TCR_Public/020515.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 15, 2002, Vol. 6, No. 95     

                          Headlines

360NETWORKS: Court Okays Hiring Lazard Over Committee Opposition
ADVANCED SWITCHING: Will File Dissolution Certificate on May 24
AGRIFOS FERTILIZER: Congress Financing Pact Keeps Contracting
ALBATRONICS: Moves Closer to Listing on Hong Kong Stock Exchange
ALLCITY INSURANCE: First Quarter 2002 Net Loss Tops $1.3 Million

AMCARE HEALTH: S&P Assigns R Rating Over Fin'l Health Concerns
AMERIGAS PARTNERS: Offering $40MM 8-7/8% Senior Notes due 2011
ARCH WIRELESS: Mass. Court Confirms First Amended Joint Plan
AT HOME CORP: Files Joint Plan of Liquidation in California
AVAYA INC: Expands Voice and Data Management Services Business

BCE INC: Appoints John Sheridan as CEO of Bell Canada Unit
BETHLEHEM STEEL: Court to Consider Columbus Purchase on May 29
BLACK & VEATCH: Fitch Cuts Rating on 1995 Class A Bonds to BB+
CANADIAN IMPERIAL: Will Drill Port au Port No. 2 Step Out Well
CAPITAL CONSULTANTS: Wilshire to Buy Unit's Shares From Receiver

CHAPARRAL RESOURCES: Completes Debt Workout with Shell Capital
CLARION TECH: Annual Shareholders' Meeting Set for June 25, 2002
DARLING INT'L: Closes Equity-for-Debt Swap Under Recap. Plan
DELPHI FINANCIAL: S&P Assigns BB Rating to $250MM Amended Shelf
DOMINIX INC: Diversified Capital Discloses 63.134% Equity Stake

E.SPIRE COMMUNICATIONS: Accepting Bids for Assets Until Friday
ENRON CORP: FBTC Leasing Seeks Adequate Protection of Payments
ENRON CORPORATION: Judge Gonzalez Appoints Fee Review Committee
EXIDE TECHNOLOGIES: Proposes Uniform Reclamation Claim Protocol
EXODUS COMMS: Committee Taps PricewaterhouseCoopers as Advisors

FMAC LOAN: Fitch Drops Ratings on Certain Franchise Loan Deals
FEDERAL-MOGUL: Selling Certain US Camshaft Operations to ASIMCO
FLAG TELECOM: Reach Seeks Dismissal of Unit's Chapter 11 Case
FLORSHEIM GROUP: Expects to Close Asset Sale to Weyco This Month
GENERAL MAGIC: Begins Shares Trading on Nasdaq SmallCap Market

GLOBAL CROSSING: Court Okays Blackstone for Financial Advice
GOLDMAN INDUSTRIAL: Has Until July 15, 2002 to Decide on Leases
GREENMAN TECHNOLOGIES: Restructures $1.5 Million Long-Term Debt
HARBORSIDE HEALTHCARE: Mar. 31 Balance Sheet Upside-Down by $32M
HARTMARX: Meets Requirement to Obtain $10MM Liquidity Proceeds

HORIZON PCS: March 31 Balance Sheet Upside-Down by $151 Million
ICG COMMS: Seeks Approval of Settlement Pact with SBC Affiliates
ICO INC: S&P Hatchets B-Rated Senior Unsec. Notes Down 2 Notches
IFCO SYSTEMS: Volunteers to Delist from Nasdaq Effective May 20
IT GROUP: Asks Court to Fix July 15 Bar Date for Proofs of Claim

INSTEEL INDUSTRIES: Credit Facility Maturity Moved to Oct. 2003
KAISER ALUMINUM: Asbestos Claimants Get Approval to Hire Caplin
KASPER: Gets OK to Hire Steven Cohn from Alvarez & Marsal as CRO
KMART CORP: Rejecting GECC Equipment Lease to Save $20+ Million
KMART CORP: Intends to Reject Equipment Lease with Varilease

LTV CORP: Steel Unit Intends to Assume & Assign Pacts & Leases
LEINER HEALTH: Gets OK to Retain Debevoise & Plimpton as Counsel
LERNOUT & HAUSPIE: Holdings' Discl. Statement Hearing on May 24
LOUISIANA-PACIFIC: S&P Revises Outlook on Low-B's to Stable
LUCENT TECHNOLOGIES: Appoints Denham and Goldin as Board Members

LYNCH CORP: Q1 2002 Shareholders' Equity Deficit Tops $7.7 Mill.
MARINER POST-ACUTE: Emerges from Chapter 11 Proceedings
METALS USA: Proposes Uniform Miscellaneous Asset Sale Procedures
NATIONSLINK FUNDING: S&P Junks Class F Certificates' Rating
NATIONSRENT INC: Tapping Quiktrak Inc. as Equipment Auditors

NEWCOR INC: Hilco Hired to Appraise Machinery & Equipment
NORTEL NETWORKS: Will File Shelf Registration Statement with SEC
OGLEBAY NORTON: Michael Lundin to Assume CEO Post in Jan. 2003
OWENS CORNING: Asks Court to Okay Stipulation with DrKW Finance
PACIFIC GAS: CPUC Disclosure Statement Hearing to Continue Today

PHOTOCHANNEL NETWORKS: Taps Discovery Capital as Fin'l Advisors
PINNACLE HOLDINGS: Talks to Secure New Forbearance Pact Continue
POLYMER GROUP: Terminates Exchange Offer for Two Sr. Sub. Notes
POLYMER GROUP: Case Summary & 30 Largest Unsecured Creditors
PROVELL INC: Seeking Court Nod to Sign-Up BSI as Noticing Agent

PSINET INC: Court Sets Plan Confirmation Hearing for June 17
REVLON INC: Launches Exchange Offer for 12% Senior Secured Notes
SENSE TECHNOLOGIES: Receives Subscription Pacts for $4 Million
STANDARD AUTOMOTIVE: Goldman Sachs Reports 11.9% Equity Stake
SUNRISE TECHNOLOGIES: Wins Creditors' Nod to Convert into Equity

TRANSTECHNOLOGY: Agrees to Sell U.S. Retaining Ring Business
TUTOR TIME: Selling Assets to Sun Capital Entity for $30 Million
UNIFI: S&P Drops Corp. Credit Rating to BB Over Weak Operations
VERADO HOLDINGS: Committee Taps Akin Gump for Legal Counsel
WHX CORPORATION: First Quarter Net Loss Slides-Up to $19 Million

WILLIAMS COMMS: US Trustee Appoints Unsec. Creditors' Committee
ZENITH INDUSTRIAL: Wins Nod to Tap Dratt-Cambell as Consultant

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Court Okays Hiring Lazard Over Committee Opposition
----------------------------------------------------------------
The Official Committee of Unsecured Creditors argues that
360networks inc.'s application to retain Lazard Freres should be
"denied in its entirety or restructured so that the financial
terms are more in line with the economic realities of these
cases," Norman Kinel, Esq., at Sidley Austin Brown & Wood, in
New York, states.

Mr. Kinel relates that this Court and the Committee has been
misled on these issues with regard to Lazard Freres:

     -- undisclosed payments made by the U.S. Debtors to Lazard
        Freres; and

     -- the ultimate allocation of Lazard's fees among various
        debtor entities.

Moreover, Lazard Freres suffers from a debilitating conflict of
interest by serving as financial advisor to the Canadian Debtors
when the U.S. Debtors have claims and issues that are adverse to
the interests of the Canadian Debtors.  "As financial advisor to
both estates, Lazard cannot possible fulfill its fiduciary
obligation to either," Mr. Kinel adds.

In addition, the Debtors have not given any valid reason to
justify their failure to seek approval of Lazard's employment
until nearly 10 months after these cases have been filed.  The
Committee has already warned the Debtors that any efforts to
retain Lazard would be met with opposition from their side.

Mr. Kinel tells the Court that the Committee also opposes the
Debtors' proposal to shift one half of the burden of Lazard's
fees to the U.S. Debtors with no participation from the Debtors'
foreign affiliates.  The Committee believes that the fees should
be proportionately shared among all of the Debtors' worldwide
entities.

Furthermore, the Committee opposes any success component payable
to Lazard Freres.  "The fact remains that Lazard's efforts to
market the Debtors' business to attract strategic partners or
investors to date have failed," Mr. Kinel says.  Yet on top of
the $200,000 monthly fee, Lazard seeks an additional $2,500,000
as a restructuring transaction fee.  Lazard now seeks a success
fee for its failure in achieving its previous goal as long as it
achieves the new goal of confirmation of a plan.  Moreover, the
Debtors' request for payment of a success fee ignores the
economic realities of these cases and prejudices unsecured
creditors by consuming funds that could be part of a potential
recovery under a plan.

Therefore, the Committee asks the Court to deny the retention of
Lazard Freres in its entirety or modify it so that they are
consistent with the Committee's recommendations.

                        Debtors Respond

According to Alan J. Lipkin, Esq., at Willkie Farr & Gallagher,
in New York, just when the Debtors thought there might be some
hope for the Committee to act constructively, they filed an
unwarranted objection to Lazard's retention.  Mr. Lipkin
provides the facts why the Court should approve the Debtors'
retention of Lazard Freres:

  (a) Lazard has worked on behalf of the U.S. Debtors since the
      outset of these cases;

  (b) the likelihood that a portion of Lazard's fees would be
      sought and allocated to the U.S. Debtors and the fact that
      Lazard's monthly fees were $200,000 have been known by the
      Committee since August 2001;

  (c) the Debtors' intention to retain Lazard was known to the
      Committee since January 2002;

  (d) Lazard's fees and fee structure are relatively standard,
      if not modest, by industry standards;

  (e) Lazard and its capabilities are well known to the
      Committee;

  (f) the application reserves all parties rights on both the
      issue of U.S./Canada allocation of Lazard's fees and any
      success fee for Lazard;

  (g) well before the Committee filed its Objection, the
      Committee was advised that the retroactive date for
      Lazard's retention was negotiable and fourteen hours
      before the Committee filed its Objection the Committee was
      advised that Lazard had agreed with the U.S. Trustee to
      reduce the retroactive date for monthly compensation to
      February 15, 2002.

Moreover, Mr. Lipkin says, the Committee is simply wrong in
asserting that the Debtors seek to shift fully one half of the
burden of Lazard's fees onto the U.S. Debtors, with no
participation from the Debtors' other foreign affiliates.  "The
Committee ignores the fact the Application expressly states that
because more than 50% of Lazard's early work for the Debtors and
their affiliates arguably could be allocated to the Canadian
Debtors, the Debtors and the Canadian Debtors have tentatively
agreed that the Canadian Debtors provisionally would pick up
Lazard's full monthly fees for the period July 2001 through
October 2001," Mr. Lipkin notes.

Mr. Lipkin relates that beyond the fact the Committee should be
estopped at this time from raising old conflict issues regarding
Lazard notable points on the issue shows:

   -- The U.S. Trustee, whose vigilance on conflict issues is
      well known, has no objection to Lazard's retention.

   -- Lazard's representation of all the 360 entities is no
      different than the standard procedure of a single
      bankruptcy professional representing a multi-debtor
      corporate family where there are claims between the
      Debtors.

   -- Lazard's role, which primarily included locating
      purchasers of or investors in the 360 Debtors, helping
      revise the 360 Debtors' capital structure, assisting on
      the employee retention plan, and similar matters, has
      virtually nothing to do with U.S./Canadian value
      allocation or claim issues. Moreover, in light of the
      Debtors' "highly intertwined" affairs, Lazard's role would
      have been almost impossible absent working for both the
      U.S. and Canadian Debtors.

   -- Disqualifying Lazard on conflict grounds here effectively
      would require every multinational Debtor to retain
      multiple financial advisors at astronomical and
      duplicative cost.

   -- The claims of the major creditors with whom Lazard must
      deal in these cases, the pre-petition lenders, extend
      across the international border.

With regards to the Committee's objection to retaining Lazard
Freres to a nunc pro tunc date, Mr. Lipkin provides these
factors which strongly favor the February 15, 2002 nunc pro tunc
date:

     -- The U.S. Trustee, which is always proactive on the nunc
        pro tunc issue, has agreed to the February 15 date.

     -- The revised Lazard retention letter was not finalized
        until early April and the application was filed promptly
        thereafter.

     -- The Committee sought to retain each of its professionals
        in these cases on a nunc pro tunc basis.

     -- As explained in the Lazard Application, the bulk of the
        delay in filing the application was not due to Lazard.

Consequently, there is ample basis under applicable law for
approving Lazard's nunc pro tunc retention back a mere two
months to February 15, 2002.

The Debtors also respond to the Committee's objection to a
success fee arrangement for Lazard with these statements:

   -- Continuing its hypocrisy, the Committee, which earlier in
      these cases argued that the incentive portion of the
      Debtors' employee retention plan was premature, now argues
      Lazard's incentive fee is being requested too late because
      much of Lazard's work already has been done.

   -- The Committee objects to a Sales Transaction Fee or
      Financial Transaction Fee for Lazard because it is
      unlikely such transactions would occur. Yet if the
      transactions do not occur, then Lazard would not earn the
      fee. Indeed, the improbability of such transactions
      demonstrates why such incentive fees would be appropriate.

   -- The Committee now acknowledges the "economic realities of
      these cases", but still cannot take the next step, to also
      accept that virtually all the fees payable to Lazard would
      not, as a practical matter, have any impact on
      distributions to unsecured creditors in these cases.

   -- Any success fee for Lazard likely only would be allocated
      50% to the U.S. Debtors.

   -- The Committee sought a success fee for Jefferies even
      though Jefferies would not have had the proactive role
      that Lazard has as the Debtors' financial advisor.

Accordingly, Mr. Lipkin contends that the Committee's diatribe
on Lazard's success fee should be ignored.

"The Committee's assertion that the Debtors seek to pay Lazard a
monthly advisory fee of $200,000 is false," Mr. Lipkin says. The
Debtors only seek to pay Lazard the Debtors' share of that fee,
which would be roughly 50% or $100,000. That $100,000 is less
than the $140,000 monthly average fee of the Committee's
financial advisor. Further, Lazard's full fee is less than the
combined average monthly fees of the pre-petition lenders'
financial advisors. Thus, Lazard's monthly fee should be
approved.

Therefore, the Debtors ask the Court to grant their application
to retain Lazard Freres as their financial advisor and overrule
the Committee's objections.

                          *   *   *

Judge Gropper authorizes the retention of Lazard Freres provided
that:

    (i) Lazard's monthly fee entitlement is retroactive to
        April 1, 2002;

   (ii) GlobeNet Communications Group Limited and its direct
        subsidiaries are not debtors in the Chapter 11 cases;
        and

  (iii) the Debtors are authorized to indemnify Lazard and its
        affiliates during the pendency of these cases. (360
        Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)   

                         *   *   *

As previously reported, 360networks inc., and its debtor-
affiliates asked the Court's authority to retain Lazard Freres
as their financial advisor, nunc pro tunc to June 28, 2001, with
Lazard Freres' fee entitlement retroactive to November 1, 2001.

Since May 2001, Lazard Freres has been providing substantial
assistance to the Debtors in connection with:

    (i) evaluation of strategic business alternatives;

   (ii) pursuit of new debt or equity financing;

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

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

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

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

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

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

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

Lazard Freres are expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (a) the Restructuring Transaction Fee;

    (b) the Financing Transaction Fee; or

    (c) the Sales Transaction Fee,

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


ADVANCED SWITCHING: Will File Dissolution Certificate on May 24
---------------------------------------------------------------
Advanced Switching Communications, Inc. (Nasdaq: ASCX) entered
into a settlement with Qwest Communications International Inc.,
on May 10, 2002. Pursuant to the settlement, ASC will pay $3.5
million to Qwest to resolve all disputes relating to an
equipment purchase contract entered into by the two companies in
October 2000, including Qwest's demand, first made in October
2001, for a refund in connection with all equipment that ASC
sold to Qwest, which Qwest thereafter claimed did not meet
contract specifications.

The Company previously announced that its stockholders
authorized and approved the Company's plan of liquidation at a
special meeting of stockholders held on April 9, 2002.

As a result of the settlement the company has delayed from May
10, 2002 to May 24, 2002 the date on which it intends to file a
certificate of dissolution with the Delaware Secretary of State
pursuant to the plan of liquidation. Upon filing the certificate
of dissolution, the Company will request that the Nasdaq Stock
Market delist the Company's common stock and will petition the
Securities and Exchange Commission for relief from its
obligation to file periodic and other reports under the
Securities Exchange Act of 1934.  The Company will also close
its stock transfer books and discontinue recording transfers of
common stock at the close of business on the day the certificate
of dissolution is filed.  Thereafter, certificates representing
the common stock will not be assignable or transferable on the
Company's stock transfer books except by will, intestate
succession or operation of law.

As of March 31, 2002, the Company had approximately $74.8
million in cash and marketable securities and expects to use
cash of approximately $4.5 million to satisfy liabilities on its
unaudited balance sheet including the amount of the settlement
for Qwest.  In addition to converting its remaining assets to
cash, pursuing any claims it may have against third parties and
satisfying the liabilities currently on its balance sheet, the
Company anticipates using cash in the next several months for a
number of items, including but not limited to: (i) ongoing
operating costs of at least $1.4 million, (ii) employee
severance and related costs of at least $4.7 million, (iii)
payments to the Company's contract manufacturer of at least $2.3
million, and (iv) other costs, including costs incurred to close
out existing leases, of at least $4.0 million.  In addition, the
Company may incur additional liabilities arising out of
contingent claims that are not reflected as liabilities on its
balance sheet.

The Company is currently unable to predict the precise nature,
amount and timing of any liquidating distributions, due in part
to its inability to predict the net value of its non-cash assets
and the ultimate amount of its liabilities, many of which have
not been settled. In addition, the Company is currently unable
to predict the precise timing of any liquidating distributions
pursuant to the plan of liquidation. The timing of any
distributions will be determined by the Company's Board of
Directors and will depend in part upon its ability to convert
its remaining assets into cash and pay and settle its
significant remaining liabilities and obligations, including
contingent claims.


AGRIFOS FERTILIZER: Congress Financing Pact Keeps Contracting
-------------------------------------------------------------
Agrifos Fertilizer, LP and its debtor-affiliates wants the U.S.
Bankruptcy Court for the Southern District of Texas to approve
the Forebearance and Extension Agreement entered by Congress
Financial Corporation, as Lender, and the Debtors, as the
Borrowers.  By a series of extensions to the Cash Collateral
Order, the Debtors request to extend their use of cash
collateral from May 7, 2002 through and including August 5,
2002.

In a Forbearance and Extension Agreement, the Debtors agree that
the Lender does not waive any existing defaults or any events of
default which may exist as of the date of this Agreement.  The
Debtors add that they agree to pay the Lender a forbearance and
extension fee in the amount of $15,000.

Pursuant to the Agreement, Availability is reduced by:

     a) a $250,000 special reserve; and

     b) an additional reserve which Lender agrees shall consist
        of the existing reserve of $400,000, plus an additional
        amount of $250,000 from and after the date of the
        Forbearance Agreement for an aggregate reserve amount of
        $650,000, which reserve amount shall be increased to
        $900,000 on June 8, 2002.  


ALBATRONICS: Moves Closer to Listing on Hong Kong Stock Exchange
----------------------------------------------------------------
Nam Tai Electronics, Inc. (Nasdaq: NTAI, NTAIW; CBOE Symbol:
QNA) announced that all the resolutions proposed at the
extraordinary general meeting of Albatronics (Far East) Company
Limited (In Liquidation) and the Albatronics shareholders' court
meeting, both on May 10, 2002, were unanimously approved by the
independent shareholders present in person or by proxy. The
resolution proposed at the Albatronics creditors' court meeting
was also unanimously approved by creditors present in person or
by proxy.

On January 14, 2002 Nam Tai entered into a restructuring
agreement with the joint liquidators of Albatronics.  
Albatronics, a 50% owned subsidiary of Nam Tai, was placed into
voluntary liquidation in August 1999.  Under the restructuring
agreement Nam Tai will inject its wholly-owned subsidiary JIC
into a new company for 92.9% ownership in the new company on a
fully diluted basis after conversion of preference shares.  
Albatronics' listing status on the Hong Kong Stock Exchange will
be withdrawn and the new company will be listed on the Hong Kong
Stock Exchange by way of introduction and free from the
liabilities of Albatronics.  Consummation of the restructuring
agreement still requires sanction of the shareholders' scheme
and the creditors' scheme by the court.

Nam Tai Electronics, Inc. is an electronics design and
manufacturing service provider to some of the world's leading
original equipment manufacturers.  Nam Tai manufactures
telecommunication products, palm-sized PCs, personal digital
assistants, linguistic products, calculators and various
components including LCD modules for cellular phones, lithium
ion rechargeable battery packs, transformers and LCD panels.  
The Company utilizes advanced production technologies such as
chip on board (COB), chip on glass (COG), surface mount
technology (SMT), ball grid array (BGA), tape automated bonding
(TAB), and outer lead bonding (OLB) technologies.  Further
information is available on Nam Tai's Web site at
http://www.namtai.com


ALLCITY INSURANCE: First Quarter 2002 Net Loss Tops $1.3 Million
----------------------------------------------------------------
Allcity Insurance Company (ALCI-OTCBB) announced its operating
results for the three month period ended March 31, 2002 and
reported a net loss of $1,271,000 for the three months ended
March 31, 2002 compared to a net loss of $14,277,000 for the
comparable 2001 period.

Results for 2002 included $47,000 of net securities gains
compared to $1,012,000 of net securities gains for the
comparable 2001 period.

Net earned premium revenues of the Company were $1,907,000 and
$6,565,000 for the three month periods ended March 31, 2002 and
2001, respectively. The Company's earned premiums declined in
all lines of business during the three month period ended March
31, 2002 as a result of actions announced during late 2000 and
the first quarter of 2001.

As previously announced in December 2001, the Group (which
includes the Company and Empire Insurance Company, the Company's
parent) determined that it was in the best interest of its
shareholders and policyholders to commence an orderly
liquidation of all of its operations. The Group will only accept
business that it is obligated to accept by contract or New York
insurance law; it will not engage in any other business
activities except for its claims runoff operations. The
voluntary liquidation of its operations is expected to be
substantially complete by 2005. Given the Group's and the
Company's current financial condition, the expected costs to be
incurred during the claims runoff period, and the inherent
uncertainty over ultimate claim settlement values, no assurance
can be given that the Company's shareholders will be able to
receive any value at the conclusion of the voluntary liquidation
of its operations. Empire has reported limited statutory surplus
at March 31, 2002 and further decreases in its statutory surplus
may allow the New York Insurance Department the ability to take
material adverse regulatory actions against Empire and the
Company.

Included in the Company's pre-tax losses were increases for loss
and loss adjustment expenses for prior accident years of
$450,000 and $11,700,000 for the three month periods ended March
31, 2002 and 2001, respectively. In addition, during the three
month period ended March 31, 2001, the Company wrote-off
approximately $2,200,000 of deferred policy acquisition costs as
their recoverability from premiums and related investment income
was no longer anticipated.


AMCARE HEALTH: S&P Assigns R Rating Over Fin'l Health Concerns
--------------------------------------------------------------
Standard & Poor's said it assigned its 'R' financial strength
rating to AmCare Health Plans of Texas, Inc. following its
placement by the Texas Department of Insurance on administrative
oversight because of concerns about AmCare's financial health.
"AmCare's financial condition has deteriorated in part because
of a 90-day past due payment of $18 million from an affiliate,"
noted credit analyst Afreen Hossain. She added that the company
has also been experiencing losses because of high provider fees
and high administrative costs.

A net loss of $6.2 million was reported for the fourth quarter
of 2001. In addition, AmCare does not have the financial
reserves required by the Texas Department of Insurance. AmCare
CEO Tom Lucksinger has said that the company must come up with a
plan to return the HMO to financial stability.

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


AMERIGAS PARTNERS: Offering $40MM 8-7/8% Senior Notes due 2011
--------------------------------------------------------------
AmeriGas Partners, L.P. is the largest retail propane
distributor in the United States, distributing more than one
billion gallons of propane annually. It serves approximately 1.3
million residential, commercial, industrial, agricultural and
motor fuel customers from approximately 700 district locations
in 46 states. Its describes its competitive strengths as its
experienced and dedicated work force, its national distribution
infrastructure and its intense focus on customer satisfaction.
Its operations are located primarily in the East Coast,
Southeast, Midwest, Mountain Central and West Coast regions of
the United States.

AmeriGas is a holding company and conducts its business
principally through its operating subsidiary, AmeriGas Propane,
L.P., and its subsidiary, AmeriGas Eagle Propane, L.P.

AmeriGas is offering $40 million aggregate principal amount of
8-7/8% Series B Senior Notes due 2011. Interest will accrue from
November 20, 2001 and will be paid semi-annually in arrears on
May 20 and November 20 to holders of record on the immediately
preceding May 5 and November 5. The first interest payment will
be made on May 20, 2002. The notes will mature on May 20, 2011.

AmeriGas and AP Eagle Finance Corp. will be co-issuers of the
notes and the obligations with respect to the notes and those of
AP Eagle Finance Corp. will be joint and several. The notes will
be unsecured and effectively subordinated to the indebtedness of
AmeriGas' operating partnership. As of March 31, 2002, AmeriGas
and its operating partnership had total indebtedness of
approximately $965.7 million (including current maturities of
$64.5 million), partners' capital of $327.5 million and a ratio
of debt to partners' capital of 2.95 to 1. Holders of its
operating partnership's indebtedness of $621.0 million as of
March 31, 2002 will have superior rights to those of the
noteholders. Holders of its indebtedness of $344.7 million,
consisting of $85 million of 10-1/8% senior notes due 2007,
$59.7 million of 10% senior notes due 2006, and $200 million of
8-7/8% senior notes due 2011 now outstanding, will rank equally
with the notes.

AmeriGas will issue the notes under the 8-7/8% Senior Notes Due
2011 Indenture dated August 21, 2001 with Wachovia Bank,
National Association, successor to First Union National Bank, as
trustee, as supplemented by a Supplemental Indenture dated May
3, 2002 between AmeriGas and the trustee. The indenture, as
supplemented, includes several covenants, which will, among
other things, restrict the Company's ability and the ability of
its restricted subsidiaries to:

              - incur other indebtedness;
              - make certain restricted payments or
                investments;
              - incur liens;
              - enter into transactions with affiliates;
              - pay dividends or make other restricted
                payments affecting our subsidiaries;
              - enter into sale and leaseback transactions;
              - merge with or into other companies or sell
                all or substantially all of our properties or
                assets; and
              - engage in other lines of business.

AmeriGas intends to use the proceeds from the sale of the notes
to make a capital contribution to its operating partnership to
reduce its indebtedness under the revolving credit facility
which, as of May 3, 2002, was 40.7 million, and for working
capital and general business purposes of the operating
partnership.  The estimated net proceeds to the Company from
this offering will be $40.7 million after deducting the
underwriting commission and the estimated expenses of the
offering.

Indebtedness under the revolving credit facility was incurred
for working capital and general business purposes of the
operating partnership.  The revolving credit facility permits
the operating partnership to borrow at various prevailing
interest rates, including the base rate, which is defined
as the higher of the federal funds rate plus 0.50% or the bank's
reference rate, or at two-week, one-month, two-month, three-
month or six-month offshore interbank offering rates plus a
margin ranging between 0.50% and 1.75%. The revolving credit
facility expires on September 15, 2002, but AmeriGas may extend
its term for additional one-year periods if the participating
banks consent. The Company intends to renew the facility before
it expires.

As previously reported on May 09, 2002 in Troubled Company
Reporter, Fitch currently rates Amerigas Partners' $40 million
senior notes due 2011 at BB+.


ARCH WIRELESS: Mass. Court Confirms First Amended Joint Plan
------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: ARCHQ), one of the
leading two-way wireless messaging and mobile information
providers in the United States, announced that its First Amended
Joint Plan of Reorganization has been confirmed by the United
States Bankruptcy Court, District of Massachusetts, Western
Division, clearing the way for Arch's exit from Chapter 11.  The
Joint Plan is expected to become effective at the end of May.

Arch Wireless, Inc. and its wholly owned subsidiaries filed
Chapter 11 petitions on December 6, 2001.

"We are pleased to receive the court's confirmation of our of
Joint Plan of Reorganization, a consensual plan that was
approved by the majority of Arch's secured and unsecured
creditors," said C. Edward Baker, Jr., chairman and chief
executive officer.  "We look forward to successfully completing
our financial reorganization and emerging from Chapter 11
proceedings by the end of May."  Baker added:  "We are poised to
exit bankruptcy as a financially healthier company and with an
appropriate capital structure.  We believe this new financial
foundation affords us the opportunity to pursue growth
opportunities in the promising market for two-way wireless
messaging and wireless mobile data as well as enhances our
ability to provide traditional paging services."

Arch said the Joint Plan implements the terms of its previously
announced restructuring agreement with a majority of the
company's secured creditors and reduces Arch's long-term debt to
approximately $300 million.  Under terms of the Joint Plan, Arch
Wireless, Inc. will issue shares of new common stock and Arch
Wireless Holdings, Inc., the operating subsidiary of AWI, will
issue $200 million principal amount of 10% Senior Subordinated
Secured Notes due 2007 and $100 million principal amount of 12%
Subordinated Secured Compounding Notes due 2009 in full
satisfaction, release, discharge and cancellation of all
existing debt obligations and equity securities of Arch and its
subsidiaries.

All shares of existing AWI common stock (OTC Bulletin Board:
ARCHQ) and preferred stock, and all options and other rights to
acquire AWI securities, outstanding on the effective date will
be canceled.  Common and preferred stockholders will receive no
distribution under the terms of the Joint Plan.

AWI expects to issue approximately 20 million shares of new
common stock under the Joint Plan.  Upon the effective date of
the Joint plan, the new common stock will have a new CUSIP
number (039392-60-0) and a new trading symbol (AWIN).  The CUSIP
number of AWHI's 10% Senior Subordinated Secured Notes due 2007
will be 039392-AA-3 and the CUSIP number of AWHI's 12%
Subordinated Secured Compounding Notes due 2009 will be 039392-
AB-1.

Baker said Arch's nationwide business operations have continued
to operate as normal throughout the reorganization process.  
"Nonetheless," he added, "we are most grateful to our customers
and suppliers for their support and understanding during this
period.  We believe the loyalty of our customers is a testament
to the quality of our sales and services operations as well as
the inherent advantages of our robust wireless networks, and we
expect to continue high-quality customer service going forward."  
Baker also acknowledged the commitment of the company's 4,800
employees during the financial reorganization.  "Arch's team
members exhibited extraordinary dedication and patience during
the restructuring process and we thank them for their efforts."

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading two-way wireless messaging and mobile information
company with operations throughout the United States.  The
company offers a full range of wireless messaging services to
business and retail customers nationwide, including paging,
wireless e-mail and messaging and mobile data solutions for the
enterprise.  Arch provides wireless services to customers in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico
and in the Caribbean principally through its nationwide sales
force, as well as through resellers, retailers and other
strategic partners.  Additional information on Arch Wireless is
available on the Internet at http://www.arch.com

Arch Communications Inc.'s 12.75% bonds due 2007 (ARCH07USR1),
with Arch Wireless Inc. as underlying issuer, are trading
between 0 and 0.25, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ARCH07USR1
for real-time bond pricing.


AT HOME CORP: Files Joint Plan of Liquidation in California
-----------------------------------------------------------
On May 1, 2002, At Home Corporation filed with the United States
Bankruptcy Court for the Northern District of California, on
behalf of itself and its wholly-owned subsidiaries, the Debtors'
proposed Joint Plan of Liquidation and the Debtors' proposed
Disclosure Statement For Debtors' Joint Plan of Liquidation.

Under the Proposed Plan, all Senior Claims, including
administrative, priority, priority tax and secured claims, are
unimpaired or will be paid in full. All other assets and
property of the Debtors, as well as all of the Debtors' rights
of action against third parties, are to be split between the two
primary creditor constituencies in the cases: the holders of the
Debtors' subordinated bonds and the Debtors' general unsecured
creditors. Equity interests and interest related claims are
cancelled and receive nothing under the Proposed Plan.

The Proposed Plan furthers and incorporates an agreement between
the Debtors, the official committee appointed to represent the
Bondholders and the official committee appointed to represent
the General Unsecured Creditors for filing and confirming a
consensual plan of liquidation for the Debtors. Pursuant to that
agreement, the Debtors and the Creditors' Committees agreed to
support the consensual plan.

The hearing on the adequacy of the disclosure statement will be
held before the Bankruptcy Court on June 10, 2002 at 10:00 a.m.
Once the disclosure statement is approved, the Debtors will
solicit votes on the Proposed Plan from its creditors entitled
to vote on the Proposed Plan and thereafter seek
confirmation of the Proposed Plan before the Bankruptcy Court.

In addition, the Bankruptcy Court set July 8, 2002 as the last
day to file motions for allowance of administrative claims
arising on or before April 1, 2002.


AVAYA INC: Expands Voice and Data Management Services Business
--------------------------------------------------------------
Avaya Inc. (NYSE: AV) announced the expansion of its worldwide
voice and data management services business to increase the
focus on selling customized life-cycle services for customers
operating or establishing enterprise-class networks.  Planning,
design, implementation and management services are now offered
through a dedicated sales team to help customers simplify the
increasingly complex demands of creating and managing networks,
including Internet Protocol (IP) networks.

The company also introduced the Avaya ExpertNet(SM) VoIP
Assessment Tool, an industry-leading Voice-Over-IP (VoIP) data
collection tool that significantly extends Avaya's network
assessment and IP-readiness capabilities.  Developed in
conjunction with Avaya Labs, the patent-pending ExpertNet tool
can minimize post-installation performance problems of IP
telephony networks by pinpointing potential voice traffic
bottlenecks during the design stage.

"Marketplace demands, driven by economic pressures and emerging
technologies, are constantly requiring businesses to evolve.  
Amid decreasing resources and increasing network complexities,
CIOs and IT managers don't need promises of return on
investment, they need real return on investment today," said Don
Peterson, chairman and chief executive officer, Avaya.  "As a
result, enterprises require best-performing networks that are
scalable, flexible, reliable, secure and always on.  Our
comprehensive services can streamline the management of
heterogeneous, open-standards networks and provide seamless
integration of applications on the path to IP convergence.  CIOs
and IT managers can entrust any level of network operations with
us, freeing them to focus on their own priorities for their
networks and businesses."

The company also announced that its Global Remote Network
Management Services for multi-vendor data networks is now
available to customers around the globe.  With this offer, the
customer's routers, Virtual Private Network gateways, secure-
access devices, Ethernet switches, hubs and data service
units/channel service units within their network are managed by
Avaya. Services provided with this offer include fault
management, configuration management and performance management.

Avaya, through its resources and acquisitions, has almost 20
years of experience in monitoring and managing multi-vendor data
networks.  Avaya supports more than 35 data manufacturers'
products through existing data service contracts, approximately
90 percent of which are multi-vendor contracts.

Avaya's life-cycle services provide enterprises and service
providers with flexible choices -- from professional services to
outsourcing -- in all communications technologies including
converged network solutions, telephony, multi-service network
infrastructure, customer relationship management (CRM), and
unified communications.

"Complex enterprise networks are increasingly services-
intensive. We've created a business model with a dedicated team
of sales professionals around the globe -- in addition to the
company's existing direct-channel sales force -- to be the
customer's direct point of contact for life-cycle services,"
said Michael Dennis, group vice president, Services.  "With the
bench strength of the industry's largest services organizations
and our partner network of systems integrators and value-added
resellers, we're offering to our customers unprecedented choices
for services through the channel of their choice."

The company said that, in addition to the life-cycle services
solutions, it expects this services model to help drive a
swifter, wider adoption of IP telephony in enterprise class
networks.

According to compiled data from IDC, InfoTech and
Gartner/Dataquest, the addressable market for Avaya Services is
forecasted to grow from roughly $51 billion in 2002, to more
than $82 billion in 2005, growing at a compounded annual growth
rate (CAGR) of 18 percent.  The total addressable market for
Avaya is forecasted to be $135 billion in 2002, rising to $223
billion in 2005, growing at a CAGR of 18 percent.  Services
represent about 37 percent of Avaya's market opportunities.

"The transition in the enterprise phone systems industry from a
separate voice network towards LAN-based network operations
creates an absolute necessity for enterprises to work with a
vendor that understands the requirements of delivering quality
voice over their data network," said Joe Gagan, senior analyst,
The Yankee Group.  "Avaya has established its reputation based
on the ability to deliver mission-critical voice solutions to
the Fortune 500.  We believe that enterprises can count on Avaya
to make the smooth transition to quality voice delivery over a
packet network, instead of a circuit-switched network."
    
    ExpertNet Assessment Capabilities Determine VoIP Readiness

Avaya's new ExpertNet tool, part of the company's Network
Assessment/Network Optimization offer, determines the readiness
of a customer's network for VoIP.  The new tool is the first in
a series of new service offers and tools that Avaya plans to
introduce to its service portfolio this year.

The ExpertNet readiness tool has broad automated capabilities  
and can provide VoIP network customers with an overall
assessment that includes precise details for improving voice
Quality of Service (QoS) in converged enterprise networks.

For example, Avaya engineers send simulated VoIP calls over a
network and use the ExpertNet tool to collect data on jitter,
delay and loss that can cause poor voice QoS on the network.  
The information is simultaneously forwarded to a database tool
that analyzes statistics of the synthesized voice traffic along
with data on the utilization and health of each router and
switch in the path of the calls.  Ultimately, this analysis will
help engineers locate potential problems such as voice traffic
bottlenecks and avoid post-installation performance issues on
the VoIP network.

"Avaya has combined the thinking behind several test and
management products and organized them better than I've seen in
any other network assessment tool," said Dr. Phil Hippensteel,
an industry consultant and educator.  "Tools from other vendors
may reveal pieces of congestion-causing indicators on enterprise
networks, but Avaya's ExpertNet ties it all together for a
complete picture of voice-over-IP readiness."

Enterprise customers can now have access to more complete
information to assist them with decisions on VoIP implementation
for successful network operations from the first day of
implementation.  After listening closely to customers'
requirements, Avaya developed the ExpertNet tool to provide the
clearest picture possible of how the network will function
before incurring the time and expense of implementing VoIP.
    
              Avaya Services Capabilities

The Avaya Services team can assess, plan and design voice, IP
Telephony, local area (LAN), wide area (WAN) and virtual private
(VPN) networks or offer CRM and Unified Messaging professional
services.  The team also provides project management expertise
to implement and manage Avaya networks along with multi-vendor
data networks.

Service technicians can provide ongoing remote and on-site
monitoring and maintenance with Avaya's patented EXPERT
Systems(SM) Diagnostic Tools, a set of more than 25 tools that
provide fault monitoring, reporting, resolution and
recommendations for communications infrastructure applications.  
Designed to ensure maximum uptime and communications continuity,
an automated process remotely resolves 96 percent of all alarms
and 88 percent of all troubles.

Avaya Services will continue to provide outsourcing services,
including managing customers' entire networks, allowing
customers to concentrate on the management of their business
instead of their network.

Security tools provide an additional level of confidence and
with intrusion detection, installation security screener and
Avaya's Enhanced Secure Remote Access solution, which allows the
customer to determine the access to particular servers and
routers in their network.

Avaya Services can also "out-task" a specific project for an
enterprise. For example, Avaya Services is playing a key role in
the design, maintenance and management of the communications
networks for the 2002 FIFA World Cup(TM) games.

Avaya Services, with more than 10,000 employees and 26 network
operations centers worldwide, had more than $2 billion in fiscal
2001 revenue and is a critical part of the company's plan to
grow overall revenues.
    
Avaya Inc., headquartered in Basking Ridge, New Jersey, is a
leading global provider of voice and data networks as well as
communications solutions and services that help businesses,
government agencies and other institutions -- including more
than 90 percent of the FORTUNE 500 (R) companies -- excel in
the customer economy.  Avaya offers Customer Relationship
Management Solutions, Unified Communication Solutions, Service
Provider Solutions, MultiService Networking Infrastructure, and
Converged Voice and Data Networks -- including the company's no-
compromise Avaya Enterprise-Class IP Solutions (ECLIPS) -- all
supported by Avaya Services and Avaya Labs.  Avaya is the
worldwide leader in unified messaging, messaging systems, call
centers and structured cabling systems.  It is the U.S. leader
in voice communications systems and services.  Avaya is an
official sponsor for the 2002 FIFA World Cup(TM) games, the FIFA
Women's World Cup 2003 and the 2006 FIFA World Cup(TM)
tournament.  For more information about Avaya, visit its Web
site at http://www.avaya.com    

                         *    *    *

As previously reported in March, Standard & Poor's assigned a
`BB-` rating to Avaya Inc.'s proposed $300 million senior
secured notes due 2009.

The notes are secured by a second priority security interest in
the stock of most of the company's domestic subsidiaries, 65% of
the stock of a foreign subsidiary which holds the company's
foreign intellectual property rights, and substantially all of
the company's domestic non-real property assets. The security
interest in the collateral securing the notes will be
subordinated to the security interest in the collateral securing
the company's obligations to the lenders under its credit
agreement.

The company has about $1.5 billion in debt and capitalized
operating leases outstanding.

At the same time, Standard & Poor's affirmed its other ratings
on Basking Ridge, New Jersey-based Avaya, the leading supplier
of enterprise voice communications equipment. The outlook is
negative.

Ratings continue to reflect the company's good position in the
enterprise voice networking industry, ongoing maintenance
revenues from its large installed base, and the company's
conservative financial practices, as well as industry trends
toward an open, combined voice- and data-communications
architecture.


BCE INC: Appoints John Sheridan as CEO of Bell Canada Unit
----------------------------------------------------------
Michael J. Sabia, President and Chief Executive Officer of BCE
Inc., and Chief Executive Officer of Bell Canada, announced the
following executive appointments. In addition to their current
responsibilities, John W. Sheridan is named Chief Operating
Officer of Bell Canada and Stephen Wetmore is named Executive
Vice-President of BCE.

"These appointments will serve to sharpen our focus on execution
and delivering on our performance commitments," said Mr. Sabia.
"They are initial steps to more integrated planning across all
of BCE to put the customer at the center of everything we do."

John W. Sheridan, 47, is currently President of Bell Canada
responsible for the company's lines of business including Bell
Mobility, Bell Nexxia, Bell ActiMedia and Bell World. As Chief
Operating Officer of Bell he will also assume responsibility for
IS/IT, Technology, and Certen, Bell's joint venture billing
company. Responsibility for operations in Western Canada and the
lead for Bell's relationship with Aliant Telecom will also be
under the Chief Operating Officer, thus making Bell better
positioned for stronger execution coast to coast.

"John is an exceptionally strong operating executive whose focus
on execution and customer service has greatly contributed to
Bell's market-leading performance," said Mr. Sabia. "His
standing in the industry and in the community is an asset to the
company."

Stephen Wetmore, 49, currently Vice-Chair, Corporate, Bell
Canada, is responsible for all corporate centre functions
including marketing, finance, capital management, and regulatory
affairs. As Executive Vice-President of BCE, Mr. Wetmore will
take on broader responsibility for business planning and
performance at BCE. His dual role at BCE and Bell Canada will
better position him to identify areas of closer cooperation and
alignment across all BCE companies.

"Stephen is a highly skilled senior executive with an already
distinguished track record. As Chief Executive Officer of
Aliant, he was instrumental in the creation of the company and
the successful implementation of its integration plan," said Mr.
Sabia. "In his new role at BCE, Stephen will be in a position to
extend a broader market vision to planning and strategy
development across the BCE group of companies."

BCE is Canada's largest communications company. It has 23
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail,
Canada's National Newspaper and Sympatico-Lycos, the leading
Canadian Internet portal. As well, BCE has extensive e-commerce
capabilities provided under the BCE Emergis brand. BCE shares
are listed in Canada, the United States and Europe.

As reported in the April 24, 2002 edition of Troubled Company
Reporter, Bell Canada International Inc.'s December 31, 2001
balance sheet shows that the company has a working capital
deficit of about C$900 million.


BETHLEHEM STEEL: Court to Consider Columbus Purchase on May 29
--------------------------------------------------------------
In compliance with one of the provisions of the Stipulation and
Agreed Order with LTV Steel and Dearborn Leasing Company, the
Debtors, Bethlehem Steel Corporation, Alliance Coatings Company
and Ohio Steel Service Company, LLC, seek the Court's authority
to:

    (1) purchase the interests in Columbus Coatings Company and
        Columbus Processing Company, LLC;

    (2) consummate the settlement with LTV Parties; and

    (3) continue to loan funds to Columbus Coatings Company.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that on April 24, 2002, the Parties filed in LTV's
bankruptcy case pending before Judge Bodoh in Youngstown, Ohio,
a Stipulation that states:

    (a) The LTV Parties -- LTV and Dearborn, shall assume and
        assign to the Debtors all of the LTV Parties' interests
        in Columbus Coatings and Columbus Processing and any and
        all rights, documents, claims or other property related
        to Columbus Coatings and Columbus Processing, including
        without limitation, employee trust funds and the LTV
        Parties' equity interests and capital accounts in
        Columbus Coatings and Columbus Processing, free and
        clear of all claims, liens and encumbrances;

    (b) The Debtors will:

        (1) pay $2,500,000 in cash to the LTV Parties;

        (2) assume all liabilities of the LTV Parties in
            connection with the Modernization Loan; and

        (3) indemnify the LTV Parties for any amounts paid by
            the LTV Parties after the Effective Date to the
            Columbus Coatings Lender in connection with the
            Modernization Loan;

        (4) The LTV Parties and the Debtors must release each
            other from all claims and disputes related to
            Columbus Coatings and Columbus Processing, including
            without limitation, any claims asserted in the
            Current Litigations;

    (c) The Transfer will not be subject to any bidding or
        offers by third parties, and pending the occurrence of
        the Effective Date, the LTV Parties shall not:

        (1) market their interests in Columbus Coatings and
            Columbus Processing to any third party; or

        (2) undertake any steps to transfer any of their
            interests in Columbus Coatings or Columbus
            Processing to any third party;

    (d) The LTV Parties will consummate the Transfer as of the
        Effective Date;

    (e) The Effective Date occurs when all these provisions are
        satisfied:

        (1) authorization by the Debtors' Board of Directors of
            the consummation of the Settlement;

        (2) authorization by this Court of the consummation of
            the Settlement;

        (3) acquiescence of the Columbus Coatings Lender in form
            and substance acceptable to the Debtors to the
            consummation of the Settlement;

        (4) receipt of all necessary governmental and regulatory
            approvals of the Settlement;

        (5) the Transfer is free and clear of all claims, liens
            and encumbrances, except for the interests of the
            Columbus Coatings Lender, on the Transferred
            Property;

        (6) execution of documentation providing that, upon the
            Effective Date, the LTV Parties, Columbus Coatings
            and Columbus Processing and each of their successors
            and assigns shall forever release each other from
            any and all past, present and future, known and
            unknown, liquidated, unliquidated, fixed and
            contingent claims;

        (7) execution of any other documentation reasonably
            acceptable to the LTV Parties and the Debtors to
            effectuate the transfer; and

        (8) payment by the debtors to the LTV Parties of the
            Cash Consideration; and

    (f) The LTV Parties and the Debtors shall undertake their
        best efforts to effectuate the occurrence of the
        Effective Date on or before May 31, 2002.

Mr. Miller reports to Judge Lifland that the Debtors expect that
the two newly-formed, wholly-owned non-debtor direct
subsidiaries of Bethlehem -- Buckeye Coatings Company, LLC and
Buckeye Steel Service Company, LLC -- will purchase the
respective interests of Dearborn and LTV-CP in Columbus Coatings
and Columbus Processing. Since the Buckeye entities will have no
other assets or source of income, the Capital contribution of
Bethlehem shall be the source of funds the Buckeye entities need
to contribute to Columbus Coatings and Columbus Processing under
the Partnership Operating Agreements.

Mr. Miller contends that the motion is supported by Section
363(b)(1) of the Bankruptcy Code because LTV Parties'
liquidation has threatened the Debtors interest in Columbus
Coatings and Columbus Processing by increasing the:

    (a) likelihood that the Columbus Lender might initiate
        proceedings to foreclose on Columbus Coatings;

    (b) uncertainty surrounding the future of Columbus Coatings
        and Columbus Processing; and

    (c) possibility that the LTV Parties will attempt to assume
        and assign their interests in Columbus Coatings and
        Columbus Processing in an undesirable third party
        transaction over the objection or "non-consent" of the
        Debtors.

Mr. Miller adds that the purchase of the LTV Parties' interest
will:

    (a) allow the Debtors to control the future ownership of
        Columbus Coatings and Columbus Processing;

    (b) provide the Debtors the necessary flexibility to realize
        fully the value o their current ownership interests in
        Columbus Coatings and Columbus Processing;

    (c) provide the Debtors with the unfettered flexibility to
        restructure, refinance or otherwise deal with the
        Modernization Loan so as to protect their estates'
        economic interests in Columbus Coatings and Columbus
        Processing; and

    (d) the purchase price is fiscally possible.

Furthermore, Mr. Davis explains that the Debtors still needs to
continue the Lending Funds to Columbus Coatings to prevent:

    (a) the draw of the Letter of Credit by the Columbus
        Coatings Lender;

    (b) the filing of Chapter 11 case; or

    (c) the failure of Columbus Coatings to continue an
        uninterrupted operations due to lack of cash flow.

Mr. Davis states that the fund contribution will be continued
until the consummation of the Settlement and Buckeye Coatings is
established as the new owner of Dearborn's interest. However,
out of abundance of caution, the Debtors ask the Court to
authorize Alliance to continue the loan funds until August 1,
2002.

                        *   *   *

Pursuant to Rule 2002(a)(2) and 9006(c)(1) of the Federal
Bankruptcy Rules of Procedure, the Debtors sought and obtained
Judge Lifland's approval:

    (a) shortening the 20-day notice period;

    (b) that it is sufficient notice of the Motion when the
        Notice is sent by first class mail on or prior to May 9,
        2002 to:

        -- the U.S. Trustee,

        -- the attorneys for the Debtors' pre-petition and post-
           petition lenders,

        -- the attorneys for the statutory creditors' committee,

        -- the attorneys for the LTV Parties,

        -- the attorneys for Columbus Coatings' lender and

        -- all parties-in-interest that have filed a notice of
           appearance in the Debtors' Chapter 11 cases.

    (c) setting the hearing date of the Motion on May 29, 2002;
        and

    (d) setting the objection deadline on May 24, 2002.
        (Bethlehem Bankruptcy News, Issue No. 15; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


BLACK & VEATCH: Fitch Cuts Rating on 1995 Class A Bonds to BB+
--------------------------------------------------------------
The Black & Veatch taxable lease-backed revenue bonds, series
1995, class A and class B are downgraded by Fitch Ratings to
'BB+' from 'BBB-'. The rating downgrades are a result of the
lowering of Fitch's internal credit assessment of Black &
Veatch.

Concurrent with the issuance, the issuer purchased a 273,288
S.F. office building from Black & Veatch Holding Company. The
issuer then leased the building to Overland Property investors
LP (leasehold interest has been since sold to Southland-Overland
Park Delaware Business Trust) which simultaneously subleased the
property to Black & Veatch. The bonds are secured by an
assignment of the lease, sublease, sublease guarantees and
leasehold mortgage to the trustee, a security interest in the
construction fund, mortgage title policies, an assignment of the
construction bonds and an assignment of the agency agreement.
The sublease payments made by Black & Veatch are responsible for
the ultimate repayment of the bonds. Therefore, the ratings on
the bonds depend on Fitch's internal credit assessment of
Black & Veatch.


CANADIAN IMPERIAL: Will Drill Port au Port No. 2 Step Out Well
--------------------------------------------------------------
Canadian Imperial Venture Corp. (TSX: CQV) has permitted the
Port au Port No. 2 step out well at its Garden Hill oil field on
the Port au Port peninsula, western Newfoundland. The Company
originally spudded the well on July 31, 2001. It was drilled,
cased and suspended at 500 meters as part of the Company's
multi-well program at Garden Hill.

As a result of last year's drilling program and recent flow and
pressure testing of Port au Port No. 1, further refinements of
the geological model have been made for the prospective
inversion fairway, which the Company now holds under Lease. This
model, while unique in itself, incorporates elements from the
giant, fracture controlled Albion-Scipio fields in Michigan,
karsting and multi-stage dolomolization as seen in the
Ellenberger Formation of West Texas and the hydrothermal
dolomite reservoir of the Ladyfern field of North-eastern
British Columbia. Based on these analogous plays, the Garden
Hill play has the potential to result in world-class
accumulations of petroleum.

Port au Port No. 2 will be drilled to test the middle Ordovician
Aqathuna dolomite reservoir to a seismically mapped structurally
higher target approximately 300 meters NNE of Port au Port No.
1. At this location, the Company anticipates improved reservoir
quality within the oil leg tested in Port au Port No. 1.
Projected total drilled depth for Port au Port No. 2 is
3,650 meters.

The date for re-entry and drilling will be released shortly.

Canadian Imperial Venture Corp. (TSX: CQV) is an independent
Newfoundland-based energy company.

                         *   *   *

As previously reported, Canadian Imperial Venture Corp. has
recently closed its debt restructuring agreement. This closing
effectively changes the status of the participating creditors
from unsecured to secured. In accordance with the terms of the
debt restructure agreement, it is still possible for creditors
who have not yet ratified the agreement to send in creditor
ratifications subject to those ratifications being received no
later than May 31, 2002. Creditors are encouraged to contact the
Company directly in this regard.


CAPITAL CONSULTANTS: Wilshire to Buy Unit's Shares From Receiver
----------------------------------------------------------------
Wilshire Financial Services Group Inc. (OTCBB:WFSG) announced
the signing of an agreement to settle its litigation arising
from the financial collapse of Capital Consultants LLC, and to
enter into a related agreement for WFSG's purchase of the
minority interest in the Company's subsidiary, Wilshire Credit
Corporation held by the Capital Consultants receiver.

The executed agreement and the form of purchase agreement have
been filed with the Securities and Exchange Commission as
Exhibit 99.1 to the Company's Form 8-K filing of May 13, 2002.

The executed settlement agreement is subject to approval by the
Federal District Court, the issuance by the Court of a Claims
Bar Order and Injunction and, among other items, payment by the
Company and other parties in full settlement of the claims. The
completion of the settlement remains subject to various
conditions. The execution of the settlement agreement does not
affect WFSG's complete denial of all such claims.

Under the settlement agreement the claimants release the Company
and all of its subsidiaries, as well as their present and former
officers and directors, from all liability. The settlement
agreement also includes provisions which protect the Company in
any future legal proceedings which the claimants may pursue
against other parties.

The principal terms of the settlement provide that the Company,
certain other parties and their respective insurers, will pay to
the claimants $29.5 million plus a share of the proceeds of a
sale of real property. A portion of these funds will be held in
trust to protect the Company and other parties against potential
residual claims which might arise from claimants' actions
against other non-settling parties.

In addition, the Company will purchase from the Capital
Consultants' receiver a 49.99% equity interest in the Company's
majority-owned subsidiary, Wilshire Credit Corporation, for
$10.5 million. Upon completion of this purchase, Wilshire Credit
Corporation will become a wholly-owned subsidiary of WFSG. The
liquidation bond associated with this minority interest, which
would have entitled the receiver to a $19.3 million preference
upon liquidation of Wilshire Credit Corporation and the right to
convert such interest into the Company's common stock, will be
terminated.

The Company's cash cost of the settlement and stock acquisition
will total approximately $15 million plus a share of the
proceeds from the above-described sale of real property. The
Company will accrue a Q1 2002 pre-tax expense of approximately
$3.6 million in connection with the settlement and related
minority interest acquisition. The settlement is expected to
eliminate most of the Company's future costs arising from the
financial collapse of Capital Consultants LLC. Any continuing
expenses associated with implementing the settlement and the
indemnification of former officers should not have a material
impact on the Company's financial condition or results of
operations.

"The settlement positively resolves the last major obstacle
arising from the Company's operations prior to its 1999
reorganization, eliminates substantial ongoing legal costs and
management distraction, and enables our employees at every level
to focus solely on building our business," said Stephen P.
Glennon, CEO of Wilshire Financial Services Group Inc.

"The settlement represents a positive outcome for the Company
and its shareholders due primarily to the extraordinary
dedication of our senior officers and directors and their belief
in the future of WFSG," said Larry B. Faigin, Chairman of
Wilshire Financial Services Group Inc.

For more information regarding the settlement, please see the
Company's May 13, 2002 SEC 8-K filing and related exhibits.


CHAPARRAL RESOURCES: Completes Debt Workout with Shell Capital
--------------------------------------------------------------
Chaparral Resources, Inc. (OTC Bulletin Board: CHAR) And Central
Asian Industrial Holdings N.V. have completed the previously
disclosed restructuring of the Company.  The restructuring
included a total equity and debt capital infusion of $45 million
into the Company and Closed Joint Stock Company Karakudukmunai.  
As part of the transaction, the Company repaid a substantial
portion of its outstanding loan with Shell Capital Inc., CAIH
assumed and restructured the remaining balance of the Shell
Capital Loan, and all related legal proceedings were
discontinued.

CAIH invested $12 million directly into the Company, consisting
of an $8.0 million equity contribution in exchange for
22,925,701 shares of the Company's common stock, which
represents 60% of the outstanding shares of the Company, and a
$4.0 million three year note bearing interest at 12% per annum.
CAIH also received a warrant to purchase 3,076,923 shares of the
Company's common stock at an exercise price of $1.30 per share.  
As part of the restructuring, a local Kazakh bank provided a
total credit facility of $33 million to KKM at an annual
interest rate of 14% repayable in five years, consisting of $28
million that was used to repay a portion of the Shell Capital
Loan and $5 million to be used for working capital.  The Company
paid CAIH $1.788 million as a restructuring fee for the KKM
Credit Facility.

In conjunction with the closing of the restructuring
transaction:

    (i) the remaining $11 million balance of the Shell Capital
        Loan was written down to $2.45 million and restructured
        to reflect a 14% interest rate,

   (ii) the existing Shell Capital warrant for 1,785,455 shares
        of the Company's common stock was canceled,

  (iii) the Shell Capital 40% net profits interest in KKM was
        reacquired for a nominal amount by Central Asian
        Petroleum (Guernsey) Limited and canceled;

   (iv) the Company acquired an additional 10% interest in KKM
        from Dardana Limited for $1.2 million and 1 million
        shares of the Company's common stock; and

    (v) the Company redeemed the 50,000 shares of its
        outstanding Series A Preferred Stock held by an
        unrelated party for $2.3 million.  

All other agreements with Shell Capital or its affiliates have
been terminated, including KKM's crude oil sales agreement with
Shell Trading International Limited and the technical services
agreement with Shell Global Solutions.  In addition, the
Company's OPIC political risk insurance and transportation risk
insurance policies have been canceled.

Shell Capital Services Limited, as the facility agent for Shell
Capital, has discontinued all legal proceedings against the
Company in the United Kingdom and against CAP-G in the Isle
Guernsey and all parties to the Shell Capital Loan have mutually
released each other from future liability.  All outstanding
defaults under the Shell Capital Loan, which have previously
been disclosed, were waived by CAIH upon the completion of this
transaction.

CAIH, a private investment holding company, is a significant
investor in the Kazakh oil sector with stakes of 30% in
Hurricane Hydrocarbons Ltd. and 35% in Nelson Resources Ltd.  
Chaparral Resources, Inc. is an international oil and gas
exploration and production company.  Chaparral participates in
the development of the Karakuduk Field through KKM, of which
Chaparral is the operator.  Chaparral owns a 60% beneficial
ownership interest in KKM with the other 40% ownership interest
being held by Joint Stock Company KazakhOil, the government-
owned oil company.


CLARION TECH: Annual Shareholders' Meeting Set for June 25, 2002
----------------------------------------------------------------
The annual meeting of the stockholders of Clarion Technologies,
Inc., will be held at the Greenville Area Community Center, 900
E. Kent Road, Greenville, Michigan 48838, on June 25, 2002, at
9:00 a.m., local time, for the following purposes:

     1.  To elect five directors, each for a term of one year.

     2.  To consider and vote upon a proposal to amend the
         Company's Certificate of Incorporation to increase the
         authorized common stock from 60,000,000 shares to
         100,000,000 shares, each share with a par value of
         $0.001.  

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

Stockholders of record at the close of business on April 29,
2002, will be entitled to vote at the meeting and at any
adjournments or postponements thereof.

Clarion Technologies, Inc. operates five manufacturing
facilities with a total of approximately 600,000 square feet
located in Michigan, Ohio and South Carolina. Clarion's
manufacturing operations include approximately 155 injection
molding machines ranging in size from 50 to 5000 tons of
clamping force. At September 30, 2001, the company had a total
shareholders' equity deficit of close to $26 million.


DARLING INT'L: Closes Equity-for-Debt Swap Under Recap. Plan
------------------------------------------------------------
Darling International Inc. (Amex: DAR) reported sales and
earnings for its 2002 fiscal first quarter ended March 30, 2002
as compared to the same period of the prior year.

For the 2002 first quarter, the Company reported net income of
$0.6 million as compared to a net loss of $1.1 million for the
2001 first quarter.  This reversed a trend of sixteen
consecutive quarters of net losses.  The 2002 net income was
reduced by $2.8 million due to non-recurring forbearance fees
and interest on debt which was converted into common stock
effective with the recapitalization of the Company as approved
by the shareholders on May 10, 2002.  Partially offsetting this
was a reduction in depreciation and amortization of $2.4 million
to $4.4 million as compared to $6.8 million for the first
quarter of 2001.  This reduction resulted from various assets
becoming fully depreciated during fiscal 2001 whose carrying
values were increased when the Company adopted Fresh Start
Accounting in 1994.

For the 2002 first quarter, a decline in net sales of $1.9
million to $61.7 million as compared to $63.6 million for the
2001 first quarter was offset by a decline in cost of sales and
operating expenses of $1.9 million to $46.4 million for the 2002
first quarter as compared to $48.3 million for the 2001 first
quarter.  The decline in sales was primarily due to a decline in
finished goods prices of products sold by the Company and a
decrease in raw material processed.  The reduction in operating
expenses was primarily due to a reduction in energy cost.  For
the 2002 first quarter, operating income increased $2.2 million
to $3.7 million as compared to $1.5 million for the 2001 first
quarter.

Darling International Inc. is a publicly traded recycling
company which is listed on the American Stock Exchange under the
symbol DAR.  The Company recycles used restaurant cooking oil
and by-products from the beef, pork and poultry processing
industries into useable products such as tallow, feed-grade fats
and meat and bone meal.  These products are primarily sold to
animal feed and oleo-chemical manufacturers around the world.


DELPHI FINANCIAL: S&P Assigns BB Rating to $250MM Amended Shelf
---------------------------------------------------------------
Standard & Poor's said it assigned preliminary triple-'B' senior
unsecured debt, triple-'B'-minus subordinated debt, and double-
'B'-plus preferred stock ratings to Delphi Financial Group
Inc.'s (DFG) $250 million amended shelf registration based on
Delphi's financial leverage and fixed-charge coverage.

Delphi, which had consolidated assets of $3.3 billion as of
December 31, 2001, maintains a strong business position in the
excess workers' compensation market, supplemented by a good
business position in the group life and disability market
through its operating subsidiaries. In addition, the insurance
operations maintain strong capitalization and strong earnings.

Delphi's financial leverage (consolidated debt plus preferred
stock to total capital) was 21% as of December 31, 2001, with
fixed-charge coverage of 5.4 times. Including prospective
issuance of securities from this shelf, financial leverage is
expected to remain less than 25%, and fixed-charge coverage is
expected to remain above 5x.

The outlook on Delphi is negative because operating earnings
fell below Standard & Poor's expectations for 2001 with respect
to adverse claims activity at Safety National Casualty Corp.
Safety National's earnings prior to the last quarter of 2001,
when several unusually large claims and related reserve
increases occurred, were very strong. First-quarter 2002
operating results were very strong, with no unusual claims
activity reported.


DOMINIX INC: Diversified Capital Discloses 63.134% Equity Stake
---------------------------------------------------------------
Diversified Capital Holdings, LLC, and Steven A. Horowitz
beneficially own, with shared voting and dispositive powers,
33,833,300 shares of the common stock of Dominix, Inc.  The
total amount beneficially owned is 135,333,300 such shares,
which represents 63.134% of the outstanding common stock of the
Company.  Of this aggregate amount held Diversified holds sole
powers of voting and disposition of the stock over 101,500,000
shares.

Dominix, Inc. is a Delaware corporation, which completed its re-
incorporation in August 2000. Prior to August 2000, it was a
Colorado corporation whose name was Medical Management Systems,
Inc. In May and June 2000 the Company conducted an Exchange
Offer wherein it acquired over 99% of the stock of
Bookdigital.com, Inc., which operates several web sites that
make books, primarily reference books, e-education, legal
materials, and educational materials available for free and to
paid subscribers.  

On January 2001, the Company acquired International Controllers,
Inc., a privately held Delaware corporation in an exchange of
stock transaction  with its principal.  ICON is a
telecommunication technology and marketing company that builds  
telecommunication portals focusing on ethnic communities which
the company calls eClubs(TM).  The Company has focused its
activities on its telecommunication strengths by concentrating
on the eClubs telecommunication business model.  

On May 2001, the board of directors approved a Company name
change to eClubsworldwide to more accurately reflect the
business.  The Company has not yet filed the necessary papers to
the State of Delaware, NASD and the SEC to formally affect the
change in name of the company but intends to do so in the
future.  On July 2001,  the Company expanded its  business by
entering the out-sourced call center business with a  marketing
and network management agreement with a leading Call Center in
the Philippines.

At September 30, 2001, Dominix Inc.'s balance sheet showed a
working capital deficit of about $3.8 million.


E.SPIRE COMMUNICATIONS: Accepting Bids for Assets Until Friday
--------------------------------------------------------------
                  UNITED STATES BANKRUPTCY COURT
                      DISTRICT OF DELAWARE

IN RE:                               )    CHAPTER 11
E.SPIRE COMMUNICATION, INC., ET AL., )    CASE NO. 01-974 (RAB)
                 DEBTORS.            )    JOINTLY ADMINISTERED

            NOTICE OF BIDDING PROCEDURES AND SALE

   PLEASE TAKE NOTICE THAT: e.spire Communications, Inc. and its
subsidiaries and affiliates, debtors and debtors-in-possession
in the above-captioned case filed voluntary petitions on March
22, 2001 for relief commencing cases under chapter 11 of title
11 of the United States Code, 11 U.S.C Secs. 101 et seq. as
amended, in the United States Bankruptcy court for the District
of Delaware.  The Debtors are builders, operators and owners of
metropolitan fiber-optic networks.  The debtors provide advanced
telecommunications products and services, including bandwidth,
to corporations, carriers, Internet service providers,
application services providers and storage network providers.

   PLEASE TAKE FURTHER NOTICE THAT:  The Board of Directors of
e.spire is seeking to dispose of all of the Debtors' assets
pursuant to an auction procedure approved by the Court.  The
bidding procedures outlined below describe the process by which
the Board will entertain formal proposals to purchase such
assets.

   Timing of Bids.  The Board requires that proposals be
submitted no later than 4:00 p.m. Eastern Time on Friday, May
17, 2002.  Bids should be addressed to the Board and be
delivered by hand delivery, overnight mail or facsimile
transmission to Juliette Pryor, Esq., Senior vice President and
General counsel of e.spire:  12975 Worldgate Drive, Herndon, VA
20170, fax number (703) 639-6035, with a copy to Debtors'
counsel:  Saul Ewing LLP, 222 Delaware Avenue, 12th Floor,
Wilmington, DE 19801, Attention:  Domenic E. Paciti, Esquire,
fax number (302) 421-5881.

   Content of Bids.  Bids should be in writing and contain, at a
minimum, the following information:  (1) identification of the
assets, subsidiaries and/or businesses to which the acquisition
proposal relates; (2) specification of the form and amount of
consideration proposed to be paid; (3) a detailed description of
the sources(s) of financing, and any conditions associated with
the consummation of financing arrangements; (4) identification
of corporate, shareholder or regulatory approvals; (5)
identification of any other major conditions to closed (it
should be noted that all due diligence will need to be completed
prior to the submission of Bids); (6) identification of any
unusual provisions that would be required in the acquisition
agreement, and (7) a good faith deposit in the form of a
certified check or wire transfer in the amount of ten percent of
the amount of such bid.

   Requests for Sale Documents.  The Debtors will furnish each
prospective purchaser who so requests a form of Asset Purchase
Agreement together with a related disclosure schedule and form
of Sale Order.  In addition to the information set forth above,
prospective purchasers should indicate any and all changes which
they require to the form of Asset Purchase Agreement and form of
Sale Order and state that they are prepared to execute the Asset
Purchase Agreement in the form submitted by them.  Requests may
be directed to Juliette Pryor, Esq., Senior Vice President and
General Counsel of e.spire at 12975 Worldgate Drive, Herndon, VA
20170, fax number (703) 639-6035.

   Auction and Sale Hearing.  If, by the bidding Deadline, the
Board has received more than one Bid, after consultation with
the DIP Lenders, Pre-Petition Lenders and Committee, the Board
may invite each person submitting such a Bid to participate in
an auction at the offices of Saul Ewing LLP, 222 Delaware
Avenue, 12th Floor, Wilmington, Delaware, on May 20, 2002 at
10:00 a.m. Eastern time.  At the Auction each Qualified Bidder
will have the opportunity to examine the proposal submitted by
each other Qualified Bidder and to revise its Bid one or more
times.  At the conclusion of the Auction, the Board, in
consultation with the DIP Lenders, Prepetition Lenders and
Committee, shall select the highest and best proposal (which
need not represent the highest gross purchase price but may
reflect the Board's good faith assessment of certainty of
closing, value of consideration or other factors) and submit
such proposal for approval by the Court at a hearing to be held
before the Honorable Ronald A. Barliant, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the
District of Delaware, 844 King Street, courtroom 2B, Wilmington,
Delaware, 19801 on May 23, 2002 at 1:30 p.m. Eastern time, or
such other date that the Court may determine.  Subject to
compliance with any regulatory approvals, e.spire contemplates
the closing of the transaction shortly thereafter.

   Costs and Expenses.  Each bidder will bear all costs of its
own investigation and evaluation of e.spire, including the fees
and disbursements of its own counsel and advisors.  The fees and
disbursements of experts or advisors retained by the Board of
e.spire will be borne by e.spire.  Except as indicated above, no
finders' fees, brokers' fees or commissions will be paid by the
Board in connection with any transaction which may result.

                      Dated:  April 24, 2002
                              Wilmington, Delaware

                              SAUL EWING LLP

                              /s/ Domenic E. Paciti
                              -------------------------------
                              Norman L. Pernick (No 2290)
                              Domenic E. Paciti (No 3989)
                              222 Delaware Avenue, Suite 1200
                              PO Box 1266
                              Wilmington, DE 19899-1266
                              (302) 421-6800
                              (302)421-5881 (FAX)

                              Jeffrey C. Hampton
                              Centre Square West
                              1500 Market Street, 38th Floor
                              Philadelphia, PA 19102
                              (215)972-7777
                              (215)972-1848 (FAX)


ENRON CORP: FBTC Leasing Seeks Adequate Protection of Payments
--------------------------------------------------------------
FBTC Leasing Corporation and Enron Corporation are parties to an
Amended and Restated Master Lease and Security Agreement dated
July 31, 1998.  In the Agreement, FBTC has a security interest
over operational software that is critical to the business
operations of the Debtors.  Under the Lease, the Debtors owe
FBTC approximately $43,750,000.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that two Debtor subsidiaries are now using the
software.  Since the Debtors are in default on its payment
obligations under the Lease, Mr. Phelan contends that the
Debtors are prohibited from transferring any of the Software to
third parties or allowing third parties to use the Software
without remuneration. FBTC in return is entitled to a portion of
any remuneration the Debtors receive for the Software.

Accordingly, Mr. Phelan argues that FBTC should be entitled to
adequate protection of its interest in the software pursuant to
Section 363(e) of the Bankruptcy Code. If the Debtors sell its
businesses and the Software to third parties, the Debtors should
be appropriately compensated for use of the Software, with its
value rapidly declining, until the FBTC obligation is paid in
full.

As adequate protection, FBTC requests from the Court to compel
the Debtors to pay FBTC:

  (a) all post-petition amounts currently due under the Lease;

  (b) all future amounts due under the Lease as they become
      due and payable; and

  (c) any additional amounts necessary to maintain the value
      of the Software, including, but not limited to all
      compensation received by the Debtors.

Furthermore, FBTC also asks the Court that:

  (1) for each transfer of assets of the Debtors, including any
      transfer of a member of the Enron Group, the Court should
      require the Debtors to inform FBTC whether any portion of
      the Software is being transferred to the purchaser and or
      is being used by the purchaser, so that the Court may
      order that FBTC's lien attaches to the compensation
      attributable to the software;

  (2) if any member of the Debtors is using the Software for
      the benefit of third parties, appropriate compensation
      should be paid by such third parties for such benefit;

  (3) if any transfer does not have a fair compensation to the
      Debtors, the Debtors should be prohibited from making the
      transfer until compensation is received by the Debtors
      for the Software and that compensation is paid to FBTC;

  (4) all members of the Enron Group and all third parties
      using the Software should pay a fair compensation to the
      Debtors for the use of the Software and that compensation
      should be paid to FBTC; and

  (5) if the Lease does not constitute a security arrangement,
      compel the Debtors to assume or reject the Lease
      immediately pursuant to Section 365(d)(2) of the
      Bankruptcy Code. (Enron Bankruptcy News, Issue No. 26;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORPORATION: Judge Gonzalez Appoints Fee Review Committee
---------------------------------------------------------------
Judge Gonzalez appoints a Fee Committee in Enron Corporation's
chapter 11 cases to be comprised of a chairperson appointed by
the Court and representatives appointed by each of the Debtors,
the Creditors' Committee, the Employee Committee and the Office
of the United States Trustee.

"Except the Chairperson, each member of the Fee Committee will
serve without compensation but they will be entitled to
reimbursement of their expenses in connection with services
provided to the Fee Committee," Judge Gonzalez rules.

The Court authorizes and directs the Fee Committee to:

  -- review and analyze interim and final fee applications filed
     by Court-approved professionals in accordance with the
     Procedures Order,

  -- monitor whether each Professional develops agreed budgets
     with its client subject to the uncertainties encountered in
     large complex cases such as these,

  -- implement reasonable procedures for efficiently reporting
     and applying for fees, and

  -- file advisory reports.

Joseph Patchan, former United States Bankruptcy Judge, Director
of the Executive Office for the United States Trustees, and
practitioner, is appointed to serve as Chairperson of the Fee
Committee, nunc pro tunc to April 3, 2002.

The Court also authorizes the Fee Committee to employ, nunc pro
tunc to April 3, 2002, John Silas Hopkins, III, as the
applications analyst to assist the Fee Committee in the review
and analysis of the Applications and the Budgets, and to provide
such other services as the Fee Committee deems appropriate.

The hourly rates of Mr. Patchan and Mr. Hopkins are $300 and
$250, respectively.  Both of them are also entitled to
reimbursement of out-of-pocket expenses.

The Court further makes these rulings:

  -- The Fee Committee and the Applications Analyst will serve
     as officers of the Court and are protected by the maximum
     immunity to civil actions allowed by law for all acts taken
     or omitted in the carrying out of their duties and powers
     on the Fee Committee. No person or entity will attempt to
     commence an action against the Fee Committee or the
     Applications Analyst, except in this Court. The Fee
     Committee and the Applications Analyst are indemnified by
     the Debtors' estates for losses and costs of defense for
     all acts taken or omitted in the carrying out of their
     duties and powers on the Fee Committee. Any and all claims
     not attempted to be brought against the Fee Committee or
     the Applications Analyst on or before the 10th day after
     entry of the order determining the last Application in
     these cases will be barred forever and discharged, and all
     persons and entities will be enjoined from prosecuting
     the claims in any manner thereafter.

  -- The Fee Committee, on behalf of the Chairperson and the
     Applications Analyst, must file monthly fee statements and
     Applications for the payment of fees and the reimbursement
     of expenses in accordance with the terms and provisions of
     the Procedures Order, and any party in interest may object
     to the allowance and reimbursement thereof. Members of the
     Fee Committee who are members of statutory committees are
     entitled to reimbursement of disbursements through
     applications made by them as statutory committee members.

  -- The Fee Committee must establish reasonable procedures for
     Professionals preparing a budget from time to time. Each
     Budget must set forth in reasonable detail the services
     anticipated to be provided, the principal persons or levels
     of persons (attorneys and paraprofessionals) who will
     provide the services, and the approximate fees to be
     incurred in connection with the rendition thereof. Such
     services will be allocated among the respective Debtors
     and detailed by task codes established by the Debtors
     subject to the Fee Committee's concurrence. Each budget
     must affirmatively state that the Professional's client
     has reviewed the Budget with the Professional and approved
     it.  Each Application filed by a Professional must utilize
     the same categorization and task codes. In order to protect
     any litigation strategy, the Budget will be submitted on a
     confidential basis. The confidentiality of any Budget,
     unless otherwise ordered by the Court, does not limit the
     Fee Committee's ability to reference all or part of the
     Budget in its Advisory Report.

  -- It must be understood that all Budgets are based on
     certain assumptions and are incapable of predicting the
     volume or course of litigation and other matters that may
     render the actual fees accrued different from the budgeted
     amounts. When each Professional files its Applications, the
     Professional must provide the Fee Committee with an
     explanation of the major reasons for differences between
     its budgeted fees for a given month and its actual accrued
     fees.  Upon the submission by a Professional of a monthly
     statement or an Application in accordance with the
     provisions of the Procedures Order, the Fee Committee will
     discuss with the Professional any variances in the fees
     actually incurred versus those projected to be incurred as
     set forth in the Budgets. With respect to any over budget
     variance of 10% or more, or any other variance designated
     by the Fee Committee, each Advisory Report must provide
     the identity of such budget variance, an explanation of
     such variance and a recommendation regarding the allowance
     of all or part of the variance. Such act will not be
     considered a breach of the confidentiality of any budget.
     However, nothing will limit any Professional's right to
     seek authorization form the Court for the continued
     confidentiality of any Budget, or part thereof, or the
     explanation of any variance.

  -- The Fee Committee must advise all Professionals in advance
     as to how it will assess the reasonableness of each
     Application and may request reasonable information to be
     furnished in each Application in formats preferred by the
     Fee Committee. In addition to the requirements set forth in
     the Procedures Order, each Application and monthly
     statement must be submitted to the Fee Committee in
     electronic and hard copy form, as requested by each member
     of the Fee Committee and the Applications Analyst.

  -- The Fee Committee will analyze each Application,
     emphasizing the reasonableness of fees in light of the
     tasks performed and the Professional's and its client's
     duties and responsibilities, and prepare an advisory report
     for the Court setting forth its issues and recommendations
     with regard to the fees and expenses set forth in the
     Professional's Application.  Each Advisory Report will be
     filed with the Court at least 15 days prior to any hearing
     to consider Applications. The Advisory Report must contain
     recommendations only, and will not in any way be binding
     upon the Court or any Professional. At least three business
     days before the hearing, each Professional must file with
     the Court and submit to the Fee Committee, transmit to the
     United States Trustee, and serve on each statutory
     committee and the Debtors a brief statement of the reasons
     why it believes the Advisory Report's recommendations
     should or should not be followed by the Court.

  -- At least 15 days prior to the filing of the Advisory
     Report, the Fee Committee must provide for review, to each
     Professional filing an Application, a copy of that portion
     of the preliminary draft of the Advisory Report with regard
     to such Professional's respective Application. The Fee
     Committee and such Professional will attempt to reach a
     resolution the Fee Committee can recommend to the Court of
     any issues raised by the Fee Committee and the Advisory
     Report filed will set forth the recommended resolutions
     and the issues that remain outstanding as of the date of
     filing with the Court. The Advisory Report will not
     prejudice the rights of the Debtors, the Creditors'
     Committee, the Employee Committee, the Office of the United
     States Trustee, or any Professional to file an objection or
     statement taking any position with regard to any
     Application.

  -- On or before May 11, 2002, each Professional must provide
     the Fee Committee with hard copies of its retention order
     and each fee statement it has furnished the Debtors through
     April 26, 2002.

  -- The Procedures Order is modified to provide that initial
     Applications relating to the period from December 2, 2001
     up to and including March 31, 2002 will be filed on or
     before May 23, 2002. Subsequent quarterly Applications
     must be filed on or before the first business day that is
     45 days following the conclusion of such quarterly period.

  -- Upon the filing of Applications, the Debtors will
     establish a date to consider all Applications then pending
     (taking into account the need for the Fee Committee to have
     adequate time to review all Applications and discuss and
     resolve all preliminary recommendations with each
     Professional) and file an omnibus notice setting forth the
     name of each applicant seeking compensation or the
     reimbursement of expenses, the period covered by such
     Application, and the amount of compensation and expenses
     sought to be paid or reimbursed. (Enron Bankruptcy News,
     Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRON2) are trading at
about 12.5, DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2


EXIDE TECHNOLOGIES: Proposes Uniform Reclamation Claim Protocol
---------------------------------------------------------------
According to James E. O'Neil, Esq., at Pachulski Stang Ziehl
Young & Jones P.C. in Wilmington, Delaware, Exide Technologies
and its debtor-affiliates operate a large and diversified
manufacturing and distribution business. In the ordinary course
of business, the Debtors purchase a substantial volume of raw
materials and components from third party vendors. The Debtors
anticipate that the commencement of the Chapter 11 Cases will
result in many vendors making reclamation demands under
applicable law. In the absence of approved procedures for the
reconciliation and treatment of such demands, numerous
reclamation demands could adversely affect the Debtors'
operations in the critical period immediately after the Petition
Date.

The Debtors propose the following procedures for processing and
treatment of reclamation claims:

A. Any vendor asserting a claim for reclamation must satisfy all
   requirements entitling it to have a right of reclamation
   under applicable state law and Bankruptcy Code Section
   546(c)(1);

B. After receipt of all reclamation demands and an opportunity
   to review such demands, the Debtors will file a Notice, and
   serve the Reclamation Notice on parties in interest, listing
   those reclamation claims and amounts, if any, which it deems
   to be valid pursuant to the Order requested herein;

C. Absent further order of the Court, the Reclamation Notice
   Must be filed by the Debtors within 90 days of the Court's
   ruling upon this Motion;

D. If the Debtors fail to file the Reclamation Notice within the
   required period of time, any holder of a reclamation claim
   may bring a motion on its own behalf, but may not bring such
   a motion earlier than 90 days after the Court's ruling on
   this Motion;

E. All parties in interest have the right and opportunity
   to object to the inclusion or omission of any asserted
   reclamation claim in the Reclamation Notice as set forth
   therein;

F. Any reclamation claim that is included in the Reclamation
   Notice and is not the subject of an objection within 20 days
   after service, will be deemed a valid reclamation claim
   allowed by the Court; and

G. All valid reclamation claims pursuant to the above-described
   procedure will be deemed administrative expenses of the
   Debtors' estates, subject to the requirements of applicable
   law.

Given the high volume of inventory and raw materials (such as
lead and other metals, acid, separators, connectors, vent caps,
handles, labels, plastic cases, resin and color, motorcycle
batteries, spiral cell batteries and cartons) received daily by
the Debtors, the Debtors anticipate that a number of vendors may
assert reclamation claims against the Debtors.  They may also
otherwise interfere with the sale of goods delivered to the
Debtors after receiving notice of the commencement of these
Chapter 11 Cases. Mr. O'Neill contends that these goods are
essential to the Debtors.  The Debtors' business will be
severely disrupted if vendors are allowed to seek to exercise
their right to reclaim goods without a uniform procedure that is
fair to all parties.

Mr. O'Neill tells the Court that it may not be feasible for the
Debtors to return shipments to vendors in response to
reclamation notices. Furthermore, absent the establishment of an
orderly reclamation process, the Debtors' management would be
diverted from important operational issues in order to deal with
reclamation claimants. The Debtors are focusing on the effective
reorganization of their businesses in order to maximize the
value of their estates for the benefit of their creditors. The
Debtors' management cannot be continually distracted if it is to
achieve a positive result.

Moreover, given the existence of liens in favor of the Pre-
petition Lenders on substantially all of the assets of the
Debtors, Mr. O'Neill states that there may be no valid
reclamation claims under applicable state law. Thus, expending
resources at this early stage to litigate reclamation claims
would be a waste of valuable estate resources.

Because it may be beneficial in some circumstances for the
Debtors to honor a reclamation demand, the Debtors request that
the Court authorize the Debtors, in their sole discretion, to
make available goods for pick-up by any reclaiming seller:

A. who timely demands in writing reclamation of goods pursuant
   to Section 546(c)(i) of the Bankruptcy Code and Section 2-702
   of the UCC,

B. whose goods the Debtors have accepted for delivery, and

C. who properly identifies the goods to be reclaimed.

As to all other vendors, the Debtors request the Court to enjoin
the reclamation claimants and others from seeking to reclaim, or
interfering with the delivery of goods. Mr. O'Neill submits that
such relief will facilitate uninterrupted operations of the
Debtors' nationwide business. The Debtors believe that the
relief requested herein will substantially aid the successful
reorganization of all of the Debtors' businesses. (Exide
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

  
EXODUS COMMS: Committee Taps PricewaterhouseCoopers as Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors to Exodus
Communications, Inc., moves the Court To authorize the
employment and retention of the accounting and consulting firm
of PricewaterhouseCoopers LLP as its financial advisors.

The Committee is familiar with the professional standing and
reputation of PwC. The Committee understands that PwC has a
wealth of experience in providing accounting, tax and financial
advisory services in restructurings and reorganizations.  PwC
enjoys an excellent reputation for services it has rendered in
large and complex Chapter 11 cases on behalf of debtors and
creditors throughout the United States.

The services of PwC are deemed necessary to enable the Committee
to assess and monitor the efforts of the Debtors and their
professional advisors to maximize the value of their estates and
to reorganize successfully. Further, PwC is well qualified and
able to represent the Committee in a cost-effective, efficient
and timely manner.

Mark Spragg, a Partner at the firm of PwC, relates that the firm
will provide such consulting and advisory services as PwC and
the Committee, including its legal advisor, deem appropriate and
feasible.  These services are:

A. Assistance to the Committee in the review of financial
   related disclosures required by the Court, including the
   Schedules of Assets and Liabilities, the Statement of
   Financial Affairs and Monthly Operating Reports;

B. Assistance in analyzing the business, operations, network,
   properties, and financial condition of the Debtors, as
   requested;

C. Assistance with a review of the Debtors' short-term cash
   management procedures;

D. Assistance with a review of the Debtors' proposed key
   employee retention and other critical employee benefit
   programs;

E. Assistance in the analysis of creditor claims by type and
   entity, as requested;

F. Assistance and advice to the Committee with respect to the
   Debtors' identification of core business assets and the
   disposition of assets or liquidation of unprofitable
   operations;

G. Assistance with a review of the Debtors' performance of
   cost/benefit evaluations with respect to the affirmation or
   rejection of various executory contracts and leases;

H. Assistance regarding the valuation of the present level of
   operations and identification of areas of potential cost
   savings, including overhead and operating expense reductions
   and efficiency improvements;

I. Assistance in the review of financial information distributed
   by the Debtors to creditors and others, including, but not
   limited to, cash flow projections and budgets, cash receipts
   and disbursement analysis, analysis of various asset and
   liability accounts, and analysis of proposed transactions for
   which Court approval is sought;

J. Attendance at meetings and assistance in discussions with the
   Debtors, potential investors, banks and other secured lenders
   in this Chapter 11 case, the U.S. Trustee, other parties in
   interest and professionals hired by the same, as requested;

K. Assistance in the review and/or preparation of information
   and analysis necessary for the confirmation of a Plan of
   Reorganization in this Chapter 11 case;

L. Assistance in the evaluation and analysis of avoidance
   actions, including fraudulent conveyances and preferential
   transfers; and

M. Render such other general business consulting or such other
   assistance as the Committee or its counsel may deem necessary
   that are not duplicative of services provided by other
   professionals in this proceeding.

PwC, at the request of the Committee, may provide additional
financial advisory services deemed appropriate and necessary to
the benefit of the Committee's monitoring of the Debtors'
estates.

Mr. Spragg assures the Court that PwC does not represent any
other entity having an interest adverse to the Committee in
connection with this case, and therefore believes it is eligible
to represent the Committee Linder Section 1103(b) of the
Bankruptcy Code. PwC does not believe that any conflict of
interest exists in its proposed role for the Committee. However,
PwC brings the following to the Court's attention in the spirit
of full disclosure:

A. Based upon review of the results from this internal search,
   PwC provides accounting, tax and/or consulting services to
   certain creditors and parties-in-interest in matters
   unrelated to this case. PwC does not believe that these
   represent services adverse to the estate. Services provided
   to these parties are wholly unrelated to any claims such
   entities may have against the Debtors. The services are
   varied and include ordinary course business assurance,
   accounting, tax advisory services and consulting services.
   PwC will not represent any such creditor or party-in-interest
   in matters relating to this bankruptcy. PwC has represented
   parties in other cases wholly unrelated to this case, in
   which various of the Debtor's professionals or those of
   creditors, have been involved either representing the same or
   other parties-in-interest. None of the services provided have
   any relationship to these bankruptcy proceedings.

B. PwC Bermuda performs secretarial functions for Exodus
   Bermuda, a non-filing entity. In addition, PwC Bermuda fills
   two seats on the Board of Directors for Exodus Bermuda. In
   total, PwC Bermuda is owed approximately $14,000 for these
   services. This amount has been accrued for a period of one
   year and a half.

C. PwC Bermuda performs secretarial duties for EAP Limited, a
   Bermuda incorporated entity. Exodus Communications, Inc. is
   the majority owner of EAP Limited. PwC Bermuda is owed
   approximately $5,000 for services rendered over a period of
   one year and a half.

D. The PwC Audit group performed very limited internal control
   work for Exodus. This is not a conflict because PwC has not
   performed any work since July 2001, and the PwC Audit partner
   is not taking on any additional assignments with Exodus.
   Total fees for this project were approximately $100,000. No
   amounts are still owed to PwC.

E. PwC San Jose has provided due diligence services to a
   financial buyer interested in acquiring all or part of
   American Information Systems (a filed subsidiary of Exodus
   Communications, Inc.) in February 1999.

F. In 2000, PwC assisted Exodus in developing a detailed cross-
   functional work plan for their integration of Global Centre.

G. PwC's Tax and Legal Services Group (TLS) Tokyo performed due
   diligence on Exodus in Japan for a Japanese client; however,
   this engagement has been suspended due to the financial
   position of Exodus. Total fees for this project were
   approximately $100,000. No amounts are still owed to PwC.

H. TLS Australia performed both corporate tax consulting and
   stamp duty consulting for Exodus Australia. There is no
   on-going work and no amounts are due TLS Australia. Total
   fees for this project were approximately $50,000. No amounts
   are still owed to PwC.

Mr. Spragg submits that PwC will conduct an ongoing review of
its files to ensure that no conflicts or other disqualifying
circumstances exist or arise. If any new facts or circumstances
are discovered, PwC will supplement its disclosure to the Court.

Mr. Spragg informs the Court that PwC is not owed any amounts
with respect to prepetition fees and expenses. The customary
hourly rates, subject to periodic adjustments, charged by PwC's
personnel anticipated to be assigned to this case are as
follows:

       Partners                              $500-595
       Managers/Directors                    $350-495
       Associates/Senior Associates          $175-325
       Administration/Paraprofessionals      $ 85-150

The Committee and PwC have agreed, subject to the Court's
approval of this Application, that:

A. any controversy or claim with respect to, in connection with,
   arising out of, or in any way related to this Application or
   the services provided by PwC to the Committee as outlined in
   this Application, including any matter involving a successor
   in interest or agent of the Committee or of PwC, will be
   brought in the Bankruptcy Court or the District Court for the
   District of Delaware if such District Court withdraws the
   reference;

B. PwC and the Committee and any and all successors and assigns
   thereof, consent to the jurisdiction and venue of such court
   as the sole and exclusive forum (unless such court does not
   have or retain jurisdiction over such claims or
   controversies) for the resolution of such claims, causes of
   actions or lawsuits;

C. PwC and the Committee, and any and all successors and assigns
   thereof, wave trial by jury, such waiver being informed and
   freely made,

D. If the Bankruptcy Court or the District Court if the
   reference is withdrawn, does not have or retain jurisdiction
   over the foregoing claims and controversies, PwC and the
   Committee, and any and all successors and assigns thereof,
   will submit first to non-binding mediation; and If mediation
   is not successful, then to binding arbitration, in accordance
   with the dispute resolution procedures in the Application;
   and

E. Judgment on any arbitration award may be entered in any Court
   having proper jurisdiction. (Exodus Bankruptcy News, Issue
   No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FMAC LOAN: Fitch Drops Ratings on Certain Franchise Loan Deals
--------------------------------------------------------------
Fitch Ratings downgrades FMAC Loan Receivables Trust 1997-B
class A to 'BBB' from 'A', class B to BB from 'BBB', class C to
CC from 'BB-' and class D to 'D' from 'C'. In addition classes
A, B and C will remain on Rating Watch Negative. The downgrades
are the result of the continued poor performance of the pool.
The pool currently has $37.7 million in default on which, Fitch
expects losses to exceed $30 million. There are also additional
delinquent loans in the pool not yet defaulted on which Fitch
believes additional losses are likely.

Fitch Ratings downgrades FMAC Loan Receivables Trust 1998-B
class A to 'A' from 'AA', class B to 'BB' from 'BBB', class C to
'C' from 'B' and class D to 'D' from 'C'. Additionally, classes
A, B and C will remain on Rating Watch Negative. The downgrades
are the result if a continued decline in pool performance as
current defaults now stand at approximately $30 million. The
largest exposures in this transaction are the same as in the
1997-B deal and therefore, similar low recoveries are expected
on the loans.

Fitch Ratings affirms the 'AAA' rating on the class A notes of
Peachtree Franchise Loan Trust 1999-A and hereby removes it from
Rating Watch Negative. The decision was made based on the
relatively stable performance of the pool and the increasingly
remote likelihood of a liquidity stress to the class. Classes B,
C, D and E will remain on Rating Watch Negative.


FEDERAL-MOGUL: Selling Certain US Camshaft Operations to ASIMCO
---------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) has signed
a letter of intent to sell certain United States camshaft
operations to ASIMCO, an automotive components manufacturing
company based in Beijing, China, for $25.7 million.  Federal-
Mogul will also retain the accounts receivable of these
operations.

The proposed sale is subject to approval by the U.S. Bankruptcy
Court in Wilmington, Delaware, in addition to completion of due
diligence and other customary conditions to closing.  A hearing
on the letter of intent is scheduled for May 29, 2002.

The proposed sale includes plants in Grand Haven, Michigan, and
Orland, Indiana, which produce machined cast iron and steel
camshafts, as well as Federal-Mogul's 80-percent share of an
assembled camshaft joint venture with Nippon Piston Ring Co.,
Ltd. in Grand Haven.  The operations to be sold have about 500
total employees and had combined sales of approximately $80
million in 2001.

The letter of intent does not include a Federal-Mogul plant in
Jackson, Michigan, which produces machined camshafts primarily
for the automotive aftermarket, nor does it include Federal-
Mogul's camshaft operations in Saltillo, Mexico; Araras, Brazil;
and Lydney and Elstead, United Kingdom.

"We are pleased to enter into this transaction with ASIMCO, a
leading components manufacturer that has significant
relationships with North American original equipment
manufacturers and Tier 1 suppliers," said Charles Grant, vice
president, corporate development and strategic planning,
Federal-Mogul. "We believe that ASIMCO will be able to support
and grow this business, which was previously identified as non-
strategic to Federal-Mogul.  Their commitment to the long-term
viability of this business should be good for customers and
employees."

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

DebtTraders reports that Federal-Mogul Corporation's 8.80% bonds
due 2007 (FEDMOG6) are quoted at a price of 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6for  
real-time bond pricing.


FLAG TELECOM: Reach Seeks Dismissal of Unit's Chapter 11 Case
-------------------------------------------------------------
Reach Ltd. asks the Court to dismiss the Chapter 11 case of FLAG
Asia Ltd. because of eligibility requirements to be a Debtor
under the Bankruptcy Code. Section 109(a) of the Bankruptcy Code
states, in part, that "only a person that resides or has a
domicile, a place of business, or property in the United States
. . . may be a debtor."

The burden of proving eligibility rests squarely upon FLAG Asia,
Stephen J. Quine, Esq., at Clifford Chance Rogers & Wells LLP,
says.

Upon information and belief, Mr. Quine says, FLAG Asia,
organized under the laws of the Bermuda, does not reside or
maintain a place of business in the United States. It does not
maintain physical assets in the United States.

Although FLAG Telecom Holdings Ltd. alleged that subsidiary FLAG
Asia has an account with Chase Manhattan Bank at its New York
branch, it appears that this account is not integral to FLAG
Asia's business operations. Reach believes that all of FLAG
Asia's bank accounts are located outside the United States. Mr.
Quines takes notice that the account (which presumably is the
basis for FLAG Asia coming to the U.S. Bankruptcy Court) is not
listed in the cash management Motion where pre-petition FLAG
Asia summarizes how it managed its bank accounts. Mr. Quine says
that this perhaps unwitting admission demonstrates that the U.S.
bank account likely has no legitimate business purpose.  It
quite possibly was an artifice designed simply to create a
jurisdictional basis for FLAG Asia in the United States.

                        Bermuda Proceedings

In light of the insolvency petition commenced by FLAG Asia in
Bermuda on April 29, 2002, Mr. Quine proposes that the Court
either dismiss FLAG Asia's Chapter 11 case or abstain in
deference to the Bermuda proceedings.

Mr. Quine cites Section 305 of the Bankruptcy Code that allows
the Court to decline jurisdiction by dismissal or suspension of
a bankruptcy case if the interests of creditors and the Debtor
are better served.

The factors that the Courts generally consider in deciding to
dismiss or suspend a bankruptcy case under Section 305 are:

   (a) economy and efficiency of administration;

   (b) the availability of another forum to protect the
       interests of both parties or there is already a pending
       proceeding in state court;

   (c) whether federal proceedings are necessary to reach a just
       and equitable solution;

   (d) whether there is an alternative means of achieving an
       equitable distribution of assets;

   (e) whether the Debtor and the creditors are able to work out
       a less expensive out-of-court arrangement which better
       serves all interests in the case;

   (f) whether a non-federal insolvency proceeding has advanced
       so far that it would be costly and time consuming to
       begin anew; and

   (g) the purpose of the United States bankruptcy.

Mr. Quine says the facts in FLAG Asia's case are clear.  It is
incorporated in Bermuda, carries on no business operation in the
United States, and most, if not all, of its creditors are
located overseas.

Arguing that strong doubts exist as to whether FLAG Asia is
properly a Debtor, Mr. Quine requests the Court to set an
expedited hearing and fix a briefing schedule to resolve the
issue. (Flag Telecom Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLORSHEIM GROUP: Expects to Close Asset Sale to Weyco This Month
----------------------------------------------------------------
Florsheim Group Inc. (OTCBB: FLSCQ.OB) announced that it
received U.S. Bankruptcy Court approval of the previously
announced Asset Purchase Agreement with Weyco Group, Inc.
(NASDAQ: WEYS) at the sale hearing held Friday.

The Company expects to close the sale to Weyco of the U.S.
wholesale business and 23 retail stores this month.

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.


GENERAL MAGIC: Begins Shares Trading on Nasdaq SmallCap Market
--------------------------------------------------------------
General Magic, Inc. (Nasdaq:GMGC), a pioneer in voice
application software and services, has received approval from
The Nasdaq Stock Market to transfer its listing from the
National Market to the SmallCap Market effective at the opening
of business today. The Company's securities will continue
trading under its current symbol: "GMGC".

"Listing on the Nasdaq SmallCap Market enables General Magic to
maintain a liquid trading profile on a well-regulated and
transparent market for the benefit of all General Magic
stockholders," said David Russian, chief financial officer of
the Company. "We are pleased that our application to transfer to
the Nasdaq SmallCap Market has been accepted, since this will
provide the Company with additional time, until August 13th, to
execute our business plan and to comply with the Nasdaq Stock
Market's $1.00 minimum bid price requirement. In the event we do
not meet the minimum bid price requirement by the August
deadline, then Nasdaq can grant us an additional 180-day grace
period, or until February 10, 2003, to regain compliance, if we
meet the "core" initial listing requirements for the Nasdaq
SmallCap Market as of that date, principally, a $5 million
stockholder's equity requirement."

"We continue to evaluate all necessary alternative courses of
action to ensure our continued listing on the Nasdaq Stock
Market."

General Magic is a leading voice infrastructure company that
provides software and supporting voice dialog design and hosting
services that enable companies to quickly and efficiently
provide anytime, anywhere access to information and services
over the telephone. General Magic's VoiceXML-based solutions
enable businesses to easily integrate voice access into
enterprise applications using a broad selection of speech
recognition technologies and telephony interfaces. These
solutions help businesses improve customer relations, deliver
value-added service and provide unlimited access to content.
General Magic is headquartered in Sunnyvale, Calif. For
additional information, visit http://www.generalmagic.com


GLOBAL CROSSING: Court Okays Blackstone for Financial Advice
------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Court
approval to employ and retain The Blackstone Group L.P. to
provide necessary financial advisory services to the Debtors in
these chapter 11 cases pursuant to sections 327(a) and 328(a) of
the Bankruptcy Code and the terms of the Blackstone agreement
dated January 28, 2002.

All of the services that Blackstone will provide to the Debtors
will be:

A. appropriately directed by the Debtors so as to avoid
     duplicative efforts among the professionals retained in the
     case, and

B. performed in accordance with applicable standards of the
     profession.

The services to be provided by Blackstone in this case are
presently anticipated to include the following:

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

B. Assist in the development of the Debtors' long-term business
     plan and related financial projections;

C. Assist in the development of financial data and presentations
     to the Debtors' Board of Directors, various creditors and
     other third parties;

D. Analyze the Debtors' financial liquidity and evaluate
     alternatives to improve such liquidity;

E. Evaluate the Debtors' debt capacity and alternative capital
     structures;

F. Analyze various restructuring scenarios and the potential
     impact of these scenarios on the value of the Debtors and
     the recoveries of those stakeholders impacted by the
     Restructuring;

G. Provide strategic advice with regard to restructuring or
     refinancing the Debtors' Obligations;

H. Participate in negotiations among the Debtor and its
     creditors, suppliers, lessors and other interested parties
     with respect to a Restructuring, Transaction, Financing
     or other matter;

I. Value securities offered by the Debtors in connection with a
     Restructuring;

J. Assist in arranging debtor-in-possession financing, as
     requested;

K. Assist in the arranging of financing including identifying
     potential sources of capital, assisting in the due
     diligence process and negotiating the terms of any proposed
     financing, as requested;

L. Assist the Debtors in executing a transaction including
     identifying potential buyers or parties in interest,
     assisting in the due diligence process and negotiating
     the terms of any proposed transaction, as requested;

M. If required, provide fairness opinions related to
     Transactions, Financings or Restructurings for which
     Blackstone shall have earned a fee;

N. Provide testimony in any Chapter 11 case concerning any of
     the subjects encompassed by the other financial advisory
     services, if appropriate and as required; and

O. Provide such other advisory services as are customarily
     provided in connection with the analysis and negotiation of
     a Restructuring, Transaction or Financing, as requested and
     mutually agreed.

In consideration of the services provided, the Debtors have
agreed to pay Blackstone:

A. a Monthly Fee, commencing March 16, 2002, in the amount of
     $200,000 in cash per month, with the first Monthly Fee
     payable on March 15, 2002 and additional installments of
     such Monthly Fee payable in advance on the 15th of each
     month;

B. a DIP Financing Fee of 0.5% of the total facility size of
     any DIP financing arranged by Blackstone, payable upon
     receipt of a binding commitment letter for such a facility;

C. a Financing Fee upon the raising of new capital in the
     Company calculated by multiplying:

     a. the applicable Financing Fee Percentage and

     b. the gross proceeds to the Company upon the closing of a
          Financing.

     In the event the Financing takes the form of a committed
     facility that is not initially fully drawn, the Financing
     Fee shall be calculated based on the committed amount. To
     the extent the gross proceeds or committed amount falls
     between any two points on the table below, the Financing
     Fee Percentage will be interpolated between the relevant
     intervals shown. Provided, however, that if an investment
     is received from those entities with "codenames" Harp
     and/or Symphony, Blackstone shall earn a fee equal to 50%
     of the amount calculated according to the formula
     referenced above. Provided further, however, that
     Blackstone shall neither have responsibility for nor earn a
     fee with respect to an Accounts Receivable Securitization;

                     Financing Fee Table
           Gross Proceeds        Financing Fee %
           --------------        ---------------
       $  200,000,000 or less       3.000%
       $  500,000,000               2.000%
       $1,000,000,000               1.800%
       $1,500,000,000 or more       1.600%

D. upon the consummation of a Transaction, a Transaction
     Fee payable in cash at the closing of the Transaction.
     The Transaction fee shall be calculated by multiplying
     the applicable Transaction Fee Percentage and the
     Consideration. For Consideration that falls between any
     of the points shown in the table below, the Transaction
     Fee Percentage will be interpolated between the relevant
     intervals of the Consideration shown. Provided, however,
     that Blackstone shall neither be responsible for nor earn a
     fee with respect to a sale of Global Marine. Provided
     further, however, that the same transaction shall not be
     deemed both a Financing and a Transaction; and

                   Transaction Fee Table
          Consideration           Transaction Fee %
          -------------           -----------------
       $  200,000,000 or less      1.500%
       $  500,000,000              1.000%
       $1,000,000,000              0.900%
       $1,500,000,000              0.800%
       $2,000,000,000              0.700%
       $3,000,000,000              0.600%
       $4,000,000,000 or more      0.500%

E. upon the completion of a Restructuring, a Restructuring Fee
     equal to 0.4% of the total face value of any Obligations of
     the Company that is restructured, refinanced, modified or
     amended as part of the Restructuring. Provided, however,
     that the total fees payable to Blackstone shall be capped
     at $25,000,000. Provided further, however, that if
     Blackstone earns a Transaction Fee with respect to a sale
     of a significant interest in all or substantially all of
     the Company, then the Transaction Fee payable to Blackstone
     in respect of such Transaction shall also, together with
     fees payable be subject to the Cap. For the avoidance of
     doubt, fees earned by Blackstone under paragraph (d) which
     are a result of Transactions involving specific assets or
     subsidiaries of the Company shall not be subject to the
     Cap. The Restructuring Fee shall be payable upon the
     effective date of the plan of reorganization. (Global
     Crossing Bankruptcy News, Issue No. 9; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


GOLDMAN INDUSTRIAL: Has Until July 15, 2002 to Decide on Leases
---------------------------------------------------------------
Goldman Industrial and its debtor-affiliates obtained from the
U.S. Bankruptcy Court for the District of Delaware an extension
on their lease decision period.  The Court gives the Debtors
until July 15, 2002 to elect whether to assume, assume and
assign, or reject unexpired nonresidential real property leases.

Goldman Industrial Group, Inc., with its affiliates, provide
metalworking machinery to manufacturers; marketing and selling
original equipment primarily to the aerospace, automotive,
computer, defense, medical, farm, construction, energy,
transportation and appliance industries. The Company filed for
chapter 11 protection on February 14, 2002. Victoria W.
Counihan, Esq., at Greenberg Traurig, LLP represents the Debtors
in their restructuring efforts.


GREENMAN TECHNOLOGIES: Restructures $1.5 Million Long-Term Debt
---------------------------------------------------------------
GreenMan Technologies, Inc. (OTCBB: GMTI) (BSE: GMTI) has
restructured $1,500,000 of long term debt due Republic Services
of Georgia, Limited Partnership.

As previously announced, on February 14, 2002, GreenMan
repurchased and retired all Class B Convertible Preferred stock
held by Republic in return for a $1,500,000 promissory note
bearing interest at 10% and due in March 2007 and 100,000 shares
of GreenMan's unregistered common stock.

On May 6, 2002, Republic agreed to retire the February 14, 2002
promissory note in return for 300,000 shares of GreenMan
unregistered common stock valued at $750,000 and a $743,750
promissory note bearing interest at 10% and due in March 2007.

"We are appreciative of the continued cooperation from the
management of Republic in assisting our efforts to strengthen
GreenMan's financial condition" said Bob Davis, president and
chief executive officer of GreenMan. Mr. Davis also added " this
restructuring not only positively impacts our financial
condition today, but also on a going forward basis by allowing
us to retain valuable capital within our Corporation in order
our continue our business development efforts as we enter the
strongest half of our fiscal year."


HARBORSIDE HEALTHCARE: Mar. 31 Balance Sheet Upside-Down by $32M
----------------------------------------------------------------
Harborside Healthcare Corporation announced operating results
for the quarter ended March 31, 2002. Net revenues for the first
quarter of 2002 totaled $94,511,000; a 4.7 percent increase from
the $90,315,000 recorded in the fourth quarter of 2001 and a
15.1 percent increase from the $82,086,000 recorded in the first
quarter of 2001. Total net revenues less facility operating
expenses were $17,243,000 for the first quarter of 2002, 11.2
percent higher than the $15,505,000 reported in the fourth
quarter of 2001 and 15.0 percent higher than the $14,997,000
reported for the first quarter of 2001.

For the three months ended March 31, 2002, Earnings Before
Interest, Taxes, Depreciation, Amortization and Rent ("EBITDAR")
(excluding the amortization of prepaid management fees) was
$12,129,000. For the three months ended December 31, 2001,
EBITDAR (excluding the amortization of prepaid management fees
and the incurrence of facility reorganization costs) was
$10,708,000. For the three months ended March 31, 2001, EBITDAR
(excluding the amortization of prepaid management fees and
financial restructuring costs) was $10,160,000. For the three
months ended March 31, 2002, the Company reported a net loss of
$59,000 compared to a net loss of $2,277,000 during the fourth
quarter of 2001 and a net loss of $6,436,000 for the first
quarter of 2001.

The average occupancy rate was 88.2% during the first quarter of
2002 as compared to 88.5% in the fourth quarter of 2001 and
89.2% in the first quarter of 2001. Quality mix of revenues was
53.9% during the first quarter of 2002 as compared to 52.8% in
the fourth quarter of 2001 and 52.2% in the first quarter of
2001. Primarily as the result of Medicare rate increases
implemented on April 1, 2001, the Company's average Medicare
Part A rate increased to $344 per Medicare patient day during
the first quarter of 2002 as compared to $326 per Medicare
patient during the first quarter of 2001.

Effective March 1, 2002, the Company began leasing four
facilities with 487 licensed beds located in Massachusetts.
Harborside provides high quality long-term care, subacute and
other specialty medical services in four regions - the Midwest,
New England, the Mid-Atlantic and the Southeast. As of March 31,
2002, the Company operated 55 facilities with a total of 6,761
licensed beds.

Harborside Healthcare Corporation, at March 31, 2002, has a
total shareholders' equity deficit of $31.75 million.


HARTMARX: Meets Requirement to Obtain $10MM Liquidity Proceeds
--------------------------------------------------------------
Hartmarx Corporation (NYSE: HMX) has fulfilled the requirement
to obtain $10 million of additional liquidity proceeds by
June 30, 2002, as provided for under its Senior Credit Facility.

Hartmarx produces and markets business, casual and golf apparel
products under its own brands including Hart Schaffner & Marx,
Hickey-Freeman, Palm Beach, Coppley, Cambridge, Keithmoor,
Racquet Club, Naturalife, Pusser's of the West Indies, Royal,
Brannoch, Riserva, Sansabelt, Barrie Pace, and Hawksley & Wight.  
In addition, the Company has certain exclusive rights under
licensing agreements to market selected products under a number
of premier brands such as Austin Reed, Tommy Hilfiger, Kenneth
Cole, Burberry men's tailored clothing, Ted Baker, Bobby Jones,
Jack Nicklaus, Claiborne, Evan-Picone, Pierre Cardin, Perry
Ellis, KM by Krizia, and Daniel Hechter. The Company's broad
range of distribution channels includes fine specialty and
leading department stores, value-oriented retailers and direct
mail catalogs.

                         *    *    *

As reported in the January 22, 2002 edition of Troubled Company
Reporter, Standard & Poor's lowered its corporate credit rating
on Hartmarx Corp., to 'SD' (selective default) from double-'C'
and the senior subordinated debt rating to single-'D' from
single-'C'. The ratings were removed from CreditWatch, where
they were placed on October 4, 2001.

Subsequently, the single-'D' rating on Hartmarx' senior
subordinated 10.875% notes due January 15, 2002 was withdrawn.

The downgrade reflects the completion of an exchange offer on
the 10.875% notes due January 15, 2002 with bonds maturing in
2003 plus an amount of cash and common stock. In December 2001,
Hartmarx claimed in an 8-K filing that, if the company is
unsuccessful in completing the exchange or obtaining additional
financing, it would need to restructure its debt. Standard &
Poor's considers the completion of the exchange to be tantamount
to a default, given the coercive nature of the offer.


HORIZON PCS: March 31 Balance Sheet Upside-Down by $151 Million
---------------------------------------------------------------
Horizon PCS, Inc., a Sprint PCS (NYSE:PCS) Network Partner,
announced record results for the first quarter ended March 31,      
2002.

     --  Horizon PCS added approximately 28,600 net new
subscribers in the first quarter, bringing the subscriber base
to about 222,700 at the end of the first quarter, an increase of
15% from the fourth quarter.

     --  As of March 31, 2002, the Company had launched service
covering 7.2 million residents, or approximately 71% of the
total population in its territory. The Company had 1,194 cell
sites (which includes 494 sites in the NTELOS network).

     --  Average monthly revenue per subscriber (ARPU),
including roaming, was $74 for the first quarter. ARPU,
excluding roaming, was $56 for the quarter.

     --  Churn, excluding 30-day returns, was approximately 3.2%
for the first quarter of 2002.

     --  Cost per gross add (CPGA) was $342 for the first
quarter ended March 31, 2002.

     --  As of March 31, 2002, Horizon marketed Sprint PCS
service through 39 Company stores and approximately 525 national
outlets, regional retailers and local agents.

     --  Total operating revenues were $48.2 million for the
quarter ended March 31, 2002, a 9% increase over fourth quarter
2001 total operating revenues.

     --  For the three months ended March 31, 2002, roaming
revenue from the Company's portion of Sprint's PCS network was
$10.8 million. Roaming expense for the three months ended March
31, 2002, was $9.3 million. The travel MOU ratio with Sprint PCS
was 1.2 to 1 for the quarter.

     --  Monthly average minutes of use for the first quarter
were approximately 633 per billed subscriber with roaming and
498 without roaming.

At March 31, 2002, Horizon PCS's balance sheet shows a total
shareholders' equity deficit of about $151 million.

Commenting on the results, William A. McKell, chairman,
president and CEO, said, "We are pleased to report that we met
or exceeded our previous guidance for the first quarter in
virtually every category. Net subscriber additions were
significantly higher than expected due to strong marketing
efforts throughout our service territory. ARPU, churn, CPGA, and
roaming revenue and expense all were on target with our previous
guidance. Earnings before interest, taxes, depreciation and
amortization (EBITDA) loss for the first quarter was higher than
expected due to higher gross adds. We are very pleased to be
EBITDAM (earnings before interest, taxes, depreciation,
amortization and marketing) positive for the first time since
our inception."

EBITDA, excluding non-cash compensation charges, was negative
$16.3 million for the first quarter of 2002 compared with
negative $22.5 million for the fourth quarter of 2001.

Capital expenditures were $23.4 million for the first quarter.
At the end of the first quarter, Horizon had cash and cash
equivalents of $195.9 million, which excludes restricted cash of
$48.7 million. The Company also had a $95.0 million commitment
under its bank credit facility. On May 8, 2002, Horizon entered
into a waiver agreement with its senior lenders in which the
lenders waived the Company's non-compliance with the first
quarter EBITDA covenant in the Company's senior secured credit
agreement through June 15, 2002, subject to related restrictions
on the use of $105 million in loan proceeds on hand and on
further borrowings. The Company is currently negotiating a
modification of its financial covenants for the future. For
further details, please refer to Horizon's Form 10-Q to be filed
tomorrow.

Based on current preliminary information and internal
projections, the Company's guidance for the second fiscal
quarter of 2002 ending June 30, 2002, is as follows:

     --  Net subscriber additions are expected to be 14,000 to
19,000.

     -- ARPU, excluding roaming, is expected to be $56 to $57.

     --  Churn, net of 30-day returns, is expected to be
consistent or slightly better than first quarter 2002

     --  Roaming revenue is forecasted to be approximately $12
million to $14 million.

     --  Roaming expense is projected to be approximately $9
million to $11 million.

     --  EBITDA losses, excluding non-cash compensation charges,
are forecasted to be approximately $11 million to $14 million.

     --  Capital expenditure guidance for 2002 is $60 million to
$70 million.

Horizon PCS is one of the largest Sprint PCS Network Partners,
based on its exclusive right to market mobile communications
network products and services under the Sprint brand name to a
total population of over 10.2 million in portions of 12
contiguous states. Its markets are located between Sprint PCS'
Chicago, New York and Raleigh/Durham markets and connect or are
adjacent to 15 major Sprint PCS markets that have a total
population of more than 59 million. As a Sprint PCS Network
Partner, Horizon offers the same national pricing plans and uses
the same sales and marketing strategies and national
distribution channels that have made Sprint the fastest growing
wireless company in the country. For more information, visit the
Horizon PCS Web site at http://www.horizonpcs.com   

Sprint operates the nation's largest all-digital, all-PCS
wireless network, already serving the majority of the nation's
metropolitan areas including more than 4,000 cities and
communities across the country. Sprint has licensed PCS coverage
of more than 280 million people in all 50 states, Puerto Rico
and the U.S. Virgin Islands. In mid-2002, Sprint will launch its
3G network nationwide and expects to deliver faster speeds and
advanced applications on Sprint PCS 3G phones and devices. For
more information on products and services, visit
http://www.sprint.com/mr Sprint PCS is a wholly-owned tracking  
group of Sprint Corporation trading on the NYSE under the symbol
"PCS." Sprint is a global communications company with more than
80,000 employees worldwide and $26 billion in annual revenues
and is widely recognized for developing, engineering and
deploying state-of-the art network technologies.


ICG COMMS: Seeks Approval of Settlement Pact with SBC Affiliates
----------------------------------------------------------------
ICG Communications, Inc., represented by R. Karl Hill, Esq., of
the Wilmington firm of Seitz, Van Ogtrop & Green, P.A., asks
Judge Peter Walsh to give his stamp of approval to the
Confidential Settlement Agreement and Mutual Release by and
among the Debtors and the SBC Affiliates.  The Debtors explain
that they purchased both "wholesale" and "retail" goods and
services from the SBC Affiliates, which are essential to the
Debtors continued operations and effective reorganization.

The Debtors and the SBC Affiliates are involved in several
billing disputes, which are presently pending before Judge
Walsh.  These Disputes arise in connection with both the
"wholesale" and the "retail" goods and services.  The Disputes
relate to goods and services provided by one or more of the SBC
Affiliates to one or more of the Debtors and involve questions,
inter alia, about (1) double billing, (2) rate overcharges, (3)
improper installation fees, (4) retroactive rate increases and
(5) improper charges for disconnected or non-existent accounts.
The Disputes also relate to services provided by the Debtors to
one or more of the SBC Affiliates and involve questions, inter
alia, about billing for (1) excess local minutes of use, (2)
excess intraLATA toll minutes of use, (3) tandem transport rate
elements, (4) tandem switching rate elements and (5) late
payment charges on Debtors bills to the SBC Affiliates for Ohio,
California and Texas traffic.

The Disputes relate to almost 1,000 separate accounts, at least
seven interconnection agreements, a resale agreement and retail
services in eleven separate states.  After reviewing the various
motions and responses referenced at the beginning of this
article that have been filed in the Disputes, the Debtors
conclude that the Disputes became a contested matter before this
Court as a result of the Motions and the Debtors' objections.

To litigate these Disputes would be both time-consuming and
costly.

The Debtors and the SBC Affiliates have reached a settlement
with respect to the "wholesale" portion of the Disputes, the
Ameritech Motion and the Setoff Motion.  Contemporaneously
herewith, Debtors have filed a motion to file the Agreement
under seal; accordingly, the Agreement is not attached to this
motion.

                     The Settlement Agreement

On or about March 29, 2002, the Parties executed the Agreement
in connection with, among other things, the resolution of the
"wholesale" portion of the Disputes.  The Settlement, in part,
provides:

       (a) that it relates only to the "wholesale" disputes, and
not to the "retail" disputes;

       (b) for certain releases of and by the Parties as to each
other, including releases by the Debtors and their estates of
causes of action under chapter 5 of the Bankruptcy Code;

       (c) for certain payments by the Parties and reduction of
claims the Parties hold or may hold against each other;

       (d) for the assumption of:

             (i) that certain Release and Settlement Agreement
Regarding ICG-Terminated Traffic Through May 31, 2003 dated June
6, 2000;

             (ii) the SBC-ICG Reciprocal Compensation Memorandum
of Understanding dated June 6, 2000; (iii) those certain
Amendments (Superseding Certain Compensation, Interconnection
and Trunking Provisions) To Interconnection Agreement with the
appropriate SBC Affiliate for each of Arkansas, California,
Connecticut, Indiana, Illinois, Kansas, Michigan, Missouri,
Ohio, Oklahoma, Nevada, Texas and Wisconsin; and

             (iv) the Rate Schedules attached to these
Amendments;

             (e) that there are no cure amounts owed by the
Debtors in connection with the assumption of the Reciprocal
Compensation Agreements;

             (f) for the assumption of all other contracts
between the Debtors and the applicable SBC Affiliates for
"wholesale" services, including the Interconnection Agreements
and all applicable state and federal tariffs for the states of
Arkansas, California, Indiana, Illinois, Kansas, Michigan,
Missouri, Oklahoma, Nevada, Texas and Wisconsin;

             (g) that the requirements of Section 365 of the
Bankruptcy Code relating to the assumption of the Contracts will
be satisfied by:

                   (i) the payment by the Debtors to the SBC
Affiliates of the sum specified in the Agreement;

                   (ii) an award to the SBC Affiliates of an
Allowed General Unsecured Claim against the Holdings Debtors (as
those terms are defined in the Second Amended Plan) in the
amount of $7,212,241.62, which shall not be subject to objection
by any party in interest or subject to reconsideration; and

                  (iii) timely payment by the Debtors of all
amounts due for the period from February 1, 2002 to the date
that Judge Walsh's order on this motion becomes final and non-
appealable in accordance with the terms of the Interconnection
Agreements and all applicable state and federal tariffs,
provided that any disputes will be resolved by agreement of the
Parties within thirty days of the Effective Date after which
time either of the Parties may seek resolution from the
Bankruptcy Court;

             (h) that the SBC Affiliates shall withdraw the
proofs of claim filed in relation to their "wholesale" claims;

             (i) that the Setoff Motion and the Response are
withdrawn and that any right of recoupment and/or any right of
set-off that the SBC Affiliates may have with respect to any of
the Debtors or their respective estates shall survive and be
preserved even after confirmation of any plan or reorganization
despite any discharge that might be granted to the Debtors under
Section 1141 of the Bankruptcy Code and any effect given to that
discharge under Section 524 of the Bankruptcy Code;

             (j) that the SBC Affiliates have not waived any
rights that the SBC Affiliates may have with respect to any of
the Debtors to terminate the provision of services to any of the
Debtors or to terminate any Interconnection Agreement or any
other agreement with any of the Debtors for failure to make any
future payments due pursuant to the terms of any Interconnection
Agreement, any other applicable agreement or the terms of any
applicable state of federal tariff;

             (k) that the Ameritech Motion is withdrawn, and
that, within 10 days of the Effective Date of Release, Ameritech
Ohio and ICG Telecom Group, or its successor in interest shall
execute that certain Interconnection Agreement under Sections
251 and 252 of the Telecommunications Act of 1996, by and
between The Ohio Bell Telephone Company (d/b/a Ameritech Ohio)
an Ohio corporation, with principal offices at 45 Erieview
Plaza, Cleveland, OH 44114 and ICG Telecom Group, a Colorado
corporation, with offices at 161 Inverness Dr., Englewood, CO
80112, a conformed but unsigned copy of which was filed with the
Public Utility Commission of Ohio on May 14, 2001;

             (l) that, within 10 days of execution of the New
Interconnection Agreement, a fully executed copy of the New
Interconnection Agreement will be jointly filed with the PUCO,
specifying that the effective date of the New Interconnection
Agreement shall be forty-five business days after the Effective
Date of Release (as defined in the Agreement); and

             (m) that other than with respect to the Reciprocal
Compensation Agreements, the Settlement does not constitute an
assumption or rejection of any other agreement between the
Debtors and The Southern New England Telephone Company or any of
its direct or indirect subsidiaries, including, but not limited
to, any Interconnection Agreement between the Debtors and The
Southern New England Telephone Company and all applicable state
and federal tariffs for the State of Connecticut.

             The Stipulation Should Be Approved

The statutory basis for the relief requested in this motion is
Bankruptcy Rule 9019(a).  "To minimize litigation and expedite
the administration of a bankruptcy estate, '[c]ompromises are
favored in bankruptcy.'" Courts should consider all relevant
factors in order to make a full and fair determination of the
prudence of the proposed settlement. The "ultimate inquiry" in
determining whether to approve a settlement is whether "the
compromise is fair, reasonable, and in the interest of the
estate."  In evaluating a settlement, the role of the Court:
. . . is not to decide the numerous questions of law and fact
raised . . . but rather to canvass the issues and see whether
the settlement "fall[s] below the lowest point in the range of
reasonableness."  The decision to approve a settlement rests in
the sound discretion of the bankruptcy judge.

In considering the propriety of a settlement, courts consider
the following factors:

       (i) the probability of success in the litigation;

      (ii) the likely difficulties in collection;

     (iii) the complexity of the litigation involved, and the
expense, inconvenience and delay necessarily attending it; and

       (iv) the paramount interest of the creditors.

The Debtors believe that the Agreement is fair and equitable and
falls well within the range of reasonableness under these
standards.

Furthermore, the Debtors believe that the Agreement is in the
best interests of creditors and the estate.  The continuation of
the Debtors' relationship with the SBC Affiliates is essential
to the Debtors' operations and reorganization. Litigation of the
"wholesale" disputes would be costly and time-consuming with
uncertain results.  Such an undertaking would drain the estate's
resources and divert attention away from confirming the plan of
reorganization and moving forward with the Debtors' operations.

For all of these reasons, the Debtors submit that the Agreement
represents a benefit to creditors and all parties-in-interest
and, therefore, should be approved. (ICG Communications
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


ICO INC: S&P Hatchets B-Rated Senior Unsec. Notes Down 2 Notches
----------------------------------------------------------------
On May 13, 2002, Standard & Poor's affirmed its 'B+' corporate
credit rating on polymer processing and specialized oilfield
services provider ICO Inc. At the same time, Standard & Poor's
lowered its senior unsecured debt rating on ICO's $120 million
notes due 2007 to 'B-' from 'B+'. All ratings were removed from
CreditWatch, where they were placed with developing implications
on January 19, 2001. Outlook is negative.

The ratings were removed from CreditWatch to recognize that a
significant strategic or financial restructuring is less likely
in the near term.

The CreditWatch placement originally followed the Houston,
Texas-based company's announcement that it had hired an
investment banking firm to explore strategic alternatives to
build shareholder value. Subsequent CreditWatch updates
reflected the receipt of competing takeover bids, which were
unsuccessful, and a proposed agreement to sell the oilfield
services business (the board of directors rejected a revised
offer).

The downgrade of the senior unsecured notes coincides with the
removal of the ratings from CreditWatch and reflects the
structural subordination of the noteholders relative to the
claims of creditors at operating subsidiaries. The notes were
issued at the parent/holding company level, and the assets are
essentially located at operating subsidiaries.

The ratings on ICO reflect a below average business position and
a very aggressive financial profile.

ICO is a global provider of polymer processing services, which
include size reduction, compounding and related distribution
services for polymer resins. These markets are highly
competitive and cyclical. ICO is also one of the leading North
American companies in the inspection, coating, and
reconditioning of oil-field tubulars. This business is also
highly competitive and subject to the markedly cyclical spending
patterns of its oil and gas industry customers.

Recent profitability and cash flow have been impacted by a
decline in the North American rig count, influenced by the
decline in oil and gas prices from the early 2001 peak, and
trough conditions in plastics services.

ICO remains highly leveraged, with total debt (adjusted to
capitalize operating leases) to EBITDA around 5 times. Funds
from operations to adjusted total debt, currently about 6%, is
expected to improve to the 10% to 15% range. Financial
flexibility, while supported by the recent establishment of a
$25 million domestic credit facility and the absence of
significant near-term debt maturities, has declined with a
significant reduction in cash (cash balances were $18 million at
March 31, 2002).

                            Outlook

Ratings could be lowered during the next year if unfavorable
operating conditions persist beyond the near term or if the
company's liquidity position, as measured by cash balances and
availability under the committed bank facility, deteriorates
further.

                    Rating Affirmed; Outlook Negative

                       * Corporate credit rating B+

                         Rating Lowered                            
                                         To           From

          * Senior unsecured notes       B-            B+


IFCO SYSTEMS: Volunteers to Delist from Nasdaq Effective May 20
---------------------------------------------------------------
IFCO Systems N.V. (Nasdaq:IFCO)(Frankfurt:IFE) has provided
written notice to the Nasdaq Stock Market Inc. that the Company
is voluntarily terminating the listing of its ordinary shares on
the Nasdaq National Market System effective at the close of
trading on May 20, 2002. This action does not affect the primary
listing of the Company's ordinary shares on the Frankfurt Stock
Exchange.

For several months, management has reviewed the benefits of
continuing the listing of its ordinary shares on Nasdaq. The
Frankfurt Stock Exchange is the primary trading market for the
Company's shares and only the Company's New York Registry Shares
(which are shares reflected on the Company's New York share
register and are generally held by U.S. holders) trade on
Nasdaq. Currently, less than 5.8 million ordinary shares, out of
a total of approximately 43.9 million outstanding shares, are on
the Company's New York share register and available for trading
on the Nasdaq National Market.

Management concluded that the Company was not receiving any
significant benefit from the Nasdaq listing. Trading of shares
on two markets created two different market prices, a problem
that was compounded by the limited number of shares available
for trading on Nasdaq. The two markets and the limited number of
Nasdaq shares were also determined to have an adverse impact on
the liquidity of the Company's shares. During the process of
management's review, the Company received notice from Nasdaq
earlier this year that the Company's shares, like the shares of
many Nasdaq-listed companies, were subject to delisting by
Nasdaq as a result of the failure of the bid price of its
ordinary shares to close at the minimum $1.00 per share for the
period required under Nasdaq rules. The Company, however,
elected to take its own action based upon management's analysis
of the Nasdaq listing.

The Company's ordinary shares will continue to be listed and
trade on the Frankfurt Stock Exchange. After the termination of
its Nasdaq National Market listing, there may be a limited over-
the-counter trading market in the United States on the "pink
sheets" for the Company's New York Registry Shares, but the
Company cannot give shareholders any assurances about the
existence or nature of such a trading market. The Company does
not intend to contact any market maker to seek quotation of the
shares on the OTC Bulletin Board.

Holders of the Company's New York Registry Shares currently
trading on the Nasdaq National Market may take action to have
their shares transferred to the Company's German register for
trading on the Frankfurt Stock Exchange. Any holders desiring to
transfer their shares should either contact their broker or, for
holders of certificated shares, the Company's transfer agent,
Deutsche Bank AG in New York (212/602-3761) to initiate the
transfer process. In connection with any transfer to the German
register, the Company's transfer agent will charge brokers and
holders of certificated shares a fee of $0.05 per share.


IT GROUP: Asks Court to Fix July 15 Bar Date for Proofs of Claim
----------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
establish July 15, 2002 as the deadline for all holders to file
proofs of claim in these Chapter 11 cases.  They also seek
approval of the form of Bar Date Notice, the notification
procedures regarding the Bar Date and procedures for filing
proof of claim.

Madison L. Cashman, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP in Wilmington, Delaware, relates that the Bar Date
Notice advises potential claim holders that if they fail to file
proof of claims by that deadline, the holder is forever barred
and estopped from asserting their claim against the Debtors,
their estates, or their property.

The potential claim holders will be served with:

A. Notice of the Bar Date;

B. Proof of claim form; and,

C. Copy of the Bar Date order.

Mr. Cashman informs the Court that the notice package will be
served on potential claim holders by mailing it US first-class
mail, postage prepaid, as soon as practicable after entry of the
Bar Date order, but in no event later than June 15, 2002. This
will ensure that holders of potential claims will receive no
less than 30 days' notice of the Bar Date, which exceeds the 20-
days notice period established under FBRP 2002(a)(7).
Additionally, because the Debtors will provide known and
reasonably ascertainable holders of a claim with actual notice
by mail, the Debtors request that they be permitted, but not
required, to publish notice of the Bar Date, by June 15, 2002.

Mr. Cashman submits that, in filing proof of claims, a signed
original of the completed proof of claim form, together with any
and all accompanying documentation, must be delivered to the
Debtors' Court-approved claims agent, Logan & Company, Inc. so
as to be received by Logan no later than July, 15, 2002. The
proof of claims must be submitted in person or by courier
service, hand delivery or mail. Facsimile submissions will not
be accepted. Only claims actually delivered and received will be
deemed as filed. If a claimant wishes to receive acknowledgment
of Logan's receipt with the original, the holder must submit,
along with the original, an extra copy of the proof of claim and
a self-addressed, stamped envelope. (IT Group Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


INSTEEL INDUSTRIES: Credit Facility Maturity Moved to Oct. 2003
---------------------------------------------------------------
Insteel Industries, Inc. (OTC Bulletin Board: IIIN), one of the
nation's leading manufacturers of wire products, reported a
second-quarter loss of $612,000 compared with a loss of $4.0
million for the same period last year (excluding restructuring
charges and other non-recurring items from both periods).  Sales
decreased 8% to $64.9 million from $70.8 million due to the
Company's exit from the galvanized strand and nail businesses.
Excluding the revenues from these discontinued product lines,
sales rose 1%.

For the six-month period, the Company reported a loss of $1.9
million compared with a loss of $7.4 million for the same period
last year (excluding restructuring charges and other non-
recurring items from both periods).  Sales declined 9% to $127.6
million from $139.8 million. Excluding revenues from the
discontinued product lines, sales were essentially flat.

"We are pleased by the substantial year-over-year improvement
that is reflected in the Company's second quarter operating
results," said H.O. Woltz III, Insteel president and chief
executive officer.  "All of our manufacturing facilities
attained lower unit conversion costs for the quarter largely due
to the impact of our cost reduction and productivity improvement
initiatives."

Sales of the Company's concrete reinforcing products (welded
wire fabric and PC strand) declined 4% from the prior year
quarter, while sales of wire products (industrial wire and tire
bead wire) increased 19%.

Gross profit rose $1.9 million for the quarter, or 62%,
increasing to $5.0 million, or 7.7% of net sales, from $3.1
million, or 4.3% of net sales for the same period last year.  
The 3.4 point improvement in gross margins was due to
manufacturing cost reductions and higher productivity levels at
the Company's facilities, which served to more than offset lower
spreads between average selling prices and raw material costs.

Selling, general and administrative expense fell $2.1 million
for the quarter, or 43%, declining to $2.8 million from $4.9
million for the same period last year.  The decrease in SG&A
expense was largely driven by the Company's exit from the
galvanized strand and nail businesses together with the cost
reduction measures that have been implemented.

The improvements in gross profit and SG&A expense resulted in
operating income of $2.2 million for the quarter, compared with
an operating loss of $1.5 million for the year-ago period
(excluding restructuring charges and other non-recurring items
from both periods), an increase of $3.7 million.

Interest expense fell to $3.0 million for the quarter from $4.5
million in the same period last year primarily due to lower
amortization expense associated with capitalized financing costs
together with reduced borrowing levels and interest rates on the
Company's senior secured credit facility. Total long-term debt
decreased to $94.9 million as of the end of the quarter, a
reduction of $17.2 million from a year ago and $3.7 million
below the level of the previous quarter-end.

Following the end of the quarter, the Company and its lenders
agreed to a restructuring of the senior secured credit facility
that extended the maturity date to October 2003.  Commenting on
the changes in the credit facility, Woltz said, "The extension
in the maturity date is indicative of the support of our lenders
and their recognition of the progress that the Company has made
towards reducing debt and improving its operating performance."

During the quarter, the Company recorded pre-tax restructuring
charges totaling $12.8 million ($11.1 million after-tax, or
$1.31 per share), for losses on the sale of assets associated
with the nail and galvanized strand businesses, write-downs in
the carrying value of the remaining assets to be disposed of,
closure costs associated with the nail business, and an
impairment loss on the long-lived assets of the industrial wire
business. Approximately $12.6 million of the restructuring
charges were non-cash charges related to asset write-downs or
losses on asset sales and the remaining $0.2 million were cash
charges associated with the closure of the nail business.
Including these charges in accordance with generally accepted
accounting principles, the second quarter net loss was $11.7
million, or $1.39 per share.

Commenting on the Company's exit from the nail business, Woltz
said, "The closure and liquidation of Insteel's nail business
was accomplished efficiently during the second quarter with
minimal disruption.  We are pleased to have crossed this
important threshold which will serve to further narrow the
Company's focus on its core businesses."

Insteel's six-month results reflect a non-cash charge of $14.4
million, or $1.70 per share, resulting from an accounting
change.  In connection with its adoption of Statement of
Financial Accounting Standards 142 ("SFAS 142"), during the
second quarter, the Company completed the required impairment
testing and determined that an impairment charge should be
recognized as of the beginning of the fiscal year.  In
accordance with generally accepted accounting principles, the
Company's fiscal 2001 results reflect charges for the
amortization of goodwill of $0.3 million for the second quarter
and $0.5 million for the six-month period.  Goodwill is no
longer amortized in the current year with the adoption of SFAS
142.

In addition to the accounting change, the Company recorded a
pre-tax gain of $1.0 million in other income for the first
quarter in connection with the settlement of an insurance claim.  
Including the restructuring charges, the insurance gain and the
effect of the accounting change in accordance with generally
accepted accounting principles, the first quarter net loss was
$14.7 million, or $1.74 per share.

Commenting on the outlook for the remainder of fiscal 2002,
Woltz said, "Looking forward, we anticipate market conditions to
remain difficult, particularly in view of the import competition
that continues to plague the PC strand market.  In addition, raw
material prices are escalating due to the recent reductions in
domestic capacity and the trade remedies that have been extended
to domestic steel rod producers.

"We will continue to pursue further actions that serve to pay
down debt and reduce operating costs as well as narrow our focus
to those core businesses where we occupy strong market positions
and that meet our financial objectives.  In view of the
substantial progress that has been achieved over the past year,
we believe that the Company's competitive standing has
significantly improved and that we are well-positioned to
capitalize on an eventual rebound in our markets."

Insteel Industries is one of the nation's leading manufacturers
of wire products.  The company manufactures and markets concrete
reinforcing products, industrial wire and tire bead wire for a
broad range of construction and industrial applications.


KAISER ALUMINUM: Asbestos Claimants Get Approval to Hire Caplin
---------------------------------------------------------------
The Official Committee of Asbestos Claimants in Kaiser Aluminum
Corporation's chapter 11 cases obtained Court approval to retain
Caplin & Drysdale, Chartered, of Washington, D.C. as its
national counsel with regard to these Chapter 11 cases, and all
related matters, effective February 25, 2002.

According to Thomas Craig, a member of the Official Committee of
Asbestos Claimants, the committee activities and the services of
its counsel for the foreseeable future are expected to include:

A. assisting and advising the Committee in its consultations
   with the Debtors and other committees relative to the overall
   administration of the estates;

B. representing the Committee at hearings to be held before the
   Court and communicating with the Committee regarding the
   matters heard and issues raised as well as the decisions
   and considerations of the Court;

C. assisting and advising the Committee in its examination and
   analysis of the Debtors' conduct and financial affairs;

D. reviewing and analyzing all applications, orders, operating
   reports, schedules and statements of affairs filed and to
   be filed with the Court by the Debtors or other interested
   parties in this case; advising the committee as to the
   necessity and propriety of the foregoing and their impact
   upon the rights of asbestos-health related claimants, and
   upon the case generally; and, after consultation with and
   approval of the Committee or its designees, consenting to
   appropriate orders on its behalf  or otherwise objecting
   thereto;

E. assisting the Committee in preparing appropriate legal
   pleadings and proposed orders as may be required in support
   of positions taken by the Committee and preparing witnesses
   and reviewing documents relevant thereto;

F. coordinating the receipt and disseminations of information
   prepared by and received from the Debtors' independent
   certified accountants or other professionals retained by it
   as well as such information as may be received from
   independent professionals engaged by the Committee and other
   committees, as applicable;

G. assisting the Committee in the solicitation and filing with
   the Court of acceptance or rejections of any proposed plans
   of reorganization;

H. assisting and advising the Committee with regard to
   communications to the asbestos-related claimants regarding
   the Committee's efforts, progress and recommendation with
   respect to matters arising in the case as well as any
   proposed plan of reorganization; and,

I. assisting the Committee generally ,by providing such other
   services as may be in the best interest of the creditors
   represented by the Committee.

Mr. Craig proposes to pay the firm on an hourly basis with
reimbursements for the actual, necessary expenses that it
incurs. The attorneys and paralegals proposed to represent the
Committee and their corresponding hourly rates are:

              Professional            Hourly Rate
          ---------------------       -----------
          Elihu Inselbuch                $670
          Peter Van N. Lockwood          $560
          Walter B. Slocombe             $500
          Julie W. Davis                 $425
          Trevor W. Swett, III           $425
          Nathan D. Finch                $350
          Rita C. Tobin                  $300
          Kimberly N. Brown              $300
          Beth Heleman                   $260
          Max Heerman                    $230
          Brian A. Skretny               $215
          John Cunningham                $215
          Robert C. Spohn                $145
          Elyssa J. Strug                $135
          Stacie Evans                   $135
          Karen Albertelli               $125
(Kaiser Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KASPER: Gets OK to Hire Steven Cohn from Alvarez & Marsal as CRO
----------------------------------------------------------------
Kasper ASL, Ltd. and its debtor-affiliates won approval from the
U.S. Bankruptcy Court for the Southern District of Delaware to
employ Steven J. Cohn, a managing director of Alvarez & Marsal,
Inc., as the Debtors' chief restructuring officer in connection
with these chapter 11 cases.

Mr. Cohn has been with Alvarez & Marsal, Inc. since 1998. He is
a CPA and received a BA from Tufts University and an MBA from
the University of Pennsylvania. Mr. Cohn was chosen among
Alvarez & Marsal's personnel as a result of his background in
the apparel and textile industries, in addition to his
accounting and business management experience.

The Cohn Agreement provides that Mr. Cohn shall work with and
assist senior management of the Company in these areas:

     i) overall management of the Company's operations;

    ii) assist in overseeing the financial areas by directing
         the activities of the Controller;

   iii) communications with shareholders and creditors of the
        Company and meetings with representatives of such
        constituents in connection with the formulation,
        negotiation and execution of a plan of reorganization
        and to discuss the business operations, financial
        performance and general condition of the Company; and

    iv) other activities as approved by the Board and agreed to
        by A&M from time to time.

The Debtors agree to pay Alvarez & Marsal the sum of $95,000 for
the period ending February 28, 2002 and $95,000 monthly
thereafter for Mr. Cohn's services. The Debtors also agree to
pay Additional Officers at these rates:

     Managing Director      $450 per hour
     Director               $350 per hour
     Associate              $250 per hour
     Analyst                $150 per hour

Cohn's training has given him special expertise in turning
around troubled companies. The Debtors believe that Cohn's
skills offer them the best opportunity to come out of these
proceedings as a sound business enterprise.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 5, 2002. Alan B. Miller, Esq. at Weil, Gotshal &
Manges, LLP represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $308,761,000 in assets and $255,157,000 in
debts.


KMART CORP: Rejecting GECC Equipment Lease to Save $20+ Million
---------------------------------------------------------------
General Electric Capital Corporation leased to The Coolidge
Group a certain self-checkout equipment under the GE Capital
Schedule No. 010 dated November 29, 2001 of the Master Lease
Agreement.

Mark A. McDermott, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, relates that the leased equipment
was supposed to be installed in certain of Kmart Corporation's
stores.  "It was supposed to be used by customers to pay for
merchandise without the assistance of a Kmart associate at the
conclusion of the customer's shopping visit," Mr. McDermott
explains.  However, the Equipment was never installed.  The
Debtors have also decided that the Self-Checkout program will
not be expanded at this time.

Since the Equipment is not needed, the Debtors seek the Court's
authority to reject the Agreement effective as of March 1, 2002.
"Rejection will save the Debtors approximately $20,000,000 over
the lift of the Agreement," Mr. McDermott estimates. (Kmart
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


KMART CORP: Intends to Reject Equipment Lease with Varilease
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates seek the Court's
authority to reject their Agreements with Varilease Technology
Group Inc. consisting of Schedules 1, 7, 10 and 17 to the Master
Equipment Lease Agreement dated October 25, 2000.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, tells the Court that:

  (a) Schedules 1 and 10 were subsequently assigned by Varilease
      to Pulman Bank & Trust Company;

  (b) Schedule 7 was subsequently assigned by Varilease to GCI
      Capital Inc.; and

  (c) Schedule 17 was subsequently assigned by Varilease to HSBC
      Bank USA.

The Debtors want the rejection of the Agreements to be effective
as of April 26, 2002.

Pursuant to the Agreements, Mr. Ivester says, the Debtors leased
certain photograph processing equipment used in various of the
Debtors' stores.  But now that the stores in which the Equipment
was used are now closed or are being close, Mr. Ivester points
out that the Equipment is no longer useful to the Debtors.  The
Debtors doubt they can sell their rights under the Agreements.
Thus, Mr. Ivester asserts, the Debtors must be allowed to reject
the Agreements because any continued lease payments would only
unnecessarily drain the Debtors' resources.  "The estimated
costs to the Debtors of the Equipment under the Agreements is
approximately $2,300,000 over the life of the Agreements," Mr.
Ivester reports.  According to Mr. Ivester, the Debtors already
notified Varilease and the Assignees of their intention to
reject the Agreements on April 26, 2002. (Kmart Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LTV CORP: Steel Unit Intends to Assume & Assign Pacts & Leases
--------------------------------------------------------------
Debtor LTV Steel Company, Inc., and its related and subsidiary
Debtors, notify interested parties that, in connection with the
sale of the integrated steel business to WLR Acquisition
Corporation, the Debtors intend to assume and assign their
respective rights and obligations under certain of the executory
contracts and unexpired leases which include:

   Debtor         Non-Debtor         Contract
   Party            Party           Description        Assignee
   ------         ----------        -----------        --------
LTV Steel   Warren Consolidated  Road, Rail &   ISG Warren, Inc.
Company       Industries, Inc.     Utilities

LTV Steel   USX Corporation      Asset Purchase &    ISG Indiana
Company                            & Sale Agreement     Harbor

LTV Steel   USX Corporation      Services &          ISG Indiana
Company                            Access Agreement     Harbor

LTV Steel     USX Corporation      Assignment and    ISG Indiana
Company                            Assumption Agreement  Harbor

LTV Steel     U.S. Steel Group     Ground Lease      ISG Indiana
Company                            $47,100               Harbor

LTV Steel     U.S. Steel Group     Supply Agreement  ISG Indiana
                                                         Harbor

LTV Steel     U.S. Steel Group     Tolling Agreement ISG Indiana
                                                         Harbor

LTV Corp.     Sumitomo Metal USA   Undertaking     ISG Cleveland
                                    Agreement

LTV Corp.     L-S Electro-Galvan.  Undertaking     ISG Cleveland
               C/0 LTV Steel        Agreement

LTV Corp.     Sumikin EGL Corp.    Undertaking     ISG Cleveland
                                    Agreement

LTV Corp.     LTV/EGL Holding Co.  Undertaking     ISG Cleveland
                                    Agreement

LTV Corp.     Cleveland Steel Fac. Undertaking     ISG Cleveland
                                    Agreement

LTV Corp.     Sumitomo Metal       Side Agreement  ISG Cleveland
               Industries, Ltd.

LTV Steel     L-S Electro-Galvan.  Administrative  ISG Cleveland
               C/o LTV Steel        Services

LTV Corp.     Sumikin EGL Corp.    Administrative  ISG Cleveland
                                    Services

LTV Corp.     LTV/EGL Holding Co.  Administrative  ISG Cleveland
                                    Services

LTV Corp.     Sumitomo Metal       Side Agreement  ISG Cleveland
               Industries, Ltd.

LTV Steel     L-S Electro-Galvan.  Administrative  ISG Cleveland
               C/o LTV Steel        Services

LTV Steel     Sumikin EGL Corp.    Administrative  ISG Cleveland
                                    Services

LTV Steel     LTV/EGL Holding Co.  Administrative  ISG Cleveland
                                    Services

LTV Electro-  L-S Electro-Galvan.  Electro-Galvan. ISG Cleveland
Galvanizing   c/o LTV Steel        Steel Tolling
                                    Agreement

LTV Electro-  Sumikin EGL Corp.    Electro-Galvan. ISG Cleveland
Galvanizing                        Steel Tolling
                                    Agreement

LTV Electro-  LTV/EGL Holding Co.  Electro-Galvan. ISG Cleveland
Galvanizing                        Steel Tolling
                                    Agreement

LTV Steel     L-S Electro-Galvan.  Support Fac.    ISG Cleveland
               C/o LTV Steel        Agreement

LTV Steel     Lorain Port Author.  Lake Erie       ISG Cleveland
                                    Submerged
                                    Lands Lease

LTV Steel     Actava SHL, Inc.   Safe Harbor Lease ISG Cleveland
West

LTV Steel     Actava SHL, Inc.     Safe Harbor Lease ISG Indiana
                                                          Harbor

LTV Steel     Duck Creek Energy    Natural Gas     ISG Cleveland
                                   Purchase Agreement

LTV Steel     Duck Creek Energy    Lease Agreement ISG Cleveland

LTV Steel     Central & SW Corp.   Safe Harbor Lease ISG Indiana
                                                          Harbor

LTV Steel     Cleveland Steel Fac. Consent to      ISG Cleveland
                                    Collateral
                                    Assignment

LTV Corp. &   Cleveland Steel Fac. Environmental  ISG Cleveland,
Inc.                               Indemnity
LTV Electro-                       Agreement
Galvanizing

LTV Steel   Atlantic Richfield   Safe Harbor Lease ISG Cleveland

LTV Steel     Atlantic Richfield   Safe Harbor Lease ISG Indiana
                                                          Harbor

LTV Steel   Warren Consolidated  Option to Purchase ISG Warren,
             Industries, Inc.                            Inc.

LTV Steel   The City of Lorain   License Agreement ISG Cleveland

                      Warren Consolidated Objects:
                    Cure Costs are $5M Plus, Not Zero

Warren Consolidated Industries, Inc., represented by Patrick J.
Keating of the Akron firm of Buckingham Doolittle & Burroughs,
objects, telling Judge Bodoh that WCI objects because the cure
costs are far from the $0.00 claimed by the Debtor.  As of March
28, 2002, by WCI calculations, LTV owed WCI under the Utilities
Agreement, prepetition, $3,243,738.  Postpetition, LTV owes WCI
an additional $1,856,891. Because WCI continues to provide steam
on an ongoing basis from March 28, 2002, WCI anticipates
additional costs due and owing from LTV. Assuming that the asset
purchase closes as scheduled, WCI estimates LTV will owe at
least an additional $150,000.

WCI does not object to the assumption and assignment of the
Option to Purchase at a cure cost of $0.00.  Nor does it object
to the assumption and assignment of the Road, Rail and Utilities
Agreement - provided it is paid the full amount of the cure
costs of $5,180,629, plus whatever other charges accrue between
March 28 and closing.  Further, WCI seeks adequate assurance
that, on an ongoing basis, LTV and its assignees will provide
adequate assurance of payment for services provided under the
Utilities Agreement for any and all services WCI provides.

                          US Steel Objects:
                     There's A Cure Amount - Maybe

United States Steel Corporation, as successor by merger to USX
Corporation, objects, not to the assumption and assignment, but
to the cure costs of zero.  Timothy J. Hurley of Taft Stettinius
& Hollister of Cincinnati tell Judge Bodoh that LTV's claim that
there are no cure costs is based primarily on its position that
the amount of U.S. Steel's current obligations to LTV under the
U.S. Steel Agreements exceeds the amount of LTV's current
obligations to U.S. Steel and that when these obligations are
netted, LTV is owed by U.S. Steel and there are no cure amounts.

U.S. Steel acknowledges that it owes or will owe certain amounts
to LTV under the U.S. Steel Agreements (e.g., U.S. Steel's
obligation to pay LTV certain utility charges incurred during
the month of March 2002).  U.S. Steel is reviewing LTV's claims
and expects to continue its discussions with LTV to determine
whether or not the net balance is lwed to U.S. Steel, in which
case there is a cure amount, or conversely, to LTV, in which
case there is no cure amount.  In the event that U.S. Steel
concludes there is a cure amount and U.S. Steel and LTV are
unable to resolve any disagreement on this point, this objection
should be heard by Judge Bodoh on April 23, 2002 at the next
omnibus hearing, or at such other date as is agreed by the
parties.

                LTV Responds to Warren Objection

LTV's response to the Warren objection is to remove the Road,
Rail and Utilities Agreement from the list of contracts to be
assumed.  However, LTV says that this action is not a rejection
of the contract.  The Debtors reserve their right to assume or
reject any of the removed agreements at such time as they deem
appropriate, in accord with the Bankruptcy Code and any prior
orders by Judge Bodoh. (LTV Bankruptcy News, Issue No. 29;  
Bankruptcy Creditors' Service, Inc., 609/392-00900)


LEINER HEALTH: Gets OK to Retain Debevoise & Plimpton as Counsel
----------------------------------------------------------------
Leiner Health Products Group Inc. and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to employ and retain Debevoise &
Plimpton as their special counsel, nunc pro tunc to February 28,
2002.

The professional services that Debevoise & Plimpton will render
to the Debtors may include providing advice in matters
concerning securities laws and the Securities and Exchange
Commission, government inquiries, tax law and debt and equity
financing.  Currently, Debevoise & Plimpton is involved, on
Leiner's behalf, in the negotiation of the New Credit Facility
contemplated in the Plan which Leiner described in its
Disclosure Statement.

Debevoise & Plimpton will work with the Debtors' counsel,
Levene, Neale, Bender, Rankin & Brill L.L.P., and the Debtors'
local counsel, Richards, Layton & Finger, P.A., to ensure that
there is no duplication of services between the firms.

The current hourly rates of the partners, associates and legal
assistants of Debevoise & Plimpton who are expected to render
services to the Debtors in connection with these Chapter 11
cases are:

          Steven Gross          $665 per hour
          Franci Blassberg      $665 per hour
          Andrew Berg           $665 per hour
          Richard Hahn          $660 per hour
          Paul Brusiloff        $540 per hour
          Marc Kushner          $500 per hour
          Huey-Fun Lee          $435 per hour
          Hilary Sokolowski     $435 per hour
          Vadim Mahmoudov       $335 per hour
          Njeri Nginyo          $335 per hour
          Yeun-Joo Lee          $295 per hour
          Christopher Rosekrans $240 per hour
          Eileen Suh            $240 per hour

Leiner Health Products Group, Inc. manufacture vitamins,  
minerals and nutritional supplements.The Company filed for
chapter 11 protection on February 28, 2002. Mark D. Collins,
Esq. at Richards, Layton & Finger, PA and David W. Levene, Esq.
at Levene, Neale, Bender, Rankin & Brill LLP represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $353,139,000 in
total assets and $493,594,000 in total debts.


LERNOUT & HAUSPIE: Holdings' Discl. Statement Hearing on May 24
---------------------------------------------------------------
L&H Holdings USA, Inc., and Lernout & Hauspie Speech Products,
N.V., announce that they have determined that the most efficient
course of action to resolve these chapter 11 cases is to proceed
with a plan of liquidation relating solely to the claims against
and equity interests in Holdings.  Prior to the Petition Date,
Holdings, unlike L&H NV, was not a party to any public debt
issues or credit facilities (although it did have trade debt).  
Accordingly, making distributions to holders of Allowed Claims
against and Equity Interests in Holdings did not require the
more complicated plan structure that will be utilized by L&H NV
to make distributions to that company's various creditor
constituencies. The pendency of the Belgian case, and the
possibility that the restrictions imposed on L&H NV in the
Belgian case might interfere with its ability to consummate a
joint plan with Holdings in the United States have led Holdings
to pursue its own plan of liquidation.

Furthermore, since adjourning the Joint Plan originally filed in
these cases, Holdings and L&H NV have sold the majority of their
assets, including the Speech and Language Technology Division.  
The proceeds of these sales have generated assets which will be
distributed to certain holders of Allowed Claims against and
Equity Interests in Holdings under the terms of its First
Amended Plan of Liquidation.  The First Amended Plan sets out
the classification and distribution to the holders of claims and
interests in Holdings following the liquidation of Holdings'
remaining assets.

The Plan has two major components: the distribution to holders
of Allowed Claims against and Equity Interests in Holdings of
the proceeds of sale of Holdings' assets, and the assignment of
the Debtors' causes of action to L&H NV to pursue claims that
Holdings may have against third parties arising from events
which preceded these chapter 11 filings.

Holdings says it anticipates that the holders of Allowed
Unsecured Claims will receive a distribution equal to the full
principal amount of their claims, without interest, with any
remaining distribution being paid to holders of Allowed Equity
Interests and Allowed Security Interest Claims.

                        Cash Projections

Holdings contemplates that large portion of the distributions
under the Plan will be funded by the transfer of the ScanSoft
stock.  Additional funds, if any, available from the continued
liquidation and conversion of Holdings' remaining assets to cash
will be distributed subsequent to the initial date on which
Distributions are made.  Based on these estimates, and on
Holdings' estimate of the total amount of unsecured claims,
Holdings projects that each holder of an Allowed Unsecured
Claim will receive payment of the full amount of the principal
of the claim.  Holdings offers no assurance, however, that the
holders of Allowed Unsecured Claims will receive payment in such
a principal amount.  The actual distribution "may vary
materially" from that percentage and depends on (i) the ultimate
amount of Allowed Claims of all classes, (ii) amounts ultimately
received from, among other things, the liquidation of the
remaining assets, including the common stock of ScanSoft, and
(iii) collection of accounts receivable.

                   Record Date for Distributions

The Record Date is the date on which entitlement to distribution
under the Plan is determined.  With respect to holders of
Allowed Claims, this will mean the Confirmation Date, and for
each subsequent Quarterly Distribution Date, will mean the 20th
business day prior to such Quarterly Distribution Date.  With
respect to the holders of Allowed Equity Interests, the Record
Date is the Effective Date.

Except as otherwise provided in a final order that is not
subject to any stay, the transferees of claims that are
transferred under Fed R Bankr Pro 3001 on or prior to the Record
Date will be treated as the holders of such Claims for all
purposes, notwithstanding that any period provided by Fed R
Bankr Pro 3001 for objecting to such transfer has not expired by
the Record Date.

                    The Plan Administrator

The Plan Administrator will be a person or entity, other than
Holdings or Post-Effective Date Holdings, as designated by the
L&H Creditors' Committee on or before the Confirmation Date, to
serve as Holdings' agent (a) to make Distributions under the
Plan and administer the Disputed Claim Reserve with respect to
Classes of Claims, and (b) to serve as the sole officer and
director for Post-Effective Date Holdings.

                     Disputed Claim Reserves

On the Effective Date, or any later date on which Distributions
are required to be made on account of Allowed Claims or Equity
Interests, and after making all Distributions required to be
made on any date under the Plan, Post-Effective Date Holdings
will establish a separate Disputed Claims Reserve for each
Class, and despite the provisions described the duties of the
Plan Administrator, this provision states that the "Disputed
Claims Reserve will be administered by Post-Effective Date
Holdings".

Post-Effective Date Holdings will reserve a ratable proportion
of all cash or other distribution allocated for each Disputed
Claim, or such amount as may be agreed by the holder of such
Claim, and Post-Effective Date Holdings, or prior to
Confirmation, the Debtor.  Each Disputed Claim Reserve will be
closed upon a determination by Post-Effective Date Holdings that
all Distributions to that Class have been made.

Post-Effective Date Holdings will pay or cause to be paid out of
funds held in any of its Disputed Claims Reserve any tax imposed
by any federal, state or local governmental agency on the income
generated by such funds or property, and will cause to be filed
any related tax or information return.

                          Setoffs

The Debtor or Post-Effective Date Holdings may, but will not be
required to, set off against any Claim and the Distributions to
be made under the Plan on account of such Claim, any Claims of
any nature whatsoever that the Debtor may have against the
holder of the Claim. Neither the failure to do so nor the
allowance of a Claim under the Plan will constitute a waiver or
release by the Debtor or Post-Effective Date Holdings of any
right of setoff any of them may have against the holder of a
Claim.

                      Objections to Claims

As soon as practicable, but in no event later than 90 days after
the Effective Date, unless otherwise ordered by the  Court,
objections to Claims and Equity Interests will be filed with the
Bankruptcy Court and served upon the holders of the Claims to
which objections are made.

On and after the Effective Date, except for applications for
allowance of professional fees or as otherwise ordered by the
Bankruptcy Court, the filing, litigation, settlement or
withdrawal of all objections to Claims or Interests will be the
responsibility of Post-Effective Date Holdings.  Prior to the
Effective Date, such matters will be the responsibility of the
Debtor.

If a portion of a Claim is a Disputed Claim, no payment or
Distribution will be made under the Plan on account of the
portion of the Claim that is disputed until and unless the
Disputed Claim becomes an Allowed Claim by court order, but
payment or Distribution will be made on account of any portion
of the Claim which is an Allowed Claim.

             Executory Contracts and Unexpired Lease

The Debtor will present an Assumption Schedule, and all
executory contracts and unexpired leases not included on that
Schedule will be rejected automatically as of the Confirmation
Date.  The Confirmation Order will constitute an Order approving
the assumption or rejection, as the case may be, of such
unexpired leases and executory contracts.

If an executory contract or unexpired lease is rejected through
the Confirmation Order, and such rejection results in an
Administrative Expense Claim or a Claim, then the Claim or
Administrative Expense Claim will be discharged and barred
forever and will not be enforceable against Holdings, Post-
Effective Date Holdings, or any of either of their property or
estate, unless a proof of Claim or proof of Administrative
Expense Claim is filed with the Clerk of the Bankruptcy court
and served on counsel to Holdings and counsel to the L&H
Creditors' Committee within 30 days of the earlier to occur of:

       (1) the Confirmation Date, or

       (2) entry of an Order by the Bankruptcy Court authorizing
the rejection of such unexpired lease or executory contract.

                 Release of Intercompany Claims

As of the Effective Date, Holdings and Post-Effective Date
Holdings will release any and all Claims, other claims, or
Causes of Action they have, may have or claim to have, which are
property of, assertable on behalf of, or derivative of Holdings
or the Holdings estate against L&H NV or its Affiliates (other
than Holdings).   On the Effective Date, L&H NV and its
Affiliates will execute a mutual release agreement with Holdings
releasing any and all Claims against Holdings and Post-Effective
Date Holdings.

However, these mutual releases will not include a release of (a)
certain claims relating to intercompany allocation of management
costs, corporate marketing costs, professional fees and
expenses, DIP fees, interest and related expense, and insurance
costs (which allocations have been or will be approved by the
Bankruptcy Court), and (b) the U.S. Merger Claims and other U.S.
Claims assigned to L&H NV under the settlement with the Baker
Parties.

                          Exculpation

None of Holdings, Post-Effective Date Holdings, or any
exculpated parties will have or incur any liability to any
holder of a Claim or Security Interest for any act or omission
in connection with, related to or arising out of (a) the chapter
11 plan, (b) the pursuit of confirmation of the Plan, (c) the
consummation of the Plan, its administration, or the property to
be distributed under the Plan, (d) the negotiation, formulation
and preparation of the Plan, and (f) any of the terms,
settlements, conditions, settlements, or compromises in the
Plan.

                      Best Interests of Creditors

After consideration of the effect that a chapter 7 would have on
the ultimate proceeds available for distribution to Holdings'
creditors and equity interest holders, including (a) increased
costs and expenses of liquidation arising from fees payable to
the chapter 7 trustee and his or her attorneys, other
professionals and advisors, (b) additional expenses and claims,
some of which would be entitled to priority which would be
generated during liquidation, and from the rejection of
unexpired leases and executory contracts in connection with the
cessation of operations of Holdings, (c) the erosion of value of
Holdings' assets in the context of an expedited liquidation
required under chapter 7 and the "fire sale" atmosphere that
would prevail, (d) the adverse effects on the salability of
certain portions of the business that could result from the
departure of key employees and the loss of customers and
vendors, (e) the cost and expense of the time value of money
resulting from what is likely to be a more protracted
proceeding, and (f) the application of the absolute priority
rule to distributions in a chapter 7, Holdings has determined
that confirmation of a plan will provide each holder of a Claim
or Equity Interest entitled to vote with a greater recovery than
such holder would receive under a chapter 7 proceeding.

    Officers And Directors Of Post-Effective Date Holdings

Upon the Effective Date, each of the existing officers and
members of the Board of Directors of L&H Holdings shall be
deemed to have resigned. The Plan Administrator shall serve as
the sole officer and the sole director for Post-Effective Date
L&H Holdings through the date that Post-Effective Date L&H
Holdings is dissolved in accordance with the Plan. Further, if a
jurisdiction in which Post-Effective Date L&H Holdings is
incorporated, chartered or organized, as the case may be,
requires that an officer and/or director of Post-Effective Date
L&H Holdings be a resident or citizen of such jurisdiction, the
Plan Administrator shall be deemed to satisfy this requirement
regardless of where in fact the Plan Administrator is a resident
or citizen.

In addition to the foregoing, the Plan Administrator, at its
sole option, may select an agent that is a citizen or resident
of such jurisdiction to further satisfy such requirement.

     Operations of the L&H Holdings Between Confirmation
                  and the Effective Date

Holdings shall continue to operate as Debtor in Possession
during the period from the Confirmation Date through and until
the Effective Date.

                 Closing of Chapter 11 Case

When a Disputed Claims filed against the Debtor become Allowed
Claims or have become a Disallowed Claim, and all remaining
assets have been liquidated and converted into Cash, and that
Cash has been distributed in accordance with the terms of this
Plan, or at such earlier time as the Plan Administrator deems
appropriate, the Plan Administrator shall seek authority from
the Bankruptcy Court to close the Chapter 11 Case in accordance
with the Bankruptcy Code and the Bankruptcy Rules.

                   Exclusivity Period

Subject to further order of the Bankruptcy Court Holdings shall,
pursuant to section 1121 of the Bankruptcy Code, retain the
exclusive right to amend the Plan and solicit acceptances
thereof until the Effective Date (or until the earliest date on
which the Effective Date can no longer occur pursuant to the
Plan.

               Hearing on Disclosure Statement

A hearing on the adequacy of the information in the First
Amended Disclosure Statement has been scheduled for May 24,
2002, at 10:00, subject to continuation from time to time,
before Judge Judith Wizmur. Any objections to the Disclosure
Statement must be filed on or before May 17, 2002.
(L&H/Dictaphone Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LOUISIANA-PACIFIC: S&P Revises Outlook on Low-B's to Stable
-----------------------------------------------------------
On May 10, 2002, Standard & Poor's revised its outlook on
Louisiana-Pacific Corp. to stable from negative. Standard &
Poor's affirmed its ratings, including its double-'B' corporate
credit rating on the company.

The outlook revision follows:

LP's announcement of a major asset sale program and plans to
significantly reduce debt; and, Improved market conditions so
far this year for most of LP's products which, in tandem with
cost reduction, have caused credit measures to strengthen
somewhat from the very weak levels of the past year. Plans call
for the sale of the company's 935,000 acres of primarily
southern timberlands along with its plywood, industrial panels
and lumber businesses. Management expects to complete the
majority of divestitures in 12 to 18 months and generate $600
million to $700 million of net proceeds.

Focusing on profitable segments in which LP has favorable cost
and market positions and good growth opportunities makes
strategic sense. If the company is successful in selling assets
and debt reduction is permanent, lower debt leverage and more
targeted capital investment would be major advantages in
countering the extreme cyclicality LP faces.

Louisiana-Pacific is the largest North American oriented
strandboard (OSB) producer with about a 29% market share, and
most operations are cost-competitive. The other businesses to be
retained (engineered and composite wood products and plastic
building products) vary with respect to profitability and stage
of development, although all are currently profitable. The
businesses to be sold have generally not performed well, but
various assets could be attractive to certain buyers. Earnings
and cash flow will remain subject to wide swings due to the
company's narrow product focus within cyclical, commodity
markets. Last year saw a severe downturn in OSB and lumber
pricing. However, this year is off to a strong start, primarily
because of the favorable weather conditions and a high level of
construction in most of the company's markets during the first
quarter, tighter supply and demand, and higher prices. In
addition, the company has implemented considerable operating
cost reductions during the past year. Credit measures, although
greatly improved, are still subpar for the ratings. EBITDA
interest coverage was about 2.6 times (x) during the first
quarter and 1.9x during the last twelve months, with funds from
operations to debt almost 10%. Debt (excluding nonrecourse
timber notes and including contingency reserves) to capital is
substantially unchanged at about 47%. Other measures taken
during the past year--reductions in capital spending,
elimination of the dividend, and completion of a major debt
refinancing--provide sufficient financial flexibility.

                         Outlook

Management's desire to significantly reduce debt and focus on
businesses in which the company has competitive market and cost
positions should help stabilize credit quality and result in
acceptable performance throughout the business cycle.

                      Ratings List:

               * Corporate credit rating BB

               * Senior secured debt BB+

               * Senior unsecured debt BB-

               * Subordinated debt B+


LUCENT TECHNOLOGIES: Appoints Denham and Goldin as Board Members
----------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced the election of
Robert E. Denham and Daniel S. Goldin to the company's board
of directors, and the resignation of Betsy S. Atkins.

Mr. Denham, 56, is a partner in the law firm of Munger, Tolles &
Olson LLP. He rejoined the firm as a partner in 1998 after
serving as the chairman and chief executive officer of Salomon
Inc.  Mr. Denham's practice emphasizes advising clients on
strategic and financial issues.

Mr. Goldin, 61, is a senior fellow at the Council on
Competitiveness, where he works with America's corporate and
academic leaders to help improve the nation's productivity,
security and competitiveness.  Prior to being named a fellow at
the Council, Mr. Goldin served for nine years as administrator
of NASA.

Mr. Goldin assumes the unexpired term of Atkins, 46, who
resigned to join the board of directors of UTStarcom, Inc.  
Denham's appointment represents a new seat on Lucent's expanded
board of directors.

"It has always been our plan to expand our board after we
achieved significant progress with our business restructuring
efforts.  With the strides we have made over the past year, the
timing is right to move forward," said Lucent Chief Executive
Officer Pat Russo. "Bob offers a unique blend of very strong
strategic and financial skills, and Dan provides a depth of
experience in groundbreaking technology.  I'm looking forward to
the wealth of knowledge and experience that they will bring to
our board as we continue to drive toward profitability and
technological leadership as the equipment provider of choice for
the world's largest service providers," said Russo. "We thank
Betsy for her contributions to our board of directors and we
wish her well in her new endeavors."

Russo noted that the company plans to continue its efforts to
further expand the board.

                    Robert E. Denham

Denham is a member of the board of directors of U.S. Trust
Company, Wesco Financial Corporation, Fomento Economico
Mexicano, S.A. de CV and the John D. and Catherine T. MacArthur
Foundation.  In addition, Denham is a trustee of the Natural
Resources Defense Council; The Conference Board, of which he is
vice chairman; and the New School University.  He is also a
public member of the Professional Ethics Executive Committee of
the American Institute of Certified Public Accountants.  He is a
past co-chairman of the Capital Formation Subcouncil of the
Competitiveness Policy Council, a past member of the OECD
Business Sector Advisory Group on Corporate Governance, and was
a Presidential appointee to the APEC Business Advisory Council
and the Bipartisan Commission on Entitlement and Tax Reform.

Denham is a magna cum laude graduate of the University of Texas,
where he was elected to Phi Beta Kappa.  He received a master's
degree in government from Harvard University in 1968 and a J.D.
from Harvard Law School in 1971, where he graduated magna cum
laude.

                      Daniel S. Goldin

As NASA's longest-serving administrator, Goldin worked to
implement aggressive policies under constrained budgets to
assure NASA's unprecedented leadership role in the world.  While
at NASA, Goldin helped to pioneer technologies that led to
unparalleled development of American aircraft, spacecraft and
launch vehicles.

Before joining NASA in 1992, Goldin worked for 25 years at TRW,
most recently as vice president and general manager of the TRW
Space and Technology Group.  During his career there, Goldin led
projects for America's defense and conceptualized and managed
production of advanced communication spacecraft, space
technologies and scientific instruments.

Goldin has been awarded 16 honorary doctorates from some of the
world's leading universities and is a member of the National
Academy of Engineers and a Fellow of the American Institute of
Aeronautics and Astronautics.

The election of Denham and Goldin expands Lucent Technologies'
board of directors to eight members.  They join Henry Schacht,
Pat Russo and outside directors Paul Allaire, Carla Hills,
Franklin Thomas and John Young.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks.  The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new revenue-generating services that help businesses and
consumers. For more information on Lucent Technologies, visit
its Web site at http://www.lucent.com  

                         *   *   *

As previously reported, Fitch affirmed its BB- rating on Lucent
Technologies' senior credit facility and at the same time rated
its $1.5 billion Trust Preferred Securities at B.  Standard &
Poor's, on the other hand, lowered the company's corporate
credit rating to B+, while it junked Lucent's $1.5 billion
convertible trust securities.

                        *    *    *

Lucent Technologies' 7.7% bonds due 2010 (LUCENT5), DebtTraders
says, are quoted at a price of 67. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=LUCENT5


LYNCH CORP: Q1 2002 Shareholders' Equity Deficit Tops $7.7 Mill.
----------------------------------------------------------------
Lynch Corporation (NYSE: LGL) announced sales of $7,003,000 and
a net loss of $292,000 for the quarter that ended March 31,
2002.  Financial results for the first quarter of 2001 exclude
Spinnaker Industries, Inc., which was deconsolidated effective
September 30, 2001.

Ralph R. Papitto, Lynch chairman and chief executive officer,
said that, in September, the company reduced its voting control
in Spinnaker to below 50 percent, by transferring a small number
of shares to a not-for-profit organization.  At that time, the
shares had little value and currently have no value.

"This action, called a deconsolidation, relieved Lynch
Corporation of Spinnaker's debt burden and strengthened our
balance sheet," Papitto said, "but it also makes meaningful
year-to-year comparisons of sales and earnings difficult."

First quarter 2002 sales were $7,003,000 versus $53,548,000 in
the corresponding period of 2001, which included Spinnaker's
sales of $37,960,000. The first quarter 2002 net loss of
$292,000, or ($0.19) per share, was $35,778,000 less than the
first quarter 2001 net loss of $36,070,000, or ($23.88) per
share, because first quarter 2001 included net losses
attributable to Spinnaker of $36.8 million.

Lynch reported that its owned and operated subsidiaries, M-tron
Industries and Lynch Systems, generated $7,003,000 in revenues
for the three months ended March 31, 2002, down from $15,588,000
for the comparable period in 2001.  Net loss for the owned and
operated subsidiaries was $292,000 for the first three months of
2002, a $0.19 per share loss, compared to pro-forma net earnings
of $734,000, or positive $0.49 per share, for the comparable
period a year ago. Lynch reported three-month EBITDA for the
owned and operated subsidiaries of ($91,000), which compares to
a positive $1,769,000 in the same period of 2001.

"The dramatic reduction in the level and timing of capital
spending for telecommunications infrastructure equipment has
been widely reported," Papitto said.  "This reduction, which has
continued for a longer time than was predicted, will continue to
affect M-tron's results for the year."

Nonetheless, as of March 31, 2002, Lynch Corporation had
$7,255,000 in cash, $3,285,000 in debt, and working capital of
$9,361,000.

Also, at March 31, 2002, the company reported a total
shareholders' equity deficit of $7.7 million.

Pursuant to Spinnaker's filing for relief under Chapter 11 of
the Bankruptcy Code on November 13, 2001, the divestiture of
Spinnaker was successfully concluded on March 28th and the sale
of its subsidiary, Entoleter, closed on April 6, 2002.  In
accordance with Spinnaker and Entoleter concluding their plans
of liquidation, Lynch Corporation anticipates that the
$19,420,000 "loss in excess of investment" on the Lynch
Corporation balance sheet of March 31, 2002, will become a non-
cash income item and will increase shareholders' equity by the
end of the second quarter of 2002.  If the liquidation of
Spinnaker and Entoleter had been completed on March 31, 2002,
Lynch Corporation's pro forma equity would have been
$11,709,000, not the reported amount: a negative $7,711,000.

Richard E. McGrail, president and chief operating officer, said
that Lynch Corporation has made substantial investments in
product R&D, engineering staff, and manufacturing systems at its
two operating units, Lynch Systems, Bainbridge, Ga., and M-tron
Industries, Yankton, S.D.  Lynch Systems produces advanced
manufacturing systems for the electronic display and consumer
glass industries.  M-tron manufactures custom-designed
electronic components, such as quartz crystals and oscillators,
for such communications systems as fixed and mobile wireless,
copper wire, coaxial cable, and fiber optic systems.

"As a result, we believe that we are well positioned to take
advantage of the economy's turn-around, which many analysts say
has already begun," McGrail said.

"No one can guarantee results," Papitto said, "but we do promise
shareholders a maximum effort to create an industry-leading,
growing, profitable corporation."

Lynch Corporation is listed on the American Stock Exchange under
the symbol LGL.  For more information on the company, contact
Raymond H. Keller, Vice President and Chief Financial Officer,
Lynch Corporation, 50 Kennedy Plaza, Suite 1250, Providence, RI
02903-2360, (401) 453-2007, ray.keller@lynch-mail.com, or visit
the company's Web site: http://www.lynchcorp.com  


MARINER POST-ACUTE: Emerges from Chapter 11 Proceedings
-------------------------------------------------------
Mariner Post-Acute Network, Inc. (OTC Bulletin Board: MPANQ) and
Mariner Health Group, Inc. said that they have emerged from
Chapter 11 following the successful implementation of their
Second Amended Joint Plan of Reorganization on May 13, 2002.  In
connection with this event, Mariner Post- Acute Network, Inc.
changed its name to Mariner Health Care, Inc.

"We are pleased that our reorganization is complete and that we
have achieved our goal of combining the capital structures of
Mariner Post-Acute Network and Mariner Health Group.  We are
emerging as a stronger and more focused company, ready to meet
the challenges of the changing long-term care market," said C.
Christian Winkle, President and Chief Executive Officer of
Mariner Health Care.

In connection with the emergence from bankruptcy, Mariner Health
Care entered into a $297 million senior exit financing
(consisting of a $212 million term loan and a $85 million
revolver) with a group of financial institutions.  The Exit
Financing will be used to pay certain obligations to creditors
as set forth in the joint plan of reorganization as well as to
provide Mariner Health Care with working capital.

Mariner Health Care also announced that it has filed a
Registration Statement on Form 8-A with the Securities and
Exchange Commission to register its common stock under Section
12(g) of the Securities Exchange Act of 1934.  The Form 8-A also
registered warrants to purchase common stock of Mariner Health
Care, issued in accordance with the joint plan of
reorganization.  The Form 8-A became effective upon filing.  
Mariner Health Care will maintain its status as a public
company, subject to the periodic reporting requirements of the
Securities Exchange Act of 1934.

Throughout the bankruptcy process, Mariner Health Care and its
subsidiaries continued to provide quality care and maintained
normal operations in their skilled nursing facilities and long-
term acute care hospitals.  "When we filed for Chapter 11, we
promised uninterrupted, quality care for the patients, residents
and families who rely on us," Mr. Winkle said.  "The fulfillment
of our promise to meet the needs of our residents and patients
and maintain business as usual is a testament to the dedication
and commitment of our employees."

Headquartered in Atlanta, Mariner Health Care presently operates
approximately 300 skilled nursing and assisted living facilities
representing approximately 38,000 beds across the country as
well as 13 long-term acute care hospitals.


METALS USA: Proposes Uniform Miscellaneous Asset Sale Procedures
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates ask the Court to
approve the Procedures for the Sale of $5,000,000 worth of
Miscellaneous Assets pursuant to Section 363 of the Bankruptcy
Code.

Jonathan C. Bolton, Esq., at Fulbright & Jaworski LLP in
Houston, Texas, tells the Court the Debtors are currently in
negotiations concerning the Miscellaneous Assets. The Debtors
can maximize the value such assets provide to the Debtors'
estate if the sales are effectuated in the near future. Mr.
Bolton believes that the proposed procedures for the conduct of
the sales will help to accomplish the sales more quickly and
will aid the Court, the Creditors' Committee and the Bank Group
in analyzing and approving them. The Creditors' Committee and
the Bank Group have not expressed any objection to this Motion.
The Miscellaneous Assets are all subject to liens in favor of
the Bank Group.

The Debtors ask the Court to grant them authority to sell any
individual Miscellaneous Asset having a value of less than
$100,000, without the necessity of any further hearing, by
following these procedures:

A. All sales will be for cash and no single sale to any one
    purchaser will aggregate more than $500,000.

B. Debtors will file and serve a Notice of Sale of Miscellaneous
    Assets to:

    a. the United States Trustee for the Southern District of
       Texas,

    b. Counsel for the Creditors' Committee,

    c. Counsel to the Bank Group and

    d. any party claiming a purchase money security interest in
       the Miscellaneous Asset to be sold.

    The Notice of Sale will provide a period of five business
    days in which an objection, if any, may be made to the price
    or terms of the proposed sale. If no objections are received
    within the Notice Period, Debtors would be authorized to
    sell the Miscellaneous Asset at the proposed price.

C. The Notice of Sale will provide the following information
    under oath:

    a. A description of the Miscellaneous Assets to be sold
       including the present location and ownership of the
       asset;

    b. The original purchase price and date, depreciation life,
       depreciated value, net book value and the age of the
       miscellaneous Assets to be sold;

    c. The proposed sales price for the Miscellaneous Assets and
       a description of the manner in which the price was
       obtained or negotiated including the number of bids
       received, and any other relevant factors that justify the
       sales price;

    d. The identity of the purchaser including a disclosure of
       any prior sales of Miscellaneous Asset sales transactions
       of the purchaser with Metals USA and a statement that the
       purchaser has no connection with Metals USA which would
       otherwise prohibit it from making an arms-length offer to
       purchase the Miscellaneous Assets;

    e. A statement that parties have a period of five business
       days within which to file an objection to the price or
       terms of the proposed sale and if no objections are
       received within the Notice Period, Debtors will be
       authorized to sell the Miscellaneous Asset at the
       proposed price pursuant to the Order granting the Motion;

    f. A copy of the proposed Bill of Sale.

D. At the conclusion of the Notice Period, if no objections are
    Received, Metals USA will deliver to the purchaser the Bill
    of Sale, a copy of the Notice of Sale and a copy of the
    Order granting this Motion;

E. Each proposed Bill of Sale will include a statement that
    delivery of the Bill of Sale to the purchaser constitutes a
    certification by Metals USA that it has delivered a Notice
    of Sale in compliance with the Order granting this Motion,
    that no objections were received during the Notice Period
    and that title is being transferred free and clear of liens
    pursuant to the Order; and

F. Should any party object to the proposed sale of any
    individual Miscellaneous Asset, Metals USA may file a
    separate motion pursuant to 11 U.S.C. Section 363 seeking
    specific Court approval for the transaction.

Mr. Bolton informs the Court that the Debtors already have
consummated several large sales of entire production facilities
and anticipate making other future assets sales pursuant to the
Sales Procedure Order. The Debtors, however, also own
approximately $5,000,000 worth of miscellaneous assets that were
either were not included in the prior sales or are not
anticipated to be part of any future sales. These include
equipment and inventory such as production line equipment and
machinery, forklifts, inventory racks, trucks, trailers,
industrial batteries and compressors.

Mr. Bolton justifies the relief requested by saying that since
the Miscellaneous Assets dispersed at various locations across
the country at various Debtors' facilities, it would be costly
to hold an auction for their sale. To transfer all the
Miscellaneous Assets to a central location for auction would
erode much of the expected value that might be received at such
sale. Meanwhile, if such assets are sold at individual auctions
at various locations throughout the country, the relatively
small volume of these leftovers at any one location would not
generate sufficient interest to justify an auction. Auctioneers'
fees, together with the administrative cost of approving
individual auctioneers for each sale, would further reduce the
net gain to the estate from the sale of the assets at numerous
individual auctions.

In addition, the procedures will result in a fair and reasonable
price for the Miscellaneous Assets and maximize the their value
to the Debtors' estate. Mr. Bolton submits that the provision
mandating a review of a proposed sale by the Bank Group, the
Creditor's Committee and the U.S. Trustee, meanwhile, will
ensure that the price obtained is sufficient and the result of
an arms length offer.

To further ensure the integrity of the Miscellaneous Asset Sales
Procedures, Mr. Bolton informs the Court the Debtors will
maintain a record of all sales made pursuant to the proposed
procedures and will, on or before confirmation of any plan, file
and serve a report of the sales of Miscellaneous Assets which
lists the assets sold, the depreciated value and net book value
of the assets sold, the price obtained, and the identity of the
purchasers. A copy of such report will be served on all parties
entitled to notice. (Metals USA Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSLINK FUNDING: S&P Junks Class F Certificates' Rating
-----------------------------------------------------------
Standard & Poor's lowered its ratings on classes E and F of
NationsLink Funding Corp.'s commercial loan pass-through
certificates series 1999-LTL-1 and removed them from CreditWatch
with negative implications, where they were placed on March 29,
2001. At the same time, ratings on the remaining classes are
affirmed.

The lowered ratings primarily reflect the weak performance of
one mortgage loan, and, secondarily, a decline of the credit
ratings of the tenants/guarantors in the credit lease (CTL) pool
component. The weighted average rating of the CTL pool has
declined to triple-'B'-plus from single-'A'-minus at issuance.

The affirmations reflect stable credit enhancement levels since
issuance and the overall improved financial performance of the
mortgage loan pool. With respect to the CTL pool, the
affirmations also reflect required credit support levels
generated by Standard & Poor's CTL model.

The pool consists of 110 CTL loans totaling $355.6 million and
18 non-CTL mortgage loans totaling $100.2 million. Capital Lease
Funding L.P. originated the CTL loans for securitization, while
NationsBank N.A. originated the non-CTL loans.

The weighted average debt service coverage (DSC) for the non-CTL
loans is 1.68 times (x), based on interim and year-end 2001 net
operating income (NOI) provided by the servicer. Financial data
was provided for 97% of the non-CTL loans. All of the loans have
DSCs that exceed 1.24x, with the exception of one, a $4.7
million mortgage loan that encumbers a 155-room, full-service
hotel in Memphis, Tenn. The DSC for this loan was negative for
the 12 months ending December 2001 and was 0.08x for the year
ending December 2000. The borrower was contemplating renovations
in late 2001 to make the hotel more competitive. To date, no
renovations have occurred, but the property continues to be well
maintained.

Since the CreditWatch placement in March 2001, the ratings on
two tenants, comprising 6.5% of the CTL pool, have been lowered,
and the rating on one tenant, comprising 1.3% of the CTL pool,
has been raised. The downgraded tenants include CareGroup Inc
(at 5.1% of the CTL pool), which had its rating lowered to
double-'B' from triple-'B'-minus, and McDonald's Corp. (at
1.4%), which had its rating lowered to single-'A'-plus from
double-'A'. Caremark Rx Inc.'s rating was raised to double-'B'-
plus from double-'B'. From issuance to the CreditWatch
placement, the public ratings of 11 tenants have been adjusted.
The ratings of seven tenants (34.6% of the CTL pool) were
lowered, while the ratings of four tenants (9.7%) have been
raised. The leases are bond type (22.8% of the CTL pool), triple
net (41.4%), or double net (35.7%). Standard & Poor's analysis
of CTL loans factors in a certain level of credit-tenant rating
volatility, which has the effect of limiting, to a certain
extent, the impact of credit-tenant rating changes on the CTL
pool's ratings.

The properties in the asset pool are dispersed in 28 states and
the District of Colombia. States with concentrations exceeding
10% of the total asset pool include Texas (11.5%), Massachusetts
(11.5%), New York (11.2%), and South Carolina (10.3%). Retail
(72.9% of the pool) and office (21.1%) are the most common
property types.

One loan, with an unpaid balance of $911,230, was reported 30
days delinquent on the April 22, 2002 distribution statement.
According to the master servicer, this was due to a processing
delay, and the payment has since been posted. All of the loans
are current, and no other delinquencies have been reported
during the past 16 months. None of the loans are in special
servicing.

Twenty-three loans, with an aggregate unpaid principal balance
of $41.6 million (9.1% of the total pool), are on the servicer's
watchlist. The aforementioned lodging property in Memphis, Tenn.
is the only non-CTL asset on the watchlist. Twenty of the loans,
with an aggregate balance of $32.5 million, appear on the
watchlist due to the financial condition of Rite Aid Corp.,
which comprises 9.5% of the CTL pool. One Pep-Boys property,
with of $1.4 million, appears on the watchlist due to vacancy.
The property has been vacant for more than a year. Although the
borrower has been trying to market the property, there are no
prospective tenants at this time. The remaining watchlist asset
is tenanted by a Sav-On, due to Albertson's announced store
closings. According to the borrower, no communications have been
received from Albertson's regarding the store in question. The
freestanding store is, according to the borrower, highly
profitable and in a high traffic area, and is expected to remain
open.

     Ratings Lowered And Removed From Creditwatch Negative

                    NationsLink Funding Corp.
     Commercial loan pass-through certs series 1999-LTL-1

                       Rating
          Class    To          From            Credit Support
          E        BB-         BB/Watch Neg    1.62%
          F        CCC         B/Watch Neg     0.81%

                       Ratings Affirmed

                    NationsLink Funding Corp.
       Commercial loan pass-through certs series 1999-LTL-1

          Class         Rating         Credit Support
          Class A-1     AAA            21.07%
          Class A-2     AAA            21.07%
          Class A-3     AAA            21.07%
          Class X       AAA            N/A
          Class B       AA             15.40%
          Class C       A              10.80%
          Class D       BBB            4.05%
     

NATIONSRENT INC: Tapping Quiktrak Inc. as Equipment Auditors
------------------------------------------------------------
Michael J. Merchant, Esq., at Richards Layton & Finger P.A. in
Wilmington, Delaware, relates that, shortly after the petition
date, NationsRent Inc., and its debtor-affiliates began a
comprehensive review of all their Equipment Leases in an effort
to identify those Equipment Leases that provide a benefit to the
Debtors' estates and those that are otherwise burdensome. As
part of this comprehensive review, it is crucial that the
Debtors verify the existence and location of the equipment
covered by the Equipment Leases. The Debtors have also entered
into stipulations and other arrangements with certain of their
equipment lessors whereby, among other things, the Debtors have
committed to verify the existence and location of the leased
equipment.

The Debtors seek to retain and employ Quiktrak, Inc, as
equipment auditors in the Chapter 11 cases, in accordance with a
letter of intent for equipment auditing services between the
Debtors and Quiktrak, dated as of May 1, 2002. Quiktrak shall
perform the inventory audit of NationsRent's 13,275 financed
rental units at the 231 locations. Quiktrak will provide these
services:

A. assist the Debtors with preparations for the proper
    completion of a Leased Equipment audit, including developing
    training manuals to train inspectors and converting the
    Debtors' location and audit information data to a layout
    specifically developed to assist field inspectors;

B. assist the Debtors with the Leased Equipment audit, including
    the physical verification and missing unit settlement of the
    Leased Equipment; and,

C. assist the Debtors develop individual reports for each of
    the Debtors' equipment lessors summarizing the final audit
    results.

Mr. Merchant claims that Quiktrak is particularly well suited to
serve as the Debtors' equipment auditors. Since 1991, Quiktrak
has provided equipment auditing services to hundreds of
companies throughout the United States and Canada, and is an
industry leader in asset verification, with the largest base of
qualified inspectors throughout the United Stated and Canada.

Mr. Merchant tells the Court that, subject to the Court's
approval and pursuant to the terms and conditions of the Letter
of Intent, Quiktrak's payment structure is:

A. A first payment of $30,000 as initial retainer will be
    submitted to Quiktrak prior to performing pre-auditing
    preparations;

B. A second payment of $30,000 as second retainer will be
    submitted to Quiktrak prior to performing the physical
    audit;

C. a final payment, which represents the balance for all
    services rendered will be submitted to Quiktrak within 14
    days after the completion of the audit and submission of the
    final report.

Quiktrak will charge a $53 per location base fee, a $1.95 per
unit charge and a $45 hourly rate charge for its professional
services and upon completion of the audit. Per unit charge
includes verification of unit by serial number, hour meter
reading, and general condition information.

Quiktrak Vice-Chairman, Don Froomer, anticipates that Quiktrak
will complete performance of its services within approximately
30 days from the date work commences. However, upon the request
of the Debtors, Quiktrak may render additional equipment
auditing services as required throughout the course of these
Chapter 11 cases. The estimated total cost to complete
Quiktrak's services will be approximately $93,963, broken down
as:

                  Category                  Total Cost
        ------------------------------      ----------
                  Base Rate                  $ 12,296
        Physical Verification of units         12,940
         Accounting for missing units           9,954
              Phone Verification               22,386
             On-site Verification              29,410
          Electronic return of Audit            9,977

Mr. Froomer continues that, to the extent the Debtors request
Quiktrak to perform additional services beyond what is
contemplated in the initial engagement, Quiktrak will employ the
same Fee Structure minus the additional retainers. Quiktrak will
submit an estimate of the cost of any additional services to the
Debtors for prior approval before it is authorized to perform
any additional services.

According to Mr. Froomer, Quiktrak has provided or currently
provides services to the certain creditors of the Debtors and
various parties-in-interest in matters unrelated to the Debtors'
Chapter 11 cases:

A. Entities that has been provided services by Quiktrak at the
    Debtors' sites:

    a. Lenders Under The Debtors' Secured Credit Facility: Bank
       of America;

    b. Debtors' Major Equipment Lessors And Certain Licensors:
       Bombardier Capital, Inc., Caterpillar Financial Services
       Corp., Deere Credit, Inc., Fleet Capital Corp., GE
       Capital Corp., Genie Financial Services, Inc. IBJ
       Whitehall Business Credit Corp., LaSalle National Leasing
       Corp., Textron Financial Corp., Fleet Capital Leasing

B. Entities that has been provided services by Quiktrak:

  a. Lenders Under The Debtors' Secured Credit Facility: Bank of
     America, Citizens Bank, Deutsche Bank, Fifth Third Bank, GE
     Capital Corp., LaSalle Bank National, National City;

  b. Debtors' Major Equipment Lessors And Certain Licensors:
     AmSouth Leasing, Ltd., Associates Leasing, Inc., Banc One
     Leasing Corp., Bombardier Capital, Inc., Case Credit Corp.,
     Caterpillar Financial Services Corp., Debis Financial
     Services, Inc., Deere Credit, Inc., Deutsche Financial
     Services Corp., FINOVA Capital Corp., Fleet Capital Corp.,
     GE Capital Corp., General Electric Capital Corp., Genie
     Financial Services, Inc., Ingersoll-Rand Company, LaSalle
     National Leasing Corp., Mellon US Leasing, Newcourt Leasing
     Corp., Pacific Century Leasing, Inc., Sanwa Business Credit
     Corp., Textron Financial Corp., The CIT Group/ Equipment
     Financial, Inc., Transamerica Business Credit Corp., BB&T
     Leasing Corp., Citizens Leasing Corp., FINOVA Capital
     Corp.,

C. Entities that is currently being provided services by
    Quiktrak:

  a. Lenders Under The Debtors' Secured Credit Facility: Bank of
     America, GE Capital Corp., National City;

  b. Debtors' Major Equipment Lessors And Certain Licensors:
     AmSouth Leasing, Ltd., Bombardier Capital, Inc.,
     Caterpillar Financial Services Corp., Deere Credit, Inc.,
     Fleet Capital Corp., GE Capital Corp., Genie Financial
     Services, Inc., Ingersoll-Rand Company, Textron Financial
     Corp., The CIT Group/ Equipment Financial, Inc.,
     Transamerica Business Credit Corp., Komatsu Financial
     Limited Partnership, TCF Leasing Inc. (NationsRent
     Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


NEWCOR INC: Hilco Hired to Appraise Machinery & Equipment
---------------------------------------------------------
Newcor, Inc. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
and retain Hilco Appraisal Services, LLC to appraise, on an
orderly liquidation basis, the machinery and equipment at six of
their facilities and their corporate office.  The Debtors agree
to pay Hilco a $29,000 fee for the appraisal services.  

The Debtors tell the Court that to the best of their knowledge,
Hilco has no connection to the Debtors, their directors,
creditors, equity security holders or any other party-in-
interest, or their respective attorneys and accountants, or the
United States Trustee, or any person employed in the office of
the United States Trustee.

Newcor, Inc., along with its subsidiaries, design and
manufacture a variety of products, principally for the
automotive, heavy-duty, capital goods, agricultural and
industrial markets. The Company filed for chapter 11 protection
on February 25, 2002 Laura Davis Jones, Esq. at Pachulski,
Stang, Ziehl Young & Jones P.C. represents the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $141,000,000 in total assets and
$181,000,000 in total debts.


NORTEL NETWORKS: Will File Shelf Registration Statement with SEC
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT.) and Nortel
Networks Limited intend to file a shelf registration statement
with the United States Securities and Exchange Commission and a
preliminary base shelf prospectus with the Canadian securities
regulatory authorities for the purpose of qualifying the
potential sale by NNC or NNL from time to time in the United
States and/or Canada of up to an aggregate US$2.5 billion of
various types of securities.

The filings are intended to ultimately qualify for sale in the
United States and Canada (on a cross border or country specific
basis), including during the 25 month period during which the
Canadian filings remain valid, one or more of the following
types of securities: (i) common shares and preferred shares of
NNC; (ii) subordinated and senior unsecured debt securities of
NNC; (iii) warrants to purchase equity or debt securities of
NNC; (iv) share purchase contracts or equity units of NNC; and
(v) subordinated and senior unsecured debt securities of NNL,
guaranteed by NNC. The establishment of the shelf registration
statement in the United States and the base shelf prospectus in
Canada will provide NNC and NNL with additional financing  
flexibility. NNL and Nortel Networks Capital Corporation, a
wholly owned indirect finance subsidiary of NNL, have also
announced their intention to withdraw their existing U.S. shelf
registration statement currently pertaining to an aggregate of
up to US$1.0 billion of debt securities and warrants to purchase
debt securities.

The U.S. shelf registration statement and the Canadian
preliminary base shelf prospectus relating to the US$2.5 billion
of securities of NNC and NNL have not yet been filed with the
SEC and the Canadian securities regulatory authorities and this
press release does not constitute an offer of any securities for
sale in any jurisdiction. Following such filings, the securities
may not be sold, nor may offers to buy be accepted, prior to the
time the registration statement becomes effective and a receipt
is issued by the Canadian securities regulatory authorities for
the final base shelf prospectus.

NNC and NNL also announced that they each intend to file annual
audited consolidated financial statements for the year ended
December 31, 2001 prepared in accordance with United States
Generally Accepted Accounting Principles to supersede their
previously filed consolidated financial statements. The U.S.
GAAP 2001 annual consolidated financial statements of NNC and
NNL remain unchanged other than the inclusion of certain
supplemental financial disclosure and disclosure related to
certain events that occurred subsequent to the filing of the
original audited consolidated financial statements. The
supplemental financial disclosure is required by certain rules
of United States securities laws following the recent ratings
downgrade of NNL's securities on April 4, 2002 which resulted in
all of the senior debt of NNC, NNL and certain of their
affiliates becoming secured by various subsidiary guarantees and
pledges pursuant to certain credit and security agreements. As a
result, the U.S. GAAP 2001 annual audited consolidated financial
statements of NNC and NNL must now contain certain supplemental
note disclosure relating to the subsidiary guarantors. The
United States securities law rules also require the filing of
U.S. GAAP annual audited financial statements for Nortel
Networks SA, a French subsidiary of NNC, certain shares of which
have also been pledged as part of such security arrangements.
This additional financial information is intended to provide
additional disclosure to the senior debt holders that benefit
from the security.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Metro and Enterprise Networks,
Wireless Networks and Optical Long Haul Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com


OGLEBAY NORTON: Michael Lundin to Assume CEO Post in Jan. 2003
--------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) announced its plans for
leadership succession.  Michael D. Lundin, currently president
and chief operating officer, will assume the additional title of
chief executive officer effective January 1, 2003. Current
Chairman and CEO John N. Lauer will continue to serve as
chairman of the board of directors.

Lauer, age 63, joined the company on December 17, 1998, as
president and CEO and a member of the board of directors.  He
assumed the additional title of chairman in July 1999.  Lundin,
age 42, joined Oglebay Norton in April 2000 as president of
Michigan Limestone Operations, Inc., concurrent with Oglebay
Norton's acquisition of Michigan Limestone Operations, LP.  He
was a partner in the business and had served as president of the
partnership since 1995.  He earlier served as vice president
responsible for finance, accounting, administration and sales,
and the Cedarville operations.

Since joining Oglebay Norton, Lundin has been responsible for
the integration of fleet and quarry operations in the Great
Lakes region, for an innovative fleet pooling arrangement with
American Steamship Company, and for the recent management
restructuring.  He was named a vice president in April 2000, was
elected president and COO in November 2001, and was appointed to
the board of directors in December 2001.

"This announcement represents the next step in a planned
management succession process," said Lauer.  "I look forward to
continuing to work with Michael to ensure a smooth transition.  
Michael has proven to be a talented leader who has exceptional
knowledge of the aggregates and industrial minerals business.  I
am confident that under his leadership the interests of all our
stakeholders will be well served."

Lundin added:  "John Lauer and the management team undertook a
major transformation of Oglebay Norton into an industrial
minerals company with significant capacity for profitable
growth.  Last year was challenging.  But it is important to
remember that we have the same high-quality assets, the same
strong market position and the same strategic focus that we had
when we delivered record revenues and EBITDA in 1999 and 2000.  
I believe we will achieve our short-term goal of returning to
profitability and make steady progress towards our vision of
being the best industrial minerals company in the country."

Mr. Lundin is a magna cum laude graduate of the University of
Wisconsin with a Bachelor of Science degree and a magna cum
laude graduate of Loyola Marymount University with a Master of
Business Administration.  He is a past president of the Rogers
City (Michigan) Chamber of Commerce, a member and chapter
officer of the Young Presidents Organization and an alumnus of
Leadership Michigan.  He is on the board of trustees of the
Great Lakes Carriers Association, a past member of the Partners
Council of the World Center for Concrete Technology and serves
on the board of the Downtown Cleveland Partnership.  He resides
with his wife and family in Moreland Hills, Ohio.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries.  Building on
a 149-year heritage, our vision is to become the best company in
the industrial minerals industry.  The company's Web site is
located at http://www.oglebaynorton.com  

                         *   *   *

As reported on May 1, 2002 by Troubled Company Reporter, Oglebay
Norton Company (Nasdaq: OGLE) has selected CIBC World Markets as
its financial advisor to assist the Company in developing a plan
to refinance its bank debt, due April 3, 2003. The Company
anticipated presenting a plan to its bank group no later than
June 30, 2002; however did not anticipate making its plans
public at that time.


OWENS CORNING: Asks Court to Okay Stipulation with DrKW Finance
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve
a stipulation with DrKW Finance that will allow for the Debtors
to continue using and to possess a leased personal property of
DrKW.  This property is the subject of a Master Equipment Lease
Agreement dated December 29, 1998.

J. Kate Stickles, Esq., at Saul Ewing LLP in Wilmington,
Delaware, states that the Master Equipment Lease Agreement
constitutes either a true lease of personal property or a
financing agreement under which DrKW, as secured lender, may be
entitled to adequate protection. In any case, the parties have
agreed to defer any determination on the agreement.

The Debtors and DrKW have agreed to an interim business solution
that is contained in a Letter Agreement, pursuant to which the
Debtors have been making periodic payments to DrKW representing
80% of the post-petition quarterly payments due and owing under
the Equipment Agreement. The Letter Agreement also allowed the
Debtors to continue using and possessing DrKW's personal
property.  Ms. Stickles explains that this stipulation is to
ratify the payments the Debtors previously made to DrKW under
the Letter Agreement and to preserve the business arrangements
of the parties involved and to modify the economic terms of the
Letter Agreement on a going forward basis.

The salient points of the stipulation include:

A. On or before the 30th day of each March, June, September and
    December, commencing on March 30, 2002, the Debtor must pay
    DrKW an amount equal to 100% of the post-petition quarterly
    payments pursuant to the terms of the Equipment Agreement;

B. Within three business days from the entry of a final Order
    approving the stipulation, the Debtor will pay to DrKW
    an amount equal to the accrued, but unpaid, post-petition
    quarterly payments under the Equipment Agreement, plus
    interest, aggregating $1,435,621 as of March 31, 2002;

C. All amounts paid by the Debtor to DrKW pursuant to the
    stipulation and through and including March 31, 2002,
    pursuant to the Letter Agreement or the parties' continued
    course of dealings subsequent to the termination of the
    Letter Agreement are hereby ratified.  They are confirmed as
    if they had been paid to DrKW pursuant to the terms of the
    stipulation;

D. DrKW hereby waives any and all accrued, but unpaid,
    expenses that are due and owing under the terms of the
    Equipment Agreement as of the date of the stipulation.  
    These include, but are not limited to attorneys' fees and
    appraisal costs, estimated by DrKW to be in excess of
    $75,000;

E. The Debtor and DrKW reserve the right, upon mutual
    consent, to present in the future to the Court for further
    approval or additional stipulations providing month-to-month
    extensions of the Equipment Agreement;

F. During the term of the stipulation and as long as the Debtors
    make payments and otherwise performs its obligations under
    the Equipment Agreement, DrKW will hold in place up to and
    through the earlier of the date on which: a trustee or
    similar person is appointed for the Debtors to utilize the
    personal property, the Chapter 11 case is dismissed or
    converted to Chapter 7, a motion sell, assign, lease or
    use the Personal Property or the Equipment Agreement is
    filed, a Reorganization Plan or Liquidation Plan is filed
    which proposes to sell, assign, or lease the Personal
    Property or the Equipment Agreement.

G. In the event that the Debtor fails to make any payment with
    respect to the Equipment Agreement within five days of the
    date the payment is due or fails to perform any of its
    obligations under the Equipment Agreement, and the failure
    is not cured by the Debtor within 10 days after receipt of
    written notice, DrKW has the right to file a motion to
    compel payment and performance under the stipulation or
    other relief that it may be entitled under the Bankruptcy  
    Code.

Ms. Stickles tells the Court the Debtors and DrKW have also
agreed that payments made pursuant to the stipulation and the
Letter Agreement constitute and will be applied as payment of
post-petition rent if the equipment agreement is determined to
be a true lease or of adequate protection to DrKW in the event
that the Equipment Agreement constitutes a financing agreement.
(Owens Corning Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: CPUC Disclosure Statement Hearing to Continue Today
----------------------------------------------------------------
At the hearing on May 9, after hearing arguments from all
parties in interest, Judge Montali decided to continue the
hearing on the CPUC Disclosure Statement to Wednesday, May 15,
2002.

However, Pacific Gas and Electric Company challenges the
adequacy of the CPUC Disclosure Statement in its present form as
being misleading and omitting critical facts.

As previously reported, a major challenge, raised by PG&E, is
how to resolve the issue over sovereign immunity if the State
agency's Alternate Plan for PG&E is to have its place in the
Bankruptcy Court. PG&E tells the Court that the CPUC has
previously taken the position that it is not bound by its
decisions, so there is risk that the CPUC may decide not to
implement its plan and risk that it may take actions
inconsistent with the plan. PG&E questions whether the
Disclosure Statement discloses adequate information.

CPUC attorneys said that if the Alternate Plan is confirmed,
CPUC will be bound by the court to implement the Plan.

PG&E argued that this assertion appears to be inconsistent with
California law as interpreted by the CPUC, which says the CPUC
may not bind itself or future Commissions on matters within its
regulatory jurisdiction.  It may, in fact, at any time, rescind,
alter or amend any order or decision it previously has made.

Another major issue of contention is whether the CPUC Disclosure
Statement adequately tells creditors how billions of dollars can
be raised under the CPUC Plan to pay creditors and to restore
the utility to financial health after its emergence from
bankruptcy. Creditors ask how CPUC can keep the promise it makes
in the plan to pay them in full by the issuance of securities.  
This is given that CPUC may waive the obtaining of an investment
grade rating as a condition precedent to confirmation of the
Plan.

Attorneys for creditors cautioned that there might be a
shortfall of $500 million to pay creditors under CPUC's
Alternate plan.

Creditors note that CPUC counts on projected refunds in the
approximate amount of $500 million from energy producers by
order of the FERC. Creditors do not think that projected FERC
refunds can form a basis for the raising of funds to pay their
claims, as they state in their objection to the Debtor's
Estimation Motion which is premised upon such projections and
which has been denied by the Court upon objections by the
creditors.

Attorneys for the CPUC and PG&E and PG&E Corp. said they needed
more time to resolve issues. (Pacific Gas Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PHOTOCHANNEL NETWORKS: Taps Discovery Capital as Fin'l Advisors
---------------------------------------------------------------
PhotoChannel Networks Inc. (TSX: PNI), a global digital imaging
network company, announces that it has entered into a financial
advisory services agreement with Discovery Capital Corporation.

The financial advisory services include completing a due
diligence review of the Company, providing strategic advice and
providing such other financial advisory services as may be
reasonably requested by the Company.

In connection with these services, Discovery is to be paid a
non-refundable fee by the issuance of 5,000,000 share purchase
warrants ("Advisor's Warrants"), each Advisor's Warrant
entitling Discovery to purchase one common share of the Company,
for $0.10 for a period of two years. The issuance of the
Advisor's Warrants is subject to approval of the TSX Venture
Exchange (formerly the Canadian Venture Exchange).

Discovery will also receive a finder's fee, payable in warrants,
for introducing investors to the Company. Discovery will receive
warrants, equal to 10% of the number of securities sold to such
investors, having terms identical or analogous to the terms of
the securities sold to such investors.

PhotoChannel's CEO, Peter Scarth, stated, "Discovery has been a
major supporter of PhotoChannel for a number of years. Discovery
has been instrumental in assisting PhotoChannel over the past 12
months. Without such assistance, PhotoChannel may not have made
it through its most recent restructuring and today be in a
position to deliver the PhotoChannel Network."

Further to PhotoChannel's press release of March 14, 2002, which
announced the appointment of Skana Photo-Lab Products as the
Canadian distributor of the PhotoChannel Network, Skana has
introduced PhotoChannel to more than 200 photo retailers and a
number of potential strategic partners. PhotoChannel expects to
add many of these retailers to the Network in the upcoming
months. As payment for services provided, Skana will be entitled
to exercise up to 1,000,000 share purchase warrants, which vest
at a rate of 10,000 share purchase warrants for each node
(a retailer hooked up to distribute through the Network). Each
share purchase warrant is exercisable at $0.10 and are for a
period of five years from the date of issuance. The issuance of
these warrants is subject to the approval of the TSX Venture
Exchange.

PhotoChannel is a technology producer and integrated provider of
services enabling retailers and other members of the
PhotoChannel Network to meet the needs of their film and digital
photography customers. The Company has created and manages the
PhotoChannel Network environment whose focus is delivering photo
e-processing orders from origination to fulfillment under the
control of the originating retailer.

PhotoChannel filed for Chapter 7 Liquidation on November 1,
2001, in the U.S. Bankruptcy Court for the District of
Connecticut in Bridgeport.

Additional information is available at
http://www.photochannel.com     


PINNACLE HOLDINGS: Talks to Secure New Forbearance Pact Continue
----------------------------------------------------------------
Pinnacle Holdings Inc. (Nasdaq: BIGT -- "Pinnacle Holdings")
reported financial results for it and its subsidiaries' first
quarter ended March 31, 2002.

           Financial and Unaudited Operating Results

Revenues for the first quarter were $46.9 million, versus $48.3
million for the same period last year. As previously disclosed,
the first quarter of 2002 revenues include a one-time lease
buyout payment of $1.3 million from a telephony customer which
cancelled its leases as part of its program to liquidate outside
of bankruptcy. Net loss attributable to common stockholders
during the first quarter of 2002 was $25.4 million. This
compares to a net loss attributable to common stockholders of
$37.6 million in the same period last year. Earnings before
interest, taxes (other than real estate), depreciation and
amortization, or "EBITDA", was $15.8 million in the first
quarter of 2002 versus $20.6 million in the first quarter of
2001. EBITDA, adjusted to exclude $3.7 million of reorganization
costs, a $2.5 million asset impairment charge and a $0.1 million
loss on disposal of assets, all of which are described below, or
"Adjusted EBITDA", was $22.1 million for the first quarter of
2002.

For the quarter ended March 31, 2002, Pinnacle added 226 new
tenants to its portfolio of 3,848 revenue-producing sites at the
beginning of the quarter, at an overall initial average rent
rate of $947. The Company's telephony customer segment
contributed approximately 31% of new run rate revenue added,
with an average initial monthly lease rate for new installations
of $1,650.

The Company continued to experience high levels of tenant lease
cancellations, or "churn," in its first quarter. This churn was
primarily related to the telephony customer mentioned above,
landlord terminations of certain management agreements, and
paging, land mobile and SMR customers. During the first quarter,
the Company experienced tenant lease churn having a combined
monthly revenue of approximately $450,000.

               Reorganization Costs and Asset Write-downs

For the first quarter of 2002, the Company incurred $3.7 million
of reorganization costs representing expenses relating to its
previously announced planned recapitalization and pre-negotiated
Chapter 11 bankruptcy filing discussed below.

In addition, in accordance with Statements of Financial
Accounting Standards No. 144, "Accounting for the Impairment on
Disposal of Long-Lived Assets," the Company recorded a pretax
$2.5 million write-down to the carrying value of its fixed
assets. This write-down represents an impairment loss on a
commercial rental building in Oldsmar, Florida, which the
Company recently entered into a contract to sell. In addition,
the Company recorded an $81,000 loss on disposal of assets in
the first quarter.

          Expiration of Limited Forbearance and Liquidity,
                    Seeking Further Extension

The limited forbearance agreement Pinnacle obtained from the
lenders under its senior credit facility expired May 10, 2002.
Pinnacle has not yet filed its proposed pre-negotiated
bankruptcy plan. Accordingly, the limited forbearance agreement
expired pursuant to its previously announced terms on May 10,
2002, without further extension. The Company is continuing
discussions with the lenders to try and secure a new forbearance
agreement. However, Pinnacle cannot provide any assurance that
it will be able to do so.

Since the third quarter of 2001, Pinnacle has been out of
compliance with financial covenants contained in its senior
credit facility, which non-compliance represented an event of
default under the senior credit facility. The Company entered
into a limited forbearance agreement with the lenders under its
senior credit facility on November 16, 2001, as amended on
December 12, 2001 and February 6, 2002, and as amended and
restated on

March 8, 2002 and further amended on April 11, 2002, and amended
and reinstated on May 1, 2002, pursuant to which the lenders
agreed not to exercise remedies available to them as a result of
this event of default under the senior credit facility.
Accordingly, the Company has classified the outstanding
borrowings under the senior credit facility as a current
liability. The terms of the limited forbearance agreement:

  (1) increase the interest rate on our borrowing by 1.0% to the
      London Interbank Offered Rate ("LIBOR") plus 3.75% and
      LIBOR plus 4.0%;

  (2) eliminate Pinnacle Towers' ability to make additional
      draws under the senior credit facility;

  (3) restrict the amount of money that can be invested in
      capital expenditures by Pinnacle Towers;

  (4) limit Pinnacle Towers' ability to incur additional debt;

  (5) limit Pinnacle Towers' current ability to distribute funds
      to Pinnacle Holdings in connection with Pinnacle Holdings
      5.5% Convertible Notes due 2007;

  (6) require the maintenance of a $2.5 million cash escrow
      account to support outstanding letters of credit; and

  (7) stipulate that Pinnacle file its pre-negotiated bankruptcy
      plan by May 10, 2002.

Pursuant to the above-mentioned limited forbearance agreement,
as previously disclosed, as of March 15, 2002, Pinnacle Holdings
stopped paying interest on the Convertible Notes, which resulted
in a default under the Convertible Notes indenture and a cross
default under the senior credit facility. There can be no
assurance that the Company will satisfy the terms necessary in
order for the lenders to continue forbearing from their remedies
available as a result of the noncompliance with the senior
credit facility.

As announced on April 26, 2002, Pinnacle entered into a
definitive agreement with Fortress Investment Group and
Greenhill Capital Partners LLP, pursuant to which Pinnacle will
be recapitalized through a pre-negotiated bankruptcy plan to be
filed under chapter 11 of the U.S. Bankruptcy Code. Holders of
at least two-thirds of the aggregate principal amount of
Pinnacle Holdings 10% Senior Discount Notes due 2008 have agreed
to vote in favor of the Bankruptcy Plan. Pinnacle expects to
file the Bankruptcy Plan during the month of May. Immediately
following confirmation of the Bankruptcy Plan, Pinnacle Holdings
would be merged into a newly formed Delaware corporation formed
by the Investors with New Pinnacle being the surviving
corporation. The transaction is subject to a number of
conditions, including customary regulatory approvals, the
requisite creditors' approvals in bankruptcy and confirmation of
the Bankruptcy Plan. The Securities Purchase Agreement also
contains customary terms and conditions, including exclusivity
rights, and a termination fee of $12.0 million to be paid by
Pinnacle to the Investors if the Securities Purchase Agreement
is terminated under certain circumstances and Pinnacle
consummates an alternative transaction.

During the bankruptcy process, Pinnacle anticipates operating in
the ordinary course of business, subject to the provisions of
the U.S. Bankruptcy Code, and does not currently expect that its
trade suppliers, unsecured trade creditors, employees and
customers will be materially impacted.

At March 31, 2002 the Company had approximately $10.8 million of
cash and cash equivalents on hand, including approximately $3.0
million of restricted cash.

                         Nasdaq Delisting

As previously disclosed, Pinnacle Holdings was notified by The
Nasdaq Stock Market that Pinnacle Holdings was not in compliance
with the Nasdaq Marketplace $1.00 per share minimum bid price
rule and that, unless prior to May 15, 2002 the minimum closing
bid price of Pinnacle Holding's common stock closed at or above
$1.00 for 10 consecutive trading days, Pinnacle Holdings' common
stock will be subject to delisting from the Nasdaq National
Market. As of May 13, 2002, we have not met the Nasdaq minimum
bid price requirements and expect that shortly after May 15,
2002 we will receive notification from Nasdaq that our shares
will be shortly thereafter delisted unless we appeal the
delisting to Nasdaq's Listing Qualifications Panel. We have not
yet made a final decision as to whether we would appeal Nasdaq's
delisting of our common stock, however, it is not likely that we
will file an appeal.

If Pinnacle Holdings' common stock ceases to be listed on the
Nasdaq National Market, as expected, it may be eligible for
quotation on either Nasdaq's OTC Bulletin Board or the "Pink
Sheets" and Pinnacle would be subject to any Securities and
Exchange Commission rules regarding "penny stocks" where broker-
dealers who sell relevant securities to persons who are not
established customers or accredited investors must make
specified suitability determinations and must receive the
purchaser's written consent to the transaction prior to the
sale. Pinnacle Holdings strongly encourages anyone contemplating
purchasing or selling its securities, to proceed cautiously and
only after careful review of all relevant publicly available
information.

Pinnacle is a leading provider of communication site rental
space in the United States. Pinnacle owns, manages or has
certain rights to in excess of 4,000 sites in North America and
employed approximately 200 people at March 31, 2002. Pinnacle is
headquartered in Sarasota, Florida. For more information on
Pinnacle visit its Web site at http://www.pinnacletowers.com  
Information provided on Pinnacle's web site is not incorporated
into Pinnacle's SEC filings.

DebtTRaders reports that Pinnacle Holdings Inc.'s 10% bonds due
2008 (BIGT1) are quoted at a price of 26. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BIGT1for  
real-time bond pricing.


POLYMER GROUP: Terminates Exchange Offer for Two Sr. Sub. Notes
---------------------------------------------------------------
Polymer Group, Inc. (NYSE: PGI) has terminated its offer to
exchange its 9% Senior Subordinated Notes due 2007 and its 8-
3/4% Senior Subordinated Notes due 2008, effective immediately.  
The Company is terminating the offer in connection with the
voluntary petition filed by it and 20 domestic subsidiaries for
a pre-negotiated reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The offer to exchange was part of a comprehensive financial
restructuring announced on March 15, 2002 and was scheduled to
expire on May 15, 2002.

In accordance with the terms of the offering, the Company will
instruct the depository agent to return the notes which were
tendered for exchange to the respective tendering noteholders.

Polymer Group, Inc., the world's third largest producer of
nonwovens, is a global, technology-driven developer, producer
and marketer of engineered materials. With the broadest range of
process technologies in the nonwovens industry, PGI is a global
supplier to leading consumer and industrial product
manufacturers.  The Company employs approximately 4,000 people
and operates 25 manufacturing facilities throughout the world.  
Polymer Group, Inc. is the exclusive manufacturer of Miratec(R)
fabrics, produced using the Company's proprietary advanced
APEX(R) laser and fabric forming technologies. The Company
believes that Miratec(R) has the potential to replace
traditionally woven and knit textiles in a wide range of
applications. APEX(R) and Miratec(R) are registered trademarks
of Polymer Group, Inc.

Polymer Group Inc.'s 9% bonds due 2007 (PGI1), DebtTraders
reports, are trading at about 33. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=PGI1


POLYMER GROUP: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Polymer Group, Inc.
             aka PGI
             aka PGI Nonwovens
             aka PGI Polymer
             4838 Jenkins Avenue
             Charleston, South Carolina 29405

Bankruptcy Case No.: 02-05773

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Chicopee Inc                               02-05774
     Fabrene Group LLC                          02-05775
     PGI Servicing Company                      02-05776
     Dominion Textile USA Inc.                  02-05777
     PNA Corp.                                  02-05778
     FabPro Oriented Polymers Inc.              02-05779
     FiberGol Corporation                       02-05780
     Poly-Bond, Inc.                            02-05781
     FiberTech Group Inc.                       02-05782
     Fabrene Corp                               02-05783
     FNA Acquisitions Inc                       02-05784
     Polylonix Separation Technologies, Inc.    02-05785
     FNA Polymer Corp.                          02-05786
     Pristene Brands Corp                       02-05787
     Loretex Corporation                        02-05788
     Technetics Group, Inc.                     02-05789
     PGI Asset Management Company               02-05790
     PGI Europe Inc                             02-05791
     PGI Polymer Inc                            02-05792
     
Type of Business: The Debtor is a world-leading maker of
                  nonwoven materials (along with Freudenberg
                  and DuPont) and makes nonwoven and
                  polyolefin products used in health care and
                  hygiene items from surgical gowns and face
                  masks to disposable diapers and baby wipes.
                  Other uses include apparel interlinings,
                  cable wrap, and electrical insulation. PGI
                  also makes oriented polyolefin for industrial
                  packaging.

Chapter 11 Petition Date: May 11, 2002

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtors' Counsel: George Barry Cauthen, Esq.
                  Nelson Mullins Riley & Scarborough, LLP
                  Keenan Building, Third Floor
                  1330 Lady Street
                  PO Box 11070
                  Columbia, South Carolina 29211
                  Phone: 803-255-9425

Total Assets: $1,232,200,000 (at December 31, 2001)

Total Debts: $1,281,100,000 (at December 31, 2001)

Debtor's 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Bank of New York           Indenture Trustee      $594,500,000
15 Broad Street, 16th Fl.  (1) 9% Senior
New York, New York 10007   Subordinated Notes due
Phone: (212) 235-2363       2007, Series B
Fax: (212) 235-2261        (2) 8-3/4% Senior   
Judy Bartollini            Subordinated Notes
V-President, Corp. Finance  due 2008, Series B
Bank of New York
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602
Phone: 312-827-8545
Fax: 312-827-8542

Credit Suisse First Boston   Bond Holder          $402,312,000
David J. Matlin
Chief Executive Officer
Global Opportunities Fund
Eleven Madison Avenue
New York, New York 10010
Phone: 212-326-2228
Fax: 212-326-8290

Penn Capital Management,   Bond Holder             $32,605,000
Inc.
Richard A. Hocker
Penn Capital Management, Inc.
457 Haddonfield Road 210
Libertyville Building
Cherry Hill, New Jersey 08002
Phone: 856-910-7670
Fax: 856-910-7554

Northeast Investors Trust   Bond Holder            $24,022,000
William Oates, President
50 Congress Street
Suite 1020
Boston, Massachusetts
02109-4008
Phone: 617-523-3588
Fax: 617-523-5412

QSVP Limited (Cayman       Bond Holder             $16,827,000
Island)
c/o Credit Suisse First
Boston
Eleven Madison Avenue
New York, New York 10010
David J. Matlin
Chief Executive Officer
Global Opportunities Fund
Eleven Madison Avenue
New York, New York 10010
Phone: 212-326-2228
Fax: 212-326-8290

Triumph Capital CBO        Bond Holder             $11,946,000
Collateral
c/o Triumph Capital Group, Inc.
Frederick McCarthy
Chairman
Triumph Capital Group, Inc.
28 States Street
Floor 37
Boston, Massachusetts 02109-1775
Phone: 617-557-6000
Fax: 617-557-6020

Putnam Investment          Bond Holder             $10,988,000
Management
Christina Scully
One Post Office Square
Boston, Massachusetts 02109-2106
Phone: 617-760-1429
Fax: 617-760-8639

Codan Services Limited     Bond Holder               $7,000,000
C.F.A. Cooper
PO Box HM 1022
Hamilton HM DX, Bermuda
Phone: 441-295-5850
Fax: 441-292-4720

Goldman Sachs Asset        Bond Holder              $6,000,000      
Management (U.S.)
Rachel Golder
32 Old Slip
New York, New York 10005
Phone: 212-357-6937
Fax: 212-357-9397

HBV Capital Management     Bond Holder              $5,950,000
LLC
William Harley
200 Park Avenue
New York, New York 10166
Phone: 212-808-3944
Fax: 212-808-3955

Pacholder Associates       Bond Holder              $5,115,000
William J. Morgan
Managing Editor
8044 Montgomery Road
Cincinnati, Ohio
45236-2919
Phone: 513-985-3200
Fax: 513-985-3217

Banc Of Montreal          Bond Holder               $5,000,000
F. Anthony Comper
Chairman, Chief Executive
Officer
119 St. Jacques
Montreal, Quebec H27 IL6
Canada
Phone: 514-877-7373
Fax: 514-877-7399

Harbourview CDO II         Bond Holder              $4,330,000
Jack E. Brown, Analyst
Oppenheimer Funds
PO Box 5061
Denver, Colorado 80217-6061
Phone: 303-768-1985
Fax: 303-645-0718

Banc One Investment        Bond Holder              $4,100,000  
Advisors Corp (Ohio)
David J. Kundert, President
PO Box 710211
Columbus, Ohio 43271
Phone: 614-231-9314
Fax: 614-213-8850

John Agnew healthcare     Bond Holder               $4,015,000

OppenheimerFunds, Inc.    Bond Holder               $4,000,000
Jack Brown, Analyst
Leveraged Loan Group
OppenheimerFunds Services,
Inc.
6803 South Tuscon Way
Englewood, Colorado 80112-3924
Phone: 303-768-1985
Fax: 303-645-0718

Delaware Lincoln           Bond Holder              $4,000,000
Investment Advisors
Kim Gilliam
200 East Berry Street
Fort Wayne, Indiana 48602
Phone: 219-455-1250
Fax: 303-645-0718

General Re New England     Bond Holder              $3,000,000
Asset Management, Inc.
John Gilbert
76 Batterson Park Road
Farmington, Connecticut
06032
Phone: 860-676-8722
Fax: 860-676-8712

Cypress Tree Asset         Bond Holder              $3,000,000    
Management
Bradford Galliger, President
Boston, Massachusetts 02110
Phone: 617-946-0600

DRCM CBO                   Bond Holder              $2,200,000
c/o Pacific Investment   
Management Co.  
Wendy W. Cupps, Executive
Vice President
840 Newport Center Drive
Newport Beach, California
92660-6310
Phone: 949-640-3031
Fax: 949-720-6349

TCW Group, Inc.            Bond Holder              $2,200,000
Robert A. Day
Chairman, CEO
Trust Company of the West
865 S. Figueroa Street
Los Angeles, California
90017-2543
Phone: 213-244-000
Fax: 213-244-0665

Wellman, Inc.             Trade Creditor            $1,620,602
Wayne proctor
1040 Broad Street, Suite 302
Shrewbury, New Jersey 07702
Phone: 704-357-2234
Fax: 732-212-3344

Berkley Medical Resources,  Trade Creditor          $1,253,000
Inc.
Ted Michaels
700 Mountain View Drive
Smithfield, Pennsylvania 15478
Phone: 724-564-5002
Fax: 724-564-5046

Intercontinental Polymers,  Trade Creditor          $1,216,721  
Inc.
Jack Higdon
PO Box 158
Lowland, Tennessee 37778
Phone: 423-586-1887
Fax: 423-585-4096

Pulaski County Treasurer   Tax Controversy            $837,239
Debra Buchner
201 South Broadway
Little Rock, Arizona 72201
Phone: 501-340-8345
Fax: 501-340-5663

BP Amoco                   Trade Creditor             $500,000
Michael Kocian
150 W. Warrenville Road
Building 700H13018E
Naperville, Illinois 60563
Phone: 877-701-2726
Fax: 630-961-7908

Fibervisions, Inc.         Trade Creditor             $467,292   
Linda Stephens
7101 Alcovy Road
Covington, Georgia 30014
Phone: 770-784-7134
Fax: 770-784-7137

Lenzing Fibers Corporation  Trade Creditor            $337,546  
Doug Noble
6060 J.A. Jones Drive,
Suite 600
Charlotte, North Carolina
28287
Phone: 704-551-1404
Fax: 704-554-0577

Rohm & Haas Co.            Trade Creditor             $221,841

Omnova Solutions Inc.      Trade Creditor             $200,891

Techmer PM                 Trade Creditor             $189,766


PROVELL INC: Seeking Court Nod to Sign-Up BSI as Noticing Agent
---------------------------------------------------------------
Provell, Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve the
employment of Bankruptcy Services LLC, to act as claims and
noticing agent in these Chapter 11 cases.

The Debtors tell the Court that its is necessary and in the best
interests of their creditors and estates to engage BSI to act as
outside agent to the Clerk of the Bankruptcy Court to assume
full responsibility for the distribution of notices and the
maintenance and docketing of all proofs of claims filed in these
cases.

Although they have not yet filed their schedules of assets and
Liabilities, the Debtors anticipate that there will be in excess
of a thousand entities, which need to be served with the various
notices, proof of claim forms, pleadings and other documents.

Under the Retention Agreement, BSI will:

     a. Notify all potential creditors of the filing of the
        bankruptcy petitions herein and of the setting of the
        first meeting of creditors, pursuant to Section 341(a)
        of the Bankruptcy Code;

     b. Notify all potential claimants of the amount of their
        respective claims, as established by the Debtors'
        records, in accordance with the Schedules;

     c. Furnish a notice of the last date for the filing of
        proofs of claim and a form for filing a proof of claim
        to each creditor notified of the filing of these cases;

     d. Maintain an official copy of the Debtors' Schedules,
        listing creditors and amounts owed;

     e. File with the Clerk an affidavit of service for all
        mailings, including a copy of each notice, a list of
        persons to whom it was mailed, and the date mailed;

     f. Docket all claims filed and maintaining the official
        claims register on behalf of the Clerk and providing to
        the Clerk an exact duplicate thereof;

     g. Specify in the claims register for each claim docketed

          i) the claim number assigned,
     
         ii) the date received,

        iii) the name and address of the claimant and agent, if
             so classified by such claimant,

         iv) the filed amount of the claim, if liquidated and

          v) the allowed amount of the claim;

     h. Maintain the official mailing list for all entities who
        have filed proofs of claim; and

     i. At the close of these cases, boxing and transporting all
        original documents, in proper format, as provided by the
        Clerk's Office, to the Federal Archives.

BSI's compensation includes a pre-petition retainer of $10,000.
Any additional professional services will be charged at BSI's
hourly rates:

     Kathy Gerber           $195 per hour
     Senior Consultants     $175 per hour
     Programmer             $125 to $150 per hour
     Associate              $125 per hour
     Data Entry/Clerical    $40 to $60 per hour

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


PSINET INC: Court Sets Plan Confirmation Hearing for June 17
------------------------------------------------------------
PSINet's legal team, led by William J. Perlstein, Esq., at
Wilmer, Cutler & Pickering, appeared before Judge Gerber last
week to obtain approval of the Company's First Amended
Disclosure Statement.  The First Amended Disclosure Statement
tinkers with the previous draft to resolve the disclosure-
related objections raised by various parties-in-interest.

Judge Gerber finds that the Disclosure Statement contains
adequate information within the meaning of 11 U.S.C. Sec. 1125
and provides creditors with sufficient information to make an
informed decision about whether to vote to accept or reject the
Plan.

Judge Gerber will convene a Confirmation Hearing on June 17,
2002, at 9:45 a.m.  Any objections to confirmation of the Plan
must be filed and served by June 4, 2002, 12:00 p.m. New York
time.  The Confirmation Hearing may be continued from time to
time without further notice to parties in interest.

                   Voting & Objection Deadline

June 4, 2002, 12:00 p.m., New York time is both the Confirmation
Objection Deadline as well as the Voting Deadline, that is, the
deadline for filing and serving objections to the confirmation
of the Plan, as well as the deadline by which all Ballots
accepting or rejecting the Debtors' First Amended Joint
Liquidating Plan of Reorganization (as may be amended from time
to time), must be received by Bankruptcy Services LLC.

              Temporary Allowance of Claims for Voting

The deadline for filing a motion for temporary allowance of
claim(s) for voting purposes is May 28, 2002. (PSINet Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


REVLON INC: Launches Exchange Offer for 12% Senior Secured Notes
----------------------------------------------------------------
Revlon, Inc. is offering to exchange $363,000,000 12% Senior
Secured Notes due 2005 for $363,000,000 12% Senior Secured
Exchange Notes due 2005, which have been registered under the
Securities Acto of 1933.

Terms of the exchange offer:

     o   The exchange notes are being registered with the
         Securities and Exchange Commission and are being
         offered in exchange for the original notes that were
         previously issued in an offering exempt from the
         Securities and Exchange Commission's registration
         requirements.

     o   All original notes will be exchanged that are validly
         tendered and not withdrawn prior to the expiration of
         the exchange offer.

     o   Tenders of original notes may be withdrawn at any time
         prior to the expiration of the exchange offer.

     o   The exchange of original notes will not be a taxable
         event for U.S. federal income tax purposes.

     o   Revlon will not receive any proceeds from the exchange
         offer.

     o   The terms of the exchange notes are substantially
         identical to the original notes, except that the
         exchange notes are registered under the Securities Act
         of 1933, as amended, and the transfer restrictions and
         registration rights applicable to the original notes do
         not apply to the exchange notes.

Revlon has the look of a leader in the US mass-market cosmetics
business, along with L'Oreal's Maybelline and Procter & Gamble's
Cover Girl.  In addition to Revlon's makeup and skin care
products (Revlon, Almay, and Ultima II), the company makes
fragrances (Charlie) and personal care products (Flex hair care,
Mitchum deodorant). Its products are sold in about 175
countries, primarily through drugstores, supermarkets, and mass
merchandisers.  Ron Perelman's MacAndrews & Forbes Holdings
controls 97% of Revlon's voting power.  Though Perelman's
involvement with Revlon has fed his celebrity status, in 1999 he
put the heavily indebted cosmetics company up for sale before
opting to sell only minor parts of it.  As previously reported.
Revlon Inc. reported having a total shareholders' equity deficit
of about $1.3 billion.


SENSE TECHNOLOGIES: Receives Subscription Pacts for $4 Million
--------------------------------------------------------------
Sense Technologies Inc. (OTC Bulletin Board: SNSG) received
subscription agreements from two investment companies for a
total of $4.0 million of common stock at $2.00 per share.  The
Company also announced that it will request a review of the
Nasdaq Listing Qualifications Panel's decision to delist the
Company's Common Stock from the Nasdaq SmallCap Market effective
April 25, 2002.

Funding of the investments is contingent upon one representative
from each of the two investment companies being added to the
Board of Directors and ratified by the shareholders at the Sense
Technologies Inc. annual meeting. Management expects to hold the
annual meeting in mid July and close shortly thereafter.  The
Company will continue to advance the roll-out of the Guardian
Alert Backing Awareness System between now and funding.  
Additionally, the investment is contingent on Sense being
relisted on Nasdaq.  Sense believes that it has met all of the
conditions required to date, as set forth by the panel on April
11, 2002.

Jim Cotter, President of Sense, stated, "This funding commitment
is indicative of the positive momentum here at Sense.  We have
begun production and aim to start shipping to dealers by the end
of this month.  The infusion of new capital will allow us to
rapidly accelerate our product rollout."

Sense Technologies Inc. is a leading developer of backing
awareness and collision avoidance technology for the motor
vehicle industry.  Sense's patented Guardian AlertT Backing
Awareness System is the only all-weather, maintenance-free,
back-up warning device that deploys Doppler-sensing, microwave-
radar technology to alert drivers to obstacles behind them while
in reverse.  For more information, visit the Company's Web site
at http://www.sensetech.com


STANDARD AUTOMOTIVE: Goldman Sachs Reports 11.9% Equity Stake
-------------------------------------------------------------
Goldman, Sachs & Co. beneficially own 135,000 shares of the
common stock of Standard Automotive Corporation representing
11.9% of the outstanding common stock of the Company.  Goldman,
Sachs shares voting and dispositive powers with The Goldman
Sachs Group, Inc., also beneficial owners of the  shares.

Standard manufactures precision products for the aerospace,
nuclear, industrial and defense markets; it designs and builds
remotely operated systems used in contaminated waste cleanup; it
designs and manufacturers trailer chassis used in transporting
maritime and railroad shipping containers; and it builds a broad
line of specialized dump truck bodies, dump trailers, and
related products. Two customers account for a quarter of
Standard's sales.

Standard Automotive filed for Chapter 11 reorganization on March
19, 2002 in the U.S. Bankruptcy Court for Southern District of
New York


SUNRISE TECHNOLOGIES: Wins Creditors' Nod to Convert into Equity
----------------------------------------------------------------
Sunrise Technologies International, Inc. (OTC Bulletin Board:
SNRS) has received signed agreements from more than 50% of its
unsecured creditors to convert into equity, assuming the
proposed Restructuring announced on March 18, 2002 occurs.  
Sunrise has received written agreements from convertible
debenture holders holding a majority of the $8.9 million
outstanding convertible debt.  It has also made agreements with
holders of more than 67% of its secured debt to extend their
maturity dates through the end of the year.  In addition,
Sunrise is in discussion with various sources with respect to
obtaining additional loans and/or equity financing.

David Brewer, Manager of Anesti Management LLC, which manages
the operations of Sunrise, said, "I am pleased at the response
so far from our creditors and constituents.  I am one of
Sunrise's largest creditors and, when I explain to them that for
the Company to survive it will need to be reorganized either in
a bankruptcy court or in an out-of-court restructuring, most of
the creditors understand why the latter choice is preferable.  
People really want this Company to succeed.  Doctors want this
technology to survive, and the Sunrise community wants to help
these ophthalmologists and their patients.  With enough time and
continued cooperation from our creditors, I think it's possible
to keep Sunrise's assets from being liquidated."

The Company has extended until May 30, 2002 the deadline for its
remaining creditors to accept the Restructuring proposal, based
on an agreement in principle reached with Silicon Valley Bank to
extend the period allowed for this voluntary creditor workout.  
Anesti Management LLC has also extended its agreement to manage
the affairs of the Company and the Restructuring.  There can be
no assurance, however, that the Restructuring will be
successfully completed.

Mr. Brewer also said, "While I must emphasize that an investment
in Sunrise stock is highly speculative, I am more convinced than
ever that the Sunrise LTK technology has a substantial place in
the marketplace for vision correction.  Assuming we are able to
complete the Restructuring, our plan is to refine the LTK
technology, which we believe will improve predictability, and
later to incorporate advanced Wavefront technology, which will
further distinguish Sunrise's procedure as technologically
unique."

The Company has restaffed its customer service functions and
relocated to 1600 Adams Drive, Menlo Park, CA 94025 as its
temporary headquarters.  The customer service hotline telephone
number is now 650-464-5498.  The Company's main telephone number
510-623-9001 is unchanged.  The primary functions of the Company
are being staffed with independent contractors, many of whom are
former employees of Sunrise.  In other developments, Alan
Magazine has resigned from the board of directors.

The Company is delinquent in its 10-K filing for 2001 due to
lack of staff and funds to complete it.  As a result, the
Company anticipates that its stock will become ineligible for
quotation on the OTC bulletin board on or around May 18, 2002.  
Thereafter, the Company's stock will be eligible to trade on OTC
or the "pink sheets."

Sunrise Technologies International, Inc. is a refractive surgery
company based in Menlo Park, California, that has developed
holmium YAG laser-based systems that utilize a patented process
for shrinking collagen developed by Dr. Bruce Sand (the "Sand
Process") for correcting ophthalmic refractive conditions.


TRANSTECHNOLOGY: Agrees to Sell U.S. Retaining Ring Business
------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has signed a definitive
agreement to sell substantially all of the assets and business
of its TransTechnology Engineered Rings (USA) Inc. subsidiary to
a newly formed entity controlled by Seaview Capital of
Providence, Rhode Island, for cash consideration of $2.9
million, a note in the amount of $.8 million, and warrants for
5% of the equity of the new entity. The acquisition, which is
subject to the completion of normal closing conditions, is
expected to close within the next few weeks.

TransTechnology previously announced a restructuring program
through which it planned to exit the manufacture of specialty
fasteners and other industrial products in order to focus solely
on the design and manufacture of defense and aerospace products.
In July 2001 the company sold its Breeze and Pebra hose clamp
businesses for $48 million, in December 2001, sold its
Engineered Components business for $96 million, in February 2002
sold its German retaining ring business for $20 million, and in
May, 2002 sold its Aerospace Rivet Manufacturers Corporation
subsidiary for $3.2 million. The company has used the proceeds
of these divestitures and its internally generated cash flow to
reduce its debt from $273 million at March 31, 2001 to $108
million at the end of March 2002. The company will use the
expected proceeds from the sale of TTERUSA to further reduce its
debt.

TransTechnology Corporation -- http://www.transtechnology.com--  
headquartered in Liberty Corner, New Jersey, designs and
manufactures aerospace products with over 380 people at its
facilities in New Jersey and Connecticut. Total aerospace
products sales were $72 million in the fiscal year ended March
31, 2002.


TUTOR TIME: Selling Assets to Sun Capital Entity for $30 Million
----------------------------------------------------------------
Tutor Time Learning Systems, Inc. has entered into an agreement
with an affiliate of Sun Capital Partners, Inc. to purchase the
assets of Tutor Time for $30 million, subject to higher and
better offers. As part of the agreement, Tutor Time has
voluntarily filed Chapter 11 in its home state of Florida on May
10, 2002.

The child care provider, which serves more than 26,000 children
in 24 states, will continue to do business during the
restructuring. With secured financing already in place, Tutor
Time expects to be able to emerge quickly from bankruptcy
proceedings with new ownership. An early July closing date is
anticipated for the Sun transaction, which will include the
assumption of various assets and liabilities.

"The acquisition will take place at the corporate level and
should have little effect on our learning centers and
franchisees," said Tutor Time President/CEO Bill Davis. "We plan
to continue to provide an enriching environment for children and
believe that our brand will maintain its place as an industry
leader."

Tutor Time has over 200 learning centers throughout the United
States and abroad. A small number of underperforming locations
will be closed during the restructuring and arrangements made to
accommodate inconvenienced families.  

"We've made a commitment with Tutor Time to re-focus energies on
servicing families and the centers that care for them," said
Marc J. Leder, Sun Capital Partners Managing Director. "They are
the child care experts and with the resources we expect to
provide, an improved organization should emerge from these  
proceedings."

Tutor Time was founded in 1990 to provide a safe, secure, loving
environment that offers exceptional care and education for
children ages six weeks and up. For more information on
acquisition plans, log on to http://www.tutortime.com/media To  
learn about educational models and learning center locations,
please visit http://www.tutortime.com


UNIFI: S&P Drops Corp. Credit Rating to BB Over Weak Operations
---------------------------------------------------------------
On May 13, 2002, Standard & Poor's lowered its corporate credit
rating on Unifi Inc. to 'BB' from 'BB+'. Unifi, based in
Greensboro, N.C., is a leading producer of texturized nylon and
polyester yarns. The outlook is stable.

The downgrade reflects the continued difficult operating
conditions and weakness in Unifi's end-use markets, compounded
by changing industry fundamentals, which include increasing
foreign competition in the commodity polyester business and a
declining domestic-customer base. Softness in Unifi's core
businesses, the end-use customers in the apparel, home
furnishings, hosiery and automotive markets, which aggregate
over 75% of revenues, has led to pricing pressure and steady
volume declines over the past five years. Reduced utilization of
assets has resulted in lower margins and significant weakening
of the firm's financial measures. Additionally, the current
arbitration regarding its manufacturing alliance with E.I.DuPont
De Nemours and Co. (DuPont) is a further concern. Year-to-date,
Unifi has realized about $24 million in cost savings related to
the alliance, which could be at risk depending on the outcome of
the arbitration process. In June 2000, Unifi entered into an
arrangement with DuPont to jointly produce polyester yarns,
primarily to reduce fixed overhead costs and rationalize
capacity utilization.

The ratings for Unifi Inc. reflect highly competitive market
conditions because of the pre-dominance of commodity products,
the company's narrow business focus, and the fundamental changes
in the industry dynamics that have negatively affected operating
performance. These factors are offset by the company's leading
market position and diverse end-use markets, as well as by its
moderate financial profile. Unifi is the dominant producer of
texturized polyester and nylon yarns in the U.S., which are
integral materials in the manufacture of fabrics for various
textile applications.

Continued weakness across all of Unifi's end-use markets has
exacerbated pricing and margin pressures. Since the fall of
2000, volumes for both polyester and nylon yarns have continued
to decline and these markets remain highly competitive. The
nylon segment continues to face weak demand, especially in the
nylon hosiery and seamless apparel markets.

Despite difficult operating conditions, Unifi has reduced debt
by over $250 million since December 2000. Nevertheless,
financial measures continue to be negatively affected, with
EBITDA to interest of about 3.2 times, an EBITDA margin of about
10%, and total debt to EBITDA of about 3.5x for the 12 months
ended March 24, 2002. Standard & Poor's does not expect
significant improvements in these measures because of the
challenges in Unifi's operating environment. Further, Standard &
Poor's will monitor the progress of the DuPont arbitration.

                             Outlook

The outlook reflects Standard & Poor's expectations that Unifi
will maintain its leading market positions and credit measures
commensurate for the rating. If difficult operating conditions
continue or financial measures decline further, Standard &
Poor's would initiate a review of the rating.

                           Ratings List

Unifi Inc.                                   To         From

* Long-term corporate credit rating          BB          BB+
* Senior unsecured debt                      BB          BB+


VERADO HOLDINGS: Committee Taps Akin Gump for Legal Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Verado
Holdings, Inc., secured approval from the U.S. Bankruptcy Court
for the District of Delaware to tap the legal services of Akin,
Gump, Strauss, Hauer & Feld, LLP as co-counsel, nunc pro tunc to
March 7, 2002.

From the Petition Date through the Committee Formation Date,
Akin Gump rendered professional services to a group of Verado
creditors.  As counsel to the Committee, Akin Gump will:

     a) advise the Committee with respect to its rights, and
        duties and powers in these Cases;

     b) assist and advise the Committee in its consultations
        with the Debtors relative to the administration of these
        cases;

     c) assist the Committee in analyzing the claims of the
        Debtors' creditors and the Debtors' capital structure
        and in negotiating with holders of claims and equity
        interests;

     d) assist the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and other parties involved with the Debtors,
        and of the operation of the Debtors' businesses;

     e) assist the Committee in its analysis of and negotiations
        with the Debtors or any third party concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset disposition,
        financing of other transactions and the terms of a plan
        of reorganization for the Debtors;

     f) assist and advise the Committee as to its communication
        to the general creditor body regarding significant
        matters in these cases;

     g) represent the Committee at all hearings and other
        proceedings;

     h) review and analyze all applications, orders, statements
        of operations and schedules filed with the Court and
        advise the Committee as to their propriety;

     i) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     j) perform such other legal services as may be required and
        are deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

The Committee assures the Court that Akin Gump will coordinate
with Klett Rooney Lieber & Schorling, its Delaware co-counsel,
to prevent duplication of services.

The Committee agrees to pay Akin Gump its customary hourly rates
as:

     Partners                        $400 to $700 per hour
     Special Counsel and Counsel     $285 to $600 per hour
     Associates                      $185 to $430 per hour
     Paraprofessionals               $55 to $165 per hour

The professionals and their current hourly rates presently
expected to have primary responsibility for providing services
to the Committee are:

     Michael S. Stamer (Partner)           $550 per hour
     Christopher A. Provost (Associate)    $350 per hour

Verado Holdings, Inc., through its subsidiaries, provides
outsourced services as well as professional services, data
center, and application hosting solutions for various
businesses. The Company filed for chapter 11 protection on
February 15, 2002. When the Debtors filed for protection from
its creditors, it listed $61,800,000 in assets and $355,400,000
in liabilities.


WHX CORPORATION: First Quarter Net Loss Slides-Up to $19 Million
----------------------------------------------------------------
WHX Corporation (NYSE: WHX) reported a net loss, including
extraordinary items and the cumulative effect of an accounting
change, of $19.3 million for the first quarter of 2002 compared
to a net loss of $10.2 million in the first quarter of 2001.  
After deducting accruals for preferred dividends, basic and
diluted loss per common share was $1.51 for the first quarter of
2002, compared with a $1.05 loss per common share for the first
quarter of 2001.

In the first quarter of 2002 earnings before extraordinary items
and the cumulative effect of an accounting change were $5.8
million compared to a net loss of $10.2 million in the
comparable 2001 period.  Sales for the first quarter of 2002
were $148.0 million compared with sales of $156.1 million for
the first quarter of 2001.  After deducting accruals for
preferred dividends, and before extraordinary items and the
cumulative effect of an accounting change, basic and diluted
income per common share was $0.07 for the first quarter of 2002,
compared to a $1.05 loss per common share for the first quarter
of 2001.

In the first quarter of 2002 the Company had extraordinary
income of $18.9 million (net of tax), or $1.19 per basic and
diluted common share, related to the gain on early retirement of
$82.5 million of 101/2% Senior Notes.

As previously announced, during the quarter the Company adopted
Statement of Financial Accounting Standards No. 142 effective
January 1, 2002.  These new rules require, among other things,
that goodwill and other intangible assets with indefinite useful
lives no longer be amortized, and that they be tested for
impairment at least annually.  The adoption of the non-
amortization provision of SFAS No. 142 resulted in a first
quarter earnings improvement of $2.2 million over the first
quarter of 2001.  In addition, WHX recorded a $44 million non-
cash charge ($2.77 per basic and diluted common share), for
goodwill impairment related to the Handy & Harman Wire Group in
the first quarter.  Based on the present value of cash flow
projections, it is estimated that this Group's performance will
not be sufficient to recover its recorded goodwill.  This charge
is shown as the cumulative effect of an accounting change.

On November 16, 2000, one of the Company's wholly owned
subsidiaries, Wheeling-Pittsburgh Corporation (WPC), and its
subsidiaries, filed petitions seeking reorganization under
Chapter 11 of the United States Bankruptcy Code. As a result of
the Bankruptcy Filing, the Company has, as of November 16, 2000,
deconsolidated the balance sheet of WPC and its subsidiaries.  
As a result of the deconsolidation, the consolidated balance
sheets at March 31, 2002 and December 31, 2001 do not include
any of the assets or liabilities of WPC and its subsidiaries,
and the accompanying March 31, 2002 and 2001 consolidated
statements of operations exclude the operating results of WPC.

                First Quarter Operating Results
                  and Other Income / Expense

For the first quarter of 2002, operating income was $4.0
million, compared to operating income of $0.5 million in the
first quarter of 2001.

First quarter operating income from the Handy & Harman Precious
Metal segment increased from $1.0 million in 2001 to $1.6
million in 2002.  After excluding a $3.3 million precious metal
lower of cost or market charge in 2001, which were partially
offset by precious metal gains of $0.6, operating income
decreased by $2.1 million, primarily from reduced revenues
resulting from a fire at the Company's Sumco facility and weaker
demand for fabricated products.  Operating income at the H&H
Wire & Tubing segment declined slightly from $1.9 million in
2001 to $1.8 million in 2002 primarily due to continued weakness
in the semiconductor fabrication market.  Operating income at
the H&H Engineered Materials Segment increased from $0.2 million
in 2001 to $0.9 million in 2002, primarily from an increase in
its customer base and new products.  The Unimast segment
reported an increase in operating income from $2.5 million in
the first quarter 2001 to $4.3 million in the first quarter of
2002.  The 2002 results include $1.0 million of operating income
from Pittsburgh Canfield, the assets of which were acquired from
WPC on June 29, 2001.  The remaining increase resulted from the
recovery of a previously reserved account receivable, offset by
lower unit selling prices.  Costs and expenses related to the
WPC bankruptcy had a negative impact at the corporate level,
including non-cash pension expense of $1.9 million in the first
quarter of 2002, which is no longer allocated to WPC.

Other income was $1.4 million for the first quarter 2002
compared to $3.4 million of expense in the first quarter of
2001.  The expense in the first quarter of 2001 is primarily
related to declines in the value of the Company's investments in
marketable equity securities.

                    Subsequent Event

On April 26, 2002 the Company announced that Handy & Harman had
decided to exit certain of its precious metal activities.  This
decision will result in a second quarter charge in the range of
$14.5 million to $16.5 million. Additionally, in accordance with
SFAS No. 144, H&H will incur increased depreciation expense of
approximately $9.0 million on equipment during the remaining
operating period of the affected businesses, estimated to be six
months.

                 Liquidity and Capital

At March 31, 2002, total liquidity, comprising cash, short-term
investments (net of related investment borrowings) and funds
available under bank credit arrangements, totaled $122.4
million.  At March 31, 2002, funds available under credit
arrangements totaled $46.2 million.

                        *   *   *

As previously reported, WHX had been notified by the New York
Stock Exchange that its share price had fallen below the
continued listing criteria requiring an average closing price of
not less than $1.00 over a consecutive 30 trading-day period.  
Following notification by the NYSE, WHX has up to six months by
which time WHX's share price and average share price over a
consecutive 30 trading-day period may not be less than $1.00.  
In the event these requirements are not met by the end of the
six-month period, WHX would be subject to NYSE trading
suspension and delisting and, in such event, WHX believes that
an alternative trading venue would be available.  WHX is
currently evaluating alternatives to bring its average share
price back into compliance with NYSE requirements, including a
potential reverse stock split which is one of the proposals to
be acted upon at the 2002 Annual Meeting of Stockholders.


WILLIAMS COMMS: US Trustee Appoints Unsec. Creditors' Committee
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee for Region II appoints these Creditors, being
among the largest unsecured claimants who are willing to serve,
to the Official Committee of Unsecured Creditors, in Williams
Communications Group, Inc.'s chapter 11 cases:

    A. Pacific Investment Management Company, LLC
       840 Newport Center Drive, Newport Beach, California 92660
       Attn: Raymond Kennedy and David Behenna
       Phone: (949) 720-6378

    B. PPM America
       225 W. Wacker #1200, Chicago, Illinois 60606
       Attn: Joel Klein
       Phone: (212) 654-2559

    C. R2 Investments LDC c/o Amalgamated  Gadget L.P.
       301 Commerce St., Suite 2975, Fort Worth, Texas 76102
       Attn: Guillaume Buccava
       Phone: (817) 332-9500

    D. Strom Hedgecap Fund L.P.
       100 Wilshire Blvd., Santa Monica, California 90401
       Phone: (310) 917-6600

    E. Creedon Keller Partners Inc.
       123 Second St., Suite 120, Sausalito, California 94965
       Attn: Paul Giordano, Esq.
       Phone: (415) 332-0111

    F. The Income Fund of America, Inc.
       11100 Sta. Monica Blcd., Los Angeles, California 90025
       Attn: Marc Linden
       Phone: (310) 996-6000

    G. Wilmington Trust Company
       75 East 55th St., New York, New York 10022
       Attn: Madlyn Gleich Primoff, Esq.
       Phone: (212) 318-6000

    H. Wells Fargo Bank, National Association
       608 2nd Avenue South, Minneapolis, Minnesota 55479
       Attn: Lisa A. Miller, Vice President
       Phone: (612) 667-9825

    I. The Williams Companies Inc.
       One Williams Center, Tulsa, Oklahoma 74172
       Attn: William G. Von Glahn
       Phone: (918) 573-2480
       (Williams Bankruptcy News, Issue No. 3; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


ZENITH INDUSTRIAL: Wins Nod to Tap Dratt-Cambell as Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives its
stamp of approval to Zenith Industrial Corporation to hire
Dratt-Cambell Company as a Business Consultant.

Dratt-Campbell has extensive experience in reorganization
proceedings and enjoys an excellent reputation for services
rendered in large and complex chapter 11 cases throughout the
United States, the Debtor asserts.

The professional services Dratt-Campbell will render to the
Debtors and the cost associated with such services are:

     a) provide assistance in the development and implementation
        of strategic business plan for an estimated cost of
        $25,000 to $50,000;

     b) determine the appropriate capital structure based upon
        the business plan result for an estimated cost of
        $25,000 to $40,000;

     c) assist management and counsel in structuring an
        appropriate plan of reorganization and in negotiating
        with creditors and their advisors concerning trade
        credit and the plan for an estimated cost of $35,000 to
        $50,000;

     d) assist in the identification of and, to the extent
        requested, provide consultation related to the
        implementation of internal cost reduction plans for
        estimated cost $10,000 to $20,000;

     e) assist in the review or development of labor and
        employee compensation arrangement for an estimated cost
        of $10,000 to $20,000;

     f) assist n the review or development of labor and employee
        compensation arrangements for an estimated cost of
        $10,000 to $20,000;

     g) assist in the preparation of documents necessary for
        confirmation of this Chapter 11 case/sale of the Debtor
        including debt agreements and financial information
        contained in the disclosure statement for an estimated
        cost of $30,000 to $40,000; and

     h) provide litigation consultation services and expert
        witness testimony if requested by the Debtors for an
        estimated cost of $10,000 to $20,000

At the Debtor's request, Dratt-Campbell agrees to provide
additional bankruptcy and business consulting services in an
estimated fee of $140,000 to $240,000.

Zenith Industrial Corporation, a leading worldwide, full-service
Tier 1 supplier of highly engineered metal-formed components,
complex modules and mechanical assemblies for automotive OEMs
filed for chapter 11 protection on March 12, 2002. Joseph A.
Malfitano, Esq., Edward J. Kosmowski, Esq., Robert S. Brady,
Esq. at Young Conaway Stargatt & Taylor, LLP and Larry S. Nyhan,
Esq., Matthew A. Clemente, Esq., Paul J. Stanukinas, Esq. at
Sidley Austin Brown & Wood represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********


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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***