TCR_Public/020520.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 20, 2002, Vol. 6, No. 98     

                          Headlines

AMF BOWLING: Bondholders Receive First & Final Distribution
ACCUHEALTH INC.: Courts Okays Conversion Of Cases to Chapter 7
ACXIOM CORP.: S&P Affirms BB+ Rating & Changes Outlook To Stable
ADELPHIA BUSINESS: U.S. Trustee Appoints Unsecured Panel Members
ADELPHIA COMM: Timothy J. Rigas Steps Down as Executive VP & CFO

AMES DEPT.: Asks To Extend Exclusive Period To Feb. 28, 2003
ARMSTRONG WORLD: Committee Taps RPW&B As Asbestos PD Litigators
AVADO BRANDS: John Dubois Discloses 7% Equity Stake
BCE TELEGLOBE: Fitch Hatchets $1.3B Unsecured Notes Rating to D
BETHLEHEM STEEL: Vanover Seeks Stay Relief To Pursue $1.5M Claim

BINGHAM FINANCIAL: Falls Short of Nasdaq's Listing Standards
BRILLIANT DIGITAL: Sets Shareholders' Meeting On June 20 In CA
CARIBBEAN PETROLEUM: Employing Reed Smith as Local Counsel
COMDISCO: Reports Fiscal 2nd Quarter & 6-Month Financial Results
CONCERO INC.: Intends To Appeal Nasdaq Delisting Notification

COVANTA: Taps Deloitte & Touche as Independent Auditors
CRIIMI MAE: Deferring Payment of Q2 Dividends On Preferred Stock
CYGNIFI DERIVATIVES: Hires Cherpock & Rosenfeld as Accountants
CYGNIFI DERIVATIVES: Co-Exclusive Period Now Runs to July 30
DAEWOO MOTOR: Case Summary & Largest Unsecured Creditor

DIGITAL TRANS: Weak Telecom Market Affects Results, Liquidity
ENRON RESERVE: Case Summary & 13 Largest Unsecured Creditors
EOTT ENERGY: Will File 2001 Annual Report With SEC On May 24
EAGLE-PICHER: Senior Lenders Agree To Amend Credit Agreement
ENRON CORP.: Enters Into Forbearance Agreement With JPMorgan

ENRON CORP: Wants to Modify Susan Godfrey's Retention as Counsel
ENRON CORP.: Agrees With NW Natural To Terminate PGE Sale Pact
EXIDE TECHNOLOGIES: Moves To Hire Ordinary Course Professionals
FFC HOLDING: Has Exclusive Right File Its Plan Until May 29
FLAG TELECOM: Engages Friedman Wang As Litigation Counsel

FOCAL COMMS: Shareholders' Meeting Set For June 12 In Chicago
FRUIT OF THE LOOM: NWI Inks Global Environmental Settlement
GLOBAL CROSSING: GT U.K. Has Until June 24 to File Schedules
GOLDMAN INDUSTRIAL: Committee Wants Miller Canfield as Attorneys
HEARTLAND TECHNOLOGY: Expects Delisting From Amex

HIGH SPEED ACCESS: Nasdaq To Delist Shares Tomorrow
ICG COMMS: Power & Telephone Asks To Allow $4M Claim For Voting
IT GROUP: Contaminant Control Presses For Decision On Contracts
IMPERIAL SUGAR: Continues EBITDA Covenant Talks with Lenders
INTEGRATED INFO: Working Capital Deficit Tops $4.57M At March 31

KAISER ALUMINUM: Asbestos Claimants Hire Campbell as DE Counsel
NEWCOR INC: Committee Gets OK to Employ Kramer Levin as Counsel
LTV: Signs-Up Marsh To Negotiate Close-out Of Insurance Programs
MEMC ELECTRONIC: Plans Special Shareholders' Meeting in Missouri
METALS USA: Governmental Units' Bar Date Extended To July 8

METROLOGIC: Obtains Bank Waiver of all Existing Defaults
METROLOGIC: Reports Financial Results For 2002 First Quarter
MRS. FIELDS: S&P Junks Corp. Credit Rating on Limited Liquidity
NATIONAL STEEL: Seeks Court Approval of Security Bond Program
ONSITE: Committee & Debtors Want to Extend Solicitation Period

ONVIA.COM INC.: Board Approves 1-for-10 Reverse Stock Split
PACIFIC GAS: ABAG Seeks Sufficient Notice for Voting Procedures
PROVELL INC.: Retains Proskauer Rose as Reorganization Counsel
PROVELL: Looks to Financo and Stone Ridge for Financial Advice
PACIFICARE: Fitch Rates $200 Mill. Senior Unsecured Notes at B+

PSINET: Trustee Wins Nod on ISI Agreement Resolving Saudi Issues
rSTAR CORP.: Fails To Comply With Nasdaq's Listing Requirements
STARTEC GLOBAL: Zesieger Capital Discloses 8.4% Equity Interest
SULZER MEDICA: Will Decide On May 22 re Class Action Settlement
SUN HEALTHCARE: Releases First Quarter Financial Results

TIDEL TECH: Records $3.9MM Working Capital Deficit At March 31
USG CORP.: Wants To Stretch Exclusive Period Through Nov. 1  
USOL HOLDINGS: Going Concern Ability Remains Doubtful
WILLIAMS COMMS: Seeking to Employ Ordinary Course Professionals
WORLDCOM: BB Corporate Credit Rating Remains On Watch Negative

ZILOG INC: Court Confirms Amended Joint Reorganization Plan

* BOND PRICING: For The Week of May 19 - May 24, 2002

                          *********

AMF BOWLING: Bondholders Receive First & Final Distribution
-----------------------------------------------------------
On February 1, 2002, the United States Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, confirmed AMF
Bowling Worldwide's Second Amended Second Modified Joint Plan of
Reorganization. The Plan became effective on March 8, 2002, at
which time the Company issued 9,250,000 shares of its new common
stock and $150,000,000 aggregate principal amount of 13.00%
Senior Subordinated Notes due 2008 and distributed $286,700,000
in cash to its former secured creditors under the Company's
prepetition credit agreement in full satisfaction of their
claims.

On April 29, 2002, pursuant to the Plan, AMF Bowling Worldwide
made the first and final distribution of new securities under
the Plan to holders of the 10 7/8% Series B Senior Subordinated
Notes due 2006 and the 12 1/4% Series B Senior Subordinated
Discount Notes due 2006 issued by the Company prepetition in
full satisfaction of all claims held under the Prepetition
Bonds. With respect to the Prepetition Bonds, the Company issued
through the Depository Trust Company 705,515 shares of its
common stock, 1,660,036 Series A Warrants, and 1,621,874 Series
B Warrants. This distribution represents approximately ninety-
four percent (94%) of each type of the new securities allocated
under the Plan for issuance to holders of prepetition, unsecured
claims against the Company. The total number of each new
security type which was allocated under the Plan to holders of
prepetition, unsecured claims was 750,000 shares of new common
stock, 1,764,706 new Series A Warrants, and 1,724,138 new Series
B Warrants. Holders of claims under the Prepetition Bonds will
receive no further distributions under the Plan. The remaining
approximately six percent (6%) of each type of the new
securities allocated under the Plan to holders of prepetition,
unsecured claims against the Company (i.e., 44,485 shares of new
common stock, 104,670 new Series A Warrants, and 102,264 new
Series B Warrants) will be distributed in the future to other
prepetition, unsecured claims and holders of uninsured,
prepetition tort claims, in accordance with the Plan.

AMF Bowling Worldwide, Inc. and its direct and indirect
subsidiaries are the largest owners and operators of bowling
centers in the world. The Company also owns the Michael Jordan
Golf Company, a business formed to build and operate state-of-
the-art golf practice and teaching ranges in select U.S.
locations. AMF is also a leader in the manufacturing and
marketing of bowling products, directly or indirectly supplying
over 10,000 bowling centers worldwide. Additionally, AMF
manufactures and markets the PlayMaster, Highland and
Renaissance brands of billiards tables. AMF filed for bankruptcy
protection on July 3, 2001 in Virginia. Slayton Dabney, Jr.,
Esq. and Dion W. Hayes, Esq. at McGuireWoods LLP, and Marc
Abrams, Esq. and Rachel Strickland, Esq. at Willkie, Farr &
Gallagher are helping the company in its restructuring efforts.

DebtTraders reports that AMF Bowling Worldwide's 12.250% bonds
due 2006 (AMBW06USR2) are quoted between 2.5 and 3.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMBW06USR2
for real-time bond pricing.


ACCUHEALTH INC.: Courts Okays Conversion Of Cases to Chapter 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the request of Accuhealth, Inc. and its debtor-
affiliates to convert its chapter 11 cases to chapter 7
liquidation proceedings under the Bankruptcy Code. The Court
also gives its authority allowing the Debtors to abandon
receivables and causes of action to Rosenthal & Rosenthal, Inc.,
as Intercreditor Agent for the Senior Noteholders.

The Debtors have determined that they will not be able to
effectuate any plan and the continuation of their chapter 11
cases serves no useful purpose.

Since Rosenthal is no longer willing to fund the liquidation of
the estates under Chapter 11, the Debtors believe that the best
thing to do is to convert these cases to Chapter 7 Liquidation.

The Court also directed the Office of the United States Trustee
to appoint a Chapter 7 trustee in each of the Debtors' cases.

Before filing for chapter 11 protection, Accuhealth, Inc. were
engaged in the business of providing home health care services
in the New York metropolitan area. Gerard Sylvester Catalanello,
Esq., James J. Vincequerra, Esq. at Brown Raysman Millstein
Felder & Steiner and Martin A. Mooney, Esq. at Deily, Dautel &
Mooney, LLP represent the Debtors as they wind-up their
financial affairs.


ACXIOM CORP.: S&P Affirms BB+ Rating & Changes Outlook To Stable
----------------------------------------------------------------
On May 16, 2002, Standard & Poor's affirmed its 'BB+' corporate
credit and senior secured and 'BB-' subordinated ratings on
Acxiom Corp. At the same time, Standard & Poor's revised its
outlook to stable from negative on the Little Rock, Arkansas,
company.

The outlook revision reflected three quarters of sequential
improvement in profitability measures with expectations for
continued improvement.

The ratings on Acxiom reflect its good niche market position and
adequate cash flow generation. Acxiom provides database
marketing, data warehousing, and decision-support services.

Business risk is tempered by Acxiom's expertise in managing its
comprehensive consumer databases. More than half its direct
marketing assignments are performed for long-term clients, and
outsourcing contracts generally cover multiple years, offsetting
a concentrated customer base and providing a degree of revenue
predictability. However, the company is still a relatively small
participant in a growing and fragmented industry that may see
the entrance of several, much larger competitors. Channel
partnering and moderate acquisitions could continue, primarily
to expand participation in selected vertical markets, enhance
distribution capability, and provide additional operational
diversity.

For the fiscal year ended March 31, 2002, revenues declined 14%,
to $866 million, from the year-earlier period, and Acxiom
reported a net loss of $32 million, compared to net income of $6
million in the year-earlier period. However, to offset the
current market weakness, the company has implemented cost-
reduction actions and has grown revenues and profitability
sequentially for the three quarters ended March 31, 2002. In
addition, Acxiom has generated good free cash flow from
operations, which has allowed it to pay down more than $61
million in debt obligations during the three quarters. Total
debt to EBITDA is less than 3 times, and EBITDA interest
coverage is in the 5x area.

                       Outlook

The outlook revision reflects Standard & Poor's expectation that
profitability and credit protection measures will continue to
improve, and that management will maintain an appropriate
financial profile for the current rating.

                    RATINGS LIST

Acxiom Corp.

   * Corporate credit rating BB+
   * Sr. secrd bank loan BB+
   * Sub. notes BB-


ADELPHIA BUSINESS: U.S. Trustee Appoints Unsecured Panel Members
----------------------------------------------------------------
Adelphia Business Solutions, Inc.'s and its debtor-affiliates'  
United States Trustee for Region II amends the appointment of
the Official Committee of Unsecured Creditors for the second
time by removing Fidelity Management & Research Co. from the
Committee. The Committee will now have these members:

      A. Bell South Corporation
         1155 Peachtree St., Suite 1929, Atlanta, GA 30309-3610
         Attn: Bradley O. Greene, Exec. Dir. - Corp. Development
         Phone: (404) 249-4506     Fax: {404} 249-4740

      B. The Bank of New York
         5 Penn Plaza, 13th Floor, New York, NY 10001
         Attn: Loretta Lundborg, Vice President
         Phone: (212) 896-7273     Fax: (212) 328-7302

      C. Bank of America
         901 Main St., Dallas, Texas 75202
         Attn: Robin Phelan
         Phone: (214) 209-0966     Fax: (214) 290-9490

      D. Fujitsu Network Communications Inc.
         2801 Telecom Parkway, Richardson, TX 75082
         Attn: Charles R. Owen, Assistant General Counsel
         Phone: (972) 479-3713     Fax: (972) 479-2992

      E. Wilmington Trust Co.
         Rodney Square North, 1100 Malat St., Wilmington, DE
         19801
         Attn: Michael Diaz
         Phone: (302) 656-8326     Fax: (302) 636-4140

(Adelphia Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMM: Timothy J. Rigas Steps Down as Executive VP & CFO
----------------------------------------------------------------
Adelphia Communications Corporation (Nasdaq: ADLAE) announced
the resignation of Timothy J. Rigas, the Company's Executive
Vice President, Chief Financial Officer, Chief Accounting
Officer, and Treasurer.  The announcement was made by Chairman
and Interim Chief Executive Officer, Erland E. Kailbourne.

The Company also announced that a Special Committee of the Board
consisting of three independent directors will have broad powers
to conduct a full and thorough investigation into a number of
issues, including ones regarding transactions between the
Company and certain entities controlled by the Rigas family.

Leslie J. Gelber is Chairman of the Special Committee.  Mr.
Gelber is the President and Chief Operating Officer of Caithness
Corporation, and was formerly the President of Cogen
Technologies, Inc. and ESI Energy, Inc.  The other members of
the Special Committee are Dennis P. Coyle, General Counsel and
Secretary of the FPL Group, Inc., and Florida Power & Light
Company, and Mr. Kailbourne, the former Chairman and Chief
Executive Officer of Fleet National Bank (New York Region), a
member of the New York State Banking Board and a director of six
companies.

Timothy Rigas' resignation is effective immediately.  Beginning
today, the Company's CFO responsibilities will be managed on an
interim basis by the Special Committee and outside financial
advisers.  The Company is currently in the process of
identifying a successor in the immediate future.  Mr. Rigas will
retain his seat on the Board of Directors.

Mr. Kailbourne said: "Adelphia is a company with tremendous
assets, some of the best franchises in the cable industry,
strong revenues and a great commitment to customer service.  In
the coming days and weeks, we are going to take the actions
necessary to build on that solid foundation and put the Company
on a path of renewed growth.

"Right now, Adelphia is under scrutiny and the Special Committee
and I are totally committed to addressing all issues head-on and
resolving them quickly and thoroughly.  In so doing, we will act
in the interest of all shareholders, lenders, employees and our
customers.

"Our top priority is to restore the confidence of our lenders,
shareholders and the marketplace as a whole.  The only way to do
that is to have a complete, unflinching review of all the
questions that have been raised -- and to make a full and candid
disclosure of each and every problem the Company finds to exist.

"A Special Committee of the Board, made up of outside directors,
is leading the investigation into these matters.  The Board has
authorized the Special Committee to hire a team of lawyers,
forensic accountants and financial advisers to work on site at
the Company.  They are charged with reviewing the Company's
books, records and practices, as well as interviewing employees.  
All this will be done with an eye toward reaching a prompt
conclusion on each question that has been raised so far, and
with a view toward resolving any additional issues we find.

"I pledge my personal cooperation, along with the Company's,
with the investigations that are currently underway.  I also
pledge that we will have a company based on the principle of
full and accurate disclosure of information. We will take
whatever steps necessary to erase any doubts about the integrity
of our operations or financial statements."

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

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


AMES DEPT.: Asks To Extend Exclusive Period To Feb. 28, 2003
------------------------------------------------------------
Ames Department Stores, Inc and its debtor-affiliates ask the
Court for a 9-month extension of their exclusive periods during
which to propose and file a plan of reorganization and solicit
creditors' acceptances of that plan. The Debtors ask that their
Exclusive Filing Period be extended through and including
February 28, 2003 and that their Exclusive Solicitation Period
run through April 29, 2003.  The Debtors make it clear that this
request is without prejudice to the Company's right to seek
additional extensions.  The timing of Chapter 11 emergence is
critical in the retail industry and the Debtors understand the
Committee is likely to prefer that Ames formally emerge after
the Christmas holiday season.

According to David H. Lissy, Esq., Ames Senior Vice President
and General Counsel, the initial six-month extension of the
exclusive periods granted by the Court was well spent.  Indeed,
the Debtors and the statutory creditors' committee have worked
cooperatively during that period and have substantially agreed
on a Chapter 11 structure and the details of a term sheet.

Mr. Lissy relates that, in retail cases, short extensions of the
exclusive periods, particularly as the Back to School and
Christmas holiday seasons approach, result in uncertainty within
the vendor community.  The uncertainty is to whether the debtor
retailer will reorganize or liquidate, severely damaging the
debtor retailer's ability to build up inventories at favorable
credit terms, and this is vital for a successful reorganization.

Mr. Lissy explains that the holiday selling season is the single
largest selling season for retailers, including the Debtors. The
Debtors depend heavily upon the fourth quarter/holiday selling
season, which comprises about 35% of the Debtors' total annual
revenues. To achieve strong holiday season results, the Debtors
must begin to stock up on hundreds of million of dollars of
merchandise in August, September, and October. This massive
undertaking requires precise coordination with the Debtors'
vendors and distributors as well as the dedication and effort of
thousands of the Debtors' employees and the bulk of the time of
the Debtors' senior management. All Ames's efforts must continue
to remain focused on planning for and effectuating a strong 2002
holiday sale season. Thus, Mr. Lissy continues, it is imperative
that distractions of any kind, which might impede the Debtors'
ability to purchase merchandise and to sell goods during the
holiday season be minimized. Responding to a competing plan
while simultaneously preparing for the holiday selling season
would seriously undermine the Debtors' restructuring efforts.

Additionally, while Ames has undertaken significant efforts to
reestablish vendor and trade terms, the Debtors are concerned
that without the requested extension of Exclusive Periods, their
extensive efforts thus far will be adversely impacted. Notably:

A. vendors may reduce any recently enhanced trade terms;

B. vendors who have not yet agreed to improved terms may
   continue to decline to do so for fear a loss of exclusivity
   may create turmoil and uncertainty; or,

C. vendors may even decline to ship in an uncertain environment.

Mr. Lissy deems that diverting the attention of Ames and its
vendors away from the 2002 holiday season would also be
counterproductive as it would undermine the common goal of
maximizing the Debtors' enterprise value.

Mr. Lissy submits that failure to extend the Exclusive Periods
at this critical time would send a strong, adverse, and
incorrect, public message that the Debtors' reorganization
efforts are floundering. Such a message would lead to a lack of
confidence among the Debtors' key constituencies including
employees, vendors, and customers. Employees may again fear for
the security of their jobs, becoming less productive and causing
unnecessary and harmful attrition; vendors may tighten credit
terms or refuse to ship altogether; customers unable to find the
items they need at Ames may begin to patronize other retailers.
In short, failure to extend the Exclusive Periods could subvert
the Debtors' overall business operations and progress to date.

Besides, Mr. claims that the sheer size and complexity of the
Debtors' Chapter 11 cases alone constitutes sufficient cause to
extend the Exclusive Periods. By any reasonable measure, the
Debtors' Chapter 11 cases are sufficiently large and complex to
warrant an extension of the Exclusive Periods. The Debtors'
cases, with thousands of creditors and approximately
$1,500,000,000 in assets and liabilities, is among the larger
and more complex chapter 11 cases - certainly by nationwide
standards.

Moreover, Mr. Lissy says that no other party currently has a
plan to propose, and no one will be precluded from asking the
Court's permission to propose a plan if exclusivity is extended.
The extension only causes a putative plan proponent to ask
permission before filing a plan. This way irresponsible or
destructive plans and their concomitant effects on the business
can be avoided.

Mr. Lissy cites that, to date, the Debtors have achieved major
and solid accomplishments in the eight and one half months since
their Chapter 11 cases commenced. Notably, Ames's financial
results have been substantially in accordance with its business
plan. Ames has developed new advertising strategies and is
working toward very positive fall/back-to-school and 2002
holiday seasons. In addition to preparing a forward-looking
business plan, the Debtors have presented a Chapter 11 plan term
sheet to the Committee and meets with the Committee every month.
They have analyzed virtually their entire estate, and have
closed a rational set of stores to pay down their debt and leave
an efficient and profitable core business of approximately 330
stores. This will lead to the parameters of exit financing,
which is already being formulated with Ames's DIP lenders and
other potential lender groups.

Also, Mr. Lissy mentions that the Debtors are making required
post-petition payments and effectively managing their business.
The Debtors have sufficient liquidity and are paying their bills
as they come due. This is unlikely to change given:

A. the Debtors' availability under their debtor in possession
   financing facilities aggregating $755 million;

B. increasingly better credit terms granted by vendors; and,

C. Ames's financial performance since the Commencement Date.

Mr. Lissy assures the Court that the request for extra time is
not a negotiation tactic, but merely reflections of the fact
that these cases are not yet ripe for the formulation and
confirmation of a viable Chapter 11 plan. It will not prejudice
any party in interest, but rather will afford the Debtors an
opportunity to propose a realistic and viable Chapter 11 plan.
(AMES Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARMSTRONG WORLD: Committee Taps RPW&B As Asbestos PD Litigators
---------------------------------------------------------------
The Official Committee of Asbestos-Related Property Damage
Claimants of Armstrong World Industries, Inc., and its related
and subsidiary Debtors asks Judge Newsome for his approval of
the Committee's retention of the law firm of Richardson,
Patrick, Westbrook & Brickman, LLC, as its special litigation
counsel, effective as of May 1, 2002.

In order for the PD Committee to perform properly the functions
and duties vested in it by the Bankruptcy Code, it is essential
that it have the expertise and advice of experienced counsel,
including not only bankruptcy counsel but also counsel
experienced in asbestos property damage litigation.

The professional services for which the PD Committee desires to
employ RPW&B include, without limitation:

      (a) assist the PD Committee in investigating the
liabilities associated with property damage claims, and other
aspects of the Debtors' potential liability from the
manufacture, sale, distribution, installation or other
association with products containing asbestos;.

      (b) provide the PD Committee with legal advice with
respect to asbestos property damage litigation matters in the
Debtors' cases;

      (c) participate in the preparation for and trial of
liability issues scheduled for hearing on September 27 and 28,
2002;

      (d) consult with the Debtors, the other committees, major
creditors and parties in interest, and the United States Trustee
concerning the litigation of property damage claims of the
Debtors' cases and their estates; and

      (f) perform such other legal services as may be required
and as are deemed to be in the best interests of the PD
Committee and the constituency it represents.

Joanne B. Wills of the Wilmington firm of Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, points out that the Debtors
have retained special counsel with expertise in asbestos
property damage, including Kirkland & Ellis, Kasowitz, Benson,
Torres & Friedman LLP and Weil, Gotshal & Manges, LLP.

RPW&B has agreed to make appropriate applications to this Court
for compensation and reimbursement of expenses in compliance
with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules
of this Court, and any Order entered by this Court in these
cases modifying the timing and/or procedures applicable the
payment of interim compensation and reimbursement of expenses.
RPW&B will bill at its normal hourly rates.

The range of current hourly rates for complex litigation for the
attorneys and paralegals at RPW&B with primary responsibility
for this matter is:

            Partners                  $350 to $650
            Associates                $150 to $310
            Paralegals                 $60 to $125

These hourly rates are subject to periodic increase in the
normal course of RPW&B's business. The particular attorneys and
paralegals assigned to these cases will from time to time vary
based upon the needs of the engagement. All such professionals
will bill at RPW&B's regular hourly rate for work of this
nature.

Edward J. Westbrook, a member of the firm of Richardson,
Patrick, Westbrook & Brickman, LLC, which firm maintains offices
in Barnwell, South Carolina, Charleston, South Carolina and Mt.
Pleasant, South Carolina, avers that, to the best of his
knowledge and information, except in connection with certain
asbestos property damage claimants individually represented,
RPW&B neither holds nor represents any interest adverse to the
PD Committee, the Debtors, their creditors or other parties in
interest or their respective attorneys in these cases.

RPW&B has no connection with the Debtors, their creditors, or
any other party in interest, or their respective attorneys or
accountants, or the United States Trustee or any person employed
in the office of the United States Trustee, except that from
time to time, RPW&B may have represented certain creditors and
other parties in interest, or interests adverse to such
creditors or parties in interest in matters unrelated to the
Debtors' chapter 11 cases. In addition, RPW&B discloses, in the
narrative that follows, past or existing engagements or
connections with certain parties in interest in these cases.
Unless otherwise noted, (a) none of the past or present clients
disclosed represent in excess of one tenth of one percent of the
Firm's annual revenue, and (b) engagements concluded five or
more years ago are excluded. RPW&B has filed proofs of claim on
behalf of Pacific University, Stanford University, Rutgers
University and Thomas Moore College.

In addition to these disclosures, due to the size and diversity
of its practice, RPW&B may have represented or otherwise dealt
with, and may now be representing or otherwise dealing with
various persons (and their attorneys and accountants) who are or
may consider themselves creditors, equity security holders, or
parties in interest in these cases, but who are not presently
identified as creditors or equity security holders.  However,
such representations or involvement, if any, does not relate to
the Debtors or their estates. (Armstrong Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


AVADO BRANDS: John Dubois Discloses 7% Equity Stake
---------------------------------------------------
John DuBois of Miami, Florida beneficially owns 7.0% of the
outstanding common stock of Avado Brands Inc. represented by his
ownership of 2,095,880 shares of the Company's common stock.  
Mr. DuBois has sole voting and dispositive powers over the
stock.

Avado Brands owns and operates more than 130 Don Pablo's Mexican
Kitchens, about 75 Hops Restaurant Bar & Brewery locations
(casual dining and microbrewery), and 14 Canyon Cafes
(southwestern cuisine) throughout the US. The company continues
to close restaurants in an effort to reduce debt. Chairman and
CEO Tom DuPree owns 31% of the troubled company. As of September
30, 2001, the company reported a working capital deficit of
about $68.3 million.


BCE TELEGLOBE: Fitch Hatchets $1.3B Unsecured Notes Rating to D
---------------------------------------------------------------
Fitch Ratings has downgraded its rating of BCE Teleglobe's
senior unsecured notes to 'D' from 'CCC-'. Likewise, the rating
is removed from Rating Watch Negative. This action follows the
company's announcement that it has applied to the Ontario
Superior Court of Justice for protection from creditors. It is
expected that the company will also file for bankruptcy
protection in the United States and United Kingdom. This rating
action effects approximately $1.3 billion of unsecured notes.
This rating was initiated by Fitch on March 25, 2002 as a
service to users of its ratings. The rating is based on public
information.


BETHLEHEM STEEL: Vanover Seeks Stay Relief To Pursue $1.5M Claim
----------------------------------------------------------------
William Vanover suffered personal injuries allegedly due to the
Debtors' negligence while he was at Bethlehem Steel
Corporation's and its debtor affiliates' Indiana facilities
working for the Debtors' contractor, Kvaerner-Songer
Construction Company.  To recover damages for the injuries
sustained, Mr. Vanover filed a personal injury lawsuit against
the Debtors on April 1, 1999 before the Lake Superior Court at
Hammond in Lake County, Indiana.

David W. Holub, Esq., at Ruman, Clements & Holub, PC, in
Hammond, Indiana, relates that in February 2002, Mr. Vanover
filed a Proof of Claim against the Debtors in the amount of
$1,500,000. However, Mr. Holub says, the claim is still
contingent and unliquidated until the personal injury action is
completed.

It is Mr. Vanover's belief that the Debtors have a liability
insurance although the scope and amount of coverage still has to
be determined.  Moreover, Mr. Holub informs the Court that the
Debtors disclosed in one of its interrogatories that the Debtors
have an indemnity agreement with Kvaerner-Songer.

Therefore, pursuant to Section 362(d)(f) of the Bankruptcy Code,
Mr. Vanover asks the Court to lift the automatic stay so that
the personal injury action may proceed to judgment where trial
is presently set for November 4, 2002.

Mr. Holub contends that granting the relief requested will not
make the Debtors suffer great prejudice because the Debtors are
indemnified by the contractor and the liability is covered in
whole or in part by the Debtors' insurance coverage.

On the other hand, if the stay is not lifted, Mr. Vanover will
continue to suffer because with the passage of time, witnesses'
memories fade, witnesses may die and the evidence may become
stale. Mr. Holub adds that Mr. Vanover will also continue to
suffer irreparable financial damages because the injuries and
disabilities incurred has affected his ability to pursue
employment. (Bethlehem Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BINGHAM FINANCIAL: Falls Short of Nasdaq's Listing Standards
------------------------------------------------------------
Bingham Financial Services Corporation (Nasdaq:BFSC) announced
results for its first quarter ended March 31, 2002. Bingham is a
specialized financial services company that provides financing
for new and previously owned manufactured homes as well as
servicing on manufactured home loans through its Origen
Financial L.L.C. subsidiaries. As part of its recapitalization
of its operating subsidiaries, Bingham merged Origen Financial,
Inc. into Origen Financial L.L.C. in April 2002, after which
Origen Financial L.L.C. continues to operate the business.

Bingham reported pre-tax income prior to the allocation of
income to non-controlling members' interests of $179,000 for the
quarter ended March 31, 2002, compared to pre-tax income of $1.3
million for the quarter ended March 31, 2001. Net income for the
quarter ended March 31, 2002 after the allocation of income to
the non-controlling members' interests was $10,000 or $0.004 per
fully diluted share compared to $865,000 or $0.33 per fully
diluted share for the quarter ended March 31, 2001. The pre-tax
income for the quarter ended

March 31, 2002 includes a $2.7 million gain on the
securitization of $135.0 million of manufactured home loans
compared to a pre-tax gain of $3.8 million on the securitization
of $140.1 million of manufactured home loans in the quarter
ended March 31, 2001.

Manufactured home loan originations for the quarter ended March
31, 2002 totaled $25.1 million compared to $56.4 million for the
quarter ended March 31, 2001 a decrease of 55.5%.

"We are pleased with our first quarter results," stated Ronald
A. Klein, President and Chief Executive Officer of Bingham.
"Significantly, we completed Origen's second securitization of
$135 million of manufactured home loans, in which 18 investors
participated. Our volume was disappointing as we saw a decline
in credit worthy borrowers, however, we are encouraged by the
continued improved performance in our collection results in the
first quarter. While the industry continues to experience
difficulties, Origen continues to move ahead with new
initiatives, most notably the opening of our new mortgage
origination center in February 2002. The new mortgage
origination center allows us to take advantage of the current
trend towards land-home business."

"Going forward, we anticipate operating losses over the next two
quarters as we re-build our manufactured home loan portfolio for
an anticipated fourth quarter securitization. Also, as we have
previously reported, we continue to look for additional sources
of capital to allow us to continue to grow our business," Klein
concluded.

Total revenue was $7.8 million for the three months ended March
31, 2002 compared to $11.0 million for the three months ended
March 31, 2001, a decrease of 29.1%. The decrease in revenue is
primarily related to decreases in loan origination and servicing
fees related to our commercial mortgage loan subsidiary, which
assets were sold in June 2001. The decrease in revenue was also
a result of an approximate $1.1 million decrease in the gain on
sale of loans recorded on the securitization completed in the
quarter ended March 31, 2002 compared to the securitization
completed in the quarter ended March 31, 2001.

Interest income on loans was $3.1 million for the quarter ended
March 31, 2002 compared to $3.5 million for the quarter ended
March 31, 2001, a decrease of 11.4%. The decrease is primarily
the result of a decrease in the average yield on the loan
receivable portfolio, which was 10.85% for the quarter ended
March 31, 2002 versus 11.54% for the quarter ended March 31,
2001.

Interest expense for the quarter ended March 31, 2002 was $1.4
million, compared to $2.9 million for the quarter ended March
31, 2001, a decrease of 51.7%. The decrease is primarily a
result of the decrease in the average LIBOR rate of
approximately 392 basis points for the three months ended March
31, 2002 as compared to the three months ended March 31, 2001.
Bingham's current financing sources are primarily variable rate
facilities that use the 30-day LIBOR rate as an index.

General and administrative expenses totaled approximately $4.7
million for the quarter ended March 31, 2002 compared to $5.0
million for the quarter ended March 31, 2001, a decrease of
6.0%. Personnel costs, the largest component of general and
administrative expenses, decreased to $3.4 million for the
quarter ended March 31, 2002 versus $3.9 million for the quarter
ended March 31, 2001, a 12.8% decrease. The decrease is
principally due to a decrease in staff and incentive commissions
related to lower loan originations.

Bingham also announced it received a Nasdaq Staff Determination,
dated May 14, 2002, indicating that Bingham is not in compliance
with the minimum equity and net tangible assets standards set
forth in Marketplace Rule 4310c(2)(B) and that its securities
may therefore be subject to delisting from the Nasdaq SmallCap
Market. If Bingham is delisted from the Nasdaq SmallCap Market,
Bingham expects that its stock will trade in the over-the-
counter market and be quoted on the OTC Bulletin Board. Bingham
is evaluating its options with respect to the Staff
Determination.

Bingham reports a stockholders' equity deficit of $9,458,000 as
of March 31, 2002.


BRILLIANT DIGITAL: Sets Shareholders' Meeting On June 20 In CA
--------------------------------------------------------------
The Annual Meeting of Stockholders of Brilliant Digital
Entertainment, Inc. will be held at 10:00 a.m. Pacific Time on
Thursday, June 20, 2002 at the Hilton Hotel, 6360 Canoga Avenue,
Woodland Hills, California 91367.  Items of business ti be
considered are as follows:

  (1) To elect 3 Class III members of the Board of Directors for
three-year terms.

  (2) To amend the Company's 1996 Stock Option Plan to increase
the number of authorized shares  by 16,500,000.

  (3) To amend the Company's 1996 Stock Option Plan to increase
the number of options that may be granted to any individual in a
single year.

  (4) To amend the Company's Amended and Restated Certificate of
Incorporation to increase the aggregate number of shares of
common stock of the Company, par value $0.001 per share,
authorized for issuance from 150,000,000 to 250,000,000.

  (5) To transact such other business as may properly come
before the Meeting and any adjournment or postponement.

Stockholders can vote if, at the close of business on April 26,
2002, they were a stockholder of the Company.


CARIBBEAN PETROLEUM: Employing Reed Smith as Local Counsel
----------------------------------------------------------
Caribbean Petroleum Corporation/CPC Petrochemical Service
Corporation seeks permission from the U.S. Bankruptcy Court for
the District of Delaware to employ Reed Smith LLP as its local
counsel.

The Debtor asks the Court for permission to retain Reed Smith
effective April 10, 2002, when Reed Smith started providing
services to the Debtor.

Kurt F. Gwynne, Esq., the partner primarily responsible for Reed
Smith's representation of the Debtor, has extensive experience
in the areas of debtors' and creditors' rights and bankruptcy
under the Bankruptcy Code.

The regular rates for Reed Smith's paralegals and attorneys are:

               Paralegals     $45 to $240
               Associates     $155 to $370
               Partners       $270 to $545

The hourly rates for the paralegal and attorneys that will be
primarily responsible for Reed Smith's representation of the
Debtor are:

     Paralegals: Kelly H. Gordon       $145 per hour
                 John B. Lord          $145 per hour

     Associates: Richard A. Keuler     $240 per hour
                 Kimberly E.C. Lawson  $205 per hour

     Partner:    Kurt F. Gwynne        $365 per hour  

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


COMDISCO: Reports Fiscal 2nd Quarter & 6-Month Financial Results
----------------------------------------------------------------
Comdisco, Inc., (OTC:CDSOQ) reported operating results for its
fiscal second quarter and six months ended March 31, 2002.

                   Operating Results

For the fiscal second quarter, Comdisco reported a loss from
continuing operations of $94 million, or $.62 per common share,
as compared with a loss from continuing operations of $11
million, or $.07 per common share, for the year earlier period.
The decrease in fiscal 2002 compared to the second quarter of
fiscal 2001 was primarily the result of lower revenue. Total
revenue for fiscal second quarter was $444 million, compared to
$824 million for the prior year quarter. The decrease in total
revenue in the current year compared to the year earlier period
is due to lower revenues from the sale of equity securities in
Comdisco Ventures' portfolio, and lower leasing and remarketing
revenues, as the company continues the orderly sale or runoff of
all its existing asset portfolios. In addition, in accordance
with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," the company recorded a
pre-tax charge of $15 million, $9 million after-tax, or $.06 per
common share, to reduce cost in excess of fair value to reflect
the difference between carrying value and estimated proceeds
from the sale of the company's healthcare assets. Comdisco
announced the sale of most of its healthcare assets to GE
Capital's Healthcare Financial Services unit for approximately
$165 million, including the assumption of approximately $45
million in related secured debt, on April 4, 2002. Overall, the
company had a net loss of $94 million, or $.62 per common share,
as compared with a net loss of $54 million, or $.35 per common
share, for the year earlier period.

For the six months ended March 31, 2002, Comdisco reported a
loss from continuing operations of $310 million, or $2.06 per
common share, as compared to earnings of $75 million, or $.49
per common share diluted, for the year earlier period. Net
earnings from discontinued operations for the six months ended
March 31, 2002 were $204 million, or $1.36 per common share,
compared to a net loss of $43 million, or $.28 per common share,
for the year earlier period. Approximately $199 million, or
$1.32 per common share, of the net earnings from discontinued
operations for the current period relates to the gain on the
sale of the company's Availability Solutions business to SunGard
(NYSE_SDS) on November 15, 2001. The remaining $5 million of net
earnings, or $.04 per common share, from discontinued operations
for the current period relates to net earnings from Availability
Solutions prior to the sale.

Overall, the company had a net loss of $106 million, or $.70 per
share, compared to net earnings of $34 million, or $.22 per
common share diluted, for the year earlier period. Total revenue
for the six months ended March 31, 2002 was $940 million, versus
$1.6 billion, for the prior year period. Included in the six-
month net loss for fiscal 2002, are pre-tax charges of $265
million, $198 million after-tax, or $1.31 per common share, to
reduce cost in excess of fair value to reflect the difference
between carrying value and estimated proceeds from the sale of
the company's Electronics, Laboratory and Scientific and
Healthcare assets.

              Plan of Reorganization Filed

On April 26, 2002, Comdisco announced that it filed a proposed
Joint Plan of Reorganization and Disclosure Statement with the
U.S. Bankruptcy Court for the Northern District of Illinois. The
Plan contemplates a Reorganized Comdisco that will have three
operating subsidiaries and continue to operate in the orderly
sale or run off of all its existing asset portfolios, which is
expected to take up to three years to complete.

The Plan and the Disclosure Statement were filed with the
Securities and Exchange Commission in connection with a form 8-K
filing on May 13, 2002, and will be mailed to all creditors and
stockholders entitled to vote on the Plan after the Bankruptcy
Court approves the Disclosure Statement and authorizes the
company to commence solicitation of votes. A hearing on the
Disclosure Statement is scheduled for May 31, 2002 and a
Confirmation Hearing on the Plan is scheduled for July 30, 2002.

Comdisco's operations located outside of the United States were
not included in the Chapter 11 reorganization cases. All of
Comdisco's businesses, including those that filed for Chapter
11, are conducting normal operations. The company has targeted
emergence from Chapter 11 during the late summer of 2002.

                      About Comdisco

Comdisco (http://www.comdisco.com)provides technology services  
to help its customers maximize technology functionality and
predictability, while freeing them from the complexity of
managing their technology. The Rosemont (IL) company offers
information technology and telecommunications leasing to a broad
range of customers. Through its Ventures division, Comdisco
provides equipment leasing and other financing and services to
venture capital backed companies.


CONCERO INC.: Intends To Appeal Nasdaq Delisting Notification
-------------------------------------------------------------
Concero Inc. (Nasdaq:CERO), a provider of interactive television
solutions, has received a Nasdaq Staff Determination on May 16,
2002, indicating that the Company fails to meet the minimum bid
price requirement and market value of public float requirement
for continued listing set forth in Marketplace Rules 4450 (a)(2)
and 4450 (a)(5), and that its common stock is, therefore,
subject to delisting from The Nasdaq National Market on May 24,
2002.

The Company will request a hearing before the Nasdaq Listing
Qualifications Panel to appeal the Staff's determination. The
hearing is expected to occur within 30 days of the Company's
request, but could occur later. There can be no assurance that
the Panel will grant the Company's request for continued
listing.

The Company's request for a hearing with the Panel will stay the
delisting of the Company's Common Stock pending the Panel's
decision. If Nasdaq denies the Company's appeal, the Company
would apply to list its common stock on The Nasdaq SmallCap
Market, subject to certain minimum listing requirements, the
Over-the-Counter Bulletin Board, or another quotation system or
exchange on which the Company would qualify.

                      About Concero

Concero Inc. is a provider of interactive television solutions.
Concero provides systems integration consulting services that
enable cable operators, content providers and application
providers to deliver compelling entertainment-on-demand services
and other VOD-enabled applications and intends to provide
related software products. Our solutions create engaging and
entertaining user experiences and drive profitable, on-demand
interactive services.

Concero possesses unique delivery capabilities for supporting
interactive television solutions. In conjunction with Motorola's
Horizon and Scientific-Atlanta's CreativEdge developer programs,
Concero operates state-of-the-art integration facilities with
head-ends, set-top boxes, VOD servers, operating systems and
middleware from Motorola, Scientific-Atlanta, SeaChange,
Concurrent and other major technology providers. These assets
combined with our dedicated and experienced team of interactive
television consultants and software engineers offer customers
substantial cost savings and rapid time-to-market benefits.

Headquartered in Austin, Texas, more information about Concero
is available on the Web at http://www.concero.com


COVANTA: Taps Deloitte & Touche as Independent Auditors
-------------------------------------------------------
Deborah M. Buell, Esq., at Cleary, Gottlieb, states that Covanta
Energy Corporation and its debtor-affiliates wish to employ and
retain, pursuant to Section 327(a) of the Bankruptcy Code and
Bankruptcy Rule 2014(a), Deloitte & Touche as their independent
auditors, accountants, tax advisors, and consultants.  Deloitte
will perform the extensive independent auditing and accounting,
tax advisory, and consulting services that the Debtors' will
require during the Chapter 11 proceedings. They ask that
employment be nunc pro tunc to the Petition Date.

Ms. Buell relates that Deloitte is one of the "Big Five"
accounting firms and maintains approximately 100 offices around
the United States, including an office located at Two Hilton
Court, Parsippany, New Jersey 07054-0319. Deloitte's
professionals have served as independent auditors and
accountants, tax advisors, and consultants in numerous Chapter
11 cases.  They have extensive experience in providing services
to debtors and other constituents in Chapter 11 proceedings.

In fact, she continues, Deloitte has been rendering independent
accounting and auditing, tax advisory, and consulting services
to the Debtors for more than 25 years. As a consequence,
Deloitte is very familiar with the Debtors' business and has the
necessary background to assist them. Deloitte is well qualified,
in both experience and background, to provide the Debtors the
services described necessary. Ms. Buell assures Judge Blackshear
Deloitte's services will continue to be within the same scope as
those previously provided.

Deloitte's responsibilities in these Chapter 11 cases will
entail:

     (a) auditing the consolidated annual financial statements
         of the Debtors and auditing the consolidated annual
         financial statements of the Debtors' subsidiaries;

     (b) auditing the annual financial statements of retirement
         plans of the Debtors and auditing the annual financial
         statements of retirement plans of the Debtors'
         subsidiaries;

     (c) performing reviews of interim financial statements;

     (d) tax services, including, without limitation, preparing
         the Debtors', and as required, the Debtors'
         subsidiaries, federal, state, local and foreign income
         tax returns, assisting the Debtors, and as required,
         the Debtors' subsidiaries, in responding to federal,
         state, local and foreign income tax examinations,
         reviewing and analyzing the Debtors' quarterly and
         annual worldwide tax accruals, and providing expatriate
         tax services, sales and use tax rebate services, and
         other tax services;

     (e) consulting services relative to certain price
         adjustments in connection with previously completed
         transactions unrelated to the potential acquisition
         referred to below; and

     (f) as may be agreed to by Deloitte, rendering other
         professional services, including, without limitation,
         business interruption and insurance claim consulting
         services, actuarial and accounting assistance,
         including, without limitation, assistance in connection
         with reports requested of the Debtors by the Court, the
         U.S. Trustee and/or parties-in-interest, as the
         Debtors, their attorneys, or financial advisors may
         from time to time request.

The Debtors have been advised that any relationships discovered
accounted for less than 1% of the net service revenues of
Deloitte and its affiliates for fiscal year 2001. In addition,
the Debtors have been advised that net service revenues for
Deloitte and its affiliates aggregated approximately $6.1
billion for fiscal year 2001.

Deloitte undertook an internal search to determine whether the
Firm is or has been employed by or had other relationships with
any entities in connection with these Chapter 11 cases.  
Deloitte is confident that it does not represent any other party
than the Debtors in Covanta's chapter 11 cases.  Ms. Buell
discloses, out of an abundance of caution that:

     (a) Deloitte provides services in matters unrelated to
         these Chapter 11 cases to certain of the Debtors' 20
         largest unsecured creditors and other affiliated
         entities. Deloitte will not serve these entities in
         these Chapter 11 cases.

     (b) Bank of America, N.A. ("Bank of America"), Bank of
         Montreal (an affiliate of Harris Trust and Savings)
         ("Bank of America"), Clarica Life Insurance, First
         Union National Bank (the acquirer of Wachovia Bank),
         Fleet National Bank, HSBC Bank ("HSBC"), KBC Bank and
         the Chase Manhattan Bank ("Chase") have been identified
         by the Debtors as pre-petition lenders to the Debtors.
         Bank of America is a significant lender to Deloitte or
         its affiliates or to their respective members. The
         other entities listed in this subparagraph (b) also
         have lending relationships with Deloitte or its
         affiliates or their respective members.

     (c) Beneficial Life Insurance Company, Bank One Trust C
         Company, N.A. and Smith Barney Consulting Group (an
         affiliate of Citibank/Citicorp) have been identified by
         the Debtors as potential parties-in-interest. These
         entities have lending relationships with Deloitte or
         its affiliates or their respective members.

     (d) William Fredericks of Deloitte currently has a home
         mortgage with HSBC in the approximate amount of
         $66,000. In addition, HSBC and Bank of America have
         financed a portion of the capital requirements of
         various partners and principals of Deloitte or its
         affiliates. Certain of Deloitte Partners/Directors
         currently have an aggregate of approximately $1,974,000
         in outstanding principal amount of loan(s) owing to
         HSBC and an aggregate of approximately $34,000 in
         outstanding principal amount of loan(s) owing to Bank
         of America pursuant to such financing arrangements and
         otherwise. Further, certain of the Deloitte
         Partners/Directors currently have an aggregate of
         approximately $2,350,000 in brokerage accounts with
         Smith Barney, and to date of approximately $320,000 in
         outstanding principal amount of home mortgage loan(s)
         owing to Chase.

     (e) Deloitte has provided, currently provides and intends
         to continue to provide auditing, accounting, tax and
         consulting services to Kohlberg Kravis Roberts & Co.,
         L.P. and its affiliates (collectively, KKR). KKR has
         been a client of Deloitte for over 25 years. KKR is
         currently contemplating a potential acquisition of an
         interest in Covanta and certain of the other Debtors
         ("Potential Investment"). It is Deloitte's
         understanding that such investment would result in KKR
         obtaining a controlling equity interest in Covanta  and
         the other Debtors.

     (f) Metropolitan Life Insurance Co. is a significant client
         of Deloitte for which Deloitte provides a variety of
         services, including audit services, in matters
         unrelated to these Chapter 11 cases.

     (g) Deutsche Bank or affiliates are a significant client of
         Deloitte's affiliate, Deloitte Consulting L.P. for
         which Deloitte Consulting L.P. provides a variety of
         services in matters unrelated to these Chapter 11
         cases.

     (h) Deloitte has provided, may currently provide and may in
         the future provide services to Cleary, Gottlieb, Steen
         & Hamilton, counsel to the Debtors, in matters
         unrelated to these Chapter 11 cases. O'Melveny & Myers
         LLP(counsel to the bank group) has provided, currently
         provides and may in the future provide legal services
         to Deloitte or its affiliated entities, and Deloitte
         has provided, currently provides and may in the future
         provide services to O'Melveny, in each case, in matters
         unrelated to these Chapter 11 cases.

     (i) Deloitte has provided, may currently provide and may in
         the future provide services to Hogan and Hartson,
         Jenner & Block, LeBoeuf, Lamb, Greene & MacRae and
         Nixon Peabody, in matters unrelated to these Chapter 11
         cases, and all of the foregoing may have provided, may
         currently be providing and may in the future provide
         legal services to Deloitte or its affiliated entities,
         in each case, in matters unrelated to these Chapter 11
         cases.

     (j) In the ordinary course of its business, Deloitte has
         business relationships in unrelated matters with its
         principal competitors, the other "Big Five" accounting
         firms, including PricewaterhouseCoopers, LLP, Arthur
         Anderson LLP and Ernst & Young LLP, which together with
         their affiliates, have been identified by the Debtors
         as potential parties-in-interest in these Chapter 11
         cases.

     (k) In or around 2000, Deloitte provided services to Ogden
         Corporation with respect to claims for sales and use
         tax rebates that were submitted to the Louisiana
         Enterprise Zone Program in connection with the sale of
         Jazzland Theme Park to a holding company that was an
         affiliate of a current Deloitte audit client.

Ms. Buell explains that the Debtors have paid Deloitte
approximately $4,932,000 for audit, accounting, tax and
consulting services rendered to the Debtors during 2001 and
$3,237,000 to date during 2002 prior to the Petition Date.
Deloitte is currently owed approximately $50,000 for sales and
use tax services and approximately $28,000 for expatriate tax
services rendered pre-petition.

Deloitte's rates are:

     Partner/Principal/Director     - $470 to $540 per hour
     Senior Manager                 - $340 to $450 per hour
     Manager                        - $250 to $320 per hour
     Senior Accountants/Consultants - $200 to $240 per hour
     Staff Accountants/Consultants  - $180 to $200 per hour
     Administrative Assistants      -  $60 per hour

In addition, reasonable expenses, including travel, report
production, delivery services, and other expenses incurred in
providing the services, will be included in the total amount
billed. (Covanta Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


CRIIMI MAE: Deferring Payment of Q2 Dividends On Preferred Stock
----------------------------------------------------------------
The Board of Directors of CRIIMI MAE Inc. (NYSE: CMM) announced
that it will defer the payment of second quarter dividends on
CRIIMI MAE's Series B (NYSE: CMM PrB), Series F (NYSE: CMM PrF),
and Series G (NYSE: CMM PrG) Preferred Stock.

"As we stated last December, we will consider deferring the
payment of preferred stock dividends during future quarters
while the Company explores the refinancing of its secured debt,"
said Chairman William B. Dockser.

Since emerging from Chapter 11 in April 2001, CRIIMI MAE paid
quarterly dividends on its Series B, Series F and Series G
Preferred Stock in the form of shares of its common stock.  
CRIIMI MAE's secured debt incurred upon emerging from Chapter 11
restricts the Company's ability to pay cash dividends.

Mr. Dockser said deferring the preferred dividend payments was
in the best interests of the Company's preferred and common
stockholders because, "we believe the negative effects of
issuing dividends in the form of common stock impede the
Company's efforts to refinance its secured borrowings."

Though the Company announced last December that it would defer
the practice of paying preferred dividends in the form of common
stock, the Board subsequently declared and paid stock dividends
to holders of the Company's Series B, F and G Preferred Stock
for the fourth quarter of 2001 and the first quarter of 2002 in
conjunction with the redemption of CRIIMI MAE's Series E
Preferred Stock.

Although the second quarter dividend payment is being deferred
indefinitely, quarterly dividends on all series of CRIIMI MAE's
preferred stock are cumulative to the extent not paid and will
continue to accrue.

The Company's Board will decide to pay or defer future preferred
dividend payments each quarter.

CRIIMI MAE Inc. holds a significant portfolio of commercial
mortgage- related assets and performs, through its servicing
subsidiary, mortgage servicing functions for $18.8 billion of
commercial mortgage loans.  Assets totaled approximately $1.3
billion as of March 31, 2002, including approximately $1.2
billion of commercial mortgage-backed securities ("CMBS") and
insured mortgage securities, and $40.5 million of restricted and
unrestricted cash ($15.8 million of which is held by the
Company's servicing subsidiary).

As of March 31, 2002, shareholders' equity was approximately
$238 million or $13.81 per diluted share.

For further information, see the Company's Web site:
http://www.criimimaeinc.com  Shareholders and securities  
brokers should contact Shareholder Services at (301) 816-2300,
e-mail shareholder@criimimaeinc.com, and news media should
contact James Pastore, Pastore Communications Group LLC, at
(202) 546-6451, e-mail pastore@ix.netcom.com.


CYGNIFI DERIVATIVES: Hires Cherpock & Rosenfeld as Accountants
--------------------------------------------------------------
Cygnifi Derivatives, LLC and the Official Committee of Unsecured
Creditors sought and obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York to tap Cherpock &
Rosenfeld LLP as accountants and financial advisors.

The Debtor reminds the Court that it have been working together
diligently with the Committee to conclude the sale of the
Debtor's valuable intellectual property assets to arrive at a
joint plan of liquidation.

The professional services Cherpock & Rosenfeld will render
include:

     a) assist the Committee in analyzing the value relating to
        the Debtor's investment in NX Holdings Inc., formerly
        known as NumeriX Corporation;

     b) prepare and file required tax returns for the Debtor;
        and

     c) assist the Debtor and the Committee in other tasks, as
        mutually agreed upon, in connection with the
        administration of the Debtor's estate.

Pursuant to Mr. Robert S. Rosenfeld's affidavit, the Debtor and
the Committee agreed to compensate Cherpock & Rosenfeld at its
usual hourly rates:

          Partners                $375
          Consultants             $125 to $295

Cygnifi Derivatives Services, LLC filed for Chapter 11 petition
on October 3, 2001. Marc E. Richards, Esq. at Blank Rome Tenzer
Greenblatt, LLP represents the Debtor in its restructuring
effort. When the Company filed for protection from its
creditors, it listed total assets of $34,200,000 and $5,100,000
in total debts.


CYGNIFI DERIVATIVES: Co-Exclusive Period Now Runs to July 30
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Cygnifi Derivatives Services, LLC and the Unsecured
Creditors' Committee obtained an extension of the exclusive
periods to propose, file and solicit acceptances of a chapter 11
plan of reorganization.  The Court gives the Debtors and the
Committee until July 30, 2002, the exclusive right to file a
plan of reorganization and until September 30, 2002 to solicit
acceptances of that Plan.

Cygnifi Derivatives Services, LLC filed for Chapter 11 petition
on October 3, 2001. Marc E. Richards, Esq. at Blank Rome Tenzer
Greenblatt, LLP represents the Debtor in its restructuring
effort. When the Company filed for protection from its
creditors, it listed total assets of $34,200,000 and $5,100,000
in total debts.


DAEWOO MOTOR: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Lead Debtor: Daewoo Motor America, Inc.
             1055 West Victoria Street
             Compton, California 90220
   
Bankruptcy Case No.: 02-24411
                        
Chapter 11 Petition Date: May 16, 2002

Court: Central District of California

Judge: Kathleen March

Debtors' Counsel: Theodore B. Stolman, Esq.
                  Scott H. Yun, Esq.  
                  Stutman Treister & Glatt APC
                  3699 Wilshire Boulevard, Suite 900
                  Los Angeles, California 90010
                  Phone: 213-251-5100

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's Largest Unsecured Creditor:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Kirby Daewoo               Trade Debt             Unknown
1691 JA Cochran Bypass
Chester, SC 29706


DIGITAL TRANS: Weak Telecom Market Affects Results, Liquidity
-------------------------------------------------------------
Digital Transmission Systems, Inc. (DTS) (OTC Bulletin Board:
DTSX), which has two wholly owned subsidiaries that market
telecom equipment -- Asurent Wireless and Asurent Technologies
-- announced operating results for the third quarter of FY2002.

For the three months ended March 31, 2002, revenues decreased
68% to approximately $1.0 million, compared with approximately
$3.1 million in the third quarter of the previous fiscal year.  
The latest operational results reflect continued telecom market
weakness and, specifically, reduced capital expenditures in the
Company's major customers.  The results account for the year-
over-year results of Asurent Wireless, the Company's only
operating subsidiary after the sale of the major assets of
Asurent Technologies during October 2001.  The latter subsidiary
is recorded as discontinued operations during the current fiscal
year.  An operating loss of ($423,000), or ($0.03) per common
share, was recorded in the quarter ended March 31, 2002, versus
a loss of ($51,000), or ($0.001) per share in the same period
the prior year.  Although the Company has been successful in
reducing overall operating expenses as compared to prior
periods, the increased net loss is due to the dramatic decrease
in revenue and adverse effects in product margins as well. As a
result of headcount reduction of personnel by 60% and other
expense saving measures, the Company has trimmed its overall
operating expenses by approximately 44% for the three months
ended March 31, 2002 as compared to the three months ended March
31, 2001.

On a year-to-date and consolidated basis, and accounting for
discontinued operations, the Company's net loss decreased 82%
from ($6,440,000), or ($0.59) per share, for the nine months
ended March 31, 2001 to ($1,160,000), or ($0.11) per share, for
the nine months ended March 31, 2002.

"The disappointing results for the third quarter of FY2002
reflect continued reduced capital spending in the wireless
carrier market," stated Soren Pihlman, President and COO of
Asurent Wireless.  "While some signs of recovery are beginning
to show, Asurent Wireless has been severely affected by the last
several months of the telecom market slowdown."

"The Company took the prudent action of instituting aggressive
cost reduction programs in early FY2002 and, as a result, our
total operating expenses on a year-to-date basis are down over
32% from the previous year.  As we believe our expenses are now
in-line with our current operations, Asurent Wireless' focus is
to drive sales and enhance our position in the wireless carrier
market as the overall U.S. economy improves.  However,
cooperation from our key suppliers and our senior lenders will
be critical to our success. Without their support, the Company
will not have adequate liquidity to continue operations,"
concluded Mr. Pihlman.

      Significant Asurent Wireless Customer Agreement

During the three months ended March 31, 2002, Asurent Wireless
secured an agreement with one of its major customers who awarded
its "Preferred Vendor Status" to Asurent Wireless.  The
agreement calls for delivery of Asurent Wireless' network access
products in an amount of up to $2.2 million over the next
several months to this key customer.

"We are delighted that Asurent Wireless was selected as a
Preferred Vendor at one of our major customer accounts,"
commented Charlie Van Pelt, Vice President of Sales and
Marketing of Asurent Wireless.  "It reconfirms our belief that
our products continue to be well-received by the wireless
carriers and that demand for such products is slowly beginning
to return to levels enjoyed in previous periods," concluded Mr.
Van Pelt.

            Event of Default under Line of Credit

As of March 31, 2002, Asurent Wireless was not in compliance
with certain financial and net tangible worth covenants as
imposed under its line of credit facility with its primary
lender, Silicon Valley Bank ("SVB").  The facility is secured by
all assets of DTS and Asurent Wireless.  Both DTS and Asurent
Wireless executed a formal forbearance agreement with SVB on May
13, 2002 whereby SVB agreed not to exercise any of its rights
and remedies under the existing events of default until May 31,
2002.  The forbearance agreement requires the Company to obtain
additional equity or debt financing no later than May 31, 2002.  
In the event the Company is unable to secure additional
financing by May 31, 2002 or extend the forbearance agreement
with SVB, there can be no assurances that sufficient capital
will be available to sustain operations.  The Company is
actively negotiating with several sources of equity capital to
enhance its liquidity in order to comply with the requirements
of the forbearance agreement.

                          About DTS

Founded in 1990 and headquartered near Atlanta, Ga., DTS has two
subsidiaries, Asurent Wireless and Asurent Technologies that
market telecom equipment.  Asurent Wireless designs,
manufactures and markets components to access and monitor
wireless telecommunications networks worldwide.  Its primary
customers include domestic and international wireless service
providers and private wireless network users.  Asurent Wireless
products include its FlexT1/FlexE1 integrated network access
product lines, the microFlex digital cross connect switch, the
InterFlex Advanced Network Node and a complementary Internet
Protocol Processor card set for the FlexT1 product line (the "IP
Processor").  The IP Processor is a product which enables
wireless carriers to access equipment performance at remote cell
sites with an internet or intranet interface.

For more information about Asurent Wireless and its products,
call 1-800-955-1387 or visit the websites at http://www.dtsx.com
and http://www.asurent.com


ENRON RESERVE: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Enron Reserve Acquisition Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 02-12347

Type of Business: The Debtor is engaged in the purchase and
                  sale of domestic crude oil.

Chapter 11 Petition Date: March 16, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                  and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $246,095,969

Total Debts: $165,598,7241

Debtor's 13 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Eaglwing Trading, Inc.     Trade debt               $1,446,735
8908 South Yale, Suite 320
Tulsa, OK 74137
Eaglwing Trading, Inc.

BP America Production      Company Trade Debt         $898,965
200 E. Randolph Drive
Chicago, IL 60601-6436

Forest Oil Corporation     Trade Debt                 $346,359
1660 Broadway, Suite 2200
Denver, CO 80202

United Crude Oil, Inc.     Trade Debt                  $40,884

P&C Trading, LLC           Trade Debt                  $33,684

Oklahoma State Tax         Non-Trade Debt              $29,979
Commission

Syntex Energy Resources    Trade Debt                  $19,150

PVM Oil Associates, Inc.   Trade Debt                   $5,865

Texas Comptroller's Office Non-Trade Debt               $5,200

Arc Oil, LLC               Trade Debt                   $4,760

EOTT Energy Pipeline       Trade debt                   $3,561
Limited

Kansas Dept Of Revenue     Non-Trade Debt               $3,312

Oil Distribution           Trade Debt                     $937
Services, Inc.


EOTT ENERGY: Will File 2001 Annual Report With SEC On May 24
------------------------------------------------------------
EOTT Energy Partners, L.P. (NYSE: EOT) announced that it expects
to file with the Securities and Exchange Commission ("SEC") its
2001 Annual Report on Form 10-K on or about May 24, 2002,
followed by the filing of its Quarterly Report on Form 10-Q for
the first quarter of 2002.  The delay of the announcement of
EOTT's 2001 results stemmed from events and circumstances
surrounding Enron's bankruptcy, including the unexpected
resignation of EOTT's former auditors, and efforts to appoint
the new independent directors who now comprise EOTT's audit
committee.

Excluding the previously disclosed $29.1 million non-cash write-
off of the value assigned to the storage and tolling contracts
with Enron Gas Liquids, Inc. (EGLI), a wholly owned subsidiary
of Enron that is in bankruptcy, EOTT expects net income for 2001
of $13.8 million, or $0.49 per unit.

For the first quarter of 2002, a net loss of $2.3 million, or
$0.08 per unit, is expected compared to net income of $5.3
million, or $0.19 per unit, for the first quarter of 2001,
before the cumulative effect of accounting changes.  Operating
cashflow -- that is, net income (loss) excluding depreciation
and amortization -- totaled $6.8 million for the first quarter
of 2002.  Although first quarter 2002 results are below the
comparable period for the prior year, they reflect the impact of
(i) reduced volumes from the planned turnaround of the MTBE
facility, (ii) significantly weaker market conditions being
experienced in the crude oil gathering industry compared to the
prior year period and (iii) reductions in marketing activities
and lease volumes purchased and transported due to increased
requests for credit from our suppliers, primarily as a result of
the Enron bankruptcy.

Earnings releases for full year 2001 and first quarter 2002
results will be issued with the related SEC filings.  A
conference call to discuss 2001 and 2002 first quarter results
and full year expectations will be scheduled upon the release of
first quarter results.

EOTT Energy Partners, L.P. is a major independent marketer and
transporter of crude oil in North America.  EOTT transports most
of the lease crude oil it purchases via pipeline, which includes
8,000 miles of active intrastate and interstate pipeline and
gathering systems.  In addition, EOTT owns and operates a
hydrocarbon processing plant and a natural gas liquids storage
and pipeline grid system.  EOTT Energy Corp. is the general
partner of EOTT with headquarters in Houston.  EOTT's Internet
address is http://www.eott.com. The Partnership's Common Units  
are traded on the New York Stock Exchange under the ticker
symbol "EOT".

At September 30, 2001, EOTT Energy's total current liabilities
eclipsed its total current assets by about $178 million.


EAGLE-PICHER: Senior Lenders Agree To Amend Credit Agreement
------------------------------------------------------------
Eagle-Picher Industries, Inc. announced it had obtained the
consent of lenders under its senior secured credit facility to
postpone the scheduled reduction in its leverage ratio covenant
for two quarters.  The leverage ratio was scheduled to reduce
from the current 5.25:1.00 to 5.00:1.00 on May 31, 2002 and to
4.75:1.00 on August 31, 2002.  Under the revised schedule, the
leverage ratio will remain at 5.25:1.00 on May 31, 2002 and
reduce to 5.00:1.00 on August 31, 2002 and to 4.75:1.00 on
November 30, 2002.  The leverage ratio is the ratio of Eagle-
Picher's net debt (plus the net capital investment from the sale
of its accounts receivable) to its earnings before interest,
taxes, depreciation and amortization, as defined in the credit
agreement.

"Although we fully expect at this time to be able to comply with
the prior covenants, this revised schedule allows us the
operational flexibility to pursue long term objectives in the
next two quarters, rather than focusing only on our debt level,"
commented Thomas R. Pilholski, Senior Vice President and Chief
Financial Officer of Eagle-Picher.

Eagle-Picher, founded in 1843, is a diversified manufacturer of
industrial products for the automotive, defense, aerospace,
construction and other industrial markets worldwide.  The
Company operates more than 40 plants and has 5,300 employees in
the United States, Canada, Mexico, the United Kingdom, Germany
and Japan.

On March 22, 2002, Standard & Poor's revised its outlook on
Eagle-Picher to negative from stable. At the same time, Standard
& Poor's affirmed its 'B+' corporate credit rating on the
Phoenix, Arizona-based company. The outlook revision reflects
the company's heavy debt burden and constrained financial
flexibility amid the current challenging economic environment,
resulting in increased financial risk.


ENRON CORP.: Enters Into Forbearance Agreement With JPMorgan
------------------------------------------------------------
JPMorgan Chase Bank is agent for a syndicate of lenders that
provided funding in connection with that certain Land and
Facilities Lease Agreement dated April 8, 1997 between Brazos
Office Holdings, L.P. and Enron Leasing Partners, L.P. -- a non-
debtor affiliate, according to Melanie Gray, Esq., at Weil,
Gotshal & Manges LLP, in New York.

The property subject to the Lease is the Enron Corporation's and
its debtor-affiliates' corporate headquarters located at 1400
Smith Street, Houston, Texas.

Enron Leasing later subleased the premises to Enron Corporation,
for monthly rental payments far in excess of the amounts due to
Brazos under the Lease.  Enron then assigned its interest in the
Lease to Enron Property & Services Corp.  Enron Corp. and Enron
Property are both debtors in the Chapter 11 cases.

Ms. Gray tells the Court that Section 3.02(b) of the Lease
provides that the Lease is to be characterized for all purposes
of Federal, state, and local law as a financing transaction and
not a lease. "JPMorgan has taken the position that events of
default exist under the Lease and under the agreements relating
to the funding provided by the lenders to Brazos," Ms. Gray
relates.  As a result of such events of default, JPMorgan
asserts that it is entitled to exercise various remedies,
including certain non-judicial remedies.  On the other hand,
Enron, Enron Property, and Enron Leasing have not conceded the
existence of the events of default and have disputed the
availability of certain remedies asserted by JPMorgan.

Another dispute relates to the Sublease, Ms. Gray explains,
wherein JPMorgan asserts that the bankruptcy estate of Enron is
accruing obligations in amounts greater than the amounts due
under the Lease.

In light of the uncertainties of litigation over the positions
advanced by JPMorgan, Enron Leasing, Enron, and Enron Property,
the Parties have negotiated the terms of a Forbearance Agreement
that provides:

   -- From the date certain conditions precedent are met,
      through March 31, 2003, subject to the early termination
      provisions of the Forbearance Agreement, the Agent and the
      Banks will not commence any legal proceeding or take any
      other action against any of the Enron Parties to collect
      the Basic Rent, Additional Rent or other amounts due under
      the Facilities Lease or other Credit Documents or to
      foreclose its or the Borrower's Liens on the Property or
      to enforce against any of the Enron Parties any of its or
      the Borrower's other rights and remedies under the
      Facilities Lease or other Credit Documents.

   -- Enron will make an Initial Payment from Enron to the
      Agent, for the benefit of the Banks and for the account of
      ELP, on the date for payment specified in a written notice
      from the Agent to Enron given not less than one Business
      Day prior to the specified payment date, in the amount of
      the sum of:

      (A) $4,172,000; and

      (B) a per diem, in the applicable per diem amount set
          forth in the Forbearance Agreement, for each day after
          April 29, 2002 and through and including the specified
          payment date.

   -- On the first day of each month during the Forbearance
      Period, following the payment of the Initial Payment,
      Enron will pay to the Agent, for the benefit of the Banks,
      an amount equal to the product of the applicable per diem
      amount set forth in the Forbearance Agreement multiplied
      by the number of days since the last such payment was due.

   -- As a condition precedent to the commencement of the
      forbearance, the Bankruptcy Court will have entered an
      order approving Enron's payment of all pre-petition taxes
      due and owing with respect to the Property, and Enron must
      pay such taxes or cause them to be paid in full.

   -- Enron must pay or cause to be paid all taxes in full when
      due and owing with respect to the Property for the tax
      year that commenced January 1, 2002.

   -- The Debtors cannot lease or sublease the Property, grant
      any other rights of occupancy or use of the Property, or
      assign or consent to the assignment of any lease,
      sublease or other rights, without the prior written
      consent of the Agent and the Majority Banks, except that,
      without consent, Enron may assign its rights under the
      Sublease to any direct or indirect wholly owned subsidiary
      of Enron, so long as such assignment does not release any
      of the Enron Parties from any of their respective
      obligations under the Facilities Lease, the Sublease, the
      Consent and Agreement, or the Subordination Agreement.

   -- The Debtors will not create or permit any Lien to be on
      the Property except:

      (A) the Liens of the Agent for the benefit of the Banks,

      (B) the Liens of the Borrower under the Credit Documents,

      (C) the Liens disclosed on Schedule A to the extent junior
          to the Liens described in clauses (A) and (B), and

      (D) other mechanics' and materialmen's liens created after
          the date hereof in respect of work performed or
          materials delivered prior to December 2, 2001, none of
          which secures individually an obligation in excess of
          $250,000, and which are junior to the Liens described
          in clauses (A) and (B).

   -- The Agent, the Banks and the Borrower will have an allowed
      administrative claim in any case of the Enron Parties
      under the United States Bankruptcy Code for all unpaid
      amounts that become due and payable from any Enron Party
      under the Forbearance Agreement.

The Debtors seek the Court's authority to enter into the
Forbearance Agreement as well as approval of the terms of the
settlement.  "It is certainly a better alternative for the
Debtors rather than incurring the costs of litigation at this
point and risking the loss of its corporate headquarters, and
the expense and distraction associated with relocating thousands
of employees, files, furniture, fixtures, and equipment," Ms.
Gray contends. (Enron Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Wants to Modify Susan Godfrey's Retention as Counsel
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates seek to modify the
March 14, 2002 Court Order to expand the role of Susman Godfrey
L.L.P. to authorize it to:

   (i) pursue certain litigation relating to a wrongful setoff
       of Enron's bank accounts,

  (ii) assist Weil, Gotshal & Manges LLP as co-counsel in the
       adversary proceeding commenced against Dynegy Inc. et
       al., and

(iii) represent the Debtors in any other litigation that the
       Debtors and bankruptcy counsel agree should be handled by
       Susman.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, notes that based on Susman's performance thus far in its
representation of the Debtors, an expansion of the scope of
Susman's role in these proceedings is in the best interest of
Debtors and their estates.

The Debtors further seek to expand the scope of Susman's
retention, from time to time, as new actions on behalf of or
against them arise in which their other retained counsel have
conflicts of interests or are otherwise not able to represent
the Debtors. By modifying the scope of Susman's retention, Mr.
Sosland says, the Debtors will enjoy the continuity of Susman's
knowledge of the estates and will not have to burden this Court
with further retention applications.

Since the Petition Date, Mr. Sosland relates that the Debtors
have been investigating potential causes of action of the
estates. In particular, Mr. Sosland reports, Enron has
identified a cause of action against one of its pre-petition
banks for a wrongful setoff of one of Enron's bank accounts.  
"Enron desires to pursue this cause of action and believes that
Susman, with its expertise in complex commercial litigation, is
best suited to pursue this claim," Mr. Sosland explains.

In addition, given that the adversary proceeding Enron Corp.
filed against Dynegy Inc et al., is in the process of being
transferred to the Southern District of Texas, the Debtors seek
to retain Susman, which is located in Houston, to act as co-
counsel in the Dynegy Action.

Mr. Sosland assures the Court that the Debtors' general
bankruptcy counsel, Weil, Gotshal & Manges LLP, and Susman will
work closely together in performing services for the Debtors to
ensure that they do not perform duplicative services for the
Debtors.

The Susman Firm still asserts that it does not have any known
connection with, or any interest adverse to, the Debtors, their
creditors or any other party in interest, or their respective
attorneys and accountants, except as previously disclosed to the
Court.

                         *  *  *  *

As previously reported in the March 1, 2002 issue of the
Troubled Company Reporter, Enron Corporation and its debtor-
affiliates employed Susman Godfrey LLP as class action defense
counsel in connection with putative securities class actions and
putative employee benefit plan class actions commenced against
the Debtors, as well as certain shareholder derivative actions
filed on behalf of Enron Corporation.

The Debtors sought the Bankruptcy Court's permission to continue
Susman's employment, nunc pro tunc to the Petition Date.

The Debtors proposed to compensate Susman its customary hourly
rates for services and to reimburse Susman according to its
standard reimbursement policies.  Mr. Rosen lists Susman's
regular hourly rates:

              Partners                $900 - 325
              Associates               275 - 175
              Paraprofessionals        150 - 75

Moreover, Susman regularly charges for reimbursement of out-of-
pocket expenses including secretarial overtime, travel, copying,
outgoing facsimiles, document processing, court fees, transcript
fees, long distance phone calls, postage, messengers, overtime
meals and transportation.

The Debtors paid Susman approximately $2,650,000 on November 1,
2001 for professional services performed and to be performed and
for reimbursement of related expenses relating to a variety of
litigation matters.


ENRON CORP.: Agrees With NW Natural To Terminate PGE Sale Pact
--------------------------------------------------------------
Enron Corp. (ENRNQ) and Northwest Natural Gas Company (NYSE:NWN)
announced they are finalizing an agreement to mutually terminate
their stock purchase agreement for Enron's wholly owned electric
utility subsidiary, Portland General Electric (PGE). The
termination will be subject to approval of the Bankruptcy Court
overseeing Enron's Chapter 11 bankruptcy case.

"Although we had hoped to complete the sale to NW Natural, it
was not possible to fully satisfy the terms of the pre-petition
stock purchase agreement given issues associated with Enron's
bankruptcy," said Stephen F. Cooper, Enron interim CEO and chief
restructuring officer. "We appreciate NW Natural's consistent,
professional effort in trying to complete this transaction and
regret that current circumstances precluded it. We are
continuing to explore alternatives for our investment in PGE."

"We also appreciate the Oregon Public Utility Commission's
(OPUC) considerable on-going efforts to work with us to expedite
the approval process and to subsequently hold their review in
abeyance when it became clear that bankruptcy related issues
might impact the agreement," Cooper said. "We look forward to
working with the OPUC as we attempt to satisfy the needs of our
creditors and PGE's customers. PGE's CEO Peggy Fowler and her
local management team continue to do a wonderful job of running
a solid, well-performing utility, to the benefit of its many
stakeholders."

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


EXIDE TECHNOLOGIES: Moves To Hire Ordinary Course Professionals
---------------------------------------------------------------
According to Christopher J. Lhulier, Esq., at Pachulski Stang
Ziehl Young & Jones P.C. in Wilmington, Delaware, Exide
Technologies retain the services of various professionals
(estimated at approximately 27 firms and individual consultants)
in the ordinary course of operating their businesses. These
Ordinary Course Professionals provide services to the Debtors in
a variety of discrete matters including, but not limited to,
labor, general corporate, environmental, computer, auditing,
tax, and litigation matters.

The Debtors ask permission to continue to employ the Ordinary
Course Professionals post-petition without the necessity of
filing formal applications for employment and compensation by
each professional pursuant to Sections 327, 328, 329, and 330 of
the Bankruptcy Code. Due to the number and geographic diversity
of the professionals that are regularly retained by the Debtors,
Mr. Lhulier believes that it would be unwieldy and burdensome on
both the Debtors and this Court to request each such Ordinary
Course Professional to apply separately for approval of its
employment and compensation.

The Debtors request that they be permitted to employ and retain
the Ordinary Course Professionals, effective on the Petition
Date on terms substantially similar to those in effect prior to
the Petition Date, but subject to the terms described below. The
Debtors represent that they wish to employ the Ordinary Course
Professionals as necessary for the day to day operations of the
Debtors' businesses, that expenses for the Ordinary Course
Professionals will be kept to a minimum and that the Ordinary
Course Professionals will not perform substantial services
relating to bankruptcy matters except with leave of the Court.

Although some of the Ordinary Course Professionals may wish to
continue to represent the Debtors on an ongoing basis, Mr.
Lhulier fears that others may be unwilling to do so if they are
not paid on a regular basis. If the expertise and background
knowledge of any of these Ordinary Course Professionals with
respect to the particular matters for which they were
responsible prior to the Petition Date are lost, the Debtors
will incur additional and unnecessary expenses, as other
professionals without such background and expertise will have to
be retained. It is in the best interests of the Debtors' estates
and their creditors that the Debtors avoid any disruption in the
professional services required by the day-to-day operation of
their businesses.

                  Payment of Fees and Expenses

The Debtors propose that they be permitted to pay, without
formal application to the Court by any Ordinary Course
Professional, 100% of the interim fees and disbursements to
each.  Payment would occur after submission to the Debtors of an
appropriate invoice setting forth in reasonable detail the
nature of the services rendered after the Petition Date.  It
would also be the aim that interim fees and disbursements did
not exceed a total of $50,000 per month per Ordinary Course
Professional. There would be no more than $550,000 per month
allotted for all Ordinary Course Professionals, with this amount
based on the present monthly average of all ordinary course
professionals.

In the event that in a given month the invoice of an Ordinary
Course Professional exceeds the $50,000 in interim fees and
disbursements, Mr. Lhulier submits that this firm would be
required to apply for fee and disbursements approval by the
Court for that month.  The firm would, however, be entitled to
an interim payment up to the amount of $50,000 as a credit
against the fees and disbursements for that month. In the event
that for any given month the aggregate of fees and disbursements
of all Ordinary Course Professionals exceeds $550,000, all
Ordinary Course Professionals would be required to apply,
pursuant to Sections 330 and 331, for Court approval of their
fees and disbursements for that month.  They would, however, be
entitled to an interim payment up to the amount of their pro
rata share of $550,000 for fees and disbursements.

              Submission of Rule 2014 Affidavits

Pursuant to this Motion, the Debtors request that all Ordinary
Course Professionals be excused from submitting separate
applications for proposed retention unless otherwise provided
herein. The Debtors recognize, however, the importance of
providing information regarding those Ordinary Course
Professionals that are attorneys to the Court and the United
States Trustee.

The Debtors, therefore, propose that while the Debtors be
permitted to continue to employ, retain and compensate all
Ordinary Course Professionals, each Ordinary Course Professional
that is an attorney will be required to file with the Court and
serve an Affidavit of Proposed Professional of Disinterestedness
within 30 days of the date of entry of an Order granting this
Motion.  This Affidavit will be served on (i) the United States
Trustee, (ii) counsel for the Official Committee of Creditors
Holding Unsecured Claims, if such a committee is appointed,
(iii) counsel to the Debtors, (iv) the Debtors, (v) counsel for
the Pre-Petition Secured Lenders and (vi) the proposed Post-
petition Secured Lenders.

The Debtors also request that they be authorized to employ and
retain additional Ordinary Course Professionals needed by the
Debtors without the need to file individual retention
applications for each.  They wish to accomplish this by filing a
supplement with the Court, without the need for any further
hearing or notice to any other party. All professionals listed
in the Supplement will, within 30 days of the filing of the
Supplement, file and serve an Affidavit of Proposed Professional
of Disinterestedness.

The Debtors propose that the Notice Parties have 10 days after
the receipt of each Ordinary Course Professional's Affidavit of
Proposed Professional of Disinterestedness to object to the
retention of such Professional. The objecting party must serve
any such objections upon the Debtors, the Ordinary Course
Professional, the United States Trustee, and the other Notice
Parties on or before the Objection Deadline. If any such
objection cannot be resolved within 10 days, the matter will be
scheduled for hearing before the Court at the next regularly
scheduled omnibus hearing date or other date otherwise agreeable
to the parties thereto. If no objection is received from any of
the Notice Parties by the Objection Deadline, the Debtors will
be authorized to retain such Professional as a final matter.

The Debtors must file with the Court (and serve upon the
Trustee) a quarterly report summarizing the fees that have been
paid to all Ordinary Course Professionals.  This will reflect
the first quarter ending July 31, 2002, with the report due on
September 15, 2002.

Mr. Lhulier assures that Court that the proposed retention and
payment plan will not apply to attorneys or other professionals
retained or to be retained by the Debtors pursuant to separate
orders of this Court. Although certain of the Ordinary Course
Professionals may hold small unsecured claims against the
Debtors, the Debtors do not believe that any of the Ordinary
Course Professionals have an interest materially adverse to the
Debtors, their estates, creditors, or shareholders.

Mr. Lhulier submits that the Ordinary Course Professionals will
not be involved in the administration of the Chapter 11 Cases
but, rather, will provide services in connection with the
Debtors' ongoing business operations. As a result, the Debtors
do not believe that the Ordinary Course Professionals are
"professionals," as that term is used in Section 327 of the
Bankruptcy Code, whose retention must be approved by the Courts.
Nevertheless, the Debtors seek the relief requested in this
Motion to avoid any subsequent controversy as to the Debtors'
employment and payment of the Ordinary Course Professionals
during the pendency of the Chapter 11 Cases. The Debtors will
seek specific Count authority under Section 327 of the
Bankruptcy Code to employ any other professionals involved in
the actual administration of these Chapter 11 Cases. (Exide
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FFC HOLDING: Has Exclusive Right File Its Plan Until May 29
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, FFC Holding, Inc. and its debtor-affiliates obtained
an extension of their exclusive periods.  The Court gives the
Debtors, until May 29, 2002, the exclusive right to file their
plan of reorganization and until July 29, 2002 to solicit
acceptances of that Plan.

FFC Holding, Inc. filed for Chapter 11 protection on July 13,
2001. Christopher James Lhulier, Esq. and Laura Davis Jones,
Esq. at Pachulski Stang Ziehl Young represent the Debtors in
their restructuring efforts.

  
FLAG TELECOM: Engages Friedman Wang As Litigation Counsel
---------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates ask the
Court for authority to employ Friedman, Wang & Bleiberg PC as
special litigation counsel retroactive to April 29, 2002. The
Firm's engagement is limited to assessing and, if appropriate,
prosecuting causes of action against certain bank lenders of
FLAG Atlantic Ltd. for acts against the Debtors and their
property before and after the Petition Date.

The Debtors seek the services of Friedman, Wang because of
possible conflict of interest and waiver agreements between the
law firm of Gibson, Dunn & Crutcher LLP and the banks.

Kees van Ophem, Secretary and General Counsel of FLAG Telecom
Holdings Ltd., says the Debtors have selected Friedman, Wang for
its extensive experience in complex civil litigation. Friedman,
Wang has nine lawyers under its wing, representing clients in
all aspects of commercial litigation in Federal (including
Bankruptcy) and State courts.

                        Conflicts Check

Peter N. Wang, a member of Friedman, Wang, says that the Firm
(i) does not represent or hold any interest adverse to the
Debtors or their estates on matters on which it is to be
employed, and (ii) has no connections with the Debtors, their
creditors, any other party in interest, or their respective
attorneys and accountants, the United States Trustee or any
person employed in that office.

Mr. Wang tells the Court that the Firm did represent Southern
California Edison Co., one of the bank lenders, in an unrelated,
closed matter. Friedman, Wang represented SCE from January to
April 2001. No fees are due Friedman, Wang from SCE in
connection with that engagement.

Also, Friedman, Wang currently represents, in a separate
litigation unrelated to the Debtors' Chapter 11 cases, a joint
venture in which an SCE affiliate is a partner. Mr. van Ophem
says that although SCE is listed as a lender, it had actually
been repaid of the loan before the bankruptcy filing.

Mr. Wang assures that the Firm will continue with its conflicts
check and that if any new facts or relationships are uncovered,
it will supplement its disclosure to the Court.

                         Compensation

Friedman, Wang bills for its services on an hourly basis:

       Partners:   $325-$500
       Associates: $210-$290
       Paralegals: $110-$115

The partners, associates and paralegals expected to work on the
Debtors' Chapter 11 cases are:

       Professional                     Compensation
       ------------                     -------------
       Peter N. Wang, Partner           $500 per hour
       Susan J. Schwartz, Partner       $400 per hour
       Scott D. Corrigan, Associate     $290 per hour

Mr. Van Ophem says Friedman, Wang will be reimbursed for out of
pocket expenses, including travel expenses, duplicating charges,
computer and research charges, messenger services and telephone
charges.

The Debtors do not owe Friedman, Wang any sums for pre-petition
services. Mr. Wang says Friedman, Wang will seek approval of all
future compensation for fees and expenses. (Flag Telecom
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FOCAL COMMS: Shareholders' Meeting Set For June 12 In Chicago
-------------------------------------------------------------
The Annual Meeting of Stockholders of Focal Communications
Corporation will be held on Wednesday, June 12, 2002, at 1:00
p.m. at the University of Chicago's Gleacher Center, Room 408,
450 North Cityfront Plaza Drive, Chicago, Illinois, for the
following purposes:

        1. To elect three members to the Board of Directors,
each for a term of three years and until his successor is
elected and qualified.

        2. To approve the amendment of the 1998 Equity and
Performance Incentive Plan to increase the number of shares
authorized for issuance thereunder.

        3. To ratify the appointment of Ernst & Young LLP as
independent accountants for the 2002 fiscal year.

        4. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement
thereof.

The Board of Directors has fixed the close of business on April
18, 2002, as the record date for the meeting, and one may only
vote at the meeting if a stockholder of record at the close of
business on that date.


FRUIT OF THE LOOM: NWI Inks Global Environmental Settlement
-----------------------------------------------------------
Fruit of the Loom and NWI Land Management ask for Judge Peter J.
Walsh's approval of a settlement agreement between themselves
and several other parties.  The other parties are:

     * Velsicol Chemical Corporation;
     * True Specialty Corporation;
     * The U.S. Environmental Protection Agency;
     * The State of New Jersey;
     * The State of Illinois;
     * The State of Michigan;
     * The State of Tennessee.

                            Background

Luc A. Despins, of Milbank, Tweed, Hadley & McCloy tells the
Court that in 1986, pursuant to the terms of a management buyout
of Velsicol, NWI authorized the sale of all issued and
outstanding capital stock of Velsicol to True Specialty. NWI
agreed to take title to certain property and facilities
previously owned by Velsicol. Fruit of the Loom, NWI, TSC, and
Velsicol also entered into an Assumption and Indemnification
Agreement, dated as of December 12, 1986, whereby under
certain circumstances, Fruit of the Loom and NWI might be
contractually obligated to indemnify Velsicol and True Specialty
for environmental and product liabilities.

The indemnification obligations fell into four categories:

     (i) "Assumed/Owned Liabilities" of NWI, as current owner
and indemnitor of Velsicol with respect to the Seven Properties
and the Seven Facilities;

     (ii) "Assumed/Non-Owned Liabilities" relating to property
and facilities still owned by Velsicol or other unrelated third
parties, which consist primarily of third-party disposal sites
and sites at which products were formulated for Velsicol;

     (iii) "Shared Liabilities" for which FTL and NWI were to
pay a portion of the cost of certain environmental remediation
expenses that Velsicol incurs at certain of its chemical
manufacturing facilities during certain prescribed time periods;
and

     (iv) "Products Liabilities" arising from the use of, and
past exposure to, Velsicol's products.

The Seven Properties are: the St.Louis Property in St.Louis,
Michigan; the Breckenridge Property in St.Louis/Breckenridge,
Michigan;  Residue Hill Property in Chattanooga, Tennessee; the
Hardeman County Landfill Property in Toone, Tennessee; the
Hollywood Dump Facility in Memphis, Tennessee; Marshall 23 Acre
Property in Marshall, Illinois; Berry's Creek Property in
Woodrigde, New Jersey.

As a result of the Velsicol Stock Sale, NWI also became the
owner of Preferred Shares of stock in True Specialty, the parent
corporation of Velsicol. NWI and/or FTL entered into prepetition
agreements and contractual arrangements with Velsicol and True
Specialty, including a Contribution Agreement and Shareholder
Agreement.

Around August 15, 2000, the United States filed a Proof of Claim
against Fruit of the Loom and NWI, pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, 42
U.S.C. Sections 9601 et seq., relating to facilities owned by
NWI. The States of New Jersey and Tennessee also filed Proofs of
Claim against Fruit of the Loom and/or NWI with respect to
certain facilities.

The United States and the states of New Jersey and Tennessee,
together with the rest of the Governmental Parties, contended
that Fruit of the Loom and NWI had liability under CERCLA and
the Atomic Energy Act, 42 U.S.C. Sections 2201 et seq., and
regulations promulgated thereunder. The liability arose from
response action and/or response costs and Natural Resource
Damages at the Seven Facilities and others.  The Government
Parties assert that the liabilities are entitled to
administrative expense priority for some of the Debtors'
environmental liability under CERCLA.

Mr. Despins says that the Governmental Parties also contended
that Velsicol had similar obligations under CERCLA, but Velsicol
contended that it had an inability or limited ability to pay
such liabilities.

Around August 11, 2000, Velsicol filed proofs of claim against
Debtors Fruit of the Loom and NWI, on its own behalf and on
behalf of EPA and all State environmental agencies and
subdivisions pursuant to 11 U.S.C. Section 501(b) and Bankruptcy
Rule 3005, for liabilities under CERCLA for the Seven Facilities
and others.  On March 14, 2001, the Bankruptcy Court entered an
order approving the rejection by NWI and Fruit of the Loom of
the Assumption and Indemnification Agreement.

The Environmental Settlement Agreement addresses environmental
obligations of NWI and Fruit of the Loom.  The obligations arose
from the operations of Velsicol, which was, prior to 1986, a
subsidiary of a predecessor to Fruit of the Loom. They emanate
from consent decrees, administrative orders or other prepetition
court orders and agreements involving cleanup and/or remediation
of property and facilities.

                        The Debtors' Burden

Mr. Despins warns that the Governmental Parties, Velsicol, and
other third-party claimants of the property and facilities at
issue, have filed proofs of claim against FTL and NWI that
aggregate to hundreds of millions of dollars. The Governmental
Parties have asserted that obligations under the various
prepetition orders do not give rise to claims that may be
discharged under the Bankruptcy Code, but instead, are
continuing performance obligations. The Governmental Parties
also assert that the property and facilities at issue may create
a present and imminent hazard to human health and safety and may
not be abandoned by NWI. Finally, Velsicol and True Specialty
assert that they have defenses and offsets to enforcement of
NWI's rights with respect to True Specialty's preferred stock,
which is the principal asset of NWI, other than insurance and
choses in action.

Fruit of the Loom and NWI have opposed the claims filed by the
Governmental Parties, Velsicol, True Specialty and other third-
party environmental claimants, particularly those that assert
either administrative or priority status. Fruit of the Loom and
NWI deny that there is a present and imminent danger to human
health or safety at any of properties and facilities at issue.
Prior to and since the Petition Date, NWI or Fruit of the Loom
have continued to fund necessary monitoring and related
maintenance.

                      The Settlement Agreement

According to Mr. Despins, the Environmental Settlement Agreement
resolves all of these disputes in a way that is beneficial to
all the Fruit of the Loom estates.

     1) Velsicol and True Specialty agree to waive and release
        all claims against Fruit of the Loom and NWI;

     2) the Governmental Parties agree to limit their
        administrative and priority Claims to an aggregate
        amount of $4,270,000;

     3) the Governmental Parties promise not to sue Reorganized
        Fruit of the Loom, the Plan Entities or any member of
        the Fruit of the Loom Group over any of the property or
        facilities at issue;

     4) the Governmental Parties will provide contribution
        protection, which has the effect of limiting Fruit of
        the Loom's exposure to third-party environmental claims
        relating to the property and facilities at issue; and

     5) holders of allowed claims against NWI retain certain
        rights to proceeds of the liquidation of NWI in excess
        of $29,270,000.

Fruit of the Loom's retained liability reserves related to
discontinued operations for year end 2001 consisted primarily of
(a) environmental reserves forecasted to be approximately
$29,400,000 and (b) product liability reserves forecasted to be
approximately $2,000,000.  Fruit of the Loom, NWI and Velsicol
also have insurance coverage, subject to deductibles and
exclusions from coverage provisions, for potential cleanup cost
expenditures in excess of 1998 environmental reserves of
approximately $44,000,000, reduced by certain environmental
expenditures since then, up to $100,000,000, in the aggregate.

Mr. Despins outlines the terms of the Settlement Agreement,
telling the Court that a liquidating trust shall be created that
will succeed to all the rights, obligations, ownership of the
assets of Fruit of the Loom and NWI, other than the Seven
Properties, which will be transferred to a custodial liquidating
trust. The NWI/FTL Successor and the Custodial Trust shall
thereafter (a) fund the costs of environmental response costs
with respect to the Seven Properties and (b) undertake to
liquidate the assets of NWI and the insurance assets of Fruit of
the Loom for the benefit of the creditors with an interest
in the Environmental Settlement.  The Custodial Trust and
NWI/FTL Successor will be established within 20 days of the
Bankruptcy Court's approval of the Environmental Settlement,
provided that all necessary approval by the Governmental Parties
have been received.

The NWI/Fruit of the Loom Successor will be a liquidating trust
to be formed as a successor to NWI and Fruit of the Loom.  The
Trust shall hold the stock of Fruit of the Loom, as reorganized
pursuant to the Plan. The NWI/ Fruit of the Loom Successor's
purpose is to implement the Settlement Agreement by receiving
and distributing its assets to provide the funding to the
Custodial Trust and the Velsicol Environmental Trust Fund.  A
third trust will be established to fund other environmental
liabilities also covered by insurance that were previously
alleged to be covered by the Assumption and Indemnification
Agreement. Beneficial interests in the NWI/ Fruit of the Loom
Successor shall be held by the Governmental Parties, the
Custodial Trust, the holders of Allowed NWI Claims, the Velsicol
Environmental Trust Fund, and Velsicol in accordance with their
respective interests under the Environmental Settlement.

Contributions and accretions to the NWI/ Fruit of the Loom
Successor will include: (1) payments for the allowed
administrative expense claims, (2) proceeds from the insurance
litigation, (3) proceeds related to the Seven Facilities and
other facilities for claims made under a pollution legal
liability policy, (4) the recoveries under the Velsicol
pollution legal liability policy for the Seven Facilities, (5)
proceeds in respect of the Velsicol Preferred Shares, and (6)
interest earned upon funds held by the NWI/ Fruit of the Loom
Successor.

The NWI/ Fruit of the Loom Successor, however, will not own or
have any legal interest in the Seven Properties. Instead, NWI
shall transfer the Seven Properties to the independent Custodial
Trust, which will hold title to the Seven Properties.

The purpose of the Custodial Trust will be to own the Seven
Properties, carry out administrative functions related to the
Seven Properties, manage and/or fund implementation of response
actions or natural resource damage assessment and restoration
actions selected and approved by the relevant Governmental
Parties, assume the obligations under the prepetition consent
orders and other orders relating to the Seven Properties, and
ultimately to sell the Seven Properties, if possible.

The Custodial Trust will be funded from, inter alia, the
following sources: (1) the proceeds of any lease, sale or other
disposition of the Seven Properties, (2) payments from the
NWI/Fruit of the Loom Successor of amounts received by the
NWI/Fruit of the Loom Successor and payable to the Custodial
Trust under the Environmental Settlement Agreement, and (3) any
interest earned on funds held by the Custodial Trust.

Any Governmental Party or a governmental unit that is a designee
of a Governmental Party may, subject to the approval in writing
of the EPA and the relevant State, take title at any time to any
of the Seven Properties. The Custodial Trust may at any time
seek the approval of EPA and the relevant State for the sale or
lease or other disposition of all or part of a Property. In the
event of any approved sale or lease or other disposition, the
net proceeds from the sale or lease or other disposition shall
be paid to the Custodial Trust's respective Trust Account for
the relevant Facility.

Funding and proceeds for response actions for each of the Seven
Facilities will be held by the NWI/ Fruit of the Loom Successor
and thereafter the Custodial Trust, each of which will maintain
separate Trust Accounts for each Facility. The Trust Accounts
shall be funded initially by a payment from NWI/ Fruit of the
Loom to the Custodial Trust in the amount of $4,278,715,
representing the aggregate amount of the Governmental Parties'
allowed administrative expense claims.  After this initial
funding, further funding for the Trust Accounts shall be derived
from, among other things, insurance proceeds from the insurance
litigation and proceeds from the sale of the Velsicol Preferred
Shares.

The NWI/Fruit of the Loom Successor and Custodial Trustee shall
use each of the Trust Accounts (with specified exceptions) to
fund response action with respect to hazardous substances or
wastes released at or from the respective Facility for which the
Trust Account was created. The United States or the states may
obtain payment from a respective Trust Account to reimburse or
fund response action for the Seven Facilities by following the
procedures set forth in the Environmental Settlement Agreement.

                 Rational For The Settlement

According to Mr. Despins, it is undisputed that (a) many of the
Seven Properties and other facilities are on the EPA's National
Priority List and (b) certain of the Properties and Facilities
are subject to consent decrees arising out of failures to comply
with applicable environmental law or regulation. On this basis
alone, NWI, Fruit of the Loom, and Velsicol, as former owners or
operators of those sites, could be subject to some level of
liability under CERCLA and related federal and state
environmental protection statutes. It is equally undisputed that
NWI and Fruit of the Loom agreed to indemnify Velsicol with
respect to future environmental claims.  This leaves little room
for dispute that Fruit of the Loom and NWI have prepetition
obligations to Velsicol.

Velsicol has asserted substantial indemnification claims against
NWI and Fruit of the Loom and has asserted a right of setoff
against the Velsicol Preferred Stock to secure those claims,
although Fruit of the Loom and NWI dispute the amount of
Velsicol's claims and the asserted setoff rights.  Mr. Despins
warns that any other approach could require Fruit of the Loom,
NWI, and Velsicol and/or their respective successors to remain
involved in protracted litigation with the Governmental Parties
in a multitude of jurisdictions for the foreseeable future.
Continued litigation has been and will be expensive and
inconvenient to Fruit of the Loom, NWI, and Velsicol. The
Agreement provides Fruit of the Loom and NWI relief from the
burdens of litigating the insurance coverage issues with respect
to environmental claims. Pre-settlement litigation has been
ongoing for more than five years in no less than 4 states
relating to no fewer than 8 sites and has already consumed
millions of dollars in debtor assets. In the absence of a
settlement, many millions more of debtor dollars would no doubt
be spent in years of document discovery, extensive party and
non-party depositions, and complex and lengthy trials.

Judge Walsh has scheduled the hearing on this matter for May 24,
2002, at 9:30 am. (Fruit of the Loom Bankruptcy News, Issue No.
56; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GLOBAL CROSSING: GT U.K. Has Until June 24 to File Schedules
------------------------------------------------------------
GT U.K. Ltd. sought and obtained Court authorization extending
the 15-day period to file schedules of assets and liabilities,
schedules of executory contracts and un-expired leases, and
statements of financial affairs to June 24, 2002, without
prejudice to the Debtors' ability to request additional time
should it become necessary.

Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP in New
York, New York, informs the Court that on the GTUK Petition
Date, Global Crossing Ltd. and its debtor-afiliates filed with
this Court a list of the GTUK creditors holding unsecured claims
against its estate. The Debtors are currently engaged in
compiling the information for the Schedules and Statements for
the original 55 debtors, which must be filed in this Court by
May 15, 2002. The late commencement of GTUK's Chapter 11 case
has precluded the Debtors from including GTUK in the information
gathering process for Schedules and Statements related to the
original Debtors. As such, the Debtors will need to prepare
GTUK's Schedules and Statements separately from those of the
original Debtors. Due to the time constraints in meeting
the deadline with respect to the original Debtors, the Debtors
anticipate that they will be unable to complete GTUK's Schedules
and Statements in the time required under Bankruptcy Rule
1007(c).

To prepare their required Schedules and Statements, Mr. Miller
submits that the Debtors must compile information from books,
records, and documents relating to a multitude of transactions
at numerous locations throughout the world. Collection of the
necessary information requires an enormous expenditure of time
and effort on the part of the Debtors and their employees. The
process of completing GTUK's Schedules and Statements is
complicated by the fact that GTUK is a foreign company and,
thus, many of its books and records are not easily accessible to
the Debtors.

While the Debtors, with the help of their professional advisors,
are mobilizing their employees to work diligently and
expeditiously on the preparation of the original Debtors' and
GTUK's Schedules and Statements, Mr. Miller claims that
resources are strained. In view of the amount of work entailed
in completing the original Debtors' Schedules and Statements and
the competing demands on their employees and professionals, the
Debtors will not be able to properly and accurately complete the
Schedules and Statements within the 15-day time period imposed
by the Bankruptcy Code.

The Debtors submit that requiring the Debtors to file GTUK's
Schedules and Statements by May 9, 2002 will increase the
existing burden on the them to file the Statements and Schedules
of the original 55 Debtors by May 15, 2002.  This causes a
problem such that the Debtors will not be able to accurately
complete GTUK's Schedules and Statements. (Global Crossing
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GOLDMAN INDUSTRIAL: Committee Wants Miller Canfield as Attorneys
----------------------------------------------------------------
The Official Unsecured Creditors' Committee of the chapter 11
cases of Goldman Industrial Group, Inc. and its debtor-
affiliates moves to employ Miller, Canfield, Paddock and Stone,
PLC as their attorneys.

In its motion to the U.S. Bankruptcy Court for the District of
Delaware, the Committee relates that it needs the assistance of
Miller Canfield as counsel in performing its duties in these
cases.

Miller Canfield is expected to:

     a) consult with the Debtors concerning the administration
        of these cases;

     b) investigate the acts, conduct, assets, liabilities and
        financial condition of the Debtors, the operation of the
        Debtors' business and the desirability of the
        continuance of such business, and any other matters
        relevant to the case or to the formulation of the plan;

     c) participate in the formulation of a plan, including
        advice to those represented by such Committee and
        collecting and filing with the acceptances or rejections
        of a plan, as necessary;

     d) request the appointment of a trustee or examiner or
        requesting the conversion of the case to Chapter 7, as
        necessary;

     e) perform such other services as are in the interest of
        those represented; and

The supervising attorney of this representation will be Mr.
Michael H. Traison. Mr. Traison is a principal within Miller
Canfield's bankruptcy section whose rate is $405 per hour.
Associates of the firm, including Ms. Holly Osterholm Swanson
and legal assistants, will have some involvement in these cases.
Ms. Swanson's current hourly rate is $150 per hour and
paralegal, Mr. J. Chris Conrad's rate is $120 per hour.

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
at Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.


HEARTLAND TECHNOLOGY: Expects Delisting From Amex
-------------------------------------------------
Heartland Technology, Inc. (Amex: HTI) has been notified by the
American Stock Exchange that the exchange intends to file an
application with the Securities and Exchange Commission to
strike the company's common stock from listing and registration
on the American Stock Exchange.  The company acknowledged that
it has not, for some time, met various guidelines for continued
listing on the exchange.  These include shareholders' equity,
losses from continuing operations and net losses, the price of
the company's common shares, market value public float and the
company's inability to produce a viable plan to cure those
deficiencies.

Heartland Technology expects that its common stock will be
delisted from the American Stock Exchange as a result of the
exchange's action.  The company recently reported that it is not
currently generating enough cash from operations to pay fixed
costs.  Heartland Technology said it was in discussions with its
creditors to see if it can reach agreements to restructure its
debt.  The company also said it has been seeking to sell or
merge various assets and subsidiaries as well as the entire
company in order to create value.  However, the company is
likely to be dissolved or liquidated.


HIGH SPEED ACCESS: Nasdaq To Delist Shares Tomorrow
---------------------------------------------------
High Speed Access Corp. (Nasdaq: HSAC) announced that on May 13,
2002, it received notification from Nasdaq indicating Nasdaq's
intention to delist the Company's common stock from The Nasdaq
National Market effective at the opening of business on May 21,
2002.

In the notification, Nasdaq states that it is taking this action
pursuant to its discretionary authority under Nasdaq Marketplace
Rules 4300 and 4330(a)(3).  Specifically, Nasdaq notes that the
Company has not owned or managed any revenue-generating
businesses since February 28, 2002, and to date continues to
lack tangible business operations.  Accordingly, Nasdaq believes
the Company is a "public shell," which may be subject to market
abuses or other violative conduct detrimental to the interests
of the investing public.

The Company intends to appeal the Nasdaq's decision and request
a hearing within 45 days of its appeal.  Under Nasdaq rules, the
request for hearing will stay the delisting action pending the
issuance of a written determination by the Nasdaq Listing
Qualifications Panel.  There is no assurance that the Panel will
grant the Company's request for continued listing.

HSA also announced that it has filed its Form 10-Q for the
quarterly period ended March 31, 2002 with the Securities and
Exchange Commission.


ICG COMMS: Power & Telephone Asks To Allow $4M Claim For Voting
---------------------------------------------------------------
Power & Telephone Supply Company, Inc., represented by Regina A.
Iru of Ashby & Geddes, seeks an Order from Judge Walsh allowing
its claim for voting purposes.  It has filed a proof of claim in
the case of ICG Equipment, Inc., in the amount of $4,068,004.62.  
By letter, Marlene Williams, Vice President of Accounting for
ICG Communications, advised Power & Telephone that ICG
Communications, Inc. was reducing Power & Telephone's unsecured
claim to $4,019,249.36, and that ICG had "agreed that the Claim
shall be treated as a general unsecured claim against ICG
Equipment, Inc. in the reconciled amount."  Moreover, Ms.
Williams stated that the Claim as revised "will be treated
consistent with all other unsecured claims under the Company's
plan of reorganization."  Finally, Ms. Williams stated that her
letter would constitute a "full and final modification to the  
Claim for all purposes, including plan of reorganization voting
and distribution."

Cary Hancock, Power & Tele's credit manager, signed the letter
on behalf of Power & Tele and returned it to ICG.

In April, Power & Tele received a "Notice of Non-Voting Status
With Respect to Contingent, Unliquidated or Disputed Claims".  
Power & Tele was under the impression it had an undisputed,
unsecured claim based on Ms. Williams' letter.

Power & Tele therefore seeks Judge Walsh's Order that it is the
holder of an undisputed, unsecured claim in the amount of
$4,019,249.36 and that it is entitled to vote on the plan as an
unsecured creditor. (ICG Communications Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


IT GROUP: Contaminant Control Presses For Decision On Contracts
---------------------------------------------------------------
Contaminant Control Inc. asks the Court to compel IT Group, Inc.
and its debtor-affiliates to assume or reject executory
contracts, compel the Debtors to pay administrative expense
claims or, in alternative, compel the Debtors to provide
adequate protection or other ancillary relief.

Brian J. McLaughlin, Esq., in Wilmington, Delaware, believes
that if the Debtors are allowed to continue to defer assumption
or rejection of the Contaminant Control subcontracts without
proving any adequate assurance to Contaminant Control that it
will be paid for its postpetition work, Contaminant Control will
continue to be prejudiced. Further, the longer the Debtors defer
their decision on the subcontracts without making the necessary
payments, Contaminant Control's administrative claims against
the Debtors' estate continue to increase.

Mr. McLaughlin explains that, before petition date, Contaminant
Control and the Debtors entered into a master commercial short
form subcontract, whereby Contaminant Control became a team
subcontractor member in IT Corporation's Specialty Services and
Emergency Response Program. Pursuant to the Master Subcontract,
Contaminant Control is a subcontractor to IT Corporation with
respect to, inter alia, the anthrax bio-terrorism clean-up
projects at the Hamilton Post Office in Trenton, New Jersey and
the Brentwood Postal Distribution Center located in Washington,
DC. IT Corporation is the general subcontractor, with respect to
the Hamilton and Brentwood projects, to the United States Postal
Services.

Mr. McLaughlin maintains that Contaminant Control has been
deemed a critical trade vendor of the Debtors and has been paid
a portion of its pre-petition claims with respect to the
projects pursuant to the Critical Vendor Interim Order. Despite
these critical vendor payments, $402,661 currently remains due
and owing to Contaminant Control for work performed pre-petition
in connection with the Hamilton Project and $407,442 for the
Brentwood Project.  Since the petition date, at the Debtors'
request, Contaminant Control continues to perform work at the
projects.  Although the Debtors have made some post-petition
payments to Contaminant Control, there is now due and owing to
Contaminant Control approximately $265,682 for post-petition
work in connection with the Hamilton Project and $1,585,810 for
the Brentwood Project.

Mr. McLaughlin tells the Court that, on March 15, 2002, the
Debtors filed a Cure Notice wherein the Debtors advised that
they intend to assume certain executory contracts and unexpired
leases to which they are parties, and assign such contracts and
leases to The Shaw Group or to the successful bidder at the
asset sale. However, Contaminant Control's subcontracts with
respect to the projects are not listed as Assumed Contracts
under the Cure Notice. Upon information and belief, the Debtors
consider the project "completed" for the purposes of the Shaw
Transaction, despite the fact that work remains to be performed
at the project sites. Further, Contaminant Control has received
no assurance that it will be paid for such work or any
additional work that may be performed at the project sites.

Mr. McLaughlin avers that the post-petition work performed by
Contaminant Control was not only actual and necessary and a
benefit to the Debtors' estates but was at the request and
direction of the Debtors. The Critical Vendor Order would
apparently require the Debtors to continue performance of their
obligations. However, Contaminant Control's pre-petition claims
have not been satisfied in full by the Debtors.

Additionally, Mr. McLaughlin submits that Contaminant Control
has been unable to determine whether the Debtors have been paid
by the US Postal for the work completed by Contaminant Control
but, under applicable government contracting law, US Postal is
not obligated to pay until the Debtors have paid all prior
subcontractors invoices in full. To the extent that Contaminant
Control does perform work, in addition to the work it has
already performed, the US Postal should be authorized to pay
Contaminant Control directly for such services so that
Contaminant Control does not bear the risk of administrative
insolvency of these bankruptcy cases. The Debtors are not
entitled to the unpaid proceeds from the US Postal other than,
perhaps, its profit. (IT Group Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


IMPERIAL SUGAR: Continues EBITDA Covenant Talks with Lenders
------------------------------------------------------------
Imperial Sugar Company (OTCBB:IPSU) filed its quarterly report
on Form 10-Q for its fiscal 2002 second quarter with the
Securities and Exchange Commission on May 14, 2002.

For the second quarter ended March 31, 2002, the Company
reported a net profit of $0.3 million before non-recurring
gains, as compared to a loss of $15.2 million in the year-ago
period. Net sales in the 2002 second quarter were $306.4
million, compared to $372.6 million a year ago.

Including a non-recurring gain of $14.0 million from the
February 2002 sale of the company's Michigan Sugar operation,
second quarter 2002 net income was $14.3 million. Imperial and
substantially all of its subsidiaries emerged from Chapter 11
bankruptcy protection at the end of August 2001 and applied
fresh start accounting principles resulting in a new reporting
entity whose results are not fully comparable to periods prior
to emergence.

Major events during the quarter included the sale of Michigan
Sugar for $63.5 million, which was comprised of $29 million
cash, $16 million in deferred payments and the assumption of
$18.5 million of debt by the buyer for which Imperial remains
contingently liable. As a result of the sale, Imperial will
avoid a large seasonal working capital need of approximately $70
million late in the calendar year. This sale, along with the
sale in the first fiscal quarter of the King Packaging
operation, have helped the Company reduce long-term debt by $60
million, or 26%, to $167 million during the first six months of
this fiscal year.

Robert Peiser, Imperial's President and Chief Executive Officer,
said, "The Company's operating results for the quarter ended
March 31, 2002 were significantly improved over prior-year
levels. While we are pleased with that progress and the
significant reduction in debt, the Company has continued to face
a challenging operating environment that has impacted refined
sugar sales volumes and pricing levels. As a result, during the
quarter, the Company has operated at profit levels below our
targets and below the levels projected to our lenders."

The company also commented on its credit agreement with lenders
requiring that certain levels of EBITDA be maintained. The
company determined during the March quarter that it was not
likely to meet required levels for the period. An agreement was
reached with the company's bank group to amend those
requirements such that the company exceeded the required minimum
levels (as amended) for the quarter. The company anticipates a
similar situation in the current quarter ending June 30, 2002,
and is in discussions with lenders regarding a similar
amendment.

"While we expect these discussions to be successful, we cannot
assure you that they will be," Mr. Peiser continued. "We remain
very focused on further reducing our debt and achieving a
capital structure that is appropriate for the company over the
long term."

For further information concerning the Company's results of
operations, see the Form 10-Q which may be found on our web site
at http://www.imperialsugar.com

Imperial Sugar Company is the largest processor and marketer of
refined sugar in the United States and a major distributor to
the food service market. The Company markets its products
nationally under the Imperial, Dixie Crystals, Spreckels,
Pioneer, Holly, and Diamond Crystal.


INTEGRATED INFO: Working Capital Deficit Tops $4.57M At March 31
----------------------------------------------------------------
Integrated Information Systems Inc. ("IIS") (Nasdaq:IISX), an
innovative technology and business consultancy, released results
for its first quarter ended March 31, 2002.

                 IIS First Quarter 2002 Results

For the first quarter of 2002, revenues were $8.3 million, a 37%
increase from fourth quarter 2001 revenues of $6.1 million and a
21% decrease from revenues of $10.5 million in the same period
of 2001.

For the first quarter of 2002, IIS reported a net loss of $7.5
million, or ($0.45) per share. This compares to a net loss of
($0.76) per share for the fourth quarter of 2001 and to a net
loss of ($0.40) per share for the first quarter of 2001.

The net loss of $7.5 million in the first quarter of 2002
included a provision of $2.8 million for asset impairments and
restructuring charges resulting from consolidation of three
additional office locations and an increase in the provision for
asset impairment and restructuring charges made in the fourth
quarter of 2001.

Net loss for the fourth quarter of 2001 included a $5.7 million
charge for expenses incurred in connection with closing and
consolidating offices and abandoning leasehold improvements.

As of March 31, 2002, IIS employed 253 billable consultants, and
total professionals numbered 330. This compares to 256 billable
consultants, and a total of 356 professionals at Dec. 31, 2001.
In addition, the utilization rate of consultants for the first
quarter of 2002 was up 12% over the fourth quarter of 2001.

"Revenue growth over the prior quarter was very encouraging, and
the five consultancies acquired to date between August 2001 and
January 2002 are nearing full integration," said Jim Garvey,
chairman, chief executive officer and president of IIS.

"We are enjoying significant synergies from our consolidation
strategy and through the introduction of national practices in
security solutions and supply chain management.

"The multiple-region market reach we gained through these
consolidations and our focus on vertical market segments with
strong present demand, such as security solutions, supply chain
management and infrastructure, are positioning us to grow
revenues in an overall challenging market. We continue to focus
on cutting our operating cost structure and corporate overhead
as detailed in our recent 10-Q."

Bill Mahan, executive vice president and chief financial officer
of IIS further stated, "We have made significant progress in
rebuilding our revenue base and improving operating results
through consulting staff utilization, operating disciplines,
closure of unprofitable offices and operations and
consolidation.

"Notwithstanding, our company continues to incur losses, which
are principally resulting from the leases for unused facilities
and equipment and certain other obligations that resulted from
the company's over-expansion during 2000."

Mahan continued, "Stringent efforts are currently underway to
settle these lease and equipment obligations and to obtain a new
credit line through accounts receivable backed financing. We
believe that by successfully settling old obligations, obtaining
financing and continuously improving our operations, IIS will
remain a serious competitor in the business and technology
consultancy marketplace."

As of March 31, 2002, ISS listed total current assets of
$8,986,000 and total current liabilities of 13,557,000.


                Closure of IIS Data Center

During the second quarter of 2001, IIS recorded a $9.2 million
impairment charge for underutilized data center facility
computer equipment and leasehold improvements. In the past three
quarters, underutilization continued and demand for hosting
services further declined.

In response, the company decided to close its data center in May
2002. IIS is working closely with clients to transition the
hosting of their applications to other data centers. IIS has
selected a number of local and national preferred data center
vendors who will continue to provide our clients with the
scalability, security and redundancy benefits of outsourcing.

"The hosting business remains overbuilt and extremely
competitive.

We will continue to meet client demand for a range of
Application Outsourcing Services, from basic application
infrastructure to fully managed applications and continue to
provide these services through all IIS regional offices," said
Garvey.

"The closing of our data center operations will begin to produce
important ongoing operational cost savings to IIS in the third
quarter of 2002."

              Goliath Networks Acquisition

On Jan. 25, 2002, IIS completed the acquisition of Goliath
Networks Inc., a Wisconsin-based information technology
consultancy. Now known as the IIS Midwest Division, Goliath's
staff of 81 provide professional services throughout the Midwest  
with offices in Madison and Milwaukee. The IIS Midwest Division
is one of a small number of triple gold Microsoft Partners in
the world.

Subsequent to the acquisition, Microsoft named the IIS Midwest
Division as one of its first eight partners to receive the
Microsoft Gold Certified Partner Certification for Security
Solutions.

The IIS Security Practice is actively collaborating with a
number of clients to assess their current IT environments and
integrating solutions to help them mitigate risk. IIS is one of
the few Microsoft partners certified for Security Solutions, E-
Commerce Solutions and Enterprise Systems with at least one of
these certifications in four Microsoft districts.

                Recent Client Highlights

Since January 2002, IIS has gained new clients, expanded
services with existing clients and has been recognized by
leading technology vendors as a quality, top-rate technology
consulting firm. Recent highlights include:

   -- The IIS Supply Chain Integration practice was recently
formalized into a national IIS division and has successfully
executed a supply chain re-engineering project for a Fortune
100 aerospace manufacturer. The project has resulted in
significant client bottom-line improvements, showing over 900%
return on their investment. This team is also working with a
major heating and air conditioning manufacturer to identify
process improvements and integrate solutions utilizing Web
technologies.

   -- IIS Network Integration Services professionals have been
working with clients, including an international hardware
manufacturer, a gaming and entertainment business, and a
national law firm, to migrate IT environments to Windows 2000
systems. Clients anticipate a reduced total cost of ownership on
these systems through decreased administration time and
increased reliability and security.

   -- The IIS K2 Digital Division in New York successfully
launched a corporate Web site redesign for a major financial
services organization. K2 professionals assisted the client in
creating a unified brand that is now reflected in the client's
end-user portal.

   -- IIS experts helped the Gem Group, a global designer and
distributor of leather goods and bags, create a convenient,
single-point of access portal application which has increased
the efficiency of its sales professionals and support staff,
enhanced customer service for its end users and distributors by
allowing them access to information online, and improved channel
marketing by making up-to-date product specifications available
online.

   -- A leading clothing retailer engaged IIS to oversee the
technology requirements of its warehouse management initiative
to automate and connect sales orders, purchase orders and
inventory tracking. The IIS-developed system will report
historical sales and existing and future orders in order to
illustrate purchasing trends and requirements.

   -- Novell recognized IIS Midwest Division with two awards:
The Consulting Service Excellence Award and the Technical
Excellence Award. The IIS Midwest Division received this
prestigious recognition for the delivery of the highest quality
service to Novell clients through the Division's demonstrated
technical strengths and support, customer service and
collaboration with Novell.

                       Nasdaq Listing

On May 2, 2002, IIS submitted to Nasdaq an application for
transfer of the listing of its common stock from The Nasdaq
National Market to The Nasdaq SmallCap Market. At the time of
application, the company had not maintained the required minimum
market value of publicly held shares, minimum bid price per
share or minimum market capitalization for continued inclusion
on The Nasdaq National Market.

Nasdaq Marketplace Rules stay delisting proceedings while Nasdaq
staff reviews the transfer application. While there can be no
assurance that Nasdaq will approve the transfer, if Nasdaq does
not approve the transfer, the company may appeal the decision,
and delisting proceedings would be stayed during the appeal.

If the appeal is not successful or the company determines not to
appeal, the common stock would then likely trade in the over-
the-counter market on the National Association of Securities
Dealers' OTC Bulletin Board.

                         About IIS

Integrated Information Systems is an innovative technology and
business consultancy providing extensive experience and insight
to create a sustainable competitive edge for clients. For
companies who seek measurable results from business and
technology investments, IIS offers cost-conscious, productive,
profit-minded solutions across the entire service value chain
with single provider accountability.

Founded in 1989, IIS employs approximately 300 professionals,
with offices in Bangalore, India; Boston; Denver; Madison;
Milwaukee; London; New York; Phoenix; and Portland, Ore.
Integrated Information Systems' common stock is traded on Nasdaq
under IISX. For more information on Integrated Information
Systems, visit its Web site: http://www.iis.com


KAISER ALUMINUM: Asbestos Claimants Hire Campbell as DE Counsel
---------------------------------------------------------------
The Official Committee of Asbestos Claimants obtained Court
approval to retain Campbell & Levine, LLC as Delaware and
associated Counsel, nunc pro tunc to February 26, 2002 in the
Chapter 11 cases of Kaiser Aluminum Corporation and its debtor-
affiliates.

Campbell & Levine, among other things, will:

A. provide legal advice as counsel regarding the rules and
   practices of the Delaware Court to the committee's powers and
   duties as an official Asbestos committee;

B. prepare and review as counsel , applications, motions,
   complaints, answers, orders, agreements, and other legal
   papers filed on or behalf of the Asbestos Committee for
   compliance with the rules and practices of the Delaware
   Court;

C. appear in Court as counsel to present necessary motions,
   applications, and pleadings and otherwise protecting the
   interests of the Asbestos Committee and asbestos-related,
   personal injury creditors of the Debtors;

D. investigate, institute and prosecute causes of action on
   behalf of the Asbestos committee and the Debtors' estates;
   and,

E. perform such other legal services for the Asbestos committee
   as it believes may be necessary and proper in the
   proceedings.

Campbell & Levine are compensated on an hourly basis, plus
reimbursements for actual, necessary expenses that the firm
incurs. The professionals in Delaware proposed to represent the
committee and their respective hourly rates are:

             Campbell & Levine, LLC --- Delaware

          Professional            Position        Rate
    -----------------------    ---------------   ------
    Matthew G. Zaleski, III        Member         $295
    Cathie J. Boyer               Paralegal       $125
    Stephanie L. Peterson      Legal Assistant    $ 90

            Campbell & Levine, LLC --- Pittsburgh

          Professional            Position        Rate
      ---------------------      ----------      ------
       Douglas A. Campbell         Member         $350
       David B. Salzman            Member         $350
       Philip E. Milch             Member         $265
       Michele Kennedy            Paralegal       $ 90

(Kaiser Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


NEWCOR INC: Committee Gets OK to Employ Kramer Levin as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the chapter 11
cases of Newcor, Inc. obtains approval from the U.S. Bankruptcy
Court for the District of Delaware, to retain Kramer Levin
Naftalis & Frankel LLP as counsel, effective as of March 11,
2002.

Kramer Levin is expected to render legal services as the
Committee may consider desirable and further the interests of
the Committee's constituents in these cases. In addition to
acting as primary spokesman for the Committee, it is expected
that Kramer Levin's services will include assisting, advising
and representing the Committee with:

     a. The administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs including
        all issues arising from the Debtors, the Committee or
        these Chapter 11 Cases;

     b. The preparation on behalf of the Committee of necessary
        applications, motions, memoranda, orders, reports and
        other legal papers;

     c. Appearances in Court, appearances at statutory meetings
        of creditors, and appearances at other meetings, as
        necessary to represent the interests of the Committee;

     d. The negotiation, formulation, drafting and confirmation      
        of a plan or plans of reorganization and matters related
        thereto;

     e. Such investigation, if any, as the Committee may desire
        concerning, among other things, the assets, liabilities,
        financial condition and operating issues concerning the
        Debtors that may be relevant to these Chapter 11 Cases;

     f. Such communication with the Committee's constituents and
        others as the Committee may consider desirable in
        furtherance of its responsibilities; and

     g. The performance of all of the Committee's duties and
        powers under the Bankruptcy Code and the Bankruptcy
        Rules and the performance of such other services as are
        in the interests of those represented by the Committee.

Kramer Levin has indicated its willingness to serve as counsel
to the Committee and to receive compensation and reimbursement
in accordance with its standard billing practices. The principal
attorneys expected to represent the Committee and their current
hourly rates are:

     David M. Feldman      $430 per hour
     Amy Caton             $350 per hour

Other attorneys and paraprofessionals may provide services to
the Committee in connection with these bankruptcy proceedings.
The range of Kramer of professional rates of Kramer Levin
attorneys and legal assistants are:

     Partners               $440 - $625 per hour
     Counsel                $460 - $600 per hour
     Associates             $210 - $440 per hour
     Legal Assistants       $160 - $175 per hour

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.


LTV: Signs-Up Marsh To Negotiate Close-out Of Insurance Programs
----------------------------------------------------------------
The LTV Corporation sought and obtained Judge Bodoh's authority
to sign a letter agreement with Marsh USA Inc., to negotiate the
final closeout of LTV's insurance deductible programs with
American International Group, Inc., and to amortize LTV's
performance, including the payment of certain fees and expenses
to Marsh.

As previously reported, subsequent to the commencement of LTV's
Asset Protection Plan process, AIG drew down letters of credit
totaling $34.5 million that had been provided as financial
assurance for LTV's deductibles for their workers' compensation,
automobile liability, general liability and products liability
insurance policies.  Shortly after learning of AIG's intent to
make the draw, LTV contacted Marsh, its insurance broker for
these policies, concerning the determination of the amounts that
LTV might be able to recover from AIG in connection with a fair,
reasonable, controlled and orderly financial closeout of the
deductible program.  In the absence of a closeout settlement,
the final determination of the appropriate letter of credit
recovery would be delayed for several years pending the filing
and satisfaction of individual claims under the policies, and
the likelihood of obtaining any letter of credit recovery would
diminish over time.

After reviewing the facts and circumstances, including a cursory
review of the Debtors' loss history, Marsh advised LTV that the
letter of credit recovery could be substantial and that the
negotiation of the closeout settlement would involve several
months of review and negotiation with AIG.  In particular, based
on its preliminary review, Marsh concluded that the closeout
settlement may reasonably be priced in the range of $22 to $28
million, which represented a potential gross letter of credit
recover of approximately $6,500,000 to $12,500,000.

In order to maximize the letter of credit recovery in the most
expeditious manner, LTV concluded that, given Marsh's experience
and knowledge of the policies, Marsh was the most logical and
appropriate choice to represent LTV's interest in the
determination of the closeout settlement with AIG.  Accordingly,
LTV and Marsh entered into a letter agreement whereby Marsh will
represent LTV in the determination and negotiation of the
closeout settlement.

                       The Letter Agreement

Marsh will on LTV's behalf engage in negotiations with AIG to
obtain the closeout settlement in a timely manner.  In
particular, it is contemplated that Marsh will verify and
negotiate the calculations and assumptions made by AIG in
connection with the administration of the policies and the
determination of the appropriate letter of credit recovery.  
This process will necessarily entail an extensive, complex
actuarial analysis of the applicable historical loss data and
the impact of the APP on the projected liabilities under the
policies.

LTV will retain final authority to approve the closeout
settlement and will review any such settlement with its
statutory committees and postpetition lenders prior to
finalizing any such settlement.

In exchange for the services to be provided by Marsh, LTV has
agreed to pay Marsh a base fee of $300,000.  In addition, in the
event the closeout settlement amount is less than $30,000,000,
Marsh would be entitled to receive an incentive fee of 3% of the
difference between the closeout settlement amount and
$30,000,000.  For example, if the closeout settlement is
$29,000,000, Marsh will be entitled to an incentive fee of
$30,000, and is the closeout settlement is $25,000,000, Marsh
will be entitled to an incentive fee of $150,000. The incentive
fee is capped at $300,000.  The fees will be deducted from any
letter of credit recovery obtained from AIG. (LTV Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


MEMC ELECTRONIC: Plans Special Shareholders' Meeting in Missouri
----------------------------------------------------------------
MEMC Electronic Materials, Inc. will be advising stockholders of
a special stockholders' meeting at the MEMC Learning Center at
1613 E. Terra Lane, O'Fallon, Missouri 63366, on a date yet to
be determined, 2002 at 7:00 a.m., local time, for the following
purposes:

     1. To consider and vote upon the issuance of 260,000 shares
of Series A Cumulative Convertible Preferred Stock, warrants to
purchase 16,666,667 shares of common stock and the common stock
issuable on conversion of such preferred stock and exercise of
such warrants;

     2. To consider and vote upon an amendment to the restated
certificate of incorporation authorizing a one-for-two reverse
split of the Company common stock;

     3. To consider and vote upon an amendment to the restated
certificate of incorporation authorizing an increase in
authorized capital stock from 200,000,000 shares of common stock
to 300,000,000 shares of common stock;

     4. To consider and vote upon a future merger between MEMC
Electronic Materials, Inc. and TPG Wafer Holdings LLC in
connection with MEMC's debt restructuring; and

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

The Board of Directors will shortly fix a date as the record
date for the determination of the stockholders entitled to
notice of, and to vote at, the special meeting and all
adjournments thereof.


METALS USA: Governmental Units' Bar Date Extended To July 8
-----------------------------------------------------------
Metals USA, Inc. ask and obtained Court approval to set the Bar
Date of all governmental units having jurisdiction or authority
over the Debtors to July 8, 2002, the same date as that of the
General Bar Date.

As previously reported in the April 24, 2002 issue of the
Troubled Company Reporter, Zack A. Clement, Esq., at Fulbright &
Jaworski LLP in Wilmington, Delaware, tells the Court that the
Debtors want all governmental units having claims of any kind
against the Debtors to have sufficient notice of the deadline.
Poorman-Douglas Corporation, the Debtors' balloting, noticing
and claims agent, will provide 60 days' notice to all
governmental units of the extended Bar Date on or before May 8,
2002.  Once the noticing is completed, Debtors will post the
Extended Governmental Bar Date Notice on their website at
http://www.metalsusa.comfor all governmental units to view.  
(Metals USA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


METROLOGIC: Obtains Bank Waiver of all Existing Defaults
--------------------------------------------------------
Metrologic Instruments, Inc. (NASDAQ: MTLGE, formerly MTLG), a
leading manufacturer of sophisticated imaging systems using
laser, holographic, camera and vision-based technologies, high-
speed automated data capture solutions and bar code scanners
announced that it has signed a binding term sheet with its banks
after reaching an agreement with respect to the terms of an
amendment to its current credit agreement.

The key terms of the amendment include the waiver of all
existing defaults and the withdrawal by the banks of a notice of
default. Additionally, the term of the amendment will be through
May 31, 2003. The amendment also allows Metrologic to reclassify
certain of its bank debt from short-term liabilities to long-
term liabilities and provide sufficient time for Metrologic to
seek more competitive credit financing. Once the amendment is
executed Metrologic expects to file an amendment of its Annual
Report on Form 10-K together with an unqualified audit opinion
from its independent auditors. Upon the filing of the amendment
of its Form 10-K with the unqualified opinion from its
independent auditors, Metrologic expects that Nasdaq, after
review of the filing, will change Metrologic's trading symbol
back to "MTLG". Metrologic and its banks are currently
documenting the final terms and conditions of the definitive
agreement for the amendment to its credit agreement, and expect
to sign a definitive amendment as soon as practicable. While
management believes that it will be successful in executing the
amendment, there can be no assurance that any amendment will be
executed shortly, if at all.

C. Harry Knowles, Metrologic's Chairman and CEO, stated, "We are
pleased that after months of negotiations we have been able to
reach an agreement with our banks that is acceptable to
Metrologic, and will allow us to get back to business as usual,
including the restoration of our Nasdaq trading symbol ``MTLG'."

                  About Metrologic

Metrologic designs, manufactures and markets bar code scanning
and high-speed automated data capture systems solutions using
laser, holographic, camera and vision-based technologies.
Metrologic offers expertise in 1D and 2D bar code reading,
portable data collection, optical character recognition, image
lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation
and logistics, and postal and parcel delivery industries. In
addition to its extensive line of bar code scanning and vision
system equipment, the company also provides laser beam delivery
and control systems to semi-conductor and fiber optic
manufacturers, as well as a variety of highly sophisticated
optical systems. Metrologic products are sold in more than 100
countries worldwide through Metrologic's sales, service and
distribution offices located in North and South America, Europe
and Asia.


METROLOGIC: Reports Financial Results For 2002 First Quarter
------------------------------------------------------------
Metrologic Instruments, Inc. (NASDAQ: MTLGE, formerly MTLG), a
leading manufacturer of sophisticated imaging systems using
laser, holographic, camera and vision-based technologies, high-
speed automated data capture solutions and bar code scanners
reported its financial results for the first quarter ended March
31, 2002.

Revenue for the first quarter ended March 31, 2002 was
approximately $27.5 million compared with approximately $29.8
million for the same period a year ago. Operating income, before
a charge for severance costs of $0.3 million, was approximately
$1.0 million compared with an operating loss of ($8.6) million
for the same period a year ago. Net income, before the $0.3
million charge for severance costs was approximately $0.2
million, or $0.04 per diluted earnings per share, compared with
a net loss of approximately ($6.1) million or ($1.11) per share
for the same period a year ago. Net income after the severance
charge was approximately $0.02 million.

Metrologic continued to generate positive cash flow from
operations of approximately $2.4 million for the first quarter
ended March 31, 2002. The positive cash flow further reduced the
Company's bank debt by $3.0 million exceeding Metrologic's
internal projections. Metrologic's bank debt decreased from
$29.4 million at December 31, 2001 to $26.4 million at March 31,
2002.

Commenting on the first quarter results, C. Harry Knowles,
Chairman and CEO of Metrologic stated, "I am pleased with our
continued positive cash flow from operations and our reduction
in bank debt. This was the result of our plan announced last
year to reduce our debt significantly and return the Company to
profitability. For the remainder of 2002 we will continue to
focus on lowering further our bank debt through cost reductions,
the introduction of new point-of-sale ("POS") products, and
tighter working capital control. In addition, shipments of our
new iQ(TM)180 camera-based scanning and dimensioning system will
begin in the second quarter of 2002 as part of Metrologic's
previously announced $1.9 million order from a Fortune 500
company."

Thomas E. Mills IV, President and COO stated, "Our sales in
Europe were lower than we had anticipated, and were primarily a
result of an economic slowdown in Europe, which could continue
through 2002. In response to lower sales in Europe, we
implemented cost-cutting measures in overhead, sales, marketing
and administrative costs which will result in over $3 million in
annualized savings. We believe that with these cost reductions
Metrologic will be profitable in 2002 notwithstanding a
relatively flat sales environment. We are pleased with our
recent successes in certain large retail accounts in North
America. Metrologic's extensive line of POS and original
equipment manufacturer ("OEM") laser scanners has provided new
sales opportunities for the Company, which we believe should
provide profitable sales growth for Metrologic. In addition, we
believe that successful installations of our iQ180 system during
the second and third quarters of 2002 should provide an
excellent foundation for additional sales growth of our growing
vision-based industrial scanning and dimensioning systems."

                       2002 Outlook

Metrologic expects second quarter 2002 sales of approximately
$28.5 million and net income of approximately $0.07 to $0.08
diluted earnings per share before charges relating to bank fees
and related expenses of approximately $0.06 to $0.07 diluted
earnings per share. Based on the slow economy worldwide,
Metrologic expects sales for the full year of 2002 to be
approximately $115 million. Metrologic believes that net income
for the year ending December 31, 2002 will be in the range of
$0.35 to $0.40 diluted earnings per share before the above-noted
charges relating to bank fees and related expenses.

                      About Metrologic

Metrologic designs, manufactures and markets bar code scanning
and high-speed automated data capture systems solutions using
laser, holographic, camera and vision-based technologies.
Metrologic offers expertise in 1D and 2D bar code reading,
portable data collection, optical character recognition, image
lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation
and logistics, and postal and parcel delivery industries. In
addition to its extensive line of bar code scanning and vision
system equipment, the company also provides laser beam delivery
and control systems to semi-conductor and fiber optic
manufacturers, as well as a variety of highly sophisticated
optical systems. Metrologic products are sold in more than 100
countries worldwide through Metrologic's sales, service and
distribution offices located in North and South America, Europe
and Asia.


MRS. FIELDS: S&P Junks Corp. Credit Rating on Limited Liquidity
---------------------------------------------------------------
The corporate credit rating on specialty food retailer Mrs.
Fields Original Cookies Inc. was lowered to 'CCC+' from 'B' on
May 16, 2002, based on the company's very limited liquidity
position caused by declining operating performance. Mrs. Fields
had $153.1 million total debt outstanding as of March 30, 2002.
The company's poor liquidity position is due to a $7 million
interest payment due on June 1, 2002, and only $1.2 million in
cash and $0.7 million available on a $9.9 million revolving
credit facility as of March 30, 2002. Outlook is negative.

Operating performance has been negatively affected by the
general economic downturn, which was exacerbated by the events
of Sept. 11, 2001, which led to a decrease in mall traffic. Most
of the Mrs. Fields' stores are located in shopping malls. The
company's EBITDA fell 21.3% to $6.6 million in the first quarter
of 2002, following a 19.6% decline to $23.6 million in all of
2001. Comparable-store sales decreased 1.8% in the first quarter
of 2002, following 3.6% decline in all of 2001. Moreover,
performance at Wal-Mart locations has been well below
expectations. This resulted in weakened credit measures and
increased leverage, with EBITDA coverage of interest at only 1.3
times and total debt to EBITDA at 7.0x for the 12 months ended
March 30, 2001.

Salt Lake City, Utah-based Mrs. Fields operates 450 stores and
franchises 976 stores in the U.S. and several other countries.
Stores sell freshly baked cookies, brownies, pretzels, and other
food products through six specialty retail chains.

                      Outlook

The outlook reflects Standard & Poor's expectation that, in the
current economic environment, Mrs. Fields will be challenged to
stem its sales decline. If the company's liquidity position
deteriorates further, the ratings could be lowered.

RATINGS LIST                                TO           FROM

Mrs. Fields Original Cookies Inc.

* Corporate credit rating                  CCC+            B
* Senior unsecured debt                    CCC+            B


NATIONAL STEEL: Seeks Court Approval of Security Bond Program
-------------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the
Court to:

   (i) approve settlement of surety-related claims;

  (ii) authorize continuation of surety bond program;

(iii) approve extension of secured surety credit;

  (iv) grant liens and super priority administrative expense
       claims; and

   (v) provide adequate protection.

David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that as part of the Debtors'  
operations, the Debtors engage in a number of business
activities that require licenses, permits, and other government
authorizations.  Prior to the Petition Date, the Debtors secured
their obligations by procuring surety bonds from St. Paul Fire &
Marine Insurance Company.  The pre-petition bonds were obtained
to satisfy various financial requirements imposed upon the
Debtors by the named obliges on the pre-petition bonds.

According to Mr. Missner, St. Paul issued pre-petition bonds
under workers' compensation self-insurance programs in the
states of Minnesota, Illinois and Indiana.  In addition, St.
Paul issued pre-petition bonds:

   -- in respect of environmental regulations associated with
      the Debtors' Midwest operations in Portage, Indiana,

   -- the Debtors' obligations under a remedial action trust,
      and

   -- in connection with the Debtors' obligations under certain
      federal laws for retiree miners.

In total, the face amount of the pre-petition bonds is close to
$50,000,000.  "The ability to self-insure for workers'
compensation claims is a privilege, not a right and in order to
remain self-insured, the Debtors must keep the pertinent pre-
petition obligations in effect," Mr. Missner says.

However, St. Paul contends that the pre-petition bonds are
financial accommodations, which cannot be assumed.  "All pre-
petition bonds were effectively terminated upon the Petition
Date due to the commencement of these bankruptcy cases," Mr.
Missner relates.  Although the Debtors dispute St. Paul's
contention, they also acknowledge that absent St. Paul's
consent, they do not have the right to require St. Paul to
reinstate cancelled bonds, or issue new bonds, replacement bonds
or renewal bonds or increase existing bonds.  The Debtors
believe that their ability to maintain the pre-petition bonds in
full force and effect and obtain new surety bonds or increases
in the maximum sum payable under pre-petition bonds is critical
for their successful reorganization.

"Since the Petition Date, the Debtors have reviewed alternatives
to the Surety Bond Program," Mr. Missner reports. The Debtors
believe that the most cost effective means of addressing these
issues is to structure a continuation and implementation of the
Surety Bond Program that resolves the issues.  Accordingly, the
Debtors and St. Paul have had extensive negotiations concerning
the Surety Bond Program and its immediate implementation.  Both
parties have entered into a Term Sheet, which provides that:

   (a) if there is no default entitling St. Paul to cancel
       bonds, St. Paul agrees to renew existing bonds upon the
       expiration of the current term for a period of two years
       from the date approving these terms with no additional
       underwriting review;

   (b) the Debtors will post collateral in favor of St. Paul in
       the form of irrevocable letters of credit in the amount
       of $16,000,000 to secure its indemnity obligations for
       both pre-petition and post-petition claims.  If, for any
       month following entry of an Order, the credit
       availability of the Debtors falls below $100,000,000 in
       its Monthly Liquidity report, the Debtors must post an
       additional $4,000,000 in Letters of Credit within three
       days.  If, for any month following entry of an Order, the
       credit availability of the debtors falls below
       $75,000,000 in its Monthly Liquidity Report, the Debtors
       must post an additional $2,500,000 in Letter of Credit
       within three days;

   (c) the Debtors have agreed to furnish Monthly Liquidity
       Reports and other periodic financial information,
       reasonably satisfactory to St. Paul;

   (d) the Debtors may also request new bonds from St. Paul and
       increase the penal limits of the pre-petition bonds.  St.
       Paul may issue bonds according to its standard
       underwriting practices.  This is provided, however, that
       each new bond or increase will be matched dollar for
       dollar by an increase in collateral.  New collateral can
       be cross-collateralized to pay all surety bond
       obligations from post-petition claims or events;

   (e) for so long as St. Paul maintains or continues the pre-
       petition bonds, the Debtors will continue administering
       and paying all workers' compensation claims and other
       obligations;

   (f) St. Paul agrees to not seek to cancel bonds placed in
       effect for the debtors' post-petition operations unless:

       -- any obligation under any one or more of the reinstated
          and renewed bonds or any premium owed to one or more
          of the reinstated or renewed bonds is not paid as it
          becomes due;

       -- the Debtors have ceased operations generally;

       -- the Debtors have disposed of substantially all of its
          assets through a sale, reorganization plan or
          otherwise;

       -- the Debtors are unable to pay all of its
          administrative and other reorganization expenses and
          claims as they become due and payable;

       -- the Debtors' pending Chapter 11 proceedings are
          converted to liquidations proceedings under Chapter 7
          of the Bankruptcy Code;

       -- a trustee or examiner is appointed by the Bankruptcy
          Court; or

       -- the Debtors' bankruptcy proceedings are dismissed.

   (g) St. Paul's losses, should they occur, with respect to
       pre-petition claims, will be afforded general unsecured
       creditor status.  All losses under renewal bonds, new
       bonds, or increases in bonds resulting from post-petition
       claims or events will be afforded super priority status,
       subject to the lien and claims of the DIP Lenders and
       cash management banks and existing professional fee carve
       out.

Mr. Missner tells the Court that in the event that the Surety
Bond Program is not approved, it is likely that the Debtors will
be forced to litigate with St. Paul on surety-related claims.
Although the Debtors believe that they have valid defenses to
these claims, they realize that any litigation would be fact
intensive, require significant discovery and will be expensive
and time consuming.  "The trial process could be lengthy and
costly for both parties," Mr. Missner warns.  The Debtors'
management can ill-afford devoting resources and energies to
litigating these surety-related claims at this early stage in
their reorganization effort.  Accordingly, rather than risk the
uncertainty of litigation, the Debtors have decided that it is
prudent to settle this dispute with St. Paul on the terms of the
proposed Surety Bond Program.

Furthermore, Mr. Missner reminds Judge Squires that under the
Bankruptcy Code, if the Debtors are unable to obtain unsecured
credit allowable as an administrative expense, then the Court,
after notice and hearing, may authorize the Debtors to obtain
credit:

   (i) with priority over any administrative expenses;

  (ii) secure a lien on property of the estate that is not
       otherwise subject to a lien; or

(iii) secure a junior lien on property of the estate that is
       subject to a lien.

"This agreement however, is in consideration of the Debtors'
agreement to resume and continue payment of the obligations that
are secured by the bonds issued by St. Paul through May 29,
2002," Mr. Missner says. (National Steel Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ONSITE: Committee & Debtors Want to Extend Solicitation Period
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Onsite Access,
Inc.'s chapter 11 cases agree that the Debtors' exclusive period
for obtaining acceptances to the Plan shall be extended through
July 31, 2002.

The Debtors relate that they are in the process of amending the
Plan and the Disclosure Statement. The Debtors expect to file an
amended plan and disclosure statement shortly, incorporating the
comments of the Committee and other parties-in-interest.

OnSite Access, Inc., a broadband telecommunications network
provider of data, voice and enhanced services to small and
medium-sized businesses, sought chapter 11 protection on May 16,
2001 in the U.S. Bankruptcy Court for the Southern District of
New York.  Frank A. Oswald, Esq., at Togut Segal & Segal LLP, in
New York, New York, represents the firm in its reorganization
efforts.


ONVIA.COM INC.: Board Approves 1-for-10 Reverse Stock Split
-----------------------------------------------------------
Onvia.com, Inc. (Nasdaq: ONVI), helping businesses secure
government contracts and government agencies find suppliers
online, announced that its Board of Directors has approved a 1-
for-10 reverse stock split, as the next step in the Company's
plan to increase shareholder value. On March 25, 2002, Onvia
took the initial step in its plan, when it announced a special
cash distribution to its shareholders. Subsequent to the special
cash distribution and proposed reverse stock split, the Company
will retain over $5 per share in cash.

"At the beginning of 2002, primarily as a result of
discontinuing our legacy B2B business, we determined that we had
more capital than was required for operations and strategic
development, and a capital structure that was not well suited
for our current Business-to-Government business," stated

Mike Pickett, chairman and chief executive officer. "The special
cash distribution and proposed reverse stock split were designed
to address these two issues."

The proposed reverse stock split will be put in front of Onvia's
shareholders for approval at the Company's annual meeting, which
is scheduled for July 11, 2002. In addition to helping the
Company to maintain a higher stock price as required for
continued Nasdaq listing, the reverse stock split is also
expected to create a stock price more suitable for attracting
new investors, including institutional investors. "We have
listened to the concerns expressed by both existing shareholders
and prospective individual and institutional investors regarding
potential delisting of Onvia's shares from Nasdaq. Our decision
to pursue a reverse stock split should give our existing and
future investors greater confidence in our Nasdaq listing while
providing investors with a more attractively priced security,"
stated Mr. Pickett.

Over the last 20 months, implementation of significant
operational changes and achievement of major business milestones
have enabled Onvia to emerge as the leader in the Business-to-
Government bid notification market. A few of the changes and
milestones include:

-- Completion and integration of the acquisitions of three B2G
leaders: Globe-1, DemandStar and ProjectGuides;

-- Growth in subscriber base to over 25,000 businesses;

-- Increase in B2G revenues by 456% over the last four fiscal
quarters;

-- Reduction of company operating expenses by 70% since the end
of Q1 2001;

-- Projection of operating cash flow profitability during Q4
2002, and total cash flow profitability, including the cost of
idle lease facilities, in Q2 2003 with over $35 million of
projected cash on hand; and

-- Maintenance of a strong balance sheet for future growth and
potential corporate transactions.

"We are currently trading at only half of our cash value, which
leads us to believe that the market does not fully understand
our company, our balance sheet or our business value," said
Pickett. "Over the last two years, through a combination of
acquisitions and strong operations execution, Onvia has
established itself as the leader in the Business-to-Government
bid notification market. We will soon be launching a
communications campaign designed to educate the investor
community about Onvia's Business-to-Government offering and the
value and growth potential that the company can provide to
investors."

                         About Onvia

Onvia.com, Inc. helps businesses secure government contracts and
government agencies find suppliers online. Onvia assists
businesses in identifying and responding to bid opportunities
from more than 43,000 government purchasing offices in the $600
billion federal, state, and local government marketplace. Onvia
also manages the distribution and reporting of requests for
proposals and quotes from more than 400 government agencies
nationwide. The size and strength of Onvia's network allows
suppliers and agencies to find better matches quickly, saving
time and money. For more information, contact Onvia.com, Inc.:  
1260 Mercer St., Seattle, WA 98109. Tel:  206-282-5170, fax:  
206-373-8961, or visit www.onvia.com.

For investor relations questions, please e-mail
InvestorRelations@onvia.com.


PACIFIC GAS: ABAG Seeks Sufficient Notice for Voting Procedures
---------------------------------------------------------------
ABAG Power (a member service program administered by the
Association of Bay Area Governments) has a claim against the
Debtors for $21,355,463.88 which is classified as a Class 7
claim in the proposed plans of reorganization of Pacific Gas and
Electric Company, and its debtor-affiliates.

ABAG complains about the lack of notice concerning the motion by
PG&E and the CPUC for an order approving voting procedures.

ABAG notes that PG&E and the CPUC propose that a claimant may
not vote a proof of claim that is subject to a pending
objection. ABAG complains that this is a method of
disenfranchising those creditors from voting. ABAG also
complains that the amount of time given to creditors to obtain
temporary allowance of their claims and then vote (8 weeks) is
unrealistically short.  This is especially true in view of the
complicated nature of many of the claims against the Debtor, the
need to prepare appropriate documents, and commitments of the
parties on other matters.

ABAG requests that the Court:

(1) establish a deadline for PG&E to file objections to claims,
    which allow a reasonable period of time for creditors to
    seek and obtain (if appropriate) a temporary allowance of
    their claim, as well as establish some procedure for Court
    consideration of requests for temporary allowances of the
    claims;

(2) require PG&E and/or CPUC serve copies of their disclosure
    statements and reorganization plans on creditors against
    whom objections are pending so that those creditors will
    have a basis for deciding whether they want to go to the
    effort of seeking a temporary allowance of their claims.

(Pacific Gas Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PROVELL INC.: Retains Proskauer Rose as Reorganization Counsel
--------------------------------------------------------------
Provell, Inc. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to retain Proskauer Rose LLP as legal
counsel to render services relating to the administration of
their estates and the problems which may arise in connection
with their continued operations as debtors-in-possession.

The services that are expected of Proskauer Rose includes:

     a) advising the Debtors with respect to their powers and
        duties as debtors-in-possession;

     b) assisting the Debtors in the preparation of their
        financial statements, schedules of assets and
        liabilities, statements of financial affairs and other
        reports and documentation required pursuant to the
        Bankruptcy Code and the Bankruptcy Rules;

     c) representing the Debtors at all hearings on matters
        pertaining to their affairs as debtors-in-possession;

     d) prosecuting and defending litigated matters that may
        arise during these Chapter 11 cases;

     e) counseling and representing the Debtors in connection
        with the assumption or rejection of executory contracts
        and leases, administration of claims and numerous other
        bankruptcy-related matters arising from these Chapter 11
        cases;

     f) counseling the Debtors with respect to various general
        and litigation matters relating to these Chapter 11
        cases;

     g) assisting the Debtors in obtaining confirmation of a
        plan of reorganization, approval of a disclosure
        statement and all other matters related thereto; and

     h) performing all other legal services that are necessary
        and desirable for the efficient and economic
        administration of the Debtors' Chapter 11 cases.

Currently, the customary rates of the Firm are at the range of:

          partners                $415 to $700 per hour
          senior counsel          $390 to $525 per hour
          associates              $195 to $400 per hour
          paraprofessionals       $80 to $180 per hour

The Firm received a $300,000 retainer from the Debtors in
advance of these Chapter 11 filings for services performed in
connection with the filings and the Firm's representation of the
Debtors.

The Debtors also wish to retain the law firm of Faegre & Benson
LLP as special corporate counsel to the Debtors. The Debtors
assure the Court that the services to be provided by Faegre will
not be duplicative of the services to be provided by Proskauer.
Particularly, Faegre will be providing services relating
primarily to non-bankruptcy general corporate matters.

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.


PROVELL: Looks to Financo and Stone Ridge for Financial Advice
--------------------------------------------------------------
Provell, Inc. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire Financo Restructuring and Stone
Ridge Partners LLC as Investment Bankers and Financial Advisors.

As advisors, Financo and Stone are expected to provide these
services:

     a) to the extent deemed desirable by the Company,
        identify/initiate potential transactions;

     b) to the extent the Advisors deem necessary, appropriate
        and feasible, or the Company may request, review and
        analyze the Company's assets and the operating and
        financial strategies of the Company;

     c) review and analyze the business plans and financial
        projections prepared by the Company including, but not
        limited to, testing assumptions and comparing those
        assumptions to historical Company and industry trends;

     d) evaluate the Company's debt capacity in light of its
        projected cash flows and assist in the determination of
        an appropriate capital structure for the Company;

     e) assist the Company and its other professionals in
        reviewing the terms of any proposed transaction, and, if
        directed, in evaluating alternative proposals for a
        transaction, whether in connection with a Plan or
        otherwise;

     f) determine a range of values for the Company and any
        securities that the Company offers or proposes to offer
        in connection with a transaction;

     g) advise the Company on the risks and benefits of
        considering a transaction with respect to the Company's
        intermediate and long-term business prospects and
        strategic alternatives to maximize the business
        enterprise value of the Company, whether pursuant to a
        Plan or otherwise;

     h) review and analyze any proposals the Company receives
        from third parties in connection with a transaction,
        including any proposals for debtor-in-possession
        financing, as appropriate;

     i) assist or participate in negotiations with the parties
        in interest, including, without limitation, any current
        or prospective creditors of, or holders of equity in,
        the Company in connection with a Transaction;

     j) advise and attend meetings of third parties and official
        constituencies, as necessary;

     k) if requested by the Company, participate in hearings
        before the Bankruptcy Court and provide relevant
        testimony with respect to the matters described herein
        and issues arising in connection with any proposed Plan;
        and

     l) render such other financial advisory and investment
        banking services as may be agreed upon by the Advisors
        and the Company in connection with any of the foregoing.

The Debtors will pay Financo and Stone, upon application for
final allowance of compensation:

     a) A monthly fee of $100,000 per month,

     b) Completion Fee of $1.35 million,

     c) A new capital fee equal to

          i) 3% of any senior secured debt, excluding any
             debtor-in-possession financing;

         ii) 4% of the face amount of any junior secured or
             senior or subordinated unsecured debt, excluding
             any debtor-in-possession financing; and

        iii) 6% of any equity or hybrid capital raised excluding
             any capital raised from existing shareholders or
             the Company.

The Debtors have been informed that all fees will be split 50-50
between Financo and Stone Ridge.

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.


PACIFICARE: Fitch Rates $200 Mill. Senior Unsecured Notes at B+
---------------------------------------------------------------
Fitch Ratings has assigned a preliminary rating of 'B+' to
PacifiCare's proposed $200 million senior unsecured notes due
2009. The Rating Outlook is Evolving.

PacifiCare is expected to use the full proceeds of the note
issuance to pay down a portion of its bank term loan, which will
be used to satisfy the conditional requirement in its agreement
to extend the maturity of its existing facility by two years, to
January 3, 2005. PacifiCare's current debt structure is viewed
as unfavorable, reflecting Fitch's concern that the company is
potentially within 12 months of a major maturity.

PacifiCare currently has $648 million of debt outstanding under
its senior credit facility, consisting of a $593 million term
loan and $55 million under the $142 million revolving credit
line. The extension is conditioned upon PacifiCare reducing the
existing $735 million facility by $210 million prior to Jan. 2,
2003. Fitch views the conditional extension as positive,
believing it will provide the company time to explore a more
permanent and favorable capital structure.

PacifiCare's ratings continue to reflect the large exposure to
the troubled Medicare+Choice market and operational challenges
associated with the Company's movement away from capitated
contracting and the shift towards shared-risk reimbursement
arrangements. The ratings also consider the company's well-
established competitive position in several major markets and
positive steps taken over the past one to two years to
strengthen the management team.

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

PacifiCare Health Systems, Inc.

  --Senior Unsecured Assigned 'B+'/Evolving;

  --Senior debt rating Affirmed 'BB-'/Evolving;

  --Bank Loan rating Affirmed 'BB-'/Evolving;

  --Long-term rating Affirmed 'BB-'/Evolving.


PSINET: Trustee Wins Nod on ISI Agreement Resolving Saudi Issues
----------------------------------------------------------------
Harrison J. Goldin, Chapter 11 Trustee to PSINet Consulting
Solutions Knowledge Services, Inc. (a debtor subsidiary of
PSINet Consulting Solutions Holdings, Inc.), sought and obtained
the Court's approval of a Settlement Agreement between the
Trustee and International Strategic Investments (ISI) which has
acted as the representative of Knowledge in Saudi Arabia.

After terminating the Aramco Project in Saudi Arabia altogether
on or about September 25, 2002, Knowledge was

      -- owed $1,350,000 by its sponsor in the Project
         (SoftTech),

      -- sued by SPG to enforce its marketing agreement with
         Knowledge, and which was granted a judgment in the
         amount of $1 million in its favor by a Saudi Arabian
         Grievance Board (a decision currently on appeal)

      -- lost in an arbitration in Minnesota in which ISI
         obtained an award in its favor and against Knowledge,
         enforcing its exclusive agency agreement, and also
         obtained a judgment on the award but the Judgment is
         currently stayed because of Knowledge's Bankruptcy
         petition.

The Settlement Agreement, in brief terms, settles the judgment
obtained by ISI against Knowledge, appoints ISI as the Trustee's
collection agent to facilitate collection of the $1,350,000 due
to Knowledge by SoftTech, and authorizes ISI to act on the
Trustee's behalf to defend SPG's claims and to collect the
Retained Funds.

The Trustee believes that the Settlement Agreement is in the
best interest of the estates because the Trustee believes in his
business judgment that the Settlement Agreement, which appoints
ISI as the Trustee's collection agent, is the only means to
facilitate collection of $1,350,000 due to Knowledge in Saudi
Arabia, and it resolves a number of issues arising from
Knowledge's contracts in Saudi Arabia and will save the time and
expense of litigating against various entities in both Saudi
Arabia and, possibly, the United States.

                   Episodes in Saudi Arabia

In 1997, International Strategic Investments (ISI) approached
Knowledge, stating that it represented the interests of the
exclusive provider of SAP software in 19 countries of the Middle
East -- SAP Arabia, which is owned by a family conglomerate
known as the "Enany Group."

SAP software is a robust solution used by global companies to
automate and improve business processes, from finance and
control to materials management and human resources. This
business process automation software, also known as enterprise
resource planning software, allows companies to obtain real-time
access to information such as finance, controlling materials
management. And warehousing at any company location worldwide.

Knowledge and ISI agreed that ISI would represent Knowledge's
interests in obtaining an SAP implementation and training
project in Saudi Arabia, with a potential estimated revenue of
up to $20 million, and the parties signed an exclusive agency
agreement accordingly. The client for the SAP implementation
project a large Saudi Arabian oil company known as Aramco.

ISI then introduced Knowledge to SAP Arabia, which in turn
introduced Knowledge to Aramco -- the client for the SAP
implementation project.

Aramco was interested in Knowledge's products and arranged an
auction. To bid on the Project, Saudi Arabian law required
Knowledge to obtain a Saudi Arabian sponsor.

However, Aramco refused to work with SAP Arabia and requested
that Knowledge obtain a different sponsor for the Project.
Knowledge then contracted with Atos-Origin Middle East Ltd.
f/k/a Original SoftTech Middle East Ltd. (SoftTech) to be its
primary contractor and local sponsor for bidding on the Project.

Another entity entered the stage at this juncture. Saudi
Petrogas Ltd. (SPG) approached Knowledge, offering to bid on the
Project with Knowledge and be its sponsor. Having contracted
with SoftTech, Knowledge rejected SPG's offer of representation.
Nonetheless, shortly before the April 1999 opening of bidding,
SPG filed a letter with Aramco stating that SPG was Knowledge's
proper sponsor, and formally blocked the bidding process.
Knowledge resolved the dispute by entering into a marketing
agreement with SPG. The agreement provided for payment to SPG of
5% of Knowledge's revenue from the Project.

Sponsored by SoftTech, Knowledge won the Aramco Project.

At first, SoftTech's fee was 5% of revenues from the Project,
for handling the administration of visas, housing, cars, and
payroll. Knowledge's employees became SoftTech's employees to
satisfy immigration requirements. SoftTech's fee was
subsequently raised to 15% of revenues because of its increased
role in the implementation of the Project and managing
personnel.

In the middle of 2001, months before Holdings' bankruptcy filing
on September 10, 2001, and months before the Terrorist Attack,
Knowledge reduced its staff in Saudi Arabia from 200 to 9
employees.

After the terrorist attacks in New York, Knowledge stopped
working on the Project altogether on or about September 25,
2002. Knowledge instructed its employees to return to the United
States or resign in order to stay in Saudi Arabia. All nine
remaining employees resigned and the Project was effectively
terminated.

SPG sued Knowledge and SoftTech in Saudi Arabia to enforce its
marketing agreement with Knowledge. Upon information and belief,
SPG attached the receivable in the amount of $ 1,000,000
(Retained Funds) due to Knowledge from Aramco. A Saudi Arabian
Grievance Board issued a judgment in favor of SPG and against
both Knowledge and SoftTech, jointly and severally, in the
amount of $1 million. The decision is on appeal.

Upon information and helief, to date SoftTech has paid Knowledge
only once in the amount of $340,000. No further payments have
been made by SoftTech despite repeated efforts by Knowledge's
executives to collect amounts due on the Project.

Meanwhile, ISI obtained an arbitration award in Minnesota in its
favor and against Knowledge, enforcing its exclusive agency
agreement. That award confirmed by the Hennepin County District
Court in the action entitled International Strategic Investments
v. DDS, Inc. n/k/a PSINet Consulting Solutions Knowledge
Services, Inc., File No. CT 01-011265. ISI also obtained a
judgment on the award but the Judgment is currently stayed by
virtue of the filing of Knowledge's Bankruptcy petition.

On October 29, 2001, ISI and Knowledge entered into a
forbearance agreement, whereby ISI agreed to forbear from
exercising its rights and remedies under the Judgment in
exchange for the ability to negotiate with SoftTech for payment
of $1,350,000 due to Knowledge in Saudi Arabia (the
"Receivable").

ISI and Knowledge agreed, for purposes of the Settlement
Agreement, that the amount owed by Knowledge to ISI is $350,000.

Different communications from SoftTech have led the Trustee to
believe that it is unclear whether Aramco or SoftTech has
possession of the Receivable. Because it is unclear which entity
has the Receivable, and the facts are unverifiable, the Trustee
believes that settlement with ISI is the most efficient means of
collecting the money.

ISI has reached an agreement in principle with SoftTech (the
"SoftTech Settlement") on the following terms:

(1) SoftTech will pay $350,000 immediately (Initial Payment),

(2) SoftTech will assign its rights to the Retained Funds
    attached by SPG, and

(3) SoftTech will assist in the collection of the Retained
    Funds.

By this Motion, the Trustee sought entry of an order approving
the Settlement Agreement between the Trustee and ISI.

The Settlement Agreement resolves claims brought by ISI against
Knowledge and calls for ISI to continue to negotiate on the
Trustee's behalf to effectuate the SoftTech Settlement and to
collect the Receivable, including the Retained Funds.

Given the costs and uncertainties of litigation, the Settlement
Agreement is in the best interests of the Knowledge estate.
Additionally, the difficulties of conducting litigation in Saudi
Arabia convince the Trustee that enabling ISI to negotiate on
the estate's behalf is the only way to collect the funds. The
Settlement Agreement was negotiated in good faith and at arm's
length by the parties after evaluating the merits of the claims
and detenses asserted by the parties, along with the attendant
risks associated with litigation.

                  The Settlement Agreement

Key provisions of the Settlement Agreement are as follows:

      a.  Subject to the Trustee's prior written consent to any
          final settlement, the Trustee authorizes ISI to
          negotiate and consummate the SoftTech Settlement.

      b.  Subject to the Trustee's prior written consent to any
          final settlement, the Trustee authorizes ISI to act on
          the Trustee's behalf to defend SPG's claims and to
          collect the Retained Funds.

      c.  The Trustee retains the authority to terminate ISI's
          representation at any time if ISI breaches its
          obligations under the Settlement Agreement.

     d.  The Trustee and ISI agree that the Initial Payment will
         be allocated as follows: $250,000 of the Initial
         Payment will be paid directly to ISI and $100,000 will
         be paid simultaneously directly to the Trustee.

     e.  The Trustee and ISI agree that the Retained Funds shall
         be allocated as follows: whatever amount, if any,
         remains of the Retained Funds after full and final
         resolution of the pending dispute with SPG, and after
         payments of expenses required by the Settlement
         Agreement, will he paid equally to the parties: 50% to
         the Trustee and 50% to ISI. (Based upon the information
         available to him, the Trustee does not believe that
         this Settlement Agreement violates the FOREIGN CORRUPT
         PRACTICES ACT OF 1977, PUB. L. No. 95-213,91 STAT. 1494
         (amended 1983) because: (a) ISI has specifically  
         stipulated that it will not in any of its dealings in
         Saudi Arabia violate the FCPA; (b) the Agreement is the
         only way for the Trustee to collect the amounts due:
         and (c) ISI will only act on the Trustee's
         behalf to collect amounts due and not to obtain new
         business.)

     f.  Effective upon receipt of $100,000 and releases
         pursuant to the Agreement, the Trustee will release any
         and all claims it has or had against ISI. Effective
         upon receipt of $250,000 from SoftTech, ISI will
         provide equivalent releases to the Trustee. (PSINet
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

DebtTraders reports that PSINET Inc.'s 11.000% bonds due 2009
(PSINET2) are trading between 10 and 11. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PSINET2for  
real-time bond pricing.


rSTAR CORP.: Fails To Comply With Nasdaq's Listing Requirements
---------------------------------------------------------------
rStar Corporation (Nasdaq:RSTR) announced that on May 8, 2002,
it received notice from the Nasdaq National Market, Inc.
regarding deficiencies in the company's satisfaction of certain
of the Nasdaq National Market's continued listing requirements
that, if not remedied, could result in the delisting of the
company's common stock from the Nasdaq National Market.

In particular, the company was advised that its common stock
would be delisted if, by June 30, 2002, rStar Corporation has
not obtained stockholder ratification of the transaction it
consummated in May 2001 with Spacenet Inc., a wholly-owned
subsidiary of the company's majority owner, Gilat Satellite
Networks, Ltd., pursuant to which rStar issued approximately
19.3 million shares to Spacenet in exchange for the forgiveness
of approximately $45 million in capital lease obligations.
Further, rStar was advised that its common stock could be
delisted because (i) the company's common stock has failed to
maintain a minimum closing bid price of $1.00 for more than 30
consecutive trading days in accordance with Nasdaq Marketplace
Rule 4450(a)(5) and (ii) the company failed to hold an annual
meeting for the year ended December 31, 2000 in accordance with
Nasdaq Marketplace Rules 4350(e) and 4350(g).

rStar is seeking to address each of these deficiencies and
intends to request a hearing. The hearing request is expected to
stay the delisting of the company's common stock, pending a
decision by the Nasdaq Listing Qualification Panel. With respect
to ratification of the company's transaction with Spacenet,
rStar is currently in the process of preparing a proxy statement
and presently intends to hold a special meeting of stockholders
to seek such ratification on or before June 30, 2002. In that
regard, it should be noted that Gilat holds in excess of 50% of
the voting stock of the company and, as a result, rStar expects
to obtain the ratification. As for the company's annual meeting
deficiency, on April 30, 2002, rStar held its annual meeting for
the year ended December 31, 2001 and the company is seeking
advice from the Nasdaq staff regarding how it may satisfy the
requirement to conduct the 2000 annual meeting at this time.
Finally, as a result of the company's failure to maintain a
minimum closing bid price of at least $1.00, rStar intends to
apply to transfer its listing from the Nasdaq National Market to
the Nasdaq SmallCap Market.

Notwithstanding the foregoing efforts, no assurances can be
given that the company will regain compliance with the Nasdaq
National Market continuing listing requirements or be accepted
for listing the Nasdaq SmallCap Market. Further, even if the
company's common stock is accepted for listing by the Nasdaq
SmallCap Market, rStar may be unable to meet the continued
listing standards required by Nasdaq and, as a result, its
common stock could be delisted in the future.

There can be no assurance as to when the Nasdaq Listing
Qualification Panel will reach its decision, or that such a
decision will be favorable to the company. An unfavorable
decision would result in immediate delisting of rStar's common
stock from the Nasdaq irrespective of the company's ability to
appeal the decision. If delisted, the company expects to pursue
other alternatives including seeking to have its shares quoted
on the Over the Counter Bulletin Board.

                   About rStar Corporation

rStar (Nasdaq:RSTR) develops, provides and manages satellite-
based networks for large-scale deployment across corporate
enterprises and user communities of interest. rStar's core
products include remote high-speed Internet access, data
delivery, high-quality video and networking services distributed
though its satellite broadband Internet gateway and bi-
directional solutions. rStar's technology assures instantaneous,
consistent, secure and reliable delivery of content within the
rStar network. rStar is located in San Ramon, Calif., and can be
reached at 925/543-0300 or at www.rstar.com on the Web.


STARTEC GLOBAL: Zesieger Capital Discloses 8.4% Equity Interest
---------------------------------------------------------------
Zesiger Capital Group LLC beneficially owns 1,383,300 shares of
the common stock of Startec Global Communications Corporation
representing 8.4% of the outstanding common stock of the
Company.  Zesiger, while disclaiming beneficial ownership of all
the above securities since they are held in discretionary
accounts which ZCG manages, does hold sole voting over 867,800
shares, and dispositive powers over the total 1,383,300 shares.

Startec Global Communications provides international phone
service to ethnic residential and business customers in emerging
economies. Customers use dial-around codes or toll-free access
numbers to reach Startec's international network of owned and
leased facilities, which includes traditional switched and
Internet protocol (IP) gateways and capacity on undersea fiber
cables. The firm provides wholesale service to other carriers,
as well as Internet access and Web hosting. However, the
economic downturn has forced the company to merge its US and
European operations and cut almost half of its workforce.
Founder and CEO Ram Mukunda owns 22% of Startec. The company
filed for Chapter 11 bankruptcy protection on December 14, 2001.
Philip D. Anker, Esq. is helping the Debtor in its restructuring
efforts. As of September 30, 2001, the company reported a total
shareholders' equity deficit of about $145 million.


SULZER MEDICA: Will Decide On May 22 re Class Action Settlement
---------------------------------------------------------------
The claims administrator has advised Sulzer Medica (NYSE: SM)
that 132 patients opted out of its class action settlement in
the litigation surrounding hip and knee implants. Sulzer Medica
will use the next five business days to carefully analyze each
opt out as to its impact on the ability of the company to raise
the funds to finance the settlement, while the Plaintiffs'
counsels try to reduce this figure substantially. After this
period, the company will decide on whether to proceed with the
settlement agreement. The decision will be made on May 22.
Sulzer Medica has repeatedly stated that the class action
settlement offers the best terms it can afford to pay the
affected patients. It cannot and will not negotiate individual
settlements outside the class, and will file for Chapter 11
protection to avoid additional individual judgments against the
company.

Sulzer Medica's subsidiary companies develop, produce, and
distribute medical implants and biological materials for
cardiovascular and orthopedic markets worldwide.  The product
array includes artificial joints, dental implants, spinal
implants and instrumentation, trauma products, heart valves,
synthetic blood vessels and stents for vascular and non-vascular
obstructions. (Swiss Stock Market symbol: SMEN, New York Stock
Exchange symbol: SM).


SUN HEALTHCARE: Releases First Quarter Financial Results
--------------------------------------------------------
Sun Healthcare Group, Inc. (OTC Bulletin Board: SUHG) announced
its operating results for the first quarter ended March 31,
2002.

Sun emerged from its bankruptcy proceedings on February 28, 2002
as planned, and adopted the principles of fresh-start reporting.  
Under the provisions of fresh-start reporting, a new entity has
been deemed created for financial reporting purposes.  Sun
recorded an approximate $1.5 billion extraordinary gain for the
extinguishment of debt on February 28, 2002 pursuant to the
Company's Plan of Reorganization.  The Company also adjusted the
historical carrying values of its assets and liabilities to
reflect their respective fair values on February 28, 2002.

As a consequence, the financial results for periods subsequent
to February 28, 2002 are generally not comparable to the
financial results for the same periods prior to that date.  Sun
reported its operating results for the periods prior to February
28, 2002 under the label "Predecessor Company" and for the
period subsequent to February 28, 2002 under the label
"Reorganized Company."  The total operating results for the
three-months ended March 31, 2002 are derived by adding the
amounts under the columns for the two-month period ended
February 28, 2002 and the one-month period ending March 31,
2002.

Sun reported total net revenues of $458.0 million, operating
income of $3.9 million and a loss before extraordinary items of
$12.2 million for the three-month period ended March 31, 2002,
compared with total net revenues of $510.0 million, operating
income of $7.5 million and a loss before extraordinary items of
$16.0 million for the three-month period ended March 31, 2001.  
The Company operated 244 long-term care facilities with 27,632
licensed beds on March 31, 2002 as compared with 292 facilities
with 31,746 licensed beds on March 31, 2001.

"Sun has emerged from bankruptcy a smaller company that is
better focused on our core business -- providing quality
healthcare services to the thousands of elders entrusted to our
care," said Rick Matros, Sun's Chairman and Chief Executive
Officer.  "The Company has made significant progress in our
reorganization, including bringing on board new senior
leadership, implementing new management strategies and
realigning operations and ancillary businesses," he continued.

While Sun's revenues from its other operations, which includes
SunScript pharmacy, SunDance therapy, CareerStaff temporary
staffing, and SunPlus home health, laboratory and radiology
services, decreased $8.2 million from $157.7 million for the
three-months ended March 31, 2001 to $149.5 million for the same
period in 2002, its operating income for those operations
increased $3.5 million over the same periods, from $9.8 million
to $13.3 million.

Net revenues from the SunBridge long-term care operations, which
comprised 76.8 percent of Sun's total revenue in the first
quarter of 2002, decreased $29.8 million from $377.0 million for
the three months ended March 31, 2001 to $347.2 million for the
same period in 2002.  The operating income from the SunBridge
operations decreased $5.5 million from $8.9 million for the
three months ended March 31, 2001 to $3.4 million for the same
period in 2002.

"Because much of Sun's new management team, including that of
SunBridge, did not come on board until the end of the quarter,
the first quarter 2002 results do not reflect the improvements
we hope to achieve in future periods," said Matros.

"As we continue our reorganization, the Company will implement
new practices that we anticipate will result in improved
operations and with significantly less projected overhead for
the second half of the year," said Matros.  "At the same time,
we must be watchful of the September 30, 2002 Medicare cliff and
the effect these potential cuts could have on our ability to
provide care and services and further stabilize the Company.  
Because patient care is Sun's highest priority, it is critical
that we -- and our industry -- get a satisfactory resolution on
this issue.  With the myriad of challenges facing our industry
and the work to be done to improve Sun's performance, the
Company's new management team is committed to and highly focused
on the tasks at hand," he concluded.

Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc.,
through its subsidiaries, is a leading long-term care provider
in the United States, operating more than 240 long-term and
postacute facilities in 25 states.  Sun companies also provide
rehabilitation therapy, pharmacy, home care, staffing and other
services for the healthcare industry.  More information is
available on the Company's website at http://www.sunh.com


TIDEL TECH: Records $3.9MM Working Capital Deficit At March 31
--------------------------------------------------------------
Tidel Technologies, Inc. (Nasdaq: ATMS) announced its second
quarter results.  

Revenues for the quarter ended March 31, 2002 were $4,738,791,
an increase of $102,140 over the previous quarter, and a
decrease of $3,417,126, or 42%, from the same quarter a year
ago.  A decline in the shipment of ATM units accounted for the
majority of the decrease in revenues.  A total of 657 units were
shipped in the quarter ended March 31, 2002 compared to 1,360
units in the quarter ended March 31, 2001.  Approximately 50% of
the total decline was attributable to one of Tidel's major
customers who reduced purchases during the most recent quarter.  
Based on recent conversations with the customer's senior
management, Tidel believes that the customer will resume
purchasing at an increased level later this year, although there
can be no assurance that this will occur.

With respect to the six months ended March 31, 2002, revenues
decreased $15,476,938, or 62%, from the same period in the
previous year.  The six month period ended March 31, 2001
included sales of $11,748,018 to Credit Card Center ("CCC"),
formerly Tidel's largest customer who is no longer in business.  
Management believes that the sluggish economy, the impact of the
events of September 11, 2001, and the shortage of lease
financing on an industry-wide basis, which in part is
attributable to the collapse of CCC, have caused the overall
slow down in the purchase of new machines by distributors.

While Tidel has reduced its staff by more than 10% and reduced
certain of its costs and expenses, these reductions have been
more than offset by increases in legal and accounting fees and
the accrual of penalty interest on Tidel's subordinated
indebtedness.  Legal and accounting fees increased approximately
$200,000 and $500,000, respectively, for the three months and
six months periods ended March 31, 2002, primarily due to the
CCC bankruptcy matter and related litigation.  In addition,
Tidel has incurred interest expense of $675,000 per quarter,
including penalty interest of $405,000 per quarter, on its
subordinated debentures since the debt was "put" back to Tidel
in June 2001.  Although this interest has been and continues to
be accrued, Tidel has made no cash payments of interest to the
debenture holders since June 2001.

Effective as of April 30, 2002, Tidel extended its revolving
credit facility with JP Morgan Chase through August 30, 2002.  
Pursuant to an amendment to the credit agreement, the revolving
commitment was reduced to $2,000,000, Tidel provided a pledge of
a $2,200,000 money market account as additional collateral, and
the bank waived application of certain financial covenants.  The
Company is presently in discussions to place the facility with
another lender prior to August 30, 2002.

In April 2002, Tidel received $4,833,000 of Federal income tax
refunds, which represents all expected tax refunds.  These funds
were used to reduce the outstanding principal on the revolving
credit facility and to provide the additional collateral in
connection with the extension with JP Morgan Chase.

Management continues to negotiate with the holders of Tidel's
subordinated convertible debentures to seek to restructure the
obligations.  While the debenture holders have taken no action
to date, there can be no assurance that they will continue to
work with Tidel to resolve the past due obligations.  In
addition, discussions are also in progress with other lenders
and equity investors for the purpose of obtaining capital to
restructure and/or refinance the debentures.

According to Mark K. Levenick, who continues to serve as the
interim Chief Executive Officer during the medical leave of
absence of James T. Rash, "Although our core ATM business has
been sluggish since we discontinued our relationship with CCC,
we do not believe that Tidel's recent results of operations are
indicative of our future performance.  One factor expected to
have a favorable effect on ATM sales over the next two quarters
and into the next fiscal year relates to our previously
announced investment in CashWorks, Inc., providers of an
automated check-cashing system used in tandem with Tidel ATM
equipment.  Field testing of their PayPort check-cashing system
at a limited number of locations has been very successful, and
management of CashWorks has advised Tidel that it anticipates
commencing full-scale deployment of the system later this
month."

Levenick added, "Pursuant to an agreement with a nationwide
petroleum c-store retailer, we have contracted to develop a new
retail cash management product, which combines our proven Timed
Access Cash Controller ("TACC") platform with networking
technology.  In addition to the business anticipated with this
nationwide retailer, we expect to market this product to the
owners of the installed base for the 130,000 TACCs that we have
sold in 36 countries. Production of the new product is presently
expected to commence in the last calendar quarter of 2002.  
Preliminary input from the prospective customers indicates that
these sales could represent a meaningful portion of our overall
revenues in fiscal 2003 and beyond."

Tidel Technologies, Inc. is a manufacturer of automated teller
machines and cash security equipment designed for specialty
retail marketers.  To date, Tidel has sold more than 40,000
retail ATMs and 130,000 retail cash controllers in the U.S. and
36 other countries.  More information about the company and its
products may be found on the Internet at
http://www.tidel.com

As of March 31, 2002, Tidel reported a working capital deficit
of $3,896,000.


USG CORP.: Wants To Stretch Exclusive Period Through Nov. 1  
-----------------------------------------------------------
Since the Petition Date, USG Corporation says it has made
substantial progress in its Chapter 11 cases.  In addition to
the typical case administration and related matters accomplished
during the first extension period, the Debtors and their
professionals have expended significant efforts in:

     (i) commencing substantive discussions with their three
         creditors' committees regarding the main issues that
         must be resolved in order to formulate a plan of
         reorganization in the Chapter 11 cases;

    (ii) maximizing the value of the Debtors' estates pending
         the outcome of these discussions through a variety of
         actions; and

   (iii) setting the stage for the next phase in the Chapter 11
         cases -- the phase during which claim bar dates will be
         established, claims against the Debtors will be filed
         and the Debtors will begin the process of reconciling
         and otherwise addressing billions of dollars in claims.

The Debtors have kept the committees and other key
constituencies informed and involved in these efforts, with the
overriding goal of making resolution of the Chapter 11 cases a
consensual process.

The Debtors remain committed to emerging from Chapter 11 as soon
as practicable given the complexity of these Chapter 11 cases
and expect that meaningful progress towards confirmation will
occur if their exclusive periods remain intact.

The Debtors ask Judge Newsome to extend their exclusive period
during which to propose and file a plan of reorganization
through and including November 1, 2002.  In conjunction with
this, the Debtors ask the Court to extend their exclusive period
to solicit acceptances of that plan through and including
December 31, 2002. Judge Newsome will convene a hearing on the
Debtors Motion on May 30, 2002.

Daniel J. DeFranceschi, Esq., at Richards, Layton, and Finger,
in Delaware, argues that 11 U.S.C. Sec. 1121 and relevant case
law make plain that in large and complex Chapter 11 cases, like
USG's, that exclusivity can and should be extended.  This is
true especially where the Debtor, as here, has made, and is
continuing to make progress toward a successful reorganization.  
Further, the Debtors' requested extension is in line with
similar extensions granted in other large Chapter 11 asbestos
and non-asbestos cases filed in this District and elsewhere.  
Finally, It is the Debtors' understanding that the Official
Committee of Unsecured Creditors supports the extension.  The
Court accordingly should grant the requested extensions of the
Exclusive Periods. (USG Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


USOL HOLDINGS: Going Concern Ability Remains Doubtful
-----------------------------------------------------
USOL Holdings, Inc. (Nasdaq: USOL, USOLW), a provider of
entertainment, communications and technology solutions to
owners, operators and residents of multi-family communities
(MDUs), announced results for its first quarter ended March 31,
2002.

First quarter revenue advanced 12% to $3,658,471 versus revenue
of $3,263,645 in the first quarter of 2001.  Management
attributed the top-line growth to a 28% increase in
telecommunications revenue by USOL Inc., the Company's
subsidiary which does business as U.S. OnLine.  US OnLine
provides video, voice and Internet services to residents of
MDU's.  U.S. OnLine's revenue growth was the result of a 16%
increase in subscribers to the Company's services at March 31,
2002 compared to March 31, 2001.

The subscriber growth has been driven by the Company's recent
acquisition activity.  During the past 12 months the Company has
focused on buying under-performing assets from competitors,
upgrading these systems, and then using US OnLine's "Power of
One" marketing campaign to bundle its services to increase
subscriber penetrations.  During February 2002, U.S. OnLine
announced the acquisition of over 5,500 units in the Pacific
Northwest.  With this acquisition, the Company has acquired over
16,000 units from former competitors during the last 12 months.  
These acquisitions have been offset by the sale of over 13,000
units in Austin and San Antonio as part of the Company's
previously announced transaction with Grande Communications.  As
of March 31, 2002, over 10,000 of the 13,000 units have been
transferred to Grande.  Jim Livingston, President and CEO said,
"Even with the sale of substantially all of our assets in Austin
and San Antonio, management's ability to grow the business
through acquisitions and marketing, combined with our focus on
creating better operational processes to reduce expenses, have
allowed us to continue to grow revenue and reduce our EBITDA
loss."

Management's efforts to reduce operating expenses have allowed
the Company to leverage the 12% revenue increase into a 21%
decrease in EBITDA(1) loss between quarters.  Total EBITDA loss
fell to $957,024 during the first quarter of 2002, compared to
$1,209,657 during the same period of 2001.

Excluding the negative impact resulting from the cumulative
effect of the Company's adoption of a new accounting principle
during 2002, the Company reduced its net loss attributable to
common shareholders by 37% from the first quarter of 2001.  The
Company's actual net loss attributable to common shareholders
increased $6,016,153, or 30 cents per diluted share, during the
first quarter of 2002 from a net loss attributable to common
shareholders of $4,656,420, or 54 cents per diluted share, in
the same period a year ago. During the first quarter of 2002,
the Company adopted a new accounting principle issued by the
Financial Accounting Standards Board that changes the way
companies account for goodwill.  The adopting of this principle
during the first quarter of 2002 resulted in a write-off off
approximately $3,100,000 of previously recorded goodwill.

Management also said that as disclosed as part of its 2001 year-
end results, the Company is not compliant with certain covenants
contained in its senior credit facility.  As a result, the
Company's access to its borrowing base from this facility is
uncertain.  For this and other reasons, which are described in
more detail in the Company's Form 10-QSB, the there continues to
be substantial doubt about the Company's ability to continue as
a "going concern."  Management said it is currently working with
the holder of its credit facility to amend the covenants to
resolve both existing and projected covenant deficiencies.  
However, the Company and the banks have agreed to defer this
process temporarily so that the banks might consider it in
conjunction with the Company's current negotiations to acquire
certain assets, an action that would also require bank approval
and an amendment to the credit facility.  Management believes it
will be able to obtain a waiver and amend the covenants as part
of the required approval of this transaction; however, if the
Company is not successful in completing this acquisition, then
management expects to proceed separately in seeking to obtain
the necessary waiver and amendment to the credit facility.

"We are working with our lending syndicate on obtaining the
necessary waivers and amendments to our credit facility, and we
expect to have a resolution to these matters during the second
quarter."  Livingston said.

USOL Holdings is a leading provider of integrated
telecommunications and entertainment services to the residential
real estate industry.  Its subsidiary, U.S. OnLine, provides
local and long distance telephone services, cable television and
high-speed Internet access, in a single package at competitive
prices, all with the convenience of a single monthly invoice to
residents of MDUs.  U.S. OnLine provides its services to more
than 180 MDU communities in seven major markets -- Austin,
Dallas/Ft. Worth, Denver, Houston, San Antonio, Washington, D.C.
and the Pacific Northwest -- and currently serves several of the
largest owners in the country including Amli Residential,
Simpson Housing and Gables Residential.


WILLIAMS COMMS: Seeking to Employ Ordinary Course Professionals
---------------------------------------------------------------
Williams Communications Group, Inc. and its debtor-affiliates
ask the Court to authorize the Debtors to retain, employ, and
pay certain professionals in the ordinary course of business
without further order of the Court, pursuant to the following
procedures:

A. Each Ordinary Course Professional will complete:

   a. a retention affidavit stating that such professional does
      not represent or hold any interest adverse to the Debtors
      or their estates and

   b. a retention questionnaire, summarizing the nature of their
      retention.

B. The Debtors will serve by first-class mail, Retention
   Affidavits and Retention Questionnaires for each Ordinary
   Course Professional within 15 days of any order granting this
   Motion or within 15 days following the professional's
   retention, whichever is later, on:

   a. The Office Of The United States Trustee for the Southern
      District of New York;

   b. Clifford Chance Rogers & Wells, counsel to the Agent for
      the Debtors' prepetition secured lenders; and

   c. Kirkland & Ellis, counsel to the Official Committee of
      Unsecured Creditors.

C. Unless an objection to a retention is filed within 15 days of
   service of the applicable Retention Affidavit and Retention
   Questionnaire, the Debtors may pay all fees and expenses
   incurred by an Ordinary Course Professional:

   a. so long as the amounts do not exceed $25,000 per month, on
      average, during the pendency of the Chapter 11 cases and

   b. the professional has no material involvement in the
      administration of the Debtors' estates. All such payments
      may be made without further application to, or approval
      by, the Court.

D. To the extent an Ordinary Course Professional incurs average
   monthly fees in excess of the $25,000 limit set forth above,
   such professional will file an application for approval of
   fees.

E. If an Ordinary Course Professional becomes materially
   Involved in the administration of a Debtor's estate, the
   Debtors will apply to retain that professional pursuant to
   Section 327 of the Bankruptcy Code.

Erica M. Ryland, Esq., at Jones Day Reavis & Pogue in New York,
New York, contends that the requested relief is justified
because it would be costly, time consuming, and administratively
cumbersome for the Debtors and this Court to require each
Ordinary Course Professional to apply separately for approval of
its employment and compensation.

The requested relief is appropriate because it is subject to
several limitations and conditions, described above, which will
ensure that:

A. the Notice Parties (who represent the key parties in interest
   in these cases) will receive proper notice of the retention
   of all Ordinary Course Professionals and be able to exercise
   oversight of such retentions; and

B. all professionals who are materially involved in the
   administration of the Debtors' estates will be retained
   pursuant to separate employment applications, affidavits,
   retention orders, and fee applications. (Williams Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)

DebtTraders reports that Williams Communications Group Inc.'s
10.875% bonds due 2009 (WCG2) are trading between 13 and 14.5.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=WCG2for  
some real-time bond pricing.


WORLDCOM: BB Corporate Credit Rating Remains On Watch Negative
--------------------------------------------------------------
Standard & Poor's double-'B' corporate credit rating on WorldCom
Inc. remained on CreditWatch with negative implications
following the company's announcement that it would fully draw
down its $2.65 billion bank credit facility. This facility will
term out in June 2003.

Although the draw down does bring a degree of surety regarding
more immediate liquidity needs, the $2.65 billion facility will
mature during a period of time in which the company faces other
significant maturities. Accordingly, WorldCom will need to
negotiate a longer-term credit facility or other source of funds
to assuage Standard & Poor's concerns regarding liquidity needs
beyond the intermediate term.

Unless and until a longer-term credit facility can be
negotiated, it is a rational move for WorldCom to preserve
access to the $2.65 billion facility. The company indicates that
it continues `positive negotiations' with lenders on
implementing an approximate $5 billion secured credit facility
with maturity in 2005 or 2006. As cited in Standard & Poor's May
10, 2002, press release, the potential positive credit impact of
such a longer-term facility will depend on the terms of that
agreement. In particular, if financial covenants of such a
facility effectively and materially limit draw downs, then the
additional liquidity gained from such a new facility would be
limited.

Notwithstanding the recent resolution of the accounts receivable
securitization issue and assuming that a new bank facility is
put into place on favorable terms, a material degradation in
operating cash flow would jeopardize WorldCom's financial
condition. New management may be able to craft a strategic
approach that more effectively positions WorldCom to leverage
its strong network assets and capabilities. Nevertheless, the
challenges are formidable-continuing weak economic environment
and margin pressure in residential long distance and the
emergence of the Bell companies as competitors for enterprise
customers.

In resolving the CreditWatch, Standard & Poor's will examine a
number of issues, including bank arrangements, potential asset
sales, and a strategy to address a more intense competitive
environment. Standard & Poor's is also concerned that WorldCom's
financial problems may impinge on its ability to attract and
retain customers. WorldCom notes that its discussions with key
accounts indicate only some nervousness on the part of those
customers; nevertheless, if empirical evidence in the coming
weeks and months indicate material customer defections, a
downgrade would be likely.

Ultimately, resolution of the CreditWatch hinges on assessing
the prospects that WorldCom can maintain a credit profile
consistent with a corporate credit rating in the double-'B'
rating category. Standard & Poor's also notes that a secured
credit facility could result in unsecured debt being notched
below the corporate credit rating.

                         Ratings List

WorldCom Inc.

   * Corporate credit rating BB/Watch Neg/B

   * Senior unsecured debt BB

   * Preferred stock B

   * Commercial paper B

DebtTraders reports that Worldcom Inc.'s 7.875% bonds due 2003
(WCOM03USN1) are quoted between 80.5 and 82.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM03USN1
for some real-time bond pricing.


ZILOG INC: Court Confirms Amended Joint Reorganization Plan
-----------------------------------------------------------
                  UNITED STATES BANKRUPTCY COURT
                 NORTHERN DISTRICT OF CALIFORNIA

IN RE                      :    CASE NO.  02-51143-MM
                           :              02-51144-MM
ZILOG, INC.                :    CHAPTER 11
                           :    JOINTLY ADMINISTERED
FKA Calibur, Inc.;         :
Seattle Silicon Corporation:
   and                     :
ZILOG-MOD III, INC.,       :
                           :
              Debtors.     :
                           :   NOTICE OF CONFIRMATION OF
                           :   DEBTORS' JOINT REORGANIZATION
                           :   PLAN, AS AMENDED AND DEADLINES
                           :   FOR FILING CERTAIN CLAIMS
Debtors' Mailing Address:  :
532 Race Street            :
San Jose, California 95126 :
                           :
Fed Tax ID                 :
13-3092996 & 37-1419150    :
---------------------------:

                        PLAN CONFIRMATION

     On April 30, 2002, the Court confirmed the Debtors' Joint
Reorganization Plan, dated as of January 22, 2002, as amended.  
All capitalized terms used but not otherwise defined herein have
the meaning given them in the Plan.  You may request a copy of
the Confirmation Order and Plan by sending a written request to
ZILOG's counsel, at the address set forth at the bottom of this
Notice.       

        DEADLINE FOR FILING ASSUMPTION OR REJECTION CLAIMS

     The Court has set June 14, 2002 as the deadline for filing
any claim (i) arising as a result of the rejection under the
plan of an executory contract or unexpired lease or (ii)
asserting an amount necessary to cure any default under an
executory contract or unexpired lease assumed under the Plan.  
Plan Exhibits 6 and 7 identify the contracts and leases to be
assumed or rejected under the Plan.

               DEADLINE FOR FILING REQUESTS FOR
               PAYMENT OF ADMINISTRATIVE CLAIMS

     July 1, 2002, is the deadline for filing a request for
payment of an administrative expense arising from February 28,
2002, including all professionals' requests for allowance of
compensation for services provided, and reimbursement of
expenses incurred, during that period.  The Disbursing Agent
will not be required to maintain a reserve for any
administrative expense unless a request for payment for that
expense is filed no later than July 1, 2002.

                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                    Attorneys for
                    ZILOG, Inc. and SILOG MOD-III, Inc.

                    Richard Levin (CA State Bar No. 66578)
                    Peter W. Clapp (CA State Bar No. 104307)
                    Stephen J. Lubben (CA State Bar No. 190338)
                    300 South Grand Avenue, Suite 3400
                    Los Angeles, CA 90071-3144
                    Telephone:  213/687-5000
                    Facsimile:  213/687-5600


* BOND PRICING: For The Week of May 19 - May 24, 2002
-----------------------------------------------------
Following are indicated prices for selected issues:

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

                          *********

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

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, Aileen M. Quijano 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-
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are $25 each.  For subscription information, contact Christopher
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                     *** End of Transmission ***