TCR_Public/020506.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Monday, May 6, 2002, Vol. 6, No. 88

                           Headlines

ANC RENTAL: Subordinates Inter-Company Debt to UK Lenders' Loans
AEI RESOURCES: Will Ask Court to Approve Emergence Early May
ADELPHIA COMMS: Will Likely Restate Previous Annual Results
ALLIED HOLDINGS: Taps KPMG to Replace Andersen as Accountants
AMERICAN ENERGY: Expects to Close Debt Restructuring Talks Soon

AMTRAN INC: Sets Annual Shareholders' Meeting for May 13, 2002
ATCHISON CASTING: KPMG Replacing Deloitte & Touche as Auditors
AURORA FOODS: Has $23M Working Capital Deficit at March 31, 2002
BANYAN STRATEGIC: Inks Pact to Sell Georgia Property for $20.5MM
BARRON FABRICATIONS: Case Summary & 20 Largest Unsec. Creditors

BEA CBO 1998-2: S&P Places B+ Class A-3 Rating on Watch Negative
BORDEN CHEMICALS: Committee Wants to Convert Case to Chapter 7
BRIGHTSTAR INFO: Posts Improved Financial Results for Q1 2002
CLASSIC COMMS: Cable Unit Enters Amendment to DIP Facility
CASUAL MALE: 13-Hour Auction Yields $170MM Bid by Designs, Inc.

CASUAL MALE: Hearing on Asset Sale to Designs Inc. Tomorrow
COMDISCO INC: Seeks Approval of Voting & Solicitation Procedures
CORRECTIONS CORP: Consummates Comprehensive Refinancing Plan
COVANTA ENERGY: Intends to Indemnify KKR & Pay $2.5 Million Fee
EARFUL OF BOOKS: Taps Strasburger to Explore Reorg. Alternatives

ENRON CORP: Seeks Approval of $777M Wessex Sale to YTL Utilities
ENRON CORP: Terminates U.S. Gypsum Derivative Swap Agreement
ENRON: Presents Process to Separate Core Assets from Bankruptcy
ETHYL CORP: Lenders Agree to Extend Loan Facility to March 2003
EXIDE: US Trustee Appoints Official Unsec. Creditors' Committee

EXODUS COMMS: Asks Court to Approve Stipulation with Sabey & IGE
FASTCOMM COMMS: Files Voluntary Chapter 11 Petition in Virginia
FASTCOMM COMMS: Case Summary & 20 Largest Unsecured Creditors
FEDERAL-MOGUL: Pushing for Interim Compensation Order Amendment
FEDERAL-MOGUL: First Quarter Net Sales Slide-Down 7% to $1.3BB

FLAG TELECOM: Honors $3.2MM Prepetition Employee Obligations
FLORSHEIM GROUP: Court to Consider Weyco Asset Sale on Friday
FLORSHEIM GROUP: Weyco Group Pitches Best Bid for Certain Assets
GLOBIX CORP: Secures Court Nod to Hire Skadden Arps as Attorneys
HEARTLAND TECH: Liquidation Likely if Debt Workout Talks Crumble

HOULIHAN'S RESTAURANTS: Hires Neill for Tax Reduction Work
ICH CORP: Obtains Open-Ended Lease Decision Period Extension
IT GROUP: Gets Permission to Hire Ordinary Course Professionals
IT GROUP: Shaw Group Completes Acquisition of Assets for $105MM
INTEGRA INC: Stuart Piltch Buys-Back Global Benefits Solutions

INTELLIGROUP: Falls Below Nasdaq Minimum Listing Requirements
INT'L TOTAL: Closes Sale of Comm'l Security Business to Willard
KAISER ALUMINUM: Signing-Up Resources Connection as Consultant
KMART CORP: Penske Settlement Nets $6 Million Cash for Debtors
LERNOUT & HAUSPIE: Wants Solicitation Period Extended to June 17

LASON INC: Delaware Court Confirms Plan of Reorganization
LODGIAN INC: Court Approves David Hawthorne Employment Agreement
MKR HOLDINGS: Sets May 7, 2002 Record Date for Liquidation
MERISTAR HOTELS: Inks Merger Agreement with Interstate Hotels
MIDWAY AIRLINES: S&P Withdraws D Rating on Class D Certificates

MILLENIUM SEACARRIERS: Court Okays Thacher Proffitt as Counsel
MPOWER HOLDING: Plan Confirmation Hearing Set for July 17, 2002
NTL INCORPORATED: Prenegotiaed Chapter 11 Filing Expected Today
NATIONAL STEEL: Taps Deloitte Consulting as Reorg. Consultants
NEWPOWER: Says Consumer Group's PUC Petition Misrepresents Facts

OPTICAL DATACOM: Trustee Seeks More Time to Decide on Leases
PERSONNEL GROUP: Taps UBS Warburg to Review Deleveraging Plans
PHOENIX INT'L: Third Quarter Net Loss Plummets to "Only $179K"
PILLOWTEX CORP: Intends to Assume 10 U.S. Bancorp Lease Pacts
POLAROID: Hearing on Settlement Pact with Prepet. Lenders Today

SILVERLEAF RESORTS: Completes Exchange Offer for 10-1/2% Notes
STANDARD AUTOMOTIVE: AMEX to Delist Shares by May 13, 2002
STAR TELECOMMS: Disclosure Statement Hearing Set for May 14
TEKNI-PLEX INC: S&P Rates $40MM Senior Subordinated Notes at B-
UNIFORET INC: Court Extends CCAA Protection thru June 26, 2002

USOL HOLDINGS: Fails to Meet Nasdaq NM Listing Standard
VICON FIBER OPTICS: Todres & Co. Expresses Going Concern Doubts
WILLIAMS COMMS: Will Continue Using Existing Bank Accounts
WORLDCOM INC: First Quarter Revenues Slide-Down 2% to $5 Billion
WORLDCOM: Bernard Ebbers Bids Goodbye as President, CEO & Direc.

WORLDCOM: S&P Warns of Possible Downgrade on BBB Credit Rating
WORLDWIDE MEDICAL: Auditors Doubt Ability to Sustain Operations

* BOND PRICING: For the week of May 6 - May 10, 2002

                           *********

ANC RENTAL: Subordinates Inter-Company Debt to UK Lenders' Loans
----------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates sought and
obtained authorization from the Court to subordinate certain
inter-company debt of certain non-debtor foreign subsidiaries to
the debt of the UK subsidiaries to the UK Lenders.  Some of the
prominent UK subsidiaries include ANC Rental Corporation Ltd.,
ANC Rental Corp. (UK) Ltd., ANC Rental Corporation (Holdings)
Ltd., ANC Rental Corporation (Group) Plc, and ANC Rental
Corporation (Franchising) Ltd.

According to Bonnie Glantz Fatell, Esq., at Blank Rome Comisky
McCauley LLP in Wilmington, Delaware, the UK Lenders have
requested that the Debtors obtain Bankruptcy Court approval to
subordinate any pre-petition inter-company liabilities of the UK
Subsidiaries to the Debtors to the liabilities of the UK
Subsidiaries to the UK Lenders. This is in connection with the
consummation of a $28,000,000 working capital facility between
the UK Subsidiaries and certain lenders and the UK Lenders
agreement to extend their existing approximately $395,000,000
fleet financing facilities for twelve months. This subordination
does not apply to any inter-company receivables due to the
Debtors that accrue post-petition, which remain payable in
accordance with their terms.

On a net basis, Ms. Fatell relates that the UK Subsidiaries are
owed by the Debtors an inter-company receivable of approximately
$58,200,000, as reflected on the Debtors' Statement of Financial
Affairs. The UK Lenders have asked that the Debtors seek the
relief requested in this Motion, because the UK Subsidiaries
have a $60,700,000 inter-company liability to the Debtors on
their books. The difference between inter-company balances in
the UK statutory financial statements and the US GAAP financials
is due to the fact that an aggregate inter-company receivable of
$118,900,000 from the UK Subsidiaries was forgiven by certain of
the Debtors during the years preceding the bankruptcy filing and
was contributed to the equity of the UK Subsidiaries. Under the
UK GAAP requirements, Ms. Fatell explains that this entry was
not made on the statutory UK financials, which still reflect a
net inter-company loan due to certain Debtors and
correspondingly less equity. The UK Lenders' concern is that,
regardless of the US GAAP treatment of these inter-company
items, and regardless of how these inter-company items are
carried on the books of the Debtors, the UK Subsidiaries show a
substantial inter-company payable to ANC in its audited
financial statements.  This amount is payable on demand, but, if
demanded, would jeopardize the UK Lenders' prospects of a full
recovery with respect to their loans. Accordingly, this
bookkeeping difference has caused concern with the UK banks and
has delayed the closing of the UK Financing Transaction.

Ms. Fatell informs the Court that the UK Lenders have stated
that they will not enter into the Transaction with the non-
debtor UK Subsidiaries without a Bankruptcy Court Order
authorizing the Debtors to subordinate the Inter-company Debt
owed to the Debtors by the UK Subsidiaries. The UK Financing
Transaction is critical to the ongoing success of the UK
Subsidiaries. Any liquidity problems with the Debtors' European
operations may be viewed by the Debtors' suppliers and customers
as a sign of weakness in the Debtors' global business, which may
impact negatively on the Debtors' restructuring efforts. In
addition, the Debtors' UK operations represent the primary
source of revenue from their European operations.  These were
profitable last year and are projected to be profitable again
this year. (ANC Rental Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AEI RESOURCES: Will Ask Court to Approve Emergence Early May
------------------------------------------------------------
AEI Resources Holding, Inc., a major U.S. coal producer in
Central Appalachia, the Illinois Basin and the Rocky Mountains,
intends to become Horizon Natural Resources Inc. when its Plan
of Reorganization takes effect.

"Everything that we have accomplished in our restructuring of
the Company sets the stage for what is to come," said Chairman
and Chief Executive Officer Donald Brown. "We are enthusiastic
about our new name. It defines us and defines our industry. It's
about having a bright future. It's about having a product that
is natural. It's about providing a resource that is domestic,
plentiful, low-cost and accounts for more than half the energy
generated in this country."

AEI said it will ask the Bankruptcy Court judge to approve a
name-change certificate at the same time that it approves the
Company's emergence from Chapter 11 proceedings, which is
expected in early May.

Selection of the name was open to all employees, and a total of
572 suggestions were received from 173 employees at all levels,
from engineers to miners in the field and from the chairman to
secretaries at headquarters.

"This demonstrates the energy and dedication of our employees
and their commitment to playing a role in determining their
future and ours," Mr. Brown said.

He said the Company will concentrate its energies on three areas
in the future: reinforcing safety, improving profits and
reducing debt. "Safety and loss control will continue to be a
top priority of all employees. Management will focus on
obtaining maximum cost reductions and productivity improvements
at each operation. We hope to continue to pay down debt to
enhance financial flexibility."

The Company's Plan of Reorganization was confirmed April 12 by
the U.S. Bankruptcy Court for the Eastern District of Kentucky
in Lexington. It is expected to take effect in early May after
final documentation is completed. AEI and its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code on February 28, along with a pre-packaged
debt-restructuring plan that was unanimously approved by its
voting secured lenders, senior noteholders and subordinated
noteholders. Under the plan, the Company's pre-petition debt of
approximately $1.3 billion will be reduced to approximately $925
million of restructured debt.

In addition to the name change, a new Board of Directors and a
management realignment also will take effect as of the effective
date of the reorganization, as previously announced. At the same
time, the Company will gain access to its $250 million exit
financing facility from Deutsche Bank, which will be used to
repay the its debtor-in-possession facility and will be
available to supplement cash flow to fund day-to-day operations
and capital expenses.

The Company is the fourth-largest steam coal producer in the
United States as measured by revenues and the second-largest
steam coal producer in the Central Appalachian coal region as
measured by production. The Company produced 46 million tons of
coal in 2001. The Company primarily mines and markets steam coal
from mines in Kentucky, West Virginia, Tennessee, Indiana,
Illinois and Colorado. Its 27 surface mines and 17 underground
mines are operated in three regions -- Central Appalachia, the
Illinois Basin and the Rocky Mountains.


ADELPHIA COMMS: Will Likely Restate Previous Annual Results
-----------------------------------------------------------
Adelphia Communications Corporation (Nasdaq: ADLAE) has reached
a tentative conclusion with respect to the accounting treatment
for certain matters related to its co-borrowing agreements,
which it expects will result in a restatement of its previously
issued annual financial statements for 1999 and 2000 and interim
financial statements for 2001. The Company's tentative
conclusions are subject to completion of its annual audit. The
Company is continuing to work with its independent auditors,
Deloitte & Touche LLP, to complete its annual audit.

The Company has tentatively concluded that it should reflect
borrowings and related interest expense under certain co-
borrowing arrangements associated with amounts payable directly
or indirectly by certain Rigas family owned entities, primarily
incurred in connection with other Rigas entities which purchased
Adelphia securities, as liabilities in its consolidated
financial statements, with a corresponding decrease in
shareholders' equity. These borrowings approximated $1.6 billion
as of December 31, 2001. They were approximately $1.2 billion as
of December 31, 2000 and $700 million as of December 31, 1999.

As previously announced, the Company has been delayed in issuing
its Annual Report on Form 10-K. As a result of this delay, the
Company has received notices of default on its parent company
public indentures. The notices of default, received April 25,
2002, have at least a 60-day period within which to cure by
issuance of the Company's compliance certificates for 2001 and
related financial statements. The Company intends to issue a
press release indicating its anticipated timing for filing its
Form 10-K as soon as practicable.

In addition, under certain of the Company's subsidiary credit
agreements with various financial institutions and which
subsidiary credit agreements are the principal source for
borrowings by the Company, the Company was required to provide
to those institutions 2001 audited financial statements
and related compliance certificates for the borrowing groups by
April 30, 2002. Because of the continuing review, the Company
has not yet been able to provide such borrowing group financial
statements and certificates and as a result is in potential
default on certain of its credit agreements. As a result of
these potential defaults, and although the Company has a cure
period of 30 days, the Company's subsidiaries may not be able to
borrow further funds under these subsidiary credit agreements
unless the deficiencies are cured, or waivers are obtained from
the required lenders, within the cure periods. If these
deficiencies are not timely cured or waived, then the relevant
lenders would be entitled to exercise other creditors' remedies.
In one circumstance involving the Company's subsidiary
UCA, where the credit agreement required, without a period for
cure, that the financial statements and certificates be provided
by April 30, 2002, the Company has successfully obtained a
waiver of default from the relevant financial institutions until
at least May 16, 2002.

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

DebtTraders reports that Adelphia Communications's 10.875% bonds
due 2010 (ADEL10USR1) are quoted between 86.75 and 87.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ALLIED HOLDINGS: Taps KPMG to Replace Andersen as Accountants
-------------------------------------------------------------
On April 2, 2002, Allied Holdings, Inc. dismissed its
independent public accountants, Arthur Andersen LLP, pursuant to
the direction of its Audit Committee and Board of Directors, and
on April 2, 2002, the Board of Directors engaged the services of
KPMG LLP as its new independent auditors pursuant to the
direction of its Audit Committee and Board of Directors.

Allied is the largest North American motor carrier specializing
in the transportation of new and used automobiles and light
trucks.

DebtTraders reports that Allied Holdings Inc.'s 8.625% bonds due
2007 (HAUL07USR1) are trading between 84 and 87. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAUL07USR1
for real-time bond pricing.

                        *   *   *

As previously reported in the March 5, 2002 issue of the
Troubled Company Reporter, Standard & Poor's on February 27,
2002, affirmed its 'B' corporate credit rating on automobile
transporter Allied Holdings Inc., and at the same time, removed
the ratings from CreditWatch. The action reflects Allied
Holdings' announcement that it has refinanced an unrated $230
million revolving credit facility and $40 million in unrated
subordinated debt.


AMERICAN ENERGY: Expects to Close Debt Restructuring Talks Soon
---------------------------------------------------------------
American Energy Services Inc. (OTCBB:AEYS) said that significant
progress has been made on its plan for debt restructure. AES
President Pat Elliott said, "We are 70% into final negotiations
with major lenders and creditors. We feel confident that we can
complete these negotiations by late May to mid-June." This
restructure, by significantly reducing the debt, will assist
AES in attracting the necessary capital for executing on its
acquisition strategy, which will be in keeping with the plan of
growth by accreted acquisition.

On the market front, Elliott noted that AES' increased bidding
activity with the United States Department of Defense (DOD) has
begun to bear fruit. "We have been notified by the U.S. Navy
that AES is the successful bidder on a number of DOD valve
requirements," commented Elliott.

AES is proud to participate in these highly technical, precision
products that serve our nation's needs, such as acoustically
modulated noise abatement valves (ARDBall(TM)) for the U.S.
Navy; high pressure exotic alloy flow control valves; and
aluminum bronze, titanium-lined corrosive application valves.

Additional announcements on these new events at AES will be
forthcoming as the plan progresses.

Founded in 1987, American Energy Services Inc. (OTCBB:AEYS)
designs, engineers, manufactures, markets and services over 300
standard and specialty valves of varying sizes and pressures
used to regulate the movement of liquids, gases and solid
materials. AES is a licensed API monogram holder and its valves
are manufactured according to the specifications of the American
Petroleum Institute (API) and are ISO 9000 approved. The company
markets its products in over 31 countries on six continents to a
broad range of industries including petrochemical, plastics,
energy, utility, engineering, construction and power generation.
The company's clients include manufacturers, producers,
processors, transporters and refiners of oil and natural gas,
mining and mineral processing, plastic and petrochemical
processing and power generators. The company owns three
patents and has three trademarks AEV, AES and AES Accuseal 500.

For more information, visit the company's Web site
http://www.aesvalves.com


AMTRAN INC: Sets Annual Shareholders' Meeting for May 13, 2002
--------------------------------------------------------------
The Annual Meeting of Shareholders of Amtran, Inc. will be held
on Monday, May 13, 2002, at 9:00 a.m. at the Company's
headquarters located at 7337 West Washington Street,
Indianapolis, Indiana. At the meeting, the shareholders will
consider and take action on the following:

              1. Election of seven Directors: J. George
Mikelsons, John P. Tague, Kenneth K. Wolff, James W. Hlavacek,
Robert A. Abel, Andrejs P. Stipnieks and Dr. Claude E. Willis,
each for a term of one year;

              2. Ratification of Ernst & Young LLP as independent
accountants for the fiscal year ending December 31, 2002;

              3. Adoption of an amendment to Article I of the
Company's Articles of Incorporation to change the name of the
Company to ATA Holdings Corp.; and

              4. Transact any other business properly brought
before the Annual Meeting or any adjournment thereof.

Shareholders of record at the close of business on March 13,
2002, will be entitled to vote at the Annual Meeting and any
adjournments thereof.

Amtran's American Trans Air (ATA) subsidiary offers scheduled
flights to more than 30 destinations (mostly US) and chartered
passenger services to tour operators and the military. US and
European tour groups charter ATA's planes for destinations
worldwide, paying a fixed price for the use of a full crew,
baggage handling, and catering. ATA's scheduled flights are
mainly from Chicago Midway and Indianapolis airports to leisure
spots such as Florida and Hawaii and major business centers.
Founder and chairman George Mikelsons owns 72% of Amtran and has
agreed to buy the rest.

At September 30, 2001, Amtran reported total assets of  $1.26
billion and total liabilities of $1.05 billion.


ATCHISON CASTING: KPMG Replacing Deloitte & Touche as Auditors
--------------------------------------------------------------
On April 16, 2002, the Board of Directors of Atchison Casting
Corporation, upon the recommendation of the Company's Audit
Committee, approved a resolution (i) to dismiss Deloitte &
Touche LLP as the Company's independent auditor, effective upon
management's notification of Deloitte of the dismissal
on April 16, 2002; and (ii) concurrent with such notification,
to engage KPMG LLP as the Company's independent auditor.

Deloitte's audit report on the consolidated financial statements
of the Company for the year ended June 30, 2001 included an
explanatory paragraph concerning the Company's ability to
continue as a going concern. Deloitte's audit report on the
restated consolidated financial statements of the Company for
the year ended June 30, 2000 included explanatory paragraphs
emphasizing that the consolidated financial statements had been
restated and that certain debt had been classified as current
due to debt covenant violations.

Following the completion of its audits of the consolidated
financial statements of the Company for the years ended June 30,
2001 and 2000 (as restated), Deloitte reported to, and discussed
with, the Audit Committee of the Company that certain matters
that it considered to be reportable conditions under standards
established by the American Institute of Certified Public
Accountants were noted in the internal control of the Company.
According to Deloitte, these conditions related to ineffective
operation of established policies and procedures in place for
the review of foundry accounting and reporting information in
the years ended June 30, 2001 and 2000, and to ineffective
monitoring of the cash reconciliation process in the year ended
June 30, 2000.

While the Company does not believe that the matters considered
to be reportable conditions by Deloitte are required to be
disclosed under the rules and regulations promulgated by the
Securities and Exchange Commission, the Company is disclosing
them at the request of Deloitte. The Company has authorized
Deloitte to respond fully to inquiries from KPMG, as the
successor independent auditor of the Company, concerning such
matters.

ACC produces iron, steel and non-ferrous castings for a
widevariety of equipment, capital goods and consumer markets.

ACC, as of September 30, 2001, had a working capital deficiency
of about $44.4 million.


AURORA FOODS: Has $23M Working Capital Deficit at March 31, 2002
----------------------------------------------------------------
Aurora Foods Inc. (NYSE: AOR), a producer and marketer of
leading food brands, announced results for the first quarter,
which showed that the Company continues to make steady progress
in its turnaround. Additionally, the Company announced that it
was taking a pre-tax charge of $20.1 million in the quarter,
primarily to net sales and is principally a result of continued
processes and systems improvements. Including this charge, the
net loss for the quarter that ended March 31, 2002, was $12.9
million, before the cumulative effect of accounting changes,
compared with a net loss of $7.8 million in the same year-ago
period.

"This has been a quarter of good progress in our turnaround,"
said James T. Smith, Chairman and Chief Executive Officer of
Aurora Foods. "In line with our strategy to build long-term
growth, we are registering steady unit-volume increases overall,
and we are reducing unnecessary costs throughout the business.
Most importantly this quarter, our brands are growing, our costs
are declining and our business is getting stronger."

Net sales for the quarter were $215.8 million, excluding the
charge, compared with $230.1 million a year ago. Including the
charge, net sales for the quarter were $198.1 million.

Also, Aurora Foods' March 31, 2002 balance sheet showed that its
total current liabilities exceeded its total current assets by
around $23 million, while its total shareholders' equity is down
by about $100 million to $403 million, as compared to the
previous quarter's.

                Unit Volume Continues to Improve

In the quarter, Aurora reported that unit volume increased 0.3%
versus year ago, which means unit volume has improved on a year-
over-year basis in every one of the last six consecutive
quarters since the turnaround began. The strong volume of most
baking-related and breakfast products was offset by a
significant decline in Van de Kamp's seafood. Stronger-than-
expected industry sales of private-label shrimp during Lent
reduced the sales and consumption of traditional fish products.
Conversely, Mrs. Paul's volume increased slightly versus year
ago behind the introduction of its new Shrimp Bowl meals, which
offset a similar decline in its fish products. On a six-month
basis, total Company unit volume has increased 4.6% versus
year-ago levels.

                Cost-Cutting Initiatives Continue
                    to Help Drive Turnaround

The Company also announced that it continues to make significant
progress on its strategy to drive out unnecessary costs from the
business. In the quarter, excluding the charge, Aurora reduced
total marketing costs by $8.0 million even while unit volume was
increasing.

In addition, the Company reduced distribution and fixed- and
variable-manufacturing costs by $2.6 million in the quarter.
Part of that savings came from moving distribution to the newly
purchased St. Elmo facility, which is expected to produce
savings of approximately $5 million in 2002 and approximately $8
million on an annualized basis.

                     Company Takes Charge

The Company also recorded a charge of $20.1 million in the
quarter, with the majority covering trade-promotion expenses,
reflected in net sales.

"The Company has faced an enormous number of challenges since it
launched its turnaround," Mr. Smith said. "These challenges have
included difficulties in identifying reliable information to
accurately estimate our costs across many departments in the
Company, and were especially compounded by bankruptcy of our
sales broker in 2001. Faced with this reality, we have steadily
built our business, while putting in place the necessary
processes and data systems to adequately manage the business.
The new processes we have in place represent the culmination of
our hard work to understand the business we inherited. These new
processes are now allowing us to manage our business with a much
higher degree of certainty."

                     Building the Brands

Aurora introduced several important line extensions in the first
quarter, including Duncan Hines Candy Shop brownies, Lender's
New York Style bagels and Mrs. Paul's Shrimp Bowls. In addition,
in the last few weeks, the Company joined with Wal-Mart to
introduce a new line of Lender's Premium Cream Cheese, which is
shipping to over 500 Wal-Mart Super Centers. These are just a
few examples of the types of products that will help the Company
expand the appeal of its already strong brands. The overall
general growth of Aurora's brands can be seen in the attached
unit market share summary.

             Adopting New Required Accounting Rules

The Company also adopted two new accounting rules in the quarter
that all companies are required to adopt in 2002.

In accordance with Statement of Financial Accounting Standard
No. 142, new guidelines on Goodwill and Other Intangible Assets,
Aurora discontinued the amortization of goodwill and indefinite
lived intangibles reducing amortization expense for the period
by approximately $8.8 million and recorded a non-cash after-tax
adjustment of approximately $95 million in the first quarter of
2002 to recognize an impairment in the value of its trade names.
During the second quarter, the Company will be defining its
reporting units, as required by the standard, as a first step in
determining the extent, if any, of any impairment to its
goodwill. The Company will report any impairment to its goodwill
as soon as reasonably possible and in any event before year end.

The Company also adopted new accounting rules, which resulted in
certain trade-promotion expenses being reclassified as a
reduction in net sales. The prior year results have been
adjusted to reflect the current year classification.

Based in St. Louis, Missouri, Aurora Foods is a producer and
marketer of leading food brands including Duncan Hines(R) baking
mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country
Kitchen(R) syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs.
Paul's(R) frozen seafood; Aunt Jemima(R) frozen breakfast
products; Celeste(R) frozen pizza and Chef's Choice(R) skillet
meals.

More information about Aurora Foods Inc. may be found on the
corporate Internet Web site at http://www.aurorafoods.com


BANYAN STRATEGIC: Inks Pact to Sell Georgia Property for $20.5MM
----------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) has signed a
contract to sell its Tucker, Georgia property, known as
Northlake Tower Festival Mall, for a gross purchase price of
$20.5 million. The purchaser, West Coast Realty Investors, Inc.,
a Delaware corporation, has deposited $200,000 in earnest
money and is required to deposit an additional $200,000 at the
end of the inspection period.

Northlake Tower Festival Mall is a 322,000 square foot power
center on 38 acres located in suburban Atlanta. It is currently
ninety-eight percent (98%) leased to 49 tenants including Toys
R-Us; Office Max; PetSmart; Haverty's; AMC Theaters and Bally
Total Fitness.

The purchase contract contains a forty-five day inspection
period and is further contingent upon the purchaser obtaining
the approval of General Electric Capital Corp. to assume the
existing first mortgage debt that encumbers the property, which
has an approximate principal balance of $16.8 million. The
purchaser is required to pay any and all assumption fees
charged by GECC. The purchaser may terminate the contract for
any reason during the inspection period without penalty.

The closing of the transaction is currently scheduled to occur
on or before July 17, 2002, unless an extension is required to
complete the debt assumption process. In the event GECC fails to
approve the assumption, and the purchaser has not elected to
avail itself of alternative financing, the contract will be
terminated without penalty to the purchaser.

If the transaction closes at the contract price, the Trust
expects to realize net proceeds of approximately $3.35 million,
or approximately $0.215 per share, after crediting the Purchaser
the amount of the existing Northlake debt (approximately $16.8
million) and paying related closing costs and prorations
(expected to be approximately $0.35 million).

The Trust reiterated that it intends to continue its policy of
making liquidating distributions to its shareholders when, and
as often as, conditions warrant, including as soon as is
practical after a closing. The Trust also noted that pursuit of
the pending litigation between the Trust and its suspended
president Leonard G. Levine is now the primary focus of
the Trust's liquidation activity going forward.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust (REIT) that, on January 5, 2001, adopted a Plan
of Termination and Liquidation. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real
estate property located in Atlanta, Georgia (the subject matter
of this press release), representing approximately 9% of its
original portfolio. As of this date, the Trust has 15,496,806
shares of beneficial interest outstanding.

See Banyan's Web site at http://www.banyanreit.comfor more
information about the company.


BARRON FABRICATIONS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Barron Fabrications, Inc.
         910 West Wilson Street
         Springfield, Minnesota 56087

Bankruptcy Case No.: 02-41570

Type of Business: The Debtor manufactures animal enclosures and
                   feeding systems, and steel utility trailers.

Chapter 11 Petition Date: April 30, 2002

Court: District of Minnesota

Judge: Robert J. Kressel

Debtors' Counsel: Faye Knowles, Esq.
                   Fredrikson & Byron, P.A.
                   1100 International Centre
                   900 Second Avenue South
                   Minneapolis, Minnesota 55402
                   Phone: 612-347-7000

Total Assets: $1,765,342

Total Debts: $2,946,722

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
S&S Sales Inc.             Goods and/or Services      $133,008

Axis Products, Inc.        Goods and/or Services       $60,703

Discount Steel, Inc.       Goods and/or Services       $57,773

Pruden Ventilation Inc.    Goods and/or Services       $57,412

Superior Concrete          Goods and/or Services       $47,985

Farmweld                   Goods and/or Services       $42,931

Voyager Supply & Fab       Goods and/or Services       $40,487

Redneck Trailer Supplies   Goods and/or Services       $39,708

West Central Steel Inc.    Goods and/or Services       $38,726

Greenball Corp.            Goods and/or Services       $36,057

Namasco Corporation        Goods and/or Services       $30,284

Brennan Steel, Inc.        Goods and/or Services       $27,633

Ratner Steel Company       Goods and/or Services       $17,570

American Express           Goods and/or Services       $11,808

Medica                     Goods and/or Services       $11,364

Clements Lumber Redwood    Goods and/or Services        $9,157

Wesbar Corporation         Goods and/or Services        $8,160

Starland H.B. Inc.         Goods and/or Services        $6,898

Cleveland Metal Exchange   Goods and/or Services        $6,328

Springfield Area           Goods and/or Services        $4,000
  Community Center


BEA CBO 1998-2: S&P Places B+ Class A-3 Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's placed its single-'B'-plus rating on the class
A-3 notes issued by BEA CBO 1998-2 Ltd. and co-issued by BEA CBO
1998-2 (Delaware) Corp. on CreditWatch with negative
implications. The triple-'A' ratings on the class A-1L, A-1, and
A-2 notes, based on a financial guarantee insurance policy
issued by Financial Security Assurance Inc. were unaffected by
the action. The CreditWatch placement reflects the continuing
deterioration in the collateral pool credit quality and the
increase in the pool default rate since the rating on the class
A-3 notes was lowered on Dec. 21, 2001 to single-'B'-plus from
single-'A'-minus.

According to the April 2, 2002 trustee report, a total of $61.6
million, or approximately 22.78% of the total collateral pool,
is in default. In addition, the issuer credit rating on one bond
($2.5 million), listed as a performing asset on the trustee
report, was lowered to 'D' on April 3, 2002. The current
performing pool, including the principal cash, has an aggregate
par value of $206.66 million, compared to the effective date
required portfolio collateral amount of $300 million. In
contrast, only $18.6 million of the principal amount of the
liability has been paid down due to the special redemptions
since the transaction's inception.

The transaction is currently failing three out of four
categories in Standard & Poor's issuer rating distribution test.
The obligors with ratings in the triple-'C' and double-'C' range
comprise more than 12.1% of the performing collateral portfolio.
Furthermore, approximately 6.8% of the obligors in the
performing collateral pool are currently on CreditWatch with
negative implications, 3.4% of which are rated in the triple-'C'
and double-'C' range.

The increasing amount of defaulted securities has resulted in
the erosion in the performing collateral principal balance. The
class A overcollateralization test (currently 97.74% versus the
required minimum of 115%) and the class B overcollateralization
test (currently 85.51% versus the required minimum of 104%) have
been out of compliance since December 2000 and May 2000,
respectively. On the previous four payment dates, approximately
$18.6 million in principal was paid to the class A-1L
noteholders because of the special redemptions triggered by
overcollateralization test failures. However, the improvement to
the overcollateralization ratios from the redemptions is
insufficient to bring the overcollateralization tests back into
compliance.

On the positive side, the current weighted average coupon,
9.83%, is still above the minimum requirement of 9%.

In the coming weeks, Standard & Poor's will perform cash flow
analysis and will review the results from the cash flow model
runs and Standard & Poor's default model to evaluate the effect
of the credit deterioration on the current rating for the class
A-3 notes.

               Rating Placed On Creditwatch Negative

              BEA CBO 1998-2 Ltd./BEA CBO 1998-2 Corp.

                Class           Rating
                         To                From

                A-3      B+/Watch Neg      B+


BORDEN CHEMICALS: Committee Wants to Convert Case to Chapter 7
--------------------------------------------------------------
To stem the flow of cash bleeding from the Debtors' estates, the
Official Committee of Unsecured Creditors of the chapter 11
cases of Borden Chemicals and Plastics Operating Limited
Partnership and its debtor-affiliates, asks the U.S. Bankruptcy
Court for the District of Delaware to convert these cases to
liquidation proceedings under chapter 7 of the Bankruptcy Code.

The Committee believes that only through the conversion of these
cases can the Debtors' unsecured creditors be sure that the
liquidation of the Debtors' estates will be handled
appropriately.

According to the Debtors' own monthly financial reports, their
estates have been experiencing a negative cash flow since the
petition date, the Committee points out.

The Committee relates that they have suffered greatly due to the
Debtors' efforts to delay the liquidation of their assets. The
Debtors clearly have no intention of proposing a plan, and this
caused great prejudice to the unsecured creditors. The Committee
believes that the Debtors' delays may have been motivated by a
desire on the part of the Debtors to keep the Geismar Facility
operational until the purported expiration of the Borden Inc.
Indemnity in November 2002.

The Committee is convinced that there is no possibility that the
Debtors will succeed in effectuating a plan of reorganization.
With lesser and lesser time available under their DIP lending
facilities, and the prospect of insolvency looming large, it is
extremely unlikely that the Debtors will formulate and succeed
in obtaining confirmation of a plan.


BRIGHTSTAR INFO: Posts Improved Financial Results for Q1 2002
-------------------------------------------------------------
BrightStar Information Technology Group, Inc. (OTC Bulletin
Board: BTSR), a provider of information technology services,
reported its financial results for the quarter ended March 31,
2002.

First Quarter Financial Highlights:

      -- Revenue of $2.9 million, at a gross margin of 33%, and
net income of $0.1 million.

      -- Adjusted EBITDA of $0.1 million (excluding a net gain of
approximately $78,000 primarily related to the settlement of an
employee severance obligation).

      -- Positive cash flow from operations of $0.1 million ($0.4
million, before payment of discounted legacy and severance
obligations).

At March 31, 2002, the company recorded a working capital
deficit of close to $2 million.

"We are very pleased to confirm our return to profitability in
the first quarter, consistent with our preliminary earnings
release and our prior guidance," said Joe Wagda, Chairman and
CEO. "This achievement reflects the fruits of our restructuring
efforts during the second half of 2001, as well as our tight
management of current operations. We also continued to make
progress on improving our balance sheet. Furthermore, the Texas
sales tax assessment against our insolvent subsidiary has been
reduced from $7.0 million to approximately $0.6 million (plus
interest going forward), consistent with the reserve we created
in the fourth quarter of 2001.

"Our quarterly revenues continued to decline through the first
quarter, and we see continued reluctance on the part of our
customers to invest in IT spending. As a result, we do not yet
know when to expect the IT market to recover or, specifically,
when BrightStar's revenues will begin to grow again.
Nevertheless, assuming the IT market recovers sometime this
year, the continued cooperation of our remaining legacy
creditors and a new or extended credit facility by June, we
continue to expect financial stability for the balance of 2002
and target positive EBITDA profitability for the full year."

BrightStar Information Technology Group, Inc. is a provider of
information technology services. We help companies maximize
their competitive advantage through the implementation and/or
management of leading edge enterprise level applications
including enterprise resource planning, customer relationship
management, and business process management software solutions.
BrightStar has established a strong vertical business presence
in healthcare, energy, technology, and state and local
government. BrightStar has its headquarters in the San Francisco
Bay Area with field offices in Dallas, Texas, and Quincy,
Massachusetts, and can be reached via the company's Web site at
http://www.brightstar.com.


CLASSIC COMMS: Cable Unit Enters Amendment to DIP Facility
----------------------------------------------------------
Classic Communications, Inc. (OTC Bulletin Board: CLSCQ)
announced that its subsidiary, Classic Cable, Inc., entered into
an amendment to its debtor-in-possession revolving credit
facility on April 30, 2002. Classic had previously announced
that Classic Cable was not in compliance with certain covenants
in its debtor-in-possession credit facility and that this
non-compliance constituted an event of default under the credit
facility.

The amendment, which was unanimously approved by the lenders and
made effective as of April 30, 2002, modifies certain covenants
and waives the existing defaults under the credit facility. The
amendment was previously approved by the Bankruptcy Court on
April 15, 2002.


CASUAL MALE: 13-Hour Auction Yields $170MM Bid by Designs, Inc.
---------------------------------------------------------------
Adam Rogoff, Esq., at Cadwalader, Wickersham & Taft, tells the
U.S. Bankruptcy Court for the Southern District of New York that
50 people attended the Auction for substantially all of Casual
Male Corp.'s assets.  After 13 hours -- from 2:00 p.m. to 3:00
a.m. -- Designs, Inc., submitted the final $170 million bid.
The Debtors expect Judge Gerber to approve the transaction at a
sale hearing on May 7, 2002 and the parties expect the
transaction to close shortly thereafter.

Casual Male Corp., is a leading specialty retailer of fashion,
casual and dress apparel for big and tall men with 476 stores in
44 states.  Designs, Inc. (NASDAQ - DESI) is the retail brand
operator of Levi's(R) Outlet by Designs, Dockers(R) Outlet by
Designs, Candies(R) and Ecko Unltd. outlet stores.

The asset purchase agreement provides for Designs' acquisition
of substantially all of Casual Male's assets including its men's
big and tall apparel retail and direct marketing businesses, and
other operating assets, and the assumption of certain
liabilities.

Seymour Holtzman, Designs' Chairman of the Board, commented,
"Our winning bid will be financed with a combination of new
equity capital, senior subordinated notes and a senior secured
revolving credit arrangement with the Company's bank, Fleet
Retail Finance. It is noteworthy that Designs management and
board members are investing over $700,000 and I invested
approximately $5.0 million of my own capital. Additional
investors include certain existing shareholders as well as other
notable institutions."

David Levin, President and Chief Executive Officer of Designs,
stated, "We are extremely pleased with Casual Male's selection
of our winning bid to purchase the assets of the Company.
Importantly, we continue to execute on our growth strategy of
being the expert operators of branded retail stores. We believe
Casual Male's leading market position, along with Designs'
efficient operating capabilities, will produce a very profitable
combination. We are not only excited about the opportunities for
our employees and shareholders in this acquisition, but we also
welcome the existing employees and management of Casual Male.
The synergies offered in combining the two companies will create
an efficient cost structure and is consistent with Designs'
strategic focus on managing businesses in a cost-effective
manner. Given the close proximity of Casual Male's main offices
to our corporate headquarters in Needham, MA, we expect the
combination to go very smoothly."

Dennis Hernreich, Designs' Chief Financial Officer, concluded,
"The acquisition is expected to increase total annualized
revenue to in excess of $500 million. We expect the number of
common shares outstanding after the transaction (assuming
shareholder approval for the conversion of certain equity
securities) to increase to approximately 31 million. We
anticipate the performance of the combined company to be
accretive to Designs shareholders."


CASUAL MALE: Hearing on Asset Sale to Designs Inc. Tomorrow
-----------------------------------------------------------
Designs, Inc. (NASDAQ - DESI), retail brand operator of
Levi's(R) Outlet by Designs, Dockers(R) Outlet by Designs,
Candies(R) and Ecko Unltd. Outlet stores, was selected as the
highest and best bidder at the Bankruptcy Court ordered auction
to acquire substantially all of the assets of Casual Male Corp.,
a leading specialty retailer of fashion, casual and dress
apparel for big and tall men with 476 stores in 44 states, and
certain subsidiaries.

Casual Male has filed a motion in the U.S. Bankruptcy Court for
the Southern District of New York seeking approval of the sale
at a hearing scheduled for May 7, 2002.

The agreed upon asset purchase agreement provides for Designs'
acquisition of substantially all of Casual Male's assets
including its men's big and tall apparel retail and direct
marketing businesses, and other operating assets, and the
assumption of certain liabilities. Designs' winning bid was
$170 million, and is expected to close within a short period of
time after the Court's approval of the sale on May 7, 2002.

Seymour Holtzman, Chairman of the Board, commented, "Our winning
bid will be financed with a combination of new equity capital,
senior subordinated notes and a senior secured revolving credit
arrangement with the Company's bank, Fleet Retail Finance. It is
noteworthy that Designs management and board members are
investing over $700,000 and I invested approximately $5.0
million of my own capital. Additional investors include certain
existing shareholders as well as other notable institutions."

David Levin, President and Chief Executive Officer of Designs,
stated, "We are extremely pleased with Casual Male's selection
of our winning bid to purchase the assets of the Company.
Importantly, we continue to execute on our growth strategy of
being the expert operators of branded retail stores. We believe
Casual Male's leading market position, along with Designs'
efficient operating capabilities, will produce a very profitable
combination. We are not only excited about the opportunities for
our employees and shareholders in this acquisition, but we also
welcome the existing employees and management of Casual Male.
The synergies offered in combining the two companies will create
an efficient cost structure and is consistent with Designs'
strategic focus on managing businesses in a cost-effective
manner. Given the close proximity of Casual Male's main offices
to our corporate headquarters in Needham, MA, we expect the
combination to go very smoothly."

Dennis Hernreich, Chief Financial Officer, concluded, "The
acquisition is expected to increase total annualized revenue to
in excess of $500 million. We expect the number of common shares
outstanding after the transaction (assuming shareholder approval
for the conversion of certain equity securities) to increase to
approximately 31 million. We anticipate the performance of the
combined company to be accretive to Designs shareholders."

Upon completion of the sale and Designs' filing of the required
documents with the SEC, the Company will host a conference call
to discuss the details of the transaction. Information regarding
the call will be provided at a later date.

Designs, Inc. operates 105 Levi's(R) Outlet by Designs,
Dockers(R) Outlet by Designs and Candies(R) Outlet stores
located in outlet centers throughout the eastern half of the
United States and Puerto Rico. Designs has been operating
Levi's(R) branded retail stores for over 25 years and views the
opening and operating of branded retail stores in outlet malls
as its core competency Levi Strauss & Co. manufacturers and
distributes worldwide the most recognizable branded Levi's(R)
jeans, as well as the  Dockers(R) brand. Candie's Inc. is a
leading designer and marketer of young women's footwear, apparel
and accessories. Candie's distributes its products through
better department and specialty stores nationwide, as well as
through ten company-owned stores and specialty stores
internationally. Ecko.Complex LLC, a privately held company
founded in 1993 with worldwide annual sales exceeding $200
million, is a leading design-driven lifestyle brand targeting
young men and women. Ecko is one of the few truly crossover
youth brands appealing to a broad consumer base that identify
with fashion ranging from hip-hop to extreme sports to street-
wear to fraternity life. Investor Relations information for
Designs, Inc. is available on the Company's Web site at
http://www.designsinc.com


COMDISCO INC: Seeks Approval of Voting & Solicitation Procedures
----------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
authority to:

    (i) establish:

        (a) a record date for voting and solicitation purposes;

        (b) a voting deadline; and

        (c) procedures for requests for temporary allowance of
            certain claims for voting purposes;

   (ii) establish procedures for filing objections to the Plan;

  (iii) approve the procedures and materials to be employed in
the solicitation of votes; and

   (iv) establish a hearing date to consider the confirmation of
        the Plan.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, explains that establishment of these
procedures and dates is necessary to provide a smooth process to
the confirmation of the Joint Plan of Reorganization.

                          Record Date

In order to compile a list of holders of the Debtors'
securities, Ms. Perlman says, an advance notice of the date is
needed to serve as the record date.  Due to the large number of
holders of the Debtors' Securities in these cases, compiling
such a list for purposes of solicitation takes considerable time
and requires coordination.

Thus, the Debtors ask the Court to fix May 24, 2002 as the
Record Date.

                          Voting Deadline

The Debtors also ask the Court to set July 15, 2002, at 4:00
p.m. (Central Daylight Time), as the last date and time by which
ballots for accepting or rejecting the Plan must be received by
the Voting Agents in order to be counted.

"The Debtors propose to transmit, or cause to be transmitted,
the Solicitation Packages on or before June 11, 2002," Ms.
Perlman adds. Accordingly the Voting Deadline allows for 34 days
from when the Solicitation Packages are distributed.  In order
to be counted, ballots must be returned to the Voting Agents on
or prior to the Voting Deadline by:

    (a) mail in the return envelope provided with each ballot,
    (b) overnight delivery, or
    (c) hand delivery.

The Debtors will not accept any ballot submitted by facsimile
transmission.

The Debtors further propose that the Court order that any holder
of a claim or interest against which claim or interest the
Debtors filed an objection, whether such objection related to
the entire claim or a portion shall not be entitled to vote on
the Plan unless:

    (a) the claim has been temporarily allowed for voting
        purposes; or

    (b) to the extent that, on or before the Voting Deadline, the
        objection to such claim or interest has been withdrawn or
        resolved in favor of the creditor or interest holder
        asserting the claim or interest.

Furthermore, the Debtors ask Judge Barliant to fix July 1, 2002
as the deadline for the filing and serving of such motions
requesting temporary allowance of a movant's claim or interest
for purposes of voting.  Ms. Perlman reports that such motion be
filed with the Clerk of the Court and served on the Notice
Parties so as to be received not later than 4:00 p.m. Central
Daylight Time on the Motion Deadline.

                       Confirmation Hearing

The Bankruptcy Court has scheduled the Confirmation Hearing for
July 30, 2002, at 10:30 a.m., Central Time, before the Honorable
Ronald Barliant, United States Bankruptcy Judge, at Everett
McKinley Dirksen Courthouse, 219 South Dearborn Street, Chicago,
Illinois, Courtroom 742.  The Bankruptcy Court has directed that
objections, if any, to confirmation of the Plan be filed with
the Clerk of the Bankruptcy Court and served so that they are
received on or before July 11, 2002, at 4:00 p.m., Central Time
by:

       Counsel for the Debtors:

       Skadden, Arps, Slate, Meagher & Flom
       333 West Wacker Drive
       Chicago, Illinois
       Attn:     John Win. Butler, Jr., Esq.
                 George N. Panagakis, Esq.
                 Felicia Gerber Perlman, Esq.

       United States Trustee:

       The Office of the United States Trustee
       227 West Monroe Suite 3350 Chicago, IL
       Attn: Roman L. Sukley, Esq.

       Counsel for the Creditors' Committee:

       Chaim J. Fortgang, Esq.
       1120 Avenue of the Americas #4024
       New York, NY 10036

                    -and-

       Latham & Watkins
       233 S. Wacker Drive Suite 5800
       Chicago, Illinois
       Attn: Ronald W. Hanson, Esq.

       Counsel for the Equity Committee

       Brown, Rudnick, Berlack & Israels LLP
       120 W. 45o' Street
       New York, NY
       Attn: Edward S. Weisfelner, Esq.
       William R. Baldiga, Esq.

                    -and-

       Bell, Boyd & Lloyd LLC
       Three First National Plaza Suite 3300 70
       West Madison Street
       Chicago, Illinois
       Attn: David F. Heroy, Esq.
       Carmen Lonstein, Esq.

                     Solicitation Procedures

Logan & Company Inc. will assist with the balloting and
tabulating votes in connection with the Chapter 11 plan process.
The Debtors also intend to employ Innisfree M&A Incorporated as
special notice, balloting, and tabulation agent with respect to
holders of the Debtors' Securities.

Logan and Innisfree will also act as the voting agents for the
solicitation of votes with respect to the Plan.  Accordingly,
the Debtors ask the Voting agents to assist them in:

    (i) mailing solicitation packages,

   (ii) receiving, tabulating, and reporting on ballots cast for
        or against the Plan by holders of claims against and
        interests in the Debtors,

  (iii) responding to inquiries from creditors and stakeholders
        relating to the Plan, the Disclosure Statement, the
        ballots and matters related thereto, including, without
        limitation, the procedures and requirements for voting to
        accept or reject the Plan and for objecting to the Plan,

   (iv) soliciting votes on the Plan, and

    (v) if necessary, contacting creditors and equity security
        holders regarding the Plan.

The Debtors also ask the Court to approve the ballots for voting
on the Plan.

The appropriate ballot forms, as applicable, will be distributed
to holders of Claims in these Classes under the Plan, which are
those Classes entitled to vote to accept or reject the Plan:

Ballot No. 1 - holders of Class C-3 General Unsecured
                Convenience Claims against the Comdisco Debtors;

Ballot No. 2 - holders of Class C-4 General Unsecured Claims
                against the Comdisco Debtors;

Ballot No. 3 - Class C-4 Beneficial Owners of Pre-petition
                Notes;

Ballot No. 4 - Class C-4 Record Holders of Pre-petition Notes;

Ballot No. 5 - holders of Class C-5 Subordinated Claims against
                Comdisco;

Ballot No. 6 - Class C-5 Beneficial Owners of Old Equity;

Ballot No. 7 - Class C-5 Record Holders of Old Equity; and

Ballot No. 8 - holders of Class P-3 General Unsecured Claims
                against the Prism Debtors.

All creditor ballots, other than those being sent to holders of
Securities, will be accompanied by pre-addressed, postage
prepaid return envelopes addressed to the Creditor Voting Agent
at:
           Logan & Company, Inc.
           546 Valley Road, Upper Montclair, New Jersey 07043
           Attn: Comdisco, Inc., et al.

Ballots sent to the holders of Securities will be accompanied by
pre-addressed, postage prepaid return envelopes addressed to
either:

    (a) the holder of record of such beneficial owner or
    (b) if the ballot is pre-validated, the Publicly Traded
        Securities Voting Agent at:

           Innisfree M&A Incorporated
           501 Madison Avenue, 20th floor, New York, NY 10022
           Attn: Comdisco, Inc., et al.

                   Procedures for Vote Tabulation

So as to avoid uncertainty, to provide guidance to the Debtors,
and the Voting Agents, and to avoid the potential for
inconsistent results, the Debtors ask the Court to establish
voting tabulation guidelines:

  (1) If a Claim is deemed Allowed in accordance with the Plan,
      such Claim is Allowed for voting purposes in the deemed
      Allowed amount set forth in the Plan;

  (2) If a Claim for which a proof of claim has been timely filed
      is marked as contingent, unliquidated, or disputed, the
      Debtors propose that such Claim be temporarily Allowed
      for voting purposes only, and not for purposes of
      allowance or distribution, at $1.00;

  (3) If a Claim has been estimated or otherwise Allowed for
      voting purposes by order of the Court, such Claim is
      temporarily Allowed in the amount so estimated or
      Allowed by the Court for voting purposes only, and not for
      purposes of allowance or distribution;

  (4) If a Claim is listed in the Schedules as contingent,
      unliquidated, or disputed and a proof of claim was not:

         (i) filed by the Bar Date, or
        (ii) deemed timely filed by an order of the Bankruptcy
             Code prior to the Voting Deadline,

the Debtors propose that such Claim be disallowed for voting
purposes and for purposes of allowance and distribution
pursuant to Bankruptcy Rule 3003(c); and


  (5) If the Debtors have served and Filed an objection to a
      Claim at least l0 days before the Confirmation Hearing, the
      Debtors propose that such Claim be temporarily disallowed
      for voting purposes only and not for the purposes of the
      allowance or distribution, except to the extent and in the
      manner as may be set forth in the objection.


The Debtors further propose that these ballots not be counted or
considered for any purpose in determining whether the Plan has
been accepted or rejected:

  (1) Any ballot received after the Voting Deadline unless the
      Debtors have granted an extension in writing of the
      Voting Deadline with respect to such ballot;

  (2) Any ballot that is illegible or contains insufficient
      information to permit the identification of the claimant;

  (3) Any ballot cast by a person or entity that does not hold a
      claim in a class that is entitled to vote to accept or
      reject the Plan;

  (4) Any ballot cast for a claim scheduled as unliquidated,
      contingent, or disputed and for which:

      (a) no proof of claim was timely piled, and
      (b) no Rule 3018(a) Motion has been filed by the Rule
          3018(a) Motion Deadline;

  (5) Any ballot cast in a manner that neither indicates an
      acceptance nor rejection of the Plan or that indicates both
      an acceptance and rejection of the Plan;

  (6) Any ballot submitted by facsimile transmission; or

  (7) Any unsigned ballot.

The Debtors believe that these procedures provide for a fair and
equitable voting process.

If any creditor seeks to challenge the allowance of its Claim
for voting purposes, the Debtors ask Judge Barliant to direct
the creditor to serve on the Debtors and file with the Court a
Rule 3018(a) Motion temporarily allowing such Claim in a
different amount for purposes of voting to acceptor reject the
Plan by the Rule 3018(a) Motion Deadline.  The Debtors further
propose that, as to any creditor filing such a motion, such
creditor's Ballot should not be counted unless temporarily
allowed by the Court for voting purposes, after notice and a
hearing. (Comdisco Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CORRECTIONS CORP: Consummates Comprehensive Refinancing Plan
------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) announced its
operating results for the three months ended March 31, 2002.

The Company reported a net loss of $46.3 million for the first
quarter of 2002 compared with a net loss of $10.1 million for
the first quarter of 2001. Results for the first quarter of 2002
include the effect of a non-cash charge of $80.3 million for the
cumulative effect of a change in accounting for goodwill in
accordance with Statement of Financial Accounting Standards
No. 142 ("SFAS 142") and a one-time cash income tax benefit of
$32.2 million, resulting from an income tax change that was
signed into law in March 2002, both as further discussed below.

Excluding these non-recurring items, net income available to
common stockholders would have been $1.7 million. Operating
results for the quarter also include the effects of a non-cash
gain of $3.4 million associated with the accounting for an
interest rate swap in accordance with Statement of Financial
Accounting Standards No. 133.

Cash flow from operations continued to improve, with the Company
generating adjusted free cash flow of $16.4 million during the
first quarter of 2002, compared with $14.3 million during the
first quarter of 2001, representing a 12.8% increase.

Consolidated revenues for the first quarter of 2002 amounted to
$241.2 million, compared with $240.4 million for the first
quarter of 2001. Consolidated EBITDA for the first quarter of
2002 was $45.1 million, compared with $47.1 million for the
first quarter of 2001. Average compensated occupancy for the
first quarter of 2002 was 87.4%, compared with 88.3% for the
first quarter of 2001.

                          Debt Refinancing

As part of a comprehensive refinancing of the Company's existing
senior debt, which includes the early extinguishment of the
Company's existing secured bank credit facility and the purchase
of substantially all of the Company's existing $100 million 12%
senior notes, the Company recently announced the pricing of $250
million of seven-year senior notes at 9.875%. In addition, the
Company also expects to obtain a new senior secured credit
facility in the aggregate amount of $715 million which will
consist of a revolving credit facility of up to $75 million with
a term of four years, a $75 million term loan A with a maturity
of four years and a $565 million term loan B with a maturity of
six years. All borrowings under the new senior secured credit
facility are expected to initially bear interest at a base rate
or LIBOR plus 3.5%. The entire refinancing is expected to close
on May 3, 2002. The Company intends to file a Current Report on
Form 8-K with the Securities and Exchange Commission including
the material terms of the new senior secured credit facility and
other information regarding the refinancing promptly after
closing.

As a result of the early extinguishment of the existing secured
bank credit facility and the purchase of substantially all of
the Company's existing $100 million 12% senior notes, the
Company will record an extraordinary loss during its second
quarter, representing the write-off of existing deferred
loan costs, certain bank fees, premiums paid and certain other
costs associated with the refinancing.

Commenting on the refinancing, Chief Financial Officer Irving E.
Lingo, Jr. stated, "It has consistently been our objective to
achieve a refinancing that significantly lengthened our debt
maturities while enabling us to continue to pursue our
deleveraging strategy. We believe this refinancing achieves each
of these objectives while at the same time meaningfully lowers
our interest costs."

                     Operating EBITDA/Liquidity

EBITDA for the quarter amounted to $45.1 million, while debt
service cost for the quarter, excluding non-cash items, amounted
to approximately $24.8 million. At March 31, 2002, the Company
had cash on hand of approximately $52.3 million and had $50.0
million available under its working capital line of credit. The
existing $50 million credit facility will be replaced by the
new $75 million revolving credit facility under the Company's
new senior secured credit facility.

Consolidated EBITDA for the first quarter of 2002 was $45.1
million, compared with $47.1 million for the first quarter of
2001. The primary reason for the reduction in EBITDA for the
first quarter of 2002 was lower occupancy of 87.4% as compared
to 88.3% one year earlier. Occupancy was negatively impacted by
the State of Wisconsin's decision in the third quarter of 2001
to relocate inmates from the Company's facilities to state
operated facilities. In addition, inmate levels at the Company's
Oklahoma facilities also declined from the prior year.

Operating margins declined slightly to $10.77 per compensated
man-day in the first quarter of 2002 from $10.85 per compensated
man-day in the prior year comparable quarter. The primary reason
for the decline was higher salaries and benefit cost per man-day
resulting from the aforementioned lower occupancy levels and
annual salary increases.

Beginning late in the first quarter of 2002, the Company began
receiving new inmates from Wisconsin as well as from a number of
additional customers. On April 30, 2002 the Company received
confirmation from the Commonwealth of Puerto Rico of its
previously announced intent to assume management of the Ponce
Adult Correctional Facility and the Ponce Young Adult
Correctional Facility located in Ponce, Puerto Rico, which the
Company currently manages. The Commonwealth is scheduled to
assume management of the facilities beginning May 4, 2002. For
the calendar year 2001, the Company generated combined EBITDA
from the two facilities of approximately $2.2 million after
taxes. Both facilities are owned by the Commonwealth of Puerto
Rico, with a combined capacity of 1,500 beds, of which 1,371
beds were utilized at April 30, 2002. Company occupancy was
approximately 89.5% as of April 30, 2002.

Commenting on the first quarter results, President and CEO John
Ferguson stated, "Despite a drop in occupancy beginning late in
the fourth quarter of 2001 and into our first quarter of 2002,
the Company's adjusted free cash flow per diluted share
increased 12.8% over the first quarter of 2001. The closing of
our refinancing will serve as another step in the process of
rationalizing our capital structure and will increase our
available cash flow as a result of substantially lower interest
expense in the future."

Ferguson continued, "From an operational perspective, we were
able to hold our operating margin substantially in line with the
first quarter of 2001 despite the decline in occupancy. We
continue to make control of operating costs a major priority.
While disappointed in the recent decision of the Commonwealth of
Puerto Rico, we are nevertheless encouraged that since December
31, 2001, the Company has added approximately 1,470 inmates,
raising our occupancy level to approximately 89.5%. We continue
to pursue a number of viable occupancy initiatives which we
believe will serve to increase profitability going forward."

The Company is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. The Company currently owns
39 correctional, detention and juvenile facilities, three of
which are leased to other operators, and two additional
facilities which are not yet in operation. The Company also has
a leasehold interest in a juvenile facility. Following the
aforementioned termination of the contracts with the
Commonwealth of Puerto Rico, the Company will operate 61
facilities, including 36 company owned facilities, with a total
design capacity of approximately 60,000 beds in 21 states, the
District of Columbia and Puerto Rico. The Company specializes in
owning, operating and managing prisons and other correctional
facilities and providing inmate residential and prisoner
transportation services for governmental agencies. In addition
to providing the fundamental residential services relating to
inmates, the Company's facilities offer a variety of
rehabilitation and educational programs, including basic
education, life skills and employment training and substance
abuse treatment. These services are intended to reduce
recidivism and to prepare inmates for their successful re-entry
into society upon their release. The Company also provides
health care (including medical, dental and psychiatric
services), food services and work and recreational programs.


COVANTA ENERGY: Intends to Indemnify KKR & Pay $2.5 Million Fee
---------------------------------------------------------------
Deborah M. Buell, Esq. Cleary, Gottlieb relates that in pre-
petition negotiations, Kohlberg Kravis Roberts & Co. proposed
that Covanta Energy Corporation, and its debtor-affiliates, KKR
and the Debtors' major constituencies negotiate a pre-negotiated
or prepackaged plan of reorganization out of court, concurrently
with KKR completing its due diligence. In light of the financial
pressures facing the Debtors, however, the Debtors made a
decision that a Chapter 11 filing was necessary before such a
pre-negotiated or prepackaged plan of reorganization could be
negotiated.

She continues that in order to inform the key constituencies
such as project lenders, client communities, vendors and
employees among others, of the potential for a reorganization
around a substantial new equity investment, the Debtors desired
to obtain a written expression of interest from KKR and to
disclose KKR's interest. By doing so, the Debtors sought to
stabilize their operations, preserve value and convince key
constituencies to work cooperatively toward a rapid and
successful outcome.

During pre-petition negotiations, KKR advised the Debtors that
it does not usually invest its resources (particularly the time
of a significant number of its professionals) in intensive
discussions with a company's constituencies until it has a
binding agreement with the company, or at least a binding
arrangement for exclusive negotiations with the company. KKR
further advised that it does not usually consent to disclosure
of its interest in a company until a binding agreement has been
reached for it to invest in the company. By means of arm's-
length bargaining, the parties agree that, in exchange for KKR
agreement to a non-binding letter of intent and disclosure
thereof, that KKR would be offered, subject to Court approval,
compensation for the risk of devoting substantial time and
resources to the Debtors' reorganization effort in its earliest
stages. The parties recognized that KKR would expend substantial
time spent making presentations to key constituencies,
negotiating with key constituencies over both plan of
reorganization terms and interim measures such as debtor-
in-possession financing structure, all prior to being awarded a
break-up or topping fee if definitive documentation is signed.

KKR initially sought a participation fee twice as high as what
was ultimately agreed. The Letter of Intent reflects the result
of those pre-petition negotiations. She offers a summary of the
pertinent provisions of the Letter of Intent. By this Motion,
the Debtors are seeking only the authority to pay the
Participation Payment and to honor the Indemnity Obligation. The
Debtors are not seeking approval or assumption of the Letter of
Intent.

Ms. Buell offers a description that is intended as a summary
only:

      i) Covanta, KKR and the Agents each agree to work in good
         faith to negotiate definitive agreements and documents
         with respect to the Transaction;

    (ii) Covanta, KKR and the Agents will mutually agree on the
         form and content of any public announcement with respect
         to the Transaction;

   (iii) Covanta agrees to work exclusively with KKR in pursuit
         of the Transaction for no more than 90 days;

    (iv) Covanta agrees to pay to KKR the Participation Payment
         of $2.5 million (which the Debtors paid pre-petition) in
         recognition of the benefits to the ongoing operations
         and business of Covanta due to KKR's possible
         involvement in the Transaction;

     (v) The Participation Payment is payable upon the Court's
         final approval of a debtor-in-possession credit facility
         on terms mutually satisfactory to KKR and the Agents,
         unless KKR terminates the agreement because certain
         conditions are not met in a timely manner;

    (vi) Covanta agrees to indemnify and hold harmless KKR and
         its general and limited partners and affiliates from and
         against any and all liability or expense arising out of
         any litigation or claim resulting from, arising out of,
         or relating to KKR's possible interest in the
         Transaction or involvement with Covanta or the Letter of
         Intent other than any liability resulting solely from
         KKR's gross negligence or willful misconduct (the
         "Indemnity Obligation");

   (vii) Covanta agrees to pay to KKR a $2.5 million Expense
         Payment (as defined in the Letter of Intent) for the
         costs and expenses of its due diligence investigation of
         Covanta in connection with the Transaction prior to the
         commencement of Covanta's bankruptcy proceeding, subject
         to KKR's agreement to return any unused portion of the
         Expense Payment to Covanta in the event that the Letter
         of Intent is terminated by KKR under certain conditions;

  (viii) Covanta agrees to file a motion seeking authorization
         for the Participation Payment and Indemnity Obligation;

    (ix) KKR's proposal to enter into Documentation (as defined
         in the Letter of Intent) with respect to the Transaction
         is subject to certain conditions as described in the
         Letter of Intent;

     (x) The Letter of Intent may be terminated by either party
         upon the occurrence of the conditions described thereto;
         and

    (xi) Covanta, KKR and the Agents agree that the Letter of
         Intent does not constitute a binding commitment, nor an
         offer by any party to enter into a binding commitment,
         with respect to the Transaction.

Ms. Buell states that Section 363(b)(1) of the Bankruptcy Code
provides that a debtor "after notice and a hearing, may use,
sell, or lease, other than in the ordinary course of business,
property of the estate." 11 U.S.C. 363(b)(1). This Section
generally permits a debtor to use or sell property of the estate
outside of the ordinary course of its business where the
proposed use or sale is a sound exercise of the debtor's
business judgment and when it is proposed in good faith and for
fair value. See Committee of Equity Security Holders v. Lionel
Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983).

Here, she continues, the Debtors are seeking to use property of
the estates in order to pay the Participation Payment and to
honor the Indemnity Obligation. Section 105(a) of the Bankruptcy
Code provides that the Court "may issue any order, process, or
judgment that is necessary or appropriate to carry out the
provisions of this title." 11 U.S.C. Section 105(a).

The Debtors believe that the payment of the Participation
Payment and the honoring of the Indemnity Obligation are in the
best interests of the estates and are necessary to obtain the
continued participation of KKR. The Debtors believe that KKR
would not have entered into the Letter of Intent (or any
subsequent definitive documents) or allowed the announcement of
the potential Transaction without the inclusion of Participation
Payment or the Indemnity Obligation.

The Debtors further believe that the proposal contemplated by
the Letter of Intent and the participation of KKR has already
(and continues) to benefit the estates through the stabilization
of the Debtors' businesses and the increase in their value as
going concerns. Specifically, KKR is working side-by-side with
the Debtors to negotiate resolutions with major constituencies
that are key to a stable Chapter 11 environment, to preserving a
going concern and to achieving a successful reorganization. For
example, KKR has played a significant role in encouraging the
various secured creditors to negotiate a resolution of issues
regarding the proposed DIP financing. KKR's interest in
investing in Covanta helped to expedite the Debtors'
negotiations with the Lender Group and assisted the Debtors in
negotiating DIP financing on more favorable terms than
originally proposed. Second, KKR is making presentations to
major constituencies to create positive attitudes toward the
reorganization effort and prospects, thereby increasing the
likelihood of a successful outcome to these cases. Third, the
public announcement of KKR's willingness, as a sophisticated
investor, to invest substantial sums in the Debtors' businesses
has boosted morale among the Debtors' employees and given them
optimism about the reorganization prospects. She contends that
the Debtors' employees, who are vital to the Debtors' continued
operations and successful reorganization, are more likely to
maintain their employment with the Debtors because they have
greater confidence in the company's future. Fourth, the
announcement is providing comfort and assurance to key vendors
and client communities whose continued support is vital to the
Debtors' successful reorganization. Fifth, all of the foregoing,
and the early focus on emergence from bankruptcy should
accelerate the reorganization process and save considerable
professional fees.

Ms. Buell concludes that the Debtors believe that the
Participation Payment and the Indemnity Obligation are fair and
reasonable and within the Debtors' sound business judgment. The
Letter of Intent is the result of intensive arm's length
negotiations involving the Debtors, KKR, the Agents, and their
respective counsel.

As the foregoing makes clear, she tells Judge Blackshear, the
Participation Payment and the Indemnity Obligation are necessary
for the continued operations of the Debtors' businesses and the
success of the reorganization. For that reason, payments made on
account of the Participation Payment and the Indemnity
Obligation are "actual, necessary costs and expenses of
preserving the estate[s]," and should be allowed as
administrative expense claims pursuant to Section 503(b)(1)(A)
of the Bankruptcy Code, along with such other relief he deems
just and proper. (Covanta Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EARFUL OF BOOKS: Taps Strasburger to Explore Reorg. Alternatives
----------------------------------------------------------------
Earful of Books, Inc. (OTC Bulletin Board: EARZE) has decided to
cease all company-owned store operations, pending a decision by
the company's board of directors about its next strategic step.
Earful was founded in 1992 and has five company-owned stores and
one store in which it is part owner. All six locations ceased
operations, effective Wednesday, April 17, 2002. All but three
of the company's employees have been terminated.

Effective April 2, 2002, Paul A. Rush resigned as the company's
chief executive officer, president and director. He was replaced
by Russell Grigsby as interim chief executive officer. On April
22, 2002, Mr. Grigsby resigned as chief executive officer, but
he remains a director. At this time, Myron Sappington, chief
financial officer, is managing the company.

The company is considering its alternatives, including whether
it could obtain funding from third parties for a reorganization
and whether it should sell its assets to maximize payments to
creditors. The company does not currently have funds to meet its
obligations as they become due or to pay its current
liabilities, which include a substantial claim for unpaid
federal payroll taxes. The board has retained Strasburger &
Price, LLP, Austin, Texas as the company's attorneys to assist
it in exploring options.


ENRON CORP: Seeks Approval of $777M Wessex Sale to YTL Utilities
----------------------------------------------------------------
Azurix Corp., a non-debtor incorporated in Delaware, is a
holding company engaged in the business of owning, operating and
managing water and wastewater assets and providing water and
wastewater related services.  According to Martin A. Sosland,
Esq., at Weil, Gotshal & Manges LLP, in New York, Azurix Corp.
was formed by Enron Corp. in 1998 as a holding company and
conducts substantially all of its operations through its
subsidiaries.

The equity of Azurix Corp. currently is held by: Enron BW
Holdings Limited, a wholly owned non-debtor subsidiary of Enron,
to the extent of 33-1/3% of the voting shares; and Atlantic
Water Trust to the extent of the remaining 66-2/3% of the voting
shares of Azurix Corp.  Enron holds a 50% voting interest in
Atlantic, as well as 100% of the cumulative preferred stock
issued by Azurix Corp. The Marlin Water Trust holds the
remaining 50% voting interest in Atlantic. Although each of
Enron and Marlin has the right to appoint 50% of the boards of
Atlantic and Azurix Corp., at present, only Enron has exercised
its right to appoint these directors.

Mr. Sosland tells the Court that Azurix Corp.'s largest asset,
held through its indirect wholly owned subsidiary Azurix Europe,
is Wessex Water Ltd., a company formed under the law of England
and Wales.  Wessex's principal business is providing water
supply and wastewater services through its wholly owned
subsidiary Wessex Water Services Ltd., the appointed service
provider in a region in southwestern England. Wessex provides
water supply services to a population of approximately
1,200,000, and wastewater services to a population of
approximately 2,500,000.

                      The Marketing Process

At the time Azurix Corp.'s shares ceased to be publicly traded,
Enron did not regard Azurix Corp. as a core strategic asset.
Enron encourage Azurix Corp. to dispose of assets if favorable
prices could be obtained. Since that time, Mr. Sosland says,
Azurix Corp. has been looking to sell various assets. In 2001,
Mr. Sosland relates that Azurix Corp. sold its water and
wastewater services businesses in North America and Brazil and
its water and wastewater engineering services business in the
United Kingdom.  In November 2001, Mr. Sosland continues, Azurix
Corp. entered into agreements to sell its services businesses
and interest in a water concession in Mexico.

In late 2001, Mr. Sosland says, Azurix Corp. began to seriously
explore the possible sale or recapitalization of Wessex.  "It
retained Salomon Smith Barney International Limited, trading as
Schroder Salomon Smith Barney, to assist it in seeking the best
offer for Wessex or the best recapitalization alternative," Mr.
Sosland reports.

According to Mr. Sosland, Smith Barney established a competitive
sale process designed to produce the highest and best offers for
the Wessex Shares.  Specifically, Smith Barney contacted 27
strategic and financial parties to inquire whether they would be
interested in buying Wessex. From these contacts, 16 of these
potential bidders attended management presentations and six
bidders submitted written indications of interest.
Additionally, two more parties expressed interest orally, but at
values below the six written indications. The four highest
prospective bidders were selected to conduct further due
diligence and to discuss potential contractual terms.  Three of
those parties submitted offers in early March 2001.

             Terms and Conditions of Purchase Agreement

Azurix Corp., together with SSB and in consultation with Enron,
the Creditors' Committee and Atlantic, has analyzed the bids and
has determined that the bid of YTL Utilities (UK) Limited
represents the best offer for the Wessex Shares at this time and
under the circumstances.

On March 25, 2002, Azurix Corp. and YTL executed the Purchase
Agreement for the sale of the Wessex Shares. SSB delivered an
opinion to the Boards of Directors of Azurix Europe and Azurix
Corp. that the transaction was fair to those companies from a
financial point of view.

The principal terms of the Purchase Agreement are:

Consideration: GBP544,600,000 (approximately $777,000,000) in
                cash, subject to adjustments after closing for
                debt and working capital.
Assets
Acquired:      All of the issued and outstanding share capital
                of Wessex.

Closing
Conditions:    Closing subject to:

                   (i) Azurix Corp. having obtained the consent
                       from the registered holders of a majority
                       of the aggregate principal amount of each
                       series of its outstanding senior notes to
                       the sale of Wessex without complying with
                       existing provisions of the indenture under
                       which the Notes were issued;

                  (ii) Enron having obtained a final order from
                       this Court confirming that Enron-appointed
                       directors to the Atlantic, Enron BW
                       Holdings and Azurix Corp. Boards of
                       Directors, and Enron as shareholder of
                       Enron BW Holdings, exercised their
                       authority appropriately in voting to
                       approve the sale of the Wessex Shares;

                 (iii) YTL having obtained shareholder approval;
                       and

                  (iv) other customary conditions.

Break-Up Fees: If the Purchase Agreement terminates as a result
                of, among other things, failure to obtain the
                consent of the holders of the Notes, or Enron's
                failure to obtain an order approving this Motion,
                then Azurix Europe must pay YTL GBP7,000,000,
                representing its costs in pursuing the
                transaction, such as fees to purchase-price
                lenders. This payment will be in full
                satisfaction of all Azurix Europe's obligations
                in that case. If the Purchase Agreement
                terminates because YTL's shareholders have not
                approved the sale, YTL will pay Azurix Europe
                GBP20,000,000. YTL and Azurix Europe provided
                each other with letters of credit to support
                these payments. The letters of credit will be
                returned upon consummation of the sale of the
                Wessex Shares.

The Notes consist of $201,181,000 aggregate principal amount of
outstanding 10-3/8% Series B Senior Dollar Notes due 2007,
GBP90,000,000 aggregate principal amount of outstanding 10-3/8%
Series B Senior Sterling Notes due 2007, and $145,309,000
aggregate principal amount of outstanding 10-3/4% Series B
Senior Dollar Notes due 2010.

Because Azurix Corp. will be selling substantially all of its
assets under the Purchase Agreement, Mr. Sosland explains that
Azurix Corp. is also soliciting consents from the registered
holders of a majority of the aggregate principal amount of each
series of the Notes:

    (a) to amend the Indenture:

           (i) to permit it to sell Wessex without complying with
               existing provisions in the Indenture, and

          (ii) to eliminate its obligation to comply with
               substantially all restrictions and covenants under
               the Indenture and various events of default if the
               Consent and Tender Offer is consummated, and

    (b) to waive Azurix Corp.'s failure to comply with provisions
        of the Indenture requiring it to file audited financial
        statements and other information for the year ended
        December 31, 2001 with the U.S. Securities and Exchange
        Commission after April 1, 2002, and to file unaudited
        financial statements and other information for the first
        quarter of 2002 after May 15, 2002, the dates on which
        the Indenture currently requires them to be filed, due to
        the recent resignation of Arthur Andersen LLP as its
        auditor.

In conjunction with seeking this consent, Mr. Sosland says,
Azurix Corp. has offered to purchase any or all of the Notes for
a total purchase price of 88% of its principal amount. "The
total purchase price includes a consent premium of 1.5% for
noteholders who consent and tender prior to the consent payment
date (currently April 15, 2002)," Mr. Sosland informs Judge
Gonzalez. The Debtors assert that the repurchase of the Notes
for 88% of principal is reasonable and necessary to reduce
Azurix Corp.'s debt obligations and to induce the holders of the
Notes to consent to the sale of Wessex.

Thus, by this motion, the Debtors ask the Court for an order
authorizing:

    (a) the corporate acts and consents by Enron, by and through
        Enron BW Holdings and Enron-designated board members of
        Atlantic and Azurix Corp., necessary and appropriate to
        the sale of the Wessex Shares and the Consent and Tender
        Offer, and

    (b) the consummation of the transactions contemplated. (Enron
        Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ENRON CORP: Terminates U.S. Gypsum Derivative Swap Agreement
------------------------------------------------------------
Enron North America Corporation and United States Gypsum Company
are parties to an ISDA Master Agreement dated August 1, 2000,
according to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York.

Under the Master Agreement, Ms. Gray says, Enron North America
and USG entered into certain swaps and other financially-settled
derivative transactions.

To secure the performance of Enron North America's obligations
under the Master Agreement, Ms. Gray relates that Enron Corp.
executed a Guaranty, dated August 1, 2000, for the benefit of
USG. Similarly, to secure the performance of USG's obligations
under the Master Agreement, USG Corp. executed a Guaranty, dated
as of August 1, 2000, for the benefit of Enron North America.

Since the Petition Date, Ms. Gray informs Judge Gonzalez that
Enron North America has conducted a review of its operations and
has determined that the Agreements should be rejected pursuant
to Section 365 of the Bankruptcy Code.  "USG has likewise
determined in the exercise of its business judgment that the
Agreements should be terminated," Ms. Gray notes.  Enron North
America and USG have agreed to a settlement of matters relating
to the Agreements, which provides for the rejection and
termination of the Master Agreement, the Swap Transactions, the
Enron Guaranty and the USG Guaranty.

The Termination Agreement is summarized:

    (a) Within two business days after the entry by this Court of
        an order approving the Termination Agreement, USG will
        pay $2,100,000 to Enron North America;

    (b) The Agreements are rejected and will terminate
        immediately upon receipt by Enron North America of the
        Termination Consideration; and

    (c) USG and Enron North America will release and waive any
        and all claims against each other, Enron, or USG Corp.
        relating to or arising from the Agreements.

Ms. Gray observes that the Termination Agreement enables Enron
North America to reject the Agreements and receive a significant
payment from USG, thereby benefiting its estate and its
creditors, as well as extinguish any obligations related to the
Enron Guaranty.

Ms. Gray assures the Court that USG has represented and
warranted to the Debtors that the USG Bankruptcy Court has
already authorized USG to enter into and consummate the
Termination Agreement.

Accordingly, the Debtors sought and obtained Judge Gonzalez's
approval of the settlement with USG and authority to reject the
Agreements. (Enron Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: Presents Process to Separate Core Assets from Bankruptcy
---------------------------------------------------------------
Enron Corp. (OTC Pink Sheets: ENRNQ) presented a process to its
Unsecured Creditors' Committee to maximize recoveries through
the exploration of a variety of alternatives for moving the
company's core energy assets out from under its Chapter 11 case.

A full-text copy of Enron's 42-page OpCo Energy Company Business
Plan, dated May 2002, is available at:

    http://www.enron.com/corp/pressroom/opco/opco_bus_plan.pdf

The Business Plan excludes certain appendices necessary to
understand the business and legal mechanics and gymnastics
required to pull this off.

Enron also provides a colorful 17-slide presentation at:

    http://www.enron.com/corp/pressroom/opco/opco_presentation.pdf

Under the proposal, which will be facilitated through Section
363 of the Bankruptcy Code, the new company would be an energy
infrastructure business focused on the transportation,
distribution, generation and production of natural gas and
electricity primarily in North, Central and South America.

"We believe this process will lead to the maximization of value
of Enron's core energy assets and the mitigation of risk by
removing viable operations out from under Chapter 11," said
Stephen F. Cooper, Enron interim CEO and chief restructuring
officer. "This enables Enron's creditors to realize value from
the company's power and pipeline roots through an expedited
process. However, this is just one of the options that we will
openly explore with our creditors."

Headquartered in Houston, the new company, temporarily called
"OpCo Energy Company," could have 15,000 miles of pipeline
assets, 75,000 miles of distribution assets, 6,700 megawatts of
generation, and 12,000 employees. It is estimated that OpCo
could have $10.8 billion in assets and a projected earnings
before interest, income taxes, depreciation and amortization
(EBITDA) in excess of $1.3 billion in calendar year 2003.

The company hopes to have the Section 363 auction and sale
process completed by the end of 2002.


ETHYL CORP: Lenders Agree to Extend Loan Facility to March 2003
---------------------------------------------------------------
Ethyl Corporation (NYSE: EY) President and Chief Executive
Officer, Thomas E. (Teddy) Gottwald released the company's
earnings report for the first quarter 2002 and update on the
company's operations:

"To Our Shareholders:

"Earnings excluding nonrecurring items for first quarter 2002
were income of $1 million or 1 cent per share compared to
earnings on the same basis for the first quarter of last year of
$4 million income or 4 cents per share. Earnings for both first
quarter this year and last year were affected by significant
nonrecurring items including the write-off of goodwill this
year. These nonrecurring items are included in the summary of
earnings chart at the end of this earnings release.

"These results included improved earnings in our petroleum
additives segment as well as lower corporate and interest cost
due to our cost reduction and debt reduction initiatives. These
improvements to earnings were more than offset by lower TEL
earnings as well as significantly lower non-cash pension
income and a negative impact related to foreign currency,
relative to the strong US dollar.

"The petroleum additives segment posted an improved operating
profit in the first quarter of 2002 as compared to the same
period last year. While sales revenue and volume were lower than
anticipated, we experienced favorable costs, which are the
combined impact of lower manufacturing costs and lower raw
materials. However, crude oil prices have risen substantially
from the low levels of the first quarter, and we are beginning
to experience the effect in the second quarter. It is difficult
to anticipate at this time the full impact these increases will
have on our raw material cost and on the world economy.

"First quarter 2002 operating profit was lower in our TEL
segment than the same period last year. This business is
characterized by quarterly swings and we expect TEL to be on
plan by year end. TEL marketing agreement shipments were
somewhat higher in first quarter 2002 compared to first
quarter 2001; however, TEL earnings in first quarter 2001
included the benefit of the sale of substantially all our
remaining inventory to Octel that they were required to purchase
under our TEL agreement with them. TEL earnings for the year are
expected to be lower than last year as this product continues to
be phased out around the world.

"We recently reached agreement with our lenders to extend our
loan facility to March 31, 2003. This facility can be further
extended to March 31, 2004 provided certain conditions are met.
Debt reduction continues to be a top priority. Debt was reduced
$1 million in the first quarter of this year. This quarter
included the costs associated with our loan extension and the
beginning of the required funding associated with the amendment
of our TEL marketing alliance. This funding requirement is
expected to be substantially completed in the second quarter and
will result in a net increase in debt during the first half of
the year. We expect to be able to make significant debt
reductions in the second half.

"The Board of Directors has unanimously approved and recommended
to shareholders a one-for-five reverse stock split of Ethyl's
common stock. The proposed reverse stock split will be presented
to shareholders for approval at Ethyl's annual meeting on June
4, 2002. The Board of Directors believes this action will serve
to encourage greater interest in our stock by the investment
community.

"We continue to make progress on our goal of profitable growth
in petroleum additives. Our improved first quarter petroleum
additives profits include steady progress in specialty lubricant
additives. Our cost structure in petroleum additives is now
positioned to allow us to compete effectively for the long run,
and we entered 2002 better positioned for profitable growth.
Our actions and strategies position us well in this highly
competitive business. Our TEL earnings are on target as our
marketing agreements maximize earnings and cash flows."

At March 31, 2002, Ethyl Corporation's balance sheet shows that
the company has a working capital deficiency of about $145
million.


EXIDE: US Trustee Appoints Official Unsec. Creditors' Committee
---------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102, the United States Trustee
appoints these seven creditors to serve on the Official
Committee of Unsecured Creditors of the bankruptcy cases of
Exide Technologies, and its debtor-affiliates:

       A. Pension Benefit Guaranty Corporation
          Attn: Rodney Carter
          1200 K Street, N.W., Washington, DC 20005
          Phone: (202) 326-4070 Fax: (202) 842-2643

       B. HSBC Bank USA, As Trustee
          Attn: Robert A. Conrad, V.P., Issuer Services
          452 Fifth Avenue, New York, NY 10018
          Phone: (212) 525-1314 Fax: (212) 525-1366

       C. The Bank of New York, As Trustee
          Attn: Corey Babarovich
          5 Penn Plaza, 13th Floor, New York, NY 10001
          Phone: (212) 896-7154 Fax: (212) 328-7302

       D. Offitbank
          Attn: J. William Charlton, Jr.
          520 Madison Avenue, 27th Floor, New York, NY 10022
          Phone: (212) 350-3776 Fax: (212) 593-2669

       E. Turnberry Capital Management, L.P.
          Attn: Jeffrey B. Dobbs
          410 Greenwich Avenue, Greenwich, CT 06830
          Phone: (203) 861-2700 Fax: (203) 861-2716

       F. Daramic, Inc.
          Attn: Phillip Edward Bryson
          4838 Jenkins Avenue, North Charleston, SC 29405
          Phone: (843) 744-5174 Fax: (843) 566-7298

       G. Transervice Logistics Inc.
          Attn: Dennis M. Schneider
          5 Dakota Drive, Suite 209, Lake Success, NY 11042
          Phone: (516) 488-3400 Fax: (516) 488-3574
          (Exide Bankruptcy News, Issue No. 3; Bankruptcy
          Creditors' Service, Inc., 609/392-0900)


EXODUS COMMS: Asks Court to Approve Stipulation with Sabey & IGE
----------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates move for
entry of a stipulation authorizing rejection of a lease and the
sale of personal property to International Gateway East, LLC
(IGE) and Sabey Construction, Inc.

Jane Leamy, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, relates that on April 20, 2000, EXDS and
International Gateway entered into an Industrial Lease Agreement
for real property located at 3355 120th Place South, Tukwila,
Washington 98168. Also on April 20, 2000, EXDS engaged Sabey to
perform certain work and provide certain materials relating to
the Site, pursuant to a construction contract between EXDS and
Sabey. In connection with the Construction Contract, Sabey
engaged certain subcontractors and suppliers to construct
improvements and deliver materials at the Site.

According to Ms. Leamy, based on three of the Debtors' invoices,
Sabey has asserted a claim against the Debtors in the amount of
$14,654,025.63 relating to the Work. In addition, the Mechanics
and Materialmen asserted substantial claims against Debtors
relating to the Work on the Site and certain of the Mechanics
and Materialmen alleged that they possess valid secured claims
against some or all of the Personal Property.

In order to amicably resolve the claims of the Sabey and the
Mechanics and Materialmen, and to facilitate the relinquishment
of the Site to International Gateway, the Debtors, International
Gateway and Sabey entered into the Stipulation. In essence, the
agreement provides:

A. for International Gateway's release of the Debtors from any
    lease rejection damage claims,

B. for the transfer of the Personal Property, the other tenant
    improvements located at the Site, and any other personal
    property of the Debtors remaining at the Site at the close of
    business on April 30, 2001, free and clear of liens, with a
    portion to International Gateway and Sabey, as subsequently
    determined,

C. that any Claims be attached to the Proceeds and

D. that Sabey will indemnify the Debtors for any allowed Claims
    in excess of $7,854,000.

The salient terms of the Stipulation are as follows:

A. The Lease will be rejected effective April 30,
    2002.

B. International Gateway is entitled to retain any and all
    payments or deposits made by the Debtors or received by
    International Gateway on account of the Lease, in full
    satisfaction of any rent and any other obligations owed to
    International Gateway under the Lease accruing from September
    26, 2001 through April 30, 2002.

C. On April 30, 2002, the Debtors will convey all of their
    right, title and interest in and to the Property on an "as-
    is, where-is" basis, without representation or warranty,
    except as to title and the absence of any damage from and
    after the date of the Stipulation.

D. A portion of the Property is to be conveyed to ICE and/or its
    assigns and a portion of the Property is to be conveyed to
    SCI and/or its assigns, with the particular items identified
    in bills of sale delivered to such purchasers at the time of
    the conveyance.

E. Transfer and conveyance of title to the Property to
    Purchasers will be free and clear of any liens, claims,
    encumbrances and interests, including, without limitation,
    mechanics and materialmens' liens that have been recorded
    against the Property. All such Claims will be transferred to
    $3,000,000 of the Debtors' cash or other liquid assets, which
    are deemed proceeds of the sale of the Property, with such
    claims to attach to the Proceeds to the same extent, and with
    the same priority, as the Claims attached to the Property
    immediately prior to the Closing.

F. The sale of the Property to the Purchasers will not be taxed
    under any law imposing a stamp tax or a sale, transfer, or
    any other similar tax.

G. International Gateway releases and discharges the Debtors and
    their estates from any and all liability, claims, costs,
    judgments, interests, or other expenses, including without
    limitation any claim for rejection damages and administrative
    rent claims, and the Debtors and their estates are discharged
    from any and all liability under the Lease, except for
    liability, claims, judgments, interest or other expenses
    arising out of the Debtors' use of the Property and
    possession of the Site from and after the date of the
    Stipulation through April 30, 2002.

H. Within five business days following receipt of written notice
    from the Debtors, Sabey will indemnify and hold the estate
    harmless from and against any and all distributions on
    allowed claims of Sabey and the Mechanics and Materialmen to
    the extent that such allowed claims aggregate more than
    $7,854,000.

I. A notice will not be issued by the Debtors more than 30 days
    prior to any anticipated distribution to creditors in a class
    including the holders of any Excess Claims. (Exodus
    Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)


FASTCOMM COMMS: Files Voluntary Chapter 11 Petition in Virginia
---------------------------------------------------------------
FastComm Communications (OTC BB: FSCX) has filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Act. The filing
was made in the United States Bankruptcy Court for the Eastern
District of Virginia and was assigned case #02-82177. In
connection with this matter, the Company retained the firm of
Tyler, Bartl, Gorman and Ramsdell located in Alexandria,
Virginia who filed the petition on FastComm's behalf.

Among the reasons cited by the Company for the filing was the
eroding demand for telecom equipment coupled with the weak
economy, and cancellation or postponement of projects by major
telecommunications equipment vendors and carriers.

FastComm will continue operations during this process including
delivering and supporting existing and new products, resale
partners, and customers. No changes in management or operations
is expected or contemplated. The filing acts as an automatic
stay of all lawsuits previously filed against the Company.

FastComm Communications -- http://www.fastcomm.com-- is a
complete signaling, voice and data system solution provider,
offering innovative signaling interoperability solutions that
include support for SS7, C7, C5, R1, R2, and DTMF. FastComm also
provides advanced IP and data solutions over Frame Relay such as
voice/data Integrated Access Devices (IADs), IBM data center
products and protocol converters specifically designed for
Unisys environments.


FASTCOMM COMMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: FastComm Communications Corporation
         45472 Holiday Drive
         Suite 3
         Dulles, Virginia 20166-0000

Bankruptcy Case No.: 02-82177

Type of Business: FastComm is a complete signaling, voice and
                   data system solution provider, offering
                   innovative signaling interoperability
                   solutions that include support for SS7, C7,
                   C5, R1, R2, and DTMF. The Debtor also
                   provides advanced IP and data solutions over
                   Frame Relay such as voice/data Integrated
                   Access Devices (IADs), IBM data center
                   products and protocol converters specifically
                   designed for Unisys environments.

Chapter 11 Petition Date: May 3, 2002

Court: Eastern District of Virginia - Alexandria

Debtor's Counsel: Thomas P. Gorman, Esq.
                   Tyler, Bartl, Gorman & Ramsdell, PLC
                   206 North Washington Street
                   Suite 200
                   Alexandria, Virginia 22314
                   703-549-5000
                   Fax : 703-549-5011

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Zanett Lombardier Fund LP                           $1,137,000
The Zanett Securities Corporation
135 East 57th Street, 15th Floor
New York, New York 10028

Zanett Lombardier Master Fund LP                      $850,000
The Zanett Securities Corporation
135 East 57th Street, 15th Floor
New York, New York 10028

Goldman Sachs Performance Partners (Offs              $825,000
c/o Commodities Corporation LLC
701 Mount Lucas Road
CN 850
Princeton, New Jersey 08540

Chris Gust                                            $687,500
Wolverine Trading
175 West Jackson
Suite 200
Chicago, Illinois 60604

Robert Bellick                                        $687,500
Wolverine Trading
175 West Jackson
Suite 200
Chicago, Illionis 60604

Goldman Sachs Performance Partners LLC                $675,000
c/o Commodities Corporation LLC
701 Mount Lucas Road
CN 850
Princeton, NJ 08540

Richard Abrahams                                      $500,000
1725 Lilly Court
Highland Park, Illinois 60035

Bruno Guazzoni                                        $374,000
The Zanett Securities Corporation
135 East 57th Street, 15th Floor
New York, New York 10028

Zanett Lombardier Fund II LP                          $125,000

Sokolow Dunard Mercadier                              $114,726

Manufacturing Services Inc.                            $96,581

Insight Electronics                                    $93,601

Aimtronics                                             $77,060

Waytec Electronics                                     $75,757

Avnet Kent                                             $74,320

MBT International                                      $61,033

Future Communications Software                         $59,117

KittredgeDonleyElson                                   $50,436

Manufacturing Solutions Inc.                           $56,537

Zanett Securities Corporation                          $54,450


FEDERAL-MOGUL: Pushing for Interim Compensation Order Amendment
---------------------------------------------------------------
Federal-Mogul Corporation, and its debtor-affiliates ask the
Court to amend the Interim Compensation Order so as to require
professionals in these Chapter 11 cases to submit Monthly
Statements.  The statements would be submitted no later than the
30th day of the month following the month for which payment for
fees and reimbursement of expenses is sought. The Debtors also
seek authorization to pay the Interim Amount no later than 10
days following issuance of the Certification of non-objection.
The Debtors also provide that, in the event that a Monthly
Statement is not received by the due date, they will no longer
be required to remit any of the requested amounts until such
time as a subsequent Monthly Statement is submitted. The
remaining Interim Compensation Procedures, however, will remain
intact.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, P.C., in Wilmington, Delaware, explains that, at present,
the Debtors have little ability to gauge the rate at which
professional fees are being incurred - or the basis for those
fees - with respect to many of the professionals in these cases.
This is because the Monthly Fee Applications of such
professionals are not submitted on a timely basis after the fees
and expenses are incurred. Moreover, it is difficult for the
Debtors properly to budget and manage the amount of professional
fees in these cases without more timely information as to the
rate at which such fees are incurred. The implementation of a
deadline by which the professionals must submit their Monthly
Statements - and a sanction for failing to meet such deadline -
will assist the Debtors in obtaining the necessary information
to resolve these issues. (Federal-Mogul Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: First Quarter Net Sales Slide-Down 7% to $1.3BB
--------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported
first quarter sales of $1,346 million, down seven percent
compared to $1,451 million in 2001. Excluding the effects of
foreign currency exchange and businesses divested in the prior
year, first quarter sales were down two percent from 2001. First
quarter losses from operations were $0.06 per share, compared to
$0.22 per share in 2001. First quarter 2001 earnings per share
from operations exclude previously announced restructuring and
impairment charges and have been adjusted on a pro forma basis
for the adoption of SFAS 142. After these charges, reported
first quarter 2002 losses were $0.31 per share compared to $0.89
per share in 2001.

First quarter 2002 cash flow from operations, net of capital
expenditures, was (negative)$32 million compared to
(negative)$146 million for first quarter 2001.

"We are on schedule with the implementation of our operational
improvement plan, with disciplined productivity improvement
actions including investing strategically in plants and
equipment. I'm very encouraged by the results we are beginning
to see in our operations, especially in this difficult
business environment," said Frank Macher, chairman and chief
executive officer.

                     Sales by Customer Channel

Sales of replacement parts to aftermarket customers totaled 45
percent of the company's first quarter 2002 sales or $611.6
million. By geographic region, first quarter 2002 aftermarket
sales were 77 percent in North America, 21 percent in Europe and
two percent in the rest of the world.

Sales of original equipment parts totaled 55 percent of the
company's first quarter 2002 sales or $734.5 million. By
geographic region, first quarter 2002 sales were 50 percent in
North America, 49 percent in Europe and one percent in the rest
of the world.

                Sales by Global Product Line Bearings

First quarter 2002 sales for the global Bearings product line
were $128 million for 9.5 percent of Federal-Mogul's total sales
compared to $153 million in 2001, reflecting a decline in
original equipment sales. By customer, total Bearings sales were
77 percent for original equipment and 23 percent for the
aftermarket. By geographic region, Bearings original equipment
sales were 40 percent in North America, 55 percent in Europe and
five percent in the rest of the world.

                            Friction

First quarter 2002 sales for the global Friction product line
were $166 million for 18.5 percent of Federal-Mogul's total
sales compared to $162 million in 2001, reflecting strong sales
of Wagner(R) ThermoQuietT premium brake pads to aftermarket
customers. By customer, total Friction sales were 53 percent for
original equipment and 47 percent for the aftermarket. By
geographic region, Friction original equipment sales were 34
percent in North America, 64 percent in Europe and two percent
in the rest of the world.

                            Lighting

First quarter 2002 sales for the Lighting product line were $85
million for six percent of Federal-Mogul's total sales compared
to $82 million in 2001, reflecting the start of new original
equipment programs. By customer, total Lighting sales were 72
percent for original equipment and 28 percent for the
aftermarket. By geographic region, Lighting original equipment
sales were 94 percent in North America and six percent in the
rest of the world.

                           Pistons

First quarter 2002 sales for the global Pistons product line
were $181 million for 13 percent of Federal-Mogul's total sales
compared to $180 million in 2001. By customer, total Pistons
sales were 89 percent for original equipment and 11 percent for
the aftermarket. By geographic region, Pistons original
equipment sales were 40 percent in North America and 60
percent in Europe, where Federal-Mogul's strong position in
diesel engine technology contributes significantly. Federal-
Mogul was awarded a contract to supply its patented MonosteelT
piston to a global heavy-truck engine manufacturer; the initial
five-year agreement is expected to generate nearly $100 million
in sales for the company over the life of the contract.

                     Piston Rings and Liners

First quarter 2002 sales for the global Piston Rings and Liners
product line were $110 million for eight percent of Federal-
Mogul's total sales compared to $120 million in 2001, a decrease
caused by lower demand in both original equipment and
aftermarket sales. By customer, total Piston Rings and Liners
sales were 86 percent for original equipment and 14 percent for
the aftermarket. By geographic region, Piston Rings and Liners
original equipment sales were 42 percent in North America and 58
percent in Europe.

                        Sealing Systems

First quarter 2002 sales for the global Sealing Systems product
line were $250 million for 18.5 percent of Federal-Mogul's total
sales compared to $254 million in 2001. Original equipment sales
declines were offset partially by increases in aftermarket sales
of Federal-Mogul's Fel-Pro(R) gaskets. By customer, total
Sealing Systems sales were 47 percent for original equipment and
53 percent for the aftermarket. By geographic region, Sealing
Systems original equipment sales were 74 percent in North
America and 26 percent in Europe.

           Sintered Valve Train and Transmission Products

First quarter 2002 sales for the global Sintered Valve Train and
Transmission Products line were $85 million for six percent of
Federal-Mogul's total sales compared to $92 million in 2001. By
customer, total Sintered Valve Train and Transmission Products
sales were 98 percent for original equipment and two percent for
the aftermarket. By geographic region, Sintered Valve Train and
Transmission Products original equipment sales were 31 percent
in North America, 67 percent in Europe and two percent in the
rest of the world.

                       Systems Protection

First quarter 2002 sales for the global Systems Protection
product line were $31 million for two percent of Federal-Mogul's
total sales compared to $30 million in 2001. Original equipment
customers account for 100 percent of Systems Protection sales.
By geographic region, Systems Protection sales were for 68
percent in North America, 29 percent in Europe and three percent
in the rest of the world.

On April 24, 2002, Federal-Mogul common stock began trading on
the NASD over-the-counter bulletin board under the ticker symbol
FDMLQ. On October 1, 2001, Federal-Mogul decided to separate its
asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring in Bankruptcy
Court in the United States and Administration in the United
Kingdom.

Statement of Financial Accounting Standard No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142") was adopted on January
1, 2002, and requires companies to no longer amortize goodwill
and other indefinite-lived intangible assets. The company
continues to evaluate the impairment provisions of SFAS 142 and
expects to record a non-cash charge in its second quarter 2002
results.

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


FLAG TELECOM: Honors $3.2MM Prepetition Employee Obligations
------------------------------------------------------------
FLAG Telecom Holdings Limited, and its debtor-affiliates seek
Court authority to honor payment of pre-petition compensation,
benefits and expense reimbursement amounts owing to employees.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, says
payment of employee obligations is essential and necessary to
the Debtors' continued operations in Chapter 11 and to an
effective reorganization.

As of the First Petition Date, the Debtors had approximately 260
employees, all of whom worked on a salary basis. The Debtors'
workforce is comprised of approximately 136 non-supervisory
employees, 88 supervisory employees, 19 sales employees and 17
executive employees. Approximately 75% of the Debtors' workforce
is employed by FLAG Telecom Limited. Of the remaining 25%,
approximately 17% is employed by FLAG Limited and approximately
8% by FLAG Telecom USA Ltd.

FLAG Telecom Group Services Limited and FLAG Telecom Holdings
Limited have minimal numbers of employees, and none of
FLAG Atlantic Limited, FLAG Pacific USA Limited, FLAG Asia
Limited and FLAG Atlantic USA Limited have any employees.

More than 65% of the Debtors' employees are based in London,
where the Debtors' corporate headquarters is located, and most
of those employees are employed by FLAG Telecom Limited. Almost
all of FLAG Limited's employees work in Dubai in the United Arab
Emirates. The Debtors' employees in the Unites States primarily
work for FLAG Telecom USA Ltd. The remaining employees of the
Debtors are located in Cairo, Egypt and London.

All of the Debtors' employees are paid a salary on a monthly
basis, on or about the last day of each month. All employees
historically have received their salaries by direct deposit. The
aggregate monthly payroll expense for all of the Debtors'
employees is approximately $3,200,000.

Mr. Reilly says the Debtors believe that the majority of their
pre-petition cash compensation obligations to employees were
paid as due. Thus, for each Debtor, the only material
outstanding obligations to employees are those that accrued
between the last regular payment due date and the applicable
Petition Date. For instance, the Previously Filed Entities paid
their last pre-petition payroll on March 28, 2002 for the period
ending March 31, 2002, and thus the outstanding payroll
obligations to their employees are from April 1, 2002 to the
First Petition Date. There are no outstanding payroll
obligations due to the employees of the April 23, 2002 Filing
Entities.

The Debtors believe that the outstanding cash obligations owed
to their employees total an aggregate amount of approximately
$201,600.  These obligations are for:

      (a) salaries, sick pay, vacation and retention payments;

      (b) amounts that the Debtors are required by law to
          withhold from employee payroll checks for federal,
          state and local income taxes, including unemployment
          contributions and taxes, and social security and
          Medicare taxes (and the non-US equivalents);

      (c) amounts that the Debtors are required to pay to match
          amounts paid by employees for state unemployment taxes,
          social security and Medicare taxes (and the non-US
          equivalents);

      (d) amounts withheld or deducted from employees' paychecks
          in the ordinary course of business for court-ordered
          wage garnishments (if any); and

      (e) voluntary employee contributions paid by the Debtors to
          employee retirement plans, including the Debtors'
          401(k) or similar programs, tax exempt flexible
          spending accounts, life, health, disability and similar
          insurance premiums, and any other authorized
          deductions.

Approximately $149,000 of the amount relates to wages due to be
paid directly to employees of the Debtors for the period from
April 1, 2002 to the First Petition Date. The remaining portion
of the compensation obligations relate to the withholding funds,
match obligations and similar obligations.

In addition to their regular permanent employees, the Debtors
use approximately 70 part-time and full-time contract and
temporary employees. Temporary employees are used primarily to
fill position vacancies or for discrete projects, and contract
employees are used primarily for maintenance operations,
accounting, office administration, executive consulting,
telecommunication services and sales.

The Debtors' pre-petition obligations to contract employees,
temporary employees and agencies through the applicable
Petition Date are approximately $21,000 for the Previously Filed
Debtor Entities and approximately $396,600 for the Newly Filed
Debtor Entities.

                  Employee Benefits

In the ordinary course of the Debtors' business, as is customary
with most large companies, the Debtors have established various
benefit plans, programs and policies for their employees,
including their directors and certain retirees. Such benefit
plans, programs and policies include medical insurance, dental
insurance, vision coverage, life insurance and accidental death
and dismemberment insurance, short-term and long-term disability
protection, 401(k) plans, pension plans, supplemental executive
retirement plans. The Debtors believe that, as of the Additional
Petition Date, most of their Benefit Obligations were paid as
due.  The amount of any accrued and unpaid pre-petition Benefit
Obligations, including usual and customary matches to retirement
plans, is approximately $175,000.

The Debtors maintain a 401(k) retirement plan for their U.S.
employees. In the year 2001, the Debtors paid an average of
approximately $16,600 per month for 401(k) retirement plan. As
of the Additional Petition Date, the Debtors owe approximately
$8,700 in 401(k) contributions.

The Debtors fund a pension plan for the FLAG Telecom Limited
employees. In the year 2001, the Debtors paid an average of
approximately $13,300 per month for the pension plan. As of each
applicable Petition Date, the Debtors owe approximately $9,800
in pension plan contributions.

Mr. Reilly says the sudden commencement of the Debtors' Chapter
11 cases has shaken the confidence of the employees. Failure to
honor outstanding commitments would have a further adverse
impact on employee morale and, the Debtors' management believes,
could result in significant losses among the Debtors' workforce.
(Flag Telecom Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLORSHEIM GROUP: Court to Consider Weyco Asset Sale on Friday
-------------------------------------------------------------
Florsheim Group Inc. (OTCBB: FLSCQ.OB) said that no qualified
bids were received from other parties by the April 30, 2002 bid
deadline established pursuant to the order of the U.S.
Bankruptcy Court for the Northern District of Illinois for the
Assets as defined in its previously announced Asset Purchase
Agreement with Weyco Group Inc. (NASDAQ:WEYS).

The Company therefore contemplates no auction for the Assets
will be held and at a hearing scheduled for May 10, 2002, the
Debtors will seek the approval of the Bankruptcy Court for the
sale of Assets to Weyco Group Inc., pursuant to the terms of the
Asset Purchase Agreement.

Florsheim Group Inc. designs, markets, and sources a diverse and
extensive range of products in the middle to upper price range
of the men's quality footwear market. Florsheim distributes its
products in more than 6,000 department stores and specialty
store locations worldwide, through company-operated specialty
and outlet stores and through licensed stores worldwide.

DebtTraders reports that Florsheim Group Inc.'s 12.750% bonds
due 2002 (FLSC1) are quoted between the prices 21 and 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLSC1for
real-time bond pricing.


FLORSHEIM GROUP: Weyco Group Pitches Best Bid for Certain Assets
----------------------------------------------------------------
Weyco Group Inc. (Nasdaq: WEYS) said that the company has been
named the successful bidder for Florsheim's domestic wholesale
business, related assets and certain retail stores.

The Company was notified that no other qualified bids were
received by the April 30th bidding deadline, and as such, no
auction will be held. Approval of the sale will be sought at a
hearing scheduled before the U.S. Bankruptcy Court for the
Northern District of Illinois on May 10th. Florsheim Group
(OTC Bulletin Board: FLSCQ.OB), along with four of its
subsidiaries, voluntarily filed a petition for relief under
Chapter 11 of the U.S. Bankruptcy Code on March 4th.

The acquisition means that, after 50 years, the stewardship of
the Florsheim brand has returned to the Florsheim family. Thomas
W. Florsheim, Sr., is Chairman of the Board of Weyco Group;
Thomas W. Florsheim, Jr., is President and CEO, and John
Florsheim is Executive Vice President and Chief Operating
Officer.

Thomas W. Florsheim, Jr., commented, "We are extremely gratified
to have the opportunity to bring the name back home, and look
forward to investing in and rebuilding the Florsheim brand. We
will be working closely with the management at Florsheim Group,
Inc., and anticipate a relatively short, smooth transition."

Weyco Group, headquartered in Milwaukee, Wisconsin, is engaged
in the manufacture, purchase and distribution of men's footwear.
The principal brands of shoes sold are Nunn Bush, Nunn Bush
NXXT, Brass Boot, Stacy Adams and SAO by Stacy Adams. The
company's products consist of quality leather dress and casual
shoes.


GLOBIX CORP: Secures Court Nod to Hire Skadden Arps as Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives its
approval to Globix Corporation and its debtor-affiliates to hire
Skadden, Arps, Slate, Meagher & Flom LLP as their attorneys,
nunc pro tunc to the Petition Date.

Skadden Arps has represented the Debtors since July, 1999. As a
result, Skadden Arps is knowledgeable about the capital
structure of other material agreements of the Debtors. The
Debtors disclose that continued representation of Skadden Arps
is critical to the success of their reorganization.

Skadden Arps will:

      i) advise the Debtors with respect to their powers and
         duties as debtors and debtors-in-possession in the
         continued management and operation of their business and
         properties;

     ii) attend meetings and negotiate with representatives of
         creditors and other parties in interest;

    iii) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions
         on their behalf, the defense of any actions commenced
         against the estates, negotiations concerning litigation
         in which the Debtors may be involved, and objections to
         claims filed against the estates;

     iv) prepare on behalf of the Debtors all motions,
         applications, answers, orders, reports, and papers
         necessary to the administration of the estates;

      v) advise the Debtors in connection with any sale of
         assets;

     vi) negotiate and prosecute on the Debtors' behalf plans of
         reorganization, disclosure statements, and all related
         agreements or documents, and take any necessary action
         on behalf of the Debtors to obtain confirmation of such
         plan;

    vii) appear before the Court, any appellate courts, and the
         United States Trustee, and protect the interests of the
         Debtors' estates before such courts and the United
         States Trustee; and

   viii) perform all other necessary legal services and provide
         all other necessary legal advice to the Debtors in
         connection with the chapter 11 cases.

Based on a Letter Agreement, Skadden Arps' "bundled rate"
structure will apply to these cases.  Skadden Arps will not seek
separate reimbursement for certain staff, clerical and resource
charges. The hourly rates under the "bundled rate" structure
are:

      Partners                    $480 to $695
      Counsel and Associates      $230 to $470
      Legal Assistants and        $80 to $160
        Support Staff

Globix Corporation, a leading full-service provider of Internet
solutions to businesses, filed for chapter 11 protection on
March 01, 2002. Jay Goffman, Esq. and Gregg M. Galardi, Esq. at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $524,149,000 in total
assets and $715,681,000 in total debts.


HEARTLAND TECH: Liquidation Likely if Debt Workout Talks Crumble
----------------------------------------------------------------
Heartland Technology, Inc. (Amex: HTI) has received a "put
notice" from LZ Partners LLC (LZ) demanding that Heartland
Technology buy back LZ's shares in Zecal Technology LLC. The
notice cites an amount of $12.8 million plus interest dated as
of April 16, 2002. Zecal is a joint venture of the two companies
that has ceased operations.

Heartland Technology also has received resignations from LZ's
two members of the board of managers of Zecal.

Heartland Technology said it is reviewing the put notice to
determine what action to take.

The company recently reported that it is not currently
generating enough cash from operations to pay fixed costs.
Heartland Technology said it was in discussions with its
creditors to see if it can reach agreements to restructure its
debt. The company also said it was seeking to sell or merge
various assets and subsidiaries as well as the entire company in
order to create value. If Heartland Technology is unsuccessful
in these efforts, the company is likely to be dissolved or
liquidated.


HOULIHAN'S RESTAURANTS: Hires Neill for Tax Reduction Work
----------------------------------------------------------
Houlihan's Restaurants, Inc., obtains approval from the U.S.
Bankruptcy Court for the Western District of Missouri to Employ
Neill, Terrill & Embree, LC to analyze, and when appropriate,
seek reduction in real and personal property tax assessments and
personal property owned by the Debtors in the State of Kansas.

According to the Agreement, Neill, Terrill's sole compensation
for services shall be equal to 25% of the net tax savings
realized with respect to an assessment which is appealed or in
which a reduction in the assessment is obtained.

Neill, Terrill shall evaluate and analyze the assessments and
determine to what extent, if any, the Assessments are excessive.
For each excessive Assessment Neill, Terrill shall:

      i) file and diligently pursue an application for a
         reduction in the Assessment;

     ii) represent Client in all negotiations with the
         appropriate taxing authority;

    iii) appear on behalf of Client at formal and informal
         hearings; and

     iv) file and diligently pursue appeals before any board,
         tribunal or commission having authority with respect to
         the Assessment.

Houlihan's Restaurants, Inc. filed for chapter 11 protection
together with affiliates on January 23, 2002. Cynthia Dillard
Parres, Esq. and Laurence M. Frazen, Esq. at Bryan, Cave LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $100 million.


ICH CORP: Obtains Open-Ended Lease Decision Period Extension
------------------------------------------------------------
ICH Corporation and its debtor-affiliates sought and secured
approval from the U.S. Bankruptcy Court for the Southern
District of New York to extend their time period to elect
whether to assume, assume and assign or reject unexpired
nonresidential real property leases. The Court gives the Debtors
until the date of plan confirmation to decide on leases.

ICH Corporation, a Delaware holding corporation, which operates
Arby's restaurants, located primarily in Michigan, Texas,
Pennsylvania, New Jersey, Florida and Connecticut. The Company
filed for chapter 11 protection on February 05, 2002. Peter D.
Wolfson, Esq. at Sonnenschein Nath & Rosenthal represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed debts and assets of
over $50 million.


IT GROUP: Gets Permission to Hire Ordinary Course Professionals
---------------------------------------------------------------
Judge Walrath permits The IT Group, Inc., and its debtor-
affiliates to employ and retain Ordinary Course Professionals.
Depending on the their budget, the Debtors are also authorized
to pay, but not directed to pay, without formal application to
the Court, the fully-billed amounts of the interim fees and
disbursements of each ordinary course professional.  This is
provided, however, that the expenditures for these professionals
does not exceed a monthly cap of $80,000 without special
retention or court approval. In addition, no compensation paid
to an ordinary course professional will be final until the
retention of such is authorized as a final matter.

The judge also ruled that the Debtors can employ additional
Ordinary Course Professionals without further hearing or court
order by filing a supplement to the list already submitted in
Court.  The supplement must disclose the name, estimated monthly
fee and a brief description of the services to be rendered by
such professional. (IT Group Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IT GROUP: Shaw Group Completes Acquisition of Assets for $105MM
---------------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) has completed the previously
announced acquisition of substantially all of the assets and the
assumption of certain liabilities of The IT Group, Inc.  The
successful bid was for a total of $105 million, with Shaw to pay
approximately $52.5 million in cash and approximately 1.67
million shares of Shaw Common Stock, and the assumption of
certain liabilities. On April 25, 2002, a court order was signed
under Chapter 11 of the U.S. Bankruptcy Code approving the
transaction.

The Shaw Group Inc. is the world's only vertically-integrated
provider of comprehensive engineering, procurement, pipe
fabrication, construction and maintenance services to the power,
process and environmental & infrastructure sectors. Shaw is
headquartered in Baton Rouge, Louisiana, and currently has
offices and operations in North America, South America, Europe,
the Middle East and Asia-Pacific. With the addition of The IT
Group, Shaw will employ more than 20,000 people annually.
Additional information on The Shaw Group is available at
http://www.shawgrp.com


INTEGRA INC: Stuart Piltch Buys-Back Global Benefits Solutions
--------------------------------------------------------------
In accordance with an Agreement dated April 4, 2002, Integra,
Inc. sold 100% of the membership units of Global Benefits
Solutions LLC to Stuart Piltch in exchange for Mr. Piltch's
surrender to the Company of 1,000,000 shares of the Company's
common stock and all of the issued and outstanding shares of the
Company's Series SP Preferred Stock, as well as payment to the
Company of the first $180,000 collected within the first three
months after the Closing Date with regard to the accounts
receivable of GBS and up to $50,000 in connection with the
settlement of certain claims.

The Company had acquired GBS on July 27, 2001 in exchange for
the shares of the Company's common stock and Series SP Preferred
Stock that Mr. Piltch surrendered in exchange for 100% of the
membership units of GBS at the Closing Date.  Mr. Piltch
exercised his right to repurchase 100% of the membership units
of GBS pursuant to the Unit Repurchase Agreement entered into by
Mr. Piltch and the Company on July 27, 2001 in connection with
the Company's acquisition of GBS. The Unit Repurchase Agreement
was amended on April 4, 2002 in connection with the Company's
sale of GBS. Mr. Piltch resigned as chief executive officer and
as a director of the Company on March 13, 2002.

GBS provides actuarial consulting services with respect to the
design, funding and administration of compensation, benefit and
retirement plans.

The consideration received by the Company in the sale of GBS to
Mr. Piltch was determined in accordance with the terms of the
Unit Repurchase Agreement and based on negotiations between the
parties subsequent to Mr. Piltch's resignation as chief
executive officer and as a director of the Company. There is no
other material relationship between the Company or any of its
affiliates or any director or officer of the Company or any
associate of any such director of officer and Mr. Piltch.

Integra, Inc. (IGR) is based in King of Prussia, PA -- providing
1.15 million members with behavioral healthcare solutions and
management, including Employee Assistance Programs, Work Life
Solutions, as well as Health Plan management and administration;
Global Benefits Solutions provides consulting services to
companies with over 150,000 employees. As of December 31, the
company reported a Stockholders' equity deficit of 7.5 million.


INTELLIGROUP: Falls Below Nasdaq Minimum Listing Requirements
-------------------------------------------------------------
Intelligroup, Inc. (Nasdaq: ITIG), a leading global technology
solutions and services provider, reported results, meeting
revenue and earnings expectations, for the quarter ended March
31, 2002.

Operational highlights:

      * 12-month revenue backlog remains strong at $52 million;

      * Won 44 new or expanded consulting services projects since
        fourth quarter 2001, including 16 HotPac and Uptimizer
        projects;

      * Won 6 new application management and offshore projects
        since fourth quarter 2001;

      * Global Support and Advanced Development Centers certified
        under new "ISO 9001:2000" standards.

First quarter financial highlights:

      * First quarter revenues of $24.6 million, with gross
        profit margin of 30.2%;

      * EBITDA of $1.2 million;

      * Positive quarterly operating income of $210,000;

      * Cash earnings per share of $0.05 for Q1 2002 (net income
        plus appropriately tax-effected depreciation and
        amortization expense divided by diluted shares
        outstanding).

The Company reported revenues of $24.6 million for the first
quarter 2002, compared to $25.4 million in the fourth quarter
2001, and $30.8 million in the first quarter 2001.

Gross profit margin for the first quarter 2002 was 30.2% of
revenue, compared with 31.3% for the fourth quarter 2001, and
29.8% for the first quarter 2001.

In accordance with a recent accounting pronouncement, the
Company is now required to classify billings for reimbursable
"out-of-pocket" expenses as revenue, with corresponding amounts
included in cost of sales, in the statement of operations.
Accordingly, the Company has reclassified all prior period
financial information for presentation consistent with the new
accounting guidance.

First quarter operating expenses (selling, general,
administrative and depreciation expenses) were $7.2 million,
compared with $7.7 million (excluding restructuring and other
special charges) for the fourth quarter 2001, and compared with
operating expenses of $9.1 million for the first quarter 2001.

The Company reported first quarter 2002 operating income of
$210,000, and earnings before interest, taxes, depreciation and
amortization ("EBITDA") of $1.2 million, compared with first
quarter 2001 operating income of $102,000 and EBITDA of $1.2
million.

First quarter 2002 net income was $11,000, compared with net
income (excluding restructuring and other special charges) for
the fourth quarter 2001 of $156,000, and compared to first
quarter 2001 net income of $188,000.

Commenting on the first quarter 2002 results, Arjun Valluri,
Chairman and CEO, said, "We met our income expectations for the
seventh consecutive quarter, in a very competitive IT services
market environment that included economic downturn, pricing
pressures, deferred customer spending, and reductions in the
scope of projects." Valluri continued, "Our significant
investments in application management and offshore development
services, and vertical solutions for the small-to-medium sized
customers, have yielded notable strength in our pipeline."

Valluri added, "We are cautiously optimistic, and are raising
our Q2 expectations for revenue to between $25 million and $26
million, with earnings per share in the range of $0.01 to $0.02.
We have also raised our expectations for full year 2002 revenues
to be in the range from $103 million to $105 million, with
between $0.05 and $0.06 earnings per share."

The Company also disclosed that Nasdaq has notified the Company
that its closing bid price was less than one dollar for thirty
consecutive trading days, and therefore has not met minimum
continued listing requirements. If the Company does not regain
compliance before July 3, 2002, it may be subject to delisting
from the Nasdaq National Market, and therefore is currently
exploring all options.

Intelligroup, Inc. enables real-time enterprise computing
through the development, implementation and support of
integrated industry-specific enterprise, e-commerce and m-
commerce software applications. Intelligroup's high-quality
onsite/offshore delivery model combined with a comprehensive
suite of tools provides customers with a faster time-to-market
and lower total cost of ownership of mission-critical
applications. The offshore facilities of Intelligroup are
assessed at SEI/SW-CMM Level 5 and ISO 9001 certified.
Intelligroup has operations in the Americas, UK, Sweden,
Denmark, India, Australia, New Zealand, Japan, Hong Kong,
Singapore and Indonesia. Intelligroup has been quoted on the
Nasdaq National Market (ticker ITIG) since September 1996.

Visit Intelligroup on the Internet at
http://www.intelligroup.com


INT'L TOTAL: Closes Sale of Comm'l Security Business to Willard
---------------------------------------------------------------
International Total Services, Inc. (OTC:ITSW) announced the
closing of the sale of its commercial security business to
Willard M LLC, a Houston based company, pursuant to Order of the
U.S. Bankruptcy Court for the Eastern District of New York.

Willard M LLC's Chairman & CEO, Willard Shuman, and its
President & COO, Bill Young, indicated that they will invest in
the ITS commercial security business and continue operations
under the name ITS - "I THINK SERVICE" - with the goal of
providing to all clients "A uniformed guard, on post, on
time." Willard M LLC believes that the ITS commercial security
business is one of the largest American-owned security
operations with a national presence.

The transaction included payment of approximately $ 4.8 million
in cash for substantially all of the assets of the commercial
security division, including accounts receivables, plus the
assumption of certain accrued payroll-related liabilities.

ITS and its domestic subsidiaries filed voluntary petitions for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of New
York on September 13, 2001. The company continues business
operations without interruption under court protection.

ITS continues to provide airport screening services pursuant to
contract with the Federal Aviation Administration. The company
has more than 8,000 employees at operation throughout the United
States, and in the United Kingdom.


KAISER ALUMINUM: Signing-Up Resources Connection as Consultant
--------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates gets the
Court's permission to employ Resources Connection as employee
compensation consultants.

Specifically, the Debtors will get Resources to:

A. review and analyze the Debtors' current compensation
       structure, focusing on key employee;

B. evaluate the competitiveness of the Debtors' compensation
       levels for key employees;

C. compare the Debtors' compensation programs to other companies
       that have  gone through a similar restructuring;

D. prepare a cost/benefit analysis of current and proposed
       employee compensation packages;

E. prepare a process for the Debtors to identify and prioritized
       the placement of employees;

F. assist and advise the Debtors in developing and implementing
       new employee compensation and retention programs;

G. develop a severance program for the Debtors' employees and
       assist the Debtors in implementing that program; and,

H. provide  such other employee compensation and human resources
       consulting services as may be requested by the Debtors.

At the Debtors' request, the firm's ordinary and customary
hourly rates have been discounted by 10%.  Resources
professionals' will charge the Debtors:

            Position               Hourly Rate
    --------------------------    -------------
     Executive Vice President         $405
            Director                  $360
         Senior Consultant            $270
           Consultant                 $225
         Administrative               $135

Resources estimates that the development of compensation
programs for the Debtors will cost about $50,000 to $150,000
depending on the nature, extent and complexity of the programs
developed. (Kaiser Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KMART CORP: Penske Settlement Nets $6 Million Cash for Debtors
--------------------------------------------------------------
Kmart Corporation, and its debtor affiliates obtained the
Court's authority to enter into a Settlement Agreement resolving
certain claims against Penske Auto Centers Inc., Penske Auto
Centers LLC, and Penske Corporation.

The salient terms of the Settlement Agreement provide that:

(a) Kmart and certain of its subsidiaries and affiliates who are
     signatory to the Settlement Agreement and the Penske
     Entities agree to confer in good faith to develop a plan to
     wind-down the physical plant and operations of the Auto
     Centers. The physical wind-down provides that the Auto
     Center locations be left in "broom clean" condition
     consistent with past practice between the parties. The
     Penske Entities will be obligated to fund payroll and
     severance obligations of Penske LLC;

(b) The Kmart Entities will not object to the return of
     inventory and equipment to Goodyear Tire & Rubber Company,
     SnapOn Inc. and National Automotive Parts Association
     provided that such parties credit any obligation owed by
     Penske LLC to such parties for the fair market value of the
     Returned Goods and pay to Penske LLC any amounts by which
     the fair market value exceeds such obligations which excess
     amounts shall be deposited in the escrow.  As a condition to
     the return of Returned Goods in the case of Snap-On and
     NAPA, Snap-On and NAPA will waive any and all claims that
     they may have against the Kmart Entities and the Penske
     Entities that are related to such business relationships
     with Penske LLC.

(c) As a resolution of Penske LLC's claim for payment and the
     Kmart Entities' security interest, the Kmart Entities agree
     to deposit the Sales Receipt Receivables into an escrow
     account (which deposit into escrow shall not be subject to
     setoff), together with any other receipts from the sale of
     inventory, equipment and fixtures (including without
     limitation, form the sale of Returned Goods). Monies in the
     Escrow Account will first be used to satisfy costs incurred
     as a part of the physical wind-down plan relating to
     signage, hazardous waste disposal and clean-up of the Auto
     Center locations. Any funds remaining in the Escrow Account
     will be available for payment of customer warranty and other
     customer claims asserted by customers o f Penske LLC for a
     period of two years after the effective date of the
     Settlement Agreement, and any funds that are not necessary
     to satisfy customer warranty claims will be paid to the
     Kmart Entities.

(d) No later than 30 days after the Effective Date, the Penske
     Entities agree to pay to the Kmart Entities a sum of
     $6,000,000 in good and available funds in full satisfaction
     of any and all of Penske Corporation's obligations pursuant
     to that certain First Guarantee Agreement-Penske, dated
     November 29, 1995, as modified by that certain Transaction
     Agreement, effective January 1, 2000. The obligation by
     Penske Corporation to make the Guaranty Payment is absolute
     and will not be subject to setoff, counterclaim or defense
     of any kind.

(e) The Kmart Entities and the Penske Entities will mutually
     release the other of any and all claims, including any claim
     by the Penske Entities arising as a result of Kmart's recent
     store closing efforts. However, the Kmart Entities will
     retain the Master Sublease Claim and will be entitled to
     assert such claim against Penske LLC. The Master Sublease
     Claim will be entitled to pari passu status treatment with
     any claims held by Penske Entities against Penske LLC
     notwithstanding any security interest purportedly granted by
     Penske LLC to Penske Corporation.

The Debtors have convinced Judge Sonderby that the Settlement
Agreement "constitutes a fair and equitable resolution of the
Adversary Proceeding".  According to J. Eric Ivester, Esq., at
Skadden, Arps, Slate, Meagher & Flom, in Chicago, Illinois, the
Settlement Agreement also provides several benefits to the
Debtors' estates because the orderly wind down of the operations
of the Auto Centers will:

    -- maximize any recovery from returned goods,
    -- reduce inventory shrinkage,
    -- ensure that the estates receive the premises in "broom
       clean" condition, and
    -- obligates Penske LLC to fund such a wind down.

Mr. Ivester adds that the settlement also facilitates the cost
effective and prompt conversion of the spaces being vacated by
the Penske Entities into usable, revenue generating space for
the Debtors, as opposed to ongoing litigation regarding such
space as it sits unused.  "The claims between the parties will
also be resolved in a way that facilitates the wind-down of
Penske LLC without undue cost and in a reasonable manner without
the time, expense and uncertainty of litigation," Mr. Ivester
says.

Finally, Mr. Ivester notes, the settlement obligates the Penske
Entities to pay the Debtors $6,000,000 and provides for the
release by the Penske Entities of a $5,000,000 claim against
Kmart in connection with the recently announced closure of
certain Kmart stores. (Kmart Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LERNOUT & HAUSPIE: Wants Solicitation Period Extended to June 17
----------------------------------------------------------------
On behalf of each of Lernout & Hauspie Speech Products N.V. and
L&H Holdings USA, Inc., Gregory W. Werkheiser, Esq., at Morris
Nichols Arsht & Tunnell asks Judge Judith Wizmur for a further
extension of the exclusive period within which the L&H Debtors
may solicit acceptances of their respective chapter 11 plans --
for an additional forty-five days, through and including June
17, 2002.

Mr. Werkheiser explains that the L&H Debtors seek an extension
to allow L&H NV and Holdings to amend the Joint Plan and the
Joint Disclosure Statement, gain approval a disclosure statement
and solicit acceptances of their respective plan -- all without
prejudice to the right of the L&H Debtors to seek further
extensions.

Mr. Werkheiser assures Judge Wizmur that the L&H Debtors have
been working diligently with the L&H Creditors' Committee and
are making substantial progress toward finalizing the terms of
negotiated chapter 11 plans. Furthermore, the L&H Creditors'
Committee has consented conditionally to the extension requested
herein.

Section 1121(b) of the Bankruptcy Code gives a debtor the
exclusive right to file a plan of reorganization for an initial
period of 120 days from the petition date. If the debtor files a
plan within this exclusive period, then the debtor has the
exclusive right for 180 days from the petition date to solicit
acceptances to its plan.  During these exclusive periods, no
other party-in-interest may file a competing plan of
reorganization. Section 1121(d) provides that the Court may
extend the exclusive periods "for cause" upon request of a
party-in-interest and after notice and hearing.

Although the Bankruptcy Code does not define "cause" for an
extension, this Code section grants great latitude to the
bankruptcy judge in deciding, on a case-specific basis, whether
to modify the exclusivity period on a showing of "cause".
Congress did not intend that the 120-and 180-day periods be
inflexible deadlines, instead Congress intended that the
exclusive periods be of adequate length, given the
circumstances, for the debtor to formulate, negotiate and draft
a consensual plan without the dislocation and disruption to the
business that would occur with the filing of competing plans of
reorganization.

    Ample Cause Exists For Extension Of Solicitation Period

(i) Joint Plan

Since the Petition Date, L&H NV and Holdings have been consumed
both with the exigent administrative matters of their cases
pending simultaneously in the United States and Belgium and the
business complications that accompany any chapter 11 filing. L&H
NV and Holdings began working in conjunction with their
respective creditor constituencies and the L&H Creditors'
Committee in the summer of 2001 to develop chapter 11 plans
designed to maximize value for their creditors. These efforts
culminated in the filing of the Joint Plan and Joint Disclosure
Statement in August 2001.

The Joint Plan provided, among other things, for the
reorganization of Dictaphone and the transfer of all of the
assets of the L&H Entities into two new separate entities post-
chapter 11 that would sell or otherwise dispose of assets for
the benefit of the stakeholders of such estates, through either
a joint venture or similar vehicle. It originally was
contemplated that the respective estates of the L&H Debtors
could be maximized by entering into a joint venture or similar
arrangement through a contribution of certain assets into such
joint venture (or similar vehicle); thereafter, post effective
date L&H NV and Holdings would pursue such transaction(s) and
the interests in such joint venture (or similar vehicle) would
be distributed.

Shortly after filing the Joint Disclosure Statement, and prior
to the hearing scheduled to consider the adequacy of the Joint
Disclosure Statement, however, a change in circumstances
compelled the three Debtors to decide not to seek approval at
that time of the Joint Disclosure Statement insofar as it
relates to the L&H Debtors. Specifically, the Belgian court
imposed several conditions on L&H NV that (a) might not be
consistent with the Joint Plan and (b) might affect L&H NV's
ability to consummate the Joint Plan. Moreover, insufficient
progress had been made with respect to the sale or other
disposition of the L&H Entities' Speech And Language Technology
Business, impeding the L&H Group's ability to describe
adequately in the Joint Disclosure Statement (i) the prospective
timing of any joint venture or similar transaction, (ii) the
likely consideration to be realized from such transaction, (iii)
the structure of such transaction, and (iv) the likely recovery
to the L&H Entities' creditors as a result of such transaction.

Given the existence of these unresolved matters, the L&H Group
determined that the prudent course of action would be to adjourn
final consideration of the Joint Disclosure Statement insofar as
it relates to the L&H Entities, and to proceed with seeking
approval of a disclosure statement exclusively with respect to
Dictaphone. On January 31, 2002, Dictaphone filed the Dictaphone
Plan relating solely to claims against and equity interests in
Dictaphone. The Bankruptcy Court confirmed the Dictaphone Plan
on March 13, 2002, and the Dictaphone Plan became effective on
March 28, 2002.

(ii) Progress with Plan Development

Since adjourning consideration of the Joint Plan, Holdings and
L&H NV have sold the majority of their assets, including the
Speech And Language Technology Business. Furthermore, Holdings
currently intends to file its chapter 11 plan (which was
negotiated with the L&H Creditors' Committee) on or before April
30, 2002, relating exclusively to claims against and equity
interests in Holdings, and L&H NV currently is negotiating the
terms of its own chapter 11 plan with the L&H Creditors'
Committee and certain other creditor constituencies.

Indeed, the L&H Debtors have made, and continue to make,
substantial progress toward finalizing their respective chapter
11 plans. Until now, a considerable portion of the three
Debtors' efforts and resources have been focused on finalizing
the Dictaphone Plan. With the completion of that process, the
L&H Debtors now require additional time to finalize their own
respective plans, seek approval of their related disclosure
statements, and, following such approval, solicit votes
accepting or rejecting their respective plans.

              L&H Debtors Are Not Using Exclusivity
                      To Pressure Creditors

Not Negotiation Tactic. The L&H Debtors' request for an
extension of the Solicitation Period does not constitute a
negotiation tactic. It merely reflects the fact that an
extension is required to provide sufficient time to complete the
solicitation process with respect to the remaining debtors, L&H
NV and Holdings, with Dictaphone's Plan now having been
confirmed. Throughout these chapter 11 cases, the three Debtors
have continuously conferred with the Creditors' Committees and
their retained professionals and other parties in interest with
respect to the plan development process for the Joint Plan, the
Dictaphone Plan, the Holdings Plan and any chapter 11 plan
relating to L&H NV. Mr. Werkheiser assures Judge Wizmur that in
the event she grants the extension requested herein, this
interaction will not end.

          L&H Creditors' Committee Conditionally Consents

Further evidence of the cooperative spirit that exists among the
L&H Debtors and the L&H Creditors' Committee can be found in the
agreement that has been reached with respect to the extension
requested herein. Specifically, the L&H Creditors' Committee has
agreed to consent to the requested extension of the Solicitation
Period for an additional forty-five days. In exchange, the L&H
Debtors have agreed that the L&H Creditors' Committee will have
the right at any time during the Solicitation Period, on fifteen
days' written notice to the L&H Debtors, to move before the
Court to terminate the L&H Debtors' exclusive rights with
respect to the Solicitation Period. The L&H Debtors will bear
the burden in opposing such motion of demonstrating any need for
additional extensions of the Solicitation Periods.

Pursuant to Rule 9006-2 of the Local Rules of Practice and
Procedure for the United States Bankruptcy Court for the
District of Delaware, no bridge order is required and the
current Solicitation Periods are deemed extended through the
date that the Court acts on this Motion. See D. Del. Local
Bankr. R. 9006-2 ("If a motion to extend the time to take any
action is filed before the expiration of the period prescribed
by the Code, the Fed. R. Bankr. P., these Rules, the District
Court Rules, or Court Order, the time shall automatically be
extended until the Court acts on the motion, without the
necessity for the entry of a bridge order"). (L&H/Dictaphone
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LASON INC: Delaware Court Confirms Plan of Reorganization
---------------------------------------------------------
Lason, Inc. (OTC Bulletin Board: LSONQ) said that the U.S.
Bankruptcy Court in the District of Delaware has approved its
Plan of Reorganization. The Plan was confirmed at a Confirmation
Hearing on April 30, 2002, less than five months after the
Company filed for Chapter 11 protection. Under the Company's
Plan, its senior secured lenders have agreed to write-off in
excess of $170 million in the Company's debt, the Company's
current outstanding common stock will be canceled, and new
shares in the Reorganized Lason will be issued. Approximately
87.5% of the new shares will be issued to the senior secured
lenders and unsecured creditors and 12.5% of the new shares will
be issued to Lason management, as part of a new incentive plan.

"This is a bright new day for Lason; the past can finally be put
behind us. This solidifies our balance sheet and makes Lason a
viable entity. The swift approval of our Plan would not have
been possible without the loyalty of our customers and vendors,
phenomenal dedication and resilience of our employees and
support of our senior lenders. We have all worked extremely hard
through this process and are tremendously proud of what we have
accomplished in such a short period of time," stated Ronald D.
Risher, president and chief executive officer.

The Company will now focus its efforts and resources on
continuing to provide its customers with best-in-class services
and products and on growing its Imaging Services, Products, Data
Capture and Web-Based Document Repository businesses. "I want to
personally thank those customers and vendors that have worked
with us through this difficult time. Their continued support
coupled with the courts approval of the reorganization plan will
position Lason for future growth. Lason is one team, with one
clear goal ... to provide its customers with superior services
and products that will positively impact our customers'
businesses," stated Mr. Risher.

The Company expects its Plan to go in effect on or about June
30, 2002, as it works through administrative matters related to
the Plan.

Lason is headquartered in Troy, Michigan. Lason is a leading
provider of integrated information management services,
transforming data into effective business communication, through
capturing, transforming and activating critical documents. Lason
has operations in the United States, Canada, Mexico, India and
the Caribbean. The Company currently has over 70 multi-
functional business centers and operates over 60 facility
management sites located on customers' premises. Lason is
available on the World Wide Web at http://www.lason.com


LODGIAN INC: Court Approves David Hawthorne Employment Agreement
----------------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates obtained authorization
to assume their pre-petition employment agreement with President
and Chief Executive Officer David Hawthorne, pursuant to Section
365 of the Bankruptcy Code.

                            *   *   *

Previously reported in the April 16, 2002 issue of the Troubled
Company Reporter:

Effective November 1, 2001, acting pursuant to authorization
from the Debtors' Board of Directors, Lodgian entered into the
Employment Agreement with Mr. Hawthorne, pursuant to which he
was appointed the President and Chief Executive Officer of
Lodgian. The Employment Agreement provides compensation and
benefits consistent with those offered to comparable executives
in the marketplace and by large, complex companies operating in
Chapter 11. The salient terms of Mr. Hawthorne's Employment
Agreement are:

A. Term: Commences as of November 1, 2001, and continues to the
    third anniversary of this date.

B. Compensation:

    a. Base Salary: $400,000 per year.

    b. Annual Bonus: Mr. Hawthorne is eligible to receive an
       annual cash bonus of up to 100% of his Base Salary, but is
       only eligible for a cash bonus of up to 50% of his Base
       Salary for any year in which he is paid a Reorganization
       Bonus.

    c. Reorganization Bonus: If during the Employment Period and
       for a period of 180 days following the Date of
       Termination, Lodgian consummates a Successful
       Restructuring, Mr. Hawthorne will be entitled to a cash
       bonus of:

       1. $900,000 if the Post Restructuring Equity Percentage is
          greater that 1% but less that 10% on a fully diluted
          basis; and

       2. $1,200,000 if the Post Restructuring Equity Percentage
          is 10% or more on a fully diluted basis.

C. Termination by Lodgian for Cause: If Mr. Hawthorne's
    employment is terminated for Cause, the Employment Period
    automatically terminates without any further obligation to
    Mr. Hawthorne other than the obligation to pay him all
    payments and benefits due, in accordance with Lodgian's Plans
    through the Date of Termination.

D. Offset Rights: Lodgian has the right to offset the amounts
    required to be paid to Mr. Hawthorne against any amounts owed
    by Mr. Hawthorne to Lodgian.

E. Change of Control. In the event Lodgian terminates
    Hawthorne's   employment, or there is a material diminution
    of his position, duties or benefits, within one year of a
    Change of Control, Lodgian must make a cash payment to Mr.
    Hawthorne equal to:

    a. the greater of one and one-half times his Base Salary and
       the Base Salary multiplied by the number of years
       remaining in the Employment Period;

    b. Mr. Hawthorne's Base Salary payable through the Date of
       the Termination, to the extent not already paid;

    c. Mr. Hawthorne's actual earned annual bonus, to the extent
       not already paid;

    d. reimbursement for any unpaid expenses; and

    e. the unpaid portion of any amount Mr. Hawthorne earned
       prior to the date of termination.

F. Release: As a condition for receiving payments and other
    benefits relating to Termination, Change of Control and
    payment of Excise Taxes, Mr. Hawthorne agrees to execute a
    Separation and Release Agreement, releasing and discharging
    the Debtors from any and all claims, charges or demands which
    may have existed relating to Mr. Hawthorne's employment or
    termination from employment with Lodgian.

G. Dispute Resolution: In the event of a dispute regarding the
    terms and conditions of the Employment Agreement, the parties
    agree to submit to an arbitration proceeding to be conducted
    by the American Arbitration Association (AAA) in Atlanta,
    Georgia. (Lodgian Bankruptcy News, Issue No. 9; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


MKR HOLDINGS: Sets May 7, 2002 Record Date for Liquidation
----------------------------------------------------------
MKR Holdings (OTCBB:MKRH) said that Tuesday, May 7, 2002 has
been set as the record date for the impending dissolution and
liquidation of the Company.

As of the close of business on such record date, all trading of
the Company's common stock will cease and no transfer of shares
of the Company's common stock will be recognized or recorded
after such date. After paying in full any claims determined to
be due, the Company shall make liquidating distributions only to
its shareholders of record as of the record date. The Company
anticipates making initial liquidation payments to its
shareholders in an amount equal to 15.5 cents per share during
May and June 2002. The Company expects to make a second final
distribution, in an amount not greater than approximately 0.5
cents per share, on or before March 31, 2003, to distribute any
remaining amount from the reserve, if any, which the Company
will establish to pay future expenses and contingencies.

The Company is no longer engaged in the conduct of business and
since the consummation of certain transactions in November 1999,
has operated for the sole purpose of holding and subsequently
liquidating its assets. Last month, the Company sold its last
remaining significant asset, a 15% equity interest in Marker
International GmbH, a GmbH organized under the laws of
Switzerland, to CT Sports Holding AG for a cash payment of
$2,005,596.24. The Company plans to file Articles of Dissolution
with the Division of Corporations and Commercial Code of the
State of Utah on or before May 7, 2002.


MERISTAR HOTELS: Inks Merger Agreement with Interstate Hotels
-------------------------------------------------------------
MeriStar Hotels & Resorts to Merge with Interstate Hotels; New
Company Will Operate More Than 400 Hotels With Over 86,000 Rooms

MeriStar Hotels & Resorts (NYSE: MMH) and Interstate Hotels
Corporation (Nasdaq: IHCO), the nation's two largest independent
hotel management companies, have signed a definitive agreement
to merge.

The combined company will be the premier independent hotel
operator in the world, operating more than 86,000 rooms in 412
hotels, representing over 30 franchise brands in North America
and Europe. The combined company will possess expansive
operational and financial resources enabling it to provide
state-of-the-art services to hotel owners.

The combined company, to be named Interstate Hotels Corporation,
will include BridgeStreet Corporate Housing Worldwide and Doral
Resorts & Conference Centers. It will have estimated 2002 pro
forma revenues of $340 million, and estimated pro forma EBITDA
of $33 million to $35 million. The transaction is valued at
approximately $68 million based on MeriStar's closing stock
price of $1.21 on May 1, resulting in a total market
capitalization of $260 million for the combined company.

The combined company will be headquartered in Washington, D.C.
while maintaining a significant operating presence in
Pittsburgh. Paul W. Whetsell, MeriStar chairman and chief
executive officer, and John Emery, president and chief operating
officer, will continue in those roles for the merged company.
Interstate's Chairman and Chief Executive Officer Thomas F.
Hewitt will serve on the combined company's board of directors.
The combined company's board of directors initially will include
six members nominated by MeriStar and seven members nominated by
Interstate, of which five initially will be representatives from
Interstate's Investor Group.

"The merger will create an independent hotel management company
with a portfolio of more than 400 properties in the United
States, Canada and Russia, which will allow us to achieve
significant economies of scale," said Whetsell. "We expect
synergistic corporate savings of between $8 million and $10
million on an annualized basis. The merger will be accretive to
stockholders in 2002."

Commenting on the merger, Hewitt said, "Since our spin-off from
Wyndham International, we have been committed to strengthening
the financial structure of our organization and strategically
growing the company. We have overwhelmingly concluded that this
transaction is in the best interests of our stockholders. We
believe the combined company will offer stockholders of both
companies a strong platform for future growth.

"In addition, we will be a stronger, more efficient operator,
allowing us to generate higher returns for our owners and, as a
result, higher management fees for the new company than we could
have achieved operating separately," Hewitt said. "Both
companies' properties are complementary, and Interstate's
presence in Eastern Europe, combined with MeriStar's
BridgeStreet Corporate Housing Worldwide division's experience
in Western Europe, creates additional growth avenues."

"Both Interstate and MeriStar have a highly focused emphasis on
customer service and generating the highest possible returns for
their owners," Whetsell said. "Our initial internal mission will
be to meld our highly similar operating philosophies into one
common culture and focus on associate retention. We expect the
transaction to be virtually seamless to employees at our
hotels."

                  Transaction Highlights

In the tax-free, stock-for-stock merger of Interstate into
MeriStar, Interstate stockholders will receive 4.6 shares of the
surviving company's common stock for each share of the 12.2
million shares of Interstate common stock outstanding and each
of the 39.4 million existing shares of MeriStar common stock and
operating partnership units will remain outstanding. All
Interstate stock options will be converted into options to
purchase shares of the combined company.

The consummation of the merger is subject to various conditions,
including U.S. antitrust clearance and the respective approvals
of the stockholders of Interstate and MeriStar. The stockholders
meetings and the closing are expected to occur in the third
quarter of 2002. MeriStar or Interstate may each receive from
the other a termination fee of $2 million plus up to $500,000 in
expenses if the merger agreement is terminated by the other
party under various circumstances.

In connection with the transaction, Interstate's Investor Group
will convert its Interstate convertible debt and preferred
equity into shares of common stock of the combined company and
receive a payment of $9.25 million. The Investor Group and
Interstate senior management have committed to vote in favor of
the merger their Class A common stock, which will constitute
approximately 57 percent of Interstate's common stock expected
to be outstanding at the time of the Interstate stockholders
meeting. Oak Hill Capital  partners and its affiliates and
MeriStar management, which collectively own 22 percent of
MeriStar common stock, have agreed to vote their shares in favor
of the merger.

The respective boards of directors approved the transaction
Wednesday. The Interstate board action was based in part upon
the recommendation of its Special Committee of independent
directors. Each board received a fairness opinion from its
respective financial advisor. Salomon Smith Barney advised
MeriStar in the transaction and Merrill Lynch advised
Interstate.

               Growth Strategies and Transaction Benefits

"Due to economies of scale, a larger customer base, and an
improved capital structure, the merged company will have
expanded avenues of growth," Emery said. "The new company will
have a real estate joint venture in place to acquire $300
million to $500 million of hotel assets, and up to $50 million
of cash and availability on its line of credit to participate in
joint ventures."

The hotel management business unit will use its expanded
resources to provide current and prospective owners with a wide
array of improved services and benefits, including Internet-
based business information systems providing real-time data for
better yield management and cost control; broader electronic and
direct sales resources, including more than 2,000 sales
professionals; increased cost efficiency through national
purchasing; and capital for co-investments and joint ventures.

BridgeStreet's growth will be gained through expansion of its
national client base and European operations, as well as its
recently established licensing program for North American
markets.

Doral Resorts & Conference Centers will grow through new
management contracts that leverage the strength of the Doral
name and a central reservations system.

                          Capital Structure

A new $113 million senior credit facility will replace the
existing revolving credit facilities of both companies. The
facility, for which credit commitments have been received, will
have a three-year term loan and a three-year revolver with a
one-year option to extend. The interest rate on the facility
will range from LIBOR + 300 basis points to LIBOR + 450 basis
points, based on certain financial covenant levels. Total debt
outstanding, net of cash, is expected to be $135 million at
closing. Emery commented, "The merger significantly improves our
capital structure due to the conversion of Interstate's $25
million of convertible notes and $7.25 million of convertible
preferred stock into shares of common stock of the combined
company prior to closing."

Upon completion of the merger, the combined company is expected
to have approximately 105 million common shares and operating
partnership units outstanding.

The new company will combine MeriStar's 277 managed hotels with
Interstate's 135 properties, giving it more than twice those of
its nearest competitor in terms of properties and three times
the size in number of rooms. The combined company will be the
largest independent operator of full-service Marriott, Hilton
and Sheraton hotels, operating properties in 45 states, the
District of Columbia, Canada and Russia.

The company also will include MeriStar's BridgeStreet Corporate
Housing Worldwide division with more than 3,300 units in the
United States, Canada and Europe.

Interstate Hotels Corporation operates 135 hotels with more than
28,000 rooms in 36 states, the District of Columbia, Canada and
Russia. For more information, visit
http://www.interstatehotels.com

MeriStar Hotels & Resorts operates 277 hospitality properties
with more than 58,000 rooms in 42 states, the District of
Columbia, and Canada, including 54 properties managed by
Flagstone Hospitality Management, a subsidiary of MeriStar
Hotels & Resorts. BridgeStreet Corporate Housing Worldwide, a
MeriStar subsidiary, is one of the world's largest corporate
housing providers, offering upscale, fully furnished corporate
housing throughout the United States, Canada, the United
Kingdom, France and 35 additional countries through its network
partners. For more information about MeriStar, visit the
company's Web site: http://www.meristar.com

Meristar Hotels, at December 31, 2001, recorded a working
capital deficit of about $47 million.


MIDWAY AIRLINES: S&P Withdraws D Rating on Class D Certificates
---------------------------------------------------------------
The corporate credit rating for Midway Airlines Corp. was
lowered to 'D' on August 14, 2001, when the Raleigh-Durham,
North Carolina- based airline filed for Chapter 11 bankruptcy
protection. Ratings on outstanding enhanced equipment trust
certificates were lowered-but not to 'D'-and placed on
CreditWatch with developing implications, due to
overcollateralization and structural enhancements on the
certificates, as well as potential proceeds from the sale of the
underlying aircraft and/or affirmation of leases on the aircraft
that collateralize the rated certificates. Midway stated its
intent to continue to operate, albeit at a reduced route
structure with a smaller fleet.

On May 1, 2002, Standard & Poor's raised its rating on Midway
Airlines Corp.'s 1998-1 Pass-Through Trusts pass-through
certificates, series A, to 'BBB+' from 'BBB' and withdrew its
ratings on the series D certificates. The series A, B, and C
remain on CreditWatch with developing implications.

The upgrade of the Series A certificates reflects improved
collateral coverage, following the buyout of leveraged lease
debt on four of the eight CRJ-200's (regional jets) involved in
the 1998-1 financing, proceeds of which prepaid a substantial
portion of the Series A certificates. The equity investor in
those four leveraged leases, which had been rejected earlier by
bankrupt Midway Airlines Corp., bought out debt in the leveraged
leases so that it could assume full control of the aircraft.
Proceeds from the buyout were applied to reimburse draws under
the liquidity facility and to prepay Series A certificates,
reducing the loan-to-value on those certificates to the 20%-30%
range from a previous 40-50%. Accordingly, even minimal proceeds
from disposition of the other four CRJ-200's should be
sufficient to fully repay the Series A certificates.

The rating on the Series D certificates is withdrawn, as those
certificates, which did not have the benefit of a liquidity
facility (as do the Series A, B, and C certificates, which are
enhanced equipment trust certificates), defaulted in 2001 and
only minimal amounts of debt remain outstanding.

Midway Airlines filed for Chapter 11 bankruptcy protection in
August 2001, and subsequently rejected the leases on the eight
CRJ-200 aircraft financed in the 1998-1 transaction. With Midway
Airlines, the first source of repayment on the pass-through
certificates, having defaulted, the outstanding ratings are
based on the availability of the liquidity coverage for up to
three semi-annual payments (one of which has been drawn) and the
collateral coverage available to each series of certificates.

The CRJ-200 is considered desirable collateral, given its
popularity and the fact that the regional airlines have been
affected less than have large airlines by the aftermath of the
Sept. 11, 2001 events.

Resolution of the CreditWatch will depend on proceeds from the
sale of remaining aircraft, or on any decision by the equity
investor in the four remaining leveraged leases to buy out
debtholders.

                        Rating List

                                                  To      From

Ratings Raised; on CreditWatch Developing

      - Pass-through certificates
        Series 1998-1 Class A                    BBB+      BBB

Ratings Remain on CreditWatch Developing

      - Pass-through certificates
        Series 1998-1, Class                       B        BB

      - Pass-through certificates
        Series 1998-1, Class C                     B

Ratings Withdrawn

      - Pass-through certificates Series 1998-1
        Class D                                   N.R.      D



MILLENIUM SEACARRIERS: Court Okays Thacher Proffitt as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the retention of Thacher Proffitt & Wood as attorneys
to Millenium Seacarriers, Inc., and its debtor-subsidiaries.

Thacher Proffitt's hourly rates are

      partners and counsel      $350 to $550 per hour
      associates                $190 to $350 per hour
      legal assistants          $95 to $155 per hour

Representing the Debtors, Thacher Proffitt will:

      a. take all necessary action to protect and preserve the
         Debtors' estates;

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

      c. assist the Debtors in obtaining confirmation of their
         Chapter 11 plan of reorganization; and

      d. perform all other necessary legal services in connection
         with these Chapter 11 cases.

Millenium Seacarriers, Inc. is a holding company of
international shipping company subsidiaries engaged in the
transportation of cargo around the world on vessels acquired and
operated through its subsidiaries. The Company filed for chapter
11 protection on January 15, 2002. Christopher F. Graham at
Thacher Proffitt & Wood represent the Debtors in their
restructuring effort. When the Company filed for protection from
its creditors, it listed $85,078,831 in assets and $112,874,053
in liabilities.


MPOWER HOLDING: Plan Confirmation Hearing Set for July 17, 2002
---------------------------------------------------------------
Mpower Holding Corporation (OTC Bulletin Board: MPWRQ), the
parent company of Mpower Communications Corp., a provider of
broadband high-speed Internet access and telephone services to
business customers, announced results of its operations for the
first quarter ended March 31, 2002.

Mpower reported revenue of $53.3 million in the first quarter, a
14% increase over the first quarter of last year. Contributing
to this growth is the improvement in the company's core customer
revenue, which increased to $42.2 million in the first quarter,
a 17% improvement sequentially and a 38% improvement over the
first quarter of 2001. The company's revenue from continuing
operations grew 32% year-over-year and core customer revenue
from continuing operations improved by 55% over the same period.
Core customer revenue includes revenue from the sale of data,
Internet and telephone services, and excludes switched access.

Switched access accounted for 21% of the company's total revenue
in the first quarter, down from 27% in the fourth quarter of
2001 and 28% in the year ago quarter.

"Switched access, which has 100% profit margin, represents only
one-fifth of our total revenue, which is down substantially from
its revenue contribution one year ago. We have successfully been
able to more than offset the decline in switched access rates by
adding more customers to our network and by selling more
profitable product packages to higher-end business customers,"
commented Mpower Communications Chief Executive Officer Rolla P.
Huff. "We expect that our focus on higher margin services such
as DSL, T1 and calling features will continue to have a positive
impact on our gross margin."

At the end of the first quarter, Mpower had approximately 15% of
its business customers on one of its data service delivery
platforms.

Mpower's gross margin as a percent of revenue improved to 26% in
the first quarter, compared to 24% last quarter and 13% a year
ago. The company's gross margin has seen steady improvement over
the past five quarters and Mpower expects this trend to continue
through growth in new customer revenue and continued network
grooming.

Mpower's selling, general and administrative (SG&A) costs were
$42.6 million in the first quarter or 80% of revenue, compared
to 85% of revenue reported in the fourth quarter of 2001 and
113% of revenue in the year ago quarter.

"We continue to look at every opportunity to take costs out of
the business by regularly evaluating our markets, organizational
structure, processes and products for profitability," commented
Huff. "Our quarterly results demonstrate that our efforts to
control costs are having a positive impact on our bottom line."

Mpower improved its EBITDA (earnings before interest, taxes,
stock-based compensation, depreciation and amortization) loss to
$28.9 million for the first quarter from a $30.4 million loss in
the prior quarter and a $46.7 million loss in the first quarter
of 2001. This progress represents a 38% improvement in cash flow
year-over-year and is the company's sixth sequential quarter of
operating cash flow improvement. Excluding costs related to
legal and advisory fees for the company's restructuring plan,
Mpower's EBITDA loss would have been only $26.4 million for the
quarter.

Also in the quarter, Mpower took a $19.0 million restructuring
charge, $6.5 million of which is primarily related to its
decision in February to exit the Charlotte, NC market, and $12.5
million for the write down of its investment in software and
assets for a new billing system. "The decision to cancel the
implementation of a new billing system and revisit it at a later
date, is an ideal example of one of the difficult yet necessary
actions we are taking to significantly reduce our expenses as we
focus on reaching profitability," explained Huff.

In February, the company announced a pre-negotiated
recapitalization plan to eliminate $583.4 million in long-term
debt and preferred stock. Mpower launched and completed a
successful solicitation, which resulted in 99% of the company's
2010 Noteholders and two-thirds of its preferred stockholders
voting to support the recapitalization plan. Mpower has paid
$19.0 million in consent fees to those 2010 Noteholders who
supported the plan. The company filed its recapitalization plan
with the courts in April and its confirmation hearing has been
set for July 17, 2002, after which time it hopes to emerge with
approximately $51 million in long-term debt.

"We are extremely pleased with how quickly and smoothly our
recapitalization plan is moving through the process," stated
Huff. "But more importantly, we are pleased by the fact that we
have not seen any substantial business disruption as a result.
Our employees have done an excellent job in retaining our
existing customers, selling new business and keeping costs down.
We are very proud of what we have accomplished this quarter."

Mpower ended the first quarter with $105 million in cash, cash
equivalents and investments. In addition, it had approximately
413,400 lines in service across 27 markets with more than 1,800
employees. The company does not plan to provide operational or
financial guidance at this time.

Mpower Holding Corporation (OTC Bulletin Board: MPWRQ) is the
parent company of Mpower Communications, a facilities-based
broadband communications provider offering a full range of data,
telephony, Internet access and Web hosting services for small
and medium-size business customers. Further information about
the company can be found at http://www.mpowercom.com


NTL INCORPORATED: Prenegotiaed Chapter 11 Filing Expected Today
---------------------------------------------------------------
NTL Incorporated (OTC BB: NTLD; NASDAQ Europe: NTLI), said that
the Company, a steering committee of its lending banks and an
unofficial committee of its public bondholders have reached an
agreement in principle on implementing the recapitalization plan
announced last month.

The members of the bondholder committee hold in the aggregate
over 50% of the face value of NTL and its subsidiaries' public
bonds. In addition, France Telecom and certain other holders of
the Company's preferred stock have also agreed to the plan.

As previously announced, under the recapitalization,
approximately $10.6 billion in debt will be converted to equity
of two newly formed companies - NTL UK and Ireland which will
hold primarily all of the Company's main UK and Ireland assets,
and NTL Euroco which will hold primarily all of the Company's
assets in continental Europe. In addition, the recapitalization
plan contemplates the receipt from certain members of the
unofficial committee of bondholders of a $500 million liquidity
facility for the Company's UK and Ireland operations during the
recapitalization process and post-recapitalization.

Separately, the steering committee for the banking syndicate for
Cablecom, the Company's Swiss cable subsidiary, has implemented
a plan for continued funding of Cablecom later this week. By
providing for funding of Cablecom, this agreement has allowed
the financing arrangements for NTL Euroco to be finalized as
part of the overall recapitalization plan.

During the recapitalization process, NTL's operations will
continue uninterrupted, customer service will be unaffected,
suppliers will be paid in the ordinary course, and NTL's
management will remain in place. Commenting on the agreement,
the Company's President and CEO, Barclay Knapp, said: "We are
very pleased that the Company and all representative groups have
reached an agreement in principal on an extremely complex
recapitalization in record time. Although there is still work to
do to implement the agreed upon plan, we are optimistic that we
will be able to complete the recapitalization in an expeditious
manner, with a final consummation to occur by the end of the
third quarter of this year.

"Our plan will achieve virtually all of the objectives we set
for ourselves in January. First and foremost, company operations
will continue to be unaffected by the process and we will have
sufficient capital resources to see us through end-to-end. We
now expect to emerge late this summer with a strong balance
sheet and committed funding which is more than adequate to meet
our business plan and any contingencies. Finally, we will emerge
a much stronger competitor, having put in place not only a new
balance sheet, but also a clearer and tighter operational focus
as a result of these events."

The next step in implementing the recapitalization will be for
the Company and certain of its U.S. and UK holding companies
that have issued publicly traded bonds to file prearranged
Chapter 11 cases under U.S. law. The agreement in principle
contemplates that the filings will occur by May 6. None of NTL's
operating companies will be affected.

Credit Suisse First Boston Corporation has served as lead
financial advisor to NTL on the recapitalization. JP Morgan and
Morgan Stanley have also advised the Company on the
recapitalization.

Summary of the Recapitalization Plan:

      -   The Company's current bondholders will in the aggregate
receive 100% of the initial equity of NTL UK and Ireland and
approximately 86.5% of the initial equity of NTL Euroco. NTL
(Delaware) bondholders will have the opportunity to reinvest all
or a portion of NTL (Delaware) cash in additional shares of NTL
common stock, or to receive such cash in the recapitalization.
Current preferred and common stockholders, including France
Telecom, will receive a package of rights (to be priced at a
$10.5 billion enterprise value) and warrants entitling them to
purchase primary equity of NTL UK and Ireland at the
consummation of the plan (in the case of the rights) and for the
duration of the eight-year warrants at prescribed prices. If
fully exercised, such rights and warrants will entitle the
current preferred stockholders to acquire approximately 23.6%
and the current common stockholders to acquire approximately
8.9% of the entity's primary equity.

      -   Current preferred stockholders, other than France
Telecom, would receive approximately 3.2%, and current common
stockholders, other than France Telecom, would receive
approximately 10.3%, of the primary equity of NTL Euroco. Bonds
at the Company's subsidiaries Diamond Holdings and NTL
(Triangle) will remain outstanding and will be kept current in
interest payments. Subject to the consummation of the
recapitalization, France Telecom will also receive NTL's 27%
interest in Noos S.A.

More on NTL:

      -   The Company announced on April 16 that it had reached
an agreement in principle with an unofficial committee of a
majority of its public bondholders, to convert approximately
$10.6 billion in debt and receive $500 million in new financing.

      -   NTL offers a wide range of communications services to
homes and business customers throughout the UK, Ireland,
Switzerland, France, Germany and Sweden.

      -   In the UK, over 11 million homes are located within
NTL's fibre-optic broadband network, which covers nearly 50% of
the UK including, London, Manchester, Nottingham, Oxford,
Cambridge, Cardiff, Glasgow and Belfast. NTL Home now serves
around 3 million residential customers.

      -   NTL Business is a #600 million operation and customers
include Royal Bank of Scotland, Tesco, Comet, AT&T and Orange.
NTL offers a broad range of technologies and resources to
provide complete multi-service solutions for businesses from
large corporations to local companies.

      -   NTL Broadcast has a 47-year history in broadcast TV and
radio transmission and helped pioneer the technologies of the
digital age. 22 million homes watch ITV, C4 and C5 thanks to
NTL's broadcast transmitters. With over 2300 towers and other
radio sites across the UK, NTL also provides a full range of
wireless solutions for the mobile communications industry

DebtTraders reports that NTL Incorporated Inc.'s 11.500% bonds
due 2006 (NLI1) are quoted between the prices 41 and 43. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NLI1for some
real-time bond pricing.


NATIONAL STEEL: Taps Deloitte Consulting as Reorg. Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of National Steel Corporation, and its debtor-affiliates,
seeks the Court's authority to employ Deloitte Consulting L.P.
as reorganization consultants nunc pro tunc to March 22, 2002.

EES Coke Battery LLC Vice-President Gerald S. Endler, Chair of
the Committee, explains that the size of the Debtors' operations
and the complexity of their financial difficulties require them
to employ a reorganization consultant to assist them in
gathering and analyzing financial information.  The Committee
believes that Deloitte Consulting has considerable experience in
advising creditors and assisting restructuring companies both
inside and out of Chapter 11 cases.  Mr. Endler states that
Deloitte Consulting has assisted Debtors in addressing issues
related to amendments of pre-petition secured financing
facilities and restructuring of balance sheets as well as
assisted a number of prominent companies in bankruptcy and out-
of-court restructurings.  Furthermore, Deloitte Consulting has
assisted secured creditors, unsecured creditors, bondholders and
equity holders in numerous bankruptcy cases and out-of-court
restructurings.  "Deloitte Consulting is a highly qualified
reorganization consulting and professional services firm whose
professionals have substantial experience in projects of this
type," Mr. Endler adds.

Deloitte Consulting is expected to perform these services:

    (a) assist the Committee in connection with assessing the
        Debtors' cash and liquidity requirements, their DIP
        financing, and their future financing requirements;

    (b) assist the Committee in connection with monitoring the
        Debtors' financial and operating performance, including
        their statements of financial affairs, monthly operating
        reports, etc.;

    (c) assist the Committee in connection with evaluating the
        Debtors' businesses and operation, including stability
        plans, management retention, business outlook, etc.

    (d) assist the Committee in connection with evaluating the
        Debtors' business, operational, and financial plans, both
        short-term and long-term;

    (e) assist the Committee in connection with evaluating the
        Debtors' current operations, executory contracts, capital
        expenditures, and cost reduction opportunities;

    (f) assist the Committee in connection with evaluating the
        Debtors' business configuration, and operational
        alternatives;

    (g) assist the Committee in connection with evaluating
        restructuring-related alternatives;

    (h) assist the Committee in connection with restructuring-
        related negotiations and negotiations concerning a plan
        or plans of reorganization;

    (i) advise the Committee concerning the Debtors' claims;

    (j) participation in telephone calls, meetings, etc. with the
        Committee;

    (k) consistent with the scope of services, attending and
        participating in appearances before the United States
        Bankruptcy Court; and

    (l) provide such other services as may be requested by the
        Committee or its counsel and agreed to by Deloitte
        Consulting.

In addition, Mr. Endler relates that in exchange for the
services they will provide, Deloitte Consulting will charge its
regular hourly rates ranging from:

    Partners, Principals, Directors                 $550-$675
    Senior managers, Managers                       $325-$525
    Senior consultants                              $260-$400
    Other professionals, Staff                       $75-$300

Mr. Endler further states that Deloitte Consulting revises its
regular hourly rates periodically to reflect changes in
responsibilities, increased experience, and increased costs of
doing business.  In addition to its fees, the firm also wants
reimbursement of all reasonable costs and disbursements
including telephone and telecopier charges, mail and express
mail charges, special or hand delivery charges, computer usage,
document processing, photocopying charges, travel expenses and
computerized research.

Deloitte Consulting intends to apply for compensation for
professional services to be rendered in this Chapter 11 case and
for reimbursement of expenses incurred on a monthly basis.

Thomas D. Williamson, Esq., a principal and managing general
partner of Deloitte Consulting, based in Chicago, Illinois,
asserts that after reasonable investigation, no person from
their firm has any connection with the Debtors or other party in
this Chapter 11 case.  From time to time the firm have provided
and may continue to provide services to certain of the Debtors'
creditors or other parties in interest but in matters unrelated
to this case.  Should the Court approve this application,
Deloitte Consulting will maintain its customary confidentiality
procedures and will not represent any other party in connection
with this case. (National Steel Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEWPOWER: Says Consumer Group's PUC Petition Misrepresents Facts
----------------------------------------------------------------
NewPower Holdings, Inc. (Pink Sheets: NWPW), parent of The New
Power Company, responded that the Consumer Groups' petition
filed with the Texas Public Utility Commission of Texas
misrepresents the Company's financial and operational status.
NewPower is extremely disappointed that the Consumer Groups' did
not even attempt to verify their facts with the Company prior to
filing their petition so that their misinterpretations,
misunderstandings and erroneous conclusions could have been
avoided. Contrary to their claims, NewPower's Texas customers
are not at risk of losing service because of our financial
position.

NewPower is currently reviewing all of its options which include
a sale of a portion of its assets and business and a
continuation on a more limited scale in a smaller number of
markets without the expected need for additional financing.

H. Eugene Lockhart said, "I emphatically reject the notion that
we are not capable of continuing to reliably serve our
customers. We are confident that we have sufficient financial
resources to operate through the second quarter and into the
third quarter of 2002. NewPower fully intends to meet all of
its obligations to its customers."

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


OPTICAL DATACOM: Trustee Seeks More Time to Decide on Leases
------------------------------------------------------------
Frederick B. Rosner, Esq., the duly appointed Chapter 11 Trustee
for the estate of Optical DataCom, LLC asks for more time from
the U.S. Bankruptcy Court for the District of Delaware to decide
on unexpired leases.  The Trustee wants to extend the time to
elect whether to assume, assume and assign or reject unexpired
nonresidential real property leases to run through July 15,
2002.

The Debtor and the Trustee have devoted substantial time to
stabilizing the Debtor's day-to-day operations, obtain the
consensual use of cash collateral, and attend to the myriad
other issues encountered in this Chapter 11 case.  The Trustee
adds that due to his recent appointment, he has been unable to
complete a comprehensive review and analysis of the remaining
leases.

Without an extension of time, the Trustee (and the Debtor) also
risks a premature and improvident rejection of leases that may
be capable of generating value for the estate through
assignment.

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide. The Company
filed for chapter 11 protection on November 17, 2001. H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represent the Debtor in its restructuring efforts. In its
petition, the Company listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


PERSONNEL GROUP: Taps UBS Warburg to Review Deleveraging Plans
--------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA), a leading
information technology and professional staffing services
company, announced its results for the first quarter ended March
31, 2002.

For the first quarter, total revenues were $142.1 million
compared to $209.6 million in the first quarter last year. PGA's
Information Technology Services practice contributed $82.3
million, or 57.9%, of total revenues during the quarter, and the
Company's Commercial Staffing business added $59.7 million, or
42.1%, of total revenues. A net loss of $1.9 million was
recorded for the quarter, compared to net income of $0.9 million
for the first quarter of 2001.

"We are pleased that our revenue trends remain in line with our
staffing industry peer group, in spite of a still less than
robust economy," noted Larry L. Enterline, PGA Chief Executive
Officer. "We have continued to make significant progress in
scaling our infrastructure and improving PGA's capital
structure. Our commercial business showed signs of stabilization
throughout the quarter and has continued to improve in the first
few weeks of the second quarter. Weekly temporary revenues have
improved after a difficult January. Our IT Services field
personnel have also reported modest increases in pre-order
activity in select markets, although we have not yet seen those
improvements reflected at the revenue line or in billable
headcount. Our field personnel have continued to do an
exceptional job in focusing on maintaining customer
relationships. If published reports of a second half 2002
recovery for the broader economy prove to be correct, we believe
that the actions we have taken will position PGA to take
advantage of an improving environment for our services in both
of our business lines, allowing PGA to rapidly return to
profitability as demand rebounds. As a result, we will continue
to focus all of our attention on our customers, our operations,
and the continued reduction of our bank debt balances."

"As previously reported, Credit Suisse First Boston has filed a
Schedule 13D filing with the SEC, expressing interest in
discussions with the Company on potential deleveraging
strategies," continued Enterline. "We have now retained UBS
Warburg as an advisor to help us evaluate this and other
constructive alternatives. With the refinancing of our senior
debt facility behind us, PGA now has the time to act or not to
act in a manner most beneficial to the collective interests of
the Company."

"We are encouraged by the results of our cost containment and
bank debt reduction initiatives and by the economic forecasts
suggesting a recovery during the second half of this year,"
remarked James C. Hunt, Chief Financial Officer. "With the
improvements we have made, the revised financial covenants in
our amended credit facility should give PGA the flexibility to
operate its businesses until the broader economy improves.
Our plan is to continue an intense focus on our balance sheet
and on all spending. As a result of changes in the Federal
income tax regulations enacted during the first quarter of 2002,
the Company expects to recover approximately $15.0 million to
$18.0 million of Federal income taxes previously paid. These
Federal income taxes are expected to be recovered in the second
half of 2002 and are expected to be used to further repay our
bank indebtedness."

Effective January 1, 2002, the Company was required to adopt
Statement of Financial Accounting Standards No. 142 (SFAS 142).
The provisions of SFAS 142 prohibit the amortization of goodwill
after 2001. In the first quarter of 2001, the Company recorded
goodwill amortization expense, after tax, of $2.8 million, or
($0.11) per share. As previously disclosed, upon the adoption of
SFAS 142, the Company expects to take a non-cash goodwill
impairment charge, which we currently estimate will range
between $300.0 million to $350.0 million. While the exact amount
of the impairment loss has not been determined, the Company
expects to complete the analysis during the second quarter.

                     Information Technology Services

IT Services revenues in the first quarter decreased 9.4% from
$90.9 million in the fourth quarter last year to $82.3 million.
IT gross margins were 24.9% in the first quarter, down from
25.5% in the fourth quarter last year. Operating income margins
were 5.0%, down from 5.4% in the fourth quarter.

The Company held its bill rate and pay rate spread relatively
constant during the first quarter. Average bill rates were
$78.73 in the first quarter and average pay rates were $59.17,
up slightly from $77.82 and $58.16, respectively, in the fourth
quarter. IT billable headcount declined from the fourth quarter
levels, with an average of approximately 2,370 IT professionals
on assignment during the quarter and an end of quarter level
of 2,300 professionals.

                       Commercial Staffing

Revenues for PGA's Commercial Staffing unit in the fourth
quarter decreased 6.5% from $63.9 million in the fourth quarter
to $59.7 million. Gross profits in Commercial Staffing in the
first quarter declined 16.5% from $15.8 million in the fourth
quarter to $13.2 million. Commercial Staffing permanent
placement revenues in the first quarter declined by 25.2% from
the fourth quarter and declined as a percentage of total
division sales to 3.3% in the first quarter from 4.1% in the
fourth quarter. As a result of the softer permanent placement
business, gross margin percentage for the quarter was 22.2%,
down from 24.8% in the fourth quarter. Operating income margin
was 3.1%, down from 4.7% in the fourth quarter.

Personnel Group of America, Inc. is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations are being
rebranded "Venturi Staffing Partners" over the balance of 2002.
The Company also plans to seek shareholder approval at its May
2002 annual meeting for a charter amendment to change its
corporate name to "Venturi Partners, Inc." If approved, PGA
expects to complete its corporate name change in the second half
of 2002.


PHOENIX INT'L: Third Quarter Net Loss Plummets to "Only $179K"
--------------------------------------------------------------
Phoenix International Industries, Inc. (OTCBB:PHXU) has filed
their third quarter report with the SEC, and it shows that this
quarter was its best in the last 10 years. For the third quarter
of this fiscal year, PHXU reported a net loss of only $179,755
compared to a net loss $1,695,000 for the same quarter last
year.

Phoenix President & CEO Gerard Haryman said, "This quarter we
have proven that even in a market where many telecom companies
are losing huge sums of money and some have even had to file
bankruptcy, we continue to grow our business and improve our
financials. This can be attributed in no small part to the
ability, creativity and dedication of the employees of our
primary subsidiary, EPICUS. Thanks to their development and
implementation of new automated systems, we have been able to
reduce our costs, while at the same time improve our service.
Based upon the initial success of its new Internet Access
marketing program and the results of this quarter, we firmly
believe that EPICUS will show a profit for the next quarter."

EPICUS, Inc. is an Integrated Communications Provider (ICP),
providing comprehensive communications services to both
residential and business customers, and a wholly owned
subsidiary of Phoenix International Industries, Inc., a public
company, listed on the Over-the-Counter Bulletin Board under the
symbol "PHXU".

Phoenix International Industries, at November 30, 2001, had a
total shareholders' equity deficit of about $5 million.


PILLOWTEX CORP: Intends to Assume 10 U.S. Bancorp Lease Pacts
-------------------------------------------------------------
Pillowtex Corporation and Fieldcrest Cannon, Inc. -- the Debtors
-- seek the Court's authority to assume, as modified, 10 Lease
Agreements with U.S. Bancorp Equipment Finance Inc. necessary
for their manufacturing operations.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, states that the Lease
Agreements each have a term of 96 months and an option at the
end of the term to purchase the production equipment for fair
market value.  The Lease Agreements also have an early purchase
option exercisable after the first 60 months for certain Lease
Agreements or the first 84 months for other Lease Agreements.
"The aggregate monthly rent is approximately $112,929," Mr.
Sudell says.

According to Mr. Sudell, this move is part of the Debtors'
strategy to restructure their production equipment leases.  The
Debtors have negotiated a restructuring of the Lease Agreements
with U.S. Bancorp that allows them to purchase the production
equipment at an earlier date and at a more favorable price.  The
material terms of the Amendment are:

     -- The Lease Agreements are to be assumed, as modified by
        the Amendment.

     -- U.S. Bancorp will grant the Debtors the option to acquire
        the production equipment for $3,500,000, which may be
        exercised by Pillowtex or Fieldcrest at any time before
        the 30th day after the Effective Date of any confirmed
        Plan of Reorganization.

     -- The Debtors may exercise the option only by paying the
        purchase price in cash in full prior to the option
        deadline.

     -- The Debtors agree to pay all rent that comes due under
        the Agreements until the date the option is exercised.

     -- If the option is exercised, U.S. Bancorp will be entitled
        to an unsecured deficiency claim for $3,500,000.

     -- The Debtors agree to release and waive all claims and
        causes of actions against U.S. Bancorp relating to the
        Lease Agreements.

"Assumption of the Lease Agreements, as modified, will enable
the Debtors to continue using the Production Equipment necessary
for their manufacturing operations," Mr. Sudell asserts.  The
purchase of the equipment also eliminates the obligations to
continue paying rent and will convert over $3,000,000 of the
amounts due under the Lease Agreements into a general unsecured
claim against the Debtors' estates. (Pillowtex Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


POLAROID: Hearing on Settlement Pact with Prepet. Lenders Today
---------------------------------------------------------------
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, informs Judge Walsh that the Pre-
petition Secured Lenders have requested that Polaroid
Corporation, and its debtor-affiliates provide additional
adequate protection in the form of current cash payments.  The
Pre-petition Secured Lenders say that, without an agreement for
additional adequate protection, they will ask the Court for stay
relief because they've suffered from a diminution in the value
of the Pre-petition Collateral.

Also, Mr. Galardi adds, the Debtors might not be able to meet
one or more of the March, April, May or June EBITDA covenants as
set forth in the DIP Credit Agreement. If such incident happens,
Mr. Galardi reports, an Event of Default will occur under the
DIP Credit Agreement and the Lenders would have the immediate
right to terminate the Debtors' right to use Cash Collateral.

The Debtors negotiated with the Pre-petition Agent and the DIP
Agent to settle the issues regarding adequate assurance and the
DIP Credit Agreement. The negotiation resulted in:

    (a) a reduction in the amount of the requested initial
        adequate protection payment;

    (b) elimination of monthly adequate protection payments as
        requested by the Pre-petition Secured Lenders;

    (c) deferral of the "excess cash sweep" until July 2002;

    (d) substantial improvements in the mechanisms and amount of
        the excess cash sweep;

    (e) amendment of the DIP Credit Facility, giving the Debtors
        until September 2002 before there is any realistic
        possibility of non-compliance with the terms of the
        Agreement.

Accordingly, the Debtors seek the Court's authority to enter
into a Settlement Agreement with the Pre-petition Agent and the
DIP Agent.

Specifically, salient terms of the Settlement are:

    (a) The Debtors make:

        (1) a $40,000,000 adequate protection cash payment to the
            Pre-petition Secured Lenders from cash held by or on
            behalf of the Debtors in the United States; and

        (2) commencing on July 5, 2002, weekly adequate
            protection payments to the Existing Lenders to the
            extent that the average week-ending balance of cash
            and cash equivalents held by or on behalf of those
            domestic entities include in the 13 week domestic
            cash flow forecast for the prior two-week period
            exceeds $25,000, provided that such payments are
            reduced to the extent necessary such that at the time
            of the making of each payment the Borrower's cash
            projections show a balance of at least $20,000,000
            for the next six-week period;

    (b) the DIP Lenders must make certain amendments to the DIP
        Credit Agreement as requested by the Debtors, including
        the amendment of EBITDA covenants for the months of
        March, April, May and June 2002.

Mr. Galardi tells Judge Walsh that the fund to be used for the
adequate protection will come from the liquidated inventory and
receivables that is not necessary to the Debtors' operation in
the future. For such amount, Mr. Galardi asserts, the DIP
Lenders are giving the Debtors additional months to "hopefully
effectuate their exit strategy from Chapter 11."

Without the proposed Settlement, Mr. Galardi contents, the
Debtors would likely be compelled to litigate the continued use
of the Cash Collateral over the objection of the Pre-petition
Secured Lenders. In such a case, the Debtors would have to show
that the use of such cash has not and will not result in the
decrease in the value of the Pre-petition Collateral. Aside from
the difficulties of making such a showing, Mr. Galardi says that
the cost of litigation would be substantial.

Hence, Mr. Galardi argues that, pursuant to Bankruptcy Rule
9019, the Court should approve the Settlement because:

    (a) the Pre-petition Secured Lenders would likely obtain a
        relief from stay if no adequate assurance payment is
        made;

    (b) to prevail on a complex litigation is very much uncertain
        under the situation;

    (c) a litigation would distract the attention of the Debtors
        from other pressing matters and therefore delay the
        Debtors' reorganization efforts;

    (d) the Debtors would risk losing access to the DIP Facility
        and the Cash Collateral;

    (e) the Settlement is a proper exercise of Section 363(b) of
        the Bankruptcy Code; and

    (f) the Settlement represents a fair and reasonable
        compromise of the disputes between the Debtors and the
        Lenders.

             Unsecured Creditors Wants Hearing Postponed

The Official Committee of Unsecured Creditors asks the Court to
adjourn the hearing of the Settlement Motion at a later date
because:

    (a) there is no urgency to the relief requested;

    (b) the notice provided is insufficient for the Committee to
        conduct appropriate discovery; and

    (c) the Committee's professionals will not be available on
        the hearing date of May 6, 2002.

In addition, the Committee seeks the adjournment of the omnibus
hearing date on May 6, 2002 for the same reasons.

Brendon Shannon, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, states that the Motion lacks
information on what the proposed amended covenants might be that
merits an extraordinary relief. Mr. Shannon contends that the
Committee should be given the chance to conduct a formal
discovery on the Debtors' assertions that:

    (a) the Debtors will not be able to meet one or more of the
        March, April, May or June EBITDA covenants set forth in
        the DIP Credit Agreement;

    (b) the Pre-petition Secured Lenders need to be further
        adequately protected because the value of their
        collateral has purportedly diminished during the pendency
        of these cases;

    (c) the Debtors will not need, on a going forward basis, the
        cash that they will potentially turnover to the Pre-
        petition Secured Lenders; and

    (d) the Debtors may not really need the DIP Facility as their
        cash position is projected to be more than adequate to
        permit the Debtors to be self-funding for the duration of
        these cases.

Mr. Shannon concludes that the reason the Debtors move the
omnibus hearing date from May 2, 2002 to May 6, 2002 is to
satisfy the 20 days notice requirement of Rule 2002(a)(3) of the
Federal Rules of Bankruptcy Procedure. In fact, Mr. Shannon
says, the Debtors never consulted the Committee on its
availability on the said date. Furthermore, the Debtors failed
to inform the Committee that an alternative date of May 15, 2002
is available when the Committee informed the Debtors that May 6,
2002 is an unacceptable date.

Since the Committee's professionals are unavailable on May 6,
2002, Mr. Shannon stands that the Court should postpone the
omnibus hearing date at a later date when all parties will be
able to attend.

                     Objections to the Adjournment

(1) JP Morgan Chase Bank

Marshall S. Huebner, Esq., at Davis, Polk & Wardwell, in New
York, says that the Agent for the Pre-petition Secured Lenders,
JP Morgan Chase Bank, has confirmed with the Committee's counsel
that the Committee's professionals are all in fact available to
attend the Omnibus Hearing.

On other allegations of the Committee, Mr. Huebner contests that
the motion is very critical because the Debtors are expecting to
fall short by about $6,000,000 from the March EBITDA covenant.
In such a case, when the Debtors deliver to the DIP Agent their
consolidated Operating Report of March, the Debtors will have
automatically defaulted under the DIP Credit Agreement and lose
access to the DIP and Cash Collateral. Even if the Debtors
voluntarily terminate all commitments under the Agreement, Mr.
Huebner clarifies, the Debtors would still lose access to the
Cash Collateral.

For the information of the Committee, Mr. Huebner reports these
amendments to the EBITDA requirements of the DIP Credit
Facility:

    Section 6.05(a) Cumulative EBITDA for the Borrower and the
            Primary Domestic Subsidiaries:

            Period Ending             Minimum EBITDA
            -------------             --------------
            March 31, 2002            ($40,000,000)
            May 5, 2002                (47,300,000)
            June 2, 2002               (49,300,000)
            June 30, 2002              (51,400,000)

    Section 6.05(b) Cumulative EBITDA for the Borrower and its
            Subsidiaries:

            Period Ending             Minimum EBITDA
            -------------             --------------
            March 31, 2002            ($27,200,000)
            May 5, 2002                (32,200,000)
            June 2, 2002               (29,400,000)
            June 30, 2002              (17,300,000)

Moreover, Mr. Huebner disputes the Committee's allegation that
the only benefit of the Settlement is the relaxation of the
covenants under the DIP Credit Agreement. Mr. Huebner cites that
the Debtors losses since the Petition Date have already exceeded
$100,000,000 and the continued conversion of other collateral to
cash, which is immediately spent, makes clear that the Lenders
need further adequate protection. Without the Settlement, the
Debtors would be compelled to litigate the continued use of the
Cash Collateral over the objection of the Pre-petition Secured
Lenders.

(2) The Debtors

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, provides the same contention with
the Agents on the urgency of the motion.

For the Committee motion to postpone the hearing date, Mr.
Galardi explains to Judge Walsh that the May 6, 2002 omnibus
hearing date cannot be postponed later than May 10, 2002 because
the Debtors would breach the Asset Purchase Agreement with OEP
if the Procedures Motion will not be heard by that time.

In addition, non-hearing of the Procedures motion on May 6,
2002, would shorten the solicitation period between the entry of
the Sales Procedures Order and the sale auction and sale
hearing. Thus, Mr. Galardi asserts, the possibility of finding
additional qualified bidders is prejudiced.

Contrary to the Claim of the Committee, Mr. Galardi says that
the Debtors did not arbitrarily move the May 2, 2002 hearing to
May 6, 2002.  Mr. Galardi explains that the Debtors sought an
alternative hearing date to allow enough time for the interested
parties to prepare for the Procedures Motion. May 6, 2002 was
the latest date the Court offered which also fell within the
deadlines in the Sale Procedures Motion, as well as the maturity
of an Event of Default under the DIP Order and it gave the
Debtors the longest solicitation period prior to the sale
hearing. (Polaroid Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SILVERLEAF RESORTS: Completes Exchange Offer for 10-1/2% Notes
--------------------------------------------------------------
Silverleaf Resorts, Inc. announced completion of the exchange
offer commenced on March 15, 2002 regarding its 10-1/2% senior
subordinated notes due 2008.

A total of $56,934,000 in principal amount of the Company's 10-
1/2% senior subordinated notes were exchanged for a combination
of $28,467,000 in principal amount of the Company's new class of
6.0% senior subordinated notes due 2007 and 23,937,489 shares of
the Company's common stock representing approximately 65% of the
common stock outstanding after the exchange offer. Under the
terms of the exchange offer, tendering holders will collectively
receive cash payments of $1,001,089.50 on May 16, 2002, and a
further payment of $668,910.23 on October 1, 2002. A total of
$9,766,000 in principal amount of the Company's 10-1/2% notes
were not tendered and remain outstanding. As a condition of the
exchange offer, the Company has paid all past due interest to
non-tendering holders of its 10-1/2% notes. Under the terms of
the exchange offer, the acceleration of the maturity date on the
10-1/2% notes which occurred in May 2001 has been rescinded, and
the original maturity date in 2008 for the 10-1/2% notes has
been reinstated. Past due interest paid to non-tendering holders
of the 10-1/2% notes was $1,827,805.62. The indenture under
which the 10-1/2% notes were issued was also consentually
amended as a part of the exchange offer.

The Company also announced that it has completed amendments to
its credit facilities with its principal senior lenders as well
as amendments to a $100 million conduit facility through one of
its subsidiaries. Finalization of its exchange offer and the
amendment of its principal credit facilities marks the
completion of the Company's previously announced debt
restructuring which was necessitated by severe liquidity
problems first announced by the Company on February 27, 2001. As
a part of the debt restructuring, the Company's noteholders and
senior lenders waived all previously declared events of default.


STANDARD AUTOMOTIVE: AMEX to Delist Shares by May 13, 2002
----------------------------------------------------------
Standard Automotive Corporation received notice from the staff
of the American Stock Exchange, indicating that Standard
Automotive is no longer in compliance with the Exchange's
continued listing guidelines, and that its securities are,
therefore, being delisted from the Exchange.

According to the notice, the Staff's determination is based,
among other things, on Standard Automotive's commencement of
Chapter 11 proceedings on March 19, 2002, as well as on the
aggregate market value of Standard Automotive's publicly held
shares having fallen below $1,000,000.

Standard Automotive does not intend to appeal the determination
by the Exchange and, therefore, expects its securities to be
delisted on or about May 13, 2002.


STAR TELECOMMS: Disclosure Statement Hearing Set for May 14
-----------------------------------------------------------
Star Telecommunications, Inc. and the Official Committee of
Unsecured Creditors filed their Liquidating Chapter 11 Plan and
the accompanying Disclosure Statement with the United States
Bankruptcy Court for the District of Delaware.

Objections and other responses to the Disclosure Statement are
due on May 8, 2002 at 4:00 p.m. and must be received by:

      i) Counsel to the Debtor
         David W. Carickhoff, Jr., Esq.
         Pachulski Stang Ziehl Young & Jones PC
         10100 Santa Monica Blvd.
         11th Floor, Los Angeles, CA 90067-4100
         Fax No.: 310-201-0760

     ii) Counsel to the Committee
         Daniel A. Lowenthal, III, Esq.
         Pillsbury Winthrop LLP
         One Battery Park Plaza
         New York, NY 10004-1490
         Fax No.: 212-858-1500

                and

         Kevin Gross, Esq.
         Rosenthal Monhait Gross and Goddess, PA
         Mellon Bank Center
         Suite 1401, PO Box 1070
         Wilmington, DE 19899
         Courier 19801
         Fax No.: 302-658-7567; and

    iii) The Office of the United States Trustee
         Julie Compton, Esq.
         844 N. King Street
         Suite 2311, Lockbox 35
         Wilmington, DE 19801
         Fax No.: 302-573-6497

A hearing regarding the approval of the Disclosure Statement is
currently scheduled to happen on May 14, 2002 at 11:30 p.m.
before the Honorable Judge Mary F. Walrath.

Star Telecommunications, Inc., a leading provider of global
telecommunications services to consumers, long distance
carriers, multinational corporations and Internet service
providers worldwide, filed for chapter 11 protection on March
13, 2001. Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young & Jones represent the Debtor in its restructuring effort.
When the company filed for protection from its creditors, it
listed $630,065,000 in assets and $284,634,000 in debts.


TEKNI-PLEX INC: S&P Rates $40MM Senior Subordinated Notes at B-
---------------------------------------------------------------
On May 2, 2002, Standard & Poor's assigned its single-'B'-minus
rating to Tekni-Plex Inc.'s proposed $40 million, 12.75% senior
subordinated notes due 2010, which will be guaranteed by
domestic subsidiaries. Proceeds will be used to partially repay
bank debt. At the same time, Standard & Poor's affirmed its
single-'B'-plus corporate credit rating on the Somerville, N.J.-
based company. Tekni-Plex is a producer of packaging products
and materials for the health care, consumer, and food packaging
industries. Outlook is stable.

The ratings on Tekni-Plex reflect a very aggressive financial
profile, which overshadows the firm's fair business position.
Barriers to entry include strong market positions in its niche
markets, innovative technologies, and a business mix that
includes some highly specialized products. The company also
benefits from the consumer-oriented nature of its end markets
and a wide breadth of products, which provide a measure of
stability to operating results. Relatively low customer
concentration (the top 10 customers account for around 32% of
sales) also is a positive factor.

Management has successfully expanded its business through a
series of debt-financed acquisitions and has a track record of
successfully integrating operations and strengthening
profitability. The acquisition of the Swan hose business of Mark
IV Industries, with annual revenues of $95 million, has further
strengthened Tekni-Plex's market position in the garden hose
segment, expanded its customer base, and generated operating
synergies. Near-term operating results reflect weaker demand and
inventory de-stocking by customers for healthcare packaging
products, offset by steady growth in the garden hose segment.

The company's financial profile was significantly weakened
following its recapitalization in June 2000, which led to
increased debt levels. However, EBITDA interest coverage is
expected to approach 2.0 times, supported by profitability
growth through additional synergies derived from the Swan
acquisition, new products, and market penetration. Also, the
deleveraging effect of the Swan acquisition and expectations
that free cash will be used to further reduce debt in the
intermediate term should improve the financial profile so that
the ratio of total debt to EBITDA trends toward 4.5x-5.0x, an
appropriate level for the rating. Financial flexibility is aided
by sufficient availability under its $100 million revolving
credit facility and the absence of meaningful debt maturities in
the intermediate term. Following the equity call exercised for
the Swan acquisition, about $17 million in committed equity
reserve is available to the company.

                         Outlook

Generally favorable business prospects and leading market
positions should support management's efforts to improve the
financial profile and maintain credit quality in the
intermediate term.

                       Ratings List

                      Tekni-Plex Inc.

                - Senior secured debt B+
                - Subordinated debt B-


UNIFORET INC: Court Extends CCAA Protection thru June 26, 2002
--------------------------------------------------------------
Uniforet Inc. and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc., have obtained from the
Superior Court of Montreal an order extending for an additional
period of 45 days, expiring on June 16, 2002, the Court
protection afforded to the Company under the Companies'
Creditors Arrangement Act.

As already announced, the meeting of the class of US
Noteholders- creditors to vote on the amended plan of
arrangement is still temporarily suspended, following the
institution of proceedings by a group of US Noteholders, until
the composition of that class of creditors is settled. The
representations concerning these proceedings were completed on
March 15, 2002. The Company awaits the decision of the Court and
shall have a new press release issued once this decision has
been rendered.

The Company intends to keep on its current operations and its
customers are not affected by the Court order. Suppliers who
will provide goods and services necessary for the operations of
the Company will continue to be paid in the normal course of
business.

Uniforet Inc. is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
Peribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


USOL HOLDINGS: Fails to Meet Nasdaq NM Listing Standard
-------------------------------------------------------
USOL Holdings, Inc. (Nasdaq: USOL, USOLW), a provider of
entertainment, communications and technology solutions to
owners, operators and residents of multi-family communities
(MDUs), is realigning its Board of Directors and intends to
apply for NASDAQ Small Cap Listing.

The Company's stock price has failed to meet NASDAQ's National
Market minimum bid price requirement of $1.00 for more than 30
consecutive trading days, and Nasdaq has informed the Company
that if it is not able to demonstrate the ability to
consistently meet this requirement by June 3, 2002, NASDAQ will
provide written notification that the Company's securities
will be delisted from NASDAQ National. The Company, however,
intends to submit a transfer application to the NASDAQ Small Cap
Market. Such a move will delay the beginning of any delisting
proceedings until September 3, 2002. If the Company is able to
demonstrate the ability to meet the minimum $1.00 bid price
requirement at the close of at least ten consecutive trading
days prior to September 3, 2002, the delisting proceedings will
not occur.

Jim Livingston, President and CEO of USOL Holdings said, "We
believe we have near-term opportunities that will generate
support for our stock, but we need time to complete them."
Livingston added, "We are transferring to the NASDAQ Small Cap
Market because it is an option that will give us the ability to
continue having excellent market visibility. We expect that once
the price is back above $1.00, we will move back to the National
Market." As stated in a letter from NASDAQ to the Company, USOL
may be eligible to transfer to The NASDAQ National Market if, by
February 27, 2003, its bid price closes above the $1.00 per
share requirement for 30 consecutive trading days and it has
maintained compliance with all other listing requirements.

The Company also announced that effective immediately, Rob
Solomon, Chairman of USOL, will be relinquishing his position as
Chairman to pursue additional outside interests. "Because of my
strong emotional and financial ties to the Company, I will
remain actively involved in certain strategic areas, as well as
continuing to be fully committed to USOL's future success,"
Solomon stated.

USOL Holdings is a leading provider of integrated
telecommunications and entertainment services to the residential
real estate industry. Its subsidiary, U.S. OnLine, provides
local and long distance telephone services, cable television and
high-speed Internet access, in a single package at competitive
prices, all with the convenience of a single monthly invoice to
residents of MDUs. U.S. OnLine provides its services to more
than 190 MDU communities in seven major markets -- Austin,
Dallas/Ft. Worth, Denver, Houston, San Antonio, Washington, D.C.
and the Pacific Northwest -- and currently serves several of the
largest owners in the country including Amli Residential,
Simpson Housing and Gables Residential.


VICON FIBER OPTICS: Todres & Co. Expresses Going Concern Doubts
---------------------------------------------------------------
According to the certified public accountants performing Vicon
Fiber Optics Corporation's audit, "The Company is required to
pay $335,000 of debentures due June 30, 2002. Based on the
current condition of the Company's balance sheet, the payment of
these debentures raises substantial doubt about the Company's
ability to continue as a going concern."  This statement by
Todres & Company, LLP, Certified Public Accountants, in
Westbury, New York, was dated March 6, 2002.

Vicon Fiber Optics Corp. was incorporated in 1969 and currently
derives the majority of its revenue from,(1) the manufacture and
sale of fiber optic illuminating systems and components for use
in conjunction with dental equipment and instruments utilizing
fiber optic elements, and,(2) the manufacture and sale of
decorative lamps utilizing fiber optics for their illumination
and color display.

Net sales for the year ended December 31, 2001 as compared to
2000 decreased by 17.8%.

Cost of sales as a percentage of sales decreased to 83.6% for
2001 compared to 89.5% in 2000. The decrease was offset, in
part, by a write-off of inventory during the year in the amount
of $90,000.

Selling, general and administrative expenses decreased to
$746,762 in 2001 as compared to $858,936 in 2000, a decrease of
$112,174. Management attributes this to a general reduction in
the costs of marketing and administrative expenses.

Net loss was $420,620 for the year 2001, and a net loss of
$501,579 for the year 2000.


WILLIAMS COMMS: Will Continue Using Existing Bank Accounts
----------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
sought and obtained authority from the Court to continue to use
of their Pre-petition Bank Accounts.  They may also use their
existing business forms without alteration or change during the
initial days of the Chapter 11 cases, or during other periods
when it is impracticable for the Debtors to use altered forms.
The Debtors also requested they not be required to include the
legend "Debtor in Possession" or a "debtor in possession number"
on any business forms during the initial period of the Chapter
11 cases.

Erica M. Ryland, Esq., at Jones Day Reavis & Pogue in New York,
New York, relates that as of the Petition Date, the Debtors
maintain one bank account with Bank of Oklahoma in Tulsa,
Oklahoma and another with Citibank, N.A. in New York, New York.
Bank of Oklahoma and Citibank are financially stable banking
institutions with Federal Deposit Insurance Corporation
insurance or Federal Savings and Loan Insurance Corporation
insurance. If they use it at all, the Debtors only intend to use
their Pre-petition Bank Account after the Petition Date to hold
funds received by the Debtors after the Petition Date and to
make any wire transfers that they may be required or authorized
to make after the Petition Date. The Bank of Oklahoma Pre-
petition Bank Account is a "pass through" account that the
Debtors use to fund their non-debtor subsidiaries.

Ms. Ryland submits that the Debtors also utilize various
standard business forms, including, but not limited to,
invoices, stationery and envelopes. The Debtors have on hand
several months' supply of such envelopes and invoices and at
least a year's supply of letterhead. It would be expensive to
destroy such business forms and create new ones with a "Debtor
in Possession" legend.

Ms. Ryland contends that authorizing the continuation of the
Pre-petition Bank Accounts will assist the Debtors in
accomplishing a smooth transition into Chapter 11. For similar
reasons, it is important the Debtors be permitted to continue to
use their business forms without alteration during the initial
days of the Chapter 11 cases. (Williams Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: First Quarter Revenues Slide-Down 2% to $5 Billion
----------------------------------------------------------------
WorldCom, Inc. announced the financial results of the WorldCom
group (NASDAQ:WCOM) for the quarter ended March 31, 2002.

WorldCom group first quarter of 2002 revenues were $5.1 billion,
a decline of approximately 2 percent from the same period a year
ago. International revenues grew by 14 percent year-over-year to
$811 million. Data and Internet services revenues declined by
less than one percent from the year ago quarter to $2.75
billion. Voice revenues declined 12 percent from the previous
year quarter on a 2.5 percent decrease in volume. The results
reflect current economic conditions, including lower voice usage
and Internet and data network downsizing due to reduced customer
employment levels and customers deferring IT investment.

First quarter 2002 WorldCom group EBITDA, or earnings before
interest, taxes, depreciation and amortization, was $1.8
billion. WorldCom group net income was $184 million or 6 cents
per diluted common share, including a $90 million after-tax
charge associated with the disposition of investments,
such as News Corporation. Excluding this charge, WorldCom group
net income would have been $274 million or 9 cents per diluted
common share.

In the first quarter of 2002, WorldCom adopted Statement of
Financial Accounting Standards No. 142, and is thus no longer
recording amortization expense associated with goodwill and
other intangible assets with indefinite useful lives.

               Worldcom Group Balance Sheet Highlights

During the quarter, WorldCom, Inc. net debt declined by
approximately $903 million. WorldCom group generated $876
million of free cash flow from operations after capital
expenditures of $1.25 billion. As of March 31, 2002, WorldCom
had $2.3 billion in cash and cash equivalents, up from $1.4
billion at December 31, 2001. This includes approximately $870
million of net proceeds from the sale of News Corporation stock
in February 2002. The Company has no bank debt or commercial
paper outstanding.

                       Management's Comments

"Despite very difficult performance this quarter WorldCom was
able to generate free cash flow from operations and reduce net
debt by $903 million," said Bernard J. Ebbers, WorldCom
president and CEO. "Our data and Internet production was
affected by disconnects from e-business oriented customers as
well as cost driven network reductions from enterprise
customers. Voice revenues are pressured by price reductions and
network downsizing by existing customers that offset new billed
revenue.

"WorldCom is maintaining its customer base and overall market
share, but is affected by slowdowns in technology and financial
services sectors where WorldCom holds a commanding market
position," said Ebbers. "And as the market and our customers'
telecommunications spending recovers, WorldCom is well
positioned to improve its financial performance."

                Worldcom Group Management's Outlook

The market for telecommunications services remains
unpredictable. Assuming no further economic or market
deterioration, WorldCom group currently expects full-year 2002
revenues of $21 billion to $21.5 billion and EBITDA (earnings
before interest, taxes, depreciation and amortization) of $7
billion to $7.5 billion.

WorldCom group currently expects 2002 capital expenditures to be
up to $4.5 billion. We continue to expect WorldCom, Inc. to
produce approximately $1 billion of free cash flow from
operations in 2002.

                Consolidated Worldcom, Inc. Results

WorldCom, Inc. first quarter 2002 consolidated revenues were
$8.1 billion, an 8 percent decline from the year-ago period.
Consolidated net income was $130 million, including a $90
million after-tax charge associated with the disposition of
investments, such as News Corporation. Excluding this charge,
consolidated net income would have been $220 million.

First quarter 2002 consolidated free cash flow from operations
was $952 million. Consolidated net debt declined by $903 million
to $27.9 billion. WorldCom, Inc. 2002 capital expenditures are
expected to be up to $4.9 billion.

WorldCom, Inc. is comprised of two groups, each with its own
separately traded tracking stock: the WorldCom group, consisting
of WorldCom's data, Internet, international and commercial voice
businesses, and MCI group (NASDAQ:MCIT), which released
operating results separately today, consisting of WorldCom's
consumer, small business, wholesale long distance, wireless
messaging and dial-up Internet access businesses.

WorldCom group (NASDAQ: WCOM) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market. For more information, go to
http://www.worldcom.com


WORLDCOM: Bernard Ebbers Bids Goodbye as President, CEO & Direc.
----------------------------------------------------------------
WorldCom, Inc. (NASDAQ: WCOM, MCIT), announced that Bernard J.
Ebbers has resigned his position as President, CEO and Director
of WorldCom, Inc. John Sidgmore, previously Vice Chairman of
WorldCom, Inc., has assumed the position of President and CEO.
Bert Roberts remains WorldCom, Inc. Chairman of the Board. The
changes are effective immediately.

Incoming President and CEO John Sidgmore said, "I am honored to
have the opportunity to lead WorldCom and plan to build on our
efforts to utilize our global assets to best serve our
customers. We are an exceptional company and a global leader
with few peers. While our industry has been buffeted by the
economic downturn in recent months, WorldCom is well positioned
to capitalize on an economic upturn. Our low cost structure, our
strengths in offering service to every level of the enterprise
market and to consumers, and our solid financial foundation -
built on our free cash flow production - position us to attack
the marketplace with exceptional force."

Mr. Sidgmore has a successful history of building communications
companies. He has served as vice chairman of WorldCom since
1996, having served as the Company's chief operations officer
from December 1996 to September 1998. Sidgmore previously served
as president of MFS Communications Company as well as president
and CEO of UUNET Technologies, Inc. Between 1994 and 1997 UUNET
increased its annualized revenues from approximately $7 million
to more than $300 million, and became the world's largest
Internet Access Provider with more than 1,500 employees
worldwide. UUNET was purchased by WorldCom in 1996.

Bert Roberts, a 30-year veteran of the communications industry,
has been WorldCom, Inc. Chairman of the Board since 1998, when
WorldCom merged with MCI Communications Corporation. From 1992
to 1998 he was chairman and CEO of MCI, after serving as
president and chief operating officer since 1985. Roberts played
a key role in transforming MCI from a start-up long distance
company to a $20 billion leader in global communications.

"Bernie Ebbers did an outstanding job of building what once was
a small long-distance company into one of the largest
communications providers in the world," said Bert Roberts.
"Thanks to Bernie, WorldCom is an industry leader with the most
valuable customers, assets and employees in the communications
industry today. We are grateful for his vision and his service."

Announcing his decision, Mr. Ebbers said, "Over the past years I
have had the honor of leading thousands of talented and
innovative WorldCom colleagues in this dynamic industry and we
have many great accomplishments to show for our work together. I
am confident that WorldCom will continue to lead the industry,
setting the standards others will follow."

WorldCom also announced that Scott Sullivan is now executive
vice president and chief financial officer of WorldCom, Inc.
Ronald Beaumont is now chief operating officer of WorldCom,
Inc., overseeing operations for both WorldCom group and MCI
group. Wayne Huyard remains chief operating officer of MCI
group, reporting to Beaumont.

Sullivan has been a director of WorldCom since 1996 and has
served as chief financial officer, treasurer and secretary of
WorldCom since December 1994.

Beaumont, who has more than 32 years of experience in the
telecommunications industry, has most recently served as chief
operating officer of WorldCom group, with global responsibility
for core WorldCom business functions including sales, marketing,
customer service, information technology, network operations,
planning, and engineering. Previously he served as president and
CEO of WorldCom's Operations and Technology division. He also
served as president and chief executive officer of MFS Telecom.

Sullivan, Beaumont and Michael Salsbury, General Counsel of
WorldCom, Inc., will report directly to Sidgmore.

WorldCom, Inc. (NASDAQ: WCOM, MCIT), operating through WorldCom
group and MCI group, is a pre-eminent global communications
provider for the digital generation, operating in more than 65
countries. With one of the most expansive, wholly-owned IP
networks in the world, WorldCom provides innovative data and
Internet services for businesses to communicate in today's
market. For more information, go to http://www.worldcom.com


WORLDCOM: S&P Warns of Possible Downgrade on BBB Credit Rating
--------------------------------------------------------------
Standard & Poor's 'A-3' short-term corporate credit rating on
global communications provider WorldCom Inc. was placed on
CreditWatch with negative implications on April 30, 2002.  The
'BBB' long-term corporate credit rating remains on CreditWatch
with negative implications at that time.  Clinton, Missouri-
based WorldCom has about $30 billion total debt outstanding as
of March 31, 2002.

The ratings on WorldCom were lowered on April 22, 2002, and the
long-term ratings remained on CreditWatch with negative
implications, after WorldCom released guidance that was
significantly below expectations. The CreditWatch also
incorporates concerns regarding the formal SEC investigation
into certain WorldCom's accounting issues.

Recent developments have had a significant effect on the
company's stock and bond prices. However, although the business
environment continues to be somewhat challenging, the present
outlook for the telecom industry suggests some improvement is
likely in the second half of 2002 if the economy cooperates.
Nevertheless, Standard & Poor's is concerned about the loss of
investor confidence in WorldCom in recent periods.

The loss of financial flexibility for WorldCom has been
dramatic, and the present financial profile is clearly
inconsistent with current ratings. However, if the business
environment shows some improvement, and the resignation of the
former CEO helps restore investor confidence, Standard &
Poor's currently expects that any downgrade is likely to be
modest. On the other hand, if recent developments translate into
a more permanent impairment of the company's financial
flexibility, a more significant downgrade is possible.

Standard & Poor's anticipates meeting with WorldCom over the
next few weeks for a thorough review of the company's
operations, strategic direction, and financial plans, and to
resolve the CreditWatch shortly thereafter.

                      Ratings List

                     WorldCom Inc.

                - Senior unsecured debt BBB
                - Preferred stock BB+

              Intermedia Communications Inc.

                - Senior unsecured debt BBB
                - Subordinated debt BBB-
                - Preferred stock BB+

                MCI Communications Corp.

                - Senior unsecured debt BBB
                - Subordinated debt BBB-
                - Preferred stock BB+

DebtTraders reports that Worldcom Inc.'s 6.95% bonds due 2006
(WCOM06USR1) are quoted at a price of 47. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USR1
for real-time bond pricing.


WORLDWIDE MEDICAL: Auditors Doubt Ability to Sustain Operations
---------------------------------------------------------------
In its Auditors Report for Worldwide Medical Corporation,
Kelly & Company of Newport Beach, California, says:

      "the Company has suffered recurring losses from operations,
      has entered several settlement agreements resolving
      disputes, litigation and regulatory matters, which require
      a significant commitment of funds, has difficulties
      generating sufficient cash flow to meet its ongoing
      obligations and sustain its operations, and has a
      stockholders' capital deficiency that raise substantial
      doubt about its ability to continue as a going concern."

Worldwide Medical Corporation is engaged in the marketing and
distribution of accurate and  confidential diagnostic tests that
deliver immediate and preliminary results for detection of drugs
of abuse and other medical conditions in humans, including, but
not limited to, hidden blood in the stool, alcohol breath scans,
and home screening for cholesterol.  Products are sold under the
Company's trademark "First Check(R)" and promoted with its
motto: "When the need to know is NOW."  Its other diagnostic
assays include fertility tests to detect pregnancy and ovulation
and assays for certain infections and sexually transmitted
diseases.  In medicine, an "assay" is the means of measuring a
substance of clinical interest.  The results of the measurement
are either qualitative, "yes/no," or quantitative, i.e. the
number of an item, for example, red blood cells, in a sample.
Sales of Worldwide Medical ovulation and infectious disease
diagnostic products have not been significant to, date;
primarily because of the limited resources Worldwide has
available to market the products, competitive market-place
issues, and the current lack of required governmental  approval
for those products.

Gross sales increased by 39 percent from $2.5 million in the
2000 fiscal year to $3.5 million in the 2001 fiscal year.  Net
sales increased by 27 percent from 2.2 million in the 2000
fiscal year to 2.8 million in the 2001 fiscal year.  Management
believes that the main cause of the increase in sales  is a
resumption of normal, recurring sales and promotional activity
for the Company's drugs of abuse tests following receipt of
510(k) OTC clearances from the FDA, as well as the acquisition
of new retail customers for its drugs of abuse tests and the
increased number of retail outlets distributing its Colorectal
screening tests.

Management believes that the percentage increase in gross sales
in the 2001 fiscal year was greater than the percentage increase
in net sales of 2000 primarily because of an increase in
discounts,  returns, and allowances, as follows:

- - $70 thousand (representing 2% of gross sales) of discounts
provided to customers in accordance  with Company standard
payment terms: Worldwide provides its customers early payment
discounts on each invoice, which discount policy management
believes is equivalent to the early payment discounts provided
by substantially all other vendors who supply products through
the same distribution  channels used by the Company.

- - $116 thousand (representing 3.3% of gross sales) of
defective or damaged products:

Certain of Worldwide's products, as received by its retailers,
or their customers, have minor  packaging defects or may be
slightly damaged.  Substantially all of such products are
returned to the Company through industry-standard, third party
collection centers.  Worldwide's returned goods policy, which
management believes is equivalent to the policies of
substantially all other vendors who supply products through the
distribution channels that Worldwide uses, permits the Company's
retailers to return such defective or damaged products for
credit.

- - $263 thousand (representing 7.4% of gross sales) of FDA-
related voluntary returns:

In connection with its negotiations with the FDA obtain 510(k)
OTC clearances, Worldwide agreed to  provide a mechanism for its
customers to obtain confirmatory tests of the results indicated
by its  Drugs of Abuse tests. Inclusion of confirmatory test
materials required that the Company repackage all of its Drugs
of Abuse tests.  Worldwide and the FDA agreed upon a reasonable
schedule for the introduction of "new packaged" products.  To
comply with its agreement with FDA, the Company authorized its
retailers to return the "old packaged" products to it for
credit.  $205  thousand of this sum reflects the product
returned by customers directly to the Company.  $58  thousand of
this sum reflects the product returned by customers through
industry-standard, third party collection centers and forwarded
to Worldwide.

- - $130 thousand of FDA-related (representing 3.7% of gross
sales) reductions in invoices:

This sum reflects additional cash discounts provided to certain
customers, in lieu of providing to them credit for FDA-related
voluntary returns of products.

- - $73 thousand (representing 2.1% of gross sales) of discounts
for broadening the market for its  products:

This sum represents incremental discounts that the Company
granted to acquire new retail customers for its drugs of abuse
tests and an increased number of retail outlets distributing its
Colorectal  screening tests.

By way of comparison, the $256 thousand of discounts, returns,
and allowances that comprise the  difference between gross sales
and net sales for the 2000 fiscal year are comprised of the
following:

- - $50 thousand (representing 2% of gross sales) of discounts
provided to customers in accordance  with standard payment
terms.

- - $124 thousand (representing 4.9% of gross sales) of
defective or damaged products.

- - $82 thousand of FDA-related (representing 3.1% of gross
sales) reductions in invoices.

Net loss in 2001 was $1,405, while in 2000 the Company's net
loss was $1,109.


* BOND PRICING: For the week of May 6 - May 10, 2002
----------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05              23 - 25(f)
AES 9 1/2 '09                  77 - 79
AMR 9 '12                      96 - 97
Asia Pulp & Paper 11 3/4 '05   25 - 26(f)
Bethlehem Steel 10 3/8 '03     11 - 12(f)
Enron 9 5/8 '03                11 - 12(f)
Global Crossing 9 1/8 '04       2 - 3(f)
Level III 9 1/8 '04            46 - 48
Kmart 9 3/8 '06                50 - 52(f)
NWA 8.70 '07                   90 - 92
Owens Corning 7 1/2 '05        40 - 41(f)
Revlon 8 5/8 '08               44 - 46
Trump AC 11 1/4 '07            75 - 77
USG 9 1/4 '01                  80 - 82(f)
Westpoint Stevens 7 3/4 '05    55 - 57
Xerox 7.15 '04                 94 - 95

                          *********


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

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Wednesday's edition of the TCR. Submissions about insolvency-
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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.

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                      *** End of Transmission ***