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        T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 6, 2002, Vol. 6, No. 111    

                          Headlines

ACT MANUFACTURING: Wants More Time to Decide on Leases
ADELPHIA BUSINESS: Committee Taps Ernst & Young CF as Advisors
ALLEGIANCE TELECOM: S&P Junks Rating on Revenue Target Concerns
AMERICA WEST: S&P Ratchets Junk Corp. Credit Rating Up to B-
ASHANTI: Motions or Answers to Sec. 304 Petition Due by June 13

AVADO BRANDS: S&P Cuts Rating to D After Missed Interest Payment
BANYAN STRATEGIC: Receives $2 Mill. Payment from Denholtz Units
BETHLEHEM STEEL: Wins Approval to Enter Into IT Partnership Pact
BIRMINGHAM STEEL: Receives Court Approval of First-Day Motions
BRIDGE: Gets Okay for Advance Payment Under an Insurance Policy

BRIGGS & STRATTON: Weak Credit Measures Spur S&P to Cut Rating
BURBANK AERONAUTICAL: Will Offer Assets for Sale by June 12
BURLINGTON: Court Okays Amended $125MM DIP Credit Agreement
CP KELCO: S&P Revises Outlook on B+ Ratings to Neg. from Stable
CONTOUR ENERGY: Receives Acceleration Notice of 14% Senior Notes

COVANTA ENERGY: Court Okays Auctioneers Assoc. to Sell Assets
CUSTOM FOOD: Court to Consider Plan Confirmation on July 17
ELIZABETH ARDEN: Reports Improved First Quarter Fin'l Results
ENRON CORP: Court Okays Hilder as Sherron Watkin's Counsel
ENRON CORP: AT&T Sells $3.7MM Claim to Contrarian Capital Trade

EXIDE TECHNOLOGIES: Earns Approval to Hire BMC as Claims Agent
FARMLAND: S&P Drops Credit Rating to D Following Chap. 11 Filing
FORMICA CORP: Gets Open-Ended Lease Decision Period Extension
GMX RESOURCES: Reaches Agreement to Resolve Dispute with Nabors
GALEY & LORD: Has Until August 19 to Decide on Unexpired Leases

GLOBAL CROSSING: Court OKs Chanin Capital as Committee's Advisor
GREYHOUND LINES: S&P Affirms CC Rating Following Parent's Filing
HARBISON-WALKER: Stay on Asbestos Claims Extended to July 16
HAYES LEMMERZ: IRS Seeks Bar Date for Proofs of Claim Extension
HERCULES INC: S&P Affirms Low-B Ratings After $1.8BB Asset Sale

HOLLYWOOD CASINO: Reduces Earnings Guidance Due to Tax Increase
ISG RESOURCES: Improved Liquidity Prompts S&P's B- & CCC Ratings
IT GROUP: Says Committee's Move to Appoint Trustee is "Moot"
J. CREW: S&P Lowers Rating to B- Over Weakening Credit Measures
KAISER ALUMINUM: Debtor Units Get Okay to Employ Professionals

KELLSTROM: Wants Lease Decision Period Extended Until July 20
KMART CORP: Mellon Bank Wants to Offset $15MM Under Credit Pacts
LA PETITE: Likely Interest Nonpayment Spurs S&P to Junk Ratings
LAIDLAW INC: Secures Approval to Amend Surety Bond Line with AIG
LIBERTY GROUP: S&P Maintains Watch on Low-B and Junk Ratings

MED DIVERSIFIED: Fails to Meet AMEX Continued Listing Standards
METALS USA: Court Approves Broker Agreement with Ian Russell Co.
METROCALL INC: Seeking Approval to Use Lenders' Cash Collateral
NATIONAL STEEL: Court Approves Uniform De Minimis Sale Protocol
NATIONSRENT: Bags Nod to Hire Robinson Lerer as PR Consultants

NEW WORLD RESTAURANT: S&P Junks Corporate Credit Rating
NTL INCORPORATED: Disclosure Statement Hearing Set for July 12
OMNI ENERGY: Falls Short of Nasdaq Minimum Listing Requirements
PACIFIC GAS: Agrees to Temporarily Allow ABAG Claim for Voting
PIXTECH: Terminates Operations & Expects Bankruptcy Filing Soon

PRIMUS TELECOMMS: Views CRTC Price Cap Decision as "Favorable"
PROXITY DIGITAL: Cancels 7MM Shares Contributed by Insiders
PSINET INC: Goldin Signs-Up Retain Garden City as Claims Agent
ROHN INDUSTRIES: Bank Lenders Agree to Forbear Until June 30
SOTHEBY'S HOLDINGS: S&P Changes Watch Implications to Developing

SUMMIT CBO I: S&P Downgrades Ratings on Class A & B Notes
TRI-UNION DEV'T: Defers $8.1MM Interest Payment on 12.5% Notes
VENTURE HOLDINGS: S&P Junks Corporate Credit Rating from B+
VIASYSTEMS: S&P Drops Credit & Debt Ratings to Default Level
VINTAGE PETROLEUM: Nixes BP Capital's Proposed Workout Plan

WKI HOLDING: Receives Court Approval for First-Day Motions
WINSTAR COMMS: Trustee Gets Nod to Hire Parente as Accountant

* DebtTraders' Real-Time Bond Pricing

                          *********

ACT MANUFACTURING: Wants More Time to Decide on Leases
------------------------------------------------------
Act Manufacturing, Inc., and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Massachusetts to extend
their time period to elect whether to assume, assume and assign,
or reject unexpired nonresidential real property leases.

Presently, the Debtors lease 7 properties.  The Debtors move
extend their decision deadline until August 15, 2002.

The Company is pursuing a sale of its businesses, which is
expected to be consummated on or before July 31, 2002.  As a
result, the Debtors have not been able to accurately predict
which of the remaining unexpired leases they will need.

The Debtors tell the Court that they have been meeting their
postpetition rent obligations and this extension will not
prejudice the landlords of the unexpired leases.

Act Manufacturing, Inc. is a global provider of value-added
electronic manufacturing services to original equipment
manufacturers in the networking and telecommunications, high-and
computer and industrial and medical equipment markets. The
Debtors filed for chapter 11 protection on December 21, 2001.
Richard E. Mikels, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $374,160,000 in total assets and $231,214,000 in total
debts.


ADELPHIA BUSINESS: Committee Taps Ernst & Young CF as Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adelphia
Business Solutions, Inc. asks the Court to approve its
application to retain Ernst & Young Corporate Finance LLC
(EYCF), an affiliate of Ernst & Young, LLP, a separate legal
entity, nunc pro tunc to April 8, 2002 as its financial
advisors.

The Committee anticipates that EYCF will:

A. analyze the current financial position of the Debtors;

B. analyze the Debtors' business plans, cash flow projections,
   Restructuring programs, and other reports or analyses
   prepared by the Debtors or their professionals in order to
   advise the Committee on the viability of the continuing
   operations and the reasonableness of projections and
   underlying assumptions;

C. analyze the financial ramifications of proposed transactions
   for which the Debtors seek Bankruptcy Court approval
   including, but not limited to, DIP financing,
   assumption/rejection of contracts, assets sales, management
   compensation and/or retention and severance plans;

D. analyze the Debtors' internally prepared financial statements
   and related documentation, in order to evaluate the
   performance of the Debtors as compared to its projected
   results on an ongoing basis;

E. attend and advise at meetings with the Committee, its
   counsel, other financial advisors, and representatives of the
   Debtors;

F. assist and advise the Committee and its counsel in the
   development, evaluation and documentation of any plan(s) of
   reorganization or strategic transaction(s), including
   developing, structuring and negotiating the terms and
   conditions of potential plan(s) or strategic transaction(s)
   and the consideration that is to be provided to unsecured
   creditors thereunder;

G. prepare hypothetical orderly liquidation analyses;

H. render testimony in connection with procedures (A) through
   (C) above, as required, on behalf of the Committee; and

I. provide such other services, as requested by the Committee
   and agreed by EYCF;

Chuck Owen, Chairman of the Committee, relates that the
Committee selected EYCF as its financial advisors because of the
firm's diverse experience and extensive knowledge in the fields
of bankruptcy and telecommunications. The Committee needs
assistance in collecting, analyzing and presenting accounting,
financial and other information in relation to these Chapter 11
cases. EYCF has considerable experience with rendering such
services to committees and other parties in numerous Chapter 11
cases. As such, EYCF is well qualified to perform the work
required in these cases.

Samuel Star, a Partner of EYCF, assures the Court that the firm
does not hold or represent an interest adverse to the estate
that would impair EYCF's ability to objectively perform
professional services for the Committee and that EYCF is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code. However, EYCF currently is
engaged with several parties-in-interests in matters unrelated
to these cases, including:

A. Professionals: Weil Gotshal & Manges LLP, Jefferies & Co.;

B. Major Shareholders: Alliance Capital Management L.P., and
   Fidelity Spartan High Income Fund;

C. Secured Lenders: The CIT Group;

D. Unsecured Bondholders: Teachers Annuity & Insurance Assoc.,
   Toronto Dominion, and Barclays Bank;

E. Unsecured Creditors: Ameritech, AT&T, Bank of America, Bank
   of New York, BellSouth, Convergent Networks, Deloitte &
   Touche, Fujitsu, Illuminet, Insight Communications,
   Intermedia Communications, Keystone Business Machines, Level
   3 Communications, MCI Worldcom, Metromedia Fiber Network,
   Pirelli Cable Corp., Qwest, SNET, Southwestern Bell
   Telephone, Sprint, TSI, Verizon, and Walker & Associates
   Inc.;

EYCF's compensation will include both monthly advisory fees and
a success fee which is based on 1% of the value of the aggregate
consideration to be distributed to the Debtors' general
unsecured creditors.  The EYCF Monthly Advisory Fee is $175,000
per month for the first three months and $125,000 per month
thereafter. Upon this Court's approval and subject to
confirmation of a plan of reorganization, EYCF shall be entitled
to request the Success Fee, provided however, that such fee will
be a minimum of $250,000 and a maximum of $750,000.  25% of the
Monthly Advisory Fees will be treated as a credit in the
calculation of the Success Fee. (Adelphia Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA BUSINESS: Rigas Family Resigns as Directors & Execs.
-------------------------------------------------------------
Adelphia Business Solutions, Inc. (Pink Sheets: ABIZQ) announced
that, subject to Bankruptcy Court approval, four members of the
Rigas Family have agreed to resign as directors of the Company.  
The agreement provides for the resignation of John J. Rigas as
Chairman and a member of the Board of Directors; the resignation
of James P. Rigas as Vice Chairman, Chief Executive Officer,
President and a member of the Board of Directors; the
resignation of Michael J. Rigas as Vice Chairman, Secretary and
a member of the Board of Directors; and the resignation of
Timothy J. Rigas as Vice Chairman, Chief Financial Officer,
Treasurer and a member of the Board of Directors.

It is anticipated that the Board of Directors of ABS will
hereafter consist of three members, Patrick Lynch, Edward
Mancini, both of whom will act as non-executive co-chairman of
ABS, and Robert Guth, who has been appointed President and Chief
Executive Officer of ABS.  Edward Babcock has been appointed as
Chief Financial Officer of ABS.

In connection with their resignations, the Rigas Family said
that although they had not been charged with any wrongdoing by
ABS, they were taking this action to enable ABS to pursue its
Chapter 11 restructuring without the distractions resulting from
the adverse publicity surrounding the Rigas Family's
relationships with Adelphia Communications.

Adelphia Business Solutions, Inc. provides integrated
communications services to business customers through its fiber
optic communications network.


ALLEGIANCE TELECOM: S&P Junks Rating on Revenue Target Concerns
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
facilities-based integrated communications provider Allegiance
Telecom Inc. to triple-'C' from single-'B' based on the
continued weak fundamentals of the competitive local exchange
carrier industry and Standard & Poor's belief that Allegiance
Telecom could have a difficult time meeting its minimum revenue
targets under its $500 million secured bank facility in the
second or third quarter of 2002.

The rating remains on CreditWatch with negative implications,
where it was placed on March 28, 2002, due to the possibility
that the company could be in default of its bank agreement if it
does not obtain a waiver for a maintenance covenant. Dallas,
Texas-based Allegiance Telecom had about $1 billion total debt
outstanding as of March 31, 2002.

"The company's churn rate has been trending upward due to
incumbent carriers' "win back" programs and recession-induced
customer financial difficulties," Standard & Poor's credit
analyst Rosemarie Kalinowski said. "As a result, in the first
quarter of 2001, net installations were 124,000, about 8% lower
than in the fourth quarter of 2001."

Standard & Poor's said that a slower turnaround in the economy
is anticipated to continue to impact near-term revenue and cash
flow results. Although Allegiance Telecom's EBITDA margin loss
of about 13% has continued to improve on a quarterly basis and
capital expenditures have been declining due to the completion
of the 36-market buildout, Standard & Poor's does not expect the
company to be free cash flow positive in the near term given the
challenges facing the CLEC industry.

Standard & Poor's said that, as of March 31, 2002, Allegiance
Telecom's liquidity position consisted of about $360 million of
unrestricted cash and short-term investments and $150 million
available under the bank credit facility. It said if the company
violates any of its financial covenants under the facility and
waivers are not received, Allegiance Telecom could be required
to repay the outstanding bank borrowings. Funding from
additional sources to repay this debt and support its business
plan would be difficult, given the capital markets' negative
reception to the CLEC industry.


AMERICA WEST: S&P Ratchets Junk Corp. Credit Rating Up to B-
------------------------------------------------------------
Standard & Poor's raised its corporate credit ratings on America
West Holdings Corp. and subsidiary America West Airlines Inc. to
single-'B'-minus from triple-'C'-minus and removed them from
CreditWatch, where they were placed September 13, 2001. Ratings
on unsecured debt and various pass-through certificates were
also raised. The outlook is negative.

"Ratings have been raised due to the America West's improved
liquidity after receipt of proceeds from a $429 million loan
backed by the federal government, and expected improving
financial performance as it benefits from over $600 million in
concessions received in conjunction with the federal loan
guarantee," said Standard & Poor's credit analyst Betsy Snyder.
Although the company's liquidity has been enhanced, the
company's fate will still depend on the expected recovery in the
airline industry. If it is weaker than expected and/or another
terrorist attack occurs, ratings could be lowered.

Ratings on America West reflect risks relating to the adverse
airline industry environment, a weak balance sheet, and limited
financial flexibility, since it has no bank facilities and
almost 90% of its assets are encumbered. These are offset
somewhat by the company's relatively low operating costs, among
the lowest in the industry. America West Holdings' major
subsidiary is America West Airlines Inc., the eighth-largest
airline in the U.S, with hubs located at Phoenix, Arizona, Las
Vegas, Nevada, and Columbus, Ohio. America West benefits from a
low cost structure, among the lowest in the industry. However,
it competes at Phoenix and Las Vegas against Southwest Airlines
Co., the other major low-cost, low-fare operator in the industry
and financially the strongest. As a result, due to the
competition from Southwest, as well as America West's reliance
on lower-fare leisure travelers, its revenues per available seat
mile also tend to be among the lowest in the industry. In
addition, America West Holdings owns the Leisure Company, one of
the nation's largest tour packagers.

Ratings also reflect the adverse airline industry environment in
which America West operates, which tends to be competitive and
cyclical. The industry began to experience declining traffic
levels and pressure on pricing in early 2001 due to a softening
economy, trends that were exacerbated by the events on Sept. 11,
2001, and from which the industry will likely not recover fully
until 2003. This resulted in a deterioration in America West's
liquidity, which almost caused it to file for Chapter 11
bankruptcy protection. However, in January 2002, the company
received proceeds from a $429 million loan that was guaranteed
by the federal government under the Air Transportation
Stabilization Act. As part of this process, the company
completed arrangements for over $600 million in concessions,
financing, and other assistance. These actions should enable it
to maintain its relatively low cost structure relative to the
industry and return to profitability when airline revenues
recover. However, the company's financial flexibility is
expected to remain weak. Although it had $421 million of cash
and short-term investments at March 31, 2002, it has no bank
facilities and almost 90% of its assets are encumbered.

A weaker-than-expected recovery in the airline industry and/or
another terrorist attack could hinder America West's recovery,
either of which could result in a downgrade.


ASHANTI: Motions or Answers to Sec. 304 Petition Due by June 13
---------------------------------------------------------------
                    UNITED STATES BANKRUPTCY COURT
                     SOUTHERN DISTRICT OF NEW YORK  

In re:                                )
                                      )  An Ancillary Case Under
Petition of ASHANTI CAPITAL LIMITED,  )  Section 304 of the
                                      )  Bankruptcy Code
    Debtor in a Foreign Proceeding.   )
                                      )  Case No.: 02-12516

                     NOTICE OF ISSUE OF SUMMONS

PLEASE TAKE NOTICE that:

      1. A petition in a case ancillary to a foreign proceeding
under 11 U.S.C. 304 (the "Petition") was filed on May 22, 2002
in the United States Bankruptcy Court for the District of New
York, requesting an order for relief under 11 U.S.C. Sec. 304.

      2. If you are a party in interest to the Petition, you are
summoned and required to submit to the Clerk of Court a motion
or answer to the Petition, on or before June 13, 2002, at Room
534, One Bowling Green, New York, New York 10004-1408. At the
same time you must also serve a copy of your motion or answer on
the Petitioners' counsel, Milbank, Tweed, Hadley & McCloy, LLP,
1 Chase Manhattan Plaza, New York, New York 10005, Attention:
Lena Mandel, Esq. If you fail to respond to the Summons, the
order for relief will be entered.

      3. A copy of the summons issued by the Bankruptcy Court  
and the Petition are being delivered by U.S. Express mail to all
known parties in interest at such party's last known or
registered address. A copy of the Petition can also be obtained
from the Petitioners' counsel, Milbank, Tweed, Hadley & McCloy,
LLP, 1 Chase Manhattan Plaza, New York, New York 10005,
Attention: Lena Mandel, Esq. In addition, all documents that are
filed with the Bankruptcy Court (including the Petition) may be
reviewed during regular business hours (8:30 a.m. to 5:00 p.m.
weekdays, except legal holidays) at the Bankruptcy Court, One
Bowling Green, New York, New York, 10004-1408, or accessed over
the internet at http://www.nysb.uscurt.gov.

                             Dated: New York, New York
                                    May 22, 2002

                             MILBANK, TWEED, HADLEY & McCLOY LLP

                             By: Sgd. Lena Mandel (LM-3769)
                                 1 Chase Manhattan Plaza
                                 New York, New York 10005
                                 Telephone: (212) 530-5000
                                 Facsimile: (212) 530-5219

                             COUNSEL FOR THE PETITIONERS                
                                    

AVADO BRANDS: S&P Cuts Rating to D After Missed Interest Payment
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on casual
dining restaurant operator Avado Brands Inc. to 'D' from triple-
'C' and lowered its rating on the company's $125 million 9.75%
senior unsecured notes due in 2006 to 'D' from triple-'C'
following the company's failure to remit the June 1, 2002,
interest payment on those notes.

The rating on the $100 million 11.75% subordinated notes was
also lowered to single-'C' from double-'C' due to the company's
announcement that it intends to delay the June 15, 2002,
interest payment on those notes. When that payment is missed,
Standard & Poor's will lower the rating on the subordinated
notes to 'D'.

In addition, the rating on Avado Brands Financing I's
convertible preferred securities (TECONS) was lowered to 'D'
from single-'C' due to the company's announcement that it had
made a one-time payment of accrued interest, equal to $4.25 per
share, to holders of its TECONS. This was conditional on the
holders of at least 90% of the outstanding TECONS agreeing to
convert their securities into shares of common stock of Avado
pursuant to the terms of the TECONS. Standard & Poor's views
this exchange as coercive because the total value of the equity
offered was materially less than the originally contracted
amount.

Madison, Georgia-based Avado had $236.3 million of funded debt
outstanding as of March 31, 2002.

"Avado has struggled as a multiconcept restaurant company,"
Standard & Poor's credit analyst Diane Shand said. "Weak
operating results at its Don Pablo's and Canyon Cafe concepts
have overshadowed good performance at Hops."

Standard & Poor's said the company's operating margin dropped to
10.7% in 2001, from 12.3% in 2000 and 17.7% in 1996 when it was
a successful Applebee's franchisee. Cash flow protection
measures have weakened significantly. EBITDA covers interest
expense only 1 time, and leverage is high, with total debt to
EBITDA of 7x. Liquidity is poor, as the company only had $2.9
million available under its credit facility and $168,000 of cash
and cash equivalents on the balance sheet as of March 31, 2002.


BANYAN STRATEGIC: Receives $2 Mill. Payment from Denholtz Units
---------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) has received
payments of principal and interest totaling $1,992,144.49, from
affiliates of Denholtz Management Corporation, in connection
with two promissory notes given to Banyan as part of the $185.25
million purchase price for the bulk of Banyan's portfolio, sold
to Denholtz on May 17, 2001.  Denholtz had previously made
principal payments in the amount of approximately $1 million.

The balance on the two promissory notes, each in the original
principal amount of $1.5 million, has been reduced to zero.  One
note has been completely discharged.  Under certain
circumstances relating to the settlement between Denholtz and
Banyan announced on May 15, 2002, an additional sum of up to
$93,000 may become due on the second note.  Banyan is holding
that note pending confirmation of complete discharge, expected
to occur on or about June 21, 2002.

L.G. Schafran, Interim President, CEO and Chairman of Banyan,
commenting on the payment, said: "We are pleased to announce
receipt of these funds, which furthers our Plan of Termination
and Liquidation.  We expect to combine these proceeds with the
net proceeds we expect to receive upon the closing of the sale
of our Northlake property, currently scheduled for July 17,
2002, and anticipate making another liquidating distribution to
shareholders in the third calendar quarter."

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately
9% of its original portfolio. This property is subject to a
contract of sale, currently scheduled to close on July 17, 2002.  
Since adopting the Plan of Termination and Liquidation, Banyan
has made liquidating distributions totaling $5.25 per share.  As
of this date, the Trust has 15,496,806 shares of beneficial
interest outstanding.


BETHLEHEM STEEL: Wins Approval to Enter Into IT Partnership Pact
----------------------------------------------------------------
Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel,
LLP, in New York, states that after clarifying certain issues
with EDS, the Official Committee of Unsecured Creditors supports
Bethlehem Steel Corporation's motion [to enter into an IT
Partnership Agreement] because:

    (a) the Debtors would only be required to pay $2,000,000
        termination fee, plus fees for services it actually uses
        during the 180-day notice period instead of the
        $20,000,000 limit on damages seemed indicated in the
        Agreement;

    (b) the projected $40,000,000 in fees do not and would not
        function as a minimum payment, but instead functions as
        the basis on which rates for services are set. Thus, the
        Debtor will enjoy certain volume discounts when the
        Debtors use fewer services and their fees fall below
        $40,000,000, the parties will have to re-negotiate the
        rates at which EDS provides the services; and

    (c) EDS agreed to reduce the unsecured claims by an
        additional $1,000,000 bringing the total unsecured claim
        to $7,000,000 from $11,800,000.

                         *     *     *

Judge Lifland approves the Debtors' motion, as modified.  The
Court rules that:

    (1) In the event that on or before December 31, 2002:

        -- the Debtors reject the 1992 Agreement pursuant to
           section 365 of the Bankruptcy Code,

        -- the Debtors terminate the 1992 Agreement pursuant to
           Article 24,

        -- EDS terminates the 1992 Agreement pursuant to Article
           24, or

        -- the Debtors reject or terminate the 2003 Agreement
           for any reason,

        then the 2003 Agreement shall be deemed to be of no
        further force or effect and EDS shall have an allowed
        claim against the Debtors and their estates under the
        2003 Agreement in an amount equal to $2,000,000, which
        shall constitute a fair and reasonable assessment of
        liquidated damages and be treated as an administrative
        expense claim pursuant to sections 503(b) and 507(a)(1)
        of the Bankruptcy Code, payable within 30 calendar days
        of the rejection or termination, and EDS shall have no
        other claim against the Debtors or their estates
        relating to the 2003 Agreement; provided, however, that
        in the event the Debtors terminate the 1992 Agreement
        pursuant to Sections 24.03, 24.04, or 24.05, EDS shall
        not be entitled to the 2003 Agreement Claim against the
        Debtors or their estates;

    (2) EDS shall be deemed to hold an allowed claim in these
        Chapter 11 cases in the amount of $7,000,000, which is
        based upon EDS's pre-petition claim against the Debtors
        and their estates arising from the 1992 Agreement, and
        which is in addition to any other claims EDS may hold,
        to the extent any other claims are allowed, and which
        $7,000,000 Claim shall be deemed a pre-petition general
        unsecured claim entitled to the same treatment as other
        claims similarly situated;

    (3) Any payments made by the Debtors to EDS on account of
        the 2003 Agreement Claim shall constitute a dollar for
        dollar offset against the value of any consideration
        that EDS may receive on account of any allowed claim
        (exclusive of the value of any consideration that EDS
        may receive on account of:

        (x) the $7,000,000 Claim,

        (y) any claim based upon unpaid administrative
            obligations arising pursuant to the 1992 Agreement,
            and

        (z) the Contractual Fee)

        that EDS may have against the Debtors or their estates
        pursuant to the terms of the 1992 Agreement;

    (4) Nothing in the 2003 Agreement shall limit the right of
        EDS to assert an administrative claim, if any, arising
        from the failure of the Debtors to pay any
        administrative obligations pursuant to the 1992
        Agreement;

    (5) With respect to events occurring on or after January 1,
        2003:

        (a) all amounts owing to EDS pursuant to the 2003
            Agreement including, but not limited to, any damages
            for breach of contract, shall be treated as
            administrative expenses of the Debtors and their
            estates pursuant to sections 503(b)(1) and 507(a)(1)
            of the Bankruptcy Code, and

        (b) the automatic stay under section 362(a) of the
            Bankruptcy Code shall not prohibit, affect, or
            otherwise interfere in any fashion with the right of
            EDS to exercise its rights under the 2003 Agreement.

Accordingly, the Information Technology Partnership Agreement
has these amendments:

1. Section 34.02 Miscellaneous Terms (A)2 is amended by
   replacing the three references to "$8,000,000 " in the first
   and fourth lines of the paragraph with "$7,000,000".

2. Section 34.02 Miscellaneous Terms (A)3 is amended by
   replacing the reference to "$8,000,000" in the fourth line of
   the paragraph with "$7,000,000".

3. Except as expressly amended, all other provisions of the
   Information Technology Partnership Agreement shall remain
   unaffected. (Bethlehem Bankruptcy News, Issue No. 16;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


BIRMINGHAM STEEL: Receives Court Approval of First-Day Motions
--------------------------------------------------------------
On May 30, 2002, Birmingham Steel Corporation (OTC BB:BIRS)
announced it had reached a definitive agreement to sell
substantially all of its assets to Nucor Corporation (NYSE:NUE)
for $615 million in cash. On June 3, 2002, 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. Today, the Company said the
Court approved "first-day" motions requested by Birmingham
Steel, including approvals for a $40 million debtor-in-
possession facility and for payment of certain pre-petition
accounts payable to critical suppliers. The Company said its
first-day motions were supported by its secured lender group.

The Company said it expects to have sufficient liquidity to
operate in the normal course until the Nucor transaction closes.
Subject to certain conditions which include further approvals by
the Court and regulatory authorities, the transaction is
expected to close by December 31, 2002.

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."


BRIDGE: Gets Okay for Advance Payment Under an Insurance Policy
---------------------------------------------------------------
In connection with a previous Court order approving procedures
for the sale of Bridge Information Systems, Inc.'s assets, the
Bridge determined that the offer by Reuters America Inc. and
Reuters S.A. was the highest and best offer.  Thus, the Bridge
entered into an Asset Purchase Agreement with Reuters.

By a previous order from this Court, the Reuters Purchase
Agreement was approved and the Debtors were authorized to
consummate the sale of the Reuters Assets free and clear of all
liens, claims, interests and encumbrances.  Furthermore, both
parties entered into a Letter Agreement wherein Bridge assigned
to Reuters certain rights relating to the Reuters assets for
property damage and destruction, loss of accounts receivable,
business interruption, extra expense and contingent business
interruption under the International Commercial Property Policy
by Winterthur International America Insurance Company.  Under
this Agreement, Bridge submitted to the Insurance Company
partial proofs of loss of claims under the Insurance Policy
relating to the destruction of the World Trade Center.

McLarens Toplis North America, Inc., the insurance adjuster for
Winterthur, has recommended that the Insurance Company make an
advance payment of $4,500,000 in respect of the allowed claims,
known as Bridge Payment and the Reuters Payment.  These payments
constitutes property of the Debtors' estates and is the
collateral of certain financial institutions participating under
the Amended and Restated Credit and Guarantee Agreement with the
Debtors as the borrowers and guarantors, and the Pre-Petition
Lenders as the lenders.

The advance payment is a partial payment of the claims and
Bridge, Reuters and Winterthur anticipate that additional
payments will be made as adjustment proceeds.  Furthermore, the
advance payment will be set off against the sum total amount of
the insurance obligation due and owing under the insurance
policy upon the final settlement of the claims made under the
policy. The Debtors and Reuters reserve their right to collect
future payments relating to the claims under the insurance
policy.

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

   -- the Letter Agreement, Advance Payment, and the allocation
      of the Advance Payment between the Bridge Payment and the
      Reuters Payment are authorized, ratified and approved;

   -- Winterthur will make an advance payment of $4,500,000 in
      respect of allowed claims to be paid to the Debtors and
      Reuters;

   -- The Bridge Payment to be made by the Insurance Company
      shall be free and clear of any liens, encumbrances,
      interests and claims of Reuters.  The Reuters Payment made
      by the Insurance Company shall also be free and clear of
      any liens, claims and interests of the Debtors and their
      parties in interest;

   -- The Bridge Payment shall be received and held in escrow
      by the Debtors for the benefit of all entities having an
      interest in the proceeds.  The Debtors shall distribute
      the payment in accordance with the distribution procedures
      established in their Second Amended Joint Plan of
      Liquidation.  All entities having an interest in the
      proceeds from the Insurance Policy under the Bridge
      Payment shall only be entitled to pursue and enforce their
      interests against the Bridge Payment under the terms of
      the Plan;

   -- Payment by the Insurance Company of the Advance Payment
      shall not constitute a final settlement of the claims; and

   -- Winterthur reserves their right to set off, against future
      payment obligations related to the claims under the
      Insurance Policy, all or any portion of the Advance
      Payment to the extent that any entity, other than the
      Debtors or Reuters, claims to be insured or entitled to a
      portion of the Advance Payment. (Bridge Bankruptcy News,
      Issue No. 30; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)   


BRIGGS & STRATTON: Weak Credit Measures Spur S&P to Cut Rating
--------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on air-
cooled gasoline engine maker Briggs & Stratton Corp. to double-
'B'-plus from triple-'B'-minus, and removed all ratings from
CreditWatch where they had been placed on April 18, 2002. At the
same time, Standard & Poor's lowered its senior unsecured debt
and bank loan ratings, also to double-'B'-plus from triple-'B'-
minus. The downgrade reflects the company's weaker than expected
credit measures following its 2001 acquisition of Generac
Portable Products Inc.

"Despite some expected improvement in the company's fourth
fiscal quarter, Standard & Poor's remains concerned that Briggs
& Stratton's financial performance and credit protection
measures will not recover to or be sustained at levels
appropriate for a low investment grade rating over the medium
term," said Standard & Poor's credit analyst Jean C. Stout. This
concern, Standard & Poor's said, is also due to the increased
volatility of engine volume growth and the impact of economic
and weather conditions on Briggs & Stratton's products, combined
with existing high leverage.

The outlook for the Wauwatosa, Wisconsin-based Briggs & Stratton
is stable. The company had about $635 million of total debt
outstanding as of March 31, 2002.

The acquisition of Generac, which makes generators and pressure
washers, provided Briggs & Stratton with two new product lines,
as well as entry into the consumer end product market. However,
the acquisition significantly increased the company's leverage
and added volatility to Briggs & Stratton's business profile,
because the purchase of generators and pressure washers are
somewhat discretionary.

Briggs & Stratton is the world's largest producer of air-cooled
gasoline engines, products used primarily for the mass
merchandized lawn and garden power equipment. This factor is
offset by the mature and competitive nature of the company's end
markets, the high degree of seasonality in its business, and its
weakened financial profile following the acquisition of Generac.

The company's market share continues to be strong, with an
estimated 50% share of the worldwide market for three to 25
horsepower (hp) engines, and the inclusion of its engines in
more than 50% of all residential lawn mowers in North America.



BURBANK AERONAUTICAL: Will Offer Assets for Sale by June 12
-----------------------------------------------------------
            DAVID A. GILL, CHAPTER 7 BANKRUPTCY TRUSTEE
                FOR THE LIQUIDATION OF THE ASSETS OF
                 BURBANK AERONAUTICAL CORPORATION II

Will offer certain STAGE 3 HUSH KIT MANUFACTURING ASSETS for
sale on or about June 12, 2002 at 11:00 a.m. at the United
States Bankruptcy Court, 255 East Temple Street, Courtroom 1368,
Los Angeles, California 90012.  The property consists of:

   * two substantially completed Stage 3 hush kits for Boeing
     707-300 aircraft,

   * spare parts for Stage 3 hush kits for Douglas DC8-62/63
     aircraft,

   * associated tooling and engineering and manufacturing
     equipment, and

   * rights to intangibles associated therewith.

The sale is as is, where is, without warranty, including any
warranty that the assets are fit for the purpose intended. The
Trustee will warrant title and the sale shall be free and clear
of liens and encumbrances. A detailed inventory of the tangible
personal property is available. The inventory and the terms of
sale and arrangements for inspection at the plant site may be
obtained by contacting: Steven J. Schwartz, Esq. of Danning,
Gill, Diamond & Kollitz, LLP, 2029 Century Park East, 3rd Floor,
Los Angeles, California 90067-2904. Tel. 310-277-0077. The
Trustee reserves the right to charge actual costs of postage and
copying.  


BURLINGTON: Court Okays Amended $125MM DIP Credit Agreement
-----------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
the Court's authority to:

   (i) enter into a second amendment to the Revolving Credit and
       Guaranty Agreement; and

  (ii) in connection with the amendment, pay certain fees to
       JPMorgan Chase Bank, as agent under the Credit Agreement,
       and to each financial institution that is a party to the
       Credit Agreement and who timely executed and delivered to
       the Agent a counterpart of the Amendment.

In particular, the parties have agreed to reset the Debtors'
covenant levels to reflect the operational changes announced by
the Debtors and their ensuing impact on the Debtors' businesses
for the duration of the Credit Agreement.

The principal terms of the Amendment are:

   (a) EBITDA Covenant

       the Agent and the Banks have agreed to adjust the EBITDA
       targets of the Credit Agreement as:

         12 Months Ending                        EBITDA
         ----------------                        ------
          July, 2002                          $(22,000,000)
          August, 2002                        $(26,000,000)
          September, 2002                     $(23,000,000)
          October, 2002                       $(22,000,000)
          November, 2002                      $(11,000,000)
          December, 2002                       $(4,000,000)
          January, 2003                         $7,000,000
          February, 2003                       $12,000,000
          March, 2003                          $21,000,000
          April, 2003                          $31,000,000
          May, 2003                            $41,000,000
          June, 2003                           $53,000,000
          July, 2003                           $63,000,000
          August, 2003                         $69,000,000
          September, 2003                      $75,000,000
          October, 2003                        $78,000,000
          November, 2003                       $79,000,000

   (b) Effectiveness of Amendment

       the Amendment is effective upon the execution of the
       Amendment by the Borrower, the Guarantors, the required
       Banks and the Agent.  The effect of the Amendment
       terminates if:

         -- on or before May 7, 2002, the Court has not entered
            an order authorizing the terms of the Amendment and
            the payment of the fees; and

         -- such fees are not paid within one business day after
            the entry of the Amendment Order.

   (c) Amendment Fee

       in consideration for the Bank's entry into the
       Amendment, the Debtors agree to pay to the Agent, for
       the respective account of each Bank that executed and
       delivered to the Agent a counterpart of the Amendment,
       an amendment fee in an amount equal to .15% of the
       commitment of such Bank. Accordingly, since the
       aggregate commitment of all of the Banks is
       $190,000,000, the maximum amount of the amendment
       fee is $285,000.

   (d) Structuring Fee

       in consideration of the Agent's agreement to structure
       the Amendment, the Debtors will pay to the Agent, for
       its own account, a structuring fee equal to $237,000.
       (Burlington Bankruptcy News, Issue No. 13; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)   

Burlington Industries' 7.25% bonds due 2027 (BRLG27USR1),
DebtTraders reports, are quoted at a price of 16. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG27USR1
for real-time bond pricing.


CP KELCO: S&P Revises Outlook on B+ Ratings to Neg. from Stable
---------------------------------------------------------------
Standard & Poor's revised its outlook on CP Kelco ApS to
negative from stable, citing concerns about the hydrocolloid
manufacturer's recent operating performance. At the same time,
Standard & Poor's affirmed its single-'B'-plus corporate credit
and senior secured bank loan ratings on the company. CP Kelco,
based in Wilmington, Del., is a manufacturer of naturally
derived hydrocolloids and has about $675 million of debt
outstanding.

"The outlook revision reflects concerns surrounding CP Kelco's
recent operating performance, which continues to perform below
expectations as a result of sustained weakness in oilfield
sales, lost customer accounts, and inventory reductions at key
customers in the U.S. and Japan," said Standard & Poor's credit
analyst Franco DiMartino. These issues have forestalled
improvement to the firm's already subpar credit statistics, and
indicate that the improvements necessary to support the current
ratings could take longer than previously anticipated.

The ratings on CP Kelco reflect a below-average business
position and a very aggressive financial profile.

CP Kelco is a leading producer of hydrocolloids, which are used
as thickeners, suspension agents, texturizers, binders, and
stabilizers in an array of industrial applications. The firm's
main products--xanthan, pectin, and carrageenan gums--benefit
from the relative stability associated with value-added
products, consistent demand, and strong applications technology.
Good growth prospects and significant barriers to entry offset
the limited size of these niche markets. Growth is supported by
favorable and long-standing trends, including: an increased
demand for processed foods with longer shelf life; improving
standards of living in developing economies; heightened
nutritional awareness among consumers; and the ongoing
development of innovative products that deliver performance to
food and industrial companies worldwide.

Credit quality reflects good diversity across geographic lines
and a broad customer base. CP Kelco also benefits from the
relative pricing stability among its raw materials; seaweed,
citrus peel, and corn syrup. Prices for these products tend to
vary to a lesser degree than the raw materials associated with
other parts of the chemical sector, and the company has
demonstrated an ability to maintain attractive margins despite
short-term price fluctuations. Competition in these businesses
includes other well-established participants but tends to be
concentrated among a few global companies and regional niche
players. Barriers to entry are fortified by a level of
technological complexity associated with manufacturing, higher
capital intensity, and the strength of customer relationships
(particularly for higher-value-added applications).

CP Kelco remains highly leveraged with total debt (adjusted to
capitalize operating leases) to EBITDA near 7 times.
Accordingly, management is expected to apply free cash from
operations to debt reduction so that the key ratio of funds from
operations to total debt, currently about 7%, will be improved
and maintained in the 10%-15% range throughout the business
cycle. While the cash balance has declined to $9 million at
March 31, 2002, the financial profile is aided by satisfactory
availability under the revolving credit facility and the
deferral of cash interest on the company's 11.875% notes held by
Lehman Brothers until 2005.

Ratings could be lowered if challenging operating conditions
further delay improvement to the financial profile. Current
ratings anticipate that management will take the steps necessary
to preserve the company's liquidity position, as measured by
cash balances and availability under the committed bank
facility, until business conditions improve.


CONTOUR ENERGY: Receives Acceleration Notice of 14% Senior Notes
----------------------------------------------------------------
Contour Energy Co. said that the trustee for its 14% senior
secured notes has sent a notice of acceleration of that debt to
the Company. Although the Company has paid in full all
obligations due to date under the Senior Notes, because interest
due on its 10-3/8% senior subordinated notes was not paid timely
pending restructuring discussions, a cross default has occurred
under the Senior Notes. Negotiations to forestall acceleration
of the debt by holders of the Senior Notes were unsuccessful.
The acceleration notice is a demand for immediate and full
payment of principal of $105 million plus accrued interest on
the Senior Notes.

Since the Company does not currently have sufficient funds to
pay in full the Senior Notes, the trustee of the Senior Notes
may attempt to pursue collection by filing a lawsuit or
foreclosing upon collateral. The acceleration of the Senior
Notes by the trustee makes the filing of a bankruptcy petition
by the Company likely.

The Company continues to hold discussions with the principal
holders of its 10-3/8% senior subordinated notes to effect a
conversion of that debt into substantially all the equity of the
Company. While the Company does not expect acceleration of the
Senior Notes or the filing of a bankruptcy case to adversely
affect the restructuring discussions, there can be no assurance
of a successful outcome.

Contour Energy Co. is engaged in the exploration, development,
acquisition and production of natural gas and oil.

Contour Energy Co. common stock is traded on the OTC Bulletin
Board under the symbol CONC.


COVANTA ENERGY: Court Okays Auctioneers Assoc. to Sell Assets
-------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates sought and
obtained Judge Blackshear's approval to employ Auctioneer
Associates effective April 22, 2002 to sell the Debtors' trade
fixtures and equipment located at the closed restaurant --
Wilderness Grill.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that the sale of the auction is in
connection with the Debtors' decision to close the Wilderness
Grill.  Since the restaurant assets will be of no further use to
them, the Debtors believe that selling them immediately will
eliminate:

    (a) the depreciation of the Assets' value; and

    (b) the cost to store and secure the Assets.

Ms. Buell says that engaging an experienced auctioneer would
maximize the value of the Assets.  Accordingly, the Debtors
believe that Auctioneer Associates is best qualified to provide
the services.

Auctioneer Associates has already conducted more than 150
auctions.  Because of this experience, Auctioneer is well-versed
with the requirements on advertising, providing notice and
carrying out a bankruptcy auction and holds the necessary bonds
and licenses required to conduct the auction.  Moreover,
Auctioneer Associates is based in Miami, Florida where the Sale
will take place.

Gerald H. Greenberg, the owner of Auctioneer Associates, informs
the Court of their plans to:

    (a) remove the Assets from the Wilderness Grill and store
        them in a place to be mutually agreed with the Debtors;

    (b) advertise the Sale and the Assets pursuant to Local Rule
        6004-1(h);

    (c) set-up the auction location;

    (d) conduct the auction of Assets pursuant to Local Rule
        6004-1(c), on a date and at a place to be mutually
        agreed upon with the Debtors;

    (e) coordinate the removal of any Assets sold at the auction
        location with the buyer or buyers;

    (g) be compensated for the Sale, comprising of:

        -- a commission, calculated after the Sale is completed
           and based upon the aggregate sale proceeds generated
           by the Sale equal to the sum of:

           (1) a flat fee of $5,000 for gross proceeds of up to
               $50,000; plus

           (2) 8% of any Gross Proceeds in excess of $50,000 but
               not more than $75,000; plus

           (3) 6% of any gross proceeds in excess of $75,000 but
               not more than $100,000; plus

           (4) 4% of any Gross Proceeds in excess of $100,000
               but not more than $150,000; plus

           (5) 2% of any gross proceeds of sale in excess of
               $150,000;

        -- reimbursement of all expenses incurred in connection
           with the Sale, including but not limited to
           advertising, labor, travel and security pursuant to
           Local Rule 6005-1(b)(2);

        -- reimbursement for reasonable and necessary expenses
           related to the removal and storage of the Assets
           prior to the Sale;

    (g) deduct its commission and expenses from the Gross
        Proceeds without further Court approval and will forward
        all remaining amounts within five days by certified
        check to Covanta Energy Corporation, 40 Lane Road,
        Fairfield, NJ 07007-2615, Attention: Louis Walters;

    (h) within 20 days after any auction of the Assets:

        -- file with the Court a detailed written accounting of
           Assets sold at such auction pursuant to Local Rule
           6004-1(f); and

        -- attach an affidavit to the written accounting of the
           sale pursuant to Local Rule 6004-1(g).

Mr. Greenberg assures the Court that Auctioneer Associates does
not have any other form of compensation in connection with the
Debtors' Chapter 11 cases.  The compensation, Ms. Buell says,
will be considered an administrative expense of the Debtors.

Mr. Greenberg continues that neither Auctioneer Associates nor
any of its employees:

    (a) have any connection with any of the Debtors, their
        creditors, equity security holders or any other parties
        in interest in any matters relating to the Debtors or
        their estates, or their respective attorneys and
        accountants,

    (b) are "disinterested persons" as defined in Section
        101(14) of the Bankruptcy Code, as modified by Section
        1107(b) of the Bankruptcy Code, or

    (c) hold or represent any interest adverse to the Debtors or
        their estates.

                     The Auction Procedures

Upon the approval of the Debtor, the Assets scheduled to be sold
at the auction will be divided by Auctioneer Associates into two
categories:

    (a) Large Assets:  kitchen equipment, fryers, ice machines,
        oven storage equipment an the stereo system; and

    (b) Small Assets:  tropical salt-water fish, kitchen
        utensils, tables and chairs.

Ms. Buell discloses that any party wishing to bid for the Assets
will be required to register with Auctioneer Associates on the
day of the Sale upon making a cash deposit of $500 and shall
comply with the terms of the Sale.

Upon conclusion of the auction, Ms. Buell says, the successful
bidder shall pay in full by cash, certified funds or check with
a letter from the bank guaranteeing the amount of the check.

Judge Blackshear declares the Sale to be fee and clear of all
claims, liens, encumbrances and security interest.  Auctioneer
Associates will then provide the Bills of Sale to the Purchaser,
which shall be deemed sufficient evidence of transfer of title
by the Debtors to the Purchaser.

The Debtors intend to sell the Assets "as is, where is", and
makes no warranties to their condition, merchantability or
fitness for any purpose.  The Purchaser will shoulder the cost,
liability and risk of removing the Assets upon presentation of
the original bill of sale. (Covanta Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CUSTOM FOOD: Court to Consider Plan Confirmation on July 17
-----------------------------------------------------------
                 UNITED STATES BANKRUPTCY COURT
                 CENTRAL DISTRICT OF CALIFORNIA
                       LOS ANGELES DIVISION

IN RE:                            ) CASE NOS LA 01-12830 VZ;
                                  )          LA 01-12832 VZ;
CUSTOM FOOD PRODUCTS, INC.,       )          LA 02-13796 VZ
a California corporation, a/k/a   )
Best Western; Best Western        )
Foods; Best Western Foods Inc.;   )
Center of the Plate Foods, Inc.;  )
and Custom food Products of       )
Kentucky; CFP Holdings, Inc., a   )
Delaware Corporation.             )

  NOTICE OF HEARING ON DEBTORS' ORIGINAL DISCLOSURE STATEMENT
AND PLAN OF REORGANIZATION (DATED APRIL 10, 2002), AS AMENDED

   PLEASE TAKE NOTICE that on July 17, 2002 at 2:30 p.m. in
courtroom 1368, the Edward R. Roybal Federal Building, 255 East
Temple Street, Los Angeles, California 90012, the Court will
hold a hearing to consider confirmation of the Debtors' Original
Plan of Reorganization (Dated April 10, 2002), as amended.  This
hearing may be continued from time to time by announcing the
continuance in open court without further notice to parties in
interest.

   PLEASE TAKE FURTHER NOTICE that, if the Court enters an order
confirming the Plan, all claims and interest asserted against
the debtors in the above-captioned cases will be forever
discharged, and the terms of the Plan will be binding on all
parties in interest.  Any party wishing further information
regarding confirmation of the Plan, including deadlines for
filing objections to the Plan, must make a specific written
request to:  Klee, Tuchin, Bogdanoff & Stern LLP, Attn:  Shanda
D. Pearson, paralegal, 1880 Century Park East, Suite 200, Los
Angeles, California 90067.

                         DATED:  May 30, 2002

                         CUSTOM FOOD PRODUCTS, INC.;
                         CFP HOLDINGS, INCL; AND CFP GROUP, INC.


ELIZABETH ARDEN: Reports Improved First Quarter Fin'l Results
-------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ:RDEN), a leading manufacturer and
marketer of prestige beauty products, reported significantly
improved financial results for the first quarter of fiscal 2003
compared with the prior year quarter.

Net sales increased 14% to $140.3 million versus $122.8 million
for the comparable quarter of the prior year. The growth in net
sales resulted from expansion of the "open sell" program, the
addition of certain popular distribution brands, and sales
generated by new product launches, partially offset by reduced
sales associated with fewer prestige retail department store
doors. Gross profit increased 21% to $53.9 million, or a gross
margin of 38.4%, compared with $44.7 million, or a gross margin
of 36.4%, in the prior year period. The gross margin increased
as most of the high cost Elizabeth Arden inventory purchased
prior to the acquisition has been sold, although the benefit is
somewhat offset by sales mix changes. This inventory, which
reduced gross profit in fiscal 2002, no longer has a material
impact on the results of operations. Selling, general and
administrative expenses declined to $53.6 million, or 38% of net
sales for the quarter, as compared with $54.7 million, or 45% of
net sales, for the first quarter of fiscal 2002. The improvement
reflects the restructuring of certain operations and the
reduction in U.S. employee headcount announced last year,
partially offset by higher costs associated with increased
sales.

EBITDA (earnings before interest, taxes, depreciation, and
amortization) for the quarter was $275,000, slightly higher than
the guidance previously provided by the Company, and
significantly higher than the EBITDA loss of $10 million in the
first quarter of fiscal 2002. The Company's net loss
attributable to common shareholders of $10.8 million for the
quarter was an improvement over a net loss attributable to
common shareholders of $19.0 million for the first quarter of
fiscal 2002 and also exceeded analysts' consensus of a loss of
$.90 per share.

As of April 27, 2002, inventories of $194.1 million were 16%
below the prior year level of $232.0 million. Short-term
borrowings totaled $64.6 million at the end of the quarter under
the Company's $175 million bank revolving credit facility.

E. Scott Beattie, Chairman, President and Chief Executive
Officer of Elizabeth Arden, Inc., commented, "During the first
quarter our performance was on target in most areas of our
business and our overall earnings exceeded our expectations. The
significant improvement as compared with the first quarter of
last year reflects the success of our integration and
restructuring initiatives.

"We are pleased to report that we were named JCPenney vendor of
the year for the fourth year in a row. In addition, during the
quarter we expanded the roll-out of the 'open sell' program to
significantly more stores. Although it is premature to assess
the full impact, we are excited about the prospects for this
expanded 'open sell' program."

Mr. Beattie continued, "The next several months mark the
beginning of many of the exciting new marketing initiatives we
have planned. This month our image advertising campaign, "Open
for beauty" will begin to feature Catherine Zeta-Jones as our
new global spokesperson, and this summer we will launch our new
Arden fragrance, 'ardenbeauty'. Our new color cosmetics line was
recently introduced in international markets, and the expansion
of the Ceramide brand is currently underway. Finally, this fall
we will introduce a new Elizabeth Taylor fragrance, 'Forever
Elizabeth'. While it is too early to gauge the success of these
initiatives, we have generated considerable positive response
from our selective distribution customers, as well as the trade
press."

                   Accounting Pronouncements

The Company separately announced today that during the first
quarter it adopted Emerging Issues Task Force Issue No. 01-09,
relating to the classification of sales incentives and
promotional activities. This pronouncement does not affect
EBITDA or reported earnings, but reduces reported sales and
gross profit with an offsetting reduction in selling, general
and administrative expenses. The reported first quarter 2003
results reflect the new classifications and the Company has
provided reclassified results for fiscal 2002, facilitating
year-to-year comparisons. Excluding the effects of this
pronouncement on first quarter results, the Company would have
net sales of $153.6 million and gross profit of $76.6 million,
for a gross margin of 50%, all consistent with previously
provided guidance.

During the first quarter, the Company also adopted FAS 141,
relating to business combinations and FAS 142, relating to
goodwill and other intangible assets. As a result of the
implementation of FAS 142, the Elizabeth Arden trademarks were
determined to be an indefinite-lived asset and will no longer be
amortized. Consequently, depreciation and amortization for the
first quarter declined to $5.4 million from $7.4 million for the
first quarter of fiscal 2002.

                        Future Outlook

The Company previously provided estimated net sales for fiscal
2003 of $800 million to $840 million with a gross margin of 50%
to 52% and EBITDA of $95 million to $105 million. Including the
effect of the aforementioned reclassifications due to the
accounting pronouncements, annual net sales are estimated to be
$735 million to $775 million with a gross margin of 42% to 44%.
For the second quarter, previously provided sales estimates of
$130 million to $140 million are adjusted to $118 million and
$128 million, including the effects of the reclassifications.
The reclassifications have no impact on EBITDA and the Company
reiterates its previous guidance for estimated EBITDA of a $5
million loss to breakeven for the second quarter and EBITDA of
$95 million to $105 million for the full year.

Mr. Beattie concluded, "While the economic and retail
environment continues to be somewhat uncertain, our outlook for
the year has not changed. We are optimistic about the prospects
for our new products and brand building campaign and remain
confident in our ability to achieve the financial targets we
have set for the year."

As reported in the April 15, 2002 edition of Troubled Company
Reporter, Standard & Poor's downgraded Elizabeth Arden's Senior
Unsecured Rating to CCC+.


ENRON CORP: Court Okays Hilder as Sherron Watkin's Counsel
----------------------------------------------------------
Pursuant to Sections 105(a), 327(e), and 363(b)(1) of the
Bankruptcy Code and the Court's March 29th Swidler Order, Judge
Gonzalez authorizes Enron Corporation and its debtor-affiliates
to retain and employ Hilder as counsel for Sherron S. Watkins in
connection with, and through the completion of, the government
investigations relating to the Debtors, nunc pro tunc to
December 10, 2001, for as long as Ms. Watkins is only a witness
in connection with the investigations.

Hilder's invoice for the period December 10, 2001 through April
6, 2002 shall constitute as Hilder's fee statement for the
periods through May 14, 2002.  Judge Gonzalez directs Hilder to
submit statements for fees and expenses incurred after May 14,
2002 and quarterly fee applications in compliance with the
Bankruptcy Code, applicable Federal Rules of Bankruptcy
Procedure, Court's orders, etc.

Judge Gonzalez further orders the Debtors to immediately pay 80%
of Hilder's billed fees through May 14, 2002 -- $207,572 -- and
all of its billed expenses incurred through May 14, 2002 --
$15,300. (Enron Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: AT&T Sells $3.7MM Claim to Contrarian Capital Trade
---------------------------------------------------------------
Contrarian Capital Trade Claims LP notifies the Court that AT&T
has "absolutely and unconditionally" sold, transferred and
assigned its general unsecured claim in the principal amount of
$3,774,938 against Enron Corporation.  Contrarian does not
disclose the purchase price. (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.


EXIDE TECHNOLOGIES: Earns Approval to Hire BMC as Claims Agent
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained Court
authority to employ and retain Bankruptcy Management Corporation
(BMC) as the Notice, Claims and Balloting Agent pursuant to 28
U.S.C. Section 156(c).

BMC will act as the Notice, Claims and Balloting Agent in these
cases. In this position, BMC will maintain the list of the
Debtors' creditors. BMC will serve the required notices in the
Chapter 11 cases and will prepare the related certificate or
affidavit of service. BMC will also  assist the Debtors in the
preparation of the Schedules of Assets  and Liabilities and
Statement of Financial Affairs, reconciliation and resolution of
claims, balloting and other administrative services as may be
required by the Court or Debtors. Additionally, BMC will receive
and docket claims reflecting in sequential order the claims
filed in the Chapter 11 Cases, specifying:

A. the claim number;

B. the date such claim was received by BMC or the Clerk's
   Office;

C. the name and address of the claimant and the agent, if any,
   that filed such a proof of claim;

D. the amount of the claim; and

E. the classification of such claim (e.g., secured, unsecured,
   priority, etc.) according to the proof of claim.

BMC will also provide the Debtors with claims management
consulting and computer services. The Debtors also may use BMC
to provide the Debtors with training and consulting support
necessary to enable the Debtors to effectively manage and
reconcile claims, and to provide the requisite notices of the
deadlines for filing proofs of claim. In addition, the Debtors
may utilize other services offered by BMC, such as:

A. providing other notices that will be required as the Chapter
   11 cases progress;

B. tabulating acceptances and/or rejections to the Debtors' plan
   of reorganization;

C. providing such other administrative services that may be
   requested by the Debtors; and

D. to assist in the preparation of the Debtors' schedules and
   statements of affairs.

Sean Allen, President of BMC, informs the Court that the Debtors
paid BMC a $10,000.00 retainer, which will be applied to BMC's
final billing to the Debtors. BMC's fee schedule for the
engagement are:

      Consulting Services            $125-$275/hour
      Case Support Services          $ 75-$175/hour
      Technology Services            $ 90-$175/hour
      Information Services           $ 45-$ 85/hour
(Exide Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Exide Technologies' 10% bonds due 2005
(EXIDE2) are trading at about 14.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2for  
real-time bond pricing.


FARMLAND: S&P Drops Credit Rating to D Following Chap. 11 Filing
----------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on agricultural cooperative Farmland Industries Inc. to 'D' from
single-'B'-minus. The downgrade follows Farmland's filing for
bankruptcy protection under Chapter 11 of U.S. Bankruptcy Code
on May 31, 2002.

The rating is removed from CreditWatch where it was placed on
April 24, 2002. The Kansas City, Missouri-based company has
about $1.9 billion in debt, as of February. 27, 2002.

The cooperative did not make the $10 million debt repayment
under its $500 million senior secured bank credit facility,
which was due on May 31, 2002. In addition, the firm was not
able to comply with several of the financial covenants related
to cash reserves under the bank facility for the quarter ended
May 31, 2002.

Several of Farmland's subsidiaries or related entities, which
are either owned or partially owned by the cooperative, were not
include in the bankruptcy filing. These entities are: Farmland
National Beef Packing Co., a joint venture with U.S. Premium
Beef; Agriliance, a fertilizer marketing joint venture with CHS
Cooperative and Land O'Lakes Inc.; ADM-Farmland, a grain
marketing company; and Land O'Lakes Farmland Feed LLC, an animal
feed joint venture with Land O'Lakes Inc.

Farmland Industries is one of the largest agricultural
cooperatives in North America with about 600,000 members. The
firm operates in three principal business segments: fertilizer
production; pork processing, packing, and marketing; and beef
processing, packing, and marketing. The company also engages in
petroleum refining, feed manufacturing, and grain origination
and merchandising through its joint venture with Archer Daniels
Midland Co.


FORMICA CORP: Gets Open-Ended Lease Decision Period Extension
-------------------------------------------------------------
Formica Corporation and its debtor-affiliates sought and
obtained an open-ended extension of their Lease Decision Period
from the U.S. Bankruptcy Court for the Southern District of New
York.  The Court gives the Debtors until the confirmation of
their chapter 11 Plan to elect whether to assume, assume and
assign, or reject unexpired nonresidential real property leases.

The Court clarifies that this extension is without prejudice to
the right of the Debtors' lessors to file an appropriate
application for a reduction of time.  The Debtors must continue
to timely pay all of their postpetition lease obligations.  

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

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


GMX RESOURCES: Reaches Agreement to Resolve Dispute with Nabors
---------------------------------------------------------------
Ken L. Kenworthy, Sr., Executive Vice President of
GMX Resources Inc. (Nasdaq: GMXR; Warrants: GMXRW, GMXRZ) -- Web
site: http://www.GMXRESOURCES.com-- announced that the Company  
has reached an agreement to settle its dispute with Nabors
Drilling USA, a wholly-owned subsidiary of Nabors Industries
(Amex: NBR).  Pursuant to the terms of the agreement, GMX will
pay outstanding invoices and accrued interest of approximately
$900,000 immediately.  Upon receipt of the payment, Nabors will
release all of the liens filed against the Company's new wells.  
The Company has also agreed to pay Nabors $3 million to
terminate the original contract, on or before October 15, 2002.  
Once paid, both sides will drop their respective lawsuits.

Funding for the initial payment is being provided by a $2.5
million advance under the Company's bank credit facility.  The
remaining portion of the advance will be used to pay vendor
accounts payable.  The release of the liens eliminates an event
of default under the credit facility.  As a condition to the
additional advance, the interest rate on the credit facility is
being increased by 1% to prime plus 1%.  Funding for the balance
of the required payment to Nabors is expected to be provided
from the Company's planned property sales which have been
previously announced.  The property sales are also expected to
provide additional working capital as well as funds to resume
limited drilling operations to restore growth in production,
reserves, income and cash flow.

The Company has received several indications of interest for
purchase of its East Texas properties and expects to be
evaluating preliminary purchase offers in the next few weeks.  
While the Company originally indicated an intent to sell up to a
one-third interest in these properties, some prospective buyers
have indicated an interest in acquiring all of the properties.  
The Company intends to evaluate all of the proposals carefully
to determine the best alternative to enhance shareholder value,
which could possibly include a sale of the entire Company.

Ken L. Kenworthy, Jr., President, Chairman and CEO of GMX had
the following comment, "Our immediate liquidity issues have now
been addressed and the elimination of the uncertainty associated
with this dispute allows us to focus on our divestiture plans in
Kansas and East Texas.  We are confident these sales will yield
sufficient funds to pay the remaining amount due to Nabors."

GMX Resources Inc. is an independent oil & gas exploration and
production company headquartered in Oklahoma City, Oklahoma.  
GMX has production and properties in the Sabine Uplift of the
East Texas Basin of Texas and Louisiana, the Tatum Basin on the
western edge of the Permian Basin in southeastern New Mexico,
and the Sedgwick and Hugoton Basins in Kansas.  The Company
operates 90% of the 152 wells in which it owns interests.  The
Company currently has leased in the East Texas Basin 17,000 net
acres containing over 300 potential drilling locations in the
GMX inventory.

GMX's strategy is to continue to create additional value from
its existing property base by drilling proved undeveloped oil
and gas reserves and to significantly add to its reserve
position through development, exploitation and acquisitions of
additional producing oil and gas properties that would be
immediately accretive to earnings and would enlarge the
Company's existing core properties or create new core holdings.

GMX's goal is to continue to add value for its shareholders.

                         *   *   *

As reported in the April 25, 2002 edition of Troubled Company
Reporter, GMX Resources said, "Management had to make a
difficult decision late in 2001 to discontinue drilling and
terminate our take or pay drilling contract with Nabors
Drilling, when we were unsuccessful in our attempts at
renegotiation, this unavoidable decision created another
challenge which led to the noncompliance with our lender's
covenants.  The two current challenges are:

     *  Nabors drilling dispute
     *  Lender technical default

"GMX experienced a working capital shortfall at year end 2001 of
approximately $5.7 million before the reclassification of bank
debt as a current liability.  Payables exceeded current assets
during this period primarily due to low commodity prices
(December 2001 $2.04 per mmBtu, $15.28 per bbl), high costs of
drilling and completion services associated with our aggressive
drilling program, and less than expected production levels from
new wells.  To offset this shortfall, in the 1st quarter of
2002, GMX drew on its unused, approved line of credit from its
primary lender in the amount of $3.7 million.  At March 31 the
net working capital shortfall is approximately $2 million.  As
of December 31, 2001, and March 31, 2002 GMX was not in
compliance with the positive working capital covenant included
in the credit facility with its primary lender."


GALEY & LORD: Has Until August 19 to Decide on Unexpired Leases
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Galey & Lord, Inc. and its debtor-affiliates
obtained an extension of their lease decision period.  The Court
gives the Debtors until August 19, 2002 to elect whether to
assume, assume and assign, or reject unexpired nonresidential
real property leases.

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.

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


GLOBAL CROSSING: Court OKs Chanin Capital as Committee's Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Global Crossing
Ltd. and its debtor-affiliates, obtained Court approval to
employ of Chanin Capital Partners L.L.C., as financial advisor
to the Committee, nunc pro tunc to February 12, 2002.

Subject to the direction of the Committee and further order of
this Court, the professional financial advisory services to be
rendered by Chanin to the Committee include:

A. Analysis of the Debtors' operations, business strategy, and
   competition in each of its relevant markets as well as an
   analysis of the industry dynamics affecting the Debtor;

B. Analysis of the Debtors' financial condition, business plans,
   capital spending budgets, operating forecasts, management,
   and the prospects for its future performance;

C. Financial valuation of the ongoing operations and/or assets
   of the Debtors;

D. Assisting the Committee in developing, evaluating,
   structuring, negotiating, and implementing the terms and
   conditions of a restructuring transaction;

E. Providing expert testimony as directed by counsel to the
   Committee; and

F. Providing the Committee with other and further financial
   advisory services with respect to the Debtors and a
   restructuring transaction as may be requested by the
   Committee and agreed to by Chanin.

Subject to the approval of this Court, the Engagement Letter
provides that Chanin be paid a fee of $200,000 per month as a
flat fee for services rendered. In addition to the Monthly Fee,
the Engagement Letter provides that Chanin be paid a deferred
fee of 1.0% of the gross value of all consideration received by
the Debtors' creditors.  This is excluding claims of creditors
resulting from the Debtors' credit facility and capital leases,
pursuant to a Restructuring Transaction, including but not
limited to, cash, the principal amount of debt securities, the
liquidation preference of preferred securities, the value of
equity securities as specified in the approved disclosure
statement in respect of any confirmed Chapter 11 plan of the
Debtor, litigation recoveries and any other assets (valued at
the fair market value at the date such assets or recoveries are
distributed), as well as the principal or stated amount of value
of any defined creditors obligations directly or indirectly
assumed, acquired or otherwise repaid in connection with a
Restructuring Transaction. Moreover, the Engagement Letter
provides that the Deferred Fee be payable to Chanin in cash on
the effective date of a Restructuring Transaction and will be
reduced by an amount equal to 100% of the Monthly Fee.

In addition, pursuant to the provisions of the Bankruptcy Code,
the Bankruptcy Rules, and the Local Rules, the Committee
proposes that Chanin be reimbursed for its reasonable out-of-
pocket expenses, including, without limitation, all reasonable
travel expenses, computer and research charges, attorneys fees
(provided that such attorney fees do not exceed $50,000 without
the Committee's prior consent), messenger services, long-
distance telephone calls and other customary expenses. (Global
Crossing Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GREYHOUND LINES: S&P Affirms CC Rating Following Parent's Filing
----------------------------------------------------------------
Standard & Poor's affirmed its double-'C' corporate credit and
senior unsecured debt ratings on Greyhound Lines Inc. and
removed them from CreditWatch, where they were placed May 16,
2000. The rating action reflects the intercity bus company's
servicing of its debt obligations after its parent filed for
bankruptcy protection. Approximately $150 million of rated debt
is affected. The outlook is developing.

"Greyhound has continued to service its debt obligations since
its parent Laidlaw Inc.'s Chapter 11 bankruptcy filing in June
2001, which Greyhound was not included in, and that trend is
expected to continue," said Standard & Poor's credit analyst
Betsy Snyder. If Laidlaw's reorganization is successful, ratings
on Greyhound could be raised; alternatively, if Laidlaw does
bring Greyhound into its bankruptcy proceedings, causing
Greyhound to default on its own obligations, ratings would be
lowered to 'D'.

Ratings reflect Greyhound's ownership by Laidlaw, which is
currently involved in Chapter 11 bankruptcy proceedings, and its
participation in a highly competitive market. Laidlaw filed for
Chapter 11 in June 2001 and thus far Greyhound has not been
included in that proceeding, continuing to service its debt
obligations and maintaining access to independent financing
sources for its capital spending needs. Greyhound is, by far,
the nation's largest intercity bus company, providing service to
more than 2,600 destinations with a fleet of approximately 2,900
buses. However, Greyhound competes with airlines offering low
fares, automobile travel and, in certain markets, regional bus
lines and trains, a trend expected to continue. The company has
also been negatively impacted by reduced travel levels in
general after the events of Sept. 11, 2001.

Ratings could be raised if Laidlaw's reorganization is
successful; alternatively, ratings could be lowered if Laidlaw
includes Greyhound in its bankruptcy proceedings.


HARBISON-WALKER: Stay on Asbestos Claims Extended to July 16
------------------------------------------------------------
Halliburton Company (NYSE: HAL) has reached agreement with
Harbison-Walker Refractories Company and the Official Committee
of Asbestos Creditors in the Harbison-Walker bankruptcy to
consensually extend the period of the stay contained in the
Bankruptcy Court's temporary restraining order until
July 16, 2002.  The Committee also informed the court that
further 30-day extensions are anticipated as long as
negotiations proceed in a constructive manner.  The Court's
temporary restraining order, which was originally entered on
February 14, 2002, stays more than 200,000 pending asbestos
claims against Halliburton's subsidiary Dresser Industries, Inc.  
For more details on the stay entered by the Court on February
14, and extended on February 21 and April 4, Halliburton refers
to its earlier press releases of May 20, 2002, February 22, 2002
and February 14, 2002.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries.  The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments.  The
company's World Wide Web site can be accessed at
http://www.halliburton.com


HAYES LEMMERZ: IRS Seeks Bar Date for Proofs of Claim Extension
---------------------------------------------------------------
According to Christopher J. Kayser, Esq., Trial Attorney for the
U.S. Department of Justice in Washington D.C., the Internal
Revenue Service is currently conducting an audit of Hayes
Lemmerz International, Inc. and its debtor-affiliates' corporate
income tax returns for the years 1999 through 2001. Therefore,
the IRS will not be able to accurately estimate any potential
claims that may arise from the audit by the bar date presently
set for June 3, 2002. Initially, the IRS planned to complete its
audit by April 2004. Completing the audit at an earlier date
will depend greatly on the Debtors' cooperation with the IRS.
The IRS will, however, make its best efforts to complete its
audit, or at least accurately estimate its claims, within six
months.

By this motion, the United States Department of Justice requests
that the bar date for claims of the Internal Revenue Service be
extended until December 3, 2002. (Hayes Lemmerz Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HERCULES INC: S&P Affirms Low-B Ratings After $1.8BB Asset Sale
---------------------------------------------------------------
Standard & Poor's affirmed its double-'B' corporate credit and
senior secured debt ratings on specialty chemical company
Hercules Inc. and removed them from CreditWatch, where they were
placed on February 12, 2002, with positive implications. At the
same time, Standard & Poor's raised its rating on Hercules' $400
million senior unsecured notes due 2007 to double-'B'-minus from
single-'B'-plus. The rating actions follow the completion of
Hercules' sale of the Water Treatment business of its
BetzDearborn Division to GE Specialty Materials, a unit of
General Electric Co., for $1.8 billion in cash (after-tax
proceeds $1.665 billion). The outlook is positive.

Wilmington, Delaware-based Hercules has about $1.4 billion of
debt outstanding (including $623 million of hybrid preferred
securities).

"As anticipated, proceeds from the sale have been used to
substantially reduce debt, thereby improving Hercules' financial
profile and eliminating concerns about near-term debt maturities
and constrained liquidity due to financial covenant pressures,"
said Standard & Poor's credit analyst Kyle Loughlin. The
CreditWatch resolution also reflects Standard & Poor's view that
the transaction will largely complete management's proactive
strategic review of the business portfolio, thereby reducing
prospects for further M&A activity and rating uncertainty. The
ratings on the senior unsecured notes have been raised to one
notch below the corporate credit rating to reflect the note
holders' improved recovery prospects in a default scenario
following the reduction of a substantial portion of the secured
bank debt.

Hercules' current mix of businesses, while diminished, will
still constitute an average business profile. Hercules emerges
as a more focused specialty chemical company with positions in
four businesses; Aqualon, Pulp and Paper, FiberVisions, and
Rosin and Terpenes. Total annual revenue is expected to be
approximately $1.7 billion, ranking Hercules among the larger
specialty chemical companies in North America. The divestiture,
however, will heighten reliance on the remaining businesses and
increase exposure to the mature and cyclical pulp and paper
sector. Yet the paper chemicals business remains well positioned
for success throughout the cycle, due to Hercules' dominant
market share, breadth of specialty product offerings, and
considerable geographic diversity. Hercules retained the process
portion of the BetzDearborn business that serves the paper
industry, bolstering a leading position in paper chemicals. The
highly profitable Aqualon unit, a leading producer of water-
soluble polymers for coatings, personal care products, and
various other industrial markets, should benefit from increasing
environmental awareness, regulation favoring water-soluble
polymers, global-supply arrangements with customers, and the
increasing use of products in emerging markets. Value-added
products and services and strong customer relationships and
barriers to entry in both core businesses are buttressed by the
firm's well-established product development, sales, and
technical support capabilities. The balance of the firm's
operations consist of a smaller specialty rosin and terpenes
chemical business, the FiberVisions unit, that competes in the
highly competitive and more commodity-like fibers markets, and a
29% stake in a leading food and bio gums joint venture divested
during 2000.

Ratings are supported by recent debt reduction initiatives, good
operating prospects, and the expectation that adequate levels of
committed bank financing will remain available to underpin
financial flexibility. While these improvements were previously
factored into the financial profile, a somewhat higher rating
could be achieved over the next few years if cost reductions
succeed and business conditions improve.


HOLLYWOOD CASINO: Reduces Earnings Guidance Due to Tax Increase
---------------------------------------------------------------
Hollywood Casino(R) Corporation (Amex: HWD) is reducing its
earnings guidance for fiscal 2002 due to a bill recently passed
by the Illinois legislature that dramatically increases the
gaming and admission taxes for the Company's Aurora casino.  If
the bill is signed by the Governor and becomes law, the gaming
and admission tax rates will increase dramatically effective
July 1, 2002. Assuming that the new gaming tax rates were in
effect for the twelve months ended March 31, 2002, the Company
would have incurred approximately $16.5 million in additional
gaming and admission taxes.

The Company is conducting an extensive analysis of its Aurora
operations and is reviewing numerous options to reduce the
property's operating costs and increase its revenues.  Once it
has completed its business review, management intends to take
all necessary actions to partially offset the dramatic gaming
tax increase.

The Company is reducing its earnings guidance for 2002 to
approximately $100 million in EBITDA and $0.02 per share in pro
forma earnings before non-recurring items.  The Company's
previous earnings guidance for 2002 forecasted EBITDA of between
$110 million and $120 million and approximately $0.39 per share
in pro forma earnings before non-recurring items.  The reduction
in the Company's earnings guidance for 2002 is due entirely to
the increase in Illinois gaming and admission taxes.  The
earnings guidance also does not give effect to the anticipated
cost reductions and revenue enhancements that management will
implement at the Aurora casino.

"The gaming industry proposed a responsible and productive plan
to the Illinois state legislature that would have raised
significant additional tax revenues to partially fund the
state's expected budget shortfall.  Our plan would have created
additional jobs, infused immediate capital expenditure dollars
for new construction and, most importantly, afforded the state
with significantly higher tax revenues.  The legislature instead
chose a bill that is outrageous, irresponsible and sends a clear
message nationwide that the legislature has little regard for
companies that invest hundreds of millions of dollars, generate
over a half billion dollars in annual gaming tax revenues and
employ thousands of residents within the state of Illinois.  The
message of this shortsighted, egregious legislation was clearly
delivered to the public markets yesterday as the five public
gaming operators in the state of Illinois lost over $950 million
in shareholder value in a single day," commented Edward T. Pratt
III, Chairman and Chief Executive Officer.

Hollywood Casino Corporation owns and operates distinctive
Hollywood-themed casino entertainment facilities under the
service mark Hollywood Casino(R) in Aurora, Illinois; Tunica,
Mississippi and Shreveport, Louisiana.

                         *   *   *

As previously reported, on May 17, 2002, Standard & Poor's
revised its rating outlook on Hollywood Casino Corp. to positive
from stable. In addition, Standard & Poor's affirmed its single-
'B' corporate credit and senior secured debt ratings of
Hollywood Casino Corp.

The outlook revision reflects the improved performance at the
company's Aurora, Illinois and Shreveport, Louisiana facilities,
the steady operations in Tunica, Missouri, and Standard & Poor's
expectation that the positive momentum will continue in the near
term.

Ratings reflect Hollywood Casino Corp.'s narrow business focus,
high debt levels, and competitive market conditions. These
factors are offset by continued solid performance at each of the
company's properties, improving credit measures, and the
expectation that this trend will continue in the near term.


ISG RESOURCES: Improved Liquidity Prompts S&P's B- & CCC Ratings
----------------------------------------------------------------
Standard & Poor's affirmed its single-'B'-minus corporate
credit, single-'B' senior secured (bank loan), and triple-'C'
subordinated debt ratings on coal combustion product provider
ISG Resources Inc. and removed all ratings from CreditWatch,
citing improved financial performance and liquidity.

The ratings on the Salt Lake City, Utah-based company had been
placed on CreditWatch on May 1, 2001. The outlook is stable.

"The affirmation is based on ISG Resources' better liquidity and
operating results for the year ended December 31, 2001, and the
first quarter ended March 31, 2002," said Standard & Poor's
credit analyst Roman Szuper. Reduced losses and a more effective
asset utilization increased cash flow generation, with cash
balances of $14 million-$15 million at March 31. Although ISG
had no availability under its secured credit facility at March
31, cash balances are expecting to trend higher for the
remainder of 2002 and to be sufficient to meet debt service
obligations and operating needs. Credit protection measures are
thin but are appropriate for the ratings.

The ratings for ISG Resources reflect a relatively modest scale
of operations (revenues about $225 million and EBITDA of $30
million-$35 million) and a weak overall financial profile, which
more than offset the firm's major niche position in its market.
ISG Resources is the largest manager and marketer of coal
combustion products (CCPs) in North America, with about a 20%
share of marketed tonnage in a fragmented industry. CCPs are
recycled products used primarily in the construction materials
sector. The higher-value CCP is fly ash, used as a partial
replacement of cement in concrete ready-mixes; the company has
close to 50% share of that product. Fly ash has been gaining
acceptance in recent years due to its performance benefits and
environmental advantages over cement production, with growth
prospects enhanced by currently low penetration levels. ISG
Resources has a secure supply of CCPs through long-term
contracts with electric utilities.

ISG Resources' improving financial performance and liquidity,
coupled with an increasing demand for CCPs, should sustain the
current level of credit quality.


IT GROUP: Says Committee's Move to Appoint Trustee is "Moot"
------------------------------------------------------------
Gary A. Rubin, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP in Wilmington, Delaware, representing The IT Group, Inc.,
and its debtor-affiliates, asserts that the appointment of a
Chapter 11 trustee is moot in the light of the appointment of
the Examiner. The Committee's allegations that cause exists to
appoint a Chapter 11 trustee because "the record is replete of
evidence of the Debtors' failure to assume its fiduciary duties"
and that the Debtors have failed to implement any meaningful
cost-cutting measures to maximize the value of the estates for
creditors are not true. The Debtors have implemented cost-
cutting measures by, inter alia, filing motions to reject
various projects including all related subcontracts and filing
motions to reject various personal and nonresidential real
property leases. As recognized by the Examiner, the Debtors
recently reduced personnel costs by terminating approximately
464 employees. The Debtors have also pursued other alternatives
to the Shaw Sale.

Furthermore, the committee's contention that the Debtors'
current CEO, Dr. Francis Harvey, is unqualified to manage the
Debtors' operations are not true. Mr. Rubin informs the Court
that Dr. Harvey is highly qualified and has worked closely with
the Debtors' management team and professionals to lead the
Debtors through this Chapter 11 process by, among other things,
maintaining employee morale to reduce the turnover of employees
and creating and implementing cost saving measures. (IT Group
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


J. CREW: S&P Lowers Rating to B- Over Weakening Credit Measures
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on J. Crew
Group Inc. to single-'B'-minus from single-'B' based on the
company's poor operating performance over the past 16 months and
weakening credit protection measures. J. Crew is a leading mail
order and store retailer of women's and men's apparel, shoes,
and accessories.

The outlook is negative. New York, New York-based J. Crew had
$339 million of funded debt outstanding as of May 4, 2002.

"The poor operating performance has hurt credit protection
measures. EBITDA coverage of interest fell to 1.4 times in the
trailing four quarters ended May 4, 2002, from 1.5x in 2001 and
2.2x in 2000," Standard & Poor's credit analyst Diane Shand
said. "Moreover, significant improvement in the near term is not
expected due to the soft U.S. economy and the intensely
competitive retail environment."

Standard & Poor's said the company's same-store sales decreased
13.0% in the first quarter of 2002 and 15.5% in 2001, and its
operating margin fell to 6.0% in the first quarter of 2002 from
6.5% in the first quarter of 2001 as well as to 12.3% in all of
2001 from 14.8% in 2000.

Credit protection measures are weak, with EBITDA coverage of
interest 1.4 times and funds from operations to total debt about
11%. The company plans to reduce capital expenditures to $20
million in 2002 and $10 million in 2003 from $43 million in 2001
to conserve cash. Liquidity is provided by cash and cash
equivalents of $15.3 million on the balance sheet as of May 5,
2002, and a $175 million revolving credit facility, which
matures on Oct. 17, 2003. The facility has a borrowing base, and
the company had $41.3 million available under the facility as of
May 4, 2002.

Standard & Poor's said the company's debt burden is high, with
total debt to EBITDA at 6x. Therefore, credit protection
measures could quickly erode if operating results continue to
decline. It said ratings could be lowered if current trends do
not reverse and the company is unable to demonstrate signs of
recovery.


KAISER ALUMINUM: Debtor Units Get Okay to Employ Professionals
--------------------------------------------------------------
Debtors Alwis Leasing, LLC and Kaiser Center, Inc., want to
retain the same professionals as the initial Kaiser Debtors.
Judge Judith Fitzgerald gives her approval and allows Alwis and
Kaiser Center to retain and employ Jones Day Reavis & Pogue,
Richards Layton & Finger, P.A., Heller Ehrman White & McAuliffe
LLP, Lazard Freres & Co. LLC, Lemle & Kelleher, Wharton Levin
Ehrmantraut & Klein, P.A., and The MWW Group in these Chapter 11
cases.  Judge Fitzgerald makes it clear that the terms and
conditions applicable to Kaiser's employment of these
professionals are identical for the new Debtors, nunc pro tunc
to March 15, 2002. (Kaiser Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.75%
bonds due 2003 (KAISER2) are trading at about 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for  
real-time bond pricing.


KELLSTROM: Wants Lease Decision Period Extended Until July 20
-------------------------------------------------------------
Kellstrom Industries, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for more time to decide which non-
residential real property leases they will assume, assume and
assign, or reject.  The Debtors ask for an extension of this
deadline through July 20, 2002.

The Debtors relate that, currently, there is a pending motion
before the Bankruptcy Court for authority to sell certain of
their assets in order to conduct an orderly liquidation of their
chapter 11 estates.  As part of the Asset Sale, the Debtors may
seek to assume and assign certain Leases -- at the purchaser's
discretion.  

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: Mellon Bank Wants to Offset $15MM Under Credit Pacts
----------------------------------------------------------------
Richard G. Ziegler, Esq., at Mayer, Brown, Rowe & Maw, Chicago,
Illinois, clarifies that Kmart Corporation owes $15,000,000 to
Mellon Bank under the terms of the Credit Agreements -- not
$37,868,074 as indicated in the original motion.

Mr. Ziegler relates that Kmart has two store deposits with
Mellon Bank: Account No. 013-4922 had a pre-petition balance of
$104,984 while Account No. 8-668-113 had a pre-petition balance
of $884,677.  According to Mr. Ziegler, the balance in the Bank
Accounts fluctuates from time to time.  As of April 23, 2002,
Mr. Ziegler reports that the balance in the Bank Accounts was
$1,958,717.

Thus, by this motion, Mellon Bank asks the Court for relief from
the automatic stay to offset all amounts it holds on deposit in
the Bank Accounts up to $989,661 against the $15,000,000 due and
owing Mellon Bank under the Credit Agreements.

Mr. Ziegler asserts that Mellon Bank has the right to setoff
because:

    -- it holds a "claim" against the Debtors that arose pre-
       petition;

    -- it owes a "debt" to the Debtors;

    -- the claim and the debt are "mutual" because they are "due
       to and from the same person in the same capacity";

    -- the claim and the debt are valid and enforceable; and

    -- it has an independent contractual right to offset under
       the terms of the Credit Agreements.

"Should Mellon Bank turn over to the Debtors the funds in the
Bank Accounts without applying a setoff or receiving adequate
protection, it is clear that its interest will be compromised,"
Mr. Ziegler says.  On the other hand, Mr. Ziegler notes, the
Debtors' ability to reorganize effective will not be compromised
by Mellon Bank's setoff considering that Kmart has approximately
$2,000,000,000 in cash.

                         Debtors Object

The Debtors contend that Mellon Bank's amended motion should be
denied for several reasons:

  (1) Mellon Bank is adequately protected by a replacement lien
      that the Debtors propose to grant to Mellon Bank on
      substantially all of their assets, pursuant to the DIP
      Order.  The proposed Setoff Lien is subject to the lien of
      the Lenders party to the DIP Facility and to a second lien
      on inventory granted to certain trade vendors of the
      Debtors that agree to provide to the Debtors trade credit
      upon defined terms post-petition.  Although the proposed
      Setoff Lien is a junior lien, the Debtors maintained
      assets as of January 30, 2002, with a book value of
      roughly $14,300,000,000.  So, there is no basis to grant
      relief from the automatic stay;

  (2) Mellon Bank's Amended Motion is not timely, having been
      brought approximately 85 days after Mellon Bank froze the
      Debtors' accounts.  The law is clear that a temporary hold
      may become an impermissible setoff in violation of the
      automatic stay if it continues too long, and three months
      certainly constitutes as "too long"; and

  (3) the equities do not favor Mellon Bank's attempt to obtain
      the funds in the accounts.  It would be unequitable and
      unfair for Mellon Bank to benefit from setting off the
      funds of the Debtors when other creditors who continued to
      support the Debtors, including numerous other banks that
      held deposits of approximately $110,000,000 as of the
      Petition Date, are left with general unsecured claims.
      (Kmart Bankruptcy News, Issue No. 23; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)   

KMart Corp.'s 9.875% bonds due 2008 (KMART18) are trading at
about 45. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18


LA PETITE: Likely Interest Nonpayment Spurs S&P to Junk Ratings
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
secured ratings on preschool education provider La Petite
Academy Inc. to triple-'C' from triple-'C'-plus, due to concern
that the company may be unable to make its scheduled interest
payments over the next year.

At the same time, Standard & Poor's lowered its senior unsecured
rating on Overland Park, Kansas-based La Petite to double-'C'
from triple-'C'-minus. The outlook remains negative. About $209
million of debt and bank loans are affected.

"With no further promises of capital infusion, and the company's
ongoing failures to improve financial results and cash flow, the
company could default on its debt payment requirements within
the next year," said Standard & Poor's credit analyst David
Peknay.

The lowered ratings reflect further deterioration in the
company's operating results and the risks associated the August
15, 2002 expiration of the limited waiver of noncompliance of
financial covenants received in April 2002.

The company has been unable to achieve the operating
improvements necessary for it to contend with the heavy debt
burden associated with its recapitalization in 1998. In the
quarter ended June 30, 2001, the company was in default of
certain financial covenants in its bank agreement.

La Petite received an amendment revising the covenants from
2002-2004 and providing for the issuance of new convertible
preferred stock. The $15 million proceeds from the sale of
convertible preferred stock and warrants enabled La Petite to
satisfy its interest payment requirements in November 2001 and
May 2002.

The company currently has a sufficient cash balance for its
November 2002 payment, but continued negative cash flow may
potentially reduce available cash. Assuming the company makes
its November payment, the ability to satisfy any subsequent
payments is uncertain.

La Petite is the second-largest chain provider of preschool
education and child care in the U.S., operating 720 centers
nationwide (as of April 6, 2002).


LAIDLAW INC: Secures Approval to Amend Surety Bond Line with AIG
----------------------------------------------------------------
American International Group, Inc. provides Laidlaw Inc., and
its debtor-affiliates certain surety bonds under the Surety Bond
Program for its requirements and the Debtors' contracts with
certain municipalities or other government units.  Without the
Bonds, Garry M. Graber, Esq., at Hodgson Russ, LLP, in Buffalo,
New York, says, the Debtors would face the grave possibility of
loss of contracts or possible contract cancellations.

The Surety Bond Program provides for the issuance of no more
than $140,000,000 in Bonds no later than July 1, 2002.  However,
the Debtors need additional Bonds that go beyond the dollar
limits and date expiration of the Surety Bond Program.

Accordingly, the Debtors ask the Court to approve amendment of
the Surety Bond Program on these terms:

Transaction:     Issuance of $170,000,000 Surety Bond Line
                 ($140,000,000 renewal, $30,000,000 additional)

Term:            Bond line expires on August 31, 2002. All new
                 and renewal bonds will be issued for a one-year
                 term.

Security:        (a) $25,493,000 of cash collateral now on hand
                     will continue to be held by AIG and
                     $7,500,000 of additional cash collateral
                     has been provided in anticipation of this
                     Amendment by the non-debtor, Bonded
                     Operating Companies;

                 (b) all existing indemnity agreements from any
                     Laidlaw Entity remain in full force and
                     effect, and apply to all pre-existing bonds
                     and all new bonds issued hereafter as
                     stated therein;

                 (c) Laidlaw, Inc., Laidlaw Transit Services,
                     Inc. and American Medical Response Inc.
                     will execute and deliver further
                     indemnity agreements consistent herewith
                     as AIG may reasonably require;

                 (d) bonded contracts and the accounts
                     receivable arising therefrom are hereby
                     assigned to AIG where permitted by the
                     obligee.  AIG is hereby granted a security
                     interest in the contracts and accounts
                     receivables and is authorized to file UCC
                     financing statements consistent with the
                     granting of the security interest;

                 (e) The Laidlaw Companies agree not to accept
                     advance payment prior to the service being
                     rendered pursuant to bonded contracts. In
                     the event that any Laidlaw Company receives
                     an advance payment, it will notify AIG
                     that these funds have been received and
                     these funds will be deemed to be held in
                     trust for AIG until the services paid for
                     have been provided.

Fees:             2% minimum fee provision will be deleted

Rates:            75 basis points of the penal amount of the
                  Bonds issued annually

Mr. Graber contends that the amendment of the Surety Bond
Program should be allowed because the continuity of the program
is essential to the Debtors' business success.  Moreover,
Sections 363(b) and 364(b) of the Bankruptcy Code support the
request.  In addition, the Debtors' estates are not at a
substantial risk to make payments under the Amendments because
the Laidlaw Operating Companies will be primarily responsible
for the underlying obligations that will be secured by the Bonds
and have the funds available to satisfy the obligations.

                           *   *   *

After hearing the merits of the case, Judge Kaplan grants the
relief requested. (Laidlaw Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LIBERTY GROUP: S&P Maintains Watch on Low-B and Junk Ratings
------------------------------------------------------------
Standard & Poor's placed its single-'B' long-term corporate
credit and triple-'C'-plus senior unsecured debt ratings for
Liberty Group Publishing Inc. on CreditWatch with positive
implications. In addition, the company's Liberty Group Operating
Inc. subsidiary's single-'B' long-term corporate credit and
senior secured debt and triple-'C'-plus subordinated debt
ratings were also placed on CreditWatch with positive
implications.

The CreditWatch listings reflect Chicago-headquartered Liberty
Group Publishing's filing for an initial public offering of up
to $225 million of common stock. Proceeds will be used to fund
tender offers for the company's senior discount debentures and
senior preferred stock, as well as repay a portion of Liberty
Group Operating's senior secured term loan. In addition, holders
of Liberty Group Publishing's junior preferred stock have agreed
to exchange their shares for common shares of the company.

Liberty Group Publishing is a leading publisher of local
newspapers and related publications, with about 330 publications
located in 17 states. It has about $380 million of debt
outstanding.

"We will review our ratings on Liberty Group after the
successful completion of the IPO and evaluation of the company's
future financial and operating strategies," said Standard &
Poor's credit analyst Donald Wong.


MED DIVERSIFIED: Fails to Meet AMEX Continued Listing Standards
---------------------------------------------------------------
Med Diversified, Inc. (AMEX: MED), received notice from the
American Stock Exchange indicating the Company is not in
compliance with certain continued listing standards. Med
Diversified adamantly disputes the premises upon which this
action was taken. Furthermore, it has exercised its right to
appeal the decision and has requested a formal hearing to
continue its listing on AMEX.

If the Company is unsuccessful in its appeal, it is anticipated
that the Company's common stock will trade on the Over-the-
Counter Bulletin Board (OTCBB), a controlled quotation service
that offers real time quotes and volume information in over-the-
counter securities.

While the Company firmly disputes the position of AMEX, Med
Diversified management is fervently committed to working with
AMEX to remedy this situation. The action will have no effect on
the current operations of the Company and ultimately should lead
to its enhanced compliance with AMEX standards.

AMEX staff asserts that during 2001 the Company did not comply
with select standards related to: (1) financial condition and
operating results of the Company indicating financial impairment
that is non-compliant with listing standards (although no
assertion has been made by AMEX that such results were
inaccurately stated) that do not comply with Section 1003(a)(iv)
of the AMEX Company Guide; (2) failure to provide requested
information in violation of Section 132(e) of the AMEX Company
Guide; (3) issuance of additional shares of common stock in
excess of those authorized for listing prior to and in some
cases without AMEX approval in violation of Sections 131 and 301
of the AMEX Company Guide; (4) inaccuracies and misstatements in
public filings not in adherence to AMEX disclosure policies in
violation of Section 401c of the AMEX Company Guide and Section
403(a) of the AMEX Company Guide; and (5) public interest
concerns with respect to the lack of information regarding the
ultimate sources of certain of the Company's debt financing in
violation of Section 1003(f)(iii) of the AMEX Company Guide.

The concerns of AMEX do not include accounting improprieties,
merger and acquisition activities, the Company's business
operations or Med Diversified's current estimates of financial
results for the current period or on a prospective forward-
looking basis.

Med Diversified's management is acting swiftly to correct these
issues. According to the Company, Med Diversified's business
remains on track and management will continue to execute against
its strategic business goals and objectives throughout the
appeals process.

Med Diversified operates companies in various segments within
health care industry, including pharmacy, home infusion, multi-
media, management, clinical respiratory services, home medical
equipment, home health services and other functions. For more
information, see http://www.meddiversified.com


METALS USA: Court Approves Broker Agreement with Ian Russell Co.
----------------------------------------------------------------
In conjunction with the proposed sale of the warehouse facility
at 2900 Patio Drive, Harris County, Texas to Clay Development
and Construction Company, Metals USA, Inc., and its debtor-
affiliates sought and obtained Court approval to assume the
executory Exclusive Listing Agreement or Broker Agreement with
Ian Russell Company.

R. Andrew Black, Esq., at Fulbright & Jaworski LLP in Houston,
Texas, relates that Texas Aluminum hired Ian Russel on July 23,
2001.  Ian subsequently engaged Cooperating Broker Marc
Drumwright at Southwest Realty Advisors, in Houston, Texas to
assist in the marketing the Property.  The Broker Agreement was
negotiated at arm's length.  The Principal Broker worked only
for the interest of Debtor and was responsible only to Debtor.
The Principal Broker did not represent the Purchaser and had no
prior contact with the Purchaser before the offer was received.

According to Mr. Black, on April 19, 2002, Texas Aluminum
Industries, Inc., as "Seller," and Clay Development and
Construction Company, as "Purchaser" executed a Purchase and
Sale Agreement. The purchase price for the 2900 Patio Property,
as more particularly described in the Clay Sales Contract, is
the sum of $1,100,000.00. The Clay Sales Contract provides for a
commission of six percent of the first $500,000 of the Purchase
Price and three percent of the balance of the Purchase Price for
the 2900 Patio Property, to be divided equally between Principal
Broker and Cooperating Broker. (Metals USA Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


METROCALL INC: Seeking Approval to Use Lenders' Cash Collateral
---------------------------------------------------------------
Metrocall Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to use their
secured lenders' cash collateral and provide the secured lenders
with adequate protection.

To prevent immediate and irreparable harm to the Debtors and
their estates, the Debtors want the Court to issue an interim
cash collateral order, giving the Company access to the lenders'
cash collateral, according to the terms their budget, for the
next month.  The Debtors' use of Cash Collateral will be limited
to amounts set forth in the Budget approved by the Lenders.  The
Budget shows a beginning cash balance of $20,048,000 at
June 3, 2002 and projects an ending cash balance of $20,243,530
on October 4, 2002.

As of the Petition Date, the Debtors relate that they owe
approximately $133 million under their existing credit facility
with the lenders.

The Debtors also ask the Court to schedule a Final Hearing on
the Cash Collateral Motion.  

The Debtors point-out to the Court that the Interim Cash
Collateral Order however does not provide for:

     a) cross-collateralization protection to the Lenders,

     b) waiver by the Debtors of claims under Section 506(c) of
        the Bankruptcy Code,

     c) the grant to the Lenders of post-petition liens on
        Avoidance Actions,

     d) the payment, in whole or in part, of the Pre-Petition
        Obligations from post-petition loan by the Lenders, and

     e) the priming of any existing and valid liens of secured
        creditors of the of the Debtors by the replacement liens
        granted to the Lenders therein.

The Debtors tell the Court that they elected not to procure
debtor-in-possession financing because the cash generated from
operations is sufficient to meet the Debtors' operating
expenses, provide the Adequate Protection Payments, and pay
critical vendors, professional fees and expenses, and other
expenditures relating to the implementation of the Plan.  The
Debtors believe that the costs associated with a DIP credit
facility are not necessary and could be detrimental to the
debtors' estates.

Metrocall, Inc. is a nationwide provider of one-way and two-way
paging and advanced wireless data and messaging services. The
Company filed for chapter 11 protection on June 3, 2002. Laura
Davis Jones, Esq. at Pachulski Stang Ziehl Young & Jones
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$189,297,000 in total assets and $936,980,000 in total debts.

Metrocall Inc.'s 10.375% bonds due 2007 (MCALL2) are quoted at a
price of 4, DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCALL2


NATIONAL STEEL: Court Approves Uniform De Minimis Sale Protocol
---------------------------------------------------------------
National Steel Corporation and its debtor affiliates obtained
Court's authority to establish procedures to sell de minimis
assets free and clear of liens, claims and encumbrances without
further Court approval.

As proposed, these procedures be implemented in lieu of a
separate notice and a hearing for the sale of assets if the sale
price for the assets is $3,000,000 or less:

   (i) the Debtors will give notice of each proposed sale to:

       (a) the U.S. Trustee;

       (b) counsel for the Committee;

       (c) counsel for the agent under the Debtors' debtor-in-
           possession financing facility;

       (d) counsel for the agent under the Debtors' pre-petition
           secured financing facility; and

       (e) the holder of any lien, claim or encumbrance relating
           to the property proposed to be sold.

       Notices will be served by facsimile, to be received by
       5:00 p.m., Central Time, on the date of service.  The
       Sale Notice shall specify:

       (a) the assets to be sold;

       (b) the identity of the proposed purchaser; and

       (c) the proposed purchase price.

  (ii) the Notice Parties will have five business days after the
       Sale Notice is sent to object or to request additional
       time to evaluate the proposed transaction.  If counsel to
       the Debtors receives no written objection for additional
       time prior to the expiration of the five-day period, the
       Debtors are authorized to consummate the proposed sale
       transaction and take necessary actions to close the
       sale and obtain the proceeds.  If a Notice Party provides
       a written request for additional time to evaluate the
       proposed transaction, only such Notice Party will have an
       additional 15 days to object to the proposed transaction.

(iii) if a Notice Party objects to the proposed transaction
       within five business days after the Sale Notice is sent,
       the Debtors and such objecting Party will use good faith
       efforts to consensually resolve the objection.  If both
       parties are unable to achieve a consensual resolution,
       the Debtors will not consummate the sale unless and until
       the Debtors seek and obtain Bankruptcy Court approval of
       the proposed transaction upon notice and hearing.
       (National Steel Bankruptcy News, Issue No. 8; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Bags Nod to Hire Robinson Lerer as PR Consultants
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates secured permission
from the Court to retain and employ Robinson Lerer & Montgomery,
LLC as their corporate communications consultants in these
chapter 11 cases, nunc pro tunc to the petition date.

Joseph I. Izhakoff, the Debtors' Vice-President and General
Counsel, tells the Court that Robinson Lerer is particularly
well suited to serve as the Debtors' corporate communications
consultants in these chapter 11 cases. Founded over a decade
ago, Robinson Lerer specializes in advising corporations on the
most effective uses of strategic communications. As such,
Robinson Lerer advises clients with respect to communications
with a variety of constituencies, including customers,
employees, vendors, shareholders, bondholders and the media. Mr.
Izhakoff assures the Court that Robinson Lerer has substantial
experience providing corporate communications services to
clients in similar situations, including Sunbeam Corporation and
Converse. Inc.

Mr. Izhakoff contends that Robinson Lerer also is familiar with
the Debtors' current corporate communications needs because
during the period leading up to the Petition Date, Robinson
Lerer assisted in the development and implementation of a
comprehensive communications strategy designed to facilitate the
smooth transition of the Debtors' operations into chapter 11.
Specifically, Robinson Lerer has provided strategic advice to
the Debtors, monitored the media in South Florida, prepared key
messages for the Debtors to deliver to various constituencies
and advised the Debtors with respect to their other corporate
communications needs. Through these and other ongoing
activities, Mr. Izhakoff submits that Robinson Lerer's
professionals have worked closely with the Debtors' management,
internal communications staff and other professionals and have
become well acquainted with the Debtors' corporate
communications needs. Accordingly, Robinson Lerer has developed
significant relevant experience and expertise that will assist
it in providing effective and efficient services to the Debtors
in these chapter 11 cases.

Pursuant to the terms and conditions of the Engagement Letter
and subject to the Court's approval, Patrick S. Gallagher, Chief
Financial Officer of Robinson Lerer & Montgomery LLC, submits
that the firm intends to charge for its professional services on
an hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date services are rendered' and
seek reimbursement of actual and necessary out-of-pocket
expenses. The current hourly rates of Robinson Lerer's
professionals are:

      Walter Montgomery, Partner                     $495
      Elizabeth Mather, Executive Vice President     $330
      Mark Baker, Vice President                     $270
      Nancy Whitehurst, Senior Associate             $210
(NationsRent Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEW WORLD RESTAURANT: S&P Junks Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on New
World Restaurant Group Inc. to triple-'C'-plus from single-'B'-
minus based on Standard & Poor's concern that the company is
increasingly challenged to refinance its $140 million senior
secured notes due in June 2003.

The rating was also removed from CreditWatch, where it had been
placed April 5, 2002. The outlook is negative. Eatontown, New
Jersey-based New World had $158 million total debt outstanding
as of January 1, 2002.

"The company is increasingly challenged to refinance its $140
million senior secured notes amid an informal investigation by
the SEC, a Department of Justice inquiry, and notification by
holders of its Series F preferred stock that material
misrepresentations were made to them in connection with their
purchase of the company's stock," Standard & Poor's credit
analyst Robert Lichtenstein said. "Moreover, the company has
disclosed that unauthorized bonus payments of $3.5 million were
made to former executive officers and former employees and $3.4
million of operating and financing expenses were originally
recorded as acquisition costs and restructuring charges, calling
into question the company's financial controls and policies."

"There is also concern that the investigation could uncover more
improprieties that could have a greater impact on financial
results than currently reported," Mr. Lichtenstein added.

Standard & Poor's said the investigation and inquiry relate to
the resignation of the company's former chairman, the
termination for cause of its former chief financial officer, and
the delay in filing its annual report on Form 10-K for fiscal
2001.


NTL INCORPORATED: Disclosure Statement Hearing Set for July 12
----------------------------------------------------------------
               UNITED STATES BANKRUPTCY COURT
               SOUTHERN DISTRICT OF NEW YORK

In re                            : Chapter 11
                                 :
NTL INCORPORATED, et al.,        : Case No. 02-41316 (ALG)
                                 : (Jointly Administered)
                  Debtors.       :

     NOTICE OF HEARING ON APPROVAL OF DISCLOSURE STATEMENT

     PLEASE TAKE NOTICE that on May 24, 2002, NTL Incorporated
and certain of its subsidiaries, debtors and debtors-in-
possession in the above-captioned cases (collectively, the
"Debtors"), filed with the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy
Court"), their amended joint reorganization plan (as it may be
further amended, supplemented, or modified, the "Plan") and
disclosure statement with respect to the Plan (as it may be
amended, supplemented, or modified, the "Disclosure Statement").

     PLEASE TAKE FURTHER NOTICE that a hearing to consider
approval of the Disclosure Statement (the "Disclosure Statement
Hearing") shall be held on July 12, 2002 at 10:30 a.m. (Eastern
Time), or as soon thereafter as counsel can be heard, before the
Honorable Allan L. Gropper, United States Bankruptcy Court
Judge, in the United States Bankruptcy Court for the Southern
District of New York, One Bowling Green, New York, New York
10004. The Disclosure Statement Hearing may be adjourned or
continued from time to time by announcing such adjournment or
continuance in open court, all without further notice to parties
in interest.

     PLEASE TAKE FURTHER NOTICE that objections or proposed
modifications, if any, to Disclosure Statement must
(a) be in writing; (b) comply with the Federal Rules of
Bankruptcy Procedure and the Local Bankruptcy Rules; (c) state
the name of the objector and the nature and amount of its claim
against or interest in the Debtor(s); (d) identify the specific
page or section of the Disclosure Statement to which the
objection or modification refers; (e) state with particularity
the legal and factual bases for the objection or proposed
modification, including suggested language to be added or
existing language to be amended or deleted; and (f) be filed
with the Bankruptcy Court, together with proof of service, at
http://www.nysb.uscourts.gov,in accordance with the Bankruptcy  
Court's General Order setting forth Electronic Filing
Procedures, as amended, with a hard copy delivered to the
chambers of the Honorable Allan L. Gropper, and served so that
they are RECEIVED no later than 4:00 p.m. (Eastern Time) on July
3, 2002 by: (a) counsel for the Debtors, Skadden, Arps,
Slate, Meagher & Flom LLP, Four Times Square, New York, New York
10036-6522 (Attn: Kayalyn A. Marafioti, Esq. and
Lawrence V. Gelber, Esq.), (b) counsel for the Steering
Committee, Fried, Frank, Harris, Shriver & Jacobson, One New
York Plaza, New York, New York 10004-1980 (Attn: Brad Eric
Scheler, Esq. and Lawrence A. First, Esq.), and (c) The Office
of the United States Trustee, 33 Whitehall Street, Suite 2100,
New York, New York 10004 (Attn: Richard C. Morrissey, Esq.). ANY
OBJECTION NOT TIMELY FILED AND SERVED IN THE MANNER SET FORTH
ABOVE WILL NOT BE CONSIDERED AND WILL BE OVERRULED BY THE COURT.

     PLEASE TAKE FURTHER NOTICE that any party in interest
wishing to obtain a copy of the Plan or the Disclosure
Statement, or any exhibits to those documents, may access the
Bankruptcy Court's website at http://www.nysb.uscourts.gov
(registration and a password are required). Alternatively, any
party may request such copies, at its own expense unless
otherwise specifically required by Fed. R. Bankr. P. 3017(d), by
contacting the Debtors' solicitation agent, Innisfree M&A
Incorporated, in writing at 501 Madison Avenue, 20th Floor, New
York, New York 10022 or by telephone at (877) 750-2689.
All documents that are filed with the Bankruptcy Court also may
be reviewed during regular business hours (from 9:30 a.m.
to 12:00 p.m. and 1:30 p.m. to 4:30 p.m. weekdays, except legal
holidays) at the Bankruptcy Court, One Bowling Green, New
York, New York 10004-1408.

     PLEASE TAKE FURTHER NOTICE this notice is not a
solicitation of acceptance or rejections of the Plan. Votes
on the Plan may not be solicited unless and until the proposed
Disclosure Statement is approved by an order of the
Bankruptcy Court.

Dated: New York, New York
       May 30, 2002

   SKADDEN, ARPS, SLATE,                   SKADDEN, ARPS, SLATE,
   MEAGHER & FLOM LLP                      MEAGHER & FLOM LLP
   Kayalyn A. Marafioti (KM 9362)          Adrian J.S. Deitz
   Jay M. Goffman (JG 6722)                One Canada Square
   Lawrence V. Gelber (LG 9384)   -and-    Canary Wharf
   Four Times Square                       London E14 5DS
   New York, New York 10036-6522           England
   (212) 735-3000                          011-44-20-7519-7000
   
               Attorneys for NTL Incorporated, et al.,
                Debtors and Debtors-in-Possession


OMNI ENERGY: Falls Short of Nasdaq Minimum Listing Requirements
---------------------------------------------------------------
Omni Energy Services Corp. (Nasdaq: OMNI) received a Nasdaq
Staff Determination on May 28, 2002 indicating that the Company
failed to comply with the minimum bid price requirement for
continued listing set forth in Nasdaq Marketplace Rule
4450(a)(5).  Therefore, its securities are subject to delisting
from the Nasdaq National Market.

The Company has requested a hearing before the Nasdaq Listing
Qualifications Panel to review the Staff Determination.  The
Company will present evidence at the hearing to regain
compliance with the minimum bid price requirement, which
includes seeking stockholder approval for a reverse stock split.  
However, there can be no assurance that the Panel will grant the
Company's request for continued listing.  The Company has been
advised by Nasdaq that pending completion of the appeal process,
its stock will continue to be listed on the Nasdaq National
Market.

Headquartered in Carencro, LA, OMNI Energy offers a broad range
of integrated services to both geophysical and production
companies engaged in the acquisition of on-shore seismic data.  
The company provides its services through several business
units: Seismic Drilling, Helicopter Support, Permitting and
Seismic Survey.  OMNI's services play a significant role with
geophysical companies who have operations in both marsh, swamp,
shallow water and the U.S. Gulf Coast also called transition
zones and contiguous dry land areas also called highland zones.


PACIFIC GAS: Agrees to Temporarily Allow ABAG Claim for Voting
--------------------------------------------------------------
ABAG Power previously voiced that the amount of time given to
creditors to obtain temporary allowance of their claims and then
vote (8 weeks) is unrealistically short.  ABAG asserts a claim
against Pacific Gas and Electric Company for $21,355,463.88,
classified as a Class 7 claim in the proposed plans of
reorganization.

PG&E and ABAG agree and stipulate that no objection will be
interposed, for voting purposes, to ABAG Power's Claim No. 12010
in the amount of $21,355,463.88, and ABAG Power is entitled to
vote on, and respond to, any proposed reorganization plan as
though its claim was allowed in full.

Judge Montali put his stamp of approval on a Stipulation, which
resolves ABAG's voting-related objection. (Pacific Gas
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


PIXTECH: Terminates Operations & Expects Bankruptcy Filing Soon
---------------------------------------------------------------
PixTech, Inc., a flat panel display development company, has
laid off substantially all of its workforce and is terminating
its operations. The Company said that, despite extensive
discussions with many prospective investors, lenders, strategic
partners and clients, it has been unable to obtain financing to
allow it to continue in business or to find a buyer for the
Company. PixTech said that its French subsidiary, PixTech, S.A.,
has filed for bankruptcy protection in France, and that PixTech,
Inc. expects to file for bankruptcy protection in the United
States in the near future.

PixTech said that its assets would not be sufficient to satisfy
its creditors in full and that it expects common stockholders to
receive nothing out of the bankruptcy. The Company said that
anyone considering an investment in the common stock should
consider this situation carefully.

A spokesperson for PixTech stated that "Over the past 7 months,
we have spoken with and made proposals to dozens of companies,
seeking financing or another solution. In some cases, we had
serious discussions. Unfortunately, none of these discussions
have generated the capital we would require to continue
operations."

PixTech was delisted from the Nasdaq National Market in February
of this year and was deleted from listing on the OTC Bulletin
Board effective May 23, 2002. On Nasdaq Europe, PixTech has been
in a "trade halt" status since early April and expects to be
delisted in the near future.


PRIMUS TELECOMMS: Views CRTC Price Cap Decision as "Favorable"
--------------------------------------------------------------
PRIMUS Telecommunications Canada, a wholly-owned subsidiary of
McLean, Virginia-based PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL), commented today on what it views as
a favorable ruling by the Canadian Radio-Television and
Telecommunications Commission's decision with respect to price
cap regulation.

"The CRTC's decision in balance represents a reasonable approach
to meeting the objectives of all participants in the Canadian
telecommunications marketplace, including residential and
business customers, competitive providers and incumbent
telephone companies," said Ted Chislett, President and COO of
PRIMUS Canada. "Specifically, we view the decision to be
favorable for PRIMUS Canada since our business plan did not
count on potential reductions in the cost of accessing incumbent
carrier networks from prospective regulatory rulings. Therefore,
the benefit from the savings resulting from the CRTC decision is
expected to be incremental to the attractive margins we have
already achieved while providing Canadians with quality
telecommunications services."

The CRTC decision, which regulates the rates charged to
residential and business customers, as well as competitive
carriers, by the incumbent local telephone companies, will be in
effect for the next four years. It is estimated that there will
be on average around a 15% reduction in the fees competitive
carriers will pay the incumbent carriers for access to their
local networks. The reduced rates will vary depending on access
type and location.

"The CRTC's decision should improve the operating results of
PRIMUS Canada such that we are now announcing that our full year
2002 EBITDA is expected to exceed C$60 million, which is at the
high end of our previously announced range of between C$58
million and C$62 million," said Mr. Bob Nice, Vice President
Finance of PRIMUS Canada. "We previously provided guidance that
we expected to be both net income and cash flow positive for the
full year of 2002. Today's announcement reinforces our
confidence in that guidance."

PRIMUS Telecommunications Canada Inc. is the largest alternative
communications carrier in Canada with approximately 800,000
retail customers. The Company offers facilities-based voice,
data, e-commerce, Web hosting and Internet services. As a
leading Internet Service Provider in Canada, PRIMUS Canada has
approximately 60,000 Internet subscribers served by a national
network of Internet points-of-presence (POPs) for dedicated and
dial-up access. PRIMUS Canada also offers local services to
businesses, bundling them with its long distance and Internet
services. The Company has a fully redundant and diverse Sonet
network across Canada, extending from Quebec City to Victoria.
PRIMUS Canada's national network consists of 2 Nortel DMS 500
switches with international connectivity through its parent
company's global network, and ATM and IP nodes at major cities
across the country. These network elements provide an integrated
and converged backbone for all of PRIMUS Canada's voice, data,
Internet and private line services. PRIMUS Canada is a wholly-
owned subsidiary of McLean, Virginia-based PRIMUS
Telecommunications Group, Incorporated (NASDAQ: PRTL). PRIMUS
Canada news and information are available at the Company's Web
site at http://www.primustel.ca  

                         *   *   *

As previously reported in March, the senior unsecured debt
rating on international long-distance carrier Primus
Telecommunications Group Inc., was lowered on March 6, 2002 to
'CCC+'. The other ratings on company were affirmed at that time,
and all ratings were removed from CreditWatch, where they had
been placed on May 8, 2001, due to heightened liquidity
concerns.

The downgrade of the unsecured debt did not reflect a diminution
of the company's overall credit quality. Rather, it was based on
the fact that additional funding for the company is expected to
be largely secured in nature, which would cause the ratio of
priority obligations relative to a reasonable total asset value
to exceed 30%. Under Standard & Poor's criteria, this metric is
the threshold for rating debt two notches below the corporate
credit rating.

The affirmation of the company's corporate credit rating was
based on the fact that near-term concerns about Primus's
liquidity have been alleviated by its opportunistic buyback of a
portion of its debt, the equity conversion of some of its
subordinated convertible debt, and cost containment efforts.
Largely as a result of these factors, the company is most likely
funded through 2002.

                         *    *    *

Primus Telecommunications Group's 12.75% bonds due 2009 (PRTL4),
DebtTraders reports, are quoted at a price of 44. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL4for  
real-time bond pricing.


PROXITY DIGITAL: Cancels 7MM Shares Contributed by Insiders
-----------------------------------------------------------
Billy Robinson, CEO of Proxity Digital Networks, Inc., (OTC
PINKSHEETS: PDNW) announced that the company canceled 7,193,355
shares of common stock contributed by insiders. "This was done
to adjust the market capitalization for future funding of
Proxity's three divisions," said Robinson. The Company reports
that its current issued and outstanding after the
recapitalization is 19,807,000 with approximately 960,000 shares
in the public float.

Proxity Digital Networks, Inc., (OTC PINKSHEETS: PDNW) is a New
Orleans based integrated entertainment and technology company,
with offices in Costa Mesa, CA and Dallas, TX. PDNW's, --
http://www.proxity.com-- three divisions specialize in ISP, web  
hosting, online games, site development and end-to-end online
solutions for the small-to-midsize e-business market, --
http://www.linksimple.com http://www.triviaspot.com  
http://www.funtrivia.com-- Government contract fulfillment,  
high speed internet access and sales -- http://www.csa-
solutions.com -- Advanced Sub-Carrier Modulation(TM) (ASCM), and
new technology developments -- http://www.pm-tek.net  
http://www.mediafusionllc.com

                         *   *   *

As previously reported in the Troubled Company Reporter, Proxity
Digital's Letter of Intent to sell Computer Support Associates,
Inc., for $2.5 million was canceled.

According to the TCR report on February 28, 2002, Sectec, Inc.
security software and VPN Software notified Proxity Digital that
it is canceling the Letter of Intent to purchase CSA. CSA is
currently in Chapter 11. PDNW said that the value in the
$380,000,000 GSA 1 contract is far greater than the $2.5 million
that it would have received for the sale of the company. In
addition, PDNW planned to present a reorganization plan to the
bankruptcy court sometime in the next several weeks. The court
must approve a reorganization plan that settles the claims with
creditors.


PSINET INC: Goldin Signs-Up Retain Garden City as Claims Agent
--------------------------------------------------------------
Harrison J. Goldin Chapter 11 Trustee to PSINet Consulting
Solutions Holdings, Inc. (Consulting/Holdings) and PSINet
Consulting Solutions Knowledge Services, Inc. (Knowledge) sought
and obtained the Court's authority to retain Garden City Group,
Inc. as the Trustee's notice and claims agent.

The Trustee has identified numerous creditors and potential
creditors of Consulting and Knowledge. The office of the Clerk
of the Bankruptcy Court would be unduly burdened if it were
required to docket and maintain the large number of proofs of
claim likely to be filed. Further, the Court has found that the
Clerk's Office is not equipped to undertake sending notices to
the numerous creditors and other parties in interest and that
such work can be outsourced in a cost-efficient manner.

Pursuant to this retention, the Trustee contemplates that GCG
will send out certain designated notices, maintain claims files
and a claims register, serve as balloting agent, and disburse
cash and securities to holders of allowed claims. In addition,
GCG is expected to provide assistance in compiling the Schedules
of Assets and Liabilities and Statements of Financial Affairs
and List of Equity Security Holders for Holdings and Knowledge.

GCG is a claims management company that specializes in notices,
claims processing, and other administrative tasks in Chapter 11
cases.

The Trustee believes that the services by GCG will expedite
service of all Bankruptcy Code and other Court-mandated notices,
streamline the claims administration process.

GCG has represented to the Trustee that it neither holds nor
represents any interest adverse to the Trustee or the Debtors or
their estates on matters for which it is to be retained and
employed and that it has no prior connection with the Debtors.

The Court has agreed to release all filed claims, to the extent
any exist, directly to GCG. (PSINet Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ROHN INDUSTRIES: Bank Lenders Agree to Forbear Until June 30
------------------------------------------------------------
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
has entered into an amendment to its existing forbearance
agreement with the bank lenders under its credit agreement.  
Under the amendment, the bank lenders have agreed to forbear
from enforcing any remedies they may have under the credit
agreement until June 30, 2002 arising from ROHN's breach of a
covenant related to minimum EBITDA (earnings before interest,
taxes, depreciation and amortization).  ROHN is in negotiations
with its bank lenders regarding an amendment to the credit
agreement that will revise the EBITDA covenant and other
provisions of the credit agreement and under which the bank
lenders will waive this default.  If ROHN does not enter into an
amendment to its credit agreement by June 30, 2002 and the
forbearance agreement is not further extended, the bank lenders
will be able to exercise any and all remedies they may have in
the event of a default.

ROHN Industries, Inc. is a leading manufacturer and installer of
telecommunications infrastructure equipment for the wireless and
fiber optic industries.  Its products are used in cellular, PCS,
fiber optic networks for the Internet, radio and television
broadcast markets.  The company's products include towers,
equipment enclosures, cabinets, poles and antennae mounts, as
well as design and construction services.  ROHN has
manufacturing locations in Peoria, Ill.; Frankfort, Ind.;
Bessemer, Ala.; and Mexico City, Mexico.


SOTHEBY'S HOLDINGS: S&P Changes Watch Implications to Developing
----------------------------------------------------------------
Standard & Poor's said its single-'B'-plus corporate credit
rating on Sotheby's Holdings Inc. remains on CreditWatch,
however, the implications have been revised to developing from
negative. This action follows the company's confirmation that
Mr. A. Alfred Taubman, its former chairman, has filed an amended
Schedule 13D with the SEC in which he announced his intention to
work in cooperation with Sotheby's to explore a possible sale or
merger of the company or the sale of his own shares in the
company.

New York, New York-based Sotheby's had $229 million total debt
outstanding as of March 31, 2002.

"The developing implications reflect the uncertain status of the
company's future ownership," Standard & Poor's credit analyst
Gerald Hirschberg said. "Because any buyer could have a stronger
or weaker credit profile than Sotheby's, the rating could be
raised or lowered on the sale of the company."

Mr. Taubman owns about 13.2 million shares of Class B Common
Stock of Sotheby's Holdings, which represent a voting majority
of about 63%. Goldman Sachs, which represents Mr. Taubman, and
Morgan Stanley and JP Morgan, which represent Sotheby's, are
expected to contact qualified parties that may have an interest
in Sotheby's. In connection with the coordinated sale effort,
Mr. Taubman has agreed not to enter into an agreement to sell
his shares for a period of 90 days without the consent of
Sotheby's. After this 90-day period, Mr. Taubman may sell his
shares after first offering them to Sotheby's.

The CreditWatch listing also reflects the possibility that
additional adversities from the uncertain business outlook and
from the adverse court ruling on March 13, 2002, which overruled
an earlier decision by a trial judge that would have prevented
plaintiffs who purchased or sold art at overseas auctions from
filing price-fixing claims in U.S. courts against Sotheby's,
could result in Sotheby's having difficulty successfully
negotiating a new bank credit facility. Its current agreement
expires in July and August 2002. Although Sotheby's remains
vulnerable to renewed litigation, it is not likely that there
will be any liabilities during 2002 and the company is hopeful
that its own legal position will prevail.


SUMMIT CBO I: S&P Downgrades Ratings on Class A & B Notes
---------------------------------------------------------
Standard & Poor's lowered its ratings on the class A and B notes
issued by Summit CBO I Ltd. and co-issued by Summit CBO I
Funding Corp., and removed them from CreditWatch with negative
implications, where they were placed on April 19, 2002.

The lowered ratings reflect the continuing deterioration in the
collateral pool's credit quality and an increase in its pool
default rate since the ratings were lowered on October 12, 2001.
The rating on the class A notes was previously lowered to
double-'A'-minus from triple-'A' on October 12, 2001.
Additionally, the rating on the class B notes was previously
lowered to triple-'B' from double-'A'-minus on September 10,
2001, and was lowered again to double-'B'-plus from triple-'B'
on October. 12, 2001.

According to the May 18, 2002 trustee report, a total of $46.14
million (or approximately 16.7% of the total collateral pool) is
in default. Since the closing of the transaction, approximately
$74.1 million of defaulted securities (or approximately 21.29%
of the closing portfolio) have been sold or exchanged at a
weighted average recovery rate of approximately 23.9%.
Furthermore, the transaction experienced additional par loss due
to the sale of several credit risk securities at low price
levels.

One of the causes of the dramatic credit migration in the
collateral pool has been the $20 million exposure in three
subordinated notes issued by three CBO transactions, whose
credit ratings have migrated downward significantly in recent
months.

The current performing pool, including the principal cash, has
an aggregate par value of $230.1 million, compared to the ramp-
up completion date's required portfolio collateral amount of
$348 million. In contrast, only $45.1 million of the principal
amount of the liability has been paid down since the
transaction's inception.

Currently, two of the performing assets, with a total of $15
million, are rated double-'C'. Additionally, the obligors with
ratings in the triple-'C' range comprise approximately 16.49%
($37.9 million) of the performing collateral pool. Furthermore,
approximately 15.43% of the obligors in the performing
collateral pool are currently on CreditWatch negative, of which
5.2% are rated in the triple-'C' range.

Due to the high default rate, all of the overcollateralization
tests (classes A/B, C, and D) are currently in violation. The
class A/B overcollateralization test (currently 104.6% versus
the required minimum of 120%) and the class C
overcollateralization test (currently 89.5% versus the required
minimum of 107%) have been out of compliance since January 2001.
The class D overcollateralization test (currently 82.6% versus
the required minimum of 103%) has been failing since August
2000. On the November 2000, May 2001, November 2001, and May
2002 payment dates, approximately $45.1 million in principal was
paid to the class A noteholders because of the mandatory
redemptions triggered by the overcollateralization test
failures. However, the improvement to the overcollateralization
ratios from the redemptions was not sufficient to bring the
tests back into compliance.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. The stressed performance of
the transaction was then compared to the projected default
performance of the current collateral pool. Standard & Poor's
found that the projected performances of the class A and B
notes, given the current quality of the collateral pool, were
not consistent with their prior ratings. Consequently, Standard
& Poor's has lowered its ratings on the class A and B notes to
their new levels. Standard & Poor's will continue to monitor its
ratings on these notes.

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

           Summit CBO I Ltd./Summit CBO I Funding Corp.

           Class                    Rating
                              To          From

           A                  BB-         AA-/Watch Neg
           B                  CCC-        BB+/Watch Neg


TRI-UNION DEV'T: Defers $8.1MM Interest Payment on 12.5% Notes
--------------------------------------------------------------
On Monday, June 3, 2002, Tri-Union Development Corporation made
its required $20.0 million principal payment on the 12.5% Senior
Secured Notes due June 2006, reducing the outstanding principal
balance of the Notes to $110.0 million. The Company deferred
payment of approximately $8.1 million of interest to June 30,
2002. Non-payment of interest is an event of default only if
payment is not made within 30 days after the due date. The
Company intends to fund the interest payment from cash on hand,
cash flows from operations and proceeds from the sale of
additional oil and natural gas properties on the Texas Gulf
Coast and the shallow waters of the Gulf of Mexico. The Company
has received and continues to negotiate terms on several
property sale offers and a working capital revolver.


VENTURE HOLDINGS: S&P Junks Corporate Credit Rating from B+
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Fraser,
Michigan-based Venture Holdings Co. LLC to triple-'C' from
single-'B'-plus following the insolvency filing of its European
subsidiary. The rating remains on CreditWatch with negative
implications, where it was placed December 19, 2001. Venture, a
manufacturer of plastic automotive components, has total debt of
about $877 million.

"The rating action follows the insolvency filing of Venture's
European subsidiary, Peguform GmbH," said Standard & Poor's
credit analyst Martin King. According to news reports,
Peguform's advisory board approved the insolvency filing due to
the cancellation of its line of credit and its inability to pay
suppliers. Peguform makes up the bulk of Venture's European
operations, which generated about 70% of the company's sales
during 2001. Venture's North American operations have struggled
during the past few years due to reduced automotive production
and pricing pressures, while the European operations have
continued to perform adequately. "The inability to access cash
flows generated by Peguform will severely impair Venture's
ability to meet its debt service obligations," Mr. King noted.
In addition, Venture's liquidity position is unclear. Although a
recent bank financing provided additional borrowing capacity
under the company's revolving credit facility, access to the
facility may be limited as a result of Peguform's insolvency
filing. Venture has $14 million of interest payments on its
public bonds due today, June 3.

Standard & Poor's will continue to monitor events as they
develop. The ratings will be lowered should the company default
on its debt service obligations.


VIASYSTEMS: S&P Drops Credit & Debt Ratings to Default Level
------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
Viasystems Group Inc. to 'Selective Default' from double-'C' and
its senior subordinated note ratings to 'D' from single-'C'. At
the same time, Standard & Poor's affirmed its double-'C' rating
on the company's senior secured credit facility.

Viasystems, based in St. Louis, Missouri, has more than $1.1
billion of outstanding debt. It is one of the world's largest
providers of printed circuit boards (PCBs), backpanels, and
electronic manufacturing services (EMS).

The actions were based on the company's announcement that it
decided to forgo interest payments due on June 1, 2002, on its
senior subordinated notes. The company also announced that it
has obtained an amendment to its existing credit agreement that
provides for a 90-day extension, which it anticipates will be
sufficient to complete its recapitalization plan. Terms of the
company's credit agreement remain substantially unchanged during
the 90-day period.

Management has an understanding with Hicks, Muse, Tate & Furst
Inc. and an ad hoc committee of bondholders, which together
represent approximately 68% ownership of the notes, involving
the exchange of $500 million of Viasystems' 9.75% senior
subordinated notes into equity, as part of a recapitalization
plan. Operating performance has suffered from the severe
downturn in telecommunications end markets.

Viasystems, which was formed in 1996, grew through a series of
acquisitions to its current prominence in the field.


VINTAGE PETROLEUM: Nixes BP Capital's Proposed Workout Plan
-----------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) continues to be committed to
its existing long-term strategic plan to maximize shareholder
value as a growth-oriented, opportunistic, diversified
exploration and production company.

The Company believes that its current depressed stock price is
attributable primarily to Vintage's position in Argentina, which
has experienced a series of economic and political shocks, and
Vintage's relatively high leverage, which Vintage is committed
to reducing.  Vintage recently announced several initiatives to
reduce leverage, including the intention to reduce the Company's
aggregate indebtedness by $200 million by year-end 2002 through
a combination of the sale of non-core assets and cash flow in
excess of planned capital expenditures.  The Company is
proceeding with the implementation of these initiatives as well
as its long-term strategic plan.

Vintage also noted that its Board of Directors and management
team continues to be fully committed to acting in the long-term
best interests of all of the Vintage stockholders.  The Vintage
management team and Board of Directors beneficially own
approximately 23% of the outstanding common stock of Vintage,
with the Chairman of the Board, a co-founder of the Company,
owning 17% of the outstanding shares.  The four senior members
of the Vintage management team have a combined 63 years of
experience at Vintage.  During that time, Vintage has a strong
track record of shareholder value creation, despite the recent
challenges facing the Company.  With their significant ownership
interests, the Vintage management and Board strongly believe
that their interests are closely aligned with the interests of
all of Vintage's public shareholders.

          Response to BP Capital Restructuring Plan

Vintage also announced that it has reviewed the proposed
restructuring plan submitted by BP Capital Energy on May 15,
2002, and concluded that it is not an appropriate plan for the
Company to pursue.  BP Capital currently beneficially owns
approximately 8.9% of the outstanding Vintage common stock. The
return to shareholders from the BP Capital restructuring
proposal is speculative, at best, and would entail significant
execution risk:

     -- The BP Capital restructuring proposal calls for the
liquidation of the Company's North American assets, creating a
pure-play Latin American exploration and production company.

     -- The BP restructuring proposal is inefficient from a tax
perspective.

     -- The BP Capital restructuring proposal relies upon
favorable assumptions about the market's receptivity to the
trading value of a pure-play Latin American exploration and
production company, especially considering its significant
interest in Argentina.

     -- If implemented, the BP Capital restructuring proposal
would realize little or no value for Vintage as a going-concern,
or for Vintage's proven ability and developed infrastructure to
explore, develop and exploit North American oil and gas
properties successfully.

As a result of its analysis, Vintage does not believe that
implementation of the BP Capital restructuring proposal would
maximize shareholder value. Therefore, the Board of Directors of
Vintage is unwilling to pursue the BP Capital plan.  The Board
of Directors of Vintage strongly believes that pursuit of
management's long term strategic plan -- which includes
continuing to be a growth oriented, opportunistic, diversified
exploration and production company -- will lead to greater value
for the Vintage shareholders.

Vintage has retained Credit Suisse First Boston as its financial
advisor.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation, exploration and development of
oil and gas properties and the marketing of natural gas and
crude oil.  Company headquarters are in Tulsa, Oklahoma, and its
common shares are traded on the New York Stock Exchange under
the symbol VPI.


WKI HOLDING: Receives Court Approval for First-Day Motions
----------------------------------------------------------
WKI Holding Company, Inc. (WKI), which operates principally
through its subsidiary World Kitchen, Inc., reported that on
Friday, May 31, 2002, Judge Jack B. Schmetterer of the United
States Bankruptcy Court for the Northern District of Illinois
approved all critical "first-day motions" that WKI and its
subsidiaries made as part of their filings for reorganization
under Chapter 11 of the United States Bankruptcy Code.

Those first-day motions were filed as a proactive step to
preserve WKI's business as usual during the chapter 11 process
to the maximum extent possible. Additional first-day motions,
primarily relating to the retention of professionals and other
administrative matters, will be addressed later in June.

The Judge's orders include approval for the debtor's request to
continue to pay employees in the normal manner and continue all
employee health and welfare benefit plans.

The Company also received interim approval to access up to $25
million of its debtor in possession financing package of up to
$75 million that was committed to it by a bank group led by
JPMorgan Chase Bank. These funds will now be available to the
Company, along with existing cash and cash flow from operations,
to help fund its operations during the chapter 11 process. The
financing available under the interim order will permit the
Company to continue delivering all of its customer orders on
time and in full, and to make timely payment for goods and
services provided on or after the filing date in the normal
course of business and in accordance with the terms of existing
supplier agreements. At a final hearing scheduled for June 21,
2002, the Company will ask for permission to use up to the
entire $75 million of the DIP financing package.

In conjunction with its chapter 11 filing, WKI announced that it
has reached agreement with the steering committee of its bank
group and a group of affiliated parties that is comprised of the
Company's primary shareholder as well as its largest bondholder,
which holds approximately 40% of the outstanding senior
subordinated bonds, on the terms of a financial restructuring.
By reducing WKI's debt by approximately $440 million, from $812
million to $373 million, the debt restructuring would provide
the Company with more financial flexibility to implement its
business strategy. Because the proposed financial restructuring
has the support of parties representing more than 80% of the
Company's funded debt, the Company hopes to emerge from the
chapter 11 process on an expedited timeline. WKI expects to file
a proposed plan of reorganization in the near future and will
work expeditiously with its stakeholders to finalize, obtain
court approval for and implement the plan.

Steven G. Lamb, President and Chief Executive Officer of WKI,
said: "The first day of our chapter 11 proceeding was very
productive. We are gratified that Judge Schmetterer approved our
critical first-day motions, which will enable us to transition
into chapter 11 with minimal disruption and to maintain normal
operations throughout the process. Our attention will now be
devoted to working with our financial constituencies to develop,
finalize, seek Court approval for and implement a plan of
reorganization."

Suppliers with questions about the restructuring may call 800-
721-9884 (in the U.S.) or +852-2610-2323 (outside of the U.S.)
or send an e-mail to suppliers@worldkitchen.com .

World Kitchen's principal products are glass, glass ceramic and
metal cookware, bakeware, tabletop products and cutlery sold
under well-known brands including CorningWare, Pyrex, Corelle,
Visions, Revere, EKCO, Baker's Secret, Chicago Cutlery, Regent
Sheffield, OXO and Grilla Gear. World Kitchen has been an
affiliate of Borden, Inc. and a member of the Borden Family of
Companies since April 1998. The Company currently employs
approximately 3,200 people and has major manufacturing and
distribution operations in the United States, Canada, South
America and Asia-Pacific regions.


WINSTAR COMMS: Trustee Gets Nod to Hire Parente as Accountant
-------------------------------------------------------------
Winstar Communications, Inc., and its debtor-affiliates' Chapter
7 Trustee Christine C. Shubert obtained Court approval to employ
and retain Parente Consulting as accountant, nunc pro tunc to
January 25, 2002.

Parente will provide:

A. General accounting services to the Trustee regarding the
   operation of the Debtors' business;

B. Advice to the Trustee in financial issues concerning the
   Debtor; and

C. Assistance to the Trustee in performing other services that
   may be necessary and proper in the Debtors' Chapter 7
   proceedings.

Apart from reimbursement of actual, necessary expenses and other
charges incurred, Parente will be compensated based on the
hourly rates of its professionals.  Currently, these rates are:

              Professional              Rate
              -----------------      ------------
              Principals             $185 to $325
              Managers               $110 to $220
              Senior Associates      $110 to $220
              Staff                  $ 75 to $115
              Paraprofessionals      $ 50 to $ 75
(Winstar Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


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

    Issuer           Coupon   Maturity  Bid - Ask  Weekly change
    ------           ------   --------  ---------  -------------
Crown Cork & Seal     7.125%  due 2002    96 - 98        +0.5
Federal-Mogul         7.5%    due 2004  21.5 - 23.5      -0.5
Finova Group          7.5%    due 2009    35 - 36        0
Freeport-McMoran      7.5%    due 2006    89 - 91        0
Global Crossing Hldgs 9.5%    due 2009   1.5 - 2.5       0
Globalstar            11.375% due 2004     6 - 8         -0.5
Lucent Technologies   6.45%   due 2029  63.5 - 65.5      +0.5
Polaroid Corporation  6.75%   due 2002     1 - 3         0
Terra Industries      10.5%   due 2005    85 - 88        0
Westpoint Stevens     7.875%  due 2005    62 - 64        +4
Xerox Corporation     8.0%    due 2027    49 - 51        0

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***