam is engaged in the business of developing a unique, cam-
drive, free piston, internal combustion engine. Dyna-Cam just
recently completed its second pre-production engine and will be
using the funds from the Bridge Loan primarily to complete
production engines.

Dyna-Cam intends to initially target the kitbuilt aircraft
market. It also plans to develop other models and sizes of the
Dyna-Cam Engine and hopes to target other markets and industries
in the future. Dyna-Cam has 35,014,065 shares of common stock,
1,447,199 shares of Series A Preferred stock and 2.4 million
common stock purchase warrants outstanding.

If all shares were converted and all warrants and employee
options exercised, assuming full vesting, Dyna-Cam would have
about 46 million shares outstanding.


EES COKE: Fitch Maintains Watch on Junk-Rated Senior Notes
----------------------------------------------------------
Fitch Ratings has withdrawn the 'BBB' rating of EES Coke Battery
LLC's $168 million senior secured notes due 2002, which matured
on April 15, 2002. The 'CCC' rating on EES Coke's $75 million
senior secured notes due 2007 remains on Rating Watch Negative,
and is largely dependent on the long-term credit quality and
viability of National Steel Corporation, which filed for Chapter
11 bankruptcy protection last month. Fitch has posted a credit
update on EES Coke on its Web site, http://www.fitchratings.com

EES Coke is an affiliate of DTE Energy Services, which is a
wholly owned indirect subsidiary of DTE. Fitch has assigned a
senior unsecured rating of 'BBB+' to DTE. The EES Coke notes
were issued in 1997 to finance the acquisition of NSC's Coke
Battery Number 5. Payments on the notes are made from revenues
received by EES Coke from sales of coke and coke by-products and
from payments made by DTE pursuant to a tax sharing agreement.

Fitch will continue to closely monitor the situation surrounding
NSC's bankruptcy and the potential impact on EES Coke.


ELDERTRUST: Working Capital Deficit Tops $47 Million at March 31
----------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, reported
results for the first quarter ended March 31, 2002.

Funds from operations for the first quarter ended March 31,
2002, totaled $3.1 million, on revenues of $5.9 million. In
comparison, FFO for the first quarter of 2001, totaled $1.9
million on revenues of $6.4 million. The improvement in FFO
resulted primarily from a $1.2 million reduction in interest
expense and $752,000 decrease in general and administrative
expenses.

Net income for the first quarter of 2002 totaled $610,000. In
comparison, the Company reported a net loss of $931,000 for the
comparable quarter of 2001.

For the quarter the Company's average balance of one-month LIBOR
based floating rate debt was approximately $35.5 million. Of
this amount, an average balance of $30.0 million is assessed
interest at one-month LIBOR plus 3%. The remainder is assessed
interest at one-month LIBOR plus 3.25%. Average one-month LIBOR
for the quarter was approximately 1.88 %. The LIBOR rate
applicable to these loans for April 2002 is 1.94%.

Also, at March 31, 2001, the company reported a working capital
deficit of close to $47 million. (Note: Working capital is
reduced by borrowings outstanding under the Bank Credit Facility
of approximately $4.5 million and $7.2 million as of March 31,
2002 and December 31, 2001, respectively, and $19.5 million, as
of March 31, 2002 and December 31, 2001, relating to two
mortgage loans, all of which mature within one year from the
respective balance sheet dates. Working capital is further
reduced by $25.3 million as of March 31, 2002 and December 31,
2001, due to events of default being declared under certain
mortgages as the Company has failed to meet technical
requirements, including property information requirements and
the tenant filing for bankruptcy).

"We are very pleased with the results from the first quarter of
2002," said D. Lee McCreary, Jr., ElderTrust President and Chief
Executive Officer. "These results represent a significant
improvement over the results from a year ago."

ElderTrust is a real estate investment trust that invests in
real estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
direct and indirect interests in 32 buildings.


ENRON CORP: Iberdrola Intends to Buy Spanish Assets for $315MM
--------------------------------------------------------------
Iberdrola Generacion S.A.U. is poised to buy all shares of SII
Espana in Enron Espana Generacion, S.L. Sociedad Unipersonal --
which was formed to own, finance, construct, operate and
maintain a 1,200-megawatt natural gas-fired combined cycle power
station to be located at Arcos de la Frontera in the Province of
Cadiz, Spain.

Spain's second largest electricity company will also acquire
Woodlark's Power Islands -- which are comprised of certain
custom designed turbines and generators currently located in
facilities in Cadiz, Spain; Schenectady, New York; and
Rotterdam, Netherlands.

SII Espana and Woodlark LP are non-debtor affiliates of Enron.

Iberdrola outbid five other interested parties, whose identities
aren't undisclosed, to get to this position.

The total purchase price for both the SII Espana Shares and
Power Islands is $315,000,000, according to Martin J.
Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in New York,

The execution of the purchase agreements is the culmination of
the Debtors' extensive search for potential purchasers of the
Shares and the Power Island Contract as a package since it
started in the summer of 2001.

                       Power Island Contract

General Electric International Inc. and General Electric
Company, and Woodlark are parties to certain agreements, wherein
Woodlark is obligated to pay GE International and GE Company
approximately $252,000,000.  This amount is in consideration for
the design, manufacture, assembly and delivery by GE
International and GE Company of three 109FA single shaft power
islands and the Staging Services Agreement.

Mr. Bienenstock explains that the Power Islands are Woodlark's
sole asset and a strategic component of Enron Espana.  Woodlark
acquired the rights, title and interest in the Power Islands for
an initial payment of $94,842,100 in November 2000.  The rest of
the installment payments were made on:

      Amount          Date
      ------          ----
      $11,689,750     November 22, 2000
       11,689,750     December 22, 2000
       11,689,750     January 25, 2001
       11,689,750     February 23, 2001
        9,351,800     March 23, 2001
        7,013,850     April 25, 2001
        7,013,850     May 25, 2001
        7,013,850     June 25, 2001
        4,675,900     July 25, 2001
        4,675,900     August 24, 2001
        4,675,900     September 25, 2001
        4,675,850     October 25, 2001
       14,027,700     November 23, 2001

To date, Mr. Bienenstock says, Woodlark has paid a total of
$204,725,700 with respect to its acquisition and development of
the Power Islands.

However, since November 2001, Mr. Bienenstock relates that
Woodlark has not met its payment obligations with respect to the
Power Islands.  Fortunately, Mr. Bienenstock notes, GE
International and GE Company have agreed not to take action
against Woodlark for such payments pending the consummation of
the Transaction.

Mr. Bienenstock says that GE International, GE Company and
Iberdrola agree that GE International and GE Company will bear
the risk that payments made to them by Woodlark prior to the
Contract Date may have to be returned to Woodlark as a result of
bankruptcy. Mr. Bienenstock adds that GE International and GE
Company agree that they will not seek to recover such payments
from Iberdrola to the extent they are obligated to return any
payments to Woodlark.

GE's forbearance comes with a price -- wherein the Debtors must
convince the Court that Woodlark's Installment Payments to GE
International and GE Company are not subject to turnover or
avoidance pursuant to the Bankruptcy Code or applicable state
law.

Once the Transaction is approved, Mr. Bienenstock says, GE
International and GE Company have the right to terminate the
Power Island Contract within 5 business days if they have a
reasonable basis for concluding that any payments they received
from Woodlark pursuant to the Power Island Contract are subject
to avoidance or turnover.

The Court convenes a hearing on April 5, 2002 at 9:30 a.m. to
consider the Debtors' request to approve the sale of the SII
Espana Shares and Woodlark's Power Islands to Iberdrola.

Mr. Bienenstock asserts that the Debtors' motion must be
approved by that time to provide ample time for the Power
Islands to be imported into Spain on or before May 29, 2002.

Mr. Bienenstock explains that the Power Islands were
manufactured in accordance with the specifications required by
the European Economic Community at the time that such
manufacturing commenced. But now, Mr. Bienenstock notes, the
European Economic Community recently adopted more stringent
standards with respect to the pressure that the steel contained
in the Power Islands must withstand during operation.  According
to Mr. Bienenstock, the Pressure Directives "grandfather" any
power island turbines that have been imported into Spain on or
before May 29, 2002.  "To maximize the full value of the Power
Islands, it is imperative that the parties consummate the
Transaction and complete transportation of the Power Islands
from Schenectady, New York and Rotterdam, Netherlands to Spain
prior to May 29, 2002," Mr. Bienenstock says.  It takes
approximately 45 days to transport the turbine currently stored
in Schenectady, New York, to Spain.

If the parties are unable to consummate the Transaction and
transport the Power Islands from Schenectady, New York and
Rotterdam, Netherlands to Spain prior to May 29, 2002, Mr.
Bienenstock fears that the Power Islands will not be permitted
to operate in their present configuration.  Therefore, Mr.
Bienenstock says, it will be worth considerably less.

The Debtors assure Judge Gonzalez that the parties negotiated
the terms and conditions of the proposed Transaction at arms'
length and in good faith.  "Iberdrola does not hold any material
interest in any of the Enron Companies, and is not otherwise
affiliated with any of the Enron Companies or their officers or
directors," Mr. Bienenstock adds. (Enron Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Seeks OK to Continue Intercompany Transfers
---------------------------------------------------------------
According to Kathleen Marshall DePhillips, Esq., at Pachulski
Stang Ziehl Young & Jones P.C. in Wilmington, Delaware, in the
ordinary course of business, various Exide Technologies Debtors
and their non-debtor subsidiaries purchase raw materials, parts,
components and services from one another. Exide accounts for
these inter-company transactions through a "netting system"
which is a part of Exide's accounting system that maintains
ongoing inter-company account balances among Exide and its
subsidiaries (including non-debtor subsidiaries). Accordingly,
at any given time, there may be balances due and owing between
the Debtors and between the Debtors and their non-debtor
affiliates.

Ms. DePhillips assures the Court that Exide maintains detailed
accounting records that track transfers of funds between and
among Exide and its direct and indirect subsidiaries. Therefore,
at any given moment, Exide is able to provide an accounting of
the above-described transactions and transfers. Exide proposes
to maintain this detailed accounting records post-petition.

Under the Debtors' Cash Management System, Ms. DePhillips
explains that funds generated by the domestic business
operations of the Debtors in most instances flow into the
relevant collection account, and through it, into the First
Union Concentration Account. Likewise, as the various domestic
entities require funds to meet current obligations, cash flows
out of the First Union, Mellon and Citibank Concentration
Accounts into the appropriate disbursement account. In most
instances, funds of the Debtors and their domestic subsidiaries
are commingled through the Cash Management System.

To ensure that each individual Debtor will not, at the expense
of its creditors, fund the operations of another entity, the
Debtors request that, pursuant to Section 364(c)(1) of the
Bankruptcy Code, all inter-company transfers and lending after
the Petition Date be accorded super-priority status.  If post-
petition inter-company claims are accorded super-priority
status, the Debtors will continue to bear the ultimate repayment
responsibility, thereby maximizing the protection afforded by
the cash management system to each Debtor's creditors. (Exide
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FARMLAND INDUSTRIES: Eyes Bankruptcy Filing as Last Resort
----------------------------------------------------------
Amid speculation on Farmland's financial position, the company
is citing improved liquidity since mid-April, due to its
petroleum refinery being back at full production and the spring
fertilizer season generating additional sales.

Farmland President and CEO Bob Honse said, "Our refinery has
been running well since April 12, bringing immediate cash
relief.  In addition, fertilizer has begun moving in corn
country.  We've moved 67 percent of the season's total
fertilizer in the last 23 days.  We've also seen three price
increases in fertilizer in the last 15 days.  That business has
returned to profitability for us and our shipments are now on
course to exceed the last two of three years."

"A late start to the spring fertilizer season, along with
scheduled maintenance on our Coffeyville refinery, made our cash
liquidity tight," Honse said.  "While our liquidity situation
changes from day to day, we believe it is improving and we are
encouraged by the positive signals we see in the marketplace for
our core businesses."

Honse said the company is currently honoring all its
obligations.

While filing for protection under Chapter 11 was one possibility
cited in the company's quarterly filing with the SEC, Honse said
the company had no current plans to exercise that option.  "We
felt an obligation to outline a full range of possibilities in
our 10-Q filing, including the worst case scenario," he said.

Farmland Industries, Inc., Kansas City, Missouri, --
http://www.farmland.com -- is a diversified farmer-owned
cooperative focused on meeting the needs of its local
cooperative- and farmer-owners.  Farmland and its joint venture
partners supply local cooperatives with agricultural inputs,
such as crop nutrients, crop protection products, and animal
feeds.  As part of its farm-to-table mission, Farmland adds
value to its farmer-owners' grain and livestock by processing
and marketing high-quality grain, pork, beef and catfish
products throughout the United States and in more than 60
countries.


FEDERAL-MOGUL: Wants to Assume Key Executive Pension Plan
---------------------------------------------------------
In order to further their objective of retaining indispensable
employees, Federal-Mogul Corporation asks to assume their rights
and obligations under the modified Supplemental Key Executive
Pension Plan (SKEPP), with respect to James Zamoyski, Wilhelm
Schmelzer and Richard Randazzo. Messrs. Zamoyski, Schmelzer and
Randazzo are experienced and capable executives whose skills and
efforts are essential to the on-going operation and successful
reorganization of the Debtors.

According to Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young & Jones, P.C., in Wilmington, Delaware, in assuming
the SKEPP with respect to these gentlemen, their accrued pre-
petition benefits are not subjected to the Court-approved $3,500
monthly cap on benefits payable under the company's pension
plans so long as these gentlemen remain with the Debtors' fold
until the earlier of January 11, 2004 and the confirmation of
the Chapter 11 plan. The Debtors are committed to providing
these gentlemen with adequate incentives to stay with the
company during the next 21-month period.

A summary of the accrued monthly retirement benefits of Messrs.
Zamoyski, Schmelzer and Randazzo as of September 30, 2001, a day
before the petition date, is presented showing the monthly loss
each executive would sustain were his benefits subject to the
$3,500 cap:

   Executive   SKEPP Benefit   Other Benefits    Total
   ---------   -------------   --------------   -------
   Zamoyski        9,692           1,865        11,557
   Schmelzer       9,345          17,233        26,578
   Randazzo        3,499             672         4,171

Ms. Jones relates that Mr. Zamoyski is a 21-year veteran of
Federal-Mogul and is currently the Senior Vice President and
General Counsel. He has also acted as the company's chief
restructuring officer since the filing of the Chapter 11 and
U.K. proceedings. Mr. Schmelzer is Executive Vice President for
Europe/South America/Africa and oversees almost half of the
Debtors' revenue and employees and heads up to the global
$300,000,000 engine bearings group. Since the filing of the U.K.
proceedings, Mr. Schmelzer has assumed substantial
responsibility for dealing with the U.K. administrators, the
government appointed Pension Trustee, and the U.K. and European
Work Councils. On the other hand, Mr. Randazzo, in addition to
performing his regular duties as Senior Vice President for Human
Resources, has worked extensively with legal counsel and his
human resources team to assess, design and recommend
compensation, benefit and executive compensation programs in
light of the Chapter 11 filing. He also works on retaining and
recruiting the Company's team of upper management personnel.

Ms. Jones informs the Court that the SKEPP is a defined benefit
plan intended to provide certain executives of the company with
target retirement benefits that are based on the executive's
average highest earnings for three consecutive years in his last
five years of service.  Also figured into this plan is the
executive's number of years of service with the company, not to
exceed 20. Under the SKEPP, upon retirement, a participant is
entitled to an accrued benefit equal to 50% of his final average
compensation, multiplied by a fraction (not to exceed 1.0 in
decimal form), the numerator of which is the number of years of
service and the denominator of which is 20. The amount is then
reduced by the participant's accrued benefits under the
qualified defined benefit pension plans.

Ms. Jones believes that that the modified SKEPP is an executory
contract. Messrs. Zamoyski, Schmelzer and Randazzo owe a future
duty of continued employment, and Federal-Mogul has material
obligations to continue to accrue benefits to them, unless
Federal-Mogul opts to amend or terminate the SKEPP. In so doing,
Messrs. Zamoyski, Schmelzer and Randazzo are absolved from
continuing their employment for the next two-year period.

Ms. Jones asserts that the assumption of the SKEPP with respect
to these executives clearly will benefit the Debtors' estate.
Each executive heads up a critical aspect of the company's
operations and is a central figure in the Debtors'
reorganization effort, with a considerable reserve of
institutional knowledge. There is imminent danger that one or
more of these executives will likely find it necessary to leave
Federal-Mogul and go to a competitor that would provide him
substantial and secure pension and retirement benefits package.
Thus, the cost of replacing these gentlemen would far exceed the
cost of assuming the SKEPP.

Ms. Jones confides that the liability the Debtors will take on
by assuming the SKEPP is well within competitive practice for
providing target executive retirement benefits. The Debtors'
executive compensation consultant Towers Perrin has gathered
general plan design and benefit information based on proxy
statements from 27 auto suppliers of comparable size to Federal-
Mogul, and specific plan design information from 8 comparable
auto suppliers. The information indicates that the SKEPP is
within the competitive range of the comparable market.

A summary comparing each executive's current accrued retirement
benefits based on current age, years of service, and pay level
as a percentage of current pay, to the market replacement ratio
for similarly situated executives at the eight auto suppliers:

   Executive    Current Benefit       Market Replacement Ratio
               Replacement Ratio     Median      75th Percentile
   ---------   -----------------   ----------    ---------------
    Zamoyski         28.7%             32.1%            33.5%
    Schmelzer        46.8%             59.1%            60.2%
    Randazzo          8.9%              4.3%            10.9%

Another summary shows the projected actual retirement benefits
for the same executives versus the market practices:

   Executive   Projected benefit      Market Replacement Ratio
               Replacement Ratio     Median      75th Percentile
   ---------   -----------------   ----------    ---------------
    Zamoyski         30%               26%            29.7%
    Schmelzer        50%               65%            70.0%
    Randazzo         50%              69.4%           71.7%

Ms. Jones explains that Mr. Randazzo's projected replacement
ratio at approximately the 75th percentile of market practice is
eminently reasonable for an executive with his experience and
qualifications. Messrs. Schmelzer's and Zamoyski's projected
replacement ratios again fall short of the market median. This
is further evidence that the cost of assuming the SKEPP with
respect to them is substantially outweighed by the benefits of
these men's continued services to the company.

                  Creditors' Committee Objects

Charlene D. Davis, Esq., at the Bayard Firm in Wilmington,
Delaware, argues that as the Court has previously determined,
the benefits accrued under the SKEPP prior to the filing of the
bankruptcy petition, by the Debtors' three executives.  These
are pre-petition unsecured claims that are not entitled to
administrative expense priority under Section 503(b) of the
Bankruptcy Code. Moreover, since each of these executives has
fully performed all obligations required in order to be eligible
to receive the promised benefits, the contractual agreement
embodied in the SKEPP was clearly non-executory at the time the
bankruptcy petition was filed, and remains so today.

Ms. Davis asserts that the Court has already approved guaranteed
retention bonuses, equal to a full year's base salary, for each
of these executives in response to Debtors' assertion that such
bonuses are necessary to secure their continued services through
the end of 2002. Stripped of their bare essentials, the Debtors
are merely seeking to pay these executives additional
compensation having an aggregate present value of nearly
$6,000,000.  This is purportedly to induce them to remain in the
company's fold for, at most, an additional 12 months.

Ms. Davis avers that it is beyond any reasonable belief that
another employer would offer these individuals such an amount in
return for employment services of no more than 12 month's
duration. Nor does such amount bear any rational or reasonable
relationship to the amount, if any, of additional financial
incentive that arguably may be necessary and appropriate to
secure these executives' continued employment with the Debtors
through 2003.

Ms. Davis alleges that the calculations and presentation of the
pre-petition accrued SKEPP benefits of Messrs. Zamoyski,
Schmelzer, and Randazzo are incorrect and misleading. Correct
calculations, as well as present value equivalence of the SKEPP
benefits as of September 30, 2001 are shown:

                                  Executive's Monthly Benefit
      Pension Benefit        Zamoyski     Schmelzer     Randazzo
  ----------------------   ----------   -----------   ----------
   Gross Early Retirement      11,498        26,578        5,998
    Pension Plan Offset         1,865         2,760          672
     Net SKEPP benefit          9,633        23,818        5,326
      Lump Sum Value        1,528,959     3,393,039      804,275

Ms. Davis submits that the pretext of a retention incentive
should to be used as a subterfuge to elevate what is clearly a
prepetition unsecured claim into a priority administrative
expense. If Debtors reasonably and in good faith believe that
the continued services of these executives through 2003 is
critical, and without an additional retention, these executives
will terminate their employment, then the Debtors should develop
and present the Court with a rational and reasonable retention
incentive proposal specifically tailored to accomplishing that
goal. (Federal-Mogul Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Commences Trading on OTC Bulletin Board Today
------------------------------------------------------------
Trading of Federal-Mogul Corporation's common stock will begin
Wednesday April 24, 2002 on the NASD over-the-counter bulletin
board under a new ticker symbol to be determined on Wednesday.
The OTC Bulletin Board(R) is a regulated quotation service that
displays real-time quotes, last-sale prices and volume
information to more than 3,600 OTC equity securities.
Information regarding the OTCBB can be found at
http://www.otcbb.com

The New York Stock Exchange announced that it had determined the
common stock of Federal-Mogul Corporation -- ticker symbol FMO
-- should be delisted from the exchange.  The NYSE told
Federal-Mogul it made the decision to delist the common stock
because the company had fallen below the NYSE's continued
listing standard regarding average closing price of less than
$1.00 over a consecutive 30 trading day period and that Federal-
Mogul did not cure this non-compliance prior to the expiration
of the NYSE's allowable cure period.

"The delisting from the New York Stock Exchange does not affect
Federal- Mogul's normal business operations," said Frank Macher,
chairman and chief executive officer.  "While we are
disappointed with the Exchange's decision, we remain focused on
providing products and services of value to our customers
worldwide."

On October 1, 2001 Federal-Mogul and its United States
subsidiaries filed for financial restructuring under Chapter 11
of the U.S. Bankruptcy Code.  The company's United Kingdom
subsidiaries had also filed jointly for Chapter 11 and
Administration under the U.K. Insolvency Act of 1986.

Federal-Mogul is a global supplier of automotive components and
sub- systems serving the world's original equipment
manufacturers and the aftermarket.  The company utilizes its
engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing
power to deliver products, brands and services of value to its
customers.  Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 49,000 people in 24
countries.  For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com

According to DebtTraders, Federal-Mogul Corporation's 8.80%
bonds due 2007 (FEDMOG6) are quoted at a price of 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6for
real-time bond pricing.


FLOWSERVE CORP: Posts Improved Results for First Quarter 2002
-------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) reported improved financial results
for the first quarter ended March 31, 2002, as compared with the
prior year period.

First Quarter Highlights (Comparisons are versus first quarter
2001 and exclude integration expenses in 2001, unless noted.)

     --  EPS - Up 180 percent, or 47 percent if the effects of
         non-amortization of goodwill are included in both
         periods.

     --  Operating income - Up 12 percent compared with 2001.

     --  Sales - Flat.

     --  Bookings - Flat, excluding currency translation;
         Up 5 percent compared with fourth quarter of 2001.

     --  Net interest expense - Down 31 percent.

     --  Net debt-to-capital ratio - Improved to 70 percent.

     --  Cash flow from operations - Improved to $29.5 million,
         compared with a use of $62.5 million, including
         integration expenses.

                    First Quarter Results

First quarter 2002 net income was $12.7 million, or 28 cents a
share, an increase of 180 percent compared with the prior year
quarter, before integration expenses. First quarter 2001 net
income was $3.7 million, or 10 cents a share, before integration
expenses. Including integration expenses, the company reported a
net loss of $8.5 million, or 22 cents a share, in the first
quarter of 2001.

Operating income increased 12 percent to $41.9 million in the
first quarter of 2002 compared with $37.5 million, before
integration expenses, in the prior year period. First quarter
2002 operating margin increased 100 basis points to 9.4 percent
compared with 8.4 percent, before integration expenses, in the
prior year period. These increases primarily reflect the
continuing capture of synergy savings from the company's
acquisition of Ingersoll-Dresser Pump Co. in 2002 and the
effects of SFAS 141 and 142. These improvements were partly
offset by unfavorable currency translation of about 7 percent,
unfavorable sales mix, expenses related to personnel reductions
at various facilities, and unfavorable absorption at several
manufacturing facilities resulting from reductions of finished
goods inventories to improve working capital.

First quarter 2002 earnings before interest, taxes, depreciation
and amortization (EBITDA) were $54.4 million, about flat with
the year ago period, excluding unfavorable currency translation.
EBITDA was $56.5 million, excluding integration expenses, in the
first quarter of 2001.

Results for 2002 include a pre-tax benefit of $4.7 million from
the non-amortization of goodwill and certain other intangible
assets related to compliance with SFAS 141 and 142. Under these
new standards, earnings per share, before integration expenses,
would have been 19 cents in the first quarter of 2001.

First quarter 2002 sales were $447.1 million, up slightly from
$444.0 million in the year ago period. Excluding unfavorable
currency translation, first quarter 2002 sales increased 4
percent compared with the first quarter of 2001.

First quarter 2002 bookings were $473.8 million, an increase of
5 percent compared with the fourth quarter of 2001. Excluding
unfavorable currency translation, first quarter 2002 bookings
were about flat compared with the prior year period. First
quarter 2001 bookings were $496.3 million.

"Flowserve posted solid results in the first quarter of 2002,"
said Chairman, President and Chief Executive Officer C. Scott
Greer. "I am pleased with our growth in earnings despite
relatively flat sales. I am also gratified by how these results
confirm that we have put the IDP integration costs behind us and
that we are realizing the IDP synergy benefits. Moreover, I am
encouraged by the sequential quarterly increase in bookings.
This increase in bookings supports our view that activity in
some of our key markets is improving following the slowdown
related to Sept.11. With this as a backdrop, and following our
successful equity offering, we are eager to complete our pending
acquisition of Invensys plc's Flow Control Division (IFC) in
early May and take advantage of the many benefits it should
provide our customers and shareholders."

          Net Interest Expense Drops Sharply as Debt Falls

First quarter 2002 net interest expense fell 31 percent to $21.8
million compared with $31.8 million in the year ago quarter.
This improvement reflects the decline in market interest rates
and debt reductions between periods. Debt repayments were $36.4
million in the first quarter of 2002 and $154.6 million in the
fourth quarter of 2001.

Outstanding debt declined 4 percent to $1.00 billion at the end
of the first quarter of 2002 compared with $1.04 billion at the
end of 2001. As a result, the net debt-to-capital ratio improved
to 70.0 percent from 71.3 percent at year end 2001. In addition,
the ratio of debt to EBITDA for the last four quarters,
excluding integration expense in 2001, declined to 3.6-times
from 3.7-times at year end 2001.

               Significant Improvement in Cash Flow

Cash flow provided by operating activities improved to $29.5
million in the first quarter of 2002 compared with a use of
$62.5 million in the first quarter of the prior year, including
integration expense. The significant improvement primarily
reflects higher net earnings, including the benefit of lower
interest expense and the absence in 2002 of expenses related to
the integration of IDP, which was completed at the end of 2001.
"As we have previously said, the absence of IDP integration
expenses in 2002 should significantly improve cash flow and we
will now be free to focus on debt reduction," Greer said.

                    Working Capital Improves

Working capital declined $20.0 million in the first quarter of
2002 compared with the fourth quarter of 2001. This improvement
reflects a $19.6 million reduction in accounts receivable,
although days sales outstanding increased from year end due to
the seasonal impact of revenues in the fourth quarter of 2001.

               FPD Operating Income Up 44 Percent

The Flowserve Pump Division (FPD) reported first quarter 2002
operating income of $26.1 million, an increase of 44 percent
compared with $18.1 million, before integration expenses, in the
prior year period. First quarter 2001 operating income would
have been $21.4 million under the new SFAS 141 and 142
accounting standards. First quarter 2002 sales increased 4
percent to $233.3 million compared with $224.7 million in the
year ago quarter. Operating margin improved 310 basis points to
11.2 percent compared with the prior year quarter.

"FPD's improved first quarter 2002 results reflect incremental
synergy savings and the effects of SFAS 141 and 142," Greer
said. "These were somewhat offset by unfavorable currency
translation and an unfavorable mix due to the softness in the
chemical and general industrial sectors."

                         FSD Results Stable

The Flow Solutions Division (FSD) reported first quarter 2002
operating income of $17.0 million, unchanged compared with the
year ago period excluding integration expenses. First quarter
2001 operating income would have been $17.9 million under the
SFAS 141 and 142 accounting standards. First quarter 2002 sales
were $147.1 million, essentially flat compared with $147.8
million in last year's first quarter.

Operating income and sales increased in the Seals Group,
reflecting improving maintenance, repair and overhaul (MRO)
activity. These improvements were offset by unfavorable currency
translation and declines in the services area, which is still
experiencing some post-Sept. 11 softness.

          FCD Impacted by Softness in Chemical Sector

The Flow Control Division (FCD) reported first quarter 2002
operating income of $5.2 million on sales of $73.5 million.
These compare with operating income of $9.5 million on sales of
$78.7 million in the prior year period. First quarter 2001
operating income would have been $10.0 million under the SFAS
141 and 142 accounting standards.

Results for 2002 were primarily impacted by soft conditions in
the chemical sector compared with the first half of 2001, a
higher proportion of original equipment business, expenses
related to U.S. headcount reductions and unfavorable currency
translation. In addition, 2002 results were affected by the
adverse impact on margins caused by lower production throughput
as finished goods inventories were reduced to improve working
capital. "We expect FCD's results to improve as we work down
inventory and benefit from headcount reductions," Greer said.

                              Outlook

"As the sequential quarterly improvement in bookings suggests,
business activity is strengthening in several of our key end-
markets," Greer said. "MRO activity is beginning to rebound in
some of our businesses. We are optimistic that this favorable
trend will continue in future periods and should have a positive
impact on our results.

"We remain upbeat in our outlook for our petroleum-related
business. Several of our major upstream customers have indicated
that they plan to maintain healthy capital spending levels in
2002 and 2003. Our engineering and construction customers also
tell us that they are seeing good levels of project activity. On
the downstream side, we are seeing some activity in
desulfurization and debottlenecking projects. In fact, we are
beginning to see some early signs of desulfurization activity in
our bookings. We hope to see a more significant impact in the
second half of 2002," Greer said.

"In power, we continue to expect global growth in power-related
projects, albeit at a slower pace than we have seen in recent
years. Our water-related business remains healthy. The outlook
for spending continues to be favorable for a range of water-
related projects worldwide," Greer said.

"We remain cautious on the chemical and general industrial
sectors," Greer continued. "That said, we are noticing that
chemical plant utilization is edging slightly higher, which we
hope is a precursor of improving business conditions. At this
time, we feel that this sector has bottomed out. Nonetheless, we
are not looking for a meaningful recovery in 2002 and are
managing our business accordingly. As for the general industrial
sector, while overall economic activity is improving, it is too
early to say that we are seeing a meaningful upturn in this
area."

For the second quarter of 2002, the company said it expects
earnings per share in the range of 46 to 50 cents, which
includes the effects of its recent financing activities and the
assumed closing of the IFC acquisition effective May 1. This
estimate excludes the impact of one-time costs related to both
restructuring/integration expenses and a higher cost of sales
due to purchase accounting inventory write-ups, both resulting
from the expected IFC closing. This compares with 35 cents a
share, before integration expenses and excluding the effects of
SFAS 141 and 142, in the second quarter of 2001. Including the
effects of these new accounting standards, second quarter 2001
net income was 44 cents a share, before integration expenses. As
reported, second quarter 2001 earnings per share were 7 cents,
which includes integration expenses and excludes the effects of
the new accounting standard.

For the full year 2002, the company said it continues to expect
to report earnings per share in the range of $1.90 to $2.30 and
that the acquisition of IFC should be neutral to slightly
accretive, absent one-time costs.

"In all, we remain upbeat and optimistic about Flowserve's
future," Greer said. "We are seeing improving business
conditions in some of our businesses. We should continue to
reduce debt and strengthen our balance sheet. Our continuous
improvement initiatives are beginning to gain momentum. We
recently completed a successful equity offering that will help
us complete our pending acquisition of IFC. This transforming
acquisition will propel Flowserve into position as the world's
second largest provider of valves, complementing our similar
position in pumps. We couldn't be more excited about this
transaction. All of these are key elements of our strategy to
make Flowserve one of the world's top industrial companies while
building value for our shareholders."

Flowserve Corp. is one of the world's leading providers of
industrial flow management services. Operating in 30 countries,
the company produces engineered and industrial pumps for the
process industries, precision mechanical seals, automated and
manual quarter-turn valves, control valves and valve actuators,
and provides a range of related flow management services.

                         *   *   *

As reported in the March 28, 2002 edition of Troubled Company
Reporter, Standard & Poor's revised its outlook on Flowserve
Corp. to stable from positive. At the same time, Standard &
Poor's affirmed its 'BB-' corporate credit rating on the
company.

The outlook revision is based on the company's announcement that
it reached an agreement to acquire the Flow Control Division
(IFC) from Invensys for $535 million. Although a significant
portion of the purchase price will be funded through public
issuance of equity, so that the company's leverage will remain
at about the same level as prior to the acquisition, and the
business position is improved, the pace of improvement in the
financial profile will likely be reduced from previous
expectations and there will be some integration costs and risks.

The ratings on Flowserve reflect elevated financial risk and
high debt levels (partly from the recently announced purchase,
but primarily due to the August 2000, $775 million acquisition
of Ingersoll-Dresser Pump Co.; IDP). These factors are somewhat
offset by substantial, defensible shares of competitive markets.
The IFC purchase adds a number of valve products and makes the
company the second largest valve producer worldwide.


GLOBAL CROSSING: Committee Taps Chanin Capital as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Global Crossing
Ltd. and its debtor-affiliates, asks the Court to approve its
application authorizing its employment of Chanin Capital
Partners L.L.C., as financial advisor to the Committee, nunc pro
tunc to February 12, 2002.

Richard C. Nilsson, Co-Chairperson of the Committee, relates
that they have selected Chanin based on its experience and
expertise in providing financial advisory services in Chapter 11
cases. The Committee believes that Chanin is well qualified and
uniquely able to provide financial advisory services to them in
these cases in an efficient manner. Moreover, Chanin has advised
debtors and creditors committees in numerous restructuring
transactions, including some of the largest and most complicated
cases. Some of Chanin's more prominent recent representations
involved the Chapter 11 cases of Bally's Grand, Inc.; Bucyrus-
Erie Company; Carter Hawley Hale Stores, Inc.; Covad
Communications Group, Inc.; Harvard Industries, Inc.; Loews
Cineplex Entertainment Corporation; MacLeodUSA Incorporated;
Morrison-Knudsen Corporation; Purina Mills, Inc.; SpectraVision,
Inc.; Stone & Webster, Inc.; Sunterra Corporation; and Sun
Healthcare Group, Inc.

Subject to the direction of the Committee and further order of
this Court, the professional financial advisory services to be
rendered by Chanin to the Committee include:

A. Analysis of the Debtors' operations, business strategy, and
   competition in each of its relevant markets as well as an
   analysis of the industry dynamics affecting the Debtor;

B. Analysis of the Debtors' financial condition, business plans,
   capital spending budgets, operating forecasts, management,
   and the prospects for its future performance;

C. Financial valuation of the ongoing operations and/or assets
   of the Debtors;

D. Assisting the Committee in developing, evaluating,
   structuring, negotiating, and implementing the terms and
   conditions of a restructuring transaction;

E. Providing expert testimony as directed by counsel to the
   Committee; and

F. Providing the Committee with other and further financial
   advisory services with respect to the Debtors and a
   restructuring transaction as may be requested by the
   Committee and agreed to by Chanin.

The Committee believes that it is necessary to employ Chanin as
its financial advisor to provide the above-referenced services
to the Committee, so that the Committee may properly fulfill its
duties under the Bankruptcy Code.

Russell Belinsky, Senior Managing Director of Chanin Capital
Partners LLC, contends that the firm has no connection with, and
holds no interest adverse to the Debtors, the estates, the
creditors, or any party in interest herein, or their respective
attorneys. However, Chanin or its professionals may have from
time to time provided and may continue to provide various
services to certain of the Debtors' creditors or other parties
in interest.  These services are in matters unrelated to these
Chapter 11 cases including engagements with Teacher's Insurance
and Annuity Association of America, Banc One, Milbank Tweed
Hadley & McCloy, General Electric Capital Corp., Wachovia Bank,
Deutsche Bank, Franklin Advisors Inc., Lutheran Brotherhood High
Yield, Merill Lynch Asset Management, Morgan Stanley Dean
Witter, Oppenheimer Funds, Merill Lynch Capital Corporation and
Deutsche Bank AG. The Committee submits that these matters have
no bearing on the services for which Chanin is to be retained in
these cases. In addition:

A. Chanin does not hold or represent any interest adverse to the
   Committee in the matters for which it is to be retained,

B. Chanin is a "disinterested person" as that phrase is defined
   in Section 101(4) of the Bankruptcy Code,

C. neither Chanin nor its professionals have any connection with
   the Debtors, the creditors, or any other party in interest in
   these cases, and

D. Chanin's employment is necessary and is in the best interests
   of the Committee and the Debtors' estates.

Subject to the approval of this Court, Mr. Belinsky informs the
Court that the Engagement Letter provides that Chanin be paid a
fee of $200,000 per month as a flat fee for services rendered.
In addition to the Monthly Fee, the Engagement Letter provides
that Chanin be paid a deferred fee of 1.0% of the gross value of
all consideration received by the Debtors' creditors.  This is
excluding claims of creditors resulting from the Debtors' credit
facility and capital leases, pursuant to a Restructuring
Transaction, including but not limited to, cash, the principal
amount of debt securities, the liquidation preference of
preferred securities, the value of equity securities as
specified in the approved disclosure statement in respect of any
confirmed Chapter 11 plan of the Debtor, litigation recoveries
and any other assets (valued at the fair market value at the
date such assets or recoveries are distributed), as well as the
principal or stated amount of value of any defined creditors
obligations directly or indirectly assumed, acquired or
otherwise repaid in connection with a Restructuring Transaction.
Moreover, the Engagement Letter provides that the Deferred Fee
be payable to Chanin in cash on the effective date of a
Restructuring Transaction and will be reduced by an amount equal
to 100% of the Monthly Fee.

In addition, pursuant to the provisions of the Bankruptcy Code,
the Bankruptcy Rules, and the Local Rules, the Committee
proposes that Chanin be reimbursed for its reasonable out-of-
pocket expenses, including, without limitation, all reasonable
travel expenses, computer and research charges, attorneys fees
(provided that such attorney fees do not exceed $50,000 without
the Committee's prior consent), messenger services, long-
distance telephone calls and other customary expenses.

According to Mr. Belinsky, the Engagement letter also provides
that the Debtor will indemnify and hold harmless Chanin and its
affiliates from and against any losses, claims, damages,
judgments, assessments, costs and other liabilities, whether
they be joint or several.  The Debtors will reimburse Chanin and
its affiliates for all fees and expenses (including the
reasonable fees and expenses of counsel) arising out of or in
connection with advice or services rendered or to be rendered
pursuant to the Engagement Letter, the transactions contemplated
thereby or any indemnified person's actions or inactions in
connection with any such advice, services or transactions. The
Debtor will not be obligated to indemnify against losses or pay
expenses that are determined by a final judgment of a court of
competent jurisdiction to have resulted solely from an
indemnified person's gross negligence or willful misconduct. In
the event that such indemnification is unavailable, the
Engagement Letter provides that the Debtor will contribute to
the losses or expenses payable by the indemnified party. The
Engagement Letter provides that Chanin and its affiliates will
be liable in respect of the services to be rendered under the
Engagement Letter only to the extent that such losses and
expenses resulted solely from the gross negligence or willful
misconduct of Chanin or such affiliate.

Mr. Belinsky states that Chanin has advised the Committee that
investment banking firms do not as a general practice keep
detailed time records similar to those customarily kept by
attorneys, and represents that it does not have the systems and
procedures in place to follow the timekeeping practices
generally followed by attorneys who regularly practice before
this Court. Nevertheless, the US Trustees in this and other
districts have agreed with respect to Chanin in other cases
that, and Chanin has agreed to, provide time records in a
streamlined or summary format, which shall set forth a
description of the services rendered by each professional and
the aggregate amount of time spent, in 1/2 hour increments, by
such individual in rendering services to or on behalf of the
Committee.

The Committee submits that the prompt retention of Chanin on the
terms and conditions set forth herein and in the Engagement
Letter is necessary, essential, and in the best interests of the
estates and should be approved.

                         *    *    *

Judge Gerber entered an interim order approving Chanin Capital's
employment.  If no objections are filed, Judge Gerber orders
that this interim order is a final order. (Global Crossing
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GRAPES COMMS: Wins Approval for Shearman's Retention as Counsel
---------------------------------------------------------------
Grapes Communications N.V./S.A. won approval from the U.S.
Bankruptcy Court for the Southern District of New York to retain
and employ the law firm of Shearman & Sterling as its counsel in
its chapter 11 case.

Shearman & Sterling received a EUR250,000 retainer for its
postpetition services to be rendered on behalf of the Debtor.

The Debtor relates that in its past representation and in
preparing for this case, Shearman & Sterling became familiar
with the Debtor's business and affairs and the potential legal
issues which may arise in this case.

The Debtor agrees to pay Shearman & Sterling at its current
standard hourly rates:

     partners and counsel      $475 to $720 per hour
     associates                $195 to $525 per hour
     paralegals and clerks     $90 to $190 per hour

Shearman & Sterling is expected:

     a) to provide legal advice with respect to its powers and
        duties as debtor in possession in the continued
        operation of its business and management of its
        properties;

     b) to pursue confirmation of the Plan and approval of the
        Disclosure Statement;

     c) to prepare on behalf of the Debtor necessary
        applications, motions, answers, orders, reports and
        other legal papers;

     d) to appear in Court and to protect the interests of the
        Debtor before the Court; and

     e) to perform all other legal services for the Debtor which
        may be necessary and proper in this proceeding.

Grapes Communications N.V./S.A. is a holding company with
subsidiaries that are alternative providers of telecommunication
services, primarily targeting small- and medium-sized businesses
in Italy and Greece. The Debtor filed for chapter 11 protection
on April 16, 2002. James L. Garrity, Jr., Esq. at Shearman &
Sterling represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed EUR251,097,012 in total assets and EUR308,102,397 in
total debts.


GUILFORD MILLS: Wins Court Approval of DIP Financing Facility
-------------------------------------------------------------
Guilford Mills, Inc. (OTC Bulletin Board: GFDM) announced two
developments that further strengthen the company's financial
position: court approval of its revolving credit arrangement,
and a management decision to exit a portion of its circular knit
apparel fabric business in order to focus the company on its
core operations.  Those core businesses include worldwide
automotive, technical textiles and American Textil.

A U.S. Bankruptcy Court has given final approval for Guilford
Mills' debtor-in-possession financing, giving the company
additional liquidity for the duration of its bankruptcy period.
The D-I-P credit facility, provided by Wachovia, is for up to
$30 million.

Guilford Mills filed its reorganization petition with the court
on March 13 after it had already reached consensus with its
major lenders on most key reorganization issues.  Because these
issues were worked out at such an early stage, Guilford expects
to emerge from bankruptcy proceedings this summer.

"This is a very important vote of confidence.  Together with the
incredible support we've received from our lenders, customers,
vendors and associates, it gives us very positive momentum
toward our reorganization goals," said John A. Emrich, Guilford
Mills President and Chief Executive Officer.

Emrich also announced that the company's plans to focus on more
favorable growth businesses will result in the closure of its
apparel plant in Altamira, Mexico, and its associated knitting
plant in Lumberton, N.C.

"While we saw that the Altamira operation had long-term growth
potential, we needed to reassess our commitment there in light
of the current economic environment," Emrich said. These
conditions include the continued strength of the Mexican peso,
which is causing products from Altamira to be more expensive
than competing products; unfavorable trade legislation such as
the Caribbean Basin Initiative, and the continued capital
investment that would be required in Altamira for the near-term.

"All of us are saddened by the impact this will have on 180
employees in Mexico and 100 in North Carolina.  They've all done
an outstanding job under very tough circumstances, and we had
all hoped we could make their efforts pay off," Emrich said.

The Altamira and Lumberton facilities will continue to operate
for a short period of time to fill orders, and the company will
work with its customers to identify alternative supply sources.
The company expects Cushman & Wakefield to assist in the
disposition of its state-of-the-art Altamira facility.

"We're very encouraged with the progress we've made during the
past month," Emrich said.  "Through the dedication and hard work
of the Guilford team, our core operations are showing the kind
of strength we hoped to achieve during this reorganization."

Guilford Mills is an integrated designer and producer of value-
added fabrics using a broad range of technologies.  The company
is one of the largest warp knitters in the world and is a leader
in technological advances in textiles, including microdenier
warp knits and wide width circular knits of cotton blended with
LYCRA(R).  Guilford Mills serves a diversified customer base in
the automotive, apparel and industrial markets.


HCI DIRECT: Look for Schedules and Statements by July 15, 2002
--------------------------------------------------------------
HCI Direct, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
time period to file their schedules and statements through July
15, 2002.

In general, a debtor is required to file Schedules in order to
permit parties-in-interest to understand and assess a debtor's
assets and liabilities and thereafter negotiate and confirm a
plan of reorganization.  Here, the Plan has been fully
negotiated with the Senior Secured Lenders, members of the
Unofficial Noteholder Committee and the holders of HCI's
preferred stock.

The Debtors add that all or substantially all information
relevant to the statement of financial affairs has been provided
in the Disclosure Statement. To require them to file such
statement would be duplicative and burdensome to the Debtors'
estates. The Debtors further request that the requirement to
file Schedules be waived if the Plan is confirmed during the
ninety-day period. The Debtors assure the Court that they have
the Unofficial Noteholder Committee's support in this matter.

HCI Direct (formerly Hosiery Corporation of America) which sells
women's hosiery filed for chapter 11 protection on April 15,
2002. Mark S. Chehi, Esq. and Jay M. Goffman, Esq. at Skadden,
Arps, Slate, Meagher & Flom represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed assets of over $50 million and
debtors of over $100 million.


HASBRO INC: Q1 Net Loss Drops to $17MM on $452MM in Revenues
------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) reported first quarter results.
Worldwide net revenues were $452.3 million, compared to $463.3
million a year ago. The net loss for the quarter was $17.1
million, compared to a loss of $24.0 million in 2001. The 2001
results exclude a $1.07 million charge related to the adoption
of SFAS No.133. The Company also reported first quarter Earnings
Before Interest, Taxes, Depreciation and Amortization (EBITDA)
of $32.1 million, compared to $34.4 million in 2001.

"We believe we are well positioned and on track to achieve our
financial goals for the year," said Alan G. Hassenfeld, Chairman
and Chief Executive Officer.

"We are very encouraged by the strong retail sales performance
of many of our key brands and products - - evidence that our
strategy of growing core brands continues to do well. Although
revenue is down marginally for the quarter, it is consistent
with our full year plan and in line with retailers' shifting
buying patterns, as they and we continue to focus on supply
chain management," Hassenfeld continued.

"We delivered strong sales of TRANSFORMERS and G.I. JOE -
including our new 3-3/4 inch kid-directed line, G.I. JOE VS.
COBRA. A couple of new additions to the boys' category - ZOIDS
and BEYBLADES - enjoyed a very solid first quarter. PLAYSKOOL
was up significantly for the quarter, with both BOB THE BUILDER
and MR. POTATO HEAD, who is celebrating his 50th birthday this
year, driving the growth. In the Games segment, several products
performed well, including ELECTRONIC CATCH PHRASE, and the SORRY
and MONOPOLY: DISNEY EDITIONS. In addition, all three major
segments began shipping products based on STAR WARS EPISODE II:
ATTACK OF THE CLONES this quarter," added Hassenfeld.

In the U.S. Toys segment, revenues increased year over year and
the segment was profitable compared to a prior year loss. Both
the Games and International segment revenue declined year over
year, attributable in part to the decline in licensed trading
card games. The Games and International segments had pre-tax
losses for the quarter. Despite the overall Games segment
revenue decline in the quarter, retail sales data indicate that
the traditional board games business is strong.

"We remain focused on driving innovation and growth in our
overall business, in particular our core brands, as well as
improving operating margins," said Alfred J. Verrecchia,
President and Chief Operating Officer.

"In addition to the $100 million in expense reductions realized
in 2001, we are also planning to reduce expenses by an
additional $100 million over the next three years. In the first
quarter, we continued to make progress, with Selling,
Distribution and Administration expenses down $14.6 million or
9.5%. As we indicated previously, many of the costs associated
with implementing the new cost reduction program will offset the
financial benefits in 2002, with savings beginning in 2003,"
Verrecchia noted.

"We have maintained our focus on managing the balance sheet as
we continue to reduce inventory levels and increase cash.
Inventories decreased by $74.5 million or 24% and total debt,
net of cash, decreased $232.8 million as compared to the first
quarter last year," Verrecchia concluded.

Effective January 1, 2001, Hasbro adopted the Statement of
Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities." As a result of
the adoption of this statement, Hasbro recorded a one-time
transition adjustment charge in the consolidated statement of
operations for the first quarter 2001.

Effective in 2002, Hasbro adopted the Statements of Financial
Accounting Standards No. 141 and 142, "Accounting for Business
Combinations" and "Goodwill and Other Intangible Assets." As a
result of the adoption of these statements, goodwill and other
indefinite life intangibles are no longer being amortized.
Amortization of these assets in the first quarter of 2001
amounted to $13.0 million. Removing this amortization and its
related tax effect would have resulted in a net loss of $17.2
million in the first quarter of 2001. Hasbro is in the process
of evaluating any additional potential impact that the adoption
of SFAS No. 142 will have on its consolidated financial position
and results of operations.

Hasbro is a worldwide leader in children's and family leisure
time and entertainment products and services, including the
design, manufacture and marketing of games and toys ranging from
traditional to high-tech. Both internationally and in the U.S.,
its PLAYSKOOL, TONKA, SUPER SOAKER, MILTON BRADLEY, PARKER
BROTHERS, TIGER and WIZARDS OF THE COAST brands and products
provide the highest quality and most recognizable play
experiences in the world.

                         *   *   *

As previously reported, Hasbro, Inc.'s 'BB' senior unsecured
debt rating is affirmed by Fitch Ratings. In addition, the
company's new $380 million secured bank credit facility is rated
'BB+'. The new facility, which replaces its previous 'BB+' rated
$650 million facility, continues to be secured by receivables,
inventories and intellectual property. As of December 31, 2001,
Hasbro had total debt outstanding of approximately $1.2 billion.
The Rating Outlook remains Negative.

The ratings reflect the company's strong market presence and its
diverse portfolio of brands balanced against the cyclical and
shifting nature of the toy industry. The ratings also consider
the challenges the company continues to face in refocusing its
strategy on its core brands and its weak financial profile. The
Negative Outlook reflects uncertainty as to the company's
ability to successfully execute its strategy and its ability to
achieve revenue targets for its core brands as well as Star Wars
in 2002.


HOLIDAY RV: Operating Cash Flows Took a Turn for the Worse
----------------------------------------------------------
Holiday RV Superstores, Inc. is a multi-store chain that
retails, finances, and services recreation vehicles, or RVs, and
other recreation vehicles. The Company currently operates 11
retail centers, three in central and north central Florida, one
in Spartanburg, South Carolina, two in California's central
valley cities of Roseville and Bakersfield, one in Las Cruces,
New Mexico, two in West Virginia, one in Wytheville, Virginia,
and one in Lexington, Kentucky. The Company operates on a fiscal
year beginning on the first day of November and ending on the
last day of October.

Holiday RV Superstores Inc.'s primary floor plan (funding)
agreement entered into in fiscal year 2001 expired on November
30, 2001. Through March 15, 2002, the Company financed its new
and used marine and vehicle inventory at eight of its locations
under a forbearance agreement that expired March 15, 2002 at
which time the parties agreed to amend the expired agreement
essentially under the same terms through October 31, 2002
lowering the maximum borrowing to $20,000,000. The reduced
borrowing level does not provide the Company sufficient capacity
to meet its business plan requirements.  These circumstances
raise substantial doubt about the Company's ability to continue
as a going concern. The Company is currently in active
negotiations with another major floor plan lender to provide all
of the Company's floor plan capacity. A satisfactory outcome of
this process will result in a new alternative floor plan
agreement to meet its business plan requirements. While the
Company has retained the ability to floor plan its inventory,
failure to come to terms with their alternative floor plan
lenders or obtain sufficient floor plan financing could have a
material adverse effect on the Company and raises substantial
doubt about the Company's ability to continue as a going concern
and to achieve its intended business objectives.

The Company incurred a net loss of $18.0 million in fiscal 2001
and incurred net cash outflows from operations of approximately
$2.5 million in fiscal 2001. Beginning in the second quarter of
fiscal 2001, management focused on inventory management by
reducing inventory levels to allow the Company to effectively
and profitably operate within the stocking levels available
under the April 2001 amended primary floor plan agreement. As of
October 31, 2001 the inventory initiative coupled with
restrictions placed on the Company's ability to order new
product by its primary floor plan lender resulted in a 42.7%
reduction in the year over year inventory levels with an
additional 23.2% reduction since October 31, 2001. In addition,
the short-term performance and the long-term potential for each
retail location were reviewed together with each dealership's
management team. As a result, three dealerships that were under
performing or competing in the same markets were closed and the
market consolidated into other Company dealerships. A fourth
dealership was closed in December 2001. Management believes that
with the restructuring of its dealerships and the focus on
managing its inventory to optimum levels and turns, the
continuation of rigid expense control, the infusion of
additional capital and the continued support of its primary
floor plan lender under more favorable terms, improved revenues,
profits and cash flows from operations will result in fiscal
year 2002. While management believes that performance will
improve in the remainder of fiscal year 2002, the Company may be
required to obtain additional outside funding to fund operating
deficits. Management further believes that additional financing
will be made available to support the Company's liquidity
requirements and that certain costs and expenditures could be
reduced further should any needed additional funding not be
available. Failure to generate sufficient revenues, raise
additional capital or continue to restrain discretionary
spending could have a material adverse effect on the Company and
raises substantial doubt about the Company's ability to continue
as a going concern and to achieve its intended business
objectives.

The Company received a Nasdaq Staff Determination on February
14, 2002, indicating that it failed to comply with the
$15,000,000 minimum market value of publicly held shares and the
$3.00 minimum bid price per share requirements of Nasdaq
Marketplace Rules 4450(b)(3) and 4450(b)(4) and that its
securities are therefore subject to delisting from the Nasdaq
National Market. The Company has 90 days in which to regain
compliance. During that time, the Company's common stock will
continue to trade on the Nasdaq National Market. The Company may
request a hearing before the Nasdaq Listings Qualifications
Panel to review the staff determination or it may apply to
transfer its securities to the Nasdaq SmallCap Market. The
Company has not decided which options to pursue. However, if the
Company chooses to appeal the staff determination, it cannot be
assured that the appeal will be successful, nor can it assure
that its securities will be approved for listing on the Nasdaq
SmallCap Market if it applies to transfer.

             Results Of Operations For The Three Months
                      Ended January 31, 2002,

Sales and service revenue decreased 44.7% to $18.4 million for
the three months ended January 31, 2002 from $33.3 million for
the three months ended January 31, 2001. Of this decrease, $3.7
million was attributable to a 17.7% decrease in same store
sales. Net store closures during fiscal 2001 represented a
decrease in revenues of $6.0 million for the three months ended
January 31, 2002. In addition, $5.1 million of the decrease is
attributable to the store closure of the Clermont location. This
location, which was damaged by fire in April 2001, is currently
under reconstruction and is scheduled to re-open on or before
May 1, 2002. Used vehicle sales as a percentage of total vehicle
sales increased to 34.2% for the three months ended January 31,
2002, compared to 31.1% for the three months ended in January
31, 2001. New RV and marine product sales decreased for the
three months ended January 31, 2002 to $8.4 million, or 45.7% of
total RV and marine product sales, from $18.1 million, or 54.7%
of total RV and marine product sales for three months ended
January 31, 2001. Even though management believes that its prior
inventory levels were principally overstocked, new vehicle sales
have been adversely affected by the reduction in available
inventory due to limited floor plan financing.

Loss from operations for the three months ended January 31, 2002
was $2.9 million, approximately $1.2 million more than the three
months ended January 31, 2001 loss from operations.  Net loss
for the quarters ended January 31, 2002 and 2001 was $4,408,425
and $4,950,214, respectively.

During the three months ended January 31, 2002, Holiday RV
Superstores had deficit cash flows from operations of
approximately $1.4 million, compared to positive cash flows from
operations of $1.8 million in the same period in the prior year.
This reversal in cash flows from operations is due primarily to
the lack of new inventory to generate sufficient sales to meet
the Company's business plan and fund operations.


IMP INC: No Longer Complies with Nasdaq Listing Requirements
------------------------------------------------------------
IMP, Inc. (NASDAQ: IMPX) has received a letter from Nasdaq
notifying it that, because the Staff believes that the Company
does not currently comply with the annual meeting and proxy
solicitation requirements as set forth in Nasdaq Marketplace
Rules 4350(e) and 4350(g), the Company's securities are subject
to delisting from the Nasdaq Small Cap Market. The Company
participated in an oral hearing before a Nasdaq Listing
Qualifications Panel in July 2001. In November 2001, Nasdaq
notified IMP that the panel had determined to continue the
listing of the Company's securities pursuant to an exception.
The final determination of the panel is still pending, and the
panel will consider the annual meeting and proxy solicitation
deficiency in rendering its decision. There can be no assurance
that the panel will grant the Company's request for continued
listing.

IMP, Inc. provides analog semiconductor solutions that power the
portable, wireless and Internet driven computer and
communications revolution. From its ISO 9001 qualified wafer
fabrication plant in San Jose, California, IMP supplies
standard-setting, power-management integrated circuit products
and wafer foundry services to computer, communications and
control manufacturers worldwide.

For further information on the Company, email ir@impinc.com or
visit its Web site at http://www.impweb.com

Company headquarters are located at 2830 North First Street, San
Jose, California 95143-2071. Telephone (408) 432-9100. Fax (408)
434-0335.


IT GROUP: Court Approves Sale of All Assets to The Shaw Group
-------------------------------------------------------------
The IT Group, Inc. announced that, at a hearing held Friday,
April 19, 2002 at the U.S. Bankruptcy Court in Wilmington,
Delaware, Judge Mary F. Walrath approved the sale of
substantially all of the Company's assets to The Shaw Group
(NYSE: SGR).  Terms of the specific sale order are being
negotiated and will be presented to Judge Walrath for her
signature on Wednesday, April 24, 2002.  The transaction is
expected to close by the end of April 2002.

The Company estimates that following the sale it is unlikely
that there will be any distribution to the Company's equity
security holders.

"We are pleased with the sale of the Company's assets to Shaw,"
said Dr. Francis J. Harvey, acting president and chief executive
officer of The IT Group.  "They have already designed and are
about to implement an aggressive integration plan that will
benefit both our employees and our customers.  Shaw has
expertise and experience in our industry as well as a reputation
for outstanding customer service, a culture that values people
and, importantly, the resources to grow The IT Group's
businesses.  As part of The Shaw Group, our businesses will
again be vigorously competing for new projects.  To our
customers and vendors who have supported us during the chapter
11 process, I want to offer our sincere thanks and to assure
them that The IT Group's record of outstanding project execution
will continue in the future."

"The businesses purchased by Shaw from The IT Group, Inc. will
be operated under the name 'Shaw Environmental and
Infrastructure, Inc.'  However, the experience and talent upon
which The IT Group's reputation has been built over the last 76
years will remain the same.  The employees bring the same high
level of commitment and integrity to their current and future
customers as before," Dr. Harvey concluded.

The Shaw Group Inc. is the world's only vertically integrated
provider of complete piping systems and comprehensive
engineering, procurement and construction services to the power
generation industry. Shaw is the largest supplier of fabricated
piping systems in the United States and a leading supplier
worldwide.

For the past 76 years, The IT Group addressed the infrastructure
and environmental needs of both private and public sector
clients as a leading provider of diversified services, including
environmental, engineering, facilities management, construction,
emergency response, remediation and information management.


I.T. TECHNOLOGY: Weinberg & Co. Raises Going Concern Doubt
----------------------------------------------------------
I.T. Technology, Inc. is a Delaware corporation formed on
February 2, 1999 and is engaged in businesses involved in e-
commerce, technology and digital media. The Company actively
seeks investments in and acquisitions of entities with unique
opportunities.  As of December 31, 2001, the Company has a 50.1%
interest in Stampville.com, Inc. and through its wholly-owned
subsidiary, Bickhams Media, Inc., has a 50% equity interest in
VideoDome.Com Networks, Inc. Stampville, incorporated in 1999,
continues to develop its Web site at http://www.stampville.com
and specializes in the wholesale and Internet sale of philatelic
memorabilia, including stamps and other collectibles, though,
with the exception of some limited marketing efforts there has
been very limited promotion to date. VideoDome provides a range
of Digital Media services, including but not limited to: hosting
and delivery, media management services, registration and
delivery of video stream via the Internet. VideoDome's Internet
Web site is located at http://www.videodome.comand
http://www.videodome.tv

The Company has two wholly owned subsidiaries, Bickhams Media,
Inc., incorporated in Delaware, which holds its interest in
VideoDome and is pursuing other interests in digital media and
related industries, and I.T. Technology Pty Ltd, which is
incorporated in Australia and furthers the Company's operations
in Australia.

The Company's Form SB-2 Registration Statement was declared
effective by the Securities and Exchange Commission on February
14, 2001. The Company raised $507,460 through the sale of
5,074,600 shares of its common stock at $.10 per share pursuant
to the Registration Statement. Subsequently on September 14,
2001 the Company raised an additional $155,000 in a private
placement of 3,100,000 shares of its restricted common stock at
$.05 per share.

On November 8, 2001 the Company announced that it had agreed in
principle to pursue the negotiation and execution of definitive
agreements along the lines of certain signed agreements (letters
of intent) it had received for the acquisition of substantially
all of the assets of three companies whose businesses are
engaged in the digital media sector. The three companies
included: VideoDome, already a 50% owned subsidiary of the
Company; ROO Media Corporation, Inc., a company owned and
controlled by Robert Petty, the Company's then Vice President of
Business Development and the Acting Chief Executive Officer of
Stampville; and Streamcom Pty Ltd. based in Melbourne,
Australia. It is intended that upon the successful consummation
of these transactions, the Company's primary focus will be in
the digital media arena. As at December 31, 2001, the Company
had not yet completed these transactions; however, on January
14, 2002 the Company did consummate the acquisition of
Streamcom.  Mr. Petty was named the Company's Chief Executive
Officer in November, 2001.

The executive offices of the Company are located in Australia
and Stampville's main executive offices and I T Technology's New
York offices are located at 456 Fifth Avenue, Brooklyn, New
York.

Upon auditing the Company's financial information for the year
ended December 31, 2001, Weinberg & Co., P.A., of Boca Raton,
Florida states: "The Company has significant cumulative net
losses of $6,006,610 and is dependent on significant additional
funding from loans from affiliates, at their discretion, the
sale of marketable securities held by the Company and/or debt or
equity financing or alternative means of financing. These
matters raise substantial doubt about its ability to continue as
a going concern."  The Auditors Report is dated March 15, 2002.

During the year ended December 31, 2000 the Company's activities
were mainly related to development of the Stampville business,
including the launch of its main Web site, micro-sites and the
development of a database of stamp information involving
scanning and data entry of stamps. In addition the Company made
initial investments in VideoDome, restructured its capital
structure and conducted other fundraising activities. In the
year ended December 31, 2001 the Company's activities were:
raising capital through the Offering, increasing its equity
interest in VideoDome to 50%, changing the structure of
Stampville and launching an improved web site and moving more
definitively into the digital media space through commencing
joint operations and receiving letters of intent for the
acquisition of substantially all of the assets of three
companies, including VideoDome, whose businesses are engaged in
the digital media sector.

The Company reduced its operating expenses significantly in the
year ended December 31, 2001, largely as a result of the fact
that Stampville had essentially completed the core developmental
aspects of its business infrastructure and had ceased further
scanning and data entry to expand its database as a result of
funding constraints. In the year ended December 31, 2001, in
addition to scaling back its employment overheads and activities
surrounding development, Stampville also reduced its employment
overheads in the sales and marketing, general and administrative
areas and in April, 2001 the Company and Stampville determined
it to be in Stampville's best interests to take advantage of the
lower Australian currency and significant cost savings through
the relocation of important aspects of its core operating
activities to the Company's offices in Australia. As a result of
these factors, development expenses were $184,217 in the year
ended December 31, 2001 versus $889,996 in the year ended
December 31, 2000. Sales and marketing expenses were $71,397 in
the year ended December 31, 2001 versus $375,169 in the year
ended December 31, 2000 and general and administrative expenses
were $1,167,182 in the year ended December 31, 2001 versus
$2,552,729 in the year ended December 31, 2000.

The Company incurred a net loss of $2,613,501 for the year ended
December 31, 2001, compared to a net loss of $2,973,666 for the
year ended December 31, 2000. Management attributes a
significant part of this decrease to the reduction in
operational losses associated with Stampville. The loss of
$2,613,501 for the year ended December 31, 2001 has increased as
a result of the additional losses incurred in connection with
accounting for the Company's increased equity interest in
VideoDome and the recording of significant impairment losses
amounting to $1,360,923 for the year ended December 31, 2001, in
connection with the unamortized goodwill of Stampville and
VideoDome.

The Company overall generated $55,707 in revenues in the year
ended December 31, 2001, versus $35,845 in the year ended
December 31, 2000. Management attributes this to the
commencement of limited sales operations and the incorporation
of VideoDome into the Company's accounts.


INTEGRATED HEALTH: Premiere Panel Presses Suits against Officers
----------------------------------------------------------------
As previously reported, with the Court's permission, the
Premiere Group Committee commenced an adversary proceeding
against Premiere's directors and officers alleging breaches of
their fiduciary duties in connection with the guaranty provided
to Integrated Health Services, Inc. by Premiere following the
merger of the two in 1998.

The Premiere Committee filed a Brief in support of its motion to
further prosecute its adversary proceeding complaint against the
Premiere Directors and Officers.

In this brief, the Premiere Committee reiterates that the
Guaranty Agreements purport to obligate each of the Premiere
Group companies to fully and unconditionally guarantee repayment
of the entire $2.15 billion Senior Credit Facility owed by IHS
but the Premiere Group did not benefit from the $2.15 billion
Senior Credit Facility. Moreover, prior to the execution of the
subject Agreements, IHS had drawn down the vast majority of
funds under the Facility. Thus, the Premiere Group of companies,
with a collective network of approximately $17 million, was made
by the actions of the adversary proceeding Defendants to fully
and unconditionally guarantee payment of the entire $2.15
billion debt of IHS under the Senior Credit Facility without
receiving any direct or tangible benefit for that guarantee.

The Premiere Group Committee reiterates the accusations against
the adversary proceeding defendants, mentioning by name
Defendants (i) Ronald L. Lord, (ii) Daniel J. Booth, (iii)
Marshall Elkins and (iv) Marc Levin and advises of the
capacities in which these defendants purportedly acted to the
detriment of the Premiere Group.

The Premiere Group Committee accuses that, adversary proceeding
Defendant Lord, purportedly in his capacity as Senior Vice
President and an officer of each of the Tier Two and Tier Three
Subsidiaries, and adversary proceeding Defendant Booth,
purportedly in his capacity as Senior Vice President and an
officer of Premiere Associates, Inc., executed an "Agreement to
Be Bound by Guaranty" on behalf of each of Premiere. Both were
officers of IHS at that time.

According to the Brief, Adversary proceeding Defendants Elkins
and Levin, who were directors of each of the Premiere Group
companies, purported to authorize, directed, instructed, or
acquiesced in the execution of each of the Agreements to Be
Bound by Guaranty and Stock Pledge Agreements. At the time those
Agreements were executed, Elkins and Levin were also directors
or officers of IHS.

The Premiere Group Committee tells the Court that, at the time
the Guaranty was executed, each of the defendants had a clear
conflict of interest in that the execution of those Agreements
benefited IHS (and themselves as directors or officers of IHS),
to the detriment of the Premiere Group. The Defendants took no
action to disclose their conflicts of interest or to otherwise
seek to remove the conflicts and allow the exercise of
independent business judgment as to whether the transactions
were in the best interest of, or provided any benefit at all to,
the Premiere Group.

                           Argument

In the argument, the Premiere Group Committee seeks to assert "a
colorable claim against the adversary proceeding Defendants
which the debtor in possession is unwilling to pursue and which
would benefit the bankruptcy estate." The Premiere Group
Committee tells the Court that the maximum amount of potential
benefit to the Premiere Group estates from the adversary
proceeding is $35 million, the aggregate limits of liability
under IHS's National Union Fire Insurance Company of Pittsburgh,
Pennsylvania directors, officers and corporate liability
insurance policy number 858-35-56.

The Premiere Group Committee then seeks to establish that the
laws of North Carolina, Georgia or Florida are the governing
laws because the companies are all corporations organized and
existing under the laws of these states. The Premiere Group
companies were not only chartered in North Carolina, Georgia and
Florida, their operations were conducted in those states.

The Premiere Group Committee next accuses that, according to the
laws of these states,

I.   The adversary proceeding Defendants breached their
     fiduciary duties to the Premiere Group companies as
     officers or directors of those corporations.

II.  The adversary proceeding Defendants committed constructive
     fraud against the Premiere Group.

III. The adversary proceeding Defendants unlawfully caused or
     permitted an unlawful transfer of the assets of the
     Premiere Group.

IV.  The adversary proceeding Defendants unlawfully caused or
     permitted distributions of Premiere Group's assets.

V.   Adversary proceedings Defendants Booth and Lord acted
     without lawful authorization in executing the Agreements to
     Be Bound by Guaranty on behalf of Premiere Group.

VI.  Exclusion 4(i) of IHS's directors, officers and corporate
     liability insurance policy does not apply to bar the
     Premiere Group Committee's claims.

As bases for allegations I to VI, the Premiere Group Committee
argues as follows:

                 I.  Breach Of Fiduciary Duties

The corporations laws in each of North Carolina, Georgia and
Florida define the duties of officers and directors to the
corporations they serve.

The North Carolina and Georgia corporations statutes are based
upon the Revised Model Business Corporation Act (1984). The
Florida corporations statutes are based on the Model Business
Corporation Act (1974).

Elkins and Levin breached their fiduciary duties as directors of
the Premiere Group companies, in allowing or acquiescing in the
execution of the Guaranty Agreements, with full knowledge that
IHS would likely be unable to meet its obligations under the
Senior Credit Facility and that the Premiere Group would thereby
be rendered insolvent.

They did not take any action to ensure the Premiere Group
received any adequate consideration in the transaction.

In addition, by allowing or acquiescing in the execution of the
Agreements when they had a clear conflict of interest, in that
the execution of those Agreements benefited IHS (and themselves
as directors or officers of IHS) to the detriment of the
Premiere Group. They took no action to disclose their conflict
of interest or otherwise remove the conflict and allow the
exercise of independent business judgment as to whether the
transaction was in the best interest of the Premiere Group.

They undertook no due diligence or other investigation of the
effect of the Guaranty Agreements upon the Premiere Group. They
allowed or permitted execution of the Agreements with full
knowledge that doing so was not in the best interest of the
Premiere Group, and imposed obligations on the Premiere Group
far in excess of their total assets, all with full knowledge
that IHS was in a perilous financial condition and in imminent
danger of defaulting under the terms of the Senior Credit
Facility.

Alternatively, if they were not aware that the officers of the
Premiere Group, in the persons of adversary proceeding
Defendants Lord and Booth, were executing the Agreements, then
they failed to properly supervise the officers of those
companies.

Booth and Lord executed the Agreements to Be Bound by Guaranty
when they had a clear conflict of interest in that the execution
of the said Agreements benefited IHS (and themselves as officers
of IHS) to the detriment of the Premiere Group. They took no
action to disclose their conflict of interest or otherwise
remove the conflict and allow the exercise of independent
judgment as to whether the transactions were in the best
interest of the Premiere Group.

They executed the said Agreements with full knowledge that IHS
would likely be unable to meet its obligations under the Senior
Credit Facility and that, if IHS failed to meet its obligations,
the Premiere Group would be rendered insolvent.

They took no action to ensure that the Premiere Group received
any adequate consideration in the transactions. They failed to
exercise due diligence or to undertake any investigation of the
effect the Agreements to Be Bound by Guaranty would have on the
Premiere Group.

They executed the Agreements to Be Bound by Guaranty, which
purported to require the Premiere Group to fully and
unconditionally guarantee payment of the entire $2.15 billion
Senior Credit Facility owed by IHS with full knowledge that
doing so was not in the best interest of Premiere Group.

They knew or should have known that the Agreements to Be Bound
by Guaranty purported to impose obligations on the Premiere
Group far in excess of Premiere Group's total assets, with full
knowledge that IHS was in perilous financial condition and in
imminent danger of defaulting under the terms of the Senior
Credit Facility.

                   II. Constructive Fraud

Elkins and Levin failed to act openly, honestly, fairly, and
with the exercise of independent business judgment with respect
to the rights and interests of the Premiere Group, and their
breach of their fiduciary duties has resulted in serious
financial detriment and other damages to the Premiere Group.

Similarly, as officers of the Premiere Group, Booth and Lord had
similar obligations to exercise independent business judgment,
to avoid conflicts of interest, to use reasonable care, to
protect and safeguard the assets of the Premiere Group, and to
refuse to allow any transfer or pledge or assets without
adequate consideration. Their failures to act openly, honestly,
fairly, and with the exercise of independent business judgment
with respect to the rights and interests of the Premiere Group
in breach of their fiduciary duties have resulted in serious
financial detriment and other damages to the Premiere Group.

Georgia law does not deal with this matter specifically under
the same "constructive fraud" rubric as North Carolina. The
Georgia courts nevertheless recognize that a corporate
fiduciary's duty of good faith prohibits him from dealing with
the corporation's assets to the detriment of the corporation.
Florida law is in accord.

                III. Unlawful Transfer of Assets

North Carolina General Statutes Sec. 39-23.1, et seq., Florida
Statue Sec. 726.101, et. seq., and Georgia Statutes Sec. 18-2-
22, et seq., the three states' enactments of the Uniform
Fraudulent Transfers Act, forbid transfers such as the subject
transactions.

The adversary proceeding Defendants, in allowing, acquiescing,
or participating in execution of the Agreements to Be Bound by
Guaranty, intentionally obligated, pledged, misappropriated and
transferred funds and assets of the Premiere Group to the full
and unconditional payment of the entire $2.15 billion Senior
Credit Facility owed by IHS to the great detriment of the
Premiere Group. They knew or should have known that creditors of
the Premiere Group would be thereby defrauded. The adversary
proceeding Defendants transferred or attempted to transfer
assets of the Premiere Group without receiving equivalent value.
They engaged in a transaction in which the remaining assets of
the Premiere Group were unreasonably small in relation to the
businesses in which those companies were engaged. They caused,
or attempted to cause, the Premiere Group to incur a debt well
beyond the Premiere Group's ability to repay.

    IV. Unlawful Distributions of Assets By Elkins and Levin

North Carolina General Statute Sec. 55-8-33 provides that a
director who assents to an unlawful distribution to shareholders
is personally liable to the corporation for the amount of the
distribution in excess of that which could have lawfully been
distributed, if that director failed to discharge his duties as
defined in N.C. Gen. Stat. Sec. 55-8-30 (see pp. 19-20, supra),
and subject to "all of the defenses ordinarily available to a
director," notably the common law business judgment rule.

The corporations statutes of Georgia and Florida contain
practically identical provisions. Georgia Statute Sec. 14-2-832;
Florida Statute Sec. 607.0834.

The adversary proceeding Defendants failed to comply with their
statutory duties of good faith, ordinary care, and action in the
best interests of the corporation and not in conflict with those
interests in allowing, acquiescing or participating in execution
of the Agreements to Be Bound by Guaranty. Their acting cannot
be justified by the business judgment rule because they
exhibited a distinct absence of the exercise of judgment on
behalf of the Premiere Group, and simply joined in the
Agreements to be Bound by Guaranty because such joinder
benefited IHS, of which they were also, respectively, directors
or officers.

Elkins and Levin, as directors of the Premiere Group companies
and directors or officers of IHS, allowed or acquiesced in the
execution of the Agreements to Be Bound by Guaranty when they
knew that IHS was in perilous financial condition, that it would
be unable to meet its obligations, and that upon IHS's default,
the Premiere Group would be rendered insolvent, or substantially
impaired in its capital, by virtue of the execution of the
Agreements to Be Bound by Guaranty.  Dr. Elkins and Mr. Levin
assented to a distribution of assets of the Premiere Group
without consideration and assented to a distribution which,
after giving it effect, imposed obligations on the Premiere
Group far in excess of its total assets, leaving the Premiere
Group unable to pay its debts as they became due in the ordinary
course of business, or in the alternative, leaving the Premiere
Group with total liabilities (including the illegal
distribution) that far exceeded its assets.

      V. Booth and Lord Acting without Lawful Authorization

Alternatively, if Dr. Elkins and Mr. Levin, as members of the
Boards of Directors for the entities comprising the Premiere
Group, did not authorize the execution of the Agreements to Be
Bound by Guaranty, then Booth and Lord acted illegally,
improperly, and without any authority in participating in the
execution of the Agreements to Be Bound by Guaranty. They
thereby caused the Premiere Group to be included in the IHS
bankruptcy filing, and otherwise caused severe detriment to the
Premiere Group.

North Carolina General Statute Sec. 55-8-4 1, Georgia Statute
Sec. 14-2-841, and Florida Statute Sec. 607.0841 define the
authority of a corporate officer as that given to him by the
corporation's bylaws, or pursuant to authority granted by the
corporation's board of directors or other officers.

Actual authority of a corporate officer may be either express or
implied. It may be expressly conferred by the corporation in a
number of ways, including by the articles of incorporation and
the bylaws for the most fundamental matters, to formal
resolutions by the board of directors, to specific delegation of
authority by officers to subordinate officers. Robinson, supra,
at Sec. 16.04(a).

Implied authority to act on behalf of a corporation is actual
authority (as distinguished from apparent authority) that arises
by implication from the nature of the position held or functions
performed by a corporate officer. It is sometimes called
inherent authority.

The broadest implied authority is vested in the general manager
of the corporation, whether his title be president, chief
executive officer, or the like, since he is in charge of the
ordinary conduct of its business. This implied or inherent
authority does not extend to matters that are outside the
ordinary course of the corporation's business though.

There is no hard and fast rule as to whether a particular matter
is within the ordinary course of a corporation's business. For
instance, a corporation's president would not ordinarily have
implicit authority to dispose of the company's real estate, but
he would have such implied authority if the company customarily
deals in realty.

Because actual authority, express or implied, that is conferred
in an informal manner can be difficult to prove, it is customary
and the better practice for lenders and other outside parties
transacting business with a corporation to assure themselves
that the officers with whom they are dealing are duly
authorized. This is frequently done by means of certified
corporate resolutions specifically conferring the necessary
authority.

In the case at bar, there is no indication that the directors of
the Premiere Group companies ever adopted any formal resolutions
authorizing Booth or Lord to sign the Agreements to Be Bound by
Guaranty. Neither Elkins nor Levin claims to have conferred
express authority on Booth or Lord for that purpose by other
means. One simply cannot reasonably imply such actual authority
here, since the giving of $2.15 billion guarantees was quite
clearly outside the ordinary course of the business of any of
the Premiere Group entities.

Consequently, Booth and Lord acted without authorization in
purporting to bind the Premiere Group companies to the
Agreements to Be Bound by Guaranty. By acting in excess of their
lawful authority, they violated their duties to the Premiere
Group entities they were supposed to serve, and thereby caused
the Premiere Group to be included in the IHS bankruptcy filing.

          VI. Exclusion 4(i) of IHS's Insurance Policy

It has been suggested that, as a practical matter, the Premiere
Group Committee should not be permitted to maintain the
adversary proceeding, since the objective of this proceeding is,
ultimately, recovery under IHS's directors, officers and
corporate liability insurance policy, and since that policy
contains a certain exclusion that is said to apply to the
circumstances of the case.

Specifically, it is said that the following policy language bars
the Premiere Group Committee's claims:

      4.  EXCLUSIONS

      The Insurer shall not be liable to make any payment for
      loss in connection with a Claim made against an Insured:
      ...(I) which is brought by or on behalf of any Insured or
      the Company;...

That suggestion overlooks the express exception that follows the
quoted exclusion:

   provided, however, this exclusion shall not apply to: ... (4)
   In [sic] any bankruptcy proceeding by or against the Named
   Corporation or any Subsidiary thereof, any claim brought by
   the Examiner or Trustee of the Company, if any, or any
   assignee of such Examiner or Trustee.

In this case, the Premiere Group Committee sought and obtained
leave to file the adversary proceeding on behalf of the estates
of the Premiere Group, which companies are Subsidiaries within
the definition of the insurance policy. The adversary proceeding
is of course a bankruptcy proceeding. No trustee or examiner has
been appointed for these debtors in possession, but for purposes
of this proceeding, the Premiere Group Committee surely occupies
the position of such a person within the intendment of the
exception proviso of the insurance policy.

Even in cases involving D&O policies that apparently did not
contain an exception proviso like the policy at bar, courts have
found the "insured v. insured" exclusion inapplicable to claims
brought by representatives of a bankruptcy estate against
officers and directors of the debtor.  Alstrin v. St. Paul
Mercury Ins. Co., 179 F.Supp.2d 376 (D. Del. 2002); In re
Buckeye Countrymark, Inc., 251 B.R. 835 (Bankr. S.D. Ohio 2000);
Pintlar Corp. v. Fidelity and Cas. Co. of N.Y. (In re Pintlar
Corp.), 205 B.R. 945 (Bankr. D. Idaho 1997).

As explained by the Court in Alstrin, supra, "The intent behind
the 'insured v. insured' exclusion in a [D&O] Policy is to
protect the insurance companies against collusive suits between
the insured corporation and its insured officers and directors.
[citation omitted] When the plaintiff is not the corporation but
a bankruptcy trustee acting as a genuinely adverse party to the
defendant officers and directors, there is no threat of
collusion."  Alstrin at 404.

Likewise, in the instant case, the Premiere Group Committee is a
genuinely adverse party to the adversary proceeding Defendants.
There is no reason to fear any collusion in this case.
Therefore, because the exclusion in the policy is inapplicable
and because this case fits an express exception to the exception
anyway, exclusion 4(i) does not apply.

Exclusion 4(i) of IHS's directors, officers and corporate
liability insurance policy does not apply to bar the Premiere
Group Committee's claims.

                          *   *   *

The Premiere Committee argues it's demonstrated that the
adversary proceeding is well-grounded in fact and law, that it
represents a substantial benefit to the Premiere Group estates,
and that it should be permitted to proceed. (Integrated Health
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KAISER ALUMINUM: Proposes Miscellaneous Asset Sale Procedures
-------------------------------------------------------------
According to Patrick M. Leathem, Esq., at Richards, Layton &
Finger in Wilmington, Delaware, from time to time, Kaiser
Aluminum Corporation and its debtor-affiliates will likely
determine that certain of their assets no longer are necessary
for the successful operation and reorganization of their
businesses. As a result, the Debtors anticipate that, during the
pendency of these cases, they will attempt to sell assets
determined to be obsolete, surplus, unproductive or
nonessential. These sales involve non-core assets that, in most
cases, are of relatively de minimis value compared to the
Debtors' total asset base. Nevertheless, many of these asset
sales may constitute transactions outside of the ordinary course
of the Debtors' businesses that typically would require
individual Court approval pursuant to Section 363(b)(1) of the
Bankruptcy Code.

By this Motion, the Debtors ask the Court to authorize and
approve procedures by which the Debtors may consummate the sale
of these de minimis assets outside the ordinary course of their
businesses without the need for further Court approval. They
propose to utilize the Miscellaneous Sale Procedures to obtain
more expeditious and cost-effective review by interested parties
certain sales involving these de minimis assets. All other sale
transactions would remain subject to individual Court approval
pursuant.

Mr. Leathem believes that requiring Court approval of each
miscellaneous asset sale would be administratively burdensome to
the Court and costly for the Debtors' estates, especially in the
light of the relatively small value of the assets involved in
these transactions. Indeed, in certain cases the costs and
delays associated with seeking individual Court approval of a
sale potentially would eliminate, or substantially undermine,
the economic benefits of the transaction.

Mr. Leathem explains that the Miscellaneous Sale Procedures
apply only to asset sale transactions.  These transactions
involve, in each case, transfer of less than $1,000,000, as
measured by the amount of net cash and other considerations to
be received by the Debtors for the assets to be sold.  In
addition, there are aggregate cure costs of less than $200,000
in connection with the assumption and assignment of any related
executory contracts and unexpired leases. The Debtors will be
permitted to sell assets that are encumbered by liens, claims,
encumbrances or other interests only if those liens and other
interests are capable of monetary satisfaction.  The holders of
those liens and interests consent to the sale, or such sales are
otherwise permitted under the applicable security agreements and
related documents. Further, the Debtors will be permitted to
sell assets co-owned by a Debtor or a third party pursuant to
the proposed sale procedures only to the extent that the sale
does not violate Section 363(h) of the Bankruptcy Code.

When the Debtors enter into a contract or contracts that
contemplates a transaction that is subject to the sale
procedures (other than a de minimis sale), the Debtors must file
a notice of the Proposed Sale with the Court.  They also must
provide the Sale Notice to the interested parties, Mr. Leathem
says.

Among other things, the Sale Notice will include the following
information with respect to the Proposed Sale:

A. a description of the assets that are the subject of the
   Proposed Sale and their locations;

B. the identities of all Nondebtor parties to the Proposed
   Sale and any relationships of the party or parties with the
   Debtors;

C. the identities of any parties holding liens on or other
   interests in the assets and a statement indicating that all
   such liens or interests are capable of monetary satisfaction
   or the sale is permitted under the applicable security
   agreement or related documents;

D. the major economic terms and conditions of the Proposed Sale;

E. the executory contracts and unexpired leases, if any, that
   the applicable Debtors proposed to assume and assign in
   connection with the Proposed Sale and the related cure
   amounts that the applicable Debtors proposed to pay with
   respect to each such contract or lease; and

F. instructions regarding the procedures to assert Objection to
   the Proposed Sale.

Mr. Leathem suggests that the Proposed Sale, including the
assumption and assignment of executory contracts and unexpired
leases proposed in connection with the Proposed Sale, will
become final and fully authorized by the Court upon either the
expiration of the Notice Period without assertion of any
objection or upon the written consent of all Interested Parties.
Any Objections to a Proposed Sale must be made in writing, filed
with the court and served on the Interested Parties and counsel
to the Debtors so as to be received prior to expiration of the
Notice Period and must specify the grounds for objection. If an
Objection to a Proposed Sale is properly filed and served, the
Proposed Sale may not proceed without withdrawal of the
Objection, entry of an order of the Court specifically approving
the Proposed Sale, or the submission of a Consent Order in
accordance with the accepted procedures.

In addition, Mr. Leathem accords that any Objections may be
resolved without a hearing by an order of the Court submitted on
a consensual basis by the applicable Debtors and the objecting
party. However, if any significant economic terms of the
Proposed Sale are modified by the Consent Order, the applicable
Debtors must, prior to submission of the Consent Order:

A. provide the Interested Parties with five business days' prior
   notice of the Consent Order and an opportunity to object to
   the terms of the Consent Order by providing a written
   statement of Objection to the Debtors' counsel; and,

B. certify to the Court that:

   a. such notice was given; and,

   b. no Interested Party asserted an Objection to the Consent
      Order.

Mr. Leathem relates that all buyers will take assets sold by the
Debtors pursuant to the Miscellaneous Sale Procedures "as is"
and "where is" without any representations or warranties from
the Debtors as to the quality or fitness of such assets for
either their intended or any particular purposes. Buyers,
however, will take title to the assets free and clear of liens,
claims, encumbrances and other interests will attach to the
proceeds of the sale with the same validity and priority as they
attached to the assets. (Kaiser Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Covenants that EBITDA will Skyrocket by Year-End
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates executed a Second
Amendment to the Revolving Credit and Guaranty Agreement dated
March 7, 2002.  JPMorgan Chase Bank leads a consortium of
unidentified financial institutions who are lenders under the
debtor-in-possession credit agreement.

The Second Amendment will:

  (i) assign to each of the New Banks as having a Tranche A
      Commitment Amount, and each of the New Banks wishes to
      assume, a pro rata portion of the Original Banks'
      interests, rights and obligations under the Credit
      Agreement such that the Original Banks and the New Banks
      have Tranche A Commitment Amounts; and

(ii) allocate to each of the New Banks as having a Tranche B
      Credit-Linked Deposit their participation interests in
      Letters of Credit having Letter of Credit Outstandings in
      the aggregate amount of $200,000,000 and each of the
      Tranche B Lenders desires to accept such allocation
      through the deposit with the Agent of cash in an amount
      equal to such Tranche B Lender's Tranche B Credit Linked
      Deposit.

Other modifications to the Credit Agreement by virtue of the
Second Amendment are:

(a) At no time after the entry of the Final Order may the sum
    of the then outstanding aggregate principal amount of the
    Loans, plus the then aggregate Tranche A Letter of Credit
    Outstandings, exceed the lesser of:

    -- the aggregate Tranche A Commitments of $1,800,000,000;
       and
    -- the amount by which the Borrowing Base exceeds the
       aggregate Tranche B Letter of Credit Outstandings;

(b) The sum of Total Tranche A Commitment Usage plus Tranche B
    Letter of Credit Outstandings exceed, in the aggregate, an
    amount that is equal to the lesser of:

    -- 95% of the Total Commitment at any time in effect, and
    -- 95% of the Borrowing Base;

(c) Upon the sale of any leasehold interests or fixed assets of
    the Borrower or the Guarantors, at such times as the
    cumulative Net Proceeds exceed $150,000,000 in the
    aggregate, the Borrower must apply 50% of the Net Proceeds
    received to the prepayment of the Loans and to the reduction
    of the Total Tranche B Credit-Linked Deposit, pro rata based
    on the Total Commitment Percentages of the Tranche A Banks
    and the Tranche B Lenders;

(d) Within 45 days after the date that the Agent has provided a
    draft of a blocked account agreement to the Borrower,
    established blocked account arrangements between the Agent
    and the Borrower's principal concentration banks on terms
    satisfactory to the Agent, such arrangements are to be
    implemented upon the occurrence and continuation of an Event
    of Default; and, whether or not such blocked accounts
    already have been established, implement arrangements by no
    later than April 30, 2002 whereby the Agent becomes the bank
    at which account balances from the Borrower's other
    principal concentration banks are concentrated;

(e) Indebtedness incurred subsequent to the Petition Date
    secured by purchase money Liens or Capitalized Leases in an
    aggregate amount may not exceed $50,000,000;

(f) The Debtors covenant with the Lenders that they will not
    permit cumulative EBITDA for the Borrower and the Guarantors
    for each fiscal period beginning on February 1, 2002 and
    ending on or about (provided that such cumulative EBITDA
    is not tested as of June 30, 2002 or July 31, 2002,
    unless the Unused Total Tranche A Commitment on either of
    such dates is less than $1,000,000,000):

          Period Ending                  EBITDA
          -------------                  ------
          06-30-2002                  ($100,000,000)
          07-31-2002                  ($100,000,000)
          08-31-2002                  ($100,000,000)
          09-30-2002                  ($100,000,000)
          10-31-2002                  ($100,000,000)
          11-30-2002                    $50,000,000
          12-31-2002                   $450,000,000
          01-31-2002                   $450,000,000

(g) The Debtors covenant with the Lenders that they will not
    permit cumulative EBITDA for the Borrower and the Guarantors
    for each rolling 12-fiscal month period ending on or about:

          Period Ending                  EBITDA
          -------------                  ------
          02-28-2003                   $500,000,000
          03-31-2003                   $500,000,000
          04-30-2003                   $600,000,000
          05-31-2003                   $600,000,000
          06-30-2003                   $600,000,000
          07-31-2003                   $600,000,000
          08-31-2003                   $625,000,000
          09-30-2003                   $625,000,000
          10-31-2003                   $625,000,000
          11-30-2003                   $625,000,000
          12-31-2003                   $650,000,000
          01-31-2004                   $650,000,000
          02-29-2004                   $650,000,000
          03-31-2004                   $650,000,000
(Kmart Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LEINER HEALTH: Completes Fin'l Workout with New Bank Facility
-------------------------------------------------------------
Leiner Health Products has consummated its plan of
reorganization, following the finalization of a new bank credit
facility on Friday. Leiner's plan of reorganization was
confirmed by the United States Bankruptcy Court for the District
of Delaware on Monday, April 15, 2002. Leiner exited Chapter 11
just 49 days after it filed its petition on February 28, 2002.

"We are very excited that we have successfully completed our
financial restructuring and can now focus on building our
business and enhancing our leadership in this industry," said
Robert Kaminski, chief executive officer of Leiner. "Combined
with our operational reengineering, Leiner has a reduced debt
load, a significantly improved capital structure, far more
efficient operations and is very well positioned for strong
future growth."

Kaminski continued, "We want to thank our customers and
suppliers for their support during this process and we look
forward to further building our relationship with them. I also
want to single out the men and women of Leiner, whose dedication
and hard work have been a vital part of our success."

As previously announced, Leiner filed its prepackaged plan of
reorganization on February 28, 2002 with the overwhelming
support of its creditors. Under the plan of reorganization,
holders of Leiner's 9.625% Senior Subordinated Notes due June
30, 2007, received a combination of $15 million in cash and $7
million of newly created preferred stock in exchange for their
Notes, an exchange that reduced Leiner's indebtedness by $85
million. Leiner's existing senior indebtedness has been
restructured and remains outstanding. The bank lenders received
$7.5 million of newly created preferred stock. A group of
investors led by North Castle Partners has invested $20 million
in newly created preferred stock of the Company. In addition,
Leiner's bank lenders have extended the Company an additional
revolving credit facility of up to $20 million. None of the
Company's customers, suppliers or other creditors were impaired
as a result of the process.

Leiner Health Products Inc., headquartered in Carson,
California, is one of America's leading vitamin, mineral,
nutritional supplement and OTC pharmaceutical manufacturers. The
company markets products under several brand names, including
Natures Origin(TM), YourLife(R) and Pharmacist Formula(R). For
more information about Leiner Health Products, visit
http://www.leiner.com


LUCENT TECHNOLOGIES: Names Ruth Bruch as Chief Info. Officer
------------------------------------------------------------
DebtTraders reports that Lucent Technologies has appointed Ruth
Bruch to the position of Chief Information Officer and Senior
Vice President, effective May 15, 2002. Bruch previously served
as Vice President and Chief Information Officer of Visteon
Corporation. Bruch replaces Larry Kittelberger, who was Lucent's
CIO until leaving last July to join Honeywell International.

According to DebtTraders analysts Daniel Fan, CFA, and Blyhthe
Berselli, CFA, Lucent Technologies' 7.25% bonds due 2006 is one
of their 'Actives', and are quoted at a price of 81.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LUCENT4for
real-time bond pricing.


METALS USA: Wants Bar Date for Gov't Entities Extended to July 8
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates ask the Court to set
the Bar Date of all governmental units having jurisdiction or
authority over the Debtors to July 8, 2002, the same date as
that of the General Bar Date.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP in
Wilmington, Delaware, tells the Court that the requested relief
is to make sure that the Debtors have given sufficient notice to
all governmental units having claims of any kind against the
Debtors. If the Court approves the motion, Poorman-Douglas
Corporation, the Debtors' balloting, noticing and claims agent,
will provide a sixty-day notice to all governmental units of the
extended Bar Date on or before May 8, 2002. Once the noticing is
completed, Debtors will post the Extended Governmental Bar Date
Notice on their Web site at http://www.metalsusa.comfor all
governmental units to view. (Metals USA Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


METROMEDIA: Needs External Funding to Meet Current Obligations
--------------------------------------------------------------
Metromedia International Group, Inc. (AMEX:MMG), announced that
for the year ended December 31, 2001, the Company recorded a net
loss attributable to common stockholders of $263.5 million on
consolidated revenues of $294.7 million. This compared to a net
loss attributable to common stockholders of $39.3 million on
consolidated revenues of $303.9 million for 2000.

The 2001 net loss included a non-cash charge of approximately
$150.9 million, associated with the Company's assessment of the
recoverability of certain of its recorded goodwill, property and
equipment and investment in its business ventures. Excluding
these non-cash charges, the Company would have reported a net
loss at attributable to common stockholders, as adjusted for
similar charges, of $112.6 million for 2001 compared to a net
loss attributable to common stockholders, as adjusted for
similar charges, of $35.5 million for 2000. Included in
the results for 2000 are several one-time gains totaling $68.3
million.

                         Liquidity Issues

Based on the Company's current existing cash balances and
projected internally generated funds, the Company does not
believe that it will be able to fund its operating, investing
and financing cash flows through 2002. In addition, the Company
currently projects that its cash flow and existing capital
resources will not be sufficient without external funding or
cash proceeds from asset sales, or a combination of both, to
make the $11.1 million September 30, 2002 interest payment on
the Senior Discount Notes. Accordingly, and as previously
announced, the Company's independent accountants have included
in their report a statement that there is substantial doubt
about the Company's ability to continue as a going concern.

The Company has been exploring possible asset sales to raise
additional cash and has been attempting to maximize cash
distributions by its ventures to the Company. The Company has
also held negotiations with representatives of holders of its
Senior Discount Notes regarding possible restructuring of the
obligations under those notes. The Company cannot make any
assurance that it will be successful in raising additional cash
through asset sales or through cash disbursements from its
ventures, nor can it make any assurance regarding the successful
restructuring of its indebtedness.

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

                     Restructuring Update

Over the past year, the Company has continued to engage in
periodic discussions with representatives of holders of its
Senior Discount Notes in an attempt to reach an agreement on a
restructuring of its indebtedness in conjunction with proposed
asset sales or spin-offs. To date, the Company and the
noteholders have not reached any agreement on terms of a
restructuring, However, the Company is continuing discussions
and continuing to examine restructuring alternatives.

The Company has engaged a financial advisor to manage the sale
of Snapper. The Company has received preliminary interest for
the purchase of Snapper by third parties and initial due
diligence is presently taking place. The Company anticipates
receiving formal offers within the next sixty days. There can be
no assurance that a deal will be consummated as a result of
these offers.

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


NATIONSRENT: Genie Fin'l Demands $1.3M Postpetition Rent Payment
----------------------------------------------------------------
According to Rachel B. Mersky, Esq., at Waslh Monzack and
Monaco, P.A. in Wilmington, Delaware, Genie Financial Services
leased to NationsRent Inc., and certain debtor-affiliates,
heavy, commercial, construction equipment under three Master
Lease Agreements involving the rental of such equipment. These
Agreements are:

A. The Master Lease with the debtor Bode-Finn Company, dated
   August 5, 1997, provides for total monthly payment of
   $124,433;

B. The Master Lease with the debtor Gold Coast Area Lift, Inc.,
   dated August 15, 1997, provides for total monthly payment of
   $59,238; and,

C. The Master Lease with NationsRent, Inc., dated September 1,
   1998, provides for total monthly payment of $232,805 and
   quarterly payments of $85,714.

The leases imposes obligations on the Debtors including but not
limited to:

A. payment of rent when due; risk of loss, repairs and
   maintenance, theft, destruction, disappearance, seizure by
   governmental action or damages;

B. delinquency payments of the lesser of 18% per annum or the
   maximum rate allowed by law;

C. and general indemnification.

While Genie anticipates that the Debtors may allege that they
have not yet determined which of the Leases are true leases and
which are financing agreements, Ms. Mersky points out that the
Debtors have taken no action to attempt to reclassify the leases
or to make any unconditional payment of any kind. Genie urges
the Court to compel the Debtors to pay all past due and future
post-petition obligations, and grant it adequate protection.
Genie wants to compel the Debtors, as well, to assume or reject
their Master Leases and Equipment Schedules.

Ms. Mersky claims that the Debtors have failed to make any post-
petition payments. As of March 5, 2002, the Debtors owed post-
petition rental payments to Genie worth $1,338,145, of which
$417,477 came due subsequent to the 60-day abeyance period.  In
addition, rental payments amounting to $196,059 were due on
March 20, 2002 and $307,132 on April 5, 2002. Furthermore, the
value of Leased Equipment depreciates with the Debtors'
continued use and the passage of time. (NationsRent Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


OATH FOR LOUISIANA: S&P Assigns R Rating on Financial Strength
--------------------------------------------------------------
Standard & Poor's assigned its 'R' financial strength rating to
The Oath for Louisiana Inc., after the 19th Judicial District
Court in Baton Rouge granted Louisiana Acting Commissioner of
Insurance Robert Wooley a petition to move The Oath into
rehabilitation.

Wooley filed the petition because The Oath is insolvent.

The Oath, which is a New Orleans-based HMO, serves about 82,000
members in Louisiana, primarily in the Baton Rouge and New
Orleans areas.  Members will be given 10 days notice as to when
their coverage will cease.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition.  During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others.  The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


NEW WORLD RESTAURANT: Bruce E. Toll Reports 22.2% Equity Stake
--------------------------------------------------------------
Bruce E. Toll, as an individual, beneficially owns 219,250
shares of the common stock of New World Restaurant Group, Inc.
BET Associates, L.P. beneficially owns an aggregate of 3,861,178
shares (all 3,861,178 shares of which the Company may acquire
upon exercise of its warrants) of common stock of New World,
which constitutes approximately 22.2% of the 17,391,450 shares
of common stock outstanding as of November 5, 2001, giving
effect to the issuance of the shares which BET Associates has
the right to acquire upon exercise of its Warrants.

The Bruce E. Toll Family Trust beneficially owns an aggregate of
24,500 shares (all 24,500 shares of which the Family Trust may
acquire upon exercise of its warrants) of common stock of New
World, which constitutes approximately 0.1% of the 17,391,450
shares of common stock outstanding as of November 5, 2001,
giving effect to the issuance of the shares which the Family
Trust has the right to acquire upon exercise of its warrants.

The Bruce E. and Robbi S. Toll Foundation beneficially owns an
aggregate of 73,500 shares (all 73,500 shares of which the
Foundation may acquire upon exercise of its warrants) of common
stock of New World, which constitutes approximately 0.4% of the
17,391,450 shares of common stock outstanding as of November 5,
2001, giving effect to the issuance of the shares which the
Foundation has the right to acquire upon exercise of its
warrants.

In his individual capacity, as the general partner of BET
Associates and the Trustee of each of the Family Trust and the
Foundation, Mr. Toll beneficially owns an aggregate of 4,178,428
shares (representing 219,250 shares of common stock, 3,861,178
shares of which the Company may acquire upon exercise of its
warrants, 24,500 shares of which the Family Trust may acquire
upon exercise of its warrants and 73,500 shares of which the
Foundation may acquire upon exercise of its warrants) of common
stock of New World, which constitutes approximately 24% of the
17,391,450 shares of common stock outstanding as of November 5,
2001, giving effect to the issuance of the shares which the
Company, the Family Trust and the Foundation have the right to
acquire upon exercise of their warrants.

In his individual capacity, as the general partner of BET
Associates and the Trustee of each of the Family Trust and the
Foundation, Mr. Toll has the power to vote and dispose of all of
the shares of common stock (including the shares of common stock
which the Company, the Family Trust and the Foundation have the
right to acquire upon exercise of its warrants) beneficially
owned by the Company, the Family Trust and the Foundation.

New World is a leading company in the 'quick casual' sandwich
industry. The Company operates stores primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises stores under the Manhattan Bagel and Chesapeake Bagel
Bakery brands. As of October 2, 2001, the Company's retail
system consisted of 494 company-owned stores and 294 franchised
and licensed stores. The Company also operates three dough
production facilities and one coffee roasting plant. At
September 30, 2001, New World Restaurant reported that its total
current liabilities exceeded its total current assets by about
$19 million.


ORBITAL IMAGING: Gets OK to Employ Latham & Watkins as Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approves Orbital Imaging Corporation's request to employ and
retain Latham & Watkins as its attorneys.

The Debtor relates that the retention of Latham & Watkins, with
its knowledge of and experience with the Debtor, and the
industry in which it operates, will contribute to the efficient
administration of the estate thus minimizing the expense to the
estate.

As attorneys to the Debtor, Latham & Watkins will be:

     a. advising the Debtor of its powers and duties as debtor
        in possession in the continued management of its
        affairs;

     b. providing assistance, advice and representation
        concerning the confirmation of any proposed plan of
        reorganization and solicitation of any acceptances or
        responding to rejections of such plan;

     c. providing assistance, advice and representation
        concerning any further investigation of the assets,
        liabilities and financial condition of the Debtor that
        may be required under U.S. law;

     d. representing the Debtor at hearings or matters
        pertaining to its affairs as debtor in possession;

     e. prosecuting and defending pending litigation matters and
        such other matters that might arise during the chapter
        11 case;

     f. providing counseling and representation with respect to
        assumption or rejection of executory contracts and
        leases, sale of assets and other bankruptcy-related
        matters arising from this case;

     g. in conjunction with other counsel, rendering advice with
        respect to general corporate and litigation issues
        relating to these cases, including, but not limited to,
        securities, corporate finance, tax, and commercial
        matters; and

     h. performing such other legal services as may be necessary
        and appropriate for the efficient and economical
        administration of this chapter 11 case.

As of the date of the filing of the Debtor's chapter 11
petition, Latham & Watkins has a retainer in the amount of
approximately $115,000 provided by the Debtor in connection with
its representation of the Debtor in this chapter 11 case.

The Debtor agrees to compensate Latham & Watkins with its
customary hourly rates. The professionals expected to be most
active in this case and their hourly rates are:

     Partners:
        Bill O'Neill           $525
     Of Counsel:
        Shari Siegel           $525
     Associates:
        Gregg Josephson        $375
        Geoffrey Manne         $275
        William Warren         $350
        Timothy Solomon        $250
        Westin Lovy            $375
     Paralegal:
        Julian Pereira         $165

Orbital Imaging Corporation filed for chapter 11 protection on
April 5, 2002. Geoffrey A. Manne, Esq., Shari Siegel, Esq. and
William Warren, Esq. at Latham & Watkins represent the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed assets and debts of over $100
million.


ORIGINAL SIXTEEN TO ONE: Perry-Smith Issues Going Concern Note
--------------------------------------------------------------
Original Sixteen to One Mine, Inc. mines gold on properties it
owns, or on which it has claims, in and around the town of
Alleghany in the California Gold Country, about 65 miles
northeast of the intersection of I-80 and California State Route
49.

The Company's primary operation is the Sixteen to One mine from
which more than 1,108,349 troy ounces of gold have been
retrieved since the mine commenced operation in 1896.  The
Company began doing business in its present form in 1911 and has
operated continuously ever since.  Unlike the common image of
California '49ers panning for gold, the Company's operation is a
hard rock underground exploration property in which the Company
sinks diagonal shafts ("winzes") from which the miners create
horizontal levels at various elevations.  The Company's
activities are presently focused on the 800 foot level and 1700
foot level.  When the miners are tunneling, they average about 5
linear feet of progress per day.  Periodically, the miners drift
outward on quartz veins.  Gold is not distributed evenly within
the quartz veins; however, within the Company's exploration
property, concentrations of gold deposits are found within these
quartz veins.  Because the gold appears intermittently, the
Company makes no claim of reserves.

For accounting purposes, gold revenues are accrued when the
metal has been recovered.  However, for tax purposes, revenues
are not recognized until the gold has been sold.  Although most
of the Company's gold is sold as refined bullion, the Company
has additional value-added ways to sell its gold.  The Company
markets rare high-grade gold and quartz specimens at a premium
to museums, collectors and jewelry manufacturers, and it also
manufactures its own jewelry and sells its own proprietary mine
bars.

Original Sixteen to One Mine, Inc., is a distinct company in
that it is the only operating Securities and Exchange Commission
(SEC) reporting company of its kind remaining in the United
States.  While the reporting standards are in compliance with
the SEC requirements, management believes that the assets of the
Company are understated.  For example, in 2001, the Company
incurred a loss of approximately $800,000 in the writing down of
development costs of the 2282 Winze. The development costs were
capitalized based on gold production. Due to more favorable
locations for short-term gold production the Company's made
changes in its plan of operation. While the immediate future
holds no promise for operation in this area of the mine, the
development stills proves to be a valuable asset to the
infrastructure of the property.

However, the Auditors Report of Perry-Smith LLP, independent
auditor for the Company, stated that the recurring losses and
negative cash flows from operations raise substantial doubt
about the Company's ability to continue as a going concern.
Perry-Smith LLP has audited Original Sixteen To One Mine's
financial records for each of the last three years ending
December 31, 1999, 2000 and 2001.

Revenues decreased $1,013,508 (58.60%) for the year 2001
compared with 2000.  Lack of any timber harvesting operation by
the Company attributed to $509,998 of the decrease with the
remaining amount of decrease due to lack of gold production.
The Company's timber harvest plan for the Alleghany properties
expires August 23, 2002.  The timber harvest plan for its
Trinity Country property expires October 17, 2002.  Both plans
will be renewed.

Company net income for each of the last three years ending
December 31st, was a loss of $1,450,092 in 2001, net income of
$576,856 in 2000, and a loss of $300,784 in 1999.

The present energy situation in California has dramatically
increased the Company's utility rates, thereby generating an
increase of $41,444 (52.42%).  Insurance increased $22,731
(16.13%) due to the addition of two vehicles and overall
industry rate increases.  The Company's liquidity is
substantially dependent upon the results of its operations.
While the Company does maintain a gold inventory which it can
liquidate to satisfy working capital needs, there can be no
assurance that such inventory will be adequate to sustain
operations if the Company's gold mining activities are not
successful.  Because of the unpredictable nature of the gold
mining business, the Company cannot provide any assurance with
respect to long-term liquidity.  In addition, if the Company's
operation does not produce meaningful additions to inventory,
the Company may determine it is necessary to satisfy its working
capital needs by selling gold in bullion form.

The Company is dependent on continued recovery of gold and sales
of gold from inventory to meet its cash needs.  Although the
Company has historically located an annual average of $848,000
of gold over a five year period, there can be no assurance that
the Company's efforts in any particular period will provide
sufficient funding for the Company to continue operations.

If the Company's cash resources are inadequate and its gold
inventory is depleted, the Company may seek debt or equity
financing on the most reasonable terms available.

Due to the low price per share of the Company's stock, OAU was
delisted on March 21, 2001 by the Pacific Exchange and trading
ceased.  The decision by the Pacific Exchange is under appeal.
The Company is awaiting a hearing date.


PACIFICARE: Fitch Views Credit Facility Extension as Favorable
--------------------------------------------------------------
Fitch Ratings views favorably the recent agreement between
PacifiCare Health Systems, Inc. and its lenders to extend the
maturity date of its senior credit facility by two years from
the current maturity date of January 3, 2003. Fitch believes the
extension will provide the company time to explore a more
permanent and favorable capital structure.

PacifiCare currently has $648 million of debt outstanding under
its senior credit facility, consisting of a $593 million term
loan and $55 million under the $142 million revolving credit
line. The extension is conditioned upon PacifiCare reducing the
existing facility by $250 million prior to Jan. 2, 2003. The
$250 million reduction in the credit facilities will consist of
a $203 million cash reduction in the term loan and a $47 million
reduction in borrowing capacity under its revolving credit
facility.

Based on recent discussions with PacifiCare's management, it is
Fitch's understanding that the company plans to reduce the
outstanding term loan by $203 million through a combination of
operating cash flow and external financing. PacifiCare has put
in place an equity line, which allows the company to sell up to
6.6 million shares or $150 million in PacifiCare's common stock.
It is also Fitch's understanding that PacifiCare is actively
exploring other potential capital-raising alternatives. While
the equity line does not resolve the refinancing issue, it does
provide the company additional financial flexibility and
liquidity in the short-term.

The Evolving Rating Outlook reflects the uncertainty in meeting
the conditions under the agreement, and the resulting risk that
the company would be unable to refinance its indebtedness by the
Jan. 2, 2003 maturity date. If the company is successful in
extending the maturity of its senior credit facility, Fitch
expects that PacifiCare's existing senior debt ratings will
likely be upgraded one notch to 'BB'.


PEGASUS SATELLITE: Posts $285M Losses on $838M Revenues for 2001
----------------------------------------------------------------
Pegasus Satellite Communications, Inc. recognized increased
revenues of $256.1 million to $838.2 million in the year 2001
over 2000. This increase was due to an increase in the number of
subscribers and to a lesser extent higher average revenue per
subscriber. The current year includes 12 months of the revenues
of Golden Sky Holdings that was acquired in May 2000 as well as
12 months of the revenues of the 19 other entities that were
acquired in 2000. The number of subscribers at December 31, 2001
was 1,519,000 compared to 1,403,000 at December 31, 2000, and
the average number of subscribers during 2001 and 2000 was 1.5
million and 1.1 million, respectively. This increase was
substantially due to internal growth. At December 31, 2001, the
Company had exclusive DIRECTV distribution rights to
approximately 7.5 million households. Sales and marketing
efforts have increased Company penetration within its
territories to approximately 20.2% at December 31, 2001 from
18.9% at December 31, 2000.

Average monthly revenue per subscriber was $47.86 and $44.80 for
2001 and 2000, respectively. The increase in 2001 was primarily
due to the impact from the seamless consumer agreement in effect
for 12 months in 2001 versus only three months in 2000 and the
rate increase for the core packages effected in the fourth
quarter 2001, partially offset by unfavorable buy rate trends in
the pay per view and a la carte revenue categories and the
unfavorable migration of subscribers to lower retail priced core
packages.

The seamless consumer agreement with DirecTV became effective in
the fourth quarter 2000. This agreement gives Pegasus the right
to provide its subscribers with additional DIRECTV audio and
video programming distributed by DirecTV from certain
frequencies and to retain a portion of the revenues associated
with this programming. The Company believes that the unfavorable
buy rate and migration trends were reflective of its
subscribers' attempts to reduce demands on their disposable
incomes in response to the effects on them of the general
economic slow down within the United States. Pegasus has revenue
enhancement initiatives underway to reverse or mitigate the
decrease in pay per view and a la carte viewing and the shift to
lower price programming packages. These enhancements include:
(1) enrolling more subscribers to plans with minimum commitment
periods, (2) subscriber evaluation techniques to better direct
subscribers to suitable promotions and plans, and (3) refinement
and expansion of  offers and promotions to consumers. The
Company indicates, though, that it cannot make any assurances
about the success of these initiatives.

The Company has a history of losses, with net losses of $285.2
million, $159.0 million, and $188.3 million in 2001, 2000, and
1999, respectively. Losses have been principally due to the
substantial amounts incurred for subscriber acquisition costs,
interest expense, and noncash depreciation and amortization. It
is expected that these amounts will continue to be substantial.
As a result, Pegasus does not expect to have net income for the
foreseeable future.

                             *   *   *

As reported in the December 19, 2001 edition of Troubled Company
Reporter, Standard & Poor's assigned its triple-'C'-plus rating
to the proposed $250 million senior notes due 2010 of Pegasus
Satellite Communications Inc.

The ratings on Pegasus continue to reflect high financial risk
from aggressive, debt-financed DirecTV franchise and subscriber
acquisition activity, which is responsible for negligible
interest coverage, highly negative discretionary cash flows, and
significant capital demands.  Tempering factors include the
company's growing satellite direct-to-home television (DTH)
subscriber base, its position as the largest franchisee of
DirecTV services in rural areas, and recent steps taken to
improve profitability.


PELICAN PROPERTIES: Working Capital Deficit Tops $3.5 Million
-------------------------------------------------------------
Pelican Properties International Corp. has incurred substantial
losses from operations and has a substantial working capital
deficit. The Company incurred a loss from operations and before
income taxes of $2,325,804 for 2001 and had a working capital
deficit as of December 31, 2001 of $3,544,813. These matters
raise substantial doubt about the Company's ability to continue
as a going concern.

Pelican Properties International Corp. was incorporated under
the laws of the State of Florida on June 1, 1990 under the name
Optimum Computing Inc. Its subsidiaries, Ohio Key I, Inc. and
Ohio Key II, Inc., were incorporated under the laws of the State
of Florida on December 19, 1996. In August 1995, the Company
changed its name to Pelican Properties, International Corp.

On August 31, 1995, the Company entered into a Share Exchange
Agreement with the limited partners of the Sunshine Key
Associates limited partnership, a Florida limited Partnership
whereby a 99% interest in the Partnership was transferred to the
Company in exchange for 3,100,000 shares, or 83.6%, of the
Company's common stock. On December 31, 1996, the Partnership
entered into agreements with Ohio Key I, Inc. and Ohio Key II,
Inc., both wholly-owned subsidiaries of the Company pursuant to
which with the Subsidiaries were assigned the assets and assumed
the liabilities of the Partnership including the Sunshine Key RV
Resort and Marina, a resort property located in Ohio Key,
Florida.

Until June 4, 1998, the Company, through the Subsidiaries,
engaged in the ownership and management of the Property. On June
4, 1998, the Company's Subsidiaries sold the Property for a sale
price of $15,750,000 cash. A portion of the proceeds from the
Sale, or $5,589,908, was used to pay all of the Company's long-
term debt (including all debt associated with the Property).
Proceeds were also used to redeem all of the Company's
outstanding, Series A preferred stock and satisfy all other
loans associated with the Property and Partnership. After
provisions for closing costs and the resolution of certain
issues with respect to the Property, the Company placed the
remaining proceeds of the Sale, $8,149,727.15, in an IRS Rule
1031 Exchange Account with the intention of taking advantage of
tax deferral strategies if reinvested in real estate properties
within specified time frames and if certain criteria were met.

On October 15, 1998, the Company, through its Subsidiaries,
purchased the McLure House Hotel and Conference Center (now
Ramada Plaza City Center) located in Wheeling, West Virginia for
$3,200,000 paid in cash and $2,400,000 being financed. The cash
was drawn from the proceeds held in the Company's Rule 1031
Exchange Account.

On November 25, 1998, the Company, through its Subsidiaries,
purchased the Palmer Inn Hotel located in Princeton, New Jersey
for $7,500,000. The Company paid $2,500,000 in cash with the
remaining balance being financed. The cash was drawn from the
proceeds held in the Company's Rule 1031 Exchange
Account.

On November 30, 1998, the Company, through its Subsidiaries,
purchased the Chamberlin Hotel located in Hampton Roads,
Virginia for $5,350,000. The Company paid $2,350,000 in cash
with the remaining balance being financed. The cash was drawn
from the proceeds held in the Company's Rule 1031 Exchange
Account.

As of this date, all assets and liabilities of the Chamberlin
Hotel and the Palmer Inn were transferred by Ohio Key I, Inc.
and Ohio Key II, Inc. to Old Point Comfort Hotel, LLC and Palmer
Inn, Princeton, LLC, respectively, and all assets and
liabilities of the Ramada Plaza City Center were transferred to
Wheeling City Center Hotel, LLC.

For the year ended December 31, 2001, the Company's total
revenues decreased by 12.4 % to $7,314,082, from $8,350,152 for
the year ended December 31, 2000. The change in revenues was
attributable to increased competition in the Princeton, New
Jersey area, limited access (due to increased security) to the
Chamberlin Hotel, located on the army base of Fort Monroe, as
well as a general down-turn of the national economy.

Costs of revenues, consisting of rooms, food and beverage, and
other operating expenses, decreased 17.3% to $3,827,665 for the
year ended December 31, 2001, from $4,633,364 for the year ended
December 31, 2000. The decrease in the cost of revenues
corresponds directly to the decrease in revenues, along with
strict cost control efforts at the properties.

Loss from operations before income taxes increased to $2,325,804
in 2001 as compared to the loss of $1,160,007 in 2000. Net loss
increased to $1,762,804 in 2001 as compared to $421,007 in 2000.
The increase in loss from operations before income taxes was due
to an impairment loss of $1,058,727 incurred at the Chamberlin
as well as tax penalties. The net loss decreased as a result of
an income tax benefit of $563,000 in 2001.

                   Liquidity and Capital Resources

The Company's working capital deficit increased from $3,472,080
at December 31, 2000 to $3,554,813 at December 31, 2001. This
change was due to an increase in current maturities of long-term
debt, an increase in unpaid vendor invoices and unpaid tax
liabilities at December 31, 2001.

As of December 31, 2000, the Company held accounts receivable of
$185,227 as compared to $171,027 at December 31, 2001. This
sustained level is due to several large accounts carrying
balances accumulated in the month of December that would be paid
within thirty days of the dates of the functions that were held
at the hotels. As of December 31, 2000 the Company had accounts
payable and accrued expenses of $1,594,469 as compared to
$2,248,925 at December 31, 2001. The increase is due to the
accumulated accrual of outstanding debts to vendors and tax
liabilities that have remained unpaid through the year's end.

The Company, and its subsidiaries, are overdue in the payment of
certain payroll taxes estimated to be approximately $930,000,
and possibly interest and penalties of unknown amounts.
Management anticipates entering into negotiations with the
taxing authorities in an effort to implement a payment plan for
such unpaid sums. However, there is no assurance that such a
payment plan can be agreed to and in the event the Company is
unable to work out such plan, the Company and its operations
could be thereby materially adversely affected.


POINT.360: Hair S. Bagerdjian Discloses 7.6% Equity Stake
---------------------------------------------------------
Mr. Hair S. Bagerdjian is the beneficial owner of 705,528 shares
of the common stock of Point.360, constituting 7.6% of such
class.  Mr. Bagerdjian has the right to acquire 235,000 of the
705,528 shares pursuant to options that are currently
exercisable.  He has sole power to vote, direct the vote of,
dispose of, and direct the disposition of the shares described.

Mr. Bagerdjian used personal funds in the aggregate amount of
$579,025.82 to acquire 439,019 shares,  acquired 235,000 shares
by grants of stock options from Point.360, and 31,509 shares
were acquired  in consideration of an agreement by which he
guarantees a margin account of another stockholder.

The company, which changed its name from VDI MultiMedia in mid-
2001, provides video and film management services to film
studios and ad agencies. Point.360 offers editing, mastering,
reformatting, archiving, and distribution services for
commercials, movie trailers, electronic press kits,
infomercials, and syndicated programs. Services provided to the
seven major film studios accounted for nearly 40% of VDI's 2000
revenue. Its ad agency clients include Saatchi & Saatchi and
Young & Rubicam. A deal to be acquired by Bain Capital was
terminated in 2000. At September 30, 2001, Point.360 had a
working capital deficit of about $17 million.


POLAROID CORP: Seeks Approval of Asset Sale Bidding Procedures
--------------------------------------------------------------
Pursuant to Bankruptcy Rule 6004(f)(1), Polaroid Corporation
seek Court approval to implement the bidding procedure for the
Debtors' sale of assets that states:

  (a) Qualified Bidders. Under the Bidding Procedures, only
      qualified bidders may submit bids for the Acquired Assets
      or otherwise participate in the Auction. In order to be
      deemed qualified, each person other than OEP must deliver
      to the Debtors:

      -- an executed confidentiality agreement in form and
         substance satisfactory to Polaroid; and

      -- current audited financial statements of the Potential
         Bidder, or if the Potential Bidder is an entity formed
         for the purpose of acquiring the Acquired Assets,
         current audited financial statements of the equity
         holders of the Potential Bidder, or such other form of
         financial disclosure acceptable to the Debtors and
         their advisors, the Committee and the Lenders
         demonstrating such Potential Bidder's ability to close
         a proposed transaction.

      A Qualified Bidder must further produce financial
      information that demonstrates the financial capability of
      the Potential Bidder to consummate the Sale, and be deemed
      by the Debtors in consultation with counsel to the
      Committee and the Lenders, reasonably likely to submit a
      bona fide offer and to be able to consummate the Sale if
      selected as the Successful Bidder;

  (b) Access to Diligent Materials. The Debtors may afford any
      Qualified Bidder the opportunity to conduct a due
      diligence review. The Debtors will designate an employee
      or other representative to coordinate all reasonable
      requests for additional information and due diligence
      access from Qualified Bidders. The Debtors are not
      obligated to furnish any due diligence information after
      the Bid Deadline. Neither the Debtors nor any their
      respective representatives are obligated to furnish any
      information to any person;

  (c) Bid Deadline. A Qualified Bidder who desires to make a bid
      will deliver a written copy of its bid to the Debtors'
      counsel and to Dresdner not later than 12:00 p.m. on June
      4, 2002. Dresdner will then distribute copies of the bids
      to:

        -- Debtors' counsel,
        -- Agent for the Lenders' counsel,
        -- counsel for the Committee, and
        -- counsel of OEP.

      The Debtors must announce the terms of the highest and
      best Qualified Bids received by the Bid Deadline, after
      consultation with the Lenders and the Committee by 5:00
      p.m. on June 5, 2002;

  (d) Bid Requirements. All bids must include these documents:

      (1) a letter stating that the bidder's offer is
          irrevocable until the later of two business days after
          the Acquired Assets have been disposed of pursuant to
          these Bidding Procedures or 30 days after the Sale
          Hearing;

      (2) an executed copy of the Purchase Agreement marked and
          initialed to show those amendments and modifications
          to the agreement that the Qualified Bidder proposes,
          including the Consideration;

      (3) a good faith deposit in the form of a certified check
          or other form acceptable to the Debtors, payable to
          the order of the Debtors in an amount equal to
          $10,000,000 plus 5% of the amount by which the
          consideration offered by the bidder exceeds the
          Consideration provided for in the Purchase Agreement
          with OEP;

      (4) written evidence of a commitment for financing or
          other evidence of ability to consummate the proposed
          transaction satisfactory to the Debtors, the Committee
          and the Lenders; and

      (5) a statement by each Qualified Bidder as to whether
          that Bidder intends to assume any liabilities
          associated with any defined benefit plan sponsored by
          the Debtors;

  (e) Qualified Bids. A bid is considered only if the bid:

      -- is on terms and conditions that are substantially
         similar to, and are not materially more burdensome or
         conditional than, those contained in the Purchase
         Agreement;

      -- is not conditioned on obtaining financing or in the
         outcome of unperformed due diligence by the bidder;

      -- offers consideration of a value at least $7,000,000
         higher than what OEP proposed;

      -- includes a commitment to consummate the sale of some
         or all of the Acquired Assets within not more than 15
         days after entry of an order by the Bankruptcy Court
         approving the sale;

      -- does not request or entitle the bidder to any break-up
         fee, termination fee, expense reimbursement, or similar
         type of payment;

      -- acknowledges and represents that the bidder:

           (i) has had an opportunity to conduct any and all
               due diligence regarding the Acquired Assets prior
               to making its offer,

          (ii) has relied solely upon its own independent
               review, investigation, and inspection of any
               documents and the Acquired Assets in making its
               bid, and

         (iii) did not rely upon any written or oral statements,
               representations, promises, warranties, or
               guaranties whatsoever, whether express, implied,
               by operation of law or otherwise, regarding the
               Acquired Assets, or the completeness of any
               information provided in connection therewith or
               the Auction, except as expressly stated in these
               Bidding Procedures;

     -- is received by the Bid Deadline.

        A bid received from a Qualified Bidder constitutes a
        Qualified Bid only if it includes all the required bid
        documents and meets all the said requirements.
        Notwithstanding the foregoing, OEP will be deemed a
        Qualified Bidder and the Purchase Agreement will be
        deemed a Qualified Bid, for all purposes in connection
        with the bidding process;

  (f) Auction. If the Debtors receive at least one Qualified Bid
      that the Debtors determine is higher or better than the
      bid of OEP, the Debtors must conduct an auction of the
      Acquired Assets, upon notice to all Qualified Bidders who
      have submitted Qualified Bids at 9:00 a.m. on June 7, 2002
      at the New York office of the Debtors' counsel, or such
      later time and place as agreed to by the Debtors and OEP,
      after consultation with counsel to the Committee and the
      Lenders, and which the Debtors notify all Qualified
      Bidders. Only a Qualified Bidder with a Qualified Bid is
      eligible to participate in the Auction. Prior to the
      Auction, the Debtors will give OEP and all other Qualified
      Bidders a copy of the highest and best Qualified Bid
      received. OEP and other parties-in-interests may seek
      review by the Bankruptcy Code of the determination by the
      Debtors whether a bidder is a Qualified Bidder.

      During the Auction, bidding begins initially with the
      highest Qualified Bid and subsequently continues in
      minimum increments of at least $1,000,000 higher than the
      previous bid. Upon conclusion of the Auction, the Debtors,
      in consultation with its financial and business advisors
      and with the agreement of representatives of the Lenders
      and the Committee, will:

      -- review each Qualified Bid or Bids on the basis of
         financial and contractual terms and the factors
         relevant to the sale process, including those factors
         affecting the speed and certainty of consummating the
         Sale, and

      -- identify the highest and best offer for the Acquired
         Assets which highest and best offer will provide the
         largest amount of net value to the Debtors after
         payment of, among other things, the Termination
         Payment, if necessary;

  (g) Court Approval. The Sale Hearing is to be held on June 11,
      2002 but may be adjourned or rescheduled without further
      notice by an announcement of the adjourned date at the
      Sale Hearing. At the Sale Hearing, the Debtors seek entry
      of the Sale Order authorizing and approving, inter alia,
      the Sale:

      -- if no other Qualified Bid is received, to OEP pursuant
         to the terms and conditions of the Purchase Agreement,
         or

      -- if a Qualified Bidder other than OEP submits the
         Successful Bid, to the maker of such Successful Bid.

     Following the Sale Hearing approving the sale of the
     Acquired Assets to the Successful Bidder, if the
     Successful Bidder fails to consummate an approved sale
     because of a breach or failure to perform on the part of
     such Successful Bidder, the next highest or best Qualified
     Bid will be deemed to be the Successful bid and the
     Debtors are authorized, but not required, to consummate the
     sale with the Qualified Bidder submitting such bid without
     further order of the Bankruptcy Court.

As bidding protection to OEP, the Debtors further ask Judge
Walsh to approve the Termination Payment or Expense
Reimbursement.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, tells the Court that OEP has
expended and will likely expend more time, money and energy to
pursue the Sale. In recognition of this expenditure and the
benefits of securing a "stalking horse", the Debtors agreed to
provide the Bidding Protection of $6,000,000 as Termination
Payment and the reimbursement of reasonable expenses.

Mr. Galardi contends that the Bidding Protection is a material
inducement for, and a condition of, OEP's entry into the
Purchase Agreement. Furthermore, Mr. Galardi relates that the
Bidding Protection is fair and reasonable in view of:

  (a) the intensive analysis, due diligence investigation and
      negotiation undertaken by OEP in connection with the
      Sale, and

  (b) the fact that the efforts of OEP have increased the
      chances that the Debtors will receive the highest and
      best offer for the Acquired Assets, by establishing a bid
      standard or minimum for other bidders, placing the
      property of the Sellers' estates in a sales configuration
      mode attracting other bidders to the Auction, and serving
      as a catalyst for other potential or actual bidders, to
      the benefit of the Debtors, their estates, their creditors
      and all other parties-in-interest.

Mr. Galardi notes that OEP is unwilling to commit to hold open
its offer to purchase the Acquired Assets under the terms of the
Purchase Agreement unless the Bidding Procedures Order approves
the Bidding Protections and authorizes the payment of the
Expense Reimbursement and the Termination Payment.

To provide sufficient notice to all parties-in-interest, the
Debtors agree to serve a copy of the motion by first Class mail
and postage prepaid to:

  (1) the office of the US Trustee for the District of Delaware;

  (2) counsel for the Committee;

  (3) counsel for the Agent for the Lenders;

  (4) all entities known to have expressed an interest in the
      Sale Transaction with respect to the Acquired Assets
      since the Petition Date;

  (5) the US Attorney's office;

  (6) the Securities and Exchange Commission;

  (7) counsel for any other official committee appointed in
      these cases;

  (8) all other parties that have file a notice of appearance
      and demand of service of papers in these cases under
      Bankruptcy Rule 2002.

If the Bidding Procedures is approved, the Debtors will then
serve a copy of the Motion and the Order within five business
days from the date of Order entry to:

  (a) the Office of the US Trustee for the District of Delaware;

  (b) counsel for the Committee;

  (c) counsel for the Agent for the Lenders;

  (d) all entities known to have expressed an interest in the
      Sale Transaction with respect to the Acquired Assets since
      the Petition Date;

  (e) all entities known to have expressed or asserted any
      liens, claims or encumbrances in or upon any of the
      Acquired Assets or the Assumed Contracts;

  (f) the US Attorney's office;

  (g) the Securities and Exchange Commission;

  (h) the Internal Revenue Service and any other taxing
      authority known to the Debtors as having a potential lien,
      claim, encumbrances or other interests in all or any part
      of the Acquired Assets, if any;

  (i) counsel for any other official committee appointed in
      these cases;

  (j) parties to governmental approvals or permits;

  (k) parties to the Assumed Contracts;

  (l) all federal, state and local regulatory or taxing
      authorities or recording offices which have a reasonably
      known interest in the relief requested in this Motion;

  (m) the Environmental Protection Agency; and

  (n) all other parties that have file a notice of appearance
      and demand of service of papers in these cases under
      Bankruptcy Rule 2002.

In addition, Mr. Galardi says that the Debtors may also publish
the Notice of Auction and Sale Hearing in The Wall Street
Journal and The New York Times no later than May 22, 2002.

Mr. Galardi argues that the foregoing Notice Procedure to the
Bidding Procedures is sufficient to provide an effective notice
of the Bidding Procedures and the Auction to all potential
interested parties. (Polaroid Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SLI INC: Bank Lenders Waive Technical Default Under Credit Pact
---------------------------------------------------------------
SLI, Inc. (NYSE: SLI), one of the world's largest vertically
integrated lighting manufacturers announced that its senior bank
lenders have agreed to grant the company a waiver on its "going
concern" technical default.

The company said the waiver was for 30 days and would last until
May 15, 2002.

The company also indicated that it is currently negotiating a
long-term amendment with its senior lenders.

Frank M. Ward, Chairman and CEO commented, "The company is
working with the banking community to resolve this issue on a
long-term basis and believes that it will be resolved in a
positive manner given the bank's appreciation for the existing
asset values.  There is no question that the core operating
companies will more than survive and continue to have a long
future".

SLI Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures.  The company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps).  They also offer a comprehensive range
of fixtures.  The company serves a diverse international
customer base and markets, has 31 plants in 30 countries and
operates throughout the world. SLI, Inc. is also the #1 global
supplier of miniature lighting products for automotive
instrumentation.


SERVICEWARE TECHNOLOGY: Nasdaq Okays Transfer to SmallCap Market
----------------------------------------------------------------
ServiceWare Technologies, Inc. (Nasdaq:SVCW) announced that The
Nasdaq Stock Market, Inc. approved its application to transfer
the listing of its shares of common stock from the Nasdaq
National Market to the Nasdaq SmallCap Market.

ServiceWare's common stock will commence trading on the Nasdaq
SmallCap Market effective April 24, 2002. The Company's trading
symbol will continue to be "SVCW".

As a result of its transfer to the Nasdaq SmallCap Market,
ServiceWare's delisting determination will be extended for an
additional 90 days until August 13, 2002. There can be no
assurance that ServiceWare will be able to meet the minimum
maintenance requirements during the extended grace period or
that if its does, it will remain compliant with the applicable
continued listing requirements.

ServiceWare is a leading provider of Web-based knowledge
management solutions for customer service and support.
ServiceWare's eService Suite(TM) software empowers organizations
to deliver superior service, while reducing support costs.
Powered by MindSync(TM), a patented self-learning search
technology, eService Suite enables businesses to develop and
manage a repository of knowledge to effectively answer inquiries
over the Web and in the call center. More than 200 leading
organizations have implemented ServiceWare software including
H&R Block, Northeast Utilities, Amgen, Stream International,
QUALCOMM and Marconi. To know more about the company, visit
http://www.serviceware.comor call 1.800.572.5748.

eService Suite and MindSync are trademarks of ServiceWare
Technologies, Inc. All other trademarks are properties of their
respective owners.


SILVERADO GOLD MINES: Auditors Raise Going Concern Doubts
---------------------------------------------------------
At February 28, 2002, Silverado Gold Mines Ltd. had a working
capital deficiency of $980,200, down from $3,880,540 at February
28, 2001, primarily as a result of renegotiating the repayment
terms of a portion of $2,000,000 convertible debentures and
related interest. The Company is in arrears of required mineral
claims and option payments for certain of its mineral properties
at February 28, 2002, in the amount of $316,500 and therefore,
the Company's rights to these properties with a carrying value
of $315,000 may be adversely affected as a result of these non-
payments.  The Company understands that it is not in default of
the agreements in respect of these properties. The unpaid
mineral claims and option payments are included in current
liabilities at February 28, 2002.

The Company's recent financial statements filed with the SEC
have been prepared on a going concern basis, which assumes the
realization of assets and settlement of liabilities in the
normal course of business.  The application of the going concern
concept and the recovery of amounts recorded as mineral
properties and buildings, plant and equipment is dependent on
the Company's ability to obtain the continued forbearance of
certain creditors, to obtain additional financing to fund its
operations and acquisition, exploration and development
activities, the discovery of economically recoverable ore on its
properties, and the attainment of profitable operations. Current
uncertainty  with regard to these matters raises substantial
doubt about the Company's ability to continue as a going
concern.


STARS AND STRIPES: National Tribune Makes Bid to Reclaim Paper
--------------------------------------------------------------
In a speech before a gathering of World War II, Korea, and
Vietnam veterans, Board Chairman Howard E. Haugerud said the
National Tribune Corporation had made a bid to reclaim the
veterans and military Stars and Stripes newspaper from
bankruptcy.  He called on the court appointed Trustee, to look
beyond the simple dollar bids and to make his first priority the
continued existence of the historic and only independent
veteran's national newspaper.

Haugerud is majority stockholder in the corporation and a former
high level official in the State Department and Defense
Department during the administrations of presidents Kennedy,
Johnson and Nixon.  A military pilot and unit commander, he
served as the paper's publisher and editor-in-chief for nine
years prior to selling the publication, debt free, to a group of
young veteran-businessmen less than two years ago.  Backed by a
Silicon Valley venture firm, the new owners determined the
paper's future lay in having a large Internet presence.  As a
result they borrowed heavily and spent with alacrity.  Today,
the firm, Stars and Stripes Omnimedia reposes in bankruptcy in
the Western District of Pennsylvania listing debts of some $2.6
million.

The former publisher says the bankruptcy was unnecessary.  Among
the other bidders who wished to buy the newspaper while it was
still operating was respected Ogden Inc. who owns some 30 daily
and weeklies across the United States.  Ogden was prepared to
keep the staff in place, pay $400,000 for the trademark and
pledge to continue the Stars and Stripes task of serving the
more than 24 million-member veterans' community.

At that point an official representing the Department of Defense
thought he saw an opportunity to shut down the fiercely
independent paper, often a thorn in the sides of Pentagon brass,
and topped Ogden's bid by $600,000.  Not wishing to get in a
bidding war against an official using bottomless taxpayer funds,
the West Virginia based firm dropped out of the contest.

Haugerud protested the Pentagon's move and appealed to members
of the House and Senate.  The Wall Street Journal weighed in
with a story critical of DOD's maneuver and quoted noted First
Amendment Lawyer, Floyd Abrams: "If the purpose is to avoid
confusion, there must be some other way to do that other than
stifling the speech of an entity that exists in good part to
cover the Pentagon."

After that the DOD official, a holdover from the Clinton
administration who had received a letter of reprimand from the
Secretary of Defense for demonstrating "poor judgment" in an
unrelated matter, backed off.  Shortly thereafter he accepted
employment outside the government.

"Unfortunately," Haugerud said, "the damage had been done.  The
paper ceased publishing without a word of warning or explanation
to its faithful readers, many of whom had subscribed for more
than 50 years.  That type of inexcusable action is devastating
to a newspaper and badly tarnishes any brand name including that
of the universally recognized Stars and Stripes."

During the 1920s, the newspaper first printed by Civil War
soldiers, continued its support of the Spanish American War
veterans, added the causes of World War I vets, ferreted out
corruption in the Pension Bureau and criticized the pathetically
under funded and ill administered former servicemen's benefit
programs.  In the early 1930s, The Stars and Stripes was the
only newspaper in Washington to support the veterans while they
petitioned the Congress for payment of the long promised World
War I bonus.

Since that time the newspaper has acted as ombudsman for
thousands of former service men and women who served in World
War II, Korea, Vietnam and Desert Storm as well as those who
served in the uniformed peace time military.


STYLEMASTER INC: Martha Williams & Partner Buy Assets Back
----------------------------------------------------------
At the conclusion of a Chapter 11 bankruptcy sale in which
Martha Williams and her partner Bill Bailes were able to re-buy
the assets of their company, Williams issued the following
statement:

"While this has been a difficult period for StyleMaster, we are
pleased with the conclusion.  Our overriding concern was to keep
faith with the community, our employees, our vendors, our
customers, and the City of Chicago, all of whom have supported
and encouraged us through these trying times.  I thank them for
their support and they have my promise that their investment
will yield the jobs and economic development for which they've
hoped.

"I am very pleased to continue with my associates as owners of
the enterprise that produces useful and unique plastic-storage
products and provides employment and economic stimulation on
Chicago's South Side."

"I want to take this opportunity to thank the American National
Bank and Trust Co. of Chicago for agreeing to extend its line of
credit so StyleMaster could continue operating until today's
auction was completed."

StyleMaster, Inc., is the nation's largest manufacturing company
owned by an African-American woman.  StyleMaster was recently
forced to file for Chapter 11 bankruptcy protection following a
$7 million shortfall due to Kmart's default on payments.

StyleMaster, a plastics injection molding company at 77th St.
and Columbus Ave. employs more than 160 full-time and temporary
workers at its $50 million facility in the Ashburn community.


TRANSFINANCIAL HOLDINGS: Closes Sale of Fin'l Services Business
---------------------------------------------------------------
TransFinancial Holdings, Inc. (AMEX: TFH), a holding company
located in Lenexa, Kansas, reported that on April 19, 2002, the
company closed on the sale of its financial services operations.

Bill Cox, Chairman of the Board and President of the Company,
stated: "On April 19, 2002, the Company closed on the sale of
its financial services operations. In accordance with the Plan
of Liquidation, as approved at the annual shareholder meeting
held on January 22, 2002, the Company will file a Certificate of
Dissolution within the next few days, after which time trading
in the company's shares will no longer be recorded on the stock
transfer books. Aggregate liquidating distributions are still
expected to be in the previously announced range of $2.50 to
$3.00 per share. Initial distribution is expected to occur
within 90 days after filing the Certificate of Dissolution, but
the timing and amount of the distributions may be adversely
affected by the existing shareholder litigation."


WARNACO GROUP: Inks Settlement Pact with Fruit of the Loom
----------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates seek the
Court's authority to enter into a Settlement Agreement with
Fruit of the Loom, Inc.

Kelly A. Cornish, Esq., at Sidley, Austin, Brown & Wood, in New
York, recounts that Fruit of the Loom appealed the Court's order
rejecting the License Agreement between the parties. To settle
the Dispute, the Debtors and Fruit of the Loom conducted
negotiations to amicably settle the disputes.

Accordingly, the Parties agree that:

  (a) The Termination Agreement is deemed rejected as of
      December 13, 2001;

  (b) The Debtors agree to pay the amount of $500,000 to Fruit
      of the Loom within seven days from the date of entry of
      an order of this Court approving the Settlement Agreement;

  (c) Within five days of receiving the payment from the
      Debtors, Fruit of the Loom agrees to file the appropriate
      pleadings with the District Court to withdraw and dismiss
      with prejudice the Pending Appeal; and

  (d) The Debtors and Fruit of the Loom agree to exchange mutual
      general releases.

Ms. Cornish contends that pursuant to Bankruptcy Rule 9019(a),
the Court should approve the Settlement Agreement because:

  (a) without binding authority from the Second Circuit based
      on the same or similar facts and circumstances at issue
      here, it is difficult to predict with any degree of
      certainty how the District Court will ultimately rule on
      the Pending Appeal;

  (b) the Debtors will incur substantial time and administrative
      expense in defending against Fruit of the Loom's Appeal;

  (c) if Fruit of the Loom wins the Appeal, the Debtors would be
      required to pay the $1,212,500 administrative expense
      Fruit of the Loom demands;

  (d) the continued presence of the Appeal and any subsequent
      appeals poses substantial burdens, costs and risks to the
      Debtors' estate; and

  (e) the settlement amount of $500,000 is fair and reasonable
      if compared to what the Debtors may be liable for if
      Fruit of the Loom wins the Appeal, discounting the other
      costs. (Warnaco Bankruptcy News, Issue No. 23; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


WILLIAMS COMMS: Files for Chapter 11 Reorganization in S.D.N.Y.
---------------------------------------------------------------
Williams Communications Group, Inc. (OTC Bulletin Board: WCGR),
the parent company of Williams Communications, LLC, has entered
into agreements with its principal creditor groups regarding
certain significant terms of a debt restructuring to reduce the
Company's debt by approximately $6 billion through a negotiated
Chapter 11 filing.  Over 90% of the Company's bank lenders were
joined by an ad hoc committee of bondholders in reaching these
agreements.

In order to effectuate the plan, the Company has filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York and expects to file a plan of
reorganization in the near future.

The Company's operating subsidiary, Williams Communications,
LLC, is not expected to be involved in the Chapter 11
reorganization process. Accordingly, the filing is not
anticipated to affect domestic or international business
operations of Williams Communications, which the Company intends
to continue uninterrupted.

"After considering all options, it was determined that a Chapter
11 financial restructuring would be the best method to
restructure the holding company's balance sheet while at the
same time protecting the ability of Williams Communications to
continue operations without interruption," said Howard Janzen,
Chairman and Chief Executive Officer.  "During the Chapter 11
process, Williams Communications' operations and its customer
relationships will have the opportunity to continue, along with
its strong customer commitment and focus."

The Company and its bank lenders and bond holders have entered
into a lock-up agreement pursuant to which the creditor groups
will vote in favor of a plan of reorganization consistent with
the terms outlined in the lock-up agreement.  The lock-up
agreement will remain in place until July 15, 2002, although the
Company may obtain an automatic extension to October 15, 2002,
if it has filed a plan of reorganization and has met certain
other conditions.

The lock-up agreement establishes a framework for a
reorganization in which 100% of the holding company's pre-
petition unsecured claims would be converted into 100% of the
common stock of the reorganized company.  The lock-up agreement
also requires Williams Communications to raise at least $150
million through additional debt or equity investment prior to
approval of the plan of reorganization in order to facilitate
the Company's commitment to prepay $450 million of its bank
debt, $200 million of which was prepaid upon execution of the
lock-up agreement.

The Williams Companies, Inc., the Company's third principal
creditor and former parent, previously agreed not to oppose a
plan of reorganization as long as certain conditions were met.
These conditions include providing for the treatment of certain
of Williams' unsecured claims in a manner substantially
identical to the treatment of other unsecured claims against the
Company, not impairing Williams' claims related to certain
service and lease agreements, and containing other terms related
to the treatment of certain service and lease agreements still
in place following the spin-off of the Company.

After the Company files the proposed plan of reorganization, the
court must first approve the proposed plan and disclosure
statement, which will then be distributed to all members of the
principal creditor groups for approval. Taken as a whole, the
respective agreements signed by the Company's principal creditor
groups establish a framework for the Company's anticipated
Chapter 11 plan.  However, the outcome of this process cannot be
predicted with certainty.

"Williams Communications has a strong customer base and a sound
operation. We believe that with a strengthened balance sheet,
Williams Communications will be better positioned to succeed
over the long-term," Janzen added.

Based in Tulsa, Oklahoma, Williams Communications Group, Inc.,
through its operating subsidiary Williams Communications, LLC,
is a leading broadband network services provider focused on the
needs of bandwidth-centric customers. Williams Communications
operates the largest, most efficient, next-generation network in
North America.  Connecting 125 U.S. cities and reaching five
continents, Williams Communications provides customers with
unparalleled local-to-global connectivity.  By leveraging its
infrastructure, best-in-breed technology, connectivity and
network and broadband media expertise, Williams Communications
supports the bandwidth demands of leading communications
companies around the globe.  For more information, visit
http://www.williamscommunications.com

DebtTrader reports that Williams Communications Group Inc.'s
10.8785% bonds due 2009 (WCG2) are quoted at a price of 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCG2for
real-time bond pricing.


WILLIAMS COMMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Williams Communications Group, Inc.
        One Technology Center
        Tulsa, OK 74103

Bankruptcy Case No.: 02-11957

Type of Business: Williams Communications Group, Inc. is a
                  holding company that, along with its direct
                  and indirect subsidiaries, is a leading
                  broadband network service provider operating
                  a large and efficient, voice and data
                  telecommunication network in North America.

Chapter 11 Petition Date: April 22, 2002

Court: Southern District of New York

Debtor's Counsel: Erica M. Ryland, Esq.
                  Jones, Day, Reavis & Pogue
                  222 East 41st Street
                  New York, New York 10017
                  Tel: (212) 326-3939

Total Assets: $5,992,026,000

Total Debts: $7,153,823,000

Debtor's Largest Unsecured Creditors:

Entity                    Nature of Claim        Claim Amount
------                    ---------------        ------------
The Bank of New York      Indenture Trustee on   $2,530,015,000
Attn: Irene Siegel        Senior Redeemable
Vice President            Notes ($2.53 billion)
5 Penn Plaza                       and
New York, New York 10001  Trustee Fees
Tel: (212) 896-7258       ($15,000)

The Williams Companies,   Unsecured Notes        $2,269,000,000
   Inc.                   ($2.16 billion);
Attn: Jack McCarthy       and
      George Shahadi      Trade Debt
One Williams Center,      ($109 million)
MD 49-1
Tulsa, Oklahoma 74102
Tel: (918) 573-2182

New York Stock Exchange,  Fee                       $1,341,072
   Inc.
Attn: Glenn Tyranski
P.O. Box 4530
Grand Central Station
New York, NY 10163
Telephone: (212) 656-2826


WILLIAMS COMMS: Former Parent Prepared to Deal with Bankruptcy
---------------------------------------------------------------
Williams (NYSE: WMB) said it is prepared for the bankruptcy
filing of its former telecommunications subsidiary and already
has mitigated the impact to Williams' shareholders through
actions related to Williams Communications Group's (OTC Bulletin
Board: WCGR) structured notes and a network lease obligation.

"As previously disclosed, we have already constructively dealt
with the two major contingent liabilities related to Williams
Communications Group that would have been triggered by a
bankruptcy filing," said Steve Malcolm, president and chief
executive officer of Williams.

"We've already written down the receivable from WCGR to
approximately 20 cents on the dollar related to the obligations
referenced above.  We are assessing whether additional non-cash
write-downs will be necessary based on our evaluation of WCGR's
current prospects and the details of today's filing," Malcolm
said.

Currently, the recorded carrying value of these WCGR obligations
to Williams is approximately $455 million (written down from
$2.3 billion). Additionally, WCGR has an obligation to Williams
for the lease of its headquarters building and certain other
assets such as airplanes, furniture and fixtures.  Williams'
current carrying amount of this receivable is $154 million.

"It is not possible to speculate regarding the ultimate
resolution of WCGR's bankruptcy.  As one of three major creditor
groups, however, Williams plans to continue to participate in
constructive dialogue with the other parties in the hopes that
WCGR can work through and emerge from the bankruptcy process in
a fashion that yields the maximum possible recovery," Malcolm
said.

Williams, through its subsidiaries, connects businesses to
energy, delivering innovative, reliable products and services.
Williams information is available at http://www.williams.com


WILLCOX & GIBBS: Court Okays Conversion to Chapter 7 Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
the request of Willcox & Gibbs, Inc. to convert these chapter 11
cases to cases under chapter 7 of the U.S. Bankruptcy Code
effective April 9, 2002.

After the consummation of the Sunbrand and Leadtec sales, Bank
of America advised the Debtors that it is unwilling to continue
to permit use of its cash collateral. Agreeably, the Debtors
determined that the only appropriate course of action open to
them is to promptly convert their chapter 11 proceedings to
chapter 7 liquidation cases.


WINSTAR: Trustee's Move to Extend Lease Decision Time Under Fire
----------------------------------------------------------------
Katharine L. Mayer, Esq., at McCarter & English LLP in
Wilmington, Delaware, urges the Court not to grant Winstar
Communications, Inc. Trustee's motion, the fourth requested
extension on the lease decision period counting that of the
Debtors. Granting the Trustee's motion for extension this time
around, she fears, would increase the property's likelihood of
becoming unrentable, thus placing an enormous burden on Semicon
in mitigation expenses.

Ms. Mayer insists that the Trustee not be granted extension to
familiarize herself with the leases that the Debtors are a party
to since this would impose the burden of unpaid expenses to
Semicon. The Trustee, she adds, can confer with the Debtors and
the Buyer, who have had a year to make themselves familiar with
the leases, to assess such leases.

Semicon Business Park, Ltd., Successor-In-Interest to Brock
Spavinaw Partnership, Ltd., and the Debtors are parties to a
lease agreement where the Debtors agreed to lease approximately
11,880 square feet of improved real property located at 3012
Montopolis Drive, Building 3, Austin, Texas.  The base monthly
rent for the property is approximately $8,910 plus fees. As of
the Petition Date, Debtors owed to Semicon a total of $6,579 for
rent for the period of April 1, 2001 through April 17, 2001.

                       Bush Street Objects

Carl N. Kunz III, Esq., at Morris, James, Hitchens & Williams
LLP in Wilmington, Delaware, asserts that under each license
agreement the Debtors owed substantial amounts that to be paid
as administrative expenses. The Debtors, however, have not paid
the amounts due.

Mr. Kunz states that the Trustee, in seeking for an extension
for an additional six months, has done so without giving the
objectors any guarantee of payment, with no realistic ability to
pay and without establishing cause. With that, Bush Street asks
the Court to deny the Trustee's motion as the Debtor's creditors
have borne the brunt of the mismanagement of their businesses.

The objectors' do not understand how the Trustee's motion to
extend the lease decision period help in the fulfillment of her
duties to expeditiously liquidate the estates for the benefit of
the creditors. As a result, Mr. Kunz asks the Court to deny the
Trustee's motion and decree that unless the Debtors' agreements
with the objectors are assumed, that such agreements be deemed
rejected effective April 20, 2002 without further order.

                   Bright Properties West Objects

The California-based Bright Properties West Inc. is landlord to
the Debtors for office space located on the third floor of One
America Plaza, 600 West Broadway, San Diego, California. The
unpaid post-petition rental obligations under the lease totals
$145,867 and was due and outstanding when the Debtors' Chapter
11 case was converted to Chapter 7.

Paul J. Dougherty III, Esq., McCarter & English LLP in
Wilmington, Delaware, tells the Court that the Trustee's
requested extension is unreasonable given the fact that it has
been 17 months since the Petition Date. Bright Properties
dissuades the Court from granting the Trustee's request because
of:

A. the Debtors failure to pay the rent reserved in the lease;

B. damage to the lessor by the Debtor's continued occupation of
   the land with failure to pay taxes; and

C. the Debtor's failure to formulate a Reorganization Plan when
   they have had more than ample time to do so.

                            TST Objects

The Debtors and TST Woodland Funding I LLC, Successor-In-
Interest to TST Southpointe I LLC and Tishman Speyer Properties
LP, are parties to a Deed of Lease for an improved real property
in Herndon, Virginia. The Debtors, although continuing to have
full access to the premises, defaulted in payment of rents and
other amounts due to the lessor under the lease. As of December
19, 2001, the Debtor owes TST $952,227 for post-petition rents
and other amounts. Certain entities owned by Tishman Speyer also
entered into 39 non-exclusive Antenna License Agreements with
the Debtors pre-petition, which permits the Debtors to install
on designated rooftop space and, subject to approval, to install
other communications and connecting equipment. The Debtors are
also in default in the payment of such agreements.

Like the counsel for the other creditors, Emily A. Miller, Esq.,
at Hogan & Hartson LLP in Wilmington, Delaware, urges the Court
to deny the Trustee's motion to extend the lease decision
deadline, primarily because of the lack of basis. This is shown
by the fact that the Debtors have existing pre-petition and
post-petition defaults, are cash-strapped and have already spent
a significant portion of time attempting to sell their assets.
If the lease decision period is extended again, TST is brushing
against the very tangible risk of once again having its
marketing efforts thrown into disarray.  This results in
significant additional expense for the lessor and a chilling
effect on the marketing of the premises.

                           Qwest Objects

Carl N. Kunz III, Esq., at Morris, James, Hitchens & Williams
LLP in Wilmington, Delaware, alleges that the requested
extension of time by the Chapter 7 Trustee only provides IDT
with more time to attempt a so-called end-run around the
assumption process to obtain the same contractual rights as
Qwest to the Debtors. (Winstar Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
April 25-27, 2002
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Rittenhouse Hotel, Philadelphia
            Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

April 28-30, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      4th International Conference
         Jurys Ballsbridge Hotel -  The Towers, Dublin, Ireland
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

May 13, 2002 (Tentative)
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Association of the Bar of the City of New York
         New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 15-18, 2002
   ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
      18th Annual Bankruptcy and Restructuring Conference
         JW Mariott Hotel Lenox, Atlanta, GA
            Contact: (541) 858-1665 Fax (541) 858-9187 or
                     aira@airacira.org

May 24-27, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      54th Annual New England Meeting
         Cranwell Resort and Gold Club, Lenox, Massachusetts
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

May 26-28, 2002
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency 2002 Conference
         Dublin, Ireland
            Contact: Tel +44 207 629 1206 or member@int-bar.org
            or http://www.ibanet.org

June 6-9, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 13-15, 2002
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Seaport Hotel, Boston
            Contact: 1-800-CLE-NEWS or
                     http://www.ali-aba.org/aliaba/cg097.htm

June 20-21, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Fifth Annual Conference on Corporate Reorganizations
         Fairmont Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

June 27-29, 2002
   ALI-ABA
      Chapter 11 Business Reorganizations
         Fairmont Copley Plaza, Boston
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 27-30, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or Nortoninst@aol.com

July 11-14, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Cape Cod, MA
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 12-17, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      108th Annual Convention
         Grand Summit Hotel, Park City, Utah
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

July 17-19, 2002
   ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or
                     aira@airacira.org

August 7-10, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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 ***