TCR_Public/020528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 28, 2002, Vol. 6, No. 104

                           Headlines

ANC RENTAL: Wins Okay to Consolidate Ops. at Cleveland Airport
APW LTD: Gets Nod to Access $38 Million Post-Petition Financing
ACTIVEWORLDS CORP: Nasdaq Will Delist Shares Effective Tomorrow
ADVANCED SWITCHING: Files Cert. of Dissolution with DE State Sec
APPLIED DIGITAL: Grant Thornton Resigns as External Auditors

APTIMUS INC: Contemplates Transfer to Nasdaq Small Cap Market
ATCHISON CASTING: Falls Below NYSE Continued Listing Criteria
BION ENVIRONMENTAL: Sets Spec. Shareholders' Meeting for June 19
BREAKAWAY SOLUTIONS: Signs-Up Klehr Harrison as Special Counsel
BUCKHEAD AMERICA: Nasdaq SmallCap Will Delist Shares Tomorrow

BURLINGTON INDUSTRIES: Proposes Uniform Property Sale Procedures
CELLPOINT INC: Ability to Continue Operations Still Uncertain
CLASSIC COMM: Wants Plan Filing Period Extended to July 15
CORECOMM LIMITED: Fails to Maintain Nasdaq Listing Standards
COVANTA ENERGY: Court Okays Nixon Peabody as Special Counsel

E.SPIRE COMMS: Secures $80MM Total Commitment on DIP Amendments
EASYLINK SERVICES: Names Murawski as President Effective May 31
ENRON CORP: Bermudian Unit Resolves Dispute with Global Risk
EUROGAS INC: Has $9.7MM Working Capital Deficit at Mar. 31, 2002
EXIDE TECH: Obtains Go-Signal to Continue Intercompany Transfers

FEDERAL-MOGUL: Powertrain Unit to Divest 14% Stake in TP Liners
FLAG TELECOM: Signs-Up Poorman-Douglas as Notice & Claims Agents
GENERAL DATACOMM: Engages PricewaterhouseCoopers as Auditors
GENERAL PUBLISHING: Continues Work on Restructuring Plan
GLOBAL CROSSING: Court Approves De Minimis Asset Sale Procedures

GLOBAL CROSSING: Hutchison Fails Reach Agreement with Creditors
HARVARD INDUSTRIES: Seeks Exclusivity Extension thru August 13
IT GROUP: Has Until July 15, 2002 to Remove Prepetition Actions
iGO CORPORATION: Falls Below Nasdaq Continued Listing Criteria
INTEGRATED HEALTH: Exclusive Filing Period Stretched to Sept. 24

INTERDENT INC: Violates Nasdaq Minimum Listing Requirements
INTERFERON SCIENCES: Has Ample Resources to Last through May 31
INTERVISUAL BOOKS: Total Shareholders' Equity Deficit Tops $1.4M
KENNAMETAL: Intends to Issue 3MM Shares & $300M Sr. Unsec. Notes
KMART CORP: Noritsu America Takes Action to Recover Equipment

LODGIAN INC: Court Okays Uniform Contract Rejection Procedures
MARGATE INDUSTRIES: Nasdaq to Delist Shares Effective Tomorrow
NII HOLDINGS: Parent Nextel Pleased About Restructuring Terms
NORTEL NETWORKS: Board Declares Dividend on Class A Preferreds
OWENS CORNING: Seeks Approval of Intercompany Tolling Agreement

PILLOWTEX CORP: Will Assume Key Finance Lease Pacts as Amended
PINNACLE HOLDINGS: Nasdaq Delists Shares Effective May 24, 2002
POLAROID: Committee's Asset Sale Objection Stays Under Wraps
PRANDIUM INC: Nixes Austin Grills' Unsolicited Buyout Offer
RELIANCE GROUP: Will Make Late Form 10-Q Filing for Q1 2002

SNTL CORP: Court Sets Plan Confirmation Hearing for June 18
SAFETY-KLEEN: Onyx Seeks Delay of Chemical Services Sale Process
SEITEL: Senior Noteholders Agree to Extend Waiver Until May 31
STANDARD STEEL: Liability to Teledyne Over Disputed Steel Nixed
STARBASE CORP: Enters Pacts to Complete $12MM Equity Financing

TELEGLOBE: Court to Grant Injunction for Canadian Units Today
TRAILER BRIDGE: Fails to Comply with Nasdaq Listing Requirements
TRANS-INDUSTRIES: Requests Hearing with Nasdaq Listing Panel
UNITED SHIELDS: PMT Unit's Eventual Bankruptcy Filing Likely
VECTOUR INC: Seeks to Stretch Exclusivity Until August 29, 2002

VERSATA INC: Fails to Regain Compliance with Nasdaq Requirements
W.R. GRACE: Asbestos Committees Tap Milberg Weiss for Litigation
WALL STREET STRATEGIES: Needs New Financing to Continue Ops.
WILLIAMS COMMS: Gets Approval to Continue Cash Collateral Use
WORKFLOW MANAGEMENT: Obtains Waiver of Loan Covenant Defaults

ZAMBA SOLUTIONS: Fails to Maintain Nasdaq Listing Standards

                           *********

ANC RENTAL: Wins Okay to Consolidate Ops. at Cleveland Airport
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained the Court's permission to reject the Alamo Concession
Agreement and Lease and to assume the National Concession
Agreement and Lease and assign it to ANC. These agreements were
entered into by the Debtors and the Cleveland Airport.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, tells the Court that the action is
expected to result in savings for the Debtors of over $1,461,000
per year in fixed-facility costs and other operational costs.
(ANC Rental Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


APW LTD: Gets Nod to Access $38 Million Post-Petition Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
grants interim authority to APW Ltd. and Vero Electronics, Inc.
to obtain postpetition debtor-in-possession financing.  The
Court also grants the Debtors authority to provide superpriority
liens and provide adequate protection to their prepetition
Lenders extending the DIP financing.  A final hearing on this
Motion is set to happen on June 3, 2002 at 2:30 p.m.

The Debtors admit that, as of the Commencement Date, they owed
at least approximately $680,000,000 under the Pre-Petition Loan
Documents.

The Debtors relate that in order to continue operations as a
going concern, they need immediate access to funds.  The Debtors
add that the operating businesses are not carried out by APW,
but by the Subsidiaries, and the operations of the Subsidiaries
were primarily funded through borrowings under the Pre-Petition
Facilities and through a Securitization Facility.  The Debtors
further relate that Pre-Petition Facilities and the
Securitization Facility terminated automatically upon the
commencement of the Cases.  The Debtors are unable to obtain
unsecured credit under section 503(b)(1) of the Bankruptcy Code
as an administrative expense.  The Debtors intend to purchase
and repurchase the Securitized Receivables to continue funding
their operations.  The Court permits APW to borrow up to $38
million in revolving loans under the Post-Petition Facility to
finance the purchase by APW from APCC of the Securitized
Receivables and the payment of any related transaction costs,
fees and expenses in accordance with the provisions of the Post-
Petition Credit Agreement.

In their Post-Petition Multicurrency Superpriority Credit
Agreement, APW, as the borrower, Vero and the Non-Debtor
Subsidiaries as the Post-Petition Guarantors, Bank of America as
the post-petition administrative agent, BofA and Royal Bank of
Scotland PLC as collateral agents and certain other financial
institutions and funds, including certain of the Pre-Petition
Lenders, set forth three different multicurrency post-petition
tranches, aggregating U.S. $110,000,000:

      1) a US $70,000,000 multicurrency asset-based tranche
         pursuant to which revolving loans will be made based on
         85% of eligible US receivables and 60% of eligible US
         inventory, less reserves and adjustments, referred to as
         the "Tranche A Senior Collateral",

      2) a US $20 million multicurrency asset-based tranche,
         which revolving loans will be made based on 40% of
         eligible UK and Ireland receivables, 40% of eligible UK
         and Ireland inventory, 50% of eligible UK and Ireland
         finished good stock and seventy percent 70% of UK and
         Ireland real property, plants and equipment, less
         reserves and adjustments, referred to as the "Tranche B
         Senior Collateral", and

      3) a US $20,000,000 tranche pursuant to which revolving
         loans will be made (all property of APW and the
         Subsidiaries not constituting Tranche A Senior
         Collateral or Tranche B Senior Collateral (including,
         without limitation, real property, plants and equipment
         and bankruptcy causes of action and the proceeds
         thereof), referred to as the "Tranche C Senior
         Collateral".

Under an intercreditor arrangement among the three lending
groups funding the Post-Petition Credit Agreement:

      a) the lenders under the Tranche A Loans are to have the
         senior lien on the Tranche A Senior Collateral to secure
         the performance of the obligations owing under that
         facility, with the lenders under the Tranche B Loans and
         the Tranche C Loans having a junior, pari passu lien
         against such collateral (securing their respective
         facilities on a pro rata basis),

      b) the Lenders under the Tranche B Loans are to have the
         senior lien on the Tranche B Senior Collateral to secure
         the performance of the obligations owing under that
         facility, with the lenders under the Tranche A Loans and
         the lenders under the Tranche C Loans having a junior,
         pari passu lien against such collateral (securing their
         respective facilities on a pro rata basis), and

      c) the lenders under the Tranche C Loans are to have the
         senior lien on the Tranche C Senior Collateral to secure
         the performance of the obligations owing under that
         facility, with the lenders under the Tranche A Loans and
         the lenders under the Tranche B Loans having a junior,
         pari passu lien on such collateral (securing their
         respective facilities on a pro rata basis.)

The Court allows the Debtors to advance no more than $80 million
in revolving loans under the three tranches. The Court also
rules that the Pre-Petition Lenders and the Post-Petition
Lenders will consent to the terms and conditions of the Post-
Petition Facility

The Collateral Agents, on behalf of themselves and the Post-
Petition Lenders, are granted a superpriority lien on all of the
assets of the Debtors. Specifically, this lien shall be senior
in priority and shall "prime" the lien of the Pre-Petition
Agents on any of the assets of the Debtors, including the Pre-
Petition Collateral and the Pre-Petition Cash Collateral.

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.


ACTIVEWORLDS CORP: Nasdaq Will Delist Shares Effective Tomorrow
---------------------------------------------------------------
Activeworlds Corp. (Nasdaq: AWLD) announced its receipt on May
20, 2002 of a Written Notice of Staff Determination from Nasdaq
that, as a result of Activeworlds' failure to comply with the
applicable continued listing requirement, Activeworlds' common
stock will be delisted from The Nasdaq SmallCap Market at the
opening of business on May 29, 2002, unless such delisting is
stayed by Activeworlds requesting before such date an appeal of
the Staff's delisting determination.  Activeworlds has filed an
appeal.

The Nasdaq notice stated that the Staff's determination was
based on Activeworlds' failure to comply with Nasdaq Marketplace
Rule 4310(C)(2)(B) which states that for "continued inclusion,
the issuer shall maintain:  (i) stockholders' equity of $2.5
million; (ii) market capitalization of $35 million; or (iii) net
income from continuing operations of $500,000 in the most
recently completed fiscal year or two of the last three most
recently completed fiscal years." The Nasdaq notice also stated
that the bid price of Activeworlds' common stock had closed
below $1 per share for 30 consecutive trading days, and,
accordingly, that it did not comply with MarketPlace Rule
4310c(4).

Nasdaq also advised Activeworlds that effectiveness of the
merger between Activeworlds and Aladdin Systems Holdings, Inc.
(OTC Bulletin Board: ALHI), as proposed in a previously
announced nonbinding letter of intent, would not cause
Activeworlds to satisfy the Nasdaq SmallCap Market continued
listing requirements.  Such continued listing was a condition to
the proposed merger with Aladdin.

Activeworlds intends to explore alternative strategic
transactions, in seeking to enhance stockholder value and,
possibly, to satisfy Nasdaq's SmallCap Market listing
requirements.  Such strategic transactions to be considered may
include mergers, acquisitions, divestitures, debt and equity
financings, recapitalizations and corporate-governance issues.
Activeworlds has received two acquisition proposals including a
revised verbal proposal from Aladdin which in addition to the
previously announced terms, proposes to merge with a third
private company simultaneous to merging with Activeworlds,
includes a $1,000,000 loan from an investor which would be
convertible into shares of common stock of Activeworlds at a
price of $0.15 per share upon the following circumstances:  If
the merger between the three companies is not consummated within
4 months; if an independent director is removed; if there is an
action to change the board composition, the investor would get
to appoint the new independent director; or if there is a
shareholder action during the next 4 months.

A second proposal is with X3D Technologies, a private company,
which proposes merging with Activeworlds for 40% of Activeworlds
common stock, in addition X3D Technologies claims to have
(subject to audited financials) net tangible assets exceeding
$1.4 million.  X3D Technologies believes that its net tangible
assets of at least $1.4 million combined with Activeworlds net
tangible assets of at least $1.1 million dollars would qualify
for continued listing on the Nasdaq Small Cap market.  X3D
Technologies has also received a commitment letter from an
investor that has agreed to a firm financing of $1,000,000 at
market price upon the closing of the merger of the two
companies.

"We do not know if either of the proposals would result in
meeting the Nasdaq continued listing requirement.  A majority of
the board of directors of Activeworlds had voted in favor of
pursuing the transaction with Aladdin as originally structured.
It does not appear that a majority of the company's
stockholders, some of whom are management directors, would
support the Aladdin transaction.  It does not appear that a
majority of the company's board of directors would support the
second proposal with X3D Technologies. Additionally, X3D
Technologies, in its capacity as one of Activeworlds principal
stockholders, has requested that Activeworlds call a special
stockholders meeting to remove two of its independent
directors."

There is no assurance that Activeworlds will be able to
consummate a transaction that would enhance stockholder value or
cause Activeworlds to satisfy Nasdaq's SmallCap Market listing
requirements.  If Activeworlds' common stock is delisted from
Nasdaq's SmallCap Market, it anticipates applying for the common
stock to be traded on the Over-the-Counter Bulletin Board.

Activeworlds provides software products and online services that
permit users to enter, move about and interact with others in a
computer-generated, three-dimensional virtual environment using
the Internet.  The Activeworlds(TM) browser is a small 1
megabyte download and has been downloaded by more than 1.5
million users worldwide.  Through the technology's scalable
capacity, Activeworlds users have placed more than 100 million
objects in Activeworlds(TM) largest world Alphaworld, whose
virtual land space is larger than the state of California.  Some
uses for the software include: online training and education,
Web site development, e-commerce and entertainment.  Clients
from a wide spectrum of activities, such as Boeing, Siemens,
Cornell, and many more are currently using Activeworlds
technology.


ADVANCED SWITCHING: Files Cert. of Dissolution with DE State Sec
----------------------------------------------------------------
Advanced Switching Communications, Inc. (Nasdaq: ASCX) has filed
with the Delaware Secretary of State a Certificate of
Dissolution in accordance with the plan of complete liquidation
and dissolution approved by the Company's stockholders at a
special stockholders meeting held on April 9, 2002.  The Company
has also requested that the Nasdaq Stock Market delist the
Company's common stock and instructed its transfer agent to
close its stock transfer books and discontinue recording
transfers of common stock at the close of business on May 24,
2002.  As a result, certificates representing the company's
common stock will no longer be assignable or transferable on the
Company's stock transfer books except by will, intestate
succession or operation of law.

Pursuant to Delaware law, the Company will continue to exist for
three years after the dissolution becomes effective or for such
longer period as the Delaware Court of Chancery shall direct,
for the purpose of prosecuting and defending suits, settling and
closing its business, disposing of any property, discharging its
liabilities and distributing to its stockholders any remaining
assets, but not for the purpose of continuing business.

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


APPLIED DIGITAL: Grant Thornton Resigns as External Auditors
------------------------------------------------------------
By letter dated May 14, 2002, Grant Thornton LLP resigned as
Applied Digital Solutions' outside auditing firm. The Company
and Grant Thornton had a disagreement on the proper accounting
treatment with respect to a non-cash item in connection with the
merger of a subsidiary of Medical Advisory Systems, Inc. and
Digital Angel Corporation, in which the Company held a
controlling interest. As a result of the nature of the
disagreement as outlined below, Grant Thornton communicated its
resignation as the Company's auditors. Grant Thornton advised
Applied Digital Solutions that its proposed treatment of the
non-cash item was inconsistent with the position taken in
Medical Advisory Systems' definitive proxy statement dated
February 14, 2002, related to the Merger. Grant Thornton advised
that Applied Digital Solutions had not brought to Grant
Thornton's attention the change in accounting position and that
it did not believe it could rely upon future representations
made by Company's management. Grant Thornton also advised
Applied Digital Solutions that it had not completed its review
of the Company's quarterly report for the first quarter of 2002.

The accounting item in question (about which the Company and
Grant Thornton LLP have had the disagreement) relates to options
that Medical Advisory Systems has to assume or convert into
Medical Advisory Systems options under the terms of an agreement
and plan of merger, dated November 1, 2001, by and among Medical
Advisory Systems, a Medical Advisory Systems wholly-owned
subsidiary, and Old Digital Angel Corporation, in which the
Company held a controlling interest. On March 27, 2002, the
Medical Advisory Systems wholly-owned subsidiary was merged with
and into Old Digital Angel Corporation under the terms of the
merger agreement. Applied Digital Solutions also contributed
certain other subsidiaries in the merger. Old Digital Angel
Corporation, as the surviving corporation, became a wholly-owned
subsidiary of Medical Advisory Systems, which has since been
renamed Digital Angel Corporation. Grant Thornton has also
communicated by letter dated May 14, 2002, the termination of
its auditor relationship with New Digital Angel Corporation.

With respect to the dispute as to the proper accounting
treatment for these options, Grant Thornton's position is that
Applied Digital Solutions should recognize in the first quarter
of 2002 a one-time, non-cash, compensation expense, in the
amount of approximately $14.5 million, under the guidance
provided by Accounting Principles Board Opinion No. 25 (APB 25),
as amended by FASB Interpretation No. 44 and Emerging Issues
Task Force Issue 00-23. The Company is of the view that the cost
of the assumed- or to-be-converted options represents part of
the merger consideration and should be capitalized and reflected
on the Company's balance sheet, consistent with accounting for
the transaction as a business combination using the purchase
method of accounting, in accordance with Accounting Principles
Board Opinion No. 16 (APB 16). The Company has contacted the
staff of the Securities and Exchange Commission with respect to
this issue.

The Audit Committee of the Board of Directors was advised of
management's handling of the proposed accounting treatment for
the stock options by Grant Thornton. Applied Digital Solutions
has authorized Grant Thornton to respond fully to inquiries of
the successor accountant concerning the subject matter of the
foregoing disagreement.

The Registrant is presently in negotiations with a new
independent accounting firm with respect to the auditing of the
Registrant's financial statements.

Applied Digital Solutions is an advanced digital technology
development company that focuses on a range of early warning
alert, miniaturized power sources and security monitoring
systems combined with the comprehensive data management services
required to support them. Through its Advanced Wireless unit,
the Company specializes in security-related data collection,
value-added data intelligence and complex data delivery systems
for a wide variety of end users including commercial operations,
government agencies and consumers. At March 31, 2002, Applied
Digital Solutions' total current liabilities exceeded its total
current assets by about $85 million.


APTIMUS INC: Contemplates Transfer to Nasdaq Small Cap Market
-------------------------------------------------------------
Aptimus, Inc. (Nasdaq: APTM), the leading online direct
marketing network, said it may request to move to the Nasdaq
SmallCap Market. The Company currently meets all of the listing
criteria for the Nasdaq Small Cap Market and all but one of the
listing criteria for the Nasdaq National Market. However, the
Company recently received notice from Nasdaq that the market
value of its public float (or publicly held shares) does not
meet the minimum requirement for continued listing on the Nasdaq
National Market pursuant to National Marketplace Rule
4450(a)(2). The Company has requested an oral hearing before the
Nasdaq Listing Qualifications Panel to appeal this decision.
Aptimus will continue to trade on the Nasdaq National Market
under the symbol APTM pending the outcome of these proceedings.
If the Company is unable to maintain its National Market
position, it expects to move to the Nasdaq Small Cap Market
where it would continue to trade under the symbol APTM.

"This action was not unexpected given the Company's limited
public float after our tender offer last year," said Tim Choate,
Aptimus' President and CEO. "There are many highly valued
companies on the Nasdaq Small Cap Market and we view a potential
move there as a positive in terms of focus. However, for now we
have decided to appeal the staff determination to keep all our
options open," continued Choate. "Our business continues to
expand and we are confident that we will present a compelling
case for continued National Market listing when our appeal is
heard." About Aptimus, Inc.

Aptimus is the leading online direct response network. Aptimus
provides high volume performance-based customer acquisition
solutions for major consumer marketers. The Company presents
direct response offers from its advertisers across an ever-
expanding network of distribution partner web sites and email
channels. Aptimus' primary offer presentation formats include
cross-marketing promotions at the points of registration,
purchase, login, or other transactional activities on web sites,
as well as email campaigns leveraging the Aptimus TransAction
Masterfile(TM) of over 50 million opt-in email addresses. At its
core, the process is facilitated by the Aptimus Direct Response
System(TM), which is a proprietary and highly scalable offer-
serving platform, and includes patent-pending Dynamic Revenue
Optimization(TM) technology that automatically determines the
best marketer offers for placement on each distribution
partner's Web site. This approach strikes a unique balance
between the client marketer and web-site publisher to assure the
highest response rate for our clients and the highest financial
return to our distribution partners, while placing the right
offers in front of the right customers. Aptimus has offices in
Seattle and San Francisco, and is publicly traded on Nasdaq
under the symbol APTM. The Company's corporate Web site has
additional information at http://www.aptimus.com


ATCHISON CASTING: Falls Below NYSE Continued Listing Criteria
-------------------------------------------------------------
Atchison Casting Corporation (NYSE: FDY) has received formal
notice from the New York Stock Exchange that the Company is
"below criteria" for the NYSE continued listing criteria
relating to total market capitalization over a 30 trading-day
period.

Under the NYSE market capitalization requirement, the Company's
total market capitalization may not be less than $15 million
over a 30 trading-day period.  As required by the NYSE, the
Company will submit a business plan that the Company believes
will demonstrate compliance with continued listing standards
within eighteen months of the NYSE's notification.  If the
Committee accepts the business plan, the Company would be
subject to quarterly monitoring for compliance with the business
plan.  If the business plan is not accepted, the Company would
be subject to NYSE trading suspension and delisting and, in such
event, the Company would seek an alternative trading venue.

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


BION ENVIRONMENTAL: Sets Spec. Shareholders' Meeting for June 19
----------------------------------------------------------------
A Special Meeting of Shareholders of Bion Environmental
Technologies, Inc., a Colorado corporation, will be held at the
Company's headquarters at 18 East 50th Street, 10th Floor, New
York, New York, on Wednesday, June 19, 2002, at 10:00 a.m.,
Eastern Time, and at any and all adjournments thereof, for the
purpose of considering and acting upon the following matters.

      1.   The abandonment of a previously approved 1 for 3.5
reverse split and the approval of a proposed 1 for 10 reverse
split of the outstanding shares of the Company's common stock;
and

      2.   The transaction of such other business as may properly
come before the meeting or any adjournment thereof.

Only holders of the no par value common stock of the Company of
record at the close of business on May 31, 2002, will be
entitled to notice of and to vote at the Meeting or at any
adjournment or adjournments thereof.

Bion designs and operates advanced waste and wastewater
treatment systems for a variety of industrial and agricultural
applications. At March 31, 2001, Bion reported a total
shareholders' equity deficit of close to $9 million.


BREAKAWAY SOLUTIONS: Signs-Up Klehr Harrison as Special Counsel
---------------------------------------------------------------
Breakaway Solutions, Inc. and its debtor-affiliates asks the
U.S. Bankruptcy Court for the District of Delaware to engage the
legal services of Klehr, Harrison, Harvey, Branzburg & Ellers
LLP as special litigation counsel.

Adelman Lavine Gold and Levin, PC, a Professional Corporation,
was retained by the Debtors generally to represent the Debtors
in its chapter 11 proceeding. At the Debtor's request, Adelman
Lavine filed three complaints against certain of the Defendants
seeking to collect accounts recevable owed to the Debtor.  Klehr
Harrison will assume the prosecution of the Adversary Actions
that have been filed by Adelman Lavine.  Klehr Harrison will
represent the Debtor solely in connection with the prosecution
of those complaints and other litigation against the Defendants.

The Debtor also seeks approval to compensate Klehr Harrison a
contingent fee of 35% of any recovery from persons or entities
to be pursued in the litigation, plus reimbursement of actual
and necessary expense incurred.

Breakaway Solutions, Inc., which provides collaborative business
solutions to its clients, filed for Chapter 11 petition on
September 05, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Gary M. Schildhorn, Esq. and Leon R. Barson, Esq.
at Adelman Lavine Gold and Levin and Neil B. Glassman, Esq. and
Steven M. Yoder, Esq. at The Bayard Firm represent the Debtor in
its restructuring efforts. When the company filed for protection
from its creditors, it listed $45,319,579 in assets and
$25,877,720 in debt.


BUCKHEAD AMERICA: Nasdaq SmallCap Will Delist Shares Tomorrow
-------------------------------------------------------------
Buckhead America Corporation (Nasdaq: BUCK), a hospitality
services company, said the company recently received notice from
The Nasdaq Stock Market, Inc. to the effect that its shares will
be delisted from the Nasdaq SmallCap Market at the opening of
business May 29, 2002.

The Nasdaq notice said Buckhead does not comply with the minimum
net tangible assets or minimum stockholders' equity requirements
for continued listing and that Nasdaq "Staff has determined that
the Company did not provide a definitive plan evidencing its
ability to achieve near term compliance with the continued
listing requirements or sustain such compliance over an extended
period of time."

Buckhead America said it does not intend to appeal the delisting
notice. The company said it is seeking arrangements for a
broker-dealer to make a market in the company's shares on the
Nasdaq Over-the-Counter Bulletin Board.

Buckhead America common shares presently trade on the Nasdaq
SmallCapMarket under the stock symbol "BUCK."


BURLINGTON INDUSTRIES: Proposes Uniform Property Sale Procedures
----------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates seek the
Court's authority to establish procedures by which they may
consummate sales of certain real property.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors have not used the
properties comprised of closed facilities for some time.
Nevertheless, the Debtors have been forced to incur tax,
insurance, utility, security and other costs related to the
maintenance of the properties.

According to Mr. DeFranceschi, the Debtors have determined that
the properties are non-core assets of relatively minimal value
and are unnecessary to their reorganization.  Accordingly, the
sale of these properties will permit the Debtors to:

     (i) monetize the value of the properties; and

    (ii) eliminate many if not all of the obligations associated
         with their ownership of the properties.

Mr. DeFranceschi explains that requiring the Debtors to seek
separate approval of the sale of each property would be
administratively burdensome to the Court and costly to the
Debtors' estates.

The main components of the proposed real property sale
procedures are:

     (i) the procedures will only apply to:

         (a) the properties; and

         (b) other parcels of real property owned by the Debtors
             that are added to the list of properties under the
             procedures.

    (ii) permits the Debtors, in their sole discretion, to sell
         the properties by either private sale or auction.

The Debtors have retained Hilco Real Estate to market the
properties such as:

     (i) posting sale signs at several of the properties;

    (ii) distributing flyers regarding the properties to
         thousands of potential purchasers;

   (iii) placing an advertisement for the sale of the properties
         in the Southern Textile News;

    (iv) contacting and responding to calls from brokers,
         economic development agencies and other interested
         parties; and

     (v) posting information regarding the properties on Hilco's
         Web site.

Mr. DeFranceschi explains that under the post-petition financing
agreement, the Debtors are prohibited from selling assets except
for:

     (i) sales of inventory, fixtures and equipment in the
         ordinary course of business;

    (ii) dispositions of surplus, obsolete or damaged equipment
         no longer used in production;

   (iii) sales of Foreign Factoring Receivables, which must at no
         time exceed in the aggregate dollar equivalent of
         $15,000,000 based on the applicable exchange rate at any
         time; and

    (iv) sales in arm's length transactions, at fair market value
         and for cash in the aggregate amount not to exceed
         $25,000,000.

Accordingly, Mr. DeFranceschi asserts that the proposed sale
procedures are permitted because sales of any of the properties
will qualify as sales in arm's length transaction, at fair
market value and for cash in the aggregate amount not to exceed
the limit.

In addition, the Debtors believe that limiting service of the
sale notices to the Notice Parties is justified.  Mr.
DeFranceschi relates that the Notice Parties represent the key
parties in interest who should receive notice of any proposed
sale.  Under the proposed procedures, Sale Notices would be
served on:

     (i) the primary parties representing the interests of
         unsecured creditors of the Debtors' estates;

    (ii) the primary secured creditors in these cases;

   (iii) the other parties with potential interests in the assets
         at issue;

    (iv) the parties to executory contracts and unexpired leases
         proposed to be assumed or assigned, if any; and

     (v) any person or entity that has expressed a bona fide
         interest in purchasing the property or properties that
         are subject of the sale notice.

Mr. DeFranceschi further tells the Court that the sale of
property outside of the ordinary course of business may occur
only after notice and a hearing.  "Such sales are authorized
without an actual hearing, however, if no party in interest
timely requests a hearing," Mr. DeFranceschi adds.

Under the proposed real property sale procedures, properties
encumbered by interests held by other parties may be sold only
if these interests:

     (i) can be extinguished;

    (ii) are waived at the time of the sale;

   (iii) are capable of monetary satisfaction; or

    (iv) the holders of these interests consent to the sale.

Mr. DeFranceschi lists the properties to be sold:

      -- Denton Plant
         1056 Bombay Road
         Denton, North Carolina

      -- Liberty Plant
         East Butler Avenue
         Liberty, North Carolina

      -- Rocky Mountain Warehouse
         Pine Street
         Rocky Mountain, North Carolina

      -- J.C. Cowan Plant
         1181 Old Caroleen Road
         Forest City, North Carolina

      -- Statesville Plant
         201 Phoenix Street
         Statesville, North Carolina

      -- Statesville Warehouse
         1735 Weinig Street
         Statesville, North Carolina

      -- Bishopville Plant
         810 East Church Street
         Bishopville, South Carolina

      -- Johnson City Plant
         2203 McKinley Road
         Johnson City, Tennessee
(Burlington Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1),
DebtTraders says, are quoted at a price of 16. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CELLPOINT INC: Ability to Continue Operations Still Uncertain
-------------------------------------------------------------
In the fiscal quarter ended March 31, 2002, CellPoint Inc.'s
gross revenues from continuing operations were $473,663, as
compared to revenues from continuing operations of $1,890,662
for the fiscal quarter ended March 31, 2001. All of the
company's revenues came from the European market. The decrease
in revenues is considered to be a result of poor market
conditions and financial uncertainty in the Company, though the
Company is currently engaged in several negotiations to close
further contracts.

Net loss for continuing operations for the current quarter was
$2,903,774 and including discontinued operations was increased
to $2,245,370.  The net loss for the comparable quarter was
$6,996,774 including the loss from discontinued operations of
$3,696,666.

On May 2, 2002, CellPoint Systems AB, the primary operating
subsidiary of the Company, was placed into bankruptcy by a
creditor and on May 10, 2002, the Trustee denied the Company's
appeal to put aside the formal bankruptcy in favor of allowing
the Company to proceed with its formal restructuring under
Swedish Bankruptcy Law instead of under the Swedish
Reconstruction Act. As a result of the formal bankruptcy
proceeding, the Company no longer owns or controls Systems AB.
As of May 17, 2002 the Trustee has determined that the tangible
and intangible assets of Systems may be repurchased by the
Company. The Company is in negotiations with the Trustee for a
mutually acceptable price.

CellPoint has recurring losses from operations and operating
cash constraints that raise substantial doubt about the
Company's ability to continue as a going concern.

On May 19, 2001, the Company approved the disposal of the
telematics business segment of the Company and committed to a
plan to dispose of the business.  At June 30, 2001, the Company
had accrued approximately $1,100,000 for additional losses
expected from the discontinued operations through the expected
date of disposition.  Net sales for Telematics were
approximately $264,000 and $195,037 for the six months ended
December 31, 2001 and 2000, respectively.

On October 9, 2001, the Company's subsidiary, Unwire AB, filed
for protection under the bankruptcy courts in Sweden. As a
result of the filing, the Company has ceased all funding of
Unwire operations. The bankruptcy courts have appointed a
Trustee to oversee the disbursement of Unwire's assets and the
Company now has no control over the operations or decision-
making capabilities of Unwire.

In November 2001 CellPoint Systems SA, the Company's South
African subsidiary, filed for liquidation under the laws of
South Africa. Systems SA operated a research and development
facility for the Company.

As stated, these and other circumstances raise substantial doubt
about the Company's ability to continue as a going concern.


CLASSIC COMM: Wants Plan Filing Period Extended to July 15
----------------------------------------------------------
Classic Communications, Inc. and its debtor-affiliates seek an
extension from the U.S. Bankruptcy Court for the District of
Delaware of their exclusive periods to propose and file a
chapter 11 plan and solicit creditors' acceptances of that plan.
The Debtors want to stretch their exclusive plan filing period
through July 15, 2002 and want their exclusive solicitation
period to run through September 16, 2002.

To date, the Debtors have been diligent in seeking various types
of relief aimed towards the orderly and effective prosecution of
these cases.  Specifically, the Debtors have sought and obtained
approval of a Postpetition Financing Agreement, maintained
customer practices and put a program in place to pay vendors
critical to the Debtors' ongoing business operations.  The
Debtors have also developed an employee severance plan and a key
employee retention and incentive plan.

The Debtors tell the Court that they have completed an initial
draft of a chapter 11 plan that is being reviewed internally by
the Debtors and their professionals.  The Debtors however have
not had sufficient time to negotiate the terms of a consensual
chapter 11 plan with the Committee and the Secured Lenders.

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 along with its subsidiaries.
Brendan Linehan Shannon, Esq. at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total
debts.


CORECOMM LIMITED: Fails to Maintain Nasdaq Listing Standards
------------------------------------------------------------
CoreComm Limited (NASDAQ: COMM) has received notice of a Nasdaq
Staff Determination on May 16, 2002, indicating that the common
stock of the Company is subject to delisting from the Nasdaq
National Market because the Company did not comply with the
minimum bid price and the minimum market value of publicly held
shares requirements for continued listing.

The Company is filing a request for a hearing before a Nasdaq
Listing Qualifications Panel to review the Nasdaq Staff
Determination. Under Nasdaq rules pending a decision by the
Panel, the common stock of the Company will continue to trade on
the Nasdaq National Market. The Company will not be notified
until the Panel makes a formal decision. There can be no
assurance that the Company will prevail at the hearing, and that
its common stock will not be delisted from the Nasdaq National
Market.

On December 31, 2001, CoreComm Limited and CoreComm Holdco, Inc.
announced that they had completed transactions that
recapitalized approximately $600 million of debt and preferred
stock. As a result of the completion of this first phase of the
recapitalization, CoreComm Limited now owns approximately 13% of
CoreComm Holdco (the recapitalized company). As part of the
second phase of the recapitalization, CoreComm Holdco has
launched a registered public exchange offer whereby it is
offering to exchange shares of CoreComm Holdco common stock for
all of the outstanding CoreComm Limited common stock.

The exchange offer enables holders of CoreComm Limited common
stock and warrants to receive, in the aggregate, approximately
13% of CoreComm Holdco common stock directly, which is
equivalent to the current ownership of CoreComm Limited in
CoreComm Holdco. As of May 21, 2002, approximately 72% of the
outstanding shares of CoreComm Limited have been tendered in the
exchange offer. The expiration date of the exchange offer is
currently 5:00 P.M., New York City Time, on May 28, 2002, unless
CoreComm Holdco terminates the exchange offer or extends the
expiration date.

In connection with the second phase of the recapitalization,
Nasdaq has informed the Company that it will treat CoreComm
Holdco as a successor to the Company following the successful
completion of the exchange offer and related transactions. As a
result, CoreComm Holdco will become the Nasdaq listed entity and
will be subject to the requirements of Nasdaq for maintaining
its continued listing. If the common stock of the Company is
delisted prior to the successful completion of the exchange
offer and related transactions by CoreComm Holdco, the Nasdaq
listing will not transfer to CoreComm Holdco.

The foregoing reference to the exchange offer shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of shares of common stock of
CoreComm Holdco in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Investors and
security holders are urged to read the following documents
(including amendments that may be made to them), regarding the
exchange offer because they contain important information:

      - CoreComm Holdco's preliminary prospectus, prospectus
supplements and final prospectus;

      - CoreComm Holdco's registration statement on Form S-4,
containing such documents and other information; and

      - CoreComm Holdco's Schedule TO.

These documents and amendments and supplements to these
documents have been and will continue to be filed, as they may
be amended and supplemented, with the Securities and Exchange
Commission. When these and other documents are filed with the
SEC, they may be obtained free at the SEC's Web site at
http://www.sec.gov


COVANTA ENERGY: Court Okays Nixon Peabody as Special Counsel
------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
Court approval and authority to retain the law firm of Nixon
Peabody as their special counsel to give advice regarding
various of the Debtors' on-going projects. These projects
include, but are not limited to, projects associated with the
operation and management of Corel Centre, Ottawa; Ottawa
Senators Hockey Club, Ottawa; Arrowhead Pond Facility, Anaheim,
California; waste-to energy facility in Detroit, Michigan and
geothermal energy facilities in Heber, California; the
development of the Three Mountain Power electric generating
project in northern California; and the Tampa Bay water
desalinization project.

Nixon Peabody will also assist the Debtors in the event of
litigation related to these projects where Nixon Peabody has
background regarding the issues because of its familiarity with
the relevant project.

Jeffrey R. Horowitz, Covanta's Senior Vice President-Legal
Affairs, stated that Nixon Peabody is a law firm which employs
approximately 550 attorneys and maintains offices for the
practice of law, among others, in Washington, D.C. and New
York, New York.

Subject to Court approval under Section 330(a) of the Bankruptcy
Code, compensation will be payable to Nixon Peabody on an hourly
basis at its customary hourly rates for legal services rendered
that are in effect from time to time, plus reimbursement of
actual, necessary expenses incurred by the Firm. Nixon Peabody's
hourly rates, subject to periodic adjustments to reflect
economic and other conditions, are:

        Partners                            $320 - $535
        Special Counsel                     $285 - $520
        Associates                          $185 - $380
        Law Clerks/Summer Associates        $105 - $125
        Paralegals/Managing Attorney Clerks $115 - $165

The firm's standard hourly rates are set at a level designed to
compensate the firm for the work of its attorneys and paralegals
and to cover fixed and routine overhead expenses. (Covanta
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


E.SPIRE COMMS: Secures $80MM Total Commitment on DIP Amendments
---------------------------------------------------------------
e.spire Communications, Inc. sought and obtained from the U.S.
Bankruptcy Court for the District of Delaware, an extension on
their Debtor-In-Possession Financing.

The DIP Amendments provides for the increase of the Total
Commitment to $80 million. In addition, the paragraph 11 of
Priority Professional Expenses & UST/Clerk Fees is amended to
read:

      a) any payment made prior to April 1, 2002 to professionals
         for services rendered or expenses incurred prior to
         April 1, 2002 to professionals for services rendered or
         expenses incurred prior to April 1, 2002 shall not
         reduce the Carve-Out Amount;

      b) any payments made or to be made by the Debtors to the
         United States Trustee's Office for quarterly fees with
         respect to the first quarter of 2002 shall not reduce
         the Carve-Out Amount;

      c) first recoveries from reciprocal compensation litigation
         up to the maximum amount of $270,000 shall increase the
         Carve-Out Amount; and

      d) the amount of $270,000 paid on account of priority
         Professional Expenses during the month of April shall
         not reduce the Carve-Out Amount.

The Debtors will pay a non-refundable $2,250,000 fee in
consideration of the Commitment Increase, among others.

e.spire Communications, Inc. is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The
Company filed for chapter 11 protection on March 22, 2001.
Domenic E. Pacitti, Esq., Maria Aprile Sawczuk, Esq. and Mark
Minuti at Saul Ewing LLP represents the Debtors in their
restructuring effort.


EASYLINK SERVICES: Names Murawski as President Effective May 31
---------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), a leading global
provider of services that power the exchange of information
between enterprises, their trading communities and their
customers, announced that Thomas Murawski, Chief Executive
Officer of EasyLink, has also been named President of the
Company, effective May 31, 2002.

Mr. Murawski will replace the current President, Brad Schrader.

"We have made tremendous progress in the last 18 months towards
the implementation of a strategic restructuring program,
dramatically improving the financial and business foundation
necessary to become a leader in the transaction delivery and
management services arena," said Murawski. "With that
restructuring behind us and an enormous market opportunity for
EasyLink ahead, I believe it is now important for me to be
working hands-on in the day-to-day operations of the Company.

"Brad's wealth of business experience and strong technical
background have been tremendous assets for EasyLink during the
successful completion of its strategic restructuring program. We
thank him for his service and wish him the best of luck while he
pursues other interests."

As Chief Executive Officer of EasyLink, Murawski built the
Company's outsourced transaction delivery business into an
industry leader serving over 20,000 corporate customers,
including over 300 of the Fortune 500. Before joining EasyLink,
Murawski was the Chairman and CEO of NetMoves Corporation, a
market share leader in global production and integrated desktop
messaging for the enterprise market, which was acquired by
EasyLink in February 2000. Murawski also served as Executive
Vice President of Western Union Corporation and as President of
its Network Services Group, where he played a key role in
executing an aggressive consolidation strategy. Prior to joining
Western Union Corporation, Murawski spent twenty-three years
with ITT Corporation, most recently as President and General
Manager of ITT World Communications Inc., the industry's leading
provider of interactive data services to business.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Edison, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
networks facilitate transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 300 of the Fortune 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com

As previously reported (Troubled Company Reporter Feb. 5, 2002
edition), the Company transferred 14,239,798 shares of its Class
A common stock to AT&T and gave AT&T immediately exercisable
warrants to purchase an additional 10,000,000 shares at a price
of $0.61 per share, in connection with the restructuring of
approximately $35,000,000 of indebtedness owed by EasyLink
Services, Inc., to AT&T, including the retirement of portions of
the Indebtedness and an extension of the maturity date with
respect to the remaining indebtedness. The Indebtedness was
created by the Company's default under the terms of a promissory
note made by EasyLink in favor of AT&T. The promissory note
evidenced the Company's obligation to pay AT&T for certain
services under a Transition Services Agreement between EasyLink
and AT&T, dated January 31, 2001.

As a result of the debt restructuring of EasyLink,  AT&T
acquired the Class A Common Stock.  AT&T  intends to treat the
common stock of EasyLink as a passive investment and will
realize a gain or loss, if any, on the sale of the shares.


ENRON CORP: Bermudian Unit Resolves Dispute with Global Risk
------------------------------------------------------------
Pursuant to Federal Rule of Bankruptcy Procedure 9019, Enron
Corporation and Enron Global Markets LLC ask the Court's
approval of its settlement agreement with Global Risk Strategies
(Bermuda) Ltd.

Global Risk Strategies (Bermuda), Ltd. is a Bermudian company
formed August 29, 2001.  Its owners are:

       25% - Global Risk Trading (Bermuda) Ltd.

       75% - Enron (Bermuda) Ltd., a Bermudian company that is
             indirectly owned 100% by Enron Global Markets.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that Global Risk Strategies Ltd.'s business has
been the trading of insurance claims, primarily through the
purchase of claims against solvent and insolvent insurance
companies and the subsequent prosecution of those claims.
"Global Risk Strategies Ltd. continues to operate this business,
albeit in a wind-down phase, and neither it nor Enron Bermuda is
party to any insolvency proceeding," Ms. Gray relates.

According to Ms. Gray, the rights and obligations of Enron
Bermuda and Global Risk Trading with respect to Global Risk
Strategies Ltd. are governed by a Shareholders Agreement dated
September 5, 2001.  Ms. Gray explains that the Shareholders
Agreement provides for Enron Bermuda to make working capital
loans and transaction loans (for the purchase of insurance
claims or otherwise to fund approved transactions) to Global
Risk Strategies Ltd.  In the event Enron Bermuda fails to fund a
working capital loan or transaction loan), then the Shareholders
Agreement is deemed terminated and Global Risk Strategies Ltd.
must liquidate its existing transactions.  "Repayment to Enron
Bermuda of such Funding Obligations are given the first priority
out of such liquidation proceeds," Ms. Gray says.  Since the
inception of Global Risk Strategies Ltd., Ms. Gray estimates
that Enron Bermuda has funded approximately $6,500,000 in
Funding Obligations.

The Funding Obligations are secured by a guaranty dated
September 5, 2001 from Enron Corp. made for the benefit of
Global Risk Trading, pursuant to which Enron irrevocably and
unconditionally guaranteed the timely payment when due of the
Funding Obligations.  In November 2001, Ms. Gray recalls that a
transaction loan obligation in the amount of $85,000 came due
that Enron Bermuda did not fund.  This prompted Global Risk
Trading to send Enron Bermuda a demand notice.  Still, Enron
Bermuda did not comply within the following seven-day cure
period.  Since that time, Ms. Gray relates, Global Risk
Strategies Ltd. has been in a wind-down phase.  "This means it
must liquidate its existing insurance claims and transactions,"
Ms. Gray explains.

Global Risk Trading is not at all happy with the developments.
Ms. Gray tells the Court Global Risk Trading has alleged that it
was fraudulently induced to enter into the Shareholders
Agreement relating to the formation of Global Risk Strategies
Ltd., and that it suffered loss as a result.  Moreover, Ms. Gray
says, Global Risk Trading has threatened action against Enron
Bermuda, Enron and Enron Global Markets in relation to such
claims.  On the other hand, Enron Bermuda, Enron and Enron
Global Markets continue to dispute such allegations.

To resolve these outstanding disputes, Global Risk Trading and
certain of its principals and affiliates, and Enron Bermuda and
certain of its parent entities, including Enron and Enron Global
Markets have negotiated a settlement agreement.

The salient terms of the Settlement Agreement are:

   (a) Enron Bermuda is to receive no less than $3,000,000 from
       Global Risk Strategies Ltd., $2,000,000 of which is
       immediately payable upon the effectiveness of the
       Settlement Agreement. The remaining payment is to be the
       greater of:

          (i) 75% of the liquidation proceeds of certain defined
              assets of Global Risk Strategies Ltd., as collected
              from the date of the signing of the Settlement
              Agreement and April 30th, 2003, or

         (ii) $1,000,000.

       The additional $1,000,000 will be secured by a first fixed
       charge over the remaining insurance claims or their
       proceeds;

   (b) The Global Risk Trading Parties and the Enron Parties
       completely and fully release each other from all claims of
       any kind relating to Global Risk Strategies Ltd., with
       exceptions.  In particular: Enron Bermuda forgives
       repayment of the Funding Obligations (in consideration for
       the payment received), the Enron guaranty is terminated,
       and the Enron Parties and all of their affiliated entities
       are completely released from any allegations of fraud or
       misconduct (pursuant to the general release provided); and

   (c) Certain express covenants of the Settlement Agreement are
       carved out of and survive the general mutual release, such
       as the forward payment obligation to Enron Bermuda,
       certain confidentiality and non-disparagement covenants,
       and record-keeping covenants.

Ms. Gray asserts that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness.
"Indeed, in light of the cost to the Debtors relative to the
potential obligations under the Shareholders Agreement, the
benefits derived as a result of avoiding costly and protracted
litigation, and the possibility that litigation could prevent
any repayment of Funding Obligations at all, the settlement
represents a significant benefit to the Debtors' estate and
creditors," Ms. Gray points out.  Based on their litigation
experience, the Debtors calculate that the cost of litigation
alone could well exceed millions of dollars because of the
complexity of the claims and the possibility of litigation in
multiple jurisdictions.  "Moreover, due to the inherent
uncertainties of litigation and potential for an adverse ruling
against the Debtors, the proposed settlement is reasonable and
in the best interests of the Debtors' estates," Ms. Gray
continues. The settlement also saves substantial administrative
expenses (including attorneys' fees) and preserves the assets of
the Debtors' estates, Ms. Gray adds.

For these reasons, the Debtors urge Judge Gonzalez to approve
the Settlement Agreement pursuant to Bankruptcy Rule 9019.
(Enron Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


EUROGAS INC: Has $9.7MM Working Capital Deficit at Mar. 31, 2002
----------------------------------------------------------------
Eurogas Inc. is primarily engaged in the acquisition of rights
to explore for and exploit natural gas, coal bed methane gas,
crude oil, talc and other minerals.  The Company has acquired
interests in several large exploration concessions and is in
various stages of identifying industry partners,  farming out
exploration rights, undertaking exploration drilling, and
seeking to develop production.  The Company is also involved in
a planning-stage co-generation and mineral reclamation project.

However, EuroGas Inc. has accumulated a deficit of $135,207,977
through March 31, 2002. The Company has had no revenue, has had
losses from operations and negative cash flows from operating
activities during the three months ended March 31, 2002 and the
years ended December 31, 2001, 2000 and 1999. At March 31, 2002,
the Company had a working capital deficiency of $9,710,547.
These conditions raise substantial doubt regarding the Company's
ability to continue as a going concern.  Realization of the
investment in properties and equipment is dependent upon
management obtaining financing for exploration, development and
production of its properties. In addition, if exploration or
evaluation of oil and  gas properties not subject to
amortization is unsuccessful, all or a portion of the recorded
amount  of those properties will be recognized as impairment
losses. Management plans to finance operations and acquisitions
through borrowing and possibly through the issuance of
additional equity securities, the realization of which is not
assured.

As stated, the Company had an accumulated deficit of
$135,181,273 at March 31, 2002, substantially  all of which has
been funded out of proceeds received from the issuance of stock
and the incurrence of liabilities. At March 31, 2002, the
Company had total current assets of $2,381,555 and total current
liabilities of $12,092,100 resulting in negative working capital
of $9,710,545. As of March 31, 2002, the Company's balance sheet
reflected $6,291,825 in mineral interests in properties not
subject to amortization, net of valuation allowance.  These
properties are held under licenses or concessions that contain
specific drilling or other exploration commitments and that
expire within one to three years, unless the concession or
license authority grants an extension or a new concession
license, of which there can be no assurance. If the Company is
unable to establish production or resources on these properties,
is unable to obtain any necessary future licenses or extensions,
or is unable to meet its financial commitments with respect to
these properties, it could be forced to write off the carrying
value of the applicable property.

Throughout its existence, the Company has relied on cash from
financing activities to provide the  funds required for
acquisitions and operating activities.  During the three months
ended March 31, 2002, the Company received $1,100,156 in cash
from the sale of its Enterra preferred stock, received $207,751
from the sale of securities available for sale, but expended
$217,391 in the purchase of property and equipment and
development of mineral interests, $847,066 in operations and
$81,596 to purchase treasury stock. As a result, the Company's
financing activities used net cash of $79,746 during the three-
month period ended March 31, 2002.

While the Company had cash of $440,002 at March 31, 2002, it has
substantial short-term and long-term financial commitments.
Many of the Company's projects are long-term and will require
the expenditure of substantial amounts over a number of years
before the establishment, if ever, of production and ongoing
revenues. As noted above, the Company has relied principally on
cash provided  from equity and debt transactions to meet its
cash requirements.  The Company does not have sufficient cash to
meet its short-term or long-term needs, and it will require
additional cash, either from financing transactions or operating
activities, to meet its immediate and long-term obligations.
There can be no assurance that the Company will be able to
obtain additional financing, either in the form of debt or
equity, or that, if such financing is obtained, it will be
available to the Company on reasonable terms. If the Company is
able to obtain additional financing or structure strategic
relationships in order to fund existing or future projects,
existing shareholders will likely continue to experience further
dilution of their percentage ownership of the Company.

If the Company is unable to establish production or reserves
sufficient to justify the carrying value of its assets, to
obtain the necessary funding to meet its short and long-term
obligations, or to fund its exploration and development program,
all or a portion of the mineral interests in unproven properties
will be charged to operations, leading to significant additional
losses.


EXIDE TECH: Obtains Go-Signal to Continue Intercompany Transfers
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained Court
approval to continue their inter-company transactions that
happen in the ordinary course of their business.

As previously reported, it was explained that various Exide
Technologies Debtors and their non-debtor subsidiaries purchase
raw materials, parts, components and services from one another.
Exide accounts for these inter-company transactions through a
"netting system" which is a part of Exide's accounting system
that maintains ongoing inter-company account balances among
Exide and its subsidiaries (including non-debtor subsidiaries).
Accordingly, at any given time, there may be balances due and
owing between the Debtors and between the Debtors and their non-
debtor affiliates.

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

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

To ensure that each individual Debtor will not, at the expense
of its creditors, fund the operations of another entity, the
Debtors request that, pursuant to Section 364(c)(1) of the
Bankruptcy Code, all inter-company transfers and lending after
the Petition Date be accorded super-priority status.  If post-
petition inter-company claims are accorded super-priority
status, the Debtors will continue to bear the ultimate repayment
responsibility, thereby maximizing the protection afforded by
the cash management system to each Debtor's creditors. (Exide
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Powertrain Unit to Divest 14% Stake in TP Liners
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates urge the
Court to authorize Federal-Mogul Powertrain, Inc., a debtor in
these Chapter 11 cases, to divest 14% of its controlling
interest in the joint venture, Federal-Mogul TP Liners, Inc.,
that FM Powertrain owns and operates in cooperation with Teikoku
Piston Ring Co., Ltd.  FM Powertrain currently owns 60% of the
TP Liners -- a partially-owned nondebtor subsidiary -- and
proposes to allow Teikoku to purchase the additional 14% and
therefore, the controlling interest, for a capital contribution
of $3,000,000.  The representation on the board of directors
will be equal, however, as both FM Powertrain and Teikoku will
appoint two members to the board.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, P.C., in Wilmington, Delaware, contends that the TP
Liners Control Purchase is a reasonable exercise of the Debtors'
business judgment and an effective use of their estates' assets.
TP Liners currently is facing a significant cash-flow shortfall
that requires a capital contribution in order to keep TP Liners
as a viable entity.  TP Liners owes FM Powertrain approximately
$1,000,000 in accounts payable, consisting of approximately
three months of outstanding invoices.  In addition, principal
payments totaling approximately $550,000 on the Bridge Loans are
due on June 30, 2002.  Furthermore, TP Liners requires
approximately $450,000 in additional capital expenditure for new
equipment to increase capacity and fulfill more orders.

Ms. Jones submits that that TP Liners has been operating on a
cash-neutral basis since the first quarter of 2002 and expects
to be cash-flow positive by the end of the calendar year.
Therefore, if TP Liners can manage the current cash-flow
problems, TP Liners in all likelihood will be generating regular
positive cash flows.  Simply put, the Debtors' expectation for a
return on their investment in TP Liners depends upon TP Liners'
continued success.

According to Ms. Jones, in 1999, FM Powertrain and Teikoku
entered into the joint venture to create TP Liners.  TP Liners
manufactures automotive cylinder liners for various Toyota
engines.  It operates out of a portion of the Debtors' piston
and liner facility in Lake City, Minnesota pursuant to a lease
at applicable market rates.  TP Liners and the Debtors' other
liner operations are separated by a solid wall.  In 2000, FM
Powertrain invested $6,000,000 and Teikoku invested $4,000,000
to capitalize TP Liners.  Thus, FM Powertrain currently owns a
60% interest in TP Liners and Teikoku owns a 40% interest.  The
Debtors also made a loan of $1,550,000 to TP Liners in February
of 2001 and Teikoku guaranteed a loan in the amount of
$1,200,000 from the Bank of Tokyo.

Ms. Jones asserts that there is another significant
justification for the TP Liners Control Purchase.  Toyota, TP
Liners' sole customer, has indicated a strong preference to have
Teikoku own a controlling share in TP Liners.  Toyota and
Teikoku have a long-standing relationship and FM Powertrain
being subject to a Chapter 11 case has made Toyota increasingly
uncertain as to whether TP Liners will become a healthy
operation that will continue to produce liners for Toyota
engines.  Therefore, allowing Teikoku to obtain a controlling
interest in TP Liners will improve the relationship that TP
Liners has with its sole customer.

Ms. Jones explains that that TP Liners' capitalization value
will be approximately $11,500,00 after the TP Liners Control
Purchase. Teikoku's new equity infusion will be purchasing
approximately 223% of the new amount of total equity (i.e.,
3,000,000 of the 13,000,000 shares) to obtain a 54% share of the
total equity (i.e., 7,000,000 of the 13,000,000 shares).  The
Debtors estimate the capitalization value of Teikoku's new
equity interest to be approximately $2,650,000.  Therefore,
Teikoku is paying a premium of approximately $350,000 to obtain
a majority interest in TP Liners.

Ms. Jones maintains that FM Powertrain and Teikoku considered
seeking third-party investment in order to raise capital, but
have decided that route is not feasible.  TP Liners takes
advantage of certain proprietary information owned by Teikoku
that Teikoku would be absolutely unwilling to share with a
competitor in the industry and reluctant to share with any party
with which Teikoku did not have a close relationship.  Thus, the
prospects of finding an investor suitable to Teikoku are dim.
Therefore, rather than an extensive marketing effort to locate
potential investors, FM Powertrain and Teikoku have negotiated
what they believe is a fair price for the interest that Teikoku
is acquiring.

Ms. Jones reminds the Court that the Debtors have a procedure in
place to obtain court approval for use, sale, or lease of
property for transaction that are relatively modest for a case
of this size and might arguably be in the ordinary course of the
Debtors' business.  Pursuant to the De Minimis Sale Procedures
Orders, the Debtors may obtain approval of contemplated
transactions of a value of less than $5,000,000 by providing
notice of their intention to enter into the transaction to
various parties identified by the De Minimis Sale Procedures
Orders and allowing such parties ten business days to object.
In the ordinary course of business, the Debtors enter into
numerous agreements, such as the TP Liners Control Purchase,
necessary or appropriate for their businesses and the Debtors
believe that other similarly situated businesses ordinarily
would engage in similar transactions in conducting their
business. (Federal-Mogul Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Signs-Up Poorman-Douglas as Notice & Claims Agents
----------------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates move the
Court for authority to engage Poorman-Douglas Corp. as notice
agent and claims agent in the Company's Chapter 11 cases,
retroactive to April 12, 2002.

Jeffrey B. Baker, Chief Executive Officer of Poorman, says the
Firm is one of the country's leading Chapter 11 administrators
with expertise in noticing, claims processing, claims
reconciliation and distribution. Among some of the large Chapter
11 cases in which Poorman has acted, or currently is acting, as
notice agent to the Debtors, are: Integrated Health Systems,
Allegheny Health, Education and Research Foundation, Bennett
Funding Group, Pittsburgh Canfield Corporation (Wheeling-
Pittsburgh Steel), Marvel Entertainment Group, Barney's and
Caldor.

Kees van Ophem, Secretary and General Counsel of FLAG Telecom
Holdings Ltd., says the thousands of creditors and other parties
in interest involved may impose heavy administrative burden on
the Court and the Office of the Clerk of the Court. To relieve
the Clerk's Office of this burden, the Debtors propose to engage
Poorman as their notice agent and claims agent in the Chapter 11
cases.

Poorman, at the request of the Debtors or the Clerk's Office,
will provide the following services as notice agent and claims
agent:

     (a) Prepare and serve required notices in these Chapter 11
         cases, including:

           (1) Notice of the commencement of the Chapter 11
               cases and the initial meeting of creditors under
               Section 341(a) of the Bankruptcy Code;

           (2) Notice of the claims bar date;

           (3) Notice of objections to claims;

           (4) Notice of any hearings on a disclosure statement
               and confirmation of a plan of reorganization; and

           (5) Other miscellaneous notices to any entities, as
               the Debtors or the Court may deem necessary or
               appropriate for an orderly administration of the
               Chapter 11 cases;

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

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

     (d) Maintain official claims registers, including, among
         other things, the following information for each proof
         of claim or proof of interest:

           (1) The applicable Debtor;

           (2) The name and address of the claimant and any agent
               thereof, if the proof of claim or proof of
               interest was filed by an agent;

           (3) The date received;

           (4) The claim number assigned; and

           (5) The asserted amount and classification of the
               claim;

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

     (f) Transmit to the Clerk' Office a copy of the claims
         registers on a weekly basis, unless requested by the
         Clerk's Office on a more or less frequent basis;

     (g) Maintain an up-to-date mailing list for all entities
         that have filed a proof of claim or proof of interest.
         This list will be available on request of a party in
         interest or the Clerk's Office;

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

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

     (j) Comply with applicable federal, state, municipal, and
         local statutes, ordinances, rules, regulations, orders
         and other requirements;

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

     (l) Promptly comply with such further conditions and
         requirements as the Clerk's Office or the Court may at
         any time prescribe.

In connection with its appointment as notice agent and claims
agent, Poorman represents, among other things, that:

     (a) Poorman will not consider itself employed by the United
         States government and will not seek any compensation
         from the United States government in its capacity as the
         notice agent and claims agent in these Chapter 11 cases;

     (b) By accepting employment in the Chapter 11 cases, Poorman
         waives any rights to receive compensation from the
         United States government;

     (c) In its capacity as the notice agent and claims agent in
         the Chapter 11 cases, Poorman will not be an agent of
         the United States and will not act on behalf of the
         United States; and

     (d) Poorman will not employ any past or present employees of
         the Debtors in connection with its work as the notice
         agent and claims agent in the Chapter 11 cases.

The Debtors seek to employ Poorman to assist them with, among
other things:

     (a) The data-management and printing of the Schedules of
         Liabilities and Statement of Financial Affairs;

     (b) The reconciliation and resolution of claims; and

     (c) On-site consulting services if requested by the Debtors
         or their counsel.

                          Compensation

The Debtors will pay Poorman fees and expenses after submission
of monthly invoices summarizing the firm's services.

                        Disinterestedness

Mr. Baker says that neither he nor Poorman holds or represents
any interest adverse to the Debtors' estates and that to the
best of his knowledge and belief, the Firm is a disinterested
party.

               The FTHL Steering Committee Objects

David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, says the Committee has two objections to the Firm's
retention:

  (1) The Firm, if engaged, should only be paid from the cash or
      assets of Debtors for which it provides services. While
      there are thousands of creditors and other parties in
      interest involved in the Debtors' Chapter 11 cases taken as
      a whole, FLAG Telecom Holdings Ltd. only has only a few
      creditors whom it would have to notice or to serve and
      therefore would not independently require use of a notice
      or claims agent. If FTHL does not need a notice or claims
      agent then, it, or more particularly, its creditors, should
      not bear the costs of such agent.

      Alternatively, if the notice and claims agent were
      retained, FTHL should only bear the costs directly
      associated with its use of the agent.

  (2) The Debtors' Application provides no reason why the Firm's
      retention should be retroactive or for the over one month
      delay in filing the Application. If the Firm already has
      provided services, then, the Firm should describe and
      justify those specific services and the reason for the
      delay in filing the Application.

The Steering Committee owns about 50% in principal amount of
FTHL's 11.625% Senior Dollar Notes Due 2010 and 11.625% Senior
Euro Notes Due 2010. (Flag Telecom Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENERAL DATACOMM: Engages PricewaterhouseCoopers as Auditors
------------------------------------------------------------
General Datacomm Industries, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for an authority to employ
PricewaterhouseCoopers LLP as their auditors.

The Debtors relate that PwC served as their accountants since
1976. This long standing engagement afforded PwC a familiarity
on the Debtors' business crucial to this type of engagement.

The scope of retention includes:

      a) auditing GDC's financial statements at September 30,
         2001 and for the year then ending, in accordance with
         generally accepted auditing standards; and

      b) reviewing GDC's unaudited consolidated quarterly
         financial statements and related data for the first
         three quarters in the year ending September 30, 2002,
         before the Securities and Exchange Commission Form 10Q
         was filed.

PwC estimates fees for this audit engagement will be
approximately $185,821 exclusive of out-of-pocket expenses. The
customary hourly rates of PwC's personnel anticipated to be
assigned to this engagement are:

      Partners                           $640 to $665 per hour
      Managers/Directors                 $465 to $590 per hour
      Associates/Senior Associates       $170 to $380 per hour
      Administration/Paraprofessionals   $95 to $100 per hour

General DataComm Industries, Inc. is a worldwide provider of
wide area networking and telecommunications products and
services. The Company filed for Chapter 11 protection on
November 2, 2001. James L. Patton, Esq., Joel A. Walte, Esq. and
Michael R. Nestor, Esq., represent the Debtors in their
restructuring effort. When the Company filed for protection from
its creditors, it listed $64,000,000 in assets and $94,000,000
in debts.


GENERAL PUBLISHING: Continues Work on Restructuring Plan
--------------------------------------------------------
The Canadian publishing industry has a much brighter future than
it has dared to hope for in a long time, thanks to the decision
handed down on the night of May 22, by Ontario Superior Court
Justice Ground.

Jack Stoddart, Chairman of General Publishing Co. Ltd. said he
was heartened by the decision and noted that the court accepted
the company's arguments on all three crucial points at issue in
this dispute.

Stoddart pointed out that the result of the court decision will
mean four things: a better future prospect for authors and their
works; continued distribution by all the publishers of their
books; stability for the unsettled Canadian book stores; and,
for Stoddart and his companies, a chance to restructure
properly.

The impending sale of General Publishing's companies, which has
attracted strong interest among prospective purchasers, will
generate more money for all creditors than any other
alternative. Stoddart anticipates that he will retire, but that
all the companies will move forward under new ownership.

"I feel that the industry faces a much brighter future now than
it has since the Larry Stevenson-controlled Chapters
precipitated the crisis which has been gripping the business for
five years and it's time for others to take up the challenge,"
said Stoddart.

General's position is that an orderly transition of the GDS
distributed publishers and the sale of the publishing companies
was essential to the well-being of the entire Canadian book
industry. "The upshot of the Judge's decision is that authors,
booksellers, employees and publishers are the winners," remarked
Stoddart.

General Publishing will continue working on its restructuring
plan for its companies. Some of the provisions will be as
follows:

      Under the restructuring plan, Jack Stoddart will only
recommend the sale of a publishing company if authors are paid
in full before or at the time a new owner takes over;

      Publishers can continue shipping their books to booksellers
under the GDS restructuring plan, with certainty of payment for
these sales, and a clarity on the ownership and use of their
inventory;

      Booksellers will not lose their right of return which
probably would have been the case otherwise. Booksellers also
now have certainty as to where to order their books as well as
who to pay; and

      The sale of General Distribution and other General
companies, subject to court approval after discussion with all
stakeholders, and with the staff of the companies having the
likelihood of good jobs in the process.

Stoddart added, "This decision represents good news for the
industry and all of General's stakeholders. I believe that in
the long run the publishers will receive substantial repayment
of the money owed to them and will of course, retain the full
ownership and use of their inventories.

"There is still a long road to be traveled in this process but
the decision of Justice Ground gave a clear and fair roadmap for
the journey."


GLOBAL CROSSING: Court Approves De Minimis Asset Sale Procedures
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates sought and
obtained entry of an order from the Court for authorizing them,
pursuant to Section 363(b) of the Bankruptcy Code, to establish
expedited procedures to sell de minimis assets.

Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP in New
York, New York, relates that since the Commencement Date, the
Debtors have vacated approximately 85 premises whose underlying
leases were rejected by order of the Court. As many of these
premises were leased but never occupied, a minimal amount of
surplus equipment and furniture was located at these premises.
Given the minimal value of these assets and the lack of
personnel available to retrieve and re-deploy these assets, the
Debtors requested and the Court approved the abandonment of
these assets.

As the Debtors continue their cost-cutting efforts through a
variety of operational measures, including a consolidation of
leased space, Mr. Miller believes that more and more motions to
reject leases of nonresidential real property will relate to
locations that were occupied by the Debtors. As such, the
premises related to the leases to be rejected include office and
telecommunications locations throughout the world containing
stores of unused and unneeded office furniture, fixtures and
supplies and telecommunications supplies held in such locations
as spares, including excess switches, routers, and cables. The
Debtors seek to liquidate the De Minimis Assets and collect
proceeds from such sales that the Debtors estimate in good faith
may generate approximately $10 million.

According to Mr. Miller, the De Minimis Assets do not generate
revenue for the Debtors, are not necessary for their operations,
and are not of interest to any of the potential investors in
Global Crossing. Given the sheer magnitude of the Debtors'
businesses and the ongoing reconfiguration of their operations,
the amount of De Minimis Assets available for disposition is
expected to be substantial. The Debtors have also reduced their
workforce by approximately 2,250 employees since December 2001,
further diminishing their need for certain De Minimis Assets. In
the wake of the workforce reduction and the added
responsibilities for remaining employees resulting from the
Chapter 11 cases, the Debtors do not possess the personnel or
the means to remove the De Minimis Assets from the various
premises around the world.  They will, therefore, be faced with
the prospect of abandoning them altogether. Accordingly, the
Debtors need an organized and expedited process to liquidate
these De Minimis Assets and maximize the value to the Debtors'
estates.

Pursuant to the Sales Procedures, Mr. Miller tells the Court
that each time the Debtors identify assets that they seek to
dispose employing the services of DoveBid, the Debtors and
DoveBid will negotiate and execute a mutually agreeable plan of
sale. Each Plan of Sale will address, among other things, which
assets will be sold, whether the sale will be an auction sale
conducted solely over the Internet on DoveBid's Web site --
http://www.dovebid.com-- as a "Featured On-Line Auction," an
auction conducted live on the premises as an "On-Site Auction,"
an auction conducted on-site and broadcast live over the
Internet as a "Webcast Auction," a privately negotiated sale, or
a combination of the foregoing methods. Under the Plan of Sale,
Dovebid will also provide the Debtors with a guaranteed minimum
sum to be realized by the Debtors for all the assets sold
pursuant to that Plan of Sale, excluding the buyer's premium,
sales expenses, and any taxes. If the sale fails to generate the
Guaranteed Minimum, the Debtors can:

A. exercise their right to receive from Dovebid the difference
    between the Guaranteed Minimum and the proceeds from the sale
    and transfer title of those assets not sold to Dovebid or

B. decline to exercise its Put Right and retain title to all
    assets not sold pursuant to that Plan of Sale.

After the Debtors have developed a Plan of Sale with DoveBid for
specific assets, Mr. Miller submits that the Debtors will
forward, by facsimile, a copy of each Plan of Sale to (i) the US
Trustee, (ii) the attorneys for the Committee, (iii) the JPLs
and their attorneys, (iv) the attorneys for the pre-petition
lenders, and (v) any known creditor(s) asserting a lien on any
De minimis Assets with for each Plan of Sale. The Debtors may
consummate the transaction with DoveBid immediately without
further order of the Court if none of the parties serves a
written objection to the Plan of Sale.  (The objection must be
received by 4:00 p.m. on the fifth business day after the Plan
of Sale is faxed to the parties.) If an objection is received
during this period and cannot be resolved prior to the date of
the proposed sale, then the assets subject to that specific Plan
of Sale cannot be sold unless there is further order from the
Court.

Mr. Miller informs the Court that all assets sold via auction
will be sold to the highest bidder (subject only to the
purchaser's timely payment in full and removal of purchased
equipment). Other than the obligation to pay the Guaranteed
Minimum, DoveBid does not guarantee that any sale will be
completed and is not responsible in the event that a purchaser
fails to complete a purchase. Notwithstanding the foregoing,
DoveBid will not permit any Purchaser to take possession of any
purchased asset until DoveBid has received full payment from
such Purchaser. Moreover, Dovebid remains obligated to remit the
Guaranteed Minimum to the Debtors in the event that a Purchaser
fails to comply with its obligations and the Debtors exercise
their Put Right.

In the course of rejecting leases, Mr. Miller states that the
Debtors will continue to accumulate stores of unused and
unneeded De Minimis Assets. Given the value of the equipment in
relation to the magnitude of the Debtors' overall operations,
and considering the relatively high level of carrying costs
associated with the De Minimis Assets, it would not be an
efficient use of resources to seek Court approval each and every
time the Debtors have an opportunity to sell these assets.

The Debtors have determined in their sound business judgment
that implementing the Sales Procedures to sell their De Minimis
Assets will provide them with the necessary flexibility during
their reorganization to dispose of excess, obsolete, unused, and
unneeded assets for cash. Moreover, parties with an interest in
the De Minimis Assets are fully protected by the opportunity to
object before the auction to the sale of the De Minimis Assets
and after the auction to the reasonableness of Dovebid's
compensation and expenses.

The Debtors believe that by providing a copy of the Plan of Sale
to any known holder of a lien, claim or encumbrance on a
particular asset and granting that party five business days to
object to the sale of that asset before the asset is sold,
satisfies the requirements of Section 363(f). If a holder of a
lien, claim or encumbrance receives the requisite notice and
does not object within the prescribed time period, the holder
will be deemed to have consented to the proposed sale. The
property then may be sold free and clear of such holders'
interests. (Global Crossing Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Hutchison Fails Reach Agreement with Creditors
---------------------------------------------------------------
Global Crossing confirmed that its major creditor constituencies
were unable to reach agreement on definitive documentation with
Hutchison Whampoa Ltd. and Singapore Technologies Telemedia Pte.
Ltd. for an investment in Global Crossing.  This agreement would
have resulted in the two companies securing a break-up fee and
other bidding protections.

John Legere, Global Crossing's chief executive officer stated:
"While we are disappointed that an agreement could not be
reached at this time, we look forward to working with Hutchison
Whampoa and Singapore Technologies Telemedia as the auction
approaches."

Global Crossing is continuing discussions with other interested
potential investors as the process moves forward.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.

Please visit http://www.globalcrossing.comor
http://www.asiaglobalcrossing.comfor more information about
Global Crossing and Asia Global Crossing.

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008 (GBLX3),
DebtTraders reports, are quoted at a price of 2.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for
real-time bond pricing.


HARVARD INDUSTRIES: Seeks Exclusivity Extension thru August 13
--------------------------------------------------------------
Harvard Industries, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to extend their
exclusive periods to file a plan and to solicit acceptances of
that plan.  The Debtors want to maintain the exclusive right to
propose and file their chapter 11 plan through August 13, 2002
and to solicit acceptances of that plan through October 14,
2002.

This is the Debtors' first request for an extension of their
Exclusive Periods. The Official Committee of Unsecured Creditors
opposes the request.  However, the Committee's objection is
being held under seal by the court and is not available for
public review.

The Debtors claim that during the early stages of these cases,
they have been successful in stabilizing their operations,
arranging financing and solidifying relationships with vendors,
customers and critical employees.

The Debtors remind the Court that their extensive activities
since the Petition Date prevented them from focusing their
attention on formulating and prosecuting a plan.  Among those
which the Debtors accomplished since the Petition Date are:

      i) Effectuating sales of its businesses as going concerns.
         The Debtors have undertaken an extensive, formal process
         of soliciting interested third parties for possible
         sales of its several operating divisions;

     ii) Extensive litigation in connection with claims by
         certain retirees of the Debtors' affiliates and
         extensive negotiations on the terms of an interim
         settlement; and

    iii) Obtaining DIP Facility with a revolving credit facility
         of $35 million, as approved by the Court.

Harvard Industries, Inc. produces specialized parts for use
primarily on the automotive industry and have historically been
engaged in the business of designing, engineering and
manufacturing components for original equipment manufacturers
producing cars and light trucks in North America.  The Company
filed for chapter 11 protection on January 15, 2002. Bruce D,
Gordon, Esq., at Dale & Gordon LLP and Joseph H. Smolinsky,
Esq., at Chadbourne & Parke LLP represent the Debtors in their
restructuring efforts.


IT GROUP: Has Until July 15, 2002 to Remove Prepetition Actions
---------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates obtained Court
approval extending the time period within which they may remove
proceedings pending on the petition date.  They ask that the
deadline be extended through July 15, 2002 or for 30 days after
entry of an order terminating the automatic stay regarding any
particular action asked to be removed.


iGO CORPORATION: Falls Below Nasdaq Continued Listing Criteria
--------------------------------------------------------------
iGo (Nasdaq: IGOC), a leading mobile and wireless accessory
solutions provider, announced the financial results for its
first quarter of fiscal 2002, ended March 31, 2002.  For the
three months ended March 31, 2002, the company recorded a net
loss of $2.9 million on net product revenue of $4.8 million,
compared with a net loss of $5.6 million on net product revenue
of $9.6 million for the quarter ended March 31, 2001.

First quarter 2002 net loss included a $591,000 write-down of
the balance of the company's goodwill relating to prior business
acquisitions as a result of the company's adoption of SFAS No.
142 "Goodwill and Other Intangible Assets". Gross margin for the
first quarter of 2002 was 36.1%, compared with gross margin of
19.7% in the first quarter of 2001. Gross margin for the prior-
year period was adversely impacted by inventory write-downs
related to discontinued products resulting from the Company's
decision to exit certain product categories and to focus more on
targeted core products. Excluding the effect of these inventory
write-downs, iGo's gross margin would have been 30.1% for the
first quarter of 2001.

"Our efforts at honing our product strategy and our refocused
sales efforts have helped iGo increase gross margin
substantially in the first quarter of this year while also
reducing our net losses," shared David Olson, acting President
of iGo.  Additionally, Olson was optimistic about iGo's pending
acquisition by Mobility Electronics, Inc. "We believe our multi-
channel distribution strategy is an ideal fit with Mobility
Electronics' operations," he said.

The Company also reported that, as expected, it received a
Nasdaq Staff Determination Letter on May 16, 2002, stating that
the Company has failed to comply with the $1.00 minimum bid
price requirement for continued listing on The Nasdaq National
Market (Nasdaq Marketplace Rules 4450(a)(5) and 4310(C)(8)(B))
and, therefore, its stock is subject to delisting.  The Company
indicated that it will file a request for a hearing before the
Nasdaq Listing Qualifications Panel to review the Staff's
determination.  The hearing date will be determined by Nasdaq,
but the Company anticipates a hearing within approximately 45
days from its hearing request.  At the hearing, the Company
intends to request an extension of time in order to consummate
its pending merger with Mobility Electronics, Inc., upon
completion of which the Company's common stock will cease to be
traded.  iGo's common stock will continue to be traded on The
Nasdaq National Market pending the outcome of the hearing.

There can be no assurance that the Company's request for
continued listing will be granted.  If the Company's appeal is
denied, its common stock will be delisted from The Nasdaq
National Market.  In that event, the Company may choose to phase
down to the Nasdaq SmallCap Market or have its common stock
traded on the OTC Bulletin Board's electronic quotation system
or another quotation system or exchange on which the Company's
shares would qualify.  In either case, the Company's
stockholders would still be able to obtain current trading
information, including the last trade bid and ask quotations,
and share volume.

First Quarter Highlights

      -- On March 25, 2002, iGo and Mobility Electronics
announced a definitive agreement providing for iGo's acquisition
by Mobility. The acquisition is subject to certain closing
conditions, including the approval of iGo's stockholders and the
Securities and Exchange Commission declaring effective the
registration statement covering the shares of Mobility common
stock to be issued in the transaction.

      -- In January 2002, iGo launched the Bullet Driver
Professional, a proprietary, all-in-one external hard drive
upgrade and portable storage system for notebook and desktop
computers. The Bullet Drive Professional enables users to
transfer, store, and back up files quickly and easily. Available
with a pre-installed hard drive or as an enclosure for existing
2.5" hard drives, the Bullet Drive Professional's unique
connection cables offer users the flexibility of connecting
through USB, FireWire, PC Card or CardBus interfaces.

      -- In February 2002, iGo released the Xtend(R) line of
syncing and recharging USB cables for a variety of popular PDA
(handheld computer) models. These cables eliminate the need for
travelers to carry bulky cradles for synchronizing and
recharging their PDA. Now they can use their notebook computer
along with this adapter to not only synchronize their PDA, but
also recharge the device even when a power outlet is
unavailable. PDA users can also use these adapters to
synchronize and charge their computing devices at home and in
the office - ultimately wherever they use their handheld
computer.

iGo Corporation (Nasdaq: IGOC) is a leading business-to-business
developer and multi-channel marketer of parts and accessories
including batteries, adapters and chargers for notebooks, cell
phones and handheld devices. The company's products address the
needs of mobile professionals and corporations with mobile
workforces that demand solutions to keep them powered up and
connected. iGo enables more than half of the FORTUNE 500 to
efficiently purchase and receive mobile products and services
overnight. iGo develops its own line of mobile accessories under
the Xtend and Road Warrior brands. iGo's products are available
toll-free (1-800-DIAL-IGO), on its award-winning Web site --
http://www.igo.com-- and through dedicated corporate account
teams. Products are also available through leading distributors,
including Ingram Micro and Tech Data, and over 1,100 resellers
nationwide. iGo's industry leading alliances and business
partners include companies such as Acer, IBM and NEC. For more
information about iGo, please see "About iGo" at
http://www.igo.com


INTEGRATED HEALTH: Exclusive Filing Period Stretched to Sept. 24
----------------------------------------------------------------
At Integrated Health Services, Inc. and its debtor-affiliates'
behest, Judge Walrath issued an order, pursuant to section
1121(d) of the Bankruptcy Code:

  (1) extending the Debtors' Exclusive Filing Period to and
      including September 24, 2002; and

  (2) extending the Debtors' Exclusive Solicitation Period to and
      including November 25, 2002.

The Debtors tell the Court they have diligently continued to
move the reorganization process forward. Substantial time and
effort was devoted to all aspects of the confirmation process,
culminating with the Confirmation of the Rotech Plan in February
2002 and the occurrence of the effective date on March 26, 2002.
The Debtors tell Judge Walrath the process of marketing their
remaining businesses for sale is well advanced. The Debtors tell
Judge Walrath that they are considering several bids and
negotiating with bidders with the goal of maximizing the
ultimate sale price and terms for the benefit of the estates and
their creditors.  The success of this process is dependent on a
smooth sale process uninterrupted by a termination of
exclusivity and the potential onslaught of litigation that could
result from it.

The Debtors remind the Court that the Exclusive Periods were
intended to afford the Debtors a full and fair opportunity to
rehabilitate their businesses, and work towards the goal of
confirmation of a plan for reorganization. Based on this, the
Debtors represent that the extension is warranted and justified
because:

a)  Debtors' cases are large and complex;

b)  Good progress is being made toward rehabilitation and
      development of a consensual plan;

c)  The Debtors are not seeking to use Exclusivity to pressure
      creditors into accepting a Plan they find unacceptable, as
      suggested in the Debtors' progress to date and the current
      posture of these cases;

d)  The Debtors are generally making required post-petition
      payments and effectively managing their businesses;

e)  Contigencies which are central to the continued operation or
      the sale of a debtor's business warrant an extension of
      time of exclusive periods. In these cases, any sale of the
      Debtors' remaining assets would be a critical factor in the
      formulation of a confirmable plan or plans of
      reorganization, and it is critical that the Debtors have
      the flexibility and the time to focus all of their energies
      on the sale process without the interference of a competing
      plan.

                 Beal Bank, SSB Urges for Repayment

Beal Bank, SSB is a secured creditor holding claims in excess of
$7.5 million secured by valid, perfected, first priority liens
and mortgages against all of the assets relating to: (i) the
facility located in Durham, North Carolina owned and operated by
Debtor Integrated Health Services of Treyburn, Inc. and (ii) the
facility located in Clarkston, Michigan owned and operated by
Debtor Midwest Regional Rehabilitation Center, Inc.

As of April 30, 2002 the indebtedness of IHS-Treyburn to Beal in
connection with the Treyburn Facility was in excess of
$4,785,000, including accrued interest, fees and costs to that
time.  The indebtedness of Midwest Regional to Beal in
connection with the Clarkston Facility was in excess of $
3,140,000, including accrued interest, fees and costs to this
time.

The Debtors opposed Beal's motions for adequate protection and
these motions have been adjourned indefinitely because the
Debtors allege that an equity cushion is sufficient to cover
interest accrual for 3-1/2 years for the Treyburn Facility and
for 11-1/2 years for the Clarkston Facility. Specifically, Beal
submitted a valuation at $5,600,000 for the Treyburn Facility
and Debtors assert the value of the Treyburn Facility at
$8,292,370. For the Clarkston Facility, Beal submitted a
valuation at $6,640,000 and Debtors assert the value of the
Clarkston Facility at $5,087,985.

Beal complains that it has received no payment on the Debtors'
obligations for 2-1/2 years. The Debtors have had sufficient
time to formulate a plan of reorganization," Beal tells the
Court, "They have been in these cases for nearly 2-1/2 years.
Aside from the typical activities that occur in a Chapter 11
case, the Debtors point to one basic reason for their requested
extension. This is their intent to sell their remaining owned
and leased facilities and their failure as yet to consummate a
sale despite having been engaged in that process for several
months.  Adequate progress toward reorganization has not been
made in these cases to date. A denial of Debtors' Motion may
very well provide the impetus to move these cases forward.

Beal tells the Court that creditors of one of the debtors should
have an opportunity to attempt to reorganize their debtor
without having to wait for all the debtors to attempt a global
reorganization or sale.

The Court finds that the relief requested is in the best
interests of the Debtors, their creditors and all parties in
interest (Integrated Health Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTERDENT INC: Violates Nasdaq Minimum Listing Requirements
-----------------------------------------------------------
InterDent, Inc. (Nasdaq/NM:DENT) was notified by Nasdaq in a
letter dated May 16, 2002, that the Company fails to comply with
the minimum bid price and the minimum market value of publicly
held shares requirements for continued listing set forth in
Market Place Rules 4450(b)(3) and 4450(b)(4), and that its
securities are, therefore, subject to delisting from the Nasdaq
National Market. The Company has filed with Nasdaq an
application to transfer its securities to the Nasdaq SmallCap
Market.

H. Wayne Posey, InterDent's chairman and chief executive
officer, stated, "We believe that the market's evaluation of our
company does not presently recognize our true potential, in
particular, our improving financial performance and our highly
reenergized dentists and employees. The exchange on which our
stock is traded has no bearing on the quality of service we
provide to our patients or the financial performance of the
Company."

InterDent provides dental management services in 141 locations
in California, Oregon, Washington, Nevada, Arizona, Hawaii,
Idaho, Oklahoma and Kansas with total annualized patient
revenues under management of approximately $250 million. The
Company's integrated support environment and proprietary
information technologies enable dental professionals to provide
patients with high quality, comprehensive, convenient and cost-
effective care.


INTERFERON SCIENCES: Has Ample Resources to Last through May 31
---------------------------------------------------------------
Since 1981, Interferon Sciences Inc. has been primarily engaged
in the research and development of pharmaceutical products
containing Natural Alpha Interferon.  The Company has
experienced  significant operating losses since its inception.
The future revenues and  profitability of, and availability of
capital for, biotechnology companies may be affected by the
continuing efforts of  governmental and third-party payors to
contain or reduce the costs of health care through various
means. The Company has primarily financed its operations to date
through private placements, public offerings of the Company's
securities, and the sale of the Company's New Jersey tax loss
carryovers.

Interferon Sciences Inc. has experienced significant operating
since its inception in 1980. As of March 31, 2002, the Company
had an accumulated deficit of approximately $140.3 million.  For
the three months ended March 31, 2002 and the years ended
December 31, 2001, 2000 and 1999, the Company had losses from
operations of approximately $1.2 million, $7.8 million, $4.5
million and $5.4 million, respectively.  Also, the Company has
limited liquid resources.  These factors raise  substantial
doubt about the Company's ability to continue as a going
concern.  Although the Company  received FDA approval in 1989 to
market ALFERON N Injection in the United States for the
treatment of certain genital warts, it has had limited revenues
from the sale of ALFERON N Injection to date.  For the Company
to operate profitably, the Company must sell significantly more
ALFERON N Injection.  Increased sales will depend primarily upon
the expansion of existing markets and/or successful  attainment
of FDA approval to market ALFERON N Injection for additional
indications, of which there can be no assurance. There can be no
assurance that sufficient quantities of ALFERON N Injection will
be sold to allow the Company to operate profitably.

At March 31, 2002, the Company had approximately $475,000 of
cash and cash equivalents, with which to support future
operating activities and to satisfy its financial obligations as
they become payable.

Based on the Company's estimates of revenues, expenses, the
timing of repayment of creditors, and levels of production,
management believes that the Company has sufficient resources to
enable the Company to continue operations until the end of May
2002. However, actual results, especially with respect to
revenues, may differ materially from such estimate, and no
assurance can be given that additional funding will not be
required sooner than anticipated or that such additional
funding, whether from financial markets or collaborative or
other arrangements with corporate partners or from other
sources, will be available when needed or on terms acceptable to
the Company.


INTERVISUAL BOOKS: Total Shareholders' Equity Deficit Tops $1.4M
----------------------------------------------------------------
Intervisual Books, Inc. (IBI) (NASDAQ:IVBK), a leading creator
and producer of children's educational and novelty books,
announced its results for the quarter ended March 31, 2002.

Revenues for the first three months of 2002 were $2,217,000 as
compared to $2,684,000 of the prior year. Net income for the
first quarter of 2002 was $789,000 as compared to net loss of
$165,000 for the same period of the prior year. Included in the
2002 net income was an extraordinary benefit of $1,130,000
relating to the forgiveness of debt and accounts payable.
Results for the first quarter of 2001 were restated to exclude
the operations of Fast Forward Marketing, which is reported as a
discontinued operation.

At March 31, 2002, the company's total shareholders' equity
deficit narrowed to $1.4 million, and its working capital
deficit to about $1.4 million.

During the first quarter of 2002, Intervisual completed a $2.1
million equity financing which allowed for a comprehensive
balance sheet restructuring and positions the company to
capitalize on numerous growth initiatives.

Larry Nusbaum, President and CEO, said, "The combination of an
increase in gross margins and self-publishing sales positions us
to produce operating profits in calendar year 2002. Further,
packaging revenues are expected to fall in line with our budget
by the end of the second quarter. We believe that the trend of
improving margins and sales growth are sustainable as new
business initiatives and enhancements to current operations are
realized."

Intervisual also announced the departure of Dan Reavis,
Executive Vice President and CFO, who has decided to leave the
Company to explore other opportunities.

Mr. Reavis said, "I want to thank everyone at Intervisual for
all the support I received during my stay and wish the Company
the best for the future. The Company is financially stronger and
managed by people that are dedicated to building it for the
future."

Mr. Nusbaum closed by saying, "Dan was a valuable asset and
played an important role for the Company in closing the equity
financing and during the first quarter turnaround. We wish him
success in his future endeavors." In the interim period, Ms.
Gail Thornhill will be acting as the Principal Accounting
Officer.


JACOBSON STORES: Posts Improved Results for Q1 Ended May 4, 2002
----------------------------------------------------------------
Jacobson Stores Inc. announced results for the first quarter
ended May 4, 2002.

Sales for the quarter were $78,917,000, down 30.4 percent from
$113,408,000 for the comparable period in 2001.  Same-store
sales for the quarter were down 17.2 percent.

Jacobson's posted a first quarter 2002 net profit of $1,283,000,
as compared to a net profit of $1,208,000 for the same period in
2001.  First quarter 2002 results include a one- time gain of
$9,385,000 from the sale of the Company's Toledo, Ohio, store,
and a charge of $2,805,000 for bankruptcy-related costs.
Excluding these items, the first quarter 2002 loss was
$5,297,000.

Commenting on the announcement, Carol Williams, Jacobson's
President and Chief Executive Officer, said, "With six fewer
stores this year than during the same period in 2001 and an
expected decline in same store sales, our performance was where
we expected it to be.  Jacobson's met its targets in terms of
sales, inventories and expense reductions."

Jacobson Stores Inc. operates 18 specialty stores in Michigan,
Indiana, Kentucky, Kansas and Florida.  The Company's Web site
is located at http://www.jacobsons.com


KENNAMETAL: Intends to Issue 3MM Shares & $300M Sr. Unsec. Notes
----------------------------------------------------------------
Kennametal Inc. (NYSE: KMT) announced its intention to launch an
underwritten public offering of 3,000,000 shares of Common Stock
and an underwritten public offering of $300 million of Senior
Unsecured Notes due in 2012.

The offerings are consistent with the company's previously
announced plans to fund the acquisition of the Widia Group as
part of a comprehensive refinancing of its capital structure,
which is also expected to include a new, three-year revolving
credit facility.  The company believes these financing
arrangements are consistent with its commitment to investment
grade ratings. Standard & Poor's rates the company's Corporate
Credit Rating BBB.  Its senior unsecured debt is rated Ba1 by
Moody's, and BBB- by Fitch.

In connection with these offerings, the company will issue
preliminary fiscal 2003 guidance on Tuesday, May 28, 2002.  The
guidance will be detailed in a press release available
immediately following market close, and a conference call
beginning at 5:00 p.m. EDT.  Access the live or archived
conference by visiting the Investor Relations section of
Kennametal's corporate Web site -- http://www.kennametal.com

Kennametal is offering all of the securities.  Goldman, Sachs &
Co. and Lehman Brothers are lead managing the Common Stock
offering.  Goldman, Sachs & Co. and JP Morgan are lead managing
the Notes offering.

When available, a copy of the prospectuses relating to the
offerings may be obtained from Goldman, Sachs & Co., 85 Broad
Street, New York, NY 10004. These documents will also be filed
with the Securities and Exchange Commission and will be
available at the SEC's Web site at http://www.sec.gov

Kennametal Inc. aspires to be the premier tooling solutions
supplier in the world with operational excellence throughout the
value chain and best-in- class manufacturing and technology.
The company provides customers a broad range of technologically
advanced tools, tooling systems and engineering services aimed
at improving customers' manufacturing competitiveness.  With
approximately 12,000 employees worldwide, Kennametal is
represented in more than 60 countries.  Kennametal operations in
Europe are headquartered in Furth, Germany.  Kennametal Asia
Pacific operations are headquartered in Singapore.


KMART CORP: Noritsu America Takes Action to Recover Equipment
-------------------------------------------------------------
Seeking (i) a declaration that Kmart Corporation does not own or
hold legal title to 102 units of film-processing equipment, (ii)
immediate possession of such equipment, (iii) cash payments
equal to the fair rental value of such equipment starting from
the Petition Date until such equipment is returned, and (iv)
attorney's fees and costs incurred in this action, Noritsu
America Corporation, as plaintiff, commenced a lawsuit in the
U.S. Bankruptcy Court for the Northern District of Illinois
(Eastern Division).

Richard T. Peters, Esq., at Sidley Austin Brown & Wood LLP, in
Los Angeles, California, relates that NAC is a wholly owned
domestic subsidiary of Noritsu Koki Co., Ltd., a Japanese
corporation, headquartered in Wakayama, Japan.  NAC's principal
business is the sale, marketing, distribution, installation and
subsequent servicing of on-site photo-processing equipment for
utilization in commercial and other businesses.  Mr. Peters
tells the Court that NAC conducts such business both
domestically and internationally.

According to Mr. Peters, Noritsu's on-site photo processing
equipment, commonly known as mini-labs, consists of all of the
equipment, chemical processing and technology that enables a
user to develop a consumer's photographic film and produce
prints of the images contained in such film or digital files, on
an expedited basis.  "The photo-processing system developed by
Noritsu is often referred to as One-Hour Film Processing," Mr.
Peters says.

Retail stores such as Walgreens, Kmart, Eckerd, Costco, Sav-On,
and similar kinds of retailers are the major users of NAC's
mini-labs.  NAC has been supplying mini-labs to commercial
businesses since 1979.

                 The Relationship Between Kmart and NAC

On May 23, 2000, Mr. Peters relates that NAC and Kmart entered
into a business arrangement, wherein upon the specific request
of Kmart, NAC would:

   (a) ship and deliver a mini-lab from NAC's warehouses in Buena
       Park, California and Fairfield, New Jersey, to a
       particular designated Kmart store location;

   (b) install the mini-lab on Kmart's premises at such location;
       and

   (c) provide warranty service, as well as maintenance and
       repair service, for the installed equipment on a monthly
       fee basis.

                      The Lease Financing Agreements

To finance and implement its ability to obtain and utilize
Noritsu photo-processing equipment in its retail stores, Mr.
Peters explains that Kmart entered into agreements with a series
of equipment leasing companies, wherein a leasing company would:

   -- purchase from NAC each Noritsu mini-lab that Kmart wants to
      have installed at a particular store location; and

   -- simultaneously lease such mini-lab to Kmart pursuant to the
      terms of a pre-existing master lease agreement.

Accordingly, Mr. Peters says, Kmart entered into such master
equipment lease agreements with Varilease Corporation, Varilease
Technology Group Inc., and Ross Leasing and Consulting.

Mr. Peters explains that NAC was required to rely on the
financial condition and creditworthiness of the Leasing Company
selected and designated by Kmart, for payment of the purchase
price of each mini-lab sold on credit to such Leasing Company
and installed at a Kmart location.

In April 2000, Mr. Peters recounts that Kmart made Varilease
Corporation to submit a written proposal and quotation to NAC
for the purchase of mini-labs to be delivered to Kmart.
Varilease Corporation's written proposal provided for a "three-
year roll-out June 2000 through June 2003" with an aggregate
purchase price of $55,000,000 per year and further provided that
"Varilease will pay to Noritsu the purchase price that Noritsu
quotes to Varilease."  Because the equipment sales from NAC to
Varilease would be made on 90-day open-credit terms, Varilease
also furnished NAC with copies of Unicapitol Corporation's
(Varilease Corporation's parent company) 1998 financial
statements, 1999 SEC Form 10-K, and committed to provide NAC
with copies of the corresponding 1999 financial statements,
which were then in process of being prepared -- all in support
of its proposal.

Mr. Peters relates that similar proposals were submitted to NAC,
on behalf of Varilease Technology Group Inc., and Ross Leasing
and Consulting, prior to the Petition Date.

                         The Paid Equipment

From May 2000 to November 8, 2001, Kmart issued a series of
Purchase Orders to NAC.  So, NAC sold the mini-labs on credit
terms to each Leasing Company as designated in the particular
instance by Kmart and delivered and installed a mini-lab at a
total of 464 Kmart store locations.  As part of each sale and
installation of a mini-lab, Mr. Peters tells the Court:

     (1) NAC invoiced the Leasing Company that had been specified
         by Kmart for the purchase price;

     (2) NAC retained a security interest in the mini-lab as
         collateral for payment of the purchase price;

     (3) in due course, NAC received payment of the purchase
         price for the designated Leasing Company; and

     (4) NAC issued its Unconditional Bill of Sale in favor of
         the Leasing Company.

The Paid Equipment continues to be owned by the Leasing
Companies and is leased to Kmart pursuant to master equipment
leases entered into between such parties, and continues to be
utilized by Kmart in the operation of its business and for the
benefit of its estate, Mr. Peters reports.

                        The Unpaid Equipment

From June 29, 2001 through November 2001, Mr. Peters notes that
Kmart continued to issue purchase orders to NAC for a total of
104 additional units of mini-labs.  According to Mr. Peters,
each purchase order contained the specific designations:

   -- "Lease Only Not a Purchase"; and
   -- "Per Master Lease Agreement with Varilease Technology Group
      and Ross Leasing and Consulting Corp."

Again, NAC shipped and installed the Unpaid Equipment at the
designated Kmart store locations.  Then, NAC invoiced Varilease
Technology Group or Ross Leasing and Consulting, as applicable,
in the amount of the purchase price.  Mr. Peters informs Judge
Sonderby that before payment of the purchase price for the
Unpaid Equipment became due, Kmart's financial problems had
become widely known in the industry.  "In this instance,
Varilease Technology Group and Ross Leasing and Consulting
refused to comply with the terms of their agreements with NAC
and with Kmart," Mr. Peters says.  Specifically, the designated
Leasing Companies refused to pay NAC the purchase price for the
Unpaid Equipment and refused to formally incorporate the Unpaid
Equipment into the master equipment lease agreements then in
existence.

Kmart later returned two units of the Unpaid Equipment to NAC as
goods they do not require, leaving a total of 102 mini-labs that
currently comprise the Unpaid Equipment.  As a result, Mr.
Peters estimates that NAC has not received payment in the
aggregate amount of $9,631,534.  Thus, NAC still retains and
presently holds a first priority, perfected security interest in
such Equipment and any and all its proceeds as collateral for
payment of the purchase price.

                    NAC's Allegations and Demands

Mr. Peters tells the Court that Kmart had already asserted that
the Unpaid Equipment is now property to its bankruptcy estates
and the sole remedy available to NAC is a general unsecured
claim in the amount of the unpaid purchase price.  Naturally,
NAC disputes Kmart's claim of ownership on the grounds that:

   (i) at no time did NAC, as seller, ever intend to transfer
       ownership or title to the Unpaid Equipment to Kmart, but
       rather such sales were intended to be made, and were in
       fact and in law, made by NAC solely to the involved
       Leasing Companies for the subsequent leasing to Kmart;

  (ii) throughout the consistent uniform and uninterrupted custom
       and practice of the parties under Kmart's Lease Finance
       Arrangement, and based on 464 prior transactions involving
       the Paid Equipment, in no instance did Kmart pay NAC the
       purchase price, take title to the mini-labs at issue or
       obtain a bill of sale from NAC;

(iii) in each and every instance involving the Paid Equipment,
       the sale was made, and title was transferred by NAC, to
       the Leasing Company, NAC received payment of the purchase
       price solely from the Leasing Company, and NAC delivered
       its Unconditional Bill of Sale to the involved Leasing
       Company; and

  (iv) pursuant to Kmart's own purchase orders covering the
       Unpaid Equipment, Kmart acknowledged that the transaction
       was intended to effectuate a sale of the mini-labs and a
       transfer of title solely to Varilease Technology Group
       Inc. or Ross Leasing and Consulting.

Furthermore, Mr. Peters asserts, NAC would be entitled as a
matter of non-bankruptcy law to recover possession of the Unpaid
Equipment and enforce its lien rights in accordance with the
Uniform Commercial Code were it not for Kmart's bankruptcy
petition and the effect of the automatic stay.  "Pursuant to the
Uniform Commercial Code and applicable non-bankruptcy law, NAC
is obligated to mitigate its damages as against the defaulting
purchasers, Varilease Technology Group and Ross Leasing and
Consulting," Mr. Peters explains.  Thus, Mr. Peters contends,
possession of the Unpaid Equipment should be restored and turned
over to NAC.

Moreover, Mr. Peters points out that since the Petition Date,
Kmart has possessed and utilized the Unpaid Equipment in the
operation of its business and for the benefit of its estates and
its creditors.  Since the Unpaid Equipment is subject to
depreciation, wear and tear, obsolescence and diminution in
value throughout the period Kmart possesses and utilizes it, NAC
demanded for the return of the Unpaid Equipment and for adequate
protection payments prior to filing this complaint.  However,
Kmart ignored NAC's demand.

Mr. Peters maintains that NAC is entitled to adequate protection
of its interest in the Unpaid Equipment in an amount equal to
its fair rental value, which sums (upon receipt from Kmart) will
be applied toward the Leasing Companies' defaulted obligations
to NAC. (Kmart Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Kmart Corp.'s 9.875% bonds due 2008 (KMART18), an issue in
default, are quoted at a price of 45, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18for
real-time bond pricing.


LODGIAN INC: Court Okays Uniform Contract Rejection Procedures
--------------------------------------------------------------
Wells Fargo Bank Minnesota, holder of the first mortgage lien on
the property of debtor Columbus Hospitality Associates L.P.,
submits a Limited Objection in opposition to the proposed
procedures to reject executory contracts concerning Columbus.

Kenneth S. Yuddell, Esq., at Aronauer Goldfarb Sills & Re LLP in
New York, New York, relates that Columbus is the owner and
operator of the property located at and known as 175 E. Town
Street, Columbus, Ohio, operated as the Holiday Inn Columbus
City Center.  Wells Fargo has a lien on essentially all of the
assets of Columbia.  Included among the documents given as
security for the mortgage loan is an Assignment of Contracts,
Licenses, Permits, Agreement, Warranties and Approvals, dated
December 22, 1997.  Pursuant to the Contract Assignment,
Columbus assigned, transferred and pledged to Wells Fargo all of
its right, title and interest in all of the contracts, licenses,
permits, agreement, warranties and approvals for and in respect
of the Premises.

Mr. Yudell argues that Lodgian, Inc., and its debtor-affiliates'
proposed procedures completely ignore this Contract Assignment
and the rights of Wells Fargo as mortgagee.  The proposed
procedures would allow Columbus to reject contracts without any
notice to Wells Fargo, the only creditor of Columbus, which has
a substantial interest in those contracts.  As such, any
procedures approved by this Court for the rejection of executory
contracts should require that Wells Fargo be given notice of the
rejection of any contract concerning Columbus and the Premises.

                  Nationwide Life Insurance Objects

Jenette Barrow-Bosshart, Esq., at Otterbourg Steindler Houston &
Rosen P.C. in New York, New York, relates that the rejection
procedures outlined in the Debtors' motion provide that the
executory contracts may be rejected with five business days'
advance written notice.  The notice is provided to the
respective counter-party to the contract.  Although Nationwide
is the holder of a leasehold mortgage on some of the Debtors'
properties, Nationwide is not a counter-party to the lease with
the Debtors. However, the landlords are not the only true
parties in interest in these proceedings.

Nationwide requests that the Court deny the Debtors' motion
insofar as it would provide notice of the rejection of an
executory contract only to one of the parties who have an
economic stake in these proceedings.  Nationwide requests that
the holders of leasehold mortgages should be designated as
parties to receive notice of a proposed rejection.

Nationwide further objects to the motion on the grounds that
five business days is inadequate notice of a proposed rejection.
Ms. Barrow-Bosshart states that a rejection will terminate the
Debtors' continuing right to occupy the premises, thus
necessitating immediate action by Nationwide to protect its
collateral.  Nationwide appreciates the Debtors' need for an
expedited contract rejection procedure.  However, Nationwide
submits that 10 days notice of a rejection is fair under the
circumstances.

Finally, Nationwide objects to the motion because of the
proposed retroactive nature of the rejection in the event that a
notice of objection to the rejection is timely filed.  If an
objection is timely filed, Ms. Barrow-Bosshart believes that the
rejection should not be effective until a final, order has been
entered that cannot be appealed. Until that time the parties
will not know whether the lease will be rejected.  Section
365(a) of the Bankruptcy Code clearly requires approval prior to
a rejection.

                              * * *

Finding that the motion is in the best interest of the Debtors
and their estates, Judge Lifland approves the contract rejection
procedures.  However, these procedures for the rejection of any
contract that directly relates to the Columbus Debtor, its
property, or its assets, or to which Columbus is a party from
time to time, will hereby be implemented by the Debtors:

A. Any Contract that is deemed unnecessary and burdensome to the
    Debtors based upon the sound business judgment of the Debtors
    may be rejected upon the Debtors giving five business-days
    advance written notice to:

    a. the respective counter-party to such Contract,
    b. Wells Fargo, and
    c. the Creditors' Committee

B. If an objection to a Rejection Notice is filed by the
    Counter-party to the Contract, or by Wells Fargo, or the
    Creditors' Committee, and served upon, and actually received
    by, Debtors' counsel prior to the expiration of the five
    business-days period, the Debtors will schedule a hearing on
    the objection at the Court's earliest convenience;

C. If no objection is timely received, the applicable Contract
    will be deemed rejected as of the expiration of the five
    business-days notice period; and

D. If a timely objection to a Rejection Notice is received, and
    the Court ultimately upholds the Debtors' determination to
    reject the applicable Contract, then the applicable Contract
    will be deemed rejected as of the expiration of the initial
    five business-days notice period. (Lodgian Bankruptcy News,
    Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-
    0900)


MARGATE INDUSTRIES: Nasdaq to Delist Shares Effective Tomorrow
--------------------------------------------------------------
Margate Industries, Inc. (NASDAQ: CGUL) has received notice from
The Nasdaq Stock Market, Inc. that the Company's common shares
will be delisted from the Nasdaq SmallCap Market at the opening
of business on May 29, 2002.

The Yale, Michigan-based provider of specialty services to the
foundry industry said that Margate shares are fully eligible for
immediate trading on the OTC Bulletin Board --
http://www.otcbb.com-- a regulated quotation service that
displays real-time quotes, last-sales prices and volume for more
than 3,600 securities.  Margate intends to continue to submit
corporate filings with the Securities and Exchange Commission.

Margate said its board of directors will also examine other
opportunities to ensure continued trading and liquidity for its
shares, including a future listing on Nasdaq, AMEX or the new
Bulletin Board Exchange (BBX) that Nasdaq plans to launch in
January 2003.

"The change in trading venue for our stock will not affect
Margate's normal business operations," said William H. Hopton,
president and chief executive officer of Margate Industries.
"The downturn in the economy and the slumping auto industry
continue to present a significant challenge for Margate.
However, we have taken aggressive steps to help reduce the
impact of slow customer demand, including reductions of staff,
overhead expenses and executive compensation."

Margate said the delisting from Nasdaq follows a notice received
earlier this year.  On February 14, 2002, it received a Nasdaq
Staff Determination indicating that it failed to comply with the
minimum market value of public held shares of $1,000,000 for
continued listing on The Nasdaq SmallCap Market as set forth in
Marketplace Rule 4310(C)(7).  Pursuant to Nasdaq rule
4310(C)(8)(B), Margate's common stock was subject to delisting
from The Nasdaq SmallCap Market on May 29, 2002.

Margate Industries employs approximately 80 at Yale Industries,
which provide cleaning, grinding, chipping and finishing of iron
castings.


NII HOLDINGS: Parent Nextel Pleased About Restructuring Terms
-------------------------------------------------------------
The following statement is attributable to Tim Donahue,
president and CEO of Nextel Communications, Inc. (NASDAQ:NXTL):

      "Nextel Communications is pleased that NII Holdings has
reached a positive agreement in principle with its key
stakeholders. This agreement will allow high value wireless
customers to continue to enjoy the Nextel value proposition in
key Latin American markets and allow NII Holdings to grow beyond
today's market-related challenges as a stand-alone company.
Nextel Communications' financial contribution of up to $65
million will result in an equity ownership position in NII
Holdings of up to 45 percent and result in a deconsolidation of
NII Holdings from Nextel Communications.

      "In addition, Nextel will provide $50 million to NII
Holdings for the expansion of a U.S.-Mexico cross border
spectrum sharing arrangement. This arrangement will allow Nextel
to further reduce our domestic capital expenditures and generate
greater capital efficiencies."

Nextel Communications, based in Reston, Virginia, is a leading
provider of fully integrated wireless communications services
and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States. Nextel and Nextel Partners, Inc., currently
serve 197 of the top 200 U.S. markets. Through recent market
launches, Nextel and Nextel Partners service is available today
in areas of the U.S. where approximately 230 million people live
or work.


NORTEL NETWORKS: Board Declares Dividend on Class A Preferreds
--------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on the outstanding Nortel Networks Cumulative
Redeemable Class A Preferred Shares Series 5 (TSX:NTL.PR.F), the
amount of which will be calculated by multiplying (a) the
average prime rate of Royal Bank of Canada and Toronto-Dominion
Bank during June 2002 by (b) the applicable percentage for the
dividend payable for May 2002, as adjusted up or down by a
maximum of 4 percentage points (subject to a maximum applicable
percentage of 100 percent) based on the weighted average trading
price of such shares during June 2002, in each case as
determined in accordance with the terms and conditions attaching
to such shares. The dividend will be payable on July 12, 2002 to
shareholders of record at the close of business on June 28,
2002.

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

As previously reported, Moody's has downgraded Nortel Networks'
debt ratings to a low-B Level and its 2001-1 Certificates to
Ba3. Meanwhile, Standard & Poor's lowered the company's Lease
Pass-Through Certificates Rating to BB-.

Nortel Networks Ltd.'s 6.125% bonds due 2006 (NT06CAN1),
DebtTraders reports, are trading at aboutm 73.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for
real-time bond pricing.


OWENS CORNING: Seeks Approval of Intercompany Tolling Agreement
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve
an Inter-Company Tolling Agreement.  This Agreement will extend
the two-year statute of limitation by one year, through and
including October 5, 2003, during which any action or proceeding
that could be brought against the Debtors and any Non-Debtor
Affiliates on account of transfers of property that may be
voided under chapter 5 of the Bankruptcy Code.

J. Kate Stickles, Esq., at Saul Ewing LLP in Wilmington,
Delaware, tells the Court that in accordance with their duties
as debtors-in-possession, the Debtors have undertaken an
analysis of potential avoidance actions and other prospective
litigation against, among other parties, related entities and
affiliates.  From this analysis, the Debtors have determined
that a delay in the commencement of litigation among the
Debtors, and between particular Debtors and related non-Debtor
affiliates, is in the best interests of all parties-in-interest
for these reasons:

A) Many of the potential inter-company avoidance actions may
    become moot or are materially affected by the outcome of the
    Debtors' overall inter-creditor project and any related
    litigation or settlement. For example, an adjudication or
    agreement that the estates of two or more of the Debtors
    should be substantively consolidated clearly would moot any
    potential avoidance actions between or among the estates.
    Thus, proceeding with an inter-company avoidance action
    litigation prior to the resolution of the outstanding inter-
    creditor issues, such as substantive consolidation, would be
    premature and potentially wasteful given the likely costs of
    pursing the avoidance actions.

B) Requiring the Debtors to commence inter-company avoidance
    action litigation at this point in the Debtors' cases, when
    the inter-creditor discovery project is in full swing, is
    likely to impede the efforts of the Debtors and the other
    parties to resolve the cases consensually.

Ms. Stickles surmises that the inter-company avoidance actions
would almost certainly distract all parties from the inter-
creditor project, as well as from the related issues, which are
most fundamental to the resolution of the Debtors' cases. The
ultimate disposition of any inter-company avoidance actions is,
in the Debtors' judgment, best determined by negotiations and,
ultimately, by the Debtors' Reorganization Plan.

The basic terms of the inter-company tolling agreement are:

A) Any and all limitation periods applicable, by virtue of 11
    U.S.C. Section 546(a) or otherwise, to bar any claim or
    remedy or the bringing of any action or proceeding that could
    be brought under any applicable law to avoid or recover all
    or any portion of transfers of property recoverable by the
    Debtors under applicable law or the value thereof are to be
    tolled and extended through and including the later of
    October 5, 2003 or 30 days after the effective date of a
    confirmed Reorganization Plan. Nothing contained in the
    Agreement will prohibit the commencement of litigation with
    respect to the Transfers prior to the later of those dates.

B) The Tolling Agreement binds itself and inures to the benefit
    of the parties thereto, their successors and assigns, the
    Debtors' estates and creditors, and any agent or authorized
    representative of any of the foregoing appointed in any of
    the Debtors' cases or in connection with any plan of
    reorganization or liquidation. (Owens Corning Bankruptcy
    News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


PILLOWTEX CORP: Will Assume Key Finance Lease Pacts as Amended
--------------------------------------------------------------
Pillowtex Corporation and Key Equipment Finance have negotiated
a restructuring of their Lease Agreements that materially
reduces the amount of lease payments owed to Key Equipment.

In a Court-approved stipulation, both parties agree that:

     (i) the Debtors will assume the Lease Agreements with Key
         equipment as modified by the Amendments;

    (ii) Key equipment has an allowed unsecured claim of
         $2,036,372 regarding the reduction of the lease
         obligations under the Lease Agreements;

   (iii) on the Effective Date, the Reorganized Debtors will
         succeed to all of the rights, benefits, liabilities,
         obligations and duties of the Debtors under:

         (a) Production Equipment Lease No. Series 8-A1;

         (b) Production Equipment Lease No. Series 18-A;
             and

         (c) Production Equipment Lease No. Series 8-A.

         Each may be amended, modified or replaced from time to
         time.

    (iv) on the Effective Date, the Reorganized Debtors will also
         succeed to all of the rights, benefits, liabilities,
         obligations and duties of the Debtor under a certain
         Master Sublease Agreement, between the Debtors as
         sublessor and Fieldcrest Cannon as sublessee and all
         specifications, schedules, instruments, documents, and
         agreements.  The Debtors, Fieldcrest Cannon and the
         Reorganized Debtors agree to do anything that may be
         lawfully and reasonably required by Key Equipment in
         connection with the transfers; and

     (v) Key Equipment is authorized to file all financing
         statements and amendments to financing statements
         describing the equipment and collateral under the Key
         Leases in any filing office as Key Equipment may
         determine. (Pillowtex Bankruptcy News, Issue No. 28;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


PINNACLE HOLDINGS: Nasdaq Delists Shares Effective May 24, 2002
---------------------------------------------------------------
Pinnacle Holdings Inc. (Nasdaq: BIGT) announced that, as
previously disclosed, Pinnacle's common stock was delisted from
The Nasdaq Stock Market effective with the open of business
Friday, May 24, 2002.  At this time, Pinnacle has no plans to
list its common stock for trading on another exchange. However,
independent brokers may seek to create a market for Pinnacle's
common stock in over-the-counter markets such as the OTC
Bulletin Board(R) or the Pink Sheets(R), although Pinnacle is
not currently aware of efforts to do so.  Pinnacle does not
currently intend to contact potential market makers regarding
the quotation of Pinnacle's common stock in any over- the-
counter market.  There can be no assurances that Pinnacle's
common stock will in fact be quoted in an over-the-counter
market, or that any market for its common stock will exist at
all. In the event that Pinnacle's common stock is quoted in a
non-Nasdaq over-the-counter market, sales of Pinnacle stock
would be subject to Rule 15g-9 promulgated under the Securities
Exchange Act of 1934, as amended.  Under Rule 15g-9, broker-
dealers who sell "penny stocks" to persons who are not
established customers or accredited investors must make
specified suitability determinations and must receive the
purchaser's written consent to the transaction prior to the
sale.  Pinnacle strongly encourages anyone contemplating
purchasing its securities to proceed cautiously and only after
careful review of all relevant publicly available information.

As previously disclosed, Pinnacle, together with its wholly
owned subsidiaries, Pinnacle Towers Inc., Pinnacle Towers III
Inc. and Pinnacle San Antonio LLC, filed their voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.  As a result of this bankruptcy filing,
prior to Pinnacle's common stock being delisted, Pinnacle's
trading symbol was changed from BIGT to BIGTQ, effective with
the open of business on May 23, 2002.  Pinnacle's pre-negotiated
bankruptcy filing was made to implement the recapitalization of
Pinnacle pursuant to the terms of the Securities Purchase
Agreement entered into as of April 25, 2002 with Fortress
Investment Group and Greenhill Capital Partners. Holders of at
least two-thirds of the outstanding aggregate principal amount
of Pinnacle's 10% Senior Discount Notes due 2008 and holders of
at least two-thirds of the outstanding aggregate principal
amount of Pinnacle's 5-1/2% Convertible Subordinated Notes due
2008 have agreed to vote in favor of a plan of reorganization
that implements the Purchase Agreement.  The Bankruptcy Plan
will be funded by two new sources of capital: (1) an equity
investment made by the Investors of up to $205.0 million, and
(2) a new credit facility of $340.0 million to be led by a
syndicate arranged by Deutsche Bank Securities Inc. with Bank of
America, N.A.  Immediately following confirmation of the
Bankruptcy Plan, Pinnacle would be merged into a newly formed
Delaware corporation formed by the Investors with New Pinnacle
being the surviving corporation.

Under the terms of the Purchase Agreement with the Investors,
Fortress will purchase up to approximately 13,735,000 shares of
common stock of New Pinnacle and Greenhill will purchase up to
approximately 6,765,000 shares of common stock of New Pinnacle.
The Purchase Agreement provides for the cancellation of the
Senior Notes in exchange for up to $114.0 million (or $350.77
per $1,000 par value bond) in cash or, at the holder's election,
a combination of cash and up to 49.9% of New Pinnacle's
outstanding common stock. The number of Investor Shares (and
hence their cash investment) will be proportionately decreased
by the number of shares purchased by holders of the Senior
Notes.

The Purchase Agreement also provides for the cancellation of the
Convertible Notes in exchange for up to $500,000 in cash and
five-year warrants to purchase up to approximately 205,000
shares of New Pinnacle's common stock at approximately two times
the price of the Investor Shares. Convertible Note holders can
double this amount to a total of $1.0 million in cash and
warrants to purchase 410,000 shares, representing approximately
2% of New Pinnacle's equity capitalization, if the Convertible
Note holders agree to give certain releases. The Purchase
Agreement further provides for cancellation of the outstanding
shares of Pinnacle common stock.  Former stockholders and
plaintiffs in a stockholder class action shall receive five-
year warrants to purchase up to 102,500 shares of New Pinnacle
common stock (representing approximately 1/2% of New Pinnacle's
equity capitalization) at approximately two times the price of
the Investor Shares. This amount can be doubled to 205,000
shares, representing approximately 1% of New Pinnacle's
capitalization, if the stockholders agree to give certain
releases. Trade and other creditors will be paid in full in the
ordinary course.

Pinnacle is a provider of communication site rental space in the
United States and Canada. At December 31, 2001, Pinnacle owned,
managed, leased, or had rights to in excess of 4,000 sites.
Pinnacle is headquartered in Sarasota, Florida. For more
information on Pinnacle visit its Web site at
http://www.pinnacletowers.com


POLAROID: Committee's Asset Sale Objection Stays Under Wraps
------------------------------------------------------------
Pursuant to Section 107(b) of the Bankruptcy Code, the Committee
of Unsecured Creditors OF Polaroid Corporation and its debtor-
affiliates, sought and obtained the Court's authority for the
Committee to file its Objection to the Sale Motion under seal.
It will remain sealed and confidential.

Brendan L. Shannon, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, contends filing the motion under
seal is necessary to prevent the public from disseminating the
confidential information produced by the Debtors to the
Committee. (Polaroid Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PRANDIUM INC: Nixes Austin Grills' Unsolicited Buyout Offer
-----------------------------------------------------------
Prandium, Inc. (OTC Bulletin Board: PDIMQ), has rejected an
unsolicited proposal from privately held Austin Grills, Inc. to
purchase Prandium's assets and reorganize its outstanding notes
and equity.  Prandium's board of directors, in consultation with
its legal and financial advisors, considered the proposal and
determined that it was inferior to the current "prepackaged"
chapter 11 reorganization plan scheduled for a confirmation
hearing on June 14, 2002.

Prandium also noted that authorized representatives of the
holders of a majority of FRI-MRD's 15% Senior Discount Notes and
14% Senior Secured Discount Notes and of an informal group who
hold a majority of Prandium's 9-3/4% Senior Notes each indicated
that they were also opposed to the proposal and wish to proceed
with Prandium's pending reorganization plan.

Prandium, and its wholly-owned subsidiary, FRI-MRD Corporation,
are currently debtors in a chapter 11 case pending in the United
States Bankruptcy Court in Santa Ana, California, and the court
has scheduled the hearing to consider confirmation of Prandium's
"prepackaged" reorganization plan on June 14, 2002.

The Company continues to conduct business as usual with its
customers, employees and suppliers and maintain its existing
cash management systems through its non-debtor subsidiaries.
Consistent with the reorganization plan, the Company's trade
creditors and employees continue to be paid in full, in the
ordinary course of business.

Prandium owns and operates a portfolio of over 170 full-service
and fast-casual restaurants including Chi-Chi's, Koo Koo Roo,
and Hamburger Hamlet.  Prandium, Inc. is headquartered in
Irvine, California.  To contact the company call (949) 863-8500,
or link to http://www.prandium.com


RELIANCE GROUP: Will Make Late Form 10-Q Filing for Q1 2002
-----------------------------------------------------------
In a Form NT 10-Q filed with the Securities Exchange Commission,
Reliance Group Holdings announces that due to significant
changes in its operational (underwriting, claims), corporate
(systems, actuarial, financial), organizational structure and
staffing, which occurred within the last half of 2000 and early
2001 as a result of its decision to discontinue its ongoing
insurance business and commence run-off operations, RGH's
accountants, Deloitte and Touche LLP, have been unable to finish
the work necessary to complete their audit for fiscal year 2000.
Until the audit is completed, it is not be possible to file a
Form 10-Q for the quarter ended March 31, 2002.

RGH expects to report a loss for the year 2001. As of December
31, 2000, RGH expects to write off its investment in Reliance
Insurance Company. Consequently, RGH's losses in the first
quarter of 2002 are expected to be approximately $1,950,000,
reflecting corporate overhead and expenses of its Chapter 11
case. The results exclude any recognition of operations at RIC.
Interest on RGH's outstanding indebtedness of approximately
$6,000,000 per month ceased to accrue as of June 12, 2001, the
date of the commencement of Debtors' Chapter 11 case. RGH's
expected losses for the 2002 first quarter should be lower than
the losses expected to be reported for the corresponding period
for 2001, principally because of higher interest expenses prior
to and significantly lower operating expenses after the
commencement of the Chapter 11 case. (Reliance Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SNTL CORP: Court Sets Plan Confirmation Hearing for June 18
-----------------------------------------------------------
                UNITED STATES BANKRUPTCY COURT
                CENTRAL DISTRICT OF CALIFORNIA
                 SAN FERNANDO VALLEY DIVISION

IN RE:                           :   CASE NO. SV 00-14099 GM
                                  :
SNTL CORPORATION, SN INSURANCE   :   (JOINTLY ADMINISTERED WITH
SERVICES, INC., SNTL HOLDINGS    :     SV 00-14100-GM
CORPORATION, SN INSURANCE        :     SV 00-14101-GM
ADMINISTRATORS, INC., INFONET    :     SV 00-14102-GM
MANAGEMENT SYSTEMS, INC., PACIFIC:     SV 02-14239-GM
INSURANCE BROKERAGE, INC.,       :     SV 02-14236-GM
              DEBTORS.            :     CHAPTER 11 CASES

        NOTICE OF HEARING ON CONFIRMATION OF DEBTORS'
    FIRST AMENDED CHAPTER 11 JOINT PLAN OF REORGANIZATION
           AND RELATED PROCEDURES AND DEADLINES
           ------------------------------------

    The above-referenced debtors and debtors in possession have
filed their First Amended Chapter 11 Join Plan of
Reorganization.  The Court has approved the Debtors' Disclosure
Statement in support of the Plan, as containing adequate
information to enable creditors and equity security holders to
make an informed judgment in determining whether to vote to
accept or reject the Plan.

    The Court has authorized transmittal of the Disclosure
Statement, the Plan and other information in the manner directed
by the Court, Copies of the Plan and disclosure Statement are
available for inspection during normal business hours in the
Clerk's Office, United States Bankruptcy court for the Central
District of California, San Fernando Valley division, 21041
Burbank Blvd., Woodland Hills, CA 91367, or available upon
request from the Balloting Agent.  April 1, 2002 is the record
date for solicitation and Plan voting purposes.

    Claimants who are entitled, and desire, to vote on the Plan
must return ballots to accept or reject the Plan so that they
are actually received by the Balloting Agent by no later than
June 7, 2002, at 5:00p.m. Pacific time; provided, however,
creditors of only the Debtors InfoNet Management systems, Inc.
and/or Pacific Insurance Brokerage, Inc. must file with the
Court and serve on Debtors' counsel in accordance with separate
Court order a proof of claim and return their ballots by June
14, 2002 at 4:00 p.m. Pacific Time.  Any ballots received after
the General Voting Deadline or InfoNet/Pacific Voting Deadline,
as applicable, will not be counted.  Claimants must return their
ballots to the "Balloting Agent" at the following address and in
accordance with the instructions that accompany such ballots:
Pachulski, Stang, Ziehl, Young & Jones P.C., Attn:  SNTL
Balloting, 10100 Santa Monica Blvd., suite 1100, Los Angeles, CA
90067.

    The court will hold a hearing to consider confirmation of the
Plan under section 1129 of the Bankruptcy Code on June 18, 2002
at 10:00 a.m. at the Bankruptcy court, the Honorable Geraldine
Mund presiding, Courtroom "303".  The confirmation Hearing may
be continued by announcement in open court without further
notice to parties in interest.

    In order to be considered by the Court, objections, if any,
to the Plan must be filed so as to be actually received by the
Clerk of the Bankruptcy court by no later than June 7, 2002 at
4:00 p.m. Pacific time, and served on the following, so that
they are actually received by no later than the General
Objection Deadline: (i) Counsel for Debtors; Pachulski, Stang,
Ziehl, Young & Jones P.C., Attn:  Brad R. Godshall, 10100 Santa
Monica Blvd., Suite 1100, Los Angeles, Ca 90067; (ii) Counsel to
the Creditors' Committee: Latham & Watkins, Attn:  Michael
Lurey, 633 West Fifth Street, Suite 4000, Los Angeles, Ca 90071;
(iii) Counsel to the Bank Group:  White & Case, Attn:  Andrew
DeNatale, 1155 Avenue of the Americas, New York, NY 10036; (iv)
Office of the United States Trustee, Attn:  MaryAnne Wilsbacher,
21051 Warner Center Lane, Suite 115, Woodland Hills, Ca 91367;
provided, however, creditors of only the Debtors InfoNet
Management Systems, Inc. and/or Pacific Insurance Brokerage,
Inc. must file and serve their Plan objections, if any, in
accordance with the foregoing provisions by no later than June
14, 2002 at 4:00 p.m. Pacific Time.  The failure to timely and
properly file and serve an objection by the General Objection
Deadline or InfoNet/Pacific Objection Deadline, as applicable,
shall be deemed by the Court to be a consent to confirmation of
the Plan.


SAFETY-KLEEN: Onyx Seeks Delay of Chemical Services Sale Process
----------------------------------------------------------------
Onyx North America Corporation, represented by Steven R. Barthm
Esq., of the Milwaukee office of Foley & Lardner, and by David
A. Workman, Esq., and David B. Goroff, Esq., of the Washington
DC office of Foley & Lardner, objects to Safety-Kleen's sale of
the Chemical Services Division to Clean Harbors, Inc.  Onyx says
it is "forced to make this objection and seek an immediate
hearing because it has been denied the opportunity to perform
the due diligence necessary to submit what may likely be a
superior bid" by the acts and omissions of the Debtors.

                  Onyx Requests a 60-Day Delay

Onyx urges a delay of the bid deadline, auction and sale for 60
days. The purpose of the delay is to afford Onyx the opportunity
to adequately and fairly evaluate the Chemical Services Division
business and complete its due diligence.  Onyx tells Judge Walsh
this delay may result in its submission of a "significantly
higher bid" for these assets.

George K. Farr, Onyx's Chief Financial Officer, describes Onyx's
business as the delivery of fully-integrated environmental
solutions to virtually all industrial, commercial, municipal and
residential sectors throughout North America.  Onyx's business
includes the collection, recovery (sorting and recycling) and
treatment of municipal, commercial and industrial waste.  Onyx
provides a broad range of related services, such as urban,
commercial and industrial cleaning and recovery and treatment of
land at abandoned industrial sites.  Onyx's parent corporation,
Vivendi Environment (Paris Euronext: VIE and NYSE: VE), is the
third largest provider of waste management services in the
world.

On April 8, 2002, Mr. Farr relates, Onyx submitted to the
Debtors a written preliminary, non-binding expression of
interest with respect to potentially acquiring the Chemical
Services Division business in compliance with the Bidding Order,
and Onyx was designated a "Qualified Bidder" as a result.  Mr.
Farr believes that Onyx, besides Clean Harbors, is the only
other Qualified Bidder.

Onyx provides Judge Walsh with handfuls of exhibits in support
of its arguments for delay and to demonstrate Safety-Kleen's
lack of cooperation.  Because Onyx has signed a confidentiality
agreement with the Debtors in connection with this sale, and
because those exhibits contain confidential, proprietary and
non-public information about both Onyx and Safety-Kleen, those
documents are provided to the Court under seal and are not
publicly available.

              The Debtors Are Frustrating Due Diligence

Onyx charges that the Debtors have frustrated Onyx's efforts to
perform due diligence.  The result is that no Qualified Bidder
can submit a competitive bid and this causes the estates and its
creditors to realize substantially less than maximum available
value.

             Clean Harbors & the Debtors Have Misled Onyx

Onyx accuses the Debtors and Clean Harbors of material
misstatements which have misled actual and potential auction
participants and the public by dramatically understating the
amount of liabilities being assumed by Clean Harbors and by
failing to deal with otherwise dischargeable liabilities that
would allow Onyx and other bidders to substantially increase the
cash price payable for the Division.

Mr. Barth argues that Judge Walsh should delay the sale and
require the Debtors' compliance with previously ordered
procedures, or deny the sale motion and recommence the bidding
process.

Mr. Barth reminds Judge Walsh that, on March 8, 2002, he entered
the Order (A) Establishing Competitive Bidding Procedures In
Connection With The Sale Of Substantially All Of The Assets And
Certain Equity Interests Of The Debtors' Chemical Service
Division To Clean Harbors, Inc., Or A Party Making A Higher Or
Better Offer; (B) Approving Bid Protections, Including Expense
Reimbursements And Termination Fee; (C) Setting Sale Hearing And
0bjection Deadline; (D) Authorizing And Approving Form And
Manner Of Notice Of Bidding Procedures And Sale Hearing; and (E)
Granting Related Relief.  This Bidding Order provides that
parties objecting to the Sale must file objections by May 29,
2002, the day before the date that Clean Harbors must provide
evidence of the financing and financial assurance necessary to
complete the transactions contemplated by the Agreement.
Moreover, bids are due on May 30, 2002; thus, potential bidders,
including particularly Onyx, will be unaware of whether Clean
Harbors has obtained its financing and financial assurance prior
to submitting a bid. When these inconsistencies were raised with
the Debtors and their counsel, they indicated that no correction
was needed.

                    The Death of A Thousand Cuts

Mr. Farr says the Debtors have improperly frustrated Onyx's
efforts to perform necessary due diligence and establish a
valuation of the Chemical Services Division.  How?  By:

        (a) failing to provide any reliable valuation or
quantification for and frustrating Onyx's ability to quantify
and analyze the extensive amount by which the assumed
environmental liabilities exceed the purported $265 million,

        (b) failing to provide any reliable valuation or
quantification for and otherwise frustrating Onyx*s ability to
quantify the extensive amount of litigation-related and other
liabilities included in the Assumed Liabilities (which
liabilities are not included in the $265 million estimate of the
liabilities being assumed by Clean Harbors),

        (c) entering into agreements limiting the
dischargeability of claims which might otherwise be Excluded
Liabilities,

        (d) failing to commit to seeking the discharge of any
debts related to the Chemical Services Division and instead
referring to any such discharge as a potential "windfall" for
Clean Harbors (as opposed to a "windfall" for the Debtors'
creditors because of the possibility of substantial additional
dollars for the estates), and at the same time. requiring the
purchaser to assume liabilities that normally would be
discharged or otherwise dealt with as part of the bankruptcy
process, thereby reducing the cash price payable for the
Chemical Services Division,

        (e) erecting unnecessary barriers to the disclosure of
financial information and projections, and qualifying such
information and projections as unreliable,

        (f) providing insufficient information regarding the Cure
Amounts for the Chemical Services Division contracts,

        (g) providing untimely (and inadequate) information
regarding the leased and owned property included in the Sale,

        (h) unnecessarily delaying and restricting Onyx's access
to Chemical Services Division sites for due diligence, and then
only allowing limited site access,

        (i) ignoring several deadlines with respect to the
Agreement and delaying the completion of certain important
schedules and exhibits to the Agreement,

        (j) refusing to provide any customer information to
potential bidders,

        (k) delaying Onyx's due diligence regarding financial
data, site visits, accountants' work papers, pending litigation
and real estate matters,

        (l) failing to timely include Onyx in the process of
transferring the permits required to operate the Chemical
Services Division,

        (m) arbitrarily refusing to allow Onyx to retain several
consultants (who were formerly employed by Debtors) to assist
with Onyx's due diligence investigation of the Chemical Services
Division, and

        (n) refusing to assist Onyx in interpreting the working
capital adjustment contained in the Agreement (which, Onyx
believes, remains an open issue between  Debtors and Clean
Harbors).

Although it is likely that no one individual item cited in this
list would have, on its own, killed the momentum necessary to
fully and fairly value the Chemical Services Division, taken
together these factors have resulted in the proverbial death of
this process by a thousand cuts, Onyx complains.

The resulting frustration and lack of information currently make
it impossible for Onyx to fully and fairly evaluate and value
the Chemical Services Division by May 30, 2002, to the point of
unjustifiably compelling Onyx to withdraw from the process. As a
result, despite Onyx's intensive due diligence efforts, if Onyx
were to submit a bid by the current bid deadline, that bid would
necessarily be significantly discounted to reflect the
uncertainty regarding the true value of the Chemical Services
Division.  Mr. Barth cites, as evidence of Onyx's consideration
interest, the commitment of resources to this due diligence.  In
addition to an extraordinary number of Onyx management and key
personnel and internal man-hours devoted to this project, Onyx
expects to incur, by the May 30 deadline, approximately
$2,000,000 in fees and expenses for its professionals.

                     What Onyx Needs to Bid

Although Onyx believes it may be in a position to submit a
substantially better bid than that represented by the Agreement,
the flawed auction process will result in Onyx to either
withdraw from the auction process or submit a greatly discounted
bid.  Accordingly, Onyx seeks a 60-day delay of the Bidding
Deadline and Sale Hearing to afford Onyx the opportunity to
adequately and fairly evaluate the Chemical Services Division
and complete their due diligence.  Onyx believes that such 60-
day delay may result in its willingness to submit a bid with a
significantly greater cash component, thereby correspondingly
increasing the benefit and return to the estates and creditors.
In the alternative, the Sale should be disapproved and the
bidding process renewed.  In addition, Onyx requests that Judge
Walsh enter an order:

          (i) directing the Debtors to identify and quantify the
Excluded Liabilities, and requiring the Debtors to value the
extensive amount of environmental, litigation-related and other
liabilities above and beyond the publicly-stated $265 million of
Assumed Liabilities,

         (ii) directing the Debtors to fully and timely cooperate
with Onyx's due diligence efforts,

        (iii) prohibiting the Debtors from entering into
additional agreements limiting the dischargeability of claims,

         (iv) maintaining the stays provided by Bankruptcy Rules
6004(g), 6006(d), and 7062, and

          (v) reserving Onyx's right to amend, modify or
supplement this Objection or to otherwise be heard in connection
with the Sale or the administration of these cases.

               The Debtors Have Frustrated Onyx's Efforts
                        To Enter A Better Bid
            To Detriment Of Debtors' Estates And Creditors

The Debtors assert that approval of the Agreement and
consummation of the Sale are in the best interests of the
Debtors, their estates and creditors.  Obviously, it would be in
the best interests of the Debtors' estates and creditors if
multiple competing bids, made after a full and fair opportunity
to value the Chemical Services Division, were considered at the
Sale Hearing.  However, the Debtors have frustrated Onyx's
ability to perform due diligence and evaluate and value the
Chemical Services Division and the Assumed Liabilities, thereby
hindering Onyx, the only competing Qualified Bidder besides
Clean Harbors, from its ability to submit a competing better bid
to ensure that the Debtors' estates and creditors receive the
most value for the Acquired Assets. By thwarting Onyx's due
diligence and valuation efforts, the Debtors are, in effect,
preventing Onyx from tendering a competitive better bid.  The
Debtors non-cooperation is dramatically reducing the
consideration that Onyx can reasonably offer to the estates and
creditors, Onyx says.

Onyx complains about other aspects of the sale process and pokes
holes in the Clean Harbors Transaction:

A. The Clean Harbors Transactions Fails to
    Take Advantage Of The Bankruptcy Discharge Provisions

Under the Agreement, Clean Harbors has agreed to assume
virtually all of the liabilities of the Chemical Services
Division.  On its face, however, the Agreement states that Clean
Harbors will be required to assume liabilities that are to be
discharged after the Sale in the Debtors' bankruptcy cases
(which are "Excluded Liabilities" under the Agreement).  But the
Agreement does not require the Debtors to seek to discharge or
otherwise deal within the bankruptcy any of the debts related to
the Chemical Services Division.  The rationale given for this
odd structure is the somewhat circular argument that Clean
Harbors has agreed to assume all liabilities associated with the
Chemical Services Division - even those that could be properly
discharged.  When Onyx repeatedly attempted to establish the
value of debts that Debtors' would seek to discharge so that
Onyx could better understand the extent of Assumed Liabilities,
Debtors' counsel would not commit to seeking discharge of any
claims related to the Chemical Services Division. When informed
of Onyx's difficulty ascribing value to the Debtors' liability
discharge under these circumstances, Debtor's counsel stated it
was appropriate to ascribe no value to the discharge.  Debtors'
counsel further stated that the discharge of any debts related
to the Chemical Services Division should be viewed as a
"windfall" for Clean Harbors.

In other words, Debtors' have taken the incredible position
that, although they are in bankruptcy, they will not commit to
taking advantage of the Bankruptcy Code's discharge provisions
and that dischargeability represents a "windfall" for Clean
Harbors rather than an opportunity to realize a greater return
for the Debtors' estates and their creditors.  The discharge,
however, is a cornerstone of chapter 11 proceedings and should
be utilized by the Debtors. In fact, the Section 1141 discharge
"forms the basis for invoking Chapter 11 in the first instance."

Without knowing which claims the Debtors will seek to have
discharged, potential bidders cannot determine the value of the
Excluded Liabilities (a necessary step in accurately valuing the
Chemical Services Division and the extent of Assumed Liabilities
in order to submit a competing bid). This is particularly
troublesome here because the Assumed Liabilities appear to
greatly exceed the publicly-stated $265 million.  Further
confusing the issue is the fact that some, but not all, of the
significant dischargeable liabilities Onyx has identified are
included in the "$265 million" Assumed Liability figure publicly
used by Clean Harbors and Safety-Kleen.  Even looking at Safety-
Kleen own numbers, then, their creditors are not receiving the
benefit of discharging items that are clearly dischargeable.
Likewise, investigation has revealed that Safety Kleen's
environmental accrual underestimates the potential liability
that any purchaser stands to assume.

Finally, in perhaps the most glaring deficiency of all. Safety-
Kleen and Clean Harbors have simply failed to identify which of
hundreds of litigation liabilities will be transferred to the
new buyer under Section 1.3 of the Agreement as part of the
Chemical Services Division asset sale, and which will be
retained as part of the surviving Safety-Kleen. Schedule 3.17 is
not definitive, appearing to omit some actions that fit the
definition of "Assumed Liabilities" in the Acquisition
Agreement, while including others that do not.  The open-ended
definition in Section 1.3 is itself grounds for objection.

Examples of Assumed Liabilities that could he discharged by the
Debtors are filed under seal as the examples contain information
obtained through Onyx's due diligence review of Safety-Kleen's
records and documents, and may be subject to a confidentiality
agreement.  These examples also include information on
liabilities that are understated, including the significant
understatement represented by the "$265 million" figure.

To the extent these liabilities can be dealt with by discharge,
this would foster a greater cash price for the Chemical Services
Division (and, importantly. without resulting in the
postpetition retention by the Debtors of any additional
liabilities) and would obviously benefit the Debtors' estates
and their creditors. Such an approach would be consistent with
Title 11 and this Court's Order. Thus, it is inconsistent with
the purpose of this Code sale (ostensibly "free and clear of
liens") that the Debtors do not seek to discharge these
liabilities. Further. it is objectionable for potential bidders
to be forced to assume dischargeable liabilities that cannot be
fully evaluated and valued in such a complex transaction within
a very limited due diligence period.  The uncertainty and
significant potential liability exposure associated with the
value of these liabilities will unnecessarily decrease the
consideration offered by any potential bidder for the Acquired
Assets to the detriment of the Debtors' estates and creditors.

B. Assumed Liabilities And Excluded Liabilities
    Have Not Been Valued and Are The Subject of
    Materially Misleading Statements

Clean Harbors and Debtors have publicly released misleading
information regarding the valuation of the Assumed Liabilities.
For example, in its press release and SEC Form 8-K filing
announcing the execution of the Agreement, Clean Harbors stated
that "[u]nder the terms of the agreement, Clean Harbors will
purchase the division from Safety-Kleen for $46.3 million in
cash and will assume certain environmental liabilities valued at
approximately $265 million."  This statement is materially
misleading and incorrect since it implies that the Assumed
Liabilities are limited to environmental liabilities; the
nominal value of even the environmental liabilities far exceeds
$265 million. Similarly, in the Sale Motion, Debtors stated that
the purchase price "is an aggregate $311,270,000 which consists
of (i) the assumption of the Assumed Liabilities . . . in the
estimated amount of $265,000,000. . . ."  The Debtors' press
release announcing that it had executed the Agreement stated
that Clean Harbors would assume "certain liabilities, including
environmental liabilities valued at approximately $265 million"
and is the only public disclosure that even hints that the scope
of liabilities being assumed is far broader than the
environmental liabilities related to the Chemical Services
Division.

Mr. Barth concedes that, if the additional liabilities referred
to in the Debtors' press release were small relative to the $265
million of liabilities that the Debtors and Clean Harbors
disclosed in their public communications, the omissions in the
Clean Harbors press release and SEC Form 8-K filing and the Sale
Motion might have been relatively harmless.  Unfortunately,
after several weeks of due diligence, Onyx determined that the
Debtors' estimate of $265 million is woefully inaccurate and
misleading because it excludes:

        (i) all litigation-related liabilities (which could total
well over $100 million), and

        (ii) many potentially significant environmental
liabilities (which could total well over $125 million in
addition to the estimated $265 million).

These later liabilities were excluded because, although
liability in some cases undoubtedly exists, the Debtors believe
that they could not accurately estimate the amount of such
liabilities.

In addition, Onyx believes that the omissions and misstatements
in the Sale Motion and Clean Harbors press release make them
fundamentally and materially misleading, and have contributed to
a flawed auction process.  Information regarding the inaccuracy
came to light during Onyx's review of confidential due diligence
materials and is set out in documents filed under seal.

This inaccurate disclosure has impeded and delayed Onyx's due
diligence and valuation efforts because Onyx could not, at the
outset, fully understand the extent and nature of the
liabilities being assumed by Clean Harbors.  As a result of this
delay, significant uncertainty regarding the value of the
Assumed Liabilities exists.  It is in the best interests of the
Debtors' estates and creditors for the Debtors to fully and
fairly disclose (including to Judge Walsh - and presumably Onyx)
which claims are included in the Sale and the Debtors' valuation
of these claims.

C.  Delayed And Limited Access To Chemical
     Services Division Sites For Due Diligence

Although the Agreement and Bidding Order provide that the
Debtors will afford each Qualified Bidder due diligence access
to the Acquired Assets and the Chemical Services Division. the
Debtors unnecessarily delayed and then allowed Onyx only limited
access to the Chemical Services Division sites being purchased
to conduct due diligence. Because of the very short time period
that Onyx was allotted to conduct its due diligence, it was
necessary to schedule as many site visits as soon as possible
after Onyx was designated a Qualified Bidder. Onyx's proposed
schedule included approximately 25 site visits during the week
of April 15, 2002, including the 23 sites it had designated as
high-priority sites. Early access to these sites was a key part
of Onyx's due diligence efforts because the analysis of the
information gathered at the sites (including documents that Onyx
was not given in advance because they were supposedly only
available at the sites) requires several weeks of review by
multiple senior-level technical staff.

Unfortunately, the Debtors refused to allow Onyx personnel to
visit any sites unless they were accompanied by three Debtor
representatives (one from the site, another from the Debtors'
corporate or regional office, and an outside consultant).
Although it is common for management personnel to accompany
personnel visiting the sites, it is rare to prohibit site visits
without management personnel; needless to say, coordinating the
schedules of three Debtors' representatives for each site
significantly delayed Onyx's opportunity to conduct its site
visits.  In addition, Debtors required that Onyx schedule all
visits through Lazard Freres, which, in turn, contacted Debtors'
corporate headquarters, which, in turn, contacted the regional
offices, which, in turn, contacted the site manager and an
outside consultant.  These circular requirements unnecessarily
added layers of "red tape" to the due diligence process and
seriously hampered Onyx's efforts. Considering Onyx's time
constraints, these procedures were particularly onerous and
resulted in Onyx visiting (i) only two sites during tile week of
April 15, 2002, (ii) 21 sites during the week of April 22,
2002, (iii) 23 sites during the week of April 29.  2002, and
(iv) the final 13 sites during the week of May 6, 2002.

Generally, each of these site visits were delayed about one
week, resulting in an extraordinary delay of geometric
proportions.

Moreover, only after Onyx personnel had visited approximately
ten facilities, were they informed for the first time that there
were additional, separate physical locations associated with the
facilities. Onyx personnel had to schedule further visits to
these facilities because their existence was not disclosed in
advance.  These additional visits are further delaying Onyx's
due diligence efforts.

D.  Agreements Not To Discharge Certain Debts

In addition, the Debtors have entered into certain consent
agreements with the Environmental Protection Agency and certain
States providing, among other things, that the Debtors will not
seek to discharge certain environmental claims.  Onyx believes
that the Debtors are contemplating entering into at least one or
more such agreements.  These agreements provide for the
nondischargeability of claims which might otherwise be Excluded
Liabilities. As a result, these agreements unnecessarily and
improperly decrease the value of the Chemical Services Division
and the amount that potential bidders may bid for the Acquired
Assets. Accordingly. it would be in the best interests of the
Debtors' estates and creditors to prohibit the Debtors from
entering into any additional consent agreements with other
states or agencies providing for such relief during the  Sale
process.

E.  Cure Amounts Not Provided

The Debtors failed to provide Cure Amounts for the vast majority
of the Chemical Services Division' contracts.  Under the terms
of the Bidding Order, any Onyx bid must require Onyx to pay 50%
of the first $2 million of Cure Amounts, 75% of Cure Amounts
from $2 million to $4 million, and all of Cure Amounts above $4
million.  Without Cure Amounts for all of the Chemical Services
Division' contracts, Onyx cannot estimate the effect that such
costs would have on the value of its bid.

F.  Real Estate Information Not Provided

Despite several requests, the Debtors failed to provide the
documents necessary for Onyx to perform its due diligence with
respect to the real estate interests of the Chemical Services
Division, including ownership or lease documents with respect to
the wastewater treatment facilities in San Jose and Los Angeles,
and countless lease agreements and amendments. In addition, all
surveys must be routed in a bureaucratic maze through the
Debtors' personnel before Onyx can even see them, further
delaying the due diligence process.

G.  Access To Financial Information Has Been
     Delayed And the Financial Information Is "Unreliable"

Onyx engaged Ernst & Young to help it analyze the Chemical
Services Division' financial information, including the Debtors'
accountants' work papers related to the preparation of the
financial statements of the Chemical Services Division.  Clean
Harbors also hired Ernst & Young to perform similar analysis.
As is typical in such situations, Ernst & Young established an
"Ethical Wall" to ensure that its Onyx personnel did not share
confidential information with its Clean Harbors personnel, and
vice versa.  Prior to traveling to the Debtors' headquarters to
do due diligence, Onyx and the Ernst & Young team engaged by
Onyx was required by Safety-Kleen to sign additional
"disclosure" paperwork that Safety-Kleen prepared (and supplied)
disclosing information about Ernst & Young's Ethical Wall.  When
Onyx's Ernst & Young team arrived, they were told -- for the
first time -- that Clean Harbor's Ernst & Young team must also
sign a similar statement regarding Ernest & Young's Ethical
Wall.  Even though Safety-Kleen had required this additional
unnecessary paperwork and had it signed by Ernest & Young and
Onyx in advance of Ernst & Young's visit to Safety-Kleen's
headquarters, once on site, an additional delay resulted from
Larry Singleton's (Debtor's Chief Financial Officer) refusal to
sign (or authorize the s8ignature on behalf of Safety-Kleen) of
his own Ethical Wall paperwork until one week after it was
signed by Onyx, even though it was prepared by Safety-Kleen.  As
a result of this unusual requirement, several Onyx personnel
lost at least one day of valuable due diligence time.

Further, when seeking financial information, Onyx's due
diligence team were often shuffled form person to person before
finding the correct person.  Ultimately, all or most financial
information ultimately disclosed has been accompanied by a
disclaimer that it is likely inaccurate and, in any case, should
not be relied on by Onyx.

The Debtors' failure to provide accurate and complete financial
information to Onyx prevents Onyx from even approximating the
value of the Business and the total Cash Purchase Price that it
might otherwise be willing to pay.  Finally, the Agreement
provides that he Cash Purchase Price includes an amount of cash
to be paid at closing, as adjusted based upon the working
capital of the Chemical Services division as of the Closing
Date.  Unfortunately, despite repeated efforts by Onyx, the
Debtors have not provided Onyx with the detailed financial
information necessary to even roughly estimate the current
working capital of the Chemical Services Division.  In order to
account for this uncertainty, and the overall unreliability of
the Debtors' working capital accounting systems and statements,
Onyx will be forced to significantly reduce the amount of cash
that it will pay for the Chemical Services Division.

H.  The Debtors Ignore Their Own Deadlines

The Debtors have also ignored several deadlines with respect to
requiring the completion of several important schedules and
ancillary agreements to the Agreement.  These documents include
completion of several of the Schedules, including the
Transferred Real Property Schedule originally due April 8, 2002.
To this date, these Schedules remain incomplete.  The Transition
Services Agreement, Sales Agency Agreement, and Escrow Agreement
originally due April 13, 2002, are now "scheduled" to be
completed by May 24, 2002  (Onyx has been told of this new
deadline orally, but has not received the long-promised second
amendment to the Agreement setting the new "deadline".) If the
completion is delayed even a single business day, they will have
to be finalized on May 28, 2002 (two days before Onyx's bid must
be received, and a single day before, practically speaking, the
bid must be sent) because Monday, May 27,2002 is a holiday.
Even though Onyx's lawyers and personnel will work through the
holiday, in light of the poor responsiveness of Debtors to date,
it is unlikely Onyx  will receive any cooperation during the
Memorial Day holiday.

Failure to maintain these deadlines and complete the required
documents on time has further frustrated Onyx's due diligence
and ability to evaluate the Chemical Services Division.  In
addition, the Debtors have told Onyx that they are drafting a
Second Amendment to the Agreement and Onyx does not know when it
will receive this Amendment or, obviously, what it will contain.
If this Amendment changes the nature or extent of Onyx's
valuation and assumptions with respect to the terms of the Sale
of the Chemical Services Division, Onyx will be further
disadvantaged in its efforts to submit a better bid than Clean
Harbors. These circumstances have further contributed to an
unlevel playing field as between Onyx and Clean Harbors.

I.  Refusing To Provide Any Customer Information

Customer information is critical to a Qualified Bidders'
analysis of the Chemical Services Division.  Yet, in this
process the Debtors have refused to provide any customer
information notwithstanding the confidentiality agreement into
which Onyx entered. This is highly unusual in all auction sale
process, particularly one in which the Debtors should be trying
to maximize the value of the Chemical Services Division.
Failure to provide any customer information (even after
cleansing it of particularly sensitive information) necessarily
requires Onyx (and presumably Clean Harbors) to significantly
discount its bid.

J.  Games and Delays in Reviewing Litigation Files

Onyx also met with delays in trying to review Debtors' files
regarding the 200 or so cases of pending litigation involving
the Chemical Services Division and apparently being assumed by
Clean Harbors pursuant to the Agreement.  On one such occasion,
Onyx flew six lawyers to South Carolina for a week-long due
diligence trip to review litigation files in Debtors' offices as
was previously arranged.  After two days, suddenly and
inexplicably. the Debtors' lawyers left to attend to an
"emergency matter" regarding Clean Harbors.  The Debtors
attempted a feeble excuse of a "miscommunication" based upon a
supposed misunderstanding of the nature of due diligence that
Onyx's attorneys intended to conduct that week; Debtors stated
that they believed that Onyx's attorneys had traveled to South
Carolina to review one of the Debtors' "data rooms".
Remarkably, the Debtors cited this as the cause of the
interruption even though (a) Onyx's attorneys had been reviewing
litigation files that were not in the data room for over two
days when the interruption occurred and (b) Debtors knew that
Onyx had all of the documents in both data rooms copied (at a
cost to Onyx of over $25,000) and circulated to its personnel to
avoid the need to have a large due diligence team travel to
South Carolina.

Despite having entered into a joint defense agreement and a
confidentiality agreement with Onyx, Debtors also determined
that its litigation files needed to be "cleansed" before being
given to Onyx for review. The "cleansing" caused unnecessary
delay and had resulted in Onyx being unable to fully access the
significant extent of liability exposure in the cases.  Again,
Onyx cannot adequately evaluate the extent of liability
associated with the Assumed Liabilities and will be forced to
significantly discount any bid it may submit.

In addition, Debtors required that an in-house lawyer (who was
not always available when needed) be on the phone when an Onyx
lawyer called local counsel regarding the status of pending
litigation, thereby further delaying the due diligence process
and likely limiting full disclosure of the liability exposure
associated with the Assumed Liabilities.

K.  Failure to Include Onyx In the Permitting Process

The Debtors have already taken several steps to transfer
environmental and regulatory permits of the Chemical Services
Division' operating facilities to Clean Harbors.  Onyx believes
that all (or substantially all) of these efforts have occurred
after Onyx was designated a Qualified Bidder, but Onyx was not
invited to join this process until well after it had begun.
Since the lead time to obtain these permit transfers can be
lengthy, if Onyx is not allowed to be actively involved in the
permit transfer process now, any bid that Onyx may submit may be
unfairly disadvantaged compared to Clean Harbors because it will
take longer to transfer these required   permits to Onyx.

This circumstance has created an unlevel playing field between
Onyx and Clean Harbors.  Clearly, it is imperative to an orderly
and efficient transition for all Qualified Bidders, not simply
Clean Harbors, to be involved with the permitting agencies.

L.  Refusal to Allow Onyx to Retain Certain Consultants

Early in its due diligence process Onyx informed Debtors of
their intention to hire several consultants that had previous
relationships with the Debtors (including some that were former
employees of the Debtors). Onyx assured the Debtors that steps
would be taken to ensure that no confidential information would
be revealed by these consultants and offered to take the steps
Debtors thought necessary to ensure that the confidentiality of
sensitive information was respected.  The Debtors flatly and
broadly rejected Onyx's proposal, noting that it did not allow
Clean Harbors to engage similarly situated consultants.

This rationale misses the larger point that this inflexible
approach - as applied to any prospective purchaser - is hardly
designed to maximize the purchase price that bidders will be
willing to pay for the Chemical Services Division.

                    The Pattern of Obstruction

While many of the above acts and omissions are not material
individually, the combination of these acts and omissions has
exhibited a pattern of Debtors' efforts to frustrate Onyx' due
diligence efforts and to favor Clean Harbors over Onyx.
Collectively, the Debtors' acts and omissions are causing Onyx's
efforts to submit a better bid for the Chemical Services
Division to die a death by a thousand cuts. In sum, given the
above acts and omissions by the Debtors, it would be in the
best interests of the Debtors' creditors and estates to postpone
the Sale and Sale Hearing and provide for the Debtors to
cooperate with Onyx' due diligence. so that Onyx may determine
whether to submit a competing bid, particularly in light of the
Debtors' actions which have frustrated the Sale process.

                 The Debtors and Clean Harbors Have Made
                    Insufficient Disclosure Regarding
                            Terms of Agreement
                and Debtors' Fiduciary Duties Are In Doubt

The Debtors are required to disclose such vital information as
necessary to ensure that bidding is competitive. In fact, the
failure to disclose information to a bidder diminishes the
fairness of the sale.  One court concluded that "such
nondisclosure causes the court to conclude that the ESOP offer
is based upon an unfair advantage of other bidders."

Moreover, the failure to disclose and the concomitant negative
effect on value seriously call into question the Debtors'
exercise of their statutory duties.  "It is beyond dispute that
a Chapter 11 DIP owes a fiduciary duty to all of the creditors
and other interest holders of its bankruptcy estate to maximize
the value of the  bankruptcy estate." By failing to ensure that
competitive bidding occurs. the Debtors breach  their fiduciary
duty to creditors by failing to maximize the estates' assets.

The Debtors and Clean Harbors have not disclosed many aspects of
the Agreement, which could also negatively impact the Debtors'
estates and creditors.  Among other things, these aspects are:

        (a) Excluded Liabilities have not been identified,

        (b) Assumed Liabilities far exceed the $265 million
publicly stated by Clean Harbors and Debtors,

        (c) the Debtors have not committed to discharge any
dischargeable Assumed Liabilities,

        (d) no customer information has been provided,

        (e) important Agreement Schedules have not been
delivered,

        (f) critical agreements have not been provided and will
not be until May 24, only six days before a bid is due,

        (g) working capital adjustments are virtually impossible
to calculate, and

        (h) reliable and detailed financial information on the
Chemical Services Division has not been provided.

Without more information regarding the value of the liabilities
that Clean Harbors is assuming, it is impossible for creditors
to determine whether the Debtors are receiving fair
consideration for the Acquired Assets.

Mr. Barth describes the Debtors' failure to identify Excluded
Liabilities and to quantify Assumed Liabilities in excess of the
stated $265 million as "the most egregious examples of non-
disclosure". Incredibly, the Debtors have not identified which
liabilities they will seek to have discharged and thus may be
Excluded Liabilities. Without knowing which claims the Debtors
will seek to have discharged or otherwise dealt with in the
bankruptcy, potential bidders cannot determine the amount of the
Assumed Liabilities to accurately evaluate the Chemical Services
Division and submit competing bids. Moreover, creditors cannot
evaluate competing bids to determine which bid offers the most
value without an accurate quantification of the liabilities to
be assumed and an understanding of which liabilities the Debtors
will seek to have discharged in their cases.

         Timing of Clean Harbors' Financing Disclosure Bad

Finally, in addition to the lack of disclosure of these items,
Onyx and any other Qualified Bidder have been placed at a
serious disadvantage because Clean Harbors does not have to
disclose whether it obtained financing and the requisite
financial assurances until simultaneous with the bid deadline
for Onyx to submit a bid.  That timing places Onyx at a serious
disadvantage, creates an unlevel playing field, and results in a
further discount of any bid  that Onyx might desire to submit.

                  Judge Walsh Can't Approve the Sale
                 Because It Does What Only A Plan Can

Through the Agreement the Debtors propose to restructure certain
of their general unsecured claims.  However, such a
restructuring should be accomplished in the context of a plan of
reorganization.  Judge Walsh may not authorize the Debtors'
proposed sale as its result contemplates restructuring the
debtor-creditor relationship and exceeds the scope of Code
section 363.  The Debtors should not be able to short circuit
the requirements of Chapter 11 for confirmation of a
reorganization plan by establishing the terms of the plan sub
rosa in connection with a sale of assets.   Moreover, the
Debtors cannot use section 363(b) to sidestep the protection
creditors have when it comes time to confirm a plan of
reorganization.  Likewise, if a debtor were allowed to
reorganize the estate in some fundamental fashion pursuant to
Sec. 363(b), creditor's rights under, for example, 11 U.S.C.
sections 1125, 1126, 1129(a)(7), and 1129(b)(2) might become
meaningless.

                Onyx Thinks Clean Harbor Can't Hack It

In short, undertaking reorganization piecemeal pursuant to
section 363(b) should not deny creditors the protection they
would receive if the proposals were first raised in the
reorganization plan.  Since the proposed Sale is nothing more
than a thinly veiled plan, Clean Harbors and the Debtors must
demonstrate the ability of Clean Harbors to consummate the Sale
and provide adequate assurance of future performance respecting
the Assumed Liabilities.  The Assumed Liabilities greatly exceed
the stated $265 million. It is unlikely that Clean Harbors has
or can even evidence the financial wherewithal to provide
adequate assurance of future performance including to consummate
the Sale.

Without having an accurate estimate of the Assumed Liabilities,
it is extraordinarily difficult, if not impossible, to determine
whether Clean Harbors can fulfill its obligations under the
proposed Sale. Another crucial issue is whether Clean Harbors
can obtain the requisite financial assurances respecting certain
of the Assumed Liabilities. As such, fundamental questions
remain as to Clean Harbor's ability to fulfill its obligations
under the Sale.

                   Onyx Can Deliver a Superior Bid

Given the additional information requested regarding the Assumed
Liabilities and opportunity to fully complete its due diligence
investigation of the Chemical Services Division, Onyx might be
in a position to tender a bid that would be substantially better
than Clear Harbors' bid and in the best interests of the
Debtors' estates and creditors.  Clean Harbors proposes to
assume otherwise dischargeable liabilities, the assumption of
which forces the Debtors to accept less cash consideration for
the Acquired Assets.  Similarly, the failure to quantify the
vast extent of the environmental, litigation-related and other
liabilities in excess of the stated $265 million amount requires
a bidder to substantially discount its bid for the Chemical
Services Division. Moreover, Clean Harbors may receive a
windfall to the detriment of the Debtors' estates and creditors
if the Debtors later decide to discharge the Assumed
Liabilities.  Such a result clearly subverts the Bankruptcy
Code's statutory priorities.

However, Onyx would propose a mechanism to have many of these
liabilities discharged, which is appropriate under these
circumstances. As a result, Onyx might be poised to offer
substantial additional cash to the estates and creditors,
including potentially the unsecured creditors, by its deal.

Mr. Barth assures Judge Walsh that he has the authority to
disapprove a proposed sale recommended by a trustee or debtor-
in-possession if the Court has an awareness there is another
proposal in hand which, from the estate's point of view, is
better or more acceptable. If Onyx could obtain the needed
information and complete its due diligence, it might be in a
position to submit a proposal to deal with certain liabilities
at least as effectively as the Clean Harbors approach; yet
provide significantly greater recovery for the creditors and
estates.

          Stay Period Of Sale Consummation Should Not Be
                      Shortened Or Eliminated

The Federal Rules of Bankruptcy Procedure stay consummation of
the transactions contemplated by the sale for a specified
period.  The proposed order to the Sale Motion provides, among
other things, that "notwithstanding Bankruptcy Rules 6004(g),
6006(d), and 7062, the proposed order shall be effective
immediately upon entry."  The Debtors thereby seek to frustrate
the ability of any party that intends to appeal an order
approving the Sale by consummating the Sale immediately and
making moot any appeal.

The 10-day stay period in Bankruptcy Rules 6004(g) and 6006(d)
relates directly to the 10-day period within which a notice of
appeal must be filed.  The protections of these Bankruptcy Rules
ensure that a party in interest has a brief time frame within
which to seek to appeal an order approving the Sale and that
during such time and any appeal, the status quo will be
maintained. If the Debtors are allowed to consummate the
transactions contemplated by the Sale prior to the expiration of
the ten-day period, it is likely that any appeal or challenge to
the Sale will be rendered moot. In light of the contentious
nature of the issues surrounding the Sale and the Agreement, it
is prudent not to shorten or eliminate the protection periods
provided by the Bankruptcy Rules. (Safety-Kleen Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SEITEL: Senior Noteholders Agree to Extend Waiver Until May 31
--------------------------------------------------------------
Seitel, Inc. (NYSE: SEI; Toronto: OSL) said that the Company's
Senior Note Holders have agreed to extend, through May 31, 2002,
their waiver of an event of default resulting from covenant non-
compliance under the Senior Note Agreements.  The one-week
period is designed to enable the Company and its Senior Note
Holders to negotiate a mutually acceptable forbearance
agreement, while they actively continue their discussions to
amend the Senior Note Agreements aimed at ensuring future
compliance.

As previously reported, the Company is not in compliance with
the following covenants under its Senior Note Agreements: For
the 1995, 1999 and 2001 series, the interest coverage ratio, and
for the 1999 series, the maximum restricted investments and
restricted payments thresholds.  While the Company is hopeful of
reaching an agreement to amend its Senior Note Agreements, there
can be no assurance that this will occur on terms acceptable to
the Company, or at all.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, selling data from its library
and creating new seismic surveys under multi-client projects.
It also selectively participates in oil and natural gas
exploration and development programs.


STANDARD STEEL: Liability to Teledyne Over Disputed Steel Nixed
---------------------------------------------------------------
Teledyne Technologies Incorporated (NYSE:TDY) has reached a
monetary settlement with two of the three companies that
manufactured and processed allegedly defective steel,
subsequently made into aircraft engine crankshafts. Teledyne
Technologies failed to win a jury verdict against the third
company involved in making the steel. While the settlement
amount has not been disclosed, it will offset some of the costs
associated with Teledyne's claims.

A Philadelphia jury decided that Freedom Forge Corporation,
d/b/a Standard Steel, was not liable to Teledyne Technologies
Incorporated and its subsidiary Teledyne Continental Motors,
Inc. over the disputed steel. Standard Steel recently declared
bankruptcy.

Teledyne had claimed in the suit that Standard Steel was liable
to Teledyne for damages arising from an aircraft engine
crankshaft inspection and recall program begun by Teledyne in
April of 2000. Teledyne tested approximately 2,700 aircraft
engines and recalled almost 900 to replace the crankshafts.

Teledyne Technologies is a leading provider of sophisticated
electronic components, instruments and communication products,
systems engineering solutions, aerospace engines and components
and on-site gas and power generation systems. Teledyne
Technologies has operations in the United States, the United
Kingdom and Mexico. For more information, visit Teledyne
Technologies' Web site at http://www.teledyne.com


STARBASE CORP: Enters Pacts to Complete $12MM Equity Financing
--------------------------------------------------------------
Starbase Corporation (Nasdaq: SBAS), Starbase Corporation is a
leading provider of enterprise application management solutions
designed to speed the software development lifecycle, provided
an update regarding the Company's turnaround efforts.

The Company announced it has entered into agreements to complete
an equity financing for approximately $12 million through the
sale of convertible preferred stock to institutional investors
in a private placement.  In addition, the Company has also
announced plans to effect a 1:10 reverse split of its common
stock.  Both transactions have been unanimously approved by the
Starbase Board of Directors.  Shareholder approval is necessary
for both transactions and a meeting is expected to take place in
mid-July 2002.  Upon completion of the reverse split, the
preferred stock will automatically convert into common stock.
The proceeds of the financing will be used for working capital
and to support sales of the company's products to its customers.

Jim Harrer, president and chief executive officer of Starbase
commented, "Both of these actions, the financing and the reverse
split, are important steps in Starbase's ongoing turnaround.
The private placement will further strengthen Starbase's balance
sheet and provide us with an extremely solid financial position
as we work toward profitability.  Equally important, the
credibility of these notable institutional investors is a real
testament to investor confidence in our business plan moving
forward.  Today's actions send a clear message to our customers,
prospects and competitors that we have the financial strength to
see us to profitability and beyond."

In connection with the financing, the Company will issue
preferred stock, which is convertible into a range between 4.8
and 6.0 million shares (post reverse split) of the Company's
common stock at a price between $2.00 and $2.50 (post reverse
split).  In addition, investors will receive 5-year warrants to
purchase approximately 2.4 million shares of the Company's
common stock at an exercise price of $2.50 (post reverse split).
Starbase has agreed to register for resale the shares of common
stock issuable upon the conversion of the preferred stock and
the exercise of the warrants.  The Company has agreed to
promptly file a proxy statement with the Securities and Exchange
Commission detailing all of the terms regarding the proposed
financing and seeking approval for both transactions.  The
financing is contingent on the consummation of the reverse
split.

The lead investor for the proposed equity investment is Special
Situation Funds, a widely regarded leader in discovering and
investing in undervalued and underfollowed public companies with
solid growth prospects.  Special Situations Funds is a new
investor to Starbase.

The reverse split, once approved, will automatically convert
each ten shares of the Company's outstanding common stock into
one share.  In addition, the number of shares of common stock
subject to warrants, options and conversion rights will be
reduced by a factor of ten.  The applicable exercise and
conversion price will increase by a factor of ten.

A resale registration statement relating to any future resales
of the shares of the Company's common stock to be issued in the
financing will be filed with the Securities and Exchange
Commission.  These shares may not be sold nor may offers to buy
be accepted prior to the time that the registration statement
becomes effective.

Recent highlights surrounding Starbase's reorganization and
ongoing turnaround that began in January 2002 under the
Company's new management and Jim Harrer's leadership include:

      -- The Board appointed Jim Harrer as Starbase's new Chief
Executive Officer to lead Starbase through its reorganization.
Shortly following his appointment, Harrer expanded and deepened
Starbase's senior executive team with the addition of an
executive vice president of engineering; an executive vice
president of marketing and an executive vice president of
worldwide customer support;

      -- The election of John Snedegar, president and Chief
Executive Officer of Micro General and member of the Starbase
Board of Directors, as Chairman of the Company's Board;

      -- The implementation of a corporate wide restructuring and
cost reduction initiative to improve operating efficiency and
streamline reporting structures, accelerating the timeframe to
profitability and positive cash flow;

      -- The reduction of approximately $2.5 million in payables
via a program designed to reduce certain liabilities by offering
selected vendors Starbase common stock in lieu of cash payments;

      -- The successful negotiation for an early termination of a
long-term lease, contributing to an overall savings of
approximately $9.8 million over the remaining term of the lease.

Starbase Corporation provides enterprise management solutions
that address the full software development lifecycle.  The
company leverages its enterprise software solutions and key
partnerships with established industry leaders to deliver an
end-to-end management solution.  The combined approach of
leading technology, best-fit solutions and professional
implementation services enables Starbase customers to speed the
application development process, resulting in improved bottom-
line performance.

More than 4,000 customers, including AIG, CAE and Hutchison 3G
and have embraced the Starbase solutions and services
methodology to meet their business objectives.  For more
information about Starbase and its 11 year history, please visit
the company's Web site at http://www.starbase.com


TELEGLOBE: Court to Grant Injunction for Canadian Units Today
-------------------------------------------------------------
Teleglobe Inc. announced that the United States Bankruptcy Court
for the District of Delaware indicated that it intends to grant
a preliminary injunction requested by the Company for its
Canadian entities. The injunction is expected to be granted
after the close of business on Tuesday, May 28, 2002. However,
the Court also indicated that it did not have jurisdiction to
grant a preliminary injunction for the Company's U.S.
subsidiaries. The Company expects that the existing temporary
restraining order for the Company's U.S. subsidiaries will
remain in effect only through the close of business on Tuesday,
May 28, 2002. As a consequence, Teleglobe will continue to
examine alternatives to facilitate the implementation of its
reorganization strategy and to protect the interests of its
stakeholders, including the possibility of filing for protection
under Chapter 11 of the U.S. Bankruptcy Code.

Teleglobe is continuing to implement its reorganization strategy
announced on May 15, 2002. This strategy includes a renewed
focus on the Company's core voice and related data business, as
it exits the hosting business and portions of its data
businesses. The Order previously granted to Teleglobe under the
Companies' Creditors Arrangement Act in Canada remains in
full effect.


TRAILER BRIDGE: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
Trailer Bridge, Inc. (NASDAQ National Market: TRBR) received a
Nasdaq Staff Determination on May 16, 2002 indicating that the
Company fails to comply with the requirements for continued
listing and that its securities are subject to delisting from
The Nasdaq National Market.

Specifically, the Company failed to comply through May 15, 2002
with the $4 million net tangible assets requirement under
maintenance standard 1 and the $15 million market value of
publicly held shares and the $3 bid price requirements under
maintenance standard 2 (Nasdaq Marketplace Rules 4450(a)(3),
4450(b)(3) and 4450(b)(4)).

Trailer Bridge has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination. The
hearing date will be determined by Nasdaq, but the Company
anticipates a hearing in approximately 45 days. Trailer Bridge's
common stock will continue to be traded on The Nasdaq National
Market pending the outcome of the hearing. For continued
listing, companies need to be in compliance with all seven
requirements under either maintenance standards 1 or 2 or
demonstrate the specific actions they intend to take to be in
full compliance with all of the requirements of at least one
standard. Trailer Bridge intends to explore all actions that may
assist with certain requirements, particularly relating to net
tangible assets, prior to its hearing.

If Trailer Bridge's appeal is denied, its common stock will be
delisted from The Nasdaq National Market. In that event, the
company may choose to apply for listing on the Nasdaq SmallCap
Market or have its common stock traded on the OTC Bulletin
Board's electronic quotation system or another quotation system
or exchange on which the Company's shares would qualify. There
can be no assurance that the Company's request for continued
listing on The Nasdaq National Market will be granted or that it
will be successful in transferring to the NASDAQ SmallCap
Market. However, in all of those cases, the Company's
stockholders would still be able to obtain current quotation
information, including the last trade, bid and ask quotations
and share volume.

Trailer Bridge provides integrated trucking and marine freight
service to and from all points in the lower 48 states and Puerto
Rico, bringing efficiency, environmental and safety benefits to
domestic cargo in that traffic lane. This total transportation
system utilizes its own trucks, drivers, trailers, containers
and U.S. flag vessels to link the mainland with Puerto Rico via
marine facilities in Jacksonville and San Juan. Additional
information on Trailer Bridge is available at the
http://www.trailerbridge.comWeb site.


TRANS-INDUSTRIES: Requests Hearing with Nasdaq Listing Panel
------------------------------------------------------------
Trans-Industries, Inc., (Nasdaq: TRNI), received a Nasdaq Staff
Determination letter on May 16, 2002, notifying the Company that
the market value of its common shares held by public
shareholders was less than the minimum market value requirement
as set forth in Marketplace Rule 4450 (a) (2) and that its
securities are subject to delisting from the Nasdaq National
Market.  The Company has requested a hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
There can be no assurance that the Panel will grant the
Company's request for continued listing.  To continue an active
public market for its stock, in the event the Panel does not
grant the Company's request for continued listing on the Nasdaq
National Market, the Company anticipates that its securities
will be listed on the Nasdaq SmallCap Market.

The Company is a leading provider of lighting systems and
related components to the mass transit market as well as a
supplier of information hardware and software solutions on
Intelligent Transportation Systems and mass transit projects.
ITS utilizes integrated networks of electronic sensors, signs
and software to monitor road conditions, communicate information
to drivers and help transportation authorities better manage
traffic flow across their existing infrastructures.

Visit http://www.transindustries.comfor more information about
Trans-Industries.


UNITED SHIELDS: PMT Unit's Eventual Bankruptcy Filing Likely
------------------------------------------------------------
United Shields Corporation is a Cleveland, Tennessee-based
holding company that owns The HeaterMeals Company, which
manufactures and markets patented, portable electrochemical
heaters and a line of shelf-stable meals that incorporate such
heaters. The Company also owns Pittsfield Mold and Tool, Inc.
(PMT) and has a 25% equity ownership interest in RP Industries,
Inc., both of which are engaged in the production of molded
plastic components and finished products of original equipment
manufacturers. Effective February 28, 2002, the Company ceased
all production at PMT and began an orderly liquidation of the
assets of that subsidiary.

Following is a discussion of the results of operations of United
Shields Corporation for the quarter ended March 29, 2002,
compared to the quarter ended March 30, 2001, and changes in
financial condition for the first three months of 2002. The
operations of RPI and PMT are treated as discontinued operations
for both periods and, therefore, the following analysis pertains
to HMC and corporate operations only.

Net sales for the quarter ended March 29, 2002 decreased
$130,488 or 6.6%, from the same period in the prior year.. The
decrease in HMC's sales resulted from a 35% decrease in unit
sales of shelf-stable meals during the quarter ended March 29,
2002, compared to the prior year, which was somewhat offset by a
16% increase in sales of flameless ration heaters.

Cost of sales for the quarter ended March 29, 2002 decreased
$234,471, or 13.9%, compared to the same quarter in 2001. The
decrease of 13.9% compared to a sales decrease of 6.6%. This
positive result is reflective of the non-recurrence in 2002 of
costs associated with a special packaging project in the first
quarter of 2001 that adversely affected flameless ration heater
cost of sales.

Gross profit increased $103,983, or 36.7%, in the quarter ended
March 29, 2002 compared to the same quarter in 2001. The gross
margin percentage was 21.0% in the quarter ended March 29, 2002
compared to 12.1% in the same quarter in 2001. The primary
reason for this margin percentage increase was, as noted above,
the elimination of costs associated with a 2001 special
packaging project for the flameless ration heater business.

Operating expenses increased $87,465, or 24.9%, in the quarter
ended March 29, 2002 compared to the same period in 2001. Both
HMC and the corporate office experienced increases. HMC incurred
increases in salaries, marketing and professional fees. The
corporate office incurred an increase in legal and insurance
expenses as a result of the Company's ongoing operational
challenges.

Interest expense, net decreased $20,589, or 16.3%, in the
quarter ended March 29, 2002, compared to the same quarter in
the prior year. Lower interest rates on all variable rate loans
in the current quarter compared to the prior year lowered
borrowing costs for both HMC and the corporate office.

No income tax benefits attributable to the losses from
continuing operations were recorded in the quarters ended March
29, 2002 and March 30, 2001, as a result of the uncertainty
associated with the realization of these tax deferred assets.

                    Capital Restructuring Required

The Company is in violation of certain debt coverage covenant
requirements included in several non-related party loan
agreements. In addition, the Company is delinquent in the
payment of principal and interest on loans payable to both
related and non-related parties. As a result, these related and
non-related party loans are in default. In addition, four
secured non-related party lenders who are owed a total of
$4,471,497 by PMT at March 29, 2002 accelerated their loans
subsequent to year-end and foreclosed on the collateral securing
their loans in March 2002. The Company recorded a loss of
$2,008,380 in the current period as a result of the forced
liquidation of this collateral by foreclosure. While this
orderly liquidation of PMT has taken place outside of
bankruptcy, an eventual PMT bankruptcy filing is still a
possibility.

In addition, the Company has guaranteed the debt of two of PMT's
secured lenders. Notes owed to these lenders at March 29, 2002
totaled $4,294,402. Management estimates that a deficiency of
approximately $1,600,000 resulted from the forced liquidation of
the collateral securing this debt. However, the lenders have
expressed a willingness to negotiate with the Company as to the
amount and terms of repayment of this deficiency. Management
believes a settlement in the range of $600,000 to $1,000,000
will be negotiated. Payment of the negotiated settlements are
projected to come from operating revenues of HMC, assuming the
total debt/equity structure of the Company can be restructured
in a way that enables HMC operations to successfully handle the
restructured debt requirements If this restructuring is not
successful, the Company will most likely sell HeaterMeals to
liquidate debt. It is not known at this time whether the
proceeds of such a sale would be enough to liquidate all the
remaining debt of the Company.

The Company still guarantees approximately $2.4 million of the
debt of RPI. If the lender forecloses on the loan before it is
refinanced, the sale of RPI will most likely be reversed and the
Company will be responsible for any deficiency between the note
and collateral proceeds. Management estimates that the
deficiency, if any, will not exceed $300,000. These factors
raise substantial doubt about the Company's ability to continue
as a going concern.

While management is attempting to restructure the Company and
avoid bankruptcy, there can be no assurance that revised or
additional credit facilities can be arranged or that any long-
term financial restructuring alternatives can be successfully
initiated or implemented in the near term. If a restructuring is
not successful, the Company will most likely have to file for
bankruptcy and/or sell The Heatermeals Company to satisfy its
creditors. It is unknown at this time whether the proceeds of
such a sale would satisfy all of the creditor claims. No return
of capital to shareholders would be available until all creditor
claims are liquidated.  The Company has retained financial,
legal and merger/acquisition advisors who are advising the
Company as to the alternatives that are available in these
circumstances.


VECTOUR INC: Seeks to Stretch Exclusivity Until August 29, 2002
---------------------------------------------------------------
VecTour Inc. and its affiliated debtors wish to extend the time
period in which they have the exclusive right to file a chapter
11 plan and solicit acceptances of that plan.  The Debtors tell
the U.S. Bankruptcy Court for the District of Delaware that they
should be able to arrive at a viable chapter 11 plan by August
29, 2002 and solicit creditors' acceptances of that plan through
December 31, 2002.

The Debtors relate to the Court that their businesses were
greatly affected by the terrorist attacks of September 11,
2001. According to the Debtors, their "tour business evaporated,
shuttle service for airlines and cruise lines was vastly
curtailed, and receivables were not paid or were significantly
delayed."

To illustrate their point, the Debtors remind that Court that
they have filed nine motions pertaining to the sale of the
Debtors' separate operating business units, and were approved by
this Court. Currently, the Debtors have closed or are in the
process of closing on the Sales, which will result in the sale
of all or substantially all of the assets of the operating
Debtor entities. In the upcoming months, the Debtors see
themselves liquidating their remaining assets and shutting down
their operations.

The Debtors believe that they are now in a position to start
developing a plan. To be successful in doing so, the Debtors
need to undertake an analysis of the claims submitted by the May
3, 2002 claims bar date and implementing procedures to resolve
pre-petition personal injury tort claims against them. The
Debtors also need to negotiate plan terms with the Bank Group
and the Unsecured Creditors' Committee. The Debtors believe that
the requested extension will afford them the time to negotiate,
draft and file a plan by the end of August, 2002.

VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. David B. Stratton, Esq. and David M. Fournier, Esq.
at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.


VERSATA INC: Fails to Regain Compliance with Nasdaq Requirements
----------------------------------------------------------------
Versata, Inc. (Nasdaq: VATA), a provider of software and
services that automate the business logic and processes that
power enterprise applications, has received a Nasdaq Staff
Determination regarding its status with the Nasdaq. In addition,
Versata announced that it has received stockholder approval for
a reverse split of its common stock, and the Company's Board of
Directors has a approved a one for six reverse stock split to be
implemented as soon as practicable.

The Staff Determination Letter, dated May 21, 2002, indicates
that the Company has not regained compliance with the minimum
bid price requirements for continued listing set forth in the
Marketplace Rules 4450 (a)(5) and 4450(e)(2) and that its
securities are, therefore, subject to delisting from the Nasdaq
National Market. Versata intends to appeal the Staff
Determination and during this process Versata's stock will
remain listed on the Nasdaq National Market.

Versata's stockholders have approved an amendment to the
Company's Amended and Restated Certificate of Incorporation
which will result in a reverse split of the Company's
outstanding common stock. This amendment will be filed with the
State of Delaware and reflects a final determination of the
Company's Board of Directors that the Company should implement a
one for six reverse stock split as soon as practicable. The
reverse split is intended to take effect at the opening of
trading on the Nasdaq National Market on Friday, May 24, 2002,
and the Company will trade under the symbol "VATAD" as an
interim symbol to denote its new status for 20 trading days.
Thereafter, Versata's common stock will resume trading under its
current symbol "VATA".

"We intend to appeal this Staff Determination Letter from
Nasdaq," said Jim Doehrman, CFO and COO, Versata. "In addition
to implementing the reverse stock split, which we believe will
enable us to meet the relevant Nasdaq National Market listing
requirements, the Company has a strong cash position of over $19
million, has over 150 active customers, proven technology and a
reduced cost structure that should allow us to compete in
today's market".

For IT shops who are struggling to reduce costs and whose
developers are challenged with Java coding demands, Versata
provides an application server extension that uses declarative
business logic as a more productive way to do transaction
processing and business process management. Much like a
relational database manages business data, Versata manages
business logic in the Versata Logic Server - at a higher level
of abstraction, utilizing a server for execution and management.
Unlike traditional hand-coding approaches, Versata enables
developers to maximize their time by allowing them to focus on
rules and processes of an application, rather than clerical
details. Versata's declarative business logic approach enables
IT to create and change applications faster, lower development
and maintenance costs, and reduce application backlogs. Versata-
built applications are constructed from an organization's core
business rules and run in J2EE application servers like IBM
WebSphere and BEA WebLogic.

Versata Global 2000 customers include British
Telecommunications, Federal Home Loan Bank, France Telecom,
Hilton Hotels, ITT Fluid Technologies, J.P. Morgan Chase & Co.,
and Mexicana Airlines. For more information, please visit
http://www.versata.comor call (800) 984-7638.


W.R. GRACE: Asbestos Committees Tap Milberg Weiss for Litigation
----------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants and
the Official Committee of Asbestos Personal Injury Claimants of
W. R. Grace & Co., ask Judge Wolin for approval of the
employment of the law firm of Milberg Weiss Bershad Hynes &
Lerach LLP as Special Counsel to prosecute the Fraudulent
Transfer Claims in this suit. In addition, the Committees move
for a withdrawal of the Bankruptcy Court reference with respect
to professional fees and expenses incurred in connection with
the fraudulent conveyance litigation; and for confirmation that
the fees of experts hired for purposes of the fraudulent
conveyance litigation shall be treated as litigation expenses of
counsel in accordance with Judge Farnan's Order Authorizing the
Retention of Experts dated June 22, 2001.

The Committees remind the parties that, on June 22, 2001, Judge
Farnan issued an Order Authorizing the Retention of Experts.
That Order provides, among other things, that the Debtors and
Committees would require Experts "in connection with the
litigation of threshold tort liability issues and with
proceedings concerning the allowance/disallowance, estimation
and liquidation of claims;" that the Debtors and the Committees
were authorized to hire such Experts nunc pro tunc to the
Petition Date; that the party retaining the Expert would be
responsible for reviewing the bills for reasonableness, and for
paying the reasonable fees and expenses of the Experts; and that
such fees and expenses could be included with the party's
monthly fee applications.

On March 12, 2002, this Court entered an Order authorizing the
Asbestos Committees to prosecute jointly the Fraudulent Transfer
claims on behalf of the Debtors' bankruptcy estate.  The
Asbestos Committees have availed themselves of the opportunity
to interview numerous law firms with pre-eminent abilities to
serve as Special Counsel to handle the prosecution of the
Fraudulent Transfer Claims. As the Debtors admit in their
Response to the Fraudulent Transfer Motion, "someone else [other
than the Debtors] should assess whether a fraudulent conveyance
claim was in the best interests of the estates."

The selection process employed by the Asbestos Committees
entailed: (a) in-depth discussions with all candidates to
determine the levels of their expertise and resources; and (b) a
thorough review by all candidates of their former and current
clients to ensure disinterestedness, and no representations of
interests adverse to the Debtors' estates or conflicts of
interest.  Based upon this thorough and thoughtful selection
process, and with the Court's guidance and approval, the
Asbestos Committees concluded that the interests of the estates
would be best advanced and protected by the retention of Milberg
Weiss to serve as Special Counsel in respect of the Fraudulent
Transfer Claims.

The Asbestos Committees have determined that Milberg Weiss's
litigation group has extensive experience with investigating,
analyzing, and prosecuting complicated cases involving all
aspects of commercial fraud and fraudulent transfer issues.
Thus, the Asbestos Committees believe that Milberg Weiss
possesses expertise in the areas of law relevant to the
Fraudulent Transfer Claims.  Secondly, Milberg Weiss neither
holds nor represents any interest adverse to the Debtors'
estates nor has a conflict of interest with existing or former
clients. Moreover, to the best of the knowledge of the Asbestos
Committees, Milberg Weiss is "disinterested" (as such term is
defined in 11 U.S.C. Sec. 101(14)) and has no connection with
the Debtors, their creditors or any other party in interest,
including their respective attorneys or accountants, the United
States Trustee, or any person employed in the office of the
United States Trustee, except as specifically set forth in the
attached Affidavit. Finally, Milberg Weiss has agreed to accept
this engagement on the basis that it will charge a blended
hourly rate of $475 per hour for all attorneys working on the
matter. The Committees believe that this fee arrangement is both
fair and a justified expense to the Debtors' estates.

                       Milberg Weiss's Services

The professional services for which the Asbestos Committees
desire to employ Milberg Weiss include:

        (i) analysis, investigation and prosecution (including
representation in any ensuing appeals) of the Fraudulent
Transfer Claims; and

        (ii) performing such other legal services as may be
required and as are  deemed to be in the best interests of the
Asbestos Committees and the constituencies which they represent.

Subject to the approval of this Court, 11 U.S.C. Sec. 328, and
Federal Rule of Bankruptcy Procedure 2016, Milberg Weiss is
willing to undertake this representation. Milberg Weiss would
represent the Asbestos Committees as Special Counsel in the
constructive fraudulent conveyance action against Sealed Air
Corporation and Cryovac, Inc. for purposes of trial preparation,
trial and any ensuing appeals. In so doing, Milberg Weiss would
act as "Lead Counsel," with counsel for the PI Committee and
counsel for the PD Committee acting under Milberg Weiss's
direction and having responsibility for the issues assigned to
them.  In addition to supervisory responsibilities with respect
to the issues assigned to the PI and PD Committees, Milberg
Weiss would have direct responsibilities for all other issues
relevant to the fraudulent conveyance trial. Duplication of
effort would be minimized to the extent possible.

                         Milberg Weiss's Fees

Milberg Weiss would be compensated at the rate of $475 per hour
for all attorney time, and $125 per hour for all paralegal time.
Milberg Weiss would also expect to be reimbursed for its out of
pocket expenses. Milberg Weiss would staff the matter with six
attorneys, including a partner, two to three senior associates,
one or two mid-to-senior level associates, and a mid-to-junior
level associate, as well as two paralegals. The Firm's senior
partner, Melvyn I. Weiss, would also consult on the matter. If
one assumes a maximum of 1,500 hours per person over six months
(excluding Mr. Weiss) as a potential maximum (assuming a
September 30, 2002 trial date), then fees to the end of trial
would total $4,650,000. This would not include any subsequent
proceedings. Out of pockets excluding experts would not be
expected to exceed 10% of fees. As many as 7-10 experts (total,
including those already retained) may be retained; however, the
magnitude of that expense cannot presently be estimated.

                      Caplin & Drysdale's Role

Caplin & Drysdale, as lead counsel for the PI Committee,
estimates that the total legal fees it will charge for its work
in the Grace Fraudulent Transfer case for the time period April
1, 2002 through the end of the trial presently scheduled for
September 30, 2002, will be in the range of $1.3 million to $1.5
million dollars. Caplin & Drysdale will bear primary
responsibility for all issues relating to the determination of
Grace's liability for asbestos personal injury claims in the
Fraudulent Transfer case.  This includes selection of and
interaction with asbestos personal injury claims estimation
expert(s) and any other experts necessary to defend attacks on
the PI claims analysis, all discovery relating to PI liability
issues (including document review, depositions, and discovery
motions practice, if necessary), legal research, witness
preparation, trial preparation and putting on the PI liability
direct case and rebuttal at trial. Caplin & Drysdale will also
assist and consult with lead counsel on other aspects of the
case. To accomplish these tasks, Caplin & Drysdale estimates
that two partners, one associate, and one paralegal will devote
between 100 to 250+ hours per month of their time to the
Fraudulent Transfer case between now and the end of trial, with
assistance from other firm lawyers and staff on an as needed
basis. This estimate does not include out-of-pocket expenses or
expert witness fees, nor does it include any estimate for fees
incurred on work for the PI Committee in this bankruptcy on
issues not related to the Fraudulent Transfer case.

                       Bilzin Sumberg's Role

Bilzin Sumberg, as lead counsel for the PD Committee, will bear
primary responsibility for all issues relating to the
determination of Grace's liability for asbestos property damage
claims in the Fraudulent Transfer case. This includes selection
of and interaction with asbestos property damage claims
estimation expert(s) and any other experts necessary to defend
attacks on the claims analysis, all discovery relating to
property damage liability issues (including document review,
depositions, and discovery motions practice, if necessary),
legal research, witness preparation, trial preparation and
putting on the property damage liability direct case and
rebuttal at trial. Bilzin Sumberg will also assist and consult
with lead counsel on other aspects of the case. To accomplish
these tasks, Bilzin Sumberg estimates that up to three partners,
three associates, and one or more paralegals will devote between
100 and 200+ hours per month of their time to the Fraudulent
Transfer case between now and the end of trial, with assistance
from other firm lawyers and staff on an as needed basis. Bilzin
Sumberg estimates that the total legal fees that may be incurred
in respect of the property damage aspect of the case for the
time period of April 1, 2002 through the conclusion of the trial
(inclusive of the fees of Asbestos Counsel) presently scheduled
for September 30, 2002, will be in the range of $1.3 to $1.7
million. This estimate does not include out-of-pocket expenses
or expert witness fees, nor does it include any estimate for
fees incurred on work for the PD Committee in this bankruptcy on
issues not related to the Fraudulent Transfer case.

            Withdrawal of the Reference On Fee Reviews As
               District Court In Best Position to Know

Pursuant to 28 U.S.C. Sec.157(d), the Asbestos Committees move
for the withdrawal of the reference to the Bankruptcy Court of
responsibility for the review and approval of all professional
fees and expenses incurred in connection with the Fraudulent
Transfer case and payable by the Debtors' estates. The Asbestos
Committees propose that all professionals seeking the payment of
compensation or the reimbursement of expenses from the Debtors'
estates do so by filing directly with the District Court monthly
applications for the allowance of such fees and expenses. The
Asbestos Committees expect to utilize the services of certain
counsel to members of the PD Committee who have particular
expertise in litigating asbestos property damage claims. As a
result, the budgeted amount includes the fees of such counsel.
Accordingly, the PD Committee will be filing a Motion to Approve
Procedures by Which Committee Member Counsel May File
Applications for Compensation and Reimbursement of Expenses with
this Court.

The Committees submit it is in the best interests of the estates
to have the District Court that is presiding over the Fraudulent
Transfer case also preside over the approval of professional
fees and expenses as the District Court will be in the best
position to determine the quality and quantity of the services
provided and thus, the reasonableness of the compensation and
reimbursement sought.

Brad N. Friedman, a member of the law firm Milberg Weiss Bershad
Hynes & Lerach LLP, avers to Judge Wolin that no attorney at
Milberg Weiss previously or presently represents a party-in-
interest that would create a conflict for Milberg Weiss pursuant
to the Fraudulent Transfer Litigation. None of the
representations Mr. Friedman goes on to describe entailed or
entails fees during the period(s) covered by such
representations that would impair our ability to discharge the
firm's professional responsibility to the Debtors' estates.

Mr. Friedman discloses that Milberg Weiss is one of plaintiffs'
counsel in "Hunter v. W. R. Grace & Co." originally filed in the
United States District Court for the Southern District of
Illinois, and subsequently transferred to the United States
Insulation Products Liability Litigation. Milberg Weiss has
agreed that if the Joint Application is granted, it will
withdraw as counsel from the Hunter/Zonolite litigation, and
will not accept fees for its work in that matter.

In 1997, a Milberg Weiss partner and former Magistrate Judge of
the U.S. District Court of the Southern District of New York,
Sol Schreiber, was appointed by Judge Charles L. Brieant to
serve as a Special Master in a case captioned Port Authority of
New York and New Jersey v. Allied Com., (S.D.N.Y.).  The Port
Authority litigation concerned a raw vermiculite product
produced by W.R. Grace. In Hunter, W.R. Grace moved for the
disqualification of Milberg Weiss on the basis of Mr.
Schreiber's role in Port Authority, and Milberg Weiss vigorously
opposed that motion. In an abundance of caution, however,
Milberg Weiss has created a "Chinese Wall" between Mr. Schreiber
and the Firm with respect both to Hunter and the instant
Fraudulent Transfer Litigation.  Mr. Friedman concludes that
there is nothing in Milberg Weiss' representation which would
prevent it from representing the Plaintiffs in this litigation.
(W.R. Grace Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WALL STREET STRATEGIES: Needs New Financing to Continue Ops.
------------------------------------------------------------
Wall Street Strategies Corporations, through its wholly owned
subsidiary, WSSI, provides investment research and related
investment services for individual and institutional investors
and financial  professionals.  WSSI, which was founded in 1991,
delivers its products and services, including  financial and
market information, analysis, advice and commentary, to
subscribers through a variety  of media including telephone,
facsimile, e-mail, audio recordings, newsletters, the internet
and traditional mail.

The Company has incurred significant losses from operations and
has generated insufficient operating  revenue to fund its
expenses.  In addition, at March 31, 2002, the Company had a
working capital deficiency of approximately $3,652,000.  The
Company is delinquent on most of its trade payables and has
defaulted on its capitalized lease obligations.  The
delinquencies with vendors and the default on the capitalized
lease obligations have prompted several creditors to threaten
legal collection  action or in some cases file a complaint and
summons for amounts due on trade credit extended to the Company.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.  The ability
of the Company to continue as a going concern is contingent upon
it obtaining additional debt and/or equity capital financing and
increasing its revenues.

As of March 31,2002, the Company had approximately 15,500 total
users of its free and paid services.  Subscription revenue for
the three months ended March 31, 2002 and 2001, were $693,341
and $698,943,  respectively.  The Company's primary business and
revenues are concentrated in the investor  services industry and
as such have been susceptible to downturns in the equity market
as well as other conditions that adversely impact broker
services, individual investors, and online trading. Any decline
in the U.S. equity market, whether it is long term or otherwise,
has and could continue to  adversely affect Wall Street
Strategies' revenue and potentially create additional losses.


WILLIAMS COMMS: Gets Approval to Continue Cash Collateral Use
-------------------------------------------------------------
Finding that Williams Communications Group, Inc., and its
debtor-affiliates need continued access to their Lenders'
Cash Collateral in order to assure the orderly administration of
their estates and to pay their day-to-day post-petition
operating expenses, Judge Bernstein grants the Debtors
permission to continue using the Lenders' Cash Collateral to
fund their day-to-day post-petition operating expenses solely
and exclusively in accordance with the Cash Collateral Budget.
In addition to all existing security interests and liens, to
secure payment of an amount equal to the Collateral Diminution,
the Administrative Agent is granted:

A. a security interest in and lien upon the Collateral and all
    other of the Debtors' now owned and hereafter-acquired real
    and personal property, assets and rights, of any kind or
    nature, wherever located, and the proceeds, products, rents
    and profits thereof, senior to any other security interests
    or liens, subject only to:

     a. the Administrative Agent's or the other Pre-Petition
        Secured Parties' security interests and liens existing as
        of the Petition Date,

     b. valid, perfected and enforceable pre-petition liens which
        are senior to the Pre-Petition Secured Parties' liens or
        security interests as of the Petition Date, and

     c. following the occurrence of the Termination Date, the
        payment of allowed professional fees and disbursements
        incurred by the Debtors in the Cases and of allowed
        professional fees and disbursements incurred by the
        Committee in an aggregate amount incurred after the
        Termination Date not in excess of $4,000,000, the payment
        of allowed fees and disbursements incurred by any Chapter
        7 trustee appointed in the Cases in an aggregate amount
        not in excess of $100,000, and the payment of United
        States Trustee Fees; and

B. an allowed administrative claim with priority over all other
    administrative claims in the Cases.  This administrative
    claim will have recourse to and be payable from all pre-
    petition and post-petition property of the Debtors,
    including, without limitation, causes of action arising under
    the Bankruptcy Code. (Williams Bankruptcy News, Issue No. 4;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORKFLOW MANAGEMENT: Obtains Waiver of Loan Covenant Defaults
-------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK), a leading outsourcer of
graphic services, has entered into an agreement with its lenders
that waives the Company's previous covenant defaults under its
secured revolving credit facility that were announced on April
26, 2002.

Under the terms of the agreement, in addition to waiving the
covenant defaults, the lenders have agreed to certain amendments
to the Credit Facility for a limited period of time in order to
allow the Company to pursue alternative financing sources or
otherwise generate cash to reduce borrowings under the Credit
Facility. The amendments include increasing the Company's total
leverage ratio covenant from 3.75 to 1 to 4.15 to 1 effective
April 30, 2002 through July 30, 2002.

Tom D'Agostino, Sr., Chairman, President and CEO stated, "Our
business this past year has been significantly impacted by the
uncertain economic environment. We are pleased that we have been
able to negotiate this arrangement with our lender. The new
agreement will allow the Company to remain in compliance with
the Credit Facility while it assesses and pursues its strategic
alternatives."

If the Company is not able to procure alternative financing or
otherwise generate cash to significantly reduce borrowings under
the Credit Facility in the near future, then the lenders and the
Company have agreed in principle to enter into a new credit
facility. The agreement contemplates that the New Credit
Facility would bear interest at 12%, mature on October 31, 2003,
and provide access to working capital based on a borrowing base
formula. The New Credit Facility would also have financial
covenants typical of asset based financing facilities. These
covenants, and other terms and conditions of the New Facility,
would be subject to negotiation by the parties.

The Company believes that the agreement reached with its lenders
will provide the Company with the flexibility necessary to
conduct its operations in the ordinary course of business for
the foreseeable future.

Workflow Management, Inc. also announced it will release its
fourth quarter and fiscal 2002 year-end results after the
market closes on Thursday, June 6, 2002. A conference call to
discuss fourth quarter financial results will be held at 4:45 pm
that same evening. The call will be hosted by Thomas D'Agostino
Sr., Chief Executive Officer, and Michael Schmickle, Chief
Financial Officer. The call will also be broadcast live over the
Internet and can be accessed at
http://www.workflowmanagement.comor
at http://www.workflowmanagement.com/page1.html

To listen to the call, go to the web site at least 15 minutes
before the call to register and for instructions on how to
access the broadcast.

To listen to the web broadcast, your computer must have Windows
Media Player installed. If you do not have Windows Media Player,
go to the site prior to the call, where you can download Windows
Media Player for free. An online reply will be available one
hour after the call.

The conference call number is (888) 881-4892; please call
approximately 5 minutes in advance to ensure that you are
connected prior to the presentation. International callers
should dial (416) 640-4127.

A replay of the conference call will be available approximately
one hour after the conclusion of the conference call. The replay
may be accessed by telephone by calling (877)-289-8525 for calls
originating within the United States or (416) 640-1917 for
international calls. The password is 192210# and the replay will
be available through 5:00 p.m. EST, on June 13, 2002.

Workflow Management, Inc. is a leading provider of end-to-end
outsource solutions for print. By providing a variety of print
solutions; including the printing of promotional items with a
company logo to multi-color annual reports, Workflow has built a
reputation of reliability and leadership within the industry.
Workflow's complete cadre of service solutions includes unbiased
outsource and enterprise document strategy consulting, full-
service print manufacturing and outsourcing; warehousing;
fulfillment and Workflow's proprietary iGetSmart(TM) system; the
industry proven, e-procurement, management and logistics system.
Utilizing a customized combination of these services, the
Company is able to deliver substantial savings to its customers
by targeting and eliminating much of the hidden costs within
the print supply chain. And, by outsourcing these non-core
business processes to Workflow, customers are able to streamline
their operations and focus on their core business objectives.


ZAMBA SOLUTIONS: Fails to Maintain Nasdaq Listing Standards
-----------------------------------------------------------
ZAMBA Solutions (Nasdaq:ZMBA), a customer relationship
management consulting and systems integration company for Global
2000 organizations, applied to transfer its Common Stock listing
to The Nasdaq SmallCap Market.

The Company also announced that it received a Nasdaq Staff
Determination on May 20, 2002, indicating that the Company fails
to meet the minimum bid price requirement and market value of
public float requirement for continued listing as set forth in
Marketplace Rules 4450 (a)(2) and 4450 (a)(5), and that the
Company's net tangible assets and shareholders equity do not
comply with the minimum amounts required for continued listing
on the Nasdaq National Market as set forth in Marketplace Rule
4450(a)(3), and that its common stock is subject to delisting
from The Nasdaq National Market on May 29, 2002. The Nasdaq
Staff Determination follows an earlier notice from Nasdaq,
discussed in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, and in other filings with the
Securities and Exchange Commission, which gave the Company until
May 15, 2002, to regain compliance with the minimum bid price
requirement for continued listing.

ZAMBA intends to take actions to regain compliance with the
listing requirements and will request a hearing before the
Nasdaq Listing Qualifications Panel to appeal the Staff
Determination. The hearing is expected to occur within 30 days
of the Company's request, during which time the ZAMBA will
continue to be listed. There can be no assurance that the Panel
will grant ZAMBA's request for continued listing or allow the
Company's shares to continue to be listed.

"While we will take necessary actions to regain compliance with
the listing requirements our ability to deliver quality services
to current and future clients will not be affected," said Doug
Holden, president and CEO of ZAMBA Solutions. "We will continue
to focus on evolving our new blended shore, scalable business
model through our strategic alliance with HCL Technologies,
enabling us to provide cost effective, high quality solutions
that meet changing client needs."

ZAMBA Solutions is a CRM consulting and systems integration
company for Global 2000 organizations. Having served over 300
clients, ZAMBA is focused exclusively on customer-centric
services that help clients profitably acquire, retain and grow
customers by leveraging best practices and best-in-class
technology to enable insightful, consistent interactions across
all customer touchpoints. Based on the Company's expertise and
experience, ZAMBA has created an end-to-end CRM Blueprint - a
framework of interdependent processes and technologies that
addresses each aspect of CRM, including strategy, analytics and
marketing, contact center, content and commerce, field sales,
field service and enterprise integration. ZAMBA's clients have
included ADC, Aether Systems, Best Buy, Canon ITS, GE Medical
Systems, Enbridge Services, Hertz, General Mills, Microsoft
Great Plains, Northrup Grumman, Symbol Technologies, Towers
Perrin and Volkswagen of America. The company has offices in
Denver, Minneapolis, San Jose and Toronto. For more information,
contact ZAMBA at http://www.ZAMBAsolutions.comor
(800) 677-9783.

                           *********

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

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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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
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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
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