TCR_Public/020605.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 5, 2002, Vol. 6, No. 110    

                          Headlines

360NETWORKS: Manuel Bros. Demands Sufficient Replacement Account
360NETWORKS: Continues to Defer Publishing Financial Results
AK STEEL: S&P Rates Planned $550MM Senior Unsecured Notes at BB
ADELPHIA BUSINESS: Taps Jefferies & Company as Fin'l Advisors
ADELPHIA BUSINESS: Seeks Approval of TSR Lines Sale to BellSouth

AVADO BRANDS: Will Delay Interest Payment on 11-3/4% Debt Issue
BETHLEHEM STEEL: Wins Nod to Close Settlement with LTV Entities
BIRMINGHAM STEEL: Files for Chapter 11 Protection in Delaware
BIRMINGHAM STEEL: Case Summary & 40 Largest Unsecured Creditors
BLUE & GREEN DIAMOND: Post-Bankruptcy Sales Exceed $12 Million

BOUNDLESS CORP: JP Morgan Agrees to Extend Forbearance Period
BRIDGE INFO: Plan Administrator Resolves Issues with Thomson
BUFFETS INC: S&P Assigns BB- Rating to $225MM Senior Bank Loan
BURLINGTON: Committee Earns Okay to Hire BDO Seidman as Advisors
CPS TRAILER: Case Summary & 20 Largest Unsecured Creditors

CASTLE ENERGY: Closes Sale of Domestic Oil & Gas Assets to Delta
CONSORTIUM SERVICE: Must Obtain New Financing to Continue Ops.
COVANTA ENERGY: Committee Balks at Chilmark's $7 Million Fees
DDI CORPORATION: Taking Initiatives to Realign Cost Structures
ENRON: Court Allows Committee to Examine Claims vs. Andersen

ENRON CORP: Court Approves Unit's Sale Agreement with El Paso
ENVOY COMMS: Working Capital Deficit Tops $7MM at March 31, 2002
EXIDE TECHNOLOGIES: Court Okays Gavin Anderson as PR Consultants
FARMLAND INDUSTRIES: Fitch Knocks Bank Debt Rating Down to DD
FARMLAND INDUSTRIES: Says Foods Plants Operating at Capacity

FLEMING: S&P Assigns BB+ Rating to $950M Sr. Secured Bank Loan
GALEY & LORD: Wants Exclusive Period Extended Until Dec. 19
GLASSTECH HOLDING: Plan Confirmation Hearing Set For June 27
GLOBAL CROSSING: Gets Go-Signal to Hire Jaffe Raitt as Counsel
GLOBAL CROSSING: Asian Unit Gets Debt & Equity Workout Proposals

GLOBAL CROSSING: Asian Unit's First Quarter Revenue Remains Flat
HOLLYWOOD ENTERTAINMENT: May Offer Remaining $305MM Of Shares
ICH CORPORATION: DE Court Fixes July 1, 2002 as Claims Bar Date
IT GROUP: Says Committee Must Justify R.J. Pompe's Engagement
INTEGRATED HEALTH: Rotech Gets Profs.' Claims Bar Date Extension

JC PENNEY: Fitch Assigns BB+ Rating to $1.5BB Bank Facility
KAISER: Coral Energy Demands Adequate Assurance of Payment
KELLSTROM INDUSTRIES: Seeking Court's Approval to Retain KPMG
KMART CORP: U.S. Bank Seeks Stay Relief to Apply Bond Proceeds
KMART: Names William Underwood as Sourcing & Global Ops. Head

KYLAN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
METALS USA: Intends to Sell Harris County Warehouse for $1MM+
NII HOLDINGS: Brings-In Bingham Dana as Special Counsel
NAPSTER: Bertelsmann to Acquire Assets Under Financial Workout
NATIONAL STEEL: Court Okays Lazard Freres as Investment Bankers

NATIONSRENT: Panel Sues Ex-CEO to Recoup Preferential Transfers
NETWORK ACCESS: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Commences Two Concurrent Public Offerings
PLASTIC SURGERY: Selling All Assets to American Healthcare
POINT WEST CAPITAL: Ability to Continue Ops. Highly Questionable

R&S TRUCK: Case Summary & 20 Largest Unsecured Creditors
REPUBLIC TECH: KPS Threatens to Walk Away from $450 Million Bid
RICA FOODS: Working Capital Deficit Reaches $11M at Mar. 3, 2002
SEITEL INC: Waiver of Covenant Non-Compliance Expires
SPIEGEL: Intends to File Form 10-K After Inking Workout Pact

STANDARD AUTOMOTIVE: Two Units File Chapter 11 to Sell Assets
STARBAND COMMS: Case Summary & 20 Largest Unsecured Creditors
STARBAND: Gilat Satellite Commits $2.8 Million DIP Financing
STARBAND: Delaware Court Approves 'First Day Motions'
TECSTAR INC: Seeking Court's Nod to Sign-Up Environmental Data

TERAFORCE TECHNOLOGY: Extends Credit Facilities Until June 30
US AIRWAYS: Needs to Cut Costs by $1.3B to Qualify for Fed. Loan
USG CORP: PD Committee Urges Court to Reconsider Bar Date Order
VERAMARK TECH: Nasdaq SmallCap to Delist Shares Effective June 6
WESTERN INTEGRATED: Taps PricewaterhouseCoopers for Fin'l Advice

WESTERN MCARTHUR: Will File for Chapter 11 Under Settlement Pact
WHEELING-PITTSBURGH: WHX Pref. Shareholders' Meeting on June 27
WINSTAR COMMS: Trustee Seeks DIP Credit Pact Carve-Out Expansion
WORLDWIDE EXCEED: Court Confirms Chapter 11 Liquidation Plan

* Brette Simon Joins Sheppard Mullin Firm as Special Counsel

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Manuel Bros. Demands Sufficient Replacement Account
----------------------------------------------------------------
Jeffrey A. Cooper, Esq., at Carella, Byrne, Bain, Gilfillan,
Cecchi, Stewart & Olstein, in Roseland, New Jersey, relates that
Manuel Bros. does not object, in principle, to 360networks
inc.'s proposal that funds in a segregated account be
substituted for Debtors' property to which the mechanic's liens
attach.  However, Mr. Cooper asserts, the amount of the
Replacement Account, and control of funds in the Replacement
Account, must be sufficient to "adequately protect" Manuel
Bros.'s interest.

Mr. Cooper states that the total price for Manuel Bros.'s work
was $7,453,289.  "The Debtors failed to make payments as
required by the Contract, thus, remains indebted to Manuel Bros.
in the principal amount of $1,451,636.04, all for construction
labor and materials supplied to the Project pre-petition," Mr.
Cooper adds.

The Debtors now seeks to substitute funds in the Replacement
Account, in the amount of $1,451,636.04, to which Manuel Bros.'s
mechanic's liens attach.  As part of its motion, the Debtors
also seek to indefinitely delay the adjudication of Manuel
Bros.'s mechanic's lien claims.  Mr. Cooper explains that
because the value of the security for the lien claims exceeds
the amount of the lien claims, they are entitled to interest on
the lien claims.  Thus, "adequately protecting" Manuel Bros.'s
interest requires that the Replacement Account be sufficient to
compensate for interest accruals until final adjudication of the
lien claims. The longer the Debtors are allowed to delay, the
more funds must be available to Manuel Bros. in the Replacement
Account.  "The date when Manuel Bros.'s mechanic's lien claims
will be adjudicated is inextricably linked to the sum that the
Debtors must deposit into the Replacement Account to adequately
protect Manuel Bros.'s interest," Mr. Cooper says.  If the
Debtors are willing to move diligently toward adjudication of
the mechanic's lien claims, a smaller sum in the Replacement
Account will adequately protect Manuel Bros.'s interest.  On the
other hand, if the Debtors delay adjudicating the mechanic's
lien claims, a greater sum will be required.

In addition, Manuel Bros. is also entitled to recover its
attorneys' fees from the Debtors, which the Debtors must deposit
in the Replacement Account to adequately protect Manuel Bros.

                         Debtors Respond

"Although oversecured creditors may be entitled to post-petition
interest under the Bankruptcy Code, this is only to the extent
that the interest is compensatory, and not a penalty", Alan J.
Lipkin, Esq., at Willkie Farr & Gallagher, in New York states.
Manuel Bros. may be entitled to postpetition interest under the
Bankruptcy Code even in the absence of a statutory basis.
However, Mr. Lipkin explains that given their assertion that
they are substantially oversecured and the prevailing interest
rate environment, any appropriate interest rate would be far,
far lower than the one they are seeking.

Furthermore, Mr. Lipkin notes that although Manuel Bros. has not
identified any contractual provision that would entitle them to
attorneys' fees if they prevailed on their claim, they
nonetheless assert a right to attorneys' fees.  "This is totally
unfounded," Mr. Lipkin adds.  In fact, according to superceding
federal bankruptcy law, the Debtors are precluded from making
any payments to on account of its asserted prepetition claims.
Moreover, even if Manuel Bros. has a contractual right to
attorneys' fees, it could only create an unsecured claim,
irrespective of whether the underlying lien claim may be
oversecured.

"While Manuel Bros.'s desire to have its claim resolved now is
understandable, it is not necessarily consistent with the
Debtors' best interests," Mr. Lipkin relates.  Hundreds of liens
have been filed against the Debtors' assets in the United States
alone, and many more that have been filed against the Debtors'
affiliates in their companion Canadian proceedings, most of
which have not yet been addressed -- not because of any foot-
dragging on the Debtors' part, but because of the circumstances
of the Debtors' reorganization effort.

Mr. Lipkin tells the Court that the Debtors have proposed to
create the Replacement Accounts, a segregated cash reserve that
would protect Manuel Bros.'s Purported Liens just as surely as
if they remained against the Assets. Nonetheless, the Debtors
have revised the proposed form of order approving the Motion to
provide further assurance to Manuel Bros. that any claim it has
against the Replacement Accounts will be protected, by ensuring
that Manuel Bros. have access to relevant account information,
and by requiring that the Replacement Accounts be transferred to
an escrow account in the unlikely event of a conversion or
dismissal of the Debtors' Chapter 11 cases. (360 Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


360NETWORKS: Continues to Defer Publishing Financial Results
------------------------------------------------------------
360networks continues to defer the issuance of its 2001 annual
and first quarter 2002 financial results, and the related
management's discussion and analysis. The statements were due on
May 21, 2002 and May 30, 2002 respectively.

As announced last month, the company continues to develop a plan
of reorganization with its senior bank lenders and unsecured
creditors. Until a plan is finalized, 360networks is unable to
complete the applicable financial statements and related
documents.

360networks is complying with the provisions of the Alternate
Information Guidelines contained in the Ontario Securities
Commission Policy 57-603, which includes issuing a default
status report every two weeks.

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

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

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


AK STEEL: S&P Rates Planned $550MM Senior Unsecured Notes at BB
---------------------------------------------------------------
Standard & Poor's assigned its double-'B' rating to integrated
steel producer, AK Steel Corp.'s proposed $550 million senior
unsecured notes due 2012. Proceeds of the note offering will be
used to refinance its $550 million 9-1/8% senior notes due 2006.
Standard & Poor's has also affirmed its existing ratings on AK
Steel Corp. and parent company AK Steel Holding Corp. The
outlook is stable. AK Steel is based in Middletown, Ohio and has
total debt of about $1.4 billion.

"The proposed notes will provide some interest cost savings and
enhance AK Steel's debt maturity schedule," said Standard &
Poor's credit analyst Paul Vastola.

The ratings on AK Steel Holding Corp. reflect its fair business
position as a midsize, value-added, integrated steel maker with
high exposure to the automotive market, low sensitivity to spot
prices, and burdensome legacy costs totaling $1.4 billion.

AK manufactures flat-rolled carbon, stainless, and electrical
steel and competes in cyclical, capital-intensive markets. The
company benefits from having a higher value-added product mix
than many of its peers, with only minimal exposure to commodity
steel markets. AK sells the majority of its product line to
automakers and appliance customers demanding high quality and
specification for their products.

AK Steel Corp.'s 9.125% bonds due 2006 (AKS06USA1), DebtTraders
reports, are quoted at an above price of 103.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AKS06USA1for  
real-time bond pricing.


ADELPHIA BUSINESS: Taps Jefferies & Company as Fin'l Advisors
-------------------------------------------------------------
Edward E. Babcock, the Debtors' Vice President of Finance,
informs the Court that Adelphia Business Solutions, Inc., and
its debtor-affiliates desire to retain and employ Jefferies &
Company, Inc., as their financial advisor in these cases.  
Jefferies is an investment banking firm founded in 1962 with its
principal office located at 520 Madison Avenue, New York, New
York 10022, with offices located worldwide.  Jefferies is a
registered broker-dealer with the United States Securities and
Exchange Commission, and is a member of or regulated by the
Boston Stock Exchange, the CFTC, the ISE, the National
Association of Securities Dealers, the MSRB, the NFA, the NSCC,
the OCC, the Ontario Securities Exchange, the Pacific Stock
Exchange, the Philadelphia Stock Exchange, and the SIPC. Today,
Jefferies' parent is a public company with over $4,000,000,000
in assets and Jefferies and its affiliates have approximately
1,100 employees in 23 offices around the world. Jefferies
provides a broad range of corporate advisory services to its
clients, including services pertaining to: general financial
advice; mergers, acquisitions, and divestitures; special
committee assignments; capital raising; and corporate
restructuring.

By this Application, the Debtors request that the Court enter an
order, pursuant to Sections 327(a) and 328(a) of the Bankruptcy
Code, authorizing the retention of Jefferies to provide
financial advisory services to the Debtors, nunc pro tunc to May
1, 2002, the date Jefferies commenced work on the Debtors behalf
in the above-captioned chapter 11 cases.

The Debtors request authorization to employ and retain Jefferies
pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code
to, among other things:

A. advise and assist the Debtors in connection with the
   formulation of a business plan;

B. advise the Debtors in connection with any transaction
   involving, directly or indirectly, any business combination,
   whether by acquisition, merger, consolidation, negotiated
   purchase, tender or exchange offer, reorganization,
   recapitalization or otherwise, or any direct or indirect
   sale, transfer or other disposition, whether in one or in a
   series of transactions, of all or any portion of the capital
   stock or assets of the Debtors or any subsidiary of any of
   the Debtors, either in connection with a Reorganization or
   otherwise;

C. review and analyze the Debtors' business, operations and
   financial projections;

D. assist the Debtors in determining a range of values for the
   Debtors on a going concern and liquidation basis;

E. assist the Debtors with identifying appropriate lenders and
   obtaining Debtors in possession financing;

F. render financial advice to the Debtors and participate in
   meetings with the Debtors' creditors, stakeholders and other
   appropriate parties in connection with a potential
   Reorganization and any additional chapter 11 filings;

G. assist the Debtors in preparing preliminary reorganization
   proposals and related term sheets and other documentation
   required in connection with the formulation of a potential
   Reorganization and any additional chapter 11 filings;

H. assist the Debtors in identifying and evaluating candidates
   for potential M&A Transactions, assisting the Debtors in the
   preparation of any information or offering memorandum to be
   used in connection herewith, and advise the Debtors in
   connection with and participate in negotiations, and aid in
   the consummation, of an M&A Transaction;

I. provide testimony in any bankruptcy case relating to
   financial matters related to a Transaction, including the
   feasibility of any Reorganization or M&A Transaction and the
   valuation of any securities issued in connection therewith,
   and provide testimony in any bankruptcy case relating to an
   M&A Transaction;

J. assist the Debtors in preparing proposals for any M&A
   Transaction;

K. assist the management of ABIZ with presentations made to its
   Board of Directors regarding a proposed Reorganization or
   potential M&A Transaction;

L. provide the Debtors with other general restructuring advice;
   and

M. if so requested by the Board, render an opinion to the Board
   with respect to the fairness, from a financial point of view,
   to ABIZ or any of the other Debtors of the consideration to
   be received by ABIZ or any of the other Debtors in a M&A
   Transaction.

An Engagement Letter provides that Jefferies will be paid:

  * A monthly cash retainer fee in the amount of $175,000. The
    Retainer Fee shall be paid on the first business day of each
    month. The Retainer Fees paid shall be credited against the
    Reorganization Fee otherwise payable to Jefferies by the
    Company.

  * In the event the Debtors consummate a Reorganization, the
    Debtors shall pay Jefferies in cash a fee in the amount of
    $4,000,000.

  * In addition, in the event the Debtors consummate an M&A
    Transaction which commences or occurs during the term of the
    engagement, the Debtors, upon termination of Jefferies'
    services or upon final resolution of the Bankruptcy
    proceedings, shall pay Jefferies a cash fee in an amount
    equal to the lesser of 1.0% of the Transaction Value of such
    M&A Transaction, or $4,000,000 less the sum of any Retainer
    Fees previously paid. All fees shall be credited against any
    Reorganization Fee payable.

Given the numerous issues which Jefferies may be required to
address in the performance of its services, Jefferies'
commitment to the variable level of time and effort necessary to
address all such issues as they arise, and the market prices for
Jefferies' services for engagements of this nature in an out-of-
court context, the Debtors submit that the fee arrangement
hereunder is both fair and reasonable and should be approved.

Mr. Babcock contends that Jefferies' mergers and acquisitions
expertise, as well as its capital markets knowledge, financing
skills, and restructuring capabilities, some or all of which
will be required by the Debtors during the term of Jefferies'
engagement hereunder, were important factors in determining the
amount of the Monthly Retainer and the Reorganization Fee. The
ultimate benefit of Jefferies' services hereunder to the Debtors
and the Debtors' estates could not be measured merely by
reference to the number of hours to be expended by Jefferies'
professionals in the performance of such services. Moreover, the
Reorganization Fee has been agreed upon by the parties in
anticipation that a substantial commitment of professional time
and effort will be required of Jefferies and its professionals
hereunder, and in light of the fact that such commitment may
foreclose other opportunities for Jefferies, and that the actual
time and commitment required of Jefferies and its professionals
to perform its services hereunder may vary substantially from
week to week or month to month, creating "peak load" issues for
the firm.

Mr. Babcock adds that the Engagement Letter also provides that
the Company will indemnify Jefferies pursuant to the terms and
conditions set forth in the Engagement Letter; provided,
however, that such indemnification excludes any claims arising
from and based solely upon the bad faith or gross negligence of
Jefferies or any other indemnified person.

Richard Nevins, Jr., Managing Director of Jefferies, assures the
Court that Jefferies does not represent and does not hold any
interest adverse to the Debtors' estates or their creditors in
the matters upon which Jefferies is to be engaged. In addition,
Jefferies is a "disinterested person," as such term is defined
in Section 101(14) of the Bankruptcy Code. However, Jefferies
currently represents or in the past may have represented these
parties in matters unrelated to these cases: ADC
Telecommunications Inc., Adelphia Communications Corp.,
Ameritech Corp., AT&T, Broadwing, Capital Research Corp.,
Carrier Access Corp., Citizens Communications Company,
Convergent, Cushman & Wakefield, Equity Office Properties, First
Union Corp., Grubb & Ellis Management Services Inc., GTE Corp.,
Illuminet Holdings Inc., Mack Cali Realty LP, Metromedia Fiber
Network, Northern Trust Corp., Sprint Corp., Sprint FON Group,
Sprint PCS Group, Teachers Insurance & Annuity Association,
Telergy, Tellabs Inc., Tyco Toys Inc., US West Corp., Verizon,
Weil Gotshal & Manges LLP, and WorldCom Inc.

Jefferies, a global investment banking firm with broad
activities covering trading in equities, convertible securities
and corporate bonds in addition to its financial advisory
practice, is a large company with a national practice and may
represent or may have represented certain of the Debtors'
creditors or equity holders, or other parties in interest, in
matters unrelated to these cases. With more than 80,000 customer
accounts around the world, Mr. Nevins admits that it is possible
that one of its clients or a counter-party to a security
transaction may hold a claim or otherwise is a party-in-interest
in these chapter 11 cases. Furthermore, as a major market maker
in equity securities as well as a major trader of corporate
bonds and convertible securities, Jefferies regularly enters
into securities transactions with other registered broker-
dealers as a part of its daily activities. Some of these
counter-parties may be creditors of the Debtors. However,
Jefferies believes none of these business relationships
constitute interests materially adverse to the Debtors herein in
matters upon which Jefferies is to be employed, and none involve
matters related to these chapter 11 cases.

As a major market maker in equity securities as well as a major
trader of corporate bonds and convertible securities, Mr. Nevins
informs the Court that Jefferies regularly enters into
securities transactions with other registered broker-dealers as
a part of its daily activities. Among its activities as a market
maker, Jefferies has been a market maker in the common stock of
Adelphia Communications Corporation, the Debtors' former parent.
Jefferies has ceased any such market making in ACC's common
stock as a consequence of NASDAQ's halting of trading in such
security. Additionally, Jefferies trades in the convertible and
fixed income securities of ACC. Consistent with its customary
practices Jefferies' trading unit operations are separated from
those of the Corporate Finance Department by an "Ethical Wall."

The Debtors believe Jefferies possesses extensive knowledge and
financial expertise relevant to these cases, and that Jefferies
is well-qualified to advise the Debtors. The Debtors selected
Jefferies because of its expertise in providing financial
advisory services to debtors and creditors in chapter 11 and
other distressed situations, and because Jefferies and its
senior professionals have an excellent reputation for providing
high quality investment banking services to debtors and
creditors in bankruptcy reorganizations and other debt
restructurings. In addition to Jefferies' understanding of the
Debtors' financial history and the industry in which the Debtors
operate, Jefferies and its senior professionals have extensive
experience in the reorganization and restructuring of troubled
companies, both out-of-court and in chapter 11 cases. The
employees of Jefferies have advised debtors, creditors, equity
constituencies, and purchasers in many reorganizations. Since
1990, these professionals have been involved in over 100
restructurings representing over $75,000,000,000 in restructured
debt.

Mr. Nevins maintains that Jefferies has extensive experience in
reorganization cases and has an excellent reputation for
services it has rendered in large and complex chapter 11 cases
on behalf of debtors, creditors and creditors' committees
throughout the United States such as: In re Heartland Wireless
Communications, In re JCC Holdings, Inc., In re International
Wireless Communications, In re Mobile Media Communications, In
re ICO Global Communications Services Inc., et al., In re
AmeriServe Food Distribution, Inc. et al., In re Silver Cinemas,
Inc., In re Kaiser Group International, Inc., In re Sunterra
Corporation, et al., In re Rhythms NetConnections, Inc., et al.,
In re Derby Cycle Corporation, In re VF Brands, Inc., In re Ames
Department Stores, Inc., and In re Federal-Mogul Corporation.

Mr. Nevins relates that Jefferies began providing services to
the Debtors in these chapter 11 cases on May 1, 2002. Because
Jefferies replaced the Debtors' former financial advisors on an
emergency basis and due to the time required to conduct their
conflicts check, Jefferies was unable to submit this application
prior to the date Jefferies began providing services to the
Debtors. However, because the appointment of Jefferies on the
terms and conditions set forth in the Engagement Letter is
necessary and in the best interests of the Debtors, their
estates and their creditors, the retention of Jefferies, nunc
pro tunc to May 1, 2002 should be approved. (Adelphia Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ADELPHIA BUSINESS: Seeks Approval of TSR Lines Sale to BellSouth
----------------------------------------------------------------
In a move to continue its corporate restructuring efforts,
Adelphia Business Solutions is seeking approval from federal
bankruptcy court to sell to BellSouth Telecommunications Inc.
approximately 10,000 of its Total Service Resale lines in
Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi,
North Carolina, South Carolina and Tennessee.

The proposed sale to BellSouth is of resale customers whose
service is currently provided by Adelphia Business Solutions
using BellSouth's network and equipment. The sale does not
affect customers receiving local or long-distance service
through Adelphia Business Solutions-owned lines.

If the deal is approved, Adelphia Business Solutions resale
customers in BellSouth's nine-state region would be transitioned
to BellSouth local and long distance service during a brief
period beginning at the end of June, unless the customer
switches to another provider before that period.

"This action will have no effect on the 4,000 regional customers
we service through our own facilities," notes Robert Guth,
Adelphia Business Solutions' vice president of business
operations. "We remain fervently committed to providing our core
customers with our full suite of local and long distance voice,
high-speed data and Internet services, and the same level of
expert care they have enjoyed with Adelphia Business Solutions
over the years."

Mr. Guth adds that those on-switch customers represent nearly 93
percent of Adelphia Business Solutions' current delivered base.

Founded in 1991, Adelphia Business Solutions (Pink Sheets:
ABIZQ) provides integrated communications services including
local and long-distance voice services, high-speed data and
Internet services. For more information on Adelphia Business
Solutions, please visit the Company's Web site at
http://www.adelphia.com


AVADO BRANDS: Will Delay Interest Payment on 11-3/4% Debt Issue
---------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO) has offered to
make a one-time payment of accrued interest, equal to $4.25 per
share, to holders of its Convertible Preferred Securities
(TECONS) conditional upon the holders of at least 90% of the
outstanding TECON's agreeing to convert their securities into
shares of common stock of the Company pursuant to the terms of
the TECONS.  According to the terms of the securities, each
TECON can be converted, at the holders' option, into 3.3801
shares of common stock.

The Company has received notification that holders representing
95% of the outstanding TECONS have agreed to the terms of the
offer and the Company plans to immediately make the accrued
interest payment of $4.25 per TECON, totaling $5.4 million, to
all holders of record as of May 31, 2002.  Conversion of these
securities will result in the issuance of approximately 4.1
million shares of the Company's common stock from treasury
shares.

The quarterly interest payments on the TECONS were suspended, by
a unanimous vote of the Company's Board of Directors, in
November 2000.  No quarterly interest payments have been made
since that time.  According to the terms of the securities, the
Company has the right to suspend the payments for up to 20
consecutive quarters.  The Company indicated that it does not
intend to reinstate the quarterly interest payments to the
remaining TECON holders who choose not to convert.

The Company also announced that it intends to delay the payment
of the semi-annual interest due June 1, 2002 to holders of its
9-3/4% Senior Notes and also intends to delay the payment of the
semi-annual interest due June 15, 2002 to holders of its 11-3/4%
Senior Subordinated Notes.  Although liquidity remains tight,
the Company believes it will be able to make the interest
payments within the 30 day no-default period provided for under
the terms of the respective Indentures.

Avado Brands owns and operates three proprietary brands,
comprised of 14 Canyon Cafe restaurants, which are held for
sale, 131 Don Pablo's Mexican Kitchens and 74 Hops Restaurant -
Bar - Breweries.


BETHLEHEM STEEL: Wins Nod to Close Settlement with LTV Entities
---------------------------------------------------------------
The Court permits Bethlehem Steel Corporation, in their sole
discretion, to consummate the Settlement upon the occurrence of
the Effective Date, including without limitation, by:

  (i) the payment to the LTV Parties of the Cash Consideration,

(ii) the assumption of all liabilities of the LTV Parties in
      connection with the Modernization Loan,

(iii) the indemnification of the LTV Parties for any amounts
      paid by the LTV Parties after the Effective Date to the
      Columbus Coating Lender in connection with the
      Modernization Loan, and

(iv) the release of all claims against the LTV Parties related
      to Columbus Coating and Columbus Processing.

At the same time, the Court allows Alliance, in its sole
discretion, to loan funds to Columbus Coating from time to time,
through and including August 1, 2002.

Judge Lifland emphasizes that neither the consummation of the
Settlement by the Debtors nor the lending of funds by Alliance
to Columbus Coating shall constitute the assumption of any
executory contract.  Furthermore, Judge Lifland rules that
neither the assumption of the LTV Parties' liabilities in
connection with the Modernization Loan (whether directly or
indirectly through any obligation to indemnify the LTV Parties)
nor any agreement entered into by the Debtors in connection with
the consummation of the Settlement, shall result in any claims
of the Columbus Coating Lender against the Debtors having an
administrative expense status and priority. (Bethlehem
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


BIRMINGHAM STEEL: Files for Chapter 11 Protection in Delaware
-------------------------------------------------------------
On May 30, 2002, Birmingham Steel Corporation (OTCBB:BIRS)
announced it had reached a definitive agreement with Nucor
Corporation (NYSE:NUE) to sell substantially all the assets of
Birmingham Steel and its subsidiaries for $615 million in cash.
Pursuant to the terms of the definitive agreement, Birmingham
Steel filed a Chapter 11 bankruptcy proceeding before the United
States Bankruptcy Court for the District of Delaware for
purposes of confirming and implementing the sale to Nucor. The
Company also filed various "first day" motions with the Court
seeking orders to provide for, among other things, financing
sufficient to continue current operating levels until closing of
the transaction and for payment of pre-petition payables to the
Company's critical suppliers. The Court will hold a hearing on
the Company's first day motions on the afternoon of June 4,
2002.

The proceeds from the sale to Nucor will retire Birmingham
Steel's secured debt to various lenders. The Company and its
secured lenders have negotiated a pre-arranged Chapter 11 plan
agreement which provides for, among other things, that secured
lenders pay a portion of the sales proceeds to unsecured
creditors and $15 million, or approximately $.47 per share, to
shareholders. Subject to certain conditions which include
approvals from the Court and required regulatory agencies, the
Company anticipates completing the sale to Nucor and making
distributions to shareholders and unsecured creditors by
December 31, 2002.

John D. Correnti, Chairman and CEO of Birmingham Steel
Corporation, commented, "As we have previously stated, the
agreement with Nucor required a filing under Chapter 11 in order
to implement the transaction. During the bankruptcy process, we
expect to continue normal operations and maintain our commitment
to providing the highest level of service to customers. Also,
with the support of our secured creditors, we expect to receive
approval to use up to $28.0 million to pay pre-petition claims
of our critical suppliers." Correnti added that a major goal of
the Company is to maintain relationships with suppliers. "Our
suppliers are necessary to maintain the value of the Company's
operations," he said.

Correnti also said the Company is committed to preserving its
work force through the closing of the sale. Correnti noted the
Company's payrolls to its employees will continue uninterrupted
through the bankruptcy process. "All wages, salaries and
benefits to employees will be paid in full and in the normal
course," Correnti said.

Correnti also said that the Company expects to sell to other
buyers certain assets not included in the sale to Nucor,
including an idled rolling mill in Joliet, Illinois.

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


BIRMINGHAM STEEL: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Birmingham Steel Corporation
             1000 Urban Center Drive
             Suite 300
             Birmingham, AL 35242

Bankruptcy Case No.: 02-11586

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Birmingham Southeast, LLC                  02-11587
     American Steel & Wire Corporation          02-11588
     Port Everglades Steel Corporation          02-11589
     Birmingham Recycling Investment Company    02-11590

Type of Business: The Debtors manufacture and distribute steel.
                  Without limitation, the Debtors produce steel
                  reinforcing bar (rebar) for construction
                  industry and merchant steel products for
                  fabricators and distributors across North
                  America. Approximately 60% of the Debtors
                  production is rebar used to reinforce
                  concrete in commercial buildings. The Debtors
                  produce an average of approximately 2.5
                  million tons of steel per year. Annual
                  domestic steel production totals
                  approximately 100 million tons. The Debtors
                  have over 1,000 employees nationwide. On a
                  consolidated basis, the Debtor and its
                  subsidiaries generated gross revenues of $700
                  million in fiscal year 2001.

Chapter 11 Petition Date: June 3, 2002

Court: District of Delaware (Delaware)

Judge: Ronald S. Barliant

Debtors' Counsel: James L. Patton, Esq.
                  Michael R. Nestor, Esq.
                  Sharon M Zieg, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, Delaware 19899-0391
                  Fax : 302-571-1253  

                  and
                
                  John Whittington, Esq.
                  Patrick Darby, Esq.
                  Lloyd C. Peeples III, Esq.
                  Christopher L. Hawkins
                  Bradley Arant Rose & White LLP
                  2001 Park Place, Suite 1400
                  Birmingham, Alabama 35203   

Total Assets: $487,485,834

Total Debts: $681,860,489

Debtor's 40 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Simsmetal America                                   $5,163,993
600 S. Fourth Street
Richmond, California 94804-3504

David J. Joseph Company                             $1,835,988
PO Box 632960
Cincinnati, Ohio 45263-2960

Richmond Steel Recycling                            $1,442,691
11760 Richmond Road
Richmond, Canada V6V1V8

Luria Brothers Division                             $1,437,152
PO Box 931939
Cleveland, Ohio 44193-1939

Jefferson Southeast LLC                             $1,270,541
PO Box 131499
Birmingham, Alabama 35213-1449

Comed                                               $1,201,619
400 South Jefferson, 2nd Floor
Chicago, IL 60607-3812

City of Seattle Finance Dept.                         $979,505
PO Box 34905
Seattle, WA 98124-1905

Alabama Power                                         $950,000
PO Box 11407
Drawer 201
Birmingham, AL 35246-0201

Blackhawk Energy Service LLP                          $632,998
US Bank Lock Box
Department 00530
Milwaukee, WI 53259-0530

Hutcherson Metals Inc.                                $608,228
PO Box 218
14293 Highway 10
Halls, TN 38040-0218

Entergy                                               $602,000
PO Box 61825
New Orleans, LA 70161-1825

Seattle Iron & Metals                                 $532,820
601 S. Myrtle Street
Seattle, WA 98108

IGI Resources                                         $486,653
PO Box 406966
Atlanta, GA 30384-6966

Olympic Mill Services                                 $460,819
Div. of Tube City Inc.
PO Box 3500
Pittsburgh, PA 15230-3500

Prior Energy Corp.                                    $320,519
PO Box 409002
Atlanta, GA 30384-9002

Eramet                                                $303,646
PO Box 400449
Pittsburgh, PA 15268-0449

BSI Alloys Inc.                                       $312,365
PO Box 643191
Pittsburgh, PA 15264-3191

BOC Gases                                             $272,776
Div. BOC Group Inc.
PO Box 360904M
Pittsburgh, PA 15251-0904

Graymont Western US Inc.                              $249,768     

Minteq International Inc.                             $241,512

David J. Joseph Company                               $240,530

CN Freight                                            $228,268

Showa Denko Carbon Inc.                               $221,032

Praxair Inc.                                          $220,000


CN Freight                                            $289,646
PO Box 530164
Atlanta, GA 30353-0164

Ben Shemper & Son Inc.                                $202,198

Carbide Graphite                                      $181,166

International Mill Service Inc.                       $165,623

Chemical Lime Company                                 $148,519

Jefferson Southeast LLC                               $142,142

Martin Bros. Scrap Metal                              $141,099

Auto Shred of Louisiana                               $108,544

Powell Transportation Co. Inc.                        $108,501

Baker Refractories                                     $90,038  

Minteq International Inc.                              $86,885

Holmes Co. of Jackson                                  $78,914

T. Manning Mach/Fab Inc.                               $72,664

Triangle Recycling                                     $69,460

Double G Coatings Co. LP                               $68,700   
    

BLUE & GREEN DIAMOND: Post-Bankruptcy Sales Exceed $12 Million
--------------------------------------------------------------
Post-bankruptcy closings of new units at Miami Beach's Blue &
Green Diamond Condominium, through the end of May, 2002, have
now exceeded $12 million, while commissions paid to brokers
exceed $1.1 million, all since the project's filing for Chapter
11 bankruptcy protection on January 4, 2002.

"Even though the building is in Chapter 11, sales are proceeding
at an extremely rapid pace, with the property currently 83%
sold," said Ron Shuffield, President of Esslinger-Wooten-
Maxwell, the building's exclusive selling agent, "With another
$18 million in units sold and pending to close."

Shuffield attributes the success of the sales program to a
number of factors, among them the building's aggressive per-
square-foot selling price -- starting in the low  $300's/per
square foot, making it one of the most appealing buys in Miami
Beach's luxury condominium market.

The fact that the units are ready for immediate occupancy, as
well as an aggressive, multi-faceted sales and marketing
campaign, have also encouraged brisk sales.

"Price and the ability to move-in immediately have clearly been
key selling points," continues Shuffield.  "That, plus an
aggressive 6% commission structure which has been widely and
positively received by the brokerage community, would be the key
reasons for the project's ongoing success."

Although aggressive pricing has been a key issue in the success
of post- bankruptcy sales, the property has nonetheless secured
significant price point premiums for select units, including
over $900/per square foot for a tower suite.

Built by Brazilian developer Mucio Atheyde's New Florida
Properties Corp., the Blue and Green Diamond consists of 630
total residential units, located on Collins Avenue at 47th
Street on Miami Beach's famed Golden Mile.

Boasting 56 beach side cabanas, swimming pool, two adjacent
outdoor spas, two lighted tennis courts, lush tropical
landscaping, and a breathtaking ocean view, the remaining units
of the Blue and Green Diamond condominiums are priced from
$400,000 to more than $3 million.

"The value of the property, and its reputation as one of the
premier high- end residential condominium residences, was never
in question," concludes Shuffield.

Founded in 1964, Esslinger-Wooten-Maxwell, Realtors, a full-
service residential and commercial brokerage firm with 600
associates and staff, is one of the largest residential real
estate firms in the U.S. They offer corporate relocation,
commercial real estate services, international services and
business brokerage, as well as home mortgage, title closing
services and property insurance through their sister-companies,
Embassy Financial Services, Inc., Columbia Title of Florida,
Inc., and First Reserve Insurance, Inc. EWM operates 11 offices
in Miami-Dade and Broward Counties located in Coral Gables,
Coconut Grove, Ponce de Leon, South Miami, Pinecrest/Palmetto,
Miami Beach, Key Biscayne, Brickell, Plantation, Weston, and Las
Olas. For additional information, visit http://www.ewm.com


BOUNDLESS CORP: JP Morgan Agrees to Extend Forbearance Period
-------------------------------------------------------------
Boundless Corporation (Amex: BND) has not yet completed the
negotiations with its current senior lender, JP Morgan Chase, or
its prospective replacement lender.  Because the company has
continued to make significant progress in the renegotiation of
its unsecured debt and all parties remain actively engaged in
ongoing discussions, JP Morgan Chase has agreed to extend the
forbearance period, the details and duration of which are
currently being finalized.

Boundless Corporation is a global technology company and is
composed of two subsidiaries: Boundless Technologies, Inc. --
http://www.boundless.com/index-- a desktop display products  
company, and Boundless Manufacturing Services, Inc.
(http://www.boundless.com/manufacturing), an emerging EMS  
company providing build-to-order systems manufacturing, printed
circuit board assembly, as well as complete end-to-end solutions
from design through product end-of-life to its customers.


BRIDGE INFO: Plan Administrator Resolves Issues with Thomson
------------------------------------------------------------
Scott P. Peltz, the Plan Administrator in the Bridge Information
Systems, Inc.'s chapter 11 cases, seek the Court's authority to
approve the Settlement Agreement between the Debtors and Thomson
Financial Inc.

Mark L. Prager, Esq., at Foley & Lardner, in Chicago, Illinois,
relates that Mr. Peltz and Thomson have executed a letter
agreement settling all outstanding issues including claims that
parties to the agreement have asserted against one another.  The
Settlement Agreement allows the Plan Administrator to collect a
payment and avoid the uncertainty, risks, costs and burdens of
defending and pursuing complex litigations in numerous courts.

                       Settlement Agreement

A. Payment

   Thomson shall pay the Debtors the amount of $100,000, in
   immediately available funds by check or wire transfer on or
   before the Effective Date, which payment shall be accepted in
   full satisfaction of all monies due and owing to the Debtors
   from Thomson.

B. Mutual Release

   On the Effective Date, but only after actual receipt by the
   Debtors of the payment, both parties shall each automatically
   be deemed to have fully released each other from all claims,
   demands, liabilities, obligations, damages, costs, expenses,
   promises, judgments and causes, provided, however, that these
   claims filed by Worldscope/Disclosure LLC and Thomson, shall
   be allowed as pre-petition unsecured non-priority claims.

    Claim Number                             Claim Amount
    ------------                             ------------
       000671                                    $41,250

       000672                                   $622,985

       000673                                 $5,281,267

       000685                                 $1,071,805

C. Effective Date

   Subject to Court approval, this Agreement shall become
   binding on June 12, 2002. (Bridge Bankruptcy News, Issue No.
   30; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


BUFFETS INC: S&P Assigns BB- Rating to $225MM Senior Bank Loan
--------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus rating to
Buffets Inc.'s proposed $255 million senior secured bank loan,
which consists of a $205 million term loan, a $30 million
revolving credit facility, and a $20 million letter of credit
facility. A single-'B' rating was also assigned to its proposed
$260 million senior subordinated notes due in 2010.

Proceeds will be used to refinance $212 million of bank debt,
redeem $97 million of mezzanine debt, and make a $150 million
distribution to Buffets Holdings. Buffets is the largest
operator of buffet-style restaurants in the U.S., with 374
company-owned restaurants and 23 franchised restaurants.

A double-'B'-minus corporate credit rating was also assigned to
the Eagan, Minn.-based company. The outlook is stable.

"The ratings are based on the company's participation in the
highly competitive restaurant industry, weak credit protection
measures, and a highly leveraged capital structure," Standard &
Poor's credit analyst Robert Lichtenstein said. "These factors
are partially offset by the company's established position in
the buffet segment of the restaurant industry and its history of
stable operating performance."

Standard & Poor's said that Buffets is highly leveraged due to a
debt financed LBO in 2000. Pro forma for the new bank loan and
subordinated notes, the company is even more leveraged, with
total debt to EBITDA more than 4 times. Cash flow protection
measures, though weak, are adequate for the rating category,
with EBITDA coverage of interest at about 2.5x and funds from
operations to total debt at 12%. Liquidity is provided by the
new $30 million revolving credit facility, which will be undrawn
at the time of closing, the $20 million letter of credit
facility, and a lack of near-term maturities.


BURLINGTON: Committee Earns Okay to Hire BDO Seidman as Advisors
----------------------------------------------------------------
The Court grants the Official Unsecured Creditors' Committee's
motion to retain BDO Seidman, in part and provides these
amendments:

     -- BDO Seidman's employment as financial advisors is
        effective, nunc pro tunc to December 15, 2001; and

     -- BDO Seidman must pay Akin Gump Strauss Hauer & Feld's
        attorney's fees in preparing and arguing the Motion to
        Reconsider. (Burlington Bankruptcy News, Issue No. 13;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CPS TRAILER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CPS Trailer Company
        8593 Highway 77
        Oran, Missouri 63771

Bankruptcy Case No.: 02-12724

Type of Business: CPS is a wholly-owned subsidiary of Barclay
                  Investments, Inc., which is a wholly owned
                  subsidiary of Standard Automotive
                  Corporation, both of which filed for Chapter
                  11 relief on March 19, 2002. CPS designs,
                  manufactures and sells bottom dump trailers,
                  half round and dump trailers, light weight
                  end dump trailers, grain hopper trailers and
                  walking floor van trailers, used for
                  hauling bulk commodities such as gravel and
                  grain, and for the construction, agriculture
                  and waste hauling industries. Standard
                  acquired CPS in September, 1998. CPS was
                  compelled to commence this case due to
                  its interconnection with its financially
                  troubled parent company.

Chapter 11 Petition Date: June 3, 2002

Court: Southern District of New York (Manhattan)

Debtor's Counsel: J. Andrew Rahl Jr., Esq.
                  Anderson Kill & Olick, P.C.
                  179 East 70th Street
                  New York, NY 10021
                  (212) 278-1469
                  Fax : (212) 278-1733

Total Assets: $8,099,312

Total Debts: $871,412

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
West Memphis Steel &       Trade Debt                  $97,719
Pipe Inc.

E.I. DuPont Company        Trade Debt                  $49,674

Praxair Distribution Onc.  Trade Debt                  $29,242

Temtco Steel               Trade Debt                  $20,779

Prince Manufacturing       Trade Debt                  $17,158

Robinson Steel             Trade Debt                  $16,873

Sealco Air Controls, Inc.  Trade Debt                  $16,618

Hutchens Industries, Inc.  Trade Debt                  $16,266

Certified Power                                        $15,512

Missouri Great Dane        Trade Debt                  $14,098

Raco Distributing Co.      Trade Debt                   $7,814

Dean Lally, LP             Trade Debt                   $5,741

Cramaro Tarpaulin Systems, Trade Debt                   $5,484
Inc.

Amerenue                                                $3,950

Pull Tarps Mfg.                                         $3,903

Parts Distributing Company    Trade Debt                $3,887

HTE Technologies           Trade Debt                   $2,385

World Transfer Operations                               $2,301

Jort international                                      $1,580

Aim Power System                                        $1,203


CASTLE ENERGY: Closes Sale of Domestic Oil & Gas Assets to Delta
----------------------------------------------------------------
Castle Energy Corporation(a) (Nasdaq:CECX) consummated the sale
of its domestic oil and gas properties to Delta Petroleum
Company (Nasdaq:DPTR) on Friday, May 31, 2002.

At closing the Company received $18,236,000 cash plus 9,566,000
shares of Delta common stock. The $18,236,000 cash represents a
$20,000,000 purchase price cash component as of October 1, 2001,
the effective date, less $1,764,000 of net cash flow received by
the Company applicable to production from the properties
subsequent to the effective date.

This net cash flow does not include approximately $3,300,000 of
estimated net production revenue applicable to production
subsequent to October 1, 2001 that the Company has not received
but will instead be received by Delta.

The purchase was approved by Delta's shareholders at Delta's
annual shareholder meeting on May 30, 2002. Pursuant to the
governing purchase and sale agreement, the Company granted Delta
an option to repurchase up to 3,188,667 of the Delta shares at
$4.50/share for a period of one year after closing.

In addition, Delta has agreed to file a registration statement
with respect to the 9,566,000 Delta shares paid to the Company
within 30 days of closing.

As a result of the sale, the Company owns approximately 43% of
Delta's outstanding shares. In addition, pursuant to provisions
of the definitive agreement, the Company has named three of its
directors to Delta's Board of Directors, which currently
consists of four directors.

Mr. Joseph L. Castle II, Chief Executive Officer of the Company,
indicated that the decision to enter into the transaction with
Delta was based upon Delta's significant undeveloped crude oil
reserves, its potential to realize the value inherent in its
offshore California federal leases, the opportunity to eliminate
duplicate general and administrative costs and the chance for
the Company to sell its domestic oil and gas properties for a
favorable price with potential upside with only minor tax
consequences.

Mr. Castle also indicated that the Company's directors are
currently considering future alternatives for the Company
including but not limited to continuing operations or
liquidation. He indicated that its directors are currently
leaning toward liquidation of the Company.

After the sale, to Delta, the Company's primary assets consist
of 9,948,000 shares of Delta, 1,343,000 shares of the stock of
Penn Octane Corporation (Nasdaq:POCC), in excess of $23,000,000
of cash and working capital, a 50% interest in a drilling
concession in Romania and a 45% interest in a Networked Energy
LLC, a private company engaged in planning and operation of
energy facilities that supply power, heating and cooling
services directly to retail customers.


CONSORTIUM SERVICE: Must Obtain New Financing to Continue Ops.
--------------------------------------------------------------
Consortium Service Management Group, Inc.'s financial statements
have been presented on the basis that it is a going concern,
which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  
The Company incurred a net loss of $162,826 for  the three
months ended March 31, 2002 and when combined with prior year
net losses raises substantial doubt as to the Company's ability
to obtain debt and/or equity financing and achieve profitable
operations.

The Company's management intends to raise additional operating
funds through equity and/or debt offerings and the sale of
technologies.  However, there can be no assurance management
will be successful in its endeavors.  The possible consequences
of not obtaining additional funds either through equity
offerings, debt offerings, or sale of technologies is that there
will not be sufficient money to fund the capital projects
required to earn long term planned revenues of the company.

The Company had no revenues for the first quarter of 2002,
compared to $100 in the first quarter of  2001.

Operating expenses decreased by 87% during the first quarter of
2002 as compared with operating expenses during the first
quarter of 2001.  Operating expenses were $107,771 in the first
quarter of 2002 and were $819,400 in the first quarter of 2001.  
The decrease is attributable to the exchange of preferred stock
in the first quarter of 2001 by two officers for common stock
with the $756,690 increase in value of the common stock over the
preferred stock being regarded as compensation expense.

The Company had a net loss from operations of $107,771 for the
first quarter of 2002, down considerably from a net loss of
$825,050 in the first quarter of 2001.

The Company accrued a loss in the first quarter of 2002 of
$68,993 from its joint venture in Ukraine with United
Engineering Company, as compared with a net loss of $25,900 from
this activity in the first quarter of 2001.

Altogether, Consortium Service Management Group reported a net
loss in the first quarter of 2002 of $162,826, compared with a
net loss in the first quarter of 2001 of $848,987.

The Company was only able to remain liquid during this quarter
through (1) an increase in notes payable of $28,079, (2) an
increase in accrued interest payable of $61,740, (3) a foreign
exchange gain of $13,932, and (4) a non-cash entry of $68,993 in
an equity loss from an investment.


COVANTA ENERGY: Committee Balks at Chilmark's $7 Million Fees
-------------------------------------------------------------
The Official Committee of Unsecured Creditors, in Covanta Energy
Corporation and its debtor-affiliates' chapter 11 cases, is not
amenable to the retention of Chilmark Partners, LLC as the
Debtors' Investment Bankers because:

  (a) the $7,000,000 Restructuring Fee is excessive in amount;

  (b) the Fee Structure is excessive in that neither the
      Restructuring Fee, the Transaction Fee nor the
      Distribution Fee is tied to any demonstrated value added
      by Chilmark;

  (c) Chilmark is entitled to each of the Restructuring Fee,
      the Transaction Fee and the Distribution Fee without
      regard to whether or not there is any recovery to
      creditors; and

  (d) adequate safeguards do not exist to ensure that
      Chilmark's retention and services will not be duplicative
      of the business advisory services to be rendered to the
      Debtors by Loughlin Meghji.

Michael J. Canning, Esq., at Arnold & Porter, in New York,
contends that any success fee, including any Restructuring Fee
and Distribution Fee:

  -- must be tied to Chilmark's performance and its benefit and
     value to the Debtors and their creditor constituencies,

  -- must be subject to review by this Court, and

  -- must be found to be reasonable in light of the
     contribution to the Debtors' estates, after the fact.

Moreover, Mr. Manning says that the possible overlap of Chilmark
and Loughlin's services supports the authorization and approval
of any success fee to be after the fact, when the reasonableness
of the fees can be determined against the value of the firm's
contribution to the Debtors' estates and the ultimate recovery
to creditors.

Mr. Manning argues that the Debtors' indemnity of Chilmark is
unsupportable because it is duplicative of the insurance
investment bankers routinely maintain to protect their interests
from losses, claims, demands, causes of action and the like. The
cost of having the insurance is easily recoup from the monthly
fees Chilmark seeks. (Covanta Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


DDI CORPORATION: Taking Initiatives to Realign Cost Structures
--------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced interconnect services for the
electronics industry, has taken further steps to bring its cost
structure into alignment with the current operating environment.

Commenting on the restructuring, Chief Executive Officer Bruce
McMaster stated, "As previously announced, we have continued to
evaluate opportunities to lower our cost structure without
compromising our ability to respond to market demand.  We have
decided to close or sell the Dallas, Texas backplane facility
and the Moorpark, California assembly facility, as well as to
consolidate our design service center locations.  We expect to
complete the restructuring within the next 60 days."

Included in the restructuring is a workforce reduction of
approximately 13% and a facility reduction of approximately
100,000 square feet.  Following the restructuring, the Company,
as a whole, will continue to employ more than 1,900 people and
occupy over 800,000 square feet.

"These changes will enable the Company to focus on
technologically advanced quick-turn operations, our core service
offering, and fast-track assembly, which has performed well
despite overall weak business conditions. We have built the
fast-track assembly operation into the cornerstone of our
assembly business and are pleased with the ramp up and
performance of our San Jose facility, which we opened six months
ago," continued McMaster.

Subject to the disposition of the Dallas and Moorpark
facilities, management estimates that it will record a second
quarter pre-tax restructuring charge of approximately $15
million to $20 million comprised of $4 million to $7 million in
cash charges and $11 million to $13 million in non-cash charges.  
Management also anticipates a reduction in quarterly revenue of
approximately $6 million to $8 million and an improvement in
quarterly operating income of $1 million to $1.5 million, both
beginning in the third quarter of 2002.

The Company also reaffirmed its guidance for the second quarter
of 2002 of net sales of $60 million to $65 million.

DDi is a leading provider of time-critical, technologically
advanced design, development and manufacturing services.  
Headquartered in Anaheim, California, with design and
manufacturing facilities across North America and in England,
DDi and its subsidiaries service approximately 2,000 customers
worldwide.  DDi Corp. common stock trades on the Nasdaq National
Market.

                            *   *   *

As previously reported, Moody's downgraded DDi's low debt
ratings to junk level in April, while in early May, Standard &
Poor's downgraded the company's low-B ratings down a single
notch due to weakening financial results.


ENRON: Court Allows Committee to Examine Claims vs. Andersen
------------------------------------------------------------
The Court approves the Committee's request for approval to
examine Enron Corporation's claims against Arthur Andersen, and
makes these rulings:

  (1) the Creditors' Committee is authorized to issue subpoenas
      or other process to compel the production of documents and
      the attendance of a corporate representative(s) of Arthur
      Andersen LLP, Andersen Worldwide SC, Alvarez & Marsal,
      Inc. and Gleacher & Co. at oral examinations;

  (2) Arthur Andersen LLP, Andersen Worldwide SC, Alvarez &
      Marsal, Inc. and Gleacher & Co. are each directed to
      produce on a rolling basis all responsive documents
      requested, and that, in any event, all responsive
      documents must be produced within five days of issuance of
      a subpoena, subject to any documents withheld under a
      claim of privilege;

  (3) The responsive documents must be produced at the offices
      of Milbank, Tweed, Hadley & McCloy LLP, counsel for the
      Creditors' Committee, located at 1 Chase Manhattan Plaza,
      New York, New York 10005;

  (4) Arthur Andersen LLP, Andersen Worldwide SC, Alvarez &
      Marsal, Inc. and Gleacher & Co. are each directed to
      provide counsel for the Creditors' Committee with a
      privilege log in accordance with Rule 7026 of the Federal
      Rules of Bankruptcy Procedure within 20 days of the date
      of issuance of a subpoena directed to such entity;

  (5) the corporate representative(s) of Arthur Andersen LLP,
      Andersen Worldwide SC, Alvarez & Marsal, Inc. and Gleacher
      & Co. are directed to submit to an oral examination after
      reasonable notice, and in no event less than 15 days from
      the date of issuance of a subpoena directed to this
      entity;

  (6) the Debtors may attend and participate in any and all
      depositions taken pursuant to this Order and may be
      provided with copies of any and all documents produced
      pursuant to this Order; and

  (7) the Creditors' Committee may video-tape any oral
      examinations of individuals representing Arthur Andersen
      LLP, Andersen Worldwide SC, Alvarez & Marsal, Inc. and
      Gleacher & Co. (Enron Bankruptcy News, Issue No. 30;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Court Approves Unit's Sale Agreement with El Paso
-------------------------------------------------------------
The Court makes these findings:

  -- The Sale Agreement relates to the assumption and assignment
     of a certain Natural Gas Purchase Agreement dated September
     1, 1990 between Enron North America Corp., as successor by
     sale and assignment to Ultramar Oil and Gas Limited, and
     Midland Cogeneration Venture Limited Partnership, as
     amended;

  -- Pursuant to the Ultramar Contract, Midland has caused to be
     issued for the benefit of ENA by the Bank of Montreal that
     letter of credit expiring on March 1, 2003, and bearing the
     stated amount of $5,000,000;

  -- Under the Sale Agreement, ENA must deliver to El Paso
     Merchant Energy a letter of credit in the same form as the
     Ultramar Letter of Credit, with Midland being the account
     party and El Paso Merchant being the beneficiary under the
     Replacement Letter of Credit;

  -- Midland and ENA (as successor by sale and assignment from
     Union Pacific Fuels Inc.) are also parties to that certain
     Natural Gas and Purchase Agreement, dated May 26, 1993, as
     amended;

  -- Pursuant to the Union Pacific Contract, Midland has caused
     to be issued for ENA's benefit by the Bank:

        (i) that letter of credit expiring on October 1, 2002,
            and bearing the stated amount of $2,295,000; and

       (ii) that letter of credit expiring on July 1, 2002,
            bearing the stated amount of $10,000,000;

  -- The Union Pacific Contract has been rejected by ENA
     pursuant to that certain notice filed on April 19, 2002 and
     Section 365 of the Bankruptcy Code;

  -- Midland and ENA have entered into that Letter Agreement
     dated as of May 15, 2002, wherein ENA and Midland
     agree that, inter alia:

        (i) in full and final satisfaction of all sums of money
            or claims under the Ultramar Contract, $700,000 is
            due and owing by ENA to Midland;

       (ii) $766,275 is due and owing by Midland under the Union
            Pacific Contract for gas deliveries made in March
            2002 by Midland;

      (iii) Midland and ENA will offset the Cure Amount against
            the Arrearage, resulting in a net payment owed by
            Midland to ENA of $66,275;

       (iv) ENA must return the Ultramar and Union Pacific
            Letters of Credit to Midland without a draw being
            made; and

        (v) Midland must provide ENA with the Replacement
            Letter of Credit.

Accordingly, Judge Gonzalez grants the motion in its entirety.
The Court also approves the Letter Agreement and the Sale
Agreement as amended.  ENA is authorized to assume and assign
the Ultramar Contract pursuant to the Assignment and Assumption
Agreement.

The Court emphasizes that El Paso Merchant will not have any
liability to cure any default of ENA under the Ultramar
Contract.

Judge Gonzalez further authorizes ENA to pay and Midland to
accept the Cure Amount, which will be offset by the Arrearage,
resulting in the Net Payment of $66,275 -- payable immediately.
(Enron Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says that Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are quoted at a price of 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2for  
real-time bond pricing.


ENVOY COMMS: Working Capital Deficit Tops $7MM at March 31, 2002
----------------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ: ECGI / TSE: ECG), a
leading design, marketing and technology company, announced
financial results for the second fiscal quarter ended March 31,
2002.

"Envoy's management team has taken decisive steps to restructure
your Company", stated Geoff Genovese, Chairman and CEO of Envoy
Communications. "The restructuring is now completed. We still
have challenges ahead of us, but we believe the strong measures
we have undertaken over the last 6 months will return your
Company to profitability. A detailed review of the restructuring
and our results is available in the notes to the consolidated
financial statements.

Revenue for the six months was $30.7 million compared to $42.2
million for the six months last year. EBITDA before goodwill
amortization and write-down, restructuring costs and unusual
item for the six months was a loss of ($2.8) million, compared
to $7.5 million for the six months last year. Earnings (loss)
before goodwill amortization and write down for the six months
was a loss of ($7.5) million or ($0.36) per share, compared to
$3.1 million or $0.15 per share for the six months last year.

The Company performed an assessment of the carrying values of
goodwill recorded in connection with our various businesses. As
a result of this review, the Company recorded, in the second
quarter of 2002, a $28.4 million write-down of goodwill. See
notes to the consolidated financial statements.

We are now fine-tuning a plan to reposition your Company for the
future, this plan included evaluating all of our businesses and
our future focus and direction. We are confident that the
combination of our restructuring and repositioning will not only
improve our growth and our profitability but will also assist us
in restoring shareholder value. In conclusion, we have a
tremendous opportunity ahead of us, we are confident about the
future growth of Envoy."

Other financial information is available on our web site at
http://www.envoy.to

    Recent Developments

    - On May 6, 2002, Envoy announced that the Company intends
to ask its shareholders to approve a consolidation of its issued
common shares on the basis of three existing common shares to be
consolidated into one new common share. The Company also
announced that it would ask the shareholders to authorize the
Company to sell up to 15 million of its common shares (or 5
million common shares on a post-consolidated basis), by one or
more private placements, over the 12 month period following
shareholder approval.

    - On April 17, 2002, Envoy announced specific details of the
recently completed restructuring activities of the Company.

    - On March 15, 2002, Envoy announced its intention to
privately place $1,800,000 in principal of 10% Convertible
Secured Debentures due 2007. The debentures will have a maturity
of five years and will be convertible into a total of 2,500,000
units at the conversion price of $0.72 per unit, each unit
consisting of one common share and one warrant.

Envoy Communications Group (NASDAQ: ECGI / TSE: ECG) is an
international design, marketing and technology company with
offices throughout North America and Europe. Combining strategy,
creativity and innovation, Envoy's interconnected network of
companies delivers business-building solutions to over 200
leading global brands and has successfully completed assignments
in more than 40 countries around the world. Envoy clients
include adidas-Salomon, BASF, FedEx, Fujifilm, Lexus, Microsoft,
Nissan, Panasonic, Safeway, Sprint Canada, Steelcase, TD
Securities, Toshiba, Unilever and Wal-Mart.

At March 31, 2002, Envoy Communications' total current
liabilities exceeded its total current assets by over $7
million.


EXIDE TECHNOLOGIES: Court Okays Gavin Anderson as PR Consultants
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained Court
authority to retain Gavin Anderson & Company, pursuant to
Sections 327(a) and 328(a) of the Bankruptcy Code as their
public relations consultants in the Chapter 11 Cases.

Many persons and entities, including employees, trading
partners, counter-parties to executory contracts and leases,
equity holders, financial markets, potential investors,
governmental entities, trade and other creditors, the media, and
the general public will be interested in Debtors' bankruptcy.
The cooperative participation of many of these persons and
entities will be necessary for the Debtors to successfully
reorganize. Gavin Anderson will be able to assist Debtors in
protecting, retaining and developing the goodwill and confidence
of these constituencies. Gavin Anderson will provide such public
relations services as Gavin Anderson and the Debtors shall deem
appropriate and feasible in order to advise the Debtors in the
course of these Chapter 11 Cases, including:

A. preparing materials to be distributed to Debtors' employees
   explaining the impact of the Chapter 11 Cases;

B. drafting correspondence to creditors, vendors, employees and
   other interested parties regarding the Chapter 11 Cases;

C. preparing written guidelines for head office and location
   managers to assist them in addressing employee and customer
   concerns;

D. preparing news releases for dissemination to the media for
   distribution;

E. interfacing and coordinating media reports to contain the
   correct facts and the Debtors' perspective as an ongoing
   business;

F. assisting the Debtors in maintaining their public image as a
   viable business and going concern during the Chapter 11
   reorganization process;

G. assisting the Debtors in handling inquiries, e&,
   shareholders, employees, vendors, customers, retirees, etc.,
   and developing internal systems for handling such matters;

H. coordinating public relations services with a third party
   making an investment in the Debtors; and

I. performing other strategic communications consulting services
   as may be required by the Debtors in the Chapter 11 Cases.

The Debtors have agreed that Gavin Anderson will be compensated
with a non-refundable fee of $30,000 due upon the signing of the
agreement, which will be applied to the final monthly invoice
when the relationship is terminated. Gavin Anderson has agreed
to represent the Debtors for compensation at the hourly rates
agreed upon between the parties pursuant to the Retention
Agreement plus reimbursement of actual out-of-pocket expenses.
The current hourly rates of the firm's professionals are:

       President                        $430
       Chief Financial Officer           350
       Managing Director                 350
       Director                          275
       Associate Director                225
       Senior Executive                  185
       Executive                         150
       Administrative Assistant           60

The indemnification provisions of the Retention Agreement be
approved:

A. subject to the provisions of subparagraph (c), infra, the
   Debtors are authorized to indemnify, and will indemnify Gavin
   Anderson, in accordance with the Retention Agreement, for any
   claim arising from, related to, or in connection with Gavin
   Anderson's engagement, but not for any claim arising from,
   related to, or in connection with Gavin Anderson's
   post-petition performance of any services other than the
   Communications Services unless such post-petition services
   and indemnification therefor are approved by the Court;

B. notwithstanding any provision of the Retention Agreement to
   the contrary, the Debtors will have no obligation to
   indemnify Gavin Anderson, or to provide contribution or
   reimbursement to Gavin Anderson, for any claim or expense
   that is either judicially determined by a court of competent
   jurisdiction to have primarily resulted from the bad faith,
   gross negligence or willful misconduct of Gavin Anderson, or
   settled prior to a judicial determination as to Gavin
   Anderson's bad faith, negligence, or willful misconduct, but
   determined by the Court, after notice and a hearing, to be a
   claim or expense for which Gavin Anderson is not entitled to
   receive indemnity, contribution or reimbursement under the
   terms of the Retention Agreement as modified by the Order
   approving this Application;

C. if, before the earlier of the entry of an order confirming a
   Chapter 11 Plan in the Chapter 11 Cases, and the entry of an
   order closing the Chapter 11 Cases, Gavin Anderson believes
   that it is entitled to the payment of any amounts by the
   Debtors on account of the Debtors' indemnification,
   contribution and/or reimbursement obligations under the
   Retention Agreement, including, without limitation, the
   advancement of defense costs, Gavin Anderson must file an
   application therefor in this Court, and the Debtors may not
   pay any such amounts to Gavin Anderson before the entry of an
   order by this Court approving payment. This subparagraph (c)
   is intended only to specify the period of time under which
   the Court shall have jurisdiction over any request for fees
   and expenses by Gavin Anderson for indemnification,
   contribution or reimbursement and not to limit the duration
   of the Debtors' obligation to indemnify Gavin Anderson; and

D. a claim under the Retention Agreement for indemnification,
   contribution and/or reimbursement arising from Gavin
   Anderson's pre-petition performance of the services described
   in the Retention Agreement or otherwise shall not be entitled
   to administrative expense priority. (Exide Bankruptcy News,
   Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


FARMLAND INDUSTRIES: Fitch Knocks Bank Debt Rating Down to DD
-------------------------------------------------------------
Fitch Ratings has lowered Farmland Industries' bank debt rating
to 'DD' from 'B-'. This rating applies to Farmland's $500
million senior secured credit facility. Ratings for Farmland's
subordinated debt of approximately $500 million and $100 million
in outstanding preferred stock have been lowered to 'D' from
'CCC-' and 'CC'. The ratings downgrades follow Farmland's filing
for protection under Chapter 11 of the U.S. bankruptcy code. The
Negative Rating Outlook has been removed.

The one notch difference between the bank debt rating and the
subordinated debt and preferred stock ratings reflect Fitch's
expectation that recovery will be more significant for secured
creditors relative to other creditors.

Farmland's credit facility is comprised of a $350 million asset
based revolver and a $150 million two-year amortizing term loan.
The revolver is secured by receivables and inventories and the
term loan is secured by a basket of fixed assets. The proceeds
of the current credit facility were used to refinance the
previous revolver and refinance a synthetic lease related to the
construction of the Coffeyville gasifier plant.

Farmland is the largest farmer-owned regional cooperative in the
United States, with 2001 sales of nearly $12 billion. The
company operates four main businesses, including crop
production, petroleum refining and marketing and beef and pork
processing. Based on total productive capacity, the company is
one of the largest producers of anhydrous ammonia fertilizer in
the United States. Farmland is the sixth-largest pork processor
and the fourth-largest beef processor in the nation. Though
doing business in all 50 states and internationally, the
company's primary trade territory is in the Midwestern section
of the United States.


FARMLAND INDUSTRIES: Says Foods Plants Operating at Capacity
------------------------------------------------------------
Farmland Industries is pleased to announce that its producer-
owners have firmly committed to the uninterrupted delivery of
hogs to Farmland Foods plants, in a show of unwavering support
of their company following its bankruptcy filing on Friday, May
31.

"Since our announcement Friday, we have personally spoken with
all our hog suppliers.  Each and every one has agreed to deliver
us hogs [Mon]day and on a continuing basis, ensuring that our
Farmland Foods operations will continue uninterrupted," said
Jerry Leeper, Farmland vice president of Livestock Production.

Farmland producers are honoring that commitment Monday morning.  
"As of 6:30 a.m. [Mon]day we had full hog yards in all three
plants, and no cancellations," Leeper said.

This commitment from Farmland's hog producer-owners ensures the
company can keep its commitment to delivering quality Farmland
pork products to its retail, foodservice, industrial and
international customers without interruption.

Farmland Industries President and CEO Bob Terry said, "While we
expected our farmer-owners to support us through these
challenging times, their support is truly heartening.  It
motivates all our employees to work even harder to ensure the
success of their company."

Farmland Industries' operations are also operating normally
Monday.  The refinery at Coffeyville, Kan., and the company's
phosphate fertilizer operations are running at capacity.  The
company's nitrogen fertilizer plants are operating as scheduled.

Farmland Foods -- http://www.farmlandfoods.com-- a subsidiary  
of Farmland Industries, Inc., Kansas City, Mo., is the largest
farmer-owned meat company in North America.  The Farmland farm-
to-table system, which is 600,000 independent farm families
strong, produces and markets quality, wholesome pork and beef
products bearing the Farmland "Proud to be farmer owned(R)"
brand.

Farmland Industries, Inc., Kansas City, Mo., --
http://www.farmland.com-- is a diversified farmer-owned  
cooperative focused on meeting the needs of its local
cooperative- and farmer-owners.  Farmland and its joint venture
partners supply local cooperatives with agricultural inputs,
such as crop nutrients, crop protection products, and animal
feeds.  As part of its farm-to-table mission, Farmland adds
value to its farmer-owners' grain and livestock by processing
and marketing high-quality pork, beef and catfish products
throughout the United States and in more than 30 countries.


FLEMING: S&P Assigns BB+ Rating to $950M Sr. Secured Bank Loan
--------------------------------------------------------------
Standard & Poor's assigned its double-'B'-plus rating to
national food wholesaler Fleming Cos. Inc.'s proposed $950
million senior secured bank loan. A double-'B'-minus rating was
also assigned to Fleming's proposed $200 million senior
unsecured note issue due in 2010, being drawn down under the
company's $600 million shelf. Proceeds from the bank loan and
note offering, together with the issuance of eight million
shares of common stock, will be used to fund the acquisition of
Core-Mark International Inc. and to repay debt.

The double-'B' corporate credit rating on the company was also
affirmed. Pro forma for the transactions, Dallas, Texas-based
Fleming has $2.1 billion total debt outstanding.

"The bank facility is rated one notch above the corporate credit
rating, based on our belief that the security interest in the
collateral offers reasonable prospects for full recovery of
principal if a payment default were to occur," Standard & Poor's
credit analyst Mary Lou Burde said. "Our assessment of the value
of the company's discrete assets considered the assets'
potential to retain value over time and an orderly liquidation
scenario under a default scenario."

"The bank facility rating is based on preliminary terms and
conditions, and is subject to review once full documentation is
received," Ms. Burde added.

Standard & Poor's said the ratings on Fleming are based on its
position as one of the two largest food wholesalers in the U.S.,
positive operating trends and solid financial progress over the
past two years, and the potential for an improved business
position following the completion of its pending acquisition of
Core-Mark International Inc. The acquisition of Core-Mark and
the completed acquisition of Head Distributing have a combined
purchase price of $430 million. Fleming expects the Core-Mark
transaction and related financings will be completed during its
second quarter.

Standard & Poor's said it believes Fleming's use of equity to
help fund these acquisitions reflects management's intention to
moderate its relatively aggressive financial policy.


GALEY & LORD: Wants Exclusive Period Extended Until Dec. 19
-----------------------------------------------------------
Galey & Lord, Inc. and its debtor-affiliates ask for more time
from the U.S. Bankruptcy Court for the Southern District of New
York to file a chapter 11 plan.  The Debtors want to retain the
exclusive right to file a Plan through December 19, 2002 and
until February 18, 2003 to solicit acceptances of that plan.

The Debtors tell the Court that they have stabilized their
business operations and made significant progress in their
reorganization proceedings.

In summary, the Debtors have taken action to:

     -- negotiate and implement the continued use of cash
        collateral;

     -- retain professionals that will assist the Debtors in
        developing a reorganization plan;

     -- stabilize their cash management operations;

     -- reject certain burdensome unexpired leases and an
        executory contract;

     -- begin the termination and/or sale of unprofitable
        segments of the Debtors' business;

     -- file their voluminous schedules and statements of
        financial affairs;

     -- develop and implement an employee retention plan; and

     -- maintain employee morale.

The Debtors assert that the extension sought will no harm the
creditors and other parties-in-interest. The extension will
merely permit the process to move forward in an orderly fashion,
the Debtors add.

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) are quoted at a
price of 14, DebtTraders says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1


GLASSTECH HOLDING: Plan Confirmation Hearing Set For June 27
------------------------------------------------------------
               IN THE UNITED STATES BANKRUPTCY COURT
                    FOR THE DISTRICT OF DELAWARE

In re                          )
                               )
GLASSTECH HOLDING CO.,         )     Chapter 11
                               )
            and                )
                               )     Case No. 02-10281 (MFW)  
GLASSTECH, INC.,               )     (Jointly Administered)
                               )
            Debtors.           )


Hearing Date:        June 27, 2002 at 200 p.m. prevailing
                     Eastern Time

Objection Deadline:  June 19, 2002 at 4:00 p.m. prevailing    
                     Eastern Time

Balloting Deadline:  June 14, 2002 at 4:00 p.m. prevailing
                     Eastern Time

      NOTICE OF HEARING FOR APPROVAL OF DEBTORS' PLAN OF
    REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

T0: All parties required to receive notice pursuant to the Order
Granting Motion for an Order (i) Approving the Form of Ballot,
(ii) Establishing Procedures for Solicitation of Votes on Plan
Under Chapter 11 of the Bankruptcy Code, (iii) Establishing
Voting Deadline and Procedures for Tabulation of Votes on Plan
of Reorganization Under Chapter 11 of the Bankruptcy Code; and
(iv) Fixing Date and Time for the Filing of Objections to, and
Scheduling Hearing on, Confirmation of Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code.

     PLEASE TAKE NOTICE that a hearing (the "Confirmation
Hearing") shall be held before the Honorable Mary F Walrath,
United States Bankruptcy Court Judge, at the United Stales
Bankruptcy Court, 824 North Market Street, Wilmington, Delaware,
19801, on June 27, 2002 at 2:00 p.m. prevailing Eastern Time, in
order to consider the confirmation of the Debtors' First Amended
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
(the "Plan"). The Confirmation Hearing may be continued from
time to time by announcing such continuances in open court at
the Confirmation Hearing, without further notice to parties in
interest.

      PLEASE TAKE FURTHER NOTICE that all ballots for accepting
or rejecting the Plan must be received by Glasstech Holding Co.,
c/o Trumbull Services Company by no later June 14, 2002 at 4:00
p.m. prevailing Eastern Time (the "Balloting Deadline).

      PLEASE TAKE FURTHER NOTICE that the deadline for filing
objections and evidence in opposition to the confirmation of the
Plan is June 19, 2002 at 4:00 p.m. prevailing Eastern Time (the
"Objection Deadline").

      PLEASE TAKE FURTHER NOTICE that all objections, if any,
must be: (i) in writing; (ii) set forth in detail the name and
address of the party filing the objection, the grounds for the
objection, any evidentiary support therefore in the nature, of
declarations submitted under penalty of perjury, and the amount
of the objector's claim or such other grounds that give the
objector standing to assert the objection; (iii) filed with the
Clerk of the United States Bankruptcy Court for the District of
Delaware, 824 Market Street, 5th Floor, Wilmington, Delaware
19801 on or before the Objection Deadline; and (iv) be served on
the following parties so as to be actually received on or before
the Objection Deadline: (1) Counsel to the Debtors: BAKER &
HOSTETLER LLP, 3200 National City Center, 1900 East 9th Street,
Cleveland, OH 44114-3485, Attn: Brian A. Bash and Michael A.
VanNiel; (2) Counsel to the Debtors: BAKER & HOSTETLER LLP, 1000
Louisiana, Suite 2000, Houston, TX 77002, Attn: Shari L. Heyen;
(3) Counsel to the Debtors: PACHULSKI STANG, ZEIHL, YOUNG &
JONES P.C., 919 North Market Street, 16th Floor, P.O. Box 8705,
Wilmington, Delaware 19899-8705 (Courier 19801), Attn: Laura
Davis Jones, Esq.; (4) OFFICE OF THE UNITED STATES TRUSTEE for
the District of Delaware, 844 King Street, 2nd Floor,
Wilmington, DE 19801, Attn: Attn: Mark Kenney; (5) Counsel to
the Official Committee of Unsecured Creditors: YOUNG CONAWAY
STARGATT & TAYLOR LLP, 1000 West Street, 17th Floor, P.O. Box
391, Wilmington, DE 19899-0391, Attn: Brendan Linehan Shannon;
and (6) Counsel to the Official Committee of Unsecured
Creditors: WILMER CUTLER & PICKERING, 520 Madison Avenue, New
York NY 10022, Attn: Andrew Goldman and Jorian Rose.

      PLEASE TAKE FURTHER NOTICE that persons wishing to obtain
copies of the Plan and related documents may do so by requesting
copies of the same in writing from: Rachel S. Lowy, Pachulski,
Stang, Ziehl, Young & Jones, P.C., 919 North market Street, 16th
Floor, Wilmington, Delaware 19899-8705.


GLOBAL CROSSING: Gets Go-Signal to Hire Jaffe Raitt as Counsel
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates, obtained
authorization, pursuant to Section 327(e) of the Bankruptcy
Code, to retain and employ Jaffe Raitt Heuer & Weiss,
Professional Corporation as special counsel, commencing May 1,
2002, with respect to:

A. certain limited matters involving commercial litigation
   related to the Debtors' large commercial and reseller
   customers,

B. enforcement of certain of the Debtors' contracts and tariffs,

C. representation of the Debtors as parties in interest in other
   bankruptcy cases and insolvency matters involving the
   Debtors' customers, and

D. certain limited corporate work related to the Debtors'
   investment in American Communications Network, Inc.

As proposed, Jaffe Raitt will be employed to provide
representation in relation to:

A. general litigation matters concerning the Debtors' large
   commercial and reseller customers in accordance with the
   practices and procedures existing prior to the Debtors'
   bankruptcy;

B. insolvency matters and bankruptcy cases involving the
   Debtors' customers, and

C. the Debtors' investment in American Communications Network,
   Inc., located in Michigan.

Subject to Court approval under Section 330(a) of the Bankruptcy
Code, compensation will be payable to Jaffe Raitt on an hourly
basis, plus reimbursement of actual, necessary expenses and
other charges incurred by Jaffe Raitt. The hourly rates charged
by Jaffe Raitt's attorneys that are currently expected to work
on this matter are:

      Partners              $175.00 to $425.00
      Associates            $120.00 to $185.00
      Legal Assistants      $ 75.00 to $120.00
(Global Crossing Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


GLOBAL CROSSING: Asian Unit Gets Debt & Equity Workout Proposals
----------------------------------------------------------------
Asia Global Crossing has received multiple indications of
interest from third parties for a debt and equity restructuring
of the company.

"We are very pleased with the indications of interest we have
received," said Jack Scanlon, vice chairman and chief executive
officer, Asia Global Crossing.  "We are currently evaluating the
proposals, each of which will require further discussions with
the interested parties before presentation to our Board of
Directors."

Asia Global Crossing is bound by confidentiality agreements that
preclude disclosure of specific facts concerning the parties
that have expressed interest and the terms and conditions of
each proposal.

Asia Global Crossing cautions that while indications of interest
have been received, there remains no assurance that any of the
proposals will result in a firm offer or definitive agreement.

Asia Global Crossing provides city-to-city connectivity and data
communications solutions to pan-Asian and multinational
enterprises, ISPs and carriers.  Through a combination of
undersea cables and terrestrial networks, Asia Global Crossing
owns and operates the region's first truly pan-Asian
telecommunications network, which offers seamless connectivity
among the major business centers of the Asia Pacific region.  In
addition, in combination with the Global Crossing Network, Asia
Global Crossing provides access to more than 200 cities
worldwide.  Asia Global Crossing's largest shareholders include
Global Crossing, Softbank and Microsoft.

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USN1), says
DebtTRaders, are quoted at a price of 20.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


GLOBAL CROSSING: Asian Unit's First Quarter Revenue Remains Flat
----------------------------------------------------------------
Asia Global Crossing reported the following preliminary  
information concerning its business performance for the quarter
ended March 31, 2002.

(The preliminary, unaudited financial information below should
be read in conjunction with the Note below.)

                    Financial Overview

Revenue was $44.7 million for the first quarter, compared to
$46.7 million in revenue for the fourth quarter of 2001 and
$16.3 million for the same quarter last year.  Asia Global
Crossing's recurring services revenue, which is revenue less
amounts related to IRU amortization, was $38.3 million for the
quarter, compared to $41.6 million in the previous quarter and
$15.3 million for same period last year.  Year-on-year growth is
primarily attributable to the fact that the company's network
infrastructure and product offerings are at a significantly more
developed stage now than in the first quarter of 2001.

"We are pleased that despite the continuing difficult
telecommunications environment and the uncertainty during the
quarter related to our majority shareholder Global Crossing and
our own on-going restructuring efforts, our revenue held
relatively steady over the past two quarters," said Jack
Scanlon, vice chairman and chief executive officer, Asia Global
Crossing.

Recurring services revenue from enterprise customers, a key
target for Asia Global Crossing's strategy, increased slightly
quarter-on-quarter, with the number of IP Transit customers
increasing 18 percent over the previous quarter.

During 2001, Asia Global Crossing entered into a number of
transactions in which it provided capacity, services or
facilities to other telecommunications carriers and, at
approximately the same time, purchased or leased capacity,
services or facilities from these same telecommunications
carriers.  The company refers such transactions as "reciprocal
transactions."

While Asia Global Crossing did not enter into any new reciprocal
transactions during the first quarter, its revenue for the first
quarter included $9.2 million recognized from previous
reciprocal transactions, compared to $8.4 million for the fourth
quarter of 2001 and zero for the same quarter last year.  A
significant number of the company's transactions during 2001
were completed with telecommunications carriers from whom Global
Crossing purchased capacity, services or facilities at
approximately the same time as these carriers purchased
capacity, services or facilities from Asia Global Crossing.  
Revenue recognized from such transactions was $3.0 million for
the first quarter of this year, compared to $2.7 million for the
fourth quarter of 2001 and zero for the first quarter a year
ago.

                         Liquidity Update

Asia Global Crossing had approximately $294 million in cash at
the end of the first quarter, excluding $56.2 million held by
Pacific Crossing Ltd. During the quarter, Asia Global Crossing
made approximately $95 million in payments to its two major
vendors as part of a financial restructuring plan that defers
amounts that would otherwise have been payable to these vendors
in 2002 into the years 2003 through 2005.  These first quarter
payments reflect the majority of payments to these vendors for
the year.

Asia Global Crossing currently has approximately $317 million in
cash on hand, excluding approximately $57 million held by
Pacific Crossing Ltd.  The change from the balance at the end of
the first quarter reflects the interest payment made on May 15th
to holders of its Senior Notes due 2010 and proceeds from Asia
Global Crossing's recent restructuring of some of its joint
ventures.

Note:

The above first quarter 2002 financial information is
preliminary and unaudited, and has not been reviewed by the
company's independent public accountants, Arthur Andersen LLP.  
Final audited results may differ, and are dependent upon
completion of an investigation into certain allegations
regarding accounting and reporting and determinations regarding
asset impairments, both of which were discussed in the company's
fourth quarter and full-year 2001 results of operations release
on February 26, 2002.  As earnings will depend materially upon
the final determination of asset impairments and could be
affected by the conclusions of the investigations, no results of
operations beyond revenue for the quarter are presented.

Asia Global Crossing provides city-to-city connectivity and data
communications solutions to pan-Asian and multinational
enterprises, ISPs and carriers.  Through a combination of
undersea cables and terrestrial networks, Asia Global Crossing
owns and operates the region's first truly pan-Asian
telecommunications network, which offers seamless connectivity
among the major business centers of the Asia Pacific region.  In
addition, in combination with the Global Crossing Network, Asia
Global Crossing provides access to more than 200 cities
worldwide. Asia Global Crossing's largest shareholders include
Global Crossing, Softbank and Microsoft.


HOLLYWOOD ENTERTAINMENT: May Offer Remaining $305MM Of Shares
-------------------------------------------------------------
On March 11, 2002, Hollywood Entertainment Corporation completed
a public offering of $120,750,000 of its common stock. The
Company indicates that it may offer the remaining $305,750,000
of its securities covered by recent registration with the SEC
from time to time. The Company will determine the type and
amount of securities and the price and other terms of any
offering on the basis of market conditions and other factors
existing at the time of the offering and will disclose the
specific terms of any offering in a supplement to a prospectus
recently distributed.

Hollywood Entertainment owns and operates the second largest
video store chain in the United States. Hollywood Entertainment
and Hollywood Video are registered trademarks of Hollywood
Entertainment Corporation.

As previously reported, Hollywood Entertainment reported having
an upside-down balance sheet, at December 31, 2001, with a total
shareholders' equity deficit of about $113 million.


ICH CORPORATION: DE Court Fixes July 1, 2002 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
sets July 1, 2002 as the Claims Bar Date for all entities to
file requests for payment against ICH Corporation and its
debtor-affiliates or be forever barred from asserting that
claim.

The Claims must be received not later than 5:00 p.m., Eastern
Standard Time on the Bar Date. In addition, governmental units
shall have until 5:00 p.m. of July 8, 2002 to file their Claims.

Proofs of Claims are not required to be filed anymore if they
are:

     i) Claims of an employee employed by the Debtor as of
        February 5, 2002 for unpaid wages, salaries,
        commissions, or other compensation who have been paid
        pursuant to Order of the Bankruptcy Court;

    ii) Claims already has been properly filed with the Court;

   iii) Claims previously allowed by Order of the Court;

    iv) Claims allowable under sections 503(b) and 507(a) (1) of
        title 11 of the United States Code as expenses of
        administration;

     v) Claims listed in the Debtors' schedules of liabilities
        filed with the Court which are not listed as contingent,
        unliquidated or undisputed; and

    vi) Proof of Interests of equity security holders of the
        Debtors;

Holders of claims arising from the rejection of an unexpired
lease or executory contract shall be required to file a proof of
claim on or before the later of:

     a) the Bar Date; or

     b) 30 days after the effective date of such
        rejection as ordered by the Court.

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: Says Committee Must Justify R.J. Pompe's Engagement
-------------------------------------------------------------
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP in Wilmington, Delaware, representing The IT Group, Inc. and
its debtor-affiliates, contends that the Official Unsecured
Creditors' Committee's Application should be denied because the
Committee fails to set forth sufficient necessity or
justification for retaining Mr. Pompe as a consultant to
investigate and evaluate the Debtors' businesses. The services
listed by the Committee that it seeks to have Pompe perform are
duplicative of the services provided by the Committee's
financial advisors, Chanin Capital Partners, L.L.C. and Todd
Neilson, the examiner appointed by the Office of the US Trustee.

Mr. Galardi adds that the Committee has failed to set forth the
specific qualifications of Mr. Pompe to establish that he is
qualified to perform the Services the Committee requests.  Only
a summary statement was provided indicating that he was employed
by the Debtors in various senior level management positions. The
Committee, therefore, fails to provide adequate information
connecting Mr. Pompe's skills and experience to the Services the
Committee requests that he perform. At the very least, the
Committee should be required to set forth a more adequate and
full disclosure regarding the specific services it requests that
Mr. Pompe perform.  They should also provide the specific
qualifications of Mr. Pompe that enable him to perform those
services. A more adequate and full disclosure will enable the
Court and other parties in interest to evaluate his
qualifications to perform such services.

                     Pre-petition Lenders Objects

Richard S. Cobb, Esq., at Klett Rooney Lieber & Schorling in
Wilmington, Delaware, submits that Citibank USA, Inc., Agent for
the pre-petition institutional lenders to the Debtors, objects
to the retention of another advisor and consultant by the
Creditors' Committee.  They object because there is no real
justification set forth in the application and under the
circumstances of this case. The Committee has already retained
Chanin as its financial advisor.  Therefore, the incurring of
the additional fees and expenses necessarily attendant to Mr.
Pompe's retention simply is unwarranted. The Debtors' estates
can ill afford additional professional fees and expenses.

Mr. Cobb points out that the application is completely devoid of
any specific need for the retention of Mr. Pompe, what
particular unique services he is to render or what, if any,
expertise he brings to the situation that cannot be addressed by
Chanin. Further, the proposed scope of services to be rendered
by Mr. Pompe is incredibly broad and could cover virtually
anything related to the Chapter 11 cases. In fact, the proposed
scope of services set forth simply restates the duties of a
creditors' committee set forth in Section 1103(b) of the
Bankruptcy Code.  The Creditors' Committee may have an
unarticulated intention to use Mr. Pompe's services to determine
whether an internally generated reorganization plan is possible
for the Debtors. However, the Examiner already appointed has
been charged with this task and is more than capable of
fulfilling that role. (IT Group Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


INTEGRATED HEALTH: Rotech Gets Profs.' Claims Bar Date Extension
----------------------------------------------------------------
The deadline for the submission of final applications for
allowance of compensation for services rendered and
reimbursement of expenses incurred by the Professionals on
behalf of the Rotech Debtors is extended through and including
the date on which all final applications on the other Debtors in
the IHS cases become due. (Integrated Health Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


JC PENNEY: Fitch Assigns BB+ Rating to $1.5BB Bank Facility
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to J. C. Penney
Co., Inc.'s new $1.5 billion secured bank facility. At the same
time, Fitch has lowered its ratings on Penney's senior unsecured
notes to 'BB' from 'BB+' and convertible subordinated notes to
'B+' from 'BB-', given their subordinated position to the new
bank facility.  The bank facility is secured by Penney's
department store and catalog inventory, which totaled $2.9
billion as of year-end. In addition, the 'B' commercial paper
rating is withdrawn. The Rating Outlook is revised to Stable
from Negative, reflecting the progress Penney has made in
turning around its drugstore and department store operations,
and the expectation that the company will continue to make
gradual progress in improving profitability from currently weak
levels. Approximately $5.4 billion of debt is affected by the
rating actions.

Penney's operating performance began to improve in 2001 as the
company has begun to execute its turnaround plans and restore
profitability. Changes made have included the transformation to
a centralization of the merchandising function at the department
stores, which is leading to improved assortments and more timely
movement of goods into the stores. In addition, Eckerd is
implementing new pricing and marketing strategies, and is
reconfiguring its stores to boost sales of higher margin general
merchandise.

As a result of these initiatives, after deteriorating for
several years due to weak operations, Penney's credit measures
began to improve in 2001. EBITDAR (before restructuring and
other charges) coverage of interest plus rents increased to 1.7
times from 1.2x in 2000 and leverage, as measured by lease-
adjusted debt to EBITDAR, improved to 5.9x in 2001 from 7.8x in
2000. While these levels are weak for the rating category, Fitch
expects them to strengthen over the medium term as profitability
and cash flow improves. In addition, Penney's liquidity remains
strong, with $2.3 billion of cash remaining after the recent
repayment of a $700 million debt maturity.

The ratings continue to reflect the unsure economic outlook and
the competitiveness of the drugstore and department store
sectors. The ratings also incorporate the uncertainty regarding
the ultimate success of its new operating strategies.


KAISER: Coral Energy Demands Adequate Assurance of Payment
----------------------------------------------------------
Coral Energy Resources, L.P. asks the Court to reconsider its
Utilities Order which prohibited certain utility companies,
including Coral Energy, from demanding further adequate
assurance from Kaiser Aluminum Corporation and its debtor-
affiliates.  The Utilities Order was entered before Coral
Energy was aware that the Motion had been filed.

Coral Energy also insists that the Debtors provide it adequate
assurance of payment and require them to assume or reject their
Gas Sale and Purchase Contract. The Contract requires Coral
Energy to deliver approximately 38,000 MMBtu of natural gas to
Kaiser's Gramercy, Louisiana Plant daily at a price based on an
index. As of the Petition Date, the Debtors defaulted
approximately $4,202,915 to Coral Energy for pre-petition
purchases of natural gas, and $32,826 for prior period
adjustments. Coral Energy wants the Debtors to decide, by not
later than June 25, 2002, whether to assume or reject the
Contract.

Joseph H. Huston, Jr., at Stevens & Lee, P.C. in Wilmington,
Delaware, submits that Coral Energy objects to and seeks relief
from the Utilities Order because Coral Energy is not a utility
within the meaning of Section 366 of the Bankruptcy Code and,
therefore, should not be bound by the terms of the Utilities
Order. Coral Energy neither controls the price for natural gas
in any market in which it participates, nor excludes competition
from those markets. It is not a public utility, a monopoly
created by a state legislature, or any other kind of monopoly.
It is a private company that markets and sells natural gas on
the open market to customers like as Kaiser.

Mr. Huston claims that the Contract and the transactions
consummated by the parties are normal for the natural gas
marketing industry. Prices charged by Coral Energy comport with
the industry norm and are competitive with those prices offered
by the other natural gas marketers operating in Kaiser's market.
Kaiser was also free to choose among several natural gas
suppliers, and was not compelled -- by economic forces or
otherwise -- to choose Coral Energy over its competitors. In
fact, Kaiser's Gramercy Plant is connected to pipelines owned by
Enterprise Products Partners L.P., Gulf South Pipeline Company,
L.P., and Bridgeline Holdings, L.P. -- shippers that apparently
are capable of supplying natural gas to Kaiser and have, at
various times, been marketing to Kaiser in the past. Without the
requisite monopoly intrinsic to Congress' definition of a
Section 366 "utility," Coral Energy should not be bound by the
terms of the Utilities Order.

Furthermore, Mr. Huston tells the Court that Coral Energy
intends to require the Debtors to prepay, by not later than the
third business day prior to the month of delivery, the full
purchase price for all natural gas nominations for the next
succeeding month as a form of adequate assurance of future
payment for its natural gas. In the alternative, Coral Energy
demands the Debtors deposit an amount of not less than
$4,000,000 million as security for future payments that may
become due for gas purchases.

Mr. Huston informs the Court that, on March 14, 2002, Coral
Energy requested additional assurance of future payments from
the Debtors in accordance with the requirements of the Utilities
Order. Coral Energy requested that the Debtors respond to the
request by March 20, 2002. Notwithstanding numerous requests, to
date, the Debtors have not responded.

Mr. Huston assures the Court that the adequate assurance of
payment sought by Coral Energy does not harm the Debtors or the
other creditors in this case. The economic value of the natural
gas being delivered by Coral Energy is substantial, and Coral
Energy has no genuine ongoing assurance that the Debtors will
pay for the natural gas following its delivery. It should not be
required to extend unsecured credit to the Debtors post-petition
in these circumstances. Coral Energy should not be forced to
deliver any additional natural gas to the Debtors absent
adequate assurance of future payments.

In any event, Mr. Huston proposes that the Debtors be ordered to
decide whether it wishes to assume or reject the Contract. Coral
Energy has already suffered a $4,000,000 harm under the
Contract, and has no genuine safeguard that the Debtors will pay
for its natural gas purchases in the future. Coral Energy has an
opportunity, while market forces favor suppliers, to negotiate
with alternative purchasers, but it cannot do so as long as the
Debtors keep Coral Energy in a state of uncertainty concerning
whether or not the Debtors will purchase natural gas each month,
and whether or not it will pay for what it receives from Coral
Energy. Furthermore, the Debtors have had sufficient time to
evaluate whether the Contract is beneficial or burdensome, and
to determine whether it wishes to assume or reject the Contract.
(Kaiser Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KELLSTROM INDUSTRIES: Seeking Court's Approval to Retain KPMG
-------------------------------------------------------------
Kellstrom Industries, Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ KPMG LLP as their accountants in
these chapter 11 cases to perform accounting and tax advisory
services, nunc pro tune to March 1, 2002.

The Debtors expect KPMG LLP to provide:

a) Accounting and Auditing Services

     i) Audit and review examinations of the financial
        statements of the Debtors as may be required from time
        to time;

    ii) Analysis of accounting issues and advice to the Debtors'
        management regarding the proper accounting treatment of
        events; and

   iii) Performance of other accounting services for the Debtors
        as may be necessary or desirable.

b) Tax Advisory Services

     i) Review of and assistance in the preparation and filing
        of any tax returns;

    ii) Advice and assistance to the Debtors regarding tax
        planning issues, including but not limited to assistance
        in estimating net operating loss carryforwards,
        international taxes, and state and local taxes;

   iii) Assistance regarding transaction taxes, such state and
        local sales and use taxes;

    iv) Assistance regarding tax matters related to the Debtors'
        pension plans;

     v) Assistance regarding real and personal property tax
        matters, including review of real and personal property
        tax records, negotiation of values with appraisal
        authorities, preparation and presentation of appeals to
        local taxing jurisdictions and assistance in litigation
        of property tax appeals;

    vi) Assistance regarding any existing or future IRS, state
        and/or local tax examinations; and

   vii) Other consulting, advice, research, planning or analysis
        regarding tax issues as may be requested from time to
        time.

The Debtors relate to the Court that KPMG has served as the
Company's accountants and tax advisors since 1994.  This prior
engagement has afforded KPMG a familiarity with the books,
records and financial information of the Debtors

The Debtors agree to pay KPMG at the Firm's customary hourly
rates:

          Partner           $450 - $550 per hour
          Director          $475 - $500 per hour
          Senior Manager    $375 - $450 per hour
          Manager           $275 - $350 per hour
          Senior Associate  $225 - $275 per hour
          Associate         $175 - $200 per hour

Kellstrom Industries, Inc., a leader in the aviation inventory
management industry filed for chapter 11 protection on February
20, 2002. Domenic E. Pacitti, Esq. at Saul Ewing LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $371,249,106
in total assets and $402,400,477 in total debts.


KMART CORP: U.S. Bank Seeks Stay Relief to Apply Bond Proceeds
--------------------------------------------------------------
The U.S. Bank National Association, in its capacity as Indenture
Trustee, currently has funds on deposit in Bond Indenture
Accounts, representing rental payments made by Kmart
Corporation.  The U.S. Bank is the Trustee of 13 indentures
involving real property leased or subleased to the Debtors:

  (a) Trust Indenture dated December 1, 1992 between the City of
      Apple Valley, Minnesota and First Trust National
      Association;

  (b) First Mortgage Indenture and Deed of Trust dated February
      1, 1979 between the City of Baxter, Minnesota and First
      Trust Company of Saint Paul, as Trustee;

  (c) First Mortgage Indenture and Deed of Trust dated June 1,
      1978 between the City of Fergus Falls, Minnesota and The
      Omaha National Bank as Trustee;

  (d) First Mortgage Indenture dated November 1, 1976 between
      the City of Fountain, Colorado and Central Bank of
      Colorado Springs, as Trustee;

  (e) Trust Indenture dated May 1, 1995 between the Industrial
      Development Board of the City of Goodlettsville and Bank
      South N.A., as Trustee;

  (f) Highland Capital Mortgage Trust-I Trust Agreement dated
      December 1, 1992 between Highland Lending Group-I Inc., as
      Depositor, and First Trust National Association, as
      Trustee;

  (g) Collateral Trust Indenture and Security Agreement dated
      August 25, 1982 between K-Pinellas Corporation and the
      Deposit Bank and Trust Company;

  (h) Ordinance No. 6521 of the City of Leavenworth, Kansas,
      approved on July 10, 1979;

  (i) First Mortgage Indenture and Deed of Trust dated May 1,
      1978 between the City of Moorhead, Minnesota and American
      Bank and Trust Company of Moorhead, as Trustee;

  (j) Trust Indenture dated October 1, 1993 between the City of
      Red Wing, Minnesota and First Trust National Association,
      as Trustee;

  (k) Trust Indenture dated September 1, 1994 between the
      Economic Development Corporation of the City of Richmond
      and Comerica Bank, as Trustee;

  (l) First Mortgage Indenture and Deed of Trust dated February
      1, 1980 between the City of Shakopee, Minnesota and First
      Trust Company of Saint Paul, as Trustee; and

  (m) First Mortgage Indenture and Deed of Trust dated August 1,
      1980 between the Economic Development Corporation of the
      County of St. Clair and Manufacturers National Bank of
      Detroit, as Trustee.

The amounts on deposit in the Bond Indenture Accounts and
outstanding bond indebtedness under each of the Trust
Indentures, as of the Petition Date, are:

Indenture             Amount On Deposit   Principal Indebtedness
---------             -----------------   ----------------------
Apple Valley               $118,214              $1,825,000
Baxter                       91,328                 410,000
Fergus Falls                 38,175                 310,000
Fountain                    161,996                 170,000
Goodlettsville              101,396               1,130,000
Highland Capital            236,208              16,752,836
K-Pinellas (Pinellas Park)        0               5,457,650
K-Pinellas (Portage)              0               2,090,323
Leavenworth                  79,019                 405,000
Moorhead                     51,187                 440,000
Red Wing                    196,789               1,415,000
Richmond                    261,544               1,255,000
Shakopee                     59,797                 290,000
St. Clair                   719,469                 680,000

Jeremy M. Downs, Esq., at Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., in Chicago, Illinois, explains that
pursuant to the Trust Indentures, certain funds were created and
established with U.S. Bank for the benefit of the bondholders,
which contain amounts received pre-petition and post-petition.  
"These provisions confer discretion on U.S. Bank to apply funds
on deposit in the Bond Indenture Accounts, including the payment
of principal, redemption premium, if any, and interest on the
bonds and notes," Mr. Downs explains.  The Trustee is supposed
to render timely payments to the holders, to the extend funds
are available.

Likewise, Mr. Downs says, the loan agreements that correspond to
the Trust Indentures also contemplate payment of rent directly
from the Debtors to the Trustee for deposit into the Bond
Indenture Accounts.  "The Trust Indentures also contemplate the
Debtors' recovery of the funds on deposit in the Bond Indenture
Accounts only if the bondholders first recover payment in full
of, among other things, the principal and interest on the bond.

Mr. Downs asserts that the Debtors have no present right or
title to the funds on deposit in the Bond Indenture Accounts.
Accordingly, the accounts do not comprise property of the
estate. At best, Mr. Down says, the Debtors have a contingent
reversionary interest in the funds, an expectancy that will
remain unrealized unless and until the holders are paid in full.

Although it contends that the automatic stay does not apply to
the funds, U.S. Bank seeks relief from the stay to apply the
proceeds of the Bond Indenture Accounts -- out of an abundance
of caution. (Kmart Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KMART: Names William Underwood as Sourcing & Global Ops. Head
-------------------------------------------------------------
Kmart Corporation (NYSE: KM), as part of a reorganization of its
Merchandising operations, announced the appointment of William
D. Underwood as Executive Vice President, Kmart Sourcing and
Global Operations, effective immediately.

James B. Adamson, Kmart Chairman and Chief Executive Officer,
said: "As we continue to focus on strengthening Kmart's
financial and operating performance, it is important that we
take a hard look at all aspects of our business and the
leadership driving it.  We are very pleased to announce that
Bill Underwood is returning to the company to assume a key
position in the organization.  We are truly fortunate to be able
to tap into his extensive knowledge of Kmart's operations and
many contacts in the vendor and sourcing communities worldwide.  
Having Bill focused on execution, the consumer will ultimately
benefit."

Underwood, 61, will have responsibility for Kmart's sourcing
operations worldwide including product specification and quality
assurance, and vendor relations.  He will report directly to
Adamson.  This newly created position will enable Kmart to be
extremely competitive in sourcing product for hardlines and
softlines, improving gross margins and providing enhanced
quality for Kmart customers.

In the interim, Underwood is also assigned responsibility for
the entire Kmart Merchandising function, with the exception of
food and consumables.  As part of a forthcoming reorganization
of Kmart's merchandising operations, Cecil B. Kearse, Executive
Vice President of Merchandising, has left the Company.

Also effective immediately, Julian C. Day will begin to oversee
the Food & Consumables business and the strategic partnership
with the Fleming Companies.

Adamson said, "Julian's expertise in the Grocery industry with
Safeway Stores allows Kmart to tap into his extensive knowledge
of the food business and grow this important component of our
strategy."

Adamson said, "In his nearly 40 years at Kmart, Bill Underwood
earned an outstanding reputation inside the company and among
our vendors and suppliers for his integrity, dedication and
energy.  I am pleased that he has agreed to return to Kmart at
such a critical time in the Company's history.  I have no doubt
that he will make many important contributions to Kmart's future
success."

Underwood first joined Kmart in 1962, when it was still known as
the S.S. Kresge Company.  After serving as a management trainee
in Joliet, IL, he rose through the ranks of store operations,
eventually serving as district manager of the Midwest region.

In 1978, Underwood joined Kmart's merchandising operations as a
buyer.  He subsequently held senior merchandising roles for
men's and boy's wear and later for hardlines.  In 1994 he was
named Senior Vice President, Vendor and Product Development and
in 1997 was promoted to Senior Vice President, Global Sourcing.  
Underwood served most recently as Senior Vice President, Global
Operations, Corporate Brands and Quality Assurance before
retiring from Kmart in May of 1999.

Kmart Corporation is a $36 billion company that serves America
with more than 1,800 Kmart and Kmart SuperCenter retail outlets
and through its e-commerce shopping site,
http://www.bluelight.com

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


KYLAN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kylan Industries Inc.
        280 Park Avenue
        21st Floor
        New York, NY 10017-1216

Bankruptcy Case No.: 02-12723

Type of Business: Kylan is a wholly-owned subsidiary of Wyner
                  Resources, Inc., which is a wholly owned
                  subsidiary of Standard Automotive
                  Corporation. Kylan was founded in 1999 as a
                  manufacturer of chassis trailers. The
                  debtor's manufacturing facility, located in
                  Sonora, Mexico, has been shut down and is not
                  currently operating. Prior to the facility's
                  closure, Kylan manufactured new trailer
                  chassis, which were sold primarily to leasing
                  companies, large steamship lines, railroads
                  and trucking companies. Kylan also
                  remanufactured chassis on a production line
                  scale.

Chapter 11 Petition Date: June 3, 2002

Court: Southern District of New York (Manhattan)

Debtors' Counsel: J. Andrew Rahl Jr., Esq.
                  Anderson Kill & Olick, P.C.
                  179 East 70th Street
                  New York, NY 10021
                  (212) 278-1469
                  Fax : (212) 278-1733

Total Assets: $604,853

Total Debts: $643,476

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Hutchens Industries, Inc.  Trade Debt                  $92,151

TSE Brakes                 Trade Debt                  $86,828

Galaxy Tire & Wheel, Inc.  Trade Debt                  $54,730

Jost International Corp.   Trade Debt                  $52,115

Power Battery Co. Inc.     Trade Debt                  $44,335

CMP Coatings Inc.          Trade Debt                  $32,058

Franks Service & Truck     Trade Debt                  $25,235

Maxi-Seal Harness System   Trade Debt                  $24,166

Airgas West                Trade Debt                  $24,569

Sealco Air Controls, Inc.  Trade Debt                  $19,768

CH Robinson                Trade Debt                  $17,380

Transpacific               Trade Debt                  $17,150

USF Surface Prep           Trade Debt                  $14,878

Standens Limited           Trade Debt                  $14,847

Yient Engineering Inc.     Trade Debt                  $14,140

Holland USA Inc.           Trade Debt                   $8,525

Environmental Spray        Trade Debt                   $7,779

Toca Enterprises           Trade Debt                   $7,150

Truck Lite                 Trade Debt                   $6,428

Compressed Air Power       Trade Debt                   $5,013


METALS USA: Intends to Sell Harris County Warehouse for $1MM+
-------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates want to sell a
100,000 square foot warehouse facility at 2900 Patio Drive,
Harris County, Texas to Clay Development and Construction
Company, free of liens, claims and encumbrances. The property is
owned by Debtor Texas Aluminum Industries Inc.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP in Houston,
Texas, tells the Court the Sales Contract requires a closing no
later than June 13, 2002.

Prior to the Petition Date, Texas Aluminum Industries Inc.
entered into a Broker Agreement with Ian Russell Company to
market the property.  Ian Russell subsequently engaged Marc
Drumwright at Southwest Realty Advisors, in Houston, Texas to
assist in the marketing of the property.  Mr. Clement relates
that:

a. A sign was placed on the property stating that it was for
    sale.

b. Other brokers and potential industrial users were contacted
    via the internet and mail.

c. The 2900 Patio Property was listed with databases and trade
    publications including Loopnet, Houston Business Journal and
    The Red News.

d. The Broker showed the property to at least 12 potential
    buyers.

A Commercial Contract of Sale was executed effective April 19,
2002, by Texas Aluminum Industries, Inc. as seller and by Clay
Development and Construction Co. as buyer.  In summary, the
terms of the contract include:

A. Property to be purchased: The 2900 Patio Property includes
    approximately 3.6819 acres of real property owned by debtor
    company Texas Aluminum Industries, Inc. located at 2900
    Patio Drive, Houston, Harris County, Texas.

B. Proposed Buyer: Clay Development and Construction Co.

C. Purchase Price: $1,100,000 in cash at closing.

D. Broker Commissions: The broker's commission is 6% of the
    first $500,000 of the Purchase Price and 3% of the balance
    of the Purchase Price, to be divided equally between
    Principal Broker and Cooperating Broker. This fee will be
    earned upon final closing of the contract and will be paid
    at closing.  Normal commission is six percent.

Mr. Clement submits that since the Bank Group holds a lien on
all of the Debtors' real estate, when the property is sold, the
proceeds of the sale of the assets shall be distributed by
Debtors in accordance with the provisions of the DIP Loan
Agreement and the Final DIP Order on file with the Court.  The
proposed sale is warranted because the sooner the property is
sold, the sooner the Debtors will be relieved of operational
expenses including taxes, insurance, and maintenance costs,
which are substantial.  The purchase price, meanwhile, is
reasonable given the downturn in the metals industry.

Mr. Clement also assures the Court that no potential purchaser
has been preferred or received any special treatment in
marketing the property and that the terms of the sales contract
with Clay have been negotiated at arms' length. (Metals USA
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NII HOLDINGS: Brings-In Bingham Dana as Special Counsel
-------------------------------------------------------
NII Holdings, Inc. requests Court permission to bring-in Bingham
Dana LLP as special counsel to provide strategic advice and
assistance with respect to general bankruptcy and international
contingency planning matters.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that Bingham Dana is well suited for the type of
representation. Bingham Dana has more than 500 lawyers in seven
offices throughout the United States and in London and
Singapore.  The Debtors note that Bingham Dana has substantial
experience in foreign and cross-border insolvency proceedings.

Particularly, Bingham Dana will assist the Debtors and their
affiliates in various foreign fora, for example:

     i) where needed, preparing on behalf of the Debtors all
        necessary and appropriate applications, motions, draft
        orders, other pleadings, notices, responses, schedules
        and other documents and reviewing all financial and
        other reports to be filed in these chapter 11 cases and
        in any related foreign countries or foreign proceedings;

    ii) advising the Debtors concerning, and preparing responses
        to, applications, motions, other pleadings, notices and
        other papers that may be filed and served in these cases
        in connection with foreign proceedings;

   iii) counseling the Debtors in connection with the
        formulation, negotiation and promulgation of a plan or
        plans of reorganization and any substantially similar
        schemes, compromises or plans which the Debtors may seek
        to propose in foreign insolvency proceedings;

    iv) advising the Debtors of the international aspects of
        their rights, powers and duties as debtors and debtors-
        in-possession continuing to operate and manage their
        businesses and properties under chapter 11 of the
        Bankruptcy Code while simultaneously continuing to
        operate in various foreign countries;

     v) performing all other necessary or appropriate legal
        services in connection with these chapter 11 cases for
        or on behalf of the Debtors consistent with the role of      
        special counsel.

The Debtors agree to pay Bingham Dana on an hourly basis and
reimburse actual and necessary expenses incurred.  Bingham Dana
does not disclose its hourly rates to the Court.  

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: Bertelsmann to Acquire Assets Under Financial Workout
--------------------------------------------------------------
Napster, Inc. and Bertelsmann AG announced an agreement under
which Napster will move forward with Konrad Hilbers as Chief
Executive Officer and Shawn Fanning as Chief Technology Officer,
with Bertelsmann purchasing the company's assets.

Under the terms of the agreement, Bertelsmann will make
available $8 million toward the payment of Napster's creditors.
Tuesday's Delaware Chancery court action, affirming the
authority of Napster's Board, paved the way for this agreement.

"We are very pleased to have reached an agreement with Napster's
Board of Directors," said Joel Klein, Chairman and CEO of
Bertelsmann, Inc.

Klein continued, "We're happy to see Napster move forward with
Konrad Hilbers at the helm. We are very committed to providing
artists the best possible distribution opportunities for their
work, and to providing consumers more choice and control.
Creating new ways of doing business is never easy, but Napster
will be at the forefront of finding business models that respect
copyright, reward artists, and deliver entertainment value to
consumers. Peer to peer is a transforming technology and we're
proud to have Shawn Fanning continue to work on its
development."

"Bertelsmann has had great foresight and vision to recognize the
value of the online music community that formed around Napster,
and they are the right company to help Napster move into the
future," said Napster Board Member Hank Barry. "The strength of
the idea of Napster has carried the company through many
troubled waters and will ultimately lead to its success."

"I have believed from the start that this deal was a valid and
beneficial deal for Napster, the best direction for the company
under the current circumstances. While this has been a very
unusual week, I'm pleased that I and my colleagues can move
forward and give our full attention to Napster's future," said
Konrad Hilbers, CEO. In addition to resuming his duties as CEO,
Hilbers will also chair Napster's board of directors.

"Bertelsmann understood our vision when they first invested in
us. They still believe in that vision," said Shawn Fanning. "I'm
ready to work with the many talented people at Napster to
complete the new service and get it off the ground."

Other executives who will rejoin the management team include
Jonathan Schwartz, General Counsel, Claire Hough, VP of
Engineering, David Phillips, VP of Napster Services and Product
Management and Oliver Schusser, VP of Marketing. Continuing with
the company will be Manus Cooney, VP of Corporate and Policy
Development and Lyn Jensen, CFO.

Napster is the company that pioneered person-to-person file
sharing and created one of the most frequently downloaded
software applications in the history of the Internet. Napster
provides music enthusiasts with an easy-to-use, high quality
service for discovering new music and communicating their
interests with other members of the Napster community. The
service enables users to locate and share music files, send
instant messages to other users, and create Hot List bookmarks.
In October 2000, Napster partnered with Bertelsmann AG to
develop and membership-based service. Edel Music and TVT Records
joined the alliance in January 2001. In June 2001, Napster
became a MusicNet partner and signed a landmark distribution
deal with the Association of Independent Music (AIM) and the
Independent Music Companies Association (IMPALA), two
organizations that represent hundreds of European independent
record labels.


NATIONAL STEEL: Court Okays Lazard Freres as Investment Bankers
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates obtained
Court's approval to employ and retain Lazard Freres as their
investment bankers, effective as of the Petition Date.

Lazard Freres has provided and will provide services for the
Debtors such as:

  (a) assisting the Debtors in negotiating with the agent banks
      and other members of the Debtors' bank credit facility
      with respect to various matters;

  (b) acting on the Debtors' behalf in arranging the proposed
      debtor-in-possession financing;

  (c) assisting in developing the communications strategy for
      employees, vendors and customers;

  (d) advising management and the board of directors with
      respect to various financial matters;

  (e) meeting with the lenders and their advisors in connection
      with the restructuring process;

  (f) assisting the Debtors and their consultants and counsel in
      evaluating its businesses, assets and operations;

  (g) assisting the Debtors in developing a proposed employee
      retention and severance program; and

  (h) advising and attending meetings of National Steel's Board
      of Directors and its committees.

Furthermore, additional services expected of Lazard Freres are:

  (a) a review and analysis of the Debtors' business, operations
      and financial projections;

  (b) advising and assisting the Debtors in securing Debtor-in-
      possession financing, if required;

  (c) evaluating the Debtors' debt capacity in light of its
      projected cash flows;

  (d) assisting in the determination of an appropriate capital
      structure for the Debtors; determining a range of values
      for the Debtors on a going-concern basis;

  (e) advising the Debtors on tactics and strategies for
      negotiating with the Stakeholders and other appropriate
      parties;

  (f) rendering financial advice to the Debtors and
      participating in meetings or negotiations with the
      Stakeholders and other appropriate parties in connection
      with the Debtors' restructuring;

  (g) assisting the Debtors in preparing documentation required
      in connection with the Debtors' restructuring;

  (h) advising and attending meetings of the Debtors' Board of
      Directors and its committees;

  (i) providing testimony, as necessary, in any proceeding
      before the Bankruptcy Court; and

  (j) providing the Debtors with other appropriate general
      restructuring advice.

Lazard Freres will bill $200,000 per month and request
reimbursement for its actual and necessary expenses.  In
addition, the firm will also receive a cash fee equal to
$6,000,000 upon the completion of a Restructuring. (National
Steel Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONSRENT: Panel Sues Ex-CEO to Recoup Preferential Transfers
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, on behalf of
NationsRent Inc. and its debtor-affiliates, presents the Court
with its adversary proceeding versus NationsRent's Ex-CEO, James
L. Kirk.  The Committee seeks to recover numerous prepetition
payments made to, or for the benefit of Mr. Kirk, which the
Committee believes to be fraudulent or preferential transfers.  
These disputed prepetition payments include:

A. a pre-petition payment of $2,000,000 as Severance Payments
   made to Mr. Kirk on the eve of the Debtors' bankruptcy
   petition, pursuant to an Executive Transition Agreement;

B. a pre-petition payment of an unspecified amount made pursuant
   to the Agreement as Defense Retainer to Mr. Kirk's attorney
   as a pre-payment of the Defendant's expenses incurred on
   defense of the Agreement; and,

C. the post-petition draw by Mr. Kirk on the letter of credit.

The Committee wants Mr. Kirk to:

A. return all payments made to him pursuant to the Executive
   Transition Agreement;

B. return all amounts paid on Kirk's behalf to third parties
   pursuant to the Agreement;

C. pay restitution to the extent he has been unjustly enriched
   by the Debtors' payments to him and his agents; and

D. pay interest, attorneys' fees, costs, and expenses.

Neil B. Glassman, Esq., at The Bayard Firm in Wilmington,
Delaware, informs the Court that Mr. Kirk received the
$2,000,000 payment in exchange for his resignation when he could
have been, and should have been, terminated for cause.  That
$2,000,000 is grossly in excess of any value provided to the
Debtors in connection with Mr. Kirk's resignation, the Committee
complains.  Mr. Kirk had already unjustly enriched himself with
the amount and will be further unjustly enriched to the extent
he benefits from the unspecified defense retainer provided by
the Debtors. Meanwhile, the Debtors received no value for the
payment of the Unspecified Defense Retainer and, in fact, are
now in the position of paying the legal expenses for both sides
of this action.

Mr. Glassman notes that Mr. Kirk is an insider as defined in
Section 101(31) of the Bankruptcy Code.  He was chairman of the
Board and CEO of NationsRent at the time of the challenged
transfers.  To the extent the Debtors owed Mr. Kirk any money
prior to December 14, 2001, any payment to Kirk on account of
that purported debt is avoidable as a preferential transfer.  
The payments were preferential transfers that enabled Mr. Kirk
to receive more than he would receive if that transfers had not
been made and if the case were in Chapter 7.

Mr. Kirk was a co-founder of NationsRent and began his tenure as
Chairman of the Board in August 1997.  He served as president
from April 1998 until October 1998, and served as chief
executive officer of NationsRent and various related entities
from August 1998 until he resigned in February 2002.  The
Committee contends that Mr. Kirk worked as an employee of the
Debtors without an employment contract, and therefore, was an
at-will employee. (NationsRent Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NETWORK ACCESS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Network Access Solutions Corporation
             13650 Dulles Technology Drive
             Herndon, Virginia 20147

Bankruptcy Case No.: 02-11611

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
NASOP, Inc.                                02-11612

Type of Business: The Debtor provides broadband network
                  solutions and internet service to business
                  customers. The company provides their data
                  communications services using a variety of
                  high-speed access methods and market those
                  services directly through their own sales
                  force and through wholesale partners.

Chapter 11 Petition Date: June 4, 2002

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Bradford J. Sandler, Esq.
                  Adelman Lavine Gold and Levin, PC
                  1100 N. Market Street
                  Suite 1100
                  Wilmington, Delaware 19801
                  302-654-8200
                  Fax : 215-568-7515

Total Assets: $58,221,000

Total Debts: $84,946,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
SBC Telecom, Inc.                                  $15,744,995
General Counsel
5800 Northwest Parkway,
Suite 125
San Antonio, Texas 78249

Verizon                                            $10,798,512
Attn: Jeannine Kirkman
125 High Street, Room 665
Boston, Massachusetts 02110

QWest                                               $4,557,306
Attn: Tamara Sutherland
250 Bell Plaza, Room 609
Salt Lake City, Utah  84111

Lucent Technologies                                 $3,085,836
Attn: Accounts Receivable
PO Box 200955
Dallas, Texas 75320-0955

Metasolv                                              $725,413
Glenn Etherington
5560 Tenyson Parkway
Plano, Texas 75024

SNet                                                  $716,518
PO Box 1861
New Haven, CT 06508-0901

MCI Worldcom Communications                           $584,880
Attn: Adam Metzler
6929 Lakewood  Avenue MD 1.2-108E
Tulsa, OK 74117

Solunet, Inc.                                         $464,429
Attn: Alicia Allen
1571 Robert J. Cohigh Blvd.,
Suite 300
Palm Bay, Florida 32905

Turnstone, Inc.                                       $448,277
2220 Central Expressway
Santa Clara, California 95050-2516

Ardent Communications                                 $294,695
Attn: Brian Joseph
6861 Elm Street, Suite 300
McLean, VA 22101

Intermedia Communication                              $183,900

Volocom                                               $179,691

Level 3 Communications LLC                            $144,740

SBC Asset Management, Inc.                            $141,733

Verizon Northwest, Inc.                               $140,607

Clarify, Inc.                                         $133,948

Shaw Pittman                                          $122,297

Comstor                                                $97,077

Southwestern Bell Internet System                      $96,280

Verizon Logistics                                      $80,929

     
NORTEL NETWORKS: Commences Two Concurrent Public Offerings
----------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT.) commenced two
concurrent public offerings consisting of equity units and 150
million common shares. The net proceeds of the offerings to
Nortel Networks are expected to be approximately US$800 million
(before taking into account the underwriters' over-allotment
options), and will be used by Nortel Networks for general
corporate purposes, or otherwise advanced to or invested in its
subsidiaries to be used for general corporate purposes. The
closings of the two offerings will be set after pricing and are
not conditioned on each other.

In the United States and Canada, the securities will be offered
pursuant to preliminary prospectus supplements and accompanying
prospectuses related to shelf registration filings made with the
United States Securities and Exchange Commission and the
Canadian securities authorities.

Credit Suisse First Boston, JP Morgan and Salomon Smith Barney
are joint book-running managers of the equity unit offering.
Credit Suisse First Boston and RBC Capital Markets are joint
book-running managers of the common share offering.

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

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


PLASTIC SURGERY: Selling All Assets to American Healthcare
----------------------------------------------------------
The Plastic Surgery Company -- http://www.tpsc.com-- which owns  
and/or operates the only national chain of cosmetic surgery and
cosmetic laser centers, has entered into a Letter of Intent with
American Healthcare Services to sell substantially all of the
assets of The Plastic Surgery Company and its subsidiary's
assets.  The LOI sets the terms and conditions for a bidding
procedure to be conducted at 10:00 a.m. PDT on Friday, July
12th.  The auction will be conducted at Courtroom 202, U.S.
Bankruptcy Court, 1415 State Street, Santa Barbara, CA, 93101.  
For further details contact Adam Romo, 805-879-1749 or view
documents on our Web site: http://www.tpsc.com


POINT WEST CAPITAL: Ability to Continue Ops. Highly Questionable
----------------------------------------------------------------
Point West Capital Corporation is a specialty financial services
company with historic operations in four business segments: (i)
loans to funeral homes and cemeteries through Allegiance
Capital, LLC, Allegiance Funding I, LLC, Allegiance Capital
Trust I and Allegiance Management Corp., (ii) viatical
settlements through Dignity Partners Funding Corp. I, (iii)
small business loans and investments through Point West Venture
Management, LLC and Point West Ventures, L.P. and (iv) other
activities through Point West Capital and Point West Securities,
LLC. References herein to Allegiance include Allegiance Capital,
Allegiance Funding, Allegiance Trust I and Allegiance
Management. References herein to Ventures include Point West
Management and Point West Ventures.

The principal business activity of the Company through February
1997 was to provide viatical settlements for terminally ill
persons. Point West Capital continues to service the life
insurance policies held by DPFC. However, the Securitized Notes
issued by DPFC are currently in default.  During 1997, the
Company expanded its financial services business through the
operations of Ventures and Allegiance. During 1998, the Company
formed PWS, a broker-dealer licensed by the National Association
of Securities Dealers, Inc. The operations of PWS have not been
material to the Company. The Company has entered into an
agreement to sell PWS. The agreement would provide Point West
Capital with net proceeds of approximately $20,000. The Company
expects the sale to close in the second quarter of 2002.

The activities of Allegiance and Ventures changed substantially
beginning in late 2000. The Company has engaged in only limited
operations since the second half of 2000, and has limited
prospects to expand its business activities or to continue in
existence. In addition, the Allegiance Financing is currently in
default.

The Company's consolidated financial statements have been
prepared on a going concern basis of accounting, however, the
Company's recurring losses from operations and net capital
deficiency raise substantial doubt about its ability to continue
as a going concern.

The Company's total revenues amounted to $941,000 during the
three months ended March 31, 2002 compared to negative $2.3
million during the same period in 2001. Total revenues increased
primarily because the Company reported a $3.4 million loss on
securities for the three months ended March 31, 2001, compared
to a $5,600 gain on securities for the three months ended March
31, 2002.  Offsetting the increase in total revenues for the
three months ended March 31, 2002 compared to the three months
ended March 31, 2001 was a $165,000 decline in interest income
primarily related to Allegiance.

Net loss for the three months ended March 31, 2002 and 2001
respectively was $323,225 and $4,078,680.

In November 2001, Bradley N. Rotter took a leave of absence and
in March 2002 ceased to be employed by the Company. He remains a
director and Chairman of the Board. In April 2002, Alan B.
Perper took a leave of absence and in May 2002 ceased to be
employed by the Company. He also remains a director of the
Board. As a result a default has occurred under the Securitized
Notes. If the Noteholders declare an event of default, Point
West Capital could be terminated as servicer and the Noteholders
could foreclose on the collateral. If Point West Capital is
terminated as servicer, or the Noteholders do not extend
servicing beyond June 30, 2002, Point West Capital's ability to
continue future operations is highly questionable. Point West
Capital and the Noteholders have been in discussions regarding
this matter and extending the servicing beyond June 30, 2002. No
assurance, however, can be given that servicing will be extended
or that the Noteholders will not declare an event of default
prior to June 30, 2002.


PSINET: Goldin Wants Bar Date for Intercompany Claims Extended
--------------------------------------------------------------
Harrison J. Goldin, Chapter 11 Trustee for PSINet Consulting
Solutions Holdings, Inc. and PSINet Consulting Solutions
Knowledge Services, Inc. is investigating the nature and extent
of Holdings' claims against PSINet.

The previously extended Bar Date for filing the Intercompany
Claim is June 5, 2002. The Trustee asks the Court to authorize,
pursuant to Fed. R. Bankr. P. 3003(3) and 9006(b), an extension
of this Bar Date through and including August 5, 2002.

The Trustee tells the Court that his investigation of the nature
and extent of the claim has been delayed because PSINet and its
counsel had refused to turn over to the Trustee documents and
information to allow the Trustee to complete his investigation.
In response to repeated requests for assistance and information
leading up to a February 3, 2002 face-to-face meeting, PSINet's
counsel, Wilmer Cutler & Pickering, claimed that it and co-
counsel, Nixon Peabody L.L.P. were hopelessly conflicted and
thus unable to respond to the Trustee's requests.

Moreover, it is the Trustee's understanding, based on
conferences between counsel, that PSINet's document production
is ongoing, is not yet complete, and that additional documents
are forthcoming from PSINet, Wilmer Cutler & Pickering, Nixon
Peabody, and PricewaterhouseCoopers.

Nevertheless, the Trustee notes that PSINet has admitted in
certain documentation previously provided to the Trustee that
such claims exist.

The Trustee tells the Court that, pursuant to the Court's 2004
Order given on March 26, 2002,

-- PSINet produced on or about April 7, 2002, 157 boxes of
   Holdings' own documents that had been in storage since PSINet
   wound down Holdings' operations;

-- on April 29 and 30, 2002, the Trustee and his counsel
   conducted certain interviews of PSINet's officers and PSINet
   and Holdings' jointly-retained counsel concerning operational
   and administrative issues affecting Holdings;

-- on or about May 4, 2002, PSINet made available for inspection
   certain documents, which it had previously produced,
   concerning a securities litigation. These documents provided
   mostly background information on PSINet's merger with
   Holdings and were, for the most part, not directly responsive
   to the Trustee's 2004 Motion nor to the letter dated April
   24, 2002 from the Trustee's counsel to Paul, Weiss, Rifkind,
   Wharton & Garrison prioritizing the Trustee's document
   requests.

-- During the week of May 13, 2002, PSINet also produced
   approximately 11 boxes of Holdings' own documents.

-- On May 20, 2002, PSINet turned over an additional 27 boxes of
   Holdings' own documents relating to prepetition asset and
   stock dispositions.

-- On or about May 8, 2002, Wilmer Cutler & Pickering produced 2
   boxes of Holdings' own pleadings.

The Trustee believes that, other than receiving Holdings' own
pleadings and general background information concerning PSINet's
acquisition of Holdings, which had previously been produced in
the securities litigation, the Trustee has not received
sufficient documents to determine the extent of Holdings' claims
against PSINet.

In particular, the Trustee has not been able to examine in
detail Holdings and/or PSINet's books and records, including the
general ledger and the companies' complete journal or the
records of Holdings' former attorneys and accountants to
determine the full extent of claims Holdings may have against
PSINet.

Furthermore, the Trustee has not had the benefit of reviewing
any investigation which may have been performed by Holdings'
former counsel into potential claims against PSINet. The Trustee
believes that such claims may, in part, be set forth in the
notice of circumstances filed by Nixon Peabody L.L.P with
Holdings' insurance carrier. The Trustee also tells the Court
that no privilege log has been filed as agreed by the parties at
the April 22, 2002 status conference with the Court.

Accordingly, until the Trustee has received the benefit of the
documents that this Court ordered produced in the 2004 Order,
the Trustee should not be forced to file a proof of claim
prematurely. For the reasons stated above, and pursuant to Fed.
R. Bankr. P. 3003(3) and 9006(b), the Trustee hereby requests an
additional sixty (60) days to file its proof of claim through
and including August 5, 2002,

The Trustee represents that, until he has received the benefit
of the documents that this Court ordered produced in the 2004
Order, the Trustee should not be forced to file a proof of claim
prematurely.

Therefore, the Trustee believes that there is sufficient cause
for the Court to grant a further extension of time for the
Trustee to file a proof of claim through and including August 5,
2002. (PSINet Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


R&S TRUCK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: R&S Truck Body Company, Inc.
        8555 South U.S. Highway #23
        Ivel, Kentucky 41642

Bankruptcy Case No.: 02-12722

Type of Business: R&S is a wholly-owned subsidiary of Barclay
                  Investments, Inc., which is a wholly owned
                  subsidiary of Standard Automotive
                  Corporation, both of which filed for Chapter
                  11 relief on March 19, 2002. R&S, located in
                  Ivel, Kentucky, designs, manufactures and
                  sells customized, high end, steel and
                  aluminum dump truck bodies, platform bodies,
                  custom large dump trailers, specialized
                  truck suspension systems and related products
                  and parts. R&S recently introduced several
                  new products to the market, including the
                  aluminum platform trailer and the aluminum
                  elliptical body.

Chapter 11 Petition Date: June 3, 2002

Court: Southern District of New York (Manhattan)

Debtors' Counsel: J. Andrew Rahl Jr., Esq.
                  Anderson Kill & Olick, P.C.
                  179 East 70th Street
                  New York, NY 10021
                  (212) 278-1469
                  Fax : (212) 278-1733

Total Assets: $27,093,513

Total Debts: $6,999,464

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
National Labor Relation    Wage Claim                 $600,000
Board
c/o Aileen Armstrong
1099 14th Street NW
Washington, DC 20570
(202) 273-2960

Badgerland Truck Repair,   Trade Debt                 $570,000
Inc.
123-a Oakridge Drive
North Prarie, WI 53153
(262) 392-3003

Samuel Specialty Metals    Trade Debt                 $142,422

Consolidated Metals        Trade Debt                  $49,479

Dana Corp.                 Trade Debt                  $43,173

Midwest Materials Inc.     Trade Debt                  $20,723

Custom Hoists Inc.         Trade Debt                  $41,423

Dupont Company             Trade Debt                  $31,446

Valley Welding Supply Co.  Trade Debt                  $26,865

Goodyear Tire & Rubber     Trade Debt                  $26,014

Unisured Steel             Trade Debt                  $18,000

Parker Hannafin            Trade Debt                  $18,149

Component Technologies     Trade Debt                  $16,081

Buyers Products            Trade Debt                  $15,178

Industrial Rubber Products Trade Debt                  $14,892

Sealco Air Controls        Trade Debt                  $10,681

Action Petroleum Inc.      Trade Debt                  $10,338

Truck Lite Co.             Trade Debt                   $9,581

Stahl Metal Products       Trade Debt                   $9,272

Ryerson Tull Inc.          Trade Debt                   $9,085


REPUBLIC TECH: KPS Threatens to Walk Away from $450 Million Bid
---------------------------------------------------------------
KPS Special Situations Fund is threatening to walk away from its
$450 million bid to purchase 60 percent of bankrupt Republic
Technologies International LLC unless it's granted lead bidder
status, according to The Daily Deal.  Yesterday sources said the
New York-based fund wants an emergency meeting with Judge
Marilyn Shea-Stonum of the U.S. Bankruptcy Court for the
Northern District of Ohio.  According to the Deal, if KPS does
walk away, it could be entitled to a $4 million breakup fee.  
That could lead to rumblings that what KPS is really after is
the recovery of an estimated $1 million it spent during months
of negotiations with Republic and the United Steel Workers of
America, reported the Deal. (ABI World, May 31, 2002)


RICA FOODS: Working Capital Deficit Reaches $11M at Mar. 3, 2002
----------------------------------------------------------------
Rica Foods, Inc.'s operations are primarily conducted through
its 100% owned subsidiaries: Corporacion Pipasa, S.A. and
Subsidiaries and Corporacion As de Oros, S.A. and Subsidiaries.
The Company, through its subsidiaries, is the largest poultry
company in Costa Rica. As de Oros also owns and operates a chain
of quick service restaurants in Costa Rica called "Restaurantes
As de Oros."

For the six months ended March 31, 2002 the Company generated
$2,249,547 of net income available to stockholders, compared to
net income available to stockholders of $1,031,505 for the six
months ended March 31, 2001.

Broiler sales decreased by 2.11%, mainly due to a volume
decrease of 5.73%, due mainly to the Easter holiday at the end
of the second fiscal quarter of 2002. The profit margin for the
Broiler segment increased from 24.08% to 26.57%, due to
production process efficiencies.

Animal feed sales increased by 1.66% primarily as a result of
variations in the sales mix to more profitable products and
lines despite a 2.95% volume decrease, which also resulted in a
profit margin increase from 11.72% to 14.71%.

Sales of the by-products segment increased by 9.97%, mostly due
to an increase in volume of 6.16% and sales price increase.
Also, the increased number of sales outlets have contributed to
volume increase. Segment profit margin increased from 15.80% to
16.65% due to price increase and change in product mix.

Sales for the exports segment increased by 49.08%, due in large
part to increased volume and new customers. Segment profit
margin increased from 3.56% to 9.83%, due to changes in the
sales mix to more profitable products.

Sales for the quick service segment decreased by 14.91%, as a
result of increased market competition. Segment profit margin
increased from 6.70% to 8.76%, due to operating efficiencies.

Sales for the other products segment, decreased by 2.47%,
because of a decrease in selling prices of commercial eggs
resulting from excess supply of this product in the market,
which also resulted in a decrease in the segment profit margin
from 15.62% to 2.12%.

Stated in millions the Company's income before provision for
income taxes for the six months ended March 31, 2002 and 2001
was $3.08 and $1.26, respectively.

As of March 31, 2002, the Company had $3.62 million in cash and
cash equivalents. The working capital deficit was $11.45 million
and $10.34 million as of March 31, 2002 and September 30, 2001,
respectively. The current ratios were 0.76 as of March 31, 2002
and September 30, 2001. Management expects to continue to
finance operations and capital expenditures with cash generated
by operations, vendor lines of credit, bank lines of credit and
existing long-term notes, through its normal operating
activities and external sources. Management also expects that
there will be sufficient resources available to meet the
Company's cash requirements through the rest of fiscal year
2002.


SEITEL INC: Waiver of Covenant Non-Compliance Expires
-----------------------------------------------------
Seitel, Inc. (NYSE: SEI; Toronto: OSL) announced that the
previously announced obtained waiver of events of default
resulting from covenant non-compliance under its Senior Note
Agreements has expired.  The Company and the Senior Note Holders
are actively continuing discussions regarding a waiver of these
compliance failures, as well as amendments to the Senior Note
Agreements sufficient to ensure future compliance.  As
previously reported, the Company is not in compliance with the
following covenants under its Senior Note Agreements: For the
1995, 1999 and 2001 series, the interest coverage ratio, and for
the 1999 series, the maximum restricted investments and
restricted payments thresholds.  There is currently $255 million
in principal outstanding under the Senior Note Agreements.  
While the Company is hopeful of obtaining a waiver and reaching
an agreement to amend its Senior Note Agreements, there can be
no assurance that either of these events will occur.

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


SPIEGEL: Intends to File Form 10-K After Inking Workout Pact
------------------------------------------------------------
The Spiegel Group announced that a Nasdaq Listing Qualifications
Panel made a determination on May 31, 2002, to delist the
company's Class A common stock on the Nasdaq National Market
System effective with the open of business on June 3, 2002,
based on the company's filing delinquencies and other public
interest concerns.

The company stated that it intends to and is prepared to file
its Form 10-K for the 2001 fiscal year and its first quarter
2002 Form 10-Q upon reaching an agreement with its bank group to
restructure its existing credit facilities.  Jim Cannataro,
executive vice president and chief financial officer for The
Spiegel Group stated, "Our discussions are far advanced, the
lead banks and the overwhelming majority of the bank group are
in favor of the proposed agreement."  The company believes that
by having the new credit facilities in place prior to filing its
financial statements for the 2001 fiscal year, it will receive
an unqualified audit opinion from its outside auditor.

The company also stated that its majority shareholder has agreed
with the bank group to provide important financial support to
the company, and that the company has adequate liquidity to
support its day-to-day operations, including making payments to
all vendors in a timely manner.

Management of the company said that it will make every effort to
seek arrangements to create a liquid market in the stock.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, nearly 580 specialty retail and outlet stores
and e-commerce sites, including eddiebauer.com, newport-news.com
and spiegel.com.  The Spiegel Group's businesses include Eddie
Bauer, Newport News, Spiegel Catalog and First Consumers
National Bank.  Investor relations information is available on
The Spiegel Group Web site http://www.thespiegelgroup.com


STANDARD AUTOMOTIVE: Two Units File Chapter 11 to Sell Assets
-------------------------------------------------------------
Standard Automotive Corporation announced that it has entered
into a sale agreement with U.S. Traffic Corporation for the
purchase of its Truck Body/Trailer Division, which consists of
CPS Trailer Co., R&S Truck Body Company, Inc., Ajax East and
Ajax West. To facilitate the sale, CPS Trailer Co. and R&S Truck
Body Company, Inc. have filed voluntary petitions to reorganize
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York. Standard
Automotive previously filed for protection under Chapter 11 on
March 19, 2002 in order to commence a restructuring process to
allow prospective buyers to evaluate its operations while
business activities continued without interruption.

Under the terms of the sale agreement, Southern California-based
U.S. Traffic Corporation will buy substantially all of the
assets of the Truck Body/Trailer Division for the aggregate
purchase price of $13.25 million, subject to higher and better
offers.

John E. Elliott, II, Standard Automotive's chairman and chief
restructuring officer said, "We are very pleased that the sale
of the Truck Body/Trailer Division is well on its way. This sale
represents a major step in accomplishing our restructuring
goals. We have made continued progress toward maximizing the
recovery to our creditors while ensuring the ongoing future of
the various operating companies and their valued employees."

Through "first day" motions, CPS and R&S will request that the
Court authorize certain actions, including, continuing wages and
benefits to employees without interruption, and permitting CPS
and R&S to continue honoring all warranty programs.

"Daily operations at the Company's Truck Body/Trailer Division
and the other Standard Automotive subsidiaries will continue
without interruption throughout the sale process. We anticipate
the continued support of our vendors to meet the product needs
of all our customers," Mr. Elliott added.

He also noted that Legg Mason Wood Walker, Inc., the Company's
investment advisor, is still in the process of identifying a
potential buyer or buyers for Airborne Gear & Machine Ltd.,
Arell Machining Ltd. and Ranor, Inc.

The Company also recognized that customers, vendors and
employees' loyalty has been critical to the ability of the
operating subsidiaries, including R&S and CPS, to continue
delivering high-quality products during the restructuring.

Standard Automotive is a diversified company with production
facilities located throughout the United States, Canada and
Mexico. Standard Automotive manufactures precision products for
aerospace, nuclear, industrial and defense markets, and it
builds a broad line of specialized dump truck bodies, dump
trailers, and related products.


STARBAND COMMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: StarBand Communications Inc.
        17600 Old Meadow Road
        McLean, Virginia 22102
        fka Gilat-to-Home

Bankruptcy Case No.: 02-11572

Type of Business: The Debtor currently provides two-way,
                  always-on, high-speed Internet access via
                  satellite to residential and small office
                  customers nationwide.

Chapter 11 Petition Date: May 31, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Thomas G. Macauley, Esq.
                  Zuckerman and Spaeder LLP
                  1201 Orange Street
                  Suite 650
                  Wilmington, Delaware 19899
                  302-427-0400
                  Fax : 302-427-8242

Total Assets: $58,072,000

Total Debts: $229,537,000

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Bank Leumi                 Projected Deficiency    $68,594,458
Frederic Ragucci           on bank loan
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
Phone: 212-756-2000
Fax: 212-593-5955

IBD                       Projected Deficiency     $22,240,680   
Frederic Ragucci          on bank loan
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
Phone: 212-756-2000
Fax: 212-593-5955

FIBI                      Projected Deficiency     $22,227,265   
Frederic Ragucci          on bank loan
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
Phone: 212-756-2000
Fax: 212-593-5955

Echostar Satellite Corp.   Trade Debt              $10,357,510    
PO Box 9029
Littleton, Colorado 80160
Charles Ergen
5701 S. Sante Fe Dr.
Littleton, Colorado 80120
Phone: 303-723-1010
Fax: 303-723-1099

Channel Master             Trade Debt               $5,228,510
Linda Keen
1315 Industrial Park Drive
Smithfield, NC 27577
Phone: 919-989-1618
Fax: 919-989-2200

Georgia Dep't. of Revenue  Trade Debt             Unliquidated  
Century Center Bldg.,
Compliance Division
1800 Century Center Blvd.,
NE, Suite 18300
Atlanta, Georgia 30345

Loral Skynet               Trade Debt                 $561,955    
500 Hills Drive
PO Box 7018
Bedminster, NJ 07921

AT&T                       Trade Debt                 $132,443

The Sutherland Group, Ltd. Trade Debt                 $110,497

Click Software, Inc.       Trade Debt                 $100,000

Sap America Inc.           Trade Debt                  $98,536

Digivision Satellite       Trade Debt                  $87,693
Services

Accenture LLP              Trade Debt                  $82,377

Siebel Systems             Trade Debt                  $74,475

Network Associates         Trade Debt                  $73,748

Bowne of New York          Trade Debt                  $65,937

Schneider Logistis         Trade Debt                  $63,885

Morgan Stanley & Co. Inc.  Trade Debt                  $51,527

Merit Construction         Trade Debt                  $51,280

Origin One                 Trade Debt                  $47,675  


STARBAND: Gilat Satellite Commits $2.8 Million DIP Financing
------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide
leader in satellite networking technology, announced that
StarBand, America's leading consumer high-speed, two-way
satellite Internet provider, filed a petition for Chapter 11
reorganization with the U.S. Bankruptcy Court in Delaware.

As part of the reorganization, Gilat stated that it has
committed $2.8 million in debtor-in-possession financing.

Gilat stated that StarBand's voluntary Chapter 11 filing is
intended to provide StarBand time to restructure its existing
debt obligations as it seeks to attract new equity investment to
fund its operating and capital requirements. Gilat also stated
that StarBand has applied for immediate court approval of the
DIP financing and that StarBand intends to implement a number of
cost-saving programs during the reorganization.

Gilat said that StarBand's ongoing customer and dealer
operations are up and running.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc. and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal satellite network technology - with nearly 400,000
VSATs shipped worldwide. The Company provides satellite-based,
end-to-end enterprise networking and rural telephony solutions
to customers across six continents, and markets interactive
broadband data services. The Company is a joint venture partner
with SES Global and, upon closing and following regulatory
approval, Alcatel Space and SkyBridge, subsidiaries of Alcatel,
in providing two-way satellite broadband services in Europe.
Skystar Advantage(R), Skystar 360E(TM), DialAw@y IP(TM) and
FaraWay(TM) are trademarks or registered trademarks of Gilat
Satellite Networks Ltd. or its subsidiaries. Visit Gilat at
http://www.gilat.com


STARBAND: Delaware Court Approves 'First Day Motions'
-----------------------------------------------------
The following statement should be attributed to StarBand
Chairman & Chief Executive Officer Zur Feldman:

"[Mon]day the U.S. Bankruptcy Court in Delaware approved
StarBand's emergency motions effectively keeping the company's
high-speed satellite Internet service up and running.

"The approved motions give StarBand immediate access to the $2.8
million debtor-in-possession funding provided by StarBand's
founder and major shareholder, Gilat Satellite Networks.

"We were also encouraged that our bank consortium, who provided
the original debt financing to StarBand, supported our actions
[Mon]day.

"The approved motions include commitments to continue payments
to employees for salaries and benefits and to critical vendors
who provide products and services that ensure StarBand's ongoing
operations.

"The StarBand network is up and running. [Mon]day's ruling
enables StarBand to continue our plan to secure additional
funding that will help the company grow our customer base, and
emerge from Chapter 11 stronger and financially healthy."


TECSTAR INC: Seeking Court's Nod to Sign-Up Environmental Data
--------------------------------------------------------------
Don Julian, Inc., formerly known as Tecstar, Inc., and its
debtor-affiliate seek approval from the U.S. Bankruptcy Court
for the District of Delaware to retain Environmental Data
Management as their environmental consultant for the purpose
readying the Debtors' real property for ultimate sale.  Mr.
Rashmin Pathak , the president of Environmental Data, is the
consultant who will render services to the Debtors.

In particular, the Debtors need Environmental Data to assist
them in the partial closure of the Property, which includes, the
preparation of a Closure Plan and Final Closure Report in
accordance to the California Code of Regulations. Additionally,
Environmental Data will survey the property to identify any
environmental concerns which the Debtors will need to address
prior to closure and sale of the property.

The Debtors propose, of which the U.S. Trustee agrees, to
compensate Environmental Data as an ordinary course professional
on a monthly basis as invoiced, without the necessity of filing
monthly applications for compensation, so long as Environmental
Data's fees do not exceed $64,000 in total.

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.


TERAFORCE TECHNOLOGY: Extends Credit Facilities Until June 30
-------------------------------------------------------------
TeraForce Technology Corporation (OTCBB:TERA) announced that its
guaranteed bank credit facilities that had been scheduled to
mature on May 31, 2002 have been extended until June 30, 2002.

Herman M. Frietsch, Chairman and CEO of TeraForce commented, "We
have been working to conclude a permanent restructuring of our
debt facilities. While we are making progress, we have not
concluded the process. Therefore, all parties involved have
agreed that the best course of action is to extend the present
agreements to allow more time to put together an arrangement
that meets everyone's interests. Our primary goal is to conclude
a restructuring that will provide TeraForce with a solid capital
structure from which to exploit our opportunities in the defense
electronics business."

Based in Richardson, Texas, TeraForce Technology Corporation
(OTCBB:TERA) designs, develops, produces and sells high-density
embedded computing platforms and digital signal processing
products, primarily for applications in the defense electronics
industry. TeraForce's primary operating unit is DNA Computing
Solutions, Inc., http://www.dnacomputingsolutions.com


US AIRWAYS: Needs to Cut Costs by $1.3B to Qualify for Fed. Loan
----------------------------------------------------------------
US Airways Chief Executive David Siegel brought his proposed
restructuring campaign to the ailing carrier's busiest hub -
Pittsburgh International Airport - on Wednesday, asking workers
for sacrifices in their wages to help the airline avoid
bankruptcy, reported the Associated Press.  AP reported that
Arlington, Virginia-based US Airways, the nation's seventh-
largest carrier, said it needs to cut $1.3 billion in annual
costs to qualify for federal loan guarantees offered to airlines
after September 11.  Siegel said $950 million of that needs to
come from labor costs, while the remaining $350 million will
come from management cuts and supplier concessions, reported the
newswire.  He declined to specify where wage cuts would be
targeted, saying he doesn't want to pit segments of the airline
against one another.  The government has set a June 28 deadline
for airlines to apply for the loan guarantees, but Siegel said
the bill that was passed by the House last week would not help
US Airways because it delays payments until October, reported
AP. (ABI World, May 31, 2002)


USG CORP: PD Committee Urges Court to Reconsider Bar Date Order
---------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants in
USG Corporation's chapter 11 cases asks for Judge Newsome to
reconsider the General Claims Bar Date Order.

Steven M. Yoder, Esq., at the Bayard Firm, relates that the PD
Committee requests an order vacating the Bar Date Order because
it imposes a Bar Date on the PD Claimants before it was
determined whether a Bar Date will be required for PI Claimants.
The PD Committee continues to balk at the Claim Form too.

The PD Committee believes that the Bar Date Order treats the PD
Claimants differently than the PI Claimants. The PD Claimants
claims will be subjected to a rigorous proof of claims process,
while the PI Claimants are "subject to mere conjecture."
Collectively, he asserts, the PI Claimants may attain economic
advantage by the sheer size of the speculated value of their
claims. He contends that there is no justification for this
disparate treatment, and it should not be imposed on the PD
Claimants.

He proposes that the Bar Date Order is also subject to
interlocutory appeal as the PD Proof of Claim Form required by
the Order "impermissibly" exceeds the requirements of applicable
law.  Mr. Yoder states that the form is "overly burdensome,
unduly complex and designed solely to support the Debtors'
stated objections to all PD Claims."  The purpose of Official
Form 10 is to facilitate claim filing, while the PD Proof of
Claim Form will likely have the opposite result, and discourage
PD Claims filing.

                  Anderson Memorial Hospital
                   Requests Reconsideration

Pursuant to Rules 9023 and 9024 of the Federal Rules of
Bankruptcy Procedure, Anderson Memorial Hospital moves the Court
to reconsider the Bar Date Order so that residential homeowners
will be exempted from the January 15, 2003 Bar Date for
Asbestos-Related Property Damage Claims.  Anderson believes this
amendment is necessary because the Court was apparently misled
during the April 30, 2002 Hearing.

Theodore J. Tacconelli, Esq., attorney for Anderson Memorial
Hospital, explains that during the April 30, 2002 Hearing, Brady
Green, Esq., at Morgan, Lewis & Bockius, argued for a six-month
notice period for all building owners, including residential
owners, to file property damage proofs of claim.

Mr. Green represented to the Court that he was aware of only one
homeowner case, a putative class action that had been dismissed
in California in the mid 1990s, and that there had not been
other putative homeowner class actions. Mr. Green then added
that product identification is not "rocket science" in that
"what you do with it [the sample] is you match it to a formula"
that has been available in United States Gypsum Company's
Chicago repository since the late 1980s.

"There are lots and lots of laboratories" that do this kind of
work," he continued.  Later in the hearing, the Court, in
response to Mr. Baena's rebuttal that homeowners need a longer
notice period, pointed out that US Gypsum had represented that
it "only had one claim for residential property damage and it
didn't go anyplace."

Residences are within Anderson's asbestos property damage class
action that the South Carolina court certified against US Gypsum
pre-petition. The products within the class include all
asbestos-containing surfacing material "such as acoustical
plaster, ceiling texture, [and] fireproofing materials. . . ."  
US Gypsum manufactured numerous such products until 1977.

Non-building specific records US Gypsum produced to Anderson, he
continues, reflect that it made 758 shipments of asbestos-
containing surfacing materials to at least 225 locations within
South Carolina. Anderson was, however, unable to connect the
vast bulk of these shipments to specific residences and other
buildings because US Gypsum and the other manufacturers opposed
contacting absent class members prior to certification. Mr.
Green's law firm represented U.S. Gypsum in this class action.

While Anderson's class action was pending, its counsel brought
another class action against US Gypsum on behalf of residents in
a 212-unit low-income housing complex in Puerto Rico constructed
in the 1960s.  167 of these Puerto Rico homes contained asbestos
when the suit was filed.

The Puerto Rico Federal District Court, on February 17, 1999,
certified a settlement class consisting of "All persons,
corporations, partnerships, unincorporated associations or other
entities that own or lease, in whole or in part, any low income
housing units in Residential Villa Evangelina in or near
Manati, Puerto Rico."  On May 24, 1999, the Court entered final
judgment on behalf of this certified class.  Mr. Green's law
firm represented US Gypsum in this residential class action.

US Gypsum hotly disputed product identification of the ceiling
finish at issue in the Puerto Rico litigation. Factual discovery
on product identification alone included a review of the product
specifications in the historical documents on the residences'
construction in the 1960s; depositions of two former US Gypsum
salesman; and the deposition of a person who applied the
asbestos-containing ceiling finish in some of the homes. Mr.
Green's law firm also twice deposed Dr. William E. Longo, the
plaintiffs' expert who identified the ceiling finish as US
Gypsum's "Imperial QT," and produced a product identification
expert to challenge Dr. Longo's methodology in identifying US
Gypsum's product.

US Gypsum moved the Federal Court in Puerto Rico for summary
judgment on the lack of product identification despite Dr.
Longo's expert opinion. Dr. Longo did not create a genuine issue
of material fact, USG argued, because:

       *  "Longo does not possess the universe of formulas for
           asbestos containing ceiling finishes;"

       *   Longo failed to identify a second ceiling finish that
           was mixed in the samples identified as Imperial QT;
           and

       *   transmission electron microscopy, which Longo ran on
           only one sample, is necessary to distinguish Imperial
           QT from other ceiling finishes with similar
           ingredients.

This motion was pending when Mr. Green's firm, on behalf of US
Gypsum, settled the class action with the low-income housing
residents.

Mr. Tacconelli states that the Bar Date Order approves a proof
of claim that requires building owners, including residential
owners, to file a proof of claim by January 15, 2003.  It also
warns potential claimants that "THE PENALTY FOR PRESENTING A
FRAUDULENT CLAIM IS A FINE UP TO $500,000 OR IMPRISONMENT FOR UP
TO FIVE YEARS OR BOTH UNDER 18 U.S.C. Section 152 & 3571."

Under Local Rule 9013-2(e), "the burden of proof with respect to
the appropriateness of the order subject to the motion for
reconsideration shall remain on the debtor notwithstanding the
entry of such order."  It appears, he contends, that this
Court's decision to include homeowners within the property
damage claimants who must file proofs of claim by January 15,
2003 was influenced by US Gypsum's representations that:

       * the only homeowner case it ever faced was a California
         action that had been dismissed in the mid 1990s; and

       * "lots and lots of laboratories" can perform product
         identification because it is not "rocket science" given
         its formulas' availability.

U.S. Gypsum, he continues, has not and cannot meet its burden of
proving the accuracy of these factual representations or the
implications flowing from its claim that product identification
is not "rocket science." He adds that US Gypsum's representation
that it only faced the single California homeowner suit is
untrue. Anderson's certified South Carolina class action, and
the earlier certified Puerto Rico class action, also involved
residential claims. The untold number of homes where US Gypsum's
758 shipments of asbestos-containing surfacing materials came to
rest just in South Carolina, and the 212 homes in the one Puerto
Rican low-income housing complex, illustrate the magnitude of
residential claims subject to the January 23, 2003 Bar Date.

To comply with that Bar Date, all these homeowners must sign a
proof of claim form and certify that "the allegations and other
factual contentions have evidentiary support or, if specifically
so identified, are likely to have evidentiary support after a
reasonable opportunity for further investigation or discovery."
Bankruptcy Rule 9011(b)(3), the counterpart to Rule 11, FRCP.
See Adair v. Sherman, 230 F.3d 890, 895 n. 6 (7th Cir. 2000)
(noting that fraudulent proofs of claim are sanctionable under
Bankruptcy Rule 9011); In re Rex Montis Silver Co., 87 F.3d 435
(10th Cir. 1996)(affirming Rule 9011 sanctions for improper
proofs of claims).

He states that, "even more ominously from the homeowners' view,"
the proof of claim form emphasizes that fraudulent proof of
claims are punishable by up to five years imprisonment.
Homeowners confronted with the proof of claim form must have a
good faith basis to believe that the material in their homes is
a US Gypsum product to satisfy Rule 9011 and satisfy themselves
that they will not wind up in jail.

While US Gypsum suggested at the hearing that this does not
involve "rocket science," its actual experience litigating
claims shows that it is closer to rocket science than it led the
Court to believe. Mr. Tacconelli asserts US Gypsum is adept at
attacking product identification experts. See Reorganized Church
of Jesus Christ v. U.S. Gypsum Co., 882 F.2d 335, 336 (8th Cir.
1989), and has forced claimants to spend a tremendous amount of
time and energy defending opinions rendered by experts that have
been qualified in numerous courts. Again, he offers, using
Puerto Rico as just one example, US Gypsum, represented by Mr.
Green's law firm, argued as late as 1998 that Dr. Longo's expert
opinion did not even create a genuine issue of material fact.
Dr. Longo did not have the entire "universe of formulas" from
all the manufacturers of similar products and did not perform
the transmission electron microscopy on each sample that US
Gypsum argued was required to identify its product. Anderson
respectfully submits that there are far fewer laboratories who
have access to a transmission electron microscope, and even
fewer with the entire "universe of formulas" for all the
manufacturers' asbestos products, than the "lots and lots" of
laboratories that Mr. Green led the Court to believe. (USG
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VERAMARK TECH: Nasdaq SmallCap to Delist Shares Effective June 6
----------------------------------------------------------------
Veramark Technologies, Inc. (Nasdaq:VERA) has received from The
Nasdaq Stock Market, Inc., a Nasdaq Staff Determination dated
May 29, 2002 that denied the Company's request for continued
listing on the Nasdaq SmallCap Market.

The Company has determined not to appeal the proposed delisting.
As a result, the Common Stock of the Company will be delisted
from the Nasdaq SmallCap Market at the opening of business on
June 6, 2002.

As previously reported, the Company had been notified by Nasdaq
that the Company did not comply with the minimum net tangible
assets or minimum stockholder equity requirements for continued
listing set forth in Nasdaq Marketplace Rule 4310(c)(2)(b).

The Company's Common Stock will remain eligible for trading on
the Nasdaq OTC Bulletin Board, which is a regulated quotation
service that displays real-time quotes, last sale prices, and
volume information in over-the-counter equity securities. The
Company currently anticipates that it will again seek to be
listed on the Nasdaq or a national securities market exchange if
and when the Company satisfies the requirements for initial
listing.

Veramark Technologies, Inc. provides premises-based and
outsourced telecom network cost control and productivity
solutions for small to large enterprises. Our products include:
call accounting; tie-line reconciliation; phone bill
consolidation and validation; asset and facilities management;
cable management; work order/trouble ticket and service order
processing; directory lookup; and call detail record collection
and processing for traditional PBX and IP-telephony and Centrex
environments.


WESTERN INTEGRATED: Taps PricewaterhouseCoopers for Fin'l Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors to the chapter 11
cases of Western Integrated Networks, LLC sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Colorado to employ PricewaterhouseCoopers LLP as its financial
advisors, nunc pro tunc to April 2, 2002.

PricewaterhouseCoopers will provide consulting and advisory
services including:

     a) review the 120-day source and uses of the Debtors' cash
        forecast and provide advice to the Committee regarding
        the reasonableness of the proposes "cash burn";

     b) advice the Committee regarding the Debtors' current
        business plan, focusing on operations and the
        identification of areas for potential cost savings,
        including overhead and operating expense reductions and
        efficiency improvements;

     c) provide advice to the Committee regarding Debtors'
        ability to raise capital or sell assets to their parties
        and provide sensitivity analysis on future capital
        requirements;

     d) provide advice to the Committee in the review or
        preparation of information and analysis necessary for
        the confirmation of a Plan of Reorganization in this
        chapter 11 case; and

     e) provide assistance and negotiate with the Debtors,
        potential investors, and other secured lenders in this
        chapter 11 case, the U.S. Trustee, other parties-in-
        interest and professionals hired by the same, as
        requested.

The customary hourly rates of PricewaterhouseCoopers' personnel
anticipated to be assigned in this case are:

     Partners                         $500 to $595 per hour
     Managers/Directors               $35 to $495 per hour
     Associates/Senior Associates     $175 to $325 per hour
     Administration/Paraprofessional  $85 to $150 per hour

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.


WESTERN MCARTHUR: Will File for Chapter 11 Under Settlement Pact
----------------------------------------------------------------
The St. Paul Companies (NYSE: SPC) has entered into a definitive
agreement to settle all asbestos and all other claims arising
from an insuring relationship that existed prior to 1961 between
Western Asbestos Company, certain assets of which were acquired
by Western MacArthur in 1967, and USF&G Company, which became a
St. Paul subsidiary in 1998.  As a result of the settlement, the
pending litigation has been stayed. Parties to the settlement
include the Western MacArthur entities, Western Asbestos, as
well as representatives of most of the current asbestos
claimants and holders of default judgments against Western
MacArthur.

Following a comprehensive review of its known environmental and
asbestos exposures, The St. Paul continues to believe that the
Western MacArthur matter is its only material exposure.  The
after-tax impact on earnings, net of expected reinsurance
recoveries and the revaluation and application of asbestos and
environmental reserves, will be approximately $380 million.

"This settlement is an important and prudent step toward putting
our only known material asbestos exposure behind us," said Jay
Fishman, Chairman and Chief Executive of The St. Paul.  "While
it will have a short-term impact on our earnings, it in no way
affects our fundamental long-term positioning, which continues
to be very solid given the momentum in our businesses.

"The St. Paul's capital position remains strong following this
settlement," continued Fishman, "and we remain on plan for our
capital ratios this year to strengthen over the year-end 2001
levels.  We look forward to concluding our discussions with the
various rating agencies now that the details of this settlement
have been finalized.  We will address appropriate capital
measures in the context of both those discussions and our
objective of maintaining our current strong operating outlook."

The settlement agreement provides that the MacArthur entities
and Western Asbestos will file voluntary petitions under Chapter
11 of the Bankruptcy Code, in order to permit the channeling of
asbestos-related claims to a trust providing both a pool of
funds and a mechanism for the definitive and final resolution of
all existing and future claims.  The litigation will be
dismissed upon final approval of the Bankruptcy Plan.  The St.
Paul will make payments of $235 million into escrow preceding
the creation of the trust during the second quarter of 2002, and
$740 million, on the earlier of the final, non-appealable
approval of a plan of reorganization of Western MacArthur or
January 15, 2003, plus interest from the settlement date to the
date of the payment.  The St. Paul also will pay an additional
$12.5 million in fees and costs, and will advance certain fees
in the bankruptcy proceeding that The St. Paul expects to be
refunded.  Whether or not the Plan is approved, $175 million of
the $235 million will be paid to compensate persons holding
judgments against Western MacArthur and to cover administrative
costs relating to the bankruptcy.  All payments related to the
settlement will be funded from current liquid assets.

"The settlement underscores changes that have taken place in the
Western MacArthur litigation over a very short period of time.  
Our claim team has worked very hard to assess this matter and
bring it to a resolution, which, when completed, will protect
our shareholders from future liability.  A case-by-case,
detailed review of our asbestos and environmental claims
indicates that this is the only material case we face, placing
us in a good position with respect to these issues moving
forward," continued Fishman. "Although asbestos and
environmental losses are inherently difficult to predict, based
on our case-by-case review and all other information currently
available, our aggregate asbestos and environmental reserves
represent our best estimate of our ultimate liability for these
losses."

The company said its aggregate net reserves for asbestos and
environmental were $852 million as of March 31, 2002, a subset
of its total net reserves of $15 billion.


WHEELING-PITTSBURGH: WHX Pref. Shareholders' Meeting on June 27
---------------------------------------------------------------
WHX Corporation has issued an invitation to the holders of its
preferred stock to attend a special meeting on Thursday, June
27, 2002 at the Dupont Hotel, 11th & Market Streets, Wilmington,
Delaware 19801 at 11:00 a.m. At the meeting, the shareholders
will have the option to elect up to two directors to the WHX
Board of Directors. (Wheeling-Pittsburgh Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WINSTAR COMMS: Trustee Seeks DIP Credit Pact Carve-Out Expansion
----------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine
Shubert moves the Court to expand the carve-out under the
Debtors' Second Amended and Restated Senior Secured Super-
Priority DIP Credit Agreement.

Michael G. Menkowitz, Esq., at Fox Rothschild O'Brien & Frankel
LLP in Philadelphia, Pennsylvania, tells the Court the Trustee
specifically wants to expand the carve-out of the lien granted
by the Court securing the obligations of the Debtors under the
DIP Credit Agreement to pay:

A) The unpaid salaries, severance and all other amounts payable
   to Kenneth Zinghini, Donald Schneider, Charles Persing, Paul
   Lang, and Marcelle Soviero, employees of the Debtors pursuant
   to the employment agreements previously authorized by the
   Court;

B) The unpaid fees and expenses of the Debtors' professionals
   including Impala Partners LLC, the Debtors' restructuring
   advisors; Shearman & Sterling and Young, Conaway Stargatt &
   Taylor, LLP, the Debtors' counsel; PricewaterhouseCoopers,
   the Debtors' accountants and Bankruptcy Services LLC, the
   Debtors' service agent, for services rendered on behalf of
   the Debtors and approved by the Court from the closing date
   of the Sale though the conclusion of the Debtors' cases;

C) The approved costs and expenses of the Trustee, including but
   not limited to:

   a) the agreed the flat fee of $300,000 payable to the Trustee
      in connection with the amounts collected in these cases
      through and including March 20, 2002 and the commission of
      3% for the Trustee of all successful recoveries for the
      Debtors' estates for the duration of these case;

   b) the cost of the bond required by the Office of the United
      States Trustee;

   c) the fees and expenses of the Trustee's professionals
      including Kaye Scholer LLP and Fox, Rothschild, O'Brien &
      Frankel LLP, counsel; Parente Randolph, LLC, accountants
      and the other professionals retained by the Trustee
      necessary for her efficient and expeditious administration
      of the Debtors' estates.

Mr. Menkowitz informs the Court that the Trustee has negotiated
with the lenders under the DIP Credit Agreement and they have
agreed that in the event that the Debtors are not able to pay
amounts due and payable, the parties concerned will obtain the
allowed benefits of the carve-out. The Trustee believes that the
expansion of the carve-out is necessary to ensure that services
necessary to the administration of the Debtors' estates will
continue to be provided by the Debtors' employees and
professionals as well as the Trustee and her Professionals.
(Winstar Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDWIDE EXCEED: Court Confirms Chapter 11 Liquidation Plan
------------------------------------------------------------
Judge John H. Squires of the U.S. Bankruptcy Court in Chicago
has approved a liquidation plan for the former Worldwide Xceed
Group Inc., now known as Liquidating WXG Inc., Dow Jones
reported.  Upon the liquidation and final distribution of its
assets, the e-commerce consulting and digital software company
will be dissolved. Chicago-based Worldwide Xceed sought chapter
11 bankruptcy protection on April 30, 2001, listing total assets
of about $73.7 million and total debts of $19.9 million as of
February 28 in its petition. (ABI World, May 31, 2002)


* Brette Simon Joins Sheppard Mullin Firm as Special Counsel
------------------------------------------------------------
The law firm of Sheppard, Mullin, Richter & Hampton LLP
announced today that Brette S. Simon has joined the firm as
Special Counsel. Simon will work in the Corporate practice group
in the firm's Los Angeles office.

"I'm delighted to be joining Sheppard Mullin, where I will
continue to develop my middle market corporate practice," Simon
said. "I will be part of a very strong team of over 60 corporate
lawyers at Sheppard."

Simon's practice experience includes mergers and acquisitions,
corporate finance, emerging companies/venture capital and joint
venture transactions. Simon's work with Sheppard Mullin will
remain diverse. She will be a member of several teams within the
Corporate practice group, including: Mergers and Acquisitions;
Public Companies; Private and Family Owned Companies; Emerging
Companies and Venture Capital; and Technology.

"I've known Brette and her work for quite some time," commented
Larry Braun, Chair of Sheppard Mullin's Corporate practice
group. "Brette's legal skills and her ability to help clients
take advantage of opportunities are highly-respected in our
community. She is a great addition to our team."

Prior to joining Sheppard Mullin, Simon practiced corporate law
at Gibson, Dunn & Crutcher LLP and O'Melveny & Myers LLP in Los
Angeles. Simon has written over a dozen articles and contributed
to a book focusing on securities law and mergers and
acquisitions, and she has lectured on these topics and venture
capital issues at numerous seminars. On June 14, Simon will
moderate a panel discussion on the current state of venture
capital and angel investing at the Central Coast Venture Forum
in Santa Barbara.  For more information on the Central Coast
Venture Forum, please visit http://www.ccvf.org

In addition, Simon has mentored several companies participating
in the Southern California Technology Venture Forum, and she is
an active member of the Association for Corporate Growth, the
Los Angeles Venture Association and The Zone Club. She serves on
the UCLA School of Law Alumni Board of Directors and co-chairs
the annual Bet Tzedek House of Justice Ball.

Simon received her J.D. from the UCLA School of Law, where she
was a member of Order of the Coif and was an Editor of the UCLA
Law Review. She received her B.A. in Quantitative Economics and
Decision Sciences, magna cum laude, from the University of
California at San Diego, where she was also elected to Phi Beta
Kappa.

Sheppard Mullin has more than 330 attorneys among its seven
offices in Los Angeles, West Los Angeles, Santa Barbara, San
Diego, Del Mar Heights, Orange County, and San Francisco. The
full-service firm provides counsel in Corporate, Trial Practice,
Finance, Bankruptcy, Labor and Employment, Intellectual
Property, Real Estate, Environmental, Construction, Tax,
Employee Benefits, Trusts & Estates, Antitrust & Trade
Regulation, Government Contracts, and Business Crimes. The firm
is celebrating its 75th anniversary in 2002. For more
information, visit http://www.sheppardmullin.com


* Meetings, Conferences and Seminars
------------------------------------
June 6-9, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 13-15, 2002
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
          Drafting,
         Securities, and Bankruptcy
            Seaport Hotel, Boston
                  Contact: 1-800-CLE-NEWS or http://www.ali-               
                           aba.org/aliaba/cg097.htm

June 20-21, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Fifth Annual Conference on Corporate Reorganizations
         Fairmont Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

June 27-29, 2002
   ALI-ABA
      Chapter 11 Business Reorganizations
         Fairmont Copley Plaza, Boston
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 27-30, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or Nortoninst@aol.com

July 11-14, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Cape Cod, MA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 12-17, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      108th Annual Convention
         Grand Summit Hotel, Park City, Utah
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

July 17-19, 2002
   ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or
                     aira@airacira.org

August 7-10, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 26-27, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Marriott Marquis, New York
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

October 9-11, 2002
   INSOL INTERNATIONAL
      Annual Regional Conference
         Beijing, China
            Contact: tina@insol.ision.co.uk or
                 http://www.insol.org

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003 (Tentative)
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003 (Tentative)
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
               Drafting,
         Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********


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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***