TCR_Public/020523.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 23, 2002, Vol. 6, No. 101     

                          Headlines

360NETWORKS: Defers Issuing 2001 Annual Financial Results
A NOVO BROADBAND: Working Capital Deficit Tops $7MM at March 31
AIG GLOBAL: S&P Hatchets Rating on Class B Notes to Junk Level
ANC RENTAL: Committee Deems MBIA Fleet Financing Fees Excessive
APW LTD: Obtains Approval to Continue Existing Cash Management

APW LTD: Gets Interim Approval to Employ Weil Gotshal as Counsel
ADELPHIA COMM: S&P Drops Credit Rating to D After Missed Payment
ARMSTRONG: Wins Approval to Hire Gibbons Del Deo as NJ Counsel
BIRMINGHAM STEEL: Nucor Offers $615MM for Assets in Bankr. Deal
BIRMINGHAM STEEL: Nucor Confirms Intention to Purchase Assets

BOOTS & COOTS: Must Raise New Funds to Meet Current Obligations
BROADLEAF CAPITAL: Reaches Definitive Settlement on Payables
BROADWING: Shrugs-Off Misleading Rumors about Financial Position
CAPRIUS INC: Auditors Raise Doubt About Ability to Continue Ops.
CASUAL MALE: Designs Names Ronald Batts to Head Levi's Outlets

COLUMBUS MCKINNON: Has $2MM+ Working Capital Deficit at Mar. 31
COMDISCO: First Interim Fee Applications Top $13 Million
COMMODORE APPLIED: Defaults on Stock Purchase Agreement with DRM
COVANTA ENERGY: Court OKs Chilmark as Debtors' Financial Advisor
DENBURY RESOURCES: S&P Ratchets Low-B Credit Rating Up A Notch

ENRON CORP: Judge Gonzalez Approves Key Employee Retention Plan
ENRON: Committee Wants Explore Risks of Andersen Collapse
EXIDE TECHNOLOGIES: Will Honor Prepetition Customer Obligations
EXODUS: Wins Nod to Obtain Certain Secured Letters of Credit
FLAG TELECOM: Court Allows Asian Unit to Assume Contracts

FLORSHEIM GROUP: Completes Sale of U.S. Assets to Weyco Group
FRUIT OF THE LOOM: Wants to File Prosecution Pact Under Seal
GS INDUSTRIES INC: MidCoast Pitches Best Bid for Unit's Assets
GLOBAL CROSSING: US Trustee Amends Creditors' Panel Membership
H & E EQUIPMENT: S&P Assigns BB- Corporate Credit Rating

HIGH CASH PARTNERS: Must Restructure Outstanding Debt with RAMI
ICOA INC: Independent Auditors Express Going Concern Doubt
KAISER ALUMINUM: Court Okays Houlihan Lokey as Financial Advisor
KMART: Transfer of Designation Rights Hearing Set for June 28
LTV: Court Allows Copperweld to Continue Cash Collateral Use

LASON INC: American Reprographics Takes-Over Unit's Ownership
LUMENON INNOVATIVE: Nasdaq to Delist Shares Effective May 24
MARINER POST-ACUTE: Court Extends Solicitation Period to June 3
MONARCH DENTAL: Defaults on Credit Facility Expiring on July 1
MYCOM GROUP: Schumacher & Associates Raises Going Concern Doubt

NATIONAL STEEL: NUFIC Seeks Declaratory Judgment vs. Debtors
POLAROID CORP: Pushing for Second Exclusive Periods Extension
PURE WORLD: Fails to Meet Nasdaq Minimum Listing Requirements
RELIANCE GROUP: Plan Filing Exclusive Period Stretched to Aug. 6
ROCKWELL MEDICAL: Needs Capital to Fund Strategic Initiatives

SELECT MEDIA: Working Capital Deficit Tops $7MM at Dec. 31, 2001
SOLID RESOURCES: Court Extends CCAA Relief to June 14, 2002
TELEGEN CORP: Auditors Say Ability to Continue Remains Uncertain
TELEGLOBE INC: Will Not File Financial Statements on Time
TRANS GLOBAL: Moore Stephens Issues Going Concern Opinion

TRICO MARINE: S&P Assigns B Rating To Proposed $250 Mill. Notes
US TIMBERLANDS: S&P Junks Ratings After Missed Interest Payment
USG CORP: Court Fixes November 15, 2002 as General Bar Date
WARNACO: Agrees to Raise Dewey Ballantine's Compensation Cap
WESTELL TECH: Has $22MM Working Capital Deficit at Mar. 31, 2002

ZAMORA GOLD: Won't File Financial Statements Before Due Dates

* Sherwood Names James Ward to Head Corp. Due Diligence Practice

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: Defers Issuing 2001 Annual Financial Results
---------------------------------------------------------
360networks confirmed that the company will be unable to issue
its 2001 annual financial results and the related management's
discussion and analysis by May 21, 2002 due date.

As announced on May 6, 2002, the company continues to develop a
plan of reorganization with its senior bank lenders and
unsecured creditors. Until a plan is finalized, 360networks is
unable to complete its annual financial statements and the
management's discussion and analysis for the year ended December
31, 2001.

In addition, 360networks will be unable to issue its 2002 first
quarter financial results and the related management's
discussion and analysis by the prescribed due date of May 30,
2002.

360networks intends to comply with the provisions of the
Alternate Information Guidelines contained in the Ontario
Securities Commission Policy 57-603, including issuing a default
status report every two weeks.

Monthly reports filed by the Canadian court-appointed Monitor
about 360networks' operations, finances and restructuring
efforts are available in the Restructuring section of the
company's Web site at http://www.360.net

360networks offers optical network services to
telecommunications and data communications companies in North
America. The company's optical mesh fiber network spans
approximately 40,000 kilometers (25,000 miles) in the United
States and Canada.

On June 28, 2001, the company and several of its operating
subsidiaries voluntarily filed for protection under the
Companies' Creditors Arrangement Act (CCAA) in the Supreme Court
of British Columbia. Concurrently, the company's principal U.S.
subsidiary, 360networks (USA) inc., and 22 of its affiliates
voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York. In October 2001, four operating
subsidiaries that are part of the 360atlantic group of companies
also voluntarily filed for protection in Canada. Insolvency
proceedings for several subsidiaries of the company have been
instituted in Europe and Asia. Additional information is
available at http://www.360.net


A NOVO BROADBAND: Working Capital Deficit Tops $7MM at March 31
---------------------------------------------------------------
A Novo Broadband, Inc. (OTCBB:ANVB), announced results for its
second fiscal quarter ended March 31, 2002.

Sales for the quarter increased 25% to $5.0 million from $4.0
million for the comparable period in fiscal 2001. Revenue for
the quarter from core repair and logistics services increased
788% to $4.2 million compared to $473,000 for the same period
last year. Revenue from non-core brokerage and distribution
services and sales of refurbished equipment decreased to
$710,000 from $1.4 million.

During the quarter, the Company elected to end brokerage and
distribution activities, in order to further concentrate on
meeting demand in its growing repair activities. The Company
anticipates no further revenue from brokerage and distribution
activities. Net loss for the first quarter was $2,139,534
compared to an approximate break-even in the comparable quarter
of 2001.

Bill Kelly, President and CEO, noted that the Company's improved
core revenues for the quarter reflected a full six months of
warranty service on Motorola digital set-top boxes and increased
service under the Company's authorization during the first
quarter to perform warranty repairs on Scientific Atlanta's
digital set-top boxes in North America.

Kelly added that the Company's performance during the first two
quarters had been somewhat constrained by a recent shortage of
working capital but that a combination of increases in
production, the introduction of a number of cost-cutting
measures, the receipt of advances totaling $3.5 million from A
Novo SA, the Company's French parent, and an anticipated
expanded bank credit facility was expected to relieve much of
the pressure on the Company's cash flow.

Although the Company is currently in default under an existing
bank credit facility, it expects to enter into a new and
expanded bank credit facility in the next several days and
believes there will be no adverse effects of its default.

Additionally, he said, demand at certain of the Company's
facilities was weaker than had been anticipated, and remedial
action has been taken, including the recent termination of
service operations at its Montreal service center and the sale
of most of the assets related to that facility.

A Novo Broadband, Inc. is one of a group of companies controlled
by Paris-based A Novo SA. Members of the group distribute and
service cable and other electronic and telecommunications
equipment on an industrial scale in Europe and North and South
America. The Company has its corporate office in New Castle,
Delaware and service centers located in California, Ohio,
Florida and Delaware.

At March 31, 2002, A Novo Broadband's working capital deficit
stands at about $6.6 million.


AIG GLOBAL: S&P Hatchets Rating on Class B Notes to Junk Level
--------------------------------------------------------------
Standard & Poor's lowered its rating on the class B notes issued
by AIG Global Investment Corp. CBO-3 Ltd. and co-issued by AIG
Global Investment Corp. CBO-3 Corp. to double-'C' from single-
'B' and removed it from CreditWatch with negative implications,
where it was placed on March 26, 2001. The rating on the class B
notes had previously been lowered to single-'B' from double-'B'-
plus on Jan. 3 2002. Concurrently, the triple-'A' ratings on the
class A-1 and A-2 notes are affirmed due to a financial
guarantee policy issued by Financial Security Assurance Inc.

The lowered rating on the class B notes reflects several factors
that have negatively affected the credit enhancement available
to support the notes during recent months. These factors include
par erosion of the collateral pool securing the rated notes and
a downward migration in the credit quality of the assets within
the pool.

Currently, the overcollateralization ratio tests for AIG Global
Investment Corp. CBO-3 Ltd. are out compliance and there has
been a significant deterioration in the transaction's
overcollateralization ratios during recent months. As of the
April 15, 2001 monthly trustee report, the class A
overcollateralization ratio was 97.5% (the minimum required is
115%), versus a ratio of 109.8% as of Jan. 15, 2002 report. The
class B overcollateralization ratio was 89.9% (the minimum
required is 107%) versus a ratio of 101.3% as of Jan. 15, 2002
report.

The credit quality of the assets in the collateral pool has also
deteriorated since the transaction was originated. Currently,
$50,166,521 (or approximately 19.32% of the collateral pool) is
defaulted. In addition, $8,850,000 (or approximately 4.22%) of
the performing assets in the collateral pool come from obligors
with ratings currently in the triple-'C' range, while $7,750,000
(or approximately 3.70%) of the performing assets in the
collateral pool come from obligors with ratings that are
currently on CreditWatch negative.

As of the April 15, 2002 calculation date, the trustee has
indicated an event of default under section 5.1(d) of the
indenture has occurred due to the transaction's failure to
maintain a principal coverage amount of at least 103% of the
aggregate principal amount of the senior notes on any
calculation date.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings assigned to all of
the notes remain consistent with the credit enhancement
available. In addition, Standard & Poor's will remain in close
contact with the trustee with regards to any actions taken by
the controlling party as it pertains to the event of default
that has occurred.

      Rating Lowered And Removed From Creditwatch Negative

             AIG Global Investment Corp. CBO-3 Ltd./
             AIG Global Investment Corp. CBO-3 Corp.

                  Rating                    Balance ($ mil.)
     Class     To         From            Orig.       Current
     B         CC         B/Watch Neg     20.000      20.000

                     Ratings Affirmed

             AIG Global Investment Corp. CBO-3 Ltd./
             AIG Global Investment Corp. CBO-3 Corp.

                              Balance ($ mil.)
     Class     Rating      Orig.            Current
     A-1       AAA         100.000          93.641
     A-2       AAA         138.000          129.225


ANC RENTAL: Committee Deems MBIA Fleet Financing Fees Excessive
---------------------------------------------------------------
Maribeth L. Minella, Esq., at Young Conaway Stargatt & Taylor
LLP in Wilmington, Delaware, tells the Court that while the
Committee supports ANC Rental Corporation's efforts to obtain
fleet financing from MBIA, the Committee finds the proposed fees
to be excessive. Other terms of the proposed financing
arrangements, meanwhile, need to be clarified or modified if the
Debtors are to secure the Committee's approval.

Ms. Minella recaps the provisions of the term sheet attached to
the MBIA financing motion, which provides for the payment of
these fees and other payments to MBIA:

A. Increase in insurance premiums will from 32 basis points to
    100 basis points - an increase of over $15,000,000 on
    $2,300,000 of debt;

B. An upfront fee of $1,000,000;

C. Additional fees of $2,000,000 based on the amounts of funds
    used to purchase vehicles under the facility;

D. A fee of $1,500,000 on September 1, 2002 if the facility is
    extended to November, 2002;

E. Administrative fee of $400,000 per month as long as the
    facility remains available; and

F. A success fee of up to $12,500,000, payable upon the
    confirmation of a Reorganization Plan or the sale of the
    Debtors' business as a going concern.

Ms. Minella states the Committee finds the fees, which could
total almost $45,000,000 over the next year, excessive under the
circumstances. This is particularly true of the $12,500,000
success fee. While the total amount of fees may not appear to be
excessive when compared to the cost of obtaining new financing,
the financing being talked about in the motion is not new: MBIA
is simply releasing funds that already are held by ARG Funding.
No new bonds will be issued or placed, and MBIA already has the
risk associated with the existing bonds. Even while MBIA is
assuming some additional risk by allowing its cash collateral to
be used to purchase new vehicles, Ms. Minella points out that
MBIA is being fully compensated for taking that risk by the
increase in the insurance premium, the upfront fee, the release
fees, the extension fee and the monthly administration fee.

The success fee, Ms. Minella observes, appears to be nothing
more than the price of MBIA's consent. This is made clear by the
fact that the proposed success fee does not eat up the full
spread between the cost of the existing MBIA financing and the
cost of alternative financing. The success fee thus should be
reduced or eliminated as a condition of approval of the proposed
MBIA financing.

Aside from the issue of fees, the Committee also has these
concerns about the proposed financing:

A. The Committee understands that the Cash Collateral Account
   referred to in the Term Sheet will be used to maintain the
   amount of equity in the financing facility at the required
   13% level, and that, to the extent that there are funds in
   the Cash Collateral Account that are not needed for this
   purpose, the excess funds will be available to the Debtors.
   The ability of the Debtors to withdraw excess funds from the
   Cash Collateral Account should be confirmed and made
   explicit.

B. The proposed Order approving the financing should be amended
   to identify the cash in which MBIA will be granted a lien;

C. The proposed Order should also be modified to provide that
   the super-priority administrative claim to be granted in
   connection with the MBIA financing is subject to the carve-
   out for professional fees provided for in the Cash Collateral
   Order.

D. The proposed order should be modified to be consistent with
   the default provisions in the Cash Collateral Order.
   Specifically, only a very limited category of material
   defaults should trigger an automatic lifting of the automatic
   stay. Other defaults should entitle MBIA to seek relief from
   the stay but relief should not be automatic.

In sum, Ms.Minella tells the Court the Committee conditionally
approves the motion for approval of the proposed financing upon:

A. the reduction or elimination of the success fee,

B. clarification of the Debtors' rights in the Cash Collateral
    and

C. modification of the proposed Order to address the Committee's
    concerns. (ANC Rental Bankruptcy News, Issue No. 13;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


APW LTD: Obtains Approval to Continue Existing Cash Management
--------------------------------------------------------------
APW Ltd. and Vero Electronics sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to continue using their centralized cash management system.

Before filing for bankruptcy protection, the APW Group utilized
a centralized cash management system, which enables them to
efficiently collect, concentrate and disburse funds generated
through their operations and to accurately record intercompany
obligations.

APW maintains three bank accounts, one main account with Bank of
America, an account at the Royal Bank of Canada in Barbados. The
Barbados account has less than $10,000 and is used to pay local
ordinary course management fees.  

In general, under the APW Group's cash management system, trade
collections are deposited into, and most disbursements,
including all payroll disbursements, are made from, accounts
maintained by nondebtor members of the APW Group.

The Debtors relate that each night, funds in the Bank One
concentration account are wire transferred to the Bank of
America concentration account from which disbursements to
various nondebtor accounts are made.  The APW Group's
international operations are funded by revolving
credit facilities with the Royal Bank of Scotland and National
Westminister Bank.  Borrowings under these UK Credit Facilities
are made to nondebtor affiliates of APW and not to the Debtors'
bank accounts.

APW, a publicly-held, Bermuda company, operates as a holding
company whose principal assets are the shares of stock of its
worldwide operating subsidiaries.  APW's operations consist
solely of providing financial, accounting and legal services to
its foreign and domestic direct and indirect subsidiaries. The
Company filed for chapter 11 protection on May 16, 2002 in the
U.S. Bankruptcy Court for the Southern District of New York.
Richard P. Krasnow, Esq. at Weil, Gotshal & Manges represents
the Debtors in their restructuring efforts. When the Company
fled for protection from its creditors, it listed $797,104,000
in total assets and $899,751,000 in total debts.


APW LTD: Gets Interim Approval to Employ Weil Gotshal as Counsel
----------------------------------------------------------------
APW Ltd. and Vero Electronics secured authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
and retain Weil, Gotshal & Manges LLP as their attorneys.  
Richard P. Krasnow, Esq., along with other members of, counsel
to, and associates of Weil Gotshal will be the one principally
assigned on these cases.

The Debtors will look to Weil Gotshal:

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

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

     c. to take all necessary or appropriate actions in
        connection with the negotiation, modification, and
        implementation of the Debtors' plan of reorganization
        and related disclosure statement and all related
        documents and such further actions as may be required in
        connection with the administration of the Debtors'
        estates;

     d. to perform all other necessary or appropriate legal
        services in connection with these chapter 11 cases.

Weil Gotshal received $449,053 from the Debtors for prepetition
professional services rendered and as an advance against
expenses, in connection with these chapter 11 cases.  Weil
Gotshal will apply to the Court for allowances of compensation
and reimbursement of expenses in accordance with the applicable
provisions of the Bankruptcy Code,

WG&M's current customary hourly rates are:

          members and counsel      $410 to $700
          associates               $200 to $450
          paraprofessionals        $50 to $175

APW, a publicly-held, Bermuda company, operates as a holding
company whose principal assets are the shares of stock of its
worldwide operating subsidiaries. APW's operations consist
solely of providing financial, accounting and legal services to
its foreign and domestic direct and indirect subsidiaries. The
Company filed for chapter 11 protection on May 16, 2002 in the
U.S. Bankruptcy Court for the Southern District of New York.
Richard P. Krasnow, Esq. at Weil, Gotshal & Manges represents
the Debtors in their restructuring efforts. When the Company
fled for protection from its creditors, it listed $797,104,000
in total assets and $899,751,000 in total debts.


ADELPHIA COMM: S&P Drops Credit Rating to D After Missed Payment
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on cable
television operator Adelphia Communications Corp. to 'D' from
triple-'C'-minus following a missed interest payment on the
company's $500 million 9.375% senior unsecured note issue. The
rating on that issue was also lowered to 'D' from double-'C'.
Both of these ratings were removed from CreditWatch.

Standard & Poor's ratings on Coudersport, Pennsylvania-based
Adelphia's other unsecured debt issues were lowered to single-
'C' from double-'C' and remain on CreditWatch negative. The
ratings on the secured bank loans at its operating subsidiaries
are unchanged at triple-'C' and also remain on CreditWatch
negative.

"At this juncture, we anticipate that Adelphia will miss
payments on other unsecured, subordinated, and preferred stock
issues," Standard & Poor's credit analyst Richard Siderman said.
"At that time, the ratings on those issues will be lowered to
'D'."

Standard & Poor's said that maintenance of the secured bank loan
ratings reflects prospects that, given the value of the cable
television properties in the respective bank credit agreements,
these creditors have reasonable prospects to ultimately receive
full repayment in a liquidation scenario.


Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1),
DebtTraders says, are quoted at a price of 73. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ARMSTRONG: Wins Approval to Hire Gibbons Del Deo as NJ Counsel
--------------------------------------------------------------
Judge Newsome granted Armstrong World Industries, Inc., Nitram
Liquidators, Inc., and Desseaux Corporation of North America the
authority to employ Gibbons, Del Deo, Dolan, Griffinger &
Vecchione PC as local New Jersey counsel to the Debtors, nunc
pro tunc to December 20, 2001.

The ink on Judge Newsome's Order has scarcely set when the
Debtors ask that the Order be amended, nunc pro tunc to December
20, 2001, to remove the compensation cap of $30,000 for any one
month period, excluding compensation and expenses in connection
with the Maertin cases.  The Debtors believe that the wording of
this compensation cap should have stated that fees incurred by
Gibbons in its capacity as local counsel to the Debtors will not
exceed, on average, $30,000 per month, unless otherwise ordered.  
The present retention order does not include the averaging
language.  Accordingly, the Debtors ask Judge Newsome to enter
an amended Order including the averaging language so that
Gibbons' compensation is limited to an average of $30,000 per
month, not a flat $30,000 monthly.

                         *    *     *

As previously reported, Gibbons Del Deo will be:

        (a) taking necessary actions to preserve and protect the
Debtors' estates, including the prosecution of ations on the
Debtors' behalves, the defense of any actions commenced against
the Debtors, the negotiation of disputes in which the Debtors
are involved, and the preparation of objections to claims filed
against the Debtors' estates, as may be requested by the
Debtors.

        (b) preparing on behalf of the Debtors as debtors-in-
possession the necessary motions, applications, answers, orders,
reports and papers in connection with the administration of the
Debtors' estates, as may be requested by the Debtors in
consultation with its other counsel in these cases; and

        (c) performing such other necessary legal services in
connection with the Debtors' chapter 11 cases as may be
requested by the Debtors in consultation with its other counsel
in these cases.

The attorneys and their hourly rates with primary responsibility
to the Debtors in these cases are:

           Michael R. Griffinger              $525
           Paul R. DeFilippo                  $450
           James N. Lawlor                    $300
           Adam G. Brief                      $150

In addition, other professionals and paraprofessionals may
perform services for the Debtors at their standard hourly rates.
(Armstrong Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


BIRMINGHAM STEEL: Nucor Offers $615MM for Assets in Bankr. Deal
---------------------------------------------------------------
Birmingham Steel Corporation (OTC BB:BIRS) said the Company is
in exclusive discussions with Nucor Corporation (NYSE:NUE)
regarding the sale of substantially all its assets for $615
million in cash. Monday, the Company filed its Form 10-Q for the
quarter ended March 31, 2002, and disclosed it has signed a non-
binding letter of intent with Nucor, which is conditioned upon
finalizing definitive documentation and related agreements in
support of the transaction with the Company's senior secured
lenders. Birmingham Steel said the Company expects to finalize
discussions and definitive documentation with its lenders and
Nucor prior to May 31, 2002. However, the Company said that it
could not give assurance that acceptable definitive agreements
can be completed with Nucor or the Company's secured lenders on
a timely basis.

The $615 million purchase price is less than the full amount of
the Company's secured debt, and the agreements between the
parties would require the transaction be effected pursuant to a
pre-arranged Chapter 11 filing approved by a bankruptcy court in
Delaware. The Company and its secured lenders are currently
negotiating a pre-arranged plan agreement which, subject to the
approval of the bankruptcy court, would provide that secured
lenders distribute a portion of the proceeds from the
transaction to unsecured creditors and shareholders. The
agreements under negotiation contemplate payments to Birmingham
Steel shareholders of approximately $0.47 per share. The
agreements contemplated by the Company, its secured lenders and
Nucor would also provide for full and uninterrupted payments to
the Company's critical suppliers through the anticipated closing
date of the transaction.

On or before May 31, 2002, the Company expects to have completed
the agreements relating to the proposed transaction with Nucor
or to have identified an alternative course of action. The
Company said other possible courses of action include, but are
not necessarily limited to, seeking protection under a Chapter
11 filing, extending the CIBC engagement to determine other
strategic alternatives, re-engaging in discussions with other
potential purchasers, seeking extensions of the maturity dates
of debt due on May 31, or seeking a restructuring of its debt
with current lenders.

John Correnti, Chairman and Chief Executive Officer of
Birmingham Steel, commented, "During the past two years, the
employees and management of Birmingham Steel have taken the
actions necessary to improve the Company's overall financial
position. This turnaround has been achieved during the most
challenging and depressed economic conditions ever experienced
by the steel industry."

Correnti continued, "Although substantial progress to improve
the Company's overall financial condition has been made during
the past two years, the Company continues to be challenged by
excessive debt levels created by the failed strategies of prior
management. Nucor is a profitable and financially solid
organization, and we believe the proposed transaction provides
the best value for our stakeholders, which include lenders,
shareholders, customers, suppliers and employees. We believe the
Birmingham Steel operations and workforce would be tremendous
additions to Nucor."

Birmingham Steel Corporation also reported financial results for
the fiscal 2002 third quarter and nine months ended March 31,
2002. For the three months ended March 31, 2002, the Company
reported a net loss from continuing operations of $9,192,000
compared with a loss of $4,431,000 in the third quarter of the
prior fiscal year. Reflecting economic uncertainty that
persisted throughout the third quarter, steel shipments were
465,000 tons, down from 518,000 tons in the same period last
year. The average selling price per ton in the current quarter
was $253, down from $260 last year. Despite the decline in
volume and selling price, gross profit as a percentage of sales
improved to 9.6% in the current quarter from 8.6% in the prior-
year quarter as a result of cost reductions and improved
operating efficiencies. Also, interest expense attributable to
continuing operations increased $5.8 million in the current
quarter as a result of the sale of the Cartersville and
Cleveland facilities and the related reduction in interest
expense previously allocated to discontinued operations.

For the nine months ended March 31, 2002, the Company reported a
net loss from continuing operations of $11,186,000  compared
with a loss of $9,312,000 in the same period last year. Steel
shipments in the current fiscal year were 1,380,000 tons,
compared with 1,587,000 tons last year.

Correnti commented, "Pricing pressures, seasonal factors and
general skepticism about the U.S. economy resulted in reduced
shipments and lower revenues in January and February. However,
favorable trade rulings by the International Trade Commission,
support by the Bush Administration for enforcement of anti-
dumping laws, and indications of general economic recovery
resulted in improved margins and operating performance in March.
Rebar price increases announced in March began taking effect in
April, and additional price increases were announced in April
and May for rebar and merchant products. Also, shipments in
March increased significantly as the Company entered the
seasonally strong construction season."

Correnti continued, "During the third quarter, the Company
completed the sale of the idled American Steel & Wire special
bar quality (SBQ) facility in Cleveland, Ohio. The sale of the
Cleveland plant enabled the Company to reduce debt by $21
million and eliminated approximately $500,000 per month in
carrying costs. With the sale of Cleveland, the Company returned
to the proven and profitable platform of its four core operating
facilities."

Correnti said the Company continues to maintain sufficient
liquidity under its revolving credit facility and remains in
compliance with all covenants pursuant to its loan agreements.
On

May 14, 2002, the Company announced that its lenders had
extended the deadline for payment of certain debt previously
scheduled to mature on May 15, 2002. At that time, the Company
also said it was finalizing the review of its financial and
strategic alternatives with its lenders and investment advisors,
CIBC World Markets Corp. The Company further stated it expected
to report the results of its evaluation process on or before May
31, 2002.

Birmingham Steel operates in the mini-mill sector of the steel
industry and conducts operations at facilities located across
the United States. The common stock of Birmingham Steel is
traded on the over the counter bulletin board under the symbol
"BIRS."

Birmingham Steel's March 31, 2002 balance sheet shows that the
company has a total shareholders' equity deficit of about $188
million.


BIRMINGHAM STEEL: Nucor Confirms Intention to Purchase Assets
-------------------------------------------------------------
Nucor Corporation (NYSE: NUE) confirmed that it and Birmingham
Steel Corporation have signed a non-binding letter of intent
pursuant to which Nucor would purchase substantially all of
Birmingham Steel's assets for $615 million in cash, and that
Nucor and Birmingham Steel are currently engaged in exclusive
discussions regarding a possible transaction.

Daniel R. DiMicco, Nucor Vice Chairman, President and Chief
Executive Officer, said, "We are pleased to have taken this step
toward a transaction that would, if consummated, be accretive to
Nucor shareholders and would also benefit our customers and
employees.  We believe that the agreed upon purchase price is
appropriate given the assets to be acquired.  We look forward to
signing a definitive purchase agreement."

The transaction contemplated in the letter of intent is
conditioned upon finalizing a definitive agreement with
Birmingham Steel and related agreements in support of the
transaction with Birmingham Steel's senior secured lenders.
These agreements would require that the transaction with
Birmingham Steel be completed pursuant to a pre-arranged Chapter
11 bankruptcy filing by Birmingham Steel approved by the
bankruptcy court in Delaware.

Nucor expects that the contemplated transaction, if consummated,
would increase its earnings per share within twelve months after
completion.  The company said there can be no assurance that the
letter of intent will result in a definitive agreement, and that
Nucor will have no further comment concerning the contemplated
transaction until a definitive agreement is signed or the
discussions with Birmingham Steel are terminated.

Assets to be included in the contemplated purchase are
Birmingham Steel's four operating mills in Birmingham, Alabama;
Kankakee, Illinois; Seattle, Washington and Jackson,
Mississippi, with an estimated combined annual capacity of
approximately 2.0 million tons.  Other included assets are the
mill in Memphis, Tennessee, which is currently not operating;
the assets of Port Everglades Steel Corporation; the assets of
the Klean Steel division; Birmingham's ownership in Richmond
Steel Recycling Limited; as well as all inventory and
receivables related to the acquired assets.

Nucor is the largest recycler in the United States.  Nucor and
affiliates are manufacturers of steel products, with operating
facilities in ten states. Products produced are:  carbon and
alloy steel -- in bars, beams, sheet, and plate; steel joists
and joist girders; steel deck; cold finished steel; steel
fasteners; metal building systems; and light gauge steel
framing.


BOOTS & COOTS: Must Raise New Funds to Meet Current Obligations
---------------------------------------------------------------
Boots & Coots International incurred losses from continuing
operations of $26.5 million in 1999 and $22.7 million in 2000.  
In response, the Company reduced its personnel, consolidated its
field  offices, sold assets, discontinued certain operations,
repaid senior debt and restructured its subordinated debt.  With
these changes in effect, on January 1, 2001, the Company
redefined its operating segments to emphasize prevention and
restorations services to augment its traditional  emergency
response activities.

During the year ended December 31, 2001, the Company acted as
lead response contractor on five  critical well events and
generated $0.9 million of income from continuing operations;
however, the  Company continued to be adversely impacted from
insufficient liquidity and capital resources.

During the first quarter of 2002, demand for the Company's
emergency response services declined as overall industry
conditions continued to weaken. Moreover, the Company had no
major critical well events during the period. As a result, the
Company incurred a $1.8 million loss from continuing operations
for the quarter. This loss further impairs the Company's
liquidity position and its ability to pay certain vendors in a
timely manner, including vendors that the Company considers  
important to its ongoing operations. This reduced liquidity
hampers the Company's capacity to hire sub-contractors, obtain
materials and supplies, and otherwise conduct effective or
efficient  operations.

The Company continues to experience severe working capital
constraints.  As of March 31, 2002, the Company's current assets
totaled approximately $8,717,000 and current liabilities were
$10,219,000, resulting in a net working capital deficit of
approximately $1,502,000 (compared to a beginning year deficit
of $159,000).  The Company's highly liquid current assets,
represented by cash of $773,000  and receivables and restricted
assets of $6,611,000 were collectively $2,835,000 less than the  
amount of current liabilities at March 31, 2002 (compared to a
beginning year deficit of $1,423,000).  The Company is actively
exploring new sources of financing, including the establishment
of new credit facilities and the issuance of debt and/or equity
securities.  During April and May  2002, the Company entered
into loan participation agreements with certain parties under
which it borrowed an additional $1,000,000 under the Senior
Secured Loan Facility. The participation agreements have an
initial maturity of 90 days, which may be extended for an
additional 90 days at the Company's option.  The new borrowings
are not sufficient to meet the Company's current working  
capital requirements.  Absent new near-term sources of financing
or the generation of significant operating income, the Company
will not have sufficient funds to meet its immediate obligations
and will be forced to dispose of additional assets or operations
outside of the normal course of business in order to satisfy its
liquidity requirements.

The American Stock Exchange (AMEX) by letter dated March 15,
2002, required the Company to submit a  reasonable plan to
regain compliance with AMEX's continued listing standards by
December 31, 2002.  On April 15, 2002, the Company submitted a
plan that included interim milestones which the Company will be
required to meet to remain listed.  If the Company fails to
obtain compliance with AMEX continued listing standards by
December 31, 2002, as reflected in its audited financial
statements  for the year then ended, then AMEX has indicated
that it may institute immediate delisting proceedings.

AMEX continued listing standards require that listed companies
maintain stockholders equity of $2,000,000 or more if the
Company has sustained operating losses from continuing
operations or net losses in two of its three most recent fiscal
years or stockholders equity of $4,000,000 or more if it has
sustained operating losses from continuing operations or net
losses in three of its four most recent fiscal years.  Further,
the AMEX will normally consider delisting companies that have
sustained losses from continuing operations or net losses in
their five most recent fiscal years or that have sustained
losses that are so substantial in relation to their operations
or financial resources, or whose financial resources, or whose
financial condition has become so impaired, that it appears
questionable, in the opinion of AMEX, as to whether the company
will be able to continue  operations or meet its obligations as
they mature. The Company's plan, as submitted, meets AMEX  
requirements.

Prevention revenues were $2,035,000 for the three months ended
March 31, 2002, compared to  $1,150,000 for the three months
ended March 31, 2001, representing an increase of $885,000
(77.0%) in the current year. The increase was primarily the
result of service fee increases associated with the WELLSURE(R)
program and expanded services provided under the Safeguard
program.

Response revenues were $4,101,000 for the three months ended
March 31, 2002, compared to $6,995,000  for the three months
ended March 31, 2001, a decrease of $2,894,000 (41.4%). During
the first quarter of 2002, demand for the Company's emergency
response services declined as overall industry conditions
continued to weaken. Specifically, downstream transportation
activity decreased approximately 45%.  This decrease led to a
42% decline in downstream response revenues.  Moreover, the
Company had no major critical well events during the period.

Restoration revenues were $564,000 for the three months ended
March 31, 2002, compared to $828,000  for the three months ended
March 31, 2001, representing a decrease of $264,000 (31.9%) in
the current year.  The decrease was primarily attributable to
reduced domestic inventory sales and reduced prices in the
current quarter.

The Company generates its revenues from prevention services,
emergency response activities and restoration services.  
Response activities are generally associated with a specific
emergency or  "event" whereas prevention and restoration
activities are generally "non-event" related services.  Event
related services typically produce higher operating margins for
the Company, but the  frequency of occurrence varies widely and
is inherently unpredictable. Non-event services typically  have
lower operating margins, but the volume and availability of work
is more predictable.  Historically the Company has relied on
event driven revenues as the primary focus of its operating
activity, but more recently the Company's strategy has been to
achieve greater balance between event  and non-event service
activities.  While the Company has successfully improved this
balance, event  related services are still the major source of
revenues and operating income for the Company.

The Company's event-related capabilities include hazardous
materials and other emergency response  services to industrial
customers and governmental agencies, but the majority of the
Company's event related revenues are derived from well control
events (i.e., blowouts) in the oil and gas industry.  Demand for
the Company's well control services is impacted by the number
and size of drilling and  work over projects, which fluctuate as
changes in oil and gas prices affect exploration and production
activities, forecasts and budgets.  The Company's reliance on
event driven revenues in general, and well control events in
particular, impairs the Company's ability to generate
predictable operating cash flows.

In the past, during periods of low critical events, resources
dedicated to emergency response were underutilized or, at times,
idle, while the fixed costs of operations continued to be
incurred, contributing to significant operating losses. To
mitigate these consequences, the Company began to actively
expand its non-event service capabilities, with particular focus
on prevention and restoration services.  Prevention services
include engineering activities, well plan reviews, site audits,
and rig inspections. More specifically, the Company developed
its WELLSURE(R) program, which is now providing more predictable
and increasing service fee income, and began marketing its
Safeguard program, which provides a full range of prevention
services domestically and internationally.

The Company's strategy also includes plans to increase non-event
restoration services to its existing customer base. The market
for restoration services is large in comparison to the more
specialized emergency response business, and it provides growth
opportunities for the Company. High value restoration services
include snubbing operations, redrilling applications and project
management  services.  However, proper development of these
activities requires significantly greater capital  than what has
been available to the Company. Consequently, the Company is
limited to a more selective range of lower value services, such
as site remediation, and has been unable to exploit the higher  
margin available in this business segment.

Boots & Coots intends to continue its efforts to increase its
non-event services in the prevention  and restoration segments
with the objective of covering all of the Company's fixed
operating costs and administrative overhead from these more
predictable non-event services, offsetting the risks of
unpredictable event-driven emergency response business, but
maintaining the benefit of the high operating margins that such
events offer. Although the Company has made progress towards
this goal, it has been difficult to achieve because of the
Company's weakened financial position and severe capital
constraints.

The Company has been unable to pay certain vendors in a timely
manner, including vendors that the  Company considers important
to its ongoing operations.  This reduced liquidity has hampered
the Company's capacity to hire sub-contractors, obtain materials
and supplies, and otherwise conduct effective or efficient
operations.


BROADLEAF CAPITAL: Reaches Definitive Settlement on Payables
------------------------------------------------------------
Broadleaf Capital Partners, Inc. (OTCBB:BDLF) has successfully
negotiated a significant and final reduction of $2 million plus
dollars in several previously unresolved judgment payables. The
settlement structure represents a reduction to less than 10
cents on the dollar of the outstanding amounts and consists of
both cash payments, over a term period, and restricted stock.

Broadleaf Capital Partners' Interim President, Robert Braner,
stated, "Finalizing this transaction has been a critical part of
the Global workout strategy and restructuring, and is an
important milestone. It provides the Company with a significant
cost saving opportunity, the platform for a reduction in general
administrative costs, and greater flexibility to management, in
bringing forward financial resources and assets."

Braner continued, "Most importantly, the completion and
successful settlement of these outstanding liabilities is
expected to remove the major barriers that have prevented the
potential for a revitalization of the Company over the past 15
months. We now expect to be able to announce some specific
progress, with regard to new business operations for Broadleaf
Capital, in the coming days."


BROADWING: Shrugs-Off Misleading Rumors about Financial Position
----------------------------------------------------------------
Tuesday, Rick Ellenberger, Chairman and CEO, Broadwing Inc.
(NYSE:BRW) released a letter to shareholders, customers, and
employees saying:

"In recent days, there has been much written about the financial
position and future of Broadwing Inc., much of it misunderstood,
misconstrued, and misleading. Unfortunately, in the challenging
times that our industry is facing, the market is susceptible to
the forces of innuendo and rumor over those of fact and
execution.

"While the questions that have been recently raised are not new,
or unique to Broadwing, I want to set the record straight so
there can be no doubt about our financial position or ability to
execute our business plan.

"So let's set the record straight:

Broadwing's credit facility and debt covenants are in good
standing.

     --  The company is in compliance with all covenants.

     --  We have reduced our bank debt by 15% since the
beginning of 2002.

     --  Debt, as defined in our debt-EBITDA covenant
calculation, stands at $2.12 billion. And as a result, this
makes the Broadwing ratio 3.27, as of the end of the first
quarter -- well within the requirement of 4.75.

     --  As previously disclosed in the company's 2001 10K
(filed March 31, 2002), Broadwing plans to refinance a portion
of its existing indebtedness, prior to or during 2003, as a
result of maturities within the existing bank credit facility.

     --  The company has reduced its cash burn for continuing
operations and lowered its rate of borrowing.

"Broadwing has historically accounted for IRUs in accordance
with the SEC's recommended methodology.

     --  The company accounts for all IRUs in a manner that
recognizes the revenue over the life of the agreement.

     --  The company has been consistent with its use of the
deferral and amortization approach. And the SEC guidance
continues to reinforce this as the appropriate accounting
method.

"In the second quarter of 2001, Broadwing and PSINet
renegotiated existing IRU agreements.

     --  In order for these agreements to survive PSINet's
bankruptcy, the agreements were adjusted to reduce the services
provided, update the operations and maintenance fees to a
current market rate and shorten the lives of the agreements.

     --  Currently, this agreement is in good standing and is
operating today through the purchaser of the former PSINet
assets.

     --  As a result of the renegotiation, the company preserved
the agreement, which continues to generate revenue and cash flow
for Broadwing today.

     --  The renegotiation of this agreement has been disclosed
in each of the company's quarterly 10Q filings since the second
quarter 2001, and in Broadwing's 2001 form 10K.

"Broadwing and its employees take pride in the transparency,
reputation, and manner by which we conduct our business. And
while we have traditionally not responded to every misunderstood
report, and do not necessarily plan to do so in the future,
however, the irrational state of the telecommunications market
makes it imperative that we take this opportunity to set the
record straight for our shareholders, customers, and employees."

Broadwing Inc. (NYSE:BRW) is an integrated communications
company comprised of Broadwing Communications and Cincinnati
Bell. Broadwing Communications leads the industry as the world's
first intelligent, all-optical, switched network provider and
offers businesses nationwide a competitive advantage by
providing data, voice and Internet solutions that are flexible,
reliable and innovative on its 18,500-mile optical network and
its award-winning IP backbone. Cincinnati Bell is one of the
nation's most respected and best performing local exchange and
wireless providers with a legacy of unparalleled customer
service excellence and financial strength. The company was
recently ranked number one in customer satisfaction by J.D.
Power and Associates for local residential telephone service and
residential long distance among mainstream users. Cincinnati
Bell provides a wide range of telecommunications products and
services to residential and business customers in Ohio, Kentucky
and Indiana. Broadwing Inc. is headquartered in Cincinnati,
Ohio. For more information, visit http://www.broadwing.com  

Broadwing's March 31, 2002 balance sheet shows that the
company's total current liabilities eclipse total current assets
by about $285 million.


CAPRIUS INC: Auditors Raise Doubt About Ability to Continue Ops.
----------------------------------------------------------------
Caprius, Inc. was founded in 1983 and through June 1999
essentially operated in the business of medical imaging systems
as well as healthcare imaging and rehabilitation services. On
June 28, 1999, the Company acquired Opus Diagnostics Inc. and
began manufacturing and selling medical diagnostic assays. The
Company continues to own and operate a comprehensive breast-
imaging center located in Lauderhill, Florida.

The Opus Merger was consummated coincident with the closing of
an Asset Purchase Agreement between Opus and Oxis Health
Products Inc. at which time George Aaron and Jonathan Joels
became executive officers, directors, and principal stockholders
of the Company. The purchase price consisted of $500,000 in
cash, a secured promissory note in the principal amount of
$586,389 which was repaid as of December 8, 1999, and a warrant
granting Oxis the right to acquire 617,898 shares of the
Company's common stock. Additionally, pursuant to a Services
Agreement, Oxis had manufactured the products of the TDM
Business of Opus through December 31, 2000.

After December 31, 2000, the Company transferred its production
to third party manufacturers.

Opus currently produces and sells 14 diagnostic assays, their
calibrators and controls for therapeutic drug monitoring which
are used on the Abbott TDx(R) and TDxFLx(R) instruments.
Therapeutic drug monitoring ("TDM") is used to assess medication
efficacy and safety of a given therapeutic drug in human bodily
fluids, usually blood. The monitoring allows physicians to
individualize therapeutic regimens for optimal patient relief.
The test kits are used for in vitro testing; i.e. the tests are
performed outside of the body.

Effective October 15, 2000, Opus entered into a Development and
License Agreement with Novartis Pharma AG to develop and market
internationally an assay to monitor Certican(TM). Certican(TM)
is a Novartis drug candidate and is presently in the Phase III
clinical trial process, as required by the FDA. When cleared by
the FDA, it is anticipated Certican(TM) will be used initially
to treat renal transplant patients. The Opus test to measure
Certican is expected to be used regularly to monitor blood
levels of the drug, guiding physicians as to correct dosage and
patient compliance. There are approximately 25,000 renal
transplants annually that take place in the U.S. alone with
approximately the same number outside the U.S.

Included in revenues for the three months ended March 31, 2002
are $602,091 of net product sales revenues for Opus' therapeutic
drug monitoring assays versus $539,721 for the three months
ended March 31, 2001. The cost of product sales for the Opus
business for the three months ended March 31, 2002 was $152,676
versus $170,324 for the three months ended March 31, 2001. The
increase in net sales revenues for the three months ending March
31, 2002 versus the three months ending March 31, 2001 resulted
from both an increase in overseas sales and higher sales of the
Company's generic products. The cost of product sales decreased
during the three months ending March 31, 2002 versus the three
months ending March 31, 2001 as a result of the Company's change
of manufacturer for its products.

Net patient service revenues at Strax totaled $387,420 for the
three months ended March 31, 2002 versus $345,636 for the three
months ended March 31, 2001. This increase resulted from higher
patient billings. Cost of service operations totaled $205,518
for the three months ended March 31, 2002 versus $191,488 for
the three months ending March 31, 2001.

Net product sales revenues totaled $1,077,444 for the six months
ended March 31, 2002 versus $926,335 for the six months ended
March 31, 2001. The increase in net sales revenues for the six
months ending March 31, 2002 versus the six months ending March
31, 2001 resulted from both an increase in overseas sales and
higher sales of the Company's generic products. The cost of
product sales for the Opus business for the six months ended
March 31, 2002 was $275,444 versus $310,512 for the six months
ended March 31, 2001.

Net patient service revenues totaled $829,838 for the six months
ended March 31, 2002 versus $757,977 for the six months ended
March 31, 2001. This increase resulted from higher patient
billings. Cost of service operations totaled $432,537 for the
six months ended March 31, 2002 versus $399,778 for the
six months ended March 31, 2001.

The net income for the three and six months periods were: a net
gain of $2,139 for the 2002 quarter and a net loss of $25,431
for the same period of 2001; net losses in both six month
periods ended March 31, 2002 and 2001, of $63,052 and $126,588,
respectively.

In March and April 2000, the Company completed an equity private
placement of $1,950,000 through the sale of 650,000 units at
$3.00 per unit. The Company utilized the net funds for the
payment of certain liabilities and the balance was used for
working capital purposes to continue developing the business of
Opus by adding new distributors in territories currently not
covered by existing distributors and for the development of new
diagnostic kits and the acquisition of additional product lines.
The Company continues in its efforts to secure the sale of
Strax. The $300,000 short-term bridge loan notes are secured by
the assets of Strax and were due for repayment on February 28,
2002. The bridge loan holders agreed to extend the repayment
date to June 30, 2002. In view of the current market conditions
and the Company's low stock price, the Company has found it
difficult at this time to secure additional funding. However,
should the market conditions change, the Company will continue
its efforts to seek additional funds through funding options,
including banking facilities, government-funded grants and
equity offerings in order to provide capital for future
expansion. There can be no assurance that such funding
initiatives will be successful, and in light of the current low
market price any equity placement would result in substantial
dilution to current stockholders. Consequently, the Company's
viability could be threatened.

Accordingly, the auditors' report on the 2001 financial
statements contains an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a
going concern.


CASUAL MALE: Designs Names Ronald Batts to Head Levi's Outlets
--------------------------------------------------------------
Designs, Inc. (NASDAQ:DESI), retail brand operator of Levi's(R)
Outlet by Designs, Dockers(R) Outlet by Designs, Casual Male Big
and Tall, Candies(R) and Ecko(R) Unltd. outlet stores, has
promoted Ronald N. Batts to President of the Levi's(R) and
Dockers(R) Outlet Stores. In this newly created position, Mr.
Batts will be responsible for all merchandising and operations
of the 100 Levi's(R) and Dockers(R) Outlet Stores.

Mr. Batts joined Designs in October of 2001 as Senior Vice
President of Store Operations. Previously, Mr. Batts worked as
Senior Vice President of Retail for the Haggar Clothing Company
where he established and directed Haggar Direct, Inc., a
consumer direct start-up company. Prior to Haggar, Mr. Batts was
Chief Operating Officer for Mothercare stores, a 238 store
national maternity and childrenswear specialty chain. In
addition, he has served as Chief Executive Officer of CSVA,
Inc., a venture capital funded retail acquisition company, as
President of Eckerd Apparel, a division of Jack Eckerd
Corporation, and as President of two divisions of Mercantile
Stores.

Commenting on the promotion, David Levin, President and Chief
Executive Officer of Designs, Inc., said, "In recognition of
Ron's exceptional job with our store operations, we believe this
promotion is well deserved. We are confident that Ron's in-depth
expertise will enable him to perform exceptionally well in his
expanded role."

As previously announced, Designs, Inc.'s Board of Directors has
recommended to its shareholders that the Company change its name
to the Casual Male Retail Group, Inc. Shareholders will have the
opportunity to vote on the name change at the Company's next
Annual Meeting, which is expected to be held in August 2002.

Designs, Inc. operates 105 Levi's(R) Outlet by Designs,
Dockers(R) Outlet by Designs and Candie's(R) outlet stores
primarily in the Eastern part of the United States and in Puerto
Rico. The Company is headquartered in Needham, Massachusetts and
its common stock is listed on the Nasdaq National Market under
the symbol "DESI". Investor Relations information is available
on the Company's web site at http://www.designsinc.com

Casual Male is a leading independent specialty retailer of
fashion, casual and dress apparel for big and tall men with
annual sales that exceed $350 million. Casual Male sells its
branded merchandise through various channels of distribution
including full price and outlet retail stores, direct mail and
the internet. Casual Male had been operating under the
protection of the U.S. Bankruptcy Court since May 2001.


COLUMBUS MCKINNON: Has $2MM+ Working Capital Deficit at Mar. 31
---------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO), announced its
financial results for the fiscal 2002 fourth quarter and full
year, which ended on March 31, 2002.  The results for the
quarter and the full year reflect the sale of substantially all
of the assets and business of the Company's subsidiary,
Automatic Systems, Inc., which was announced on May 13, 2002.
This sale is reported in the fiscal 2002 financial statements as
discontinued operations; prior period results have been restated
to reflect the classification of the ASI Business as a
discontinued operation.  The ASI Business was the principal
business unit in the Company's former Solutions - Automotive
segment.

"Our results from continuing operations for the quarter and the
year reflect the persistently difficult market environment for
manufacturers of industrial products during the last year; they
also reflect the benefits from many of the actions we took in
fiscal 2002 to strengthen Columbus McKinnon's future
profitability and financial position," said Timothy T. Tevens,
President and Chief Executive Officer.  He went on to say,
"Despite the decline in sales during fiscal 2002, we maintained
market share in every major product category -- a clear
indicator of the strength of our brands and distribution
channels.  With the reductions we have already made and will
continue to make in our cost structure, Columbus McKinnon
believes it is very well positioned for earnings growth once a
recovery in the U.S. industrial economy begins."

As reported on May 13, 2002, the Company sold the ASI Business
for approximately $20.6 million in cash, plus an 8% subordinated
note in the principal amount of $6.8 million which is payable
over 10 years. Columbus McKinnon may also receive additional
payments of up to $2.0 million from the proceeds of certain
designated receivables and up to $10.0 million over the next two
years based on the financial performance of the ASI Business.
The Company has recorded a $121.5 million loss on the sale of
the ASI Business.

     Fourth Quarter Fiscal 2002 Results -- Continuing Operations

Fiscal 2002 fourth quarter consolidated net sales from
continuing operations were $114.5 million, compared with $143.1
million a year ago, a decrease of 20.0%. Operating income before
amortization was $5.8 million for the fiscal 2002 fourth
quarter, compared with $19.6 million in the fourth quarter last
year. Columbus McKinnon's loss from continuing operations for
the fourth quarter of fiscal 2002 was $4.7 million compared with
income from continuing operations of $3.9 million a year ago.

Other income and expense, net includes an unrealized non-cash
mark-to- market loss recognized on certain marketable equity
securities held by the Company's captive insurance subsidiary, a
non-cash loss on the January 2002 sale of a small subsidiary,
and a gain on the sale of assets held for resale. The mark-to-
market loss will be offset by a gain in the first quarter of
fiscal 2003 to be recognized as a result of the subsequent sale
of the entire equity portfolio of the captive insurance
subsidiary.

Tevens commented, "The fourth quarter decline in sales reflects
an abnormally lower seasonal demand than we typically see after
late December. We do not expect demand for our products to
recover significantly until industrial spending increases in the
United States."

         Fiscal 2002 Results -- Continuing Operations

Fiscal 2002 consolidated net sales from continuing operations
were $480.0 million, compared with $586.2 million for fiscal
2001, a decline of 18.1%. Operating income before restructuring
charges and amortization was $48.7 million for fiscal 2002,
compared with $76.9 million last year. Lower margins are the
result of the decline in sales, which reflect the continued
effects of the industrial recession. The impact of lower sales
has been partially offset by the Company's various strategic
initiatives, which has resulted in reduced fixed and variable
costs.

Columbus McKinnon's loss from continuing operations for fiscal
2002 was $6.0 million, including restructuring charges of $9.6
million, compared with income from continuing operations of
$14.9 million for fiscal 2001.

"The positive effect of our Lean Manufacturing process, product
and facility rationalization efforts, and other strategic
initiatives is reflected in gross margins from continuing
operations that remained above 25% in spite of lower sales
levels and some temporary training costs as operations were
rationalized," Tevens said.   "A major focus in fiscal 2002 was
cash-flow used to reduce debt--we have reduced our senior bank
debt by $60 million in fiscal 2002, well above our $50 million
target.  As a result of reduced debt and lower interest rates,
interest expense for the year was $29.4 million compared with
$36.3 million in fiscal 2001. Our objective is to enhance our
financial flexibility. We continue to focus on improving
profitability and we believe we can maintain our U.S. market
dominance, grow sales, and expand our global presence by
introducing innovative material handling products and
solutions."

          Fiscal 2002 Fourth Quarter and Full Year Results
               -- Discontinued Operations

Fiscal 2002 fourth quarter sales from discontinued operations
were $17.4 million, compared with $32.4 million in fiscal 2001.  
For the fiscal 2002 fourth quarter, the loss from discontinued
operations was $3.1 million compared with a loss from
discontinued operations of $0.3 million in the fiscal 2001
fourth quarter.

Consistent with its May 13 announcement, the Company also
recorded a fiscal 2002 fourth quarter loss on disposition of
discontinued operations of $121.5 million, which included $104.0
million of goodwill. Fiscal 2002 sales from discontinued
operations were $137.1 million, compared with $141.8 million in
fiscal 2001.  The Company's fiscal 2002 loss on discontinued
operations was $7.9 million compared with income from
discontinued operations of $0.3 million in fiscal 2001.

Tevens commented, "ASI's fiscal 2002 results underscore the fact
that the ASI Business was not a good fit for Columbus McKinnon
based on its high volatility, significant dependence on the
automobile industry and heavy use of working capital.  With the
sale of ASI completed, we will see reduced working capital
requirements in relation to sales."

                    Additional Information

As previously announced on May 13, the Company is not in
compliance with certain of its senior bank debt covenants as of
March 31, 2002 as a result of the sale of the ASI Business, and
it is currently negotiating a waiver of non-compliance for the
fiscal fourth quarter as well as a new multi-year credit
agreement with its lenders which will replace the existing
facility. Because the existing senior bank debt facility expires
on March 31, 2003, the Company has classified that debt balance
as current debt at March 31, 2002. That classification will
continue until a new credit agreement is in place, which is
expected within the next 45 to 60 days.

Columbus McKinnon will adopt Statement of Financial Accounting
Standard (SFAS) No. 142, "Goodwill and Other Intangible Assets,"
on April 1, 2002.  In accordance with its adoption of SFAS No.
142, the Company is currently performing the required goodwill
impairment test, which it will complete during the first quarter
of fiscal 2003. With the sale of the ASI Business in fiscal
2002, the Company does not expect a material impairment to
result from its adoption of SFAS No. 142.  Following adoption of
SFAS No. 142, the Company will no longer record amortization
expense for goodwill, which amounted to $11.0 million from
continuing operations in fiscal 2002.

Columbus McKinnon is a leading U.S. designer and manufacturer of
material handling products, systems and services which
efficiently and ergonomically move, lift, position or secure
material.  Key products include hoists, cranes, chain and forged
attachments.  The Company is focused on commercial and
industrial applications that require the safety and quality
provided by its superior design and engineering know-how.  
Columbus McKinnon is planning to maintain its U.S. market
dominance and to capture a greater global market share through
new products, systems and services.  Comprehensive information
on Columbus McKinnon is available on its Web site at
http://www.cmworks.com  

Columbus McKinnon, at March 31, 2002, recorded total current
liabilities exceeding total current assets by over $2 million.


COMDISCO: First Interim Fee Applications Top $13 Million
--------------------------------------------------------
Judge Barliant approves the first interim applications for
compensation of five professionals of Comdisco, Inc. and its
debtor-affiliates, covering the period between July 16, 2001 and
November 30, 2001:

                                                    Expense
    Professional                      Fee Amount   Reimbursement
    ------------                      ----------   -------------
    Arthur Andersen LLP               $3,481,799    $171,034

    Bell, Boyd & Lloyd                   401,776      35,553

    Brown, Rudnic, Berlack, Israels      614,026      96,777

    Gardner, Carton & Douglas            170,760      24,449

    Skadden, Arps, Slate, Meagher      9,510,822      715,262
    & Flom

However, Judge Barliant conditions the allowance with these
provisions:

    (a) Skadden, Arps, Slate, Meagher & Flom will continue the
        5% of its holdback amount until May 8, 2002;

    (b) Arthur Andersen, LLP, Gardner Carton & Douglas and Bell,
        Boyd & Boyd will continue their holdback amounts of 10%
        until May 8, 2002;

    (c) Brown, Rudnick, Berlack & Israels will reduce its fee
        request by removing all professionals with 15 or fewer
        total hours billed during the First Interim Application
        Period. Furthermore, Brown will review the fees
        associated with its category "Other Professional
        Retention";

    (d) All Professionals' expenses with regards to out-of-town
        travel is subject to further review by the Fee Review
        Committee; and

    (e) The Debtors will pay the holdback amounts upon approval
        by the Fee Review Committee or further order of the
        Court.

In a Supplemental Order, Judge Barliant further rules that:

    (a) Skadden, Arps, Slate, Meagher & Flom will be paid the
        remaining 5% of its holdback amount and all of its out-
        of-town travel expenses are approved; and

    (b) The out-of-town travel expenses for Brown, Rudnick,
        Berlak and Israels are approved. (Comdisco Bankruptcy
        News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)   


COMMODORE APPLIED: Defaults on Stock Purchase Agreement with DRM
----------------------------------------------------------------
Commodore Applied Technologies, Inc. (AMEX: CXI), (CXI.WS),
announced financial results for the three-month period ended
March 31, 2002 (see table below).

     Condensed, Consolidated Statements of Operations
          (Unaudited) Three Months Ended March 31,
    
                           2002            2001
                           ----            ----
Revenues                $1,647,000      $4,021,000
Net Loss                  (974,000)       (649,000)
Net Loss Per Share -
Basic and Diluted            (.02)           (.01)
Weighted Average
Number of Shares
Outstanding             57,356,000      49,847,000

Chairman and CEO, Shelby Brewer, said, "The first quarter 2002
financial results are disappointing. DRM's results in 1Q2002
were substantially below its performance in 1Q2001. Also, our
SET technology earned no appreciable revenue in 1Q2002. However,
the SET contracts with American Ecology and Los Alamos entered
into this quarter will generate revenues in 2Q2002 and 3Q2002.
Also, further reductions in overhead, together with general
belt-tightening, have resulted in the development of a neutral
operational cash flow projection. Our NuvoSet, LLC enterprise is
very active in marketing our SET technology into the DOE Hanford
market, and we expect significant bookings this year."

       Condensed, Consolidated Statements of Operations
                         (Unaudited)
              Adjusted for Non-Cash Expenses
             Three Months Ended March 31, 2002
     
     Revenues                      $1,647,000
     Net Income (loss)              ($974,000)
     Net Income (loss) per Share       ($0.02)
     
     Non-Cash and Imputed
     Interest Charges
      Imputed Interest DRM
      Acquisition                    $198,000
      Discount on note payable
      for Milford/Shaar warrants      $18,000
      Non-Compete Amortization       $131,000
      Other Depreciation and
      Amortization                    $83,000
                                   ----------
     Total Non-Cash and Imputed
      Interest Charges               $430,000
                                   ----------
     Net Income Excluding
     Non-Cash Charges               ($544,000)
     Net Income (Loss) per Share
     Excluding Non-Cash Charges        ($0.01)

Additionally, Commodore Applied Technologies, Inc., announced
that William J. Russell and Tamie P. Speciale, as CEO and
President of Dispute Resolution Management, Inc., furnished it
with a Notice of Default and Right to Pursue Remedies claiming
that Commodore is in default under the Stock Purchase Agreement
with DRM and the related Stock Pledge Agreement with Russell and
Speciale. The Stock Purchase Agreement expired on May 16, 2002.
Commodore believes that it is not in default and has meritorious
defenses under the Stock Purchase and Stock Pledge Agreements to
the claims asserted by Russell and Speciale. Commodore hopes to
reach an amicable resolution of this matter, but specifically
has reserved all rights and remedies it may have.

The Notice asserts that Commodore is in default for, among other
things, its failure to pay its repurchase of stock obligation
and failure to perform certain covenants. Russell and Speciale
have notified Commodore that they have transferred the DRM Stock
owned by Commodore into their names and have notified Commodore
of their intent to tender 4,750,000 shares of pledged Commodore
common stock back to Commodore. If these actions are not
invalidated, Commodore will no longer own an 81% interest in
DRM.

In addition, the Notice made a demand for the immediate payment
of approximately $4 million for advances made to Commodore and
for obligations under the Agreement. Russell and Speciale also
stated their intentions to make demands for other alleged
payments due under the Agreement in excess of $8.5 million.
Unless Commodore reaches a satisfactory resolution of this
matter, Commodore's loss of the DRM subsidiary and any
obligation to make further payments under the Stock Purchase
Agreement may have a material adverse effect on its financial
condition, may aggravate its cash flow problems and may affect
Commodore's ability to operate as a going concern.

Mr. Shelby Brewer stated, "We regret that we have yet to be able
to negotiate an amicable divorce with Mr. Russell and Ms.
Speciale; however our counsel has commenced negotiations towards
that end. My fiduciary duty is to the totality of Commodore
stockholders. Over the past year we have considered, with
Russell and Speciale, alternatives to the August 2000 Stock
Purchase Agreement which would keep DRM in the Commodore family.
However, these alternatives would result in significant dilution
of existing Commodore stockholders, further cluttering of the
Commodore balance sheet, and numerous regulatory issues. The DRM
negotiations over the past year have also diverted time, energy,
and resources of both companies, while both companies were
struggling in their respective markets." Mr. Brewer further
stated, "The Company believes that it has meritorious defenses
to the demands asserted by Russell and Speciale in their May 16,
2002 'Notice of Default and Right to Pursue Remedies'. "

Further details about the Notice of Default are set forth in the
Commodore's Quarterly Report on Form 10-Q filed on May 20, 2002.
Details of the terms and conditions of the Stock Purchase
Agreement are set forth in Commodore's Current Report on Form 8-
K filed on August 30, 2001 and in a separate press release
published on August 31, 2001.

Commodore Applied Technologies, Inc. is a diverse technical
solutions company focused on high-end environmental markets. The
Commodore family of companies includes subsidiaries Commodore
Solution Technologies, Commodore Advanced Sciences and a joint
venture, Nuvoset, LLC. The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources. More information is available on the Commodore Web site
at http://www.commodore.com


COVANTA ENERGY: Court OKs Chilmark as Debtors' Financial Advisor
----------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
Court authority to retain Chilmark Partners, LLC, nunc pro tunc
effective as of April 1, 2002, as investment banker to Covanta
Energy Corporation and its debtor-affiliates in the Chapter 11
cases.

Chilmark is one of the country's leading investment banks with
expertise in mergers and acquisitions, reorganizations and other
financial advisory services. Chilmark also has extensive
experience representing the interests of debtors, creditors and
institutional investors in business reorganizations and workouts
both in and out of Chapter 11 and in representing clients in a
wide range of industries.

On March 28, 2002, Covanta entered into an agreement with
Chilmark to provide investment banking services to the Debtors.
Pursuant to the Agreement, Chilmark is to provide these services
to the Debtors:

    a) Develop valuation, debt capacity and recovery analyses in
       connection with developing and negotiating a potential
       restructuring of the Debtors;

    b) Based on a review and analysis of the Debtors'
       businesses, prospects, long-term business plan, and
       financial liquidity, Chilmark will advise Debtors with
       respect to its alternatives regarding its Obligations;

    c) Evaluate the Debtors' debt capacity and alternative
       capital structures to develop various restructuring
       scenarios and analyze the recoveries of different
       stockholders under these scenarios;

    d) Assist in the development of a negotiating strategy and,
       if requested by the Debtors, assist in negotiations with
       the Debtors' creditors and other interested parties with
       respect to a potential Restructuring or Disposition;

    e) Facilitate and advise with respect to the value of
       securities offered by the Debtors in connection with a
       potential restructuring of the Debtors; and

    f) Provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a Restructuring, as reasonably requested by the
       Debtors.

  Other principal and salient terms of Agreement:

    a) Term: Retention will commence on March 28, 2002 and
       continue on a month-to-month basis until terminated
       by either party upon 30 days' written notice without
       cause, or at any time for cause.

    b) Compensation: The Debtors agree to pay the following fees
       to Chilmark for its financial advisory services:

       (i) A monthly advisory fee in the amount of $150,000 per
           month. The Debtors have paid Chilmark a retainer of
           $450,000 to cover the period from March 28, 2002
           through June 27, 2002.

      (ii) Upon either a Successful Restructuring or a
           Disposition, an additional fee equal to
           $7,000,000. The term "Successful Restructuring"
           means the execution, confirmation, effectiveness, and
           consummation of a Chapter 11 plan for Covanta or any
           of its subsidiaries.

     (iii) If the Debtors sell, spin-off, or otherwise dispose
           of all or substantially all of the assets of the
           Debtors or its subsidiaries, Chilmark will be paid a
           fee in cash equal to 1.0% of the Aggregate
           Consideration upon completion of the transaction.
           This will not include the distribution of stock, debt
           or other consideration pursuant to a stand-alone
           Chapter 11 plan or reorganization.

     (iv)  If the Debtors make an extraordinary distribution of
           cash, stock or other value, Chilmark will be paid a
           fee in cash equal to 1.0% of the value of each
           distribution upon completion of the distribution.
           However, if the extraordinary distribution consists
           of the proceeds of (iii) above, Chilmark will not be
           paid both the Transaction Fee and the Distribution
           Fee. Additionally, this does not include the
           distribution of stock, debt or other consideration
           pursuant to a stand-alone Chapter 11 plan of
           reorganization.

      (v)  If a Transaction Fee or a Distribution Fee is
           payable, the fee will reduce the Restructuring Fee,
           but not to an amount less than zero.

    (vi)   Reimbursement of all reasonable out-of-pocket
           expenses incurred during this engagement, payable
           promptly following delivery of invoices setting forth
           in reasonable detail the nature and amount of such
           expenses. (Covanta Bankruptcy News, Issue No. 5;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)   


DENBURY RESOURCES: S&P Ratchets Low-B Credit Rating Up A Notch
--------------------------------------------------------------
Standard & Poor's raised the corporate credit rating on Denbury
Resources Inc. to double-'B'-minus from single-'B'-plus and
revised its outlook to stable from positive.

The upgrade on Denbury's corporate credit rating reflects: --
Management's continuing maintenance of leverage that is
consistent with the double-'B' rating category; since the severe
industry downturn of 1998-1999 when Denbury's financial
resources were strained, the company has operated with a more
disciplined financial philosophy, including protecting cash
flows with commodity price hedges, when appropriate. --Expected
improvement in the company's financial profile resulting from
likely elevated oil prices in 2002. --Expectations for prudent
reinvestment of upcycle cash flows. --Good production growth
during the next two years from Denbury's long lead-time
development projects in Mississippi, which will further enhance
the company's debt-service capacity.

"The ratings on Dallas, Texas-based Denbury reflect the
company's midsize reserve base, a worse-than-average cost
structure, and an aggressive growth strategy," noted Standard &
Poor's credit analyst Steven K. Nocar. "These weaknesses are
tempered by the company's high percentage of company-operated
properties that require modest future development expenses and
have a fairly long reserve life, which provides the company with
meaningful operational and financial flexibility," he continued.

Denbury is an independent oil and gas exploration and production
company with about 110 million barrels of oil equivalent of
reserves as of Dec. 31, 2001. The company's future cash flows
are likely to be dependent on fluctuations in oil prices,
because 70% of its reserves are oil.

A heightened concern of Standard & Poor's is Denbury's recent
expansion into the Gulf of Mexico, where capital costs and
operating risks are elevated, property markets are intensely
competitive, and Denbury has little operating history. While the
July 2001 acquisition of Matrix Oil & Gas Inc. has provided
Denbury with an additional 80 billion cubic feet equivalent of
proved developed Gulf of Mexico reserves, the company's presence
is still very small, which could lead to somewhat inefficient
operations and disproportionate drilling risk. Nevertheless, the
company is approaching the Gulf cautiously and is willing to
shrink operations in the region if reinvestment opportunities
prove unattractive.

The stable outlook on Denbury reflects expectations that the
company will continue to improve its financial profile. Standard
& Poor's expects that Denbury will continue to pursue
complimentary acquisitions that will be financed in a balanced
manner.


ENRON CORP: Judge Gonzalez Approves Key Employee Retention Plan
---------------------------------------------------------------
After due deliberation, Judge Gonzalez approves the retention
and severance components of Enron Corporation's Key Employee
Retention Plan.

The Court further rules that:

  -- the Enron North America Examiner must participate in the
     Debtors' Management Committee's determinations of amounts
     to be paid to KERP participants from the liquidation
     incentive pool of the KERP, and the Liquidation Incentive
     Component of the KERP is approved on that basis;

  -- the Debtors' Management Committee will notify the ENA
     Examiner of the reallocation of any portion of a Retention
     Participant's Retention Payment forfeited under the terms
     of the KERP in the same manner provided for in Section
     VI(D) of the KERP with respect to the Creditors' Committee;

  -- the scope of the ENA Examiner's duties is expanded to
     incorporate his duties pursuant to this Order;

  -- the allocation of the cost of the KERP to each Debtor will
     be included in the proposed overhead allocation that the
     Debtors must propose to the Court after consultation with
     the ENA Examiner;

  -- the releases of avoidance actions provided for in the
     KERP are not approved; provided, however, the Debtors may
     request their approval in a motion under Rule 9019 of the
     Federal Rules of Bankruptcy Procedure naming each releasee,
     the amount received, and identifying whether the person is
     an insider, and provided further that if the person is an
     insider the examiner to be appointed for Enron Corp. will
     give priority to determining whether there is any reason
     not to release the person;

  -- subject to the foregoing, the Debtors are authorized to
     take all action necessary to fully implement and carry out
     the KERP as described in the Motion, provided however,
     that:

        (i) no payments provided under the KERP will be made to
            any KERP participant who does not execute an
            agreement representing that he or she has not sold
            the Debtors' shares in violation of the insider
            trading rules provided under Section 10(b) 5 of the
            Securities Exchange Act of 1934 and agreeing to
            disgorge any amounts paid under the KERP should such
            representation later be proved false;

       (ii) no person named as a defendant in the pending
            consolidated actions of Newby, et al. v. Enron
            Corp., et al. and The Regents of the University of
            California, et al. v. Lay, et al. Civil Action No.
            H-01-3624 (S.D. Tex.) has been made a participant of
            the KERP;

      (iii) no person identified as a wrongful actor in the
            "Report of Investigation by the Special
            Investigative Committee of the Board of Directors of
            Enron Corp." dated February 1, 2002, has been made a
            participant in the KERP; and

       (iv) KERP participants shall be required to disgorge all
            payments made under the KERP to the extent that any
            KERP participant is later adjudged by a court of
            competent jurisdiction to have engaged in acts of
            dishonesty or other willful misconduct detrimental
            to the interests of the Debtors;

  -- any obligations of the Debtors under or in connection with
     the KERP will be deemed allowed administrative expense
     claims under Section 503(b)(1)(A) of the Bankruptcy Code;

  -- the Debtors are authorized to extend to their current and
     future officers and directors their right to
     indemnification, provided for under the Articles of
     Incorporation of the Debtors, the Oregon Business
     Corporation Act and other applicable law, for claims and
     lawsuits based solely on their post-petition services;

  -- such post-petition indemnification claims will be entitled
     to administrative expense priority under Sections 503(b)
     and 507 of the Bankruptcy Code;

  -- the Debtors are authorized to advance to any current or
     future officer and director the costs of defending against
     any claim or lawsuit raised against the officer or
     director arising solely from post-petition services, to the
     extent that such advancement would be authorized under the
     Articles of Incorporation of the Debtors, the Oregon
     Business Corporation Act and other applicable law, without
     further order of this Court;

  -- nothing herein will be deemed to provide indemnification
     to the Debtors' officers and directors beyond what is
     authorized under the Articles of Incorporation, Oregon law
     or other applicable law. (Enron Bankruptcy News, Issue No.
     29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Committee Wants Explore Risks of Andersen Collapse
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Enron
Corporation and its debtor-affiliates asks Court authority to
obtain the production of documents and oral testimony concerning
the prosecution of certain significant claims against Arthur
Andersen LLP and Andersen Worldwide SC that are held by the
Debtors' estates.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, reminds Judge Gonzalez that the Committee and the
Debtors, among others, were recently ordered to participate in
extensive mediation proceedings in an attempt to consensually
resolve claims against Andersen.  "Although the mediation
efforts continued for one month, it was unsuccessful," Mr.
Despins relates.  According to Mr. Despins, there is an urgency
to initiate an exam pursuant to Section 1103(c) of the
Bankruptcy Code and Rule 2004 of the Federal Rule of Bankruptcy
Procedure because Andersen is in the process of restructuring,
liquidating, or reducing its worldwide presence.

Mr. Despins also recounts that a federal grand jury in the
United States District Court for the Southern District of Texas
indicted Andersen on one count of obstruction of justice.  David
Duncan, the lead audit partner responsible for Andersen's Enron
Engagement, pled guilty to one count of obstruction of justice.
The criminal trial against Andersen commenced in the Southern
District of Texas on May 6, 2002.

As a result, Andersen suffered heavy losses in its client base.
The company turned to Alvarez & Marsal Inc., a consulting firm
that provides "financial and operational services to financially
troubled companies."  Specifically, Alvarez & Marsal was "asked
to advise Andersen on the most effective ways to address the
rapidly changing business of Andersen, in light of the
precipitous loss of clients and revenues, which has and is
occurring subsequent to the government's indictment of
Andersen." Alvarez & Marsal's work would also require intensive
examination of:

  -- the new and evolving cost structure of Andersen's business,

  -- the most effective ways in which it can be restructured,
     and

  -- the most beneficial ways in which Andersen LLP can downsize
     its firm in line with its expected ongoing professional
     activities.

Mr. Despins adds that Andersen also engaged the services of
Gleacher & Company, investment bankers, to evaluate the fairness
of any proposed transactions and to assist in overall efforts to
negotiate and execute transactions.

However, Mr. Despins notes, Andersen's efforts to reorganize are
reportedly in significant jeopardy.  Mr. Despins backs this
observation with press accounts that former Federal Reserve
Chairman Paul Volker has publicly abandoned his efforts to
assist Andersen in a restructuring, dozens of Andersen's U.S.
partners have received and accepted job offers from other
accounting firms, among others.

Despite these developments, Mr. Despins says, Andersen has
agreed to pay $217,000,000 to settle civil litigation over its
audits for the Baptist Foundation of Arizona.  It was reportedly
the second-largest settlement ever agreed to by a major
accounting firm.  In fact, Andersen already made a non-
refundable payment of $11,300,000 into an account controlled by
the Arizona attorney general's office on May 6, 2002.  Mr.
Despins adds that Andersen reportedly will pay the remaining
balance of $205,700,000 as early as the first week of June or as
late as October 25, 2002.

Mr. Despins argues that the Committee must be allowed to
investigate Andersen's current financial condition, as well as
its strategy and attempts to restructure, dispose of assets or,
liquidate to ensure that Andersen's ability to satisfy the
Debtors' claims is not further dissipated.

The Committee wants the Court to enter an order directing Arthur
Andersen LLP, Andersen Worldwide SC, Alvarez & Marsal Inc., and
Gleacher & Company to designate and produce witnesses with
knowledge of Andersen's restructuring, asset disposition and
liquidation plans, and to produce related documents. (Enron
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Will Honor Prepetition Customer Obligations
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained Court's
approval to perform and honor their pre-petition obligations
related to the Customer Programs as they see fit, and to
continue, renew, replace, implement new, and/or terminate such
of the Customer Programs without further application to the
Court.

The Debtors are seeking to continue the Customer Programs
because these programs have been successful business strategies
in the past and have generated valuable goodwill, repeat
business and net revenue increases.

                   GNB Customer Rebate Programs

The Debtors obtained the authority to honor the customer sales
volume rebate programs they instituted for the GNB business by
providing the agreed upon rebates to participating customers.
The GNB Customer Rebate Programs provide rebates to customers
after a certain number of purchases are achieved, with the
greater the number of purchases, the larger the rebate to the
customer. Therefore, customers are encouraged to purchase more
goods from the Debtors to obtain a greater rebate, which results
in larger net revenue for the Debtors.

Exide Technologies claims that customer confidence and goodwill,
as well as revenues, will be severely harmed if the Debtors are
prevented from honoring pre-petition GNB Customer Rebate Program
rebates. On the Petition Date, many participating customers had
accumulated several million dollars in purchases from the
Debtors. Of this number, many customers are approaching the
level of purchases that would trigger a rebate. If the Court
does not grant the relief requested, participating customers
would lose any rebate credit for their pre-petition purchases of
the Debtors' goods.  This would likely result in these customers
refusing to purchase future goods from the Debtors, while
initiating a business relationship with the Debtors'
competitors.

The Debtors believe that maintaining the rebates for goods
purchased pre-petition will demonstrate management's confidence
in the Debtors and, therefore, enhance the public's confidence
in the continued reliability and operations of the Debtors. In
that regard, the Debtors believe that any extra rebates
occasioned by the Chapter 11 Cases will be more than offset by
the revenue from sales made because the GNB Customer Rebate
Programs remain in place. To the extent the Debtors are unable
to continue the GNB Customer Rebate Programs, the Debtors risk
isolating certain constituencies of customers and possibly
encouraging customers to select competing manufacturers, all to
the detriment of the Debtors, their creditors and their estates.

                   GNB Dealer Incentive Programs

The Debtors obtained authorization to honor points under the GNB
Dealer Incentive Programs post-petition to those salesmen and/or
dealers who attempt to redeem GNB Dealer Incentive Programs
points earned pre-petition. As is the case with the GNB Customer
Rebate Programs, several, if not all, of the enrolled salesmen
and dealers have accrued points under the GNB Dealer Incentive
Programs pre-petition.

                       GNB Warranty Program

Pursuant to the Debtors' pre-petition customer practices, the
Debtors' GNB business provided limited warranties that were
based on product and application.  These warranties for the
Debtors' products could extend for periods up to 20 years (on a
pro-rata basis) from the date of a consumer purchase of a
particular product. As a general matter, such warranties protect
against manufacturing defects in workmanship and materials
contained in the products. Generally, the benefit of the
warranty is limited to the original purchasing consumer. The
Debtors may, at their option, either repair or replace defective
product, credit the customer based upon an approved claim or, in
some circumstances, refund the purchase price. In most
circumstances, honoring warranty claims involves non-cash items
such as repairing or replacing the defective goods. The benefits
of each GNB Warranty Program is specific to that customer based
upon its agreement with the Debtors.

The GNB Warranty Program is an integral part of the Debtors'
business strategy and is designed to ensure customer confidence
in the Debtors' products.

              Transportation Customer Rebate Programs

The Debtors' transportation business offers rebate programs to
its customers, which are related to the Debtors' customer
commitments for advertising and promotional funding, marketing
support, co-op advertising, and volume incentives. Rebates are
calculated from the net sale price paid by the customer and are
accrued on a monthly basis. The amounts earned by the customers
are paid in the form of a check or credit memorandum on the
customer's account.

The Debtors were granted authority to honor pre-petition
obligations related to the Transportation Customer Rebate
Programs and to continue to honor these Transportation Customer
Rebate Programs.

              Transportation Standardization Program

The Debtors' transportation business provides a standardization
program for its customers. Under the Transportation
Standardization Program, a customer is placed into one of a
number of specific customer channels. Within each customer
channel, certain programs are available, including, but not
limited to, discounts, rebates, warranties and customer
commitments for advertising and promotional funding, marketing
support, co-op advertising and volume incentives.

The Transportation Standardization Program provides a more
centralized and understandable structure for the Debtors and its
customers. It also provides for a more focused sales effort on
strategic channels, resulting in increased revenue for the
Debtors. Since its inception, the Transportation Standardization
Program has been an integral part of the Debtors' transportation
business.

                  Transportation Warranty Program

Pursuant to the Debtors' pre-petition customer practices, the
Debtors' transportation business provided limited product
warranties for periods extending up to two years from the date
of a consumer purchase of a particular product. Such warranties
protect against manufacturing defects in workmanship and
materials contained in the products.

The benefit of the warranty is limited to the original
purchasing consumer and the Debtors may, at their option, either
repair or replace defective product, credit the customer based
upon an approved claim or, in some circumstances, refund the
purchase price. In most circumstances, honoring warranty claims
involves non-cash items such as repairing or replacing the
defective goods. The benefits of each Transportation Warranty
Program is specific to that customer based upon its agreement
with the Debtors.

The Debtors also secured the authority to honor pre-petition
obligations related to the Transportation Warranty Programs and
to continue to honor these Transportation Warranty Programs as
they are an integral part of the Debtors' business strategy and
bases for customer confidences. (Exide Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

  
EXODUS: Wins Nod to Obtain Certain Secured Letters of Credit
------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates secured
Court authority to obtain certain letters of credit secured
by cash deposits in aggregate face amount not exceeding
$4,000,000 subject to the approval of the Creditors' Committee.
In addition, the Court allowed the banks issuing the letters of
credit to liquidate certain collateral and to repay obligations
under the facility they are drawn on, without further Order.

The Debtors are currently negotiating with various utilities and
contracting parties in an effort to resolve their objections to
the Debtors' previously filed motions.  This includes the motion
establishing procedures for utilities to request additional
adequate assurance and the Debtors' motion to sell substantially
all of their assets to Digital Island. In order to resolve the
objections, the Debtors have agreed to provide certain utilities
and contracting parties with letters of credit to guarantee the
Debtors' payment or performance. The Debtors, however, have been
unable to obtain unsecured letters of credit and thus are
required to deposit cash funds with the banks issuing the
letters of credit.  They are also required to sign a collateral
agreement providing that the issuing banks may liquidate such
cash collateral and repay obligations under the letters of
credit when they are drawn upon. (Exodus Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Court Allows Asian Unit to Assume Contracts
---------------------------------------------------------
Judge Allan L. Gropper authorizes FLAG Asia Ltd. to assume the
contract for the creation of FLAG West Asia Cable System, or
FWACS, and other reinforcing and allied agreements with Alcatel
Submarine Networks, Reach Ltd., Reach Cable Networks Ltd. and
Reach Networks KK. FWACS is a $284,000,000-million project that
establishes cable linkage between, Japan, Hong Kong, Korea and
Taiwan.

The Order, issued following a settlement agreement, requires
cash payments to Alcatel to cure financial defaults and for work
done on FWACS.

The settlement term sheet states:

Effective Date: May 16, 2002

Parties: 1. All of the Debtors in Case Nos. 02-11732 through
            02-11736 and 02-11975 through 02-11979
            (ALG)(S.D.N.Y.), including without limitation FLAG
            Telecom Holdings Limited (FLAG Holdco) and FLAG Asia
            Limited (FAL)

         2. Reach Ltd., Reach Cable Networks Limited and Reach
            Networks KK (Japan), (collectively Reach)

         3. Alcatel Submarine Networks, ASN, and Alcatel,
            (collectively Alcatel)

Terms: 1. FAL and ASN are parties to a contract dated as of
          December 29, 2000 between FAL and ASN that provides
          for construction of the FLAG West Asia Cable System
          (FWACS). FLAG Holdco has issued a payment guaranty in
          favor of ASN with regard to FAL's payment obligations
          under the FWACS Contract. Reach and ASN and Fujitsu
          Limited (Fujitsu) are parties to a contract dated as
          of March 27, 2000, the NACS Contract, that provides
          for construction of the North Asia Cable System
          (NACS). Reach and FAL are parties to a number of
          agreements (collectively, the Reach Agreements)
          providing for construction, maintenance, operation and
          joint ownership of Reach and FAL in FWACS and NACS
          which, in accordance with the terms of the Reach
          Agreements, are to be combined into and operated as
          the FLAG North Asia Cable Loop (FNAL). Under the FWACS
          Contract, FAL has certain payment obligations to
          Alcatel; under the Reach Agreements, Reach has certain
          obligations to reimburse FAL for one-half of certain
          of those payment obligations to Alcatel. Under the
          NACS Contract, Reach has certain payment obligations
          to Alcatel; under the Reach Agreements, FAL has
          certain obligations to reimburse Reach for one-half of
          certain of those payment obligations to Alcatel. The
          parties agree to restructure those obligations so that
          reimbursement obligations of amounts due to Alcatel
          are converted into amounts directly owing to Alcatel,
          thereby relieving the direct obligors under the FWACS
          Contract and the NACS Contract direct obligors under
          the FWACS Contract and the NACS Contract respectively
          of any existing, further or additional liability to
          Alcatel for those amounts and to amend the payment
          obligations among the parties in those contracts as
          set forth below.

       2. FLAG Holdco's obligations under the Guaranty and FAL's
          financial obligations to Alcatel under the FWACS
          Contract and reimbursement obligations of amounts due
          to Reach with respect to Alcatel under the NACS
          Contract shall be satisfied in full as follows:

             $10 million of cash, $6 million payable as soon as
             possible after court approval of the payment (the
             Initial Payment) and $4 million payable on
             Provisional Acceptance of the Final Phase of the
             FWACS Contract.  This will occur promptly in
             accordance with Section 6.2.1 of the FWACS Contract
             and which will not unreasonably be delayed by FAL;
             to the extent that FAL and Alcatel disagree
             regarding when Provisional Acceptance of the Final
             Phase of the FWACS Contract has occurred, the
             disagreement will be resolved by the Dispute
             Resolution Procedure, as subsequently defined
             herein.

             a $25 million claim, with respect to which Alcatel
             will agree to receive pro rata equity consideration
             identical to the equity consideration distributed
             on account of claims of the FLAG Limited
             Bondholders under a Plan of Reorganization of the
             Debtors (the Plan), in the event that such a Plan
             is confirmed. In the event the Plan is not
             confirmed, Alcatel will have a $25 million
             unsecured claim against FAL.

             A FAL Note dated the Effective Date in a face
             amount equal to FAL's one-half share of the
             approximately $44 million owed by Reach to Alcatel
             under the NACS Contract; the initial principal
             amount of the Note will be in a face amount equal
             to the payment due from Reach to Alcatel under the
             NACS Contract on the Effective Date pursuant to the
             terms of this Term Sheet; as additional amounts
             become due from Reach to Alcatel under the NACS
             Contract, as amended hereby, identical amounts will
             be added to this FAL Note so that at all times,
             other than as reflects payment thereon to Alcatel
             by FAL, the principal amount will equal amounts
             paid by Reach to Alcatel under the NACS Contract
             and this Term Sheet after the date hereof.

             An additional FAL Note dated the Effective Date in
             the face amount of $5,250,000.

          The basic financial terms of the FAL Notes will be:

            (a) the FAL Notes will mature on September 30, 2005;
                $7,000,000 principal amount will be due on
                September 30, 2003, $9,000,000 principal amount
                will be due on September 30, 2003, $9,000,000
                principal amount will be due on September 30,
                2004 and the remaining principal balance will be
                due on September 30, 2005

            (b) FAL Notes, together with the Reach Note, will
                be senior to all other FAL indebtedness, and
                will be freely marketable

            (c) Per annum interest rate of 7%, payable quarterly
                in arrears

            (d) Redeemable by FAL at par (including accrued and
                unpaid interest)

            (e) Secured by one fiber pair and related equipment
                and rights on FNAL in which FAL has an ownership
                interest, subject in all respect to Reach's
                quiet enjoyment and similar limitations on the
                pledge of property set forth in the Reach
                Agreements

            (f) All FAL Notes issues to Alcatel will be assumed
                by Reorganized FLAG Holdco, and be unimpaired,
                under the Plan

            (g) The FAL Notes will contain a limitation of
                indebtedness covenant to be agreed among
                Alcatel, FAL and the Official Committee of
                Unsecured Creditors of the Debtors

            Except as expressly set forth in this Term Sheet,
            Alcatel and FAL each will perform all of its
            respective obligations under the FWACS Contract for
            no additional consideration other than as provided
            under the FWACS Contract (i) with respect to changes
            to the Plan of Work under the FWACS Contract and
            (ii) with respect to ongoing post-petition
            maintenance and other operational, as opposed to
            construction, charges.

            On the Effective Date, Alcatel will withdraw its
            notice of suspension of the FWACS Contract dated
            March 29, 2002 and will withdraw its objection
            to the Certificate of Provisional Acceptance of
            Phase One under the FWACS Contract dated May 3,
            2002. FAL will, on the Effective Date, remove
            the stated defect of inadequate depth of burial
            of the Phase One Cable from the list of
            Outstanding Work Items attached to the
            Certificate of Provisional Acceptance of Phase
            One under the FWACS Contract (the Certificate).
            Reach will, on the Effective Date, withdraw its
            objection to issuance of the Certificate,
            provided, however, that this does not relieve
            Alcatel of its obligation to cure all Outstanding
            Work Items attached to the Certificate, as
            amended hereby.

      3. Reach's financial obligations to Alcatel under
         the NACS Contract and reimbursement obligations of
         amounts due to FAL from Reach with respect to
         Alcatel under the FWACS Contract will be satisfied
         with respect to Alcatel under the FWACS Contract
         will be satisfied in full as follows:

            Reach agrees to pay to Alcatel $22 million, which
            represents one-half of the amounts that remain to be
            paid under the NACS Contract, as follows: (i) 25% on
            the Effective Date, (ii) 25% upon execution of
            final, binding documentation effecting the terms set
            out in this term sheet (the Final Documents) and
            (iii) the remaining balance of such one-half amount
            pro rated and in accordance with the invoice
            schedule set forth in the NACS Contract, trued up to
            actual costs under the NACS Contract.

            Reach agrees to pay to Alcatel approximately
            $41,000,000, which represents approximately one-half
            of the amounts that remain to be paid under the
            FWACS Contract, as follows: (i) 25% on the Effective
            Date, (ii) 25% upon execution of the Final
            Documents, (iii) 25% upon Provisional Acceptance of
            the Final Phase of the FWACS Contract and (iv) the
            remaining balance upon completion by Alcatel to
            FAL's and Reach's reasonable satisfaction of all
            outstanding work, including Outstanding Work List
            items (both now known and subsequently identified)
            for all phases under the FWACS Contract, trued up to
            actual costs under the FWACS Contract; to the extent
            that any of FAL, Reach and Alcatel disagree
            regarding when the remaining balance of payment is
            due, the disagreement will be resolved by the
            Dispute Resolution Procedure, as subsequently
            defined herein.

            Except as expressly set forth in this Term Sheet,
            Alcatel will perform all of its respective
            obligations under the NACS Contract for no
            additional consideration other than as provided
            under the NACS Contract (i) with respect to changes
            to the scope of work under the NACS Contract and
            (ii) with respect to ongoing post-petition
            maintenance and other operational, as opposed to
            construction, charges. In no event will Reach be
            required or obligated to pay any cost, expense or
            claim with respect to any remedial work necessary or
            required in order to cause Phase One of the FWACS
            Contract to comply with the technical specifications
            under the FWACS Contract.

      4. FAL's financial obligations to Reach with respect to
         Fujitsu under the Reach Agreements for reimbursement
         obligations of amounts payable by Reach to Fujitsu
         under the NACS Contract will be satisfied in full:

            On the date when Reach first owes monies to
            Fujitsu with regard to construction of the NACS and
            as to which FAL would have had a reimbursement
            obligation to Reach under the Reach Agreements but
            for the amendments to the Reach Agreements pursuant
            to the terms of this Term Sheet but without regard
            to the Chapter 11 filing by FAL, this Term Sheet but
            without regard to the Chapter 11 filing by FAL, FAL
            will issue to Reach a note (the Reach Note) in a
            face amount equal to FAL's one-half share of the
            approximately $11,000,000 owed by Reach to Fujitsu.
            This Reach Note will have the same terms as the FAL
            Notes issued to Alcatel described above except as
            provided as follows: (i) the Reach Note will be
            secured by the same fiber pair and related equipment
            on FNAL securing the FAL Notes; Reach's rights in
            and to such collateral will be pari passu and pro
            rata with Alcatel and will be subject to the terms
            of an inter-creditor agreement between Reach and
            Alcatel to be agreed, (ii) the Reach Note will
            mature on April 23, 2005; provided, however, that
            of an Assumption (as hereinafter defined) occurs,
            the Reach Note will mature on April 23, 2003, (iii)
            the Reach Note will be subject to the set-off
            arrangements provided in Section 6, (iv) the
            Reach Note will contain covenants that no dividends
            or other distributions to equity holders of FAL or
            on account of FAL's assets will be made until the
            Reach Note is paid in full, (v) the Reach Note will
            not be assumed by Reorganized FLAG Holdco and (vi)
            the Reach Note and the FLAG Holdco performance
            guaranty in favor of Reach will be assumed and will
            survive confirmation of the Plan.

      5. Reach's financial obligations to FAL under the Reach
         Agreements for reimbursement obligations of amounts
         payable by FAL under the FWACS Contract with respect to
         Alcatel will be satisfied in full by the terms herein
         related to consideration provided to Alcatel and be
         discharged on the Effective Date. FAL's financial
         obligations to Reach under the Reach Agreements for
         reimbursement obligations of amounts payable by Reach
         under the NACS Contract with respect to Alcatel will
         be satisfied in full by the terms herein related to
         consideration provided to Alcatel and be discharged on
         the Effective Date. The provisions of this Section 5 do
         not apply to contract variations agreed to by Reach and
         FAL after the Effective Date or to O&M charges after
         the Effective Date.

      6. Other than with respect to Fujitsu, the Debtors agree
         to pay to Reach in cash, by September 1, 2002, an
         amount equal to the aggregate of (i) the amount
         necessary to "cure" all other outstanding monetary
         defaults under the Reach Agreements and all other
         contracts with Reach as of the Effective Date, both
         pre- and post-petition and (ii) all post-petition
         amounts due to Reach for post-petition services
         rendered under or pursuant to the Reach Agreements,
         provided, however, that the amount will be reduced by
         all amounts owed to the Debtors and the non-debtor
         affiliates of FAL (the FLAG Entities) by Reach as of
         the Effective Date and by all additional amounts owed
         to the Debtors and the FLAG Entities by Reach between
         the Effective Date and September 1, 2002. If, on
         September 1, 2002, the net balance of the above amounts
         reflects a balance in favor of the Debtors, the
         balance will be credited as an balance in favor of the
         Debtors.  The balance will be credited as an immediate
         prepayment of the Reach Note in favor of Reach. Amounts
         owing between the parties after September 1, 2002 will
         be payable by means of setting off amounts due to and
         due from Reach and FAL and its non-debtor subsidiaries,
         respectively, as soon as reasonably practicable
         following the end of each calendar quarter year
         subsequent to September 1, 2002 (i.e. on September 30,
         2002, December 31, 2002, March 31, 2003, etc.). If a
         balance is due to FAL and its non-debtor subsidiaries
         from Reach, this amount will be applied to reduce the
         outstanding balance of the Reach Note or, if the Reach
         Note has been satisfied in full, paid to FAL
         and its non-debtor subsidiaries in cash, and if a
         balance is due to Reach from FAL and its non-debtor
         subsidiaries, paid to Reach in cash.

      7. Other than as provided for herein, Alcatel will
         release all claims against FLAG Holdco and FAL or
         for amounts it may seek payment for from Reach
         pursuant to the terms of this Term Sheet other than
         (i) claims arising after the Effective Date under
         the FWACS Contract,(ii) claims arising under
         Articles 5.4, 8.1, 9.1, 9.2, 9.3, 10, 19, 20, 24 and
         30 of the FWACS Contract (the Additional Alcatel
         Preserved Claims) and (iii) counterclaims and
         affirmative defenses to claims preserved for FLAG
         Holdco and FAL under Section 8 of this Term Sheet.
         Alcatel's remedies for the retained claims against
         FLAG Holdco and FAL with respect to the Additional
         Alcatel Preserved Claims will be limited solely to
         injunctive relief, specific performance or excuse of
         performance but in no event will include the
         payment of any funds by FLAG Holdco or FAL to
         Alcatel. No existing default of failure by FAL will
         excuse performance by Alcatel under the FWACS
         Contract.

      8. Other than as provided for herein, on the
         Effective Date Flag Holdco and FAL will release all
         claims against Alcatel other than (i) warranty
         claims under the FWACS Contract, (ii) claims arising
         under the FWACS Contract after the Effective Date,
         iii) claims arising under Articles 5.7, 7 (to the
         extent modified herein), 8.1, 9.1, 9.2, 9.3, 10, 19,
         20, 24 and 30 of the FWACS Contract and (iv)
         counterclaims and affirmative defenses to claims
         preserved for Alcatel under Section 7 of this Term
         Sheet. Notwithstanding the foregoing, on the date
         that the Final Documents are executed, the Debtors,
         on behalf of themselves and their respective Chapter
         11 estates, will waive and release, and agree not
         to seek recovery with respect to, any claims and
         causes of action against Alcatel existing as of the
         Effective Date relating to the FWACS Contract and
         arising under Sections 105, 362, 502, 510, 541, 544,
         545, 547, 548, 549, 550 and 553 of Title 11, United
         States Code, including, without limitation, their
         potential preference action against Alcatel for the
         approximately $22,000,000 paid by the Debtors prior
         to filing for Chapter 11 protection and all claims
         and causes of action asserted or assertable in Adv.
         Proc. No. 7 claims and causes of action asserted or
         assertable in Adv. Proc. No. 02-02270 (the Adv.
         Proc.). Further without limiting the foregoing, FLAG
         Holdco and FAL will release all claims against
         Alcatel for liquidated damages pursuant to Section 7
         of the FWACS Contract with respect to the Ready for
         Provisional Acceptance date for Phase One, and Reach
         will consent to the release.

      9. On the Effective Date, the Debtors, on behalf of
         themselves and their respective Chapter 11 estates,
         will waive and release, and agree not to seek recovery
         with respect to, any claims and causes of action
         against Reach existing as of the Effective Date
         relating to the Reach Agreements and arising under
         Sections 105, 362, 502, 510, 541, 544, 545, 547, 548,
         549, 550 and 553 of Title 11, United States Code,
         including, without limitation, any potential action
         against Reach for amounts paid by FAL to Reach prior to
         filing for Chapter 11 protection.

     10. For purposes of this Term Sheet, "Dispute Resolution
         Procedure" will have the following meaning. Solely as
         to those disputes in which the Dispute Resolution
         Procedures have been expressly referenced in this Term
         Sheet, the parties to the dispute will involve
         appropriate members of their senior management teams to
         attempt to resolve the dispute as soon as reasonably
         possible. If, after such diligent efforts, the dispute
         is not resolved, it must immediately be submitted to
         resolution by a single arbitrator agreed to by such
         parties.  If the parties can not agree on a single
         arbitrator, the choice of a single arbitrator will be
         submitted to the Bankruptcy Court for the Debtors'
         Chapter 11 cases for prompt selection of an arbitrator.
         The arbitrator selected will use the procedures as he
         or she deems appropriate to reach a speedy resolution
         of the dispute.

     11. The FWACS Contract will be amended so that the Ready
         for Provisional Acceptance date for delivery of each of
         Phases Two and Three will be deemed to be 30 days
         later than now provided in the FWACS Contract for the
         sole purposes of determining whether any liquidated
         damages are due with regard to delivery of such Phases
         and, if so, due, the amount of such liquidated damages.

     12. Alcatel, on the one hand, and the Debtors on the other
         hand, must submit a joint dismissal of the Adv. Proc.,
         with prejudice and without costs.

     13. Subject to Final Documents being executed, Alcatel
         agrees to vote its claims against FAL and FLAG Holdco
         in favor of a plan of reorganization that provides
         treatment for Alcatel's claims against such entities
         pursuant to the FWACS Contract and the Guaranty
         consistent with the terms of this Term Sheet. If Reach
         has claims against FAL and/or FLAG Holdco, it agrees
         not to oppose a plan of against FAL and/or FLAG Holdco,
         it agrees not to oppose a plan of reorganization that
         provides treatment for such claims against such
         entities consistent with the terms of this Term Sheet,
         provided, however, that Reach may oppose any plan of
         reorganization that seeks to substantively consolidate
         FAL's assets and liabilities with the assets and
         liabilities of any of the other Debtors. The Debtors do
         not object to Alcatel's continued service on the
         official unsecured creditors' committee (the Committee)
         appointed in the Chapter 11 cases of the "Debtors."
         The Debtors acknowledge that Alcatel may exercise any
         and all of its rights as a creditor in the Debtors'
         Chapter 11 cases.  This is provided, however that (i)
         in no event will Alcatel take a position or assert a
         claim, cause of action or objection in the Debtors'
         Chapter 11 cases (other than to the extent of a
         position taken by the Committee in accordance with its
         by-laws) that is contrary to the express terms and
         provisions of this Term Sheet, and (ii) Alcatel will
         withdraw its objection to the Debtors' DIP financing
         and cash management motions, without prejudice to
         Alcatel's rights to object to like motions as a member
         of the Committee or in the event that the terms and
         conditions proposed by the Debtors with respect thereto
         are materially different from the terms and provisions
         of the interim orders entered by the Bankruptcy Court
         with respect thereto.  There is also a provision that
         the DIP financing order and the budget on which the
         order is based will provide for payment of ongoing
         post-petition maintenance costs of FWACS and FNAL in
         accordance with FAL's existing Marine Maintenance
         Agreements. The Debtors acknowledge that Reach may
         exercise any and all of its rights as a creditor in the
         Debtors' Chapter 11 cases.  This is provided, however,
         that (i) in no event will Reach take a position or
         assert a claim, cause of action or objection in the
         Debtors' Chapter 11 cases that is contrary to the
         express terms and provisions of this Term Sheet, (ii)
         Reach will withdraw its objection to the Debtors' DIP
         financing and cash management motions, without
         prejudice to Reach's rights to object to the motions in
         the event that the terms and conditions proposed by the
         Debtors with respect thereto are materially different
         from the terms and provisions of the interim orders
         entered by the Bankruptcy Court with respect thereto,
         and (iii) Reach will withdraw its additional objections
         and motions filed on May 8, 2002.  There is also a
         provision that the DIP financing order and the budget
         on which the order is based willl provide for payment
         of ongoing post-petition maintenance costs of NACS and
         FWACS and FNAL in accordance with FAL's existing
         maintenance agreements and for payments owing to FAL's
         employees, Alcatel, Reach and third parties pursuant to
         the terms hereof or any contract with FAL.

     14. FLAG Holdco and FAL agree to establish an escrow
         account with an initial balance of $3 million to fund
         ongoing post-petition employee costs and operational
         and maintenance costs of NACS and FWACS and FNAL and
         for payments owing to FAL's employees, FWACS and FNAL
         and for payments owing to FAL's employees, Alcatel,
         Reach and third parties related thereto. At the end of
         each calendar month, FLAG Holdco agrees to top up that
         escrow account to $3,000,000. This escrow account will
         terminate and the funds therein be paid to FLAG Holdco
         upon the confirmation of the Plan, net of any accrued
         and unpaid costs or expenses due from FAL which are to
         be paid from the account. Reach agrees that with
         regard to monies currently owed by Reach to affiliates
         of FLAG Holdco but unrelated to FNAL, it will pay the
         amount promptly after the Effective Date and the
         initial funding of the escrow account will come from
         these funds.  To the extent that such payment is less
         than $3,000,000, the remaining funds necessary to bring
         the initial escrow account balance to $3,000,000 will
         be paid from FLAG Holdco (the parties' current estimate
         is that the number owed by Reach is between $2,000,000
         and $3,000,000, but the final number will be agreed
         between FLAG Holdco and Reach as soon as reasonably
         practicable). FAL further agrees (i) to notify Reach in
         writing if at ay time the balance in the escrow
         account is less than $1,000,000 or if, based on
         payments to be made from the account, FAL reasonably
         expects the balance to fall below $1,000,000 if and
         when checks issued from such account are honored, (ii)
         to provide to Reach a biweekly reconciliation, on or
         prior to the third business day following each such bi-
         weekly period, of the amount on deposit in the escrow
         account, all issued and outstanding checks written
         against the escrow account and an itemization, broken
         out by payee, of all amounts paid by FAL from the
         account.

     15. FAL agrees to assume, as amended hereby, the FWACS
         Contract, the Reach Agreements and the Marine
         Maintenance Agreement dated July 31, 2001 between FAL
         and Alcatel (the Marine Maintenance Agreement), as of
         the Effective Date. FAL agrees to pay to Alcatel on the
         Effective Date $1,443,806 in satisfaction of FAL's
         obligation to cure defaults under the Marine
         Maintenance Agreement prior to the assumption hereof.

     16. The Reach Agreements will be amended as follows, with
         these provisions applicable only during the pendency of
         the Debtors' Chapter 11 proceedings. FAL will permit
         Reach to manage the Station Landing Terminal Equipment
         that is part of FNAL and is owned by Reach. If a
         Material Default (as defined below) occurs, Reach will
         give written notice to FAL. If a Material
         Default is not cured within five New York business days
         of receipt of such notice, or a court order has not
         been obtained in the time period prohibiting the
         action, Reach may, by notice to FAL, assume any or all
         of FAL's Operations & Maintenance (O&M) obligations
         with regard to FNAL as Reach designates (the
         Assumption). If the Assumption occurs, FAL will
         reimburse Reach for its share of the costs and expenses
         of the O&M obligations, in accordance with the costs
         and expenses of the O&M obligations, in accordance
         with the principles of the Reach Agreements. If the
         Assumption occurs, FAL will also cooperate with Reach
         in transferring the responsibilities and in assisting
         Reach in the transition and ASN hereby consents in
         the circumstances to FAL's assignment to Reach of the
         Marine Maintenance Agreement and all intellectual
         property, including any software furnished or licensed
         by Alcatel to FAL and necessary or required by Reach in
         order to assume any or all of the O&M obligations. If
         the Assumption occurs, all source codes, system
         configuration information and other information as
         Reach reasonably requires to perform the tasks
         will be provided to Reach by FAL. In addition, to the
         extent reasonably feasible, copies of the information
         will be placed in escrow as soon as reasonably feasible
         for release to Reach upon the occurrence of the
         Assumption. In addition, Alcatel agrees to provide
         training to Reach's personnel as reasonably required to
         enable Reach to assume the obligations, at no
         cost or expense to Reach. "Material Default"  means
         (i) a material and continuing failure of FAL to comply
         with the O&M Plan for FNAL, as it may be amended from
         time to time, (ii) a material and continuing failure of
         FAL to provide personnel necessary for compliance with
         the O&M Plan, as it may be amended from time to time or
         (iii) the conversion of the Debtors' Chapter 11 cases
         to Chapter 7 proceedings.  This is provided, however,
         that FAL's failure to supply personnel to the Taiwan
         landing station prior to June 15, 2002 does not
         constitute a Material Default so long as during the
         time FAL cooperates fully with Reach in making
         alternative arrangements. FAL and Reach also agree to
         negotiate in good faith modifications to the existing
         O&M Plan. The parties hereto further agree that Reach
         may, but is not required to, seek an expedited hearing,
         including the scheduling of a telephonic hearing if
         the procedure is acceptable to the Bankruptcy Court,
         notwithstanding that an applicable cure period has not
         yet expired, in order to seek an immediate transferring
         of any O&M obligations or such other relief as may be
         appropriate under the circumstances then prevailing,
         all without prejudice to the right of FAL to oppose the
         substance of the relief actually sought by Reach.

     17. The Reach Agreements will also be amended as follows.
         FAL will not issue any additional Provisional or Final
         Acceptance Certificates under the FWACS Contract
         without Reach's prior written approval.  This is
         provided, however, that the approval will not be
         unreasonably withheld or delayed nor will it be
         withheld or delayed for reasons not relating to the
         state of completion of, or to Alcatel's compliance with
         the technical specifications for the relevant work
         under the FWACS Contract.

     18. In a prior Term Sheet presented to the Bankruptcy Court
         (which is replaced in its entirety by this Term Sheet),
         Alcatel was to have been provided financial information
         to enable it to determine the acceptability of the
         terms hereof. Alcatel waives the requirement.

Implementation

    The parties will seek as expeditiously as possible approval
    of the Debtors' Joint Provisional Liquidators and of the
    Bankruptcy Court for the terms of this settlement.

    The parties will seek entry of an order by the Bankruptcy
    Court, not later than the Effective Date, (i) approving the
    terms of the settlement, (ii) authorizing the amendment and
    assignment of the contracts detailed above and (iii)
    authorizing the cash payments to be made by the Debtors
    hereunder, including authorizing use of cash from FLAG
    Holdco for these purposes.

    As soon as practicable after the Effective Date, the parties
    agree to draft, negotiate and execute the Final Documents.

    This Term Sheet and the Final Documents will be binding on
    FAL's subsidiaries. (Flag Telecom Bankruptcy News, Issue No.
    8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Completes North Asian Loop Cable System
-----------------------------------------------------
FLAG Telecom Holdings Limited (Nasdaq: FTHLQ; LSE: FTL), along
with its group companies, has reached another major milestone in
the completion of the FLAG North Asian Loop cable system, or
"FNAL", further cementing FLAG Telecom's position as a leading
independent network services provider in the Asian region.

Ed McCormack, Chief Operating Officer said, "As part of the
continuing progress being made on the construction of FNAL, we
are pleased to announce that another major segment, the route
between Seoul, Korea and Tokyo, Japan has been brought into
service. This is the second segment of the system to go into
service. The first segment, between Hong Kong and Tokyo, which
was constructed by Reach, has been in service since last year.
The remaining segment from Seoul to Hong Kong, required to close
the loop, is at a very advanced stage and is expected to enter
service this quarter."

This announcement follows the order entered by the U.S.
Bankruptcy Court on May 14th, 2002, confirming the agreement
among FLAG, Reach and Alcatel to enable FNAL to be completed.
Alcatel is the main supplier for FNAL. Completion of FNAL may
provide FLAG Telecom with an additional source of revenue as it
continues the process of restructuring.

FNAL is an integral part of the FLAG global network, providing
reinforcement to the traffic flows on the FLAG Europe Asia cable
in the Asia region. It is a high capacity six fiber pair
redundant loop system, upgradeable using leading Dense Wave
Division Multiplexing technology. Following loop closure, it
will allow FLAG Telecom to support the strong growth in intra-
Asia Internet traffic and provide intra-regional, city-to-city
connectivity between Hong Kong, Seoul, Tokyo and Taipei, and on
to the rest of the world.  

The FLAG Telecom Group is a leading global network services
provider and independent carriers' carrier providing an
innovative range of products and services to the international
carrier community, ASPs and ISPs across an international network
platform designed to support the next generation of IP over
optical data networks. On April 12 and April 23, 2002, FLAG
Telecom Holdings Limited and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York. Also, FLAG Telecom
Holdings Limited and the other companies continue to operate
their businesses as Debtors In Possession under Chapter 11
protection. FLAG Telecom Holdings Limited and certain of its
Bermuda-registered subsidiaries - FLAG Limited, FLAG Atlantic  
Limited and FLAG Asia Limited - filed parallel proceedings in
Bermuda to seek the appointment of provisional liquidators to
obtain a moratorium to preserve the companies from creditor
actions. Provisional liquidators were appointed and part of
their role is to oversee and liaise with the directors of the
companies in effecting a reorganization under Chapter 11. Recent
news releases and further information are on FLAG Telecom's Web
site at: http://www.flagtelecom.com


FLORSHEIM GROUP: Completes Sale of U.S. Assets to Weyco Group
-------------------------------------------------------------
Florsheim Group Inc. has completed the previously announced sale
of its U.S. assets to the Weyco Group, Inc. (NASDAQ:WEYS). The
sale to Weyco included the U.S. wholesale business and 23 retail
stores. Cash proceeds were approximately $45.6 million, and are
subject to post closing adjustment.

Florsheim said that it expects to complete the sale to Weyco of
the assets of its European operations in June 2002. The Company
received $1.1 million, which is being held in escrow, to fund
the purchase of the European assets.

Proceeds of the sales will be used to pay certain Chapter 11
administrative expenses and reduce amounts outstanding under
Florsheim's debtor in possession financing facility.


FRUIT OF THE LOOM: Wants to File Prosecution Pact Under Seal
------------------------------------------------------------
Fruit of the Loom and NWI Land Management ask Judge Walsh for
permission to file their Joint Prosecution Agreement under seal.  
The Debtors, Velsicol Chemical Corporation, True Specialty
Corporation, the U.S. Environmental Protection Agency and the
states of New Jersey, Illinois, Michigan and Tennessee
negotiated the Prosecution Agreement. The Prosecution Agreement
relates to insurance litigation issues between the parties.

Risa M. Rosenberg, Esq., of Milbank, Tweed, Hadley & McCloy
informs the Court that the Joint Prosecution Agreement is a
necessary adjunct to the Environmental Settlement Agreement.  
Ms. Rosenberg asserts that the Prosecution Agreement is plainly
the type of confidential material that Section 107(a) and
Bankrutpcy Rule 9018 is intended to protect. According to Ms.
Rosenberg, public disclosure of the Prosecution Agreement's
terms is certain to give insurers the upper hand in future
settlement discussions and is likely to reduce the amount of
recovery for the parties trying to settle these matters.  
Confidentiality among the parties was a stipulation before
negotiations proceeded.

The settling parties propose to provide a copy of the
Prosecution Agreement to the U.S. Trustee, counsel for the
Committee and other appropriate parties-in-interest, upon
written request and execution of a confidentiality agreement.

What is Fruit of the Loom trying to hide, wonders Leonard P.
Goldberger, Esq., of the law firm White & Williams, in
Philadelphia. His client, Travelers Casualty and Surety Company
and Travelers Indemnity Company do not want the Joint
Prosecution Agreement filed under seal.

Travelers issued certain insurance policies under which one or
more of the jointly-administered debtors may seek coverage.  
Travelers is also a party to an Agreement of Settlement,
Compromise, and Release dated August 14, 1995 with Fruit of the
Loom and NWI. Travelers holds certain contingent indemnification
claims, arising out of, or in connection with, the 1995
Settlement Agreement.

Mr. Goldberger informs the Court that on April 9, 2002,
Travelers submitted a written request to the Debtors' counsel to
review the Joint Prosecution Agreement, indicating that it was
willing to execute a confidentiality agreement. On April 10,
2002, the Debtors' counsel responded that the request would be
considered. As of the date of this Objection, the Debtors'
counsel has not yet permitted Travelers to review the
Prosecution Agreement.

Mr. Goldberger is fairly confident that the Joint Prosecution
Agreement does not contain trade secrets, confidential research
or development information, scandalous or defamatory matter, or
governmental matters made confidential by statute or regulation.
At most, as the Debtors admit, the Joint Prosecution Agreement
is "confidential . . .commercial information."

Due to the 1995 Settlement Agreement, Travelers position is
different from that of other insurers. Hence, Travelers should
be permitted to review the Joint Prosecution Agreement to verify
that it is consistent with the Debtors responsibilities under,
and the goals of, the 1995 Settlement Agreement. Assuming the
agreements are consistent, disclosing the Joint Prosecution
Agreement to Travelers will not give Travelers any strategic
advantage because there would be no impact on the Debtors'
liability.

Mr. Goldberger holds that Travelers does not know whether it is
among the "certain insurers" affected by the Joint Prosecution
Agreement. However, factual data, such as the identity of
insurers affected, is not entitled to confidentiality.

Unless and until the Debtors can demonstrate an appropriate
basis for keeping the Joint Prosecution Agreement
unconditionally sealed, Travelers should be permitted to review
it upon execution of an appropriate confidentiality agreement,
which it is willing to do.

Transportation Insurance Company, Continental Casualty Company
and Continental Insurance Company, all affiliates of CNA, file a
joinder to Traveler's objection.  CNA has claims against Fruit
of the Loom and NWI.  Richard S. Cobb, Esq., of Klett, Rooney,
Lieber & Schorling, in Wilmington, counsel for CNA, tells Judge
Walsh that his client verbally requested a copy of the Joint
Prosecution Agreement and offered to sign a confidentiality
agreement at the Confirmation Hearing on April 19, 2002.  
Promising to forward the request to the other parties-in-
interest, Fruit of the Loom counsel responded that she did not
have the authority to provide a copy of the Prosecution
Agreement.

Mark R. Owens, Esq., at Klett, Rooney, wrote a letter to Ms.
Rosenberg on April 23, 2002, requesting a copy of the
Prosecution Agreement.  Ms. Rosenberg responded in the negative
the next day via a letter.  She wrote, "As I advised you at the
hearing on April 19, 2002, we require the consent of the other
party to the Joint Prosecution Agreement in order to provide a
copy to third parties, even subject to a confidentiality
agreement.  I have inquired of Velsicol whether they consent to
providing a copy of the Joint Prosecution Agreement to CNA and
have been advised that they do not consent."

As a result, CNA joins Travelers in its objection to Debtors'
motion to file the Prosecution Agreement under seal.  CNA
maintains its willingness to sign a confidentiality agreement.
(Fruit of the Loom Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


GS INDUSTRIES INC: MidCoast Pitches Best Bid for Unit's Assets
--------------------------------------------------------------
GS Industries, Inc. announced that Midcoast Industries, LLC
submitted the highest and best offer to purchase substantially
all of the assets of its wholly-owned subsidiary Georgetown
Steel Corporation.

The Midcoast Offer was received during an auction held on May
20, 2002, pursuant to an Order of the United States Bankruptcy
Court for the Western District of North Carolina. The purchase
agreement will be submitted to the Bankruptcy Court for approval
with an anticipated closing in early July.

Mark Essig, Chief Executive Officer of GS Industries, Inc.,
stated "This is another significant step in our efforts to
maximize recovery to the creditors of the company."

Headquartered in Charlotte, GS Industries has been reorganizing
under Chapter 11 bankruptcy protection since February, 2001.


GLOBAL CROSSING: US Trustee Amends Creditors' Panel Membership
--------------------------------------------------------------
Pursuant to Section 1102(a) and 1102(b) of the Bankruptcy Code,
the U.S. Trustee amends his appointments to the Official
Committee of Unsecured Creditors of Global Crossing Ltd., and
its debtor-affiliates for the second time by replacing
Nationwide Insurance with Wilmington Trust Company.  This change
in the Committee's membership was effective May 15, 2002.  The
Committee is now composed of:

    A. Alcatel and affiliates
         15540 North Lombard Street, Portland, OR 97203-6428
         Attention: Mr. Richard Nilsson, President
         Phone: (503) 240-4010

    B. Aegon USA Investment Management, LLC
        4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499
        Attention: Mr. Brian Elliott
        Phone: (319) 398-8988  Telecopier: (319) 369-2009

    C. The Bank of New York as Indenture Trustee
        5 Penn Plaza, 13th Floor, New York, New York 10001
        Attention: Mr. Gary Bush, Vice President
        Phone: (212) 896-7260  Telecopier: (212) 328-7302

    D. DuPont Capital Management
        One Righter Parkway, Suite 3200, Wilmington, DE 19803
        Attention: Mr. Ming Shao, Senior Portfolio Manager
        Phone: (302) 477-6070  Telecopier: (302) 677-6370

    E. Hartford Investment Management Company
        55 Farrington Avenue, 10th Floor, Hartford, CT 06105
        Attention: Mr. Mark Niland
        Phone: (860) 297-6175  Telecopier: (860) 297-8885

    F. Lucent Technologies Inc.
        600 Mountain Avenue, Murray Hill, New Jersey 07974-0636
        Attention: Mr. Rob Slater, Managing Director
        Phone: (908) 582-6687  Telecopier: (908) 582-6069

    G. Morgan Stanley Investment Management
        One Tower Bridge, West Conshohocken, PA 19428-2881
        Attention: Ms. Deanna L. Loughnane, Executive Director
        Phone: (610) 940-5000  Telecopier: (610) 260-7088

    H. Wilmington Trust Company, as Indenture Trustee
        520 Madison Avenue, New York, New York 10022
        Attention: Mr. James D. Nesci, Vice President
        Phone: (212) 415-0508

    I. Knights of Columbus
        1 Columbus Plaza, New Haven, Connecticut 06510
        Attention: Mr. Michael Terry, Vice President
        Phone: (203) 865-1710  Telecopier: (203) 772-0037

    J. PPM America
        225 West Wacker, Suite 1200, Chicago, IL 60606
        Attention: Mr. Joel Klein, Senior Managing Director
        Phone: (312) 634-2559  Telecopier: (312) 634-0728

    K. Teachers Insurance and Annuity Association of America
        730 Third Avenue, New York, New York 10017-3206
        Attention: Mr. Roi G. Chandy, Director
        Phone: (212) 916-6139  Telecopier: (212) 916-6140

    L. U.S. Trust Company
        499 Washington Blvd, Jersey City, New Jersey 07310
        Attention: Mr. Corwin Chen, Senior Vice President
        Phone: (201) 533-6875  Telecopier: (212) 597-0160

    M. Verizon Communications, Inc. c/o William Cummings
        1095 Avenue of the Americas, New York, New York 10036
        Phone: (212) 395-0802  Telecopier: (212) 302-9177
        (Global Crossing Bankruptcy News, Issue No. 10;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


H & E EQUIPMENT: S&P Assigns BB- Corporate Credit Rating
--------------------------------------------------------
On May 20, 2002, Standard & Poor's assigned its double-'B'-minus
corporate credit rating to a privately held H&E Equipment
Services L.L.C. At the same time, Standard & Poor's assigned its
double-'B'-plus secured bank loan rating to the company's
proposed $125 million, five-year senior secured revolving credit
facility ($50 million drawn at close). In addition, Standard &
Poor's assigned its single-'B' secured debt rating to the
company's proposed offering of $275 million senior secured notes
due 2012 (144A with registration rights).

The ratings on H&E Equipment reflect the company's position as a
large provider of equipment rentals in the U.S., its geographic
location in high growth markets, and customer diversity with
some exposure to the cyclical construction and industrial
markets, offset by its high debt leverage and aggressive
financial policy.

H&E Equipment is being formed by the combination of two
equipment rental companies, Head & Engquist Equipment L.L.C. and
ICM Equipment Company L.L.C., both of which operate in
contiguous geographical markets with a similar integrated rental
operating model. The combined company offers primarily four
categories of construction and industrial equipment through a
network of 47 locations in 15 states in the Intermountain and
Gulf Coast regions of the U.S. The proposed financing for H&E
Equipment will be used in connection with the combination.

Demand for rental equipment slowed in fiscal 2001 with
relatively flat sales. The equipment rental industry will remain
challenging for fiscal 2002, with near-term rental revenue
growth rates expected to remain relatively flat, and potential
for low- to mid-single digit growth in the second half of fiscal
2002. The potential growth reflects the continued outsourcing
trends and efforts by customers to reduce fixed-capital
investments, and some recovery in the U.S. economy in the second
half of fiscal 2002.

H&E Equipment's balance sheet is leveraged, with total debt to
EBITDA at 3.6 times and EBITDA to cash interest coverage of 2.7x
on a pro forma basis. Nevertheless, management has committed to
deleveraging. Free cash flow from operations is expected to be
positive in 2002. H&E Equipment plans to focus on the
integration of the two companies in fiscal 2002. Their similar
rental model approach should allow H&E Equipment to integrate
relatively easily and generate synergies that are not factored
into the company's model. Standard & Poor's expects total debt
to EBITDA to average about 3x in the future. In addition, the
ratio of funds from operations to total debt is expected to
average in the 20% area in the next few years.

The bank loan is rated two notches above the corporate credit
rating. Based on Standard & Poor's simulated default scenario,
which severely stresses asset values, there is high confidence
of full recovery of principal. This facility is secured by a
fully perfected first priority security interest in all assets
and has a borrowing base that is comprised of accounts
receivable, inventory, and the rental equipment fleet. Fleet
assets are fairly young at 28 months and, if well maintained,
could generate sufficient liquidity. The used equipment market
is fairly defined and unlike fixed capital of a manufacturing
plant, it is mobile.

                      Outlook: Stable

The rating is not expected to change over the intermediate term
because the company will be focused on the integration of two
businesses in a challenging and competitive business
environment. Disciplined growth, absent significant
acquisitions, and the maintenance of its financial profile,
which includes satisfactory cash flow protection, should sustain
credit quality.
Ratings List

                     Ratings Assigned

               H&E Equipment Services LLC

          * Corporate credit rating BB-/Stable/--

          * Secured bank loan rating BB+

          * Secured debt rating B


HIGH CASH PARTNERS: Must Restructure Outstanding Debt with RAMI
---------------------------------------------------------------
The financial statements for the period ended March 31, 2002, of
High Cash Partners L.P. have been prepared assuming that the
Partnership will continue as a going concern.  However, if the
Partnership is unable to refinance or otherwise restructure its
outstanding indebtedness to Resources Accrued Mortgage Investors
2 L.P. prior to the Extended Maturity Date, the Partnership will
lose its entire interest in its sole real estate asset. These
circumstances raise substantial doubt as to the Partnership's
ability to continue as a going concern.

The mortgage loan payable represents a first mortgage loan held
by RAM 2, a public limited partnership sponsored by affiliates
of the former general partners of the Partnership.  The Mortgage
Loan bears interest at the rate of 11.22% per annum, compounded
monthly and did not require payment until its original maturity
date of February 28, 2001. The principal balance, along with
deferred interest thereon, was $26,403,010 at March 31, 2002,
and aggregated approximately $25,000,000 at its original
maturity date of February 28, 2001.

Because the Partnership believed that it would be unable either
to repay or refinance the Mortgage  Loan at its original
maturity date of February 28, 2001, the Managing General Partner
negotiated and caused the Partnership to enter into a mortgage
loan modification agreement with RAM 2 in order to effect a
modification of the Mortgage Loan and prevent the immediate
foreclosure of the Mortgage Loan and the consequent loss of the
Property.

The Partnership entered into the Mortgage Loan Modification
Agreement with RAM 2 effective January 31, 2001.  Pursuant to
the terms of the Mortgage Loan Modification Agreement, RAM 2
agreed to forbear, for not less than one year and up to two
years, the exercise of its rights and remedies  under the
Mortgage Loan for the Partnership's failure to repay all amounts
due and payable  thereunder at its original maturity date of
February 28, 2001.  Under the Mortgage Loan Modification
Agreement, the deed to the Property, along with a bill of sale,
assignment of leases and other conveyance documents were placed
in escrow with counsel to RAM 2. The Conveyance Documents  will
not be released to RAM 2 until the earliest to occur of the
following dates:

     I.   Any date on which any action taken or omitted to be
taken by the Partnership in bad faith, intended to hinder or
impede RAM 2's exercise of its rights or remedies under the
terms of the Mortgage Loan Modification Agreement, remains
uncured for more than 10 days after notice thereof from RAM 2;

     II.  Any date on or after March 1, 2002, upon the closing
date of the sale or other conveyance of the Property (a) if RAM
2 identifies a bona fide third party purchaser to acquire the
Property, or (b) for any other reason deemed reasonably
necessary by RAM 2 to avoid a material economic disadvantage to
it; and

     III. March 1, 2003.

Unless the Partnership is able to arrange alternate financing or
a sale of the Property, of which there is no guarantee, the
Conveyance Documents can be released to RAM 2 at any time on or
before March 1, 2003, at and after which the Partnership will no
longer have any interest in the Property; however, there can be
no assurance that RAM 2 will not foreclose earlier under the
other terms of the Mortgage Loan Modification Agreement, as set
forth above.

The Mortgage Loan Modification Agreement further provides that,
from March 1, 2001, until such time as the Conveyance Documents
have been released, the Partnership will be entitled to receive
$100,000 per annum pro-rated monthly and paid monthly to the
extent cash flow generated by the Property permits and RAM 2
will be entitled to receive the balance of the net operating
income generated by the Property to be applied against current
interest and the outstanding principal and deferred interest on
the Mortgage Loan.  For the three months ended March 31, 2002,
the Partnership retained $25,000 of operating cash flow and
applied $502,401 to current interest incurred under the Mortgage
Loan.

The Partnership's sole real estate asset is a community shopping
center located in Reno, Nevada containing approximately 233,000
square feet of net leasable area.

The Partnership uses undistributed cash flow from operations as
its primary measure of liquidity.  As of March 31, 2002, working
capital reserves amounted to approximately $1,203,000 which does
not  include any amount which may be currently payable under the
Partnership's mortgage loan payable to RAM 2 or deferred
interest thereon.  Such reserves may be used to fund capital
expenditures,  insurance, real estate taxes and loan payments.  
All expenditures made during the quarter ended March 31, 2002
were funded from operations.

The Partnership realized a net loss of $368,381($3.78 per Unit)
for the three months ended March 31, 2002 compared to a net loss
of $387,684 ($3.98 per Unit) for the corresponding 2001 period,
a decreased loss of $19,303. The decreased loss was primarily
the result of a slight increase in revenues combined with an
overall decrease in costs and expenses.

Revenues increased slightly from 2001 to 2002, principally due
to increased rental income. Rental income increased slightly
from 2001 to 2002 as a result of scheduled increases in existing
leases.


ICOA INC: Independent Auditors Express Going Concern Doubt
----------------------------------------------------------
ICOA, Inc. has deployed an Internet pay phone terminal network.
The first terminals were deployed during the second quarter of
2001 in San Francisco International Airport. In the third
quarter of 2001, the Company experienced increasing utilization
of the terminals installed in San Francisco International
Airport, until the tragic events of September 11th. In the days
after the attack, there was an initial increase in usage. The
revenue on the terminals, while stabilizing in the fourth
quarter of 2001 did decline slightly in the first quarter of
2002. Offsetting much of the decline in service revenue was the
commencement in March of advertising and "paid content" services
on the terminals. The Company expects that this will become a
major source of revenue over the course of the year 2002. The
Company expects to deploy 50 terminals at Los Angeles
International Airport in the late second quarter or early third
quarter of 2002.

                      Results of operations

               Three months ended March 31, 2002

The Company's principal source of revenue is derived from the
ownership and operation of Internet pay phone terminals. The
first of these terminals are active in San Francisco
International Airport. In the current year, the Company
generated $43,914 in revenue from these terminals year to date,
versus no revenue in the same period last year. While current
year service revenue declined from previous quarters. In March
the Company began to bill for advertising and "paid content"
placements on its terminals.

                           Liquidity

Cash and cash equivalents were $3,425 and $1,870 at March 31,
2002 and March 31, 2001, respectively.

For the three months ended March 31, 2002 the Company had a
working capital deficit of $1,150,790. There were no capital
expenditures during the quarter.

During March 2002, the Company raised an aggregate of $26,250
(net of expenses) from the private placement of a short term
note and from an officer.

On July 25, 2001, the Company received notice from World
Capital, Inc. (Lessor), that they had decided not to fund the
previously announced $1,600,000 equipment lease to finance 125
WebCenter3000(TM) terminal installations at San Francisco and
Los Angeles International Airports. The Company has notified
World Capital they are in violation of the equipment lease, and
is aggressively pursuing legal action against both World Capital
and the bank, which they represented as providing their credit
facility. ICOA cannot accurately predict the outcome of any
potential legal action or other attempt to resolve the dispute,
however, hopes to secure the funding of the equipment under
favorable terms. In addition, the Company is seeking other
potential sources of funding for the installation of its
equipment.

During the first quarter, the investors in the convertible
debentures converted approximately $10,737 of notes and received
approximately 5.4 million shares.

The investors have provided a Waiver of Default, extending the
filing deadline to June 30, 2002 for the SB-2 required under the
July 26, 2001 Convertible Debenture.

The report of ICOA's independent auditors on its financial
statements for the years ended December 31, 2001 and 2000
contains an explanatory paragraph, which indicates that ICOA has
incurred losses and has a working capital deficiency. This
report raises substantial doubt about ICOA's ability to continue
as a going concern. This report is not viewed favorably by
analysts or investors and may make it more difficult for ICOA to
raise additional debt or equity financing needed to run its
business.


KAISER ALUMINUM: Court Okays Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
Having determined that the retention of Houlihan Lokey is in the
best interest of the Committee, Judge Walrath approves the
Kaiser Aluminum Corporation's employment of Houlihan Lokey as
its financial advisor nunc pro tunc to February 28, 2002. Judge
Walrath further resolves that the indemnification provisions of
the firm's engagement letter are approved subject to these
modifications:

A. Houlihan Lokey will not be given indemnification,
   contribution or reimbursement for its services other than the
   financial advisory and investment banking services provided
   under the engagement letter, unless these services and the
   indemnification, contribution or reimbursement are approved
   by the Court;

B. The Debtors will have no obligation to indemnify Houlihan
   Lokey, or provide contribution or reimbursement to the firm,
   for any claim or expenses that are either:

  a. judicially determined -- the decision having become final -
     - to have arisen solely from the firm's gross negligence,
     willful misconduct , breach of fiduciary duty, if any, bad
     faith or self-dealing; or,

  b. settled prior to a judicial determination as to Houlihan
     Lokey's gross negligence, willful misconduct, breach of
     fiduciary duty, if any, bad faith or self-dealing

  but determined by this Court to be a claim or expense for
  which the firm should not receive indemnity, contribution or
  reimbursement;

C. if, before the earlier of the entry of an order confirming a
   Chapter 11 plan in these cases, and the entry of an order
   closing these Chapter 11 cases, Houlihan Lokey believes that
   it is entitled to the payment of any amounts by the Debtors
   because of the Debtors' indemnification, contribution or
   reimbursement obligations, including without limitation the
   advancement of defense costs, Houlihan Lokey must file an
   application in this court and the Debtors may not pay any
   amounts to the firm before the approval of the application by
   the Court; and,

D. the limitation on any amount to be contributed by all
   indemnified parties in the aggregate will be eliminated.

                         *   *   *

Houlihan Lokey's financial restructuring group will be providing
the agreed-upon financial advisory services to the Committee.

The services expected of Houlihan Lokey include:

A. Evaluating the assets and liabilities of the Debtors;

B. Analyzing and reviewing the financial and operating
    statements of the Debtors;

C. Analyzing the business plans and forecasts of the Debtors;

D. Evaluating all aspects of any DIP financing, cash collateral
    usage and adequate protection, and any exit financing in
    connection with any plan of reorganization and any related
    budget;

E. Providing such specific valuation or other financial analysis
    as the Committee may require in connection with the case;

F. Helping with the claim resolution process and related
    distributions;

G. Assessing the financial issues and options concerning the
    sale of any assets of the Debtors, either in whole or in
    part, and the Debtors' plan of reorganization or any other
    plan of reorganization;

H. Preparation, analysis and explanation of the reorganization
    plan to various constituencies; and,

I. Providing testimony in court on behalf of the Committee, if
    necessary.

Both parties have agreed to the following remuneration terms:

A. Monthly fee of $150,000 a month; provided, however, that,
    during sustained periods of reduced activity, the Committee
    has the right to cause Houlihan Lokey to temporarily reduce
    its efforts on the Committee's behalf, and during such
    period, charge a lower monthly fee at $75,000 a month;

B. Transaction fee equal to 2% of the Gross Recoveries if the
    Gross Recoveries is between $500,000,000 and $600,000,000,
    and 2.5% of the Gross Recoveries if it is above 600,000,000.
    There will not be a Transaction Fee if the Gross Recoveries
    are less than $500,000,000; and,

C. the reimbursement of all reasonable out-of-pocket expenses.    
   (Kaiser Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)   


KMART: Transfer of Designation Rights Hearing Set for June 28
-------------------------------------------------------------
Judge Sonderby approved Kmart Corporation and its debtor-
affiliates' proposed uniform bidding procedures for its proposed
closing store sale at 283 locations.

Furthermore, the hearing on the proposed transfer of designation
rights will go forward on June 28, 2002 at 9:00 a.m. Central
Time, Everett McKinley Dirksen Courthouse at 219 South Dearborn
Street in Chicago, Illinois 60604, Courtroom 1725.  Any
objections to approval of any Initial Designation Rights
Agreement must be filed with the Court and served on or before
noon, prevailing Central Time, June 20, 2002.  The objection
deadline with respect to the proposed Go-forward Assumption and
Assignments shall be on or before noon, prevailing Central Time,
June 27, 2002.

                              *   *   *

A. The Bidding Process

   The Company will:

   -- determine whether any person is a Qualified Bidder,
   -- coordinate the efforts of Qualified Bidders in conducting
      their respective due diligence investigations regarding
      the Leases,
   -- receive offers from Qualified Bidders, and
   -- negotiate any offer made to purchase the Leases.

   Any person who wishes to participate in the Bidding Process
   must be a Qualified Bidder. The Company has the right to
   adopt such other rules for the Bidding Process which, in its
   sole judgment, will better promote the goals of the Bidding
   Process and which are not inconsistent with any of the other
   provisions of the Bidding Procedures or of any Bankruptcy
   Court order.

B. Reservation of Rights

   The Company has been, and will continue, negotiating and
   entertaining offers for the Leases, including package offers
   that encompass more than one Lease (and up to all of the
   Leases offered far sale).  The Company reserves the right to
   enter into agreements for the sale of the Leases,
   individually or as part of a package, without further notice
   to any party prior to the Auction, which agreements, if any,
   may be subject to higher or otherwise better bids at the
   Auction (including evaluation on a package or individual
   basis) but which may be subject to bid protection or break up
   fees as authorized by the Bankruptcy Court. The Company will
   retain the right to withdraw one or more Leases from the
   Auction, including in connection with a package offer, up to
   the date of the Auction. The Company also retains all rights
   to the Leases that are not subject to a bid accepted by the
   Company and approved by the Bankruptcy Court at the Sale
   Hearing.

C. Due Diligence

   The Company has been, and will continue, providing due
   diligence information to potential bidders who so request by
   contacting, in writing, the Company's real estate consultant:

          DJM Asset Management LLC
          c/o Mr. Andrew Graiser
          445 Broad Hollow Road, Suite 417
          Melville, New York 11747
          fax: 631752-1231

   Information regarding the Leases can also be found at
   http://www.djmasset.com  DJM Asset Management LLC will  
   coordinate all reasonable requests for due diligence access
   from such bidders. The Company will not be obligated to
   furnish any due diligence information after the Bid Deadline
   or to any person that the Company determines is not
   reasonably likely to be a Qualified Bidder. Bidders are
   advised to exercise their own discretion before relying on
   any information regarding the Leases provided by anyone other
   than the Company or its representatives.

D. Required Bid Documents

   All bids must include these documents:

   -- A letter stating that the bidder's offer is irrevocable
      until the earlier of:

      (x) 48 hours after all of the Leases upon which the bidder
          is bidding have been disposed of pursuant to these
          Bidding Procedures or withdrawn from the Auction by
          the Company, and

      (y) 45 days following the entry of an order by the
          Bankruptcy Court approving the sale of such Leases to
          a third party (other than the bidder).

   -- An executed copy of the Asset Purchase Agreement (and, if
      the bidder intends to take assignment of any Leases, an
      Assignment and Assumption Agreements for each Lease) or in
      the case of a landlord bidding on its own lease, an
      executed Lease Termination Agreement for each Lease,
      marked and initialed to show those amendments and
      modifications to such agreement, including price and
      terms, that the bidder proposes.

   -- A certified check in an amount that is, at a minimum,
      equal to the greater of:

      (a) l0% of the purchase price proposed by the bidder, or
      (b) $50,000 for each Lease (which, in the case of a
          package bid will be in the cumulative amount of the
          Good Faith Deposit for each Lease for which a bid is
          submitted),

      payable to the order of "First American Title Insurance
      Company, as escrow agent for Kmart Corporation," along
      with a check in the amount of $200 payable to First
      American Title Insurance Company as a non-refundable
      payment for the applicable escrow fees.

   -- Evidence of ability to consummate the applicable
      transaction, as determined by the Company, in its sole
      discretion.

   -- If the bidder intends to take assignment of any Leases,
      evidence of the ability to provide adequate assurance of
      the future performance of such Leases as required under
      the Bankruptcy Code and as determined by the Company, in
      its sole discretion. The submission of a bid will be
      deemed to be the bidder's consent for the Company to share
      any information submitted by the bidder to the Committees,
      the DIP Lenders and any landlord or related party in
      interest with respect to a Lease.

   -- A completed bidder registration statement.

E. Bid Deadline

   To be considered a timely bid, five copies of the bid
   containing each of the Required Bid Documents must be
   delivered to:

          Skadden, Arps, Slate, Meagher & Flom (Illinois)
          c/o Marian P. Wexler, Esq.
          333 West Wacker Drive, Chicago, Illinois 60606
          fax: 312-407-0411

   and one copy of the bid containing the Required Bid Documents
   must be delivered to:

          DJM Asset Management LLC
          c/o Mr. Andrew Graiser
          445 Broad Hollow Road, Suite 417
          Melville, New York 11747
          fax: 631-752-1231

   so that they are received not later than noon (prevailing
   central lime) on June 7, 2002. The Company may extend the Bid
   Deadline once or successively without further notice and for
   one or more bidders, but will not be obligated to do so.

F. Qualified Bids

   A "Qualified Bid" is a bid that includes each of the Required
   Bid Documents and which:

   -- is timely received by the parties listed in the preceding
      section entitled "Bid Deadline";

   -- with respect to the Applicable Marked Agreement, is on
      terms (taken as a whole) that, in the Company's business
      judgment, are not materially more burdensome or
      conditional than the terms of the Asset Purchase
      Agreement, Assignment and Assumption Agreements or the
      Lease Termination Agreement, as applicable;

   -- contains evidence satisfactory to the Company that the
      bidder is reasonably likely (based on availability of
      financing, experience and other considerations) to be able
      to consummate a purchase of tire Leases sought to be
      acquired if selected as the Successful Bidder; provided
      that any landlord is deemed to have satisfied this
      requirement with respect to the Leases for which it is the
      lessor;

   -- if the bidder intends to take assignment of any Leases,
      provides evidence of adequate assurance of the future
      performance of such Leases as required under the
      Bankruptcy Code;

   -- is not conditioned on obtaining financing;

   -- is not conditioned on the outcome of unperformed due
      diligence;

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

   A bidder that submits a bid meeting the criteria will be
   deemed a "Qualified Bidder."

G. Auction

   After all bids have been received, the Company may conduct an
   auction with respect to the Leases. The Auction will take
   place beginning at 11:00 a.m. (CDT) on June 18, 2002 at the
   offices of:

          Skadden, Arps, Slate, Meagher & Flom (Illinois)
          333 West Wacker Drive, Suite 2100
          Chicago, Illinois 60606
          (312) 407-0700,

   or such later time or other place as the Company notifies
   all Qualified Bidders who have submitted Qualified Bids. Only
   a Qualified Bidder who has submitted a Qualified Bid is
   eligible to participate at the Auction. At the Auction,
   Qualified Bidders will be permitted to increase their bids.

   Based upon the terms of the Qualified Bids received, the
   level of interest expressed as to particular Leases, and such
   other information as the Company determines is relevant, the
   Company, in its sole discretion, may conduct the Auction to
   the manner it determines will achieve the maximum value for
   the Leases including, but not limited to:

   -- offering the Leases for bidding as an entire package, to
      groups of less than all of the Leases or individually,

   -- offering the Leases for bidding in such successive rounds
      as the Company determines to be appropriate,

   -- setting opening bid amounts in each round of bidding as
      the Company determines to be appropriate, and

   -- conducting a silent and open auction.

   Upon conclusion of the Auction or, if the Company determines
   not to hold an Auction, then promptly following the Bid
   Deadline, the Company, in consultation with its advisors, the
   Committees and the DIP Lenders, will:

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

   -- identify the highest or otherwise best offers for the
      Leases.

   A Qualified Bidder that submits a Successful Bid is a
   "Successful Bidder."

H. Acceptance of Qualified Bids

   The Company presently intends to sell the Leases to the
   Qualified Bidder with the highest or otherwise best Qualified
   Bids. Other than Asset Purchase Agreements executed by the
   Company (but still subject to Bankruptcy Court approval), the
   Company's presentation to the Bankruptcy Court for approval
   of a particular Qualified Bid does not constitute the
   Company's acceptance of the bid. The Company will accept a
   bid only when the bid has been approved by the Bankruptcy
   Court at the Sale Hearing.

   Upon failure to consummate a sale of some or all of the
   Leases after the Sale Hearing because of a breach or failure
   on the part of the Successful Bidder with respect to such
   Leases, the next highest or otherwise best Qualified Bidder,
   as disclosed at the Sale Hearing with respect to some or all
   of such Leases, will be deemed the Successful Bidder without
   further order of the Court.

I. Return of Good Faith Deposit

   Each Good Faith Deposit of any Qualified Bidder will be held
   in escrow until the earlier of:

   -- 48 hours after all Leases upon which the bidder is bidding
      have been disposed of pursuant to these Bidding Procedures
      or withdrawn from the Auction by the Company, and

   -- 45 days following the entry of an order by the Bankruptcy
      Court approving the sale of such Leases to a third party
      (other than Purchaser).

J. "As Is, Where Is"

   The sale of the Leases are on an "as is, where is" basis
   and without representations or warranties of any kind,
   nature, or description by the Company, its agents or its
   estate, except to the extent set forth in the Applicable
   Marked Agreements of the Successful Bidders as accepted by
   the Company. Except as otherwise provided in such agreements,
   all of the Company's right, title and interest in and to the
   respective assets will be sold free and clear of all pledges,
   liens, security interests, encumbrances, claims, charges,
   options and interests thereon and there against in accordance
   with Section 363 of the Bankruptcy Code, such Transferred
   Liens to attach to the net proceeds of the sale of such
   assets.

   Each bidder will acknowledge and represent that it has had an
   opportunity to inspect and examine the Leased Premises and
   conduct any and all due diligence regarding the Lease and the
   Leased Premises prior to making its offers, that it has
   relied solely upon its own independent review, investigation
   and inspection of any documents including, without
   limitation, the Lease and the leased Premises in making its    
   bids and that it did not rely upon or receive any written or
   oral statements, representations, promises, warranties or
   guarantees whatsoever, whether express, implied, by operation
   of law, or otherwise, with respect to the Leases or the
   Leased Premises, or the completeness of any information
   provided in connection with the Leases or the Leased Premises
   or the Auction, except as expressly stated in these Bidding
   Procedures.

K. Modifications

   The Company may:

   (a) determine, in its business judgment, which Qualified Bid,
       if any, is the highest or otherwise best offer with
       respect to one or a group of the Leases; and

   (b) reject at any time before entry of an order of the
       Bankruptcy Court approving a Qualified Bid, any bid that,
       in the Company's sole discretion, is:

        -- inadequate or insufficient,
        -- not in conformity with the requirements of the
           Bankruptcy Code, the Bidding Procedures, or the terms
           and conditions of sale, or
        -- contrary to the best interests of the Company, its
           estates and its creditors.

   The Company may adopt rules for the bidding process that, in
   its judgment, will better promote the goals of the bidding
   process and that are not inconsistent with any of the other
   provisions hereof or of any Bankruptcy Court order. (Kmart
   Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)   


LTV: Court Allows Copperweld to Continue Cash Collateral Use
------------------------------------------------------------
Judge Bodoh entered a final order modifying his prior orders and
the Copperweld DIP Order to the extent necessary to allow the
The Copperweld Corporation and Welded Tube Holdings, Inc., and
each of their debtor-subsidiaries continued access to their
Lenders' cash collateral to fund their operations.

In November 1999, LTV Corporation completed its acquisition of
the Copperweld Companies utilizing a $225 million term loan
under a Credit Agreement of November 1999 among LTV Corporation,
Credit Suisse First Boston as Collateral Agent, and the lenders
participating.  The obligations under the Copperweld term loan
were secured with liens on and security interests in the
inventory, property, plant and equipment owned by the Copperweld
Debtors.  As additional security, the Copperweld Debtors pledged
to the Collateral Agent an intercompany note from Copperweld
Canada, Inc., to Welded Tube Co. of America, secured by
Copperweld Canada's account receivable.  After the Petition
Date, the LTV Debtors entered into a stipulation with the
Copperweld Terms Lenders, the Noteholders' Committee, and the
Creditors' Committee, whereby the LTV Debtors granted the Term
Lenders replacement liens in the inventory of the Copperweld
Debtors and superpriority claims against each of the LTV
Debtors' estates as adequate protection for the Copperweld
Debtors' continued use of the collateral for the Copperweld
Term Loan.

Since the Petition Date, the LTV Debtors have obtained several
postpetition financing facilities, each secured by different
liens against various assets owned by different LTV Debtors.  
The lenders, which were also parties to the prepetition
inventory and accounts receivable financing transactions,
provided one such postpetition financing facility in the
aggregate maximum amount of approximately $582 million.  The
existing DIP Financing is governed by a Revolving Credit and
Guaranty Agreement in March 2001 among the Debtors, The Chase
Manhattan Bank, and Abbey National Treasury Services plc, and
Judge Bodoh's prior order authorizing the Debtors to obtain
postpetition financing and repurchase inventory, as modified by
the Order approving the APP.  Currently, JP Morgan Chase Bank,
formerly known as The Chase Manhattan Bank, serves as the Agent
and Abbey National Treasury Services, plc serves as Co-Agent to
the existing DIP Lenders.  The existing DIP Financing is secured
with, among other things, first priority senior liens on the
accounts receivable and cash of the Copperweld Debtors and liens
on all other assets of the Copperweld Debtors junior to the
liens held by the Copperweld Term Lenders on the Copperweld
Debtors' inventory, property, plant and equipment.

Because of continued declines in the performance of the
integrated steel business and the inability to obtain additional
financing, the LTV Debtors sought and obtained approval of the
APP under which the Debtors shut down the integrated steel
businesses.  Because the LTV Debtors believe that they can
obtain maximum value for the Copperweld Debtors' businesses by
selling them as a going concern, the LTV Debtors excluded the
Metal Fabrication Business, including all operations of the
Copperweld Debtors, from the APA.

The Copperweld Debtors require independent financing to fund
operations until a completion of the sale of these businesses or
a plan. Additional financing was necessary because the
Copperweld Debtors' financial projections indicated that they
could not finance their operations and capital expenditures
solely through the use of internally generated cash collateral.  
Accordingly, before approval of the APP the Copperweld Debtors
began negotiations for a long-term financing facility from
General Electric Capital Corporation to fund operations until a
successful sale or reorganization could take place. In addition,
the Copperweld Debtors sought to use borrowings under the
New Copperweld Facility to repay the existing DIP Lenders in
exchange for a release of their first-priority lien on the
Copperweld cash collateral.  The Copperweld Debtors hoped to
reach an agreement with GE Capital on the terms of a commitment;
however, due in large part to the holiday season they were
unable to deliver such a commitment before the expiration of the
original usage period and have been existing on periodic
extensions of the existing lending since then.

Since the last extension of the usage period, the Copperweld
Debtors and GE Capital have nearly reached an agreement in
principle on the terms for the New Copperweld Facility.  
However, the Copperweld Debtors require additional time to
complete the necessary documentation.  In light of this
progress, the Copperweld Debtors once against requested an
extension of the usage period to allow them to finalize
documentation for the New Copperweld Facility.  This time,
however, the existing DIP Lenders refused to consent to any
further extension of the usage period. (LTV Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


LASON INC: American Reprographics Takes-Over Unit's Ownership
-------------------------------------------------------------
Irvine-based Consolidated Reprographics, a $38 million provider
of imaging services in Orange County and Nevada, announced its
acquisition by American Reprographics Co. of Glendale, Calif.
Financial details of the transaction were not disclosed.

"Our new ownership status means nothing but good news for our
customers," said Mark Sipes, president of CR. "This is a very
positive and important event for our company. Many of our
clients knew we were experiencing financial problems for the
past 16 months as a result of the misfortunes and ultimate
bankruptcy of our former owner, Lason Inc. With ARC behind us,
we can strengthen our infrastructure and add state-of-the-art
technology to our production facilities."

The current management team will remain in place, and current
employees will retain their jobs. Sipes is a 31-year veteran of
the company who was named executive vice president in July 2000,
then president in January 2002. Eric Hazell, vice president of
operations, has worked at CR for a total of 25 years, managing
the company's facilities, including its largest 47,000-square-
foot operation near John Wayne Airport.

Keath Lauderdale, vice president of sales, marketing and on-site
services, moved to CR in 1994 when the Anaheim company his
father founded, United Reprographics, was acquired by CR.
Collectively, the three have a total of almost 100 years in the
reprographics business, much of it at CR.

In the coming weeks, CR plans to install six new digital imaging
output devices and completely revamp its aging accounting system
to better serve its customers. In addition, CR will offer
PlanWell(R), a sophisticated, Web-based document management
system, which greatly augments CR's existing online distribution
capabilities.

PlanWell(R) is the world's largest online planroom, which
enables architects, engineers and construction professionals to
view plans online and place bids with just the click of the
mouse. They can also print these plans from any of ARC's
nationwide locations.

"We did a good job for our clients under some very challenging
circumstances," commented Sipes. "Now that we are free to
conduct business competitively and with numerous new technical
and financial advantages, we believe our customers will be
extremely pleased with the results now and in the future."

In keeping with ARC acquisition practices of the past, CR will
continue to operate as an autonomous, independent company, and
compete with the other top reprographic shops in Orange County
and Las Vegas, including Irvine-based OCB Reprographics, a
division of ARC since 1997. The two companies will continue to
operate as friendly rivals with completely separate management,
sales teams and operations.

K. "Suri" Suriyakumar, president and COO of ARC, noted, "There
are five other markets where ARC owns more than one division --
three of those markets are in California. We've proven and
always maintained that this unique situation sharpens the
overall competitiveness in a market."

Consolidated Reprographics was originally established as Tustin
Blueprint in 1965 and changed its name when it began acquiring
numerous other reprographic shops in Orange County. These shops
included Black and Blue of Anaheim (1969), Newport Center
Reproductions (1978), Anaheim Litho (1976), United Reprographics
(1994) and Thompson Reprographics (1999).

Consolidated has 367 employees, seven production facilities in
California and Nevada and numerous on-site service centers from
the Rockies to the West Coast. The company's Web address is
http://www.cons-repro.com  

Founded in 1988, the American Reprographics Co. is a $490
million enterprise serving more than 110,000 customer companies
nationwide in 22 states and the District of Columbia. In more
than 140 markets across the United States, the company's 51
divisions and more than 3,600 employees are the leading
suppliers of reprographic services and technology to the
construction industry, manufacturers, software and hardware
development companies, corporate offices, marketing and
advertising agencies, publishing firms, retail establishments
and presentation graphics providers. The company's Web address
is http://www.e-arc.com


LUMENON INNOVATIVE: Nasdaq to Delist Shares Effective May 24
------------------------------------------------------------
Lumenon Innovative Lightwave Technology, Inc. (NASDAQ: LUMM)
announced that on May 16, 2002 it received a letter from The
Nasdaq Stock Market, Inc., that Nasdaq had determined to delist
the Company's common stock from The Nasdaq National Market,
effective at the opening of business on May 24, 2002, unless the
Company requests a hearing to appeal Nasdaq's decision or
submits an application to transfer its securities to The Nasdaq
SmallCap Market.

In its notice to the Company, Nasdaq informed the Company that
the Company was not in compliance with Marketplace Rule
4450(a)(5) because the bid price of the Company's common stock
closed at less than $1.00 per share over 30 consecutive trading
days and that the Company was not in compliance with Marketplace
Rule 4450(e)(2) because it had not regained compliance with
Marketplace Rule 4450(a)(5) within 90 calendar days.

The Company has applied to transfer its securities to the
SmallCap. If the transfer application is approved, the Company
will have a grace period until August 13, 2002 to meet the
minimum $1.00 bid price requirement for continued inclusion on
the SmallCap. According to Nasdaq, the Company may be eligible
for an additional 180 calendar day grace period provided the
Company meets the initial listing criteria for the SmallCap
under Marketplace Rule 4310(C)(2)(A). In its notice to the
Company, Nasdaq stated that the Company may be eligible to
transfer from the SmallCap to The Nasdaq National Market if, by
February 10, 2003, the Company's bid price maintains the $1.00
per share requirement for 30 consecutive trading days and the
Company has maintained compliance with all other continued
listing requirements of The Nasdaq National Market.

There can be no assurance when, if at all, the Company's
SmallCap transfer application will be approved. If the transfer
application is not approved, the Company's common stock will be
delisted. In such an event, the Company may trade its securities
on the over-the-counter electronic bulletin board (OTCBB).

Lumenon Innovative Lightwave Technology, Inc., a photonic
materials science and process technology company, designs,
develops and builds optical components and integrated optical
devices in the form of packaged compact hybrid glass and polymer
circuits on silicon chips. These photonic devices - based upon
Lumenon's proprietary materials and patented PHASIC(TM) design
process and manufacturing methodology - offer communications
providers the ability to dramatically boost bandwidth for
today's burgeoning telecommunication, data communication and
cable industries.

For more information about Lumenon Innovative Lightwave
Technology, Inc., visit the Company's Web site at
http://www.lumenon.com


MARINER POST-ACUTE: Court Extends Solicitation Period to June 3
---------------------------------------------------------------
Judge Walrath, at the April 17, 2002 hearing, granted Mariner
Post-Acute Network, Inc. Debtors and the Mariner Health Group
Debtors' motion extending their exclusive period during
which to solicit acceptances of their Plan to and including
June 3, 2002.


MONARCH DENTAL: Defaults on Credit Facility Expiring on July 1
--------------------------------------------------------------
Monarch Dental Corporation, a Delaware corporation, and
subsidiaries, provide management and administrative services to
dental practices in selected markets. At March 31, 2002, the
Company provided management and administrative services to 155
dental practices in Texas, Colorado, Utah, Arizona, New Mexico,
Arkansas, Indiana, Ohio, New Jersey, Pennsylvania, Virginia,
Georgia and Florida.

The March 31, 2002 consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The Company is in default with the terms of its Credit
Facility, which expires by its terms on July 1, 2002 and all of
the Company's debt thereunder will then be due. As a result of
the default, the Company's lenders have the right to accelerate
the maturity of the Company's debt under the Credit Facility and
to use cash balances in the Company's bank account to set-off a
portion of the debt. The Company does not have cash available,
nor will it generate sufficient cash flow to repay all of its
debt under the Credit Facility, raising substantial doubt
about its ability to continue as a going concern.

Patient revenue, net, decreased to $47.6 million for the three
months ended March 31, 2002 from $54.8 million for the three
months ended March 31, 2001, a decrease of $7.2 million, or
13.2%. This decrease resulted primarily from the sale of the
Company's Wisconsin operations in December 2001, which had
revenue of $6.4 million for the three months ended March 31,
2001. To a lesser extent, management changes and high dentist
turnover in the Company's Houston, Philadelphia, Georgia and New
Jersey markets negatively impacted revenue growth for the three
months ended March 31, 2002. The combined revenue of these
markets for the three months ended March 31, 2002 decreased $1.6
million, or 16.9%, compared to the three months ended March 31,
2001. The Company's remaining thirteen markets experienced an
increase in revenue of $857,000, or 2.2%, for the three months
ended March 31, 2002 compared to the three months ended March
31, 2001 primarily as a result of fee schedule increases and
additional fee-for-service patient volume. Additionally, the
Company experienced one less business day overall and lower
patient volume at the end of March due to the timing of certain
religious holidays for the three months ended March 31, 2002
compared to the three months ended March 31, 2001.

Fee-for-service revenue (i.e., revenue derived from indemnity
dental plans, preferred provider plans and direct payments by
patients not covered by any third-party payor) decreased to
$29.1 million for the three months ended March 31, 2002 from
$33.0 million for the three months ended March 31, 2001, a
decrease of $3.9 million, or 11.9%. This decrease resulted
primarily from the sale of the Company's Wisconsin operations in
December 2001. Managed dental care revenue (i.e., revenue from
capitated managed dental care plans, including capitation
payments and patient co-payments) decreased to $18.5 million for
the three months ended March 31, 2002 from $21.8 million for the
three months ended March 31, 2001, a decrease of $3.3 million,
or 15.2%. This decrease resulted primarily from the sale of the
Company's Wisconsin operations in December 2001. As a percentage
of revenue, fee-for-service revenue increased to 63.0% for the
three months ended March 31, 2002 from 60.3% for the three
months ended March 31, 2001.

Operating income increased to $3.6 million for the three months
ended March 31, 2002 from $3.5 million for the three months
ended March 31, 2001, an increase of $49,000, or 1.4%. This
increase resulted primarily from the implementation of SFAS No.
142, whereby goodwill amortization expense decreased by $1.3
million, excluding the effect of the Company's former Wisconsin
market, for the three months ended March 31, 2002. This amount
was offset by the negative impact of management changes and high
dentist turnover in the Company's Houston, Philadelphia, Georgia
and New Jersey markets. The combined operating income of these
markets for the three months ended March 31, 2002 decreased $1.3
million, or 115.7%, compared to the three months ended March 31,
2001. Operating income for the Company's other thirteen markets
increased $312,000, or 5.1%. The corporate costs of the Company
also decreased $490,000, or 15.3%, resulting primarily from
staff reduction and the corporate office relocation. Operating
income for the Company's former Wisconsin market was $767,000
for the three months ended March 31, 2001. As a percent of
revenue, operating income increased to 7.5% for the three months
ended March 31, 2002 from 6.5% for the three months ended March
31, 2001. This increase was due principally to lower clinical
and other salaries and benefits expense and depreciation and
amortization expense and to a lesser extent slightly lower
occupancy expense, advertising expense and strategic alternative
costs as a percentage of revenue partially offset by higher
provider salaries and benefits expense and other operating
expenses and to a lesser extent higher dental supplies expense
and laboratory fee expense as a percentage of revenue.

Because the Company's Credit Facility terminates on July 1, 2002
and the Company is currently in default with the terms of the
Credit Facility under the minimum EBITDA and minimum net worth
covenants, the Company was required to reclassify the entire
outstanding amount under the Credit Facility to current
liabilities from long-term debt. This reclassification resulted
in the Company having a $56.8 million working capital deficit at
March 31, 2002. The Company is actively engaged in finding a
long-term solution to improve its capital structure. In this
regard, the Company has engaged Bank of America Securities LLC
to explore strategic alternatives such as a sale of the Company,
an equity investment in the Company, the issuance of debt
securities or a sale of all or a portion of the Company's
assets. However, there can be no assurance that the Company will
be successful in entering into an agreement to consummate any
strategic alternative or that the Company's lenders will agree
to any strategic alternative on terms acceptable to the Company
or at all. Current liabilities of $79.8 million consisted of
$1.5 million in accounts payable, $3.1 million in accrued
payroll, $3.8 million in accrued liabilities, income tax payable
of $264,000, $5.6 million in amounts payable to affiliated
dental group practices as consideration for accounts receivable
acquired from such group practices and $65.5 million in current
maturities of notes payable and capital lease obligations.
Current liabilities were partially offset by current assets of
$23.0 million, consisting of $5.4 million in cash and cash
equivalents, $14.5 million in accounts receivable, net of
allowances and prepaid expenses and other current assets of $3.1
million. The Company's principal sources of liquidity as of
March 31, 2002 consisted of cash and cash equivalents and net
accounts receivable.


MYCOM GROUP: Schumacher & Associates Raises Going Concern Doubt
---------------------------------------------------------------
Schumacher & Associates, Inc., Certified Public Accountants,
acting as independent auditors for Mycom Group, Inc. indicate in
their Auditors Report of May 10, 2002 that "certain conditions
indicate that the Company may be unable to continue as a going
concern." The Company has suffered recurring losses from
operations and has a working capital deficit that raise
substantial doubts about its ability to continue as a going
concern.  Management is attempting to raise additional capital.

Mycom Group provides a complementary mix of technology products
and services. These include comprehensive design, development
and web enabling of e-business applications, database
applications, networking, and online and classroom instructional
training and communications services.  Mycom provides these
services for large and medium-sized businesses, and technical
marketing and documentation services that enhance the benefits
of technology investments across an enterprise. Through its
sales division, Broughton International, Mycom offers a wide
range of software, hardware and enterprise solutions to a base
of more than 20,000 customers throughout North America.  MYCOM
Group is on the Web at http://www.mycom.comand Broughton is on  
the Web at http://www.broughton-int.com

Revenue increased $500,058, or 31%, from $1,594,802 during the
first quarter of 2001 to $2,094,860 in 2002.  This increase is
the result of increased product sales of $149,211, or 9%, and
$350,837 of consulting sales that are not included in the 2001
results.  Since the Broughton merger occurred April 16, 2001,
and in substance Broughton acquired Mycom, Mycom results have
not been consolidated into the 2001 financial statements prior
to April 16, 2001.

Operating expenses increased $674,151, or 43%, from $1567,962 in
2001 to $2,242,113 in the first quarter of 2002.  This increase
was due primarily to the increased product sales as discussed
above and increased expenses from operating a larger
consolidated entity in 2002.

Net income in the first quarter of 2001 was $21,727 compared to
a loss of $174,809 in the same period this year.  The losses in
2002 were attributable to economic conditions throughout the
United States that has resulted in a significant reduction of
business activities in technical service companies. Operating
performance improved progressively by month in the first quarter
with March operations nearly breaking even.

The Company has a net working capital deficiency, which normally
raises substantial doubts about its ability to continue as a
going concern without additional capital or a change in
operating performance. As of May 2, 2002, the working capital
deficit was approximately $1.2 million that includes a bank line
of credit of $1,000,000 that was due for renewal on April 16,
2002.  The Company is currently working with its bank to
restructure the current credit facility. Management expects
improved operating performance during 2002.  In addition,
management is pursuing remedies that include private placements
of additional equity capital, and sold an additional $100,000 of
preferred shares in January 2002.


NATIONAL STEEL: NUFIC Seeks Declaratory Judgment vs. Debtors
------------------------------------------------------------
National Union Fire Insurance Company of Pittsburgh,
Pennsylvania seeks relief from the automatic stay to proceed
with its action for declaratory judgment against National Steel
Corporation in the Circuit Court of Cook County, Illinois,
County Department, Chancery Division.

Michael L. Foran, Esq., at Foran Glennon Palandech & Ponzi, in
Chicago, Illinois, relates that a fire damaged a property of the
Debtors, which was stored at a facility in Davenport, Iowa.  The
facility was operated by Alternative Distribution Systems, Inc.
and Roll & Hold Warehouse & Distribution Corp.  As a result of
the loss, the Debtors made a claim on Alternative Distribution's
insurer -- National Union.  In response, National Union filed a
declaratory judgment action seeking a declaration regarding the
rights of various claimants and potential claimants.  "National
Union's policy has a $1,000,000 limit," Mr. Foran states.
However, the value of the property damaged by the fire has been
estimated in excess of $12,000,000.

Judge Bernetta D. Bush of Cook County entered a judgment on the
pleadings against National Union regarding the coverage afforded
by its policy of insurance.  Ruling has been deferred on the
allocation of funds to the various claimants in the declaratory
action until all parties are before the Court.  Mr. Foran
enumerates the claimants as:

    -- Alternative Distribution Systems Inc.,
    -- Roll & Hold Warehousing & Distribution Corporation,
    -- National Steel Corporation,
    -- Bethlehem Steel Corporation,
    -- Southwestern Ohio Steel Inc.,
    -- United States Steel Corporation,
    -- AK Steel Corporation,
    -- Ryerson Tull Inc.,
    -- LTV Steel Company,
    -- Lion Industries Inc.,
    -- Pittsburgh Canfield Corporation,
    -- Nicholls Aluminum-Golden Inc., and
    -- Three I Truck Line Inc.

National Union now seeks a declaratory judgment regarding the
rights of the claimants under the policy of insurance it issued
to Alternative Distribution.  Mr. Foran explains that although
insurance policies are considered properties of the estates,
"contract claims regarding insurance contracts do not become
core simply because they involve property of the estate [sic]."  
The contract between Alternative Distribution and the Debtors
was entered into before the Debtors filed for bankruptcy.  Thus,
Mr. Foran asserts:

  (i) a dispute arising from a pre-petition contract is not
      rendered core simply because the cause of action arose
      after the petition;

(ii) with regards to the potential prejudice to the Debtors, a
      declaratory judgment regarding the scope of insurance
      coverage does not affect the reorganization of the
      bankrupt estate and is therefore independent of the
      reorganization.

Mr. Foran contends that the present action is clearly non-core
proceeding.  Mr. Foran points out that no funds are sought in
the action and it concerns the Debtors' potential fractional
interest in a $1,000,000 policy of insurance, which may have to
be divided between parties with more than $12,000,000 in claims.
"If the Court allocates the $1,000,000 policy limits without
consideration of the Debtors' interests, National Union could be
subject to double liability because the Court's allocation would
not be binding on the Debtors," Mr. Foran adds.  Conversely, the
Debtors will suffer no prejudice if the action proceeds in Cook
County, Illinois. If it loses it owes nothing and if it wins,
additional funds accrue to the bankruptcy estate. (National
Steel Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


POLAROID CORP: Pushing for Second Exclusive Periods Extension
-------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates ask the Court to
further extend the Exclusive Plan Submission Period until August
1, 2002 and the Solicitation Period until October 11, 2002.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, relates that the Debtors timely
filed a Plan of Reorganization on April 29, 2002 on the premise
that the Sale Motion of the Debtors' Assets to OEP Imaging
Corporation will be approved by the Court.  However, Mr. Galardi
notes, there still is no certainty that the Sale will be
consummated.  Moreover, Mr. Galardi adds, there may be disputes
that might materially affect the distribution under the Plan.
Thus, Mr. Galardi contends, the Debtors should be given
additional time to pursue the sale and negotiate the final terms
of the Plan without the distraction of competing plans filed by
other parties-in-interest.

Pursuant to Section 1121(d) of the Bankruptcy Code, Mr. Galardi
asserts that the extension should be granted because:

  (a) the Debtors have made significant progress in resolving
      many of the issues facing their estates when:

      -- the Debtors have paid over $60,000,000 of pre-petition
         secured debt through the sale of Polaroid ID Systems,
         Inc. and Polaroid Digital Solutions, and the vacant
         property in Cambridge, Massachusetts, among others;

      -- the Debtors rejected four non-residential real
         property leases;

      -- the Debtors rejected numerous executory contracts that
         were no longer necessary for the operation of the
         Debtors' business and were above market value;

      -- the Debtors assume and assign to third parties several
         contracts;

      -- the Debtor renegotiated for a lower cost the supply
         agreements with International Specialty Products Inc.
         and ISP Freetown Fine Chemicals, Inc.; and

      -- the Debtors diligently marketed the sale of the
         Debtors' assets;

  (b) an extension of the Solicitation Period will give the
      Debtors a reasonable opportunity to confirm the Plan and
      negotiate a resolution of the remaining significant and
      unresolved issued in these cases without prejudicing any
      party-in-interest; and

  (c) the Debtors' cases are large and complex and certain,
      substantial issues remaining unresolved.

More so, Mr. Galardi is afraid that a "protracted and
contentious confirmation process" might happen if the exclusive
periods are not extended, undermining the Debtors'
reorganization efforts.

By application of Del.Bankr.LR 9006-2, the current deadline is
automatically extended through the conclusion of the June 12,
2002 hearing. (Polaroid Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PURE WORLD: Fails to Meet Nasdaq Minimum Listing Requirements
-------------------------------------------------------------
Pure World, Inc., (PURW-NASDAQ) received a Nasdaq Staff
Determination on May 16, 2002 indicating that the Company fails
to comply with the Minimum Market Value of Publicly Held Shares
and the Minimum Bid Price requirements for continued listing set
forth in Marketplace Rules 4450(e)(1) and 4450(e)(2),
respectively, and that its securities are, therefore, subject to
delisting from The Nasdaq National Market.

Pure World has applied to transfer its securities to the Nasdaq
SmallCap Market. Although Pure World believes that its
securities meet the current requirements for inclusion in the
Nasdaq SmallCap Market, there can be no assurance that the
Nasdaq Staff will approve the transfer application. If Pure
World's application is approved, trading of its shares will be
reported in The Wall Street Journal and many other newspapers on
the list of SmallCap securities and will continue to trade under
the symbol "PURW". Pending the Nasdaq Staff's review of Pure
World's transfer application, the initiation of the delisting
proceedings will be stayed.

Currently, Pure World has 7,591,234 shares issued and
outstanding.


RELIANCE GROUP: Plan Filing Exclusive Period Stretched to Aug. 6
----------------------------------------------------------------
At a hearing on May 14, 2002, Judge Arthur J. Gonzalez granted
Reliance Group Holdings, Inc.'s request to extend the Exclusive
Period through August 6, 2002, and the Solicitation Period
through October 7, 2002. (Reliance Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


ROCKWELL MEDICAL: Needs Capital to Fund Strategic Initiatives
-------------------------------------------------------------
Rockwell Medical Technologies, Inc. manufactures, sells and
distributes hemodialysis concentrates and other ancillary
medical products and supplies used in the treatment of patients
with End Stage Renal Disease "ESRD". The Company supplies
medical service providers who treat patients with kidney
disease. The Company's products are used to cleanse patients'
blood and replace nutrients lost during the kidney dialysis
process. The Company primarily sells its products in the United
States.

The Company is regulated by the Federal Food and Drug
Administration under the Federal Drug and Cosmetics Act, as well
as by other federal, state and local agencies. Rockwell Medical
Technologies, Inc. has received 510(k) approval from the FDA to
market hemodialysis solutions and powders. The Company also has
510(k) approval to sell its Dri-Sate Dry Acid Concentrate
product line and its
Dri-Sate Mixer.

Sales in the first quarter of 2002 were $2,445,330 and were 8.7%
higher than the first quarter of 2001. Unit volume growth in the
Company's concentrate product lines accounted for the majority
of the revenue increase in the first quarter of 2002. Acid
concentrate sales increased 17% while sales of bicarbonate
products were up 3% in the first quarter of 2002 compared to the
first quarter of 2001. The first quarter 2002 sales growth rate
for bicarbonate products was significantly less than the acid
concentrate growth rate due to a non-recurring order for
bicarbonate products in the first quarter of 2001 from a
competitor. Ancillary sales growth increased 28% in the first
quarter of 2002 with half of the increase due to new products
including blood tubing which was introduced by the Company in
the first quarter of 2002. Freight revenue decreased by over 20%
due to higher utilization of the Company's truck fleet for
delivery of the Company's products reducing their availability
for backhaul revenue.

Gross profit margins decreased by 2.9% of sales from the first
quarter of 2001, largely as a result of adding additional plant
capacity to support anticipated growth in the Company's dialysis
concentrate powder product lines. In July of 2001, the Company
relocated its Midwest facility to a new 52,000 square ft.
manufacturing facility in Wixom, Michigan. During the third
quarter of 2001, the Company commenced operations in its
Grapevine, Texas facility. Increased costs for these facilities
were partially offset by additional revenue. However, gross
profit decreased by $47,600 as compared to the year earlier
quarter largely due to higher operating costs for the new
facilities including depreciation which increased $36,000 over
the first quarter of 2001. The Company installed new production
equipment in both facilities during the first quarter of 2002
that it believes will provide it with the productive capacity to
efficiently process increased sales volumes. The Company
believes that the new equipment will increase manufacturing
efficiency in the future. In addition, the Company anticipates
that gross profit margins will improve to the extent the
Company's sales volumes increase.

Loss before income tax aggregated $346,214 which was higher than
the year earlier quarter by $60,528. Loss per share of $.05 per
share in the first quarter of 2002 was the same as the first
quarter of 2001. Reported loss per share would have been $.02
per share higher without an increase in the number of common
shares outstanding.

                Liquidity And Capital Resources

The Company has utilized cash since its inception and
anticipates that it will require additional cash to fund its
development and operating requirements. Rockwell Medical has
incurred operating losses since inception. The Company currently
requires approximately $300,000 per quarter to fund operating
activities. During the first quarter of 2002, the Company raised
net equity funding aggregating $345,000. The Company anticipates
that it will continue to require cash to fund its operations and
develop its business. In addition, the Company has commenced
several strategic initiatives that will require additional
capital resources.

The Company's long term strategy is to expand its operations to
serve dialysis providers both in North America and abroad. The
Company anticipates that as a result of its existing supply
agreements and customer relationships that it has the capability
to capture substantial market share that will lead to the
Company becoming profitable. The Company believes that it has
sufficient manufacturing capacity to achieve a profitable level
of operations.

In order to fund the working capital and capital expenditure
requirements to achieve a profitable level of operations and to
continue to execute its new product development strategy, the
Company will require additional financing. The Company recently
obtained the global rights covering patents related to the
delivery of water soluble iron in its dialysate products. The
Company is seeking FDA approval for these products which will
include clinical trials. The Company estimates the cost to fund
its new product development efforts will be between $1,000,000-
$3,000,000 over the next 1-3 years. Rockwell Medical believes
that it will be able to raise the capital required to fund these
strategic initiatives and to expand its operations through
either debt or equity financing arrangements. The Company has
identified sources of financing and is currently in negotiations
with potential lenders and investors; however, there can be no
assurance that the Company will be successful in raising
additional funds through either equity or debt financing
arrangements. If the Company is not successful in raising
sufficient additional funds, the Company may be required to
alter its growth strategy, curtail its expansion plans or take
other measures to conserve its cash resources.


SELECT MEDIA: Working Capital Deficit Tops $7MM at Dec. 31, 2001
----------------------------------------------------------------
Select Media Communications, Inc., a New York corporation, was
organized in September 1981.  Its common stock is traded on the
OTC Bulletin Board under the symbol "SMTV.OB."  The Company
began operations in 1981 as a producer and distributor of
"vignettes," which are short-form (thirty-second) informational
programs distributed by particular sponsors for viewing during
regular programming. Select Media Communications is currently
attempting to position the Company as a distributor of music and
television programming.

The Company presently has no substantial business operations,
although it may have some residual value attributable to its
vignette business.  The Company had no revenues in the fiscal
quarter  ended September 30, 2001, and recorded revenues of less
than $5,000 in the fiscal quarter ended December 31, 2001.  
Although it has two pending business acquisitions, ANTRA
Holdings Group, Inc. and Betelgeuse Productions LLC, there can
be no assurance that Select Media can initiate business
operations, even if these acquisitions are completed.  If it
fails to initiate business operations it will not be able to
achieve profitability.

The Company's current liabilities substantially exceed its
current assets.  If it incurs any unexpected liabilities, it may
not be able to meet its obligations and may be required to cease
operations, as a result of which its shareholders would lose
their entire investments.  As of December 31, 2001 the Company
had an accumulated deficit of $21,003,803, and, as of that date,
its current liabilities exceeded its current assets by
$6,743,014.

Select Media Communications has a history of operating losses
and it anticipates future losses, which may make it dfifficult
for it to obtain additional financing and to fund ongoing
operations and repay debt.

The Company incurred net losses of $5,203,004 for the year ended
December 31, 2001, and $6,053,253 in fiscal 2000 respectively.  
Its expenses are currently greater than its revenues, and the
Company expects operating losses and negative cash flow to
continue for the foreseeable future.  It  anticipates that its
losses will increase significantly from current levels because
it expects to incur additional costs and expenses related to:

     - brand development, marketing and other promotional
       activities;
     - development of new products and services;
     - expansion of its operations;
     - acquisition and integration of ANTRA and Betelgeuse;
     - additional acquisitions in its areas of focus;
     - development of relationships with strategic business
       partners;
     - costs of litigation; and
     - outstanding tax liabilities.

If the Company does achieve profitability, it cannot be certain
that it would be able to sustain  those profits or its business
in the future.

The Company's independent auditor's report on its financial
statements for the fiscal year ended December 31, 2001 states
that the Company incurred net losses of $5,203,004, and as of
that date, its current liabilities exceeded its current assets
by $6,743,014, it has significantly curtailed operations and is
unable to pay its obligations as they become due.  In addition
it could be forced to cease operations in the near term.  These
facts raise substantial doubt about its ability to continue as a
going concern.

Select Media Communications has a substantial payroll tax
liability.  Failure to negotiate an acceptable installment plan
with the Internal Revenue Service will have a material adverse
effect on its business.


SOLID RESOURCES: Court Extends CCAA Relief to June 14, 2002
-----------------------------------------------------------
Solid Resources Ltd. has announced that on April 30, 2002 it has
successfully closed the sale of its North African operations.
The result will allow the company to operate exclusively in
Canada and negate any future international losses. The net cash
proceeds of $900,000 CDN will be used to reduce the company's
debt to the secured note holders.

                    Third Quarter Results

The third quarter statements for the period ending January 31,
2002 have now been released. The statements were delayed due to
the need for additional time in order to report the necessary
changes as a result of the C.C.A.A. order and the company's
divestiture plans. The operating results for the quarter reflect
the slow third quarter experienced by the entire industry and
the loss from discontinued operations in North Africa.

                  Extension of C.C.A.A. Order

The company has successfully applied and received an extension
to the original two week order granted on March 29, 2002. The
Court of Queens Bench granted Solid an additional sixty (60)
days to prepare its plan of arrangement for the creditors of the
company. The original order was due to expire April 12, 2002 and
will now expire on June 14, 2002.

              Resignation of Director and Officer

The company announces that as a condition of the sale of its
North African operations Bob Fox has resigned from both his
position on the Board of Directors of Solid and as Solid's V.P.
Chief Operating Officer.

               Sale of the Canadian Wireline Assets

The company has closed its wireline operations and is now in
final negotiations with respect to the sale of the assets. The
sale is part of the outlined plan put forth to the Court of
Queens Bench during the C.C.A.A. application and approval
process. The company continues to provide its production testing
services in Canada.


TELEGEN CORP: Auditors Say Ability to Continue Remains Uncertain
----------------------------------------------------------------
Telegen Corporation and its subsidiaries engage in the
development of flat panel display technology. Through Telegen's
majority owned subsidiary, Telisar Corporation, the Company also
engages in the  development of a proprietary high-speed network
for the delivery of digital content.

Telegen is organized as a holding company with one wholly owned
active subsidiary, Telegen Display   Corporation, a California
corporation; two wholly owned inactive subsidiaries, Telegen
Display Laboratories, Inc., a California Corporation, and
Telegen Communications Corporation, a California corporation;
and one majority owned active subsidiary, Telisar.

The Company has received a report from its independent auditors
that includes an explanatory  paragraph describing the
uncertainty as to the Company's ability to continue as a going
concern.  

Revenues for the first quarter of 2002 were $0 compared to $0
for the first quarter of 2001. Consequently, cost of goods sold
and contract services were $0 for the first quarter of 2002
compared to $0 for the first quarter of 2001.

Research and development expenses were $501,269 for the first
quarter of 2002 compared to $500,220 for the first quarter of
2001. Of the research and development for the first quarter of
2002, $0 was  attributable to Telegen, $271,608 was attributable
to Telegen Display, and $229,661 was attributable to Telisar. Of
the 2001 research and development expenses, $358,063 was
attributable to Telegen and $142,157 was attributable to
Telisar.  Research and development expenses consisted  primarily
of salaries and consulting fees related to the Company's HGED
flat panel display for Telegen Display in 2002 and Telegen in
2001 and Telisar's development efforts related to its  
datacasting technology for 2002 and 2001.

General and Administrative expenses were $438,916 for the first
quarter of 2002 compared to  $1,610,187 for the first quarter of
2001.  Decreased general and administrative expenses for the
first quarter of 2002 resulted from reduced staffing, reduced
outside services including accounting  and legal, and
availability of funds.  Of the general and administrative
expenses for the first quarter of 2002, $324,481 was
attributable to Telegen, $53,651 was attributable to Telegen
Display,  and $60,784 was attributable to Telisar.  Of the 2001
general and administrative expenses, $1,563,455 was attributable
to Telegen, $18,252 was attributable to Telegen Display and
$28,480 was  attributable to Telisar.  The primary components of
general and administrative expenses for the first quarters of
2002 and 2001 were employee salaries, occupancy costs and
accounting and legal expenses.

Interest income for the first quarter of 2002 was $1,643 as
compared with interest income of $70,161 for the first quarter
of 2001.  All of the interest income for 2002 was attributable
to Telegen and resulted primarily from interest earned on
deposits held in financial institutions.  The interest income
for 2001 consisted of interest earned on deposits held in
financial institutions; $61,066 was attributable to Telegen and
$9,095 was attributable to Telisar.  The decrease in interest
income for 2002 resulted from decreased interest earned on
deposits held in financial institutions.

                  Liquidity And Capital Resources

Telegen has funded its operations primarily through private
placements of its equity securities with individual and
institutional investors.  As of March 31, 2002, Telegen had
raised $42,687,823 in net capital through the sale of Telegen
common stock, preferred stock and subsidiary common stock.

On February 11, 2002, the Company closed an offering of 250,000
units, each unit consisting of one (1) share of its common stock
and one (1) three year warrant to purchase a share of common
stock at an exercise price of $1.00 per share, to an individual
for net proceeds of $125,000.  No commission  was paid for this
offering.  Proceeds from the offering were available to the
Company immediately upon closing.

Telegen did not issue any shares of common stock during the
first quarters of 2002 and 2001 in lieu of cash as payment for
certain operating expenses, legal fees and employee services.

Telegen's future capital requirements will depend upon many
factors, including the extent and timing of acceptance of
Telegen's products in the market, the progress of Telegen's
research and development, Telegen's operating results and the
status of competitive products.  Additionally,  Telegen's
general working capital needs will depend upon numerous factors,
including the progress of Telegen's research and development
activities, the cost of increasing Telegen's sales, marketing  
and manufacturing activities and the amount of revenues
generated from operations.  Although Telegen believes it will
obtain additional funding in 2002, there can be no assurance
that Telegen will be able to obtain such funding or that it will
not require additional funding, or that any additional  
financing will be available to Telegen on acceptable terms, if
at all, to meet its capital demands for operations.  Telegen
believes it will also require substantial capital to complete
development of a finished prototype of the flat panel display
technology, and that additional capital will be needed to
establish a high volume production capability.  There can be no
assurance that any additional financing will be available to
Telegen on acceptable terms, if at all. If adequate funds are
not available as required, the results of operations from the
flat panel technology will be materially adversely affected.

Telegen does not have a final estimate of costs nor the funds
available to build a full-scale production plant for the flat
panel display and will not be able to build this plant without
securing significant additional capital.  The Company plans to
secure these funds either (1) from a large joint venture partner
who would then be a co-owner of the plant or (2) through a
future public or  private offering of stock.  Even if such
funding can be obtained, which cannot be assured, it is
currently estimated that a full scale production plant could not
be completed and producing  significant numbers of flat panel
displays before early 2003.  Telegen is also currently  
contemplating entering into license agreements with large
enterprises to manufacture the displays. The manufacturers would
also have the attributes of established manufacturing expertise,
distribution channels to assure a ready market for the displays
and established reputations,   enhancing market acceptance.   
Further, Telegen might obtain front-end license fees and ongoing
royalties for income.  However, Telegen does not currently
expect to have any such manufacturing  license agreements in
place before 2003, or any significant production of displays
thereunder before early 2003. Telegen is currently planning to
establish a limited production/prototype line in early 2004,
which will have the capacity to manufacture a limited number of
marketable displays to produce moderate revenues. The cost of
that production line is estimated to be about $10 million.

Telegen's future capital infusions will depend entirely on its
ability to attract new investment capital based on the appeal of
the inherent attributes of its technology and the belief that
the technology can be developed and taken to profitable
manufacturing in the foreseeable future.  Its actual working
capital needs will depend upon numerous factors including the
progress of Telegen's research and development activities, the
cost of increasing Telegen's sales, marketing and  manufacturing
activities and the amount of  evenues generated from operations,
none of which can be predicted with certainty.

Telegen anticipates incurring substantial costs for research and
development, sales and marketing  activities.   Management
believes that development of commercial products, an active
marketing program and a significant field sales force are
essential for Telegen's long-term success.  Telegen estimates
that its total expenditures for research and development and
related equipment and overhead costs for flat panel display
development could aggregate over $3,000,000 during 2002 and for
research and development and related equipment and overhead
costs for Telisar could aggregate over  $5,000,000 during 2002.
Telegen estimates that its total expenditures for sales and
marketing could aggregate over $1,000,000 during 2002.


TELEGLOBE INC: Will Not File Financial Statements on Time
---------------------------------------------------------
Teleglobe Inc. will not file its annual information form for the
fiscal year ended December 31, 2001 or its financial statements
and management's discussion and analysis for the first quarter
ended March 31, 2002 by the filing dates required under
applicable securities legislation. The Company has determined
that, in light of its financial circumstances and the
reorganization it has embarked on, it would not be in the best
interests of the Company's various stakeholders for it to
prepare such materials at this time.

As previously announced, the Company has undertaken a major
reorganization strategy that involves a renewed focus on its
core voice and related data business and an exit from its
hosting and portions of its data businesses. To facilitate this
reorganization, the Company has obtained an order providing
creditor protection under the Companies' Creditors Arrangement
Act ("CCAA") and has obtained ancillary orders in the United
States and the United Kingdom. The Company's resources will be
directed to the execution of its reorganization strategy and, as
a result, it does not anticipate filing its financial statements
for the 2002 first quarter and for other financial periods while
it remains subject to the CCAA.


TRANS GLOBAL: Moore Stephens Issues Going Concern Opinion
---------------------------------------------------------
In rendering its May 7, 2002, independent Auditors Report for
Trans Global Services, Inc., Moore Stephens, P.C., Certified
Public Accountants of Cranford, New Jersey, states, in part:

     "[T]he Company has suffered a net loss of approximately
     $1,047,000 for the three month period ended March 31, 2002
     and has a working capital deficiency of approximately
     $384,000 and an accumulated deficit of approximately
     $10,598,000 as of March 31, 2002.   

     "These circumstances raise substantial doubt about the
     Company's ability to continue as a going concern."

Management plans to seek additional financing through equity
issuances, mergers and/or acquisitions consistent with its
original  business plan, although it has no agreements or
understandings with respect to any financing, merger or
acquisition and it may not be successful in securing such
agreement or understanding. Because of the Company's stock price
and the trading volume in its stock and because the common stock
is not listed on the Nasdaq Stock Market, it is unlikely that
the Company can raise significant funds through the sale of
equity securities.  

Trans Global Services, Inc., a Delaware corporation, operates
through three subsidiaries, Avionics Research Holdings, Inc.,
Resource Management International, Inc. and Truecom, Inc.  The
Company is engaged in providing technical temporary staffing
services throughout the United States, principally in the
aerospace and aircraft industries.

Company revenue, derived principally from the aircraft and
aerospace industries, totaled $5.2 million for the three month
period ended March 31, 2002, a decrease of 22% from the revenue
of $6.7 million for the three month period ended March 31, 2001.  
This  decrease is attributable to a decline in the requirements
from its existing clients.

Gross margins for the March 2002 period and the March 2001
period were 6.5% and 7.1%, respectively.  The decrease in gross
margin during the March 2002 period is attributed to the
increase in lower margin business from its aircraft and
aerospace clients as well as the loss of higher margin  business
in the information technology segment of its business.

As a result of the continued reduced level of revenue and the
increase in services generating a lower gross margin, Company
gross profit was not sufficient to cover selling, general and
administrative expenses in either the March 2002 period or the
March 2001 period, resulting in an operating loss  before
amortization of intangibles and the cost of issuance of below
market options of $203,000 for the March 2002 period, as
compared with an operating loss of $292,000 for the March 2001
period.

As a result of the foregoing, Trans Global incurred a net loss
of approximately $1,047,000, or $.21 per share (basic and  
diluted), for the March 2002 period, compared to a loss of
approximately  $400,000, or $.15 per share (basic and diluted)
for the March 2001 period.

                  Liquidity and Capital Resources

As of March 31, 2002, the Comapny had a working capital
deficiency of approximately $384,000  compared to a deficiency
of $365,000 at December 31, 2001.  The most significant current
asset at March 31, 2002 was accounts receivable, which were
approximately $1.9 million.  These receivables were offset by
payroll and related expenses of approximately $1.0 million and
$1.3 million due to its asset-based lender. The payroll and
related taxes and expenses relate primarily to compensation
to its contract employees and related taxes, which were paid
during the first week of April 2002.  During the three months
ended March 31, 2002, operating activities provided cash flow of
approximately $107,000.  The Company's principal source of cash
during the three month period was the credit facility with its
asset-based lender.

Trans Global Services expects it will continue to incur losses,
at least through the third quarter of 2002 and losses may
continue thereafter. Because of its present stock price, it is
highly unlikely  that it will be able to raise funds through the
sale of its equity securities, and its financial  condition
prevents it from issuing debt securities.  It will consider an
acquisition if it believes that the company would provide it
with adequate financial resources.  Any acquisition is likely  
to  result in a change of control and substantial dilution to
Company stockholders. Although the Company has engaged in
negotiations in the past, none of those negotiations has
resulted in an agreement.  Although it has engaged in
negotiations with respect to an acquisition, such negotiations
have not resulted in a letter of intent or memorandum of
understanding and the Company admits that there is no assurance
that it will complete any acquisition.


TRICO MARINE: S&P Assigns B Rating To Proposed $250 Mill. Notes
---------------------------------------------------------------
Standard & Poor's affirmed its single-'B'-plus corporate credit
rating on Trico Marine Services Inc. and at the same time,
assigned its single-'B' debt rating to the company's proposed
$250 million senior unsecured notes issue. Houma, Louisiana-
based Trico Marine provides offshore support services to the
petroleum industry and has approximately $300 million of
outstanding debt.

"The transaction refinances Trico's outstanding $248 million
senior unsecured issue and extends the company's debt maturity
schedule," noted Standard & Poor's credit analyst Daniel Volpi.

The ratings on Trico Marine reflect the company's participation
in the volatile offshore support segment of the petroleum
industry and aggressive financial leverage. Trico Marine
operates 85 offshore support vessels stationed in the Gulf of
Mexico, the North Sea, South America, and West Africa drilling
markets. Roughly half of the company's revenues are derived from
the Gulf of Mexico, a market that typically operates on short-
term contracts. The recent weakness of the Gulf of Mexico market
has been tempered by the company's exposure to the relatively
stable international markets. Cash flow stability is underpinned
by the contract position of the company's international fleet; a
high percentage of the company's 2002 projected revenue is under
contract.

In the near term, Trico's financial profile will reflect both
the difficulties in the Gulf market and the effects of its
newbuild program. Total debt to capital is expected to remain in
the 50% to 55% range, however debt to EBITDA likely will exceed
6.0 times. Leverage is expected to decrease with the recovery of
the Gulf of Mexico market and the contribution of the newly
constructed vessels in the following year. Fixed charge coverage
measures are weak for the rating, with EBITDA to interest plus
capital expenditures below 1.0x likely in 2002. Trico will fund
a large portion of its newbuild program with its $90 million
secured Norwegian facility. Liquidity is adequate with cash on
hand, remaining capacity on the company's Norwegian facility,
and approximately $25 million available on the U.S. secured
facility pro forma for the notes issuance.

The stable outlook on Trico reflects expectations that the
company will not pursue any expansion initiatives that would
deteriorate its current financial position. Specifically, until
Trico has reduced the debt associated with its latest expansion
program, Standard & Poor's does not expect Trico to launch new
construction projects or significant acquisitions without
favorable contract support or incremental equity issuance.


US TIMBERLANDS: S&P Junks Ratings After Missed Interest Payment
---------------------------------------------------------------
Standard & Poor's said that it lowered its ratings on timber
company U.S. Timberlands Klamath Falls LLC and its affiliate,
U.S. Timberlands Finance Corp., to triple-'C'-minus after the
companies failed to make a May 15, 2002, interest payment on
$225 million in senior notes due 2007. These notes represent the
total amount of debt outstanding.

The ratings remain on CreditWatch. However, implications have
been changed to "developing" from "negative." (Developing
implications means that ratings may be raised, lowered, or
affirmed.)

U.S. Timberlands' management expects to make the interest
payment within the 30-day grace period using proceeds from a
planned timberland sale. Should it fail to do so, ratings will
be lowered to 'D'. If the interest payment is made within the
grace period, the ratings could be raised.

"The potentially higher ratings would also reflect the fact that
merchantable timber volume on Klamath's properties (about
500,000 acres in Oregon) has deteriorated significantly during
the past two years, primarily because of aggressive harvest
levels," says Standard & Poor's credit analyst Cynthia Werneth.

In addition, Standard & Poor's says transfers of the company's
properties to an affiliate have caused Klamath's timberland
acreage to decline somewhat. As a result, there is a risk that
Klamath's property value will be insufficient to permit
refinancing of the entire $225 million of notes at their
maturity in 2007. There is also uncertainty about management's
ongoing attempt to take U.S. Timberlands Co. LP (Klamath's 99%-
owner) private, including the outcome of related lawsuits.

Klamath grows and harvests timber and sells logs to third-party
wood processors.


USG CORP: Court Fixes November 15, 2002 as General Bar Date
-----------------------------------------------------------
Judge Newsome establishes November 15, 2002 as the General
Bar Date by which all entities holding pre-petition General
Claims, including governmental units, must file proofs of claim
against USG Corporation and its debtor-affiliates with respect
to such General Claims. Establishing November 15, 2002 as the
General Bar Date will provide entities with General Claims
against the Debtors approximately six months from the
commencement of the proposed notification period to file such
claims.

USG Corporation's 8.50% bonds due 2005 (USG1) are quoted at a
price of 79, says DebtTraders. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG1


WARNACO: Agrees to Raise Dewey Ballantine's Compensation Cap
------------------------------------------------------------
The Retention and Employment Order of Dewey Ballantine, LLP as
The Warnaco Group, Inc., and its debtor-affiliates' special
counsel is capped at $500,000.  However, Dewey exceeded the
compensation cap in its performance of the services requested.

So as not to disrupt or cut-off Dewey's services, the Debtors
agreed to increase the compensation cap of Dewey by the
execution of a Stipulation which states:

  (a) The fee cap for Dewey's services rendered from July 23,
      2001 through and including April 15, 2002 is increased
      to $550,000 and will be paid after entry of an order
      approving this Stipulation without further holdback.
      Dewey's fees for future services, commencing on and after
      April 16, 2002, are capped at $20,000, without prejudice
      to the Debtors' right to seek an increase in such new
      cap; and

  (b) Dewey's fees for services rendered to the Debtors between
      July 23, 2001 and April 15, 2002 that exceed the $550,000
      cap established herein are waived. (Warnaco Bankruptcy
      News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)  


WESTELL TECH: Has $22MM Working Capital Deficit at Mar. 31, 2002
----------------------------------------------------------------
Westell Technologies, Inc. (NASDAQ: WSTL) announced results for
its fourth quarter and fiscal year ending March 31, 2002.

Pro forma net loss for the quarter was $7.3 million compared
with a loss of $18.2 million for the same period last year. The
pro forma net loss excludes goodwill amortization, a goodwill
impairment charge related to the Teltrend acquisition,
restructuring charges and charges to reduce the carrying value
of inventories to their net realizable value. Revenues for the
quarter were $50 million compared to $72 million for the
comparable quarter of last year. GAAP net loss for the fourth
quarter, which includes goodwill amortization and the charges
discussed above, was $31.7 million compared to a loss of $58.6
million for the comparable quarter of last year.

Pro forma net loss for the fiscal year ended March 31, 2002 was
$23.3 million compared to a loss of $22.3 million for the prior
fiscal year. GAAP net loss for the fiscal year was $167.4
million compared with a loss of $93.8 million for the same
period last year. Revenues for the fiscal year were $240 million
compared to $361 million for last year.

In accordance with its accounting policies, the Company
completed an evaluation of the fair value of the Teltrend long-
lived assets (including goodwill) during the fourth quarter and
has reported an additional $7.0 million non-cash charge to
reduce the carrying value of these assets to their estimated
fair value. For the fiscal year the total non-cash charge
related to the Teltrend long-lived assets was $97.5 million.
This charge is the result of continuing depressed market
conditions in the T-1 repeater and low speed digital data
products portion of the business acquired from Teltrend, Inc.

"Given the depressed telecom economic environment, we are not
displeased with our fourth quarter results," stated Van Cullens
Westell's President and CEO. "We remain committed to our
previously stated objective to be profitable for fiscal year
2003 which began April 1, 2002", he added.

Westell Technologies, Inc. (NASDAQ: WSTL) headquartered in
Aurora, Illinois is a broadband access solutions company that
provides leading broadband products, service solutions, and
conferencing solutions for carriers, service providers and
business enterprises around the world. Westell delivers
innovative, open broadband solutions that meet our customers'
needs for fast and seamless broadband connection. Conference
Plus, a Westell subsidiary, offers conferencing services
including voice, video, and IP data conferencing, to carriers
and multi-national corporations throughout the world. For more
information visit http://www.westell.com  

At March 31, 2002, Westell Technologies' total current
liabilities exceeded its total current assets by almost $22
million.


ZAMORA GOLD: Won't File Financial Statements Before Due Dates
-------------------------------------------------------------
Zamora Gold Corp. said that despite best efforts by the
Corporation's management, it anticipates that its audited
results for the fiscal year ended December 31, 2001 and its
unaudited results for the three months ended March 31, 2002 will
not be filed by the deadlines imposed by the Ontario Securities
Act. The Corporation anticipates filing its Financial Statements
on or about July 19, 2002.

The late filing of the Financial Statements is due primarily to
financial difficulties associated with the Corporation's failure
to obtain consistent gold production from its concessions which
in turn, is due to a lack of funds available to adequately
exploit exploration activities and sustain drilling operations.
The late filing is also due to the difficulties in obtaining
financing for the Corporation's operations in Ecuador, a country
with a very low credit rating.

Due to this filing default, the Corporation's shares may be
subject to a cease trade order affecting certain members of
management and insiders of the Corporation. However, if the
Corporation fails to file its Financial Statements by July 21,
2002 a cease trade order may be issued affecting all of the
Corporation's shares.

In accordance with OSC Policy 57-603, the Corporation intends to
satisfy the provisions of the alternate information guidelines
so long as it remains in default of its financial statement
filing requirements.

Zamora's trading symbol on the Canadian Unlisted Board is
"ZMRA".


* Sherwood Names James Ward to Head Corp. Due Diligence Practice
----------------------------------------------------------------
Sherwood Partners, Inc. -- http://www.shrwood.com-- a business  
advisory and consulting firm that enhances a company's chances
of success in a constantly evolving marketplace, has appointed
James Ward, former partner of Parks, Palmer, Turner &
Yemenidjian, LLP, a Los Angeles based accounting firm, as its
new senior vice president, heading up the firm's new corporate
due diligence practice.

"Jim is an excellent addition to our team.  His expertise in the
areas of corporate due diligence, forensic accounting,
restructuring, insolvency, business bankruptcy and commercial
litigation complement our team's existing strengths quite well,"
said Martin Pichinson, founder and principal of Sherwood
Partners, Inc.  "His dynamic leadership, relationships and
unique experience will provide our clients with an important
blend of technical proficiency and technical knowledge.  This
experience will prove invaluable as we build out our corporate
due diligence practice area."

Currently housed as part of Sherwood Partners general practice,
the objective of Sherwood Partners corporate due diligence
practice will be to build on the firm's success in handling
company turnaround and wind-down situations, and expand its role
in high-growth transitional situations.  Many of the national
Venture Capital firms that currently use Sherwood have expressed
positive interest in using this service to assist in the
decision making process prior to raising a new round of
financing or granting bridge loans to their portfolio companies.

"Appropriate third-party due diligence can offer insight into a
company's management and investors might miss," said Jim Ward.  
"By providing feedback and assisting companies in implementing
changes early on, we can help them avoid making the same
mistakes that have led to the demise of so many companies.  
Sherwood Partners, Inc. expertise in this area makes the firm
well-positioned to build such a business."

Mr. Ward brings more than 32 years of experience to Sherwood
partners, including a career that has concentrated on the
business and financial ramifications of problem and failed
mergers and acquisitions.

His first experience with insolvency came on the Maxon
Industries case where he served as the chairman of the
creditors' committee and later as a director and chairman of the
audit committee of the reorganized debtor.  Mr. Ward served as
the president and chief executive officer of Software Centre
International until that company successfully reorganized.  He
was also a senior insolvency advisor to Knudsen Foods.  For the
last 9 years, he was the head of his former firm's audit
practice, which included a variety of litigation support and
reorganization engagements.

He has been actively involved in many industries, including
commercial and consumer finance, entertainment, consumer
electronics, manufacturing, distribution, government
contracting, food processing, farming, the dairy industry and
real estate syndication.  Mr. Ward is a graduate of California
State University at Northridge with a BS degree in accounting
and finance. Mr. Ward is also a CPA and a Certified Insolvency
and Reorganization Advisor.

Sherwood Partners, Inc., is a business advisory and consulting
firm that helps companies survive, transition and transform
their businesses in this constantly evolving marketplace.  The
firm specializes in corporate restructuring, crisis management,
corporate due diligence, interim management, strategic planning,
strategic partnerships, corporate finance, efficiency
integration, debt restructuring, asset liquidation and
assignments for the benefit of creditors.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

    Issuer           Coupon   Maturity  Bid - Ask  Weekly change
    ------           ------   --------  ---------  -------------
Crown Cork & Seal     7.125%  due 2002    95 - 97        0
Federal-Mogul         7.5%    due 2004    20 - 22        +1
Finova Group          7.5%    due 2009    35 - 36        +0.5
Freeport-McMoran      7.5%    due 2006    89 - 91        +2
Global Crossing Hldgs 9.5%    due 2009   1.5 - 2.5       0
Globalstar            11.375% due 2004     7 - 9         -0.5
Lucent Technologies   6.45%   due 2029    63 - 65        0
Polaroid Corporation  6.75%   due 2002     1 - 3         -1.5
Terra Industries      10.5%   due 2005    86 - 89        0
Westpoint Stevens     7.875%  due 2005    63 - 65        0
Xerox Corporation     8.0%    due 2027    49 - 51        -2

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

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