TCR_Public/020604.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, June 4, 2002, Vol. 6, No. 109

                          Headlines

360NETWORKS: Seeks Okay to Seal Settlement Agreement with TELUS
ACT MANUFACTURING: Court Approves Amended DIP Credit Facility
ADELPHIA BUSINESS: Obtains Open-Ended Lease Decision Deadline
AGERE SYSTEMS: S&P Rates $220MM Proposed Convertible Notes at B
AHEAD COMMS: Secures Lease Decision Extension Until July 8

AMERICAN SKIING: Defaults on Credit Facility with Fleet National
AMERICAN SKIING: Closes Heavenly Ski Resort Sale to Vail Resorts
BETHLEHEM STEEL: Wins Nod to Sell Weyhill Guest House for $4.2MM
BURLINGTON INDUSTRIES: Court Okays Hilco as Real Estate Agents
BURLINGTON: Completes Sale of Businesses to Springs Industries

COUNCIL TRAVEL: UST Amends Creditors' Committee Membership
COVANTA ENERGY: Committee Taps Houlihan Lokey for Fin'l Advice
CROWN RESOURCES: Colorado Court Confirms Plan of Reorganization
EOTT ENERGY: Files 2001 Annual Report on Form 10-K with SEC
EOTT ENERGY: Trammo Acquires Refined Products Marketing Business

ENRON CORP: Committee Wins Escrow of Broadband L/C Proceeds
ENRON: Gets Court Nod to Sell 772 Contracts to Select Energy
EXIDE: Looks to Pachulski Stang to Prosecute Chapter 11 Cases
FARMLAND: Smithfield Foods Disappointed with Bankruptcy Filing
FARMLAND: Smithfield Eyes Combination with Refrigerated Foods

FORMICA CORPORATION: Hires Gibbons Del Deo as Special Counsel
FOSTER WHEELER: Gets Credit Facility Extension to June 30, 2002
GALEY & LORD: Committee Wins Nod for Dewey Ballantine Retention
GLENOIT CORP: Solicitation Period Stretched through June 10
GLOBAL CROSSING: Committee Taps Deloitte & Touche as Accountants

GLOBAL CROSSING: Shareholder's Move to Block Extension Fails
GLOBAL INTERACTIVE: Interactive Systems Wants to Buy All Shares
ICH CORPORATION: Has Exclusive Right to File Plan Until Aug. 16
IT GROUP: City of Fresno Agrees to Pay $2.2 Million
INSCI CORP: Brings-In Glodstein & Morris to Replace Andersen

INTEGRATED HEALTH: Felser Gets Stay Relief to Prosecute Claims
INT'L ISOTOPES: Ability to Continue Operations is Uncertain
JLG INDUSTRIES: S&P Assigns BB+ Rating to Planned $150MM Notes
JADE CAPITAL: TSX Delists Shares for Violating Requirements
KAISER ALUMINUM: Gets Nod to Consummate Coating Line Assets Sale

KITTY HAWK: Court to Consider Plan Confirmation on July 2, 2002
KMART CORP: General Time Seeks Stay Relief to Segregate Proceeds
LERNOUT & HAUSPIE: Holdings' Confirmation Hearing is July 16
MEASUREMENT SPECIALTIES: Defaults on Bank Loan Agreements
METALS USA: Court Allows Debtor to Sell Unit to SMWC for $2.2MM+

METROCALL INC: Files for Chapter 11 Reorganization in Delaware
METROCALL INC: Case Summary & 21 Largest Unsecured Creditors
NII HOLDINGS: UST Will Convene Creditors' Meeting on June 25
NAPSTER INC: Case Summary & 20 Largest Unsecured Creditors
NATIONAL STEEL: Providing Bondholders & NUF Adequate Protection

NET NANNY SOFTWARE: Defaults on Bridge Loan with BioSTV I, LLC
NEW WORLD RESTAURANT: Full-Year 2001 Net Loss Tops $36 Million
OPEN PLAN SYSTEMS: Files for Chapter 11 Protection in Virginia
OPEN PLAN: Case Summary & 20 Largest Unsecured Creditors
PACIFIC GAS: Court Issues Scheduling Order for Plan Confirmation

PACIFIC GAS: Denies Participation in "Wash" Trading Strategies
PERSONNEL GROUP: Saves Over $1.8M After Streamlining Initiatives
PETROMINERALS: Fails to Meet Nasdaq SmallCap Listing Standards
PHONETIME: Creditor Agrees to Swap $1.65MM Debt for Equity
POLAROID CORP: Retirees Take Legal Actions to Pursue Claims

PSINET INC: Allows GECC $29MM Proof of Claim for Voting Purposes
QUALITY DISTRIBUTION: Closes Fin'l Workout via Equity Infusion
REPUBLIC TECH.: Court OKs Uniform Asset Sale Bidding Procedures
RURAL/METRO CORPORATION: S&P Affirms CCC Corporate Credit Rating
SPORTSLINE.COM INC: U.K. Unit Placed In Administration

SUNTERRA CORP: Confirmation Hearing Scheduled for June 20
TECSTAR: Gets Nod to Bring-In Haskell & White as Tax Preparers
TELEGLOBE: Seeking Court's Nod to Appoint Logan as Claims Agent
TRANSTECHNOLOGY: Completes Sale of U.S. Retaining Ring Business
TRIANGULUM CORP: Creditors Likely to Appoint A Receiver Manager

USG CORP: Judge Newsome Extends Exclusive Filing Time to Nov. 1
UNIFORET INC: First Quarter 2002 Net Loss Narrows to $400K
VIASYSTEMS: Fitch Hatchets Senior Secured Notes Rating Down to D
WESTERN INTEGRATED: Committee Wants to Convert Cases to Chap. 7
WHEELING-PITTSBURGH: Court Okays Settlement with TECO Transport

XO COMMS: Reaches Pact to Resolve Claims Dispute with Triton

                          *********

360NETWORKS: Seeks Okay to Seal Settlement Agreement with TELUS
---------------------------------------------------------------
360networks inc., and their Canadian affiliates ask the Court to
approve a settlement agreement with TELUS Communications Inc.,
Canada Ltd. and PSINet Canada.  They plan to file the Settlement
Agreement and related documents under seal and keep the document
out of public view.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that the Debtors and TELUS Communications have an
extensive relationship.  "TELUS is one of the 360 Parties' major
customers and an important component of their going-forward
business plan.  The major elements of the relationship between
the 360 Parties and TELUS are:

  (i) TELUS became a customer of the 360 Parties for fiber
      optic strands and related facilities for a route in
      Ontario, Quebec, the Maritime Provinces, and New York
      State -- the Future Build route.

(ii) Subsequently, the 360 Parties and TELUS entered into an
      arrangement with Canadian Pacific Railway Company for the
      development of a fiber optic system from Edmonton, Alberta
      to Toronto, Ontario -- the Edmonton to Toronto route.
      Both parties received fiber optic strands and related
      facilities under this arrangement. Also, the 360 Parties
      acquired from TELUS twelve of the fiber optic strands that
      were originally installed by the 360 Parties for TELUS on
      this route.

(iii) The 360 Parties sold to TELUS certain strands on the 360
      Parties' route from Calgary, Alberta to Winnipeg, Manitoba
      to Chicago, Illinois, to Detroit, Michigan -- the Calgary
      to Detroit route.

(iv) The 360 Parties also sold to TELUS certain strands located
      on a route between Buffalo, New York and Toronto, Ontario,
      a conduit in Quebec City, Quebec, and a conduit in
      metropolitan Toronto, Ontario -- the Eastern Canadian
      routes.

According to Mr. Lipkin, to implement the relationships, both
parties entered into agreements:

A. The Future Build Agreement

  An Agreement for the Purchase and Sale of Strands and
  Facilities for Fiber Optic Network -- Future Build -- between
  BCT.TELUS Communications Inc., now held by TELUS
  Communications Inc., and Worldwide Fiber Inc., now held by
  360networks Inc. -- the "Future Build Purchase and Sale
  Agreement". In furtherance of the Future Build Purchase and
  Sale Agreement, the parties executed certain supplemental
  agreements.

B. The Edmonton to Toronto Agreement

  A Master Fibre Optic Agreement -- Edmonton-Toronto CPR Build -
  - among Canadian Pacific Railway Company, BCT.TELUS
  Communications Inc., now held by TELUS Communications Inc.,
  and Worldwide Fiber Inc., -- "Edmonton-Toronto Master Fibre
  Agreement".  In furtherance of the Edmonton-Toronto Master
  Fibre Agreement, the parties executed certain supplemental
  agreements -- the "Edmonton to Toronto Agreements".

C. The Calgary to Detroit Agreement

  A Fiber Sale Agreement, Calgary to Detroit, US Portion,
  between 360networks (USA) Inc. and TELUS Integrated
  Communications Inc., now held by TELUS Communications Inc.,
  -- the "US FSA", and a Fiber Sale Agreement, Calgary to
  Detroit, Canadian Portion, between 360networks Cdn fiber Ltd.
  and TELUS Integrated Communications Inc., now held by TELUS
  Communications Inc., -- the "Canadian FSA".  In relation to
  the Canadian FSA and the US FSA, the parties executed certain
  supplemental agreements -- the "Calgary to Detroit Agreement".

D. The Eastern Canada Agreement

  A Fiber Sale Agreement, Eastern Canadian Routes, between
  360networks Cdn fiber Ltd. and TELUS Integrated Communications
  Inc., now held by TELUS Communications Inc., -- the "Eastern
  Canada FSA".  In furtherance of the Eastern Canada FSA, the
  parties executed certain supplemental agreements -- the
  "Eastern Canada Agreement".

E. A Non-Binding Letter of Intent between Canada Ltd. and WFI
   Urbanlink Ltd., -- the "Toronto Swap Letter of Intent".

F. An Indefeasible Right of Use Agreement among 360networks
   Services Ltd., 360networks (USA) inc., PSINetworks Canada
   Limited and PSINetworks Co., -- the "PSINet IRU".

G. A purchase order placed by Bechtel with 360networks Inc.,
   for certain conduit drops -- the "Bechtel Purchase Order".

Mr. Lipkin explains that the Future Build Agreement principally
provides for the sale of certain dark fibers and, under certain
circumstances, the granting of indefeasible rights to use
certain dark fiber and associated property.  The Edmonton to
Toronto Agreement provides for the sale by the 360 Parties to
TELUS of certain dark fiber, certain related support structures,
and certain associated rights, as well as the subsequent
acquisition by the 360 Parties from TELUS of a portion of that
dark fiber, related support structures, and associated rights.
The Calgary to Detroit Agreement and the Eastern Canada
Agreement each provide for the sale by the 360 Parties to TELUS
of certain dark fiber, certain related support structures, and
certain associated rights. The Eastern Canada Agreement also
provides for the sale of certain conduits by the 360 Parties to
TELUS.

Accordingly, Mr. Lipkin tells the Court that the 360 Parties and
TELUS have negotiated a settlement agreement, which encompasses
a restructuring of the 360 Parties' contractual and business
relationships with TELUS.  The Debtors have provided the
prepetition lenders with a detailed summary of the Settlement
Agreement as well as access to the related documents.  The
Debtors will also provide the same materials to the Committee's
professionals upon confirmation of their willingness to abide by
the confidentiality provisions.

Mr. Lipkin provides key provisions of the Settlement Agreement
as:

    (i) In relation to the Future Build Agreement, the Parties
        will enter into a sub-IRU agreement, maintenance
        agreement, and collocation agreement.

   (ii) The Parties will enter into two new sets of agreements,
        one, under the Toronto Swap Letter of Intent, 4 for duct
        swaps in Toronto -- the "Toronto Duct Swap Agreement" --
        and the other for the purchase of certain conduit in
        Ottawa -- the "Ottawa Railway Conduit Agreement".

  (iii) The 360 Parties will deliver a bill of sale to TELUS for
        certain fibers in Winnipeg -- the "Winnipeg Bill of
        Sale".

   (iv) The 360 Parties and TELUS will enter into assignment,
        novation, and release agreements regarding the PSINet
        Indefeasible Right of Use in Vancouver, Calgary, and
        Winnipeg -- the "PSINet Local Loops Agreement" -- by
        which the 360 Parties will assign to TELUS the
        agreements under which TELUS and GT Group Telecom
        provide local loops to the 360 Parties in the cities and
        the 360 Parties will be released from their obligations
        in connection with the loops.

    (v) The 360 Parties and TELUS will enter into maintenance
        agreements for the provision of maintenance services by
        the applicable 360 Parties to TELUS on the routes
        addressed by these agreements: the Calgary to Detroit
        Agreement; the Eastern Canada Agreement; the Toronto
        Duct Swap Agreement, the Ottawa Railway Conduit
        Agreement and the Winnipeg Bill of Sale.

   (vi) TELUS has remitted approximately $12,500,000 Canadian
        dollars into an escrow account representing TELUS' net
        obligation to the 360 Parties based on a reconciliation
        of all "due tos and due froms" under the settlement as:

        (a) the net aggregate amount owing for pre-petition
            obligations from TELUS to the 360 Parties associated
            with the Future Build Agreement, the Edmonton to
            Toronto Agreement, the Calgary to Detroit Agreement,
            the Eastern Canada Agreement, the Toronto Swap
            Letter of Intent and the PSINet Indefeasible Right
            of Use -- the "Pre-petition Agreements";

        (b) the net aggregate amount for post-petition amounts
            owing from TELUS to the 360 Parties under the
            Pre-petition Agreements;

        (c) a final payment for the Future Build Agreement and a
            holdback from the Future Build Agreement in respect
            of fire suppression and document deficiency
            holdbacks;

        (d) a payment for the Toronto Duct Swap Agreement;

        (e) a payment of a certain account receivable related to
            the Bechtel Purchase Order;

        (f) a payment of the final invoice in connection with
            the Ottawa Railway Conduit Agreement; and

        (g) a payment in respect of amounts due in connection
            with the PSINet Indefeasible Right of Use.

  (vii) The parties would exchange mutual releases from all
        claims arising through December 31, 2001 from
        outstanding issues relating to the Pre-petition
        Agreements and the Bechtel Purchase Order and related
        documents.

In addition, the 360 Parties propose to allocate funds to be
received from TELUS:

    -- $9,197,149 Canadian dollars to the Debtors, and

    -- $3,329,165 Canadian dollars to the Debtors' Canadian
       affiliates.

Furthermore, Mr. Lipkin states that the Settlement Agreement is
conditioned upon the occurrence of:

    (a) the approval of the Canadian Monitor;

    (b) the consent and release of the Debtors' pre-petition
        lenders' interests that are affected by the Settlement
        Agreement;

    (c) the approval of the Canadian Court in the CCAA
        proceedings;

    (d) the approval of this Court; and

    (e) the orders of the Canadian and this Court becoming final
        and non-appealable prior to June 17, 2002.

Mr. Lipkin also prods Judge Gropper to authorize the sealing of
the Settlement Agreements and related documents.  The terms and
conditions of the Settlement Agreement must be maintained as
confidential because it contains confidential and sensitive
information like:

    (i) the number of fiber optic strands being conveyed under
        the underlying agreements;

   (ii) the location of the strands that are conveyed under the
        underlying agreements; and

  (iii) the price for the purchase of the assets subject to
        the Settlement Agreement.

"TELUS Communications would not agree to the settlement if the
key terms were not kept confidential," Mr. Lipkin explains. (360
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ACT MANUFACTURING: Court Approves Amended DIP Credit Facility
-------------------------------------------------------------
ACT Manufacturing, Inc. announced that the U.S. Bankruptcy Court
overseeing the Company's Chapter 11 bankruptcy proceeding
recently approved an agreement between the Company and its
debtor-in-possession lenders to amend the Company's DIP credit
facility.  As part of the amendment, the Company and its DIP
lenders agreed to extend both the maturity date of the DIP
credit facility and the date established under the DIP credit
facility by which the Company's ongoing sale process shall have
concluded to July 31, 2002.

The Company, headquartered in Hudson, Massachusetts, provides
value-added electronics manufacturing services to original
equipment manufacturers in the networking and
telecommunications, computer and industrial and medical
equipment markets. The Company provides OEMs with complex
printed circuit board assembly primarily utilizing advanced
surface mount technology, electro-mechanical subassembly, total
system assembly and integration, mechanical and molded cable and
harness assembly and other value-added services.


ADELPHIA BUSINESS: Obtains Open-Ended Lease Decision Deadline
-------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
sought and obtained an extension of the date by which they must
decide to assume, assume and assign, or reject their
nonresidential real property leases.  The Debtors don't have to
make those decisions until the date on which an order is entered
confirming a chapter 11 plan in these cases.  This extension is
without prejudice to the right of any lessor to come to Court
and request that the deadline be shortened with respect to a
particular Unexpired Lease.

According to Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP
in New York, the Debtors are parties to hundreds of unexpired
nonresidential real property leases.  Since the Commencement
Date, the Debtors' and their professionals have been working
diligently to stabilize their operations and address a vast
number of administrative and business issues that understandably
arise as a result of the chapter 11 process, while at the same
time operating their businesses on an ordinary course basis. The
Unexpired Leases relate to office space, spaces to house
switching equipment, collocation agreements, telecommunications
equipment and network assets, and telecommunications huts, where
the Debtors keep regeneration and telecommunications equipment
for their network.

Until the Debtors have had a full opportunity to determine
whether their multitude of leases will continue to contribute to
their reorganization, Ms. Liu submits that the Debtors must
necessarily treat the Unexpired Leases as potentially valuable
assets of the Debtors' estates that may be integral to the
continued operation of their businesses. The Debtors' offices
and equipment storage facilities are a crucial part of their
continued operations. Without office space, and premises from
which to operate their telecommunications equipment, the Debtors
would be unable to conduct their business or provide their
customers with their telecommunications service.

Given the multitude of Unexpired Leases that require review, Ms.
Liu contends that the Debtors are simply unable to make reasoned
decisions as to whether to assume or reject all the Unexpired
Leases within the 60-day period specified in Section 365(d)(4)
of the Bankruptcy Code.  The Debtors do not want to forfeit
their right to assume any Unexpired Lease as a result of the
"deemed rejected" provision of Section 365(d)(4), or be
compelled to assume all such Unexpired Leases within that same
period in order to avoid rejections, with the resultant
imposition of potentially substantial administrative expenses on
their estates.

Adelphia makes its clear that:

A. In compliance with Section 365(d)(3), the Debtors fully
   intend to remain current with respect to all outstanding
   postpetition obligations under the Unexpired Leases.

B. Although the Debtors' lessors may be inconvenienced by any
   extension that this Court may grant, an extension of a
   debtor's time to assume or reject its unexpired leases of
   nonresidential real property is appropriate when such
   extension has "for all practical purposes, only an
   administrative rather than a substantive effect" and merely
   shifts "the burden of coming forward - not the burden of
   persuasion - to the property owners."

Ms. Liu asserts that the Unexpired Leases, which are still
undergoing a review, are without doubt potentially the Debtors'
most critical assets and are integral to the Debtors'
reorganization. The Debtors cannot successfully operate their
businesses without the continued use of the properties
underlying the Unexpired Leases.  The Debtors' businesses are
largely dependent on providing their telecommunications services
to their customers.  The loss of the leased premises to house
the Debtors telecommunications equipment or the office space
would severely impair continued operations.  Moreover, the
Debtors' careful evaluation of their Unexpired Leases and their
determination as to which facilities to continue using is
important to a successful reorganization of their businesses.

Ms. Liu points out that the Debtors have hundreds of Unexpired
Leases. Although the Debtors are currently diligently evaluating
the Unexpired Leases -- indeed, they have already filed a motion
to reject 58 of the Unexpired Leases -- the large number of
Unexpired Leases the Debtors must review make it essential that
the Debtors have adequate time to carefully evaluate the value
of each of the Unexpired Leases to the Debtors estate. Such
careful evaluation will require more than the sixty-day period
provided for in Section 365(d)(4) of the Bankruptcy Code.

For the Debtors' determination to assume or reject each
Unexpired Lease to be a reasoned and informed one, Ms. Liu
believes that it must be made in the context of a long-term
business plan that will form the basis for a workable plan of
reorganization. At this juncture, the Debtors have not yet
finalized the arrangements with respect to the proposed debtor
in possession financing. Moreover, the Debtors are still in the
process of finalizing and implementing a revised business plan.
The business plan currently contemplates the consolidation,
downsizing, or closing of certain of the Debtors' markets and as
such, will have a significant impact on the Debtors' decision to
assume or reject the Unexpired Leases. With neither the debtor-
in-possession financing nor the business plan fully in place, it
cannot be disputed that the Debtors have not had a sufficient
opportunity to formulate a reorganization plan. As such, the
Debtors cannot possibly determine whether or not to assume or
reject the Unexpired Leases within the sixty-day period
specified in section 365(d)(4) of the Bankruptcy Code. (Adelphia
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AGERE SYSTEMS: S&P Rates $220MM Proposed Convertible Notes at B
---------------------------------------------------------------
Standard & Poor's revised its outlook on Agere Systems Inc. to
negative from stable. Standard & Poor's today also assigned its
single-'B' rating to the company's planned offering of $220
million in convertible subordinated notes due in 2009 and 2014.
At the same time, Standard & Poor's affirmed its double-'B'-
minus corporate credit rating on the Allentown, Pennsylvania-
based telecommunications equipment manufacturer. Agere had $1.1
billion in debt outstanding as of March 31, 2002.

The change in the outlook on Agere reflects the likelihood that
the company will not achieve meaningful positive EBITDA during
the current fiscal year, ending September, and that
profitability will remain below prior expectations over the
intermediate term.

Although improvements in revenues and EBITDA are expected,
because of the company's improved position in the computing and
networking sectors and the company's cost-reduction program,
Standard & Poor's believes that EBITDA is likely still to be
subpar for the rating over the next few quarters.

"If the company does not achieve profitability levels consistent
with the current ratings in fiscal 2003, ratings would likely be
lowered," said Standard & Poor's credit analyst Bruce Hyman.
"Ratings continue to anticipate that the company will retain
sufficient liquidity to continue product development and cost
reduction in the intervening period."

Sales of equipment for long-distance communications is expected
to be depressed until late 2003 or early 2004. Therefore, Agere
now derives well over 50% of revenues from the computing and
networking semiconductor markets, which remain stronger than the
highly stressed optical components sector.

Agere's profitability has begun to recover from its low point in
the September 2001 quarter. Further gains are expected as the
company's storage business continues to strengthen, its targeted
wireless local-area-network market expands, and from additional
cost reductions, as already-announced programs continue to be
implemented. Because of depressed sales and a commitment to
retain high R&D levels (33% of sales in the March quarter) to
support new product initiatives, the company is unlikely to
report significant levels of operating income during fiscal
2002. However, Agere has divested non-core assets and taken
other actions to improve liquidity.

Agere is also expected to retain sufficient cash and borrowing
capacity to implement its near- to intermediate-term business
plans.


AHEAD COMMS: Secures Lease Decision Extension Until July 8
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Connecticut, Ahead Communications Systems, Inc. obtained an
extension of its lease decision period.  The Court gives the
Debtor until July 8, 2002 to elect whether to assume, assume and
assign, or reject unexpired nonresidential real property leases.

Ahead Communication Systems, Inc., designs and produce robust
broadband networking systems for private and public networking
environments. The Company filed for chapter 11 bankruptcy
protection on February 7, 2002.  Craig Lifland, Esq., at Zeisler
and Zeisler represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $21,071,000 in assets and $23,310,000 in debts.


AMERICAN SKIING: Defaults on Credit Facility with Fleet National
----------------------------------------------------------------
As of May 20, 2002, American Skiing Company, Inc.'s real estate
development subsidiary, American Skiing Company Resort
Properties, Inc., was in payment default under its senior
secured credit facility with Fleet National Bank and certain
other lenders due to the failure to make certain required
payments of principal and interest under that facility, and all
cure periods with respect to such payment default had expired.

On May 21, 2002, attorneys representing the lenders under the
Real Estate Credit Facility orally notified American Skiing
Company Resort Properties that the lenders would be accelerating
the entire remaining principal and accrued interest in the
amount of approximately $63.4 million under the Real Estate
Credit Facility.

Management continues to negotiate the terms of modifications to
the Real Estate Credit Facility with Fleet and the other
lenders, and is hopeful that a mutually acceptable revision to
the terms of the Real Estate Credit Facility can be attained
prior to the exercise by the lenders of the remedies available
to them under the Real Estate Credit Facility. However, no
assurance can be given that an acceptable revision to the Real
Estate Credit Facility will be reached, and attorneys
representing the lenders have indicated to the Company that the
lenders will simultaneously be pursuing their secured creditor
remedies under the Real Estate Credit Facility while such
discussions continue. The remedies available to the lenders
include, but are not limited to, setoff of cash collateral
accounts in American Skiing Company Resort Propertie's name held
at Fleet in the amount of approximately $0.8 million,
foreclosure of real and personal property owned by ASCRP and
pledged to the lenders (including all of the capital stock of
the Company's hotel development subsidiary, Grand Summit Resort
Properties, Inc., and other customary secured creditor remedies.
A substantial portion of the Company's developable real estate,
including all of the developable real estate at The Canyons
resort in Park City, Utah and certain key development parcels at
Killington, Vermont and Steamboat, Colorado, is pledged to Fleet
and the lenders under the Real Estate Credit Facility. The
commercial core units at the Sundial Lodge at The Canyons and
the Mount Snow Grand Summit Hotel in Vermont are each also
pledged to Fleet and the lenders under the Real Estate Credit
Facility.

In addition, as of May 20, 2002, Grand SummitResort Properties
was in payment default under its construction loan facility with
Textron Financial Corporation and certain other lenders, due to
the failure to make certain required payments of principal and
interest under that facility, and all cure periods with respect
to such payment default had expired. On May 17, 2002, attorneys
representing Textron orally notified the Company that Textron
had tentatively approved revisions to the Textron Facility which
management of the Company expects would be sufficient to cure
the outstanding payment defaults and meet the short-term cash
flow needs of Grand Summit Resort Properties. However, the
remaining lenders under the Textron Facility have not yet
approved such revisions, and the revisions have not yet been
reduced to mutually agreed upon written documentation. No
assurance can be given that Grand Summit Resort Properties will
be able to reach a mutually acceptable agreement with Textron
and the lenders under the Textron Facility. All of the Company's
remaining unsold quartershare hotel inventory at the Grand
Summit Hotels at The Canyons and Steamboat, together with the
commercial core units at the Grand Summit Hotels at The Canyons,
Steamboat and Attitash, New Hampshire, is pledged to Textron and
the other lenders as security for the Textron Facility.

Management does not believe that the payment defaults under
either the Real Estate Credit Facility or the Textron Facility
will create defaults under the Company's senior secured resort
facility with Fleet National Bank and certain other lenders or
the Indenture governing the Company's $120 million Senior
Secured Notes due 2006. The payment defaults and the exercise of
secured creditor remedies by the lenders under the Real Estate
Credit Facility and the Textron Facility are similarly not
expected to substantially adversely affect current operations at
any of the Company's resorts, although no assurance can be given
that the loss of developable real estate at the Company's
resorts will not adversely affect future resort operating
results by reducing future growth of resort bedbase.


AMERICAN SKIING: Closes Heavenly Ski Resort Sale to Vail Resorts
----------------------------------------------------------------
On May 9, 2002, American Skiing Company completed the sale of
Heavenly ski resort in South Lake Tahoe, California to Vail
Resorts, Inc. Total consideration, subject to a final working
capital and EBITDA adjustment, was $104.9 million, including all
liabilities assumed in the transaction. Vail Resorts, Inc.,
through two subsidiaries, acquired all the partnership interest
in Heavenly Valley Limited Partnership, which owns all of the
assets related to the operations of the resort, including two
undeveloped real estate parcels.


BETHLEHEM STEEL: Wins Nod to Sell Weyhill Guest House for $4.2MM
----------------------------------------------------------------
The Commonwealth of Pennsylvania, Department of Revenue, asserts
that since Bethlehem Steel Corporation and its debtor-affiliates
have not yet confirmed a plan and the proposed transfer is not
"under a plan confirmed under Section 1129."  Thus, the proposed
transactions [to sell the Weyhill Guest House for $4.2 million]
are not entitled to the Section 1146(c) exemption of stamp tax
or similar tax.  The Commonwealth asks the Court to deny the
Debtors' request for Section 1146(c) exemption.

                         Debtors Respond

The Debtors contend that the sale of the Property is necessary
to the development of a Chapter 11 plan because the proceeds of
the sale will ultimately be used to fund a plan.

"Excising a pre-confirmation transfer of the proposed sale of
the Property from the scope of Section 1146(c) would undermine
the purpose of this provision -- maximizing the proceeds from
the sale of unneeded assets as a part of implementing and
funding a plan of reorganization," Jeffrey L. Tanenbaum, Esq.,
at Weil, Gotshal & Manges LLP, in New York, argues.

Furthermore, Mr. Tanenbaum notes that throughout these Chapter
11 cases, the Court has ruled that the pre-confirmation sale of
assets is exempt from any and all transfer taxes pursuant to
Section 1146(c) of the Bankruptcy Code.

Thus, the Debtors ask the Court to overrule Commonwealth's
objection.

                         *     *     *

After considering the Debtors arguments and the Commonwealth's
objection, Judge Lifland rules in favor of the Debtors and
grants Bethlehem's Motion in all respects. (Bethlehem Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1)
are quoted at a price of 10, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BURLINGTON INDUSTRIES: Court Okays Hilco as Real Estate Agents
--------------------------------------------------------------
The Court authorizes Burlington Industries, Inc., and its
debtor-affiliates to retain and employ Hilco Real Estate LLC as
Real Estate Consultants in their Chapter 11 cases nunc pro tunc
to April 1, 2002.

The Debtors anticipate that Hilco will provide these services:

  (a) meeting with the Debtors to ascertain the Debtors' goals,
      objectives and financial parameters;

  (b) developing and designing a marketing program, consistent
      with the real estate portion of a proposal dated February
      25, 2002, for the sale of certain of the Debtors' owned
      properties;

  (c) identifying prospective purchasers of the Owned
      Properties;

  (d) coordinating and organizing a dual-bidding procedures and
      sale process so as to maximize the attendance of all
      interested bidders for the sale of the Owned Properties;

  (e) at the Debtors' direction and on the Debtors' behalf,
      negotiating the terms of purchase agreements for the sale
      of the Owned Properties;

  (f) providing to the Debtors, on a bi-monthly basis, a list
      of all activity with respect to each Owned Property,
      including the time and date of each showing of the Owned
      Property and the identity of each prospective buyer;

  (g) developing and implementing a comprehensive property
      marketing plan by May 8, 2002; and

  (h) performing such other services as may be requested by the
      Debtors.

Pursuant to the Consulting Agreement dated April 8, 2002 between
the Debtors and Hilco, Hilco intends to charge for its
professional services rendered to the Debtors on these terms:

Gross Proceeds: Upon the closing of the disposition of the Owned
                Properties, Hilco will be paid a fee equal to a
                portion of the total amount of cash paid by the
                buyers of the Owned Properties to the Debtors in
                accordance with this fee structure:

                -- 2% of the first $5 million;
                -- 4% of all amounts between $5-mil and $10-mil;
                -- 5% of all amounts between $10-mil and $19-
                   mil;
                -- 7% of all amounts above $19 million.

Statesville
Plant and
Warehouse:      As of December 17, 2001, Burlington granted the
                real estate firm of Barlow & Triplett Realty
                Company Inc. of Lenoir, North Carolina the right
                to show a manufacturing plan and warehouse
                located in Statesville, North Carolina to one of
                B&T's clients for a period of six months.  B&T
                is entitled to a sales commission is the Client
                is the buyer of the Statesville Properties.  In
                such event, Hilco will not receive any
                compensation for such sale; provided, however,
                that Burlington will reduce each tier of the
                Commission Fee by an amount equal to the gross
                proceeds of any such sale.  In addition, if
                Hilco identifies a buyer of either or both
                Statesville Properties, offering a purchase
                price equal to or greater than the Client, then
                Hilco will be entitled to its full commission,
                regardless of whether or not the buyer
                identified by Hilco is the ultimate buyer.

Mount Olive
Plant:          Burlington is in the process of negotiating the
                sale of a plant located in Mount Olive, North
                Carolina to a buyer located by Burlington.  If
                Hilco locates an alternative buyer willing to
                purchase the Mount Olive Plant at a higher price
                than currently being offered by the Buyer to
                Burlington, Burlington may, in its sole
                discretion, elect to sell the Mount Olive Plant
                to the Alternative Buyer.  In such event, the
                Commission Fee will be modified as:

                -- 2% of the first $5 million;
                -- 4% of all amounts between $5-mil and $10-mil;
                -- 5% of all amounts between $10-mil and $20-
                   mil;
                -- 7% of all amounts above $20 million.

Expenses:       Burlington will reimburse Hilco for all
                reasonable out-of-pocket expenses incurred
                during the engagement in connection with the
                Owned Properties, payable promptly following
                delivery of invoices setting forth in reasonable
                detail the nature and amount of such expenses.
                In addition, Burlington will reimburse Hilco for
                all expenses incurred in connection with its
                efforts to sell the Statesville Properties
                without regard to whether Hilco identifies the
                ultimate buyer. (Burlington Bankruptcy News,
                Issue No. 13; Bankruptcy Creditors' Service,
                Inc., 609/392-0900)

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


BURLINGTON: Completes Sale of Businesses to Springs Industries
--------------------------------------------------------------
Springs Industries, Inc., has completed the previously announced
acquisition of Burlington Industries' window treatments and
bedding consumer products businesses.

The sale of Burlington's businesses to Springs was approved on
May 2 by the U.S. Bankruptcy Court, which has jurisdiction over
Burlington's Chapter 11 reorganization.

The purchase includes physical assets, including a manufacturing
facility in Mexico, inventory and a license to use the
Burlington House(R) and American Lifestyle(R) brand names on
bedding, window treatments and certain other home furnishings.
In addition, Burlington has agreed to produce finished home
furnishings from its Reidsville and Stokesdale, NC, facilities
for up to one year for Springs, and will also supply fabrics
over several years that Springs will convert at its facilities
into finished products.

Crandall Bowles, chairman and chief executive officer of
Springs, said, "We are pleased to complete this acquisition.
The Burlington product lines and brand names fit well into our
strategy of offering retail customers the broadest selection of
home furnishings and recognized names available from a single
supplier in our industry."

Springs Industries supplies leading retailers with a complete
line of sheets, towels, comforters, rugs, window treatments and
other coordinated home furnishings designed to simplify home
decorating for every consumer.  The Company's major brands are
Wamsutta(R), Springmaid(R), Regal(R), Graber(R), Bali(R),
Nanik(R), and Dundee(R).  Springs also markets bed and bath
products for institutional and hospitality customers, home
sewing fabrics, and baby bedding and baby apparel products.  The
privately held company operates facilities in 13 U.S. states,
Mexico and Canada.

For more information about Springs Industries, visit
http://www.springs.com


COUNCIL TRAVEL: UST Amends Creditors' Committee Membership
----------------------------------------------------------
The U.S. Trustee amends the Official Unsecured Creditors'
Committee's membership in the chapter 11 cases involving Council
Travel Services, Inc. and its debtor-affiliates.  The U.S.
Trustee names these creditors, being among the largest unsecured
claimants who are willing to serve, to the panel:

     1. Virgin Atlantic Airways
        747 Belden Avenue
        Norwalk, Ct. 06850
        Attn: Anthony James
        (203) 750-2000

     2. Lufthansa German Airlines
        1640 Hempstead Tpke.
        East Meadow, New York 11554
        Attn: Monica Stadelmann
        (516) 296-9494

     3. US Airways
        2345 Crystal Drive
        Arlington, VA 22303
        Attn: Lali Kumar
        (703) 872-6552

     4. Air Pacific Ltd.
        841 Apollo Street, Suite 475
        El Segundo, CA 90245
        Attn: Candy Andrus
        (310) 524-9350 ext. 227

     5. Air New Zealand
        1960 E. Grand Avenue
        El Segundo, CA 90245
        Attn: Peter A. Walsh or Anne Bastos-Dias
        (310) 648-7000

     6. Qantas Airways
        203 Coward Street
        Mascot, NSW 2020
        61 2 9691 3636
             and
        Qantas Airways
        565 Fifth Avenue, 16 Floor
        New York, New York 10017
        Attn: Anne Fulford
        (212) 697-1883

     7. Wassner Properties
        P.O. Box 2132
        Lexington, Kentucky 40588
        Attn: William Wassmer, President
        (859) 253-9893

Council Travel, America's leader in student travel filed for
chapter 11 bankruptcy protection on February 5, 2002 in the U.S.
Bankruptcy Court for the Southern District of New York. Schuyler
Glenn Carroll, Esq. at Olshan Grundman Frome Rosenzweig &
Wolosky LLP represents the Debtors in their restructuring
efforts.


COVANTA ENERGY: Committee Taps Houlihan Lokey for Fin'l Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Covanta Energy
Corporation seeks the Court's authority to retain Houlihan Lokey
Howard & Zukin Financial Advisors, Inc. as its Financial
Advisor, nunc pro tunc to April 12, 2002.

Committee Chairman Brad Tirpak states that the Committee has a
pressing need of a financial advisor to assist them in analyzing
the critical restructuring alternatives and to help them guide
through negotiations regarding the Debtors' reorganization
efforts.

The Committee determines that Houlihan Lokey is well qualified
to serve the interests of the Committee because Houlihan Lokey
is a nationally recognized investment banking and financial
advisory firm with nine offices worldwide and more than 275
professionals. Moreover, Houlihan Lokey provides investment
banking and financial advisory service and execution
capabilities in a variety of areas, including financial
restructuring.  In fact, Houlihan Lokey has served as a
financial advisor in some of the largest and most complex
restructuring matters in the United States, including, serving
as the financial advisor to McLeod USA, Covad Communications
Company and Stage Stores, Inc. Houlihan Lokey has also acted as
the financial advisor to the official creditor committees in the
Chapter 11 cases of Enron Corp., Williams Communications Group
and Heilig-Meyers Furniture, Inc.

As the financial advisor, Houlihan Lokey will assist the
Committee in:

    (a) evaluating the assets and liabilities of the Debtors and
        their subsidiaries;

    (b) analyzing and reviewing the financial and operating
        statements of the Debtors and their subsidiaries;

    (c) evaluating the terms and reasonableness of the proposed
        transaction with Kohlberg Kravis Roberts & Co., and any
        other interested investors;

    (d) analyzing the business plans and forecasts of the
        Debtors and their subsidiaries;

    (e) evaluating all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate
        protection, and any exit financing in connection with
        any plan of reorganization and any budgets relating
        thereto;

    (f) helping with the claim resolution process and
        distributions relating thereto;

    (g) providing such specific valuation or other financial
        analyses as the Committee may require in connection with
        the case;

    (h) assessing the financial issues and options concerning
        the sale of any assets of the Debtors, either in whole
        or in part, an  the Debtors' plan of reorganization or
        any other plan of reorganization;

    (i) preparation, analysis and explanation of the Plan to
        various constituencies; and

    (j) providing testimony in court on behalf of the Committee,
        if necessary.

In return, the Debtors will pay Houlihan Lokey:

    (a) a Monthly Fee of $150,000;

    (b) a Transaction Fee equal to the sum of 1% of the market
        value of all cash and other securities pursuant to the
        Transaction by holders of unsecured claim amounts,
        subject to a maximum of $1,000,000; and

    (c) reimbursement of reasonable out-of-pocket expenses.

Since the compensation is on a fixed rate, Jonathan B.
Cleveland, a director of Houlihan Lokey, says Houlihan Lokey
will not provide detailed time records in its compensation
application.

Mr. Cleveland further reports that Houlihan Lokey:

    (a) is not a creditor, equity security holder or insider of
        the Debtors;

    (b) is not and was not an investment banker for any
        outstanding security of the Debtors;

    (c) has not been, within three years before the date of the
        filing of the Chapter 11 cases, an investment banker for
        the security of the Debtors or an attorney for such an
        investment banker in connection with the offer, sale or
        issuance of a security of the Debtors; and

    (d) is not and, was not, within two years before the
        Petition Date, a director, officer or employee of the
        Debtors or of any investment banker.

Mr. Tirpak concludes that the employment of Houlihan Lokey is
supported by Section 328(a) of the Bankruptcy Code, which
provides that the Committee, "with the Court's approval may
employ or authorize the employment of a professional persona
under Section 1103 on any reasonable terms and conditions of
employment, including a retainer". (Covanta Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CROWN RESOURCES: Colorado Court Confirms Plan of Reorganization
---------------------------------------------------------------
Crown Resources Corporation said that its Plan of Reorganization
to emerge from Chapter 11 Bankruptcy has been confirmed by the
United States Bankruptcy Court for the District of Colorado. The
Plan was overwhelmingly approved by 100% of the holders of
Crown's $15 million-5.75% Convertible Subordinated Debentures,
due August 2001 who voted and 99% of the shares of common stock
voted. The Plan becomes effective on June 10, 2002.

The Plan was developed on a pre-negotiated basis in consultation
with Crown's major creditors, including the Debenture holders
and holders of its $3,600,000 10% Convertible Secured Promissory
Notes due October 2006. Crown filed its voluntary petition under
Chapter 11 of the United States Bankruptcy Code on March 8,
2002, and its Plan of Reorganization and Disclosure Statement on
March 25, 2002. Crown was represented in Chapter 11 by the law
firm of Rubner, Padjen and Laufer.

The Plan provides for a 5 for 1 reverse split of the currently
outstanding common stock upon the effective date, while
maintaining the conversion and exercise prices of the Senior
Notes, the notes issued under the Plan, and warrants. On a fully
diluted basis, assuming conversion of all of the outstanding
debt, and exercise of all warrants, the Company will have 40.7
million shares outstanding, with the Secured Note holders owning
approximately 52%, the Debenture holders owning approximately
41%, and current shareholders controlling approximately 7% of
the fully diluted common stock. Upon the effective date, and
after paying the Debenture holders $1.0 million, Crown will have
approximately $2.1 million in cash from the Senior Note
financing, currently held in escrow.

Mr. Christopher Herald, CEO of Crown, stated that: "Although
Chapter 11 Reorganization is always difficult, we believe our
Plan provides the best opportunity for all stakeholders to share
in what we believe is a very bright future for Crown. Crown has
strengthened its balance sheet and currently has no required
cash outlays for interest payments for the next four and a half
years. We will now pursue the permitting the high-grade 1.4
million ounce Crown Jewel gold project in Washington state as an
underground mine."

Crown is a U.S. domiciled gold exploration company whose major
assets are the Crown Jewel Project located in north-central
Washington State and a 41.2% interest in Solitario Resources
Corporation (symbol SLR on the TSE). Crown is traded on the OTC
Bulletin Board under the trading symbol CRRS.


EOTT ENERGY: Files 2001 Annual Report on Form 10-K with SEC
-----------------------------------------------------------
EOTT Energy Partners, L.P. (NYSE: EOT) announced the filing of
its Annual Report on Form 10-K with the Securities and Exchange
Commission.  Excluding the impact of nonrecurring items, net
income for 2001 totaled $13.8 million, compared to $13.2 million
for the full year of 2000.  The reported net loss for 2001 of
$15.2 million includes a $29.1 million non-cash write-off of the
remaining value assigned to the storage and tolling contracts
with Enron Gas Liquids, Inc., a wholly owned subsidiary of Enron
that is in bankruptcy.  Excluding nonrecurring items, the net
loss for fourth quarter 2001 was $4.0 million compared to net
income of $3.7 million for the fourth quarter 2000.

"Stabilizing our operations and strengthening our business in
the wake of Enron's bankruptcy continue to be our primary
objectives," said Dana R. Gibbs, President and Chief Executive
Officer of EOTT Energy Corp.  "In the last several months, we
have selected a new auditing firm, gained the ability to solicit
term customers for our MTBE and storage facilities, closed new
term credit facilities, and restructured our Board of Directors
so that independent directors now represent a majority of the
Board.

"In addition to the issues, impacts and uncertainties arising
from Enron's decline and bankruptcy, the fourth quarter was a
significant disappointment from the standpoint of our operating
results, particularly in light of the favorable track record we
had previously established," Gibbs said.  "Weak market
conditions throughout the fourth quarter, reduced marketing and
trading activities due to heightened credit concerns, higher
environmental costs, a write-off of costs associated with the
cancelled recapitalization plan, and higher interest and credit
costs under the interim credit facilities were key factors in
the net loss for the quarter."

                    Review Of Operations

Excluding nonrecurring and unusual items, earnings before
interest, taxes, depreciation and amortization (EBITDA) was
$14.6 million for the fourth quarter of 2001 compared to $19.3
million in 2000.  The lower EBITDA is attributable mainly to a
decrease of $6.0 million in gross profit, to $18.6 million.
Decreases in gross profit from the North America - East of
Rockies and Pipeline segments of $11.6 million and from West
Coast operations of $2.3 million, were partly offset by an $8.0
million contribution from the Liquids assets acquired in June
2001.  Lower results for the North America - East of Rockies and
Pipeline segments reflect the impact of (1) weak fourth quarter
2001 market conditions for our lease gathering and pipeline
throughput volumes, (2) a $1.8 million reduction in the fair
value of EOTT's crude contracts portfolio due to credit concerns
related to Enron's bankruptcy, and (3) $3.8 million of higher
environmental costs related primarily to increased estimates for
future remediation costs.  Lower results from West Coast
operations reflect the June 2001 sale of EOTT's West Coast crude
assets and lower results from our products marketing operation.
Additionally, corporate costs were $0.4 million higher than
fourth quarter 2000, reflecting the write- off of $1.2 million
of costs related to EOTT's cancelled recapitalization plan,
announced in September 2001, partly offset by lower employee
expenses.

Total crude lease volumes for the North America - East of
Rockies segment averaged 343,800 barrels per day, a decline of
12 percent from 2000, reflecting the elimination of certain low
margin lease volumes in early 2001 and the impact of increased
credit costs in the fourth quarter.  Pipeline transportation
volumes averaged 489,300 barrels per day, a 10 percent decline
from 2000, largely reflecting the lost volume by the North
America - East of Rockies segment.  For the first quarter of
2002, crude oil lease and pipeline transportation volumes have
declined an additional approximate 10 percent from the fourth
quarter of 2001, reflecting the continuing effects of increased
credit cost and the Enron bankruptcy.

                         2002 Outlook

For 2002 guidance, EOTT currently forecasts an increase in
EBITDA of approximately 10 percent above recurring EBITDA for
2001 of $84.5 million. This reflects the impact of a full year
of operating results from EOTT's Liquids assets acquired in June
2001.  Net income for 2002 resulting from the EBITDA guidance is
currently estimated to be approximately $0.40 per unit,
reflecting the offsetting impact of higher interest expense and
credit cost.

                    Additional Information

Comparative financial results released Friday reflect the impact
of an accounting revision related to the loss on closing of a
natural gas liquids contract previously disclosed in 1999 and
2000.  This revision, requested by the Securities and Exchange
Commission, has no impact on full-year 2000 results but shifts
net income between quarters, with net income for the fourth
quarter of 2000 decreased by $0.4 million.  The total amount of
this loss was previously reported in the third quarter of 2000.

Additionally, in response to SEC comments regarding a $6.2
million loss on unauthorized trading activities, initially
reported in the fourth quarter of 1999, EOTT is restating 1998
and 1999 financial results with respect to the timing of the
recognition of this loss.  This restatement results in a $1.0
million increase in full year 1999 results of operations and a
corresponding decrease in full year 1998 results.  The
restatement of EOTT's financial statements for the years 1998
and 1999, and the quarterly periods in 1999 and 2000 requires
either the issuance of an updated audit opinion covering the
years 1999 and 2000 from Arthur Andersen LLP or the issuance of
a new audit opinion covering those years by a new independent
accountant.  Since Andersen has advised EOTT that they will not
issue an updated opinion due to the independence issues related
to their resignation, and PricewaterhouseCoopers LLP's
engagement was limited to an audit of 2001, EOTT has filed
unaudited financial statements for the years 1999 and 2000 with
its 2001 Annual Report on Form 10-K.

The delay in reporting of EOTT's 2001 results stemmed from
events and circumstances surrounding Enron's bankruptcy,
including the resignation of EOTT's former auditors, and efforts
to appoint new independent directors who comprise EOTT's audit
committee.  The company expects to release first quarter 2002
results and file its Quarterly Report on Form 10-Q with the SEC
shortly. The company will host a conference call for analysts to
discuss 2001 and 2002 first quarter results and full year
expectations upon the release of first quarter results.

EOTT Energy Partners, L.P. is a major independent marketer and
transporter of crude oil in North America.  EOTT transports most
of the lease crude oil it purchases via pipeline that includes
8,000 miles of active intrastate and interstate pipeline and
gathering systems and a fleet of 260 owned or leased trucks.
EOTT Energy Corp., a wholly owned subsidiary of Enron Corp., is
the general partner of EOTT Energy Partners, L.P. with
headquarters in Houston. The Partnership's Common Units are
traded on the New York Stock Exchange under the ticker symbol
"EOT".

At September 30, 2001, EOTT Energy Partners reported having a
working capital deficit of about $178 million.


EOTT ENERGY: Trammo Acquires Refined Products Marketing Business
----------------------------------------------------------------
Trammo Petroleum, Inc. and EOTT Energy Operating Limited
Partnership announced that Trammo Petroleum has purchased EOTT's
West Coast refined products marketing business.  The
effective date of the purchase is June 1, 2002.  Trammo is an
affiliate of New York-based Transammonia, Inc.  EOTT is a
subsidiary of EOTT Energy Partners, L.P. (NYSE: EOT).

Trammo Petroleum will continue the wholesale marketing of
refined products currently conducted by EOTT in the California
and Pacific Northwest markets. Trammo Petroleum will focus on
providing high quality service, meeting the needs of existing
customers, as well as looking for opportunities to grow the
business.  The operating headquarters for Trammo Petroleum's
West Coast operations will be in Long Beach, CA.

Transammonia, Inc. is an international merchandizing firm that
markets, distributes and transports ammonia, fertilizer,
liquefied petroleum gases, petrochemicals, crude oil and oil
products.  Trammo Petroleum's acquisition of EOTT's West Coast
refined products marketing business is consistent with its
strategy of diversifying activities.  For further information
regarding Trammo Petroleum, please contact John Nowlan: (713)
289-8900.

EOTT Energy Partners, L.P. is a major independent marketer and
transporter of crude oil in North America.  EOTT transports most
of the lease crude oil it purchases via pipeline that includes
8,000 miles of active intrastate and interstate pipeline and
gathering systems and a fleet of 260 owned or leased trucks.
EOTT Energy Corp., a wholly owned subsidiary of Enron Corp., is
the general partner of EOTT Energy Partners, L.P. with
headquarters in Houston. The Partnership's Common Units are
traded on the New York Stock Exchange under the ticker symbol
"EOT."


ENRON CORP: Committee Wins Escrow of Broadband L/C Proceeds
-----------------------------------------------------------
Pursuant to certain pre-petition transactions among Enron, Enron
Broadband Services Inc., Enron Broadband Services LP, Backbone
Trust I, and Backbone Trust II, among others, Backbone I is the
beneficiary of the Irrevocable Standby Letter of Credit No.
3041002 issued by Bank of America N.A. in the amount of
$47,401,100.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, explains that Backbone I has the right to demand
payment on the Letter of Credit on and after April 1, 2002.
Backbone I did just that.  On April 1, 2002, Backbone I
presented the Letter of Credit to Bank of America for payment
and Bank of America honored such representation.  The LC
Proceeds are currently in the possession of Backbone I,
according to Mr. Despins.

Pursuant to the Pre-petition Transactions, Backbone I is
obligated to distribute the LC Proceeds in accordance with that
certain trust agreement dated December 20, 2000 and amended as
of September 30, 2001 by and among Wilmington Trust Company, as
owner trustee, and the holders of certificates from time to
time.

Mr. Despins tells the Court that causes of action may exist with
respect to the Backbone Trusts and the Pre-petition Transactions
that may result in the LC Proceeds being treated as property of
the Debtors' estates for the benefit of creditors.  "In order to
eliminate any potential prejudice to the Debtors and their
estates from the disbursement of the LC Proceeds in accordance
with the Trust Agreement, the Committee requested from ABN Amro
Bank N.V., Fleet National Bank, and the Backbone Trusts, and
such parties agreed, prior to the draw on the LC, that the LC
Proceeds be escrowed in order to afford the Committee an
opportunity to investigate the transactions involving the
Backbone Trusts and the Pre-petition Transactions," Mr. Despins
relates.

In a stipulation, the parties agree that:

  (1) The LC Proceeds will be placed in escrow by Backbone I
      with Wilmington Trust Company as escrow agent from the
      date of the approval of the Stipulation and Consent Order
      on which date Backbone I, upon written direction from ABN
      and Backbone II, will place the LC Proceeds in an escrow
      account with the Escrow Agent until and including the
      latest of:

      (a) September 2, 2002,

      (b) such later date as the Backbone Trusts, ABN Amro Bank,
          Fleet National Bank, and the Official Committee of
          Unsecured Creditors may agree in writing, and

      (c) such later date as the Court may determine, which all
          parties specifically reserve their rights to pursue or
          oppose;

      provided however that the Escrow Period will continue
      while any application to the Court to extend the Escrow
      Period or relating to the LC Proceeds is pending, unless
      the Court has neither signed nor entered any order
      in respect of the matter on or before October 17, 2002;

  (2) After the end of the Escrow Period, the Escrow Agent will
      disburse the LC Proceeds in accordance with the written
      direction of Backbone I, ABN, and Backbone Trust II; and

  (3) The terms of this Stipulation and Consent Order are
      without prejudice to:

           (i) the rights of the Committee to request that the
               Escrow Period be extended by the Court, and

          (ii) the rights of the Backbone Trusts, ABN, and Fleet
               to oppose any request by the Committee to extend
               the Escrow Period.

      The Committee has advised the Backbone Trusts, ABN, and
      Fleet that it will likely seek an extension of the Escrow
      Period from the Court and the Backbone Trusts, ABN, and
      Fleet have advised the Committee that they will oppose any
      such request.  Any such request to extend the Escrow
      Period will be heard before the Court on August 22, 2002
      at 10:00 a.m., unless rescheduled to an earlier date.  All
      pleadings seeking an extension of the Escrow Period must
      be filed with the Court and served at least 10 days prior
      to the Hearing, and any response to the request must be
      filed with the Court and served at least three business
      days prior to the Hearing.

By this motion, the Official Committee of Unsecured Creditors
asks the Court to approve the Stipulation and Consent Order.
(Enron Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: Gets Court Nod to Sell 772 Contracts to Select Energy
------------------------------------------------------------
Enron Corporation and its debtor-affiliates obtained Court
approval to assume, assign and sell 772 transmission congestion
contracts to Select Energy New York Inc.

Select Energy New York Inc. has agreed that the final purchase
price for the TCCs is $6,200,000.  It has agreed to deposit
$2,000,000 with the Debtors by the close of business on May 17,
2002.  The Court rules that such deposit is non-refundable,
except for default by the Debtors. (Enron Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EXIDE: Looks to Pachulski Stang to Prosecute Chapter 11 Cases
-------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained Court
approval to employ and retain Pachulski Stang Ziehl Young &
Jones P.C. as their bankruptcy counsel with regard to the filing
and prosecution of their Chapter 11 Cases. Accordingly, the
Debtors request the entry of an order pursuant to Bankruptcy
Code Section 327(a) authorizing them to employ and retain
Pachulski as their attorneys under a general retainer to perform
the legal services that will be necessary during the Chapter 11
Cases.

Craig H. Muhlhauser, the Debtors' President and Chief Executive
Officer, explains that the Debtors seek to retain Pachulski as
their attorneys because of Pachulski's extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under chapter 11 of the Bankruptcy Code
and because of the Firm's expertise, experience and knowledge
practicing before this Court. In preparing for its
representation of the Debtors in these cases, Pachulski has
become familiar with the Debtors' business and affairs and many
of the potential legal issues that may arise in the context of
the Chapter I1 Cases.

Subject to Court approval in accordance with Bankruptcy Code
Section 330(a), compensation will be payable to Pachulski on an
hourly basis, plus reimbursement of actual, necessary expenses
and other charges incurred by the firm. The principal attorneys
and paralegals presently designated to represent the Debtors and
their current standard hourly rates are:

      Laura Davis Jones           $550.00 per hour
      James E. O'Neill            $370.00 per hour
      Christopher J. Lhulier      $260.00 per hour
      Kathleen M. DePhillips      $225.00 per hour
      Karina Yee                  $125.00 per hour

The professional services that Pachulski will render to the
Debtors include, but are not be limited to, the following:

A. provide legal advice with respect to their powers and
    duties as debtors in possession in the operation and
    reorganization of their businesses and their properties;

B. prepare and pursue confirmation of a reorganization plan
    and approval of a disclosure statement;

C. prepare on behalf of the Debtors necessary applications,
    motions, answers, orders, reports and other legal papers;

D. appear in Court and to protect the interests of the Debtors
    before the Court; and

E. perform all other legal services for the Debtors which may
    be necessary and proper in these proceedings. (Exide
    Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXIDE2) are trading at
about 14.5, DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2


FARMLAND: Smithfield Foods Disappointed with Bankruptcy Filing
--------------------------------------------------------------
Smithfield Foods, Inc. issued a statement in response to
Farmland Industries Inc.'s announced intention to declare
bankruptcy:

     "It is very disappointing to us and, we expect, to many of
the 600,000 individual farmers who own Farmland, that the co-
op's management chose the uncertainty of bankruptcy rather than
explore the far more secure and valuable alternative that we
proposed, which would have averted bankruptcy. There are 21,000
individual farmers who hold subordinated debt in Farmland, and
the value of their investments could be seriously harmed in the
bankruptcy process.  We wish Farmland well in managing the
challenges ahead."

Smithfield Foods has delivered a 28 percent average annual
compounded rate of return to investors since 1975.  In the last
15 years, the company's share price has outperformed the S&P 500
Index by more than 350 percent.  With annual sales of $8
billion, Smithfield Foods is the leading processor and marketer
of fresh pork and processed meats in the United States, as well
as the largest producer of hogs.  For more information, please
visit http://www.smithfieldfoods.com


FARMLAND: Smithfield Eyes Combination with Refrigerated Foods
-------------------------------------------------------------
Smithfield Foods, Inc., confirmed that it sent a letter Thursday
to Farmland Industries, Inc. requesting a meeting today to
discuss the possible combination of Smithfield Foods and the
company's Refrigerated Foods Group (pork and beef processing).
The company said that it was prepared to deliver full value to
Farmland in any such transaction and to advance the funds to
Farmland to enable them to pay the required principal payment to
their lenders due Friday last week.

"Our proposal provides Farmland with an alternative that we
believe will enable it to avert a bankruptcy, preserve its
members' equity and any attendant uncertainty regarding their
businesses, protect the interests of Farmland's creditors
(including holders of subordinated debt) and solve Farmland's
liquidity crisis," said Richard J.M. Poulson, Smithfield Foods'
executive vice president and senior adviser to the chairman.


FORMICA CORPORATION: Hires Gibbons Del Deo as Special Counsel
-------------------------------------------------------------
Formica Corporation and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Gibbons, Del Deo, Dolan,
Griffinger, & Vecchione, PC, as special counsel.

The Debtors will look to Gibbons Del Deo for work in connection
with:

     i) a patent infringement action entitled Alloc. Inc. et al.
        v. Formica Corporation, which was commenced in the
        United States District Court for the District of
        Delaware in or about December, 2001;

    ii) general representation with respect to intellectual
        property and patent matters; and

   iii) a motion for determination of adequate assurance of
        payment with respect to one or more of the Debtors'
        utility providers who request additional assurances of
        payment that the Debtors believe are unreasonable.

According to the affidavit of Karen Giannelli, Esq., Gibbons Del
Deo's billing rates currently range from:

         attorneys              $145 to $500 per hour
         paraprofessionals      $60 to $150 per hour

Formica, together with its debtor and non-debtor-affiliates is a
preeminent worldwide manufacturer and marketer of decorative
surfacing materials. The company filed for chapter 11 protection
on March 5, 2002. Alan B. Miller, Esq. and Stephen Karotkin,
Esq. at Weil, Gotshal & Manges LLP represent the Debtors in
their restructuring efforts. As of September 30, 2001, the
Company reported a consolidated assets of $858.8 million and
liabilities of $816.5 million.


FOSTER WHEELER: Gets Credit Facility Extension to June 30, 2002
---------------------------------------------------------------
Foster Wheeler Ltd. (NYSE:FWC) today announced that it has
obtained further extensions through June 30, 2002 of both its
waiver under its current revolving credit facility and the
forbearance of remedies for its lease financing facility.

The company said that it is continuing to negotiate with its
bank lending group for a long-term credit facility.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operation and environmental services. The
corporation is based in Hamilton, Bermuda, and its operational
headquarters are in Clinton, N.J. For more information about
Foster Wheeler, go to http://www.fwc.com

DebtTraders reports that Formica Corp.'s 10.875% bonds due 2009
(FORMICA1) are trading at about 18.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORMICA1for
real-time bond pricing.


GALEY & LORD: Committee Wins Nod for Dewey Ballantine Retention
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Galey & Lord, Inc., secured authority from
the U.S. Bankruptcy Court for the Southern District of New York
to retain Dewey Ballantine LLP as its Counsel.

Dewey Ballantine will provide legal services at its regular
hourly rates:

          members                  $485 to $720
          counsel and associates   $245 to $505
          paraprofessionals        $140 to $225

Dewey Ballantine is expected to:

     a) assist, advise and represent the Committee with respect
        to the administration of these cases, as well as all
        issues arising from or impacting the Debtors, the
        Committee or these chapter 11 cases;

     b) provide all necessary legal advice with respect to the
        Committee's powers and duties;

     c) assist the Committee in maximizing the value of the
        Debtors' assets for the benefit of all creditors;

     d) pursue confirmation of a plan of reorganization;

     e) investigate, as the Committee deems appropriate, among
        other things, the assets, liabilities, financial
        condition and operations of the Debtors;

     f) commence and prosecute any and all necessary and
        appropriate actions/proceedings on behalf of the
        Committee that may be relevant to these cases;

     g) review analyze or prepare, on behalf of the Committee,
        all necessary applications, motions, answers, orders,
        reports, schedules and other legal papers;

     h) communicate with the Committee's constituents and other
        as the Committee may consider desirable in furtherance
        of its responsibilities;

     i) appear in Court to represent the interest of the
        Committee;

     j) confer with professional advisors retained by the
        Committee so as to more properly advise the Committee;

     k) advise the Committee with respect to local practices and
        procedures as well as the rules of the Southern District
        of New York; and

     l) perform all other legal services for the Committee that
        are appropriate and necessary in these chapter 11 cases.

G&L, a leading global manufacturer of textiles for sportswear,
including cotton casuals, denim, and corduroy, and is a major
international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates. When the Company filed for protection from its
creditors, it listed $694,362,000 in total assets and
$715,093,000 in total debts.

Galey & Lord Inc.'s 9.125% bonds due 2008 (GNL1), DebtTraders
reports, are quoted at a price of 14. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1for
real-time bond pricing.


GLENOIT CORP: Solicitation Period Stretched through June 10
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Glenoit Corporation and its debtor-affiliates obtained
an extension of their exclusive solicitation period to obtain
creditor support for its proposed chapter 11 plan.  The Court
rules that the Debtors shall file their Disclosure Statement
with respect to their Plan and have the exclusive right to
solicit acceptances of that Plan through June 10, 2002.

Headquartered in New York City, Glenoit Corporation is a
domestic manufacturer of small rugs, knit pile fabrics and an
importer and manufacturer of home products such as quilts,
comforters, shams, shower curtains, table linens, pillows and
pillowcases with operations in North Carolina, Ohio, California
and Canada. The Company filed for Chapter 11 protection on
August 8, 2000. Joel A. Waite, Esq. at Young, Conaway, Stargatt
& Taylor represents the Debtors in their restructuring efforts.


GLOBAL CROSSING: Committee Taps Deloitte & Touche as Accountants
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Global Crossing
Ltd. sought and obtained Court authority to retain Deloitte &
Touche LLP as accountants and restructuring consultants in the
Chapter 11 cases, nunc pro tunc to March 6, 2002.

Richard C. Nilsson, Co-Chairperson of the Committee, relates
that the general nature of services that Deloitte will perform
for the Committee in assisting the Committee may include, but
are not limited to, the following as requested by the Committee
and as agreed to by Deloitte:

A. Assist the Committee to analyze inter-company transfers of
   funds;

B. Assist the Committee to review cash management procedures and
   controls;

C. Assist the Committee to analyze the financial ramifications
   of the proposed transactions for which the Debtors seek
   Bankruptcy Court approval, including, but not limited to,
   cash advances to non-filed affiliates;

D. Assist the Committee to analyze the Debtors' internally
   prepared financial statements in order to evaluate the
   performance of the Debtors as compared to their projected
   results;

E. Attend and advise at meetings with the Committee and its
   Counsel;

F. Attend meetings with the Debtors and their representatives
   and advisors;

G. Assist the Committee to evaluate proposed employee retention,
   severance, and incentive compensations plans;

H. As may be agreed to by Deloitte and subject to a separate
   engagement letter, as appropriate, provide accounting
   assistance in connection with potential litigation that
   may be investigated and/or prosecuted by the Committee;

I. As may be agreed to by Deloitte and subject to a separate
   engagement letter, as appropriate, render expert testimony on
   behalf of the Committee;

J. As may be agreed to by Deloitte and subject to a separate
   engagement letter, as appropriate, provide assistance in
   connection with the Committee's analysis of potential
   avoidance actions and fraudulent transfers;

K. Participate, if requested, in analyzing proposed plans of
   reorganization and alternative exit strategies; and

L. Provide such other services, as may be requested by the
   Committee and as agreed to by Deloitte.

Mr. Nilsson contends that Deloitte has significant
qualifications and experience in performing the scope of work
described above. At the Committee's request, Deloitte has begun
to provide services on behalf of the Committee as of March 6,
2002, and requests nunc pro tunc retention to such date.

Kenneth A. Simon, a member of the law firm of Deloitte & Touche
LLP, informs the Court that Deloitte intends to charge for its
professional services on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date
services are rendered and seek reimbursement of reasonable
expenses. Deloitte's regular hourly rates by classification are,
at present:

       Level                              Range of Rates
       -----------------------------      --------------
       Partners/Directors/Principals       $450 to $620
       Senior Managers                     $350 to $500
       Managers                            $275 to $460
       Senior Consultant                   $175 to $340
       Consultants                         $125 to $195

Mr. Simon assures the Court that Deloitte has no connection with
the Debtors, their significant creditors, the Office of the U.S.
Trustee or significant parties in interest in these Chapter 11
cases or to the Debtors' attorneys or accountants. However,
Deloitte currently perform or have previously performed services
in matters unrelated to these Chapter 11 cases for the following
entities or have other relationships, such as banking
relationships, with such entities:

A. Largest Unsecured Creditors: US Trust Company, JP
   Morgan/Chase Bank, Lucent Technologies, Alcatel, SBC
   Communications, Verizon, Chase Manhattan Bank, Nortel
   Networks, Cincinnati Bell Telephone, Cisco, Bell South
   Corporation, Mastec North America Inc., MCI
   Telecommunications, Qwest, Citizens Communications/Frontier,
   AT&T, Tekelec, Accenture, Alltel, Sprint, Anixter, United
   Telephone, Century Telephone, Kajima, Mercer Consulting,
   Encompass, Gotham Group Incorporated, Bell Atlantic, Comp
   USA, Shipley Logan Communications, Sonus Networks Limited,
   Primus Telecommunications, Media Partnership/Gotham, Hitachi
   Telecom USA, Frontline, MCSI, Level 3, Teachers Insurance and
   Annuity Association of America, Bank of New York, Hartford
   Insurance Company, Morgan Stanley Asset Management,
   Northwestern Mutual Life Insurance, PPM America Inc., and
   Nationwide Insurance;

B. Lenders: ABN AMRO Bank NV, BA Rabobank International, Bank
   Leumi, Bank of America, Bank of China, Bank of Hawaii, Bank
   of Montreal, Bank One, Bank United, Barclays Bank PLC,
   Bayerische Hypo-und Vereinsbank AG, Bayerische Landesbank
   Girozentrale, BHF Capital Corp., Chang Hwa Commercial Bank
   Ltd., CIBC, Citicorp USA, City National Bank, CoBank AC,
   Credit Lyonnaise New York Branch, Deutsche Bank AG, Dresdner
   Bank AG, Erste Bank, First Union National Bank, Fleet
   National Bank, General Electric Capital Corp., Goldman Sachs
   Credit Partners, IBM Credit Corp., KBC Bank, Merrill Lynch
   Capital Corp., Mitsubishi Trust and Banking Corp., Royal Bank
   of Canada, The Bank of Nova Scotia, The Bank of Tokyo-
   Mitsubishi, The Chase Manhattan Bank, The Dai Ichi Kangyo
   Bank, The Industrial Bank of Japan, Toronto Dominion, and
   WestLB; and

C. Law Firms: Debervoise & Plimpton, Brownstein Hyatt & Farber
   PC, Greenberg Traurig LLP, Paul Weiss Rifkind Wharton &
   Garrison, and Wilkie, Farr & Gallagher. (Global Crossing
   Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


GLOBAL CROSSING: Shareholder's Move to Block Extension Fails
------------------------------------------------------------
Michael S. Pascazi, president of Fiber Optek Interconnect Corp.,
said that as a shareholder of Global Crossing Ltd. (OTC BB:
GBLXQ), he has filed with the U.S. Bankruptcy Court an objection
to the Debtors' Motion to extend the exclusive period during
which the debtors may file a Chapter 11 Plan of Reorganization
and Solicit Acceptance thereof.

Global Crossing filed a motion with the court asking that their
exclusive periods during which no other party may submit a plan
of reorganization or solicit acceptance thereof be extended to
Nov. 29, 2002. Pascazi believes that, given the losses that
Global Crossing continues to incur, by Nov. 29 there will be
little of the company left to reorganize.

Global Crossing reported to the court losses totaling $323
million for the first two months after its Chapter 11 filing.

With the recent collapse of the proposed Hutchison Whampoa
investment, Pascazi said, Global Crossing has demonstrated no
probable success for reorganization. "To the contrary," he
added, "this failure sets the creditors back substantially."

"I believe the balance of negotiating strength has shifted
towards the debtors and away from the creditors," he asserted,
"and will continue to do so the longer this case drags on
without a light at the end of the tunnel."

Pascazi has asked the court to allow the exclusive period to
expire and allow others to put forward a plan of reorganization.
His company, Fiber Optek, is prepared to file such a plan,
details of which were made public May 20. Fiber Optek, however,
cannot file a plan until the debtors' rights under Section 1121
of the U.S. Bankruptcy Code expire.

The entire text of Pascazi's objection can be found at
http://www.gblxplan.comor at the official Web site for the U.S.
Bankruptcy Court Southern District of New York.

Pascazi asserted that he and his firm, Fiber Optek, stand ready
to offer any assistance to outside investors looking toward
playing a role in the restructuring of Global Crossing.

                         *   *   *

Judge Gerber listened to Mr. Pascazi's comments yesterday
morning and rejected them.  Global Crossing's case is complex
and that alone is cause under Sec. 1121 to extend the Debtors'
exclusive period.  Global Crossing has the exclusive right,
until September 16, 2002, to file a plan of reorganization in
its chapter 11 cases.

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008 (GBLX3),
DebtTraders reports, are trading at about 2.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for
real-time bond pricing.



GLOBAL INTERACTIVE: Interactive Systems Wants to Buy All Shares
---------------------------------------------------------------
Interactive Systems Worldwide Inc. (NASDAQ: ISWI) said that the
Company and the shareholders of Global Interactive Gaming
("GIG") have signed a Letter of Intent relating to the Company's
acquisition of 100% of the shares of GIG.

The primary financial terms are:

     1. The Company will pay to Prisma iVentures Ltd., GIG's
principle shareholder, $430,000. In addition, GIG will assume
responsibility for certain other financial obligations of a
Kirch affiliated company, which will not exceed $95,000.

     2. The Company will issue 60,000 shares of a new class of
Preferred Stock to MultiSports Games Development Inc., a
minority shareholder of GIG. Each share of Preferred Stock will
have one vote, and will accrue an annual dividend of $.06. Each
share of Preferred Stock is convertible into 10 shares of the
Company's Common Stock at an exercise price of $15 per share of
Common Stock.

     3. GIG will distribute 115,043 of its Warrants to purchase
the Company's Common Stock, which were granted to GIG in March
2000 in connection with the signing of the License Agreements,
to MultiGames. GIG will distribute another 42,609 of these
Warrants to Peter Sprogis, another minority shareholder of GIG.
The remaining 265,435 of these Warrants will be returned to the
Company to be cancelled or used for other purposes. These
Warrants are exercisable at $4.38 per share and expire on March
16, 2005.

     4. The entire amount remaining in the Escrow Account under
the License Agreement with GIG, currently approximately $3.3
million, will be relinquished to the Company.

     5. All loans and other obligations between GIG and its
shareholders and/or any affiliated companies will be terminated.

The above terms do not include any options, or other financial
incentives, which may be granted in the future to management or
other key employees of GIG who continue with GIG after the
acquisition. The LOI is non-binding, and the closing of the
transaction is subject to the execution and delivery of
definitive agreements related to the acquisition of GIG. It is
anticipated that the agreements will be subject to various
conditions, including that PiV is liquidated solvently. The
final transaction is expected to close by the end of June 2002.

President Bernard Albanese stated, "The Company is excited to be
able to acquire GIG under these terms, and to put an end to the
uncertainty of recent months. The financial difficulties of the
Kirch Group, and its effect on GIG, became a distraction to the
management of both companies, and have contributed to minor
delays in the system rollout. We are happy that now both
companies will be able to focus on the important tasks of
marketing and system deployment. We believe that the available
funds will allow the business to be successful in the intended
market."

The available funds, approximately $12 million, are sufficient
to operate the combined companies for about 15 months. This time
period should be sufficient to launch the game into the market
and determine the ultimate acceptance in the wagering and
entertainment market. The success of the Company remains
dependent upon acceptance of the product by the potential users.
If successful, the rewards to the Company can be greater than
had ISWI and GIG remained separate companies. If it is
advantageous, the Company will have the ability to purse other
licensees in additional markets related to gaming and contests.

Utilizing a staff of over 20 members, GIG has continued to
pursue its marketing efforts, and is currently in negotiations
with additional interactive television providers and other
potential partners. If this transaction is successfully
completed, the Company will be able to better control the
dissemination of additional information about GIG and its
marketing initiatives.

ISWI announced that GIG has delayed the rollout of the
SportXction(TM) System for use during the World Cup. Although
testing of the system has proceeded without any significant
problems, GIG advised ISW that its Internet partner that was to
support rollout did not sign an agreement, the terms of which
had been agreed, due to the partners' unrelated financial
difficulties. Although GIG will attempt to secure arrangements
with another company for such rollout during the course of the
World Cup, it is impossible to predict whether GIG's efforts
will be successful. If the World Cup rollout does not take
place, initial use of the live system is likely to be delayed
for use with interactive television until the Premier League
begins its new season in August 2002.

As expected, due to the failure of the Kirch Group to continue
to fund GIG, GIG did not make its required minimum royalty
payment into the Escrow Account on May 15, 2002, as required by
the License Agreements. Accordingly, the Company has informed
GIG that they are in default of the License Agreements.

SportXction(TM) is a patented, real-time, software system, which
allows a player to make play-by-play wagers on a sporting event
while the event is in progress. Wagering may be conducted while
viewing a television broadcast of a sporting event. The wagers
offered are mostly oriented to short-term plays, for example, is
the next play a run or a pass, is the next pitch a ball or a
strike, does the shooter make two foul shots, and many more,
including parlays, in most sports. The wagers have odds
associated with them, which relate to the probable outcome of
the proposition being wagered upon, and the odds are adjusted in
real time by proprietary artificial intelligence software to
reflect player sentiment, as derived from the betting patterns.
The system also supports traditional, pre-game sports wagers.


ICH CORPORATION: Has Exclusive Right to File Plan Until Aug. 16
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, ICH Corporation and its debtor-affiliates obtained
an extension of their exclusive periods under Section 1121 of
the Bankruptcy Code.  The Court gives the Debtors until August
16, 2002 the exclusive right to file a plan of reorganization
and until October 15, 2002 to solicit acceptances of that Plan.

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


IT GROUP: City of Fresno Agrees to Pay $2.2 Million
---------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
approve their stipulation with Pittston Company to dismiss the
Debtors' motion prohibiting certain project owners from
withholding and offsetting payments due to Debtors as to
Pittston, each party to bear its own costs.

        Stipulation with the City of Fresno and Travelers

The Debtors obtained Court approval of their stipulation with
the City of Fresno and Travelers Casualty and Surety Company of
America to resolve disputes concerning the contract between the
Debtors and Fresno for the Fresno Landfill closure and
construction of a regional sports complex.

The parties stipulate and agree that:

A. Following Fresno's acceptance of the Stop Notice Release
   Bond, Fresno will make payments to the Debtors of funds due
   and owing in the amount of $2,296,151.  Fresno is
   currently holding these funds and will release $90,092 of
   that money retained to the Debtors; and

B. Five days following the Debtors receipt of payment from
   Fresno, the Debtors will remit all funds due and owing to the
   subcontractors working on the Fresno projects.  This is
   provided, however, that the payments to the subcontractors
   will not exceed $2,386,243;

            Third Stipulation with Fluor and Travelers

Debtors, Fluor and Travelers, obtained court permission to
extend the manner in which the parties dealt with the previous
invoices to the new invoice received on the WRAP Contract. The
Debtors have issued a third post-petition invoice to Fluor
relative to the WRAP contract, dated March 22, 2002.  It
reflects billings worth $3,127,199 not covered by previous
invoices.

The parties agree and stipulate that the Debtors may use any
funds paid by Fluor to the Debtors that are in excess of the
amounts required to make payments to respective subcontractors.
Qualifying types of reimbursement are:

A. any documented payments the Debtors have previously made
   during the Chapter 11 cases to critical vendors in
   connection with the WRAP contract; and,

B. to cover the Debtor's directly related labor, costs and
   overhead in an amount not to exceed $1,251,000. (IT Group
   Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


INSCI CORP: Brings-In Glodstein & Morris to Replace Andersen
------------------------------------------------------------
INSCI Corporation, on May 20, 2002, by a resolution of its Board
of Directors, resolved to change auditing firms and dismissed
Arthur Andersen LLP and retained Goldstein and Morris Certified
Public Accountants.

Andersen's report on the Company's financial statements for the
most recently completed fiscal year contained a paragraph
questioning the Company's ability to continue as a going
concern.

INSCI Corp is a friend to trees everywhere.  Electronic
statement presentation service provider INSCI, formerly
insci-statements.com, helps companies manage paperless documents
through digital archiving.  More than 400 companies use INSCI's
ESP+ Solutions (formerly COINSERV) to store and retrieve
documents, manage workflows, and process e-commerce
transactions.  ESP+ employs paperless storage formats such as
optical disk, CD, and tape.  About 60% of the company's sales
come from services including installation, maintenance,
training, and related consulting.  INSCI sells directly and
through alliances with such tech players as Unisys and Xerox.


INTEGRATED HEALTH: Felser Gets Stay Relief to Prosecute Claims
--------------------------------------------------------------
The Court has issued an order modifying the automatic stay to
allow Jay M. Felser and Felser Health Ventures, Inc. (Movants)
to prosecute their claims against Integrated Health Services,
Inc. Debtors in the civil action pending in the Circuit Court
for Baltimore County, Maryland.  This is captioned Jay M.
Felser, et al. v. Integrated Health Services, Inc., et al., Case
No. 03C-98-012297 against all parties to the State Court Action
through judgment and any appeals therefrom.

Judge Walrath makes it clear that Movants may not enforce any
judgment entered in the State Court against the Debtors except
to the extent of (i) any insurance coverage, if any, or (ii) any
distribution made on account of any proof of claim filed in the
IHS bankruptcy cases. However, the Order will be without
prejudice to the Movants' rights, if any, as against non-Debtor
parties to collect any agreed settlement and/or judgment in
Movants' favor, whether or not it is covered by insurance.

The Proof of Claim Bar Date is further extended for the Movants
to file against IHS a proof of claim which will be a general
unsecured claim capped at $16,000,000 by agreement of the
Movants within 30 days after the date of the order becomes
final, without prejudice to Movants' claims in excess of
$16,000,000 against IHS to the extent of available insurance
coverage, if any. Judge Walrath also makes it clear that the
filing of a Bankruptcy Petition by any of the other Defendants
in the State Court Action will not be cause for re-imposition of
the automatic stay in the IHS chapter 11 proceeding. (Integrated
Health Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INT'L ISOTOPES: Ability to Continue Operations is Uncertain
-----------------------------------------------------------
International Isotopes Inc. was incorporated in Texas in
November 1995. The Company acquired the technology, proprietary
designs and intellectual property for the design and assembly of
a proton linear accelerator to produce radioisotopes used in
nuclear medicine for the detection and treatment of various
forms of cancer and other diseases. The Company also owns 100%
of the outstanding common shares of Gazelle Realty, Inc. and
International Isotopes Idaho, Inc. Gazelle  Realty, Inc. owned
20 acres of land on which the facility for the LINAC has been
constructed and 1.6 acres of land on which the administration,
manufacturing, and research and development building was
constructed.  During 1997, all the property owned by Gazelle
Realty, Inc. was transferred to the Company.

Effective December 31, 2000, the Company decided to dispose of
all its business segments with the exception of the
International Isotopes Idaho, Inc. operations.  As a result, all
results of operations for the discontinued segments have been
reclassified as discontinued operations.

In the three and nine month periods ended September 30, 2001 and
2000 the Company's profit (loss) from continuing operations was
$13,027 and a loss of $70,197, respectively, as compared to
losses of $1,815,655 and $3,130,682 for the comparable periods
of 2000. The changes were attributable to discontinued
operations and the increase in revenues from the remaining Idaho
operations.

Revenues for the three and nine month  periods ended September
30, 2001 were $803,801 and $1,846,395 respectively, as compared
to $449,847 and $1,398,054 for the same periods in 2000.  Gross
profit for the three and nine-month periods ended September 30,
2001 was $314,549 and $751,134 respectively,  as compared to
$254,445 and $769,573 for the same  periods in 2000.  Increased
revenues were attributable to increases in sales of medical
flood sources and gemstone processing.  The reduction  in gross
profit for the six-month period was attributable to residual
costs associated with discontinued operations.

In January 2002 certain persons acting together as a group
acquired all of the Company's  outstanding shares of Series A 5%
Convertible Redeemable Preferred Stock and certain common stock
from its then current owners.  The securities acquired consisted
of all 10,000 shares of Series A  Preferred Stock and 2,087,837
shares of common stock.  Also in January 2002, the Company
reacquired 2,817 shares (or 37.7%) of the Company's Series B 7%
Convertible Redeemable Preferred Stock for $86,832.

In February and March 2002 the Company gained approval from 100%
of the holders of Series A and 80% from the holders of Series B
Preferred Stock to amend their respective Certificates of
Designation to eliminate the Series A 5% dividend and the Series
B 7% dividend, change the mandatory redemption  date for the all
Preferred Stock to May 2022, and remove certain default and
penalty provisions. In addition, the Company's Board of
Directors approved a purchase offer of the Series A and B
Preferred  Stock (5000 common shares for each one share of
Series A or B Preferred Stock).  The same  percentages of Series
A and B holders have agreed to sell their preferred shares for
common stock.

All of the holders of the Series A Preferred Stock agreed to
sell their 10,000 preferred shares for  50,000,000 shares of
common stock at $0.20 per share. Holders of the Series B
Preferred Stock agreed to sell their 3,700 preferred shares for
18,500,000 shares of common stock at $0.20 per share.

Effective March 2002, the Company amended and restated the 2000
Stock Incentive Plan. The 2002 Long-Term Incentive Plan
authorizes grants of options to purchase up to 20,000,000 shares
of authorized and unissued shares or issued and outstanding
shares of common stock. The maximum number of options granted to
each employee in one year is 10,000,000.

In February 2002, the Company granted an additional 13,000,000
options to purchase shares of common stock with an exercise
price of $0.02 per share, which was equal to the closing market
price of the common stock on the date of grant. These options
vest through February 2005.

In March 2002 the Company made a $20,000 payment to the former
chairman of the board and put a new 10-year note in place for
the remaining balance owed.  The new note amount was set at
$909,737 with annual income based payments fixed at 7% interest
plus 30% of the Company's pretax net profits to be paid toward
principal on the note. The former chairman agreed to declare any
previous notes or agreements as null and void.

The Company has financed its operations since inception
primarily by bank loans, sales of  accelerator components and
excess equipment, its initial public offering, sales of shares
of common and preferred stock in private placements to investors
and loans from stockholders and directors.

The Company's future liquidity and capital funding requirements
will depend on numerous factors, including, but not limited to:
sale of remaining assets of I3; contract manufacturing and
marketing relationships; and technological and market
developments.

Although there can be no assurance, the Company expects that
revenues will continue to increase,  providing sufficient funds
for operations and capital expenditures.

However, since inception, the Company has suffered recurring
losses.  As stated, during the periods ended September 30, 2001
and 2000, the Company had losses before preferred dividends of
$1,809,574 and $14,486,737, respectively.  During the periods
ended September 30, 2001 and 2000, the Company's operations used
cash in operating activities of $6,440,158 and $12,053,631,
respectively.  The net loss before preferred dividends includes
discontinued operations for the periods ended September 30, 2001
and 2000 of $1,739,377 and $11,074,340, respectively.  As of
September 30, 2001, the remaining operating assets of the
Company are those of International Isotopes Idaho, Inc.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


JLG INDUSTRIES: S&P Assigns BB+ Rating to Planned $150MM Notes
--------------------------------------------------------------
Standard & Poor's publicly assigned its triple-'B'-minus
corporate credit rating to Hagerstown, Maryland-based JLG
Industries Inc., a construction equipment manufacturer.

At the same time, Standard & Poor's assigned its triple-'B'-
minus rating to the company's proposed $250 million senior
secured revolving credit facility expiring June 18, 2004. In
addition, Standard & Poor's assigned its double-'B'-plus rating
to the company's proposed offering of $150 million senior
subordinated notes due June 2012. The net proceeds of the notes
offering will be used to pay down a portion of the company's
senior indebtedness and balance the maturity dates of the
various components of the capital structure. The outlook is
stable.

"The investment-grade rating on JLG reflects the company's solid
position as one of the world's largest manufacturers of aerial
work platforms (AWPs), although the company operates within a
challenging industry," said Standard & Poor's analyst Nancy
Messer.

JLG holds a number-one and number-two market position in North
America and Europe, respectively, for AWPs that make up about
70% of the current sales. JLG is a well-respected brand in the
industry, has only one competitor of any size in the U.S., and
has experienced an upward trend for its AWP market share. The
company spends about 2% of sales annually on improvements in
technology and product design to maintain its market position as
a supplier of value-added products and to reduce the cost of
production. In addition, JLG is somewhat geographically diverse,
with U.S., European, and other international (Latin America and
Asia) sales providing 71%, 22%, and 7% of revenues,
respectively, for the 12 months ended January 31, 2002.

Mitigating these favorable business characteristics are cyclical
and highly seasonal demand and concentrated customer base.

Upside rating potential is limited by cyclical and competitive
characteristics of JLG's operating environment. Downside rating
potential should be limited, assuming a normal economic recovery
begins within the next 12-18 months in the company's end
markets.


JADE CAPITAL: TSX Delists Shares for Violating Requirements
-----------------------------------------------------------
Effective at the close of business May 31, 2002, the common
shares of Jade Capital Corp. were delisted from the TSX Venture
Exchange for failing to meet Exchange Listing Requirements by
failing to complete a qualifying transaction within 18 months of
listing.  The securities of the Company have been suspended
since April 26, 1999.


KAISER ALUMINUM: Gets Nod to Consummate Coating Line Assets Sale
----------------------------------------------------------------
Determining that the Sale of the Coating Line Assets as set
forth in the Asset Sale Agreement is a reasonable exercise of
Kaiser Aluminum Corporation's business judgment and is in the
best interests of the their estates, Judge Fitzgerald authorizes
Kaiser to consummate the Sale with Alcoa Inc., -- the Successful
Bidder.  The sale of the Coating Line Assets will be free and
clear of all liens, claims and encumbrances.  All liens, claims,
encumbrances and other interests asserted in or against those
assets attach to the net proceeds of the sale with the same
validity and priority as they attached to the Coating Line
Assets.  All objections not otherwise resolved by the terms of
the Sale Order are overruled in their entirety.  In addition,
Judge Fitzgerald further directs that the Closing occur by June
28, 2002 and that the Debtors' are to file a report of the sale
by July 10, 2002. (Kaiser Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KITTY HAWK: Court to Consider Plan Confirmation on July 2, 2002
---------------------------------------------------------------
On May 22, 2002, Kitty Hawk Inc. and its subsidiaries submitted
the Debtors' Joint Plan of Reorganization Dated May 22, 2002,
and the accompanying Disclosure Statement Under 11 U.S.C. Sec.
1125 in Support of the Debtors' Joint Plan of Reorganization
Dated May 22, 2002, to the United States Bankruptcy Court for
the Northern District of Texas, Fort Worth Division.

The hearing on the approval of the adequacy of the Disclosure
Statement was held on May 22, 2002. The Order Approving Final
Disclosure Statement was signed on May 23, 2002, and entered on
May 23, 2002.

The hearing on the confirmation of the Plan will commence on
July 2, 2002, at 9:00 a.m., Dallas, Texas time, before the
Honorable Barbara J. Houser, United States Bankruptcy Court at
1100 Commerce Street, 14th Floor, Dallas, Texas 75202.

The last day for submitting ballots accepting or rejecting the
Plan is June 25, 2002, at 5:00 p.m., Dallas, Texas time.

The last day for filing written objections to confirmation of
the Plan and for serving these objections upon the appropriate
parties is June 25, 2002, at 4:30 p.m., Fort Worth, Texas time.


KMART CORP: General Time Seeks Stay Relief to Segregate Proceeds
----------------------------------------------------------------
General Time Corporation and its wholly owned subsidiary, GTC
Properties Inc., have pending bankruptcy cases in the United
States Bankruptcy Court for the Northern District of Georgia.

As of July 9, 2001, General Time owed approximately $49,600,000
in senior secured debt to Fleet Capital Corporation, in its
capacity as agent for a consortium of lending institutions
including, Fleet Capital, Wachovia Bank N.A., PNC Bank N.A.,
LaSalle National Bank, and Ark-Clo 2000-1 Limited.  The debt was
secured by substantially all of General Time's assets.  Then,
General Time's assets included various accounts, inventory,
equipment, real estate and intellectual property.

David A. Newby, Esq., at McCarthy, Duffy, Neidhart & Snakard, in
Chicago, Illinois, relates that among its assets, General Time
held an interest in $2,600,000 of goods in transit that certain
Ocean Carriers had shipped, but which were not in General Time's
possession.  The Goods in Transit were purchased from these
vendors:

    -- Arrow Industrial (Far East) Limited,
    -- Artfield Manufacturing Company Ltd.,
    -- Big Power Industries Limited,
    -- Chi King Electronics Ltd.,
    -- Electronics Tomorrow Ltd.,
    -- Garbo Clock Industrial Ltd.,
    -- Gold Iron Company Ltd.,
    -- Hangzhou Sailing Clock & Watch Co.,
    -- Key Mill Co.,
    -- Lea Well Industries Limited,
    -- Litech Electronic Products Ltd.,
    -- Nice Progressive Electronics Co.,
    -- Picador Electronics Limited,
    -- Resourceful Mind Electronics Limited,
    -- S&L Rex Industry Co. Ltd.,
    -- Silcon Electronics Co. Ltd.,
    -- Soongble Handicraft Product Factory,
    -- Times Pacific Ltd.,
    -- Windix Industries Ltd.,
    -- Omexey Enterprise,
    -- Dar El Plastic Enterprises,
    -- Waldorf Clock Co. Ltd., and
    -- Good Harvest.

All of these Vendors are located in Asia.  The Ocean Carriers
that carried the Goods in Transit overseas from Asia to various
locations in North America are: APL Co. Pte. Ltd., Hyundai
Merchant Marine Company Limited, Yangming Marine Transport
Corp., and "K" Line America Inc.'s principal -- Kawasaki Kisen
Kaisha.

Bankruptcy Judge C. Ray Mullins of the Northern District of
Georgia entered these orders in the General Time case:

  (1) Order Granting Debtors' Motion for Providing Adequate
      Protection for and Turnover of Property to the Debtors
      Without Prejudice to the Competing Claims and Interests of
      Creditors; and

  (2) Consent Order Granting Debtors' Motion for Approval of
      Agreement Regarding Turnover of Goods in Transit by "K"
      Line America Inc. Without Prejudice to Competing Claims
      and Interests of Creditors.

Specifically, Judge Mullins "ordered the turnover of the Goods
in Transit from the Ocean Carriers, owing to the competing and
conflicting claims in, and to, the Goods in Transit by General
Time, the Ocean Carriers, the Lenders and the Vendors [sic]".
Mr. Newby relates that:

  (a) General Time claimed the Goods in Transit were property of
      the estate;

  (b) the Ocean Carriers asserted a maritime possessory lien in
      the Goods in Transit for their freight, demurrage, and
      other charges;

  (c) the Lenders asserted a first priority security interest in
      all assets of General Time under Article 9 of the Uniform
      Commercial Code, including the Goods in Transit; and

  (d) many of the Vendors asserted rights of reclamation to
      respective Goods in Transit under the Uniform Commercial
      Code, and denied that at least portions of the Goods in
      Transit were property of the Debtors estates, or asserted
      liens prior in right to the Lenders and Ocean Carriers
      under the Uniform Commercial Code.

Pursuant to the Orders, Mr. Newby says, the turnover of Goods in
Transit by the Ocean Carriers was without prejudice to the
right, interest or priority of General Time, the Ocean Carriers,
the Lenders, and the Vendors in and to the Goods in Transit as
of the day of the turnover.  According to Mr. Newby, the Orders
preserved the issues concerning the relative priorities and
validity of the parties' interests, liens, rights and priorities
for later judgment without delaying disposition of the Goods in
Transit.  "Upon the sale of the Goods in Transit, the Orders
also required General Time to maintain all sale proceeds from
the Goods in Transit in a separate escrow account until the
rights of General Time, the Ocean Carriers, Lenders, and Vendors
were determined by the Court or settled by the parties," Mr.
Newby adds.

On September 17, 2001, General Time sought and obtained the
Court's authority to sell certain goods to Kmart Corporation.
Judge Mullins authorized the sale of that portion of the Goods
in Transit associated with the Martha Stewart trademark.  Mr.
Newby notes that the Kmart Sale Order preserved all the rights
and interests of General Time, the Ocean Carriers, Lenders and
Vendors in the Goods in Transit, provided, however, that upon
receipt of the proceeds of the Goods in Transit, all the liens
would be divested from the original Goods in Transit and attach
to the proceeds.

Since then, Mr. Newby says, there were numerous delays in
consummating the Martha Stewart sale transaction caused by
Kmart's internal problems with processing, delivery,
instruction, and completion of the transaction.  By mid-December
2001, Kmart took delivery of the Goods in Transit.  As of
January 22, 2002, Mr. Newby reports that Kmart had neither
returned the Goods in Transit, nor paid the purchase price.  As
a result, Mr. Newby asserts that Kmart failed to comply with the
Sale Order.  In light of Kmart's non-compliance, General Time
and interested parties contend that the Goods in Transit
"remained the property of the estate of General Time at the time
Kmart filed its bankruptcy petition, subject to the competing
claims, liens, and security interests that have yet to be fully
resolved by the Georgia Court".  Therefore, Mr. Newby concludes,
Kmart has no interest in the Goods in Transit that may be
adjudicated in this Court.

By this motion, General Time asks the Court to order:

  (a) granting relief from the automatic stay to allow them to
      seek enforcement of the Kmart Sale Order in the Georgia
      Court; and

  (b) requiring the segregation of the Goods in Transit and its
      proceeds.

                         Debtors Object

The Debtors emphasize that General Time sold certain goods to
Kmart "free and clear of liens, claims and encumbrances"
pursuant to the Georgia Court Order dated September 18, 2001.
The Debtors admit that they took delivery of the goods and did
not pay for them prior to the commencement of these Chapter 11
proceedings.

Mark A. McDermott, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, argues that General Time's motion
should be denied because General Time has not established
"cause" to modify the automatic stay so that it can sue Kmart in
Georgia.  At best, Mr. McDermott notes, General Time is a pre-
petition creditor of Kmart whose claim should be addressed as
part of the normal claims resolution process.  "There is nothing
special about General Time's status as a debtor-in-possession
that entitles it to sue Kmart now in another forum on its
claims," Mr. McDermott asserts.  According to Mr. McDermott, any
dispute among General Time and its creditors as to the account
receivable Kmart may owe to General Time as a result of the sale
can and should be addressed in Georgia after General Time
establishes its claim in the normal claims process. (Kmart
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LERNOUT & HAUSPIE: Holdings' Confirmation Hearing is July 16
------------------------------------------------------------
Judge Wizmur sets a hearing on confirmation of L&H Holdings'
First Amended Plan of Liquidation for July 16, 2002, at 10:00
a.m. (L&H/Dictaphone Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MEASUREMENT SPECIALTIES: Defaults on Bank Loan Agreements
---------------------------------------------------------
Measurement Specialties, Inc. (Amex: MSS) reported financial
results for its third fiscal quarter, and nine months ended
December 31, 2001.  Results include the acquisitions of
Terraillon, acquired in August 2001, and Schaevitz Sensors
acquired in August 2000.

Third Quarter and Nine Month Results:  Sales for the third
quarter were $43.0 million, compared to $34.3 million for the
same period a year ago.  The net loss for the quarter was $11.3
million, compared to net income of $3.1 million for the prior
year's third quarter.

For the nine months ended December 31, 2001, sales were $103.8
million compared to $78.9 million for the same period last year.
Net loss for the nine months ended December 31, 2001 was $13.8
million, compared to net income of $7.2 million for the same
period a year ago.

Gross margins for the quarter were lower due primarily to the
change in accounting estimates relating to the capitalized
overhead calculations as well as changes in quantities produced
and sold, and actual costs incurred, which approximated $10.1
million.

Amended Prior Period Reports:  The Company announced that it
will file an amended Form 10-Q for the quarter ended September
30, 2001.  During that quarter, the Company failed to satisfy
certain financial covenants under its loan agreements with its
bank lenders.  As a result, the Company's lenders are entitled
to accelerate the payment of all outstanding obligations.
Accordingly, the amended 10-Q will reclassify long-term debt as
a current liability.

Bank Default:  The Company is in default of certain covenants
and payment obligations under its loan agreements.  The
occurrence of these events of default gives the lenders the
right to require immediate repayment of all outstanding amounts
and exercise their remedies as a secured creditor.  The lenders
have advised the Company of the terms and conditions under which
they will agree to continue to forbear from exercising such
rights.  The Company is evaluating the terms and conditions to
continued forbearance proposed by the Lenders, but has not
accepted them to date.

Special Committee:  In February 2002, senior management and our
Board of Directors learned that our Chief Financial Officer had
failed to accurately and timely inform senior management, the
Board and our auditors of our covenant default under our credit
agreement and the lenders' refusal to waive that default.  In
connection with this discovery, our Board formed a Special
Committee consisting of all of our outside directors to (i)
investigate the conduct of the CFO in connection with the
defaults under the credit agreement and any related matters,
(ii) perform a limited review of our analysis of the effect of
our inventory capitalized overhead calculations, as discussed
below, including whether such calculations would require a
restatement of previously reported financial statements, and
(iii) consider sales of our common stock made by senior
management in December 2001.  The Special Committee retained
independent counsel to assist in its investigation and, through
its independent counsel, retained RosenfarbWinters, LLC as
special accounting advisors to the Special Committee.  The Board
also directed company counsel to advise the Division of
Enforcement of the Securities and Exchange Commission (the
"Division") of these matters and has been cooperating with the
resulting inquiry.  The Special Committee has directed its
counsel to cooperate with the Division.  The Division has not
commenced any civil or administrative proceedings against us,
and we cannot predict at this time whether the Division will
pursue an enforcement action or seek to impose any monetary or
other penalties against us.

The Special Committee concluded that the CFO did fail to timely
and accurately inform senior management, the Board and our
auditors of our covenant default under our credit agreement and
the lenders' refusal to waive that default.  Accordingly, the
CFO was terminated.

Finally, the Special Committee examined year-end sales of common
stock made by the CFO and the CEO.  As the result of its
examination the Special Committee recommended, and the Board
adopted, revised standards applicable to purchases and sales of
our stock by employees.

Search for Chief Financial Officer:  In February 2002, the
Company terminated its Chief Financial Officer.  Korn/Ferry
International was engaged to conduct a search for his
replacement.  The Company is in the final stages of this search.

Class Action Lawsuits:  On March 20, 2002, a class action
lawsuit was filed on behalf of purchasers of our common stock in
the United States District Court for the District of New Jersey
against Measurement Specialties and certain of our officers and
directors, alleging violations of the federal securities laws.
After March 20, 2002, nine similar class actions were filed in
the same court.  The Company is aware of additional law firms
that have issued press releases soliciting members to join class
actions against us and certain of our officers and directors.

The Company intends to defend the foregoing lawsuits vigorously,
but cannot predict the outcome and is not currently able to
evaluate the likelihood of its success in each case or the range
of potential loss, if any. The Company has Directors and
Officers insurance policies that provide an aggregate coverage
of $10 million for the period during which these lawsuits were
filed, but cannot evaluate at this time whether such coverage
will be available or adequate to cover losses, if any, arising
out of these lawsuits.

Trading on the American Stock Exchange:  As a result of the
delay in filing our quarterly report on Form 10-Q for the
quarter ended December 31, 2001, trading of the Company's common
stock on the American Stock Exchange was suspended since
February 14, 2002.  The American Stock Exchange imposes both
quantitative and qualitative standards for continued listing.
It is anticipated that the trading of common stock will resume
next week, after review by the American Stock Exchange of the
Company's quarterly report on Form 10-Q.

Fourth Quarter:  Sales for the fourth quarter are estimated to
be in the range of $30 to $32 million, approximately 28% higher
than the previous fiscal year.  Sales for the year ended March
31, 2002 are anticipated to be between $134 and $136 million,
approximately 31% higher than the previous fiscal year. Results
include the acquisition of Terraillon in August 2001 and
Schaevitz Sensors in August 2000.

Joseph R. Mallon Jr., Chairman and Chief Executive Officer,
stated, "This difficult time for Measurement Specialties has
strengthened our focus on building the company.  We are fully
determined to return to and add to our years of rapid,
successful growth.  During this delay in reporting earnings, we
have taken the necessary time to ensure that are financials are
correct, and we have initiated steps to avoid delays in the
future.  We are setting out to build a world class financial
reporting infrastructure.  This is a company with strength at
its core.  While the economic environment of the third quarter
was difficult, there are positive aspects to our business
performance. Sales for the quarter increased approximately 25%
over the same period last year.  Third quarter sales in our core
MicroFused sensors business were 21% higher compared to the same
period a year ago.  Bath scale sales in the United States,
excluding Terraillon, are up significantly over the previous
year. Although overall organic growth was negative for the
quarter, a significant portion of that is attributable to sales
of tire pressure gauges and Park-Zone sales which were
particularly strong in the comparable quarter of the previous
fiscal year.  Sales of tire pressure gauges grew rapidly in
fiscal year 2001, due in part to tire recalls and increasing
consumer awareness on the importance of tire pressure.  In
fiscal 2002, tire gauge sales returned to a more normal growth
level.  The third quarter was the first full quarter for
Terraillon, acquired August 2001.  Terraillon was profitable in
the third quarter." Mr. Mallon continued, "We have implemented
significant cost reduction measures.  These include: facility
consolidations, component sourcing in Asia, and personnel
reductions.  Our personnel costs decreased significantly in the
third quarter."

Mr. Mallon concluded, "I am heartened by the support we have
received from vendors, customers, employees, and shareholders.
This setback has only renewed our determination to realize the
full potential of our company.  This is a great company with
outstanding products that continue to grow in their quality,
innovation, and customer acceptance."

Conference Call:  A conference call reviewing Third Quarter
results will be held today, June 4, 2002 beginning at 11:00 a.m.
Eastern Daylight Time, 8:00 a.m. Pacific Daylight Time. To
participate please dial 888 276-0010 prior to start time.
International callers should dial 612 288-0329.  A recording of
the call will be available for seven days by dialing 800 475-
6701 and entering access code 641114.  International callers
should dial 320 365-3844 and enter access code 641114.  The call
will be simultaneously broadcast over the Internet and available
for seven days thereafter at http://www.vcall.com

Measurement Specialties is a designer and manufacturer of
sensors, and sensor-based consumer products.  Measurement
Specialties produces a wide variety of sensors that use advanced
technologies to measure precise ranges of physical
characteristics, including pressure, motion, force,
displacement, angle, flow, and distance.  Measurement
Specialties uses multiple advanced technologies, including
piezoresistive, application specific integrated circuits, micro-
electromechanical systems, piezopolymers, and strain gages to
allow their sensors to operate precisely and cost effectively.


METALS USA: Court Allows Debtor to Sell Unit to SMWC for $2.2MM+
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates sought and obtained
Court approval to sell certain assets of Metals USA Plates and
Shapes Southcentral Inc. to SMWC Acquisition Co.

SMWC was the initial bidder for the sale of Plates and Shapes
and was chosen over all other bidders at an auction on May 6,
2002, after the Debtors having determined that SMWC's bid
represented the highest and the best bid for the property.

Jonathan C. Bolton, Esq., at Fulbright & Jaworski LLP in
Houston, Texas, relates that SMWC approached the Debtors about
the purchase of certain assets of MUSA Plates and Shapes and
signed an Asset Purchase Agreement on March 21, 2002.

The pertinent terms of the Asset Purchase Agreement are:

A. The assets included in the Sale are, among others:

   a. all real property, including all plant, office or
      warehouse facilities located at 1700 W. 25th Street,
      Kansas, City, Missouri;

   b. all fixtures and improvements located at the real
      property;

   c. equipment and other tangible personal property;

   d. all contract, leases, licenses and agreement, all labels,
      packing materials, product and descriptive literature and
      specification sheets utilized in the operations;

   e. all technical, processing, manufacturing or marketing
      information;

   f. the name Steel Manufacturing and Warehouse Company and all
      derivatives;

   g. all books and records of the Seller that relate to the
      assets or the transferred employees provided that the
      Seller retain copies of the books and records to the
      extent necessary for the administration of the Chapter 11
      cases;

   h. all patent, trademarks, rights, copy rights, trade styles
      and service marks and all application and registrations
      used in the operations; and

   i. all customer information related to the operations., know
      how and construction drawings.

B. The excluded assets of the sale include, among others:

   a. the Capital stock of and membership interests in the
      Seller or any direct or indirect subsidiary;

   b. all cash, cash equivalents, cash in transit and cash
      collaterizing letter of credit or other financial accounts
      of the seller;

   c. any claims, rights or causes of action arising under
      Section 544 through 553 of the Bankruptcy Code;

   d. All refundable operating deposits made with third parties
      after the commencement of the Chapter 11 case; and

   e. Any interest in and to any refund of taxes of the Seller
      for any period and any interest in and to any refund of
      Taxes relating to the Assets or the Operations for, or
      applicable to the Pre-Closing Tax Period.

B. The purchase price for the assets is equal to the sum of
   $2,271,000 plus inventory value plus the total amount of
   Purchase Price Assumed Liabilities.  For this particular
   sale, the assumed liabilities include:

   a. The obligations of the Seller under the Assumed Contracts
      that, by the terms of the Assumed Contracts, only arise
      after Closing and relate to periods following the Closing
      and are to be observed, paid, discharged or performed, as
      the case may be, in each case, at any time after the
      Closing Date;

   b. All Taxes relating to the Operations or the Assets that
      arise or relate to the period or portion thereof beginning
      on the day after the Closing Date and Property Taxes which
      are not yet due and payable attributable to periods after
      the Closing Date;

   c. All cure amounts payable in order to effectuate, pursuant
      to the Bankruptcy Code, the assumption by and assignment
      to the Purchaser of the Assumed Contracts, including
      unexpired leases, assigned to the Purchaser under the Sale
      Order or cure mounts provided, however, that to the extent
      that any Cure Amounts are paid prior to Closing by any
      Person (including the Seller) which is not the Purchaser
      or any of the Purchaser's affiliates, the Cash Purchase
      Price payable at Closing shall be increased by the total
      amount of any Pre-Closing Cure Amounts paid; and

   d. Obligations under any customer contracts that are Assumed
      Contracts in respect of any credit, prepayment or refund
      balances as of Closing, in each case to the extent the
      balance is not included in the calculation of Cure
      Amounts. The amount, in the aggregate, of the Assumed
      Liabilities described above as properly reflected as
      liabilities or obligations of the Operations on the
      Seller's balance sheet as of the Closing Date prepared in
      accordance with generally accepted accounting principles
      shall be the Purchase Price Assumed Liabilities. (Metals
      USA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


METROCALL INC: Files for Chapter 11 Reorganization in Delaware
--------------------------------------------------------------
Metrocall, Inc. (OTCBB:MCLLQ) announced that the Company and
most of its subsidiaries filed voluntary petitions for
reorganization under chapter 11 of the U.S. Bankruptcy Code
today in the U.S. Bankruptcy Court in Delaware.

Metrocall continues to operate its nationwide business
operations and expects to continue to provide all paging and
wireless messaging services without interruption or disruption
during its reorganization process.

Prior to filing, Metrocall entered into agreements with its
primary creditor constituencies establishing the terms and
conditions of a pre-negotiated plan of reorganization proposed
in the disclosure statement and plan of reorganization to be
filed later today with the Bankruptcy Court.

Metrocall's pre-negotiated plan will involve a corporate
restructuring and a recapitalization of the Company's existing
debt that will include the establishment of a primary holding
company, the consolidation of Metrocall's four existing and
wholly-owned operating subsidiaries into a single operating
entity, and the transfer of Metrocall's intellectual property
and FCC licenses into a single wholly-owned license subsidiary.

Metrocall believes that this corporate restructuring will help
the Company to further benefit from the resulting operational
efficiencies.

Metrocall's proposed reorganization will result in substantial
debt elimination and deleveraging and will provide a viable
capital structure to maximize its value notwithstanding
declining traditional revenues and competitive pressures.
Metrocall believes that these changes are essential for the
Company's long-term viability.

Additionally, Metrocall's current operations are generating
sufficient cash flows such that no debtor-in-possession
financing will be needed to maintain operations or to provide
the cash distributions necessary to implement the proposed plan
upon emergence from chapter 11.

Metrocall will continue to focus on its traditional customer
base, emphasizing business development and retention of
consumer, government, healthcare and corporate customers.

In conjunction with the court proceedings, Metrocall filed today
a variety of "first day motions" including motions seeking court
permission to: continue payments for employee payroll and health
benefits; maintain cash management programs; retain legal,
financial, and other professionals to support Metrocall's
reorganization; and impose certain restrictions on the trading
of Metrocall's outstanding voting stock.

In accordance with applicable law and court orders, creditors
who have provided credit, goods or services prior to today's
filing may have pre-petition claims against Metrocall or its
subsidiaries, action on which will be stayed pending court
authorization of payment or consummation of a plan of
reorganization.

Metrocall's filed disclosure statement describing in detail the
proposed plan, the treatment of creditors and shareholders and
the business plan and projections forming the basis for the
restructuring, will be considered for approval by the Bankruptcy
Court at a hearing to be held sometime during July 2002.

Metrocall, Inc. headquartered in Alexandria, Virginia, is one of
the largest wireless data and messaging companies in the United
States providing both products and services to nearly five
million business and individual subscribers. Metrocall was
founded in 1965 and currently employs approximately 2,300 people
nationwide.

The Company currently offers two-way interactive messaging,
wireless e-mail and Internet connectivity, cellular and digital
PCS phones, as well as one-way messaging services. Metrocall
operates on many nationwide, regional and local networks and can
supply a wide variety of customizable Internet-based information
content services.

Also, Metrocall offers totally integrated resource management
systems and communications solutions for business and campus
environments. Metrocall's wireless networks operate in the top
1,000 markets across the nation and the Company has offices in
more than thirty states. For more information on Metrocall
please visit our Web site and on-line store at
http://www.Metrocall.comor call 800-800-2337.


METROCALL INC: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Metrocall, Inc.
             aka Metrocall of Delaware
             aka Metrocall of Virginia
             6677 Richmond Highway
             Alexandria, VA 22306

Bankruptcy Case No.: 02-11579-RSB

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                       Case No.
     ------                                       --------
     Metrocall USA, Inc.                          02-11580-RSB
     Advanced Nationwide Messaging Corporation    02-11581-RSB
     McCaw RCC Communications, Inc.               02-11583-RSB
     Mobilfone Service, LP                        02-11584-RSB
     MSI, Inc.                                    02-11582-RSB

Type of Business: Metrocall, Inc. is a nationwide provider of
                  one-way and two-way paging and advanced
                  wireless data and messaging services.

Chapter 11 Petition Date: June 3, 2002

Court: District of Delaware

Judge: Ronald S. Barliant

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young & Jones
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax: 302-652-4400

Total Assets: $189,297,000

Total Debts: $936,980,000

Debtors' 21 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
HSBC Bank USA               11% Senior Sub Notes  $273,068,622
Attn: Mr. Russ Paladino
Issuer Services
452 Fifth Avenue
New York, NY 10018-2706
Tel: 212 525-1325
Fax: 212 525-1366

HSBC Bank USA               9_% Subordinated      $195,441,886
Attn: Mr. Russ Paladino     2007 Notes
Issuer Services
452 Fifth Avenue
New York, NY 10018-2706
Tel: 212 525-1325
Fax: 212 525-1366

HSBC Bank USA               10 3/8% Senior Sub    $159,788,557
Attn: Mr. Russ Paladino     2007 Notes
Issuer Services
452 Fifth Avenue
New York, NY 10018-2706
Tel: 212 525-1325
Fax: 212 525-1366

The Bank of New York        11 7/8% Senior Sub    $110,101,422
Attn: Mr. Geovanni Barris   3005 Notes
Assistant VP
101 Barclay Street - 21 W
New York, NY 10286

Electronic Tracking         Pending Litigation     $16,000,000
   System Pty Limited AON
Glenn Miller
Dibbs, Barber & Gosling
Level 8 Angel Place
123 Pitt Street
Sydney, NSW 2000
DX 101 Sydney
Tel: 028 233-9500
Fax: 028 233-9555

Southwestern Bell           Disputed SBC Telco      $7,487,101
SBC Communications
Attn: Robert L. Page, Esq.
Four Bell Plaza, Room 2107
Dallas, TX 75202
Tel: 972 724-0000

Inciscent                   Contract                $6,579,457
Attn: Tom Mathews
2735 Hartland Road, Suite 220
Falls Church, VA 22043
Tel: 703 205-5910
Fax: 703 876-5973

Ameritech/SBC               Disputed SBC Telco      $3,139,070
Attn: Customer Service
529 South 7th, Floor 2
Springfield, IL 62721
Tel: 800 635-3700
Fax: 800 635-3706

Pacific Bell/SBC            Disputed SBC Telco      $2,830,876
Attn: Mike Erine
370 3rd Street
San Francisco, CA 94107
Tel: 415 542-5142

Product Support Services    Trade Debt               $553,831
Attn: Robert Cook
President
4051 Highway 121N
Grapevine, TX 76051
Tel: 972 355-3401
Fax: 972 874-1401

Primal                      License and Trade        $473,683
Attn: Susan Wright
18881 Von Karman
Suite 450
Irvine, CA 92612
Tel: 949 221-8466
Fax: 949 260-1515

American Tower              Settlement Agreement     $450,000
Attn: Jim Bisenstein
116 Huntington Avenue
11th Floor
Boston, MA 02116
Tel: 617 375-7500
Fax: 617 375-7575

Pinnacle                    Settlement Agreement     $300,000
Attn: Ben Gaboury
301 North Cattlemen Road
Sarrason, FL 34232
Tel: 941 364-8886
Fax: 941 364 8761

TMP Interactive Inc.        Disputed Trade           $239,913
   dba Monster.com

DST Output                  Trade                    $222,653

The Bank of New York        11 7/8% Senior           $208,878
                            Subordianted 2005
                            Notes

Network Paging of           Rent Obligation          $195,712
   Tennessee

Multi Employer Properties   Rent Obligation          $136,503

Weblink Wireless            Trade                    $124,701

Mayers Group Investments    Rent Obligations         $114,617

Skytel                      Trade                    $114,020


NII HOLDINGS: UST Will Convene Creditors' Meeting on June 25
------------------------------------------------------------
The United States Trustee will convene a meeting of NII
Holdings, Inc.'s creditors on June 25, 2002 at 10:00 a.m., 2nd
Floor. Room 2112, J. Caleb Boggs Federal Building, Wilmington,
Delaware. This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

NII Holdings, Inc., along with its wholly-owned non-debtor
subsidiaries, provides wireless communication services targeted
at meeting the needs of business customers in selected
international markets, including, inter alia, Mexico, Brazil,
Argentina and Peru. The Company filed for chapter 11 bankruptcy
protection on May 24, 2002. Daniel J. DeFranceschi, Esq.,
Michael Joseph Merchant, Esq., and Paul Noble Heath, Esq., at
Richards, Layton & Finger represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $1,244,420,000 in total assets and
$3,266,570,000 in total debts.


NAPSTER INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Napster, Inc.
             600 Chesapeake Drive
             Redwood City, California 94063
             aka Napster
             aka Napster.com

Bankruptcy Case No.: 02-11573

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Napster Mobile Company, Inc.               02-11574
     Napster Music Company, Inc.                02-11575

Chapter 11 Petition Date: June 6, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  Russell C. Silberglied, Esq.
                  Richards, Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, Delaware 19899
                  302 658-6541
                  Fax : 302-651-7701

                  and

                  Richard M. Cieri, Esq.
                  Michelle Morgan Harner, Esq.
                  S. Todd Brown, Esq.
                  Jones, Day, Reavis & Pogue
                  North Point
                  901 Lakeside Avenue
                  Cleveland, Ohio 44114

Estimated Assets: $1 Million to $10 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
AIM                        Trade Debt               $3,790,000
Allion Wenham (CEO)
Lamb House Church Street
London, W4 2PD
Phone: 011442-089945599
Fax: 011442-089945222

Boies, Schiller &         Trade Debt                $2,142,325
Flexner LLP
Linda Alston/Office Manager
255 South Orange Avenue
Suite 905
Orlando, Florida 32801-3456
Phone: 407-425-7118
Fax: 407-425-7047

Digital World Services     Trade Debt               $1,212,523
Arni Sigurdsson
1540 Broadway
29th Floor
New York, New York 10036
Phone: 212-782-7633
Fax: 212-782-7689

Edel Music AG              Trade Debt                 $500,000
Benjamin Littij
22607 Hamberg
Wichmannstrausse4
Haus 2 Germany
Phone: 49040-890-850
Fax: 49040-896-521

PlayMedia Systems, Inc.    Trade Debt                 $480,688
Brian Littman
8170 S. Eastern Avenue
Suite 4601
Las Vegas, Nevada 89123-2579

Kana Software, Inc.        Trade Debt                 $394,170
Leslie
File No. 74023
PO Box 60000
San Francisco, California 94106
Phone: 650-614-83000
Fax: 650-614-8301

AboveNet Communications,   Trade Debt                 $277,680
Inc.
Carlos Garcia
50 W. San Francisco Street,
  #1010
San Jose, California
Phone: 408-367-6666
Fax: 408-367-6688

Portal Software, Inc.      Trade Debt                 $176,200

Oracle Corporation         Trade Debt                 $114,470

AEC One Stop Group, Inc.   Trade Debt                  $84,000

Integrated Archive         Trade Debt                  $80,037
Systems, Inc.

Venables, Bell & Partners, Trade Debt                  $79,985
LLC

MPRM, LLC                  Trade Debt                  $57,371

Cranel, Inc.               Trade Debt                  $40,398

Softchoice Corp.           Trade Debt                  $36,857

Complete Pandemonium, LLC  Trade Debt                  $35,000

Relatable, LLC             Trade Debt                  $32,000

Icon Microsystems, Inc.    Trade Debt                  $22,675

CAT Technology             Trade Debt                  $22,658

DHL Worldwide Express      Trade Debt                  $19,531


NATIONAL STEEL: Providing Bondholders & NUF Adequate Protection
---------------------------------------------------------------
Mark P. Naughton, Esq., at Piper Rudnick, in Chicago, Illinois,
reminds the Court that National Steel Corporation was the
Borrower under a certain Credit Agreement dated September 28,
2001 with a group of lenders and Citicorp USA, Inc., as their
agent.  The Pre-petition Credit Agreement provided the Debtors
with a $450,000,000 revolving credit facility.  "The Debtors'
obligations under the Pre-petition Credit Agreement were secured
by a lien on, and security interest in, substantially all of the
Debtors' personal properly, including inventory and accounts
receivable," Mr. Naughton says.

Pursuant to the DIP Facility approved on a final basis by the
Court on April 3, 2002, all obligations under the Pre-petition
Credit Agreement have been repaid from application of cash
collateral.  Under the DIP Facility, Mr. Naughton notes, the
Debtors may borrow up to $450,000,000, and obligations are
secured by liens on, and security interests in, substantially
all of the Debtors' property, including inventory and accounts
receivable.

Mr. Naughton tells the Court that National Steel was also the
Borrower under that certain Amended and Restated Subordinated
Credit Agreement dated September 28, 2001 with NUF LLC, which is
a wholly owned subsidiary of NKK Corp., as the lender.  The
Debtors' obligations under the NUF Credit Agreement are secured
by a junior lien on, and security interest in, the same property
as the Pre-petition Credit Agreement, subject and subordinate to
the liens and security interests under the Pre-petition Credit
Agreement.  Pursuant to the Final DIP Order, the Pre-petition
NUF Lien is junior to the DIP Facility Liens.

Furthermore, Mr. Naughton adds, National Steel was the Mortgagor
under that certain Indenture of Mortgage and Deed of Trust dated
May 1, 1952 with HSBC Bank USA, as successor trustee to The
Chase Manhattan Bank, and Frank J. Grippo, as individual
trustee. Pursuant to the Bond Indenture, certain of the Debtors
are obligors under two outstanding series of public bonds:

    -- the 8-3/8% 2006 Series Bonds in the principal amount of
       $60,000,000; and

    -- the 9-7/8% 2009 Series D Bonds in the principal amount of
       $300,000,000.

As of the Petition Date, Mr. Naughton reports that the Debtors'
repayment of the First Mortgage Bonds was secured by liens in
substantially all of the land (excluding certain unimproved
land), buildings and equipment (excluding, generally, mobile
equipment) that are owned in fee by the Debtors at the Granite
City Division and the Regional Division.  According to Mr.
Naughton, the Petition Date Bondholder Liens on the Petition
Date Bondholder Collateral are senior to the DIP Facility Liens
on the collateral.  "The Pre-petition NUF Collateral does not
include any of the Petition Date Bondholder Collateral," Mr.
Naughton says.

Holders of over 50% of the principal amount outstanding under
the First Mortgage Bonds have formed an unofficial ad hoc
committee in these cases, Mr. Naughton notes.

By this Motion, the Debtors seek authority to enter into two
separate stipulations:

    (1) The Debtors seek authority to enter into a stipulation
        providing adequate protection to the First Mortgage
        Bondholders; and

    (2) The Debtors seek authority to enter into a stipulation
        providing adequate protection to NUF.

Mr. Naughton points out that the Debtors have negotiated the
terms of the proposed adequate protection stipulations with the
Bondholders Committee, the Bondholder Trustee, NUF and NKK.
"Thus, the proposed adequate protection agreements are
consensual," Mr. Naughton asserts.

Based upon discussions with counsel for the DIP Lenders and
Creditors' Committee, the Debtors believe that neither objects
to the relief requested.

                     Bondholder Stipulation

Mr. Naughton recounts that shortly after the Petition Date,
counsel for the Bondholder Committee and the Bondholder Trustee
made a demand for adequate protection of the First Mortgage
Bondholders' interests in the Petition Date Bondholders
Collateral.  "Rather than risk the uncertainty and expense of
litigation concerning the demand, the Debtors have negotiated
consensual terms to provide adequate protection to the First
Mortgage Bondholders," Mr. Naughton explains.

"The proposed Bondholder Stipulation does not require payment of
any material cash adequate protection payments, thus preserving
the Debtors' precious liquidity," Mr. Naughton says.

The principal terms of the Bondholder Stipulation are:

(A) Bondholder Adequate Protection Liens

    Pursuant to the Bondholder Stipulation, the Bondholder
    Trustee shall be granted liens and security interests in all
    of the Debtors' assets not constituting Petition Date
    Bondholders Collateral.  The Bondholder Adequate Protection
    Liens shall be:

      (i) pursuant and subject to the terms and conditions set
          forth in the subordination agreement of the Bondholder
          Stipulation, junior and subordinate to the liens
          granted on the Bondholder Adequate Protection
          Collateral to the DIP Lenders under the DIP Facility,
          and any other valid, enforceable liens on the
          Bondholder Adequate Protection Collateral in existence
          on the Petition Date to which the DIP Facility liens
          are subject;

     (ii) senior and superior to any liens granted on the
          Bondholder Adequate Protection Collateral that secure
          any pre-petition or post-petition claims of NKK or its
          affiliates;

    (iii) subject and subordinate to the Carve-Out as defined
          and described in the Final DIP Order, which Carve-Out
          shall also be for the benefit of the fees and expenses
          professionals retained by the Bondholders Committee
          incurred through the date of termination of this
          Stipulation, and shall not be increased in amount
          without the consent of the Bondholders Committee
          (which consent shall not be unreasonably withheld);
          and

     (iv) ratable liens on a pari passu basis with any adequate
          protection liens granted by the Debtors in the
          Bondholder Adequate Protection Collateral to any other
          party entitled to adequate protection as may be agreed
          to by the Debtors (subject to the approval of the
          Bankruptcy Court).

(B) Purpose of Bondholder Adequate Protection Liens

     The Bondholder Adequate Protection Liens shall secure:

      (i) interest on the principal amount owing under the First
          Mortgage Bonds accruing since the Petition Date at the
          default contract rate (but only to the extent that the
          First Mortgage Bondholders are entitled to be paid
          post-petition interest pursuant to Section 506(b) of
          the Bankruptcy Code as determined by the Bankruptcy
          Court, with the Debtors and any other party reserving
          their rights to challenge the allowability of post-
          petition interest), and

     (ii) the amount of diminution of the value (if any) of the
          Petition Date Bondholder Collateral from the Petition
          Date.

(C) Additional Liens on Petition Date Bondholder Collateral

    The Bondholder Stipulation provides that, subject to the
    further approval of the Bankruptcy Court, the Debtors may
    also grant adequate protection liens on the Petition Date
    Bondholder Collateral as adequate protection to other
    secured creditors, provided however that:

      (i) the liens are junior, subject and subordinate in
          every and all respect to the Petition Date Bondholder
          Liens on the Petition Date Bondholder Collateral, and

     (ii) the holders of the junior liens shall be subject in
          all respects to an agreement incorporating terms
          substantially similar to those set forth in the
          Subordination Agreement.

(D) Validity of Claims of First Mortgage Bondholders

    Pursuant to the Bondholder Stipulation, the Debtors will
    waive any right to contest the validity and enforceability
    of the claims of the First Mortgage Bondholders as of the
    Petition Date, or the validity and enforceability of the
    Petition Date Bondholder Liens on the Petition Date
    Bondholder Collateral; provided that, consistent with the
    provisions in the Final DIP Order relating to the claims and
    liens of the Pre-petition Lenders, the Creditors' Committee
    and other parties shall have 90 days from approval of the
    Stipulation by the Bankruptcy Court to file appropriate
    pleadings to challenge the liens or claims, and upon the
    expiration of the 90-day period, if no challenge is made,
    the claims and liens shall be deemed valid and binding on
    all parties.

(E) Reservation of Rights Regarding Valuation

    Under the Bondholder Stipulation, the Debtors, the
    Bondholder Trustee and the Bondholders Committee each
    reserve all of their respective rights with respect to all
    valuation issues and the Debtors reserve all of their rights
    as to whether the First Mortgage Bondholders are entitled to
    adequate protection and, if so, in what manner and amount,
    including without limitation whether or not there is or has
    been any diminution in the value of the Petition Date
    Bondholder Collateral.

(F) Professional Fees

    The Bondholder Stipulation provides that the Debtors shall
    make provisional payment on a monthly basis of:

      (i) reasonable fees and expenses of both legal
          professionals for the Bondholders Committee and of
          outside counsel to the Bondholder Trustee;

     (ii) reasonable fees and expenses of one financial advisor
          to the Bondholders Committee; and

    (iii) reasonable expenses of members of the Bondholders
          Committee if the expenses are incurred in the
          performance of the duties of the committee.

    All the fees and expenses shall be subject in all respects
    to the process for payment of fees and expenses, as well as
    interim and final approval by the Bankruptcy Court, as set
    forth in the Bankruptcy Court's order dated March 6, 2002,
    governing interim compensation of professionals.

(G) Termination

    The Bondholder Stipulation provides that, on not less than
    30 days' notice to the Debtors, the Creditors' Committee,
    and Agent for the DIP Lenders, the Bondholders Committee may
    terminate the Bondholder Stipulation, and seek further
    adequate protection for any reason.  Upon the termination,
    all obligations of the Debtors set forth therein shall
    cease, provided that all rights and interests existing as of
    the effective date of the termination shall remain in full
    force and effect.

                       NUF Stipulation

In order to agree not to seek cash adequate protection payments
from the Debtors and instead only to be granted adequate
protection liens, the Bondholders Committee required that the
Bondholder Adequate Protection Liens prime any liens of NKK and
its affiliates that exist or may be granted on the Bondholder
Adequate Protection Collateral.  Prior to the Petition Date, Mr.
Naughton says, NUF was granted liens on the Pre-petition NUF
Collateral, which collateral is also part of the proposed
Bondholder Adequate Protection Collateral.  Accordingly, NKK and
NUF have considered whether to consent to this priming, and have
agreed to do so, provided that NUF be granted certain adequate
protection and other rights.

The principal terms of the NUF Stipulation are:

(1) Priming of Pre-petition Lien

    Under the NUF Stipulation, NUF agrees to subordinate the
    Pre-petition NUF Lien to the Bondholder Adequate Protection
    Liens, as well as to any other adequate protection liens
    granted by the Debtors in the Pre-petition NUF Collateral to
    any other secured creditor entitled to adequate protection
    as may be agreed to by the Debtors (subject to the approval
    of the Bankruptcy Court).

(2) NUF Adequate Protection Liens

    Pursuant to the NUF Stipulation, NUF shall be granted liens
    and security interests in all of the Debtors' assets not
    constituting Pre-petition NUF Collateral and replacement
    liens.  The terms and treatment of the NUF Adequate
    Protection Liens shall be substantially similar to those for
    the Bondholder Adequate Protection Liens except that the NUF
    Adequate Protection Liens shall be, in addition to being
    junior and subordinate to the liens granted to the DIP
    Lenders and any other valid, enforceable liens in existence
    on the Petition Date to which the DIP Facility liens are
    subject, as set forth in the Final DIP Order, junior and
    subordinate to:

      (i) the Bondholder Adequate Protection Liens granted to
          the First Mortgage Bondholders; and

     (ii) any other adequate protection liens granted by the
          Debtors to any other secured creditor entitled to
          adequate protection as may be agreed to by the Debtors
          (subject to the approval of the Bankruptcy Court).

(3) Reduction of Letter of Credit

    In addition, prior to the Petition Date, NKK has posted a
    $3,125,000 letter of credit dated June 5, 2001, to support
    NKK's obligation to indemnify National Steel for potential
    National Steel obligations to the State Group.  The
    underlying obligations arise out of certain contested
    litigation, which as to National Steel constitute pre-
    petition claims.  As part of the NUF Stipulation, National
    Steel will allow the letter of credit to be reduced to
    $500,000, which the Debtors believe is commensurate with
    their potential exposure.  In any event, NKK's full
    indemnity of National Steel remains in full force and
    effect.

As part of the agreement to consent to being primed, Mr.
Naughton says, the Debtors agreed to NKK and NUF's request for
the payment of reasonable professional fees incurred by NKK
during these cases, subject to (as with the fees and expenses
for counsel to the Bondholder Committee) the Fee Procedures
Order and ultimate review and approval by this Court.  The NUF
Stipulation also provides for a full reservation of rights of
all issues related to the ultimate determination of NUF's right
to adequate protection, as well as all issues related to NUF's
pre-petition claims.

Mr. Naughton emphasizes that the Debtors' ability to maximize
assets and to promote the success of their business necessarily
depends on their ability to use the Petition Date Bondholder
Collateral and Pre-petition NUF Collateral for these goals.
(National Steel Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NET NANNY SOFTWARE: Defaults on Bridge Loan with BioSTV I, LLC
--------------------------------------------------------------
Net Nanny Software International Inc. (OTCBB: NNSWF), (TSX
Venture: NNS) announces that its bridge loan with BioSTV I, LLC
is in default and the lender has demanded payment in full.

Pursuant to the Loan Agreement, the lender has given notice that
the outstanding balance of the loan obligation, including
principal and accrued interest totaling approximately $213,000,
was due in full on or before May 29, 2002. The Company's
corporate counsel believes insufficient notice was given to the
Company and is currently in discussions with the lender's
counsel.

The Company is currently working with other potential lenders to
repay the loan to BioSTV and will provide further information as
it becomes available. If the Company is unable to resolve its
obligation with BioSTV, BioSTV has indicated it will exercise
its rights to realize against the collateral pledged to secure
this loan.

Net Nanny Software International Inc., a publicly traded company
(OTCBB: NNSWF), (TSX Venture: NNS) with headquarters and
subsidiaries in the United States and Canada, specializes in
Internet safety and computer security products for both the home
and enterprise markets. For more information on the Company and
its products, please visit http://www.netnanny.com
http://www.biopassword.comor call (425) 709-8520.


NEW WORLD RESTAURANT: Full-Year 2001 Net Loss Tops $36 Million
--------------------------------------------------------------
New World Restaurant Group (Pink Sheets: NWCI) announced audited
results for the fiscal year ended January 1, 2002. Results for
fiscal 2001 include the operations of company-owned and licensed
Einstein Bros. and Noah's NY Bagels stores and related
production and support facilities from June 19, 2001, the date
of New World's acquisition of the assets of Einstein/Noah Bagel
Corp. and its majority owned subsidiary, Einstein/Noah Bagel
Partners, L.P.  The company also reported selected unaudited pro
forma results for the year, which assume that the combination of
New World and Einstein occurred from the beginning of fiscal
2000.

On a reported basis, total revenues for the fiscal year ended
January 1, 2002 rose to $236.0 million from $45.7 million in
fiscal 2000, with the increase driven by the June 2001
acquisition of Einstein. The growth in retail sales was
partially offset by decreases in manufacturing and franchise
related revenues. Manufacturing revenues were primarily impacted
by the company's decision to outsource its low-margin
distribution business (which had been included in manufacturing
revenues in fiscal 2000), while franchise-related revenues were
affected by a lower average franchise store base in fiscal 2001,
due, in part, to management's decision to terminate certain
franchisees whose operations did not comply with the company's
policies.

EBITDA (earnings before interest, taxes, depreciation and
amortization, integration and reorganization costs, non-cash
charge in connection with realization of assets, gain/loss on
the sale of investments, and minority interest) for the year
increased 151.3% to $20.1 million, or 8.5% of revenues, from
$8.0 million, or 17.5% of revenues in 2000. The decline in
EBITDA as a percent of revenues reflects the shift in the
company's business to one in which 87.3% of 2001 revenues were
derived from retail sales, compared with 26.2% in 2000.  EBITDA
for the fourth quarter of 2001 reached $10.7 million, or 10.7%
of revenues of $99.9 million.

The company reported a $36.3 million net loss for 2001, compared
to net income of $6.0 million in 2000. The loss for the most
recent year reflected $14.6 million in non-cash charges. Items
recorded in fiscal 2001 included $5.8 million in non-cash
charges for impairment in the value of investments, reflecting
management's estimate of the proceeds the company will receive
from the bankruptcy estate of Einstein Noah Bagel Corp. from its
investment in certain Einstein debentures; a $2.8 million non-
cash charge in connection with the realization of assets,
resulting from management's evaluation of long lived assets in
accordance with SFAS 121; a $4.4 million provision for costs
associated with the reorganization and integration of existing
facilities and operations with those acquired in the Einstein
transaction; and $1.6 million for allocation of earnings to the
minority interest.  No such items were recorded in 2000.

Earnings for the year were also adversely affected by an
increase in net interest expense to $28.5 million in 2001 from
$2.0 million in 2000, due primarily to interest and related
costs incurred on debt associated with the Einstein acquisition.
Interest expense for fiscal 2001 was comprised of approximately
$12.7 million of interest paid or payable in cash, as well as
approximately $15.8 million in non-cash interest resulting from
the amortization of debt discount, debt issuance costs and the
amortization of warrants issued in connection with debt
financings.

Additionally, New World had a $167,000 income tax provision in
2001, compared with a $3.1 million income tax benefit the prior
year resulting from the recognition of deferred tax assets.

After deducting $18.5 million for dividends and accretion on
preferred stock, both of which are non-cash accounting
adjustments, the company reported a net loss attributable to
common stockholders of $54.8 million, or $3.24 per common share,
in 2001. This compared to income of $3.9 million, or $0.32 per
common share in 2000, which reflected $2.1 million in dividends
and accretion on preferred stock.

                         Pro forma results

New World also reported pro forma comparative results for the
year. The pro forma results have been prepared in order to
assist in the evaluation of changes and trends in the company's
business, are for comparative purposes only, do not purport to
be indicative of what operating results would have been had the
Einstein acquisition actually taken place at the end of 1999,
and may not be indicative of future operating results. Moreover,
the pro forma results are not directly comparable because
Einstein operated on a 16/12/12/12-week fiscal quarter basis
prior to the acquisition, compared to New World, which operates
on a 13-week calendar quarter basis.

For fiscal 2001, pro forma revenues decreased 3.7% to $405.6
million from $421.4 million in fiscal 2000. The decline is
predominantly attributable to a decrease in the pro forma store
base (to a combined 770 at the end of 2001 from 814 the prior
year) as well as the fiscal calendar differences. The fiscal
2000 calendar included nine additional operating days for
Einstein and five additional days from New World. In the core
Einstein segment, revenues increased approximately 2.5% when
measured on an equal-week basis, with comparable store sales for
company-owned locations also increasing 2.5%.

Full-year pro forma EBITDA decreased 11.2% to $31.7 million, or
7.8% of revenues, from $35.7 million, or 8.5% of revenues, in
fiscal 2000.  The company attributed the decline to the impact
of the nine additional days in fiscal 2000, as well as increased
general and administrative expenses during 2001 primarily as a
result of the unauthorized bonus payments at New World,
executive bonuses at Einstein and other expenses associated with
the Einstein restructuring.  The latter items (all recorded
during the first three quarters of the year) included
approximately $2.8 million in Einstein restructuring charges and
retention bonuses; $1.4 million in one-time legal fees related
to franchisee settlements; $1.3 million in one-time bonuses
associated with former officers; $1.2 million in unauthorized
compensation; and $0.8 million in lease settlements for store
closures. Excluding those items, pro forma EBITDA for 2001 would
have been $39.2 million, or 9.7% of revenues.

"As expected, our bottom line results for the 2001 year reflect
a substantial loss and were unacceptable. However, we were
pleased to report that fourth quarter EBITDA exceeded our
guidance of $10.5 million," said Anthony Wedo, New World
Chairman and Chief Executive Officer.  "The improvement in
EBITDA reflects strong operations as well as some of the initial
savings from the consolidation of the New World and Einstein
businesses. During fiscal 2002, we expect to realize the full
benefit of programs being implemented to attain savings through
the integration of production, distribution, purchasing, and
general administrative functions. At the same time, we are
working to build sales through the expansion of our lunch day-
part as well as by new location growth primarily through
franchising and licensing.

"We will continue to build on our operating success as we
rationalize our capital structure," he continued. "Now that our
2001 10-K is filed, we are focused on immediately evaluating the
company's refinancing alternatives. These efforts will include
refinancing the company's increasing rate notes."

Mr. Wedo, who joined New World as CEO in August 2001, assumed
responsibility for the company's finance and accounting
functions on April 2, 2002, when he was appointed to the
additional post of Chairman by the Board of Directors following
the resignation of Chairman and founder Ramin Kamfar. On that
same date, Chief Financial Officer Jerold Novack was dismissed
by the Board with cause. Under the company's former structure,
the CFO reported directly to the Chairman.  Mr. Wedo added that
the company is in the process of finalizing agreements with a
new CFO and several other key members of its senior executive
team.

                    Operating results revised

The company also disclosed that it has revised operating results
for the first three quarters of fiscal 2001 and, accordingly,
has filed amended Form 10-Qs for the applicable quarters. The
revisions reflect adjustments for unauthorized bonus payments to
certain former executive officers and former employees, as well
as the reclassification of certain operating and financing
related expenses previously recorded as part of  the Einstein
acquisition costs and restructuring charges. The aggregate net
effect of these adjustments was a $4.7 million reduction in
EBITDA for the first nine months of 2001 to a restated total of
$9.4 million from the $14.1 million originally reported. The
unauthorized bonus payments totaling $3.5 million were made in
connection with the Einstein acquisition. Approximately $1.0
million of those payments were made in the third quarter of
fiscal 2001 and the balance in the first quarter of fiscal 2002,
ended April 2. All of these payments were originally recorded in
the company's financial statements in the second and third
quarters of fiscal 2001 as part of the acquisition costs
associated with the Einstein transaction and as a restructuring
charge.  Results for those quarters have since been revised to
reverse that treatment. The aggregate of those payments
(including $1.0 million in the third quarter of fiscal 2001 and
$2.5 million in the first quarter of 2002) has been or will be
recorded as general and administrative expense in the respective
quarters. An aggregate of $2.5 million of those payments was
offset against payments to be made in connection with the
separation of certain officers and employees from the company.
The remaining portion of the unauthorized bonus payments that
has not been repaid or offset, plus certain other unauthorized
payments that have not been recovered in the amount of $0.2
million (an aggregate of $1.2 million), has been recorded as a
receivable from the former officer.  Based on management's
evaluation of the collectability of this amount, the company has
recorded an allowance for uncollectable receivable with a
corresponding charge to bad debt expense in the quarters in
which the payments occurred.

In addition to the unauthorized bonuses, an aggregate of
approximately $3.4 million, primarily relating to previously
discussed operating expenses, was originally recorded during the
second and third quarters of 2001 as acquisition costs and
restructuring charges. The company has revised its results for
the first, second and third quarters of 2001 to appropriately
record these items in the respective quarters in which they were
incurred .

"We are highly confident in the integrity of our fiscal 2001
financial statements and in the process that was undertaken to
present these results," said Mr. Wedo. "We sincerely regret the
delays in filing our 10-K for fiscal 2001, and appreciate our
stakeholders' patience in waiting for this document to be filed.
By definition, an audit is a comprehensive process.  Though the
delays encountered were of great concern to me, I believe that
this painstaking process -- including close scrutiny of
accounting for the Einstein acquisition, restructuring charges
and related party transactions -- fulfilled our objectives."

New World is a leading company in the quick casual sandwich
industry.  The company operates stores primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises stores under the Manhattan Bagel and Chesapeake Bagel
Bakery brands.  As of May 14, 2002, the company's retail system
consisted of 468 company-owned stores and 293 franchised and
licensed stores in 34 states.  The company also operates three
dough production facilities and one coffee roasting plant.

As previously reported, Standard & Poor's has placed New World
Restaurant's B- corporate credit rating on CreditWatch Negative.
Also, the company's securities have been recently delisted from
the OTC Bulletin Board for noncompliance of listing
requirements.


OPEN PLAN SYSTEMS: Files for Chapter 11 Protection in Virginia
--------------------------------------------------------------
Open Plan Systems, Inc. (OTC Bulletin Board: PLAN), a
remanufacturer of modular office work stations, has filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.  The filing occurred on May 30,
2002 in the United States Bankruptcy Court for the Eastern
District of Virginia, Richmond Division.  The Company intends to
operate as a debtor in possession under its pre-petition
management structure.  The Company's Chapter 11 filing will
allow it to continue business operations while it formulates a
restructuring plan.

Anthony F. Markel, Chairman of the Board, said, "The Company has
been in a financial turnaround process since May 2001 when the
Company's former president resigned and the Board of Directors
named an interim Operating Committee to manage the day-to-day
affairs of the Company and to develop a turnaround plan.  Since
that time, the Company has taken several significant
restructuring steps, including closing several unprofitable
sales offices and its production facility in Lansing, Michigan,
initiating the liquidation of its Mexican subsidiaries,
consolidating all production into the Company's Richmond
production facility, selling a partially constructed production
facility in Lansing, Michigan and retiring approximately $2.5
million in related debt, reducing its workforce and exiting
unprofitable product lines. The current management team and the
employees have worked diligently with the Board of Directors on
the turnaround process but, unfortunately, the levels of sales
and expenses have not been in amounts necessary to support
profitable operations."

Thomas M. Mishoe, Jr., President & Chief Executive Officer said,
"The Company has been adversely impacted by the overall economic
downturn over the past few quarters that has also negatively
impacted the entire office furniture industry.  The sales and
profitability challenges that the Company has experienced during
that time have been shared by all of our competitors and
suppliers and by the furniture industry as a whole.
Additionally, the terrorist attacks of September 11th had a
negative impact on the Company's business.  The Company's booked
orders decreased dramatically immediately following the
September 11th terrorist attacks and have not yet returned to
pre-September 11th levels."

Mr. Mishoe continued, "In spite of the Company's current
challenges, management believes there is a viable and profitable
business opportunity to remanufacture Herman Miller
workstations.  Over the next several weeks, the Company will be
considering a number of potential opportunities and initiatives
in connection with formulating a restructuring plan, including
pursuing additional funding or investments in the Company from
interested parties or a sale of the Company."

In addition, Mishoe said, "The Company wants customers and
vendors to understand that filing for Chapter 11 protection
should not have any significant impact on the Company's post-
petition activities with customers and vendors.  Further, the
Company will request the Bankruptcy Court to authorize it, in
its sole discretion in the ordinary course of its business, to
honor or pay certain pre-petition obligations to ongoing
customers relating to refunds, adjustments and other credits and
to honor deposits or prepayments from customers for goods and
services that, as of the date of the bankruptcy filing, had not
been delivered or provided to such customers.  During the
Chapter 11 process, the Company plans to continue its business
as usual and will strive to continue to produce the highest
quality product and to deliver the highest quality service to
its customers while simultaneously pursuing restructuring
alternatives."

In conjunction with the filing, the Company has reached an
agreement with its pre-petition lender, Wachovia Bank, N.A., to
use, subject to Bankruptcy Court approval, cash collateral for
the next thirty days.  The permitted use of cash collateral is
expected to provide the Company with the available cash to
continue its operations while exploring viable restructuring
alternatives.

Open Plan Systems, Inc. remanufactures and markets modular
office workstations through a network of Company-owned sales
offices and selected dealers.  Workstations consist of movable
panels, work surfaces, storage units, lighting and electrical
distribution combined into a single integrated unit.  The
Company has recycled over fifty million pounds of workstations.
Under its "As Is" program, the Company also purchases and
resells used workstations.  Additionally, the Company markets a
wide variety of other office-related products including chairs,
desks and other office furniture.


OPEN PLAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Open Plan Systems, Inc.
        Tavenner & Beran, PLC
        1015 East Main Street, First Floor
        Richmond, Virginia 23219
        fdba Immaculate Eagle, Inc. T/A
        fdba TFM Remanufactured Office Furniture

Bankruptcy Case No.: 02-64657

Type of Business: The Company remanufactures and markets
                  modular office work stations. In addition,
                  the Company markets new office chairs, desks
                  and other furniture products.

Chapter 11 Petition Date: May 30, 2002

Court: Eastern District of Virginia - Live (Richmond)

Debtors' Counsel: Paula S. Beran, Esq.
                  Tavenner & Beran, PLC
                  1015 East Main Street, First Floor
                  Richmond, Virginia 23219
                  804-783-8300
                  Fax 804-783-0178

Total Assets: $6,572,000

Total Debts: $6,536,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Ernst & Young LLP                                      $72,500

Metals USA, Forest Manufacturing                       $71,686

Edificio Noriega y Escobedo                            $64,802

John H. Miller                                         $43,662

Atlantic Extrusions Corporation                        $38,543

GMAC                                                   $38,059

Compatico                                              $35,729

Liberty Property Limited Partnership                   $33,708

Trigon/Group # 42554-000                               $31,145

Custom Lights                                          $29,306

United Chair                                           $26,146

Modular Systems Installation, Inc.                     $24,765

GARCO                                                  $23,667

City Business Journals, Inc.                           $20,239

GMI                                                    $18,915

Guilford of Maine Textile Reso                         $18,299

Kreilkamp Trucking, Inc.                               $18,072

Gibraltar, Inc.                                        $18,004

3-R Installation                                       $17,760

K & A Manufacturing Inc.                               $17,050


PACIFIC GAS: Court Issues Scheduling Order for Plan Confirmation
----------------------------------------------------------------
The Court issued a Scheduling Order Supplementing Orders
Approving Disclosure Statement for Pacific Gas and Electric
Company Plan of Reorganization filed by the PG&E Proponents and
the competing plan filed by the CPUC.

In the Scheduling Order, the Court reaffirms the April 24, 2002
Order and May 17, 2002 Order approving the PG&E Disclosure
Statement and the CPUC Disclosure Statement, respectively.

The Court's Scheduling Order also provides:

                       Confirmation Hearing

The hearing to consider confirmation of the PG&E Plan and the
Plan of Reorganization filed by the California Public Utilities
Commission will start with a Status Conference on August 1, 2002
at 9:30 a.m. at the United States Bankruptcy Court, 235 Pine
Street, 22nd Floor, San Francisco, California.

At the Status Conference, the Court will establish:

(1) discovery procedures with respect to any objections to
    confirmation which are filed in accordance with the
    procedures set in the Scheduling Order, as described below;

(2) a briefing schedule with respect to issues to be presented
    in connection with confirmation of the Plans; and

(3) a schedule for continuation of the Confirmation Hearing;

provided, however, that the Confirmation Hearing may be
adjourned from time to time without prior or other notice, other
than an announcement of the adjourned hearing date at the
Confirmation Hearing.

Any party who files an objection to confirmation (or such
party's designee) must appear at the August 1, 2002 hearing;
otherwise, the objection will not be considered.

                      Confirmation Objections

Any objection to confirmation of the PG&E Plan or the Commission
Plan must

(a) be in writing,

(b) set forth the name and address of the objecting party, the
    nature of the Claim or Interest of such party, the nature of
    the objection and the legal basis for the objection (as
    described more fully below),

(c) describe any discovery that such objecting party desires to
    conduct in connection with the objections presented, and

(d) be filed with and received by the Clerk of the United States
    Bankruptcy Court for the Northern District of California
    (including a copy for Chambers of Judge Montali), together
    with proof of service, and served upon and received no later
    than 4:00 p.m., Pacific time, on July 17, 2002 by:

    (1) Pacific Gas and Electric Company, 77 Beale Street, P.O.
        Box 7442, San Francisco, California 94120,
        Attn: General Counsel;

    (2) PG&E Corporation, One Market, Spear Street Tower, Suite
        2400, San Francisco, California 94105,
        Attn: General Counsel;

    (3) Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
        Attorneys for Pacific Gas and Electric Company, Three
        Embarcadero Center, 7th Floor, San Francisco, California
        94111,
        Attn: James L. Lopes;

    (4) Dewey Ballantine LLP, Attorneys for PG&E Corporation,
        Two Houston Center, 909 Fanin Street, Suite 1100,
        Houston, Texas 77010,
        Attn: Alan Gover;

    (5) Weil, Gotshal & Manges LLP, Attorneys for PG&E
        Corporation, 767 Fifth Avenue, New York, New York 10153,
        Attn: Michael Kessler;

    (6) The Office of the United States Trustee, 250 Montgomery
        Street, Suite 1000, San Francisco, California 94104,
        Attn: Stephen L. Johnson;

    (7) Milbank, Tweed, Hadley & McCloy LLP, Attorneys for
        Official Unsecured Creditors' Committee, 601 South
        Figueroa Street 30th Floor, Los Angeles, California
        90017,
        Attn: Robert Moore;

    (8) The California Public Utilities Commission, 505 Van Ness
        Avenue, San Francisco, California 94111, Attn: Gary M.
        Cohen; and

    (9) Paul, Weiss, Rifkind, Wharton & Garrison, Attorneys for
        the California Public Utilities Commission, 1285 Avenue
        of the Americas, New York, New York 100 19-6064,
        Attn: Alan W. Kornberg.

Objections are to briefly state the grounds on which each
objection is based in a manner sufficient to give notice to the
proponents of the Plan of the nature of the objections, but
shall NOT include a memorandum of legal or factual points and
authorities or other discussion of the legal theories for the
objection.

                        Discovery Protocol

On or before July 22, 2002, the Commission and PG&E are directed
to file with the Court and serve on any party who filed an
objection pursuant to the Scheduling Order, a motion setting
forth a proposed discovery protocol.  That Motion will be heard
on August 1, 2002 at 9:30 a.m.

                         Voting Deadline

August 12, 2002 is the last day for holders of claims and
interests to cast a ballot to accept or reject the PG&E Plan and
the Commission's Plan and, as appropriate, to indicate a
preference if both Plans are accepted. (Pacific Gas Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PACIFIC GAS: Denies Participation in "Wash" Trading Strategies
--------------------------------------------------------------
Pacific Gas and Electric Company informed the Federal Energy
Regulatory Commission that it did not engage in "wash,"
"roundtrip" or "sell/buyback" electric trades in the Western
United States markets.

The filing was in response to the Commission's request for
information about trading activities from more than 100
companies who sold power in the Western U.S. markets in 2000 and
2001.

In its response, Pacific Gas and Electric Company told FERC that
as part of the state's retail electric industry restructuring,
the utility was required by the California Public Utilities
Commission to bid all of its generation into the California
Power Exchange and California Independent System Operator and to
purchase through the PX and CAISO all of the electric energy
required to serve its retail customers (the so-called "buy/sell"
requirement). In August 2000, the CPUC modified the "buy"
requirement to permit the utility to make some energy purchases
through bilateral markets. All power purchased by Pacific Gas
and Electric Company under the resulting bilateral contracts was
used to meet retail load and was not resold in the markets.

On December 15, 2000, FERC ordered the elimination of the "sell"
requirement, allowing the utility to use its own resources to
serve directly its own load, rather than having to sell those
resources to the CAISO and PX. After this order, Pacific Gas and
Electric Company exclusively used its generation resources for
service to its own retail loads or to provide necessary
ancillary services to the CAISO.

At no time during this two-year period did Pacific Gas and
Electric Company use its generation resources to engage in
"wash," "round trip" or "sell/buyback" trading.

Pacific Gas and Electric Company's response to FERC is available
at http://www.pge.com


PERSONNEL GROUP: Saves Over $1.8M After Streamlining Initiatives
----------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA), a leading
information technology and professional staffing services
company, announced that a year-long initiative of office
consolidations, closures, relocations and lease space reductions
impacting 21 offices has yielded annualized rent expense savings
in excess of $1.8 million. These savings represent reductions in
cash rent payable and the benefits of the Company's previously
announced restructuring charges relating to office closures,
consolidations and lease space reductions.

"We are pleased that our ongoing efforts in streamlining our
facilities network are yielding such constructive results,"
noted Ken R. Bramlett, PGA Senior Vice President. "We believe
that the efficiencies we have gained in our real estate
management function will contribute to our fully taking
advantage of an improving business environment, at such time as
it becomes sustained. At this point, our most notable efforts -
in Northern California, Richmond, VA, Atlanta, GA, and
Charlotte, NC - have resulted in significant cost savings with
no discernable disruptions in operations."

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

                              *   *   *

As reported in the May 27, 2002 edition of Troubled Company
Reporter, Personnel Group of America announced that with the
senior credit facility extensions in place, the company has the
time to evaluate a full range of alternatives and select the
path it believes most beneficial to the Company. And with that
flexibility, the company would not expect to pursue any
deleveraging strategies, whether with the CSFB group
or otherwise, that did not appropriately balance the
improvements in PGA's balance sheet and long-term prospects
expected from any specific strategy with the current
shareholders' ownership interest. The company is going to work
closely with its advisor, UBS Warburg, to examine any
alternatives presented to the company by the CSFB group or
otherwise.


PETROMINERALS: Fails to Meet Nasdaq SmallCap Listing Standards
--------------------------------------------------------------
Petrominerals Corporation (Nasdaq: PTRO) has signed an agreement
to purchase 80% of the outstanding interest of Hero Nutritional
Products, LLC, a California limited liability company.

Hero Nutritional Products, LLC is a leader in the children's
vitamins and minerals market nationally and their "Yummi Bears"
product is currently ranked number one in sales for the 52 week
period ending December 31, 2001.  Sales for the last two years
have exceeded three and one-half million dollars ($3,500,000).

"Even though this acquisition may reflect a divergence from our
traditional business in the oil industry, it is clear that
because of our size and limited resources, we have been unable
to maintain the oil business as the material part of the
Company's business.  Accordingly, as this opportunity presented
strong current income as well as development potential, it was
very much in keeping with our strategic plan for growth of the
Company," said Morris V. Hodges, President of Petrominerals.

On April 9, 2002, the Company announced that as a result of
reserving for certain EPA liabilities, the Company was no longer
in compliance with the Nasdaq Small Cap minimum equity standard
of $2.0 million and was subject to delisting and that the
Company had requested review by a Nasdaq Listing Qualification
Hearing Panel.

On May 23, 2002, the Company's representatives appeared before
the Hearing Panel to request additional time to complete the
acquisition of Hero Nutritional Products, LLC.  Upon completion
of the acquisition, the Company will again meet the Nasdaq
minimum shareholder equity requirement.  The presentation
included supporting documentation and testimony on the Company's
ability to sustain long term compliance with the Nasdaq listing
requirements.

A decision by the Hearing Panel is anticipated in the near
future.


PHONETIME: Creditor Agrees to Swap $1.65MM Debt for Equity
----------------------------------------------------------
Phonetime(TM) (CDNX:YPO) has reached an agreement with one of
its creditors to retire $1.65 million in debt in exchange for 4
million common share purchase warrants. The warrants entitle the
holder to purchase 4 million common shares of Phonetime, during
the next two years, at an exercise price of $0.10 per common
share.

Rodney Franklin, Phonetime's Chairman, stated, "Our business and
growth prospects have been made stronger as a result of the
transaction. This restructuring almost totally eliminates our
long-term debt and significantly improves our balance sheet. The
elimination of this significant debt load will help us access
future financing and expand our core operating business."

Jeff Chelin, Phonetime's Chief Financial Officer, added,
"eliminating most of our long-term debt significantly improves
the Company's balance sheet, financial ratios and cash flows.
The increased financial stability created as a result of this
transaction will help the Company achieve increased sales
revenue and earnings in its current fiscal year.

Investors are encouraged to visit the Company's Web site --
http://www.phonetime.com-- which contains company and product
information, frequently asked questions downloadable financial
information and other informative content.

Phonetime is one of Canada's fastest growing companies, placing
3rd in Profit Magazine's 2002 "Profit 100", an annual ranking of
the fastest Canadian revenue growth companies. Focussed on
telecommunications, Phonetime has built one of Canada's largest
private long-distance networks into 21 cities with plans for a
further 11 cities to be added by the end of 2003. Phonetime's
retail and wholesale telecommunications services incorporate
state-of-the-art VoIP-based technology for commercial
applications, high-capacity switching platforms, and an
international carrier network. Phonetime also operates a
multilingual customer-service call centre and sells its own
branded pre-paid cards, NUVO, BRAVO, Chit Chat, and Call Value,
in addition to providing phone cards to over 2,000 retail
outlets, including Real Canadian Superstores, Business
Depot/Staples, and Future Shop. Licensed as a Class A,
International Carrier by the CRTC, the company currently has
offices in Toronto, Vancouver, and Montreal.


POLAROID CORP: Retirees Take Legal Actions to Pursue Claims
-----------------------------------------------------------
The Official Committee of the Polaroid Retirees announced a
series of legal actions to reinstate retiree benefits and to
pursue various claims of Polaroid's retirees against the
company. These actions include:

   -- Scheduling a hearing on the 1114 motion to reinstate the
      retiree benefits;

   -- Filing an objection to the planned sale of Polaroid
      assets to OEP Imaging Corporation;

   -- Withdrawing a January 31, 2002 letter to the U.S. Trustee
      regarding Polaroid's valuation of its assets;

   -- Demanding production of current studies of the Polaroid
      pension plan to determine the extent to which the plan is
      under-funded;

   -- Continuing the investigation into alleged breaches of
      fiduciary responsibility by members of Polaroid management
      and the Company's Board of Directors

Expressing the Committee's frustration at failed settlement
discussions with Polaroid, Al Gray, a litigator from Greenberg
Traurig's Boston office and counsel for the Official Committee
of Polaroid Retirees, said, "For the last five weeks, we have
asked repeatedly for a draft of our settlement agreement in
principle that Polaroid proposed immediately prior to the
hearing on our motion to reinstate retiree benefits. The
company's failure to follow through on an agreement that we
negotiated in good faith simply leaves us no choice."

Karl Farmer, Chairman of the Committee of Retirees, said, "We
have given Polaroid more than ample time to do the right thing -
again. Instead, the current management team has continued a
pattern of operating in their own self interest, without regard
for the people who built the company."

Separately, in a letter to the Office of the United States
Trustee, Scott Cousins, Managing Shareholder of Greenberg
Traurig's Delaware office, said that the Committee intends to
"to investigate potential breaches of fiduciary responsibility
by various members of Polaroid management to retirees as well as
the propriety of the sale of assets to OEP Imaging Corporation.
In connection with Polaroid's proposed sale to OEP Imaging, the
Retiree Committee intends to fully investigate Polaroid's
valuation of these assets and to explore alternatives to such
sale, including a stand-alone reorganization." (Polaroid
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PSINET INC: Allows GECC $29MM Proof of Claim for Voting Purposes
----------------------------------------------------------------
In connection with the First Objections of General Electric
Credit Corporation to PSINet, Inc.'s Disclosure Statement and
GECC's Opposition and Response to the Debtor's Motion to
Establish Procedures for Temporary Allowance of Claims, the
parties have reached an agreement regarding the temporary
allowance of GECC claims for voting purposes.

A Stipulation, so ordered by the Court, provides that:

A.  GECC's $29,367,251.12 Proof of Claim will be temporarily
    allowed, and GECC is entitled to cast vote on account of
    claims totaling:

    (1) $3,500,010 in Class 2 as a Secured Claim; and

    (2) $25,867,241.12 in Class 3 as a General Unsecured Claim.

B.  With respect to GECC's $790,196.24 Proof of Claim, GECC may
    cast votes on account of claims totalling:

    (a) $94,823.55 in Class 2 as a Secured Claim; and

    (b) $695,372.69 in Class 3 as a General Unsecured Claim.

These allowances are temporary and for voting purposes only, and
the Debtors and the Committee (including any successors under a
confirmed Plan) retain all defenses and objections to these
claims, and to the validity, priority and enforceability of any
claimed security interests under the claims. (PSINet Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


QUALITY DISTRIBUTION: Closes Fin'l Workout via Equity Infusion
--------------------------------------------------------------
Quality Distribution, Inc. said that it had completed a
financial restructuring through an equity infusion and bond
exchange resulting in approximately $70 million of reduced
operating company indebtedness and a long term modification to
its credit agreement effective through December 31, 2005. In
connection with the restructuring, Apollo Management, L.P., the
Company's controlling shareholder, has invested approximately
$40 million in preferred stock. In addition, several of the
existing holders of the Company's Senior Subordinated Notes and
Floating Interest Rate Subordinated Term Securities have
exchanged their debt securities for a combination of debt and
equity securities. The credit agreement amendment provides for
less restrictive loan covenants beginning March 31, 2002 through
final maturity.

"The financial restructuring and equity infusion by Apollo will
enable us to focus on supporting our customers through
efficient, timely, and safe transportation of bulk chemicals
while increasing value to our shareholders and business
constituents. By strengthening our balance sheet and
significantly reducing our cash interest requirements, QDI will
be able to reduce its senior debt over the next several years,
freeing up credit availability and allowing us to take advantage
of growth opportunities in the chemical transportation markets,"
said Tom Finkbiner, Quality Distribution CEO.

Josh Harris, founding senior partner for Apollo, stated, "Our
confidence in QDI's growth and success is high. The management
team and business model have been instrumental in maintaining
sound operating ratios, generating positive cash flow, and
positioning the company for future growth. As a result, we are
investing additional equity in what we know to be a true
franchise asset."

Headquartered in Tampa, Florida, Quality Distribution, Inc.
operates approximately 3,400 tractors and 7,700 trailers through
three principal transportation subsidiaries: Quality Carriers,
TransPlastics, and Quebec based Levy Transport. The Company also
holds varied business interests in other bulk transportation
services, including tank cleaning, freight brokerage, rail
transloading, and ISO tank/container transporting. Quality
Distribution, Inc. is an American Chemistry Council Responsible
Carer Partner and is a core carrier for many of the Fortune 500
companies who are engaged in chemical processing.

As previously reported, Standard & Poor's has downgraded Quality
Distribution's rating to junk level following its $140 million
exchange offer.


REPUBLIC TECH.: Court OKs Uniform Asset Sale Bidding Procedures
---------------------------------------------------------------
Republic Technologies International LLC, the nation's leading
supplier of special bar quality steel, has secured U.S.
Bankruptcy Court approval for a business sale process that is
expected to facilitate the business's restructuring and maximize
its value.

Judge Marilyn Shea-Stonum in Akron, Ohio, approved Republic's
motion which put in place first-offer protections and bidding
procedures for an asset purchase agreement to sell a substantial
portion of the company's assets to an investment group formed by
KPS Special Situations Fund, L.P., and Hunt Investment Group,
L.P.  The court order imposed a July 2 deadline for competing
offers, set an auction for July 8 and scheduled a July 9 hearing
for the court to consider approval of the sale.

Republic's bank group indicated such protections and procedures
would pave the way for it to extend the company's debtor-in-
possession financing, which was scheduled to expire Friday, to
facilitate the sale.

"[Fri]day's developments will enable us to proceed along the
course that will best serve the long-term interests of our
customers, suppliers, employees and creditors," said Joseph F.
Lapinsky, Republic's president and chief executive officer.
"There is also ample opportunity for any additional qualified
bidders to come forward.  We are looking forward to finalizing
this transition to permit a viable, strong business to emerge
from Chapter 11."

Both the investors and the bank group requested first-offer
protections for the RTI Acquisition Corp. as a condition for
extending their support long enough to accommodate other
potential bidders.

Under the proposed transaction by KPS/Hunt, valued at more than
$450 million, the new owners would operate Republic's primary
steelmaking facilities in Canton and Lorain, Ohio, as well as
many of its other facilities.  In all, the investors propose
hiring approximately 2,500 of Republic's nearly 4,000 employees.
A newly negotiated contract with the United Steelworkers of
America is credited with facilitating the purchase offer.

Republic Technologies International, based in Fairlawn, Ohio, is
the nation's largest producer of high-quality steel bars. With
nearly 4,000 employees and 2001 sales of approximately $1
billion, Republic was included in Forbes magazine's 2001 and
2000 lists of the largest U.S. private companies. Republic has
plants in Canton, Massillon, and Lorain, Ohio; Beaver Falls,
Pa.; Chicago and Harvey, Ill.; Gary, Ind.; Lackawanna, N.Y.;
Cartersville, Ga.; and Hamilton, Ont. The company's products are
used in demanding applications in the automotive, agricultural,
aerospace, off-highway, industrial machinery and energy
industries.


RURAL/METRO CORPORATION: S&P Affirms CCC Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's removed its ratings on emergency medical
services company Rural/Metro Corp. from CreditWatch, where they
were placed with negative implications on January 27, 2000. The
triple-'C' corporate credit, unsecured bank facility, and senior
unsecured note ratings are affirmed.

The ratings actions reflect Scottsdale, Arizona-based
Rural/Metro's improving but still weak financial performance and
cash flow, and its ability to remain current on its required
debt payments. The outlook is negative. About $350 million of
rated debt and bank loans are affected.

"Rural/Metro still remains without a source of liquidity until
the situation with its bank agreement is resolved. The company's
minimal free cash flow provides little ability for reinvestment
in its existing business or in new growth opportunities,"
commented Standard & Poor's credit analyst David Peknay.

The risks associated with the company's lack of liquidity, weak
cash flow, and uncertainty regarding the eventual resolution of
the bank agreement issues, are adequately reflected in the
ratings and outlook. The negative outlook is in consideration of
any adverse implications of a resolution of the covenant
violation issues.

Rural/Metro has experienced weak operating performance and
limited financial flexibility. It has been affected by
reimbursement pressures, poor receivable collections, and
turmoil in Argentina.

Extensive efforts to improve its portfolio of service contracts,
operating efficiency, and cash collections have had a positive
impact. The company has been able to generate sufficient cash
flow to cover all its currentoperating and debt payment
requirements.

Rural/Metro is a leader in the very fragmented emergency medical
services industry, including ambulance and fire protection
services. The company provides services to over 400 communities
in 25 states, the District of Columbia, and Latin America.


SPORTSLINE.COM INC: U.K. Unit Placed In Administration
------------------------------------------------------
SportsLine.com, Inc. (Nasdaq: SPLN), a leading Internet sports
media company and publisher of CBS SportsLine.com --
http://cbs.sportsline.com-- announced that Sports.com Limited,
Europe's leading digital sports channel provider and publisher
of http://www.sports.com was placed into administration in an
attempt to preserve the business and find a buyer.

Administration is a procedure in the U.K. pursuant to which a
court-appointed administrator assumes day-to-day control of a
company in order to determine whether a business should be
reorganized, sold or liquidated.  SportsLine owns approximately
30% of Sports.com Limited, which has been carried at a zero cost
basis on SportsLine.com's financial statements since last year.

The actions affecting Sports.com will not have any material
effects on the financial condition or business operations of
SportsLine.com. As previously disclosed, since July 17, 2001,
SportsLine.com had no longer consolidated the results of
Sports.com and has accounted for its investment in Sports.com
under the equity method of accounting.  SportsLine.com had not
been recording any losses generated by Sports.com after July 17,
2001 as the book value of its investment in Sports.com had been
reduced to zero.

Bruce Mackay and Colin Haig of the London accounting firm of
Baker Tilly were appointed this morning as administrators in the
London High Court. According to Sports.com's announcement,
Mackay said, "We think there is a possibility of selling the
sports.com Web site and we intend to run it through the World
Cup.  For this we need to secure the support of key suppliers,
the advertisers and sponsors, and of course the public who use
the site."

"SportsLine.com's focus has been on our core domestic business
and this action will have no effect on how we operate or on our
financial condition as we deconsolidated Sports.com's operating
results last year," said Michael Levy, founder, chairman and CEO
of SportsLine.com. "We and the other shareholders were unwilling
to provide additional capital to fund Sports.com's operations
and we support the decision by the Sports.com Board of Directors
to place the company in administration in order to protect the
creditors."

SportsLine.com owns and licenses the sports.com domain to
Sports.com Limited under the terms of an inter-company
agreement.  In the event of a sale of Sports.com Limited,
SportsLine.com will carefully evaluate the terms of the inter-
company agreement to determine how it will be affected,
including the right of any purchaser to continue to use the
sports.com domain.

Sports.com was formed and launched its first Web site in the
United Kingdom in 1999. Sports.com has subsidiaries in Italy,
France, Germany and Spain, which according to the administrators
are not in administration but are for sale.

SportsLine.com is the leading edge of media companies providing
Internet sports content, community and e-commerce. As the
publisher of CBS SportsLine.com and the official Web sites of
the NFL and the PGA TOUR, the Company serves as one of the most
comprehensive sports information sources available, containing
an unmatched breadth and depth of multimedia sports news,
information, entertainment and merchandise. SportsLine.com also
has strategic relationships with Major League Baseball and the
NBA, and serves as a primary sports content provider for America
Online.


SUNTERRA CORP: Confirmation Hearing Scheduled for June 20
---------------------------------------------------------
On April 26, 2002, the Bankruptcy Court approved the Disclosure
Statement Under 11 U.S.C. Sec. 1125 in Support of Third Amended
and Restated Joint Plan of Reorganization of Sunterra
Corporation and Affiliated Debtors, as amended. The Company has
commenced the solicitation of votes of certain of its creditors
for approval of the Third Amended Plan, as required by the
Bankruptcy Code.

Upon confirmation and effectiveness of the Third Amended Plan,
the Company's currently outstanding common stock shall be
cancelled and the holders of such common stock shall not be
entitled to, and shall not, receive or retain any property or
interest in property on account of such common stock.
Accordingly, holders of the Company's common stock will not
receive any amounts with respect to their shares.

The hearing to consider confirmation of the Third Amended Plan
is scheduled to take place on June 20, 2002, subject to
adjournment and continuation. There can be no assurance that the
Third Amended Plan will be confirmed or become effective.


TECSTAR: Gets Nod to Bring-In Haskell & White as Tax Preparers
--------------------------------------------------------------
Don Julina, Inc., formerly known as Tecstar, Inc. and its
debtor-affiliates sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to retain and
employ Haskell & White as Tax Preparers.  The Debtors sought to
employ Haskell & White to prepare their federal and state income
taxes for the year ending December 31, 2001 and to seek tax
refund of more than $3 million for the benefit of the estate.

As set forth in the Agreement, the professional services that
Haskell & White will render to the Debtors include seeking tax
refund and preparing the federal and state income tax returns
for the year ending December 31, 2002:

     a) Federal Consolidated Income Tax Return;

     b) California Combined Franchise Tax Return; and

     c) Application for Tentative Refund, Form 1139

The Debtors and Haskell & White have agreed on a fee of $48,000
for the tax preparation services. Because of the limited scope
of services to be provided by Haskell & White, it will not be
required to file applications for compensation in the Court.

Tecstar, Inc. manufactures high-efficiency solar cells that are
primarily used in the construction of spacecraft and satellite.
The Company filed for chapter 11 protection on February 07,
2002. Tobey M. Daluz, Esq. at Reed Smith LLP and Jeffrey M.
Reisner at Irell & Manella LLP represent the Debtors in their
restructuring efforts. When the company filed for protection
from its creditors, it listed assets of over $10 million and
debts of over $50 million.


TELEGLOBE: Seeking Court's Nod to Appoint Logan as Claims Agent
---------------------------------------------------------------
Teleglobe Communications Corporation and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Southern
District of New York to contract Logan & Company, Inc. as claims
and noticing agent of the Court.

The Debtors anticipate that the large number of creditors and
other parties in interest involved in these cases may impose
heavy administrative and other burdens upon the Court and the
Office of the Clerk of the Court. The Debtors believe that
appointing Logan as claims processing and noticing agent will
relieve the Court of these burdens.

Under the Logan Agreement, it is anticipated that Logan will
perform these services:

     a) prepare and serve required notices in these chapter 11
        cases,

     b) within five days after the mailing of a particular
        notice, file with the Clerk's Office a certificate or
        affidavit of service

     c) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in
        a claims database

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

     f) transmit to the Clerk's 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 proofs of claim or proofs of interest in
        these cases and make the list available upon requests to
        the Clerk's Office or at the expense of any party in
        interest;

     h) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        these cases without charge during regular business
        hours;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers to the
        extent required by Bankruptcy Rule 3001(e);

     j) provide temporary employees to process claims, as
        necessary;

     k) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe; and

     l) provide such other claims processing, noticing and
        related administrative services as may be requested from
        time to time by the Debtors.

In addition, the Debtors is employing Logan to assist them with:

     a) the preparation of their schedules of assets and
        liabilities, statements of financial affairs and master
        creditor lists and any amendments thereto;

     b) the reconciliation and resolution of claims;

     c) the preparation, marking and tabulation of ballots and
        other related services for the purpose of voting to
        accept or reject a plan or plans of reorganization; and

     d) technical support in connection with the tasks.

The Debtors agree to make an advance payment to Logan in an
amount of $7,500 by the time this request is approved. Logan
will submit its invoice to the Debtors at the end of each
calendar month. If any amount is unpaid as of 30 days from the
receipt of the invoice, the Debtors shall pay a 1-1% interest
on late charges.

Teleglobe Communications Corporation is a wholly-owned indirect
subsidiary of Teleglobe Inc., a Canadian Corporation. Teleglobe
currently provides services in more than 220 countries via a
fully integrated network of terrestrial, submarine and satellite
capacity. During the calendar year 2001, the Teleglobe Companies
generated consolidated gross revenues of approximately $1.3
billion. As of December 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately 44.1
billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002. Mark D.
Collins, Esq., Patrick Michael Leathem, Esq., Daniel J.
DeFranceschi, Esq. at Richards Layton & Finger, PA represent the
Debtors in their restructuring efforts.


TRANSTECHNOLOGY: Completes Sale of U.S. Retaining Ring Business
---------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has completed the sale of
substantially all of the assets of its TransTechnology
Engineered Rings (USA) Inc. subsidiary to a newly formed entity
controlled by SeaView Capital LLC of Providence, Rhode Island,
for cash consideration of $2.9 million, a note in the amount of
$.8 million, and warrants for 5% of the equity of the new
entity.

Proceeds from the sale were used to reduce debt.

TransTechnology previously announced a restructuring program
through which it planned to exit the manufacture of specialty
fasteners and other industrial products in order to focus solely
on the design and manufacture of defense and aerospace products.
In July 2001 the company sold its Breeze and Pebra hose clamp
businesses for $48 million, in December 2001, sold its
Engineered Components business for $96 million, in February 2002
sold its German retaining ring business for $20 million, and in
May 2002 sold its aerospace rivet business for $3.2 million. The
company has used the proceeds of these divestitures and its
internally generated cash flow to reduce its debt from $273
million at March 31, 2001 to its current level of $104 million.

The company stated that it remained in negotiations with third
parties relative to the sale of its retaining ring operations in
the UK and Brasil and its TCR cold-headed business in
Minneapolis.

Following the completion of its divestiture and restructuring
programs, TransTechnology Corporation will be solely a
manufacturer of aerospace equipment, with a concentration in the
military and defense industries.

TransTechnology Corporation -- http://www.transtechnology.com--
headquartered in Liberty Corner, New Jersey, designs and
manufactures aerospace products through its Breeze Eastern and
Norco operations with over 300 people at its facilities in New
Jersey and Connecticut.

As reported in the May 13, 2002 edition of Troubled Company
Reporter, Transtechnology has essentially completed the
restructuring of its operations. It is now at the point at
which the company must address the restructuring of its balance
sheet. While it expects its operating income to continue to be
strong over the next several quarters, clearly the debt level
the company has and the interest rates the company is paying are
not conducive to the creation of shareholder value over the long
or short terms. As a result, the company is currently
undertaking a study relative to the possible restructuring of
the company's balance sheet with the goal of providing a capital
structure that will form the basis for an immediate benefit to
and long-term increase in shareholder value as well as the
capital necessary to sustain and grow its aerospace businesses.


TRIANGULUM CORP: Creditors Likely to Appoint A Receiver Manager
---------------------------------------------------------------
On Thursday May 23, 2002, Mr. Roger W. Leeman resigned as a
director of Triangulum Corporation. Thereafter, Tim Crago
resigned as Director and President of Triangulum, and from all
other offices and positions he held with Triangulum and its
subsidiaries. Later that same day, the other members of
Triangulum's board, Mr. Christopher Tremaine, Mr. Gordon Baker
and Mr. Jeff Moody resigned their respective directorships and
offices with Triangulum.

On Friday May 24, Mr. Scott Bonli, VP Finance and Chief
Financial Officer, resigned. Later in the day on the 24th, Mr.
Tremaine and Mr. Baker, in their capacity as secured creditors
of Triangulum, demanded payment of Triangulum's indebtedness to
them and delivered a Notice of Intention to Enforce Security to
Triangulum. Mr. Tremaine and Mr. Baker then notified the Market
Surveillance branch of the TSX Venture Exchange of the foregoing
events and the Exchange halted trading in Triangulum's
securities.

It is anticipated that the secured creditors will appoint a
receiver manager.


USG CORP: Judge Newsome Extends Exclusive Filing Time to Nov. 1
---------------------------------------------------------------
Judge Newsome grants USG Corporation and its debtor-affiliates
an extension of their exclusive period during which to propose
and file a plan of reorganization through November 1, 2002 and
gives the Company the exclusive right to solicit acceptances of
that plan through December 31, 2002. (USG Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)

USG Corporation's 8.5% bonds due 2005 (USG1), DebtTraders says,
are quoted at about 79. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG1


UNIFORET INC: First Quarter 2002 Net Loss Narrows to $400K
----------------------------------------------------------
Uniforet Inc. announces that it has incurred a net loss of $0.4
million during its first quarter ended March 31, 2002 compared
with a net loss of $11.7 million for the same period in 2000.

On May 16, 2002, the U.S. International Trade Commission
announced it found no threat of material injury to U.S lumber
industry and thus forgive all countervailing duties and
antidumping duties on Canadian lumber shipments into the United
States prior to May 5, 2002. Duties paid or guarantees issued to
cover potential duties will be reimbursed or cancelled. The
Company thus cancelled accounted for provisions relating to
potential antidumping duties on shipments made during the first
quarter of 2002 resulting in a $2.5 million increase in net
sales for that period. Moreover, a non recurring gain of $3.3
million will be included in the Company's results for its second
quarter of fiscal 2002 for the recovery of countervailing duties
and antidumping duties paid on lumber shipments made during
fiscal 2001 to U.S.

In 2001, the Company adopted the new recommendations of the
Canadian Institute of Chartered Accountants concerning foreign
currency translation. Under the new standard, the Company
recognizes in income the effect of foreign exchange fluctuations
on long-term assets and liabilities denominated in foreign
currencies, especially long-term debt. These changes were
adopted retroactively and the amounts presented for prior fiscal
years and periods have been restated accordingly. This change in
accounting policy has resulted in increase in the Company's
financial charges for first quarters of 2002 and 2001 by an
amount of $0.3 million and $9.6 million respectively.

The meeting of the class of US Noteholders-creditors is still
suspended by Court order rendered on July 26, 2001 pursuant to
proceedings instituted by a few of the US Noteholders until
settlement of the composition of that class of creditors. The
hearing for those proceedings was held from December 3 to
December 21, 2001, and from January 28, 2002 to February 1,
2002, and pleadings were completed on March 15, 2002. The
Company is awaiting judgment. The six other classes of creditors
have approved the amended plan of arrangement.

The accompanying consolidated financial statements for the
quarters ended March 31, 2002 and 2001 have been compiled on the
same basis as for the consolidated financial statements for the
year ended December 31, 2000, using the going concern
assumption. In addition, these consolidated financial statements
do not include any value adjustment or reclassification of
assets, liabilities or operating results that may be appropriate
given recent events and pursuant to the implementation or the
non-implementation of a potential plan of arrangement with
creditors or any other reorganization plan.

Thanks to historically low interest rates, North American
housing activity improved during the first quarter of 2002,
resulting in increased lumber demand and improved net selling
prices.

                              SALES

Sales for the first quarter of 2002 decreased by 11,2% to $39.1
million, compared with those of the same quarter of last year.
Lumber sales showed an impressive improvement of 28.2% to $39.1
million due to a 41.4% increase in net selling price, including
an 12.4% increase relating to cancellation of provisions
accounted for potential antidumping duties on shipments made
during the first quarter of 2002. Shipments of the first quarter
of 2002 decreased by 12.8% compared with those of the same
period of last fiscal year. As a result of the interruption of
the Port-Cartier's operations which began in the first quarter
of 2001, all Port-Cartier woodchips were sold on open markets
resulting in a 54.2% increase in shipments during the quarter
while net selling prices decreased by 7.4%. Pulp sector
generated no sales in the first quarter of 2002 as compared to
$13.5 million for the same period last year.

                     OPERATING INCOME

The operating income for the first quarter of 2002 was $5.6
million, compared with an operating loss of $1.7 million for the
same quarter last year. Thanks to improved lumber net selling
price, the operating income from the lumber sectors amounted to
$6.7 million, compared with an operating loss of $0.7 million
for the corresponding period. The operating loss from the pulp
business amounted to $1.0 million for each of the reporting
quarters.

                       CASH POSITION

$10.5 million were required by operations during the first
quarter of 2002 compared with $9.8 million for the corresponding
period of 2001. Net repayments on long term debt were $0.1
million compared with $0.3 million for the corresponding period
of 2001. In the first quarter of 2002, additions to fixed assets
were limited to $0.5 million compared with $0.6 million for the
corresponding period of 2001.

As at March 31, 2002, the Company had a bank overdraft of $7.0
million and a working capital deficiency of $26.3 million, for a
ratio of 0.67:1, compared with a ratio of 0.63:1 as at December
31, 2001.

                    OVERVIEW OF OPERATIONS

At the beginning of February, the Port-Cartier sawmill resumed
normal operations with the re-start of a 3rd shift which was
suspended since mid- October. Port-Cartier pulp mill remained
closed during the first quarter.

                         OUTLOOK

On last March 22, the DOC announced that the final
countervailing and antidumping duties on Canadian lumber
shipments into the United States would be 29%, effective May 23,
2002. Rates were revised down to 27.2% on March 26, 2002. The
Canadian lumber industry, the federal government and provincial
governments have categorically refuted US allegations and are
firmly opposed to the application of these duties. The Canadian
industry could appeal against the decision rendered by these
administrative agencies before the relevant courts and expert
panels of the North-American Free Trade Agreement and World
Trade Organization.

It is anticipated that the application of countervailing and
antidumping duties on Canadian lumber shipments into the United
States could entail volatility and uncertainty on this market
over the next few months. However, demand for lumber product
should remained fair as a result of the low interest rates.

Court should render a decision shortly regarding the proceedings
instituted by certain US Noteholders who object, among other
things, to the composition of that class of creditors.
Afterwards, the Company will be in a position to develop a
strategy to complete a plan of arrangement with its creditors.

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


VIASYSTEMS: Fitch Hatchets Senior Secured Notes Rating Down to D
----------------------------------------------------------------
Fitch Ratings has downgraded Viasystems Inc.'s Senior
Subordinated Notes rating to 'D' from 'CC'. The Senior Secured
Bank Credit Facility currently rated 'CCC' has been changed to
Rating Watch Evolving from Rating Watch Negative.

The rating downgrade reflects Viasystems' announcement that it
will not be making the June 1, 2002 scheduled interest payment
on its senior subordinated notes. At that point, the company
will be in technical default. The bank debt includes a cross
default provision, although Viasystems' recently amended credit
agreement provides a forbearance period of 90 days. On March 28,
2002, Fitch Ratings downgraded Viasystems ratings due to the
increased risk of bankruptcy as Fitch Ratings was concerned that
Viasystems would not meet its fourth-quarter 2001 bank covenants
and Viasystems had announced that it hired an investment banking
firm to help restructure its debt.

On May 30, 2002, Viasystems announced that it has come to an
understanding with Hicks, Muse, Tate & Furst Incorporated (HMTF)
and an Ad Hoc Committee of Bondholders (Committee) involving at
a minimum the exchange of $500 million of Viasystems' 9.75%
Senior Subordinated Notes into equity of a recapitalized
Viasystems, and that it is continuing negotiations with respect
to reaching a consensual resolution for a proposed
recapitalization. HMTF and the Committee together represent
approximately 68% of the ownership of the notes. Terms of the
exchange of the senior subordinated notes as well as other terms
of the proposed recapitalization have not been completed, and
negotiations will continue in an attempt to reach a final
binding agreement on all such matters.

Viasystems also announced on May 30, 2002, that it has entered
into an amendment to its existing bank credit agreement that
provides for a 90-day extension, which Viasystems anticipates
will be sufficient to complete the recapitalization. Terms of
the Viasystems' credit agreement remain substantially unchanged
during the 90-day period. If bondholders agree to proceed with
Viasystems' proposed recapitalization, and if bondholders
receive less than par value for the debt securities exchanged
into equity, the debt-for-equity recapitalization transaction
forces the rating on the securities converted to equity to a
default. The Rating Watch Evolving assigned to the Senior
Secured Bank Credit Facility will be resolved upon the close of
the restructuring. Fitch Ratings would assign a new rating to
the Senior Secured Bank Credit Facility reflective of the new
capital structure and business risk of the company.


WESTERN INTEGRATED: Committee Wants to Convert Cases to Chap. 7
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Western
Integrated Networks, LLC moves the U.S. Bankruptcy Court for the
District of Colorado to convert the Company's chapter 11 cases
to proceedings under chapter 7 of the Bankruptcy Code or, in the
alternative, appoint a chapter 11 trustee.

The Committee charges that the Debtors are "gambling away"
assets which could have been for the payment of creditor claims.

The Committee discloses that the Debtors have lost and are
continuing to lose millions of dollars.  Since the Petition
Date, the Debtors have incurred obligations totaling more than
$5.5 million and their burn rate continues at approximately $1
million per week while monthly revenues total only $400,000 to
$500,000.

The Debtors' project that, absent additional significant
funding, they will run out of money by mid-June 2002.  The
Debtors are operating their business upside down, the Committee
point out, all at the expense of unsecured creditors.

The Committee determined that there has been no commitment from
anybody to purchase the Debtors' assets or to fund the Debtors'
operations.  The Debtors won't curtail expenses as suggested by
the Committee, and are apparently making postpetition severance
payments without notice or Court order.

The Committee believes that the Debtors have no reasonable
likelihood of rehabilitation and asserts that converting this
case to a chapter 7 liquidation will be best for all parties-in-
interest.

Western Integrated Networks, LLC is a single source facilities
based provider of broadband services to residential and small
business customers in certain targeted markets. The Company
filed for chapter 11 protection on March 11, 2002. Douglas W.
Jessop, Esq., at Jessop & Company, P.C. assists the Debtors in
their restructuring efforts.


WHEELING-PITTSBURGH: Court Okays Settlement with TECO Transport
---------------------------------------------------------------
Judge Bodoh approved the terms of Wheeling-Pittsburgh Steel
Corp.'s proposed settlement of an administrative expense claim
in he amount of $1,373,001 asserted collectively by Electro-Coal
Transfer Corporation and Mid-South Towing Company, affiliates of
TECO Transport Corporation.

The salient terms of the settlement agreement are:

      (1) WPSC will pay TECO $100,000 as an administrative
expense claim, with payment to be made by June 7, 2002;

      (2) TECO will have an allowed, unsecured prepetition claim
against WPSC in the net amount of $1,200,000 by reason of the
matters asserted in TECO's motion for an administrative expense
claim, which will be treated in WPSC's chapter 11 case and under
the applicable provisions of the Bankruptcy Code as an allowed,
unsecured prepetition claim that accrued prior to the Petition
Date; and

      (3) The settlement is without prejudice to the proof of
claim filed by TECO in the amount of $1,406,366.72 in which TECO
contends that sums are due and owing to TECO by reason of events
occurring before the Petition Date.  TECO and WPSC reserve their
respective rights and defenses regarding this claim. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


XO COMMS: Reaches Pact to Resolve Claims Dispute with Triton
------------------------------------------------------------
On May 23, 2002, Triton Network Systems Inc. settled a lawsuit
with XO Communications, Inc., resulting in a cash payment to XO
of $1,500,000 and the delivery of certain radio and component
inventory. XO had alleged in the lawsuit filed in November 2001
in the Circuit Court of Fairfax County, Virginia that the
Company's announcement of an intention to liquidate its
operations constituted an anticipatory breach of its contractual
obligations to XO. XO had claimed that it incurred damages in
excess of $9,000,000. XO and the Company have agreed to a
dismissal of the lawsuit with prejudice, with each party being
responsible for its own legal fees. This settlement terminates
the contract between the Company and XO.

XO Communications provides local, long distance, and data
services to small and midsize business customers as well as to
national enterprise accounts. Through its acquisition of
Concentric Network Corp. in June 2000, thecompany has been able
to serve more upscale large accounts with enhanced data services
such as Web hosting, virtual private networks, and high-capacity
data network services, including dedicated wavelength and
Ethernet services.

As previously reported, XO Communications' March 31, 2002
balance sheet shows a total shareholder's equity deficit of
close to $2 billion.

                          *********

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For copies of court documents filed in the District of Delaware,
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                          *********

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

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

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

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