TCR_Public/020613.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 13, 2002, Vol. 6, No. 116     

                          Headlines

ANC RENTAL: Seeks Approval to Extend Revolving L/C Facility
ADAIR INT'L: SCORE Gets SEC's Okay to Distribute Proxy Statement
ADELPHIA BUSINESS: UST Amends Creditors' Committee Appointments
ADVANCED COMMS: March 31 Balance Sheet Upside-Down by $3 Million
AGERE SYSTEMS: Offering $380MM in Convertible Subordinated Notes

ARMSTRONG: Court Approves Proposed Claims Settlement Protocol
AUTOFUND SERVICING: Clyde Bailey Raises Going Concern Doubt
BE INCORPORATED: Records About $5 Million Net Gain on Asset Sale
BETHLEHEM STEEL: Extends Information Technology Pact with EDS
BIRMINGHAM STEEL: Seeks OK to Bring-In CIBC for Financial Advice

BROADBAND WIRELESS: Plan Confirmation Hearing Set for July 31
BURNHAM PACIFIC: Will Pay Liquidating Distribution by June 27
CLIFTON MINING: CDNX Delists Shares Effective June 6, 2002
COMDISCO: Asks Court to Approve CLIX Asset Purchase Agreement
CONSECO INC: Annual Meeting Available via Webcast Today

COVANTA ENERGY: Gets Approval to Hire Leboeuf as Special Counsel
EMAC TRUST: Fitch Downgrades Several Franchise Transactions
EMEX CORP: Has Until July 8 to Comply with Nasdaq Listing Rules
ELECTRIC LIGHTWAVE: Citizens Comm. et al Own 77.94% Equity Stake
ENRON CORP: Court Approves Safe Harbor Termination Procedures

ENRON CORP: Court Allows Interests & Note Sale to Tractebel
ENRON: 2 Units Sue Sierra Pacific Units Over Terminated Contract
ENRON CORP: Reaches Severance Agreement with Former Employees
ENRON CORP: Will Pay Each Ex-Worker Up to $13,500 in Severance
EXIDE: Industrial Power Division Awarded Two Submarine Contracts

EXODUS COMMS: Wants to Sell LA3 IDC to Disney for $8.6 Million
FANNIE MAY HOLDINGS: Case Summary & 29 Largest Unsec. Creditors
FEDERAL-MOGUL: Committee Wants More Time to Commence Litigation
FIREBRAND FINANCIAL: Ability to Continue Operations Uncertain
FLEMING COMPANIES: Fitch Rates $950MM New Bank Facility at BB+

GLOBAL CROSSING: Subcommittee Taps Greenberg Traurig as Counsel
HAYES LEMMERZ: Court Okays Andersen's Engagement as Consultant
HECLA MINING: S&P Revises CCC+ Rating Outlook to Positive
IMPERIAL CREDIT: Security Holders Selling $66.5MM 12% Sr. Notes
JYRA RESEARCH: UK Subsidiary Placed into Voluntary Liquidation

KAISER ALUMINUM: Seeking Stay Relief to Settle Class Action
KMART: Cott Wins Relief to Recoup $1.7MM Debt Owed by Debtors
KMART CORP: Wins Okay to Reject Agreements with HMG Worldwide
LODGIAN: CCA Asks Court to End IMPAC II & III Exclusive Periods
MARKLAND TECHNOLOGIES: Enters Debt Workout Agreement with Lender

METALS USA: Court Okays DKW Capital as Marketing Advisors
METROCALL INC: Seeks to Hire Schulte Roth as Bankruptcy Counsel
NTL INC: Court to Consider Disclosure Statement on July 12, 2002
NAPSTER INC: UST Will Convene Creditors' Meeting on July 11
NATIONAL STEEL: NUFIC Proceeding with Action Against Debtors

NET2000 COMMS: Trustee Hires Adelman Lavine as Attorneys
NEXTEL COMMS: CFO Says Company On-Track to Achieve $2.5B EBITDA
PACIFIC GAS: Committee's Report Comparing PG&E and CPUC Plans
PINNACLE HOLDINGS: July 22 Bar Date for Proofs of Claim Set
POLAROID CORP: Seeks Approval of License Agreement with Concord

PRESSTEK INC: Stockholders' Meeting Available via Webcast Friday
PSINET INC: Will Vote for European Unit's Proposed Dissolution
R&S TRUCK BODY: Look for Schedules of Assets & Debts by Aug. 2
RIVERWOOD: S&P Keeping Watch on B Rating Over Refinancing Plans
STARBAND COMMS: Look for Schedules and Statements by July 30

TEREX CORP: S&P Assigns BB- Rating to $375MM Secured Bank Loan
TOKHEIM CORP: Bank Lender Group Agrees to Amendment & Waiver
UCAR INT'L: Commences Exchange Offer for 10.25% Senior Notes
UNITED AIRLINES: Hires Deloitte & Touche to Replace Andersen
WARNACO GROUP: Gets Okay to Sell Rights to Store Closing Sale

WILLIAMS COMMS: Court Okays Morris Nichols as Special Counsel
WYNDHAM INTERNATIONAL: S&P Affirms B Corporate Credit Rating
XEROX: S&P Ratchets Corporate Credit Rating Down a Notch to BB-

* DebtTraders' Real-Time Bond Pricing

                          *********

ANC RENTAL: Seeks Approval to Extend Revolving L/C Facility
-----------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates move the Court
to approve the Interim Stipulation between the Debtors and
Congress Financial Corporation, to provide for the extension of
the Postpetition Extended letters of credit.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, informs the Court the relief requested
is necessary for the Debtors to continue their day-to-day
operations.  The Debtors are required to support the various
aspects of their business with letters of credit, which allows
them to operate their business without the burden of posting
cash collateral to support certain obligations.

For example, the Debtors' rental operations at airports
throughout the U.S. are operated pursuant to concession
agreements with the operators of airports.  In order to
guarantee the Debtors' performance under the terms of certain
concession agreements, these agreements oblige the Debtors to
provide and maintain letters of credit in favor of the operators
of the airports.  Ms. Fatell deems it critical to the Debtors'
ability to operate as a going concern to comply with the
concession agreements.

A Revolving Credit Agreement dated June 30, 2000 was entered
into by ANC, several banks and other financial institutions
including Lehman Brothers Inc, as arranger, Lehman, as
syndication agent, Bankers Trust Company, as documentation agent
and Congress Financial Corporation (Florida), in its capacity as
a Revolving Credit Lender and as administrative agent and
collateral agent. The Revolving Credit Lenders issued
approximately $65,000,000 in the face amount of letters of
credit and extended other loans and credit accommodation to
Debtors from time to time prior to the Petition Date secured by
valid, binding, perfected and enforceable liens upon and
security interest in the prepetition collateral.

These letters have expired since May 31, 2002:

A. The Letter of Credit SM 417076 issued on behalf of Alamo in
    favor of Burbank Glendale Airport, in the face amount of
    $355,006;

B. Letter of Credit SM 417078 issued on behalf of Alamo in favor
    of Maryland Aviation Airport in the face amount of $704,000;
    and

C. The Letter of Credit SM 414118 issued on behalf of Alamo
    Rent-A-Car (Canada) Inc. in favor of the Calgary Airport
    Authority in the face amount of $233,263 (Canadian).

Ms. Fatell informs the Court that the Debtors, Congress and the
Revolving Credit Lenders are currently engaged in good faith,
arms' length negotiations to ratify, extend, assume, adopt and
amend the Credit Agreement and the other Revolving Credit
Agreements.  This is to permit the Debtors to continue receiving
letter of credit and other financial accommodations under the
Revolving Credit Agreement on a postpetition basis.

In order to induce Congress to extend the postpetition letters
of credit, the interim stipulation provides that the
postpetition letters of credit and all fees costs, etc. accrued
or chargeable to the Debtors will be secured by valid, binding,
perfected, enforceable and unavoidable first priority liens on
and security interests in the prepetition and post-petition
collateral. (ANC Rental Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADAIR INT'L: SCORE Gets SEC's Okay to Distribute Proxy Statement
----------------------------------------------------------------
Shareholders Committed to Restoring Equity, Group, Inc.
announced that the U.S. Securities and Exchange Commission has
issued approval for the SCORE Group to distribute its Proxy
Statement to Adair International Oil and Gas, Inc. (OTC Bulletin
Board AIGI.OB) shareholders.  AIGI shareholders will begin
receiving the SCORE Group Proxy Statement and a GOLD Proxy
ballot card in the mail within ten days.  N.S. Taylor &
Associates, Inc. a professional Proxy solicitation firm has been
engaged by the SCORE Group to assist in providing information
and answering AIGI shareholder questions.  AIGI shareholders
with questions should contact N.S. Taylor toll free at 1-888-
470- 3800.

Since August 2001, the SCORE Group has conducted an ongoing
investigation into the Corporation's stock price decline.  Among
the long list of activities that have occurred while the AIGI
Board of Directors has been solely comprised of John W. Adair,
Chairman and CEO, and Jalal Alghani, Vice Chairman, CFO and
Corporate Secretary, the issues presented below represent those
activities that the SCORE Group believes have most profoundly
affected AIGI shareholder interests:

     -- Issuing over 50,000,000 shares of AIGI's common stock to
        themselves and entities they control without first
        paying for those shares.  A majority of these shares
        have been subsequently sold to the investing public
        through two Canadian stockbrokers and are no longer
        controlled by Mr. Adair and Mr. Alghani.

     -- Issuing shares of the Corporation's common stock for
        cash, but keeping a substantial portion of the cash for
        their personal use.

     -- Forfeiting over $1,000,000 in annual revenue by losing
        the operatorship of the Yemen Block 20 project.

     -- Forcing the Corporation's financial condition to near
        bankruptcy.

     -- Losing over $187,000,000 in AIGI's shareholder equity
        while the share price dropped from $3.72 in January 2000
        to approximately $0.01 per share Tuesday.

The SCORE Group believes the above issues are a direct result of
the lack of independent oversight by the AIGI Board of
Directors.  It is important that AIGI shareholders vote their
shares at the AIGI 2001 AGM to elect the SCORE Group Nominees to
the AIGI Board of Directors so we can return good corporate
governance to this Corporation!

The SCORE Group, Inc. is a Texas non-profit corporation,
organized by concerned AIGI shareholders that are calling for
the election of a new AIGI Board of Directors to restore
financial responsibility, install good corporate governance and
implement new business strategies for the Corporation.  The
SCORE Group is seeking shareholder Proxies to elect the SCORE
Group Nominees to the AIGI Board of Director at the AIGI 2001
AGM scheduled for Monday, July 15, 2002 to be held at 9 am local
time in the Chase Center Auditorium, 601 Travis, Houston, Texas
77002.

AIGI shareholders with Internet access should refer to the SCORE
Group Web site http://www.TruthAboutAIGI.comto receive more  
information.  AIGI shareholders without Internet access should
call N.S. Taylor & Associates toll free at: 1-866-470-3800 to
receive more information.


ADELPHIA BUSINESS: UST Amends Creditors' Committee Appointments
---------------------------------------------------------------
The United States Trustee for Region II amends the list of  
appointments to the Adelphia Business Solutions, Inc.'s Official
Committee of Unsecured Creditors for a second time by removing
The Bank of New York from the Committee and reinstating Fidelity
Management & Research Co.  The U.S. Trustee also expanded the
Committee to six members by adding HSBC Bank USA.  The ABIZ
Creditors' Committee now consists of:

     A. Bell South Corporation
        1155 Peachtree St., Suite 1929, Atlanta, GA 30309-3610
        Attn: Bradley O. Greene, Exec. Dir. - Corp. Development
        Phone: (404) 249-4506     Fax: {404} 249-4740

     B. Fidelity Management & Research Co.
        82 Devonshire St., E20E, Boston, MA 02109
        Attn: Nate VanDuzer
        Phone: (617) 392-8129     Fax: (617) 476-5174

     C. HSBC Bank USA
        452 Fifth Ave., New York, New York 10018
        Attn: Issuer Services

     D. Bank of America
        901 Main St., Dallas, Texas 75202
        Attn: Robin Phelan
        Phone: (214) 209-0966     Fax: (214) 290-9490

     E. Fujitsu Network Communications Inc.
        2801 Telecom Parkway, Richardson, TX 75082
        Attn: Charles R. Owen, Assistant General Counsel
        Phone: (972) 479-3713     Fax: (972) 479-2992

     F. Wilmington Trust Co.
        Rodny Square North, 1100 Malat St., Wilmington, DE 19801
        Attn: Michael Diaz
        Phone: (302) 656-8326     Fax: (302) 636-4140
        (Adelphia Bankruptcy News, Issue No. 7; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


ADVANCED COMMS: March 31 Balance Sheet Upside-Down by $3 Million
----------------------------------------------------------------
Advanced Communications Technologies, Inc. was formed on April
30, 1998 and was inactive from its date of formation until April
1999 when it acquired all of the issued and outstanding stock of
Media Forum International, Inc. in a reverse merger. The merger
was treated as an acquisition of all of  the assets of MFI and
as a recapitalization of the Company.  In July 1999, the Company
formed  Advanced Global Communications, Inc. as a wholly owned
subsidiary to conduct its international  telephone network
distribution business. On January 31, 2000, the Company acquired
all of the then   issued and outstanding shares of
SmartInvestment.com, Inc. an inactive reporting company, for
200,000 shares of restricted common stock. The Company elected
successor issuer status to become a fully  reporting company.  
The Company treated the purchase as a recapitalization, and has
not recorded  any goodwill associated with the acquisition.  On
April 5, 2000, the Company acquired a 20% equity  ownership
interest in Advanced Communications Technology (Australia) Pty
Ltd, an unconsolidated  affiliated entity. The Company accounts
for its investment in ACT-AU under the equity method of  
accounting.  On July 5, 2000, the Company entered into a License
and Distribution Agreement with Advanced Communications
Technologies (Australia) Pty  td. under which the Company has
the exclusive  rights to market and distribute the SpectruCell
technology in North, South and Central America.  The License and
Distribution Agreement is effective for an indefinite period.
The parties to this License and Distribution Agreement are
currently involved in litigation in connection with this
agreement.  In July 2000, the Company formed Australon USA,
Inc.,  a  Delaware corporation owned 50% by the Company and 50%
by Australon Enterprises Pty., Ltd., a publicly traded company
listed on the Australian Stock Exchange and a 66% owned
subsidiary of ACT-AU.  In November 2000, the Company formed
Advanced Network Technologies (USA), Inc., a Delaware
corporation owned 70% by the Company and 30% by ACT-AU. Both
Australon and ANT are inactive.

The Company is a holding company, whose primary activity is the
investment in companies involved in the wireless telecom
industry.  The Company expects to generate revenue from
marketing and distribution of their wireless communication
network products through licensing agreements with network
providers.

Advanced Communications Technologies' net loss of $1,973,621 for
the nine months ended March 31, 2002, working capital deficiency
of $2,954,729 and stockholders' deficiency of $2,931,136, raise  
substantial doubt about its ability to continue as a going
concern.  The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise
additional capital and implement its business plan. Management
anticipates that the issuance of securities will generate
sufficient resources for the continuation of the Company's
operations.

For comparison, the Company's working capital deficiency was
$2,954,729 and $2,950,011 respectively, for the nine month
periods ended March 31, 2002 and March 31, 2001.

Effective April 30, 2002, Mr. Gary Ivaska resigned as the
Company's Chief Executive Officer.  The Company and Mr. Ivaska
have settled all outstanding amounts otherwise due him for his
prior services.  Under the terms of the Ivaska Agreement, the
Company is obligated to pay Mr. Ivaska  $40,000 at the rate of
$10,000 per month for four months commencing on May 31, 2002.

On May 2, 2002, the Company's Board of Directors voted to
appoint Mr. Wayne Danson, currently the Company's Vice President
and Chief Financial Officer to assume the role of the Company's
President.

The Company is not currently generating any revenue.  Revenue
for the nine months ended March 31,  2001 was $50,000 and was
realized entirely from the Company's subsidiary's then
operational U.S.-Pakistan international telephone distribution
network. Costs continue with cost of sales attributable to
telephone network revenue at $57,310 for the nine months ended
March 31, 2001. Operating expenses, net of stock-based
compensation charges of $81,010 for the nine months ended March
31, 2002, were  $1,626,988 and represent a $806,050 decrease, or
33%, in operating costs net of stock-based compensation charges
of $176,120 for the comparable nine month period ended March 31,
2001.

Interest expense incurred for the nine months ended March 31,
2002 was $265,623.  Included in total  interest expense is
$250,000 interest attributable to the intrinsic value of the
beneficial conversion feature included in the convertible
debentures issued to Cornell Capital Partners, L.P. and other
investors.  There was no interest expense incurred for the
comparative nine months ended March 31, 2001.


AGERE SYSTEMS: Offering $380MM in Convertible Subordinated Notes
----------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) has filed an amended
registration statement and is offering $380 million of
convertible subordinated notes due 2009.  Holders will be able
to convert their notes into shares of Class A common stock at a
conversion price to be determined.  The Company expects to use
the proceeds to repay a portion of its outstanding short-term
debt under its credit facility and for general corporate
purposes.  JPMorgan and Salomon Smith Barney are the joint book-
running managers for the offering.

The Company will also grant the underwriters an option to
purchase up to an additional $38 million of convertible notes to
cover over-allotments, if any.

A registration statement relating to the convertible notes has
been filed with the Securities and Exchange Commission but has
not yet become effective. The convertible notes may not be sold,
nor may offers to buy be accepted, prior to the time the
registration statement becomes effective.  This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the convertible
notes in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state.

The offering will be made only by means of a prospectus.  A
preliminary prospectus related to the convertible notes may be
obtained from JPMorgan, Prospectus Department, 277 Park Avenue,
New York, NY 10172, (telephone: 212-622-5219), or from Salomon
Smith Barney, Brooklyn Army Terminal, 140 58th Street, 8th
Floor, Brooklyn, NY 11220 (telephone: 718-765-6733).

Agere Systems is the world's leading provider of communications
components. The company delivers integrated circuits, optical
components and subsystems that access, move and store network
information.  Agere's integrated solutions form the building
blocks for advanced wired, wireless and optical communications
networks.  The company is a leader in providing integrated Wi-Fi
solutions for PC manufacturers, as well as in storage solutions
with its read-channel chips, preamplifiers and system-on-a-chip
solutions. More information about Agere Systems is available
from its Web site at http://www.agere.com  

As reported in the June 04, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a 'B' rating to Agere
Systems Proposed $220 million Convertible Notes.


ARMSTRONG: Court Approves Proposed Claims Settlement Protocol
-------------------------------------------------------------
Judge Newsome authorized Armstrong Holdings, Inc., and its
debtor-affiliates to establish a procedure to settle claims
against the Debtors' estates, as well as claims asserted by the
Debtors themselves.  The Debtors proposed to settle these claims
in a manner substantially consistent with their prepetition
practices in settling such claims and without the need for
obtaining Court approval of certain settlements on a case-by-
case basis.

               The Debtors' Prepetition Procedures
                        For Settlement

Prior to the Petition Date, in the ordinary course of their
business, the Debtors' management team, with the assistance of
outside counsel, would investigate, evaluate and attempt to
resolve claims or potential causes of action asserted by or
against them.  Depending upon the specific facts and the risks
involved in engaging in litigation with respect to these claims,
the Debtors, in the exercise of their business judgment, would
make appropriate offers to settle such claims.

During the course of these chapter 11 cases, the Debtors will be
required to liquidate the numerous claims that have been filed.
In addition, the Debtors may assert various claims for recovery
against other parties. In many cases, engaging in litigation
over disputed claims will require the Debtors to expend
significant funds. When the Debtors, consistent with their
prepetition practices, evaluate the probabilities of success in
challenging or asserting such claims against the potential cost,
they may decide, in the exercise of their reasonable business
judgment, that a compromise and settlement of certain claims is
appropriate. Absent the relief requested in this Motion, the
Debtors would be required to seek specific Court approval for
each individual compromise and settlement into which they wish
to enter. Given the number of claims that the Debtors believe
can be settled for relatively moderate amounts, as well as the
active participation of the Committees in these cases, holding
individual hearings, filing individual pleadings with respect to
each proposed settlement, and sending notice of each compromise
and settlement to every one of the almost 200 creditors and
interested parties entitled to receive notice in these cases
pursuant to this Court's order establishing certain notice
procedures dated January 29, 2001, would be an expensive,
cumbersome and highly inefficient way to resolve many of the
disputed claims.

             Asbestos Personal Injury Claims Against
                  Debtors and Insiders Included

Accordingly, this Motion sets forth various guidelines and
procedures the Debtors proposed to implement with respect to the
compromise and settlement of disputed claims asserted both by
and against the Debtors, other than claims against AWI, whether
in the nature of or sounding in tort, contract, warranty or any
other theory of law, equity or admiralty for, relating to, or
arising by reason of, directly or indirectly, physical,
emotional or other personal injuries caused or allegedly caused,
directly or indirectly, by exposure to asbestos or asbestos-
containing products and arising or allegedly arising, directly
or indirectly, from acts or omissions of any of the Debtors and
claims asserted by or against any of the Debtors' "insiders"
against any of the Debtors. The Debtors believe that it would be
far more efficient and cost effective for their estates and
creditors if they were authorized to settle claims under the
terms and conditions outlined in this Motion. If the Debtors are
so authorized, their estates will be spared the expense, delay
and uncertainty that otherwise would be associated with
resolving such claims.

              Settlement of Employee Litigation Claims

In the past, claims have been asserted against the Debtors'
estates by current or former employees for alleged wrongful
termination or other contractual, statutory and tort-based
employment claims allegedly occurring prior to the Petition
Date.  The Employee Litigation Claims do not include claims for
workers' compensation or for employee or retiree benefits.  
Several of the Employee Litigation Claims had progressed to the
point of actual lawsuits against one or more of the Debtors as
of the Petition Date.  The balance of the Employee Litigation
Claims consist primarily of demand letter sent to one or more of
the Debtors and/or charges of discrimination filed with the
Equal Employment Opportunity Commission or similar state
agencies prior to the Petition Date which could escalate into
full-scale civil lawsuits if they are not resolved, and claims
or grievances for alleged violations of collective bargaining
agreements between AWQI and the unions that represent its
employees, which are subject to arbitration proceedings if not
settled or resolved through internal procedures.

The Debtors cannot predict with any degree of certainty their
potential liability with respect to many of the Employee
Litigation Claims.  The standards for determining liability and
awarding damages in connection with discrimination actions are,
to a large degree, subjective. Moreover, plaintiffs often allege
special damages in connection with Employee Litigation Claims.

               Administrative Expenses Necessary to
                   Litigate Prepetition Claims

The Debtors would likely be required to incur substantial legal
expenses in defending the Employee Litigation Claims.  Legal
fees and expenses can exceed $100,000 for the defense of a
single claim and hundreds of thousands of dollars for the
defense of all such claims in the aggregate.  Any legal fees and
expenses incurred after the Petition Date would constitute
administrative expenses of the Debtors' estates, notwithstanding
that the Employee Litigation Claims themselves would constitute
prepetition claims.

Based upon the Debtors' historical experience in dealing with
such claims, the Debtors believe they could settle the
substantial majority of the Employee Litigation Claims for cash
payments of significantly less than $25,000 each. Given the
considerable potential liability faced by the Debtors with
respect to the Employee Litigation Claims, as well as the
substantial legal fees they would incur in litigating such
actions, the Debtors seek authorization to settle such Employee
Litigation Claims under terms and conditions which include
permitting settlement of Employee Litigation Claims for cash
payments:

       a.  $25K Cash or $50K Claim:

Without further order of the Court or notice to or approval of
the Committees, the Debtors may enter into a compromise and
settlement of any Employee Litigation Claim, whether or not a
law suit had been commenced prior to the Petition Date, for a
cash payment not to exceed $25,000 per claimant or an allowed
prepetition, unsecured claim not to exceed $50,000 per claimant.

       b.  $25K Plus, But Less Than $74K Cash or $50 Plus But
Less Than $100K Claim:

For settlements of Employee Litigation Claims where:

             (1) the proposed cash payment per claimant is
greater than $25,000 but less than $75,000, or

             (2) the proposed allowed, unsecured, prepetition
claim is greater than $50,000 but less than $150,000, the
Debtors will submit the proposed settlement to the Committees
together with:

                   (i) the name of the other party to the
settlement,

                   (ii) a summary of the dispute with such other
party, including a statement of the settlement amount and the
basis for the controversy,

                   (iii) an explanation of why the settlement of
such Employee Litigation Claim is favorable to the Debtors,
their estates, and their creditors, and

                   (iv) a copy of any proposed settlement
agreement. The Committees will be required to submit any
objections to a proposed settlement reflected on an Employee
Litigation Settlement Summary on or before ten business days
after service of the Employee Litigation Settlement Summary. In
the event that one or more of the Committees objects to the
settlement set forth in the Employee Litigation Settlement
Summary, the Debtors may:

                         (1) seek to renegotiate the proposed
settlement and may submit a revised Employee Litigation
Settlement Summary in that connection, or

                         (2) file a motion with the Court
seeking approval of the proposed settlement.

If the Committees do not timely object to the proposed
settlement, then the Debtors will be deemed, without further
order of the Court, to be authorized by the Court to enter into
an agreement to settle the Employee Litigation Claim at issue as
provided in the Employee Litigation Settlement Summary
previously submitted to the Committees.

       c.  For any other settlement of an Employee Litigation
Claim, the Debtors will be required to file a motion with the
Court requesting approval of the compromise and settlement under
Bankruptcy Rule 9019.

                   Settlement of Tax Claims

The Debtors file over 2000 tax returns a year with various
federal, state, county, and city taxing authorities. Due to the
size of the Company, the Debtors are required to make estimated
tax payments at the federal, state and local level no less than
four times a year to each of the taxing authorities. From time
to time, the Debtors may miscalculate their tax liability for a
particular period resulting in either an underpayment or
overpayment of the Debtors' tax obligations and/or interest
payments. Other times, the Debtors and a taxing authority may
have a dispute regarding whether, or the extent to which, a tax
is payable by the Debtors. Often, in order to challenge a taxing
authority's determination, the Debtors must pay the disputed tax
and then request a refund. In either case, the Debtors
eventually assert a claim with the relevant taxing authority for
a refund of the overpayment.

Furthermore, the taxing authorities audit certain of the
Debtors' tax returns on either a yearly basis in the case of the
Debtors' state and local tax returns, or once every three years
in the case of the Debtors' federal tax returns filed with the
Internal Revenue Service. The taxing authorities use such audits
to determine whether the Debtors are liable for any additional
tax payments, taking into account all estimated prepayments, and
to assess each of the Debtors for any due but unpaid portion of
such taxes.

As of the Petition Date, the Debtors had thirty-three Tax Claims
pending in twenty-one different jurisdictions. These Tax Claims
consist of approximately seven Tax Assessment Claims and twenty-
six Tax Refund Claims. Furthermore, the Debtors anticipate that
they may assert a number of additional Tax Refund Claims during
the course of these chapter 11 cases on account of the
overpayment of prepetition tax obligations, while certain of the
taxing authorities may assert new Tax Assessment Claims as they
complete their audits of the Debtors' numerous tax returns.

In many cases, a Debtor will assert a Tax Refund Claim against a
taxing authority that has or will assert a Tax Assessment Claim
against the Debtor resulting, to a certain extent, in
potentially offsetting claims.

                   The Tax Assessment Claims

The Debtors also obtained Court authority to resolve Tax
Assessment Claims through a three-tier claim settlement analysis
based on the proposed settlement amount for the Tax Assessment
Claim.

        a.  State or Local Taxing Authority.

With respect to Tax Assessment Claims involving a Debtor and any
state or local taxing authority:

             (1) $500,000 or Less.  The Debtors shall be
authorized to settle any and all Tax Assessment Claims, without
prior approval of the Court or any other party in interest,
whenever the Tax Assessment Settlement Amount is less than or
equal to $500,000.

              (2) $500,001 Plus But Less Than $4 Million.  With
respect to Tax Assessment Claims where the Tax Assessment
Settlement Amount is greater than $500,000, but less than
$4,000,000, the Debtors will submit the proposed compromise and
settlement to the Committees together with:

                    (i) the name of the taxing authority,

                    (ii) a summary of the dispute with the
taxing authority, including the basis for the controversy, and

                    (iii) an explanation of why the settlement
of such Tax Claim is favorable to the Debtors, their estates,
and their creditors.

The Committees will be required to submit any objections to the
Tax Assessment Settlement Amount on or before ten business days
after service of such Tax Assessment Settlement Summary. In the
event that one or more of the Committees objects to the
settlement set forth in the Tax Assessment Settlement Summary,
the Debtors may:

             (i) seek to renegotiate the proposed settlement and
will submit a revised Tax Assessment Settlement Summary in
connection therewith, or

             (ii) file a motion with the Court seeking approval
of the proposed settlement of the Tax Assessment Claim. If the
Committees do not timely object to the proposed settlement, then
the Debtors may enter into an agreement to settle the Tax
Assessment Claim at issue for the settlement amount previously
submitted to the Committees in the Tax Assessment Settlement
Summary.

For any other settlement of a Tax Assessment Claim, the Debtors
will be required to file a motion with the Court requesting
approval of the compromise and settlement under Bankruptcy Rule
9019.

             b.  IRS.  With respect to Tax Assessment Claims
involving a Debtor and the I.R.S.:

                   (1) The Debtors shall be authorized to settle
any and all Tax Assessment Claims for each three-year audit
period without prior approval of the Court or any other party in
interest, whenever the aggregate Tax Assessment Settlement
Amount for such Tax Assessment Claims is less than or equal to
$5,000,000.

                   (2) With respect to Tax Assessment Claims for
each three-year audit period where the aggregate Tax Assessment
Settlement Amount for the Tax Assessment Claims is greater than
$5,000,000, but less than $20,000,000, the Debtors will submit
the proposed compromise and settlement to the Committees
together with the Tax Assessment Settlement Summary as described
in subparagraph (a) above.

The Committees will be required to submit any objections to the
Tax Assessment Settlement Amount on or before ten business days
after service of such Tax Assessment Settlement Summary. In the
event that one or more of the Committees objects to the
settlement set forth in the Tax Assessment Settlement Summary,
the Debtors may:

             (i) seek to renegotiate the proposed settlement and
will submit a revised Tax Assessment Settlement Summary in
connection therewith, or

             (ii) file a motion with the Court seeking approval
of the proposed settlement of the Tax Assessment Claim. If the
Committees do not timely object to the proposed settlement, then
the Debtors may enter into an agreement to settle the Tax
Assessment Claim at issue for the settlement amount previously
submitted to the Committees in the Tax Assessment Settlement
Summary.

            (iii) For any other settlement of a Tax Assessment
Claim, the Debtors will be required to file a motion with the
Court requesting approval of the compromise and settlement under
Bankruptcy Rule 9019.

                    The Tax Refund Claims

With respect to the Tax Refund Claims, such claims represent
assets of the Debtors' estates, and allowing the Debtors to
recover the Tax Refund Claims as efficiently and expediently as
possible is in the best interests of the Debtors, their estates,
and their creditors. Furthermore, upon the commencement of their
chapter 11 cases, the Debtors were charged with a fiduciary duty
to their creditors and their equity holders. As such, the
Debtors are obligated to seek to recover any and all assets that
they believe rightfully belong to the chapter 11 estates.  
Because the Debtors owe a fiduciary duty to creditors and equity
holders, they will seek to settle the Tax Refund Claims at fair
and reasonable amounts in accordance with their business
judgment.

Accordingly, by this Motion, the Debtors are seeking authority
to resolve Tax Refund Claims pursuant to a three-tier claim
settlement analysis based on the difference between (i) the
proposed settlement amount for such Tax Refund Claim, and (ii)
the amount of the Tax Refund Claim sought to be recovered by
such Debtor.  Under this tier method, the difference between the
Tax Refund Amount and the Tax Refund Settlement Amount will be
referred to as the "Tax Refund Documented Difference" and will
determine the level of approval required for a proposed
settlement.

The Debtors will implement the following settlement procedures
for Tax Refund Claims:

       a.  With respect to Tax Refund Claims involving a Debtor
and any state or local taxing authority:

             (1) Less Than $500,000.  The Debtors shall be
authorized to settle any and all Tax Refund Claims without prior
approval of the Court or any other party in interest, whenever
the Tax Refund Documented Difference for such Tax Refund Claim
is less than $500,000.

             (2) $500K to $2M.  With respect to Tax Refund
Claims where the Tax Refund Documented Difference is greater
than $500,000, but less than $2,000,000, the Debtors will submit
the proposed compromise and settlement to the Committees
together with:

                     (1) the name of the taxing authority,

                     (2) a summary of the dispute with the
taxing authority, including the basis for the controversy, and

                     (3) an explanation of why the settlement of
such Tax Refund Claim is favorable to the Debtors, their
estates, and their creditors.

The Committees will be required to submit any objections to the
Tax Refund Settlement Amount on or before ten business days
after service of the Tax Refund Settlement Summary. In the event
that one or more of the Committees objects to the settlement set
forth in the Tax Assessment Settlement Summary, the Debtors may:

             (i) seek to renegotiate the proposed settlement and
will submit a revised Tax Assessment Settlement Summary in
connection therewith, or

             (ii) file a motion with the Court seeking approval
of the proposed settlement of the Tax Assessment Claim.

If the Committees do not timely object to the proposed
settlement, then the Debtors may enter into an agreement to
settle the Tax Refund Claim at issue for the settlement amount
previously submitted to the Committees in the Tax Refund
Settlement Summary.

             (iii) For any other settlement of a Tax Refund
Claim, the Debtors will be required to file a motion with the
Court requesting approval of the compromise and settlement under
Bankruptcy Rule 9019.

       b.  With respect to Tax Refund Claims involving a Debtor
and the I.R.S.:

             (1) Less Than $5M.  The Debtors shall be authorized
to settle any and all Tax Refund Claims for each three-year
audit period without prior approval of the Court or any other
party in interest whenever the aggregate Tax Refund Documented
Difference for such Tax Refund Claim is less than $5,000,000.

             (2) $5M Plus But Less Than $10M.  With respect to
Tax Refund Claims for each three-year audit period where the
aggregate Tax Refund Documented Difference for such Tax Refund
Claims is greater than $5,000,000, but less than $10,000,000,
the Debtors will submit the proposed compromise and settlement
to the Committees together with the Tax Refund Settlement
Summary as described in subparagraph (a) above. The Committees
will be required to submit any objections to the Tax Refund
Settlement Amount on or before ten business days after service
of such Tax Refund Settlement Summary. In the event that one or
more of the Committees objects to the settlement set forth in
the Tax Refund Settlement Summary, the Debtors may:

                   (i) seek to renegotiate the proposed
settlement and will submit a revised Tax Refund Settlement
Summary in connection therewith, or

                   (ii) file a motion with the Court seeking
approval of the proposed settlement of the Tax Refund Claims.

If the Committees do not timely object to the proposed
settlement, then the Debtors may enter into an agreement to
settle the Tax Refund Claims at issue for the settlement amount
previously submitted to the Committees in the Tax Refund
Settlement Summary.

                   (iii) All Other Settlements.  For any other
settlement of Tax Refund Claims involving a Debtor and the
I.R.S. for each three-year audit period, the Debtors will be
required to file a motion with the Court requesting approval of
the compromise and settlement under Bankruptcy Rule 9019.

                       Remaining Claims
          (Other than Asbestos Personal Injury Claims)

With respect to all other types of Claims (i) asserted against
the Debtors' estates (other than Employee Litigation Claims, Tax
Assessment Claims, Insider Claims and Asbestos Personal Injury
Claims) or (ii) asserted by the Debtors against other parties
(other than Tax Refund Claims and Insider Claims) the Debtors
are seeking to implement a three tier claim settlement analysis
based on the difference between (i) the amount of the General
Claim as scheduled on the Debtors' Schedules or, with respect to
General Claims asserted by a Debtor, the amount sought to be
recovered by such Debtor and (ii) the proposed amount of the
allowed general unsecured claim for which the Debtors are
seeking to settle such General Claim.  Under this method, for
claims asserted by a Debtor the difference between the Debtor's
Amount and the Settlement Amount will be referred to as the
"Documented Difference."

For claims asserted against a Debtor, the "Documented
Difference" will be the difference between the Settlement Amount
and the Debtor's Amount. In each case, the Documented Difference
will determine the level of approval required for a proposed
settlement. The Debtors are seeking to implement the following
settlement procedures for General Claims:

      a.  With respect to claims asserted by the Debtors:

             (1) Less Than $1M.  The Debtors will be authorized
to settle any and all General Claims asserted by the Debtors
without prior approval of the Court or any other party in
interest whenever the Documented Difference is less than
$1,000,000.

             (2) $1M Plus But Less Than $5M.  With respect to
General Claims asserted by the Debtors where the Documented
Difference is greater than or equal to $1,000,000 but less than
$5,000,000, the Debtors will submit the Settlement Amount to the
Committees together with:

                    (i) the name of the party to the settlement,

                    (ii) a summary of the dispute with the other
party, including the basis for the controversy, and

                    (iii) an explanation of why the settlement
of such General Claim is favorable to the Debtors, their
estates, and their creditors.

The Committees will be required to submit any objections to the
General Settlement Amount on or before ten business days after
service of the General Settlement Summary. In the event that one
or more of the Committees objects to the settlement set forth in
the General Settlement Summary, the Debtors may:

                   (i) seek to renegotiate the proposed
settlement and will submit a revised General Settlement Summary
in connection therewith, or

                   (ii) file a motion with the Court seeking
approval of the proposed settlement of the General Claim. If the
Committees do not timely object to the proposed settlement, then
the Debtors may enter into an agreement to settle the General
Claim at issue for the settlement amount previously submitted to
the Committees in the General Settlement Summary.

For any other settlement of a General Claim, the Debtors will be
required to file a motion with the Court requesting approval of
the compromise and settlement under Bankruptcy Rule 9019.

             (3) $5M Plus.  For each General Claim asserted by
the Debtors where the Documented Difference is greater than or
equal to $5,000,000 the Debtors will be required to file a
motion with the Court requesting approval of the compromise and
settlement under Bankruptcy Rule 9019.

       b.  With respect to Claims asserted against the Debtors:

             (1) Less Than $100K.  The Debtors will be
authorized to settle any and all General Claims asserted against
the Debtors without prior approval of the Court or any other
party in interest whenever the Documented Difference is less
than $100,000.

             (2) $100K But Less Than $1M.  With respect to
General Claims asserted against the Debtors where the Documented
Difference is greater than or equal to $100,000 but less than
$1,O00,000, the Debtors will submit the Settlement Amount to the
Committees together with:

                    (i) the name of the other party to the
settlement,

                    (ii) a summary of the dispute with the other
party, including the basis for the controversy, and

                    (iii) an explanation of why the settlement
of such General Claim is favorable to the Debtors, their
estates, and their creditors.

The Committees will be required to submit any objections to the
General Settlement Amount on or before ten business days after
service of such General Settlement Summary. In the event that
one or more of the Committees objects to the settlement set
forth in the General Settlement Summary, the Debtors may:

                   (i) seek to renegotiate the proposed
settlement and will submit a revised General Settlement Summary
in that connection, or

                   (ii) file a motion with the Court seeking
approval of the proposed settlement of the General Claim. If the
Committees do not timely object to the proposed settlement, then
the Debtors may enter into an agreement to settle the General
Claim at issue for the settlement amount previously submitted to
the Committees in the General Settlement Summary.

For any other settlement of a General Claim, the Debtors will be
required to file a motion with the Court requesting approval of
the compromise and settlement under Bankruptcy Rule 9019.

             (3) $1M Plus.  For each General Claim asserted
against the Debtors where the Documented Difference is greater
than or equal to $1,000,000 the Debtors will be required to file
a motion with the Court requesting approval of the compromise
and settlement under Bankruptcy Rule 9019.

                         Insider Claims

For any compromise or settlement of Insider Claims, the Debtors
will be required to file a motion with the Court requesting
approval of such compromise and settlement under Bankruptcy Rule
9019.

With respect to claims asserted by the Debtors' former employees
under the Debtors' retirement benefit programs, the Documented
Difference for such Retiree Benefit Claims will be calculated on
an annualized basis, and not on the total value of any such
Retiree Benefit Claim based on the life expectancy of the
retiree or any other measure of time.

                      Notice of Settlements

As part of the procedures set forth herein, the Debtors will
file with the Court, on a quarterly basis beginning 90 days
after entry of an order granting the relief requested herein,
reports of all settlements of claims into which the Debtors have
entered during such quarter pursuant to the authority requested
in this Motion. Such reports will set forth the name of the
party with whom the Debtors have settled, the types of claims
asserted by or against such party, and the amounts for which
such claims have been settled. The Debtors will serve copies of
these reports on (i) the U.S. Trustee, (ii) the agent for AWI's
prepetition bank lenders, (iii) the agent for the Debtors'
postpetition bank lenders, and (iv) the attorneys for each of
the Committees.

The Debtors request that, pursuant to Bankruptcy Rule
2002(a)(3), Judge Newsome find that cause exists to limit notice
as described above of any settlements entered into under the
terms of this Motion. Limiting notice will enable the Debtors to
promptly and efficiently enter into the settlements contemplated
by this Motion.

         Decisions to Settle Are Within the Exercise
          of the Debtors' Sound Business Judgment

The Debtors are permitted to enter into certain compromises and
settlements without the approval of the Court, and, in some
cases, the Committees. Nevertheless, the Debtors will continue
to exercise their reasonable business judgment in negotiating
compromises and settlements and will continue to be guided by
the factors established by relevant case law regarding the
reasonableness of such settlements. These factors include:

       a.  the probability of success in the litigation;

       b.  the complexity, expense and likely duration of the
litigation;

       c.  all other factors relevant to making a full and fair
assessment of the wisdom of the proposed compromise; and

       d.  whether the proposed compromise is fair and equitable
to the Debtors, their creditors and other interested parties.

To minimize litigation and expedite the administration of a
bankruptcy estate, compromises are favored in bankruptcy.  The
relevant factor is whether the terms of the proposed compromise
fall within the reasonable range of litigation possibilities.  
Basic to the process of evaluating proposed settlements is the
need to compare the terms of the compromise with the likely
rewards of litigation.

With respect to any proposed settlement, the Debtors will
particularly focus on the merits of the underlying claims, the
risk to the Debtors if such claims were to go to trial, and the
expense the Debtors would likely incur in connection with
defending or prosecuting such claims. Accordingly, the Debtors
are confident that each proposed settlement will clearly meet
the applicable standards. (Armstrong Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


AUTOFUND SERVICING: Clyde Bailey Raises Going Concern Doubt
-----------------------------------------------------------
AutoFund Servicing, Inc. was incorporated in the State of Nevada
on March 7, 1997 under the name "Sphinx Industries, Inc.". On
July 7, 2000, the name was changed to AutoFund Servicing, Inc.
The Company is primarily a collection agency specializing in the
recovery of moneys from consumers who have defaulted on their
auto loans. After default has occurred against the original
lender, AutoFund purchases the account and attempts to collect
money due on the account.

Currently the Company manages loan portfolios that are
geographically diverse and as a consequence AutoFund is subject
to numerous State and Federal laws in each jurisdiction
including but not limited to: Federal Truth in Lending Act,
Federal Equal Opportunity Act, Federal Fair Debt Collection
Practices Act and the Federal Trade Commission Act. Other
requirements mandated by law are licensing, qualification and
regulation that govern maximum finance charges, collection and
recovery practices, selling and administration of ancillary
elective and lender-imposed insurance products, investigation,
skip tracing efforts and the location, recovery and disposal of
collateral automobiles through repossession and auction
procedures. The Company conducts training sessions every 90 days
with its collection staff focusing on state and federal laws
pertaining to allowable collection and recovery practices. It
also monitors collector/customer conversations on a daily basis
to insure compliance to state and federal requirements. In the
event of a new hire, the employee goes through the training
session as part of his/her first week orientation and then is
re-educated as part of the normal 90-day cycle. Modifications to
state and federal laws are incorporated into the training
sessions as received.

AutoFund provides third party collection and recovery services
to investors, auto loan companies, banks, buy-here-pay-here
companies and auto finance related companies who have bad debt
accounts. A "bad debt account", often referred to "deficiency";
or "charged-off"; debts, are debts which likely are not
collectible by normal methods. The accounts, for the most part,
have been written off by the owner of the debt, and the debt is
still owed by a customer whose vehicle may or may not have been
repossessed. Because the autos which secured the loans have
usually been repossessed, the bulk of the accounts are no longer
secured by the auto as collateral, and normal recovery efforts
are not effective. AutoFund also provides data warehousing
services for clients on a long-term agreement. It also intends
to purchase portfolios, at pennies on the dollar, from companies
that wish to liquidate certain delinquent accounts from their
portfolio.

In the Auditors Report for the period ended December 31, 2001,
Clyde Bailey, CPA, of San Antonio, Texas, the Company's
independent auditor states, "The Company has limited operations
currently and suffered recurring losses from operations that
raise substantial doubt about its ability to continue as a going
concern."

As of year end, the Company was in default of its rental
agreement and attempted re-negotiation of the lease was not
successful.  The Company moved out of the office in March 2002.
The Company has acquired new office facilities and indicates
that it plans to negotiate a settlement on the prior office
lease. The Company signed a new three year lease on 7,000 square
feet with monthly payment of $7,500 in March 2002.

For the year ended December 31, 2001 revenues were $2,013,774 as
compared to $2,274,855 for the prior year; total operating
expenses for the 2001 year were $2,170,583 as compared to
$2,039,567 for the prior year.  Net operating income was a loss
of $156,810 for the 2001 year, and income of $235,288 for the
year 2000.  The Company suffered a net loss for the period ended
December 31, 2001 of $138,361 as compared to a net gain of
$159,971 for the prior year.


BE INCORPORATED: Records About $5 Million Net Gain on Asset Sale
----------------------------------------------------------------
Be Incorporated was founded in 1990 and offered software
platforms designed for Internet appliances  and digital media
applications.

On August 16, 2001, the Board of Directors of the Company
unanimously adopted resolutions approving the sale substantially
all of the Company's intellectual property and other technology
assets to ECA Subsidiary Acquisition Corporation, a Delaware
corporation and an indirect wholly-owned subsidiary of Palm,
Inc., pursuant to an Asset Purchase Agreement dated August 16,
2001.  On October 9, 2001, the  Company filed a definitive proxy
statement soliciting stockholder approval for the Asset Sale and
the dissolution of the Company pursuant to a plan of
dissolution.  The Plan of Dissolution provides for the orderly
liquidation of Be's remaining assets, the winding-up of Be's
business and operations and the dissolution of the Company.  In
accordance with the terms of the Plan of Dissolution, Be will
pay, or provide for the payment of, all of its liabilities and
obligations following the approval of the Board to proceed with
the liquidation and dissolution of the Company.  If there are
any remaining assets after the payment, or the provision for
payment, of all of its liabilities and obligations,  Be will
then distribute such assets to its stockholders in one or more
distributions.

At a special meeting of stockholders held on November 12, 2001,
the stockholders of Be approved the Asset Sale and the Plan of
Dissolution.  The Asset Sale was completed on November 13, 2001.  
Under the terms of the Purchase Agreement, Be received an
aggregate of 4,104,478 shares of Palm common stock valued at
approximately $11,000,000 on the closing date of the
transaction.  On March 15, 2002, the Company filed a certificate
of dissolution with the Delaware Secretary of State in
accordance  with the plan of dissolution approved by
stockholders on November 12, 2001 and as set forth in the  
Definitive Proxy Statement filed on October 9, 2001.

The gain on the asset sale to Palm (in thousands) consists of:

     Total gross proceeds                            $11,000

     Severance agreements and bonuses                  3,100
     Bankers' fees                                     1,250
     Broker's fees                                       900
     Legal and accounting fees                           534
     Non-cash  expense related to stock bonuses          202
     Other expenses                                      131
                                                     -------  
     Net gain on asset sale                           $4,883


BETHLEHEM STEEL: Extends Information Technology Pact with EDS
-------------------------------------------------------------
Bethlehem Steel Corporation and Electronic Data Systems are
extending their information technology agreement. Under the
extended agreement, EDS will continue to provide all of
Bethlehem's information technology services until December 31,
2007.

The agreement covers services for data center management,
applications development and support, personal computers,
telecommunications and resources for Bethlehem's existing
process control activities.

"EDS has proven to be a world-class provider of innovative
technology solutions. The agreement will provide us the
necessary information technology support to maintain ongoing
operations and gives us the flexibility to pursue our
restructuring plan," said Robert S. Miller Jr., Bethlehem Steel
Corporation's chairman and chief executive officer.

"EDS is pleased to continue our successful ten year relationship
with Bethlehem Steel that leverages EDS' information technology
expertise and extensive manufacturing industry knowledge. The
Bethlehem Steel and EDS teams worked together to develop an
agreement that will support both current and future business
models," said Patricia Costa, President of EDS' U.S. Northeast
region for Operations Solutions.

Since the partnership began in 1993, Bethlehem has benefited
from lower IT costs, more reliable data center operations, and
keeping current with evolving hardware technology. Examples of
the successful partnership include a smooth y2k conversion, a
state-of-the-art fiber network at the operating units, and the
successful IT integration of Lukens Inc. as part of Bethlehem's
acquisition of that company in 1998.

Over the last several years, Bethlehem Steel has been recognized
as a leader in the use of information technology by Information
Week and Computerworld magazines in their annual rankings of IT
users nationwide. In May of 2000, Bethlehem received the
Computerworld Smithsonian Award in recognition of successful
integration of the information technology systems of Bethlehem
Steel Corporation and Lukens Inc. The Smithsonian Award was
established in 1988 to honor organizations and individuals whose
use of information technology produces positive social, economic
and educational change.

EDS, the leading global services company, provides strategy,
implementation, business transformation and operational
solutions for clients managing the business and technology
complexities of the digital economy. EDS brings together the
world's best technologies to address critical client business
imperatives. It helps clients eliminate boundaries, collaborate
in new ways, establish their customers' trust and continuously
seek improvement. EDS, with its management consulting
subsidiary, A.T. Kearney, serves the world's leading companies
and governments in 60 countries. EDS reported revenues of $21.5
billion in 2001. The company's stock is traded on the New York
Stock Exchange (NYSE:EDS) and the London Stock Exchange.

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


BIRMINGHAM STEEL: Seeks OK to Bring-In CIBC for Financial Advice
----------------------------------------------------------------
Birmingham Steel Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for
permission to hire CIBC World Markets as the Company's Financial
Advisor and Investment Bankers.

To fulfill their duties as debtors-in possession under the
Bankruptcy Code, the Debtors tell the Court that they will
require the assistance of a financial advisor and investment
banker.  The Debtors need valuation, advisory, and litigation
support services to analyze financial and restructuring
alternatives, to assist in the development and evaluation of
sale options and to assist in related negotiations.

The Debtors selected CIBC because it has considerable experience
in the steel industry, especially in the development of debt
restructuring plans and the valuation and marketing of
businesses.

CIBC has provided extensive investment banking and financial
advisory services to the Debtors' Board of Directors, a Special
Committee to the Board of Directors, and senior management for
some time, formally since January 2002. This engagement afforded
CIBC a familiarity with the Debtors, their business, operations
and financial affairs, and issues related to their
restructuring.

The Debtors add that CIBC has been instrumental in creating a
productive, open dialogue with secured lenders, unsecured
lenders, other stakeholders and their respective committees,
which culminated in the pre-negotiated plan of reorganization.

The professional services that CIBC will render include:

     a) defining strategic and financial objectives;

     b) identifying potential purchasers;

     c) reviewing and analyzing financial information;

     d) preparing marketing materials;

     e) contacting potential purchasers;

     f) negotiating confidentiality agreements;

     g) assisting in the preparation of a data room and
        coordinating plant and other due diligence visits;

     h) meeting and negotiating with various interested parties;

     i) communicating strategic options with various
        stakeholders and stakeholders' committees to ensure a
        competitive process is completed;

     j) reviewing and analyzing the various potential
        purchaser's indications of request;

     k) working with company and existing lenders to develop
        standalone restructuring alternatives;

     l) concurrently exploring various refinancing opportunities
        and concepts;

     m) assisting in negotiations of the financial term and
        structure of the various potential offers;

     n) assisting in the final negotiations of terms of the
        definitive agreement to complete the sale;

     o) working to obtain extension of debt maturities to allow
        the auction process to proceed unimpeded; and

     p) working with the company and the lenders to negotiate
        and craft the "pre-negotiated" plan of reorganization to
        be implemented before this Court.

An Engagement Letter put before the Bankruptcy Court provides
that:

     a) CIBC will receive a flat fee of $100,000,000 per month;

     b) CIBC will receive additional fees upon the completion of
        certain transactions, including;

          i) the greater of $5,000,000 or 1% of the purchase
             price associated with a successful Business
             Combination;

         ii) 1% of the purchase price associated with a Sales
             Transaction;

        iii) a fee in an amount customary for nationally-
             recognized investment banking firms for similar
             services in similar circumstances if the Debtors
             raise third party private equity;

         iv) a fee in an amount customary for nationally-
             recognized investment banking firms for similar
             services in similar circumstances if the Debtors
             receive an offer to purchase the Debtors'
             outstanding debt and debt securities, provided that
             CIBC will not receive such a fee where it is
             entitled to a fee associated with Business
             Combination.

Birmingham Steel Corporation manufacture and distribute steel.
Without limitation, the Debtors produce steel reinforcing bar
(rebar) for construction industry and merchant steel products
for fabricators and distributors across North America. The
Company filed for chapter 11 protection on June 3, 2002. James
L. Patton, Esq., Michael R. Nestor, Esq., Sharon M Zieg, Esq. at
Young Conaway Stargatt & Taylor, LLP and John Whittington, Esq.,
Patrick Darby, Esq., Lloyd C. Peeples III, Esq. at Bradley Arant
Rose & White LLP represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $487,485,834 in assets and $681,860,489 in
total debts.


BROADBAND WIRELESS: Plan Confirmation Hearing Set for July 31
-------------------------------------------------------------
Merit Studios, Inc. (Pink Sheets:MRIT) has sold a 60% equity
stake to two related parties. ACE Consultants and Entertainment
Direct.TV, Inc. will each hold a 30% position in Merit Studios
after the issuance of newly created shares from the expansion of
the authorized shares of Merit to 100 million.

Merit shareholders will receive stock in EDTV, which will be
convertible into the stock of BroadBand Wireless International
Corporation (OTCBB:BBAN). EDTV is currently in the process of
completing a reverse merger with BBAN that will give EDTV
majority interest in the resulting company. BBAN entered a
Chapter 11 bankruptcy proceeding on December 28, 2001, and
currently has a final plan confirmation date with the court on
July 31, 2002. At the completion of the release of bankruptcy
and the acquisition of EDTV, shareholders of Merit will be able
to convert their EDTV shares into BBAN shares.

EDTV and ACE will collaborate with Merit to complete full-scale
testing of the "Wormhole" technology. Once complete, EDTV will
bring the technology to market via a number of projected
channels.

Michael John, President of Merit, stated, "I am pleased to have
finally found a combination of both funding and the passion to
bring my vision to reality. The 'Wormhole' had progressed as far
as it could have without discovering a group with the energy
that exists with EDTV and ACE. I look forward to completing this
project and the revenue stream that will be created."

Entertainment Direct.TV, Inc. offers a comprehensive
communications and content service package through a marketing
strategy known as Extreme Niche Targeting. The service offering
will primarily consist of a combination of strategy, branding,
email, SMS (short messaging service), Internet service, Web site
design and database management. EDTV is positioned as a new
media direct marketing company that generates revenue from email
campaign management, eCommerce participation and advertiser
placements through multiple forms of media (Internet, magazines,
TV).

Merit Studios, Inc. is a development stage company. For more
information, visit Merit Studios Inc. online at
http://www.meritstudios.com Wormhole Technology has a Web site  
at http://www.wormholesoftware.com


BURNHAM PACIFIC: Will Pay Liquidating Distribution by June 27
-------------------------------------------------------------
Burnham Pacific Properties, Inc. (NYSE: BPP) will make a
liquidating distribution of $0.30 per share to its common
stockholders.  The distribution will be payable June 27, 2002 to
stockholders of record as of the close of business on June 19,
2002.

The New York Stock Exchange has informed Burnham that normal
"ex-dividend" procedures will not be followed and due bills will
be used.  As a result, a seller of Burnham's common stock on or
after June 17, 2002, (i.e., the second business day prior to the
record date) will be required to assign the right to the
liquidating distribution to the purchaser of such shares.  
Investors are encouraged to consult their brokers for more
information regarding these procedures.

Burnham has previously announced that, in accordance with its
Plan of Complete Liquidation and Dissolution, it intends to
enter into a liquidating trust agreement on June 28, 2002 for
the purpose of winding up Burnham's affairs and liquidating
Burnham's assets.  It is currently anticipated that, on June 28,
2002, Burnham will transfer its then remaining assets to (and
its then remaining liabilities will be assumed by) the trustees
of the BPP Liquidating Trust, and Burnham will be dissolved.  
June 27, 2002 will be the last day of trading of Burnham common
stock on the New York Stock Exchange, and Burnham's stock
transfer books will be closed as of the close of business on
such date.


CLIFTON MINING: CDNX Delists Shares Effective June 6, 2002
----------------------------------------------------------
On June 6, 2002, the CDNX announced that Clifton Mining has been
delisted from that exchange. In fact, Clifton Mining ceased
trading on the CDNX on June 22, 2001--nearly one year ago. Since
that time, Clifton has traded on the Pink Sheets under the
symbol CFTN. The average volume of past months has exceeded
200,000 shares per day, much more than 10 times its CDNX average
trading volume. The spread between "bid" and "ask" has often
been 1 cent, or even 1/2 cent, far less than on the CDNX. And
the stock price has better than doubled. In short, the Pink
Sheets have provided far greater liquidity to our shareholders
than the CDNX.

For that reason, when the CDNX requested that Clifton Mining pay
a listing fee of thousands of dollars just to remain in the
state of suspended-from-trading-on-the-CDNX, management felt
this was not a wise use of shareholder assets and declined to
make the payment. Consequently, the CDNX just announced the
delisting of Clifton Mining. Kenneth Friedman, President of
Clifton Mining, in assessing the impact of the delisting on the
stock and the company, said: "It appears that not trading on the
CDNX for the past year has had negligible impact on either the
price or the liquidity of our stock. We expect the delisting to
have similar negligible impact"

Clifton Mining trades on the U.S. OTC under the symbol CFTN.


COMDISCO: Asks Court to Approve CLIX Asset Purchase Agreement
-------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
authority to approve the proposed Asset Purchase Agreement with
CLIX Network, Inc. for the foreclosed assets.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, provides the salient terms of the
Agreement:

   -- at closing, the Debtors will sell, assign and transfer to
      CLIX, and CLIX agrees to purchase and acquire all of the
      Debtors' right, title and interest to the assets, free and
      clear of all mortgages, liens, security interests, claims,
      charges, pledges, rights, restrictions and encumbrances.

   -- CLIX will not assume any of the Debtors' liabilities with
      respect to the assets.

   -- the closing of the transactions will take place at the
      offices of Skadden, Arps, Slate, Meagher & Flom, at One
      Rodney Square, Wilmington, Delaware.  If the Closing Date
      does not occur on or before August 15, 2002, this
      Agreement and all rights and obligations of the parties
      will terminate and be of no effect except to the extent
      that the failure to close was due to breach of this
      Agreement by either of the parties.

   -- at the closing, against delivery of appropriate
      instruments of sale, transfer, conveyance and assignment
      of the assets, CLIX shall deliver to the Debtors the
      Purchase Price as:

      (a) $1,980,000 by wire transfers of immediately available
          U.S. funds to an account, which the Debtors will
          designate, 48 hours prior to the closing;

      (b) $500,000 in the form of three-year subordinated,
          secured promissory note; and

      (c) warrants exercisable for $500,000 of capital stock of
          CLIX.

   -- both parties will bear their own expenses in connection
      with the preparation, execution, delivery and performance
      of this Agreement.

   -- both parties will share equally any state or local tax
      payable in connection with the sale of the assets.  Any
      taxes arising post-closing as a result of actions of CLIX
      will be their responsibility.

   -- at the closing, the parties will execute and deliver:

        (a) a bill of sale and assignment;

        (b) assignment of patents;

        (c) assignment of trademarks;

        (d) assignment of copyrights;

        (e) U.S. Patent & Trademark Office Assignment form
            evidencing the Debtors' security interest in the
            assets; and

        (f) an officer's certificate of both parties.

   -- at closing, the Debtors authorizes CLIX to take any
      actions necessary to carry out the intended transfer of
      the assets. (Comdisco Bankruptcy News, Issue No. 29;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CONSECO INC: Annual Meeting Available via Webcast Today
-------------------------------------------------------
The Conseco, Inc. (NYSE: CNC) annual meeting of shareholders
will be available via an internet webcast. The meeting will
begin at 12 noon eastern daylight time (11 a.m. Indianapolis
time).  Listeners should go to the web site at least 15 minutes
before the event to register and/or to download and install any
necessary audio software.

The web address for the webcast is:

     http://www.conseco.com/csp/webcast/default.htm  

This meeting is being webcast by CCBN and can be accessed
through the investor relations section of the Conseco web site
at http://www.conseco.com  

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network such as America Online's Personal Finance
Channel, Fidelity Investments(R) (Fidelity.com) and others.
Institutional investors can access the call via CCBN's password
protected event management site, StreetEvents --
http://www.streetevents.com StreetEvents allows institutional  
investors to identify, organize, and track the hundreds of
conference calls that occur each day during earnings season, to
download events of interest to their Outlook calendar, and to
RSVP to events online.

With $93.1 billion in total managed assets, Conseco, Inc.
(NYSE:CNC) is a market leader in insurance, investment and
lending products for middle-America. Conseco is helping 13
million customers step up to a better, more secure future.

DebtTraders reports that Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are quoted at a price of 38. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


COVANTA ENERGY: Gets Approval to Hire Leboeuf as Special Counsel
----------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
Court authorization to employ and retain LeBoeuf, Lamb, Greene &
MacRae LLP, as special counsel in their Chapter 11 cases.

The Debtors propose to retain and employ LeBoeuf, pursuant to
Section 327(e) of the Bankruptcy Code, as their special counsel
to consult on federal and state regulatory and corporate matters
that may arise during these proceedings.

The Debtors understand that LeBoeuf intends to apply to the
Court for allowance of compensation and reimbursement of
expenses in accordance with applicable costs incurred by the
firm. LeBoeuf's hourly rates, subject to periodic adjustments to
reflect economic and other conditions, are:

         Partners              $275 -$690
         Of Counsel            $345 -$730
         Counsel/Associates    $220 -$450
         Law Clerks            $150 -$250
         Paralegals            $125 - 260

In connection with the reimbursement of actual, necessary
expenses, the Debtors have been informed that the firm will
charge for expenses incurred in connection with the clients'
cases. The expenses charged to LeBoeuf's clients include, among
other things, telephone and copier charges, mail and express
mail charges, special or hand delivery charges, document
processing charges, photocopying charges, travel expenses,
expenses for "working meals," computerized research,
transcription costs, as well as non-ordinary overhead expenses
such as secretarial overtime. (Covanta Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


EMAC TRUST: Fitch Downgrades Several Franchise Transactions
-----------------------------------------------------------
(This is an amended version of a news release dated May 23,
2002, containing revised rating information on classes D & E for
EMAC Owner Trust 1999-1)

Fitch Ratings downgrades EMAC Owner Trust 1998-1 class A-1, A-2
and IO to 'BBB' from 'A', class B to 'BB' from 'BBB', class C to
'B' from 'BB', class D to 'CCC' from 'B', class E to 'D' from
'CCC' and the participating interests to 'D' from 'C'. Further,
classes A, B, C and D will remain on Rating Watch Negative. The
downgrade is a result of continued poor performance of the pool
as the deal currently has approximately $100 million in impaired
assets. Of additional concern, is the over $10 million in
outstanding P&I advances which could, at the discretion of the
servicer, result in future liquidity issues for the trust.

Fitch downgrades EMAC Owner Trust 1999-1 class A-1, A-2 and IO
to 'BB' from 'A', class B to 'B' from 'BBB-', class C to 'CCC'
from 'BB-', class D to 'CC' from 'B+', class E to 'DDD' from 'B-
', class F to 'D' from 'CC' and class G to 'D' from 'C'. The
downgrades are a result of the continued deterioration of the
credit quality of pool as well as ongoing missed interest
payments to certain classes. The pool currently has over $104
million in defaulted loans with additional loans expected to
default in the coming months. This deal also contains over $12
million in outstanding P&I advances which, when recouped by the
servicer, could impair the trusts cash flow. Classes A, B, C and
D remain on Rating Watch Negative.

Fitch downgrades EMAC Owner Trust 2000-1 classes A-1, A-2, and
IO to 'BB' from 'AAA', class B to 'B' from 'AA', class C to
'CCC' from 'A', class D to 'CC' from 'BBB', class E to 'C' from
'BB' and class F to 'C' from 'B'. The downgrade is based on
continued deterioration in the credit quality of the underlying
loans in the pool. With defaults as of the end of April at over
$121 million (30% of the pool), this transaction has experience
a significant level of impaired collateral at a very early stage
in its life cycle. Over $91.3 million of the defaulted balance
is represented by 4 large borrower relationships. Although many
of the defaulted loans are at various stages of the workout
process, Fitch anticipates substantial losses to occur.
Additionally, outstanding servicer advances (which represent a
senior lien to the trust) are at approximately $14.6 million.
All classes will remain on Rating Watch Negative.


EMEX CORP: Has Until July 8 to Comply with Nasdaq Listing Rules
---------------------------------------------------------------
EMEX Corporation (Nasdaq: EMEX) announced, that its Board of
Directors had approved a $15,232,380 financing agreement with
Thorn Tree Resources LLC.  The financing from TTR included a
refinancing of $10,232,380 of existing loans from TTR plus a new
loan facility of $5,000,000.  Under the new facility, TTR has
agreed to fund certain cash requirements of Emex through the end
of 2002 up to $5 million, subject to TTR's reasonable discretion
with respect to each requested advance.  All principal and
interest under the new financing agreement, including all prior
loans made by TTR to the Company, will mature and become payable
in June 2007.  Interest on the loan will not be payable in cash
but will accrue and be added to principal amount at a
fluctuating rate of the prime rate plus 4%.  TTR will have the
right to convert all of its loans into common stock of Emex at
the price of $2.30 per share.  All of the TTR loans will remain
secured by substantially all of the assets of the Company.  In
connection with the financing, TTR was granted a five-year
warrant to purchase up to 416,666 shares of common stock of Emex
at an exercise price of $1.15 per share.  The closing price of
EMEX common stock as reported by Nasdaq on June 4, 2002, the
date the Board approved the transaction, was $.70 per share.  
David Peipers, a director of the Company, is the sole manager
and an owner of TTR, and as such did not vote on the
transaction.

Separately, the Company announced that it received a preliminary
notification from the Listing Qualifications Office of the
Nasdaq that it has until July 8, 2002 to regain compliance with
Marketplace Rule 4310(C)(8)(C) or be delisted from the Nasdaq.  
The rule requires EMEX to maintain a market value of listed
securities of at least $35,000,000 for a minimum of ten
consecutive days.  The Staff also told the Company that it did
not comply with other Marketplace rules regarding minimum
shareholder equity of $2,500,000 and net income from continuing
operations of $500,000.


ELECTRIC LIGHTWAVE: Citizens Comm. et al Own 77.94% Equity Stake
----------------------------------------------------------------
Citizens Communications Company and CUCapital Corp. beneficially
own 77.94% of the outstanding common stock of Electric
Lightwave, Inc. The entities share voting and dispositive powers
over the 27,571,332 shares held.  

Each of Citizens and CUCapital is a corporation organized under
the laws of the state of Delaware.  The principal business of
Citizens is providing wireline communications services to 2.5
million telephone access lines in 24 states. It was the seventh
largest local access telephone provider in the United States as
of December 31, 2001. Citizens also provides competitive local
exchange  services in the West through its subsidiary, Electric
Lightwave Inc., a  facilities-based competitive local exchange
carrier providing Internet, data, voice and dedicated access
services to communications-intensive businesses and the e-
commerce market. In addition, Citizens provides natural gas
transmission and distribution and electric transmission and
distribution to customers in Arizona, Hawaii and Vermont.  
Citizens plans to divest these utility operations to focus upon
telecommunications. CUCapital is a holding company and a wholly-
owned subsidiary of Citizens.  The principal address for each is
3 High Ridge Park, Stamford, CT 06905.

Citizens has commenced a tender offer to acquire as many of the
shares (other than those already  owned by Citizens and its
subsidiaries) as possible, as a first step in acquiring the
entire equity interest in Electric Lightwave Inc.  Citizens and
its subsidiaries own approximately 78% of the shares and 100% of
the Class B common stock of Electric Lightwave Inc., or
approximately 85% of the outstanding common stock of Electric
Lightwave Inc.

Part of the swell of integrated communications providers,
Electric Lightwave's (ELI) long-haul fiber-optic network rolls
across the western US. The CLEC (competitive local-exchange
carrier) provides local phone and long-distance voice service
and broadband data services to large and midsized businesses in
seven metropolitan markets. ELI also offers wholesale long-
distance and data services throughout the US to telecom carriers
over its network and leased transmission facilities.
Connecticut's Citizens Communications (formerly Citizens
Utilities) owns 85% of ELI. Citizens has announced plans to
integrate its own telecom operations more closely with those of
ELI.

As of March 31, 2002, Electric Lightwave's balance sheet shows a
total shareholders' equity deficit of about $325 million.


ENRON CORP: Court Approves Safe Harbor Termination Procedures
-------------------------------------------------------------
The Court approves Enron Corporation and its debtor-affiliates'
Protocol for the Settlement of Trading Contracts, including very
minor technical amendments that address the concerns of the U.K.
Administrator that the protocol applied to his activities and
clarifies the contracts to which the protocol applies.

Earlier, these parties notified the Court that they reserve
their substantive rights as parties to the Safe Harbor
Agreements:

    -- Conectiv Energy Supply Inc.,
    -- Delmarva Power & Light Company,
    -- Dominion Resources Inc.,
    -- Dominion Exploration & Productions Inc.,
    -- Dominion Oklahoma Texas Exploration & Production Inc.,
    -- Dominion Field Services Inc.,
    -- Virginia Electric and Power Company,
    -- Virginia Power Energy Marketing Inc., and
    -- City of Santa Clara or Silicon Valley Power.

Jeff St. Onge at Bloomberg News reports that last month Daniel
Leff, the former executive in charge of liquidating Enron's
trade book, estimated the value of Enron's contracts approaches
$3 billion.  "There is significant value locked up in the
contracts," Mark Ellenberg, Esq., at Cadwalader, Wickersham &
Taft, tells Mr. St. Onge, "and the ability to settle them with
the counter-parties is very important." (Enron Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Court Allows Interests & Note Sale to Tractebel
-----------------------------------------------------------
Enron Corporation and its debtor-affiliates obtained Court's
approval of:

   (a) the sale of the Assets pursuant to the Agreement with
       Tractebel S.A.,

   (b) the Debtors' releases as required under the Agreement,
       and

   (c) the Guaranty to be delivered by Enron North America
       pursuant to the Agreement.

In addition, Operational Energy Corp. obtained the Court's
authority to assume and assign the Amended and Restated
Technical Assistance Agreement.

The principal terms and conditions of the sale to Tractebel are:

Sale & Purchase:  Enron Capital agrees to sell to Tractebel and
                  Tractebel agrees to purchase the Assets from
                  Enron Capital.

Assumption:       Tractebel (or its affiliates) will assume all
                  of the contractual rights and obligations of
                  Enron Capital and its affiliates with respect
                  to the Project, including the Amended and
                  Restated Technical Assistance Agreement and
                  the Amended and Restated Operation and
                  Maintenance Agreement.

Purchase Price:   Total purchase price as of April 26, 2002 is
                  estimated at $13,495,138 consisting of the
                  $1,300,000 premium and reimbursement of total
                  equity contributions and interest on such
                  contributions of approximately $3,866 and
                  payment of a loan by Enron Capital, including
                  accrued interest estimated at $12,191,272. The
                  final purchase price will be adjusted to
                  include the accrued interest between April 26,
                  2002 and the closing date on both the equity
                  contributions and the loan by Enron Capital.

Terms:            Tractebel to pay Enron Capital cash at
closing.

Closing:          Closing will take place at the offices of
                  Baker & McKenzie, located at 1301 McKinney,
                  Suite 3300, Houston, Texas 77010, on the
                  second business day following the date on
                  which each of the conditions set forth in
                  Sections 5.1 and 5.2 of the Agreement is
                  satisfied or on another date as agreed to by
                  Enron Capital and Tractebel.

Conditions
Precedent to
Closing:          All consents necessary for the consummation by
                  the parties of the transaction contemplated by
                  the Agreement will have been received. Other
                  than the formal consent required from the
                  Inter-American Development Bank and Deutsche
                  Bank Trust Company Americas, the Collateral
                  Trustee under the Loan Agreement, (which are
                  expected) and those consents required in
                  connection with the Chapter 11 cases, all
                  required third party consents have been
                  obtained.

                  The consent of the Bankruptcy Court to the
                  transactions contemplated by the Agreement
                  will have been received.

                  Assignment of the Amended and Restated
                  Technical Assistance Agreement and the Amended
                  and Restated Operation and Maintenance
                  Agreement to Tractebel or its affiliates.

                  Execution of a guaranty from Enron North
                  America of Enron Capital's obligations under
                  the Agreement.

                  Enron's receipt of binding releases from
                  Tractebel, its affiliates and the Inter-
                  American Development Bank.

                  Tractebel to receive binding releases from
                  Enron and its affiliates.

                  Tractebel is to receive an executed notarial
                  Deed of Transfer from Enron Capital for the
                  200 Class A shares of Tractebel Holdings and a
                  new note reflecting its purchase of the
                  Tractebel Energia de Monterrey B.V. Note.

Survival of
Provisions and
Indemnifications: Unlimited indemnification from Tractebel to
                  Enron and its affiliates from claims related
                  to the Project (except one year term
                  limitation for breaches of the Agreement).

                  Enron Capital to indemnify Tractebel for up to
                  one year for breaches of Enron Capital's
                  obligations and representations under the
                  Agreement, limited to 50% of the purchase
                  price.

                         *   *   *

As of May 3, 2002, only 63 of the Enron Companies have filed
Chapter 11 cases.  There are approximately 3,500 separate Enron
entities operating worldwide.  These non-debtor Enron affiliates
hold significant assets.  According to Martin J. Bienenstock,
Esq., at Weil, Gotshal & Manges LLP, in New York, Enron Capital
& Trade Resources Mexico Holdings B.V. is one of them.  Enron
Capital is a Netherlands corporation and a direct, wholly owned
subsidiary of Enron North America Corporation.

Mr. Bienenstock lists some of Enron Capital's assets:

   (a) 200 Class A ordinary voting shares of Tractebel Energia
       de Monterrey Holdings, B.V., a Netherlands private
       company, constituting 100% of the issued and outstanding
       Class A ordinary voting shares of Tractebel Holdings,
       which are 20% of the total issued and outstanding
       ordinary voting shares of Tractebel Holdings; and

   (b) a note payable to Enron Capital by Tractebel Energia de
       Monterrey, B.V., a Netherlands private company formerly
       known as Enron Energia Industrial de Mexico, B.V., in the
       stated principal amount of up to $13,000,000.

Tractebel S.A. owns 100% of the Class B ordinary voting shares
of Tractebel Holdings, which represents the other remaining 80%
of the total issued and outstanding voting shares of Tractebel
Holdings.  Now, Tractebel S.A. wants to buy Enron Capital's 20%
interest so that it would get full control of Tractebel
Holdings. Tractebel S.A. also wants to get its hands on the
$13,000,000 promissory note.

Mr. Bienenstock relates that a Shareholders Agreement was
entered into on October 19, 2001 among these companies:

   -- Tractebel S.A.,
   -- Enron Capital,
   -- Tractebel Holdings,
   -- Tractebel Energia de Monterrey B.V.,
   -- Tractebel Energia de Monterrey Holdings LLC -- TELLC, and
   -- Tractebel Energia de Monterrey, S.de.R.L.de C.V., which is
      called the Project Company.

The Shareholders' Agreement governed the affairs of the Project
Company.  Mr. Bienenstock explains that the Project Company was
organized to develop and own a 245 MW natural gas-fired
cogeneration facility on a 7.5-hectare site near Monterrey in
Nuevo Leon, Mexico.

Tractebel Energia de Monterrey B.V. owns:

   (a) one Series A quota of the Project Company which
       represents 99.97% of the capital represented by the
       ordinary voting quotas,

   (b) one Series N quota of the Project Company, and

   (c) 100% of the outstanding voting membership in TELLC.

On the other hand, TELLC owns one Series A quota of the Project
Company, which represents approximately 0.03% of the capital
represented by the ordinary voting quotas of the Project
Company. Mr. Bienenstock relates that various capacity users own
32 Series N non-voting quotas of the Project Company.

Operational Energy Corporation, a debtor in these cases and a
wholly owned subsidiary of Enron North America, and its Mexican
affiliate OEC Mexico, S. de R.L. de C.V., a non-debtor, act as
the current operators of the Project under two 15-year operation
and maintenance agreements with the Project Company.  OEC and
the Project Company entered into an Amended and Restated
Technical Assistance Agreement dated November 22, 2000 and
amended on April 6, 2001, and the Operational Energy Corp.
Acknowledgment Letter dated March 15, 2001.  OEC Mexico, a 100%
owned subsidiary of Enron Capital, and the Project Company
entered into an Amended and Restated Operation and Maintenance
Agreement dated November 22, 2000 and amended on April 6, 2001,
and the OEC Mexico Acknowledgment Letter dated March 15, 2001.

Mr. Bienenstock reports that the construction of the
cogeneration plant is about 70% complete and commercial
operation is scheduled to begin at the end of October 2002.  
"The Project is to provide electricity to three major Mexican
industrials including Vitro, S.A. de C.V., Imsa, S.A. de C.V.
and Apasco Cementos, S.A. de C.V. pursuant to 15-year power
purchase agreements," Mr. Bienenstock says.  In addition, the
Project is to provide a Vitro subsidiary (Alcali) under a 15-
year steam purchase agreement.

Total capital cost of the Project is $189,258,057.  The Inter-
American Development Bank has committed to finance $136,500,000
of the Project Costs directly to the Project Company and up to
$52,758,057 is to come from sponsor equity contributions -- 80%
Tractebel S.A. and 20% Enron Capital.  To date, Mr. Bienenstock
notes, Enron Capital  has funded $10,551,612 to the Project
Company under the Equity Guarantee of Enron Corporation and
$1,330,000 under the Standby Equity Guarantee of Enron
Corporation.

In October 2001, Mr. Bienenstock recounts that Enron sold 80% of
the Project to Tractebel for an amount that included a premium.
When Enron filed for bankruptcy in December 2001, the Inter-
American Development Bank suspended all future disbursements for
the Project.  "The Bank only resumed disbursements under a
temporary waiver after Tractebel entered into an agreement
assuring future performance," Mr. Bienenstock explains.  Enron
has tried to market its remaining 20% interest in the project
but nobody seemed attracted to it except for Tractebel.

Mr. Bienenstock says Tractebel has offered a $1,300,000 premium
representing a discount from the Initial Premium previously paid
for the controlling position.  The Debtors believe that such a
discount is reasonable given:

   -- the 20% non-controlling voting interest being sold,

   -- the difficult state of the Project as a result of the
      Debtors' bankruptcy,

   -- the fact that Tractebel is willing to release Enron and
      its Affiliates from all responsibilities and liabilities
      in connection with the Project and related contracts, and

   -- the low probability of obtaining higher offers under the
      same terms and conditions.

According to Mr. Bienenstock, the proceeds from the transaction
will be placed into an escrow account pending a determination as
to the allocation of such funds pursuant to an order of the
Court. (Enron Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: 2 Units Sue Sierra Pacific Units Over Terminated Contract
----------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) said that a lawsuit has
been filed against its two utility subsidiaries by Enron Power
Marketing Inc. over a power-supply contract that Enron
terminated earlier this year.

"We will vigorously defend against this unwarranted action that
tries to drag down innocent companies into the Enron quagmire.  
We are confident that justice will prevail," said Walter
Higgins, Chairman, President and Chief Executive Officer of
Sierra Pacific.

Mr. Higgins added, "It is now widely believed that the energy
'crisis' which created turmoil in Western power markets during
2000 and 2001 was in no small part the result of questionable
activities alleged to have been perpetrated by Enron and certain
others.  To let Enron profit now as a result of those actions
would be an enormous disservice to utilities and to the rate-
paying and tax-paying public who have had to bear the costs of
such activities."

Enron's legal action, which was filed in the Bankruptcy Court
for the Southern District of New York, seeks damages measured by
the difference between the contract price for energy deliveries
through the summer of 2002 and the current market price for that
energy, approximately $307 million as previously reported.

Enron ended power deliveries on May 7 to Sierra Pacific's two
utilities, Nevada Power Company and Sierra Pacific Power
Company, which provide power to much of Nevada and the Lake
Tahoe area of California.

At the time, Sierra Pacific said it was informed by Enron that
Enron was taking the action in line with its recently announced
new business configuration that did not include arrangements
such as its existing contracts with Sierra Pacific's utilities.  
Enron also indicated that it had exercised what it believed to
be its contractual right to end deliveries because of the recent
change in the credit ratings of Sierra Pacific's utilities.  
These terminations contributed to uncertainty over power
supplies for Nevada for the summer of 2002.

The Enron contracts covered approximately 10% of purchased power
supplies for the combined utilities for the remainder of the
year.  The contracts which are the basis of Enron's lawsuit are
subject to pending complaint proceedings by Nevada Power and
Sierra Pacific Power at the Federal Energy Regulatory Commission
under Section 206 of the Federal Power Act challenging the
contract prices as well as to other defenses that the Company
intends to pursue.  Sierra Pacific and Nevada Power have
asserted before FERC that the prices in the power markets when
these contracts were entered into were not "just and reasonable"
as is required by federal law.  Much recent evidence revealed
about Enron's power market activities in the western United
States during 2000-2001 has been disclosed in connection with
pending proceedings at FERC.

In response to the utilities' request, FERC has set the matter
for hearing and has appointed an administrative law judge to
preside over settlement discussions regarding its existing
power-supply contracts.

Sierra Pacific has been involved in negotiations to replace
power supply resulting from the termination by Enron.  On
Monday, the Company announced power supply agreements with Duke
Energy to fulfill consumers' electricity needs during the peak
summer period, and Duke agreed to accept a deferred payment
program for a portion of the summer costs under its existing
power-supply contracts with Nevada Power.  In addition, the
Company has approached its other continuing power suppliers to
obtain extended payment terms that will help the Company
overcome short-term liquidity problems.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company,
the electric utility for most of southern Nevada, and Sierra
Pacific Power Company, the electric utility for most of northern
Nevada and the Lake Tahoe area of California.  Sierra Pacific
Power Company also distributes natural gas in the Reno-Sparks
area of northern Nevada.  Other subsidiaries include the
Tuscarora Gas Pipeline Company, which owns 50 percent interest
in an interstate natural gas transmission partnership and
several unregulated energy services companies.


ENRON CORP: Reaches Severance Agreement with Former Employees
-------------------------------------------------------------
Former Enron workers and the court-appointed Employee Committee,
supported by the AFL-CIO and the Rainbow/PUSH Coalition
announced an historic agreement on severance with Enron
Corporation (NYSE: ENE) and its Creditors' Committee.  The
agreement provides severance payments of more than what
employees have already received with the possibility of tens of
millions more to 4,200 Enron workers who were laid-off as a
result of the company's collapse.  This means that the efforts
of the workers and their supporters will have resulted in at
least $34 million more in severance.

The agreement gives Enron workers who wish to accept the
settlement their entire severance owed under the Enron severance
plan up to a cap of $13,500. Former Enron workers who do not
want to accept this deal can opt out and pursue their own claim
individually.  Before the workers' campaign began severance had
been capped at $4,500.  The Enron severance plan entitled
individual workers to payments based on their length of
employment and their salary.  The agreement was filed with the
United States Bankruptcy Court of Southern New York Tuesday.

In addition, the agreement gives the court-appointed Employee
Committee the right to claw back more than $80 million in so-
called retention bonuses paid to Enron executives on the eve of
bankruptcy.  Any money recaptured will go to workers whose
severance and other benefits were frozen when Enron declared
bankruptcy.

"This is an important milestone for former Enron workers,"
commented former Enron employee Dennis Vegas.  "Many families
have had a difficult time meeting their financial obligations
and if the agreement is approved, it will provide much needed
relief.  The process has not been easy and we owe a great deal
of gratitude to many for reaching this accord, but in
particular, the AFL CIO for their leadership and willingness to
cover the legal fees."

"The AFL-CIO is pleased the former Enron workers have emerged
victorious in a difficult and lengthy fight to win severance
payments," said John Sweeney, president of the AFL-CIO, which
represents 13 million American working men and women and their
unions.

The AFL-CIO spearheaded a campaign among union members to push
for a fair severance package for the workers and hired attorneys
to represent the former workers at no cost to them.  In
February, the laid-off workers received a $5 million emergency
severance payment.  Tuesday's settlement brings the total
severance amount to three times the level it was at when the
campaign began in February.

"Unions exist to improve the lives of working families," said
Linda Chavez-Thompson, executive vice president of the AFL-CIO.  
"When we learned that Enron workers lost hundreds of thousands
of dollars in their retirement savings, we knew we could help."

As a part of the severance campaign, the AFL-CIO engaged its
membership nationwide.  Union members leafleted creditor
committee banks in cities across the country and sent more than
55,000 faxes and phone calls to members of the creditors
committee and Enron executives to support a fair severance
package for the former employees.

Corporate abuse and mismanagement of workers' retirement savings
have affected working families across the nation.  To push for
change, the AFL- CIO's Executive Council passed a resolution
that called on the Bush administration and federal regulators
"to enact and enforce broad, specific reforms to strengthen and
protect workers' retirement security to hold corporate
executives and directors to higher standards in governing
corporations' affairs, and to make them accountable for their
malfeasance and breach of trust."

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


ENRON CORP: Will Pay Each Ex-Worker Up to $13,500 in Severance
--------------------------------------------------------------
Richard Rathvon, Co-Chair of the Enron Employment-Related Issues
Committee which represents the interests of current and former
Enron employees in the Enron bankruptcy case, gave the following
statement regarding the proposed severance agreement announced
between Enron and former Enron employees regarding severance
payments.  Mr. Rathvon spoke on behalf of the Official Employee
Committee at a news conference held in conjunction with the AFL-
CIO and the Rainbow/PUSH Coalition:

"The Severance Agreement announced [Tues]day offers former Enron
employees a real and immediate option to receive an additional
cash payment from Enron. The agreement eliminates the risk that
former employees would receive little or no severance as a
result of a lengthy and costly court battle that most could ill
afford.  By accepting this plan, eligible former employees will
receive additional severance pay.  Without this plan, former
employees might never have seen one single penny more in
severance pay if the litigation was unsuccessful.

"We recognize that many former employees will have questions
about this agreement, and the Employment-Related Issues
Committee is committed to getting that information into their
hands.  We are working to set up meetings with former employees
so we can address their questions face-to-face.  We have also
set up a Web site, at http://www.employeecommittee.comwhich  
will have more detailed information about the agreement,
including exactly who is covered, how to opt-in to the
agreement, and answers to other questions you may have.

"Under the terms of this agreement, each eligible former
employee will receive payment of up to $13,500 in severance --
less any payment already received. Once the agreement has
received final approval by the court, which is currently
expected at the end of July, initial payments are projected to
be made within 30 days of court approval.

"Additionally, under the terms of the agreement, the official
Employee Committee is authorized to investigate and prosecute,
where appropriate, substantial retention bonuses paid to a
select privileged few Enron employees immediately prior to
Enron's bankruptcy filing.  The Employee Committee will be
actively and aggressively investigating the distribution of that
money so it can potentially be recovered.  If successful, the
Employee Committee will propose a fair and equitable re-
distribution of that money to settling former employees.

"Current and former Enron employees deserve fair treatment
throughout the bankruptcy proceedings and the official Employee
Committee believes that the agreement provides relief to former
Enron employees that is near term and real.  The agreement
offers settling former employees certainty that they will be
paid severance, and holds out the possibility of the recovery of
additional funds pending the investigation of bonuses unfairly
paid prior to bankruptcy. The Employment Related Issues
Committee looks forward to facilitating the implementation of
this agreement.  We will be working with former Enron employees
who are affected and help them get the information they need, so
they can receive the real and tangible severance pay this
agreement offers to them.

"The Employee Committee is an official committee appointed by
the United States Trustee charged with representing the
collective interests of all current, former and retired
employees of Enron in Enron's bankruptcy case. The Employee
Committee will serve as a strong advocate for the interests of
former and current Enron employees during the bankruptcy
process.  Members of the committee were selected by the trustee
and the make-up of the committee was designed to reflect the
broad diversity of Enron's current and former workforce.  The
Committee is working to provide employees with timely, accurate
information on the status of the bankruptcy case."


EXIDE: Industrial Power Division Awarded Two Submarine Contracts
----------------------------------------------------------------
The GNB Industrial Power division of the Network Power Business
Group of Exide Technologies has been awarded two contracts for a
total of $3.4 million by the United States Navy Naval Sea
Systems Command in Washington, D.C. GNB Industrial Power, based
in Lombard, Illinois, is the primary source of the main storage
batteries to the U.S. Navy used aboard nuclear submarines.

Under the terms of the first contract, GNB will provide a
replacement battery used for critical emergency back up aboard
the nuclear-powered USS Seawolf (SSN21) submarine, launched in
June 1995. The second contract requires GNB to provide the main
storage battery used for similar critical emergency backup for
the newest Seawolf Class USS Jimmy Carter (SSN23). The Jimmy
Carter is under construction at the General Dynamics Electric
Boat Division in Groton, Connecticut, and is scheduled for
launch in 2004. In today's nuclear submarines, the primary
purpose of the battery system is to supply the power to restart
the nuclear reactor. However, in emergencies, it is capable of
supplying power for propulsion and all vital life support
systems.

As the electric storage energy needs of the U. S. Navy evolve
with new vessels, weapons and technologies, GNB Industrial
Power continues to develop and provide the Navy new products,
processes and services. "Our role is to help the U.S. Navy
maintain its world leadership by providing operationally
superior and affordable energy storage systems," said George
Hunt, Director of Government and Military Business for GNB
Industrial Power. "We are committed to that goal and continue to
develop new and revolutionary energy storage solutions for
tomorrow's Navy."

The batteries will be manufactured at the Company's facility
in Kankakee, Illinois. The plant's submarine battery
manufacturing operation recently received the International
Organization for Standardization quality certification ISO 9002.
The facility has supplied submarine energy storage batteries to
the U.S. Navy since World War II and built the original battery
set for the USS Seawolf in 1995.

"Military applications represent a significant market for
industrial and transportation batteries of a wide range of
applications and technologies," said Mitch Bregman, President of
the Exide Technologies Network Power Global Business Unit.
"Around the world, we're a major supplier of stored electrical
energy, supporting the most demanding military requirements."
(Exide Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


EXODUS COMMS: Wants to Sell LA3 IDC to Disney for $8.6 Million
--------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates move the
Court to authorize them to:

A. Sell certain personal property contained in the Debtors'
    leased internet data center or LA3 located at 1920 Maple
    Avenue, El Segundo, California and

B. Assume and assign the executory lease contract of LA3, which
    was entered originally by the Debtors and Maple Street LLC,
    to Disney Worldwide Services Inc.

David R. Hurst, Esq., at Skadden Arps Meagher & Flom LLP in
Wilmington, Delaware, relates that pre-petition, the Debtors and
Disney engaged in extensive negotiations regarding the sale of
LA3 to Disney.  The negotiations resulted in a Letter of Intent
(LOI) and a definitive Asset Purchase Agreement (APA) that have
two primary components:

A. The Debtors will assume and assign their leasehold interest
    in LA3 to Disney and

B. The Debtors will convey their interest in the Property to
    Disney free and clear of liens, claims and encumbrances for
    $8,640,000.

Mr. Hurst also asks the Court to approve the sale of the LA3 to
Disney without the Debtors having to stage auction for further
bids.  The approval of the transaction is in the best interest
of the Debtors and their estates for these three primary
reasons:

1. Approval of the transaction will maximize proceeds from the
    sale of tenant improvements and other personal property
    through the sale to Disney, an end-user.

2. After marketing the property for five months, the offer
    extended by Disney represents the best offer the Debtors
    have received.

3. Approval of the transaction will eliminate continuing
    administrative rent and other obligations owed to the
    Landlord, including a possible lease rejection claim.

According to Mr. Hurst, Disney was only willing to put forth its
highest and best offer on the condition that it would not be
subject to an additional competitive bidding process.  He states
that even if a competitive bidding process was reopened, no
second bidder would be able to trump Disney's offer.

The terms of the Debtors' proposed sale transaction to Disney
include:

A. Purchased Assets: Disney will purchase the property and the
    Debtors' leasehold interest in LA3.

B. Consideration: The purchase price will be $8,640,000 for
    both the property and the assignment of the LA3 lease to
    Disney.

C. Proposed Closing Date: The proposed closing date will be a
    date set forth in the Agreement, or the five calendar days
    after expiration of the due diligence period, which extends
    two calendar weeks from execution of the Agreement.

D. Assignment of Lease and Sale Improvements: Seller will assign
    its leasehold interest in the premises and sell all the
    improvements to Buyer free and clear of all liens and
    encumbrances.

E. Identity of the Buyer: Disney Worldwide Services Inc.

F. Purchase Price: $8,640,000.  The Seller will be responsible
    for sales taxes, if any, associated with the transaction.
    All other closing costs will be split between the parties in
    the customary manner for real estates transactions in Los
    Angeles county.

G. Execution of Agreement: The Buyer and Seller will use
    diligent good faith efforts to execute a definitive
    agreement memorializing the transaction on or before 5 p.m.,
    California time, on Friday, May 31, 2002.

H. Deposit: $1,000,000 to be deposited in an interest-bearing
    account through a mutually acceptable escrow company two
    business days following execution of the Agreement by Buyer
    and Seller.  The deposit will be non-refundable at the
    expiration of the due diligence period and together with all
    accrued interest, credited in Buyer's favor against the
    purchase price at closing.

I. Due Diligence Period:  The Buyer has two calendar weeks after
    execution and deliver of the agreement but in no later than
    5:00 p.m., California time, on June 19, 2002, to conduct
    any and all due diligence it deems to appropriate.  During
    this period, Seller will give the Buyer, its agents and
    consultants access to the premises and any all documents in
    buyer's possession regarding the premises and improvements.
    Prior to the expiration of the due diligence period, the
    Buyer may elect to terminated the transaction for any or no
    reason, in which case it will receive a full refund of its
    deposit with all interest accrued thereon, or proceed with
    the purchase as contemplated in the agreement.

J. Court approval: The Seller will use good faith efforts to
    obtain the approval of the transaction outline in the letter
    of Seller's creditor committee as well as the U.S.
    Bankruptcy Court for the District of Delaware, where the
    Seller filed its voluntary petition for relief under Chapter
    11 of the Bankruptcy Code.

K. Closing Date: The transaction will close on the later of
    five calendar days after the expiration of the due diligence
    period or five business days following the entry of an Order
    by the Court approving the transaction in a form reasonably
    acceptable to the Buyer.  If the Court has not approved the
    transaction by July 31, 2002 for any reason not caused or
    contributed to Buyer, the Agreement will terminate and the
    Deposit and all interest accrued thereon will be returned to
    the Buyer.

L. Brokerage Commissions.  Each party will be solely responsible
    for the payment of any fees or commissions due its brokers
    or advisors in connection with the transaction.

Mr. Hurst claims that the sale of LA3 to Disney is exempt from
stamp or similar taxes since it occurred prior to the
confirmation of the Debtors' Chapter 11 Plan.  The courts have
broadly construed Section 105 of the Bankruptcy Code to exempt
transactions occurring before the confirmation date from those
types of taxes.  Since the proposed sale is crucial to the
consummation of the Debtors' Chapter 11 Plan, it should be
afforded exemption from stamp or similar taxes.

Mr. Hurst states that since the LOI and the APA were negotiated
at arms-length and in good faith after additional proposals for
the property were considered, the Court should find that Disney
acted in good faith within the meaning of Section 363 of the
Bankruptcy Code. (Exodus Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FANNIE MAY HOLDINGS: Case Summary & 29 Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: Fannie May Holdings, Inc.
             1137 W. Jackson Blvd.
             Chicago, Illinois 60607

Bankruptcy Case No.: 02-11719

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Archibald Candy Corporation                02-11720

Type of Business: Fannie May, Inc., a Delaware corporation, is
                  a holding company that holds all of the
                  issued and outstanding capital stock of
                  Archibald Candy Corporation, an Illinois
                  corporation. Archibald is a manufacturer and
                  marketer of quality boxed chocolates and
                  other confectionery items. Archibald
                  manufactures several hundred items (including
                  its Pixie, Mint Meltaway and Trinidad lines)
                  and operates confectionery retail chains
                  under the Fannie May and Fannie Farmer brand
                  names.

Chapter 11 Petition Date: June 12, 2002

Court: District of Delaware (Delaware)

Judge: Ronald S. Barliant

Debtor's Counsel: Pauline K. Morgan, Esq.
                  M. Blake Cleary, Esq.  
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, Delaware 19899-0391
                  302 571-6600

                  and

                  Matthew J. Botica, Esq.
                  Daniel J. McGuire, Esq.
                  Winston & Strawn
                  35 West Wacker Drive
                  Chicago, Illinois 60601  

A. Fannie May Holdings, Inc.

     Total Assets: $40,000
     
     Total Debts: $200,000,000

B. Archibald Candy Corporation

     Total Assets: $133,248,000

     Total Debts: $209,969,000

Debtor's 29 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
The Bank of New York       Noteholder               
Irene Siegel, Esq.
Fax: (212) 328-7302

Delaware Street Capital,   Noteholder              $50,275,000
LLC  
900 North Michigan Avenue
19th Floor
Chicago, IL 60611
Fax: (312) 905-3053

Putnam Investment          Noteholder              $30,194,000
Management
One Post Office Square,
Mail Stop A-7
Boston, MA 02109
Fax: (617) 760-8639

Credit Suisse Asset        Noteholder              $21,312,500
Management, as Manager
Of various Funds, Private
Accounts, and Collateralized
Debt Obligations
466 Lexington Avenue
14th Floor
New York, NY 10017
Fax: (212) 983-4117
     (646) 658-0894

Merill Lynch Investment    Noteholder              $13,389,000      
Management
800 Scudders Mill Road, Area 1B
Plainsboro, NJ 08536
Fax: (609) 282-8600

Sagamore Hill Hub Fund    Noteholder               $11,000,000   
LTD
2 Greenwich Office Park
Greenwich, CT 06831
Fax: (203) 422-7214

Barclays Bank PLC         Noteholder               $10,500,000
222 Broadway Avenue,
10th Floor
New York, NY 10038
Fax: (212) 412-1706

Sankaty Advisors, LLC      Noteholder               $9,000,000
111 Huntington Avenue
Boston, MA 02199
Fax: (617) 516-2710

Massachusetts Mutual      Noteholder                $5,485,000   
Life Ins. Co.
c/o D.L. Babson & Co.
Steven J. Katz
1500 Main Street, Suite 2800
Springfield, MA 01115
Fax: (413) 226-2268

Bloomer Chocolate Company  Trade                      $867,719
Rick Blommer
600 West Kinzie Street
Chicago, IL 60610
Phone: (312) 226-7700
Fax: (312) 226-5357

Merckens Chocolate         Trade                     $265,497
(ADM Cocoa)
Bill Ryan
12500 West Carmen Avenue
Milwaukee, WI 53225-6199
Phone: (414) 358-5700
Fax: (312) 226-5755

Madelaine Chocolate        Trade                      $237,389
Novelt, Inc.

Master Paper Box Company,  Trade                      $206,692
Inc.

Pamco Tape & Label Co.,    Trade                      $205,230
Inc.

XPEDX                      Trade                      $189,199

Splendid Chocolates        Trade                      $176,708

Kencraft, Inc.             Trade                      $167,274

Transparent Container      Trade                      $139,271
Co., Inc.

United Parcel Service      Trade                      $125,807

Vue-Craft Products, Ltd.   Trade                      $123,470

Popcorn Palace             Trade                      $119,615

Unisource Worldwide        Trade                       $86,892

Graph-Pak Corporation      Trade                       $79,145

Niagara Chocolates, Inc.   Trade                       $63,773

Creative Resources         Trade                       $62,243

Ira L. Henry Company, Inc. Trade                       $61,882

RJ Rous, Inc.              Trade                       $61,372

General Converting         Trade                       $60,427

Jaret International, Inc.  Trade                       $59,264   


FEDERAL-MOGUL: Committee Wants More Time to Commence Litigation
---------------------------------------------------------------
Federal-Mogul Corporation's Official Committee of Unsecured
Creditors asks the Court for a further extension of time,
through August 2, 2002, for certain parties in interest to
commence actions pursuant to Local Rule 9006-2.

Charlene D. Davis, Esq., at The Bayard Firm in Wilmington,
Delaware, recounts that, by Court-approved stipulation dated
April 12, 2002, the Litigation Commencement Date as to the Pre-
petition Agent, on behalf of the Existing Lenders and the
holders of Tranche C Loans, the Surety Bond issuers and the
stipulating parties -- Unsecured Creditors' Committee, Asbestos
Claimants Committee, the Indenture Trustees, and the Legal
Representative for the Future Asbestos-Related Claimants -- was
extended until June 3, 2002.  The Final DIP Order previously
granted these parties-in-interest until April 17, 2002 to
commence an adversary proceeding.

Ms. Davis submits these parties-in-interest have agreed to the
terms of another stipulation extending the Litigation
Commencement Date to August 2, 2002.  The Proposed Stipulation
is currently being circulated for signature and will not be
fully executed or submitted in time for the Court's
consideration by the deadline.  The Committee seeks this
extension out of abundance of caution and to ensure that the
rights of these parties-in-interest involved are protected until
the Court acts with respect to their proposed stipulation.
(Federal-Mogul Bankruptcy News, Issue No. 18; Bankruptcy  
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Federal-Mogul Corporation's 8.8% bonds
due 2007 (FEDMOG6) are trading at about 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6for  
real-time bond pricing.


FIREBRAND FINANCIAL: Ability to Continue Operations Uncertain
-------------------------------------------------------------
Firebrand Financial Group, Inc. owns 63.6% of
EarlyBirdCapital.com Inc., which in turn owns 100% of
EarlyBirdCapital, Inc. and Dalewood Associates, Inc.  Firebrand
Financial also owns 100% of GKN Securities Corp. and 80% of
StreetWide Asset Recovery Group, Inc. As of January 31, 2001
Firebrand Financial also owned 56.4% of Shochet Holding Corp.

Through its subsidiaries, EarlyBirdCapital (formerly known as
Southeast Research Partners, Inc.) and Dalewood, Firebrand
provides investment banking, asset management, and securities
brokerage services, with an emphasis on small- and mid-
capitalization companies and early-stage growth companies. These
services are provided through the following primary divisions:

          *  Investment banking
          *  Securities brokerage
          *  Asset management

The Company derives fee revenue primarily from investment
banking and asset management services, as well as generating
commission revenue through securities brokerage. The parent
company also maintains a portfolio of securities; transactions
in this portfolio have resulted in principal transaction profits
and losses.

During the first quarter of fiscal 2002, the Company established
the StreetWide Asset Recovery Group. StreetWide is engaged by
broker/dealers and other financial institutions to collect debt
due to them from former employees or from customers. StreetWide
generates revenues through retainer and collection fees.

The Company experienced losses from both continuing and
discontinued operations for the years ended January 31, 2001 and
January 31, 2000. The loss from continuing operations increased
by $435,000, caused by a $1,333,000 increase in revenues, a
$4,811,000 decrease in expenses, a $1,989,000 decrease in equity
in earnings of an unconsolidated affiliate and a $3,020,000
decrease in the income tax benefit generated by the losses.
These were partially offset by the recognition of the minority
interest's portion of the loss from continuing operations of
$1,066,000. Additionally, the Company recognized a loss of
$221,000 on the sale of a subsidiary. Revenues increased
primarily due to commissions generated through securities
brokerage and a decrease in the loss on principal transactions.
Expenses decreased due to substantial reductions in compensation
and benefits expense, business development expenses and other
expenses. The Company also experienced a writedown on its
investment in Angeltips of $1,363,000 in fiscal 2001. Equity in
earnings of an unconsolidated affiliate decreased by $1,989,000
in relation to the performance of Dalewood Associates, LP.

Additionally, the Company's operations for 2002 have consumed
substantial amounts of cash and have generated significant net
losses, which have reduced stockholders' equity to $1,895,000 at
January 31, 2002.   Many of the product lines previously offered
by the Company have been discontinued. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


FLEMING COMPANIES: Fitch Rates $950MM New Bank Facility at BB+
--------------------------------------------------------------
Fleming Companies, Inc.'s proposed $950 million secured bank
credit facility is rated 'BB+' by Fitch Ratings. In addition,
the company's expected $200 million senior unsecured notes are
rated 'BB' by Fitch. The proposed bank facility will replace the
company's existing 'BB+' rated $600 million bank credit
facility. The bank facility, together with proceeds from the
debt offering and 8 million new common equity shares will be
used to finance Fleming's recently announced acquisitions. The
company's existing $350 million senior unsecured notes and $810
million senior subordinated notes are affirmed at 'BB' and 'B+',
respectively. The Rating Outlook remains Negative, reflecting
the uncertainty as to the achievement of Kmart's sales levels,
the ultimate nature of Fleming's agreement with Kmart, as
Fleming's contract with Kmart has not yet been confirmed in the
bankruptcy process and the inherent integration risks associated
with the acquisitions. Also of concern is the possibility for
additional Kmart store closures, beyond those already announced.


GLOBAL CROSSING: Subcommittee Taps Greenberg Traurig as Counsel
---------------------------------------------------------------
Corwin Chen, Chairperson of the Subcommittee of the Official
Committee of Unsecured Creditors, in Global Crossing Ltd., and
its debtor-affiliates' chapter 11 cases, relates that on
February 25, 2002, after meeting with representatives of the
Debtors, the Committee, and certain Committee members that are
creditors of Global Crossing North America (GCNA), the United
States Trustee appointed a 3-member subcommittee, consisting of
creditors with claims exclusively against the GCNA estate.  That
subcommittee will investigate issues arising from or related to
the sale by the Debtors on or about June 29, 2001, of the
incumbent local exchange carrier to Citizens Communications
Company for gross proceeds of $3,369,000,000.

The Subcommittee is the statutory representative of the
interests of the unsecured creditors of the GCNA estate. To this
end, the Subcommittee desires to retain counsel and has selected
Greenberg Traurig as its counsel because of the firm's extensive
experience and knowledge of business reorganizations under
Chapter 11 of the Bankruptcy Code. Because the Subcommittee
requested Greenberg Traurig to commence work immediately upon
its selection, the Subcommittee respectfully requests that
Greenberg Traurig's retention and employment be approved nunc
pro tunc to March 14, 2002.

The Subcommittee believes that Greenberg Traurig is well
qualified to represent the Subcommittee in these cases in a most
cost-efficient and timely manner. Subject to further order of
this Court, the professional services that Greenberg Traurig
will render to the Subcommittee include:

A. assisting in the Subcommittee's investigation of all issues
    arising from, related to or otherwise concerning certain
    prepetition transactions within the purview of the
    Subcommittee, and any matters that would compromise or
    otherwise affect the Subcommittee's investigation;

B. providing the Subcommittee with legal advice with respect to
    its rights, duties and powers in these cases;

C. preparing reports, pleadings, motions, applications,
    objections and other papers as may be necessary in
    furtherance of the Subcommittee's investigation;

D. consultation and discussions with the Debtors, their counsel,
    the accountants and financial advisors for the Debtors, the
    Committee, its counsel, other professionals retained in
    these cases, and the United States Trustee arising from or
    related to the Subcommittee's investigation; and

E. representing the Subcommittee in hearings and other judicial
    proceedings as necessary in furtherance of the
    Subcommittee's investigation.

The Subcommittee believes that Greenberg Traurig is well
qualified to act as its counsel and possesses extensive
knowledge and expertise in the areas of bankruptcy and
reorganization and the other areas of law relevant to these
cases. Greenberg Traurig understands the role and scope of the
Subcommittee and will work with Committee counsel and the U.S.
Trustee to ensure that Greenberg Traurig's activities on behalf
of the Subcommittee are not duplicative or an inefficient use of
estate resources.

Subject to Court approval, compensation will be payable to
Greenberg Traurig on an hourly basis, plus reimbursement of
actual and necessary expenses incurred by Greenberg Traurig in
accordance with the ordinary and customary rates which are in
effect on the date the services are rendered. Because it is
probable that the Subcommittee will require Greenberg Traurig to
render potentially significant legal services, the cost of which
cannot be estimated with certainty, it is necessary and
essential that the Subcommittee employ attorneys under a general
retainer to render the foregoing services. Greenberg Traurig's
current attorney and paralegal fee rates are:

       Shareholders                       $360-$640
       Counsel                            $220-$475
       Associates                         $220-$425
       Legal Assistants and Clerks        $ 45-$200

Greenberg Traurig has advised the Subcommittee that it expects
that Thomas J. Weber and Richard S. Miller will have primary
responsibility for representation of the Subcommittee in these
cases. However, other attorneys and paralegals will also serve
the Subcommittee in connection with the matters described
herein.

Thomas J. Weber, a Shareholder of Greenberg Traurig LLP, assures
the Court that the firm nor any shareholder thereof or associate
therewith, has or represents any interest adverse to the
Subcommittee with respect to these cases or the matters on which
it is to be employed. The firm however, represents or in the
past has represented these parties-in-interests in matters
unrelated to these cases:

A. Professionals: Simpson Thacher & Bartlett, The Blackstone
    Group L.P., Arthur Andersen, KPMG, CISCO Systems Inc.,
    Nortel Networks, Exodus Communications, and Lucent
    Technologies;

B. Claimants: TyCom (US) Inc., Qwest Communications Corporation,
    BellSouth Telecommunications Inc., CompUSA Inc., DCI
    Communications, Edward Hennessy, Level (3) Communications
    LLC, Network Associates Inc., Prestige Financial Group Ltd.,
    T2 Technologies Inc., Teltran International Group Ltd., Uni-
    tel, and Verizon Public Communications;

C. Secured Creditors: ABN Amro Bank N.V., Aegon USA Inc.,
    Alliance Capital Management, Allstate Insurance, Bank Leumi,
    Bank of America, Bank of Montreal, Bank of New York, Bank of
    Nova Scotia, Bank of Scotland, Bank of Tokyo Mitsubishi,
    Bank One, Bank United, Barclays, CIBC Oppenheimer, Citibank,
    City National Bank, Credit Lyonnais, Deutsche Bank, Dai Ichi
    Kangyo Bank Ltd., Dresdner Kleinwort Wasserstein, Equitable
    Life Insurance, First Union Corporation, Fuji Bank Ltd.,
    General Electric Capital Corporation, Goldman Sachs & Co.,
    Industrial Bank of Japan, IBM Credit Corporation, Invesco,
    JP Morgan Chase, KBC Bank, Key Bank, Merrill Lynch, Morgan
    Stanley Dean Witter, Royal Bank of Canada, Textron Financial
    Corporation, Toronto Dominion Inc., Travelers Companies, UBS
    Warburg, Van Kampen, and West LB;

D. Other Creditors: Banc One, Chase Manhattan Bank, Credit
    Suisse First Boston, Trust Company of the West, Wachovia
    Bank, and Washington Mutual;

E. Vendors: Alcatel, American Express, Amex, Avaya, Cisco,
    Comsat, Equant, Exodus Internet Limited, Falck, Iberdrola
    Redes Sa Contract, Lucent Technologies, Mastec North America
    Inc., Nordisk, Nortel Networks, Siemens, Sintel, Sodexho,
    Structuretone, and Tekelec;

F. Underwriters: Deutsche Bank AG, CIBC Inc., Canadian Imperial
    Bank of Commerce, Goldman Sachs Credit Partners L.P.,
    Citicorp USA Inc., Merrill Lunch Capital Corporation,
    Salomon Smith Barney Inc., CIBC World Markets Corp.,
    Deutsche Bank Securities Inc., and Chase Securities Inc.;
    and

G. Stockholders: Pacific Capital Group Inc., David Lee,
    Microsoft Corp., and Softbank Corp.

Mr. Weber tells the Court that the Subcommittee has been
apprised of the representations disclosed in the Weber
Declaration and is of the belief that those representations do
not in any manner affect or relate to these cases and therefore
will not impair Greenberg Traurig's ability to represent the
Subcommittee. The Subcommittee is satisfied that Greenberg
Traurig represents no adverse interest to the Subcommittee which
would preclude it from acting as counsel to the Subcommittee in
the matters upon which it is to be engaged and that its
employment of Greenberg Traurig is in the best interest of
creditors and of the estates. (Global Crossing Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


HAYES LEMMERZ: Court Okays Andersen's Engagement as Consultant
--------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained Court authority to retain Arthur Andersen as Employee
Compensation Consultant for the Debtors, nunc pro tunc to the
Petition Date.  Author Anderson would serve to assist the
Debtors in the design and implementation of a revised
compensation strategy to retain key employees and executives
during the Debtors' Chapter 11 cases. All would be performed in
accordance with the terms of the engagement letter between the
Debtors and Arthur Andersen, dated November 13, 2001.

The professional services that Arthur Andersen will continue to
provide to the Debtors are:

A. assist in the design of a retention bonus program for
    executives and key employees;

B. compare the proposed retention program to competitive
    practice;

C. prepare a report summarizing findings regarding the proposed
    retention program;

D. assist in determining whether existing incentive plans should
    be retained, and if so what changes are appropriate, i.e.,
    performance measures, goal setting process, appropriate
    threshold, target, and maximum levels, opportunity amounts,
    etc.;

E. determine whether any new or special incentive arrangements
    are necessary for certain key executives;

F. assist in the formulation of a communications strategy
    regarding any new or revised compensation programs;

G. provide compensation consulting services as requested, and

H. providing expert testimony as required.

Arthur Andersen receives fees for services based upon its
customary hourly rates and receives reimbursement for reasonable
and necessary out-of-pocket expenses.  These expenses include
travel, report preparation, delivery services, and other
necessary costs incurred providing services to the Debtors. The
hourly rates for Arthur Andersen range from:

      Partners and Principals          $425 - $550 per hour
      Managers & Directors             $300 - $425 per hour
      Associates                       $200 - $300 per hour
      Analysts                         $125 - $200 per hour

These rates are subject to change periodically, but will remain
in line with market rates for comparable services. In addition,
Arthur Andersen receives fees for expert witness testimony,
which fees may range from $25,000 to $75,000, depending on the
number of depositions and hearings, and the amount of
preparation required. (Hayes Lemmerz Bankruptcy News, Issue No.
12; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz Intl Inc.'s 11% bonds due 2006 (HAYES4),
DebtTraders reports, are quoted at about 7. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES4for  
real-time bond pricing.


HECLA MINING: S&P Revises CCC+ Rating Outlook to Positive
---------------------------------------------------------
Standard & Poor's has revised its outlook on Hecla Mining Co. to
positive from negative based on the company's improved cost
position.

Standard & Poor's said that its ratings on the company,
including its triple-'C'-plus corporate credit rating, are
affirmed. Standard & Poor's preferred stock rating on Hecla
remains at 'D', as the company is not current on its dividends.
Hecla, headquartered in Coeur d'Alene, Idaho, has about $19
million in total debt.

"The company's profitability has improved due to its recent
investments in lower cost mines, improved gold and silver
prices, and favorable exploration results", said Standard &
Poor's credit analyst Paul Vastola. "If sustained, these
improvements should strengthen Hecla's weak financial profile".

Standard & Poor's said that the ratings could be raised modestly
in the intermediate term if gold and silver prices remain near
their current levels and if Hecla can further increase its
profitability and enhance its reserve base and liquidity.

Standard & Poor's ratings on Hecla continue to reflect its well
below average business position due to its limited reserve base,
operating diversity, and tight liquidity. Hecla mines and
processes silver and gold in the U.S., Venezuela, and Mexico.
Owing to investor jitters from global tensions, a weaker U.S.
dollar, and falling stock markets, gold and silver prices have
risen considerably to about $320 per ounce and $4.90 per ounce,
respectively from a low of $257 per ounce and $4.34 per ounce
reached in 2001.


IMPERIAL CREDIT: Security Holders Selling $66.5MM 12% Sr. Notes
---------------------------------------------------------------
A prospectus describing Imperial Credit Industries, Inc.'s
selling security holders as offering up to $66,500,000 aggregate
principal amount of 12% Senior Secured Notes due 2005, and
32,000 shares of its common stock is being circulated. The notes
and shares of common stock are being offered on a continuous
basis. The notes and shares of common stock are being offered
separately and not as units, unless otherwise stated in
connection with a particular offer in the prospectus.

The selling security holders received the notes and common stock
in connection with a debt exchange that the Company conducted in
connection with efforts to improve its capitalization and a debt
exchange that it conducted as part of its resolution of a
dispute between it and some of its debtholders.

The selling security holders will receive all of the proceeds
from the sale of the notes and common stock. Imperial Credit
will pay, among other expenses, certain underwriting discounts
and selling commissions, if any, applicable to the sale of those
securities. The Company will not receive any proceeds from sales
of the securities offered.

The notes are not intended to be listed on any securities
exchange.  The notes:

   -- bear interest at an annual rate of 12%, payable in cash in
arrears semi-annually on January 30 and July 30;

   -- are secured by Imperial Credit's pledge of all of the
common stock, of its wholly-owned subsidiary, Southern Pacific
Bank, that it holds; and

   -- are pari passu in right of payment with any of its
unsecured outstanding 10.25% Remarketed Redeemable Par
Securities Series B, 9.875% Senior Notes due 2007 and 9.75%
Senior Notes due 2004 and are junior in right of payment with
any of its 12% Senior Secured Notes due 2002.

The Company cautions that investing in the notes and common
stock involves a very high degree of risk. Imperial Credit has
incurred substantial operating losses, has negative shareholder
equity and  currently does not have sufficient liquidity to
repay significant outstanding indebtedness that will become due
in the near future, which may cause it to file for protection
under Chapter 11 of the federal Bankruptcy Code or result in its
creditors forcing it into involuntary bankruptcy. Its principal
subsidiary, Southern Pacific Bank, is currently operating under
orders issued by its federal and state banking regulators that
impose significant restrictions and requirements on its
operations, including that the Bank significantly increase its
regulatory capital levels. The Bank is not in compliance with
the capital requirements set forth in those orders.

Imperial Credit Industries' common stock was delisted from the
Nasdaq National Market on May 24, 2002 and is currently traded
on the "Over-the-Counter Bulletin Board" under the symbol
"ICII."


JYRA RESEARCH: UK Subsidiary Placed into Voluntary Liquidation
--------------------------------------------------------------
Jyra Research Inc. (JYRA.PK) announces that liquidators have
been appointed to wind up the affairs of its wholly owned UK
subsidiary Jyra Research Ltd. Jyra Research Ltd has been placed
into Creditors Voluntary Liquidation.

The Company disclosed in its Form 8-K filed on 2nd May 2002 with
the SEC that it had an immediate cash crisis and was
experiencing difficult trading conditions. Both Jyra Research
Inc. and Jyra Research Ltd. have pursued without success every
opportunity known to them to enable the business to continue,
including equity financing, trade sales and mergers.

Jyra Research Inc. is not in liquidation or bankrupt, but it no
longer has any operating business. Over the coming weeks the
Company plans to explore any alternative business opportunity.
If the Company is successful in securing any alternative
business it believes that there would be significant and
substantial dilution to its existing stockholders. If it is
unsuccessful in securing an alternative business then it will
file for dissolution in Delaware. The Company as at today's
date, since it has no alternative business, believes its equity
securities to be virtually worthless and it has insufficient
financial resource to make any distribution to shareholders.

Jyra Research Inc., is incorporated with limited liability in
Delaware, USA.


KAISER ALUMINUM: Seeking Stay Relief to Settle Class Action
-----------------------------------------------------------
Kaiser Aluminum Corporation and Kaiser Aluminum and Chemical
Corporation ask the Court for limited relief from the automatic
stay in order to consummate a class action settlement in St.
James Parish, Louisiana.  The class action settlement will put
an end to over 24,000 property and personal injury claims which
stemmed from the July 5, 1999 explosion at the Debtors'
Gramercy, Louisiana alumina refinery.  The Debtors also seek
approval of the Preliminary Settlement Agreement entered into in
connection with the class action settlement.

Paul N. Heath, Esq., at Richards, Layton & Finger P.A. in
Wilmington, Delaware, avers that the primary benefit to the
creditors is that a settlement was reached that is being funded
in its entirety by insurance proceeds. The settlement has been
approved -- and funded pre-petition -- by Kaiser's liability
insurers.  Therefore, it will cost the Debtors' bankruptcy
estates nothing.  Should the PSA not be approved, the settlement
will not be enforceable.  This will not only lead to expensive
litigation of the class claims, but also will create a risk of
litigation not currently present for Kaiser to obtain insurance
proceeds for any resulting liability to those claimants.

According to Mr. Heath, the class action settlement was
initially reached in autumn of 2000 following extensive and
difficult negotiations, with the assistance of two mediators.  
A written Preliminary Settlement Agreement was negotiated to
establish:

a. the terms on which it would be determined how the money would
    be distributed to the class claimants;

b. a nine-step procedure required under Louisiana law for the
    trial court to finalize the settlement and resolve the
    Debtors' alleged liability to the class; and,

c. certain obligations of the class and Kaiser to cooperate in
    the class's prosecution of their claims against non-Kaiser
    defendants, including directing a portion of other
    recoveries to Kaiser.

Mr. Heath tells the Court that, under the terms of the PSA,
Kaiser agreed to resolve all Class claims for the sum of
$26,500,000, less 50% of any amount collected by the Class from
third-party defendants, up to a total of $11,500,000.  This
amount will serve as the Settlement and Administration Fund.  
The Fund would be distributed to the class members according to
the recommendation of a Special Master and approval by the trial
court pursuant to Louisiana law.  In return, the claimants would
release Kaiser from liability for all damages, known or unknown,
arising from the explosion.

The Settlement and Administration Fund to be disbursed is
subject to three conditions:

A. certain administration costs (like notice costs) are to be
    deducted from the Settlement and Administration Fund;

B. 50% of the recoveries the Class receives from non-Kaiser
    defendants are to be paid to Kaiser;

C. certain amounts are to be reserved in a fund called the
    Indemnity Fund which the PSA has set at $7,000,000 initially
    (and provides for it to be renegotiated, if appropriate) and
    shall be used to defend, indemnify and hold harmless Kaiser
    with respect to claims by persons who opted out of the class
    or who are not members of the class.  At the conclusion of
    the process (the later of one year from the date of the
    class certification or six months after the Final Settlement
    Date, as that is defined in the PSA), the Indemnity Fund
    shall revert to the Settlement and Administration Fund and
    be distributed to the class claimants.

After the PSA was entered, Mr. Heath states that Kaiser and
claimants' counsel began the process of getting the requisite
court orders to certify the Class, allowing claimants to opt-
out of the Class, setting up a claims procedure, allocating
amounts to claimants based on their damages, and finalizing the
settlement. The PSA anticipated nine principal procedural steps
to finalize the settlement.

Four occurred before Kaiser filed its Chapter 11 petition:

1. A class would be certified by the Louisiana state court
    consisting of all persons physically located or owning
    property of any kind, real or personal, in St. James and St.
    John the Baptist Parishes, Louisiana, on July S, 1999, who
    allegedly suffered injury as a result of the explosion at
    the Kaiser Gramercy refinery;

2. The court would appoint certain of the plaintiffs as
    representatives of the Class;

3. The settling parties would disseminate a notice of class
    certification of the litigation class and opportunity to
    opt-out, along with a notice to complete and submit claim
    form and of exclusion of claims of class members who fail to
    timely submit a claim form; and,

4. A submission of claim process would take place concurrently
    with the opt-out period.

The final five procedural steps that remain to finalize the
Class Settlement are:

5. After the submission of claim/opt-out period, the claimants
    and Kaiser would jointly ask for approval of the settlement
    by the Louisiana state court. Claimants' counsel has
    informed Kaiser that it is ready and willing to join in that
    motion;

6. The parties would give the Class notice of the proposed
    settlement;

7. A hearing on the fairness, adequacy and reasonableness of the
    settlement would take place in the Louisiana state court;

8. The settlement would be finally approved by the Louisiana
    state court; and,

9. Class counsel (aided by a Special Master, if necessary) would
    submit an allocation and distribution plan to the Louisiana
    state court for hearing and approval and would then
    distribute the funds according to the court's order. (Kaiser
    Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)   


KMART: Cott Wins Relief to Recoup $1.7MM Debt Owed by Debtors
-------------------------------------------------------------
After due deliberation, the U.S. Bankruptcy Court for the
Northern District of Illinois grants Cott relief from the
automatic stay to set-off and recoup the sum of $1,698,345
against Kmart Corporation's pre-petition indebtedness to Cott.  
"Kmart will pay Cott, within 10 days of demand to Kmart, the
fact amount of all invoices received by Kmart and related to
post-petition recycling of Kmart product and containers," Judge
Sonderby rules. (Kmart Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KMART CORP: Wins Okay to Reject Agreements with HMG Worldwide
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained Court
authority to reject its prepetition agreements with HMG
effective April 3, 2002.  HMG now has an allowed general
unsecured claim in the amount of $1,800,334.

                         *   *   *

As previously reported, Kmart Corporation and HMG Worldwide are
parties to numerous agreements, wherein HMG agreed to sell to
Kmart certain fixtures, shelving and other products used in
Kmart's in-store displays of merchandise.

Kmart has been purchasing Fixtures from HMG since 1996,
primarily for use in the housewares and footwear sections of
Kmart stores. J. Eric Ivester, Esq., at Skadden, Arps, Slate,
Meagher & Flom, in Chicago, Illinois, relates that Kmart
typically orders Fixtures from HMG for use in new stores, for
existing stores scheduled for refurbishment, and in displays for
new lines of merchandise that will be sold in existing stores.  
Mr. Ivester explains that the majority of these Fixtures are
manufactured specifically for use in Kmart stores, but other
retailers may use some of the Fixtures.

According to Mr. Ivester, Kmart purchases the Fixtures pursuant
to the Agreements.  "The Agreements are comprised of a series of
minimum purchase contracts between Kmart and HMG," Mr. Ivester
says.  Under each Agreement, Mr. Ivester tells the Court that
Kmart agrees to purchase from HMG a specified amount of Fixtures
at a set price over a specified period of time, usually 12
months.  "The Agreements provide that, during such period, Kmart
will, from time to time, submit purchase orders for certain
amounts of the Fixtures specified in such Agreements," Mr.
Ivester says.

If by the end of the time-period, Kmart does not deplete the
inventory of Fixtures requested under the Agreement, Mr. Ivester
relates that Kmart and HMG may negotiate the disposition of the
Fixtures and any changes to the prices of the Fixtures as
required.  On many occasions, Mr. Ivester says, Kmart and HMG
have continued Agreements where Kmart did not deplete all of the
Fixtures in the specified time period.

"The estimated cost to the Debtors of the Fixtures under the
Agreements is $1,800,000," Mr. Ivester reports.  Thus, Mr.
Ivester notes, rejection of the Agreement saves the estates a
considerable amount.

Moreover, the Debtors plan to order Fixtures that are different
from, and less expensive than, those available under the
Agreements.  "The Debtors will need flexibility to order
different fixtures as they pursue the restructuring of their
business," Mr. Ivester explains. (Kmart Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LODGIAN: CCA Asks Court to End IMPAC II & III Exclusive Periods
---------------------------------------------------------------
The Capital Company of America LLC (CCA), asks the Court to
terminate the exclusive periods within which IMPAC Hotels II,
L.L.C. and IMPAC Hotels, III, L.L.C. may file and solicit
acceptances to a plan of reorganization.  CCA also asks the
Court to authorize it to file and solicit acceptances of a
competing plan of reorganization for the IMPAC II and III
debtors.

Andrew A. Kress, Esq., at Kaye Scholer LLP in New York, tells
the Court that IMPAC II and III are borrowers that are required
to operate and be treated separate and apart from the other
Lodgian, Inc. Debtors. In this regard, the Borrowers were not
permitted, and, upon information and belief, did not, guarantee
any of the indebtedness of the other Debtors.  They paid their
respective operating expenses from cash generated only from
their respective operations, and, as set forth in the Cash
Management Motion, a separate cash management system was
utilized for the IMPAC II and III Borrowers in accordance with
the CCA Loan Agreement. As such, and for the reasons more
particularly set forth below, a separate plan of reorganization
for the IMPAC II and III Borrowers is warranted and would not
result in any prejudice to the Debtors.

Mr. Kress points out that the debt structure of the IMPAC II and
III Borrowers is simple. There is a single secured creditor
(i.e. CCA), who the Debtors believe is under-secured and as a
result, there is no equity value in the IMPAC II and III
Borrowers for the Debtors. According to the amended schedules
filed by the IMPAC II and III Borrowers, non-affiliated
unsecured claims are less than $2,400,000 aggregate. Therefore,
it is clear that absent the affirmative vote by CCA as a secured
and unsecured creditor, there can be no impaired class of
creditors who can vote in favor of a plan of reorganization for
the IMPAC II and III Borrowers.

Mr. Kress states that CCA entered into good-faith negotiations
with the Debtors concerning a plan of reorganization for the
IMPAC II and III Borrowers. However, notwithstanding these
discussions, the parties are at an impasse concerning a plan of
reorganization structure which would be acceptable to CCA. In
view of the foregoing, the Court should terminate the exclusive
right of the Borrowers to file a plan to permit CCA to file its
own plan for the IMPAC II and III Borrowers. This is instead of
waiting for the Debtors to propose a plan of reorganization for
the IMPAC II and III Borrowers which, if premised on the
structure proposed by the Debtors, will not be accepted by CCA,
and therefore not capable of confirmation.

The Debtors are the owners and operators of 106 hotels
throughout the United States.  Of these hotels, 101 are wholly
owned, and in four, the Debtors have a fifty-percent or greater
equity interest. The IMPAC II and III Borrowers were former
entities of the Impac Hotel Group, LLC which merged with
Servico, Inc. in December 1998 to form the Debtor entities.

According to Mr. Kress, on March 12, 1997, Impac Hotels II,
L.L.C. entered into a loan agreement with Nomura Asset Capital
Corporation pursuant to which Nomura provided secured mortgage
loans to the borrower. The proceeds were used to finance a
portion of the cost of acquiring, constructing, renovating and
equipping the hotels now owned by said borrower. On October 29,
1997, Impac Hotels III, L.L.C. entered into a loan agreement
with Nomura pursuant to which Nomura provided secured mortgage
loans to the borrower, the proceeds of which were used to
finance a portion of the cost of acquiring, constructing,
renovating and equipping the hotels now owned by said borrower.
Nomura assigned its rights and obligations under these financing
facilities to CCA.

On August 31, 2000, Mr. Kress relates that after the Debtors'
merger of the Impac Hotel Group, LLC with Service, Inc., the
IMPAC II and III Borrowers and CCA entered into the CCA Loan
Agreement.  The agreement had the effect of consolidating and
restating the two separate financing facilities assigned from
Nomura into a single facility. As part of this debt
consolidation and notwithstanding the merger, each of the IMPAC
II and III Debtors was designated as a Special Purpose
Bankruptcy Remote Entity (SPV). As SPVs, each of the CCA
Borrowers remained separate and distinct from the other Debtor
entities, with respect to operating, accounting and financial
matters as mandated under the CCA Loan Agreement.

The articles of organization for each of the IMPAC II and III
Borrowers set forth the aforementioned "separateness covenants"
and specifically requires the Borrowers to comply with the
covenants for so long as amounts are due and owing to CCA by the
Borrowers. Upon information and belief, the IMPAC II and III
Borrowers substantially, if not fully, complied with said
"separateness covenants" prior to the filing of the Chapter 11
cases.

Mr. Kress notes that the cash management system used by the
Debtors prior to the commencement of the Chapter 11 cases, as
set forth in the Cash Management Motion approved by the Court on
December 21, 2001, further reflects the separate distinction
observed by the Debtors regarding the IMPAC II and III
Borrowers. In the first instance, cash generated from the CCA
Hotels are deposited in local depository accounts.  These
accounts are the subject of blocked account agreements among the
depository bank, the IMPAC II and III Borrowers and CCA. Funds
are then transferred and concentrated at LaSalle Bank, N.A.,
which accounts are also subject to a blocked account agreement
among the CCA Borrowers, LaSalle Bank, N.A. and CCA. It is at
LaSalle Bank, N.A. where reserve sub-accounts are established
for debt service, capital expenditures, insurance premiums and
taxes.

As of the Filing Date, Mr. Kress informs the Court that the
IMPAC II and III Borrowers were indebted to CCA in the amount of
approximately $109,000,000. Pursuant to the CCA Loan Agreement,
dated August 31, 2000, the CCA Loan was secured by:

A) a first mortgage/deed of trust on each of the CCA Hotels
   owned by the IMPAC II and III Borrowers,

B) an assignment of leases and rents with respect to each of the
   CCA Hotels,

C) a security interest in and lien on all personal property
   located at the CCA Hotels, and

D) an assignment of agreements, licenses, permits and contracts
   from each of the CCA Borrowers.

In addition, a portion of the CCA Loan was guaranteed by Lodgian
and Impac Hotel Group, LLC. CCA properly perfected the
mortgages, security interests, liens, assignments and/or deeds
of trust granted by the IMPAC II and III Borrowers.  Therefore,
CCA has a first perfected mortgage, security interest, lien,
assignment and/or deed of trust in and on substantially all of
the assets of the IMPAC II and III Borrowers, including, but not
limited to all revenue generated by the CCA Hotels subsequent to
the Filing Date.

According to the amended schedules recently filed by IMPAC
Hotels II LLC with the Court, Mr. Kress avers that the unsecured
creditors are listed in the approximate amount of $37,817,019.
Of this amount, approximately $35,842,606 is listed as inter-
company debt owed to the "parent and/or the management company."
Therefore, the aggregate unsecured claims against IMPAC Hotels
II LLC held by creditors unrelated to the Debtors is
approximately $1,974,413. According to the amended schedules
recently filed by IMPAC Hotels III, LLC with the Court,
unsecured creditors are listed in the approximate amount of
$28,666,426. Of this amount, approximately $28,309,959 is listed
as inter-company debt owed to "the parent and/or the management
company." Therefore, the aggregate unsecured claims against
IMPAC Hotels III, LLC held by creditors unrelated to the Debtors
is approximately $356,467.

In short, Mr. Kress concludes that as asserted by the CCA
Borrowers in their Amended Summary of Schedules recently filed
with the Court, CCA's aggregate unsecured claim against the CCA
Borrowers would exceed the aggregate unsecured claims held
against the CCA Borrowers by all other unsecured creditors
unrelated to the Debtors by an amount in excess of $60,000,000.

Mr. Kress accords that CCA met with representatives of the
Debtors to discuss the Debtors' proposed reorganization plan
structure only to discover that the plan structure proposed was
entirely unsatisfactory. Settlement negotiations ensued because
of CCA's desire to reach consensus on the fundamental aspects of
the structure proposed by the Debtors. However, the substantive
details of the settlement discussions are protected by the
Federal Rules of Evidence. Therefore, the undersigned counsel
for CCA is not at liberty to disclose any such details. Suffice
it to say that CCA conducted settlement negotiations in good-
faith, offered a plan proposal, and used its best efforts to
achieve an amicable resolution. Yet despite CCA's efforts, the
parties are at a fundamental impasse that cannot be resolved
with further settlement negotiations. Indeed, the parties have
exhausted any possibility of reaching a consensus on this
matter.  This has led CCA to file the present Motion.

Mr. Kress submits that CCA has a strong interest in quickly
developing a confirmable plan for the CCA Borrowers and
ultimately proceeding to confirmation. In broad strokes, the
plan CCA would propose would be predicated upon an auction sale
of the Hotels. Although the value of the CCA Hotels do not
exceed the amount due and owing to CCA and therefore, as a
technical matter, unsecured creditors of the IMPAC II and III
Borrowers would not be entitled to any distribution, the CCA
plan proposal would, depending on the allowed amount of
administrative expenses and priority claims, provide for a
recovery for the unsecured creditors not affiliated with the
Debtors. (Lodgian Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MARKLAND TECHNOLOGIES: Enters Debt Workout Agreement with Lender
----------------------------------------------------------------
Markland Technologies, Inc. (OTC Bulletin Board: MKLD) announced
that in response to a notice of default it received on May 28,
2002 from its senior secured lender, the Company, its subsidiary
Vidikron of America, Inc. and the Lender entered into a debt
restructuring agreement on June 4, 2002 that provided for, among
other things, the Company to transfer to the Lender all of the
issued and outstanding common stock of Vidikron which had
partially secured its indebtedness to the Lender, and an
extension of the maturity date of the remaining $4,163,300 of
debt owed by the Company to the Lender as of June 4, 2002 to
December 31, 2002 with interest on the unpaid balance accruing
at 6% per annum. In connection with the debt restructuring the
Lender retained its liens on both certain Company assets and
Vidikron assets previously pledged to the Lender to secure the
debt and the Lender agreed to defer taking any foreclosure
action on any of the pledged assets at this time.

As a result of the aforementioned transfer of the Vidikron stock
to the Lender the Company no longer retains any operating
subsidiary or currently has any operations other than certain
administrative functions necessary to maintain its corporate
existence.


METALS USA: Court Okays DKW Capital as Marketing Advisors
---------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates secured the Court's
permission to employ and retain the consulting firm of DKW
Capital Markets LLC as marketing advisors, nunc pro tunc to
April 24, 2002, to help in the Company's efforts to sell non-
core assets by August 2002.

The Debtors issued a press release on April 5, 2002 announcing
that they intend to sell 11 non-core business units in
connection with their plan to streamline operations. The Debtors
seek to hire DKW to help them market the said non-core
businesses.

DKW will provide marketing and related consulting service sales
of Debtors non-core assets in the course of these Chapter 11
cases, including:

A. Revising and updating the Confidential Offering Memoranda;

B. Developing a list of suitable potential buyers for each
     business;

C. Coordinating the execution of confidentiality agreements for
     potential buyers;

D. Coordinating the processing and responses to all due
     diligence questions from potential buyers and organizing
     the due diligence process;

E. Assisting in coordinating site visits and developing
     appropriate presentations;

F. Soliciting competitive offers from potential buyers;

G. Reviewing, analyzing and ranking offers from potential
     buyers; and

H. Assisting in facilitating the transaction through closing.

The Debtors will be paying DKW up to $350,000 in fees for the
engagement. In the event that the Debtors' sales have not been
completed but the fees incurred by DKW are already near the
threshold, DKW will confer with Debtors and, after the Debtors'
approval, will submit to the Bankruptcy Court a supplemental
motion outlining the additional estimated fees required to
complete the engagement.

DKW will also be applying for allowances of compensation and
reimbursement of expenses for marketing and consulting services.
The professionals at DKW will also be paid these customary
hourly rates:

                  Principal                    $275
                  Senior Associate Principal   $225
                  Associate Principal          $195
                  Administrative Assistant      $75
(Metals USA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


METROCALL INC: Seeks to Hire Schulte Roth as Bankruptcy Counsel
---------------------------------------------------------------
Metrocall, Inc. and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Schulte Roth & Zabel LLP as their bankruptcy counsel.

As general counsel, Schulte Roth is expected to render legal
advice to the Debtors with respect to general corporate
government, tax, employment, litigation and other related issues
and bankruptcy related matters, including:

     a) legal advice to the Debtors in respect of their powers
        and duties as debtors-in-possession;

     b) rendering assistance and advice, and representing the
        Debtors with respect to the administration of these
        cases and oversight of the Debtors' affairs, including
        all issues arising from or impacting the Debtors or
        these cases;

     c) taking all necessary action to protect and preserve the
        Debtors' estates during the administration of their
        cases, including the prosecution of actions by the
        Debtors, defense of actions commenced against the
        Debtors, and negotiation of, and objection to, where
        necessary, claims filed against the estates;

     d) assisting the Debtors in maximizing the value of their      
        assets for the benefit of all creditors, including
        effectuating a closing of the Restructure Agreement;

     e) pursuing confirmation of a plan of reorganization and
        approval of an associated disclosure statement;

     f) preparing on behalf of the Debtors all necessary
        applications, motions, answers, orders, reports and
        other legal pleadings;

     g) appearing in Court and representing the interest of the
        Debtors; and

     h) performing all other legal services for the Debtors
        which are appropriate, necessary and proper in these
        chapter 11 proceedings.

The Debtors agree to pay Schulte Roth at its customary hourly
rates, which are:

          Partners                        $450 to $675
          Special Counsel and Of Counsel          $425
          Associates                      $190 to $400
          Paralegals                       $90 to $215

The professionals who will be principally designated to handle
these cases and their standard hourly rates are:

          Jeffrey S. Sabin          $600
          James M. Peck             $600
          David Jensen              $320
          Gabriela S. Corde         $280
          Don Kick                  $140
          Mildred Stewart           $140
          Andre Weiss               $600
          Kimberly Monroe           $340
          Kurt F. Rosell            $550
          Ronald E. Richman         $550
          Adam E. Faber             $360
          Harry S. Davis            $480
          Helen Lloyd-Davies        $360

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


NTL INC: Court to Consider Disclosure Statement on July 12, 2002
----------------------------------------------------------------
NTL Incorporated (OTC BB: NTLDE) announced on 8 May 2002 that it
had filed its previously announced Chapter 11 "prearranged" plan
of reorganization under U.S. law. As set forth in its plan of
reorganization, the Company, a steering committee of lending
banks and an unofficial committee of its public bondholders
(holding over 50% of the face value of NTL and its subsidiaries'
public bonds) have reached an agreement in principle on
implementing the terms of the recapitalization plan to
strengthen the company's balance sheet, reduce debt and put an
appropriate capital structure in place for the business. In
addition, France Telecom and another significant holder of the
company's preferred stock have also agreed to the plan.

On 24 May 2002, NTL filed an amended plan of reorganization and
a disclosure statement. The court has set 12 July 2002 as a
hearing date to consider approval of the disclosure statement.

As previously announced, under the proposed recapitalization
plan, approximately $10.9 billion in debt will be converted to
equity in two reorganized companies - NTL UK and Ireland and NTL
Euroco. In addition, NTL has received from certain members of
the bondholder group a commitment of up to $500 million in new
financing for the company's UK and Ireland operations during the
recapitalization process, subject to final approval by the
court. This new financing will further ensure that we have
access to sufficient liquidity to continue ordinary operations.

                       Business Review

NTL continues to concentrate on delivering solid operational
results against the challenging backdrop of the recapitalization
process and a negative climate for competitive telecoms overall.
During the first quarter of 2002, NTL successfully maintained a
'business as usual' approach with existing and potential
customers, NTL associates and suppliers.

Revenues of 627 million pounds ($894M) and EBITDA of 172 million
pounds ($246M) from continuing operations represent increases of
7% and 107%, respectively, compared to the first quarter of
2001.

NTL Home

NTL Home's first quarter results from continuing operations
included revenues of 340 million pounds ($485M) and EBITDA of
134 million pounds ($191M), increases of 7% and 68%,
respectively, over the same period last year. Revenue growth in
NTL Home was driven by the take up of broadband and digital
services and price increases. Recently, this growth has been
partially offset by the reduction of our sales activity which
has been scaled back during the recapitalization process.
Furthermore, first quarter average revenues are historically
lower than fourth quarter average revenues due to seasonal
factors.

Margin improvement has been achieved through the reduction of
direct costs for television programming and telephony
interconnect and operating expenses. On an annualized basis
network operating expenses and selling, general and
administrative expenses in the first quarter were approximately
170 million pounds ($242M) lower than the comparable period last
year.

NTL ended the quarter with approximately 2.8 million on-net
customers, 108,000 off-net customers and 5.6 million service
units. During the recapitalization process, we continue to focus
on improving the quality of the customer experience, the
provision of broadband services and the reduction of costs.

Monthly ARPU (average revenue per unit) was 40.07 pounds for the
quarter, an increase of 3.07 pounds per month as compared to Q1
2001. The increase in ARPU was a result of the combination of
successful upsell efforts for digital cable and broadband
products and price increases. The decline in ARPU as compared to
Q4 2001 was as seasonally expected and also reflects lower
installation revenues.

NTL has made substantial progress in the take up of its
broadband Internet products, establishing itself as the UK's
market leader in broadband Internet services with over 250,000
customers today. As OFTEL recently reported, the UK now has over
half a million high-speed broadband connections, and NTL
estimates that over 70% of broadband homes use a cable modem.
Demand is also growing for NTL's unique premium 1-megabit
service that was launched in March 2002, with nearly 4,000
customers now taking the super-high-speed service.

Its focus on customer service has produced significantly
improved results in the quarter; churn has declined to 17.9% in
Q1 from 21.3% in Q4 2001. Other key performance indicators for
telephone answering and fault reductions continue to improve
throughout the regions.

The company will continue to enhance its customer proposition
throughout 2002. On 29 May, the company successfully launched an
enhanced version of our digital TV service through the addition
of 25 new TV channels and 17 new radio channels, and a
simplified channel-pricing plan. NTL Home will also be enhancing
its interactive TV service through the summer, beginning with
improved functionality for our broadcast of the World Cup.

NTL Business

NTL Business' Q1 2002 revenues increased 10% to 151 million
pounds ($215M) as compared to Q1 2001, and EBITDA increased to
56 million pounds ($80M), up 37% from Q1 2001. The
recapitalization process and the general climate for competitive
telecoms service providers has had a more significant impact on
NTL's Business revenues than on those of either NTL Home or NTL
Broadcast. Nevertheless, the financial performance of NTL
Business has improved through tight control of direct costs and
operating expenses.

As of 31 March, NTL Business delivered voice, data and Internet
services via our high capacity local and national networks to
78,000 customers, an increase of 1,000 customers from the same
period in 2001. The average number of lines per customer is 5.1,
an increase of 0.4 lines per customer since Q1 2001.

NTL Business is divided into three divisions: Retail, Managed
Network Services and Carrier Services.

The Retail division targets small businesses, public sector
organizations and other medium sized businesses, and develops
standardized bundled products and services targeted at the
570,000 business premises in our local network that are within
approximately 200 meters of an existing duct. Our competitive
advantage lies not just in our attractive product range, but
also derives from our local loop infrastructure and our ability
to offer broadband services.

Managed Network Services capitalizes on NTL's long history of
providing specialized integrated communications solutions. MNS
installs and operates complex communications networks for larger
companies and institutions and includes wholesale Internet,
Public Safety, Enterprise, and Mobile operations.

Even in the current climate, NTL Business continues to win
significant contracts. In MNS, NTL was awarded a three year, 15
million pounds ($21M) contract by the Thames Valley Police
consortium to provide digital migration and managed services for
a total of five police forces: Thames Valley, Cambridgeshire,
Bedfordshire, Hertfordshire and Dorset.

Its carrier services division offers wholesale capacity and
interconnect services over its local, national and international
facilities.

NTL Broadcast

NTL Broadcast's first quarter results from continuing operations
included revenues of 49 million pounds ($70M) and EBITDA of 25
million pounds ($36M) representing growth of 4% and 9%,
respectively, from the same period last year.

On 22 February 2002, NTL announced an agreement to sell the NTL
Australian broadcast business to Macquarie Communications
Infrastructure Holding Pty Limited for A$850 million ($448M) in
an all cash transaction which closed on 2 April 2002.
Comparative results throughout this release have been restated
to reflect the presentation of NTL Australia as a discontinued
operation.

NTL Broadcast now comprises two main businesses: (1) broadcast
transmission services for digital and analogue television and
radio; satellite and media services for programmers, news
agencies, sports broadcasters and production companies including
satellite uplink, studio playout and outside broadcast services
(Media Solutions) and (2) rental of antenna space on the
Company's owned and leased towers and sites and the provision of
associated services to a variety of carriers operating wireless
networks (Wireless Solutions).

In March 2002, NTL Broadcast won a 40 million pounds ($57M),
ten-year contract renewal to continue transmission of the S4C
television channel across Wales.

Having already passed the 200-channel milestone our satellite
services business continues to grow. In the first quarter, NTL's
satellite uplinking services signed contracts with channel
providers amounting to over 1 million pounds per annum in
revenue including three-year deals with ESPN and Zee TV.

NTL Broadcast has won further digital radio orders from Score
Digital covering two areas in Scotland (Ayrshire and
Dundee/Perth). The 'design & build' contract, requiring no
capital investment by NTL, was combined with a 12-year
maintenance agreement.

Wireless Solutions continues to perform well in its core
activity of providing shared sites and installation services to
the mobile communications industry as demand for radio sites
continues to be steady.

TV Programming

Revenue for NTL's TV programming subsidiary in Q1 2002 of 7
million pounds ($10M) represents a 40% increase from Q1 2001.
Losses attributable to Classic Sport have been reduced,
resulting in EBITDA for Q1 of -2 million pounds (-$3M) a 33%
improvement over Q1 2001.

Shared Services

Shared services costs of 62 million pounds ($88M) in Q1 2002
declined by 16% as compared to Q1 2001, as a result of cost
reduction and efficiency improvements in Networks, IT, Finance
and HR.

Capital Expenditure - UK

UK capital expenditure from continuing operations was 101
million pounds ($144M) in the first quarter 2002, a reduction of
approximately 60% compared with the fourth quarter 2001. Capital
spending has been reduced by focusing customer acquisitions on
high value, "low capex customers" (i.e., pre-wired homes, triple
play customers, on-net buildings etc), virtually eliminating all
discretionary spend and implementing only currently contracted
spending commitments.

NTL Europe

NTL Europe's first quarter results from continuing operations
included revenues of 80 million pounds ($114M), a 3% increase
from Q1 2001, and EBITDA of 21 million pounds ($30M), a 31%
increase from Q1 2001. 6 NTL Europe currently consists of wholly
owned Cablecom (Switzerland), and NTL Ireland (Cablelink), as
well as equity investments in B2 in Sweden (34%), Noos in France
(27%) and iesy (formerly known as eKabel) in Germany (32.5%).
Under the proposed terms of the recapitalization plan, NTL's
investment in Noos will be transferred to France Telecom and NTL
Ireland will become part of the new NTL UK and Ireland company.

Cablecom

Continuing focus on operating efficiencies and return on
investment were the priority throughout the European franchises
for Q1 2002. At Cablecom, the EBITDA margin increased from 22%
in Q1 2001 to 27% in Q1 2002. The EBITDA improvement is a result
of increased focus on a profitable revenue mix, as well as the
impact of Q4 2001 redundancy and cost reduction programs.
Consumer and business services continued to show strong growth,
while retail and third party engineering businesses were weaker
in both revenue and EBITDA caused by lower consumer spending and
the reduced market for network upgrades respectively.

Consumer services growth was a result of increased subscriber
numbers and upselling new services to customers. During the
first quarter, Cablecom increased its broadband customer base to
84,500 and its digital TV customers to approximately 54,000.

In May 2002, in conjunction with NTL's recapitalization plan,
the banking syndicate for Cablecom agreed a plan for the
continued funding of Cablecom until 30 April 2003, which may be
extended by the relevant banks to 31 December 2003. In addition,
the agreement reached with the banking syndicate requires NTL to
engage UBS Warburg by 31 August 2002 to advise in connection
with an outside investment in or sale of all or part of the
Cablecom group.

NTL Ireland

NTL Ireland has successfully achieved its major objective of
making its digital television service available to over 85% of
its networks in Dublin, Galway and Waterford.

In addition, penetration has reached almost 20% in the initial
target area for the cable modem trial that commenced late last
year. This is particularly encouraging given that total Internet
penetration in this area is estimated at 35%.

Capital Expenditure

Capital expenditure at NTL Europe from continuing operations
amounted to 14 million pounds ($20M) for Q1 2002, a reduction of
over 60% compared with Q4 2001. Capital expenditure was
primarily related to customer premise equipment as well as
network and in-home wiring upgrades for delivery of broadband
and digital services. As of 30 March 2002, Cablecom had upgraded
over 83% of its network backbone and over 1 million homes are
two-way digital ready. Although capital expenditure is expected
to increase through the end of the year, we expect a continued
focus on success-based capital expenditure to reduce total 2002
capital expenditure as compared to 2001.

Equity Investments

iesy, NTL Europe's 32.5% owned asset in Germany, is focusing on
the expansion of its cable network in Hessen to provide
broadband cable modem services initially, and later digital
television.

B2, NTL Europe's 34% owned asset in Sweden, increased its fiber
to the home subscribers by 15% over Q4 2001, ending the first
quarter with approximately 80,000 customers and with penetration
of over 36% of homes marketed.

Noos, NTL Europe's 27% owned asset in France, ended Q1 2002 with
105,000 cable modem subscribers and 348,000 digital TV
subscribers. These results reflect the contribution of the NTL
1G Networks assets to Noos in November 2001.

Other Q1 Developments

NTL Incorporated and certain of its officers have been named as
defendants in a number of purported securities class action
lawsuits. The complaints in those cases generally allege that
NTL failed to accurately disclose its financial condition,
finances and future prospects in press releases and other
communications with investors prior to filing its Chapter 11
case in federal court.

DebtTraders reports that NTL Incorporated's 11.875% bonds due
2010 (NLI4) are quoted at 42. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=NLI4


NAPSTER INC: UST Will Convene Creditors' Meeting on July 11
-----------------------------------------------------------
The United States Trustee will convene a meeting of Napster,
Inc.'s creditors on July 11, 2002 at 10:00 a.m., at the U.S.
District Court, 844 King St., Room 2112, Wilmington, Delaware.  
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Napster, Inc. and its debtor-affiliates own and operate the
peer-to-peer music service known as Napster. The Napster service
has provided music enthusiasts with an easy-to-use, high quality
service for finding and discovering music and communicating
their interests with other members of the Napster community. The
Company filed for chapter 11 protection on June 6, 2002. Daniel
J. DeFranceschi, Esq., Russell C. Silberglied, Esq. at Richards,
Layton & Finger and Richard M. Cieri, Esq., Michelle Morgan
Harner, Esq. at Jones, Day, Reavis & Pogue represent the Debtors
in their restructuring efforts. When the Company filed for
protection from its creditors, it listed debts of more than $100
million.


NATIONAL STEEL: NUFIC Proceeding with Action Against Debtors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
Court amends its previous order and rules that the automatic
stay is lifted for the purpose of allowing National Union Fire
Insurance Company of Pittsburgh, Pennsylvania to proceed with
the declaratory action against National Steel Corporation and
its debtor-affiliates.  Nation Union wants to determine the
Debtors' potential fractional interest in a $1,000,000 insurance
policy that may have to be divided between parties with more
than $12,000,000 in claims.  Judge Squires further rules that
the previous order is vacated.

                         *   *   *

As previously reported, National Union Fire Insurance Company of
Pittsburgh, Pennsylvania sought relief from the automatic stay
to proceed with its action for declaratory judgment against
National Steel Corporation in the Circuit Court of Cook County,
Illinois, County Department, Chancery Division.

Michael L. Foran, Esq., at Foran Glennon Palandech & Ponzi, in
Chicago, Illinois, related that a fire damaged a property of the
Debtors, which was stored at a facility in Davenport, Iowa.  The
facility was operated by Alternative Distribution Systems, Inc.
and Roll & Hold Warehouse & Distribution Corp.  As a result of
the loss, the Debtors made a claim on Alternative Distribution's
insurer -- National Union.  In response, National Union filed a
declaratory judgment action seeking a declaration regarding the
rights of various claimants and potential claimants.  "National
Union's policy has a $1,000,000 limit," Mr. Foran stated.
However, the value of the property damaged by the fire has been
estimated in excess of $12,000,000.

Judge Bernetta D. Bush of Cook County entered a judgment on the
pleadings against National Union regarding the coverage afforded
by its policy of insurance.  Ruling has been deferred on the
allocation of funds to the various claimants in the declaratory
action until all parties are before the Court.  Mr. Foran
enumerated the claimants as:

    -- Alternative Distribution Systems Inc.,
    -- Roll & Hold Warehousing & Distribution Corporation,
    -- National Steel Corporation,
    -- Bethlehem Steel Corporation,
    -- Southwestern Ohio Steel Inc.,
    -- United States Steel Corporation,
    -- AK Steel Corporation,
    -- Ryerson Tull Inc.,
    -- LTV Steel Company,
    -- Lion Industries Inc.,
    -- Pittsburgh Canfield Corporation,
    -- Nicholls Aluminum-Golden Inc., and
    -- Three I Truck Line Inc.

National Union sought a declaratory judgment regarding the
rights of the claimants under the policy of insurance it issued
to Alternative Distribution.  Mr. Foran explained that although
insurance policies are considered properties of the estates,
"contract claims regarding insurance contracts do not become
core simply because they involve property of the estate [sic]."  
The contract between Alternative Distribution and the Debtors
was entered into before the Debtors filed for bankruptcy.  Thus,
Mr. Foran asserted:

  (i) a dispute arising from a pre-petition contract is not
      rendered core simply because the cause of action arose
      after the petition;

(ii) with regards to the potential prejudice to the Debtors, a
      declaratory judgment regarding the scope of insurance
      coverage does not affect the reorganization of the
      bankrupt estate and is therefore independent of the
      reorganization. (National Steel Bankruptcy News, Issue No.
      9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NET2000 COMMS: Trustee Hires Adelman Lavine as Attorneys
--------------------------------------------------------
Michael B. Joseph, the trustee overseeing the liquidation of
Net2000 Communications, Inc., seeks to employ Adelman Lavine
Gold and Levin, a Professional Corporation, as his attorneys.  
The Trustee tells the Court that he chooses to employ Adelman
Lavine because of the firm's extensive experience and knowledge
in the field of debtors' and creditors' rights, and believes
that Adelman Lavine is well qualified to represent him in this
chapter 7 case.

Adelman Lavine will:

     a) provide legal advice with respect to the Trustee's
        powers and duties with respect to the management of
        property of the Estate;

     b) take necessary action to protect and preserve the
        Trustee's Estate, including the prosecution of actions
        on behalf of the Estate and the defense of actions
        commenced against the Estate;

     c) prepare, present and respond to, on behalf of the
        Trustee, necessary applications, motions, answers,
        orders, reports and other legal papers in connection
        with the administration of the Estate in this case;

     d) perform any other legal services for the Trustee, in
        connection with this chapter 7 case, except those
        requiring specialized expertise which Adelman Lavine is
        not qualified to render and for which special counsel
        will be retained.

Adelman Lavine will charge the Trustee for its legal services on
an hourly basis in accordance with its ordinary and customary
rates:

          Shareholders          $305 - $390
          Associates            $130 - $295
          Legal Assistants      $105 - $120

Net2000 Communications, Inc., providers of state-of-the-art
broadband telecommunications services to high-end customers,
filed for chapter 11 protection on November 16, 2001. Michael G.
Wilson, Esq. and Jason w. Harbour, Esq. at Morris, Nichols,
Arsht & Tunnell represent the Debtors as they wind up their
operations. When the Company filed for protection from its
creditors, it listed $256,786,000 in assets and $170,588,000 in
debts.


NEXTEL COMMS: CFO Says Company On-Track to Achieve $2.5B EBITDA
---------------------------------------------------------------
Nextel Communications, Inc., (NASDAQ:NXTL) confirmed that the
company is on-track to meet its 2002 guidance of at least $2.5
billion in EBITDA (earnings before interest, taxes,
restructuring and other charges, depreciation and amortization)
and approximately 2 million new subscribers from domestic
operations.

"Nextel is executing on its business plans and posting strong
operating results," said Paul Saleh, Nextel's executive vice
president and CFO. "Recent strength in monthly revenue, coupled
with solid subscriber additions, is driving excellent top-line
growth in our business. Our average monthly service revenue is
tracking ahead of expectations for the quarter. Furthermore, we
are achieving greater operating efficiencies yielding strong
EBITDA growth and margin improvement. If these trends continue
Nextel will likely exceed our expectations for 2002."

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

                         *   *   *

As reported in the March 21, 2002 edition of Troubled Company
Reporter, Fitch Ratings changed the Rating Outlook on Nextel
Communications Inc. to Negative from Stable. The Negative Rating
Outlook applies to Nextel's senior unsecured note rating of
'B+', the senior secured bank facility of 'BB' and the preferred
stock rating of 'B-'.

The Negative Rating Outlook reflects Fitch's concern of Nextel
fully executing its strategic objectives in 2002/2003 and
accelerating its operational performance improvement to meet
several challenges. While current financial and operating
performance is encouraging, the company must make steady
progress toward free cash flow positive by early 2004. This is
especially important due to a rapidly increasing debt service
beginning in 2003 that could put pressure on liquidity absent
strong cash flow progress. The company should also consider debt
pay-down as a priority as a means to enhance cash flow and
improve overall credit quality. Additional challenges for the
company include capital expenditure reductions without affecting
service quality, the competitive wireless pricing environment
and quarterly EBITDA requirements associated with its bank
convenants. These concerns are partially mitigated by Nextel's
adequate near-term liquidity position, which reflects $3.5
billion in cash at the end of 2001 and $1.5 billion remaining on
its bank facility, a unique and differentiated offering to
moderate pressure on ARPU and a high quality subscriber base.

Nextel Communications' 12% bonds due 2008 (NEXCOM4), says
DebtTraders, are trading at about 75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NEXCOM4for  
real-time bond pricing.


PACIFIC GAS: Committee's Report Comparing PG&E and CPUC Plans
-------------------------------------------------------------
The Court has authorized the Official Committee of Unsecured
Creditors to include its Report and Recommendations concerning
the competing plans of reorganization for Pacific Gas and
Electric Company in the Solicitation Package that will soon be
mailed to Pacific Gas' creditors. Bankruptcy Rule 3017(d)
describes the materials that must be transmitted to creditors
and the United States Trustee after approval of a disclosure
statement.  Subsection 30l7(d)(4), authorizes the Court to
direct the inclusion of additional information, such as the
Committee's Report.

The Committee, assisted by its legal counsel, Milbank, Tweed,
Hadley & MeCloy LLP, its financial adviser,
PricewaterhouseCoopers LLP, and its investment banker, Saybrook
Capital LLC, represents the interests of over 10,000 creditors
of PG&E holding unsecured claims.  These claims are in excess of
$5 billion out of a total of over $13.5 billion in claims. The
Committee is designed to act as the voice of the general
unsecured creditor body in the Case.

Having been instrumental in crafting, modifying, and analyzing
each of the Plans pursuant to Section 1103 of the Bankruptcy
Code, the Committee believes that inclusion of its Report in the
Solicitation Package is in the best interests of the unsecured
creditors of PG&E.

Where competing plans are proposed and more than one plan is
found that can meet the Bankruptcy Code plan confirmation
requirements, the Bankruptcy Code provides that the Bankruptcy
Court must consider the preferences of creditors and equity
security holders in determining which plan to confirm.

According to the Committee, the analysis is designed to give the
creditors a clear picture of what to expect before and after the
hypothetical confirmation of the plan proposed by the PG&E
Proponents and that proposed by the CPUC respectively.

The Report contains, inter alia, a table comparing the
attributes and risks inherent in each of the Plans, a side-by-
side breakdown of the sources of funds under each Plan, and then
the Committee's recommendations to creditors regarding voting
and Plan preferences.

The Committee did not request a ruling with regard to, and the
Court has not ruled upon, the adequacy of the information in the
Report.

The PG&E Plan and CPUC Plan each classifies the majority of
general unsecured claims in Class 5. However, general unsecured
claims also appear in each of the plans in Classes 4e, 4f, 4g,
6, 7, 8, 9, 11 and 12. The Committee reminds creditors that its
report describes the treatment of allowed unsecured claims under
the two plans in a general manner.  This description may not
apply to all of the creditor Classes in Classes 4e, 4f, 4g, 6,
7, 8, 9, 11 and 12. The Committee reminds creditors to carefully
review each of the plans and disclosure statements to determine
the specific classification of their claims, and to the extent
their claims are not included in Class 5, to determine precisely
the proposed treatment for their claims under each of the Plans.

The Committee's Report and Recommendations relates:

                           The PG&E Plan

   (1) The PG&E Plan, in General Terms

The PG&E Plan, developed with the assistance and support of the
Committee, provides for both an Organizational Restructuring
through the disaggregation of PG&E into four separate companies.
The Plan also provides for a Financial Restructuring of PG&E via
the satisfaction of approximately $13.6 billion in allowed
creditor claims.

With respect to the organizational restructuring, the PG&E Plan
proposes to split PG&E into four separate companies: a
distribution company (the Reorganized Debtor), an electricity
transmission company (ETrans), a gas transmission company
(GTrans), and an electricity generating company (Gen). The
Reorganized Debtor would be regulated by CPUC, while ETrans,
GTrans and Gen would be largely regulated by the Federal Energy
Regulatory Commission (FERC). The implementation is based on
principles of implied federal preemption of certain State of
California laws and regulations pursuant to the Bankruptcy Code.
The disclosure statement that accompanies the PG&E Plan
describes in greater detail the rationale for this
disaggregation, including providing PG&E with a greater ability
to borrow the funds necessary to pay creditors. (See prior
entries at [00299] and [00298] which, in brief terms, indicate
that the disaggregation together with the attendant shift in
regulatory oversight is necessary for obtaining investment grade
credit rating for borrowing money for the reorganization, and
implied preemption is necessary to effect the disaggregation.)

With respect to PG&E's proposed financial restructuring, PG&E
estimates that, as of December 31, 2002, it will have $3.6
billion in cash on hand available to pay creditor claims.  The
balance of PG&E Plan distributions will be funded through:

*  $5.4 billion in cash proceeds from the sale of new notes to
   be issued under the PG&E Plan;

*  $2.7 billion in notes distributed to certain creditors in
   satisfaction of their allowed claims ($2.4 billion of this
   are to be distributed to general unsecured creditors in
   satisfaction of approximately 40% of their allowed claims);

*  $345 million of refinanced debt to be issued to certain
   creditors; and

*  $1.2 billion of existing debt and preferred equity to be
   reinstated pursuant to the PG&E Plan.

The PG&E Plan also contemplates:

*  working capital facilities and letters of credit that will
   support working capital needs;

*  a FERC-approved bilateral agreement between Gen and the
   reorganized Debtor for the sale by Gen of its power
   generation output to the Reorganized Debtor; and

*  deferral of assumption by the reorganized Debtor of the Net
   Open Position until it can be assured of investment grade
   credit status post-assumption. The "Net Open Position" is the
   energy demand of PG&E customers in excess of the amount of
   energy generated by or under contract to PG&E.

As the above list shows, two major sources of distributions to
be made under the PG&E Plan hinge on the credit-worthiness of
PG&E on emergence from bankruptcy.  These sources are (i) the
$5.4 billion of cash proceeds from the sale of new notes to fund
cash distributions under the PG&E Plan, and (ii) the $2.7
billion in new notes to be issued to creditors with the
intention and expectation that the notes trade at par, and may
be sold by creditors for cash in the face amount of the notes
promptly after the effective date of the PG&E Plan (anticipated
to be in Spring 2003). PG&E's ability to achieve investment
grade credit status is a critical prerequisite to the successful
implementation of the PG&E Plan and the payment of creditors
under the plan.

The Committee has been advised and believes that preliminary
responses from Standard Poor's (S&P) and Moody's Investor
Service, Inc. have been favorable.  These indicate that the four
new companies that would issue the new securities under the PG&E
Plan may successfully obtain investment grade credit status. The
PG&E Disclosure Statement states that "At the Confirmation Date,
Lehman Brothers will deliver . . . a 'highly confident' letter
as to its ability to successfully market a sufficient amount of
new debt for cash as will be necessary (together with other
available cash) to make the anticipated cash distributions
called for under the PG&E Plan."

   (2) Treatment of Allowed General Unsecured Claims

The PG&E Plan classifies general unsecured claims in Class 5.
PG&E estimates that allowed Class 5 claims will total
approximately $4.6 billion.

In general terms, Class 5 claims will be satisfied as follows:

(a) pursuant to prior order of the Bankruptcy Court, on May 6,
    PG&E made pre-confirmation cash payments of accrued, but
    unpaid Prepetition Date accrued Postpetition Date interest
    through February 28, 2002;

(b) interest accruing after that date will be paid in full in
    cash either monthly or quarterly through the PG&E Plan
    Effective Date;

(c) 60% of the allowed claim amounts will be paid in cash on the
    PG&E Plan Effective Date; and

(d) the remaining 40% of the allowed claim amounts will be
    satisfied through the issuance on the PG&E Plan Effective
    Date of debt securities that are anticipated to freely trade
    at par (assuming investment grade status for PG&E).  This
    should enable those creditors who so choose to sell their
    notes and thereby cash out their claims.

This treatment also will be provided because of the portion of
claims that remain disputed as of the PG&E Plan Effective Date
upon the subsequent allowance of the disputed claims.

Because the PG&E Plan requires that Class 5 creditors take debt
securities in partial satisfaction of their claims, PG&E
proposed to pay Class 5 creditors a placement fee of
approximately $67 million in the aggregate, to be shared pro
rata within the Class and with certain other Classes of
unsecured creditors. If the PG&E Plan does not become effective
by the dates set forth below, then the PG&E Plan will also pay
interest on certain unsecured claims at a stepped-up rate of
37.5 basis points, cumulative, over the base rates on each of
the following dates: February 15, 2003, September 15,2003 and
March 15, 2004.

   (3) Uncertainties Surrounding PG&E Plan

(a) Disaggregation And Regulatory Approvals

    Opposition from the State and the CPUC to the proposed
    diaggregation gives rise to uncertainties, with respect to
    the confirmability and prompt implementation of the PG&E
    Plan.

    For example, the CPUC and others have notified the
    Proponents that it will object to confirmation of the PG&E
    Plan on grounds, among others, that:

   -- the PG&E Plan is not proposed in "good faith" as required
      by Section 1l29(a)(3) of the Bankruptcy Code because it is
      conceived to escape State regulation;

   -- the PG&E Plan is not feasible as required by Section
      1129(a)(ll) of the Bankruptcy Code because, among other
      things, the contemplated disaggregation depends upon
      implied preemption of certain State laws under Section
      1123(a), the conditions for this preemption the PG&E Plan
      is unable to satisfy; and

   -- the PG&E Plan violates Section 1129(a)(6) because the
      disaggregation and consequent FERC approval of the
      bilateral supply contract give rise to a de facto
      "disguised rate increase" without CPUC approval.

   In addition, various aspects of the formation of the new
   companies and the transfer of regulated assets to the new
   companies will be subject to regulatory approval by the FERC,
   the Nuclear Regulatory Commission (NRC), the Securities and
   Exchange Commission (SEC), and certain State and local
   agencies. PG&E anticipates that the approval process for all
   necessary filings will be completed by December 31, 2002.
   While PG&E believes that it has made its required regulatory
   filings, there exists no assurance that final approvals not
   subject to rehearing or appeal will be obtained in a timely
   manner or at all. The CPUC and other entities contested these
   regulatory approvals. If any of the required approvals are
   not obtained, or are obtained in a form that adversely
   impacts PG&E's ability to complete the securities offerings
   contemplated by the PG&E Plan, the PG&E Proponents will be
   compelled to consider alternatives and the PG&E Plan, as
   currently contemplated, could not be consummated.

(b) Preemption Issues

   The PG&E Plan is contingent upon PG&E obtaining a Bankruptcy
   Court confirmation order that preempts State law that would
   otherwise prohibit, or impose conditions on, the
   disaggregation of PG&E and the regulatory changes required by
   the PG&E Plan.

   The Bankruptcy Court has ruled that Section 1123(a) of the
   Bankruptcy Code does not expressly preempt any otherwise
   applicable non-bankruptcy law in the implementation of a
   confirmed plan of reorganization. The Bankruptcy Court has
   reserved, for determination after confirmation hearings,
   PG&E's alternative theory that the relevant State law may be
   subject to implied preemption under the Bankruptcy Code. The
   Bankruptcy Court stated that to justify implied preemption,
   PG&E must show that the relevant State laws as applied to the
   facts of PG&E's proposed reorganization are economic in
   nature, rather than directed at promoting public safety or
   other non-economic concerns, and that the relevant laws stand
   as an obstacle to accomplishment and execution of the
   purposes and objectives of Congress and the Bankruptcy Code.

   PG&E contends that it can meet this test.  The CPUC and other
   objectors contend that PG&B cannot meet this test. PG&E has
   appealed the Bankruptcy Court's order concerning express
   preemption.

(c) Sovereign Immunity

   The State and the CPUC have asserted that they have reserved
   their respective rights to argue, based on the Eleventh
   Amendment of the U.S. Constitution and principles of
   sovereign immunity, that they will not be bound by certain of
   the aspects of the order confirming the PG&E Plan. The PG&E
   Proponents have preserved for the confirmation hearing the
   contention that, through their conduct in connection with
   various aspects of the Case, the State and the CPUC have
   waived their rights to assert such immunity. The PG&E
   Proponents also have attempted to structure the PG&E Plan to
   avoid the sovereign immunity arguments and their effects.

(d) Potential Delays Due to Appeals

   If confirmed, the PG&E Plan will face significant legal
   challenge from, among others, the CPUC and the State. Among
   the significant issues that likely would be the subject of
   appeal is whether the Bankruptcy Code can preempt State law
   to enable PG&E to disaggregate the company and circumvent
   CPUC regulatory authority. Appeals are also likely to follow
   from proceedings initiated by PG&E at the FERC, the NRC and
   the SEC. Implementation of the PG&E Plan most likely will be
   delayed significantly pending successful resolution of the
   appeals.

(e) Additional PG&E Plan Challenges

   The PG&E Plan may also face legal challenges from other
   agencies of the State or local government, creditors and
   various consumer groups.

                         The CPUC Plan

   (1) The CPUC Plan, in General Terms

The CPUC Plan does not contemplate any "organizational
restructuring" of PG&E. The CPUC Plan thus offers a simpler
approach to the reorganization of PG&E. PG&E would be
financially restructured through the satisfaction of
approximately $13.5 billion in allowed claims, as follows:

(a) approximately $4.3 billion in allowed claims would be
    reinstated;

(b) approximately $3.6 billion in allowed claims would be paid
    using PG&E's cash on hand; and

(c) the CPUC would cause PG&E to issue new debt securities in
    the approximate amount of $3.86 billion and new equity
    securities generating the approximate amount of $1.75
    billion to raise total cash proceeds of approximately $5.6
    billion to be used to pay allowed claims under the CPUC
    Plan.

Like the PG&E Plan, two major sources of distributions to be
made under the Plan are contingent on the credit-worthiness of
PG&E upon its emergence from bankruptcy.  These sources are (i)
the approximately $3.86 billion in cash proceeds from the sale
of new notes, and (ii) the approximately $1.75 billion in cash
proceeds from the sale of equity in PG&E.

Additionally, the CPUC Plan contemplates establishing a new
revolving credit facility in the approximate amount of $1.9
billion with sub-limits for letters of credit, working capital
and capital expenditures of $955 million, $400 million, and $500
million, respectively. A portion of the working capital and
capital expenditure sub-facilities may be available to fund
payments under the CPUC Plan to creditors, if necessary.
Consequently, the CPUC's ability to achieve investment grade
credit status for PG&E through the CPUC Plan is, in the
Committee's opinion, critical if the CPUC Plan is to be
successfully implemented and creditors are to be paid. The CPUC
does not agree with the Committee on this issue.

As of the date of the Committee's report, the CPUC has failed to
convince the Committee that under the CPUC Plan, reorganized
PG&E will achieve investment grade credit status immediately
after the CPUC Plan Effective Date. The Committee believes it is
likely that under the CPUC Plan reorganized PG&E may not be
issuing investment grade securities, even though reorganized
PG&E should meet or exceed objective investment grade credit
criteria. The Committee is concerned about the feasibility of
completing a sale of this magnitude of non-investment grade
securities notwithstanding that the market may look favorably on
reorganized PG&E's credit ratios and prospects.

The CPUC has asserted in its disclosure statement that
reorganized PG&E "will continue to be regulated by the [CPUC) in
a manner that will allow it to recover its reasonable, prudently
incurred costs of service through rates and will have an
opportunity to earn a reasonable rate of return." However, the
CPUC thus far has failed to accept the Committee's suggestions
concerning objective mechanisms to address the Committee's
concerns regarding issues. These issues include but are not
limited to (i) use of a rate agreement similar to that which was
used in connection with the CPUC/Southern California Edison
filed rate litigation settlement arrangement; (ii) providing
assurances of market valuation of the assets; and (iii)
treatment of the existing equity interests of PG&E's sole
shareholder, PG&E Corp., in a manner as favorable as, and
consistent with, the treatment of the equity interests of
owners of other similarly situated restructured utilities, like
Southern California Edison. As of the date of the Committee
report, despite receiving better treatment for its equity
holders than the treatment proposed in the CPUC Plan for PG&E's
equity holders, neither Southern California Edison nor its debt
have achieved an investment grade credit rating. Additionally,
no statements have been made concerning the position of the
credit rating agencies with respect to the CPUC Plan.

   (2) Treatment of Allowed General Unsecured Claims under CPUC
       Plan

The CPUC Plan treats general unsecured claims in Class 5 as
follows:

(a) similar treatment provided under the PG&E Plan, pursuant to
    prior order of the Bankruptcy Court.   On May 6,2002, PG&E
    made pre-confirmation cash payments of accrued, but unpaid
    prepetition Date and accrued postpetition Date interest
    through February 28, 2002; and

(b) allowed Class 5 and other allowed unsecured creditor claims
    will, as of the CPUC Plan Effective Date (anticipated to be
    in January 2003), be paid in full in cash, including any
    interest accrued on these claims but unpaid as of the CPUC
    Plan Effective Date.

Again, like the PG&E Plan, the portion of any claim that is
disputed as of the CPUC Plan Effective Date will receive the
same treatment upon its allowance post-CPUC Plan Effective Date.

Unlike the PG&E Plan, the CPUC Plan Class 5 creditors and other
unsecured creditors are to be paid in full in cash.  No notes
will be issued to them. Accordingly, since creditors need not be
compensated for the theoretical cost of selling debt securities,
the CPUC Plan, unlike the PG&E Plan, does not provide for the
payment of any placement fee to unsecured creditors. The CPUC
Plan also does not provide for the step-up in interest rates
that is provided in the PG&E Plan if the PG&E Plan Effective
Date is delayed beyond January 31, 2003.

(3) Uncertainties Surrounding CPUC Plan

(a) Investment Grade Status of New Securities

   In the Committee's opinion, the success of the CPUC Plan is
   primarily contingent upon obtaining investment grade credit
   status for the new debt and equity securities it proposes
   that PG&E sell. The CPUC disputes this opinion, though it
   asserts that it is committed to returning PG&E to investment
   grade status. If investment grade credit status is not
   obtained, sufficient capital may not be raised to pay
   creditors under the CPUC Plan. The CPUC has retained the
   right, subject to final order of the Bankruptcy Court, to
   waive the requirement that it obtain investment grade rating
   status for reorganized PG&E and its debt securities as a
   condition to effectiveness of the CPUC Plan. It presently is
   unclear whether the CPUC will succeed in causing PG&E to
   obtain investment grade credit status.

(b) Proposed Reinstatement of Certain Claims

   The CPUC Plan calls for the reinstatement of approximately
   $54.3 billion in claims. Absent consent, these claims can
   only be reinstated if reorganized PG&E obtains investment
   grade credit status, or otherwise obtains a Bankruptcy Court
   order allowing such reinstatement.

(c) Consent to Jurisdiction

   Under the CPUC Plan, the CPUC will submit to the jurisdiction
   if the Bankruptcy Court in connection with the Plan. However,
   this arrangement is binding only to the extent that the order
   confirming the CPUC Plan is reasonably acceptable to the
   CPUC.

(d) Proposed Impairment of Equity Interests

   The PG&E Proponents assert that PG&E Corp. is entitled by law
   to a certain return on its equity investments in PG&E and
   that the CPUC Plan violates certain provisions of Bankruptcy
   Code and constitutes an unlawful taking under Federal and
   State law. The PG&E Proponents thus have notified the CPUC
   that they will object to confirmation of the CPUC Plan on
   grounds, among others, that the proposed issuance of new
   common stock of PG&E, a solvent entity, improperly impairs
   the rights of PG&E Corp. and is unlawful, and that certain
   proposed releases of rights against the CPUC and the State
   and other actions contemplated by the CPUC Plan constitute a
   confiscation of a legally mandated public utility return that
   constitutes an unconstitutional "taking" of property in
   contravention of State law, federal law and the United States
   and California Constitutions.

(e) CPUC's Authority To Propose The CPUC Plan

   Litigation has been filed challenging the CPUC's authority to
   propose and implement the CPUC Plan. If this litigation is
   successful, the CPUC Plan could be rendered void.

(f) Additional CPUC Plan Challenges

   The CPUC Plan may also face objections from others, including
   creditors whose claims the CPUC Plan seeks to reinstate and
   various consumer groups.

                 Comparison of the Key Features

Attributes:

PG&E Plan                       CPUC Plan
---------                       ---------
Pays all allowed claims in      Pays all allowed claims in full
full with interest in cash      with interest in cash by January
and notes by March 2003,        2003
with commercially
reasonable action to assure     Returns the reorganized company
free tradability at or above    and its debt to investment grade
par.                            credit status.

Pay $67 million Placement Fee   Assuming investment grade credit
to certain unsecured            status is achieved, allows the
creditors.                      reorganized company to resume
                                 power procurement, the Net Open
Returns the reorganized         Position and provides customers
company and its debt to         with safe, reliable power
without
investment grade credit         a rate increase.
status.

Assuming investment grade
credit status is achieved,
allows reorganized company
to resume power procurement,
the Net Open Position and
provides customers with safe,
reliable power without a rate
increase.

Leaves existing equity
interests unimpaired.

Risks:

PG&E Plan                      CPUC Plan
---------                      ---------
Confirmation and               Impairing existing equity
implementation relies on       interests creates a hostile
applicability of legal         management and majority
principles of implied          shareholder for the ongoing
preemption of State law in     business
favor of federal law, which
likely would be the subject    Faces significant and protracted
of appeal.                     confirmation litigation from PG&E
                               and PG&E Corp. over valuation of
Likely to result in a          equity interests, "cramdown,"
hostile State regulatory       allegations of unconstitutional
environment for certain        "takings" of assets of the PG&E
aspects (Disco) of the         Plan Proponents, and other issues
ongoing business.              which will be the subject of
                               appellate review (although the
Faces significant and          appellate review process may be
protracted confirmation        more susceptible to earlier
litigation from the CPUC,      resolution than appeals by the
the State and others,          CPUC and the State from the PG&E
including constitutional       Plan).
arguments concerning State
vs. Federal regulation,        Requires credit rating agency
preemption, and sovereign      support which may be difficult
immunity, and appellate        to obtain for the CPUC. (The
review of the rulings thereon. credit agencies have criticized
                               the CPUC's past regulatory
Requires credit rating agency  decisions and its lack of support
support.                       of PG&E during the electricity
                               crisis in the summer of 2001.
Requires capital markets
(debt) support.                Requires capital markets (debt
                               and equity) support.

                 Comparison of Sources of Funds

These estimates, especially with regard to the total amount of
allowed claims, may change prior to plan confirmation. The
Committee will not be providing updates to creditors in the form
of a report.

                                      CPUC Plan    PG&E Plan
Sources of Funds:                     ---------    ---------
Cash at Emergence                       $3,582      $3,582
Cash from Sale of New Notes              3,860       5,356
Cash from Sale of Equity                 1,750         -
                                        -------    -------
  Total Cash to Creditors                9,192       8,938

New QUIDS to Creditors                     -           300
New Notes to Creditors                     -         2,40O
                                        -------    -------
  Total New Notes to Creditors             -         2,700

Total Reinstated Debt and Interests     4,289 (1)    1,245 (2)

Total Refinance Debt                        0          345 (3)
                                       -------     -------
Total Sources                          $13,481     $13,281

Notes: (1) Represents $2,699 in mortgage bonds, $1,160 in PC
           bonds and $430 in preferred stock.
       (2) Represents $815 in PC bonds (MBIA and LC-backed) and
           $430 in preferred stock.
       (3) Represents Mortgage backed PC bonds.

                          Recommendations

The Committee has analyzed various restructuring options,
including liquidation of PG&E, and has concluded that either
plan, if confirmed, is superior to the other available options.
Each plan has the potential to pay creditors in full with
interest and in the abstract, to enable PG&E to emerge from
bankruptcy with an investment grade credit rating.

However, the Committee continues to have concerns with both
plans.

In the Committee's opinion, the CPUC Plan presently faces
uncertainties over its financial feasibility, but otherwise,
faces fewer legal and regulatory hurdles than the PG&E Plan.
Thus, it appears to the Committee that the CPUC Plan could be
consummated more quickly. The risk with the Plan appears to be
whether, after due consideration: (i) the CPUC will, in the very
near future, implement stable and predictable rate making
policies that are necessary to lay the foundation for capital
market support for the CPUC Plan, assure that such policies are
supported by State government, and take the actions necessary to
provide a basis upon which to finance the Plan, (ii) the credit
rating agencies will overcome their prior publicly stated
negative views concerning the CPUC; and (iii) the CPUC Plan
ultimately can be financed.

Due to the opposition expressed by the CPUC and the State, the
PG&E Plan faces greater legal and regulatory challenges than the
CPUC Plan, with a potentially protracted process. If the PG&E
Plan survives the CPUC and the State opposition, ultimately it
appears to have less implementation risk than the CPUC Plan.

The PG&E Plan is financially feasible, but faces significant
delays. While simpler than the PG&E Plan, the CPUC Plan may not
be readily financed and also faces litigation delay.

Unfortunately, the parties may not address these issues, if at
all, until the plan confirmation hearings, presently anticipated
to take place in the Fall of 2002.

At the time of the report, the Committee recommends that
creditors vote in favor of both plans. Although the expression
of a preference by creditors would be helpful to the Bankruptcy
Court and the parties in interest, the Committee is not at this
time in a position to recommend a preference for either plan.

The Committee will continue to represent and protect the
interests of creditors in the Case and seek a consensual
resolution of the disputes between the plan proponents in the
Case. (Pacific Gas Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PINNACLE HOLDINGS: July 22 Bar Date for Proofs of Claim Set
-----------------------------------------------------------
             UNITED STATES BANKRUPTCY COURT
              SOUTHERN DISTRICT OF NEW YORK

In re:                      )  Chapter 11
                            )
PINNACLE TOWERS III INC.,   )  Case Nos. 02-12477 (BRL) and
   et al.,                  )  02-12482 through 02-12484 (BRL)
                            )  (Jointly Administered)        
            Debtors.        )

          NOTICE OF DEADLINE FOR THE FILING OF
          PROOFS OF CLAIM BY GOVERNMENTAL UNITS
             AND HOLDERS OF PRIORITY CLAIMS

TO: ALL GOVERNMENTAL UNITS AND
    HOLDERS OF OTHER PRIORITY CLAIMS:

      PLEASE TAKE NOTICE that on May 21, 2002, Pinnacle Towers
III Inc., Pinnacle Holdings Inc., Pinnacle Towers Inc. and
Pinnacle San Antonio LLC, debtors and debtors-in-possession
filed voluntary petitions for relief under chapter 11 of title
11 of the United States Code, 11 U.S.C. Secs. 101 et seq. in the
United States Bankruptcy Court for the Southern District of New
York.

      PLEASE TAKE FURTHER NOTICE that, pursuant to an order of
the Court dated May 22, 2002 and in accordance with Federal Rule
of Bankruptcy Procedure 3002(c)(1), all governmental units
(as defined in 11 U.S.C. Secs. 101(27)) are required to file, on
or before November 18, 2002 at 5:00 P.M. Eastern Time, a
completed and executed proof of claim form (conforming
substantially to Official Bankruptcy Form No. 10) on account of
any claim (as defined In 11 U.S.C. Sec. 101(5) against any of
Debtors.

      PLEASE TAKE FURTHER NOTICE that, pursuant to an order of
the Court dated May 22, 2002 and in accordance with Federal Rule
of Bankruptcy Procedure 3003(c)(3), all holders of other
unsecured claims entitled to priority pursuant to 11 U.S.C. Sec.
507 are required to file, on or before July 22, 2002 at 5:00
P.M. Eastern Time, a completed and executed proof of claim form
(conforming substantially to Official Bankruptcy Form No. 10)
on account of any claim (as defined in 11 U.S.C. Secs. 101(5))
against any of Debtors.

      Notwithstanding the foregoing, at this time, proofs of
claim ARE NOT REQUIRED to be filed by Governmental Units or
holders of Other Priority Claims holding or wishing to assert
claims against Debtors of the types set forth in clauses (1)
through and including (iv) below:

     (i) Claims listed in Debtors' Schedules or any amendments
         thereto, which are not therein listed as "contingent,"
         "unliquidated" or "disputed" and that are not disputed
         by the holders thereof as to amount, classification, or
         debtor;
    (ii) Claims on account of which a proof of claim has already
         been properly filed with the Court;
   (iii) Claims previously allowed by previously allowed by
         order of the Court; and
    (iv) Claims allowable under 11 U.S.C.    503(b) and 507(a)
         as expenses of administration.

     Should the Court, in the future, fix a date by which the
Excluded Claims must be filed, you will be so notified.

     PLEASE TAKE FURTHER NOTICE that if you have a claim against
more than one Debtor you MUST file a separate proof of claim
against each Debtor. You SHOULD NOT include claims against
more than one Debtor on a single proof of claim form. Each proof
of claim form must specifically set forth the full name and
proper chapter 11 case number of Debtor against whom the claim
is filed and must be filed by delivering one original so that it
is received so that it is received before the Governmental Bar
Date or the Other Priority Claims Bar Date, as applicable, at
one of the following addresses:

IF SENT BY MAIL                 IF SENT BY MESSENGER OR
                                OVERNIGHT COURIER

United States Bankruptcy        United States Bankruptcy Court
Court                          Southern District of New York
Southern District of New York   Re: Pinnacle Towers III, Inc.,
Re: Pinnacle Towers III, Inc.,   et al.                               
et al.                         One Bowling Green, Room 534
P.O. Box 106, Bowling Green     New York, New York 10004-1408   
Station
New York, New York 10274

      PLEASE TAKE FURTHER NOTICE THAT, EXCEPT WITH RESPECT TO
EXCLUDED CLAIMS DESCRIBED IN PARAGRAPH (i) THROUGH (iv) ABOVE,
ANY GOVERNMENTAL UNIT OR OTHER PRIORITY CLAIM HOLDER WHO FAILS
TO FILE A PROOF OF CLAIM ON OR BEFORE NOVEMBER 18, 2002 OR JULY
22, 2002, AS APPLICABLE, SAHLL BE FOREVER BARRED, ESTOPPRF AND
ENJOINED FROM ASSERTING SUCH CLAIM (OR FILINGA PROOF OF CLAIM
WITH RESPECT THERETO) AND DEBTORS AND THEIR PROPERTY SHALL BE
FOREVER DISCHARGED FROM ANY AND ALL INDEBTEDNESS OR LIABILITY
WITH RESPECT TO SUCH CLAIM, AND SUCH GOVERNMENTAL UNIT AND OTHER
PRIORITY CLAIM HOLDER SHALL NOT BE PERMITTED TO VOTE ON ANY PLAN
OR PLANS FOR DEBTORS OR PARTICIPATE IN ANY DISTRIBUTION IN THESE
CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM.

     PLEASE TAKE FURTHER NOTICE that Debtors' Schedules may be
examined and inspected by interested parties during regular
business hours at the offices of Holland & Knight LLP, 195
Broadway, New York, New York 10007-3189. The schedules may also
be examined during posted business hours at the office of the
Clerk of the Bankruptcy Court, United States Bankruptcy Court
for the Southern District of New York, Alexander Hamilton Custom
House, One Bowling Green, New York, New York 10004. The
Schedules are also available for inspection through the PACER
Information System at the Bankruptcy Court's web site,
www.nysb.uscourts.gov (A PACER login and password will be
required). Governmental Units and Other Priority Claim Holders
that wish to rely on the Schedules shall have the responsibility
for determining that their claims are accurately listed therein.

     PLEASE TAKE FURTHER NOTICE that, in the event Debtors amend
the Schedules subsequent to the date hereof, Debtors shall give
notice of such amendment to the Governmental Unit and Other
Priority Claim Holders, affected thereby and such persons or
entities shall be afforded thirty (30) days from the date on
which such notices is given (or such other time period as may be
fixed by the Court) to file proofs of claim, if necessary, or be
forever barred from doing so and the affected claim shall be
forever discharged. Additionally, any such Governmental Unit or
Other Priority Claim Holder shall not be permitted to vote on
any plan or plans for Debtors or participate in these chapter 11
cases on account of such claim.

Dated: New York, New York     BY ORDER OF THE BANKRUPTCY COURT
       May 22, 2002           THE HONORABLE BURTON R. LIFLAND
                              UNITED STATES BANKRUPTCY JUDGE

                              HOLLAND & KNIGHT LLP
                              195 Broadway
                              New York, New York 10007-3189
                              Telephone: (212) 513-3200
                              Facsimile: (212) 385mX10


POLAROID CORP: Seeks Approval of License Agreement with Concord
---------------------------------------------------------------
Concord Camera Corp. is a global developer, designer,
manufacturer and marketer of digital image capture devices and
reloadable and single use cameras in 35mm, Advanced Photo System
and instant formats.  It also manufactures and assembles its
image capture devices for both direct sales under Concord and
private label brand names and on an original equipment
manufacturer basis for third-party companies, including
Polaroid.

Currently, Polaroid Corporation and its debtor-affiliates are
engaged in the single-use camera market and although it
continues to sell traditional 35mm reloadable cameras, its
primary focus has been on the instant and digital image capture
market.

In this regard, Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in Wilmington, Delaware, relates, the
Debtors are looking for ways to market the Licensed Articles
like the single-use and the reloadable cameras.  Options
explored are:

  (a) the direct manufacture, sale and distribution by Polaroid
      and its affiliates of the Licensed Articles;

  (b) the manufacture of the Licensed Articles by an original
      equipment manufacturer for sale to Polaroid and resale
      by Polaroid to and through its affiliates, distributors
      or other third parties; and

  (c) Trademark License Agreements with third parties.

With the interest shown by Concord, the Debtors negotiated at
arms' length the terms of the Trademark License with Concord for
the single-use cameras and the reloadable cameras.  General
terms agreed upon for each Licensed Articles are:

License Grant:  The license granted by the License Agreement is
                 limited and non-transferable in nature and
                 worldwide in scope, and permits Concord to
                 manufacture, or have manufactured, the Licensed
                 Articles and to use the Trademarks in
                 connection with the promotion, distribution and
                 sale of the Licensed Articles.

License Term:   The Trademarks are licensed for an initial term
                 of three years which may be renewed at the
                 option of Concord for another three years and
                 by mutual agreement of the parties for a second
                 three-year renewal term.

Royalties:      Concord will pay to Polaroid, semi-annually,
                 royalties in the amount of 3% of the Net Sale
                 Price of all Licensed Articles sold or
                 otherwise disposed of by Concord during the
                 relevant semi-annual period.

Minimum Royalty  Concord will pay to Polaroid $2,000,000 within
Guaranty:        10 days after the Effective Date of the
                 License Agreement and additional sums of
                 $500,000 each on or before the first and second
                 anniversaries of the Effective Date.  If the
                 license term is renewed by Concord, an
                 additional aggregate sum of $3,000,000 will be
                 paid by Concord to Polaroid during the renewal
                 term on a similar installment payment basis.
                 These sums represent minimum royalty
                 guaranties, will be credited against Royalty
                 Payments otherwise due from Concord during the
                 applicable license term, and will not be
                 refundable to Concord.

Limited         There are no restrictions on Polaroid's use of
Exclusivity:    the Trademarks, except that, during the license
                 term:

                 1) Polaroid will not grant any other licenses
                    for use of the Trademarks in connection with
                    with the Licensed Articles, and

                 2) except for the distribution of Trademark-
                    bearing photographic single-use cameras and
                    reloadable cameras, which were distributed
                    before the Effective Date of the License
                    Agreement, Polaroid will not manufacture or
                    have manufactured for sale, or promote,
                    distribute or sell, any photographic single-
                    use or reloadable cameras with use of the
                    Trademarks.

Quality         Polaroid retains the right to approve the
Approvals:      styles, designs, illustrations, packaging,
                 contents, workmanship and quality of all
                 Licensed Articles before their initial
                 distribution or sale.

Product         Polaroid has no responsibility for any customer
Warranties and  communications, any service, repair or warranty
Responsibilities: claims with respect to the Licensed Articles,
                  all of which are the sole and exclusive
                  responsibility of Concord.  Any Licensed
                  Article warranty statement issued by Concord
                  which limits its liability for damages in the
                  event of any warranty breach must expressly
                  name Polaroid as an excluded party.

Indemnity:      Concord will indemnify Polaroid for any and all
                 claims, damages, costs and expenses incurred by
                 Polaroid in connection with the manufacture,
                 sale, distribution or use of the Licensed
                 Articles, except for claims relating to the
                 ownership or validity of the licensed Trade-
                 marks, claims arising from designs supplied by
                 Polaroid to Concord, and claims arising from
                 any breach by Polaroid of any of its
                 representations, warranties or obligations
                 under the License Agreement.  Polaroid will not
                 indemnify Concord except for claims, damages,
                 costs and expenses incurred by Concord by
                 reason of its use of the licensed Trademarks in
                 the manner authorized by the Licensed
                 Agreement.

Assignments:    Polaroid may freely assign its rights and
                 obligations under the License Agreement to any
                 person without the prior consent of Concord.

Registration    Polaroid must maintain at its expense the
Maintenance:    registration of the Trademarks in certain
                 specific jurisdictions during the license term.

Pursuant to Section 363(c) of the Bankruptcy Code, the Debtors
ask the Court to permit them to enter into the License Agreement
with Concord.

Mr. Galardi contends that the terms of the License Agreement
provide the best and highest value of the Debtors' estate,
creditors and interest holders.  Moreover, Mr. Galardi argues,
the Court approval is only sought out of an abundance of caution
because the execution of the License Agreement is in the
Debtors' ordinary course of business in accordance with the
Third Circuit.

                    Stephen Morgan Responds

As a shareholder, Stephen Morgan does not object to the Debtors'
motion to grant Concord a Trademark License for its two
products. However, C. Peter R. Gossels, Esq., in Boston,
Massachusetts, notes that the Debtors failed to put a value on
the Debtors' trademark assets or are valuing it at zero in its
Schedules of Assets and Liabilities.  Hence, the Debtors are not
in a position to make a sound business judgment, as it contends
in the Motion, unless the Debtors know beforehand the value of
the asset.

Accordingly, Mr. Morgan asks the Court to compel the Debtors to
disclose the value of the Debtors' assets subject to the
Licensing Agreement and to amend its Schedules with that value.
(Polaroid Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PRESSTEK INC: Stockholders' Meeting Available via Webcast Friday
----------------------------------------------------------------
Presstek, Inc. is inviting interested parties to listen to a
live Webcast of the Annual Meeting of Stockholders for Presstek,
Inc. (Nasdaq: PRST) on Friday, June 14, 2002 at 1:30 p.m. EST
with Edward J. Marino, President and CEO of Presstek, Inc.
(Nasdaq: PRST).

What:     Presstek Inc.'s Annual Meeting of Stockholders Live
          Webcast

When:     1:30 p.m. Eastern Standard Time, Friday, June 14, 2002

Where:    http://www.videonewswire.com/event.asp?id=4220  

How:      Live over the Internet -- Simply log on to the web at
          the address above

Contact:   Jane Miller, Corporate Relations Manager, Presstek,
           Inc., (603) 594-8585 x 3346,                
           investorrelations@presstek.com

Presstek, Inc. is a leading developer of digital laser imaging
and chemistry-free plate technologies for the printing and
graphic arts industries. Marketed to world-leading press
manufacturers and directly to end users, Presstek's patented
DI(R), CTP and plate products eliminate photographic darkrooms,
film and toxic processing chemicals, reduce the printing
turnaround time and lower the production costs. The company's
Lasertel subsidiary supplies it with the valuable resources
necessary for its next generation laser imaging devices.

If you are unable to participate during the live webcast, the
webcast will be archived on the Company's Web site
http://www.presstek.com  To access the replay, click on the  
'Investor Relations' tab.

                         *   *   *

As reported in the March 22, 2002 edition of Troubled Company
Reporter, Presstek, Inc. (Nasdaq: PRST), a leading provider of
direct digital imaging technology, has received waivers from its
lenders for the fourth quarter bank covenant violations caused
by the write-off of the $2.1 million of prepayments made to
Adast for raw materials and work-in-progress. On March 12, 2002
the company announced that its manufacturing partner Adast had
filed for bankruptcy protection.


PSINET INC: Will Vote for European Unit's Proposed Dissolution
--------------------------------------------------------------
PSINet, Inc., and its debtor-affiliates give notice of their
proposal to vote their shares of PSIWeb Europe Ltd. in favor of
PSIWeb Europe's dissolution under applicable local law.

PSIWeb Europe is a corporation organized and existing under the
laws of Ireland and a wholly-owned subsidiary of Debtor PSI Web
Inc.

The Notice is given pursuant to the Court's order granting
Debtors Omnibus Authority to Vote Their Shares of Foreign
Subsidiaries in Favor of Bankruptcy, Insolvency, Administration
or Similar Proceedings under non-U.S. Law.

According to the Court's Order, if neither the United States
Trustee for the Southern District of New York nor the Committee
objects to the proposed dissolution of PSIWeb Europe within 10
days of the date of the notice (June 4, 2002), the Debtors will
be authorized to vote their shares of PSIWeb Europe in favor of
its dissolution without further notice or hearing. (PSINet
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


R&S TRUCK BODY: Look for Schedules of Assets & Debts by Aug. 2
--------------------------------------------------------------
R&S Truck Body Company and its affiliated debtors, needs more
time to file their schedules of assets and liabilities,
schedules of current income and expenditures, statements of
financial affairs, schedules of executory contracts and
unexpired leases, and lists of equity security holders.  The
Debtors tell the Court they think they can get their Schedules
and Statements completed and filed by August 2, 2002.

The Debtors tell the U.S. Bankruptcy Court for the Southern
District of New York, that in order to prepare the required
Schedules and Statements, they must gather information from
books, records and documents relating to a multitude of
transactions in locations throughout the United States and
Mexico. Collection of the necessary information requires an
expenditure of substantial time and effort on the part of the
Debtors' employees.

Although the Debtors have mobilized their employees to work
diligently on the preparation of Schedules and Statements, the
Debtors relate that in view of the amount of work at hand, it
would create a great strain on them to complete the Schedules
and Statements accurately within the deadline.

R&S is a wholly-owned subsidiary of Barclay Investments, Inc.,
which is a wholly owned subsidiary of Standard Automotive
Corporation, both of which filed for Chapter 11 relief on March
19, 2002. R&S designs, manufactures and sells customized, high
end, steel and aluminum dump truck bodies, platform bodies,
custom large dump trailers, specialized truck suspension systems
and related products and parts. The Company filed for chapter 11
protection on June 3, 2002. J. Andrew Rahl Jr., Esq. at Anderson
Kill & Olick, P.C. represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $27,093,513 in assets and $6,999,464 in
debts.


RIVERWOOD: S&P Keeping Watch on B Rating Over Refinancing Plans
---------------------------------------------------------------
Standard & Poor's said that its ratings on paperboard producer
Riverwood International Corp., including its single-'B'
corporate credit rating, remain on CreditWatch with positive
implications where they were placed on May 9, 2002, following
the company's announcement of a planned initial public offering
(IPO) of $350 million of common stock.

Following a review of Riverwood's refinancing plans, Standard &
Poor's has determined that it would raise Riverwood's corporate
credit rating to single-'B'-plus and assign a stable outlook
following the IPO and related debt refinancing if they are
completed as currently structured.

"Proceeds from the offering are expected to be used to reduce
debt, which would improve credit measures to levels
corresponding to the higher rating", said Standard & Poor's
credit analyst Pamela Rice. "However, the company still faces
meaningful term loan amortization beginning in 2003, which
Standard & Poor's expects will be met primarily from free
operating cash flow". Following this transaction, total debt
outstanding will be about $1.3 billion.

Standard and Poor's said that it also expects to assign its
single-'B'-plus bank loan rating to Riverwood's proposed $250
million term loan C due 2008, and its single-'B'-minus rating to
the proposed $400 million senior unsecured notes due 2012. These
transactions are expected to be completed at the same time as
the IPO. Proceeds from the new term loan and senior notes, in
addition to the equity proceeds, are expected to be used to
redeem the company's $500 million senior notes due 2007, its
$400 million subordinated notes due 2008, and a portion of the
amount outstanding under the company's revolving credit
facility.

Riverwood, based in Atlanta, Georgia, primarily produces coated
unbleached kraft, a value-added paperboard used in beverage,
food, and toy packaging, plus some commodity containerboard.


STARBAND COMMS: Look for Schedules and Statements by July 30
------------------------------------------------------------
StarBand Communications Inc. sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware for
additional time to file its schedules of assets, liabilities,
and executory contracts and unexpired leases and statements of
financial affairs.  The Court gives the Debtor until July
30, 2002 to prepare and file those documents and comply with the
requirements of 11 U.S.C. Sec. 521(1) and Rule 1007 of the
Federal Rules of Bankruptcy Procedure.  

The Debtors tell the Court that before filing this case, it was
unable to direct the resources necessary to prepare the
Schedules and Statements due to the fact that its management and
other personnel spent a significant amount of time preparing for
the filing.

StarBand Communications Inc. currently provides two-way, always-
on, high-speed Internet access via satellite to residential and
small office customers nationwide. The Company filed for chapter
11 protection on May 31, 2002. Thomas G. Macauley, Esq. at
Zuckerman and Spaeder LLP represents the Debtor in its
restructuring efforts. When the Company filed for protection
form its creditors, it listed $58,072,000 in assets and
$229,537,000 in debts.


TEREX CORP: S&P Assigns BB- Rating to $375MM Secured Bank Loan
--------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus secured bank
loan rating to Terex Corp.'s proposed $375 million new term loan
B due in June 2009.

At the same time, the maturity on the existing $300 million
revolving credit facility is being extended to June 2007 from
March 2004. Proceeds from the new term loan B will repay the
existing term loans B and C and fund the acquisition of Demag
Mobile Cranes GmbH & Co. KG for about $150 million. In addition,
the double-'B'-minus corporate credit rating was affirmed on
Terex, a manufacturer of construction and mining equipment. The
ratings on the existing term loans B and C will be withdrawn
when this transaction is closed. The outlook is stable.

"Terex has a highly leveraged capital structure due to its
aggressive growth strategy. However, the company's cash flow
generation and sizable cash balances, along with its use of
equity as currency for acquisitions, should permit Terex to
continue to make moderate-size acquisitions without material
deterioration in its financial profile," said Standard & Poor's
analyst John Sico. Terex maintains an unused $300 million
revolving credit facility and has a cash position of more than
$200 million.

Downside ratings risk is mitigated by the company's good
geographic and product diversity, competitive cost structure,
modest capital intensity, and satisfactory financial flexibility
that include ample cash and availability on its revolving credit
facility. In the near to intermediate term, potential for higher
ratings is limited by the company's weak financial profile,
significant debt levels, and aggressive acquisition strategy.


TOKHEIM CORP: Bank Lender Group Agrees to Amendment & Waiver
------------------------------------------------------------
Tokheim Corporation (OTCBB:THMC) has reached an agreement with
its lenders on an amendment to its bank loan agreement, which
provides for, among other things, waivers until November 30,
2002, and a plan for the sale or financial restructuring of the
Company.

"We are seeking new financial or strategic partners for our
business," said John S. Hamilton, President & CEO. "Tokheim has
an excellent reputation in the industry and we expect a great
deal of interest. Our brand is strong, our market positions have
remained solid, our employees have demonstrated loyalty under
tough times, and our cash generation is better than it was last
year. The issue is fixing the financial structure of the
Company."

The recent filings of the Company's annual and quarterly
financial information have highlighted issues presented by the
Company's capital structure. "The fact that we have a debt
payment due in November is old news," said Hamilton. "Our
lenders have given us a six-month waiver extension and we
believe we will find a partner in that time. The waivers
provided by our lenders in the first half of 2002 and this
further extension demonstrate their willingness to provide the
Company an opportunity to restructure itself for the future.

"We have improved the way we run the business," said Hamilton,
"and we have a clear picture of how to restore our overall
performance." Management believes that once the sale or
restructuring is complete, Tokheim will be a stronger company,
with a sound financial structure that is appropriate not only
for today's level of business activity, but also for the
expected future growth of the business.

Tokheim Corporation, based in Fort Wayne, Indiana, is one of the
world's largest producers of petroleum dispensing devices.
Tokheim Corporation manufactures and services electronic and
mechanical petroleum dispensing systems. These systems include
petroleum dispensers and pumps, retail automation systems (such
as point-of-sale systems), dispenser payment or "pay-at-the-
pump" terminals, replacement parts, and upgrade kits.


UCAR INT'L: Commences Exchange Offer for 10.25% Senior Notes
------------------------------------------------------------
UCAR Finance Inc. is offering to exchange $550,000,000 of its
10-1/4% Senior Notes Due 2012 which have been registered under
the Securities Act for $550,000,000 of its outstanding 10 1/4%
Senior Notes Due 2012.

        Terms of the exchange offer:

        -    The exchange offer will expire at 5:00 p.m., New
York City time, on July 8, 2002 unless extended.

        -    The exchange offer is subject to certain customary
conditions, which the Company may waive.

        -    All outstanding Existing Notes that are validly
tendered and not withdrawn will be exchanged.

        -    GrafTech International Ltd. and its subsidiaries
are also offering to exchange their guarantees of UCAR Finance's
obligations under the outstanding Existing Notes for like
guarantees of UCAR Finance's obligations under the Exchange
Notes, which guarantees have also been registered under the
Securities Act.

        -    Tenders of outstanding Existing Notes may be
withdrawn at any time prior to the expiration of the exchange
offer.

        -    The terms of the Exchange Notes that UCAR will
issue in the exchange offer are substantially identical to those
of the outstanding Existing Notes, except that certain transfer
restrictions and registration rights relating to the outstanding
Existing Notes will not apply to the Exchange Notes.

UCAR International is the US's largest maker of graphite
electrodes. Accounting for more than three-fourths of the
company's sales, graphite electrodes are used to generate heat
in the production of steel and in electric arc furnaces. UCAR's
carbon electrodes are used to make silicon metal, ferronickel,
and thermal phosphorus. The company's carbon and graphite
cathodes conduct electricity in aluminum smelting furnaces.
Through its Graftech subsidiary, UCAR also makes flexible
graphite that is used to make gaskets and other sealing products
for the automotive and chemical industries. UCAR has postponed
its planned spinoff of Graftech due to poor market conditions.

As previously reported, UCAR International's December 31, 2002
balance sheet shows a total shareholders' equity deficit of
about $316 million.


UNITED AIRLINES: Hires Deloitte & Touche to Replace Andersen
------------------------------------------------------------
On April 30, 2002, the UAL Corporation determined for itself and
on behalf of its subsidiary, United Air Lines, Inc., to dismiss
its independent auditors, Arthur Andersen LLP, and to engage
Deloitte & Touche LLP to serve as its new independent auditors
for 2002.  The change in auditors became effective June 1, 2002.  
This determination was recommended by UAL's Audit Committee and
approved by UAL's Board of Directors.

UAL Corp.'s main subsidiary, United Airlines, is the world's #1
air carrier based on revenue passenger miles. United flies some
600 jets to more than 130 destinations in the US and 27 other
countries from hubs in Chicago, Denver, Los Angeles, San
Francisco, and Washington, DC. It leads the Star Alliance, a
global marketing partnership with Lufthansa and others. The
carrier had hoped to expand by acquiring US Airways, but the
companies called off the deal after antitrust regulators at the
US Department of Justice moved to block it. UAL low-fare carrier
United Shuttle offers about 455 short-haul flights daily to 23
western US cities. Employees control 55% of UAL's voting stock.

As of March 31, 2002, UAL Corporation has a working capital
deficit of about $3 billion.

United Air Lines' 10.25% bonds due 2021 (UAL1) are trading at
about 76, DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL1


WARNACO GROUP: Gets Okay to Sell Rights to Store Closing Sale
-------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Judge Bohanon
approved The Warnaco Group, Inc.'s motion to sell its rights to
conduct the Store Closing Sales to a joint venture comprised of
SB Capital Group, LLC and The Tiger Capital Group, LLC under the
terms and conditions of the Agency Agreement.

Furthermore, the Court orders:

  (a) that in consideration of the Agent's payment of the
      Guaranteed Amount, Expenses and the provision of services
      to the Debtors under the Agency Agreement, the Agent is
      granted a first priority security interest in and lien
      on the Merchandise and the Proceeds to secure all
      obligations of the Debtors to Agent under the Agency
      Agreement;

  (b) that to the extent permitted by applicable law, the Agent
      will not be liable for any claims against the Debtors
      other than as expressly provided for in the Agency
      Agreement, and the Agent will have no successorship
      liabilities whatsoever;

  (c) that the Agent will not be liable for sales taxes;

  (d) that no transfer of title of the assets subject to the
      Store Closing Sales will pass to the Agent, and the
      extent that title is deemed to pass to the Agent,
      pursuant to Section 1146(c) of the Bankruptcy Code, no
      stamp, transfer or similar taxes will apply to the
      transactions governed hereby;

  (e) that the employees of the Debtors will at all times
      remain as employees of the Debtors and are not employees
      of the Agent;

  (f) that the Agent will follow the special sale guidelines
      approved by this Court on stipulations between the
      Debtors and:

        (1) New Plan Excel Realty Trust, Inc.,

        (2) Mills Corporation, or its affiliates, and

        (3) Craig Realty Group;

  (g) that the provision of Bankruptcy Rule 6004(g) is waived
      and that this order becomes effective immediately upon
      entry. (Warnaco Bankruptcy News, Issue No. 26; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COMMS: Court Okays Morris Nichols as Special Counsel
-------------------------------------------------------------
Williams Communications Group, Inc. and its debtor-affiliates
obtained Court authority to retain and employ, nunc pro tunc as
of April 22, 2002, Morris Nichols Arsht & Tunnell as special
Delaware counsel to the Debtors' board of directors in the
Chapter 11 cases.

The Debtors propose that Morris Nichols be employed to:

A. serve as special Delaware counsel to the Board;

B. advise the Board concerning Delaware law issues that may
   arise as a result of the company's current financial
   condition;

C. assist the Company in any litigation in the Delaware courts
   and elsewhere that might be necessary in connection with, or
   might arise out of, any business combination about which the
   company may consult it;

D. perform all other necessary or appropriate legal services in
   connection with the Chapter 11 cases.

Prior to the Petition Date, Robert J. Dehney, a partner of the
firm of Morris Nichols Arsht & Tunnell, informs the Court that
the Debtors advanced Morris Nichols a total of $197,000 for
services rendered or to be rendered and for reimbursement of
expenses. Morris Nichols applied $102,500 in fees and $9,700 in
expenses against these advances for services rendered prior to
the Petition Date. The source of the advance was the Operating
Company's cash.

The attorneys and paralegals that will be primarily responsible
for this engagement and their corresponding current hourly rates
are:

      Robert J. Dehney (Partner)          $425 per hour
      Eric D. Schwartz (Partner)          $340 per hour
      Jeffrey R. Wolters (Partner)        $340 per hour
      Melissa N. Bisaccia (Paralegal)     $140 per hour

In addition, other attorneys and paralegals may, from time to
time, assist in connection with these cases. The current hourly
rates of the other attorneys and paralegals range from:

      Partners               $320-$480
      Associates             $190-$305
      Paralegals             $ 80-$160
(Williams Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WYNDHAM INTERNATIONAL: S&P Affirms B Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's revised its outlook for Wyndham International
Inc. to negative from stable. At the same time, Standard &
Poor's withdrew its single-'B'-minus rating on the company's
proposed notes and affirmed the company's single-'B' corporate
credit rating.

The outlook revision followed the Dallas, Texas-based hotel
owner, operator, and franchisor's unsuccessful $750 million note
offering. Wyndham has around $200 million of debt maturing in
2003 and around $1.1 billion of debt maturing in 2004.

The lodging environment is expected to remain challenging in
2002. As a result, Wyndham has experienced much weaker credit
measures and difficulty in selling assets. Progress from this
more leveraged level is expected to be measured over the medium
term.

"The rating could be lowered in the next 12 months if the
company underperforms the lodging industry recovery or if
progress is not made on its asset-sale program or its debt-
refinancing needs," said Standard & Poor's credit analyst Stella
Kapur.

Wyndham's hotels compete in the upscale and upper-upscale price
segment of the lodging market. These segments have been hardest
hit by the decline in lodging demand following the terrorist
attacks on Sept. 11 and by the soft economy.

Wyndham grew rapidly to 220 hotels at the end of the first
quarter 2002--around 57,000 rooms--from 20 hotels in 1995. It
currently owns three brands: Wyndham Hotel & Resorts, Wyndham
Luxury Resorts, and Summerfield Suites by Wyndham. Its portfolio
consists of 158 core proprietary-branded hotels and 62
nonproprietary-branded hotels. Although its portfolio has good
geographic diversity, there is some concentration in Florida,
which represents 12% of its total owned hotels; California, 11%;
and Texas, 11%.


XEROX: S&P Ratchets Corporate Credit Rating Down a Notch to BB-
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Xerox
Corp. and related entities to double-'B'-minus from double-'B'
The ratings remain on CreditWatch with negative implications,
where they were placed on April 18, 2002.

The downgrade reflects significant debt maturities, limited
access to capital markets, and Standard & Poor's expectation
that free operating cash flow levels (after restructuring
payments) will be weak in the near term, despite recent
profitability improvements for the Stamford, Connecticut-based
office equipment manufacturer. Xerox has about $17 billion in
debt outstanding. The ratings remain on CreditWatch pending
Xerox's receipt of commitments for new bank facilities, which
will replace the existing $7 billion revolving credit facility
maturing in October 2002. If the bank commitments are received
prior to June 30, 2002, the ratings will be affirmed with a
negative outlook. The negative outlook will reflect the need for
Xerox to achieve material improvement in non-financing EBITDA in
2002 and non-financing cash flow over the intermediate term.
Xerox management expects bank commitments to be received by June
30, 2002; if they are not, the ratings will remain on
CreditWatch pending further review for downgrade.

In addition, upon receipt of the pending bank commitments,
Standard & Poor's will review the notching of its senior
unsecured debt rating on Xerox. The notching review will
evaluate the amount of secured debt, including security granted
under the proposed new bank agreement, and on- and off-balance
sheet loans secured by equipment finance receivables.

Xerox has made good progress to date in executing its turnaround
program including: asset sales totaling more than $2 billion,
significant cost reduction and cash conservation actions,
agreements to transition the majority of Xerox's equipment
financing business to third parties, and the April 2002
settlement with the SEC related to accounting practices that had
been under investigation since June 2000. The proposed
renegotiation of its bank agreement will remove a major
refinancing uncertainty and will enable the company to focus on
operational improvements. While Xerox has enhanced its current
liquidity through the sale and securitization of finance
receivables, its ability to meet future debt service
requirements is dependent on a successful transition to third-
party equipment-financing arrangements, material improvement in
operating cash flow, and the predictability of cash flow run-off
from the equipment financing portfolio.

DebtTraders reports that Xerox Corporation's 9.75% bonds due
2009 (XEROX9A) are quoted at a below-par price of 92. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEROX9Afor  
real-time bond pricing.


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

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

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

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***