TCR_Public/020607.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, June 7, 2002, Vol. 6, No. 112

                           Headlines

360NETWORKS: Bags Approval to Enter Purchase Agreement with Time
AAi.FOSTERGRANT: Closes Workout with $52MM Debt-for-Equity Swap
ABRAXAS PETROLEUM: Sells East White Point Field to PEP for $10M+
ADELPHIA BUSINESS: TSI Pushing for Prompt Decision on Contract
ADVANCED REMOTE: Completes Recapitalization Deal with Housatonic

AIRGATE PCS: Pursuing Talks on Possible Loan Covenant Amendment
AMERICA WEST: Revenue Passenger Miles for May Slide-Up 0.3%
AMERICAN ENERGY: Continued Restructuring Talks with Noteholder
AMERICREDIT CORP: Commences Tender Offer for 9-1/4% Senior Notes
AMERICREDIT: Proposes $300MM Private Sr. Unsecured Debt Offering

AMERIGAS PARTNERS: Brings-In PwC to Replace Andersen as Auditors
AMES DEPT: Retains Plan Filing Exclusivity Until Feb. 28, 2003
ARTHUR ANDERSEN: Milwaukee & NY Partners Join Grant Thornton
AVISTA CORP: Obtains $225 Mill. New Credit Facility Arrangement
B/E AEROSPACE: Releasing 1st Fiscal Quarter Results on June 18

BETHLEHEM STEEL: Arcelor Eyeing JV with Burns Harbor Plant
BRIDGE INFO: Hearing on Tax Claims to Continue Until June 12
BURLINGTON: Court Okays Two Trademark License Pacts Assumption
BURLINGTON: Firms-Up Future Structure & Restructuring Actions
CPI AEROSTRUCTURES: Reaches Pact to Restructure Debt Facilities

CELESTRON INT'L: Facing Meade's Second Patent Infringement Suit
CELLPOINT INC: Completes Swedish Subsidiary's Reconstruction
CHART INDUSTRIES: Names van Glabbeek as VP for Strategic Dev't
COMDISCO INC: Court Approves KPMG's Engagement as Fin'l Advisors
COVANTA ENERGY: Intends to Execute CPPI Restructuring Documents

ENRON CORP: Gets Court's Nod to Enter Into Forbearance Agreement
ENRON CORP: Court Appoints Neal Batson as Enron Corp. Examiner
EXIDE: Court Okays Proposed Uniform Reclamation Claim Protocol
FARMLAND INDUSTRIES: Gains Nod to Use $306 Million DIP Financing
FIRST UNION: S&P Lowers Ratings on 3 Series 1997-C2 Classes

FLOWSERVE CORP: Will Padlock 6 Facilities & Slash 450 Positions
FOAMEX INT'L: Appoints Luis Echarte to Board of Directors
FOSTER WHEELER: Agrees to Term Sheet on $290MM Loan Facilities
FRIEDE GOLDMAN: Board Chair T. Jay Collins Assumes CEO Position
GALEY & LORD: U.S. Trustee Amends Official Creditors' Committee

GLOBAL CROSSING: First Creditors' Meeting to Convene on Sept. 17
HAYES LEMMERZ: Has Until Oct. 3 to Make Lease-Related Decisions
IMPERIAL CREDIT: KPMG Expresses Going Concern Doubt
KAISER ALUMINUM: Sen. Cantwell Calls for Investigation of Deal
KELLSTROM: Committee Hires Sonnenschein as Bankruptcy Counsel

KMART: US Trustee Balks At Dewey's Engagement as Board Counsel
KNOWLEDGE HOUSE: Fails to Meet Annual Report Filing Deadline
LTV CORP: Seeks Approval of USWA Retiree Benefits Modifications
LAIDLAW INC: Wins Approval to Reinstate RTI's Lease Guaranty
MARIETTA CORP: S&P Assigns B- Corp. Credit & Sr. Secured Ratings

MED-EMERG INT'L: Completes Interim Financing with Breckenridge
MERRY-GO-ROUND: Trustee Extends Office Lease for Another Year
METALS USA: Signs-Up Colliers Bennett as Real Property Brokers
METROCALL: Wants Court to Establish August 16 as Claims Bar Date
METROMEDIA INT'L: Won't Distribute Preferred Stock Dividend

MICROCELL: Nasdaq Nixes Request for Transfer to SmallCap Market
MINOLTA CO.: Weak Performance Spurs S&P Downgrade to Singe-Bpi
NII HOLDINGS: Gets Authority to Pay Critical Vendors' Claims
NATIONAL STEEL: Seeking Stay Relief to Setoff Mitsui Steel Debts
NATIONSRENT INC: Resolves Dispute over Leases with Citicorp

NETIA HOLDINGS: Telekom Creditors' Meeting Set for June 24, 2002
ORDERPRO LOGISTICS: Working Cap. Deficit Tops $1.1MM at Dec. 31
PACIFIC GAS: Wants to Enclose Letter in Solicitation Package
PACIFIC GAS: Revamps Utility Inspections with Better Technology
PRESIDENT CASINOS: Continued Debt Workout Talks with Noteholders

PURE WORLD: Begins Trading on SmallCap Market Effective June 6
RAINTREE RESORTS: S&P Cuts Rating to D Over Interest Nonpayment
SAMSONITE CORP: Taps Berenson Minella to Help Evaluate Options
TOWER AUTOMOTIVE: Revises Earnings Guidance for Second Quarter
TRI-UNION: S&P Knocks Rating Down to D After Missed Payment

VIRAL GENETICS: Auditors Doubt Ability to Continue Operations
WESTERN INTEGRATED: Gets Court Okay to Sign-Up Pachulski Stang
WILLIAMS COS.: Denies Engaging in Round-Trip Natural Gas Trades
WINSTAR COMMS: Court Okays Kaye Scholer as Trustee's Counsel
WORLDCOM INC: Wireless Unit Ends Contract with Third Millenium

WORLDCOM INC: Intends to Exit Non-Core Wireless Resale Business

* FTI Consulting Launches Strategic Settlement Services Practice

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525

                           *********

360NETWORKS: Bags Approval to Enter Purchase Agreement with Time
----------------------------------------------------------------
360networks inc., and its debtor-affiliates obtained the Court's
authority to enter into a Purchase Agreement with Time Warner
Telecom of California.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that the Debtors and Time Warner executed a
settlement agreement that resolved certain disputed issues with
respect to the construction, marketing and maintenance of a
fiber optic telecommunications system running from Portland,
Oregon, to Sacramento, California.  Ms. Chapman reminds Judge
Gropper that this Court previously approved the Settlement
Agreement.

Ms. Chapman explains that under the Settlement Agreement, the
Debtors and Time Warner Telecom of California, a subsidiary of
Time Warner Telecom Holdings, have negotiated a Fiber Optic
Purchase Agreement for the purchase of conduit and unactivated
fiber.  Under the Agreement, the Debtors would purchase:

   (i) 2 two-inch high-density polyethelene conduits;

  (ii) 72 fibers located in a 144-count cable installed in one
       side of the Timer Warner Telecom of California conduits;
       and

(iii) associated rights and improvements, including the rights
       to use manholes, handholes and vaults associated with the
       Debtor's conduits and the right to use equipment and
       Space in collocation facilities associated with the 360
       Fiber for $4,350,000.

"The Debtors would pay the Purchase Price of the 360 System by
utilizing the $4,350,000 credit available under the Settlement
Agreement," Ms. Chapman states.

The Debtors will be responsible for obtaining permits, approvals
or authorizations necessary for the ownership, operation,
maintenance and repair of the 360 Conduit and the 360 Fiber.
"The agreements, permits and approvals that grant these
Underlying Rights may be issued by or entered into with private,
governmental or quasi-governmental entities," Ms. Chapman adds.
The Purchase Agreement provides that:

     (i) Time Warner, California agrees to grant the Debtors a
         subeasement or sublicense in any rights of way,
         easements, or licenses granting Underlying Rights that
         were issued to it by a private party;

    (ii) Time Warner, California is obligated to partially assign
         any agreement granting Underlying Rights to the extent
         such assignment is permitted, issued by any governmental
         or other non-private party.  The Debtors will procure
         any other agreements necessary to obtain Underlying
         Rights.

According to Ms. Chapman, the transaction would provide the
Debtors and their estates a substantial benefit.  The Debtors
are parties to sell to a third-party one conduit in California.
However, the Debtors' network contains a gap of approximately
125 miles between Ontario, California and Mira Mesa, California,
which the Debtors must fill to perform under the Sales
Agreement. "The Debtors intend to fill this gap by purchasing
the 360 System," Ms. Chapman adds.  The Debtors have no viable,
cost effective alternative to fill this gap other than the
purchase of the 360 System under the Purchase Agreement.  Thus,
it is critical that the Debtors obtain authorization to enter
into the Purchase Agreement.  Moreover, the proceeds from the
Sales Agreement exceed the total cost of the Purchase Agreement.
Consequently, not only is the transaction by the Purchase
Agreement a cash-flow positive transaction but after a transfer
of a single conduit under the Sales Agreement, the Debtors will
retain fiber in Southern California as well as amplification and
regeneration space essentially at no cost. (360 Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AAi.FOSTERGRANT: Closes Workout with $52MM Debt-for-Equity Swap
---------------------------------------------------------------
AAi.FosterGrant, Inc., a leading marketer of branded optical
products and costume jewelry, has successfully completed its
turnaround by arranging a $52 million debt-for-equity swap and a
$4 million equity investment. The transaction paves the way for
the Company to accelerate the growth of the FosterGrant brand,
an American icon.

"This marks the rebirth of FosterGrant," said John Ranelli, the
Company's President and CEO who was recently named Chairman.
"The debt-for-equity swap and capital investment give the
Company fresh resources to invest in the FosterGrant brand and
to pursue growth. We will advance our industry-leading product
development by providing consumers more fashion and features for
their dollar, communicate our brand story to more people and
expand our distribution in current and new markets."

The debt-for-equity swap was the final stage in the Company's
three-stage turnaround strategy. The first stage demonstrated
the ability to earn a profit by focusing on the optical and
jewelry businesses while eliminating other unprofitable
businesses and reducing expenses. The second stage concentrated
on enhancing customer credibility by increasing sell-through and
on-time deliveries. The third stage focused on improving the
balance sheet. The resulting operational and financial
performances have been exceptionally effective in returning the
Company to profitability. From 1999 to 2001, management improved
EBITDA from a negative $1.6 million to a positive $9.2 million
(before restructuring charges and one-time adjustments), reduced
total debt from $88.9 million to $29 million and boosted gross
margin from 28.5 percent to 34.5 percent. Operationally, the
Company improved order accuracy from 88 percent to 98 percent
and on-time delivery performance from 74 percent to 99 percent.

The hallmark of the Company's new marketing efforts will be a
contemporary version of the classic FosterGrant advertising
campaign, "Who's that Behind Those FosterGrants?" The campaign,
slated to begin later this month, will feature supermodel Cindy
Crawford and four-time NASCAR Winston Cup Champion Jeff Gordon.
"Who's That Behind Those FosterGrants?" one of the most
successful advertising campaigns of all time, began in the 1960s
and featured celebrities such as Elvis Presley and Sophia Loren.

Aside from the advertising campaign, Ranelli said the Company
"will excite consumers of sunglasses, reading glasses and
jewelry by increasing features in our already value-packed
products and excite retailers by generating incremental revenue
and higher levels of product sell-through."

"John Ranelli led a remarkable turnaround at FosterGrant," said
Michael Cronin, managing partner and co-founder of Weston
Presidio, a private equity firm which invested an additional $4
million in equity into the Company. "We have great confidence in
the management team and anticipate an exceptional return on our
investment."

An overwhelming 99 percent of bondholders agreed to the debt-
for-equity swap, allowing the Company to retire $51.53 million
of its 10-3/4 percent senior notes due in 2006. Interest expense
will be reduced by approximately $6 million annually, to $2
million. The transaction did not affect employees, customers and
suppliers, which continued doing business as usual with
FosterGrant since the Company announced negotiations toward a
debt-for-equity swap in January.

"Over the past three years, we proved AAi.FosterGrant could
become a profitable company by focusing on our core businesses
and executing with excellence," said Ranelli. "At the same time,
we proved that we could meet, then exceed, our customers'
expectations. Now that we have the industry's strongest balance
sheet, look for us to prove the real strength of the FosterGrant
brand and our jewelry products."

AAi.FosterGrant, based in Smithfield, RI, owns one of the
leading brands of sun and reading glasses in the United States
and is also a leading designer of costume jewelry. The
FosterGrant brand provides the consumer with eyewear
representing exceptional styling, quality and features at
competitive prices.


ABRAXAS PETROLEUM: Sells East White Point Field to PEP for $10M+
----------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced the closing
of the sale of the Company's interests in the East White Point
field in south Texas to Peoples Energy Production for
approximately $10.5 million.

The properties sold represent approximately 1.8 MMcfe per day of
net production. This transaction is the first of several United
States property sales anticipated to close this summer.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. Please visit www.abraxaspetroleum.com for
the most current and updated information. The Web site is
updated daily to comply with the SEC Regulation FD (Fair
Disclosure).

At March 31, 2002, Abraxas Petroleum reported a total
shareholders' equity deficit of close to $40 million.


ADELPHIA BUSINESS: TSI Pushing for Prompt Decision on Contract
--------------------------------------------------------------
TSI Telecommunication Services, Inc., asks the Court to compel
Adelphia Business Solutions, Inc., and its debtor-affiliates to
assume or reject the agreement entered into by and between TSI
and the Debtors and compelling the payment of administrative
expense for post-petition services rendered to the Debtors.

Stephen H. Gross, Esq., at Robinson & Cole LLP in New York, New
York, relates that prior to the Petition Date, on September 24,
1999, Hyperion Telecommunication, Inc. d/b/a Adelphia Business
Solutions and TSI f/k/a GTE Telecommunication Services, Inc.
executed an Information and Network Products and Services
Agreement and the Access Revenue Management Solution Addendum.
Pursuant to the Agreement, TSI provides a service known as
Access Revenue Management Solution to the Debtors. Access
Revenue Management Solution is a service that provides the
billing capability necessary for a carrier to accurately capture
revenue from long distance phone calls to that carrier's own
customers from another long distance carrier's customers, and
revenue from local phone calls to that carrier's own customers
from customers of another phone company in that area. The
service provides:

A. pre-billing management of the records used to produce the
    bills Debtors send to their customers;

B. bill generation and distribution and application of
    payments/adjustments to members' accounts; and

C. information management, which includes a web-enabled
    warehouse which Debtor can access to view customer billing
    reports, such as total monthly revenue and total monthly
    usage.

As a result of their receipt of these TSI services, Mr. Gross
submits that the Debtors are able to bill their customers
approximately $15,000,000 a month for their customers' use of
the Debtors' network. The services TSI provides under the
Agreement furnish the Debtors' infrastructure by enabling the
Debtors' to capture, bill, and record its customers' use.
Clearly, without this infrastructure, the Debtors could not
function as a communications services provider. The Debtors'
ability to bill and collect revenues from their clients is
directly tied to uninterrupted utilization of these TSI
services. Without TSI's provision of these services, the
Debtors' ability to bill and collect revenue from its customers
would be significantly harmed and the Debtors' cash flow
negatively impacted.

As of the Petition Date, pursuant to the Agreement, the Debtors
owed TSI the following prepetition amounts:

        Date                         Amount
        February 1-28, 2002       $ 461,651.33
        March 1-26, 2002            314,783.70
                                  ------------
        Total                     $ 776,435.03

In addition, the Debtors owe TSI $685,775.85 for postpetition
services provided by TSI from the Petition Date through April
30, 2002.

To date, Mr. Gross informs the Court that the Debtors have
failed to pay any of its postpetition obligations to TSI. A
payment of $89,381.48 for services rendered from the Petition
Date through March 31, 2002 was due May 10, 2002. In addition,
TSI sent an invoice to the Debtors on May 10, 2002 in the amount
of $596,394.37 for postpetition services provided during the
month of April, 2002. Such payment is due no later than June 10,
2002.

Mr. Gross contends that the continuance of the services to be
furnished to the Debtors under the Agreement is crucial for the
Debtors' survival, no less a successful reorganization. The
services TSI provides under the Agreement consistently enable
the Debtors' to bill their customers approximately $15,000,000
on a monthly basis: the unqualified benefit to the estate is
self-evident. Clearly, the Debtors do not need additional time
to determine whether the Agreement is necessary for its
reorganization. Furthermore, Mr. Gross points out that in
addition to the $685,775.85 the Debtors owe TSI for postpetition
services rendered, the Debtors owe TSI $776,435.03 in
prepetition expenses. TSI is left in tine untenable position of
providing crucial services to the Debtors without payment and
without knowing whether the Debtor will elect to assume or
reject the Agreement. For these reasons, the Court should issue
an order compelling the Debtors to assume or reject the
Agreement within a reasonable time not to exceed 60 days
following the date of the order. (Adelphia Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCED REMOTE: Completes Recapitalization Deal with Housatonic
----------------------------------------------------------------
Advanced Remote Communication Solutions Inc. (OTCBB:BTRK),
announced completion of a re-capitalization transaction,
including both an equity infusion as well as a renegotiation of
the terms of the company's debt.

Under this transaction, Housatonic Partners LLC, a private
equity firm based in San Francisco and Boston, along with
others, have provided an immediate capital infusion for
continuing the growth of ARCOMS' business units and
subsidiaries.

Financial details of the transaction were not disclosed. Brandon
Nixon, general partner of Housatonic Partners, has been
appointed to serve as the new chairman and chief executive
officer of ARCOMS. Nixon brings an impressive background of
executive management experience throughout various telecom and
technology industries and market sectors.

"Housatonic Partners is excited to participate in this
initiative and I personally look forward to working with the
management and staff of ARCOMS," Nixon said. "It is our
collective challenge to execute upon a plan that will stimulate
the company and enhance value to all ARCOMS shareholders."

Michael Silverman, outgoing chairman and chief executive
officer, stated, "I am pleased that we have successfully
completed this transaction and believe it will lead to increased
shareholder value. Housatonic Partners provides an excellent
partner for ARCOMS at this stage in its growth cycle. I am
confident that Brandon Nixon has all of the outstanding
qualities necessary to lead the company into this exciting phase
in its development."

Silverman will continue to serve as a member of the ARCOMS board
of directors.

Advanced Remote Communication Solutions Inc. (ARCOMS) is a
global technology company delivering innovative and proprietary
solutions to customers in specific markets for their remote
information needs through its various business entities:
Boatracs, Enerdyne Technologies Inc. and Innovative
Communications Technologies Inc.

ARCOMS' products and services include customized software
applications; cost-effective satellite communications solutions;
near real-time vessel tracking; bandwidth-efficient, multimedia
satellite networks; e-mail technology; state-of-the-art, real-
time video compression products; multiplexing equipment; and
video monitoring services. ARCOMS' client base includes users
within the government, transportation, military, marine,
telecommunications, and commercial markets.

With headquarters in San Diego, ARCOMS has offices in El Cajon,
Calif.; Gulfport, Miss.; Gaithersburg, Md.; and Leiden, the
Netherlands. For more information about ARCOMS and its business
units, visit http://www.arcoms.com


AIRGATE PCS: Pursuing Talks on Possible Loan Covenant Amendment
---------------------------------------------------------------
AirGate PCS, Inc., (Nasdaq/NM: PCSA), a Sprint PCS Network
Partner, indicated that, based on current market conditions,
preliminary quarter-to-date trends and internal projections, it
is revising expectations for net subscriber additions for the
third fiscal quarter ended June 30, 2002. Due to a general
slowdown in demand, the Company now expects to add 22,000 to
27,000 new subscribers in the current quarter.

Commenting on the announcement, Thomas M. Dougherty, president
and chief executive officer of AirGate PCS, said, "Results for
the month of May proved to be lower than originally projected.
Consequently, at this time we do not expect to meet our
previously reported guidance of 35,000 to 40,000 net adds for
the quarter ended June 30, 2002. While our business clearly has
been affected by an overall industry decline in demand for new
wireless services, we also have experienced a greater-than-
expected reduction in the number of new sub-prime customers in
our territory. As previously announced, we restored the $125
deposit requirement for new sub-prime credit quality customers
on February 24, 2002 and this quarter represents the first full
three months with this requirement in place. While we remain
highly focused on sales execution and growing our subscriber
base, we also recognize the critical importance of maintaining
the quality of our customer base, reducing churn and minimizing
bad debt expense. We believe this is the right business strategy
for AirGate and will favorably position the Company to continue
to achieve balanced growth in subscribers and operating
earnings. We would expect higher levels of net additions during
the second half of calendar 2002 as a result of both reduced
churn and improved seasonality."

Based on the revised guidance, the Company also indicated in the
Midwest Region it will be challenged to meet the minimum
subscriber covenant under the iPCS senior credit facility. As a
result, the Company has implemented aggressive promotional
offerings and increased advertising to stimulate sales in the
Midwest Region. The Company is in discussions with the
Administrative Agent for the iPCS senior credit facility
regarding the potential need for amendment of this covenant.
Finally, because of the reduction in net additions, the free
cash flow date for iPCS may be extended by one quarter until
September 2003, but the anticipated cash cushion at free cash
flow is not lower than previously expected.

The Company is issuing the following update to the guidance
issued on April 30, 2002.

                  Previous Guidance            Revised Guidance
                   April 30, 2002            as of June 5, 2002
                  -----------------           ------------------

Net Additions       35,000-40,000               22,000-27,000

ARPU                    $59-$61                     $59-$61

Roaming Revenue  $24 mill.-$26 mill.       $25 mill.-$27 mill.

Roaming Expense  $21 mill.-$23 mill.       $18 mill.-$20 mill.

EBITDA           $1 million loss-            EBITDA positive
                  $3 million loss

Capital
Expenditures   Range of $17 million        Range of $17 million

Churn           Consistent with              Consistent with
                  recent trends                 recent trends

AirGate PCS, Inc., including its subsidiaries, is the Sprint PCS
Network Partner with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within seven states located in the
southeastern and mid-western United States. The territories
include over 14.6 million residents in key markets such as Grand
Rapids, Michigan; Charleston, Columbia, and Greenville-
Spartanburg, South Carolina; Augusta and Savannah, Georgia;
Champaign-Urbana and Springfield, Illinois; and the Quad Cities
areas of Illinois and Iowa. AirGate PCS is among the largest
Sprint PCS Network Partners. As a Sprint PCS Network Partner,
AirGate PCS operates its own local portion of Sprint's PCS
network to exclusively provide 100% digital, 100% PCS products
and services under the Sprint name in its territories.

Sprint operates the nation's largest all-digital, all-PCS
wireless network, already serving the majority of the nation's
metropolitan areas including more than 4,000 cities and
communities across the country. Sprint has licensed PCS coverage
of more than 280 million people in all 50 states, Puerto Rico
and the U.S. Virgin Islands. In mid-2002, Sprint plans to launch
its 3G network nationwide and expects to deliver faster speeds
and advanced applications on Sprint PCS 3G Phones and devices.
For more information on products and services, visit
www.sprint.com/mr. Sprint PCS is a wholly-owned tracking group
of Sprint Corporation trading on the NYSE under the symbol
"PCS." Sprint is a global communications company with more than
80,000 employees worldwide and $26 billion in annual revenues
and is widely recognized for developing, engineering and
deploying state-of-the-art network technologies.


AMERICA WEST: Revenue Passenger Miles for May Slide-Up 0.3%
-----------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics
for the month of May.  Revenue passenger miles (RPMs) for May
2002 were a record 1.7 billion, up 0.3 percent from May 2001.
The passenger load factor for the month of May was a record 75.5
percent, up 2.0 points from May 2001.  Capacity for May 2002
decreased 2.4 percent from May 2001 to 2.3 billion available
seat miles (ASMs).

America West also recorded its sixth consecutive month of
operating statistics at or near the top of the industry.  For
the month of May, America West's completion factor was 99.6
percent versus 98.0 percent in May 2001 and the airline's on-
time arrival rate was 87.7 percent up from 77.0 percent in May
2001.

Year-to-date load factor was also a record of 72.3 percent, up
1.1 points from 2001.  Year-to-date revenue passenger miles were
7.6 billion, an 8.2 percent decrease from 2001.  Available seat
miles decreased 9.6 percent for the current year to 10.5
billion.

America West also announced that, since implementing its new
business-friendly pricing structure on March 24, 2002, its
revenue per available seat mile (RASM) had improved versus the
industry.  America West's April RASM decline was well below the
industry's reported domestic decline of 12.8 percent.  Based on
Wall Street analyst estimates of May RASM performance, America
West believes its May RASM decline also will significantly
outperform the industry average.  This outperformance has
occurred despite America West's capacity having been restored to
within 2.4 percent of last year's levels while the industry's
domestic capacity is still down approximately 10 percent year-
over-year.

"We are pleased to report record traffic and load factors," said
W. Douglas Parker, chairman and chief executive officer.
"Although the airline industry continues to struggle, America
West's relative outperformance in traffic, load factor and
revenue per available seat mile is encouraging.  This
outperformance is attributable to overwhelming consumer support
of our new pricing structure and the hard work of our
outstanding employees to produce record operating reliability."

The following summarizes America West's May and year-to-date
traffic results for 2002 and 2001:

                        May 2002        May 2001       % Change
                        --------        --------       --------
Revenue Passenger

   Miles (000)          1,717,591        1,712,466        0.3

   Available Seat Miles
         (000)          2,275,903        2,330,756       (2.4)

   Load Factor (percent)   75.5             73.5        2.0 pts.

                        YTD 2002        YTD 2001       % Change
                        --------        --------       --------
Revenue Passenger

   Miles (000)          7,617,059        8,297,411       (8.2)

   Available Seat Miles
         (000)         10,542,307       11,660,908       (9.6)

   Load Factor (percent)   72.3             71.2        1.1 pts.

America West Airlines, the nation's eighth-largest carrier,
serves 88 destinations in the U.S., Canada and Mexico.  America
West Airlines is a wholly owned subsidiary of America West
Holdings Corporation, an aviation and travel services company
with 2001 sales of $2.1 billion.

                          *    *    *

As previously reported, 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.


AMERICAN ENERGY: Continued Restructuring Talks with Noteholder
--------------------------------------------------------------
The American Energy Group, Ltd., announced that its negotiations
to date with the holder of the $1,500,000 note secured by the
Company's Texas-based oil and gas leases, which matured on March
17, 2002, are continuing in an attempt to restructure the debt
or to extend it until such time as the Company completes its
ongoing efforts to achieve a capital infusion from investment
and lending sources. The Company has negotiated an extension
with the holder of the matured note, which postpones any
potential sale of the collateral until July 2, 2002. In the
event that the note is not paid by such date, there can be no
assurance that continued negotiations with the holder of the
matured note for further forbearance will be successful.

The American Energy Group, Ltd. (OTC: AMEL) is an independent
oil and gas exploration, drilling, and production company
currently based in Houston, Texas, engaged in international
exploration projects.


AMERICREDIT CORP: Commences Tender Offer for 9-1/4% Senior Notes
----------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) said it intends to commence a
tender offer and consent solicitation for all of its outstanding
9-1/4% Senior Notes due 2004. AmeriCredit intends to fund the
tender offer with the net proceeds from its proposed issuance of
$300 million aggregate principal amount of notes. The tender
offer is conditioned upon the consummation of the proposed sale
of the notes and other general conditions.

In connection with the tender offer, AmeriCredit will be
soliciting consents to proposed amendments to the indentures
governing the 9-1/4% Senior Notes due 2004. The proposed
amendments would eliminate substantially all of the restrictive
covenants and certain events of default from the indentures
governing the notes. Holders that tender their notes will be
required to consent to the proposed amendments, and holders that
consent to the proposed amendments will be required to tender
their notes. Tendering holders who validly tender their notes
and deliver consents by the consent date, which is Wednesday,
June 19, 2002, will receive total consideration of $1,023.13 per
$1,000 principal amount of such notes. The total consideration
includes a consent payment of $20.00 per $1,000 principal amount
of 9-1/4% Senior Notes due 2004. Holders who validly tender
their notes after the consent date will only receive tender
consideration of $1,003.13 and will not receive the consent
payment.

The consent solicitation will expire at 5:00 P.M. New York City
time, on Wednesday, June 19, 2002, and the tender offer will
expire at 12:00 midnight, New York City time on Wednesday, July
3, 2002, in each case unless extended or earlier terminated by
AmeriCredit. AmeriCredit currently plans to redeem, at a
redemption price of $1,023.13 per $1,000 principal amount of
such notes, all untendered 9-1/4% Senior Notes due 2004 in
accordance with the terms and conditions of the indentures
governing the notes.

Copies of the tender offer and consent solicitation documents
can be obtained by contacting D.F. King & Co., Inc., the
Information Agent for the consent solicitation, at (800) 431-
9642.

Bear, Stearns & Co. Inc. is acting as Dealer Manager for the
tender offer and Solicitation Agent for the consent
solicitation. Questions concerning the tender offer and the
consent solicitation may be directed to Bear, Stearns & Co.
Inc., Global Liability Management Group, at (877) 696-2327.

AmeriCredit Corp. is the largest independent middle-market auto
finance company in North America. Using its branch network and
strategic alliances with auto groups and banks, the company
purchases installment contracts made by auto dealers to
consumers who are typically unable to obtain financing from
traditional sources. AmeriCredit has more than one million
customers throughout the United States and Canada and more than
$13 billion in managed auto receivables. The company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com


AMERICREDIT: Proposes $300MM Private Sr. Unsecured Debt Offering
----------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) is proposing a private offering of
$300 million aggregate principal amount of senior notes to
certain qualified institutional buyers.

The purpose of the offering is to repurchase or redeem all of
AmeriCredit's outstanding 9-1/4% Senior Notes due 2004 and for
general corporate purposes, including using the proceeds of the
offering to fund its growth; to increase the amount of
automobile loans it can acquire, originate and hold for pooling
and sale in the asset-backed securities market; to support
securitization transactions; and for other working capital
needs.

The notes to be offered by AmeriCredit in the private placement
have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent such registration or an applicable exemption from the
registration requirements.

AmeriCredit Corp. is the largest independent middle-market auto
finance company in North America. Using its branch network and
strategic alliances with auto groups and banks, the company
purchases installment contracts made by auto dealers to
consumers who are typically unable to obtain financing from
traditional sources. AmeriCredit has more than one million
customers throughout the United States and Canada and more than
$13 billion in managed auto receivables. The company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com

                             *   *   *

As reported in the April 5, 2002 edition of Troubled Company
Reporter, Fitch Ratings lowered the senior unsecured rating of
AmeriCredit to 'BB' from 'BB+ '. The Rating Outlook has been
revised to Stable from Negative. The rating action centers on
concern regarding excessive growth well above internal capital
formation, dependance on the secured markets for long-term
financing, and volatility inherent in the company's short-term
warehouse facilities due to the presence of rating triggers. The
rating continues to reflect ACF's good performance to date,
sophisticated risk management capabilities and a leading market
position in subprime automobile finance.

ACF's capitalization profile has continually declined following
the company's secondary stock offering in August 1999. As of
December 31, 2001, equity to managed assets has dropped to 8.99%
from 10.50% at September 30, 1999. The primary driver behind the
decline in capital ratios has been the company's robust
receivable growth. ACF's managed auto receivables totaled $12.4
billion at December 31, 2001, an increase of 51% since December
31, 2000. The composition of ACF's capital structure remains
weak. Securitization-based residual assets totaled $1.5 billion
or 120% of total equity (equity does not include a deferred tax
liability of approximately $140 million) at December 31, 2001.
The value of these securitization-based residual assets is based
on assumptions related to asset quality and prepayment speeds.
Fitch assesses a significant risk-weight to these assets in its
capitalization assessment. ACF has not supplemented its
portfolio growth with additional common equity, further eroding
its capital structure.

The company remains heavily reliant on secured financing and
securitization for funding growth over the intermediate term.
Continued access to the securitization market remains vital to
pay down warehouse lines. Fitch is concerned about the ultimate
availability of warehouse funding that can occur in the event of
a three-notch rating downgrade.


AMERIGAS PARTNERS: Brings-In PwC to Replace Andersen as Auditors
----------------------------------------------------------------
On May 21, 2002, AmeriGas Propane, Inc., the general partner of
AmeriGas Partners, L.P., determined to dismiss the Partnership's
independent auditors, Arthur Andersen LLP, and to appoint
PricewaterhouseCoopers LLP as the Partnership's new independent
auditors. This determination followed AmeriGas' decision to seek
proposals from independent accountants to audit the consolidated
financial statements of the Partnership and was approved by
AmeriGas' Board of Directors upon the recommendation of its
Audit Committee. PWC will audit the consolidated financial
statements of the Partnership for the fiscal year ending
September 30, 2002.

The company boosted its position as one of the top two US retail
propane purveyors (rivaling Ferrellgas for the #1 slot) by
buying the Columbia Energy Group propane businesses from
NiSource in 2001. AmeriGas sells more than 1 billion retail
gallons of propane annually. It serves residential, commercial,
industrial, agricultural, motor fuel, and wholesale customers
from more than 700 locations in all 50 states. AmeriGas also
sells propane-related supplies and equipment and operates a
prefilled portable tank service.

As reported in the May 9, 2002 edition of Troubled Company
Reporter, Fitch assigned a BB+ rating on Amerigas Partners' $40
million senior notes due 2011.


AMES DEPT: Retains Plan Filing Exclusivity Until Feb. 28, 2003
--------------------------------------------------------------
Ames Department Stores, Inc. and its debtor-affiliates'
Exclusive Period within which to propose and file a Plan of
Reorganization is extended through February 28, 2003, and the
Debtors' Exclusive Period during which to solicit acceptances of
that plan is extended through April 29, 2003. (Ames Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ARTHUR ANDERSEN: Milwaukee & NY Partners Join Grant Thornton
------------------------------------------------------------
Global accounting firm Grant Thornton LLP has acquired the
Arthur Andersen Milwaukee middle market practice and additional
middle market partners and staff from the Andersen New York
office.

This comes on the heels of the Monday acquisition of former
Andersen offices in Charlotte (NC), Greensboro (NC) and Colombia
(SC).

A total of eight Arthur Andersen middle market partners and an
additional 68 employees will join Grant Thornton in the deals.
The former Andersen Milwaukee office will now operate under the
Grant Thornton name, and will consist of three partners and 36
staff, all former Andersen employees. An additional five
partners and 32 staff from the Andersen New York middle market
practice will join the Grant Thornton New York office.

Talks between Andersen and Grant Thornton will continue
regarding possible additional office and professional additions
that fit into the Grant Thornton middle market strategy.

Grant Thornton is the leading global accounting, tax, and
business advisory firm dedicated to serving the needs of middle-
market companies. Founded in 1924, Grant Thornton serves public
and private middle-market clients through 47 offices in the
United States, and in more than 650 offices in 109 countries
through Grant Thornton International. Grant Thornton's Web site
address is http://www.GrantThornton.com


AVISTA CORP: Obtains $225 Mill. New Credit Facility Arrangement
---------------------------------------------------------------
Avista Corp. (NYSE: AVA) has entered into a $225 million
committed line of credit, replacing an agreement that expired on
May 29.  The new, 364-day credit line represents a $5 million
increase over the previous line. Avista also announced the
extension of its accounts receivable program, which provides
another form of cost-effective, short-term liquidity for the
company.

The new credit facility arrangement includes a group of banks,
with the Bank of New York as lead arranger and administration
agent and with Union Bank of California as the co-lead arranger
and syndication agent.

"Considering global events in the energy and utility markets and
the continued tight credit available for energy companies in
general, we are very pleased to be able to renew our credit
facility at an increased level," said Jon E. Eliassen, senior
vice president and chief financial officer for Avista Corp. "We
believe this demonstrates recognition by our banks that we have
strengthened our utility business, that we continue to build on
positive relationships with state regulators, and that cash
flows have improved significantly."

Avista also renewed a receivables financing program for another
year, through May 2003. Avista Receivables Corp. is a wholly
owned, bankruptcy-remote subsidiary formed for the purpose of
acquiring or purchasing interests in certain accounts
receivable. Avista Receivables Corp. may sell, without recourse,
up to $100 million of receivables on a revolving basis. This
program, which was also increased from prior levels, provides
Avista with cost-effective, short-term financing.

Avista Corp. is an energy company involved in the production,
transmission and distribution of energy as well as other energy-
related businesses. Avista Utilities is a company operating
division that provides electric and natural gas service to
customers in four western states. Avista's non-regulated
affiliates include Avista Advantage, Avista Labs and Avista
Energy. Avista Corp.'s stock is traded under the ticker symbol
"AVA" and its Internet address is http://www.avistacorp.com

As reported in the March 13, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed Avista Corp.'s low-B
ratings due to the company's weakening financial profile.


B/E AEROSPACE: Releasing 1st Fiscal Quarter Results on June 18
--------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq:BEAV) will release its financial
results for the first fiscal quarter prior to the opening of the
Nasdaq Stock Market on Tuesday, June 18.

The company will hold its regular quarterly conference call to
discuss the results at 10:30 a.m. Eastern time on Tuesday, June
18. To listen live via the Internet, visit the Investors section
of B/E's Web site at http://www.beaerospace.com B/E suggests
that you check this link well in advance of the conference call
to ensure that your computer is configured to receive the
webcast.

B/E Aerospace, Inc. is the world's leading manufacturer of
aircraft cabin interior products, and a leading aftermarket
distributor of aircraft component parts. With a global
organization selling directly to the world's airlines, B/E
designs, develops and manufactures a broad product line for both
commercial aircraft and business jets and provides cabin
interior design, reconfiguration and conversion services.
Products for the existing aircraft fleet -- the aftermarket --
provide almost two-thirds of sales. For more information, visit
B/E's Web site at http://www.beaerospace.com

                          *   *   *

As previously reported, Standard & Poor's has assigned a BB+
rating to B/E Aerospace's $150 million credit facility. However,
the international rating agency revised its ratings outlook to
negative following the September 11 terrorist attacks.


BETHLEHEM STEEL: Arcelor Eyeing JV with Burns Harbor Plant
----------------------------------------------------------
The world's largest steelmaker, Arcelor SA, wants to get even
bigger and says it has fixed its eyes set on Bethlehem Steel's
Burns Harbor plant.

Talks of a joint venture between Arcelor and Bethlehem Steel
have been buzzing the past few weeks and have been reported in
the Financial Times.  Bethlehem Steel won't comment, except to
say that Arcelor is one of several companies that have shown
interest in Burns Harbor.  The Burns Harbor plant manufactures
automotive steel and is a business Arcelor knows well.
Luxembourg-based Arcelor supplies automotive steel for one-third
of all European cars.

Bethlehem Steel earlier expressed their intention to exit from
Chapter 11 by either forming a joint venture or through a sale.
(Bethlehem Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


BRIDGE INFO: Hearing on Tax Claims to Continue Until June 12
------------------------------------------------------------
The Court rules that the hearing on the objection to tax claims
against Bridge Information Systems, Inc., and its debtor-
affiliates will be continued until June 12, 2002 as it relates
to the proofs of claim identified as:

Creditor                     Claim #               Claim Amount
--------                     -------               ------------
City of New York               566                   $305,741
Department of Finance
Attn: Nabil Iskander

City of New York               422                     $3,300
Department of Finance
Attn: Nabil Iskander

City of New York               504                     $3,850
Department of Finance
Attn: Nabil Iskander

City of New York               547                     $1,980
Department of Finance
Attn: Nabil Iskander

State of Tennessee             399                   $357,762
Department of Revenue
Attn: Wilbur E. Hooks

State of Tennessee             400                 $1,646,483
Department of Revenue
Attn: Wilbur E. Hooks
(Bridge Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BURLINGTON: Court Okays Two Trademark License Pacts Assumption
--------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
the Court's authority to assume:

  (1) a trademark license agreement dated September 1, 2001 with
      Arlington Socks GmbH & Co. KG and Kunert, AG; and

  (2) a trademark license agreement dated October 1, 2000 with
      Kayser-Roth Corporation.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger PA,
in Wilmington, Delaware, relates that Burlington licenses the
"BURLINGTON" trademark to Arlington.  The Arlington Trademark
Agreement, Mr. DeFranceschi explains, grants Arlington an
exclusive license to use the BURLINGTON trademark in connection
with:

      (a) Arlington's sale of socks and hosiery; and

      (b) certain men's apparel products and any other apparel
          product subsequently made subject to the Arlington
          Trademark Agreement by written amendment.

According to Mr. DeFranceschi, the territory for the licenses
granted under the Arlington Trademark Agreement includes
countries in Europe, Asia and the Middle East.  The initial term
of the Arlington Trademark Agreement is:

  (a) eight years, expiring on December 31, 2009 with respect to
      the Hosiery Products Use; and

  (b) three years, expiring on December 31, 2004 with respect to
      the Apparel Products Use.

Mr. DeFranceschi tells the Court that the scheduled royalties
under the remaining term of the Arlington Trademark Agreement
total approximately 3% of Net Sales per calendar quarter of each
year.

Pursuant to the Kayser Trademark Agreement, the Debtors also
license the "BURLINGTON" and the "BURLINGTON CORPORATE WEAVE"
trademarks to Kayser.  Kayser is granted exclusive use of the
trademarks in connection with its sale of socks and hosiery.
The territory for the license includes the United States and all
U.S. territories, possessions, military bases, and commissaries,
Canada and Mexico.  The term of the Kayser Trademark Agreement
is approximately three years, expiring on December 31, 2003.
"The scheduled annual royalties under the remaining term of the
Kayser Trademark Agreement equal the greater of $1,000,000,
payable in four quarterly installments, or 3% of Net Sales," Mr.
DeFranceschi relates. (Burlington Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BURLINGTON: Firms-Up Future Structure & Restructuring Actions
-------------------------------------------------------------
With the completion Friday of the sale of its bedding and window
consumer products businesses and approval by the Court last week
to sell its residential upholstery fabrics business, Burlington
has established the future structure and the strategic direction
for the company.

"Only seven months into our reorganization and thanks to the
hard work and efforts of many people, we have accomplished the
strategic objectives of the company's reorganization as outlined
in November," said George W. Henderson, III, Chairman and Chief
Executive Officer.  "We are moving aggressively to implement
these actions and move forward as a stronger, more competitive
company.  Our actions remain focused on creating a solid base on
which to grow our company and position us to effectively provide
products that bring distinction and value to the market."

The company's new structure, which is centered on elevating the
company's ability to bring innovation and distinctive products
to the market, includes the following businesses:

      Lees Carpets - Lees continues to be a market leader in
commercial floorcovering with a reputation for innovation and
performance.

      Burlington House - Going forward the Burlington House
division will focus on fabrics for mattress coverings, bedding
and window consumer products and high-performance commercial
interior fabrics.

      Burlington WorldWide - Burlington WorldWide is the Hong
Kong based, global marketing and product development
organization to develop, source and distribute technology based
fabrics worldwide.

      Burlington Apparel Fabrics - Burlington Apparel Fabrics is
a leader in synthetics, wool and differentiated denim with
plants in the United States and Mexico.

      Nano-Tex, LLC - Through our investment in and partnership
with Nano-Tex, LLC, the company is providing technology,
advanced performance and distinctive innovation across the
diverse range of Burlington products.

Henderson concluded, "We are pleased with the progress of our
reorganization and our early results are very encouraging.  Our
plan is forward-looking and we are committed to transforming the
company to be a leading global competitor.  With the structure
in place, our focus will be on implementing the necessary
changes and moving forward as a new company."

Burlington Industries, Inc. (OTC Bulletin Board: BRLG) is one of
the world's largest and most diversified manufacturer and
marketer of softgoods for apparel and interior furnishings.
Burlington Industries filed voluntary petitions for Chapter 11
under the U.S. Bankruptcy Code on November 15, 2001.

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


CPI AEROSTRUCTURES: Reaches Pact to Restructure Debt Facilities
---------------------------------------------------------------
CPI Aerostructures, Inc. (Amex: CVU) said that it and its senior
and subordinated lenders had reached agreement regarding the
terms of a restructuring of its debt facilities, subject to the
execution of definitive agreements to put them into effect.

Under the new terms, one tranche of the senior bank loans, in a
principal amount of $2,682,000, will be amortized at an amount
beginning at $50,000 per month, increasing to $100,000 during
the term, with a final payment of the balance due on June 30,
2003. A second tranche, for $734,000, the amount remaining from
an equipment lease originally provided to CPI's Kolar
subsidiary, will be amortized at $20,000 per month, with a final
payment on June 30, 2003. The subordinated note issued in
connection with the Kolar acquisition will mature ninety days
after the maturity of the bank loans but not later than June 30,
2007. Until then, it will continue to accrue interest, which
will be paid at maturity together with the principal amount.

Terms of the existing mortgage for the Kolar buildings will
remain in effect until the last two properties are sold. The
sale of these buildings is expected to yield enough to
extinguish the $280,000 mortgage debt, with any remaining
proceeds to be applied against the first tranche of the term
loans.

"This restructuring will enable CPI to continue the growth trend
that it has established over the past four years," stated CPI's
President, Edward J. Fred. "Both the banks and the subordinated
creditor have been extremely cooperative with the company, and
have continued to work with us to get CPI on a solid financial
footing. It is because of relationships like these that we look
at the future of the company with great optimism," concluded Mr.
Fred.

Founded in 1980, CPI Aerostructures, Inc. is a sub-assembly
manufacturer servicing the commercial and military sector of the
aircraft industry.


CELESTRON INT'L: Facing Meade's Second Patent Infringement Suit
---------------------------------------------------------------
Meade Instruments Corp. (Nasdaq:MEAD) has filed a second lawsuit
against Tasco Worldwide, Inc. and Celestron International, Inc.,
charging the two companies with infringement of Meade's newly
issued telescope alignment patent, Patent No. 6,392,799, "Fully
Automated Telescope System with Distributed Intelligence."

The lawsuit also names as defendants any prospective purchasers
of Tasco or Celestron assets (such as inventory, intellectual
property or manufacturing facilities) who infringe Meade's
newly-issued patent by making, selling, importing, or offering
to sell infringing products. Meade took this step because of the
liquidation proceedings reported last week, in which Tasco and
Celestron have assigned their respective assets to an assignee.
Such an assignment for the benefit of creditors can serve as an
alternative to a voluntary Chapter 7 petition for bankruptcy.
The lawsuit also names the assignee, James S. Feltman, as a
defendant, alleging that he is infringing Meade's patent by
manufacturing, selling, importing, or offering to sell
infringing Celestron and Tasco models, including Celestron's
NexStar 60 Series, NexStar 80 Series, NexStar 114 Series,
NexStar 4, NexStar 5, NexStar 8, NexStar 8 GPS, NexStar 11 GPS,
and Tasco's StarGuide ST-114000CT, ST-41325CT, ST-60700CC, ST-
60700CT, ST-80400CT, as well as possibly other products.

As announced last week, Patent No. 6,392,799 covers Meade's
revolutionary "level the telescope and point it North" or
"level-North" telescope alignment procedure, invented by the
Company in 1998, which allows a novice with no knowledge of the
heavens to easily align a telescope's computer. It is one of
Meade's fourteen issued U.S. patents or pending patent
applications related to computerized telescopes. An earlier such
patent (No. 6,304,376, also entitled "Fully Automated Telescope
System with Distributed Intelligence") was the occasion for a
pending lawsuit, filed in October, 2001, in which Meade has
charged Tasco and Celestron with patent infringement and unfair
competition.

The second patent infringement lawsuit alleges that Tasco and
Celestron intentionally copied Meade's proprietary telescope
alignment technology and incorporated that technology into a
wide range of their consumer telescope models. In addition to
seeking compensation for damages incurred, the suit seeks to
enjoin Tasco, Celestron and the other defendants from continuing
to manufacture or sell products that infringe Meade's telescope
alignment patent.

John C. Diebel, Chairman and CEO of Meade, said: "Over the past
several years Meade has expanded significantly the marketability
of consumer telescopes by further developing automatic 'go-to'
pointing capability and other advanced technical features, such
as our revolutionary 'level-North' alignment technology. As we
have stated previously, these inventions and the underlying
intellectual property are significant assets of our company. We
will continue to take all appropriate steps to protect these
assets."

Meade is a leading designer and manufacturer of optical products
including telescopes and accessories for the beginning to
serious amateur astronomer. Meade also offers a complete line of
binoculars that address the needs of everyone from the casual
viewer to the serious sporting or birding observer. The Company
distributes its products worldwide through a network of
specialty retailers, mass merchandisers and foreign
distributors. Additional information on Meade is available at
http://www.meade.com


CELLPOINT INC: Completes Swedish Subsidiary's Reconstruction
------------------------------------------------------------
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, has entered into a
purchase agreement with the trustee for CellPoint's former
Swedish subsidiary, CellPoint Systems AB. All assets will be
purchased through the Company's new Swedish subsidiary,
CellPoint AB.

The Company formed a new wholly-owned subsidiary, hired the key
personnel from its former subsidiary and is acquiring all assets
from the bankruptcy trustee in an all cash deal. "The
acquisition of our assets in conjunction with the retention of
all key personnel ensures that CellPoint's customers and
partners will continue to get the unparalleled technology
solutions and customer service that CellPoint has always
delivered," said Stephen Childs, President and CEO of CellPoint.

CellPoint Inc. began negotiations with the trustee to complete
the reconstruction of CellPoint Systems AB under the Swedish
Bankruptcy Law instead of under the Swedish Reconstruction Act.
After what the Company had termed to be a formal error by a
court in Stockholm that put the subsidiary into bankruptcy,
CellPoint was forced to forgo the formal composition it had
entered into willingly. The end result proved to be more cost
effective and allowed the Swedish subsidiary to emerge from
bankruptcy more quickly and at a lower cost than through the
formal composition the Company chose to pursue.

With the bankruptcy matter solved, CellPoint will now proceed
with the first tranches of funding through institutional
investors in Switzerland and Sweden. The long-term funding plan
is structured to allow CellPoint to receive funds as needed, in
accordance with CellPoint's growth and strategic plan, with the
goal to minimize stockholder dilution throughout this process.

"This was the final stage of a comprehensive internal financial
restructuring over the past year, and CellPoint emerges with a
much-improved balance sheet that will allow us to continue our
focus on commercial business opportunities and strategic
partnerships," added Childs. The post-restructuring balance
sheet shows a significant increase in equity since the quarter
ended December 31, 2001 as a direct result of the Company's
financial restructuring and litigation work during this calendar
year.

CellPoint Inc. (Nasdaq and Stockholmsborsen: CLPT) is a leading
global provider of location determination technology, carrier-
class middleware and applications enabling mobile network
operators rapid deployment of revenue generating location-based
services for consumer and business users and to address mobile
E911/E112 security requirements.

CellPoint's two core products, Mobile Location System and Mobile
Location Broker, provide an open standard platform adapted for
multi-vendor networks with secure integration of third-party
applications and content. CellPoint's location platform has a
seamless migration path to GPRS and 3G, supports 500,000
location requests per hour and can easily be scaled-up to handle
increased traffic throughput.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.

CellPoint is a global company headquartered in Kista, Sweden.
For more information, please visit http://www.cellpoint.com


CHART INDUSTRIES: Names van Glabbeek as VP for Strategic Dev't
--------------------------------------------------------------
Chart Industries, Inc. (NYSE:CTI) announced the appointment of
G. Jan F. van Glabbeek to the newly created position of Vice
President -- Strategic Development. In this position, Jan van
Glabbeek will report directly to Arthur S. Holmes, Chairman and
Chief Executive Officer, and be responsible for assisting Chart
in its development and execution of plans for operational
reorganization, consolidation, asset divestiture and other
special projects.

Mr. van Glabbeek previously was responsible for operational and
development programs in India for Eaton Corporation, a global
diversified industrial manufacturer headquartered in Cleveland,
Ohio. He joined Eaton in 1991 to acquire and manage capital
investments in eastern Germany, and was appointed in 1993 to
manage the sales, marketing, product engineering, R&D and
product supply functions for Eaton's Engine Components Division
in Europe. Mr. van Glabbeek became Eaton's country manager for
India in 1998. Prior to Eaton, he served in various executive
positions both in the U.S. and overseas at TRW Inc., from 1984
to 1991, and at Gulf Oil, from 1970 to 1984.

"Jan will play a significant role in Chart's ongoing operational
reorganization activities," said Mr. Holmes. "He brings a wealth
of experience, particularly in the areas of manufacturing
operations, restructuring and development. I am confident that
his skills and leadership will assist us in achieving our goals
of consolidating operations, rationalizing costs and unlocking
the value of non-core assets," Mr. Holmes concluded.

Mr. van Glabbeek earned a B.S. in Mechanical Engineering from
the School of Higher Technical Learning in Utrecht, The
Netherlands, and later received a Graduate Certification in
International Business from Nijenrode University in Breukelen,
The Netherlands. He also has earned an MBA from Syracuse
University and participated in executive and manufacturing
programs at the University of Michigan.

Chart Industries, Inc. manufactures standard and custom-built
industrial process equipment primarily for low-temperature and
cryogenic applications. Headquartered in Cleveland, Ohio, Chart
has domestic operations located in 12 states and international
operations located in Australia, China, the Czech Republic,
Germany and the United Kingdom.

                          *    *    *

As previously reported, Chart Industries' Chairman and Chief
Executive Officer Arthur S. Holmes commented on the company's
first quarter results, saying that "[t]he first phase of
[the company's] financial restructuring was completed in the
first quarter of 2002."

Additionally, Mr. Holmes stated that after securing bank
amendments to the company's credit facilities, "[the company is]
now able to focus on methods of paying down debt and reducing
Chart's leverage, ultimately leading to improved shareholder
value."

"Going forward, we are finalizing a review of possible
operational restructuring actions which could result in
substantial future improvements in our earnings. When
implemented, these initiatives could result in additional non-
recurring charges to operations in future quarters, but are
planned to result in rapid paybacks. We also continue to focus
on potential sources of additional capital and are currently in
discussions with several investor groups, including one group
that is at an advanced stage of due diligence, regarding a
potential investment in the Company. Finally, we are pursuing
the sale of certain assets that are non-core."


COMDISCO INC: Court Approves KPMG's Engagement as Fin'l Advisors
----------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
authority to employ and retain KPMG LLP as their financial
advisors, nunc pro tunc to April 11, 2002.

Robert E. T. Lackey, the Executive Vice President, Chief Legal
Officer and Secretary of the Debtors, recounts that the Debtors
entered into a Retainer Agreement with Arthur Andersen as their
Financial Advisor.   Due to the controversies of the Andersen
firm, both partners and employees of Arthur Andersen have been
leaving the firm to pursue other interests.  "The impact of
Andersen's current situation has directly affected the team that
has been working on the Debtors' cases," Mr. Lackey states.
Thomas J. Allison and Kevin A. Krakora, two of the most critical
members of the Andersen team, have resigned from their positions
at Andersen's.  These two members along with the junior
employees under them have been integral in the Debtors' cases
including, their examination of the Debtors' assets in Europe,
their analysis of the over 4,000 claims filed against the
estates and the formulation of the liquidation analysis included
in the Debtors' disclosure statement.  "Despite the fact that
Mr. Allison and Mr. Krakora have left Arthur Andersen, it is
critical that the Debtors retain these individuals who have been
working with their cases from the very beginning," Mr. Lackey
adds.

Mr. Krakora is now a Principal in KPMG's Corporate Recovery
group.  Mr. Lackey tells the Court that Mr. Krakora has been a
restructuring advisor for over ten years and is qualified to act
as a financial advisor to the Debtors' in these cases.  Mr.
Krakora has assisted the Debtors in addressing and resolving
their pre-petition liquidity crisis, worked with the Debtors in
business planning and advised the Debtors regarding their
restructuring.  In addition, Mr. Krakora has knowledge of the
Debtors' accounting systems, business operations and the
specific financial issues at the Debtors' cases.  Most
importantly, Mr. Krakora has extensive residual knowledge of the
Debtors and their proceedings, which includes his critical role
in the claims analysis and liquidation analysis.

Mr. Lackey explains that in order to avoid incurring cost and
delay associated with retaining a financial advisor devoid of
the residual knowledge possessed by Mr. Krakora, the Debtors
determine it is imperative to retain KPMG.

The Debtors have also expressed an interest in retaining Huron
Consulting Group as their financial advisor.  Tom Allison, has
joined Huron after leaving Arthur Andersen's firm.  Mr. Lackey
relates that the services to be provided by KPMG will not be
duplicative of those to be provided by Huron and KPMG will
accordingly coordinate with Huron or Arthur Andersen to avoid
duplication of effort.

The professional services that will be required of KPMG
includes:

   (i) analyzing financial and other information as necessary to
       maintain an understanding of the Debtors' operations and
       financial position;

  (ii) assisting the Debtors in connection with financial
       reporting matters resulting from the bankruptcy and
       restructuring, and preparation of any reports required by
       the Court or the U.S. Trustee;

(iii) analyzing and commenting on cash or other projections and
       submissions to the Court of reports and statements of
       receipts, disbursements and indebtedness;

  (iv) assisting the Debtors with formulating a plan of
       reorganization and preparation of an accompanying
       disclosure statement;

   (v) assisting the Debtors with issues relating to the
       confirmation of a plan of reorganization, including
       assistance with claims resolution;

  (vi) discussing with the Debtors' management and counsel in
       connection with other business matters relating to the
       activities of the Debtors;

(vii) assisting the Debtors with the preparation of a
       liquidation analyses;

(viii) providing litigation consulting services and expert
       witness testimony as required;

  (ix) assisting the Debtors in preparing communications to
       employees, customers, and creditors;

   (x) working with accountants and other financial consultants
       for the banks, committees and other creditor groups; and

  (xi) providing other financial and business advisory services
       as required by the Debtors and their legal counsel.

Mr. Lackey states that KPMG's requested compensation for
professional services rendered will be based upon the hours
actually expended by the assigned professional's hourly billing
rate.  "The Debtors have agreed to compensate KPMG for
professional services rendered at its normal and customary
hourly rates," Mr. Lackey adds.

In the normal course of business, KPMG revises its hourly rates
every October 1 of each year.  The normal and customary hourly
rates for financial advisory services to be rendered are:

     Partners/Principals                            $510-$570
     Managing Directors/Directors                   $420-$480
     Senior Managers/Managers                       $330-$390
     Senior/Staff Consultants                       $240-$300
     Associate                                      $150-$210
     Paraprofessionals                              $120

Mr. Lackey further informs the Court that KPMG will also seek
reimbursement for necessary expenses including travel,
photocopying, delivery service, postage, vendor charges and
other out-of-pocket expenses incurred in providing professional
services.  KPMG intends to apply to this Court for the allowance
of compensation and reimbursement of expenses.

Kevin A. Krakora, a Principal of KPMG LLP, asserts that KPMG
does not hold or represent an interest adverse to the Debtors or
their estates that would impair KPMG's ability to objectively
perform the professional services expected of them.  "While KPMG
has provided tax and audit services to the Debtors since 1971,
and will continue to do so, their disinterestedness is not
affected," Mr. Krakora states.  Although KPMG has in the past
been retained by, and will still likely provide services for
certain of the Debtors' creditors and other parties in interest,
Mr. Krakora assures that it would be for matters totally
unrelated to the Debtors' cases.  Accordingly, KPMG is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

                          *   *   *

Judge Barliant approves the application to retain KPMG as the
Debtors' Financial Advisors nunc pro tunc to April 11, 2002.
(Comdisco Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


COVANTA ENERGY: Intends to Execute CPPI Restructuring Documents
---------------------------------------------------------------
Two Debtors, Covanta Energy Corporation and Covanta Energy
Americas, Inc., ask the Court to allow them to execute two
documents relating to the restructuring of certain secured
obligations of non-debtor affiliate, Covanta Power Pacific, Inc.

Vincent E. Lazar, Esq., at Jenner & Brock, LLC, in Chicago,
Illinois, reports that Covanta Power is a party to a pre-
petition Loan Agreement dated April 10, 1998 with Bayerische
Hypo-Und Vereinsbank, A.G. as Agent and Lender, and Landesbank
Hessen-Thuringer Girozentrale, New York Branch as Lenders.  To
secure Covanta Power's obligations:

     (a) Covanta Power granted the Lenders liens and security
         interests on and in certain of its assets;

     (b) Covanta Energy Americas pledge its stock interests in
         Covanta Power to the Lenders; and

     (c) Covanta Energy Corp. agreed, through a Tax Credit
         Agreement with Covanta Power, to purchase certain tax
         credits from Covanta Power; and

     (d) a non-debtor Covanta Energy Group, Inc. agreed, through
         a Revolving Note Agreement, to repay to Covanta Power,
         in the event of certain cash deficiencies in the amounts
         necessary to service its holding company level debt, up
         to $10,000,000 that has been transferred upstream from
         Covanta Power to Covanta Energy Group. The Note is being
         held by the Lenders.

Prior to the Petition Date, Mr. Lazar relates, Covanta Power and
the Lenders agreed to restructure certain features of the Loan
Agreement and related documents, particularly:

     (a) both the Tax Credit Agreement and the Revolving Note
         Agreement would be terminated;

     (b) the Loan Agreement and related documents would be
         modified to, among other things, eliminate the
         bankruptcy filing of Covanta Energy Americas and other
         Debtors as events of default under the applicable
         Covanta Power loan documents;

     (c) Covanta Power would be permitted to grant certain
         subordinated liens as adequate protection in connection
         with the Debtors' Chapter 11 cases; and

     (d) a $5,000,000 debt reserve would be created from Covanta
         Power's funds as further security for Covanta Power's
         obligations arising under the Loan Agreement.

However, Mr. Lazar clarifies that the termination of the Tax
Credit Agreement and the Revolving Note Agreements, and the
consent of Covanta Energy Americas are conditions to the
effectiveness of the restructuring.

Accordingly, the Debtors ask the Court to approve the execution
of:

     (a) a Termination of Tax Credit Agreement; and

     (b) a Parent Consent, to which Covanta Energy Americas
         would consent to Covanta Power's execution of the
         amendments to the Loan Agreement.

Mr. Lazar contends that the Court should approve the motion
because if the restructuring will not push through, the Lenders
may be entitled to immediately setoff against more than
$10,000,000 in Covanta Power's accounts over which they exercise
control, thereby disrupting the flow of cash to the Debtors'
Centralized Cash Management System.  Moreover, execution of the
Termination of Tax Credit Agreement and Parent Consent will
maximize the value of Covanta Energy Americas' equity interest
in Covanta Power and its affiliates by avoiding a default or the
necessity for a potentially costly and unpredictable Chapter 11
proceeding for Covanta Power and its subsidiaries.  The two
agreements would also prevent the exposure of the Debtors'
estates to any new or additional liability, Mr. Lazar concludes.
(Covanta Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Gets Court's Nod to Enter Into Forbearance Agreement
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates obtained the Court's
authority to enter into a Forbearance Agreement as well as
approval of the terms of the settlement, resolving disputes
regarding a Sublease under a Land and Facilities Lease Agreement
date April 8, 1997 between Brazos Office Holdings, L.P. and
Enron Leasing Partners, L.P. -- a non-debtor affiliate.

The property subject to the Lease is the Enron Corporation's and
its debtor-affiliates' corporate headquarters located at 1400
Smith Street, Houston, Texas.

The terms of a Forbearance Agreement that provides:

    -- From the date certain conditions precedent are met,
       through March 31, 2003, subject to the early termination
       provisions of the Forbearance Agreement, the Agent and the
       Banks will not commence any legal proceeding or take any
       other action against any of the Enron Parties to collect
       the Basic Rent, Additional Rent or other amounts due under
       the Facilities Lease or other Credit Documents or to
       foreclose its or the Borrower's Liens on the Property or
       to enforce against any of the Enron Parties any of its or
       the Borrower's other rights and remedies under the
       Facilities Lease or other Credit Documents.

    -- Enron will make an Initial Payment from Enron to the
       Agent, for the benefit of the Banks and for the account of
       ELP, on the date for payment specified in a written notice
       from the Agent to Enron given not less than one Business
       Day prior to the specified payment date, in the amount of
       the sum of:

       (A) $4,172,000; and

       (B) a per diem, in the applicable per diem amount set
           forth in the Forbearance Agreement, for each day after
           April 29, 2002 and through and including the specified
           payment date.

    -- On the first day of each month during the Forbearance
       Period, following the payment of the Initial Payment,
       Enron will pay to the Agent, for the benefit of the Banks,
       an amount equal to the product of the applicable per diem
       amount set forth in the Forbearance Agreement multiplied
       by the number of days since the last such payment was due.

    -- As a condition precedent to the commencement of the
       forbearance, the Bankruptcy Court will have entered an
       order approving Enron's payment of all pre-petition taxes
       due and owing with respect to the Property, and Enron must
       pay such taxes or cause them to be paid in full.

    -- Enron must pay or cause to be paid all taxes in full when
       due and owing with respect to the Property for the tax
       year that commenced January 1, 2002.

    -- The Debtors cannot lease or sublease the Property, grant
       any other rights of occupancy or use of the Property, or
       assign or consent to the assignment of any lease,
       sublease or other rights, without the prior written
       consent of the Agent and the Majority Banks, except that,
       without consent, Enron may assign its rights under the
       Sublease to any direct or indirect wholly owned subsidiary
       of Enron, so long as such assignment does not release any
       of the Enron Parties from any of their respective
       obligations under the Facilities Lease, the Sublease, the
       Consent and Agreement, or the Subordination Agreement.

    -- The Debtors will not create or permit any Lien to be on
       the Property except:

       (A) the Liens of the Agent for the benefit of the Banks,

       (B) the Liens of the Borrower under the Credit Documents,

       (C) the Liens disclosed on Schedule A to the extent junior
           to the Liens described in clauses (A) and (B), and

       (D) other mechanics' and materialmen's liens created after
           the date hereof in respect of work performed or
           materials delivered prior to December 2, 2001, none of
           which secures individually an obligation in excess of
           $250,000, and which are junior to the Liens described
           in clauses (A) and (B).

    -- The Agent, the Banks and the Borrower will have an allowed
       administrative claim in any case of the Enron Parties
       under the United States Bankruptcy Code for all unpaid
       amounts that become due and payable from any Enron Party
       under the Forbearance Agreement. (Enron Bankruptcy News,
       Issue No. 30; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ENRON CORP: Court Appoints Neal Batson as Enron Corp. Examiner
--------------------------------------------------------------
Judge Gonzalez approves the appointment of Neal Batson as the
Examiner for Enron Corporation.  "All professionals retained by
Mr. Batson as the Examiner of Enron Corp. shall be pursuant to
the standards of Section 327(a) of the Bankruptcy Code, and all
fees of the Examiner and his professionals shall be pursuant to
fee applications under the standards of Section 330 and 331,"
Judge Gonzalez rules. (Enron Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports 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: Court Okays Proposed Uniform Reclamation Claim Protocol
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained Court
approval of its proposed uniform procedures for processing and
treatment of reclamation claims:

A. Any vendor asserting a claim for reclamation must satisfy all
    requirements entitling it to have a right of reclamation
    under applicable state law and Bankruptcy Code Section
    546(c)(1);

B. After receipt of all reclamation demands and an opportunity
    to review such demands, the Debtors will file a Notice, and
    serve the Reclamation Notice on parties in interest, listing
    those reclamation claims and amounts, if any, which it deems
    to be valid pursuant to the Order requested herein;

C. Absent further order of the Court, the Reclamation Notice
    Must be filed by the Debtors within 90 days of the Court's
    ruling upon this Motion;

D. If the Debtors fail to file the Reclamation Notice within the
    required period of time, any holder of a reclamation claim
    may bring a motion on its own behalf, but may not bring such
    a motion earlier than 90 days after the Court's ruling on
    this Motion;

E. All parties in interest have the right and opportunity
    to object to the inclusion or omission of any asserted
    reclamation claim in the Reclamation Notice as set forth
    therein;

F. Any reclamation claim that is included in the Reclamation
    Notice and is not the subject of an objection within 20 days
    after service, will be deemed a valid reclamation claim
    allowed by the Court; and

G. All valid reclamation claims pursuant to the above-described
    procedure will be deemed administrative expenses of the
    Debtors' estates, subject to the requirements of applicable
    law. (Exide Bankruptcy News, Issue No. 5; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


FARMLAND INDUSTRIES: Gains Nod to Use $306 Million DIP Financing
----------------------------------------------------------------
Farmland Industries, Inc. has received approval from the U. S.
Bankruptcy Court for its first day pleadings under a voluntary
petition for Chapter 11 bankruptcy protection.  The approvals
include allowing Farmland to begin using $306 million of debtor-
in-possession financing it secured to continue its business
operations while working its way through the bankruptcy process.

On May 31, 2002, Farmland Industries filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
At the time of the filing, Farmland had arranged the DIP
financing through a group of leading financial institutions led
by Deutsche Bank, Farmland's primary lender.

"This is an important first step in regaining our financial
stability as we begin our restructuring," said Bob Terry, chief
executive officer of Farmland Industries.  "Approval of this
financing allows us to maintain our regular business activities
while reassuring our stakeholders that Farmland will continue to
meet our post-petition financial commitments in a timely way."

In other actions, the court approved a motion to apply DIP
financing to ongoing costs of normal business operations,
including payments to vendors and suppliers for goods and
services received post-petition.  In addition, the court
authorized the payment of wages, salaries, reimbursable employee
expenses, and medical and other employee benefits incurred prior
to and after the bankruptcy filing.

In addition, the court approved Farmland's motion to continue to
honor its obligations under the Packers and Stockyard Act,
namely payments to livestock producers in order to ensure a
continuous, reliable product supply for its food business.

Farmland also received court approval to appoint Bankruptcy
Management Corporation (BMC) to help with the administration of
creditor claims.  BMC will serve as Farmland's agent, providing
notices, claims processing, balloting and other support
services.  Creditors are encouraged to visit
http://www.bmccorp.netfor more information concerning filing a
claim, accessing copies of pleadings or receiving notices of
upcoming hearings and other court actions.

The approval of Farmland's motions followed a meeting of
unsecured creditors and a bankruptcy court hearing late
yesterday.

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


FIRST UNION: S&P Lowers Ratings on 3 Series 1997-C2 Classes
-----------------------------------------------------------
Standard & Poor's lowered its ratings on three classes of First
Union-Lehman Brothers Commercial Mortgage Trust's commercial
mortgage pass-through certificates series 1997-C2. Concurrently,
ratings are affirmed on the remaining 10 classes of the same
series.

The rating actions reflect the fact that the mortgage loan pool
includes 18 delinquent loans ($64.6 million, or 3.2% of the pool
balance), and a number of watchlist loans that are a concern.
These negatives are offset by increased credit enhancement
levels and stable financial performance since issuance. Standard
& Poor's calculated the weighted average debt service coverage
for the remaining loan pool (based on 73.1% of the loan pool
reporting interim or year-end 2001, and excluding 65 credit
tenant leases totaling 10.8%) to be 1.42 times, an increase from
1.37x at issuance. In addition, Rite Aid Corp.'s credit tenant
leases total $40.6 million, or 1.8% of the loan pool. Since the
issuance of this transaction, Standard & Poor's has lowered its
corporate credit rating on Rite Aid Corp. to single-'B' from
triple-'B'-plus.

Nine of the 90-day delinquent loans, which are credit tenant
leases, have the same borrower and are secured by Revco
drugstores (acquired by CVS Corp.; Standard & Poor's single-'A'
rating). The special servicer, CRIIMI MAE Services L.P.
(CRIIMI), advised Standard & Poor's that the Revco stores are
performing well, the tenants are making lease payments, and that
the outstanding issues are with the borrower, who diverted the
payments. A lockbox is now in place for all nine stores. CRIIMI
stated that the borrower has agreed to make up the delinquent
principal payments, but has not agreed to pay default interest
and late fees.

Of the remaining nine loans, CRIIMI anticipates losses of about
$8.4 million on six of the delinquent loans and is awaiting
receipt of updated appraisals on the other three to determine
potential losses, or appraisal reductions. Standard & Poor's is
concerned about three delinquent loans that have large potential
losses. One, a $13.5 million loan, is secured by a retail center
in Brandon, Fla., where the three anchors have vacated and
occupancy has declined to 37%. CRIIMI has serviced this loan
since July 2001 and anticipates a loss of about $2.2 million,
based on an October 2001 appraisal. The second is a $9.9 million
loan that is secured by an industrial building located in
Farmingdale, N.J. that has environmental issues. CRIIMI
initiated a lawsuit against the originator in October 2001 to
repurchase this loan due to pre-existing environmental
conditions. The litigation is ongoing, which means that the
potential loss is not known at this time. Lastly, a $17.6
million loan secured by a Sheraton Hotel located in Maitland,
Fla. reported 49% occupancy for March 2002 and 42% in April
2002, with average-daily-rates in the low $80s. In addition, the
borrower diverted funds from the lockbox and filed bankruptcy in
February 2002. CRIIMI is awaiting the findings of the hotel's
financials from a forensic accountant; therefore, the potential
loss is unknown at this time. As of May 2002, the trust had
incurred a realized loss of $1.25 million.

CRIIMI placed 107 loans (24.2% of the loan pool) on its
watchlist as of May 2002. The number of watchlist loans is
relatively high due to the expanded guidelines of the Commercial
Mortgage Securities Association. Ninety loans are on the
watchlist primarily because of occupancy changes and significant
lease expirations. However, these loans did report year-end 2001
DSC ratios of more than 1.10x. Standard & Poor's does not view
these loans as immediate concerns. Of greatest concern are the
17 loans on the watchlist because their DSC ratios have declined
below 1.0x. These 17 loans were stressed, together with all of
the delinquent loans in the loss analysis. Given the
conversations with the servicers and the resulting credit
support levels, Standard & Poor's believes that the rating
actions on this transaction is adequate.

As of May 2002, the mortgage pool balance decreased to $1.9
billion with 402 loans from $2.203 billion, with 422 loans at
issuance. Retail, multifamily, and office are the three most
common property types representing 38%, 31%, and 12% of the
outstanding pool balance, respectively. The properties are
located in 31 states with Florida (14.4%), New York (11.9%), and
Texas (10.2%) exceeding a 10% concentration. The top 10 loans
represent 15.3% of the mortgage pool, and recent property
inspection reports revealed that all of the properties are in
good condition.

                          Ratings Lowered

       First Union-Lehman Brothers Commercial Mortgage Trust
        Commercial mortgage pass-thru certs series 1997-C2

                       Rating

          Class     To         From       Credit Support (%)
          -----     --         ----       ------------------
          J         B-         B          3.25
          K         CCC+       B-         2.15
          L         CCC-       CCC        0.77

                          Ratings Affirmed

      First Union-Lehman Brothers Commercial Mortgage Trust
       Commercial mortgage pass-thru certs series 1997-C2

          Class     Rating         Credit Support (%)
          -----     ------         ------------------
          A-1       AAA            30.82
          A-2       AAA            30.82
          A-3       AAA            30.82
          B         AA             25.31
          C         A              19.79
          D         BBB            13.73
          E         BBB-           12.07
          F         BB+            8.77
          G         BB             6.28
          H         BB-            5.46


FLOWSERVE CORP: Will Padlock 6 Facilities & Slash 450 Positions
---------------------------------------------------------------
Following Flowserve Corporation's (NYSE:FLS) acquisition of the
Invensys Flow Control division, which was finalized on May 2,
2002, the company announced initiatives to help realize the
previously announced $10-to-15 million in estimated annual
synergies expected by December 2003. The company said it would
close six facilities and reduce related employment by
approximately 450 positions. The majority of these reductions
are planned to occur before March 2003. The company expects to
complete all consolidation actions by December 2003.

"The acquisition of IFC was primarily a complementary
transaction that significantly broadened our offering of valve
products and service, simultaneously propelling Flowserve into
position as the world's second largest valve producer," said C.
Scott Greer, chairman, president and chief executive officer of
Flowserve Corporation. "To help us meet our announced plan to
our shareholders to reduce costs and grow our business, we must
leverage and optimize the resources of the combined companies.
While it is never pleasant, we've had to make some difficult
decisions regarding facilities and personnel."

Steps announced by the company today include:

     -- The closure of the Jeffersonville, Indiana, site,
affecting 201 people.

     -- Production from this facility will be moved to Sulphur
Springs, Texas.

     -- The closure of the Marlborough, Massachusetts, site,
affecting 49 people; Olive Branch, Mississippi, affecting 66
people; Liberty, North Carolina, affecting 66 people; and
Scarborough, Ontario, affecting 25 people. Production from these
facilities will be moved to Cookeville, Tennessee.

     -- The closure of the Provo, Utah site, affecting 50 people.
Production from this facility will be split between Springville,
Utah and Lynchburg, Va.

"Because I recognize decisions like these create a very
difficult time for the employees and their families, we will
offer the affected people severance pay and transition
assistance. However, these actions are a necessary part of the
company's strategy to capture synergies and achieve significant
cost savings by reducing overcapacity and eliminating overlap
between the two companies," Greer said.

The announced moves could increase employment at the receiving
sites. Greer said the total number of new jobs created depends
upon two variables: the number of people who elect to accept an
offer to relocate and the staffing needs of the receiving sites
as the relocated manufacturing lines become operational.

Flowserve Corp. is one of the world's leading providers of
industrial flow management services. Operating in 34 countries,
with pro forma 2001 sales of $2.4 billion and more than 14,000
employees, the company produces engineered pumps for the process
industries, precision mechanical seals, automated and manual
quarter-turn valves, control valves and valve actuators, and
provides a range of related flow management services. More
information about Flowserve Corp. can be obtained by visiting
the company's Web site at http://www.flowserve.com

As reported in the March 28, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed Flowserve's BB- rating  due
to the company's higher financial risks.


FOAMEX INT'L: Appoints Luis Echarte to Board of Directors
---------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading
manufacturer of flexible polyurethane and advanced polymer foam
products, told investors at its annual shareholders meeting
that, effective July 1, 2002, it will raise prices by 16%. Other
foam manufacturers have recently announced similar price
increases. The Company is also informing affected customers of
the increase. The increases will be put in place across all
Foamex product divisions except the Company's Carpet Cushion
Group, which previously announced an increase of 8% effective
June 3, 2002. The increases are intended to offset substantial
increases in the price of raw materials from major chemical
suppliers.

Foamex also told shareholders it will record an adjustment to
its deferred income taxes in the quarter ending June 30, 2002.
The adjustment will reverse approximately $99 million of a
previously recorded valuation allowance in accordance with
Statement of Financial Accounting Standards No. 109. The
adjustment is based on a review by the Company in which it was
determined, based on the weight of available evidence, that
Foamex is now more likely than not to realize its net deferred
tax assets. As a result, Foamex's net income for the current
quarter will increase by approximately $75.8 million, or
approximately $2.83 per diluted share. The remainder of the
adjustment will decrease goodwill and other comprehensive loss
on the balance sheet at June 30, 2002.

Separately, following the annual meeting, Foamex announced the
election of Luis J. Echarte, a senior executive with extensive
international experience, to the Foamex Board of Directors.
Echarte, 57, will also serve on the Board's Audit and
Compensation Committees. The addition of Echarte increases the
size of the Board to 10 directors.

Echarte has had a distinguished career of more than 30 years in
global finance. He has held increasingly senior level positions
in companies such as Bacardi Imports, Inc., Grupo Elektra (a
NYSE-traded, leading Latin American retailer and consumer
finance company), and Grupo Salinas (one of Mexico's five
largest corporate groups). Currently, Echarte is President and
Chief Executive Officer of Azteca America Network, TV Azteca's
wholly owned Spanish language broadcasting network for the US
Hispanic market.

Marshall S. Cogan, chairman and founder of Foamex, said, "As we
continue to grow the Company, we are pleased to have Luis join
our Board of Directors and help us take Foamex to the next
level. His extensive international management experience and
financial expertise with prominent US and Latin American
publicly-traded companies will be a strategic advantage to
Foamex as we execute on our goal of marketing quality flexible
polyurethane and advanced polymer foam products in industrial
and consumer markets throughout the world."

Luis Echarte said, "I am delighted to be joining the Foamex
Board at a time of exciting growth opportunities for the
company. As evidenced in the past year, Foamex is succeeding in
its efforts to increase shareholder value, and I look forward to
assisting in that goal."

Echarte serves on the Boards of Directors of TV Azteca and the
Actinver Fund. He is also a member of the Chief Executives
Organization, the Mexican Institute of Finance Executives, and
the World Presidents Organization.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

Foamex's December 31, 2001 balance sheet shows a total
shareholders' equity deficit of about $108 million.


FOSTER WHEELER: Agrees to Term Sheet on $290MM Loan Facilities
--------------------------------------------------------------
Foster Wheeler Ltd. (NYSE:FWC) has signed a term sheet with its
bank group, led by Bank of America, N.A., for a $289.9 million
bank credit facility.

On May 31, 2002, the company announced that it had obtained
further extensions through June 30, 2002 of both its waiver
under its current revolving credit facility and the forbearance
of remedies for its lease financing facility. These extensions
were necessary in order to finalize the terms of a definitive
agreement.

"I am extremely pleased that we have reached preliminary
agreement on the terms of a new credit facility for the
company," said Raymond J. Milchovich, chairman, president and
chief executive officer. "Achievement of this milestone is
excellent news for all Foster Wheeler stakeholders."

Under the terms and conditions agreed to by the parties, the new
facility, which will mature in 2005, includes a term loan, a
revolving credit facility and a letter of credit facility. It
will be secured by a first-priority lien on Foster Wheeler's
domestic assets. This lien will be shared with holders of Foster
Wheeler's senior notes to the extent required by the senior note
indenture.

Finalization of this senior credit facility is subject to
meeting a number of conditions, including the refinancing or
replacement of Foster Wheeler's existing sale/leaseback facility
for a portion of its corporate headquarters, the replacement of
its recently terminated receivables securitization facility, and
to documentation acceptable to lenders.

Milchovich also said, "We are highly confident that the progress
toward obtaining a new credit facility and the financial
foundation this will provide, combined with the significant
improvements we are making in project operations and reducing
costs, will dramatically improve our ability to create value for
our worldwide customer base in the future."

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

Foster Wheeler Corporation's 6.75% bonds due 2005 (FWC) are
quoted at a price of 48, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FWCfor real-
time bond pricing.


FRIEDE GOLDMAN: Board Chair T. Jay Collins Assumes CEO Position
---------------------------------------------------------------
The Board of Directors of Friede Goldman Halter (OTCBB:FGHLQ)
have added the title of Chief Executive Officer to Mr. T. Jay
Collins who presently serves as Chairman of FGH.  Mr. Collins is
overseeing the final stages of the bankruptcy process from the
Board level, while continuing his full-time position as
President of Oceaneering International, Inc.

Mr. Jack Stone, who served as interim CEO, will continue his
focus as the Chief Restructuring Advisor to FGH.  Mr. Stone is a
principal of Glass & Associates, Inc., a nationally prominent
management-consulting firm, has been advising the Board of
Directors since October 2001 on restructuring matters.

In accepting the position, Mr. Collins stated, "As we move this
restructuring to its conclusion the Reorganization Committee and
the Board of Directors of Friede Goldman will continue to work
diligently with the Creditors Committee to maximize the value of
the estate for both the secured and unsecured creditors."

Friede Goldman Halter is a leader in the design and manufacture
of equipment for the maritime and offshore energy industries.
Its core operating units are Friede Goldman Offshore
(construction, upgrade and repair of drilling units, mobile
production units and offshore construction equipment) and Halter
Marine, Inc. (a significant domestic and international designer
and builder of small and medium sized vessels for the
government, commercial, and energy markets).


GALEY & LORD: U.S. Trustee Amends Official Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee amends the membership of the Official Committee
of Unsecured Creditors appointed in the chapter 11 cases
involving Galey & Lord, Inc.  The UST names these unsecured
creditors to serve on the Committee:

           1) Barclays Capital
              22 Broadway
              New York, NY 10038
              Attn: Mike Econn, CFA
              Tel. No. 212 412-7689

           2) Weil Brothers-Cotton,Inc.
              PO Box 20100
              Montgomery, AL 36120
              Attn: Robert Weil, II
              Tel. No. 334 244-1800

           3) Clariant Corporation
              400 Monroe Road
              Charlotte, NC 28205
              Attn: Walter B. Fowlkes, Treasurer
              Tel. No. 704 331-7057

           4) Ciba Specialty Chemicals Corp.
              540 White Plains Road
              Tarrytown, NY 10591
              Attn: John M. Sullivan, Group Credit Manager
              Tel. No. 914 785-2000

           5) Merrill Lynch Investment Managers
              800 Scudder Mill Road
              Plainsboro, NJ 08536
              Attn: Philip Brendel
              Tel. No. 609 282-0143

           6) Wells Fargo Bank Minnesota, N.A.,
                 as Successor Indenture Trustee
              Sixth & Marquette, N9303-120
              Minneapolis, MN 55479
              Attn: Nick Tally
              Tel. No. 612 667-3961
                        or
              Weil Gotshal & Manges LLP
              767 Fifth Avenue
              New York, NY 10153
              Attn: Richard Krasnow, esq.
              Tel. No. 212 310-8000

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 says that Galey & Lord Inc.'s 9.125% bonds due 2008
(GNL1) are trading at about 14. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1


GLOBAL CROSSING: First Creditors' Meeting to Convene on Sept. 17
----------------------------------------------------------------
The United States Trustee will convene a meeting of Global
Crossing's creditors pursuant to 11 U.S.C. Section 341(a), on
September 17, 2002 at 10:00 a.m. (EDT).  The Meeting will be
held at the Office of the U.S. Trustee, 80 Broad Street, Second
Floor in Manhattan. (Global Crossing Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAYES LEMMERZ: Has Until Oct. 3 to Make Lease-Related Decisions
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained a second extension of the time within which
they must decide to assume, assume and assign, or reject their
unexpired nonresidential real property leases.  The extension is
through and including the earlier of October 3, 2002 or the date
of confirmation of a plan of reorganization, subject to the
right of each lessor to request, after appropriate notice and
motion, that the Court shorten the Extension Period and specify
a period of time in which the Debtors must make their decision.

Grenville R. Day, Esq., at Skadden Arps Slate Meagher & Flom LLP
in Wilmington, Delaware, informs the Court that the Debtors are
lessees of several unexpired leases of nonresidential real
property. The Unexpired Leases are used by the Debtors for the
operation of their corporate and manufacturing facilities, and
are assets of the Debtors' estates. The Unexpired Leases thus
are integral to the Debtors' continued operations as they seek
to reorganize.

Though the Debtors may ask the Court's permission to reject some
of the Unexpired Leases prior to the conclusion of the Chapter
11 cases, they, at this time, believe that most of the Unexpired
Leases will prove to be desirable, or necessary, to the
continued operation of the Debtors' business. Mr. Day submits
that the Debtors may assume and assign the Unexpired Leases to
third parties if they are not necessary to the Debtors' ongoing
business operations, but have a "below market" rate. The Debtors
have made progress in evaluating their real estate assets
throughout these cases and are currently assessing the value and
marketability of all of the Unexpired Leases and whether there
is sufficient value to merit assumption and assignment rather
than rejection.

Ultimately, Mr. Day maintains that the Debtors' decision whether
to assume, assign or reject particular Unexpired Leases, as well
as the timing of the assumption, assignment or rejection,
depends in large part on the Debtors' business plans for the
future. This dependence is whether the leased premises will play
a role in the Debtors' strategic operating plans going forward.
At this juncture, it is not yet possible for the Debtors to
determine whether or not each of the locations covered by the
Unexpired Leases will play a part in the Debtors' business going
forward.

The Debtors submit that it is undisputed that their cases are
large and complex. Moreover, because the Unexpired Leases are
used to support the Debtors' corporate and manufacturing
operations, Mr. Day believes that many of the Unexpired Leases
are and may remain vital to the Debtors' reorganization efforts
and an integral component of the Debtors' strategic business
plan. Even if a particular leased premise is ultimately slated
for closure, the Unexpired Lease for that location may contain
favorable terms that would allow the Debtors to assume and
assign the lease for value.

According to Mr. Day, the Debtors have already rejected several
real property leases and are in the process of assessing the
value and marketability of all of the Unexpired Leases.  They
are also trying to determine whether there is sufficient value
to the Debtors to merit assumption and assignment of certain
Unexpired Leases rather than rejection. The decision to assume,
assign or reject an Unexpired Lease is necessarily tied to the
Debtors' business plan for the future. The Debtors are currently
formulating a business plan, and they believe that it is not yet
possible for them to determine whether or not each of the
remaining locations covered by the Unexpired Leases will play a
part in their long-term business strategy.

Mr. Day assures the Court that the Debtors remain current on all
of their post-petition lease obligations, and will remain
current going forward. Thus, the relief requested will not
prejudice landlords of the Unexpired Leases. Indeed, through the
operation of Section 365(d)(3) of the Bankruptcy Code, the
landlords enjoy a preferred position that belies any notion that
they could be prejudiced. Thus, landlords receive formidable
protection under Section 365(d)(3). Given this protection, the
potential for prejudice to any landlord by an extension of the
Debtors' time to assume or reject the Unexpired Leases is
remote.

In contrast, if the Extension Period is not extended, Mr. Day
fears that the Debtors will be compelled prematurely to assume
substantial, long-term liabilities under the Unexpired Leases
(potentially creating administrative expense claims) or forfeit
benefits associated with some leases.  This would be to the
detriment of the Debtors' ability to operate and preserve the
going-concern value of their business for the benefit of their
creditors and other parties-in-interest. To prevent the Debtors
from being forced to prematurely make this difficult choice, the
Second Circuit has suggested that bankruptcy courts exercise
their discretion in appropriate cases to extend the Section
365(d)(4) deadline until confirmation.

The Debtors believe that the extension will allow them
sufficient time to formulate their long-term business plan and
their reorganization strategy. Given the importance of this
process, however, the present request is without prejudice to
the Debtors right to seek a further extension of the Section
365(d)(9) Deadline if circumstances so warrant. (Hayes Lemmerz
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Hayes Lemmerz Intl Inc.'s 11.875% bonds due 2006 (HAYES1),
DebtTraders says, are trading at about 87. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES1for
real-time bond pricing.


IMPERIAL CREDIT: KPMG Expresses Going Concern Doubt
---------------------------------------------------
KPMG LLP, independent auditors for Imperial Credit Industries,
Inc. have expressed the opinion that based on the financial
condition of Imperial Credit Industries, Inc. and the risk of
conservatorship or receivership for the Bank, among other
matters, there is uncertainty as to whether the Company can
continue as a going concern.

Imperial Credit Industries, Inc. is a Torrance, California based
industrial bank holding company that was incorporated in 1991 in
the State of California. Its business activities are conducted
primarily through its wholly owned subsidiary Southern Pacific
Bank. SPB offers its customers a wide variety of deposit and
commercial loan products. SPB was considered undercapitalized at
March 31, 2002, and is currently subject to regulatory orders
issued by the California Department of Financial Institutions
and the Federal Deposit Insurance Corporation.  The Company also
conducts limited operations through one other wholly owned
subsidiary: Imperial Business Credit Inc. In the first quarter
of 2002, the Company sold its entire interest in another wholly-
owned subsidiary, Imperial Credit Asset Management, Inc. for
$925,000. The Company received cash proceeds of approximately
$40,000 at the close of the sale. The sale resulted in a
deferred gain of approximately $462,000. The sale of ICAM is
anticipated to result in annual reductions in revenues of $3.1
million, noninterest expenses of $2.5 million, and income before
income taxes of $600,000 in future years.

Imperial Credit Industries, Inc. was informed by Nasdaq on
February 14, 2002 that its common stock would be delisted from
The Nasdaq National Market for failure to maintain the required
minimum closing bid price per share over the prior 30
consecutive trading days as required by NASD Rule 4450  unless
the Company meets the requirements for continued listing under
the Nasdaq Rule within ninety days of the date of notification,
or May 15, 2002. The Company has been unable to meet the
requirement within the time permitted by Nasdaq. On May 16,
2002, it received notice from Nasdaq staff that its common stock
would be delisted from The Nasdaq National Market at the opening
of business on May 24, 2002. Upon delisting from Nasdaq, the
Company believes that its common stock could trade on the "Over-
the-Counter Bulletin Board" and it expects to make all
reasonable efforts to permit such trading.

                       Financial Position

At March 31, 2002, the Company's total assets were $1.4 billion
as compared to $1.5 billion at December 31, 2001. At March 31,
2002, total net loans were $1.1 billion as compared to $1.2
billion at December 31, 2001. The outstanding assets and loans
decreased due to the implementation of its capital restoration
plan which includes the reduction of SPB's loans.

On a consolidated basis, cash and interest-bearing deposits
increased to $172.6 million at March 31, 2002 as compared to
$133.3 million at December 31, 2001. Cash available to ICII,
including cash and interest-bearing deposits was $6.9 million at
March 31, 2002 as compared to $16.3 million at December 31,
2001.

At March 31, 2002, deposits at SPB were $1.18 billion as
compared to $1.24 billion at December 31, 2001.

The outstanding principal balance of its secured and senior debt
decreased to $175.3 million at March 31, 2002 as compared to
$176.9 million at December 31, 2001. The decrease was
attributable to the execution of a debt restructuring agreement
with the holder of its Convertible Notes.

At March 31, 2002 the shareholders' deficit increased to $97.3
million as compared to $77.9 million at December 31, 2001. The
increase in shareholders' deficit was primarily the result of a
loss from operations due to continued high levels of provisions
for loan losses.

By July 15, 2002 ICII will require approximately $28.4 million
to both 1) repay the amount of principal owed to the Senior
Secured note holders and 2) make the scheduled interest payments
on its other notes. At March 31, 2002, cash and interest-bearing
deposits available to ICII totaled $6.9 million. The Company's
ability to generate the funds required by July 15, 2002 is
solely dependent on asset sales. If the Company is not able to
generate sufficient liquidity to meet these obligations, either
from asset sales or from operations, its creditors may force
ICII into involuntary bankruptcy or ICII may file for protection
under the Bankruptcy Code. There can be no assurance ICII will
be able to service its outstanding indebtedness during 2002.
There can also be no assurance that ICII will regain efficient
access to the capital markets in the future or that financing
will be available to satisfy ICII's operating and debt service
requirements or to fund its future growth.


KAISER ALUMINUM: Sen. Cantwell Calls for Investigation of Deal
--------------------------------------------------------------
U.S. Senator Maria Cantwell formally requested an independent
investigation of whether Kaiser Aluminum fulfilled the letter
and intent of its power remarketing contract with the Bonneville
Power Administration (BPA). Under the terms of the contract,
Kaiser was to sell power back to BPA and invest its profits in
strengthening its Northwest operations and paying its workforce.
Neither has happened, and Kaiser has refused to detail how it
has spent its proceeds.

"This is a story of promises made and promises broken,"
Cantwell said. "Whether Kaiser broke its contract is an
important question that deserves a public answer from an
independent investigation. Hundreds of jobs and hundreds of
millions of dollars are at stake."

Cantwell made the request for an independent investigation
in a letter today to Gregory Friedman, Inspector General of the
Department of Energy (DOE). Earlier this year, Cantwell
requested the Department of Energy to conduct a public
investigation into whether Kaiser met its obligations under its
contract. That investigation is ongoing and Kaiser has stymied
efforts to make information uncovered public.

Cantwell's request would launch an independent investigation
with new teeth. Several factors make the DOE Inspector General
uniquely positioned to conduct independent investigations under
federal law:

       First, the DOE Inspector General can only be removed by
the President, who must communicate his reasons for doing so to
Congress. Friedman, the current Inspector General, was appointed
in 1998 during the Clinton Administration.

       Second, the Inspector General serves under the "general
supervision" of Energy Secretary Spencer Abraham. Neither the
Secretary nor any of his subordinates "shall prevent or prohibit
the Inspector General from initiating, carrying out, or
completing any audit or investigation, or from issuing any
subpoena during the course of any audit or investigation."

       Third, the Inspector General's budget is separate from
DOE's budget and is protected from any attempts by the
Department to influence investigations through budget chicanery.

The text of the letter follows:

May 28, 2002

Mr. Gregory Friedman
Inspector General
Department of Energy
1000 Independence Ave., SW
Washington DC 20585

Dear Mr. Friedman,

I write to request that the Department of Energy's Office of
Inspector General undertake an investigation of the Kaiser
Aluminum and Chemical Company, and whether it has fulfilled the
letter and intent of the 16(k) provision of its Bonneville Power
Administration (BPA) power contract by allocating funds to its
Gramercy, Louisiana, refinery. I have consistently maintained
that Kaiser should be held to the intended requirements of the
16(k) provision, and act to mitigate the impacts on Pacific
Northwest workers who were laid off last year due to rising
energy costs in the West.

The 16(k) contract provision was intended to protect Northwest
workers and communities during periods when it was more
profitable for companies to remarket their power than produce
aluminum. The provision was clearly intended to ensure that, to
the extent possible, the Pacific Northwest retain a qualified
aluminum workforce and modern aluminum production capacity at
times when production has been curtailed.

That this was the intent behind the provision is clear based on
the actions of other companies with the 16(k) language in their
contracts. As you may know, many other Northwest aluminum
companies shared 25 percent to 30 percent of their remarketing
profits with BPA to help lower electricity rates in the region
during the Western energy crisis. These companies also continued
to compensate or employ virtually all their affected employees
at full wages during the curtailment period. And, most
importantly, many of these companies had the foresight to use a
substantial amount of their profits to make investments that
would help ensure continued production.

Kaiser, on the other hand, left more than a third of the
workforce at its Mead and Tacoma plants without any compensation
whatsoever and only provided the 70 percent benefits to senior
workers required under the existing collective bargaining
agreement between Kaiser and the workforce. Kaiser has, to my
knowledge, also refused to commit any portion of its profits
toward the future viability of its Northwest facilities-either
to increase efficiency, or to invest in future power purchases.

Kaiser has to date refused to disclose to Northwest ratepayers
how it has spent the $485 million in remarketing proceeds. In
fact, Kaiser's lack of cooperation was part of an ongoing
dispute in BPA's negotiations with the company over additional
curtailments during the current rate period. The company is now
claiming it has spent portions of the money rebuilding its
Gramercy plant after an explosion. While it is not yet clear
that this actually occurred-given that Kaiser's own quarterly
financial statements state that the company has already received
over $300 million in insurance funds and a settlement agreement
for the Gramercy rebuild-I am also concerned that this
expenditure does not meet the letter and spirit of the BPA
contract's 16(k) provision.

In particular, I am aware that former DOE Deputy Secretary Frank
Blake sent a Sept. 28, 2001 letter to Kaiser stating that "the
funds used by Kaiser to recover production at its Gramercy,
Louisiana, facility will also be considered an acceptable use of
remarketing proceeds under Section 16(k)." In subsequent
correspondence, I asked Deputy Secretary Blake for the legal
analysis underlying this conclusion, as well as a formal DOE
audit of Kaiser's books. In a March 8, 2002 letter, he replied
that the legal rationale was that "a fundamental purpose of
Section 16(k) was to encourage Kaiser to use its remarketing
revenues to preserve aluminum workers' jobs by positioning the
company for renewed operations. In Kaiser's case, we concluded
that the survivability of its Northwest plants and Northwest
steelworker jobs was affected by the health of Kaiser's broader
domestic smelter related operations."

I remain unconvinced that this represents compliance with the
letter and intent of the 16(k) contract provision-particularly
given the fact Kaiser has, to my knowledge, failed to disclose
any long term strategy to invest in its Northwest operations, or
articulate how investment in Gramercy would have a positive
impact on "the survivability of its Northwest plants."

In response to my request for an audit, Deputy Secretary Blake
informed me that "Bonneville has asked Kaiser for an accounting
of its use of the remarketing revenues to assure that use is
consistent with the contract. If Kaiser supplies the information
within the requested time frame, Bonneville expects to have
completed its review by mid-April. Bonneville has informed
Kaiser that it expects to make the results of the review
public." This audit has not yet been completed, and I understand
Kaiser has thus far refused to make public any information
stemming from DOE's review.

For all of these reasons, I ask that you undertake an
independent investigation of whether Kaiser has met its
obligations under Section 16(k) of its BPA power contract,
whether DOE has erred in its interpretation of this contract
provision, and the factors contributing to this specific
interpretation.

Thank you for your consideration. I look forward to your
response.

Sincerely,

[Original signed]

Maria Cantwell
U.S. Senator
(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 quoted at about 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for
real-time bond pricing.


KELLSTROM: Committee Hires Sonnenschein as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases concerning Kellstrom Industries, Inc., obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Sonnenschein Nath Rosenthal as its counsel.

The Creditors' Committee selected Sonnenschein based on the
firm's expertise in complex bankruptcy matters.  In addition,
Sonnenschein has extensive insurance, finance, litigation,
corporate, environmental, real estate and tax practices, among
others.

Sonnenschein will bill for legal services on an hourly basis in
accordance with its ordinary and customary rates, and submits
that its rates are reasonable:

           Partners and Counsel     $325 to $600
           Associates               $217 to 389
           Paralegals               $138 to 183

These rates are set at a level designed to fairly compensate the
firm for the work of its attorneys and paralegals and to cover
fixed and routine overhead expenses.

As Counsel, Sonnenschein will:

      a) give legal advice with respect to the Creditors
         Committee's powers and duties in the context of the
         Debtors' chapter 11 cases;

      b) assist, advise and represent the Creditors Committee in
         any investigation of the acts, conduct, assets,
         liabilities and financial condition of the Debtors and
         their affiliates, the operation of the Debtors'
         businesses, and any other matter relevant to the case or
         to the formulation of a plan of reorganization;

      d) prepare on behalf of the Creditors Committee necessary
         applications, motions, answers, orders, reports and
         other legal papers in connection with the administration
         of the estates in these cases;

      e) review and respond on behalf of the Creditors Committee
         to motion, application, complaints and other documents
         served by the Debtors or other parties in interest on
         the Creditors Committee in this case; and

      f) participate with the Creditors Committee in the
         formulation of a plan of reorganization; and

      g) perform any other legal services for the Creditors
         Committee in connection with these chapter 11 cases.

The Committee also seeks to employ The Bayard Firm as Delaware
Counsel.  The Committee assures the Court that the two firms
will avoid any unnecessary duplication of services.

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: US Trustee Balks At Dewey's Engagement as Board Counsel
--------------------------------------------------------------
Ira Bodenstein, United States Trustee for the Northern District
of Illinois, contends that Dewey Ballantine will represent an
interest adverse to Kmart Corporation and its debtor-affiliates.
This is even admitted by the Debtors in their motion.

Trial attorney Kathryn Gleason notes that the Debtors fail to
explain how Dewey Ballantine's representation of the Independent
Directors in matters adverse to the Debtors is in the best
interest of these estates.

Ms. Gleason suggests that if the proposed retention is to permit
the indemnification of expenses incurred by the Independent
Directors in the performance of their duties, then the
appropriate procedure may be for the Independent Directors to
file a claim for expense indemnification -- not to employ Dewey
Ballantine as Special Counsel.

For these reasons, the U.S. Trustee asks the Court to deny the
Debtors' application. (Kmart Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.875% bonds due 2008
(KMART18A), an issue in default, are trading at about 45. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18Afor
real-time bond pricing.


KNOWLEDGE HOUSE: Fails to Meet Annual Report Filing Deadline
------------------------------------------------------------
Knowledge House Inc. (TSX VEN:KHI) advises that it remains in
default of filing its annual Audited Financial Statements for
the period ended December 31, 2001 which were to have been filed
on or before May 21, 2002 pursuant to relevant securities laws
because of a requirement to change auditors.

Mr. Daniel F. Potter, Chairman of the Board and the Chief
Executive Officer of Knowledge House advised on May 22, 2002
that the Company was unable to meet its deadline due to a change
in auditors of the Company, given that the current auditors will
be taking shares of the Company pursuant to its proposal to
creditors, discussed below. As a result of the delay in the
completion and filing of the annual Audited Financial
Statements, the Company was also late in filing its Interim
Financial Statements for the first quarter ended March 31, 2002
which were due to be filed on or before May 30, 2002.
Discussions are underway with an auditing firm and the Company
expects to file the Audited Financial Statements and the Interim
Financial Statements on or before July 21, 2002.

Mr. Potter also advises that the board of directors is being
reduced in size given that the Company is currently inactive.

On May 22, 2002, the Company obtained from the Nova Scotia
Securities Commission a management cease trade order pursuant to
Section 134 of the Securities Act and CSA Staff Notice 57-301
with respect to securities of the Company and issued a Notice of
Default in relation thereto. The order places restrictions on
the trading of the Company's securities by certain persons who
have been directors, officers or insiders of the Company since
the Company's most recent financial statements were filed in
accordance with prescribed filing requirements. CSA Staff Notice
57-301 requires the filing and dissemination of a Default Status
Report on a biweekly basis disclosing, among other things,
whether or not there has been a material change in the
information contained in the Notice of Default. Since May 22,
2002, there have been no changes in the affairs of the Company
or in the information contained in the Notice of Default which
are required to be disclosed pursuant to CSA Staff Notice 57-
301.

Should the Company fail to file its financial statements on or
before July 21, 2002, the Nova Scotia Securities Commission and
other securities commissions or regulators may impose an issuer
cease trade order that all trading in securities of the Company
cease for such period as specified in the order.

The Company intends to issue a Default Status Report on a bi-
weekly basis for as long as it remains subject to the management
cease trade order or in default of prescribed filing
requirements. An issuer cease trade order may be imposed sooner
if KHI fails to file its Default Status Report on time.

As noted in material change reports and press releases issued by
the Company, on November 26, 2001, KHI's unsecured creditors
approved its proposal filed on October 26, 2001, under the
Bankruptcy and Insolvency Act (Canada). The proposal has not yet
been approved by the Supreme Court of Nova Scotia and remains
subject to court, shareholder and other required regulatory
approvals. The Company will file material change reports
containing the same information it provides to creditors at the
same time the information is provided to creditors throughout
the period it remains in default.


LTV CORP: Seeks Approval of USWA Retiree Benefits Modifications
---------------------------------------------------------------
The LTV Corporation and its debtor-affiliates ask Judge Bodoh
for his stamp of approval on their proposed further modification
of retiree benefits for certain United Mineworkers
of America retirees.  Specifically, the Debtors are seeking
authority to modify or terminate two retiree benefit plans
covering the USWA retirees:

    (1) the medical plans administered by Highmark Blue Cross and
        Blue Shield and Highmark Services Company, and

    (2) the life insurance plan administered by Metropolitan Life
        Insurance Company.

The Debtors say this relief is necessary to permit their
reorganization and assure that all creditors, the Debtors, and
other affected parties are "treated fairly and equitably."  The
Debtors also ask Judge Bodoh to let them discontinue the
Individual Employer Plans, or IEPs, as soon as possible because
this relief is necessary to prevent irreparable harm to the
Debtors' estates.

First, Leah J. Sellers, Esq., at Jones Day Reavis & Pogue, tells
Judge Bodoh that the APP was approved due to severe liquidity
restrains and the Debtors' inability to obtain sufficient
additional working capital to continue operations.  The APP does
not provide funds to pay for the IEPs after May 31, 2002.

None of the proceeds obtained from the sale of the integrated
steel business are available to provide benefits under the IEPs.
Because all of the cash generated by the integrated steel sale
constitutes collateral for the DIP Lenders and other secured
creditors, the Debtors have no unencumbered assets available to
provide benefits under the IEPs after May 31, 2002.  Requiring
the Debtors to pay benefits under these plans would improperly
siphon limited assets that are needed to complete the APP
process and represented collateral for the DIP Lenders and
others, Ms. Sellers asserts.

Ms. Sellers reminds Judge Bodoh that he has already authorized
the termination of retiree benefits for non-USWA retirees.  In
December 2001, Judge Bodoh approved an agreement between the
Debtors and the USWA which, among other things, authorized the
Debtors to discontinue retiree benefits for retirees previously
represented by the USWA once funds deposited by the Debtors into
a collectively bargained Voluntary Employees' Beneficiary
Association Trust Fund were exhausted.  Based on this agreement,
on March 31, 2002, medical and life insurance benefits for USWA
retirees were terminated.  In January 2002, Judge Bodoh had
approved another agreement between the Debtors and the
authorized representatives of certain union and nonunion
retirees authorizing the Debtors to terminate the medical and
life insurance benefits of all nonunion and certain union
retirees of the Debtors' integrated steel business after
February 28, 2002.

At this time, the USWA retirees are the only retirees of the
Debtors' integrated steel business that are still receiving
medical and life insurance benefits that are directly provided
by the Debtors.

The Debtors provide the IEPs for the benefit of approximately
540 of the USWA retirees.  These medical IEPs provide
comprehensive medical and hospitalization benefits in accordance
with the provisions of the Coal Industry Health Benefit Act.
Highmark Blue Cross and Highmark Services administer the medical
IEPs.  The Life IEP is insured and administered by Metropolitan
Life, and costs the Debtors roughly $2,000,000 per year to
provide coverage under the IEPs.  The IEPs impose significant
financial obligations and a cash drain on the Debtors' estates.
In the absence of the relief now requested, the USWA retirees
will continue to accrue claims to the detriment of other
creditors and the Debtors' ability to complete the APP will be
jeopardized.

On the other hand, if Judge Bodoh grants this Motion, no USWA
retiree or dependent will suffer a loss in medical insurance
coverage.  Under the Coal Act, in the event that the Debtors
terminate the IEPs, the USWA Retirees will become eligible for
substantially equivalent health benefits from the 1992 USWA
Benefit Fund established under the Coal Act. Furthermore, the
Debtors believe that the USWA Retirees will become eligible for
a life insurance benefit under the USWA's 1974 Benefit Plan if
the Life IEP is discontinued.

On April 26, 2002, the Debtors sent a letter to the USWA
proposing that:

(1) The Debtors will maintain the IEPs through and including May
     31, 2002, but that effective at 11:59 p.m. Eastern Time on
     that date the IEPs will be terminated.

(2) The Debtors will promptly notify the Executive Director of
     the USWA Health and Retirement Funds of the termination of
     the IEPs and cooperate in facilitating the transition of the
     USWA Retirees' health care coverage from the IEPs to the
     1992 USWA Plan.

(3) The Debtors will notify each known USWA Retiree receiving
     coverage under the IEPs of the termination of the IEPs and
     the transition of health care coverage to the 1992 USWA
     Plan.

In its April proposal, the Debtors notified the Director and
each known USWA Retiree of their intentions and informed the
USWA of their willingness to provide the USWA with any
information necessary to evaluate this proposal and to meet with
the USWA at reasonable times to discuss it.  To date, the USWA
has neither requested any information nor contacted the Debtors
to schedule a meeting.

Ms. Sellers says that the Debtors' proposed modification to the
USWA Retirees' benefits is fair and equitable because it (a)
treats the IEPs in a manner consistent with the other retiree
benefit plans of the Debtors' integrated steel business, (b)
preserves the Debtors' limited resources consistent with the APP
budget, and (c) gives all creditors an opportunity to share in
the distribution of the Debtors' limited assets. (LTV Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTV2), an issue in
default, are quoted at a price of 0.5, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTV2for
real-time bond pricing.


LAIDLAW INC: Wins Approval to Reinstate RTI's Lease Guaranty
------------------------------------------------------------
Pursuant to Sections 363 and 364 of the Bankruptcy Code, Laidlaw
Inc., and its debtor-affiliates sought and obtained the Court's
authority to reinstate the Guaranty of a Lease between
Reimbursement Technologies, Inc., as tenant, and River Park
Office Associates, LP, as landlord, dated October 9, 1998.   The
payments due under the Guarantee are considered administrative
expense priority pursuant to Section 503(b) of the Bankruptcy
Code.  Furthermore, Judge Kaplan authorizes the Debtors to
issue, in the event the DIP Facility falls below $50,000,000, a
letter of credit to River Park in an amount sufficient to cover
18 months of rent, which is approximately $4,500,000, under the
Lease.

Joseph M. Witalec, Esq. at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that Reimbursement Technologies is an
indirect non-debtor subsidiary of Laidlaw, Inc. and part of the
Laidlaw Companies' emergency department management business.
Reimbursement Technologies lease the office building in
Montgomery County, Pennsylvania as its administrative office.
The monthly rent is $246,000 and increases to $259,333 starting
on the fifth year.

Although, the lease is for an area of 160,000 square feet,
Reimbursement Technologies subleased to third parties about
80,000 square feet of the leased premises.

Mr. Witalec reports that the Guaranty is a requirement of River
Park in entering the Lease.  Another provision of the Lease is
the acceleration of the remaining rent if Laidlaw, Inc. files
for Bankruptcy.  Accordingly, River Park informs Reimbursement
Technologies of the acceleration of the rent in the amount of
$16,677,236 on October 9, 2001 due to the Debtors' filing of
Chapter 11 cases.  The amount represents the entire rent for the
duration of the Lease.

The Debtors immediately negotiated with River Park for
alternative solutions.  The parties were able to reach an
agreement that River Park will retract the Default Notice if
Laidlaw Inc. will reinstate the Guaranty and the issuance of a
Letter of Credit if the DIP Facility falls below $50,000,000.
The Letter of Credit will be returned to Laidlaw Inc. on the
effective date of a plan of reorganization.

Mr. Witalec assures the Court that the reinstatement of the
Guaranty and the contingent obligation to provide the Letter of
Credit do not require any current outlay of funds by Laidlaw
Inc. or in the future.  The assurance is supported by the fact
that the Debtors have not yet drawn any amount from the DIP
Facility and have no plans of making draws sufficient to trigger
the Letter of Credit.  In any case, Mr. Witalec adds, the
issuance of a Letter of Credit is considered an ordinary course
transaction that does not need the Court's authorization.

Therefore, Mr. Witalec asserts, it is advantageous to the
Debtors' estate to reinstate the Guarantee because it eliminates
the Accelerated Rent Obligation. (Laidlaw Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARIETTA CORP: S&P Assigns B- Corp. Credit & Sr. Secured Ratings
----------------------------------------------------------------
Standard & Poor's assigned its single-'B'-minus corporate credit
rating to Marietta Corp., a leading U.S. personal care guest
amenities supplier to the hotel industry.

Standard & Poor's also assigned its single-'B'-minus rating to
the New York-based company's proposed $75 million senior secured
notes due 2009. The senior secured debt rating is based on
preliminary terms and conditions and is subject to review once
full documentation is received. The outlook is stable.

The note offering by Marietta (privately owned by BFMA Holding
Corp.) will be used to refinance existing debt and to partially
fund the acquisition of a largely U.S.-based restaurant chain.

Upon closing of the acquisition, the restaurant chain will be
accounted for as an unrestricted subsidiary of Marietta, and
therefore will not benefit from financial support or a guarantee
from its parent under this proposed structure. Should the
company not complete the acquisition on or before Aug. 31, 2003,
Marietta will be required to purchase up to $20 million of the
notes, plus accrued interest.

"The stable outlook incorporates Standard & Poor's expectation
that Marietta will maintain its good market position in U.S.
guest amenities, which should enable the company to generate
credit measures appropriate for the rating category," said
Standard & Poor's credit analyst Lori Harris.

The ratings are based on Marietta's high debt leverage and weak
credit ratios pro forma for the note offering, seasonal nature
of sales, dependence on the performance of the lodging sector,
and participation in the highly competitive personal care
industry. Furthermore, the company's proposed acquisition could
affect Marietta's performance given the diversion of
management's focus and the unrelated nature of the restaurant
business.

These factors are partially offset by Marietta's good market
position in the U.S. guest amenities business, which accounted
for 67% of fiscal 2001 (ended September 30, 2001) revenues.
Marietta estimates that its market share in U.S. guest amenities
is about 25%. The balance of sales is comprised of the lower
operating margin international guest amenities business and
contract manufacturing business for U.S.-based companies in the
branded personal care, cosmetics, household goods, and food
industries.

Standard & Poor's expects that fiscal 2002 credit protection
measures (pro forma for the note offering) will be in line with
the rating with EBITDA interest coverage of about 2 times and
debt to EBITDA between 4x-5x. Standard & Poor's anticipates that
credit ratios will strengthen over time, given management's
focus on sales growth and improving the company's cost
structure.


MED-EMERG INT'L: Completes Interim Financing with Breckenridge
--------------------------------------------------------------
Med-Emerg International Inc. (OTC BB: MDER-MDERW) has completed
a financing arrangement with Breckenridge Fund LLC.

The financing instrument is a Series 2002A debenture with a face
value of US $720,000 and a maturity date of June 2003. The
debenture is convertible into common stock at a fixed price of
$1.00 per share, a 42% premium to the bid price of the common
stock on the day of closing.

Funds were used to make a scheduled interim payment of US $
490,000 to the HSBC Bank of Canada under a forbearance
agreement. This payment satisfies certain interim obligations to
HSBC. The balance will be used for general corporate purposes.

Dr. Ramesh Zacharias CEO said, "We are pleased to announce the
completion of this financing arrangement and our relationship
with the Breckenridge Fund. This is the first phase of our
comprehensive financial plan to improve our balance sheet and it
should allow us to continue the significant growth we have been
experiencing. It is refreshing that the Company was able to
obtain a traditional investment deal in the current
environment."

As reported in the May 10, 2002 edition of Troubled Company
Reporter, HSBC Bank Canada has granted the Med-Emerg
International an extension of its forbearance agreement. Subject
to certain terms and conditions, the bank will continue to work
with the company through June 28, 2002.


MERRY-GO-ROUND: Trustee Extends Office Lease for Another Year
-------------------------------------------------------------
Deborah H. Devan, the Chapter 7 Trustee for Merry-Go-Round
Enterprises, Inc., and its debtor-affiliates, tells the U.S.
Bankruptcy Court for the District of Maryland that she "hopes to
complete the administration of the estate prior to July, 2003,"
-- meaning money might finally flow to unsecured creditors from
this high-profile 1994 retail bankruptcy case.  Until all
"pending preference law suits, claims objections and other
matters" can be wrapped-up, Ms. Devan says she'll need to
continue renting her office in the Sterling Bank & Trust
Building at 111 Water Street in Baltimore.


METALS USA: Signs-Up Colliers Bennett as Real Property Brokers
--------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates move for the entry
of an Order under Section 327(a) of the Bankruptcy Code,
authorizing their employment and retention of real estate
brokerage firm Colliers, Bennett & Kahnweiler, Inc., to assist
in marketing non-residential real property located in Butler,
Indiana.

The Butler Property is a production facility owned by Debtor
Metals USA Flat Rolled Central Inc.  At the Petition Date, the
Debtor leased the facility to a company known as Paragon.
Paragon had wanted to purchase the property from the Debtors.
However, Paragon is no longer a viable purchaser and has vacated
the property.

R. Andrew Black, Esq., at Fulbright & Jaworski LLP in Houston,
Texas, tells the Court the Debtors want to list the property for
sale, with Colliers acting as broker, because it has no further
operational use for the Debtors. The Debtors also seek to hire
Colliers, pursuant to Section 327(a) of the Bankruptcy Code, to
list the Butler Property for sale and to perform marketing
services for the Debtors in these Chapter 11 cases.

The Debtors seek to compensate Colliers for its brokerage
services by paying from the proceeds of the sale of the property
a commission of 6% of the first $500,000 of the sales price and
5% of the sales price in excess of $500,000, without the
necessity of further application or authority from the Court.
Mr. Black submits that the Debtors are familiar with the
professional standing and reputation of Colliers as an
experienced realty-marketing firm associated with the Society of
Industrial and Office Realtors.  It is thus well qualified to
market industrial facilities like the Butler Property.

Mr. Black submits that to the best of the Debtors' knowledge,
and by its own declaration, the professionals at Colliers are
disinterested persons and do not represent or hold any interest
adverse to the Debtors or to the estate with respect to the
matters in which they are to be employed.  In addition, Colliers
has no connections with the Debtors, the creditors or any other
party-in-interest. (Metals USA Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


METROCALL: Wants Court to Establish August 16 as Claims Bar Date
----------------------------------------------------------------
Metrocall, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to establish
August 16, 2002 as the deadline by which all creditors,
including governmental units, must file their proofs of claims
against the Debtors or be forever barred from asserting that
claim.

The Debtors assert that the establishment of the Bar Date will
help to ensure that the Company's chapter 11 Cases continue to
proceed in a timely and efficient manner, and that the plan of
reorganization can be implemented fairly to all creditors.  The
proposed Bar Date will also afford the creditors with ample time
within which to prepare and file proofs of claims or interests.

Pursuant to the Debtors' Plan, on a quarterly basis, all
unrestricted cash in excess of $10,000,000 is swept to reduce
indebtedness to the secured lenders.  Thus, if a claim or
interest is not liquidated, or estimated for distribution
purposes, the creditor or interest holder could be prejudiced.

The Debtors explain that holders of government unit claims will
not be prejudiced by the shortened Bar Date. By filing their
claims within the time period proposed, the governmental unit
claims holders will be protected as they will have either
liquidated claims, to be treated under the Plan, or there will
be reserves to adequately protect their claims.  If its not
possible for the governmental units to file Proofs of Claim
within the time period proposed, the Debtors note they could
file claims on their behalf and estimate claims for distribution
purposes.

The Debtors intend to publish notice of the Bar Date in the
national editions if the New York Times and Wall Street Journal
no later than June 17, 2002.

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), DebtTraders
says, are quoted at a price of 4. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCALL2for
real-time bond pricing.


METROMEDIA INT'L: Won't Distribute Preferred Stock Dividend
-----------------------------------------------------------
Metromedia International Group, Inc. (AMEX:MMG), the owner of
various interests in communications business ventures in Eastern
Europe, the Commonwealth of Independent States and other
emerging markets, announced that to facilitate any potential
future restructuring of the Company, the Company has elected to
not declare a dividend on its 7-1/4% cumulative convertible
preferred stock for the quarterly dividend period ending on June
15, 2002.

Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States, China and other emerging markets. These
include a variety of telephony businesses including cellular
operators, providers of local, long distance and international
services over fiber-optic and satellite-based networks,
international toll calling, fixed wireless local loop, wireless
and wired cable television networks and broadband networks, FM
radio stations, and e-commerce.

For more information about the company, visit
http://www.metromedia-group.com


MICROCELL: Nasdaq Nixes Request for Transfer to SmallCap Market
---------------------------------------------------------------
Microcell Telecommunications Inc. (Nasdaq:MICT) (TSX:MTI.B)
announced that the Staff of the Nasdaq Stock Market, Inc. has
determined that the Company is ineligible to transfer its Class
B Non-Voting Shares from the Nasdaq National Market to the
Nasdaq SmallCap Market for failing to meet the minimum market
capitalization requirement for listing on the Nasdaq SmallCap
Market.

The Company had applied for this transfer in light of the recent
declines in prices at which its Class B Non-Voting Shares
(Nasdaq:MICT) have been trading on the Nasdaq National Market,
which are not sufficient to maintain a listing under the
Nasdaq's listing standards. As a result of the Nasdaq Staff's
determination, the Company's shares are subject to delisting
from the Nasdaq National Market beginning on June 6, 2002 due to
the Company's failure to meet the minimum bid price requirement
of $3 US pursuant to Nasdaq market rule 4450 (b(iv)). In
addition, the Company is not currently eligible for listing on
the Nasdaq SmallCap Market.

The Company will be requesting a hearing before the Nasdaq
Listing Qualifications Panel to review the Nasdaq Staff's
determination. This request will automatically stay the
delisting of the Company's Class B Non-Voting Shares from the
Nasdaq National Market until the Panel rules. There is no
assurance that the Panel will grant the Company's request for
continued listing.

Microcell's Class B non-voting shares will continue to be listed
on the Toronto Stock Exchange (TSX) under the trading symbol
"MTI.B".

Microcell Telecommunications Inc., a national wireless
telecommunications operator, is a member of the TSX 300, TSX 200
and S&P/TSX Canadian SmallCap indices. Microcell
Telecommunications Inc. has several operating subsidiaries,
including: Microcell Solutions Inc., which operates the
Company's network and markets Personal Communications Services
(PCS) under the Fido(R) brand name on a retail basis; and
Inukshuk Internet Inc., which intends to deploy a cross-Canada
high-speed fixed wireless access network based on Internet
Protocol. The Company employs more than 1,900 people across
Canada. For more information, please visit
http://www.microcell.caor http://www.fido.ca



MINOLTA CO.: Weak Performance Spurs S&P Downgrade to Singe-Bpi
--------------------------------------------------------------
Standard & Poor's today lowered its 'pi' rating on Japan-based
Minolta Co. Ltd. to single-'Bpi' from single-'B'-plus-pi,
reflecting a deterioration in the company's credit protection
measures as a result of its weak operating performance in its
mainstay businesses. The downgrade is also based on uncertainty
over Minolta's ability to achieve a sustainable improvement in
its earnings base over the longer term, despite some recovery in
its profitability and cash flows in the second half of fiscal
2001 (ended March 2002).

Minolta's profitability in its mainstay photocopier, printer,
and camera businesses has been low, amid intensifying
competition from leading industry players. The company aims to
boost its profit-generating ability by implementing cost-cutting
measures, tightening its focus on mid-to-high end digital
cameras, and introducing color and digital features to its
printers and copiers. However, the leading industry players are
also focusing on these markets, and sizable investments will be
required for Minolta to strengthen its competitiveness. As a
result, it will be very challenging for the company to both
improve its competitiveness and maintain improvement in its
profitability. Although the company's profitability is expected
to rise in fiscal 2002 as a result of its cost reduction
efforts, longer-term improvement in its earning base is not
assured.

Minolta's profitability and funds from operations (FFO)
deteriorated significantly in fiscal 2001. EBIT interest
coverage fell to less than 1.0 times (x) from 1.4x the previous
year, while FFO to total debt weakened to 2% from 12%. Minolta's
capital structure also deteriorated considerably as a result of
a 35% erosion of its equity base caused by a sizable net loss in
fiscal 2001, with total debt to capital climbing to 84%.

In fiscal 2002, JPY15 billion of Minolta's corporate bonds will
mature:

      * JPY5 billion -- US$40 million -- due on May 23, 2002; and

      * JPY10 billion -- US$80 million -- due October 31, 2002.

The company plans to repay this debt using liquidity at hand
raised during fiscal 2001.

At March 31, 2002, Minolta's financial statements show an
increasing strain on liquidity -- JPY159 billion in current
assets available to pay JPY161 billion in current liabilities.

"Minolta's credit quality could deteriorate further if the
company is unable to achieve a sufficient recovery in earnings
and cash flow in the first half of fiscal 2002 to prevent
deterioration in its liquidity," said Fusako Nagao, a credit
analyst at Standard & Poor's in Tokyo. "We will continue to
assess Minolta's ability to recover its earnings and cash flows
through its business reform measures, and to strengthen its
competitiveness and earning base over the longer term," she
added.

As a pioneer of the auto-focus single lens reflex camera,
Minolta maintains a relatively sound position in this market
globally, together with Canon Inc. and Nikon Corp. However, the
company's presence in the growing digital camera market remains
limited. In addition, its market position and competitiveness in
the copier and printer businesses--its largest revenue
contributors--are relatively weak, although the company is
making strong efforts to improve its performance in the color
copier segment.


NII HOLDINGS: Gets Authority to Pay Critical Vendors' Claims
------------------------------------------------------------
NII Hildings, Inc. and its debtor-affiliate sought and obtained
authority to pay prepetition critical vendor claims associated
with debtors' secured handset financing facility.

Several international subsidiaries of NII are parties to handset
financing agreements with Motorola.  Under those agreements,
each NII subsidiary agrees to purchase Motorola handsets.
Motorola is the only source for handsets that are compatible
with the Debtors' operating networks.  However, for NII's
Argentina operations, Debtor NII, and not the Argentina
operating subsidiary is the Purchaser under the agreements.
As of September 30, 2001, there was approximately $28.1 million
outstanding under these agreements.

NII secured court approval to pay the three payments due on the
Argentina Handset Agreement on June 1, June 3, and June 8, 2002,
in the amounts of approximately $638,061 (due to Bank of
Boston), $46,282 (due directly to Motorola) and $1,000,000 (due
to Bank of Boston).

The Court determined that any disruption in the flow of handsets
to the non-debtor operating subsidiaries will cripple the
Debtors' business operations, as the sole source of such
handsets is Motorola.

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


NATIONAL STEEL: Seeking Stay Relief to Setoff Mitsui Steel Debts
----------------------------------------------------------------
Prior to the Petition Date, National Steel Corporation and
Mitsui Steel Development Co, Inc. entered into a series of
agreements wherein Mitsui supplied the Debtors with aluminum
products and steel slab and the Debtors supplied Mitsui with
steel products.  As of the Petition date, Mitsui owed
approximately $5,400,000 to the Debtors and the Debtors in turn
owed Mitsui $1,500,000.

In a proposed stipulation, the parties agree that:

   (i) the pre-petition claims of the Debtors are approximately
       $5,400,000;

  (ii) the pre-petition claims of Mitsui are approximately
       $1,500,000;

(iii) the post-petition claims of the Debtors exceed $6,000,000;

  (iv) the post-petition claims of Mitsui are approximately
       $5,000,000;

   (v) effective upon the execution of this stipulation, the
       automatic stay is modified for the limited purpose of
       permitting Mitsui to effectuate the setoff.  As a result
       of this setoff, Mitsui is obligated and indebted to the
       Debtors in the pre-petition amount of $3,900,000 or higher
       pending the final reconciliation process;

  (vi) within five business days of full execution of this
       stipulation, Mitsui shall pay the Debtors the Mitsui debt;
       and

(vii) to the extent that Court approval is necessary, the
       parties are authorized to effectuate a setoff of the post-
       petition claims of Mitsui against the post-petition claims
       of the Debtors, rendering Mitsui's post-petition debt in
       excess of $1,000,000. (National Steel Bankruptcy News,
       Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


NATIONSRENT INC: Resolves Dispute over Leases with Citicorp
-----------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained the Court's
approval to enter into a stipulation with Citicorp Del-Lease,
Inc., to resolve disputes about the Debtors' remittance to
Citicorp of post-petition lease payments.

The terms of the stipulation are:

A. Development, Collecting And Sharing of Information: The
    Debtors will continue to provide Equipment information to
    Citicorp on or before May 31, 2002 subject to these
    confidentiality protections as parties may agree;

B. Equipment Evaluation: To the extent an appraisal or audit
    authorized by the Agreement is conducted by the Debtors on
    the Equipment at any time during the term of this
    Stipulation, the Debtors shall immediately provide a copy to
    Citicorp. Citicorp may conduct an audit of the Equipment at
    its own expense after 48 hours advance written notice to the
    Debtors but not more than once per calendar quarter;

C. Confidentiality: If and when the parties enter into a
    separate Confidentiality Agreement, that new agreement shall
    be deemed incorporated herein by references.

D. Process for Equipment Evaluation: The Debtors will review the
    Equipment Information and determine the Equipment that is
    subject to the Agreement to be assumed, rejected, re-
    characterized as secured indebtedness, or in certain cases
    restructured with Citicorp.  To the extent the Debtors wish
    to continue to use the Equipment in their fleet, the he
    Debtors will provide Citicorp with their proposal with
    respect to each Schedule by June 30, 2002 or on other dates
    as may be mutually agreed upon by the Debtors and Citicorp.
    Both parties will engage in discussions to reach a settlement
    with respect to each Schedule;

E. Payment:

    a. Beginning May 20, 2002 until the expiration of this
       Stipulation, the Debtors agree to pay Citicorp adequate
       protection payments equal to $158,000 with respect to its
       Equipment covered by the Agreement for the period April 1,
       2002 through April 30, 2002 and thereafter on the first
       day of each subsequent month for the prior monthly period;

    b. The Payments shall be applied on a pro rata basis based on
       the original cost of the Equipment;

    c. All Payments will be credited against the Debtors'
       obligations to Citicorp pursuant to the agreements;
       provided, however, that the parties reserve all rights
       concerning the ultimate characterization and application
       of Payments based, among other things, the valuation of
       the Equipment serving as the collateral for the
       Agreements;

F. No Disgorgement of Payments: The Debtors will not seek to
    recover or otherwise disgorge any Payments made to Citicorp
    pursuant to this Stipulation, other than to the extent
    Payments made as adequate protection on account of the
    Debtors' use of the Equipment Collateral exceed the value of
    Citicorp's interest in the Equipment Collateral in the
    aggregate and Payments made with respect to Equipment that is
    not Equipment Collateral;

G. Reporting and Maintenance: The Debtors shall continue to
    perform all of their obligations with respect to the
    maintenance, upkeep and reporting of the Equipment as set
    forth in the agreement;

H. Cash Collateral: Citicorp reserves the right to assert claim:

      a. that any revenues from the Agreement obtained by the
         Debtors through the rental of the Equipment constitute
         cash collateral in which Citicorp holds a first priority
         perfected security interest and lien with priority over
         other lien of any other creditor; and,

      b. Citicorp is entitled to adequate protection of its
         interests in these rents, revenues, income, profits and
         proceeds;

I. Term of the Stipulation: This Stipulation shall remain
    effective with respect to each Schedule until the earlier of:

    a. the entry of an order providing for the assumption and
       assignment of the Agreement or of a Schedule and, if that
       Schedule is rejected, the actual physical return to
       Citicorp of an item of Equipment;

    b. an agreement of the parties providing for a termination of
       this Stipulation;

    c. entry of an order on motion or otherwise terminating this
       Stipulation;

    d. confirmation of a plan of reorganization;

    e. conversion of this case to one under Chapter 7 of the
       Bankruptcy Code or dismissal of this case; or,

    f. December 31, 2002, provided that either party has provided
       written notice of its intent to terminate this Agreement
       no later than November 30, 2002. If that prior notice is
       not timely given and if none of the other conditions have
       occurred that would terminate this Agreement, then this
       Agreement shall automatically renew on a month to month
       basis thereafter and, in that event, either party may
       terminate on 30 days prior written notice. (NationsRent
       Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


NETIA HOLDINGS: Telekom Creditors' Meeting Set for June 24, 2002
----------------------------------------------------------------
Netia Holdings S.A. (Nasdaq:NTIAQ)(WSE:NET), Poland's largest
alternative fixed-line telecommunications services provider,
announced that the Polish court has convened a Creditors'
Meeting of Netia Telekom S.A., one of its subsidiaries, to be
held on June 24, 2002 in Warsaw, for the purpose of voting on
the approval of the arrangement proceedings of Netia Telekom
S.A.

As previously announced, arrangement proceedings were opened in
Poland for Netia Holdings S.A. and two of its subsidiaries,
Netia Telekom S.A. and Netia South Sp. z o.o., all in connection
with the Company's ongoing restructuring.


NETIA HOLDINGS: Inks Framework Cooperation Pact with Two Telcos
---------------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIAQ, WSE: NET), Poland's largest
alternative fixed-line telecommunications services provider, has
signed a framework co-operation agreement with Telefonia Dialog
S.A. and Elektrim Telekomunikacja Sp. z o.o., two other Polish
telecommunications companies.

In this agreement, the parties expressed an interest in mutual
co-operation in the use of owned infrastructure, development of
telecom services and the improvement of the Polish telecom
regulatory environment. In order to implement the agreed upon
co-operation, Netia, Telefonia Dialog S.A. and Elektrim
Telekomunikacja Sp. z o.o. will enter into additional detailed
agreements.

The framework agreement signed Wednesday complements the steps
taken previously by Netia and these two companies furthering the
development of the Polish telecom market. In February 2002, the
parties established the Telecom Operators Section at the
National Economic Chamber of Electronics and Telecommunications
as a platform for conducting coordinated actions.

Netia Holdings SA's 13.5% bonds due 2009 (NETH09PON2),
DebtTraders reports, are quoted at a price of 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09PON2
for real-time bond pricing.


ORDERPRO LOGISTICS: Working Cap. Deficit Tops $1.1MM at Dec. 31
---------------------------------------------------------------
OrderPro Logistics, Inc. was incorporated in the state of
Arizona on May 12, 2000. The Company had no operations until
July 2000. On September 29, 2000 OrderPro Logistics, Inc.
completed a reverse merger with FifthCAI, Inc., a Nevada
corporation. FifthCAI changed its name to OrderPro Logistics,
Inc.

The Company's primary objective is to utilize OPLI's proprietary
software to combine the functional elements of third-party
logistic services with Internet based communication and
carrier/shipper load matching. Part of its objective is to
establish a presence on the Internet with a database of
information relevant to the shipment, costing, and control of
freight. The Company anticipates that its services will actually
create a new niche in the transportation industry. This niche
will provide small to medium sized manufacturers an opportunity
to become more competitive with larger manufacturers by not just
reducing freight cost but by turning freight activity into a
profit center. The mid and long term objective is to expand the
existing largely regional customer base nationally and
internationally to Mexico and Canada.

OPLI continued to have limited operations for the year ended
December 31, 2001 with revenue of $895,020 and a loss of
$550,565. It had had limited operations in 2000, had losses of
$296,639 on revenues of $809,872 for the period from inception
through December 31, 2000, and has limited working capital
reserves. OPLI expects to face many operating and industry
challenges and will be doing business in a highly competitive
industry.

Capital reserves at December 31, 2001 were essentially depleted.
Management hopes to increase working capital through the sale of
stock and debentures as well as seek strategic mergers or
acquisitions in the industry to increase revenue and cash flow.
If OPLI is unable to increase sales as expected, and/or raise
additional interim capital to fully implement its business plan,
it may jeopardize its ability to continue as a going concern.

OPLI had a net working capital deficit of $1,192,000 at December
31, 2001. The Company has a revolving loan agreement with a
credit lender under which it can borrow a percentage of the
accounts receivable outstanding. This note is due and payable in
October, 2002 and is secured by the pledge of trade accounts
receivable.

The Company is attempting to raise additional debt or equity
capital to allow it to expand the current level of operations.
It raised approximately $496,675, for working capital through
the issuance of convertible debentures for cash and services
during 2001 and is presently negotiating with sources for
additional equity capital to allow it to expand the current
level of operations. There is no assurances that OPLI will be
successful in obtaining such capital.

Net of the overdrafts, cash used by operations was $375,442 for
the period ended December 31, 2001.

OrderPro Logistics has a working deficit capital (current assets
less current liabilities) of $1,192,000 as of December 31, 2001.

The audited financial statements, for the periods ending
December 31, 2001 and 2000 have been prepared assuming that
OrderPro Logistics will continue as a going concern. Operations
commenced in 2000 with losses of $296,639 for the period ended
December 31, 2000, and losses of $550,656 for the year ended
December 31, 2001 and has limited working capital reserves.
These factors raise substantial doubt about OrderPro Logistic's
ability to continue as a going concern.


PACIFIC GAS: Wants to Enclose Letter in Solicitation Package
------------------------------------------------------------
Pacific Gas and Electric Company asks the Court to authorize it
to include a letter in the solicitation package to be sent to
creditors and equity security holders entitled to vote on the
Plans.  The Debtor makes its Application on an ex parte basis
because the Letter has been approved by the California Public
Utilities Commission and the Official Committee of Unsecured
Creditors.

In essence, the Letter tells creditors and equity security
holders that these materials are included in the Solicitation
Package:

(1) The Disclosure Statement for the Plan of Reorganization
     for Pacific Gas and Electric Company (PG&E) [Dated April 19,
     2002], filed by PG&E and PG&E Corporation. Exhibit A of this
     Disclosure Statement is the Plan of Reorganization filed by
     the PG&E Proponents.

(2) The Disclosure Statement for the California Public Utilities
     Commission's Plan of Reorganization [Dated May 17, 2002],
     filed by the Commission. Exhibit A of this Disclosure
     Statement is the Plan of Reorganization for PG&E filed by
     the Commission.

(3) The Report and Recommendations of the Official Committee of
     Unsecured Creditors Regarding Competing Plans of
     Reorganization for Pacific Gas and Electric Company.

(4) The Notice of Hearing before the Bankruptcy Court to
     consider confirmation of the two plans.

(5) A Ballot, which includes instructions on how to complete and
     return such Ballot.

(6) A postage-paid, pre-addressed envelope addressed to
     Innisfree M&A Incorporated, or to the recipient's brokerage
     firm, bank or other nominee (if applicable) for the
     creditors or equity interest holders to return the completed
     Ballot.

According to the letter, Ballots to be returned to Innisfree M&A
Incorporated may also be forwarded to the following address:
Innisfree M&A Incorporated, Attn: In re PG&E, 501 Madison
Avenue, 20th Floor, New York, NY 10022; but beneficial owners of
securities who received a return envelope addressed to their
brokerage firm, bank or other nominee must return their Ballots
in the envelope provided, or, if the envelope has been lost,
seek further guidance from their brokerage firm, bank or other
nominee, or Innisfree M&A Incorporated.  The Letter warns that
Ballots received after 5:00 p.m. Eastern Time on August 12, 2002
will not be counted. (Pacific Gas Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Revamps Utility Inspections with Better Technology
---------------------------------------------------------------
Pacific Gas and Electric Company is in the second phase of
revamping the utility's inspection program to take advantage of
improved processes and emergent technology. The goal is to
continually improve on the inspections at every level for
thousands of miles of power lines and millions of pieces of
equipment found throughout the utility's northern and central
California service area.

The company is now assembling inspectors, whose job will be
dedicated to inspections, rather than inspections as well as
maintenance and construction. "A newly created team - drawn from
the ranks of experienced utility workers -- will be intensely
trained in refined methodology and emergent inspection
technology," said Lynn Liikala-Seymore, director of electric
transmission and distribution maintenance at the utility. "We
will also have more data to help us better identify and
prioritize maintenance to ensure better safety and reliability."

Phase one of the effort got underway last year, when Pacific Gas
and Electric Company mapped out a redesign of its inspection
process and data analysis. Advances in methodology and
technology call for the task to be handled by a dedicated team,
the hiring of which is the principal goal of phase two. These
150 personnel will be devoted solely to finding, identifying and
prioritizing maintenance conditions, as well as training and
supervising staff.

The third phase will focus on implementing emergent technology.
Testing of new technologies will start this year. This includes
evaluating new diagnostic tools for determining the condition of
underground cables and wooden poles. "As one of the nation's
largest and oldest public utilities, Pacific Gas and Electric
Company has long been on the leading edge of implementing new
technology, improved methods, and safety practices," said
Liikala-Seymore. "We are now evaluating new diagnostic tools for
determining the condition of underground cables and wooden
poles. Along with these, new planning and maintenance scheduling
technology enables us to better analyze data to identify and
track reliability trends."

The company is also expanding its overhead infrared inspection
program to better identify "hot spots" that may indicate stress
on wires and equipment, which could lead to a power failure.

"The improved optics of binoculars are allowing crews inspecting
high-up transmission lines to better identify weather damage
that could lead to a failure," said Liikala-Seymore. "And global
position systems (GPS) technology helps us quickly locate our
remote facilities."

Some examples of facilities that undergo regular inspection
include wooden utility poles, automated switches, signage, power
lines and overhead and underground transformers.

In 2000, PG&E introduced improved software to track maintenance
work, and this year is implementing new planning and scheduling
technology.

In 1994, the company began a comprehensive program of testing,
treating and appropriately replacing poles. This program tests
the utility's 2.3 million poles on a 10-year cycle.  In 1995,
the company rolled out an improved inspection program covering
all of its electric facilities, focusing on identifying
conditions that may affect safety and reliability of its
3 million pieces of electric distribution equipment.


PRESIDENT CASINOS: Continued Debt Workout Talks with Noteholders
----------------------------------------------------------------
President Casinos, Inc. continues to experience difficulty
generating sufficient cash flow to meet its debt obligations and
sustain its operations.  During fiscal 2000, as a result of the
Company's relatively high degree of leverage and the need for
significant capital expenditures at its St. Louis property,
management determined that, pending a restructuring of its
indebtedness, the Company was unable to pay the regularly
scheduled interest payments on its $75.0 million 13.0% Senior
Exchange Notes and the $25.0 million 12% Secured Notes.
Accordingly, the Company was unable to pay the regularly
scheduled interest payments of $6.4 million that were each due
and payable March 15, and September 15, 2000.  Under the
indenture pursuant to which the Senior Exchange Notes and
Secured Notes were issued, an Event of Default occurred on April
15, 2000, and is continuing as of this date.  Additionally, the
Company was unable to pay the $25.0 million principal payment
due September 15, 2000 on the Senior Exchange Notes.  The
holders of at least 25% of the Senior Exchange Notes and the
Secured Notes were notified of the defaults and instructed the
Indenture Trustee to accelerate the Senior Exchange Notes and
the Secured Notes and declare the unpaid principal and interest
to be due and payable.

On October 10, 2000, the Company sold the assets of its
Davenport operations for aggregate consideration of $58.2
million in cash.  On November 22, 2000, the Company entered into
an agreement with a majority of the holders of the Senior
Exchange Notes and a majority of the holders of the Secured
Notes.  The agreement provided for a proposed restructuring of
the Company's debt obligations under the Notes and the
application of certain of the proceeds received by the Company
from the sale of the Company's Davenport, Iowa assets.
Approximately $43.0 million of the proceeds from the sale were
deposited with a trustee.  Of this amount, $12.8 million was
used to pay missed interest payments due March 15, 2000 and
September 15, 2000 on the Senior Exchange Notes and the Secured
Notes; $25.0 million was used to partially redeem the Senior
Exchange Notes and the Secured Notes; and $5.2 million was used
to pay interest due March 15, 2001 on the Senior Exchange Notes
and the Secured Notes.

Subsequently, the Company was unable to make the principal and
interest payments due September 15, 2001 and its interest
payment due March 15, 2002, on its Senior and Secured Notes.  As
of February 28, 2002, principal due on the Senior and Secured
Notes was $56.2 million and $18.8 million,
respectively.

To date, the proposed restructuring has not been implemented and
the Company is continuing discussions with the Noteholders.  In
November 2001, the majority of the holders of both the Senior
Exchange Notes and the Secured Notes expressed increasing
concern over the inability to reach a consensual agreement with
the Company.

The Company has informed the Noteholders that the Company
intends to continue with the sale of certain properties and the
pursuit of refinancing opportunities as primary sources of
retiring debt obligations.  In July 2001, the Company completed
the sale of its non-gaming cruise operations in St.
Louis, Missouri for $1.7 million.  The Company is continuing its
efforts to identify purchasers for other assets for sale.
Management is unable to predict whether the heretofore given
notice to accelerate the Senior Exchange Notes and Secured Notes
will result in any further action by the Noteholders or whether
the Notes can be restructured or refinanced under terms
satisfactory to the Company and the Noteholders.

On March 29, 2001, the Company executed an installment sale
agreement for the M/V "Surfside Princess" (formerly, the "New
Yorker").  On October 3, 2001, as a result of the purchasing
party's inability to comply with the terms of the agreement, the
Company terminated the agreement and repossessed the vessel.
Management intends to continue to seek another buyer or find
other uses for the vessel.  Until the Company is able to do so,
the Company will continue to incur legal fees, insurance and
maintenance costs on the vessel.

In addition to the foregoing, President Broadwater Hotel, LLC, a
limited liability company in which a wholly-owned subsidiary of
the Company has a Class A ownership interest, is in default
under a $30.0 million promissory note and associated $7.0
million loan fee incurred in connection with the July 1997
purchase by PBLLC of the real estate and improvements utilized
in the Company's operations in Biloxi, Mississippi.  On April
19, 2001, PBLLC filed a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Mississippi in
Biloxi, Mississippi.  PBLLC continues its possession and use of
its assets as a debtor in possession and has entered into an
agreement with its lender approved by the Bankruptcy Court which
allows PBLLC use of its cash collateral.  On October 31, 2001,
PBLLC filed a Debtors' Plan of Reorganization which will permit
PBLLC to restructure its debt obligations in a manner which will
permit it to continue as a going concern.  The Bankruptcy Court
has set September 30, 2002 for commencement of the hearing on
confirmation of the Plan.

The Plan provides that, following the confirmation of the Plan,
PBLLC and the Company will enter into a loan agreement under
which the Company will be obligated to loan to PBLLC such
amounts as shall be necessary for PBLLC to make certain payments
due under the Plan.  Additionally, if the Plan is confirmed the
Class B membership interest of PBLLC held by JECA (an entity
controlled by John E. Connelly, the Company's Chairman and Chief
Executive Officer) will, in respect of its payment right against
PBLLC of approximately $14.6 million, be entitled to receive in
satisfaction thereof a cash payment of $1.5 million and a one-
year interest bearing promissory note from PBLLC in the
principal amount of $1.5 million.  The Company would be required
to loan such amounts to PBLLC to the extent that PBLLC is unable
to fund such amounts.

There can be no assurance that PBLLC will be able to restructure
its debt obligations and emerge from bankruptcy or continue as a
going concern.

Due to certain debt covenants and cross default provisions
associated with other debt agreements, the Company is also
currently in default under its $2.2 million M/V "President
Casino-Mississippi" note.

Management believes that unless the holders of the Company's
various debt obligations take further action with respect to the
Company's defaults, the Company's liquidity and capital
resources will be sufficient to maintain its normal operations
at current levels and does not anticipate any adverse impact on
its operations, customers or employees.  However, costs
previously incurred and which will be incurred in the future in
connection with restructuring the Company's debt obligations
have been and will continue to be substantial and, in any event,
there can be no assurance that the Company will be able to
restructure successfully its indebtedness or that its liquidity
and capital resources will be sufficient to maintain its normal
operations during the restructuring period.

The Company's ability to continue as a going concern is
dependent on its ability to restructure successfully, including
refinancing its debts, selling or chartering its assets on a
timely basis under acceptable terms and conditions, and the
ability of the Company to generate sufficient cash to fund
future operations.  There can be no assurance in this regard.
Management believes that the long-term viability of the Company
is dependent on either the lifting or eliminating of loss limits
in Missouri and/or the obtaining of required environmental
permits and securing of new financing for the Biloxi destination
resort.  The 2002 Missouri legislature adjourned before voting
on proposed legislation to repeal loss limits.  No assurance is
possible that any subsequent legislative session will vote
favorably to lift such limits nor can there be assurance that
the Company will be able to obtain regulatory approvals or the
requisite financing for the Biloxi destination resort.

The Company generated consolidated operating revenues of $129.2
million during fiscal 2002 compared to $152.1 million during
fiscal 2001, a decrease of $22.9 million.  The St. Louis casino
operations experienced an increase in revenue of $17.7 million
and the Biloxi combined operations experienced a decrease in
revenue of $0.1 million.  Excluding the Davenport and Gateway
operations, revenues increased $17.6 million, or 15.9%.

Gaming revenues in the Company's St. Louis operations increased
$18.7 million, or 31.4%, during fiscal 2002, compared to fiscal
2001.  The St. Louis operations experienced an increase in
market share to approximately 10.1% in fiscal 2002 from
approximately 8.6% for the prior year.  Management believes this
increase is primarily attributable to the relocation of the
"Admiral" and an improved slot product which takes advantage of
the August 2000 change in the Missouri gaming regulations,
improving the ease of playing multiple coin slot machines.
Additionally, the St. Louis casino operations increased staffing
levels, focusing on providing a heightened level of quality
guest service.  Gaming revenues at the Company's Biloxi
operations increased $0.1 million, or less than 1.0%, during
2002 compared to prior year.

The Company's revenues from food and beverage, hotel, retail and
other were $25.5 million during fiscal 2002, compared to $31.3
million during fiscal 2001, a decrease of $5.8 million, or
18.5%.  Excluding the Davenport and Gateway operations, revenues
from food and beverage, hotel, retail and other increased $2.1
million, or 9.2%.  The increase was primarily attributable to an
increase of food and beverage, retail and other revenue of
approximately $1.0 million in St. Louis as a result of the
increase in the number of guests as a result of the "Admiral"
relocation and improved slot product, and an increase of $1.1
million in Biloxi primarily as a result of an increase in the
number of patrons resulting from increased promotions.

Promotional allowances were $22.6 million during fiscal 2002
compared to $27.0 million during fiscal 2001.  Excluding the
Davenport operations, promotional allowances were $22.6 million
during fiscal 2002 compared to $19.4 million during fiscal 2001,
an increase of $3.2 million, or 16.5%. Promotional allowances in
St. Louis and Biloxi increased $2.0 million and $1.2 million,
respectively, in fiscal 2002 primarily as a result of (i)
increased cash back and coupon promotions in both locations,
(ii) an increase in valet and buffet complementaries in St.
Louis and (iii) an increase in room and food and beverage
complementaries in Biloxi.

The Company had an operating loss of $4.7 million during fiscal
2002, compared to an operating loss of $12.2 million during
fiscal 2001.  The Company incurred a net loss of $20.7 million
during fiscal 2002, compared to a net loss of $0.2 million
during fiscal 2001.


PURE WORLD: Begins Trading on SmallCap Market Effective June 6
--------------------------------------------------------------
Pure World, Inc. (PURW - NASDAQ) announced that the Nasdaq Stock
Market has approved the Company's request to transfer its common
stock to the Nasdaq SmallCap Market from the Nasdaq National
Market effective June 6, 2002. Pure World's stock will continue
to trade under the symbol "PURW." The Company requested the
transfer to the Nasdaq SmallCap Market because it was unable to
meet the Minimum Market Value of Publicly Held Shares and the
Minimum Bid Price requirements for continued listing on the
Nasdaq National Market as set forth in Marketplace Rules
4450(e)(1) and 4450(e)(2), respectively. The Nasdaq SmallCap
Market has the same Minimum Bid Price requirement, but the
Company has until August 13, 2002 to demonstrate compliance. If
Pure World has not demonstrated compliance by August 13, 2002
the Company may be eligible for an additional grace period of
180 days in which to demonstrate compliance because Pure World's
stockholders' equity currently exceeds the amount required for
initial inclusion on the Nasdaq SmallCap Market.

Pure World has 7,573,634 shares issued and outstanding.


RAINTREE RESORTS: S&P Cuts Rating to D Over Interest Nonpayment
---------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on Raintree Resorts International Inc. to 'D' (default) from
triple-'C'. The rating action follows the company's failure to
pay a US$6.1 million coupon due June 1, 2002, on its US$94.5
million outstanding senior notes maturing 2004.

Although the company is negotiating with Leisure Industries
Corp. the sale of the Whisky Jack Resorts Ltd. and Teton Club
Jackson Hole resorts, and an interest on the CimarrĒn Golf
Resort, to obtain the funds to make the interest payments,
Standard & Poor's does not have sufficient evidence that the
payment can be made soon as the timing for these sales is still
uncertain.

Raintree is a developer, marketer, and operator of luxury
vacation ownership resorts in North America with resorts in
Mexico, the U.S., and Canada.


SAMSONITE CORP: Taps Berenson Minella to Help Evaluate Options
--------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported
revenue of $160.5 million, operating income of $2.5 million and
net loss to common stockholders of $22.3 million for the quarter
ended April 30, 2002.  These results compare to revenue of
$192.1 million, operating income of $8.1 million and net loss to
common stockholders of $13.9 million for the first quarter of
the prior year.  Operating income for the quarter ended April
30, 2002 reflects an asset impairment charge of $0.3 million, a
charge of $2.2 million for restructuring the Company's Mexico
City facility and restructuring expenses of $2.6 million
associated with the Company's restructuring activities.  The
accrual of undeclared preferred stock dividends of $10.2 million
for the quarter is also reflected in the net loss to common
stockholders.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted for
certain items management believes should be excluded in order to
reflect recurring operating performance including restructuring
charges and expenses), a measure of core business cash flow, was
$12.3 million for the first quarter compared to $19.6 million
for the first quarter of the prior year.

Chief Executive Officer, Luc Van Nevel, stated:  "The Company's
financial results for the quarter reflect the beginning of the
recovery in our core business operations from the impacts of the
horrific events of last September. Although lower than the prior
year, sales in our United States and Asian operations slightly
exceeded our expectations for the quarter, and sales in our
European operations were slightly lower than our expectations;
in combination, consolidated sales achieved our expectations for
the quarter. Absent another economic event, we believe current
conditions are indicative of a return to a more normal business
environment by the end of this fiscal year. The improvement in
our worldwide business operations is reflective of the increase
in worldwide air travel over the past few months.

"Our recent announcement relating to the retention of Berenson,
Minella & Company as financial advisor and the formation of a
special Board committee to evaluate alternatives to improve our
capital structure was another very important event during the
quarter.  Management and the Board of Directors are hopeful that
this process will result in a capital structure that will
establish a permanent foundation that will permit future growth
in stakeholder value."

Chief Financial Officer, Richard H. Wiley, also commented on the
first quarter performance:  "In addition to the substantial
improvement in operating results from the fourth quarter of last
year, we continue to make progress in streamlining inventories
and to make more efficient use of our working capital
investment.  As a result of improved operating cash flow and
reducing working capital investment, the Company continues to
maintain an adequate liquidity position enabling it to meet its
current operational and debt service requirements."

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
business cases and travel-related products under brands such as
Samsonite(R), American Tourister(R), Lark(R), Hedgren(R),
Lacoste(R) And Samsonite(R) Black Label.

At January 31, 2002, Samsonite Corp. had a total shareholders'
equity deficit of about $124 million.


TOWER AUTOMOTIVE: Revises Earnings Guidance for Second Quarter
--------------------------------------------------------------
Tower Automotive, Inc. (NYSE:TWR) provided revised guidance for
its second quarter, reflecting the combined effects of better
than expected operating results along with the interest expense
savings and increased shares outstanding resulting from the
recently completed stock offering of 17.25 million shares.

The company expects net earnings for the second quarter ending
June 30, 2002 to be in the range of $.36 to $.40 per diluted
share, on estimated second quarter revenues of approximately
$710 million to $725 million. Tower previously provided second
quarter guidance of $.33 to $.38 per diluted share (adjusted for
its recent stock offering and related interest expense savings
and equivalent to $.37 to $.42 on a pre-offering basis) on sales
of $695 million to $715 million.

The company previously announced that it had completed a follow-
on stock offering of 17.25 million shares (after exercise of the
underwriters' overallotment option) on May 13, 2002. Net
proceeds from the offering of approximately $222.5 million were
used to repay borrowings under the company's senior credit
facility.

Tower Automotive, Inc., is a global designer and producer of
structural components and assemblies used by every major
automotive original equipment manufacturer, including Ford,
DaimlerChrysler, GM, Honda, Toyota, Nissan, Fiat, Hyundai/Kia,
BMW, and Volkswagen Group. Products include body structures and
assemblies, lower vehicle frames and structures, chassis modules
and systems, and suspension components. The company is based in
Grand Rapids, Mich.

                          *    *    *

On May 13, 2002, Standard & Poor's affirmed its double-'B'
corporate credit rating on Tower Automotive Inc., a supplier of
automotive structural components and assemblies. The outlook,
however, has been revised to stable from negative.

The rating actions follow Tower's completion of the sale of $222
million of common equity. Proceeds from the sale were used to
reduce borrowings on the company's bank credit facilities. The
equity offering improved Tower's financial flexibility by
increasing borrowing availability under the company's revolving
credit facility and strengthening its credit statistics, which
should permit the company to remain comfortably within its bank
financial covenant requirements.

                         Ratings List

                     Tower Automotive Inc.

                   * Corporate credit rating BB

                   * Senior unsecured debt rating BB

                   * Subordinated debt rating B+

                     R.J. Tower Corp.

                   * Senior unsecured debt rating BB
                     (gtd. by Tower Automotive Inc.)

                Tower Automotive Capital Trust

                   * Preferred stock rating B
                     (gtd. by Tower Automotive Inc.)


TRI-UNION: S&P Knocks Rating Down to D After Missed Payment
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
secured debt ratings on independent oil company Tri-Union
Developing Corp. to 'D' and removed the ratings from CreditWatch
with developing implications.

Houston, Texas-based Tri-Union has about $130 million in
outstanding debt.

The rating action follows the company's announcement that it did
not make its June 01, 2002, $8.1 million interest payment on its
senior secured notes due 2006. Tri-Union did, however, make a
$20 million debt amortization payment also due June 1. The
company has stated that it intends to make the interest payment
within the 30-day grace period provided under the notes
indenture.

"If Tri-Union makes the interest payment within the grace
period, Standard & Poor's would re-evaluate its ratings and
outlook on the company at that time," said credit analyst Paul
Harvey.


VIRAL GENETICS: Auditors Doubt Ability to Continue Operations
-------------------------------------------------------------
Viral Genetics Inc. was incorporated in California on July 11,
1995 and is in the development stage. The Company was organized
for the purpose of manufacturing and marketing a pharmaceutical
product named Thymus Nuclear Protein (the current formulation of
which is now known as and hereinafter referred to as "TNP").
This product, TNP, is used in a drug being developed to treat
AIDS.  Sales of this product have been limited, primarily for
research purposes.  The success of the Company will be based
upon obtaining certain regulatory approval for its
pharmaceutical product TNP to commence  commercial operations.
On October 1, 2001, the Company was acquired by 5 Starliving
Online, Inc.

Until Viral Genetics receives outside financing to fund its
capital commitments, its operations will be limited to those
that can be effected through its officers, directors and
consultants.  Haig Keledjian, its President, has served without
compensation and without any agreement or arrangement  for
compensation.  Viral Genetics expects that it will negotiate a
compensation package for Mr.  Keledjian covering past and future
service at such time that Viral Genetics has sufficient working
capital to do so.

From 1995 through 2000, certain directors of Viral Genetics have
made loans and other advances to fund operations.  At March 31,
2002, the Company owed Haig Keledjian, an officer and director,
$801,632 of principal and accrued interest, Hampar Karageozian,
a director, $748,854 of principal and interest, Dr. Harry
Zhabilov, a director, $643,841 of principal and accrued
interest, Arthur Keledjian, a director, $1,129 of principal and
accrued interest, and Eileen Hayward (the mother of Paul
Hayward, an officer and director) $184,628 of principal and
accrued interest.  All of these loans bear interest at the rate
of five percent per annum, except the loan of Eileen Hayward,
which bears interest at 10 percent.  Viral Genetics does not
expect to be able to repay any of these obligations unless it
obtains additional outside financing or is able to generate
substantial  revenue from sale of its products in the future, of
which there is no assurance.

At December 31, 2001, the Company had no meaningful current
assets, current liabilities of $2,330,037, and long-term
liabilities of $7,404,033.  In April 2002, it raised $150,000 in
cash from the sale of 215,000 shares of common stock in a
private transaction effected in reliance on the exemption from
registration set forth in Section 4(2) of the  Securities Act of
1933. No broker was involved in the transaction and no
commissions were paid to any person.  These funds will be used
for working capital needs to fund general and administrative
costs and ongoing laboratory work.  Viral Genetics also entered
into an agreement to convert approximately $1,200,000 of debt to
equity through the issuance of up to 1,500,000 units, each unit
consisting of one share of common stock and one-half warrant to
purchase one-half share at $0.50, which increases to $0.625, 45
days following  the date TNP is licensed for sale in Mexico.
This transaction was scheduled to close on April 10,  2002, but
has not closed yet and it cannot be predicted when or whether
the transaction will close.

Through its subsidiary the Company is a party to an Assignment
of Patent agreement dated August 1, 1995, under which
Therapeutic Genetics, Inc., a California corporation, assigned
all of its rights in the patent pertaining to TNP to the
Company's subsidiary for a note in the principal amount of
$5,000,000 and a continuing royalty equal to five percent of
gross sales of products using the  patented technology.  At
March 31, 2002, the principal and accrued interest on the note
was $6,644,531. Viral Genetics does not expect to be able to pay
this obligation unless it obtains   additional outside financing
or is able to generate substantial revenue from sale of its
products in the future, of which there is no assurance.

The Company estimates that it will need approximately a million
dollars of additional capital in 2002 to fund approximately
$500,000 of research and development costs, $50,000 of patent
work, and  $450,000 of administrative expenses and product
manufacturing costs.  It has raised $150,000 thus far, and has
no meaningful agreements or arrangements in place to raise the
additional capital. These factors, together with its existing
liabilities, raise substantial doubt about Viral Genetics
ability to continue as a going concern.


WESTERN INTEGRATED: Gets Court Okay to Sign-Up Pachulski Stang
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gives its
stamp of approval and allows the Official Committee of Unsecured
Creditors appointed in Western Integrated Networks, LLC's
chapter 11 case to employ Pachulski, Stang, Ziehl, Young &
Jones, P.C. as its attorneys.

As Counsel to the Committee, Pachulski Stang will be:

      a) advising the Committee of its rights, powers and duties;

      b) assisting the Committee in consulting with the Debtors
         and their counsel concerning the administration of these
         cases and the Debtors' estates;

      c) investigating and analyzing the claimed liens, security
         interests and other asserted rights of alleged secured
         creditors and any claims, defenses or offsets related
         thereto;

      d) assisting the Committee in its investigation of the
         acts, conduct, assets, liabilities and the desirability
         of the continuance of such business and any other matter
         relevant to the case or to the formulation of a chapter
         11 plan;

      e) advising and participating with the Committee in
         performing the services relating to the formulation of a
         chapter 11 plan;

      f) advising the Committee regarding Debtors' request for
         post-petition financing and use of cash collateral;

      g) assisting the Committee in requesting the appointment of
         a trustee or examiner should the Committee decide that
         such action is necessary; and

      h) performing such other services as are in the interest of
         Debtors unsecured creditors.

Pachulski Stang will bill for legal services at its customary
hourly rates:

           Attorneys           $595 to $215 per hour
           Paralegals          $160 to  $85 per hour
           Law Clerks/Clerks    $60 to  $40 per hour

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


WILLIAMS COS.: Denies Engaging in Round-Trip Natural Gas Trades
---------------------------------------------------------------
In response to the Federal Energy Regulatory Commission's order
of May 22, Williams (NYSE: WMB) denied it engaged in so-called
"round-trip" or "wash trades" of natural gas to increase
reported revenues.

"As we continue to cooperate with the FERC, Williams reiterates
our legal and ethical trading practices in natural gas, as well
as power and other energy commodities," said Steve Malcolm,
Williams' chairman, president and CEO.

The full text of today's FERC filing is available on the
company's Web site, http://www.williams.com

Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity.  Our operations span the energy value chain
from wellhead to burner tip.  Based in Tulsa, Okla., Williams
and its 12,000 worldwide employees contributed $45 million in
2001 to support the environment, health and human services, the
arts, and education in its communities.  Williams information is
available at http://www.williams.com


WINSTAR COMMS: Court Okays Kaye Scholer as Trustee's Counsel
------------------------------------------------------------
Judge Akard vacated his previous order denying the Trustee's
application to employ Kaye Scholer as counsel.  Earlier, Judge
Akard questioned the need for the Trustee -- located in Delaware
-- to employ lawyers in Kaye Scholer's Chicago office.  The
Court approves the appointment of Kaye Scholer as counsel to
Winstar Communications, Inc.'s Chapter 7 Trustee, nunc pro tunc
to January 28, 2002, the date of the appointment of the Chapter
7 Trustee.

Specifically, the Trustee will look to Kaye Scholer:

A. to provide legal advice with respect to the powers and duties
      of a trustee;

B. to prepare on behalf of trustee necessary applications,
      motions, answers, orders, reports, and other legal
      documents;

C. to analyze the Debtors financial condition in order to
      ascertain potential causes of action held by the Debtors'
      estates and whether such causes of action should be
      prosecuted by the Trustee;

D. to develop a strategy to maximize potential returns for the
      Debtors' estates and, in turn, their creditors;

E. to appear in court on behalf of the Trustee to prosecute the
      interests of the Trustee, the Debtors' estates and the
      creditors of the estates; and

F. to perform all other legal services required by the Trustee
      in these chapter 7 cases.

Sheldon L. Solow, Esq., a Kaye Scholer member, informs the Court
that the firm intends to apply for compensation for professional
services rendered in connection with these cases and for
reimbursement of actual and necessary expenses incurred, in
accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, and the local rules and orders of
this Court. The attorneys presently designated to represent the
Trustee and their current standard hourly rates are:

       Sheldon L. Solow (Partner)           $590 per hour
       Richard G. Smolev (Partner)          $590 per hour
       Nicholas J. Cremona (Associate)      $335 per hour

Mr. Solow submits that other Kaye Scholer attorneys and
paraprofessionals will, from time to time, serve the Trustee in
connection with the matters herein described. The hourly rates
for Kaye Scholer attorneys and paraprofessionals are within the
following ranges:

       Partners                   $425 to $690
       Counsel                    $385 to $475
       Associates                 $215 to $430
       Paraprofessionals          $100 to $175

Kaye Scholer has also informed the Trustee that it is the firm's
policy to charge all of its clients for out-of-pocket expenses
incurred in connection with the client's case.

Mr. Solow assures the Court that Kaye Scholer:

A. does not hold or represent an interest adverse to the
      Debtors' estates;

B. is a "disinterested person" as defined by section 101(14) of
      the Bankruptcy Code; and

C. has no connection with the Debtors, their creditors or other
      parties-in-interest in these cases. (Winstar Bankruptcy
      News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


WORLDCOM INC: Wireless Unit Ends Contract with Third Millenium
--------------------------------------------------------------
Third Millennium Telecommunications, Inc. (OTCBB:TMTM) announced
that it received notice May 20, 2002 from WorldCom Wireless,
Inc., providing 30 days notice terminating the Sales Agency
Agreement between Third Millennium and WorldCom Wireless, Inc.

WorldCom, Inc. the parent of WorldCom Wireless, indicated that
the termination was the result of WorldCom, Inc.'s decision to
phase-out its involvement in the wireless industry.

Following the termination of the Sales Agency Agreement,
WorldCom also terminated Third Millennium's $200,000 line of
credit.

"We expect the termination of the Sales Agency Agreement and
credit line to have an immediate, material, adverse effect on
our financial condition and results of operation," stated Mike
Galkin, President of Third Millenium. "The sale of WorldCom
Wireless services during the fiscal years ended March 31, 2002
and March 31, 2001, accounted for substantially more than half
of our revenues and income".

Galkin, however, indicated hope for the future. "These events
pose a substantial challenge for our Company and there are no
guarantees. But, we have begun taking steps to replace the loss
of revenues and income by increasing our revenue from other
cellular providers and resellers, and are expanding our product
and service lines."

Third Millennium, founded in 1997, offers wireless products and
services on a national basis through its proprietary enterprise
software platform and state-of-the-art fulfillment center. The
Company can create customized and scalable solutions to meet the
evolving needs of the Internet marketplace. The Company has
relationships with AT&T Wireless, GlobalstarUSA Satellite
Services and Dish Network. Its products and services are
marketed online and through independent dealers and affiliates
nationwide.

                          *   *   *

As previously reported, Fitch Ratings has downgraded several of
Worldcom Inc.'s debt rating to low-B level. Additionally,
Standard & Poor's dropped the company's corporate credit rating
and its ratings on four related synthetic transactions to low-B
level.


WORLDCOM INC: Intends to Exit Non-Core Wireless Resale Business
---------------------------------------------------------------
WorldCom, Inc. (Nasdaq: WCOM, MCIT) plans to exit the wireless
resale business.  With approximately $1 billion in revenues and
nearly two million customers, WorldCom is the largest reseller
of wireless services in the United States.

"After carefully assessing our business and the current market
conditions for wireless resale services, we have decided to exit
the wireless resale business -- a business that is not a core
WorldCom asset," said John Sidgmore, WorldCom president and CEO.
"As we exit the business we will further strengthen our cash
position."

WorldCom has been a reseller of wireless services for more than
five years.  Initially, WorldCom entered the resale marketplace
as a first step toward becoming a facilities-based wireless
carrier, which ultimately did not materialize.  Slowing market
growth, intense pricing pressure and acquisition cash
requirements have rendered WorldCom's position as a pure
reseller unprofitable.

The multi-month process of exiting the wireless resale business
will begin immediately.  WorldCom has received interest from
several major facilities-based carriers regarding purchasing the
business.  WorldCom expects to quickly evaluate its options and
select an exit strategy.  As it does so, some of WorldCom
Wireless' 2,200 workforce will be reduced while the remainder
will continue operations in the interim period.

Regardless of the exit option chosen, WorldCom said it is
committed to ensuring the process is seamless and transparent to
customers. During the transition process, the Company will
continue to serve its existing customer base and will continue
to provide customer care.   Additionally, once an exit method is
determined, customers will have the option of selecting a new
wireless provider or transitioning to another carrier.

WorldCom, Inc. (Nasdaq: WCOM; MCIT) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market.  In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all-inclusive local and long-distance offering to
consumers for one fixed monthly price.  Effective July 12, 2002,
WorldCom will eliminate its tracking stock structure and have
one class of common stock with the Nasdaq ticker symbol
WCOM.  For more information, go to http://www.worldcom.com


* FTI Consulting Launches Strategic Settlement Services Practice
----------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider
of strategic and litigation-related consulting services,
announced that Ronnie A. Martin has been appointed managing
director of its new Houston-based Strategic Settlement Services
Practice.  The new practice will help FTI's clients to mitigate
the cost of or avoid litigation by evaluating claims and risks,
coordinating business expertise with legal and technical
analysis, developing cost-effective settlement strategies, and
implementing profitable business resolutions.

"Ronnie is recognized in the energy industry for his ability to
bring a business perspective to litigation strategy," said Jack
Dunn, FTI's chairman and chief executive officer.  "At Texaco,
Ronnie built a state-of-the-art business model that ensured the
right business strategy was developed to create the best
business results.  We expect him to adapt this model for other
industries and expand FTI's role in strategic settlement
services across our client base."

Ronnie has over 33 years of experience in various sales,
operations and management aspects of the energy industry
relating to oil, gas and natural gas liquids.  Prior to joining
FTI, he was vice president of Texaco Exploration and Production
Inc., responsible for the development of business-oriented
conflict avoidance and resolution strategies for Texaco's
domestic exploration and production activities.  Ronnie's
responsibilities also included claims analysis and fact
testimony in contract and royalty disputes, severance tax
assessments, joint interest operations disputes and
environmental claims.  He also served as lead negotiator and
client representative in numerous mediations, arbitrations and
trials in which Texaco was a party.

In addition to his dispute management responsibilities, Ronnie
led other Texaco oil and gas initiatives including the
development of a now industry- accepted crude oil tendering
program that was designed to achieve the company's business
objectives of maximizing sales value and addressing royalty and
tax valuation requirements.

"The need for well-reasoned strategic settlement services is
greater today than ever before," Ronnie commented.  "With a
properly developed strategy, current as well as potential
disputes can be effectively managed and acceptable resolutions
can be achieved.  The settlement skills and strategy practices
employed in the energy business are completely transferable to
other industries, and FTI has encouraged me to build a broad-
based settlement practice."

Joining Ronnie in the Strategic Settlement Services practice are
Douglas A. Duke and Belinda A. Frasier.

Doug has held various management positions in the natural gas
industry for 24 years and has extensive experience in the areas
of natural gas production, regulations and marketing, as well as
settlement negotiations and development of litigation strategy
and support for royalty and severance tax claims.  Most
recently, he was manager of production services for Texaco
Exploration and Production Inc., where he was responsible for
providing information, analysis and testimony with respect to
significant domestic claims and litigation.

Belinda has 20 years experience in various oil and gas industry
financial assignments.  Most recently, she was senior financial
analyst for production services for Texaco Exploration and
Production, Inc. where she was responsible for developing
litigation databases and performing extensive economic analyses.
She also has extensive experience in oil and gas royalty and
severance tax valuation analysis and acquisition and divestiture
analysis.

"We are very excited that Ronnie, Doug and Belinda have joined
our firm," said Stewart Kahn, president and chief operating
officer of FTI.  "They give us the tremendous combination of
senior oil and gas professionals and experienced settlement
strategists.  Ronnie and his team join the 65 professionals we
already have in Texas serving clients on intellectual property
matters, forensic accounting, energy disputes, accident
investigations and restorations, and trial graphics and
technology matters."

FTI Consulting is a multi-disciplined consulting firm with
leading practices in the areas of bankruptcy and financial
restructuring, litigation consulting and engineering/scientific
investigation.  Modern corporations, as well as those who advise
and invest in them, face growing challenges on every front.
From a proliferation of "bet-the-company" litigation to
increasingly complicated relationships with lenders and
investors in an ever-changing global economy, U.S. companies are
turning more and more to outside experts and consultants to meet
these complex issues.  FTI is dedicated to helping corporations,
their advisors, lawyers, lenders and investors meet these
challenges by providing a broad array of the highest quality
professional practices from a single source.

FTI is on the Internet at http://www.fticonsulting.com


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981092/internetbankrupt

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.

                           *********


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

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

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

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

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

                           *********

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

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

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

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

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

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