TCR_Public/020625.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 25, 2002, Vol. 6, No. 124     

                          Headlines

AES CORP: Fitch Ratchets Sr. Unsecured Debt Rating Down a Notch
ANC RENTAL: Intends to Consolidate Operations at Dallas Airport
AAMES FIN'L: Exch. Offer for 5.5% Debentures Extended to July 2
ADVANCED SWITCHING: Sets Tomorrow as Sealed-Bid Action Deadline
AGRILINK FOODS: S&P Keeps Watch on B+ Corporate Credit Rating

AMERICAN SKIING: Relocates Certain HQ Operations to Utah
AMERICREDIT: Calling for 9.25% Sr. Notes Redemption on July 22
ANCHOR PACIFIC: Must Obtain Refinancing Arrangement to Continue
ASSOCIATED MATERIALS: Closes 9.25% Notes Change of Control Offer
AVISTA: Says Will Continue to Cooperate with Energy Inquiries

BRIDGE INFO: Plaza III Wants Prompt Lease Assignment to Reuters
CATALINA LIGHTING: Commences Trading on Nasdaq SmallCap Market
CHARTER COMMS: Exchange Offer for Two Debt Issues Expires Today
COVANTA ENERGY: Pitney Bowes et al Seeks Appointment of Examiner
DT INDUSTRIES: Completes Major Financial Recapitalization Deal

ENRON CORP: Court Sets Final DIP Financing Hearing for July 2
ENRON CORP: Court OKs Garden State's Proposed Bidding Protocol
EXIDE TECH: Wins Nod to Implement De Minimis Asset Sale Protocol
FEDERAL-MOGUL: Names H. Peter Becker as VP for Corporate Quality
GCI INC: S&P Changes Outlook to Negative On Potential Expansion

GENEVA STEEL: Exclusivity Extended into August to Pursue Loan
GLOBAL CROSSING: Signs Up Coudert as Special Litigation Counsel
GOLDMAN INDUSTRIAL: Committee Gets OK to Hire Executive Sounding
GOLFGEAR INTERNATIONAL: Auditors Issue Going Concern Opinion
GRANDETEL: January 31, 2002 Balance Sheet Upside-Down by C$36MM

HAYES LEMMERZ: Pursuing European Wheel Businesses Realignment
HEAFNER TIRE: Changes Name to American Tire Distributors, Inc.
HEALTHCARE INTEGRATED: Expects Negative Going Concern Opinion
HEXCEL CORP: Receives $11MM Claim Payment from Hercules Inc.
HOLLYWOOD CASINO: Will Host Conference Call Tomorrow at 1 PM CDT

HOULIHAN'S RESTAURANTS: Committee Taps BKD as Financial Advisors
IEC ELECTRONICS: Gets 3-Month Extension to Current Bank Pact
IEC ELECTRONICS: Selling Mexican Facility to Electronic Product
JDN REALTY: S&P Affirms Low-B Level Credit Ratings
JUPITER MEDIA: Inks Agreement to Sell Assets to INT Media Group

LA PETITE ACADEMY: Names John G. Haggerty as New Interim CFO
LAIDLAW GLOBAL: Ability to Continue Operations Uncertain
MCI CAPITAL: S&P Hatchets 8% QUIPS Rating to C from CCC+
MALDEN MILLS: Wants to Maintain Exclusivity Until September 25
MEDICAL OPTICS: Fitch Assigns Low-B Ratings over High Leverage

MENTERGY LTD: Reaches Funding Pact with Shareholders & Creditors
METALS USA: Taps August Mack to Perform Environmental Clean-Up
NEWCOR INC: Secures Authority to Bring-In PricewaterhouseCoopers
PACIFIC GAS: Provides Senate Info. to Disprove Ties with Perot
PACIFIC GAS: Parent Tells Senate Units Have No Ties with Perot

PENTACON INC: First Meeting of Creditors Convenes Today in Texas
PRANDIUM INC: California Court Confirms Prepackaged Reorg. Plan
SAFETY-KLEEN: Sues Energy USA-TPC to Recoup $1.3MM Preference
SEITEL INC: Plans to Axe 37 Jobs as Part of Restructuring Plan
STAR MULTI CARE: Fails to Meet More Nasdaq Listing Requirements

STARBAND COMM: Seeking Approval of Settlement Pact with Echostar
STARTEC GLOBAL: Files Joint Plan of Reorganization in Maryland
TELENETICS: Files SEC Registration Statement for 26 Mill. Shares
THOMAS GROUP: Violates Certain Nasdaq Continued Listing Criteria
TRANSTECHNOLOGY: Receives Commitment for New Senior Financing

TRISM INC: Retains Plan Filing Exclusivity Until June 28, 2002
US AIRWAYS: Bankruptcy Filing Likely Due to Imminent Defaults
UNITED AIR LINES: Reaches Tentative Agreement with Pilots Union
UNOCAL CORP: Unit Initiates Comprehensive Restructuring Program
VECTOR ENERGY: Lender Agrees to Extend Debt Maturity to July 24

VERADO HOLDINGS: Court Confirms Amended Joint Liquidating Plan
WEBB INTERACTIVE: Registers 19 Million Shares for Public Sale
WHEELING-PITTSBURGH: Signs-Up Conway Del Genio as Fin'l Advisors
XEROX CORP: Completes Renegotiation of $7 Billion Revolver
XEROX: S&P Affirms BB- Rating After Credit Pact Renegotiation

YUM! BRANDS: Fitch Rates Proposed $350MM Senior Notes at BB+
YUM! BRANDS: S&P Rates $350 Million Senior Unsecured Notes at BB
ZAP: Emerges from Chapter 11 After Court Confirms Reorg. Plan

                          *********

AES CORP: Fitch Ratchets Sr. Unsecured Debt Rating Down a Notch
---------------------------------------------------------------
Fitch Ratings has lowered The AES Corp.'s senior unsecured debt
to 'BB-' from 'BB' and has placed its ratings on Rating Watch
Negative. The Rating Watch Negative reflects AES's constrained
liquidity in the next 6-9 months and AES's dependence on
dividends from Latin American subsidiaries. Due to Fitch's
policy regarding the linkage of ratings of subsidiaries with
those of a lower-rated parent, Fitch has also lowered the
ratings of AES's subsidiaries IPALCO Enterprises and
Indianapolis Power and Light, as shown by table below. These
ratings are also placed on Rating Watch Negative, reflecting the
companies' ongoing exposure to AES. The ratings of CILCORP and
Central Illinois Light Company remained unchanged and on Rating
Watch Evolving pending their announced sale to Ameren
Corporation.

The revised ratings of AES, IPALCO, IP&L, CILCORP and CILCO are
as follows:

                         AES Corp.

     -- Senior unsecured debt lowered to 'BB-' from 'BB';

     -- Corporate revolver and ROARS lowered to 'BB-' from 'BB';

     -- Senior subordinated debt lowered to 'B' from 'B+';

     -- Convertible junior debentures and trust convertible  
        preferred securities to 'B-' from 'B';

     -- Rating placed on Rating Watch Negative.

                 Indianapolis Power & Light Co.  

     -- First mortgage bonds and secured pollution control
        revenue bonds lowered to 'BBB-' from 'BBB';

     -- Senior unsecured debt lowered to 'BB+' from 'BBB-';

     -- Preferred stock lowered to 'BB+' from 'BBB-';

     -- Commercial paper lowered to 'B' from 'F2' and withdrawn;

     -- Ratings placed on Rating Watch Negative.

                           IPALCO

     -- Senior unsecured debt lowered to 'BB+' from 'BBB-';

     -- Commercial paper lowered to 'B' from 'F2' and withdrawn;

     -- Rating placed on Rating Watch Negative.

                          CILCORP

     -- Senior unsecured debt 'BBB-';

     -- Rating remains on Rating Watch Evolving pending
        consummation of AES sale of CILCORP to Ameren.

                          CILCO

     -- First mortgage bonds and secured pollution control
        revenue bonds 'BBB';

     -- Senior unsecured debt 'BBB-';

     -- Preferred stock 'BBB-';

     -- Commercial paper 'F2';

     -- Ratings remain on Rating Watch Evolving pending the
        consummation of AES sale to Ameren.

AES's lowered ratings reflect the increasingly challenging
business environment faced by the company in Latin America as
well as other countries such as the US and the UK, high
consolidated leverage and high parent company leverage. The
Negative Watch is occasioned by the significant refinancing risk
faced by the company in the next six to nine months and the
importance of securing financing or consummating asset sales
during this period. Fitch's ratings also take into consideration
the benefits of diversification in AES' portfolio, recent
announcements on asset sales and actions by AES management to
tighten controls, conserve cash, and reduce strains on corporate
liquidity.

Latin America is expected to be the second largest contributor
of dividends to AES after the US in 2002 and the next few years.
However, recent developments in Brazil, Venezuela and Argentina
have resulted in a difficult operating, regulatory, and capital
market environment for AES and other companies operating in the
region. As s result, dividends from these subsidiaries are
expected to be reduced significantly. In addition, AES' Latin
American subsidiaries Electropaulo and its immediate holding
companies Transgas and Elpa (the Affiliates) face significant
debt maturities in 2002-2004. A significant portion of the asset
flows initially slated to be paid as dividends to AES will be
used to repay debt at Electropaulo and Affiliates. Given their
importance to AES, the possibility remains that AES will repay
part of Electropaulo and Affiliates' maturing debts if refunding
or restructuring is not successful. Similarly, dividends from
other Latin American subsidiaries such as Gener have been
negatively affected by continuing economic and political
uncertainties in the region. In the US and UK, AES' merchant
generation business has been impacted by historically low
electricity prices. Fitch notes that, unlike other companies in
this sector, AES has insignificant energy trading activities and
mark to market earnings.

At the corporate level, AES faces refinancing risk in the next
six to nine months. In 2002-2003 it has maturities of debt
aggregating $2.125 billion in 2002-2003. A $300 million senior
note matures in December 2002. A $850 million bank revolving
facility is due in March 2003. A $200 remarketable or redeemable
securities (ROARS) is puttable by the remarketing agent in June
2003. A $350MM SELL loans has a registration date of July 2003.
And a $425 million bank loan is due in August 2003. It is
critical for AES to achieve renewal of its $850 million bank
revolver and raise additional cash whether in the capital market
or from proceeds of asset sales during the next 9 months. Fitch
will monitor AES' liquidity position very closely and will
remove its ratings from Rating Watch Negative once it crosses
its refinancing hurdles.

Positively, AES has actively engaged in cutting costs, reducing
discretionary capital spending and selling assets. The recently
announced sales of New Energy and CILCORP will provide
additional liquidity to the company in 2002-2003. The company
has also received additional dividends from other subsidiaries
to mitigate the shortfall from Latin America.

As mentioned above, the downgrades affecting securities of
IPALCO and IP&L are driven by Fitch's notching policy. On a
stand-alone basis, IPALCO and IP&L have financial profiles that
are consistent with companies at a higher rating category. The
current rating reflects linkage to the lower-rated parent AES.
IPALCO's rating also reflects the credit strengths of its
regulated wholly owned subsidiary IP&L. IP&L became the sole
contributor of operating revenues and cash flows to IPALCO
beginning in May 2001 when IPALCO divested all of its non-
regulated activities. IPALCO's ability to service interest and
principal on its debt depends on receiving upstream cash
distributions from IP&L. While distributions by IP&L are
restricted by various covenant tests contained in its first
mortgage bond indentures, IP&L's earnings are expected to exceed
the level of these covenants. In the next few years IPALCO is
expected to have EBITDA/Interest and Debt/EBITDA ratios that
hover around the high-3 times and mid-3x, respectively.

The AES Corp., founded in 1981, is among the world's largest
power developers. It generates and distributes electricity and
is also a retail marketer of heat and electricity. AES owns or
has an interest in 182 plants, with more than 63,000 megawatts,
in 31 countries and also distributes electricity in 11 countries
through 21 distribution companies. Indianapolis Power and Light,
Co. is a regulated public utility that principally engages in
providing electric service to 444,000 customers in the
Indianapolis metropolitan area.

AES Corporation's 10.25% bonds due 2006 (AES06USR1), DebtTraders
reports, are trading at about 56. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1


ANC RENTAL: Intends to Consolidate Operations at Dallas Airport
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained approval of the Court to reject the Alamo Concession
and Lease Agreement and to assume the National Concession and
Lease Agreement and assign them to ANC. The agreements were
entered into with the Dallas Fort Worth International Airport
Board, the controlling authority of the Dallas Forth Worth
International Airport.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, tells the Court the agreements do not
prohibit dual branding by the concessionaire.  The assignment
will allow ANC to operate under the National and Alamo
tradenames at the airport.

Ms. Fatell submits that National owes the airport authority
$381,864.54 in prepetition expenses, $86,402 in postpetition
expenses and $477,813 in prepetition customer facility charges
under the National Concession and Lease Agreements.  Alamo,
meanwhile, owes the Board $176,6262 in prepetition expenses
under the Alamo Concession and Lease Agreements, $114,564 in
postpetition expenses and $128,058 in prepetition customer
facility charges.  The Debtors will be curing the arrears with
the approval of the Motion.

Ms. Fatell asserts that the relief requested is warranted
because it is expected to result in $6,007,000 per year in fixed
facility costs and other operational cost savings. (ANC Rental
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AAMES FIN'L: Exch. Offer for 5.5% Debentures Extended to July 2
---------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF) announced that the
expiration date of its offer to exchange its newly issued 4.0%
Convertible Subordinated Debentures due 2012 for any and all of
its outstanding 5.5% Convertible Subordinated Debentures due
2006 has been extended to 5:00 p.m., New York City time, on
Tuesday, July 2, 2002. The Exchange Offer had been scheduled to
expire Friday, June 21, 2002, at 5:00 p.m., New York City time.
To date, the Company has received tenders of Existing Debentures
from holders of approximately $42.8 million principal amount, or
approximately 37.6%, of the outstanding Existing Debentures.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At March 31, 2002, the Company
operated 100 retail branches, 5 regional wholesale loan offices
and 2 National Loan Centers throughout the United States.

The offering memorandum, including supplements thereto, and
related letter of transmittal, filed with the Securities and
Exchange Commission, along with the Company's other filings,
including its Annual Report on Form 10-K/A, its Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and Proxy
Statement, can be obtained, free of charge, from the Securities
and Exchange Commission's Web site at http://www.sec.gov In  
addition, these documents can be obtained from the Company, at
no cost, by calling the Company's Investor Relations Department
at (323) 210-5311. Copies of the offering memorandum and related
letter of transmittal can also be obtained from D.F. King & Co.,
Inc., the information agent, at (212) 269-5550 (banks and
brokers) or (800) 207-3159 (toll free).

As reported in Troubled Company Reporter's June 19, 2002
edition, Moody's further junked Aames Financial's senior debt
rating.


ADVANCED SWITCHING: Sets Tomorrow as Sealed-Bid Action Deadline
---------------------------------------------------------------
Advanced Switching Communications, Inc. (NASDAQ:ASCX) is in the
process of soliciting bids for its value-added product line of
broadband access platforms, including product inventory,
development and product support environment, customer lists,
marketing materials, warranty and maintenance contracts and
related intellectual property for both current and next-
generation product development as well as its domain names:
asc.com and asc1.com.

The sealed-bid auction will be managed by Tranzon Fox, which is
based in Northern Virginia. Deadline for placing bids is
Wednesday, June 26 at 5:00 p.m. (EDT).

Advanced Switching Communications, which launched in 1997, was a
provider of innovative broadband services access platforms for
next-generation networks. Company products offered solutions to
the challenges of converging voice and data traffic by providing
the high-speed on- and off-ramps between legacy and next-
generation networks.

The products are designed for use by LECs, competitive carriers,
ISPs and PTTs to meet current and future customer demand for
broadband services over existing infrastructure while lowering
costs and simplifying their networks.

ASC products deliver the capabilities of "big iron" switching
equipment at a significantly lower cost-per-port.

At the heart of the ASC product line is its technology that
enables flexible, software-configurable ports supporting a range
of protocols including frame relay, multi-link frame relay, ATM,
and inverse multiplexing over ATM services at speeds ranging
from DS-O to OC-12.

"ASC's product line starts with its compact, 'pizza box' - sized
product that offers unprecedented protocol and bandwidth
flexibility. ASC products easily scale from very low to very
high port densities, giving service providers a way to enter new
markets with minimal capital expense and deliver services to
smaller cities or larger metro areas with the same product
line," says ASC's former Marketing Director Ed Traub.

According to Stephen Karbelk, senior vice president of Tranzon
Fox, "ASC offers a telecommunications competitor or buyer in a
related field the chance to increase sales volume in a tough
market or create a new division with a built-in set of customers
sold on a product line with a proven track record."

For more information about the auction contact Tranzon Fox's
Stephen Karbelk at (703) 912-3307 or
http://www.skarbelk@tranzon.com

                         *   *   *

As reported in Troubled Company Reporter's May 28, 2002 edition,
Advanced Switching Communications has filed its Certificate of
Dissolution with the State Secretary of Delaware.


AGRILINK FOODS: S&P Keeps Watch on B+ Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's said that its single-'B'-plus corporate credit
rating for food products company Agrilink Foods Inc. remains on
CreditWatch with positive implications, where it was placed on
March 13, 2002.

Rochester, New York-based Agrilink Foods announced that its
parent, Pro-Fac Cooperative Inc., Vestar Capital Partners and
the company had signed a definite agreement providing for a $175
million equity investment in Agrilink Foods. Under the terms of
the agreement, Vestar affiliates will become Agrilink's majority
stockholder and Pro-Fac will retain a minority interest.
Proceeds of the recapitalization (Vestar equity investment and a
new secured bank facility) will be used to retire existing bank
debt. Upon closing of the transaction, Pro-Fac and Agrilink will
operate as independent entities. There will be a long-term
supply agreement with Pro-Fac.

Agrilink Foods has approximately $719 million in debt as of
March 30, 2002.

Standard & Poor's will monitor the situation and meet with
management over the near-term to discuss the firm's business
strategy, capital structure, and financial policies.

Agrilink Foods, a wholly owned subsidiary of Pro-Fac
Cooperative, is a processor and marketer of regional private-
label and branded food products for food service and retail
consumers. The company has four primary product lines:
vegetables, fruits, snacks, and canned meals.


AMERICAN SKIING: Relocates Certain HQ Operations to Utah
--------------------------------------------------------
American Skiing Company (OTC: AESK) has made a strategic
decision to relocate certain corporate headquarters operations
to Park City, Utah.

The Company has already begun moving certain strategic functions
and expects to complete the move by this fall.  The Company
expects to ultimately locate approximately 45 positions in Utah.  
However, significant portions of the Company's existing
information services, finance and retail divisions will remain
located in Maine and Vermont.  Sunday River Ski Resort, also
based in Newry, will remain a vital part of the American Skiing
Company family of resorts and the Company expects that its
operations will not be impacted by the decision.

"Newry and neighboring Bethel have been the Company's
headquarters since its inception and we have enjoyed the strong
support of the community as well as the state," said CEO B.J.
Fair.  "Bethel offers an ideal setting for snow sports and
outdoor recreation and we remain committed to the community and
the ongoing success of Sunday River Ski Resort.  Our decision to
move certain strategic functions was made to allow the Company
to more effectively concentrate on opportunities at our Western
resorts including The Canyons resort in Park City, Utah and
Steamboat ski resort in Steamboat Springs, Colorado."

American Skiing Company is one of the largest operators of
alpine ski, snowboard and golf resorts in the United States.  
Its resorts include Killington and Mount Snow in Vermont; Sunday
River and Sugarloaf/USA in Maine; Attitash Bear Peak in New
Hampshire; Steamboat in Colorado; and The Canyons in Utah.  More
information is available on the Company's Web site,
http://www.peaks.com

                         *   *   *

As previously reported, American Skiing was not in compliance
with several financial covenants under its $156.1 million resort
senior credit facility as of the end of the third quarter of
fiscal 2002.  In conjunction with the sale of its Heavenly ski
resort on May 9, 2002, the Company completed an amendment to its
resort senior credit facility that revised covenants to reflect
the Company's ongoing operations and business plan and cured the
existing and pending financial covenant defaults.  However,
since the sale of Heavenly closed after the end of the third
fiscal quarter ended April 28, 2002, long term resort debt was
classified as short term pending closing of the sale. Management
anticipates that in the future it will reclassify the
appropriate portion of resort debt as long term if it can
reasonably expect to remain in compliance with its covenants
based on internally developed forecasts.

As a result of defaults under lending agreements for its real
estate subsidiary, ASCRP and its hotel development subsidiary,
GSRP, the Company has classified all of the debt associated with
these real estate subsidiaries as short term.  If the Company is
successful in restructuring its credit facilities, and can
reasonably expect to remain in compliance based on internally
developed forecasts, it will reclassify the appropriate portion
of real estate debt as long term.


AMERICREDIT: Calling for 9.25% Sr. Notes Redemption on July 22
--------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) has notified the trustee that it is
calling for redemption on July 22, 2002 all of its 9-1/4% Senior
Notes due 2004 that remain outstanding on the Redemption Date,
at a redemption price of $1,023.13 per $1,000 principal amounts
of Notes plus accrued and unpaid interest to, but not including,
the Redemption Date.

AmeriCredit has instructed the trustee to mail the redemption
notice to the registered holders of the Notes.

On June 6, 2002, AmeriCredit commenced a tender offer and
consent solicitation for all of the outstanding Notes. As of
5:00 p.m., New York City time, on June 19, 2002, tenders and
consents representing approximately 77.4% of the Notes had been
received by the depositary and accepted for payment by
AmeriCredit. The total consideration of $1,023.13 per $1,000
principal amount of Notes validly tendered on or prior to the
Consent Date was deposited by AmeriCredit with the trustee on
June 20, 2002.

Pursuant to the terms of AmeriCredit's Offer to Purchase and
Consent Solicitation Statement dated June 6, 2002, holders who
validly tender their Notes after the Consent Date and prior to
12:00 midnight on Wednesday, July 3, 2002 are entitled to
receive the purchase price for their Notes equal to the total
consideration minus the consent payment. As a result, holders
are entitled to receive $1,003.13 for each $1,000 principal
amount of Notes tendered after the Consent Date but prior to the
Expiration Date. Any holders who tender their Notes pursuant to
the Offer to Purchase will not be entitled to have their Notes
redeemed on the Redemption Date.

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

                         *   *   *

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

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

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


ANCHOR PACIFIC: Must Obtain Refinancing Arrangement to Continue
---------------------------------------------------------------
During 1998, 1999 and 2000, Anchor Pacific Underwriters Inc. has
incurred substantial operating losses and has used approximately
$2,783,000 of cash in its operations. At June 30, 2001, the
Company had negative working capital of $6,718,100 and a
deficiency in assets of $5,556,260. The Company is in violation
of the terms of substantially all of its debt. Over the last
year, the Company has received financing from its majority
shareholder, Ward North America Holding, Inc.  Management has
been notified by WNAH that it does not intend to provide any
further financing in support of the Company's operations.
Effective January 1, 2002, the Company discontinued WBA
companies' plan administration business.

Management is attempting to develop a plan to restructure
Anchor's debt, raise additional working capital, and continue to
operate Spectrum CA, the Company's managed care subsidiary. The
assets and business of Anchor and Spectrum CA are encumbered by
collateral security interests granted for loans made by Anchor's
commercial bank and Legion Insurance Company, both of which are
in default. Neither Anchor nor Spectrum CA has capital resources
sufficient to cure the loan defaults and, as a result, their
assets could be subjected to foreclosure by either secured
lender. Anchor and Spectrum CA also owe significant sums to
other unsecured creditors and lenders, including the Novaeon,
Inc. bankruptcy estate and WNAH and its subsidiaries including
Ward North America, Inc.  In the event a secured creditor of
Anchor or Spectrum CA commences legal action to collect its debt
or enforce its security interests or the Company suffers an
adverse outcome in its pending litigation, it is foreseeable
that Anchor, and/or Spectrum CA would file for Chapter 11
bankruptcy protection to preserve their assets and ongoing
operations.

In 2002, WBAIS plans to make a general assignment of its assets
for the benefit of creditors to facilitate a workout of its debt
under an arrangement that is similar to bankruptcy liquidation.
The assignee under such an assignment is granted rights under
state law similar to those of a federal bankruptcy trustee,
including the right to take possession of a debtor's assets,
recover avoidable transfers of property for the benefit of all
creditors, pursue and compromise claims on behalf of the debtor,
and administer the equitable distribution of the debtor's assets
among its creditors.

The continuation of the Company as a going concern is dependent
on the successful implementation of a refinancing plan and the
retention of Spectrum CA's managed care operations. Any such
refinancing plan will likely require Anchor's debt to be
restructured or all or portions of it converted to Anchor equity
securities. Any such plan will also likely require the Company
to raise substantial additional working capital. There can be no
assurance that such a plan will be developed and successfully
implemented.


ASSOCIATED MATERIALS: Closes 9.25% Notes Change of Control Offer
----------------------------------------------------------------
Associated Materials Incorporated announced that its change of
control offer to purchase any and all $988,000 outstanding
principal amount of its 9-1/4% Senior Subordinated Notes due
March 1, 2008 issued under the Indenture, dated as of March 1,
1998, between AMI and The Bank of New York Trust Company of
Florida, NA., as amended expired on June 21, 2002, at 10:00
a.m., New York City time.

AMI accepted $80,000 in principal amount of the 9-1/4% Notes
that were validly tendered and not withdrawn in the Change of
Control Offer.  The settlement of the Change of Control Offer
took place at the close of business on June 21, 2002.

The Change of Control Offer consideration per $1,000 principal
amount of 9-1/4% Notes validly tendered and not withdrawn prior
to the Expiration Date was $1,010, plus accrued and unpaid
interest, if any, to the Payment Date.

AMI commenced the Change of Control Offer on May 17, 2002
pursuant to the Indenture, which required AMI to make an offer
to holders to purchase the 9-1/4% Notes within 30 calendar days
following a change of control.  The change of control took place
upon the merger of Simon Acquisition Corp., a wholly-owned
subsidiary of Associated Materials Holdings Inc. (which is
controlled by affiliates of Harvest Partners, Inc.) into AMI.  
Following the merger, AMI continued as the surviving
corporation.

This release is not an offer to purchase or a solicitation of an
offer to sell with respect to the 9-1/4% Notes.  The Change of
Control Offer was made only by AMI's Offer to Purchase dated May
17, 2002.

Associated Materials is a leading manufacturer of exterior
residential building products, which are distributed through
more than 80 company-owned Supply Centers across the country.
Its Alside division produces a broad range of vinyl siding and
vinyl window product lines as well as vinyl fencing, vinyl
decking and vinyl garage doors. The Company's operations also
include AmerCable, a manufacturer of electrical cable used in
mining, offshore drilling, transportation and other specialized
industries.

                         *    *    *

As previously reported, Standard & Poor's revised the
CreditWatch implications on building products manufacturer
Associated Materials Inc.'s 'BB' corporate credit rating to
negative from developing. Ratings on Associated Materials were
placed on CreditWatch on December 20, 2001, following the
company's announcement that it was pursuing strategic
alternatives, including a possible sale of the company.

The revision of the CreditWatch implications stems from the
completion of Standard & Poor's review of the company's proposed
capital structure pending its sale to Harvest Partners Inc. The
transaction, valued at $468 million, will be financed with $296
million of cash and debt and $172 million of equity. If the
acquisition is completed as currently structured, Standard &
Poor's expects to lower its corporate credit rating on
Associated Materials Inc. to double-'B'-minus, reflecting a more
leveraged capital structure. The outlook will be stable.

The proposed debt financing includes a $165 million secured
credit facility, consisting of a $40 million revolving credit
facility due 2007 and a $125 million term loan maturing in 2009.
Based on preliminary terms and conditions, Standard & Poor's
bank loan rating will be double-'B'-minus, the same as the
corporate credit rating. The facility will be secured by
substantially all of the company's assets, which should provide
some measure of protection to lenders. However, based on
Standard & Poor's simulated default scenario, it not likely that
a distressed enterprise value would be sufficient to cover the
entire loan facility.

In addition, Standard & Poor's expects to assign a single-'B'
rating to the company's proposed $165 million subordinated notes
due 2012 to be issued under Rule 144A with registration rights.
The company's existing $75 million 9-1/4% subordinated notes due
2008 are expected to be redeemed, and rating on these notes will
be withdrawn when the transaction closes.


AVISTA: Says Will Continue to Cooperate with Energy Inquiries
-------------------------------------------------------------
Avista Corp. (NYSE: AVA) has received a subpoena from the U.S.
Commodity Futures Trading Commission seeking, among other
things, records related to any "round-trip" trading practices,
also known as "wash" trading, that may have occurred since
January 2000. Avista believes it is among a number of firms
that have received a similar inquiry.

In a previous response to the Federal Energy Regulatory
Commission, Avista clarified that it does not engage in "wash"
or "round-trip" trading.

"Avista's business practices are legal and ethical," said Gary
G. Ely, chairman, president and chief executive officer of
Avista Corp.  "We will cooperate fully with the CFTC to ensure
that all relevant information is made available for both Avista
Utilities and Avista Energy."

In a separate legal action, an individual shareholder has filed
a derivative lawsuit in the Superior Court of Washington,
Spokane County, against Avista's board of directors. The suit
alleges that the Avista board members breached their fiduciary
duties "by causing the company to engage in improper trading
activities and then trying to cover them up when questioned
by FERC."  Avista has twice provided to FERC information showing
that the company has engaged in no improper transactions.

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

                         *    *    *

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


BRIDGE INFO: Plaza III Wants Prompt Lease Assignment to Reuters
---------------------------------------------------------------
Plaza III, Ltd. asks the Court to compel Bridge Information
Systems, Inc. to execute an assignment to Reuters America Inc.
of the lease in Plaza III Building.

Howard S. Smotkin, Esq., at Stone, Leyton & Gershman, in St.
Louis, Missouri, states that in relation to the Debtors' sale of
their assets to Reuters, unexpired leases were supposed to be
assumed and assigned.  A lease for office space in the Plaza III
Building located at 3005 Center Green Drive, Boulder, Colorado,
was included.  The parties to the lease are Plaza III, as
landlord, and the Debtors and Wallstreet on Demand, as tenants.
"As of the date of this motion, the outstanding leasehold
obligation is approximately $3,500,000 through October of 2006,"
Mr. Smotkin says.  Accordingly, both the Debtors and Wallstreet
assumed the office lease.

Mr. Smotkin relates that representations were made to Plaza III
that the office lease would be assigned to Reuters America as:

    (i) two perfected estoppel certificates;

   (ii) adequate assurance of future performance by Reuters
        America under the office lease; and

  (iii) that Reuters America is a credit tenant.

After the assumption, Mr. Smotkin tells the Court that only one
of the Debtors, Wallstreet, executed an unperfected assignment
of the lease.  The assignment was not to Reuters but to WSOD
Acquisition Corporation, an entity Reuters America formed to
contain liabilities.  However, they did not disclose this to the
Court nor to Plaza III.  "By false pretenses, Reuters America
obtained from Plaza III its consent to the assumption and
extracted its estoppel certificate," Mr. Smotkin reports.
Reuters America improperly tried to substitute WSOD Acquisition
Corporation as assignee of the lease.

Reuters America intended to be the assignee and represented it
would be the assignee.  "Plaza III relied on their
representations and Reuters America estopped from denying it is
the assignee," Mr. Smotkin adds.  In the alternative, Reuters
America intentionally misled the Court and Plaza III and
completely undercuts the protections afforded a landlord.  Mr.
Smotkin relates that if the Court does not direct the Debtors
and Wallstreet to execute an assignment to Reuters, Plaza III
and its principals will not be able to continue to mitigate the
substantial damages caused by Reuters' conduct.  Plaza III
expressly reserves the right to seek recovery of these damages.

Mr. Smotkin asserts that Plaza III is entitled to this Court's
order directing both the Debtors and Wallstreet, which assumed
the lease, to execute an assignment of the lease to Reuters
America. (Bridge Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


CATALINA LIGHTING: Commences Trading on Nasdaq SmallCap Market
--------------------------------------------------------------
Catalina Lighting, Inc. (OTC Bulletin Board: CALI.OB), a leading
international designer, manufacturer and distributor of lighting
products for residential and office environments, announced that
its application for listing on the Nasdaq SmallCap Market has
been approved. Catalina Lighting will commence trading on the
Nasdaq SmallCap Market on Monday, June 24, 2002 under the
trading symbol "CALA". The Company's shares are currently quoted
on the OTC Bulletin Board under the symbol "CALI".

Commenting on the move, Eric Bescoby, Catalina's Chief Executive
Officer, stated, "We are very pleased that we have satisfied one
of our strategic goals. We believe that our Nasdaq SmallCap
Market listing will greatly enhance our visibility and access to
institutional investors and the general investment community,
thereby increasing our shareholder base and the liquidity of our
stock and enhancing the long-term value of the Company."

Catalina also recently effected a debt restructuring, whereby
the Company reduced its outstanding indebtedness by over $6
million. In transactions consummated on June 14, 2002, Catalina
issued an aggregate of 1,109,415 shares of common stock to its
subordinated debt holders at a purchase price of $5.41 per
share, payable in full by the cancellation of debt. Bescoby
stated, "We believe that reducing our debt will provide a
stronger financial base for the execution of Catalina's growth
strategy."


CHARTER COMMS: Exchange Offer for Two Debt Issues Expires Today
---------------------------------------------------------------
Charter Communications Holdings, LLC and Charter Communications
Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc. (Nasdaq:CHTR), announced the second
extension of their offer to exchange their outstanding $350
million of 9.625% Senior Notes due 2009, $300 million of 10.000%
Senior Notes due 2011 and $263 million of 12.125% Senior
Discount Notes due 2012 with a principal at maturity of $450
million for $350 million of 9.625% Senior Notes due 2009, $300
million of 10.000% Senior Notes due 2011 and $263 million of
12.125% Senior Discount Notes due 2012 with a principal at
maturity of $450 million.

The Exchange Offer was scheduled to expire at 5:00 p.m. Eastern
Time, on June 20, 2002. As of Thursday, approximately $345
million in aggregate principal amount of 9.625% Senior Notes due
2009, $297 million in aggregate principal of 10.000% Senior
Notes due 2011, and $445 million in aggregate principal at
maturity of 12.125% Senior Discount Notes due 2012 have been
confirmed as tendered in exchange for a like principal amount of
New Notes.

The new expiration date for the Exchange Offer is 5:00 p.m.
Eastern Time, on June 25, 2002.

The New Notes have been registered under the Securities Act of
1933, as amended. The Old Notes were sold to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act on January 14, 2002. The Old Notes were not registered under
the Securities Act and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

Charter Communications, A Wired World Company(TM), is among the
nation's largest broadband communications companies, currently
serving more than 6.8 million customers in 40 states. Charter
provides a full range of advanced broadband services to the
home, including cable television on an advanced digital video
programming platform marketed under the Charter Digital Cable(R)
brand and high-speed Internet access via Charter Pipeline(R).
Commercial high-speed data, video and Internet solutions are
provided under the Charter Business NetworksTM brand.
Advertising sales and production services are sold under the
Charter Media brand.

At December 31, 2001, Charter Communications reported having a
working capital deficit of about $1 billion.

Charter Comm Holdings LLC's 10.25% bonds due 2010 (CHTR10USR1),
DebtTraders reports, are quoted at a price of 95. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHTR10USR1
for real-time bond pricing.


COVANTA ENERGY: Pitney Bowes et al Seeks Appointment of Examiner
----------------------------------------------------------------
Pitney Bowes Credit Corporation, Allstate Insurance Company and
Mission Funding Zeta ask the Court to appoint an examiner to
investigate the conflicts between the Huntington Partnership and
the balance of Covanta Energy Corporation, pursuant to Section
1104(c) of the Bankruptcy Court.

Keith Wofford, Esq., at Kelley Drye & Warren LLP, in New York,
narrates that debtor, Huntington Partnership has two general
partners -- debtors, Huntington Resource Recovery One Corp. and
Huntington Resource Recovery Seven Corp.  These are special
purpose corporations that conduct no business other than
management and general partner duties of Huntington Partnership.
Mission Funding Zeta, Pitney Bowes and Allstate Insurance on the
other hand are limited partners of Huntington Partnership.

Mr. Wofford reports that bankruptcy filing of Huntington
Partnership is a breach of contract by the general partners
under the First Amended and Restated Agreement of Limited
Partnership of Ogden Martin Systems of Huntington Limited
Partnership dated October 7, 1991.  The Agreement provides that
the power of the general partner to file a bankruptcy petition
of Huntington Partnership is subject to the prior approval of
the majority interest of the Limited Partners.  However, Mr.
Wofford notes, none of the Limited Partners consents or was
consented on the bankruptcy filing.

Based on the financial statement, Mr. Wofford states, the
Huntington Partnership is a financially healthy entity that is
solvent and generates a positive cash flow.  In fact, for the
first nine months of 2001, Huntington Partnership had recorded a
net income of $6,165,000.  The Debtors could not show an
evidence showing insolvency afterwards.

Mr. Wofford continues that Huntington Partnership is not a
borrower, guarantor for the Debtors' credit facilities.  The
Limited Partners assert that Huntington Partnership never relied
and continues to have no need on the cash available under the
Credit Agreement or the Prepetition Loan Documents for the
operation of the business.  The only indebtedness of Huntington
Partnership, Mr. Wofford reveals, was the secured bond financing
issued by the Suffolk County Industrial Development Agency in
the original principal amount of $136,045,000.  Thus, the
Limited Partners objected when Huntington Partnership was
imposed with the full liability for all obligations incurred or
to be incurred under the Debtors' DIP Facility.  The Court
reserved the Limited Partners' right to continue to prosecute
their objections to the DIP Facility in the event the Limited
Partners and the Debtors do not reach a settlement with respect
to the substance of the objection.

Accordingly, Mr. Wofford says that an examiner must be appointed
because the Limited Partners believe that various actions taken
by Covanta may potentially benefit some members of the Covanta
corporate group but are highly prejudicial to the Huntington
Partnership, potentially creating conflicting loyalties in the
General Partners.  The Limited Partners have noticed numerous
manifestations of these conflicts early on:

    (a) the Debtors' filing of the DIP Facility, seeking to
        impose a liability of up to $289,062,730 on the
        Huntington Partnership, demonstrates a clear conflict
        between the Debtors and Huntington Partnership;

    (b) when the Debtors filed the Cash Management Motion, which
        allows the Debtors to sweep all cash from the solvent
        Huntington Partnership; and

    (c) when the Debtors filed the KKR Motion, seeking to bind
        all Debtors, including Huntington Partnership, to pay
        KKR a $2,500,000 "participation payment" and become
        liable for unspecified indemnity obligations.

Furthermore, Mr. Wofford adds, the examiner should investigate
the:

    (a) absence of any representative for the Huntington
        Partnership's creditors on the Debtors' Official
        Committee of Unsecured Creditors;

    (b) absence of any representation for the Huntington
        Partnership's creditors on the Debtors' unofficial 9.25%
        debenture holders' committee;

    (c) inherent factual disagreement that will occur between
        the Debtors' principals and the Limited Partners every
        time a conflict of interest is asserted in these cases;

    (d) extent to which the Huntington Partnership relied upon
        the cash available under the Credit Agreement or the
        Pre-petition Loan Documents for the operating or cash
        needs of the Huntington Partnership;

    (e) extent to which the Huntington Partnership requires any
        DIP financing;

    (f) extent to which the pre-petition secured creditors of
        Covanta Energy Corporation and its affiliates had claims
        against the Huntington Partnership or its assets as of
        the Petition Date;

    (g) degree to the Covanta's principals have observed proper
        corporate and partnership formalities in the conduct of
        the Huntington Partnership's affairs;

    (h) degree to which management and parties responsible for
        the Huntington Partnership breached their fiduciary
        duties to the creditors and equity holders of the
        Huntington Partnership; and

    (i) any other matter necessary to ensure that the best
        interests of the Huntington Partnership's estate are
        protected. (Covanta Bankruptcy News, Issue No. 7;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)   


DT INDUSTRIES: Completes Major Financial Recapitalization Deal
--------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, has completed its previously-
announced major financial recapitalization transaction.  The
financial recapitalization has strengthened the Company's
balance sheet by adding approximately $63.5 million to
stockholders' equity and reducing indebtedness by approximately
$68.6 million. Pursuant to the financial recapitalization
transaction, the Company has:

   -- extended the maturity date of its senior credit facility
from July 2, 2002 to July 2, 2004 and repaid approximately $18.5
million of outstanding indebtedness under the facility and
concurrently reduced the lenders' commitments by approximately
$13.7 million;

    -- sold 7.0 million shares of its common stock in a private
placement to several current stockholders at a purchase price of
$3.20 per share, for an increase in capital of $22.4 million,
less expenses;

    -- reduced the outstanding 7.16% Convertible Preferred
Securities of DT Capital Trust (and the related junior
subordinated debentures of the Company held by the Trust) by
approximately $50.1 million through an exchange of half of the
outstanding amount, plus all accrued and unpaid interest through
March 31, 2002, for 6,260,658 shares of the Company's common
stock at an exchange price of $8.00 per share; and

    -- amended the terms of the remaining $35.0 million of TIDES
by reducing their conversion price from $38.75 to $14.00 per
share, shortening their maturity from May 31, 2012 to May 31,
2008 and providing that interest does not accrue during the
period from March 31, 2002 until July 2, 2004.

The securities sold in the financial recapitalization have not
been and, except pursuant to resale registration rights granted
to the holders of the securities, will not be registered under
the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an
applicable exemption from registration requirements.

The Company also announced that its 2002 Annual Meeting of
Stockholders will be held on November 7, 2002 in Dayton, Ohio.


ENRON CORP: Court Sets Final DIP Financing Hearing for July 2
-------------------------------------------------------------
Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, recounts that various creditors interposed objections
to the entry of a final order approving postpetition financing
to Enron Corporation and its debtor-affiliates.  Mr. Bienenstock
notes that the majority of the DIP Objections were either
premised on:

  (i) the blanket imposition of liens, pursuant to the DIP
      Credit Agreement, on the assets of the Debtors in favor of
      the DIP Lenders; and

(ii) the mechanics of the Debtors' existing cash management
      system, particularly the daily "sweep" of cash from the
      ENA accounts to the Enron Concentration Account.

The Court tried to address the creditors' concerns by appointing
an Examiner for Enron North America Corporation.

Six months after the Petition Date, Mr. Bienenstock notes, the
Debtors have not borrowed any funds under the DIP Credit
Agreement and do not foresee the need to borrow funds in the
form or manner as contemplated by the DIP Credit Agreement.  As
a result, Mr. Bienenstock says, the Debtors wish to enter into
an amended postpetition credit facility that permits them to
obtain up to $250,000,000 in letters of credit, and to use the
letters of credit in the operation of their businesses.

According to Mr. Bienenstock, JPMorgan Chase Bank and Citicorp
USA Inc. will still act as the DIP Lenders since no potential
new lender was willing to provide a DIP credit facility under
any terms without subjecting the Debtors to new and substantial
fees.

So, once again, the Debtors engaged in good faith, extensive and
arm's-length negotiations with JPMorgan and Citicorp to amend
the DIP Credit Agreement, with the goals of:

  -- obtaining a postpetition financing arrangement that would
     meet the real needs of the Debtors' reorganization efforts,

  -- resolving outstanding objections to the original DIP
     Credit, and

  -- remaining consistent with the ENA Examiner Report, the
     Amended Cash Management Order and the Expanded Duties
     Order.

Mr. Bienenstock reports that these negotiations have culminated
in an agreement by the DIP Lenders to amend the DIP Credit
Agreement and to provide postpetition financing to the Debtors
on the terms and conditions in:

  (i) that certain Amended and Restated Revolving Credit and
      Guaranty Agreement dated as of June 14, 2002, by and among
      Enron, as borrower, each of the direct or indirect
      subsidiaries of the Borrower party thereto as guarantors,
      the DIP Lenders, JPMorgan and Citicorp as co-
      administrative agents, Citicorp as paying agent, and
      JPMorgan as collateral agent; and

(ii) the proposed form of final order approving the Amended DIP
      Credit Agreement.

Essentially, Mr. Bienenstock says, the Amended DIP Credit
Agreement permits the Debtors to obtain up to $250,000,000 in
letter-of-credit financing, including a sub-limit of $50,000,000
for the issuance of letters of credit for the benefit of non-
debtor affiliates, and to use the letters of credit in the
operation of their respective businesses.  Pursuant to the terms
of the Amended DIP Credit Agreement, Mr. Bienenstock relates,
the Borrower will deposit $25,000,000 up-front in a deposit
account maintained at the offices of JPMorgan.  Each Debtor for
whose benefit a letter of credit will be issued will place cash
in an amount equal to 110% of the face amount of the letter of
credit in a separate deposit account maintained at the offices
of JPMCB. Importantly, Mr. Bienenstock emphasizes, the Amended
DIP Credit Agreement does not require the Debtors to incur any
new fees beyond those originally required under the DIP Credit
Agreement.

The salient provisions of the DIP Financing Documents are:

Borrower:          Enron

Guarantors:        Each of the direct or indirect subsidiary
                   Debtors of the Borrower named in the Amended
                   DIP Credit Agreement.

Co-Administrative
Agents:            JPMorgan and Citicorp

Paying Agent:      Citicorp

Collateral Agent:  JPMorgan

DIP Lenders:       JPMorgan, Citicorp and each of the other
                   financial institutions from time to time
                   party to the Amended DIP Credit Agreement.

Commitment and
Availability:      The Amended DIP Credit Agreement provides for
                   a letter-of-credit facility in an aggregate
                   amount not to exceed $250,000,000, all of the
                   Borrower's obligations under which are to be
                   guaranteed by the Guarantors and secured as
                   provided in the Final Order and in the Loan
                   Documents.

                   JPMorgan and Citicorp equally commit
                   $125,000,000 each.

Letters of Credit: The issuance of Letters of Credit is subject
                   to the satisfaction of certain terms and
                   conditions, including, without limitation:

                   -- The Borrower may request a Fronting Bank
                      to issue one or more Letters of Credit for
                      the account of any Loan Party or Non-
                      Debtor Affiliate; provided, however, that:

                          (i) the Total Letter of Credit
                              Outstanding shall not exceed the
                              Total Commitment, and

                         (ii) the Letter of Credit Outstanding
                              with respect to Non-Debtor Letters
                              of Credit shall not exceed
                              $50,000,000 at any time.

                  -- The Required DIP Lenders may request that
                     the Paying Agent issue a "Stop Issuance
                     Notice" to each Fronting Bank to
                     temporarily or permanently stop the
                     issuance of Letters of Credit if the
                     Required DIP Lenders determine that the
                     conditions precedent set forth in the
                     Amended DIP Credit Agreement will not be
                     satisfied at the time.

                  -- No Letter of Credit will expire later than
                     10 days prior to June 3, 2003; and all
                     Letters of Credit must be repaid by the
                     Maturity Date.

                  -- When honoring a draw under a Letter of
                     Credit, the Fronting Bank will instruct
                     the Collateral Agent to debit the LC
                     Collateral Account related to the Letter
                     of Credit and pay the funds to the
                     beneficiary of the Letter of Credit. If the
                     relevant LC Collateral Account does not
                     contain sufficient funds to pay all amounts
                     owing to the beneficiary of the Letter of
                     Credit, the Collateral Agent may satisfy
                     the obligation by debiting the LC Cushion
                     Account, any other account, deposit or
                     otherwise (including other LC Collateral
                     Accounts), of any Loan Party. If the
                     Collateral Agent does not debit and apply
                     funds as provided and as a result a
                     Fronting Bank honors a draw itself, drafts
                     drawn under the Letter of Credit will be
                     reimbursed by the Borrower in Dollars in
                     cash on the draw date and will bear
                     interest from the date of draw until
                     reimbursed in full at a rate per annum
                     (computed on the basis of the actual number
                     of days elapsed over a year of 360 days)
                     equal to the Alternate Base Rate plus the
                     Applicable Margin plus 2%.

                  -- Immediately upon the issuance of any Letter
                     of Credit, the Fronting Bank will be
                     deemed to have sold to each DIP Lender, and
                     each other DIP Lender will be deemed
                     unconditionally and irrevocably to have
                     purchased from the Fronting Bank, an
                     undivided interest and participation in
                     the Letter of Credit.

                  -- In the event that a Fronting Bank makes any
                     payment under any Letter of Credit and the
                     Borrower has not reimbursed the amount in
                     full to the Fronting Bank, after notice,
                     each DIP Lender will promptly and
                     unconditionally pay to the Paying Agent for
                     the account of the Fronting Bank the amount
                     of the DIP Lender's Commitment Percentage
                     of the unreimbursed payment.

                  -- Any Fronting Bank and any of its directors,
                     officers, employees, agents and Affiliates
                     may, pursuant to the Amended DIP Credit
                     Agreement, honor and perform under Letters
                     of Credit without incurring liability.

Term:             The Amended DIP Credit Agreement will be
                  available during the period beginning on the
                  Closing Date (which will be no later than 15
                  days after entry of the Final Order) and
                  ending on the earliest to occur of:

                     (i) the Maturity Date,

                    (ii) the substantial consummation of a plan
                         of reorganization of any Loan Party, or

                   (iii) the termination of the Commitments in
                         accordance with the terms of the
                         Amended DIP Credit Agreement.

Purpose:           The proceeds of the Letters of Credit will be
                  used solely to support general administrative
                  and operating expenses of:

                     (x) the Loan Parties, including, without
                         limitation, operating expenses with
                         respect to the Existing Trading
                         Operations and other expenses
                         associated with the hedging or unwind
                         of the Existing Trading Operations, or

                     (y) a Non-Debtor Affiliate.

                  In no event will any proceeds of any Letters
                  of Credit be used:

                     (i) to make or support any payment or
                         prepayment that is prohibited under the
                         Amended DIP Credit Agreement, including
                         any payment or prepayment in respect of
                         Pre-Petition Indebtedness to the extent
                         prohibited under the Amended DIP Credit
                         Agreement, or

                    (ii) to make or support any payment in
                         settlement of any claim, action or
                         proceeding before any court, arbitrator
                         or other governmental body arising
                         before the Initial Petition Date other
                         than as permitted by a "first day
                         order" entered by the Bankruptcy Court
                         at the time of the commencement of the
                         Cases or the Required DIP Lenders.

Priority and
Liens:            All "Obligations" under the Amended DIP Credit
                  Agreement (which are not limited to the
                  amounts owed under the Letters of Credit, but
                  also include certain treasury, ACH, cash
                  management, clearing and related services)
                  shall be secured by:

                     (i) a superpriority claim pursuant to
                         Section 364(c)(1) of the Bankruptcy
                         Code;

                    (ii) a perfected first-priority lien
                         pursuant to Section 364(c)(2) of the
                         Bankruptcy Code on all unencumbered
                         property of the Loan Parties and on all
                         cash and cash equivalents (including
                         amounts in the LC Cushion Account and
                         the LC Collateral Accounts) and any
                         investments of the funds it contained;
                         and

                   (iii) a junior lien pursuant to Section
                         364(c)(3) of the Bankruptcy Code on all
                         property of the Loan Parties that is
                         subject to valid and perfected Liens in
                         existence on the Petition Date relevant
                         to the Loan Party or to valid Liens in
                         existence on the Petition Date that
                         are perfected subsequent to the
                         Petition Date as permitted by Section
                         546(b) of the Bankruptcy Code.

                  The liens and superpriority claims will be
                  subject to a Carve-Out for:

                     (i) the United States Trustee and court
                         fees, and

                    (ii) up to $12,500,000 after the occurrence
                         and during the continuance of an Event
                         of Default, for professionals retained
                         by the Debtors and any statutory
                         committee appointed in the Cases,
                         subject to certain conditions as more
                         fully described in the Amended DIP
                         Credit Agreement;

                  provided, however, that funds in the LC
                  Cushion Account and LC Collateral Account are
                  not subject to the Carve-Out.

Default Interest: If any Loan Party defaults in the payment of
                  the principal of or interest on any Letter of
                  Credit Reimbursement Obligation or in the
                  payment of any Fee or other amount under the
                  Amended DIP Credit Agreement, whether at
                  stated maturity, by acceleration or otherwise,
                  the Loan Party must, on demand from time to
                  time, pay interest on the defaulted amount up
                  to (but not including) the date of actual
                  payment (after as well as before judgment) at
                  a rate per annum (computed on the basis of the
                  actual number of days elapsed over a year of
                  360 days) equal to the Alternate Base Rate
                  plus the Applicable Margin plus 2%.

Commitment Fees:  The Borrower will pay to the DIP Lenders a
                  commitment fee for the period from and
                  including the Closing Date to but excluding
                  the Termination Date or the earlier date of
                  termination of the Commitment, computed (on
                  the basis of the actual number of days elapsed
                  over a year of 360 days) at the Commitment Fee
                  Rate on the average daily Unused Total
                  Commitment. The Commitment Fee, to the extent
                  then accrued, will be payable:

                     (x) monthly, in arrears, on the last
                         calendar day of each month,

                     (y) on the Termination Date, and

                     (z) on the amount of any of the Unused
                         Total Commitment reduced or terminated
                         pursuant to Section 2.05 of the Amended
                         DIP Credit Agreement, on the date of
                         the reduction or termination.

Letter of
Credit Fees:      With respect to each Letter of Credit, the
                  Borrower will pay:

                     (i) to the Paying Agent on behalf of the
                         DIP Lenders, a fee calculated (on the
                         basis of the actual number of days
                         elapsed over a year of 360 days) at an
                         amount equal to 1.5% per annum on the
                         undrawn stated amount of the Letter of
                         Credit; and

                    (ii) to each Fronting Bank, customary
                         issuance, amendment and processing fees
                         and expenses with respect to each
                         Letter of Credit issued by the
                         Fronting Bank.  In addition, the
                         Borrower will pay each Fronting Bank
                         for its accounts a fronting fee in
                         respect of each Letter of Credit issued
                         by the Fronting Bank, for the period
                         from and including the date of issuance
                         of the Letter of Credit to and
                         including the date of termination of
                         the Letter of Credit, computed at a
                         rate of 0.25% per annum, on the face
                         amount of the Letter of Credit.

Conditions
Precedent to
Closing:          The occurrence of the Closing Date is subject
                  to these conditions precedent:

                  -- Receipt of:

                        (i) each Loan Party's certificates of
                            incorporation (or equivalent
                            governing document), as amended up
                            to and including the Closing Date;

                       (ii) a certificate of the Secretary of
                            State (or other applicable
                            Government Authority) of the
                            entity's jurisdiction of
                            incorporation or formation, dated as
                            of a recent date, as to the good
                            standing of the entity; and

                      (iii) a certificate of the Secretary or an
                            Assistant Secretary of each the
                            entity dated as of the Closing Date
                            certifying:

                            (A) the by-laws or other equivalent
                                governing document of the
                                entity;

                            (B) the resolutions of the entities
                                authorizing the issuance of
                                Letters of Credit and the
                                Amended DIP Credit Agreement;

                            (C) that the certificate of
                                incorporation or other
                                equivalent governing document of
                                the entity has not been amended
                                since the date of the last
                                amendment indicated on the
                                certificate of the Secretary of
                                State furnished pursuant to
                                clause (i), and

                            (D) the incumbency and signature of
                                each officer of the entity
                                executing the Amended DIP Credit
                                Agreement or any other Loan
                                Documents.

                  -- Receipt of a certified copy of an order of
                     the Bankruptcy Court approving the Loan
                     Documents and granting the Superpriority
                     Claim status and senior priming and other
                     Liens substantially in the form of the
                     Final Order.

                  -- Establishment of the LC Cushion Account in
                     which the Borrower will have deposited
                     cash in an amount equal to $25,000,000.

                  -- Establishment of the LC Collateral Accounts
                     of any Account Parties with respect to
                     Letters of Credit outstanding (or to be
                     issued) on the Closing Date, and each
                     Account Party must have deposited therein
                     cash in an amount equal to 110% of the
                     Letter of Credit Outstanding with respect
                     to Letters of Credit issued on behalf of
                     the Account Party.  Separate LC Collateral
                     Accounts will be established by each
                     Account Party for its standby letters of
                     credit and its commercial letters of
                     credit. The LC Collateral Accounts will be
                     in addition to the LC Cushion Account.

                  -- The Loan Parties must have:

                        (i) duly executed and delivered to the
                            Collateral Agent a Security and
                            Pledge Agreement, and

                       (ii) delivered UCC searches conducted in
                            the jurisdiction in which the Loan
                            Party conducts business.

                  -- Receipt of a favorable written opinion of
                     counsel to the Loan Parties, dated the
                     Closing Date.

                  -- The Borrowers must have paid the then
                     unpaid balance of all accrued and unpaid
                     fees and expenses due under and pursuant to
                     the Amended DIP Credit Agreement.

Conditions
Precedent to Each
Letter of Credit: The obligation of any Fronting Bank to issue
                  any Letter of Credit is subject to these
                  conditions precedent:

                  -- Establishment of the appropriate Type of LC
                     Collateral Account in the name of the
                     Account Party with respect to the Letter
                     of Credit.

                  -- After giving effect to the issuance of the
                     Letter of Credit:

                        (i) the Total Letter of Credit
                            Outstanding (including with respect
                            to Non-Debtor Letters of Credit)
                            will not exceed $250,000,000, and
                            the Letter of Credit Outstanding
                            with respect to Non-Debtor Letters
                            of Credit will not exceed
                            $50,000,000 (or, if less, the amount
                            permitted pursuant to the Cash
                            Management Order or otherwise
                            ordered by the Bankruptcy Court from
                            time to time);

                       (ii) the aggregate amount of Eligible
                            Assets on deposit in the Cushion
                            Account and all of the LC Collateral
                            Accounts will at least be equal to
                            the lesser of:

                            (x) the sum of the Cushion Amount
                                plus 110% of the Total Letter of
                                Credit Outstanding at the
                                time, and

                            (y) $275,000,000; and

                      (iii) the aggregate amount of Eligible
                            Assets on deposit in each LC
                            Collateral Account of each Account
                            Party will at least be equal to 110%
                            of the relevant Type of Letter of
                            Credit Outstanding of the Account
                            Party.

                  -- If the Letter of Credit is a Non-Debtor
                     Letter of Credit:

                        (i) the terms of the Letter of Credit
                            must comply with the Cash
                            Management Order as in effect on the
                            date of proposed issuance thereof;

                       (ii) the Non-Debtor Affiliate with
                            respect to the Letter of Credit
                            must have executed a Non-Debtor
                            Reimbursement Agreement; and

                      (iii) the Collateral Agent must have
                            received evidence satisfactory to it
                            that the relevant LC Collateral
                            Account (and all amounts on deposit
                            therein and investments thereon) is
                            subject to a perfected first
                            priority Lien in favor of the
                            Collateral Agent for the benefit of
                            the DIP Lenders, securing the
                            obligation of the Non-Debtor
                            Affiliate.

Other Provisions: The Amended DIP Credit Agreement provides for
                  certain representations and warranties, other
                  affirmative and negative covenants, and Events
                  of Default.

Fees:             The Amended DIP Credit Agreement does not
                  subject the Debtors to any new fees beyond
                  those originally required under the DIP Credit
                  Agreement.

If they are unable to obtain the letter-of-credit facility, Mr.
Bienenstock fears, the Debtors may have trouble maintaining
certain of their operations and meeting certain regulatory
compliance requirements, and competitors could capitalize on the
Debtors' difficulties, any occurrence of which would likely have
a long-term negative impact on the value of the Debtors'
estates, to the detriment of all parties in interest.

Mr. Bienenstock asserts that the Debtors' financing needs, as
well as those of Enron's non-debtor subsidiaries, can only be
satisfied if the Debtors are authorized to obtain letters of
credit up to $250,000,000 under the Amended DIP Credit
Agreement.  Mr. Bienenstock points out that the credit provided
under the Amended DIP Credit Agreement will enable the Debtors
and their non-debtor affiliates to continue financing their
numerous operations, pay their employees and operate their
businesses in the ordinary course and in an orderly and
reasonable manner to preserve and enhance the value of their
assets and enterprise for the benefit of all parties in
interest.

Because it is fair and reasonable, the Debtors contend that the
Court should approve the Amended DIP Credit Agreement.

If you need a complete copy of Enron's Amended DIP Credit
Agreement, it is available for a fee at:

    http://www.researcharchives.com/bin/download?id=020617234108  

The Final DIP Hearing has been adjourned from time-to-time and
it is currently scheduled for July 2, 2002. (Enron Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

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


ENRON CORP: Court OKs Garden State's Proposed Bidding Protocol
--------------------------------------------------------------
The Court authorizes Garden State Paper Company to conduct an
auction of the Mill and Recycling Business on July 19, 2002 at
10:00 a.m. at the offices of Weil, Gotshal & Manges LLP at 767
Fifth Avenue, 25th Floor in New York.

These bidding procedures will govern the Auction and the
submission of offers in connection with the sale of the
Business:

  1. Any entity that wishes to submit an Offer for the specified
     assets associated with the Business, the Mill Business, and
     the Recycling Business must provide Garden State with
     sufficient and adequate information to demonstrate, to the
     sole and absolute satisfaction of Garden State, upon
     consultation with the Creditors' Committee, that the
     competing bidder:

     (a) has the financial wherewithal and ability to consummate
         the purchase of the Business, the Mill Business, and
         the Recycling Business, including, without limitation,
         evidence of adequate financing and, if appropriate, a
         financial guaranty, and

     (b) can provide all non-debtor counterparties to executory
         contracts and unexpired leases to be assumed and
         assigned pursuant to Section 365 of the Bankruptcy Code
         with adequate assurance of future performance as
         contemplated by Section 365 of the Bankruptcy Code.

     Any party satisfying the criteria will be designated as a
     "Qualifying Party." Any Qualified Party will be permitted
     to conduct reasonable due diligence for purposes of making
     a competing bid, subject to executing an appropriate
     confidentiality agreement;

  2. Garden State, upon consultation with the Creditors'
     Committee, will only entertain offers that are on
     substantially the same terms and conditions as those terms
     set forth in the Asset Purchase Agreement.

  3. Offers must be:

     (a) in writing, and

     (b) received by:

           (1) Weil, Gotshal & Manges LLP
               767 Fifth Avenue
               New York, New York 10153
               Attn: Brian S. Rosen, Esq.
               Facsimile: 212-310-8007
               Attorneys for Garden State,

           (2) Davis, Polk & Wardwell
               450 Lexington Avenue
               New York, New York 10017
               Attn: Donald S. Bernstein, Esq.
               Facsimile: 212-450-3800
               Attorneys for JP Morgan Chase Bank, as Agent,

           (3) Shearman & Sterling
               599 Lexington Avenue
               New York, New York 10022
               Attn: Fredric Sosnick, Esq.
               Facsimile: 212-848-7179
               Attorneys for Citicorp, as Agent,

               and

           (4) Squire, Sanders & Dempsey LLP
               312 Walnut Street, Suite 3500
               Cincinnati, Ohio 45202-4036
               Attn: Stephen Lerner, Esq.
               Facsimile: 713-546-5830
               Attorneys for the Creditors' Committee,

     so that the bid is received by the parties no later than
     July 15, 2002, at 4:00 p.m.  Parties not submitting Offers
     by the Bid Deadline will not be permitted to participate
     at the Auction.

  4. Offers must be accompanied by a good faith deposit equal to
     10% of the Purchase Price, in the form of a certified or
     cashier's check made payable to Garden State.  All the
     deposits will be retained by Garden State (but the checks
     will not be cashed) until the earlier to occur of:

          (i) the Closing, or

         (ii) 30 days following the date of entry of the order
              granting the Sale Motion,

     except that Garden State will hold the deposit of the
     winning bidder(s) and apply the deposit to the Purchase
     Price at Closing.

  5. Each Offer must:

     (a) be presented under a contract substantially identical,
         except as to purchase price, to the Asset Purchase
         Agreement, marked to show all changes made to the
         agreement, and

     (b) not be subject to due diligence review, obtaining
         financing, or future consent or approval, including,
         without limitation, consent of the offeror's board of
         directors.

  6. All Offers must:

       (a) clearly state the Purchased Assets, Excluded Assets,
           Assumed Liabilities, and Excluded Liabilities, and

       (b) provide a breakdown of the bid according to these
           categories: Owned Real Property, Equipment and Fixed
           Assets, Accounts Receivable, Assumed Contracts,
           Inventory, Permits, Real Property Leases, Equipment
           Leases, Intellectual Property, and Employee Benefit
           Assets.

     In addition, Offers must identify all executory contracts
     and unexpired leases the offeror wants assumed and assigned
     that are not already identified on the schedules annexed to
     the Asset Purchase Agreement.

  7. Offers that conform to the terms specified will be
     considered at the Auction.

  8. Garden State will, after the Bid Deadline and prior to the
     Auction, and, together with the Creditors' Committee,
     evaluate all bids received, and determine which bid
     reflects the highest or best offer for the Business (or, to
     the extent necessary, the Mill Business and the Recycling
     Business). Garden State will announce the determination
     at the commencement of the Auction.

  9. The Auction will be conducted before all of the bidders
     jointly, Garden State will announce the identity of all of
     the bidders and the amount of their bids at the outset of
     the Auction, and Garden State will announce the amount of
     each subsequent bid and the identity of the bidders
     submitting the bid.

10. If there is a successful competing bidder for the Business,
     the Mill Business, or the Recycling Business, the
     successful bidder(s) is bound by all of the terms and
     conditions of the Asset Purchase Agreement with appropriate
     modifications for:

          (i) the identity of the successful bidder, and

         (ii) the purchase price, as the same will have been
              increased at the Auction.

11. In the event the winning bidder(s), fails to consummate the
     proposed transaction by the Closing Date, Garden State
     will be free to consummate the proposed transaction with
     the next highest bidder at the final price bid by the
     bidder at the Auction (or, if that bidder is unable to
     consummate the transaction at that price, Garden State may
     consummate the transaction with the next higher bidder, and
     so forth) without the need for an additional hearing or
     order of the Bankruptcy Court.

12. All bids for the purchase of the Business, the Mill
     Business, and the Recycling Business will be subject to
     approval of the Bankruptcy Court.

13. No bids will be considered unless a party submitted an
     Offer in accordance with the procedures set forth herein
     and participated in the Auction. Garden State, in its sole
     and absolute discretion, upon consultation with the
     Creditors' Committee, may reject any Offers not in
     conformity with the requirements of the Bankruptcy Code,
     the Bankruptcy Rules, or the Local Bankruptcy Rules of the
     Court, or contrary to the best interests of Garden State
     and all parties in interest.

14. All bids are irrevocable until the earlier to occur of:

       (a) the Closing Date, or

       (b) 30 days following the date of entry of the order
           granting the Sale Motion.

15. All bids are subject to the other terms and conditions as
     are announced by Garden State at the commencement of the
     Auction.

16. The proceeds of the Auction will be retained by Garden
     State pending allocation of the funds pursuant to further
     order of the Court.

The Court will convene a hearing on July 25, 2002 at 10:00 a.m.
to consider the Sale of Garden State's Business. (Enron
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXIDE TECH: Wins Nod to Implement De Minimis Asset Sale Protocol
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates sought and obtained
the Court's authority to implement a global expedited procedure
to:

A. effectuate sales of certain obsolete, excess, or burdensome
   assets with a fair market value of no more than $500,000 in
   any individual transaction to a single buyer or group of
   related buyers, free and clear of all liens, claims,
   interests and encumbrances with such Liens attaching to the
   sale proceeds in the same validity, extent and priority as
   immediately prior to the sale, and

B. abandon De Minimis Assets to the extent a sale thereof cannot
   be consummated at value greater than the liquidation expense
   and therefore abandonment would be in the Debtors' best
   interests.

Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young & Jones P.C. in Wilmington, Delaware, relates that prior
to the Petition Date, the Debtors routinely and in the ordinary
course of business sold, or when necessary, disposed of non-core
assets that had little value to their operations.  As the
Chapter 11 Cases progress, the Debtors will be evaluating
certain lines of business and certain business locations with
the goal of consolidating certain operations and redirecting
focus on more profitable activities and locations.  As the
Debtors make such operational decisions, the amount of
equipment, fixtures and other incidental assets needing to be
sold or disposed of will undoubtedly increase.

According to Ms. DePhillips, the Debtors are currently in
possession of certain assets, which are not directly necessary
to the operation of their business.  The Debtors further
anticipate that throughout these cases, additional property will
be rendered obsolete, excess or burdensome as a result of
decisions to exit certain geographical markets, reduce labor
forces, reduce office space or rejecting certain lease
agreements.

Given the small monetary value of such De Minimis Assets in
relation to the magnitude of the Debtors' overall operations,
and considering the relatively high level of carrying costs
associated with many De Minimis Assets, Ms. DePhillips believes
that it would not be an efficient use of resources to seek Court
approval each and every time the Debtors have an opportunity to
sell such assets.  The Debtors will sell each of the De Minimis
Assets for the highest and best offer received taking into
consideration the exigencies and circumstances.  The Debtors
would follow these procedure with respect to such pending sales:

A. The Debtors propose to notify the 40 largest unsecured
   creditors; United States Trustee; counsel for the Debtors'
   Prepetition Secured Lenders; counsel for the Debtors'
   Postpetition Secured Lenders; counsel for any Committees
   appointed in these cases; and any known affected creditor
   asserting a Lien on any DeMinimis assets subject to sale.
   This notice will contain a general description of the De
   Minimis Assets to be sold any commissions to be paid to third
   parties who would sell or auction the De Minimis Assets and
   the proposed purchase price.

B. No notice need be provided for asset sales with a purchase
   price of less than $100,000; provided however, that upon
   request the Debtors will furnish a monthly schedule of all
   the assets sold.

C. For all asset sales valued at more than $100,000 but less
   than $500,000, notice will be given in accordance with
   paragraph (A) above.

D. If none of the parties receiving the notice objects within
   five business days of receipt of such notice, the Debtors may
   consummate the transaction immediately, including making any
   disclosed payments to third-party brokers or auctioneers.  If
   an objection is received within such period that cannot be
   resolved, such De Minimis Assets will not be sold except upon
   further order of the Court after notice and a hearing.

Ms. DePhillips contends that the De Minimis Assets are of little
or no use or value to the Debtors' estates or restructuring
efforts.  To defray any lease, storage or other additional costs
associated with the De Minimis Assets, the Debtors will
consummate sales of the De Minimis Assets in accordance with the
procedures set forth above.  The Debtors have determined in
their sound business judgment that implementing a process to
sell the De Minimis Assets will provide them with necessary
flexibility during their reorganization, and thus is in the best
interests of the Debtors' estates and creditors.  Moreover, the
parties with an interest are fully protected by the opportunity
to object and to obtain a hearing if desired.

To the extent a sale cannot be consummated at a price greater
than liquidation costs, the Debtors are also authorized to
abandon such De Minimis Assets pursuant to Section 554(a) of the
Bankruptcy Code, which provides that "[a]fter notice and a
hearing, the trustee may abandon any property of the estate that
is burdensome to the estate or that is of inconsequential value
and benefit to the estate."  Ms. DePhillips submits that the
inability to consummate a commercially acceptable sale of De
Minimis Assets would indicate that such assets have no
meaningful monetary value to the estates.  Accordingly, the
Debtors contend that, in such circumstances, the abandonment of
such De Minimis Assets is in the best interests of the Debtors,
their estates and creditors, especially since such assets are no
longer necessary to the Debtors' operations.

Regarding the De Minimis Assets to be abandoned, Ms. DePhillips
accords that the Debtors will notify (i) the 40 largest
unsecured creditors; (ii) United States Trustee; (iii) counsel
for the Debtors' Prepetition Lenders; (iv) counsel for the
Debtors' Postpetition Lenders; (vi) counsel for the Informal
Committee of Noteholders; and (vii) any known affected creditor
asserting a Lien on any De Minimis Asset(s) proposed to be
abandoned by the Debtors.  The notice will contain a general
description of the De Minimis Assets to be abandoned.  If the
estimated fair market value of the assets to be abandoned does
not exceed $100,000, only those known affected creditors
asserting a lien on or interest in the relevant De Minimis
Assets(s) would be entitled to notice.

If none of the parties receiving the notice objects to the
abandonment within five business days of receipt of the notice,
the Debtors may immediately proceed with the abandonment.  If an
objection is received within the period that cannot be resolved,
the De Minimis Asset will not be abandoned except on further
order of the Court after notice and a hearing.

The Debtors believe that the relief requested will aid in the
Debtors' efforts to reduce expenses and maximize value for the
benefit of their estates, creditors and other parties in
interest.  Ms. DePhillips points out that the Debtors will be
able to avoid many of the unnecessary costs associated with
retaining, storing and liquidating De Minimis Assets that have
little to no commercial value.  Moreover, the procedures that
the Debtors seek to implement pursuant to this Motion will also
reduce the burden on the Court's docket while protecting the
interests of all creditors with an interest in the assets
through the opportunity to object and obtain a hearing if
necessary. (Exide Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXIDE2), DebtTraders
reports, are quoted at a price of 15. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2for  
real-time bond pricing.


FEDERAL-MOGUL: Names H. Peter Becker as VP for Corporate Quality
----------------------------------------------------------------
Federal-Mogul Corporation announced the appointment of H. Peter
Becker to the position of vice president, Corporate Quality.  He
will report to Robert Bertsch, vice president, manufacturing
support.

Becker will be responsible for Federal-Mogul's global quality
program and will work closely with the company's global product
teams on policy and process development and implementation,
development of the quality organization and customer relations
related to quality.

"Peter's extensive automotive industry experience in quality,
engineering, manufacturing and general management is ideal for
his leadership of this critical business function and for
providing processes and products that fully support the quality
advances required by our industry generally and our customers
specifically," said Bertsch.

Becker most recently held the position of president at FAG
Components Division, Schweinfurt, Germany.  Prior to this, he
held various management positions in quality assurance,
engineering and manufacturing in the United States and Europe
with ITT Automotive and Valeo.  He earned engineering degrees at
the Technical University in Darmstadt, Germany, and completed
his master's diploma thesis at Mercedes-Benz, Gaggenau, Germany.
(Federal-Mogul Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GCI INC: S&P Changes Outlook to Negative On Potential Expansion
---------------------------------------------------------------
Standard & Poor's revised its outlook on GCI Inc. to negative
from stable due to the company's sizable business dealings with
troubled WorldCom Inc. and its potential expansion into markets
outside of Alaska. GCI is the incumbent cable operator and a
leading provider of long distance and local telecommunications
services in Alaska.

In addition, a double-'B'-plus rating was assigned to the $325
million senior secured credit facility of GCI Holdings Inc., a
subsidiary of GCI. The credit facility, comprised of a $200
million term loan and a $125 million revolving facility, will be
used to refinance debt and fund capital spending in the near
term.

The double-'B' corporate credit rating on GCI was also affirmed.
Anchorage, Ala.-based GCI had about $362 million total
consolidated debt as of March 31, 2002.

"As one of GCI's major carrier customers, WorldCom accounted for
about 16% of GCI's total revenues and 11% of EBITDA in 2001.
WorldCom also terminates all of GCI's long-distance traffic to
the U.S. mainland," Standard & Poor's credit analyst Michael
Tsao said. "To mitigate any potential operational and cash flow
impact should Worldcom have difficulties fulfilling its
obligations to GCI, the company has already arranged for back-up
transmission capacity and will likely reevaluate its capital
plan."

Standard & Poor's said it expects GCI's leverage and EBITDA
interest coverage, which were 3.6x and 3.8x, respectively, at
the end of the first quarter of 2002, to deteriorate through
2003 mostly due to increased financing for major capital
expenditures. The higher capital expenditures will be used to
obtain additional fiber capacity linking Alaska and the U.S.
mainland, and potentially to upgrade a portion of the cable
system in preparation for cable telephony services. Assuming
solid execution, the company's financial profile could start to
improve in 2004.

Standard & Poor's said that, to maintain its ratings, GCI needs
to maintain solid operating metrics and ensure that EBITDA
interest coverage does not fall below the 3.0x area and that
total debt to EBITDA leverage does not exceed the 4.5x area.


GENEVA STEEL: Exclusivity Extended into August to Pursue Loan
-------------------------------------------------------------
To address the concerns raised by the prepetition secured
lenders of Geneva Steel LLC, the U.S. Bankruptcy Court for the
District of Utah, allowed an extension of the company's
exclusive periods into August.  

The Court rules that in the event a private banking or
investment institution submits a Qualifying Loan Application to
the Emergency Steel Loan Guarantee Board (of not less than $250
million) this month, the Debtor retains the exclusive right to
file a plan until August 26, 2002 and until October 22, 2002 to
solicit acceptances of that plan.  If it proves impossible to
file the Loan Application, the Debtor's exclusive period will
terminate on August 1, 2002.  

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002. Andrew A. Kress, Esq., Keith R. Murphy, Esq.
and Stephen E. Garcia, Esq. at Kaye Scholer LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $264,440,000 in total
assets and $192,875,000 in total debts.


GLOBAL CROSSING: Signs Up Coudert as Special Litigation Counsel
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates, by its Special
Committee on Accounting Matters of the Board of Directors, wants
to retain the law firm of Coudert Brothers LLP in Washington,
D.C.  This firm would serve as special litigation counsel in
connection with the Special Committee's review of issues arising
out of the allegations raised by Mr. Roy Olofson.  These
allegations have to do with the Debtor's accounting practices,
financial disclosures, and related matters, pursuant to Sections
327(e) and 328(a) of the Bankruptcy Code, nunc pro tunc to April
15, 2002.

Mitchell C. Sussis, the Debtors' Corporate Secretary, relates
that in February, 2002, the Debtor's Board of Directors formed
the Special Committee to conduct a review of the Olofson
Allegations.  The Special Committee needs the expertise provided
by Coudert to investigate the Olofson Allegations.  The Special
Committee, on behalf of the Debtor, and Coudert have executed an
engagement letter memorializing this representation.  The
Debtors seek authorization from this Court to approve the
retention of Coudert as special counsel, under the terms
discussed herein and as further described in the Engagement
Letter.  The Debtor submits that, because of the Special
Committee's immediate need for representation with regard to
these matters, Coudert was asked to begin its representation of
the Debtor before the terms of this engagement were finally
memorialized, and that approval of Coudert's retention nunc pro
tunc to April 15, 2002 is fair and equitable.

Mr. Sussis avers that the professional services that Coudert
will render to the Debtor include the investigation into and the
analysis of the certain aforementioned allegations made by Mr.  
Roy Olofson, a former employee, and regarding various
transactions and related accounting and financial disclosure
matters.  The Debtor and/or certain directors and officers are
currently defendants in at least 28 class action lawsuits
pending in at least four jurisdictions alleging securities law
violations.  These are subjects of an SEC investigation relating
to the Debtor's accounting practices, as well as an
investigation by the U.S. Department of Justice relating to
these issues.  The Debtor anticipates that additional
investigations may be commenced in the future, and that future
lawsuits may be brought against the directors and officers.

According to Mr. Sussis, the Special Committee is undertaking
its investigation as a result of receipt by the Debtor of a
letter from the former employee, Mr. Olofson, alleging that
certain of the Debtor's business practices were improper.  
Debtors provided the Olofson letter to Arthur Andersen, LLP, who
notified the Debtor that, pursuant to Section 10(a) of the 1934
Securities and Exchange Act, it was required to undertake an
audit of issues related to the Olofson Allegations, including
the Debtor's initial attention to and treatment of the issues.  
Subsequently, the SEC initiated an investigation into the
Olofson Allegations. The SEC has requested and expects the
Special Committee to undertake an independent investigation in
parallel with, and to supplement and verify, the 10(a) audit
undertaken by Andersen. Further, Mr. Sussis submits that the
Debtora cannot issue its audited financial statements until the
10(a) audit is completed; the 10(a) audit cannot be adequately
completed without the Special Committee investigation.  Thus, to
comply with the SEC mandate and for the Debtor to issue its
audited financial statements, the Special Committee must
complete its independent investigation.  To do this, Debtor must
retain special counsel to assist the Special Committee with
specific legal expertise in corporate investigations to conduct
the required independent legal investigation.

Mr. Sussis explains that the Debtor has selected Coudert as
special litigation counsel on the basis of Coudert's
considerable experience and knowledge in handling these types of
matters, including managing regulatory and government
investigations, as well as conducting internal and corporate
inquiries.  The Debtor has been informed that Stephen A. Best,
Esq., Richard N. Dean, Esq., Tara K. Giunta, Esq., Roger B.
Wagner, Esq., William M. Sullivan, Esq., Janet Hernandez, Esq.,
and Marian M. Hagler, Esq., partners of Coudert, as well as
other counsel and associates of Coudert who will be employed in
connection with this representation, are members in good
standing of, among others, the Bars of the District of Columbia,
Florida, Virginia, and the United States District Court for the
District of Columbia.

Mr. Sussis admits that the Debtors are retaining Coudert to
replace Foley & Lardner, counsel previously appointed as special
counsel to the Debtor.  Coudert's work for the Debtor will not
be duplicative of services provided by Foley & Lardner as
Coudert will use the work completed by Foley & Lardner and will
continue forward in the investigation from the point that Foley
& Lardner terminated its work.  In coordination with Debevoise &
Plimpton, Foley & Lardner's representation of the Special
Committee resulted in the assimilation of materials relevant to
the investigation, including the collection of 676 boxes of
documents and 3.9 million emails from Debtors' facilities
worldwide.  Foley & Lardner also conducted a number of
interviews in conjunction with Debevoise & Plimpton.  To assist
in its review, Foley & Lardner had retained a telecommunications
consultant firm, FTI, for accounting and industry-specific
economic analysis.  Mr. Sussis states that Coudert will rely on
the materials collected by Foley & Lardner and make use of the
work completed by Foley & Lardner to ensure that there is no
unnecessary duplication of services performed for or charged to
the Debtor's estate. Coudert will coordinate with Foley &
Lardner to maximize the efficiency of the work and will use all
reasonable efforts to avoid any duplication of services
performed for or charged to the Debtor's estate.

Stephen A. Best, a Member of the law firm of Coudert Brothers
LLP, ascertains that the Firm presently has no connection with
the Debtor, any of its affiliates, their creditors, any other
parties in interest, or their respective attorneys and
accountants, or with the United States Trustee, or any person
employed in the office of the United States Trustee.  However,
the Firm represents or has represented certain of the Debtor's
creditors and other parties in interest in matters unrelated to
these proceedings or not related to the scope of Coudert's
proposed retention.  These representations include:

A. Vendor: Alcatel, American Express, Avaya, Cisco, Qwest,
   Efficient Networks, Equant, Lucent Technologies, Pacific
   Century Cyberworks, Tekelec, and Telenor;

B. Professionals: Arthur Andersen, Deloitte & Touche, The
   Blackstone Group, and PricewaterhouseCoopers LLP;

C. Secured Creditor: Bank of China, Bank of New York, Bank One,
   Barclays, Citibank, Credit Lyonnais, Dai Ichi Kangyo Bank
   Ltd., Deutsche Bank, Franklin Advisors Inc., Goldman Sachs &
   Co., Gulf International Bank, JP Morgan Chase, Morgan Stanley
   Dean Witter, Travelers Companies, UBS Warburg, Bank of Tokyo
   Mitsubishi, Industrial Bank of Japan, Dresdner Kleinwort
   Wasserstein, and Rabobank Nederland;

D. Claimants: BellSouth Telecommunications Inc., MCI Worldcom
   Network Services Inc., Qwest Communications Corporation,
   and 360networks Inc.;

E. Other Creditors: Chase Manhattan Bank, Credit Suisse First
   Boston, and Elliot & Associates.

Coudert has conducted a thorough and comprehensive review of its
files to ensure that no conflicts or other disqualifying
circumstances exist, and will continue to monitor its database
to ensure that none arise.  If any new facts or relationships
are discovered, Coudert will supplement its disclosure to the
Court.

Subject to the Court's approval under Section 330(a) of the
Bankruptcy Code, the Debtor proposes to compensate Coudert on an
hourly basis at rates consistent with the rates charged by
Coudert in non-bankruptcy matters of this type.  Mr. Best claims
that Coudert's hourly rates are set at a level designed to
fairly compensate the firm for the work of its attorneys and
legal assistants and to cover fixed and routine overhead
expenses.  The hourly rates proposed to be charged by Coudert
for the primary attorneys involved in this representation range
from:

       Partners              $400 to $495
       Counsel               $350
       Associates            $165 to $350
       Legal Assistants      $105 to $130

These rates are subject to periodic adjustments in the ordinary
course of Coudert's operations to reflect economic and other
conditions. (Global Crossing Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are quoted at a price of 1.625. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for  
real-time bond pricing.


GOLDMAN INDUSTRIAL: Committee Gets OK to Hire Executive Sounding
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the chapter 11
cases of Goldman Industrial Group, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Executive Sounding Board Associates, Inc., as
its Financial Consultants.

Executive Sounding is expected to perform these services:

     a) consultation with the Committee concerning the financial
        administration of the case;

     b) investigation of the acts, conduct, assets, liabilities,
        and financial condition of the Debtors, the operation of
        the Debtors' businesses and the desirability of the
        continuance of such businesses, and any other matter
        relevant to the case or to the formulation of a plan;

     c) participation in the formulation of a plan, including      
        advice to those represented by such Committee of such
        Committee's determinations as to any plan formulated;

     d) examination of the books and records of the Debtors,
        preparation of a liquidation analysis; and

     e) performance of such other services as are in the
        interest of those represented.

The professional principally designated in this case is Mr.
Michael DuFrayne, a Managing Director of Executive Sounding.  
The hourly rates of Executive Sounding's professionals are:

     Managing Directors and      $285-365 per hour
       Vice Presidents
     Senior Consultants          $250-335 per hour
     Associate Professional and  $75-250 per hour
       Consultants

Goldman Industrial Group, Inc., with its affiliates, provide
metalworking machinery to manufacturers; marketing and selling
original equipment primarily to the aerospace, automotive,
computer, defense, medical, farm, construction, energy,
transportation and appliance industries. The Company filed for
chapter 11 protection on February 14, 2002. Victoria W. Counihan
at Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.


GOLFGEAR INTERNATIONAL: Auditors Issue Going Concern Opinion
------------------------------------------------------------
GolfGear International Inc.'s Los Angeles, California based
independent auditors, in their Auditors Report dated April 4,
2002, state that "the Company has incurred recurring operating
losses and requires additional financing to continue operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

The Company is attempting to increase revenues through various
means, including expanding brands and product offerings, new
marketing programs, and possibly direct marketing to customers,
subject to the availability of operating working capital
resources.  To the extent that the Company is unable to increase
revenues in 2002, the Company's liquidity and ability to
continue to  conduct operations may be impaired.

The Company will require additional capital to fund operating
requirements and is exploring  various alternatives to raise
this required capital.  It has entered into a subscription
agreement to raise from $2,000,000 to $4,000,000 of new capital,
but there can be no assurances that the Company will be
successful in this regard. To the extent that the Company is
unable to secure the capital necessary to fund its future cash
requirements on a timely basis and/or under acceptable  terms
and conditions, the Company may have to substantially reduce its
operations to a level  consistent with its available working
capital resources. The Company may also be required to consider
a formal or informal restructuring or reorganization.

The Company has an unsecured $70,000 line of credit with a Bank.
The line of credit matures November 2002. Interest is payable
monthly at a variable rate (11% at December 31, 2001).
Outstanding borrowings at December 31, 2001 and 2000, were
$57,100 and $66,127, respectively.  The  line is personally
guaranteed by the Company's President and Chief Executive
Officer.


GRANDETEL: January 31, 2002 Balance Sheet Upside-Down by C$36MM
---------------------------------------------------------------
GrandeTel Technologies Inc. (OTC Bulletin Board:GTTIF) released
its fiscal 2002 results. (All figures are in Canadian dollars
unless otherwise stated).

The Company reported a net loss of C$39.9 million for the year
ended January 31, 2002. Last year the Company reported a net
loss of C$5.7 million.

Sales revenue for the fiscal year 2002 was C$1.3 million
compared to C$1.5 million in the previous year. The decrease in
revenue was due to reduction in billing rates as the
telecommunication industry in China is preparing to open up as
now China has entered the World Trade Organization. The Company
is operating in three major cities in China, namely Shanghai,
Guangzhou and Qingdao. The overall gross profit margin for the
year dropped significantly as the Company used the transmission
facilities of major carriers in China for IP mode transmission.

Operating, selling and administrative expenses decreased by
C$0.7 million from last year's total of C$2.7 million to this
year's total of C$2 million. The major reductions are about
C$0.2 million in depreciation and amortization expenses and
about C$0.5 million in salaries and wages.

Other expenses were C$5.4 million in the current year comparing
to C$3.0 million in last year. Included in the expenses of this
year are provision for bad debts of C$1.9 million for receivable
from the Chinese joint-venture partner of Guangzhou Enchanced
Communication Co. Ltd., a joint venture in which the Company has
a 65% interest. The provision is made on the basis that the
telecommunication business is not expected to have a strong turn
around in the near future. Other major items are C$1.5 million
exchange loss and C$1.3 million interest expense on bank loan
and other loans.

In February 2002, Nakamichi Corporation, a company listed in
Japan and in which the Company holds 8,450,000 shares
(approximately 8% of total shares issued by Nakamichi), applied
to Tokyo District Court for Civil Restructuring Proceeding, this
is similar to a U.S. Chapter 11 Bankruptcy Protection filing.
The Company has made provision for its C$26.4 million investment
in Nakamichi.

In late November last year, the Company announced the acceptance
of put option exercisable by Class A shareholders pursuant to
the settlement of a major class action lawsuit in New York in
1999. The put period commenced from December 1, 2000 and ended
March 30, 2001. The acceptance or put price was US fifty cents
per share. As the Company did not have the financial resources,
in accordance with the terms of the settlement agreement, The
Grande Holdings Limited, a major shareholder holding about 28%
of the Common Shares of the Company at that time, honoured the
Put. The settlement agreement provided that, in the event that
Grande was required to honour any such Put, it should be
entitled to the reimbursement from the Company the costs of
honouring such Put. There were 11,098,574 Class A shares
outstanding. The total number of Class A shares tendered and
accepted were 7,060,606 shares. After acceptance of the Class A
shares Put and the conversion of all class A shares into common
shares in accordance with the terms of the settlement, Grande
hold about 42% of the issued and outstanding shares of the
Company. Grande has notified the Company in June 2002 of its
intention to ask the Company for reimbursement of the costs of
honouring such Put. Accordingly, the Company has provided the
cost of honouring the Put of about C$5.65 million in current
year results.

The Company has renewed its bank loan with Hong Kong Bank of
Canada in December 2001. When Nakamichi Corporation filed for
Civil Restructuring Proceeding in February 2002, Hong Kong Bank
of Canada has asked Grande, and Grande has agreed, to provide
other listed shares in addition to the Company's Nakamichi
shares as securities for the loan. The loan was then renewed for
a period of 5 years from February 1, 2002. The loan is repayable
in quarterly payments of US$250,000 each plus a US$ 2 million
balloon payment in February 2007.

During the year, under loan agreements with The Alpha Capital
Group Limited, a subsidiary of Grande, the Company was provided
loans totaling $15 million. The loans are repayable on demand
and carry interest at the Hong Kong prime lending rate plus 2%.

Although two defendants have entered into agreement to settle
the California lawsuit with the plaintiffs. Other defendants,
including the Company, have not yet reached an agreement to
settle with the plaintiffs.

The Company is still facing difficult time ahead as it still has
a liquidity problem. In the audited accounts for the year ended
January 31, 2002, it was stated that "...The accompanying
financial statements for the year ended January 31, 2002 are
prepared on a going concern assumption. This assumption may not
be appropriate given that the Company incurred a net loss of
C$39.9 million during the year ended January 31, 2002 and, as of
that date, the Company's current liabilities exceeded its
current assets by C$19.2 million, and the total liabilities
exceeded total assets by C$36.6 million. The appropriateness of
the going concern assumption is dependent upon the outcome of
the following events:

     --  The Company's long distance fax and voice service
         operations will be turned around and achieve break-even
         in the coming year.

     --  The remaining lawsuit in California will be settled so
         that the Company will be able to raise additional
         financing to strengthen its financial position and to
         take on new projects.

     --  The Company will implement a restructuring to reduce
         its debts, such as a debt to equity conversion program.

     --  The Company will continue to receive financial support
         from Grande.

Should the Company be unable to continue as a going concern, it
may be unable to realize its assets and discharge its
liabilities in the normal course of business. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or
to amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern."

GrandeTel is a Canadian company with headquarters in Hong Kong.
The Company holds interests in joint ventures that offer long
distance discount fax and voice services in China.

The Annual General Meeting of the Company will be held at 8:30
A.M. on July 31, 2002 at Sutton Place Hotel in Toronto, Canada.
The record date for shareholders entitled to vote at the Annual
General Meeting is June 26, 2002.

GrandeTel's January 31, 2002 balance sheets show that the
company has a working capital deficit of C$19 million, and a
total shareholders' equity deficit of C$36 million.


HAYES LEMMERZ: Pursuing European Wheel Businesses Realignment
-------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HLMMQ)  
announces a realignment of its European wheel businesses to
strengthen coordination and synergies worldwide. Hayes Lemmerz
said the European restructuring is part of its plan that was
previously announced last March that consolidated its European
Wheels Operations into a single organization, combining the
former Steel Wheels Business Unit and Aluminum Wheels Business
Unit into a new single organization, called the European Wheels
Group.

This business transformation is a series of global initiatives
designed to make Hayes Lemmerz a more efficient and globally-
integrated company.

To lead the Company's initiatives:

Reporting directly to Curtis Clawson, Hayes Lemmerz' Chairman,
President and CEO, Giancarlo Dallera continues as the Company's
President of the European Wheel Group. He is responsible for all
operations outside of North America including facilities in
Europe, South East Asia, South Africa and South America. Mr.
Dallera will also act as President of the Company's European
Cast Aluminum Wheels Business Unit.

Hans-Heiner Buchel, President, European Fabricated Wheels will
continue to be responsible for the fabricated wheel operations
including the five plants in Germany, Turkey, Czech Republic,
India, and Spain.

Nini Degani is appointed Managing Director of the Company's
South American operations. Mr. Degani will be based in Brazil
and will be responsible for the Company's facilities in Santo
Andre and Guarulhos.

In a key strategic move to strengthen its outreach efforts in
new and existing markets, the European sales and marketing
organization, which previously was consolidated under the
leadership of Mr. Dallera, will continue to be managed by Marc
Hendrickx, Vice President of Sales and Marketing.

Messrs. Buchel, Degani, and Hendrickx will report directly to
Mr. Dallera. These changes will come into effect immediately.

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components. The Company has 41 plants, 2 joint venture
facilities and approximately 12,000 employees worldwide.

On December 5, 2001, Hayes Lemmerz International, Inc., filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code,
to reduce their debt and strengthen their competitive position.
This filing includes 22 facilities in the United States and one
plant in Mexico. The Company's stock is traded Over the Counter
(OTC) with the symbol HLMMQ. More information about Hayes
Lemmerz International, Inc., along with a complete list of
current and archived press releases, is available at
http://www.hayes-lemmerz.com  

Hayes Lemmerz Int'l Inc.'s 11.875% bonds due 2006 (HAYES1),
DebtTraders says, are trading at about 67. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES1for  
real-time bond pricing.


HEAFNER TIRE: Changes Name to American Tire Distributors, Inc.
--------------------------------------------------------------
On May 30, 2002, Heafner Tire Group, Inc. changed its name from
Heafner Tire Group, Inc. to American Tire Distributors, Inc.

The Board of Directors of American Tire Distributors, Inc., upon
recommendation of the Audit Committee, approved the dismissal of
Arthur Andersen LLP as the Company's independent auditors and
engaged PricewaterhouseCoopers LLP to serve as the Company's
independent accountants for fiscal year 2002. The dismissal of
Andersen and the engagement of PricewaterhouseCoopers LLP were
each effective June 12, 2002.

As a result of its 2000 audit, Andersen reported material
weaknesses in Heafner's internal control systems. The identified
conditions specifically related to issues at the Company's
western retail (Winston Tire) and western distribution (CPW)
divisions. Issues at these locations primarily related to the
detail records supporting the general ledger, staff training
needs and the need for an effective senior management "early
warning" process to ensure control breakdowns are identified and
remediated before they develop into significant problems. The
weaknesses at the western retail division were also impacted by
the effects of implementing a new computer system. The Company's
management committed to address these matters during 2001. The
Company consolidated all of its accounting systems for its
western distribution division into its corporate systems and the
Company divested itself of its retail segment during 2001. On
March 22, 2002, Andersen reported to the Company's Audit
Committee that they had performed testing procedures, the
results of which indicated that all previously identified
material weaknesses in internal controls had been mitigated. The
report further stated that each of the material weakness
conditions had been addressed to both the satisfaction of
management and Andersen and no longer was considered an internal
control issue.

The company is the largest independent distributor of tires and
related products in the US. Tire brands include industry leaders
Michelin and Bridgestone/Firestone as well as Goodyear, which
also makes Heafner's Regal house brand through its Kelly-
Springfield subsidiary. Heafner Tire's distribution business is
split into three divisions serving 35 states. The company is
selling its retail stores to focus on national distribution; it
has sold 130 Winston Tire Centers on the West Coast and is
selling about 30 T.O. Haas Tire Co. outlets as well. Heafner
Tire plans to acquire other distributors.

At December 31, 2001, Heafner Tire has a total shareholders'
equity deficit of about $39 million.


HEALTHCARE INTEGRATED: Expects Negative Going Concern Opinion
-------------------------------------------------------------
HealthCare Integrated Services, Inc. (Amex: HII) announced that
the American Stock Exchange has continued to suspend the trading
of the Company's common stock because of the Company's failure
to file its Annual Report on Form 10-K for fiscal 2001 and
Quarterly Report on Form 10-Q for the first quarter of fiscal
2002. As previously announced, the Company engaged new
independent accountants in March 2002, and due to the Company's
financial condition, such accountants have been unable to
complete the audit of the Company's 2001 financial statements.
Nonetheless, the Company expects to receive a "going concern"
qualification with respect to its fiscal 2001 financial
statements due to its continuing operating losses. Amex has also
notified the Company that the Company is below certain of Amex's
continued listing guidelines because the aggregate market value
of the shares of its common stock publicly held is less than
$1.0 million. The Company has engaged in discussions with AMEX
regarding the resumption of the trading of the Company's common
stock and continued listing.

In order to raise additional working capital, as previously
disclosed, the Company is engaged in negotiations to sell its
50% interest in Atlantic Imaging Group LLC, which joint venture
operates the largest network of radiology facilities in New
Jersey. In addition, because of its financial condition, the
Company does not expect to consummate the previously announced
purchase of MedicalEdge Technologies, Inc.'s 50% ownership
interest in Helios Ventures, Inc. Instead, the Company is
considering the sale of its 50% ownership interest in Helios
(which may be structured as a sale of Helios' assets). The
Company hopes that consummation of one or both of these
transactions will provide it with sufficient net cash proceeds
to satisfy certain obligations and to finalize its fiscal 2001
financial statements and file the Form 10-K and Form 10-Q . The
Company anticipates that once it is current with its periodic
public reporting requirements, its common stock will be able to
resume trading on Amex. However, there can be no assurances as
to the consummation of any of these transactions, the
finalization of the financial statements, the filing of the Form
10-K or Form 10-Q, the resumption of the trading of the common
stock or the continued listing of the common stock on Amex.

As previously announced, the Company also has been exploring the
disposition of its remaining diagnostic imaging operations.
However, given the performance of these operations and the
substantial debt secured by the assets comprising these
operations, the failure of several public diagnostic imaging
companies and the constrained lending environment, the Company
has been unable to consummate any such dispositions.
Accordingly, the Company continues to negotiate with its primary
lender regarding potential restructuring alternatives.

HealthCare Integrated Services, Inc. is a multi-disciplinary
provider of healthcare services, currently specializing in
diagnostic imaging operations and clinical research trials. The
Company presently operates four diagnostic imaging facilities
located in Ocean Township, Bloomfield, Voorhees and Northfield,
New Jersey and provides clinical research services to several
physician practices and hospitals in New Jersey.

The Company also manages, through a joint venture, the largest
network of radiology facilities in New Jersey, presently
consisting of 85 facilities. Through this joint venture, the
Company provides services to 18 of the largest automobile
insurance carriers in New Jersey. The Company is negotiating the
sale of its 50% interest with its joint venture partner and
others.


HEXCEL CORP: Receives $11MM Claim Payment from Hercules Inc.
------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) has received approximately
$11 million from Hercules Inc. in connection with a contract
dispute arising out of the acquisition of Hercules' Composites
Products Division in 1996.

The payment satisfies the judgment entered after Hercules had
exhausted all appeals from a lower court decision in favor of
Hexcel in the New York Courts.

Hexcel Corporation is the world's leading advanced structural
materials company. It designs, manufactures and markets
lightweight, high performance reinforcement products, composite
materials and composite structures for use in commercial
aerospace, space and defense, electronics, general industrial,
and recreation applications.

                         *    *    *

As reported in the February 14, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed its ratings on Hexcel Corp.
and removed them from CreditWatch, where they were placed
September 21, 2001. The outlook is negative.

          Ratings Affirmed and Removed from CreditWatch

     Hexcel Corp.
       Corporate credit rating             B
       Senior secured (bank loan) debt     B
       Subordinated debt                   CCC+

The ratings on Hexcel reflect a very weak financial profile,
stemming from high debt levels and unprofitable operations,
which outweigh the company's substantial positions in
competitive industries and generally favorable long-term
business fundamentals. The firm is the world's largest
manufacturer of advanced structural materials, such as
lightweight, high-performance carbon fibers, structural fabrics,
and composite materials for the commercial aerospace, defense
and space, electronics, recreation, and general industrial
sectors. The markets served are cyclical, but most have growth
potential where the company's materials offer significant
performance and economic advantages over traditional materials.


HOLLYWOOD CASINO: Will Host Conference Call Tomorrow at 1 PM CDT
----------------------------------------------------------------
Hollywood Casino(R) Corporation (Amex: HWD) announced that it
will host a conference call tomorrow, June 26, 2002 at 1:00 P.M.
Central Daylight Time to discuss new earnings guidance for the
Company. The Company's revised earnings guidance reflects the
successful opening of the Aurora casino's new spectacular
dockside casino and operational changes management is
implementing in response to the higher gaming tax rates in
Illinois.

Since the new gaming tax bill was passed by the Illinois
legislature on June 2, 2002, the Company has conducted an
extensive review of its Aurora operations to determine how to
maximize the profitability of the property given the new gaming
tax rates. The Company has developed a revised business plan for
the Aurora casino which management believes will offset a
substantial portion of the dramatic tax increase. Management
will discuss this new business plan and the Company's future
outlook and earnings guidance on the conference call.

The conference call will be broadcast live on the Internet and
will be accessible via the Company's home page at
http://www.hollywoodcasino.comunder Corporate Information. The  
conference call will be available for replay until July 3, 2002.

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

                          *    *    *

As reported in Troubled Company Reporter's May 21, 2002 edition,
Standard & Poor's revised its rating outlook on Hollywood Casino
Corp. to positive from stable. In addition, Standard & Poor's
affirmed its single-'B' corporate credit and senior secured debt
ratings of Hollywood Casino Corp.

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

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


HOULIHAN'S RESTAURANTS: Committee Taps BKD as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases involving Houlihan's Restaurants, Inc., gets a
nod of approval from the U.S. Bankruptcy Court for the Western
District of Missouri to employ BKD, LLP as its accountants and
financial advisors.

The Committee has retained BKD for the primary purpose of
assisting it in determining the value of the Debtors' business
and facilitating informed negotiations on a plan of
reorganization.

The Committee has determined that it requires the expertise of
an accountant and financial advisor to assist it in its
evaluation of term sheets and financial information provided by
the Debtors. Among others, BKD will render evaluate the Debtors'
own valuation of its business, analyze the Debtors' financial
information and, if necessary, conduct a valuation of the
Debtors as an ongoing business.

In retaining the services of BKD, the Debtors' estates will pay
BKD its standard hourly billing rates, which currently range
from $80 per hour for staff accountants to $290 per hour for
senior partners.  The Committee relates that BKD has provided it
with a non-binding estimate on its charges for reviewing and
evaluating the Debtors' separate business valuations of
approximately $8,000 and that a new valuation it issues could be
in the $20,000 range.

Tim Wilson, a senior partner, will be the individual primarily
in charge of managing services for the Committee while much of
the underlying valuation and financial analysis work will be
performed by lower-hourly rated accountants.

Houlihan's Restaurants, Inc., and its affiliates filed for
chapter 11 protection on January 23, 2002. Cynthia Dillard
Parres, Esq., and Laurence M. Frazen, Esq., at Bryan, Cave LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $100 million.


IEC ELECTRONICS: Gets 3-Month Extension to Current Bank Pact
------------------------------------------------------------
IEC Electronics Corp. (Nasdaq-SCM: IECE) has received a 3-month
extension to the Company's current loan agreement.

This latest extension will expire September 30, 2002.

IEC's Chairman and acting CEO W. Barry Gilbert said, "Recent
changes, including restructuring at our Newark, New York
facility, have been supported by our lenders. We have made
progress in bringing this company to EBITDA black. As I have
stated before, we are firmly determined to take the necessary
steps to restore financial stability to IEC."

IEC is a full service, ISO-9001 registered electronics
manufacturing services provider based in Newark, New York. The
Company offers its customers a wide range of manufacturing and
management services including design, prototype and production
volume printed circuit board assembly, material procurement and
control, manufacturing and test engineering support, systems
build, final packaging and distribution. Information regarding
IEC can be found on its Web site http://www.iec-electronics.com


IEC ELECTRONICS: Selling Mexican Facility to Electronic Product
---------------------------------------------------------------
IEC Electronics Corp. (Nasdaq-SCM: IECE) is closing its Mexican
manufacturing facility and is selling the assets to Electronic
Product Integration Corporation. IEC's customer base in Reynosa
will be transferred to EPI's Juarez operations.

IEC's Chairman and acting CEO W. Barry Gilbert said, "We firmly
believe selling the assets of our Mexican facility is a step in
the right direction towards restoring financial stability and
economic viability to this company. Without the continuing
losses in Mexico, we expect to see improvement to our bottom
line in the 4th quarter."

IEC is a full service, ISO-9001 registered EMS provider. The
Company offers its customers a wide range of services including
design, prototype and volume printed circuit board assembly,
material procurement and control, manufacturing and test
engineering support, systems build, final packaging and
distribution. Information regarding IEC can be found on its Web
site http://www.iec-electronics.com

EPI, with headquarters in Southfield, Michigan, is an ISO-9001
registered full service independent provider of customized EMS
services. The Company's electronic manufacturing services
consist primarily of the manufacture of complex printed circuit
board assemblies using surface mount technology and pin through-
hole ("PTH") interconnection technologies. Information regarding
EPI can be found on its Web site http://www.epictech.biz


JDN REALTY: S&P Affirms Low-B Level Credit Ratings
--------------------------------------------------
Standard & Poor's revised its outlook on JDN Realty Corp. to
positive from stable. At the same time, the double-'B'-minus
corporate credit rating, as well as the single-'B' ratings on
$235 million of senior notes and the single-'B'-minus rating on
$50 million of preferred stock, were affirmed.

The ratings and outlook acknowledge the company's quality asset
base, more manageable development pipeline, and improved
coverage measures. These strengths are tempered by the company's
continued reliance on a short-term line of credit, as well as
asset sales, to meet its capital needs.

Atlanta-based JDN owns and operates a portfolio of 100 retail
shopping centers primarily anchored by value-oriented retailers,
such as Lowe's (15.9% of base rent), Wal-Mart (4.9%), and Kohl's
(4.0%). These properties remain concentrated in the southeast,
though the company has expanded into the Midwest and mountain
states in recent years. Since most of the portfolio was
developed by JDN, asset quality is quite good. The properties
are relatively new (average age is around 10 years), and well
occupied (about 93%). Credit quality tenants and a long average
lease tenor should continue to provide a stable income stream.
Approximately 46% of rent is derived from investment-grade-rated
retailers, and lease expirations over the next 10 years are very
stable, with an average of only 5% of base rents expiring
annually.

Following the February 2000 announcement regarding previously
undisclosed compensation arrangements, JDN was faced with
turnover of the senior management team, a liquidity crisis
created by a technical default on the company's unsecured line
of credit, and a large and unknown contingent liability related
to shareholder lawsuits. Since that time, a new management team,
led by CEO Craig Macnab, has done an admirable job of retaining
and recruiting key personnel, improving tenant relationships,
and settling the lawsuit. Additionally, management has shifted
JDN's development focus from an aggressive pipeline of
predominantly Wal-Mart- and Lowe's-anchored centers to a smaller
number of projects that would also include grocery-anchored
shopping centers. If successful, this new model would further
diversify JDN's tenant base, and enhance the company's cash flow
stability. However, JDN has recently announced that it has begun
a search to replace Mr. Macnab as CEO. While recent
accomplishments are viewed as positive, a degree of uncertainty
surrounding JDN's strategic direction will remain until a
successor to Mr. Macnab is named.

JDN's financial profile has benefited from a more manageable
development pipeline, lower interest rates, and the elimination
of legal costs, relating to last year's litigation proceedings.
While leverage has remained virtually unchanged at 56% on a book
value basis, coverage measures have improved to 1.8 times debt
service and 1.6x fixed charges. JDN appears to have sufficient
capacity to fund the remaining portion of its existing
development commitments (approximately $83 million), and near-
term debt maturities (approximately $25 million of mortgage
debt), primarily through (S&P style) construction and permanent
loans and expected asset sales proceeds. However, JDN's secured
line of credit, which is renewed annually, limits financial
flexibility, and hence the company's ability to implement its
revised business plan. In addition, since a significant portion
of the portfolio is pledged to secured lenders, Standard &
Poor's views the unsecured noteholder as being in a subordinate
position, which warrants a two-"notch" distinction between the
corporate credit rating, and the ratings on the unsecured notes.

                     OUTLOOK: POSITIVE

The outlook acknowledges the recent improvement in coverage
measures, as well as the expectation that coverage ratios will
further improve as development projects are completed and
contribute to earnings. Ratings improvement is contingent upon
the successful negotiation of a longer-term, more flexible line
of credit. Additionally, Standard & Poor's will delay such
consideration until the company appoints its new CEO, and
reaffirms its commitment to its revised business plan.


JUPITER MEDIA: Inks Agreement to Sell Assets to INT Media Group
---------------------------------------------------------------
Jupiter Media Metrix, Inc. (Nasdaq: JMXI) has signed a
definitive agreement to sell the assets of its Jupiter Research
and Events businesses to INT Media Group, Inc. (Nasdaq: INTM)
for $250,000 and the assumption of certain liabilities.  The
transaction is expected to close by July 31, 2002 and is subject
to the approval of Jupiter Media Metrix shareholders.  Effective
immediately, INT Media Group will assume responsibility for
operating the Jupiter Research and Events businesses pursuant to
a management agreement.

INT Media Group, formed in 1998, is a leading provider of global
real-time news, information and media resources for Internet
industry and information technology professionals, Web
developers and experienced Internet users. Jupiter will operate
as a division of INT Media Group and a number of Jupiter Media
Metrix employees will transition to the new division.  Kurt
Abrahamson, currently president of Jupiter Research, will
continue to lead the organization.

"INT Media Group provides the ideal platform for the Jupiter
Research and Events businesses to flourish," said Robert Becker,
chief executive officer of Jupiter Media Metrix.  "The combined
company's renowned brands, products, content, intellectual
capital and resources ensure that Jupiter clients will continue
to benefit from Jupiter's world-class, innovative analysis,  
insight and advice."

Jupiter Research helps companies develop, extend and integrate
business strategies across online and emerging channels.  Backed
by proprietary data, Jupiter's industry-specific analysis,
competitive insight and strategic advice give businesses the
tools they need to exploit new technologies and business
processes.  The company is headquartered in New York City.  
Visit http://www.jmm.comfor more information.

Jupiter Media's March 31, 2002 balance sheet shows that the
company has a working capital deficit of about $17 million.


LA PETITE ACADEMY: Names John G. Haggerty as New Interim CFO
------------------------------------------------------------
LPA Holding Corp. and La Petite Academy, Inc. jointly announced
that John G. Haggerty, 44, has joined La Petite Academy's
executive team, effective today, as interim chief financial
officer. La Petite Academy is the nation's largest privately
held early childhood education company.

Mr. Haggerty is a Principal and the President of Argus
Management Corporation, a firm that provides financial solutions
to companies of all sizes. He has served as chief executive
officer, chief operating officer or chief financial officer for
a variety of companies across a broad spectrum of industries.
Most recently, Mr. Haggerty served as president and chief
executive officer of The Napier Company, a jewelry manufacturer
and distributor. Previously, he was chief financial officer for
Cornerstone Brands, a holding company of six catalog retailers.
With 20 years experience in finance, strategic planning,
accounting and tax, Mr. Haggerty is skilled in acquisition and
long-range strategic and financial planning, divestiture
analysis and negotiation, acquisition integration, restructuring
and SEC reporting. Mr. Haggerty holds a BS in Accounting from
Boston College and has received his CPA certificate.

"John's exceptional background with a diverse cross-section of
industries is going to be a great asset to La Petite while we
embark on a search for a new chief financial officer," said
Judith Rogala, President and Chief Executive Officer.

Mike Goldberg, who joined La Petite Academy in February 2002, is
resigning from his position of Chief Financial Officer,
effective July 6. Mr. Goldberg has chosen to continue his career
as a partner with the Chicago office of Tatum Partners, LLP, a
national firm of career chief financial officers.

With headquarters in Chicago, Illinois, La Petite Academy is the
nation's largest privately held early childhood education
company with over 725 schools in 36 states and the District of
Columbia. Under the La Petite Academy umbrella, the Montessori
Unlimited preschool represents the largest (32) chain of schools
offering the Montessori approach to learning. In 1998, LPA
Holding Corp., the sole stockholder of La Petite Academy, was
recapitalized in a transaction in which an affiliate of JPMorgan
Partners (JPMP) acquired a controlling interest in LPA Holding
Corp. JPMorgan Partners, formerly Chase Capital Partners, is a
private equity organization with over $30 billion under
management. JPMorgan Partners' primary source of capital is J.P.
Morgan Chase & Co., one of the largest financial institutions in
the United States.

                         *    *    *

As reported in Troubled Company Reporter's June 6, 2002 edition,
Standard & Poor's lowered its corporate credit and senior
secured ratings on preschool education provider La Petite
Academy Inc. to triple-'C' from triple-'C'-plus, due to concern
that the company may be unable to make its scheduled interest
payments over the next year.

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


LAIDLAW GLOBAL: Ability to Continue Operations Uncertain
--------------------------------------------------------
Laidlaw Global Corporation is a holding company whose wholly- or
majority-owned operating subsidiaries include Laidlaw Holdings,
Inc., Laidlaw Global Securities, Inc., Westminster Securities
Corporation, which the Company sold in June, 2001, H&R
Acquisition Corporation, an 81%-owned subsidiary which maintains
a 100% interest in Howe & Rusling, Inc., which the Company sold
in December, 2001, Globeshare Group, Inc., formerly Global
Electronic Exchange, Inc. a 97%-owned internet-based investment
services company established on June 14, 1999 which maintains a
100% interest in Globeshare, Inc., an internet-based broker-
dealer, whose operations were integrated with Laidlaw Global
Securities in October, 2001, Laidlaw Pacific (Asia) Ltd., a
registered broker-dealer and Investment Advisor with the Hong
Kong Securities and Futures Commission, which ceased operations
in 2001, and Laidlaw International, S.A., a 99.8% owned broker-
dealer based in France, which ceased operations in April, 2002.
The business activities include securities brokerage, investment
banking, asset management and investment advisory services to
individual investors, corporations, pension plans and
institutions worldwide.

On April 6, 2001, LPA ceased business activity to avoid
incurring any further costs of maintaining a dormant operation.
Its license was revoked in May, 2001.

On June 12, 2001, the Company sold its common stock interest in
Westminster pursuant to an Amended and Restated Stock Purchase
Agreement dated June 7, 2001.

Due to the continuing losses incurred by the Globeshare
operations, the Company deemed it best for economic reasons to
integrate the operations of the on-line broker as a division of
Laidlaw Global Securities. The combination of the operations,
which would eliminate the redundancy of services and reduce
operating costs, was made effective on October 5, 2001.

On December 26, 2001, the Company sold its interest in HRAC
pursuant to a Stock Purchase Agreement dated December 21, 2001.

The Company has suffered recurring losses and has a significant
accumulated deficit as of March 31, 2002. In addition, the
Company continues to incur substantial losses. Accordingly, the
Company anticipates that it will require additional sources of
funding during 2002 to maintain its operations and to provide
sufficient regulatory net capital for its broker-dealer
operations. The Company is dependent on outside sources of
financing and is presently pursuing several alternatives,
although no additional financing is imminent. These conditions
raise substantial doubt about the ability of the Company to
continue as a going concern.

Laidlaw posted a loss of $0.7 million for the first quarter of
2002, compared to the net loss of $1.5 million for the first
quarter of 2001. While there was a decrease in the net loss,
losses continue due to the adverse economic conditions
experienced both domestically and internationally that persisted
in the first quarter of 2002 since the market decline that
started the second half of 2000. Generally weak stock prices in
emerging markets, coupled with low trading volume, adversely
affected Laidlaw.


MCI CAPITAL: S&P Hatchets 8% QUIPS Rating to C from CCC+
--------------------------------------------------------
Standard & Poor's lowered its rating on MCI Capital I's 8%
cumulative quarterly income preferred securities (QUIPS) to
single-'C' from triple-'C'-plus due to WorldCom Inc.'s
announcement that it will defer interest payments on the issue.
The rating remains on CreditWatch with negative implications.
MCI Capital I is a funding conduit for MCI Communications Corp.,
a subsidiary of WorldCom Inc.

The single-'B'-plus long-term and 'C' short-term corporate
credit ratings on WorldCom remain on CreditWatch with negative
implications. Clinton, Miss.-based WorldCom had about $30
billion total debt outstanding as of March 31, 2002.

"When the interest payment on the QUIPS issue is missed on June
30, 2002, the rating will be lowered to 'D'," Standard & Poor's
credit analyst Rosemarie Kalinowski said. "No other ratings on
WorldCom or related entities are affected."


MALDEN MILLS: Wants to Maintain Exclusivity Until September 25
--------------------------------------------------------------
Malden Mills Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Massachusetts to
extend their exclusive periods to file a plan of reorganization
and solicit acceptances of that plan.  The Debtors want to
maintain the exclusive right to file a plan of reorganization
through September 25, 2002 and the exclusive right to solicit
acceptances of that plan through November 25, 2002.

The Debtors relate to the Court that they are currently
analyzing their restructuring options and preparing and
negotiating the details of a new business plan. To illustrate
their point, the Debtors explain that they are currently
determining the appropriate amount of debt that the Debtors
should carry after the effective date of a plan of
reorganization, the dividend to be paid to unsecured creditors
of the Debtors and the timing of such payments, and the
corporate structure and ownership of the reorganized Debtors.

At this point, the Debtors assert that negotiations cannot
reasonably be completed within the present Exclusive Period. In
order to continue the negotiations, the Debtors seek to extend
the Exclusive Periods.

Malden Mills Industries, Inc. is the worldwide producer of high-
quality branded fabric for apparel, footwear and home
furnishings. The Company filed for chapter 11 protection on
November 29, 2001 in the U.S. Bankruptcy Court for the District
of Massachusetts, Worcester Division. Richard E. Mikels, Esq.
and John T. Morrier, Esq. at Mintz, Levin, Cohn, Ferris
represent the Debtors in their restructuring efforts.


MEDICAL OPTICS: Fitch Assigns Low-B Ratings over High Leverage
--------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'B+' to Advanced
Medical Optics Inc.'s proposed senior secured bank facility and
a rating of 'B-' to the company's proposed senior subordinated
note offering. The ratings apply to approximately $300 million
of bank debt and securities. The Rating Outlook is Stable. The
ratings were initiated by Fitch as a service to users of its
ratings and are based on public information.

The ratings reflect AMO's high leverage, the challenge of
achieving top-line revenue growth from the flat to low growth
surgical business and from the commodity-like contact lens care
market, offset in part by moderate cash flows and strong niche
market share positions. An additional Fitch concern centers on
the success of the transition of the two businesses into a
viable independent company. At the time of the spin-out, Fitch
anticipates debt coverage (total debt-to-EBITDA ) will be
approximately 4.2 times and interest coverage (EBITDA-to-
interest) will be approximately 2.9x. Fitch anticipates that the
credit metrics will improve in the near to intermediate term, as
excess cash flows are applied to debt reduction.

On June 29, 2002, the AMO spin-out, composed of the Contact Lens
Care Products and Ophthalmic Surgical businesses of Allergan,
Inc., will be completed and the company will commence trading as
a separate company on July 1st. AMO maintains one of the leading
positions in the competitive contact lens care market, with AMO
growth driven by the Complete brand of multi-purpose solutions,
particularily outside the U.S. The eye care surgical segment
includes products used in cataract treatment and refractive
vision correction. AMO is a leading competitor in intra-ocular
lens used for cataract treatment, which represented
approximately 32% of total company revenues in 2001. Major
competitors of the company include Bausch & Lomb, Alcon, and
Ciba, which are larger in size or are subsidiaries of larger
companies.

In conjunction with the spin-out, AMO is proposing a private
placement of $200 million in senior subordinated notes, and a
$140 million senior secured credit facility, consisting of a $40
million revolving bank facility maturing in 2007 and a $100
million term loan due 2008. The majority of debt proceeds ($275
million) will be utilized to repay debt to Allergan, asset
purchases, cash distribution to Allergan and payment of fees and
expenses associated with the transaction.

The transition of AMO to an independent company will be aided by
service agreements with Allergan for product manufacturing, R&D
facility utilization, retail channel support and ancilliary
services for a period extending up to 3 years after the
distribution. However, given that AMO has no previous history as
an independent entity, uncertainty exists with the operational
effectiveness of the company once the service agreements expire.

AMO's future revenue growth is expected to be achieved through
the development of next generation IOLs and improvements in
minimally invasive eye care surgical products. Fitch anticipates
that AMO will continue to extend the CLCP and ophthalmic
surgical product offerings through an active R&D program with
particular emphasis placed on the surgical product line.


MENTERGY LTD: Reaches Funding Pact with Shareholders & Creditors
----------------------------------------------------------------
Mentergy(TM), Ltd. (Nasdaq:MNTE), a leading global provider of
corporate learning solutions, announced financial results for
the first quarter ended March 31, 2002, and the receipt of
additional credit from its principal shareholders and bank
creditors.

Revenues for the first quarter ended March 31, 2002 were $11.5
million compared to $20.1 million for the same period last year.
Net loss in the first quarter narrowed to $3.5 million from $8.9
million in the first quarter of 2001. EBITDA excluding one-time
charges of restructure and impairment charges for the first
quarter was negative $1.2 million compared to negative $2.8
million in the same period last year, a significant decrease in
losses despite a decrease in revenue. The reduction in loss was
accomplished by implementation of a detailed cost reduction
plan, which started in early 2001, and which was aimed at
reducing operational expenses and increasing productivity and  
profitability. As a result, selling, general and administrative
expenses were reduced to $5.5 million compared to $9.3 million
in the first quarter of 2001, a decrease of 42 percent. Gross
margin increased from 28.4 percent in the first quarter of 2001
to 31.6 percent in the first quarter of 2002.

The Company has elected to change the basis upon which it
prepares its financial statements from Israeli GAAP to U.S.
GAAP, as of the first quarter of 2002. Accordingly, the
Company's financial statements for the first quarter of 2002
reflect the application of Financial Accounting Standards 142,
which revises the accounting treatment for goodwill and other
intangible assets. According to FAS 142 the Company reviewed its
assets for impairment. The Company does not believe any goodwill
impairment charges are required under FAS 142 despite its  
previous announcement that it expected to incur such charges.
Separately, the Company wrote down an investment of $880
thousand in the first quarter of 2002.

Eran Lasser, Co-CEO of Mentergy commented: "Our results reflect
the continuous slowdown in the training industry, as evidenced
by the results of other companies. We continue to take measures
to adjust our cost base to the current revenues. During the past
year we executed a turn-around plan targeted to reduce costs and
reach profitability while maintaining and improving the quality
of our services and products. We are confident in our ability to
reach these goals."

Further to the announcement of the first quarter results,
Mentergy announced it has reached an additional funding
agreement with its principal shareholders and its major
creditors. According to this agreement, the Company's principal
shareholders and creditors will grant loans of $1.4 million, and
will postpone repayment of existing loans by one year.

Eytan Mucznik, CFO of Mentergy, explained: "This additional
funding agreement follows our refinancing agreement of December
2001, where $43 million of our debt was converted into capital,
and an additional $2.9 million was invested. We believe the new
agreement, together with other initiatives planned by the
Company, will assist us in executing our restructuring plans and
to reach profitability. We are encouraged by our shareholders'
and banking partners' show of confidence in the Company."

                    First Quarter 2002 Highlights

Mentergy continues with its strategic goal to become a leader in
corporate training using e-learning as a blended solution. The
following previously announced events that took place during the
first quarter of 2002 illustrate some of our efforts and
successes in achieving this goal:

News

     --  A strategic partnership agreement with York Telecom(TM)
for reselling Mentergy's broadband e-Learning solution --
TrainNet(TM). York, a leading provider of visual communication
solutions, including Distance Learning and Videoconferencing
applications, will add Mentergy's live and on-demand enterprise
solution for video training to its repertoire of leading-edge
solutions.

     --  Mentergy won Israeli Minister Of Education's project
the "Marathonet" -- the biggest e-learning project for tutoring
over 1,000 high-school students through Mentergy's virtual
classroom technologies.

     --  Release of Designer's Edge 4.0 Enterprise. The new
version will give trainers greater flexibility to develop for e-
Learning or traditional instruction, improve the workflow and
standardization of a company's training courseware and provide
server-based, enterprise-wide implementation.

     --  New Applicom Software Products appointed John Bryce
Training as its exclusive authorized training center. New
Applicom's products in Israel include: Business Objects, People
Soft, BMC, Verity and more.

     --  Sun Microsystems appointed John Bryce Training as an
authorized center for consulting and support in JAVA.

     --  Netbryce announced offering scholarships to students
who graduated military technology units in the Israeli defense
forces.

     --  John Bryce Training concluded ERP Oracle Application
implementation Project at Pelephone Communications.

     --  John Bryce Training won an e-Learning project from
Minister Of Education for tutoring high school students for
computers matriculation exams in Israel through LearnLinc
virtual classroom.

     --  John Bryce Training and senior officials in Tel Aviv
University offer quality evaluation process for management
projects in organizations

Awards

     --  John Bryce Training has won an excellence award from
Microsoft Israel for outstanding performance -- both in sales
and unique training's of Microsoft infrastructures

New Courses -- corporate training:

     --  XP System Management

     --  Master DBA upgrade -- Oracle 9i

     --  Upgrade for Novel professionals -- Netware 6

     --  Digital productions -- with sound editing

     --  3 D Studio Max -- for beginners and advanced

     --  Mastering COM Development Using Visual C++

     --  Building Distributed Applications with COM+ Services
         and

Microsoft Visual C++

     --  ICND course -- Advanced course in communication for
defining switches and Routers of Cisco

     --  Conferences: DRP -- Disaster Recovery Plan, Oracle
DBA'ce League 2002

Mentergy, Ltd. (Nasdaq:MNTE) is a global corporate training and
learning company, providing e-Learning products, consulting, and
courseware development services for large enterprises. With over
21 years of expertise in the learning industry, Mentergy assists
businesses worldwide to make a cost-effective shift from
traditional learning to a blended e-Learning approach. Mentergy
Ltd's North American operations comprise of the Allen
Communication Learning Services division and the LearnLinc Live
e-Learning division, in addition to John Bryce Training in
Israel and Europe (Aris Education, KocBryce and Iqsoft JohnBryce
Training Center), Global sales and marketing operation that
includes Mentergy Europe, Gilat Satcom and Israsat that supplies
service for VSAT Network, Point to Point satellite links,
Internet backbone connectivity over satellite, and satellite
infrastructure for the e-Learning industry. Visit
http://www.mentergy.comfor more information about the company.  

Mentergy's March 31, 2002 balance sheet shows that company has a
working capital deficit of about $14 million.


METALS USA: Taps August Mack to Perform Environmental Clean-Up
--------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates wish to engage
August Mack Environmental, Inc. to perform environmental
remediation of a production facility owned by the Debtors in
Butler, Indiana, which is having environmental contamination
problems.  Rather than offering a price reduction to potential
purchasers for the cost of remediation, Metals USA decides that
August Mack complete an environmental cleanup on the property
prior to sale.  This, the Debtors believe, will ultimately
result in a higher price for the property.

Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP in
Houston, Texas, tells the Court the Butler Property is being
leased to a company known as Paragon Steel Enterprises LLC,
which had made a proposal to purchase the property but was
rejected. Accordingly, the remediation process has begun prior
to the Petition Date.  The Debtors had engaged Metropolitan
Environmental, Inc. to remove contaminated soil and transport it
to an approved disposal site.  However, Metropolitan
Environmental later filed bankruptcy and remediation work
ceased.

Mr. Bolton additionally says that there are currently 54 twenty
cubic yard roll-off boxes belonging to Metropolitan
Environmental's bankruptcy estate filled with petroleum
contaminated soil from the Butler Facility located on the
premises that are awaiting disposal.  An entity known as New
Source Management LLC, that was established by the former owner
of Metropolitan Environmental, apparently leased the boxes from
Metropolitan Environmental's bankruptcy estate.

Mr. Bolton submits that the Debtors have attempted to reach
agreement with New Source to dispose of the soil and remove the
boxes.  However, New Source, without showing authorization or
justification, has demanded that the Debtors pay for pre-
petition owed to Metropolitan Environmental as a prerequisite
for performing any additional work.  The Debtors have refused
New Source's demand and have obtained a proposal from August
Mack to complete the environmental cleanup which includes
disposal of the soil previously excavated by Metropolitan
Environmental as well as additional remediation.

August Mack will provide these environmental remediation
services to the Debtors:

A. Removal and proper disposal of the soil currently stored
   in the boxes;

B. Additional excavation and disposal of contaminated soil;

C. The in-site chemical oxidation of the remaining soil which
   cannot be excavated; and,

D. The preparation of all necessary health and safety plans and
   documentation.

The estimated total cost of remediation will be $220,852 to be
paid in three installments: $74,000 at the time of
authorization; $74,000 on completion of field activities; and,
the balance of $72,852 prior to the issuance of the required
final report.

Although August Mack's engagement does not prior authorization
from the Court, Mr. Bolton states the Debtors seek authority to
retain August Mack out of an abundance of caution because of the
sizable expense involved in the remediation.  The Debtors intend
to pay for August Mack's services as a post-petition
administrative expense. (Metals USA Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEWCOR INC: Secures Authority to Bring-In PricewaterhouseCoopers
----------------------------------------------------------------
Newcor, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain PricewaterhouseCoopers, LLP as their
accountants, independent auditors and tax service providers,
nunc pro tunc to February 25, 2002.

PwC is expected to render these services:

     a. auditing the consolidated financial statements of the
        Debtors at December 31, 2001 and for the year then
        ending for inclusion in Form 10-K to be filed with the
        Securities and Exchange Commission (as of the date
        hereof, the Form 10-K has been filed with the Securities
        and Exchange Commission);

     b. reviewing the Debtors unaudited consolidated quarterly
        financial statements for the quarters ending March 31,
        2002, June 30, 2002 and September 30, 2002 before the
        Form 10-Q is filed;

     c. preparing the federal and various state income tax
        returns; and

     d. assisting the Debtors in being compliant with financial
        reporting requirements, including required filings with
        the Securities and Exchange Commission.

PwC's hourly billing rates are:

          Professional               Per Hour
          ------------               --------
          Partner                    $416.00
          Senior Managers/Director   $330.00
          Manager                    $260.00
          Senior Associate           $172.00
          Associate                  $110.00

Newcor, Inc., along with its subsidiaries, design and
manufacture a variety of products, principally for the
automotive, heavy-duty, capital goods, agricultural and
industrial markets. The Company filed for chapter 11 protection
on February 25, 2002.  Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl Young & Jones P.C. represents the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $141,000,000 in total assets and
$181,000,000 in total debts.


PACIFIC GAS: Provides Senate Info. to Disprove Ties with Perot
--------------------------------------------------------------
Pacific Gas and Electric Company provided additional information
to the California State Senate Select Committee to Investigate
Price Manipulation of the Wholesale Energy Market to further
demonstrate that it did not have any contracts or other business
relationships with Perot Systems.

The Committee asked California's investor-owned electric
utilities and other energy providers to indicate any business
relationships and contacts with Perot Systems.  Thursday,
Pacific Gas and Electric Company told the Committee that it did
not have any business relationships with Perot Systems.

In its letter Friday, the utility provided additional
information on a marketing letter sent by Policy Assessment
Corporation.  The documents indicate that Policy Assessment
Corporation may have been connected to, or related to, Perot
Systems.  The documents further indicate that Policy Assessment
Corporation sought to make, and may have made, a presentation
that may have been attended by one or more PG&E employees.  
Pacific Gas and Electric Company did not hire Policy Assessment
Corporation or Perot Systems for any services, including those
identified in the marketing letter.

Copies of Pacific Gas and Electric Company's letters to Senator
Joseph Dunn, chairman of the Committee, are available on the
utility's Web site at http://www.pge.com


PACIFIC GAS: Parent Tells Senate Units Have No Ties with Perot
--------------------------------------------------------------
PG&E Corporation (NYSE: PCG) reported that its business units,
Pacific Gas and Electric Company and the PG&E National Energy
Group (PG&E NEG), have informed the California State Senate that
they did not have any contracts or other business relationships
with Perot Systems Corporation.

The California State Senate's Select Committee to Investigate
Price Manipulation of the Wholesale Energy Market asked
California's investor-owned electric utilities and other energy
providers to indicate any business relationships and contacts
with Perot Systems.  Last week, Pacific Gas and Electric Company
and the PG&E NEG provided responses to the Committee's earlier
inquiry relating to trading practices.  In that response, both
companies told the committee that they did not engage in any
Enron-style trading strategies.

The Corporation is pleased to continue its cooperation with the
California State Senate's investigation and hopes that this will
assist in restoring confidence in the energy markets as
speculation is replaced by fact.

Copies of Pacific Gas and Electric Company's and PG&E NEG's
responses to the California State Senate, relevant documents and
press releases are available for viewing at
http://www.pgecorp.com

PG&E Corporation is an energy-based holding company that
distributes energy services and products throughout North
America through the PG&E NEG. PG&E Corporation's businesses also
include Pacific Gas and Electric Company, the Northern and
Central California utility that delivers natural gas and
electricity service to one in every 20 Americans.


PENTACON INC: First Meeting of Creditors Convenes Today in Texas
----------------------------------------------------------------
                IN THE UNITED STATES BANKRUPTCY COURT
                 FOR THE SOUTHERN DISTRICT OF TEXAS
                      CORPUS CHRISTI DIVISION
  
In re:

PENTACON, INC.                      )     (Chapter 11)
PENTACON AEROSPACE GROUP, INC.      )     CASE NO. 02-21108
PENTACON INDUSTRIAL GROUP, INC.     )     CASE NO. 02-21112
PENTACON INTERNATIONAL SALES, INC.  )     CASE NO. 02-21110  
PENTACON DELAWARE, INC.             )     CASE NO. 02-21105
JIT HOLDINGS, INC.                  )     CASE NO. 02-21102
PENTACON PROPERTIES, L.P.           )     CASE NO. 02-21103
PENTACON USA, L.P.                  )     CASE NO. 02-21106
                                    )  
    Debtors.                        )     (Jointly Administered
                                    )   Under Case No. 02-21102)

                     Notice of Expedited Case
             Under Chapter 11 of the Bankruptcy Code
  Fixing Meeting of Creditors and Other Dates (Corporation Case)

Date filed: May 23, 2002

Debtors:                Debtor's Attorney:      U.S. Trustee:
Pentacon, Inc., et al.  Lenard Parkins          Barbara Kurtz
21123 Nordhoff Street   Haynes and Boone, LLP   606 N.
Chatsworth, CA 91311    1000 Louisiana            Carancachua
Fax: (818)576-6032      Suite 4300              Suite 1107
Attn: J. McFadyen, Esq. Houston, TX 77002       Corpus Christi,
                        Fax: (713)547-2688        TX 78416

Meeting of Creditors:

      Date:       June 25, 2002
      Time:       2:00 p.m. C.D.T
      Location:   606 N. Carancachua, Suite 1107
                  Corpus Christi, Texas 78476
      Telephone:  (361) 888-3261

Claims Deadline: THE DEADLINE TO FILE A PROOF OF CLAIM OR
INTEREST (including governmental units) IS: AUGUST 6, 2002.

Commencement of Case: A petition under Chapter 11 of the
Bankruptcy Code has been filed by the Debtors and an order for
relief has been entered. All documents filed with the Court,
including schedules of the Debtors' assets arid liabilities, are
available for inspection at the Clerk's office, but you will not
receive notice as they are filed.

Things Creditors May Not Do. A creditor is anyone to whom the
Debtors owe money or property. Under the Bankruptcy Code, the
Debtors are protected against man acts by creditors. Common
example of things creditors my not do are: contacting the
Debtors to demand payment, acting against the Debtors to collect
money or to take the Debtors' property, and foreclosing or
repossessing the Debtor's property.

If a creditor takes unauthorized actions against the Debtors,
the court may punish that creditor. Before taking action against
the Debtors or their property, a creditor should read section
362 of the Bankruptcy Code and seek legal advice. If the Debtors
are a partnership, remedies otherwise available against general
partners may not be affected by the partnership's case.

          The court's staff may NOT give legal advice.

Meeting of Creditors. At the meeting of creditors on the date
and at the place described in this Notice, the Debtors'
representative must appear to be examined under oath. Creditors
are welcome to attend the meeting, but they ate not required to
attend: At the meeting, the creditors may question the Debtors
and transact other business. The meeting may be stopped and
rescheduled by notice only at the meeting, and without further
written notice. See Bankruptcy Rule 9001(5).

Objections to Expedited Scheduling: The Debtors in this case
have already filed their joint plan (the "Plan") and disclosure
statement thereto (the "Disclosure Statement") and have
requested expedited scheduling of hearings (the "Expedited
Scheduling and Fixing of Dates"). Parties in interest may file
an objection to the Expedited Scheduling and Fixing of Dates
(specifying the nature of the objection in detail) with the
Clerk of the Bankruptcy Court within ten (10) days from the date
this Notice was served and serve a copy of the objection on the
attorney for the Debtors and U.S. Trustee. In the event an
objection is filed, a hearing on the objection to the Expedited
Scheduling and Fixing will be held:

                  Date: July 2, 2002
                  Time: 10:00 a.m. C.D.T.
              Location: U.S. Bankruptcy Court
                        1133 North Shoreline Blvd.
                        Corpus Christi, TX 78401

D1sclosure Statement Hearing: The Debtors in this case have
already filed their Plan and Disclosure Statement. A hearing to
consider approval of the Disclosure Statement pursuant to 11
U.S.C. 1125 will be held before U.S. Bankruptcy Judge Richard S.
Schmidt on:

                 Date:  July 17, 2002
                 Time:  10:00 a.m. C.D.T
             Location:  U.S. Bankruptcy Court
                        1133 North Shoreline Blvd.
                        Corpus Christi, TX 78401

Disclosure Statement Objection Deadline: The deadline for filing
and serving written objections to the Disclosure Statement is:

                 Date:  July 11, 2002
                 Time:  4:00 p.m. C.D.T

Any objections must specifically allege the nature of the
objection(s) to the Disclosure Statement. Objections to the
disclosure statement must be served in sufficient time so as to
be actually received by the above referenced deadline.
Objections to the Disclosure Statement that are not timely and
properly filed and served in accordance with this Notice will
not be considered by the Court. Objections to the disclosure
statement shall be served upon the following:
      
      a. Debtors' Counsel:
         Haynes and Boone, LLP
         1000 Louisiana Street
         Suite 4300
         Houston, Texas 77002
         Fax No.: (713) 547-2688
         Attn: Lenard Parkins

      b. Any official committee of unsecured creditors appointed
         in the Debtors' cases;

      c. The U.S. Trustee; and

      d. Any other parties in interest set forth on the most
         current Official Service List in effect at the time any
         objection is filed or served.

Confirmation Hearing: A hearing to consider confirmation of the
Plan pursuant to 11 U.S.C.   1129 will be held before U.S.
Bankruptcy Judge Richard S. Schmidt on:

                 Date:  September 9, 2002
                 Time:  10:00 a.m. C.D.T.
             Location:  U.S. Bankruptcy Court
                        1133 North Shoreline Blvd.
                        Corpus Christi, TX 78401

Plan Confirmation Objection Deadline: The deadline for filing
and serving written objections to the Plan is:

                  Date: August 28, 2002
                  Time: 4:00 p.m. C.D.T

Any objections to the plan must specifically allege the nature
of the objections) to the Plan. Objections to the Plan must be
served in sufficient time so as to be actually received by the
above reference deadline. Objections to confirmation of the Plan
that are not timely and properly filed and served in accordance
with this Notice will not be considered by the Court. Objections
to the Plan shall be served upon the following:

      a. Debtors' Counsel:
         Haynes and Bootie, LLP
         1000 Louisiana Street
         Suite 4300
         Houston, TX 77002
         Facsimile No.: (713)547-2688
         Attn: Lenard Parkins

      b. Any official committee of unsecured creditors appointed
         in the Debtors' cases;

      c. The U. S. Trustee; and

      d. Any other parties in interest set forth on the most
         current Official Service List  in effect at the time
         any objection is filed and served.

Proof of Claim: Schedules of assets and liabilities have been
filed by the Debtors under Bankruptcy Rule 1007. Unless the
Debtors list a scheduled claim as disputed, contingent, or
unliquidated, a creditor with a scheduled claim may file a proof
of claim, but is not required to do so. Creditors whose claims
are not scheduled, or whose claims are listed as disputed,
contingent, or unliquidated must file a proof of claim;
otherwise, any creditor who fails to do so shall not be treated
as a creditor with respect to such claim for the purpose of
voting on the Plan and receiving any distributions. See
Bankruptcy Rule 3003(b)(2). A proof of claim or interest is
filed in the clerk's office by delivering it either in person or
by mail. The form for a proof of claim interest is available in
the clerk's office. Proofs of Claim and Proofs of Interest may
but are not required to be filed electronically. All other
pleadings and documents is these cases must be filed
electronically unless prior Court approval is obtained waiving
such requirement.

Purpose of Chapter 11 Filing: Chapter 11 of the Bankruptcy Code
enables a debtor to reorganize its business under a plan voted
upon by creditors. No plan is effective until approved by the
court. Creditors will be notified if the case is dismissed or
changed to another chapter of the Bankruptcy Code. The Debtors
will remain in possession of their property and will continue to
operate their business unless a trustee is appointed.


PRANDIUM INC: California Court Confirms Prepackaged Reorg. Plan
---------------------------------------------------------------
Prandium, Inc., (OTC Bulletin Board: PDIMQ) announced that the
U.S. Bankruptcy Court in Santa Ana, California, signed an order
on Thursday, June 20, 2002 to confirm the company's prepackaged
reorganization plan that it filed on May 6, 2002. The company
expects the plan to become effective in or about the first week
of July or as soon as practicable thereafter.

"[Thurs]day's court confirmation of Prandium's reorganization
plan is exceptional in that our team required only 46 days from
initial filing to confirmation," said Kevin Relyea, Prandium
Chairman and CEO. "Prandium is focused on executing its plan and
delivering value to all of our stakeholders."

Prandium owns and operates a portfolio of over 170 full-service
and fast-casual restaurants including Chi-Chi's, Koo Koo Roo,
and Hamburger Hamlet. Prandium, Inc. is headquartered in Irvine,
California. To contact the company call (949) 863-8500, or link
to http://www.prandium.com


SAFETY-KLEEN: Sues Energy USA-TPC to Recoup $1.3MM Preference
-------------------------------------------------------------
Safety-Kleen Services, represented by Jeffrey C. Wisler of
Connolly Bove Lodge & Hutz of Wilmington, brings suit against
Energy USA-TPC Corporation to avoid and recover transfers of
money and property alleged to be preferential under the
Bankruptcy Code.

The Debtors say money and property was transferred to Energy USA
on dates in March, April and May, 2000, within 90 days of the
Petition Date, in at least amounts totaling $1,321,030.  These
transfers were on account of an antecedent debt owed by one or
more of the Debtors to Energy USA, and the transferring Debtors
were insolvent at the times of the transfers.  As a result of
these transfers, Energy USA received more than it would have
received if these cases were liquidating proceedings under
chapter 7 of the Bankruptcy Code, the transfers had not been
made, and Energy USA received a distribution from the resulting
bankruptcy estate.

In the alternative, the Debtors say that Services received less
than a reasonably equivalent value in exchange for the
transfers, and was insolvent at the time of the transfers, or
became insolvent as a result of the transfers.

In either event, the Debtors want to recover the transfers and
ask for judgment against Energy USA in the amount of $1,321,030,
plus pre- and post-judgment interest, and their costs.  Further,
the Debtors want Energy USA's claims against these estates
disallowed if Energy USA refuses to return the transfers.
(Safety-Kleen Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


SEITEL INC: Plans to Axe 37 Jobs as Part of Restructuring Plan
--------------------------------------------------------------
Seitel Inc. (NYSE:SEI) announced that, in conjunction with its
ongoing restructuring plan designed to reduce costs and align
the business to the current business environment, it will reduce
its workforce by a total of 37 full-time positions.

The majority of the layoffs come from the Seitel Solutions unit,
which provides licensed customers with a web enabled, map-based
interface for browsing archived seismic and related geophysical
data.

Kevin Fiur, President and Chief Executive Officer, said, "This
reduction in force is a painful but necessary step to bring our
cost structure in line with current revenue generation. Seitel
Solutions was built to serve a larger marketplace than exists
today. We believe that the positions being eliminated can be
outsourced with no adverse impact on the Seitel Solutions
business or the Company as a whole."

Fred Zeidman, Chairman of the Board, said, "Kevin and the rest
of the Board of Directors are committed to resolving Seitel's
challenges, restoring profitability and better leveraging our
resources. We are in the process of defining and implementing a
comprehensive turnaround strategy, and we look forward to
announcing additional details in the next several weeks."

The Company stated that Thursday it met with holders of its
Senior Notes and the negotiations are proceeding in a positive
manner.

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

                         *    *    *

As reported in Troubled Company Reporter's June 5, 2002 edition,
Seitel said that the previously announced obtained waiver of
events of default resulting from covenant non-compliance under
its Senior Note Agreements has expired.  The Company and the
Senior Note Holders are actively continuing discussions
regarding a waiver of these compliance failures, as well as
amendments to the Senior Note Agreements sufficient to ensure
future compliance.  As previously reported, the Company is not
in compliance with the following covenants under its Senior Note
Agreements: For the 1995, 1999 and 2001 series, the interest
coverage ratio, and for the 1999 series, the maximum restricted
investments and restricted payments thresholds.  There is
currently $255 million in principal outstanding under the Senior
Note Agreements.  While the Company is hopeful of obtaining a
waiver and reaching an agreement to amend its Senior Note
Agreements, there can be no assurance that either of these
events will occur.


STAR MULTI CARE: Fails to Meet More Nasdaq Listing Requirements
---------------------------------------------------------------
Star Multi Care Services, Inc. announced that on June 14, 2002,
the Company received a Nasdaq Staff Determination of additional
deficiencies indicating that the Company was not in compliance
with Marketplace Rule 4310(C)(7) that requires that the Company
maintain a minimum market value of publicly held shares of $1
million and Marketplace Rules 4350(e) and 4350(g) which requires
that all Nasdaq listed companies hold an annual shareholders
meeting. These deficiencies, in addition to Company's failure to
maintain net tangible assets of at least $2 million or at least
$2.5 million in stockholders equity, have made the Company
subject to delisting from The Nasdaq Smallcap Stock Market. The
Company has appealed this decision by requesting a hearing that
will stay this delisting action until a hearing is held and a
final determination is made. There can be no assurance the
Hearing Panel will grant the Company's request for continued
listing. It is anticipated that should the Company's common
stock be delisted from Nasdaq, the Company's common stock will
be traded on the NASD OTC Bulletin Board.


STARBAND COMM: Seeking Approval of Settlement Pact with Echostar
----------------------------------------------------------------
StarBand, America's leading consumer high-speed, two-way
satellite Internet provider, has reached an amicable settlement
with EchoStar Communications to resolve customer base
transition, billing and payment issues.

The settlement requires U.S. Bankruptcy Court approval scheduled
within the next 30 days. Once approved, EchoStar will begin to
transition billing and customer service responsibilities of
StarBand's retail customer base to StarBand. EchoStar will
continue billing and supporting its StarBand wholesale
subscribers.

"We are very pleased an amicable resolution has been reached
with EchoStar," said StarBand Chairman and Chief Executive
Officer Zur Feldman. "The DISH retailer network is our largest
distribution channel and one of the best equipped channels to
sell, service and install high-speed satellite Internet
services."

Feldman concluded, "This settlement allows us to do what's best
for customers."

StarBand delivers its two-way satellite Internet service through
professionally installed small antennas on roofs, walls or poles
of consumer homes for residential service or commercial
buildings for small office customers. The StarBand Model 360
high-speed satellite modem is connected to a customer's
computer. When a customer accesses StarBand Internet service,
the signal travels over inside wiring to the rooftop antenna.
The antenna then relays the data signals to a satellite. The
satellite sends the signal to the StarBand Network Operations
Center where it gathers, aggregates and routes the signals to
deliver data from the Internet to the customer. The StarBand
antenna accommodates both StarBand high-speed Internet service
and satellite TV programming.

StarBand Communications Inc., headquartered in McLean, Virginia,
is America's first nationwide provider of two-way, always-on,
high-speed Internet access via satellite to residential
customers. In February, 2002, StarBand introduced StarBand Small
Office service, a business-grade product for small business
owners wanting the affordable, always-on features of high-speed
satellite Internet access - virtually anywhere they run their
business. StarBand was recognized with the "Most Innovative
Internet Service Provider" award sponsored by Interactive Week
and the Net Economy in September 2001 and awarded one of 21
finOvation Awards for product excellence by readers and editors
of Farm Industry News in January 2002. StarBand has exclusive
rights to offer Gilat's two-way, high-speed consumer Internet
technology in the United States, Mexico and Canada. Visit
StarBand at http://www.StarBand.com  


STARTEC GLOBAL: Files Joint Plan of Reorganization in Maryland
--------------------------------------------------------------
Startec Global Communications Corporation (OTC Bulletin Board:
STGCE) announced that on June 14, 2002 it filed, together with
its subsidiaries Startec Global Operating Company and Startec
Global Licensing Company, a Debtors' Joint Plan of
Reorganization with the U.S. Bankruptcy Court for the District
of Maryland, Greenbelt Division.

The Plan as proposed provides for the settlement of all claims
against the Company and its co-debtors, and for distributions to
certain classes of secured and unsecured creditors. The Plan
does not, however, provide for any distributions to existing
equity holders. If the Plan is approved as submitted, all shares
of common stock in Startec Global Communications Corporation
will be extinguished.

Upon submission to and approval by the Bankruptcy Court of the
Disclosure Statement, the Company and its co-debtors will
formally solicit votes from their creditors to approve the Plan.

Startec Global Communications Corporation is a facilities-based
provider of Internet Protocol communication services, including
voice, data and Internet access. Startec markets its services to
ethnic residential communities located in major metropolitan
areas, and to enterprises, international long-distance carriers
and Internet service providers transacting business in the
world's emerging economies. The Company, through its
subsidiaries, provides services through a flexible network of
owned and leased facilities, operating and termination
agreements, and resale arrangements. The Company has an
extensive network of IP gateways, domestic switches, and
ownership in undersea fiber-optic cables.


TELENETICS: Files SEC Registration Statement for 26 Mill. Shares
----------------------------------------------------------------
Telenetics Corporation is offering up to 26,731,256 shares of
common stock offered by security holders, including an aggregate
of 26,304,902 shares of common stock that are or may become
issuable upon exercise of warrants and options and upon
conversion of notes.

The ability of the various selling security holders to exercise
their warrants and options or convert their notes into the
shares of common stock being offered is limited by vesting and
other contractual limitations. For example, as of May 21, 2002,
the secured convertible promissory notes due in March and April
2005 whose underlying shares of common stock are covered in the
Company's prospectus were convertible into an aggregate of
5,168,621 shares of common stock at an initial conversion price
of $0.44064 per share. However, Telenetics has agreed to
register for resale by the holders of those notes an aggregate
of 22,775,000 shares of common stock, which is the number of
shares that may become issuable upon conversion of those notes
at the conversion price floor of $0.10 per share.

All proceeds of this offering will be received by selling
security holders for their own accounts.

Telenetics is exploring the remote regions of data collection.
Shifting its focus from heavy-duty wireline modems to industrial
wireless monitoring and data collection systems, the company
makes systems that automate utility meter reading, oil and gas
monitoring, traffic management, and other remote monitoring
functions. In addition to its wireless systems, Telenetics
continues to offer industrial grade modems and fiber-optic line
drivers. The company has also licensed rights to manufacturer
Motorola networking products that it markets as its Sunrise
Series. Customers include United Parcel Service and General
Electric.

At December 31, 2001, Telenetics Corporation has a total
shareholders' equity deficit of about $900,000.


THOMAS GROUP: Violates Certain Nasdaq Continued Listing Criteria
----------------------------------------------------------------
Thomas Group, Inc. (Nasdaq:TGIS) received a Nasdaq staff
determination on June 19, 2002 indicating that the Company fails
to comply with Net Tangible Assets, Minimum Bid Price and Market
Value of publicly held shares requirements for continued listing
set forth in Marketplace Rules 4450(a)(3) and 4450(e)(1) and
that its securities are, therefore, subject to delisting from
The Nasdaq National Market. The Company has requested an oral
hearing before a Nasdaq Listing Qualifications Panel to review
the Staff Determination. There can be no assurance the Panel
will grant the Company's request for continued listing on the
National Market.

Founded in 1978, Thomas Group, Inc. is an international,
publicly traded professional services firm (Nasdaq:TGIS). Thomas
Group focuses on improving enterprise wide operations,
competitiveness, and financial performance of major corporate
clients through proprietary methodology known as Process Value
Management(TM), process improvement, and by strategically
aligning operations and technology to improve bottom line
results. Recognized as a leading specialist in operations
consulting, Thomas Group creates and implements customized
improvement strategies for sustained performance improvement.
Thomas Group, known as The Results Company(SM), has offices in
Dallas, Detroit, Frankfurt, Singapore and Hong Kong. For
additional information on Thomas Group, Inc., please visit the
Company on the World Wide Web at http://www.thomasgroup.com


TRANSTECHNOLOGY: Receives Commitment for New Senior Financing
-------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) has received a commitment
for a new $32 million senior credit facility.

The commitment, provided by The CIT Group/Business Credit, Inc.
and Ableco Finance LLC, will provide financing adequate to
retire the company's existing senior credit facility. The new
credit facility is in the form of a revolving line of credit and
two term loans. Closing of the new financing is expected to
occur prior to July 15, 2002, subject to the completion of
documentation and other customary conditions.

TransTechnology has operated under a forbearance agreement with
its existing senior and subordinated lenders since January 2001.
Upon the completion of the new financing, the forbearance
agreement with the existing senior lenders will be eliminated.
Simultaneous with the completion of the new senior credit
facility, the company and the holders of its subordinated notes
have agreed to amend the subordinated debt agreement so as to
eliminate any violations of covenants under that agreement. The
company currently has $21.5 million of senior debt and $80
million of subordinated notes outstanding.

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


TRISM INC: Retains Plan Filing Exclusivity Until June 28, 2002
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District
of Missouri, Trism, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The court Orders that:

     a) the exclusive period set forth in 11 U.S.C. Sec. 1121(b)
        during which only Debtors may file a plan and disclosure
        statement is extended through June 28, 2002, and

     b) the exclusive time period set forth in 11 U.S.C. Sec.
        1121(c)(3) during which no other party in interest may
        file a plan unless the Debtors have not filed a plan
        that has been accepted by each class of claims or
        interests that are impaired under the plan is extended
        through August 27, 2002.

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for
chapter 11 protection on December 18, 2001 in Western District
of Missouri. Laurence M. Frazen, Esq. at Bryan Cave LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed $155
million in assets and $149 million in debts.


US AIRWAYS: Bankruptcy Filing Likely Due to Imminent Defaults
-------------------------------------------------------------
As it continues its voluntary restructuring efforts, US Airways
said it is implementing a strategic initiative involving the
deferrals of selected payments. The payment deferrals are
focused principally on aircraft lessors and lenders, all of
which have been notified, including aircraft that have already
been grounded and selected older Boeing aircraft in service that
have been targeted as part of the restructuring plan. The
Company is currently negotiating with various creditors,
including these aircraft lessors and lenders, to reduce and
restructure its costs and obligations under existing agreements.

The Company said that the payment deferrals do not involve any
public debt obligations or payments related to its Airbus
aircraft fleet, all of which are current and which the Company
presently intends to continue to pay in the ordinary course of
business.

The Company said that it was otherwise paying its day-to-day
obligations and did not anticipate any impact to its customers,
employees, airports or other operations. The Company also said
that the strategic lessor/lender and vendor payment deferral
initiatives were not linked to the Company's current cash
position.

"We have taken this step as a prudent course of action while we
seek to successfully complete a consensual restructuring plan
outside of Chapter 11 reorganization," said President and Chief
Executive Officer Dave Siegel. "We anticipate that the lessors
and lenders affected will voluntarily participate in our
restructuring plan, when fully negotiated and implemented. The
completion of a voluntary restructuring plan requires an
agreement with our employees to reduce labor costs, agreements
with key lenders, lessors and vendors to reduce costs, issuance
of a federal loan guarantee, an international and domestic
alliance agreement with other air carriers to improve our route
network and enhance revenues, and the addition of a very
substantial number of regional jets to become competitive in the
industry."

As previously announced, US Airways has applied to the Air
Transportation Stabilization Board for a federal loan guarantee
of $900 million of a $1 billion loan to help finance its
restructuring. Simultaneous to the loan guarantee request, it is
in negotiations with its labor unions, creditors, lessors and
vendors to reduce operating costs by up to $1.3 billion annually
over the next seven years. The Company has stated its preferred
course of action is to implement a voluntary restructuring
program, but has also acknowledged that the Company intends to
successfully restructure the airline under all circumstances
which could also involve a judicial reorganization if the
voluntary restructuring program is not achieved.

The Company acknowledged the possibility that it may receive
notices of default which could eventually lead to cross-defaults
under agreements with other lessors, vendors and creditors. Such
cross-defaults could lead to an acceleration of payment demands
by the Company's creditors, which if not rescinded, could
require the Company to implement its restructuring plan through
a Chapter 11 bankruptcy reorganization.

"All of our actions are designed to successfully restructure the
airline and maintain our ability to protect our customers and
the communities we serve," said Siegel. "We are an important
carrier east of the Mississippi where more than 60 percent of
the U.S. population resides, and we take very seriously our
mission to serve our customers."


UNITED AIR LINES: Reaches Tentative Agreement with Pilots Union
---------------------------------------------------------------
UAL Corp. (B+/Watch Negative) unit United Air Lines Inc.
(B+/Watch Negative) announced a tentative agreement with its
pilots union on concessions that the company says would save
$520 million over three years. Standard & Poor's ratings on both
entities remain on CreditWatch with negative implications, where
they were placed September 13, 2001 (ratings were lowered to
current levels January 22, 2002).

The tentative agreement is subject to ratification by pilot
union members and receipt of a federal loan guaranty from the
Air Transportation Stabilization Board. United must file a loan
guaranty application with the Board by June 28, 2002, and, with
this preliminary agreement and agreed concessions from
noncontract employees and management worth $430 million over
three years, is expected to do so shortly. United continues to
seek concessions from its mechanics, ground service employees,
and flight attendants unions, with prospects that vary from
union to union.

The pilot agreement, which includes also provisions for wider
use of regional jets by United's regional airline partners,
would provide near-term cost relief through a 10% reduction in
hourly pay. However, pilots would receive pay raises of 7% on
the first anniversary of ratification, 8% on the second, and
8.6% on the third. Also, prospects for approval of a federal
loan guaranty are less clear than for another major airline
applicant, US Airways Inc. (CCC+/Watch Negative), because United
still has reasonable liquidity ($2.9 billion at March 31, 2002)
and about $3 billion of unencumbered aircraft available for
collateral. Accordingly, the most likely credit risk is
continued erosion of financial strength due to a weak airline
industry revenue environment, United's high operating costs, and
its heavy burden of debt and leases, rather than a near-term
liquidity crisis.


UNOCAL CORP: Unit Initiates Comprehensive Restructuring Program
---------------------------------------------------------------
Unocal Corporation (NYSE: UCL) said that its Gulf Region
business unit has taken a major step in a comprehensive
restructuring program to improve its overall cost structure and
profitability and better position the unit for ongoing
exploratory success.

The actions taken Thursday are expected to reduce pretax costs
by approximately $20 million per year. The lower costs stem from
making broad organizational changes to eliminate unnecessary
work processes and reconfiguring Unocal's Gulf Region unit to
meet current and future business needs.

The restructuring measures will involve about 200 layoffs from
the Gulf Region workforce in its Sugar Land office and field
locations. The cuts represent about 7 percent of Unocal's total
U.S. workforce.

"The difficult steps we took today are part of a restructuring
that will have a long-term positive impact for our business
unit, its employees and for Unocal overall by equipping us to
succeed in a new and challenging business environment," said Ken
Butler, Gulf Region vice president.

"It's unfortunate when restructuring affects people's jobs," he
said. "We are committed to handling this situation with dignity
and respect for everyone affected."

The part of the restructuring program to generate improved
exploratory results has been under way since late last year. The
focus of the exploration program has been redirected from the
Gulf of Mexico's mature shallow depths to the emerging "deep
shelf" play, which represents a new frontier for the industry.

Butler said the restructuring also would involve the divestment
of properties by year-end that are marginal to Unocal. The
divestments will allow Gulf Region to concentrate its efforts on
more profitable fields and high impact exploration prospects.
The impact of the asset sales on production and reserves is
expected to be minimal.

Unocal expects to record a non-cash special item charge of
approximately $12 million aftertax for the restructuring program
in the second quarter 2002.

Unocal is one of the world's leading independent natural gas and
crude oil exploration and production companies. The company's
principal exploration and production operations are located in
North America (Gulf of Mexico region, Alaska and Canada) and in
Asia (Thailand, Indonesia, Myanmar and Bangladesh). The company
is also pursuing exploration programs in West Africa and Brazil.

Unocal's March 31, 2002 balance sheet shows a working capital
deficit of about $7 million.


VECTOR ENERGY: Lender Agrees to Extend Debt Maturity to July 24
---------------------------------------------------------------
Vector Energy Corporation (OTCBB:VECT) has reached agreement
with its Secured Lender to extend the maturity of its debt from
June 24, 2002 to July 24, 2002.

Vector Energy Corporation is a Houston-based company primarily
engaged in the acquisition, development and production of
natural gas and crude oil.


VERADO HOLDINGS: Court Confirms Amended Joint Liquidating Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the First Amended Liquidating Chapter 11 Plan pursuant to
Section 1129 of the Bankruptcy Code.

Pursuant to section 7.1 of the Plan, as of the Effective Date,
the Chapter 11 cases shall be substantively consolidated for all
purposes related to the Plan and:

     i) all assets and liabilities of the Subsidiaries shall be
        deemed merged or treated as through they were merged
        into and with the assets and liabilities of Verado
        Holdings, Inc.,

    ii) no distribution shall be made under the Plan on account
        of Intercompany Claims or on account of the Subsidiary
        Equity Interests among the Debtors,

   iii) all guarantees of the Debtors of the obligations of any
        guarantee thereof executed by any other Debtor and any
        joint or several liability of any of the Debtors shall
        be deemed to be one obligation of the consolidated
        Debtors, and

    iv) each and every Claim and Equity Interest filed or to be
        filed in the Chapter 11 Case of any of the Debtors shall
        be deemed filed against the consolidated Debtors.

As of the Effective Date, the Indenture and the Notes shall be
canceled and deemed null and void and of no further force and
effect; but the cancellation of the Indenture:

     i) shall not impair the rights of holders of Notes under
        the Plan and

    ii) shall not impair the rights of the trustee under the
        Indenture pursuant to the Plan.

Mr. John Caliolo shall serve as Liquidating Trustee under the
Plan who will act as the representative of the Debtors' estates.
Mr. Caliolo shall also serve as the Disbursing Agent under the
Plan. The Disbursing Agent shall:

     i) hold and administer the Disputed Claims Trust and the
        Disputed Class 5 and Class 6 Trust,

    ii) subject to approval of the Disbursing Agent Agreement,
        object to, settle or otherwise resolve Disputed Claims
        and Disputed Equity Interests,

   iii) make distributions to holders of Disputed Claims and
        Disputed Equity Interests that subsequently become
        Allowed Claims and Allowed Equity Interests in
        accordance with the Plan and

    iv) distribute to holders of previously Allowed Claims and
        Allowed Equity Interests any assets no longer required
        to be held for Disputed Claims and Disputed Equity
        Interests

The Court rules that all injunctions or stays provided for in
the Chapter 11 Case shall remain in full force and effect until
the Effective Date.

Verado Holdings, Inc., through its subsidiaries, provides
outsourced services as well as professional services, data
center, and application hosting solutions for various
businesses. The Company filed for chapter 11 protection on
February 15, 2002. When the Debtors filed for protection from
its creditors, it listed $61,800,000 in assets and $355,400,000
in liabilities.


WEBB INTERACTIVE: Registers 19 Million Shares for Public Sale
-------------------------------------------------------------
Webb Interactive Services, Inc., in a public offering, is
offering a maximum of 19,143,445 shares of its common stock,
including 10,735,000 shares which are reserved for issuance upon
the exercise of common stock purchase warrants.  All of the
shares are being offered for sale by selling shareholders, the
Company will not receive any of the proceeds from the offer and
sale of the common stock.

The OTC Bulletin Board lists Webb's common stock under the
symbol WEBB. The Company advises that investing in its common
stock involves risks, and cautions that one should not purchase
its common stock unless one can afford to lose their entire
investment.

Webb Interactive Services' AccelX division helps local
businesses establish an e-commerce presence with a suite of XML-
based applications for Web site building, lead generation, and
customer management. Through its Jabber.com subsidiary, Webb
offers an open source instant messaging application. Unlike most
of its competitors in the instant messaging market, which focus
on consumers, Jabber.com focuses on messaging for businesses and
service providers. Webb's services (nearly half of sales)
include consulting, implementation, and training. The company's
top three customers (VNU Publitec, VetConnect, and Switchboard)
collectively account for 65% of sales.

In its December 31, 2001 balance sheet, Webb Interactive
Services has a total shareholders' equity deficit of about $5.4
million.


WHEELING-PITTSBURGH: Signs-Up Conway Del Genio as Fin'l Advisors
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates, in
accord with their agreement with the Noteholders' Committee, ask
Judge Bodoh for entry of an Order authorizing the employment and
retention of Conway, Del Genio, Gries & Co., LLC as their
financial advisors, effective as of June 12, 2002.

The Debtors resolved the Noteholders' Committee Objection to
their employment of RBC Dain by agreeing to (i) retain a
financial advisor no later than June 12, 2002 to inter alia,
conduct a formal sale process, (ii) seek a hearing date of not
later than June 27, 2002 for approval of the retention, and
(iii) provide a proposed timeline to the Committee within two
weeks of signing such retention agreement setting forth the
critical dates in the sale process, including the active sale of
the Debtors' businesses on or after August 30, 2002 in the event
that an application by the Debtors to the Emergency Steel Loan
Guarantee Board has not been filed and accepted for
consideration by such date by such Board.

                          Services

If Judge Bodoh grants this Application, CDG will provide such
specific services for the Debtors as CDG and the Debtors shall
deem appropriate and feasible in order to advise the Debtors in
course of these Chapter 11 cases, including:

   (a)  Restructuring Services:

        (i)  Performing general due diligence needed to evaluate
             the WPC's existing business plan;

       (ii)  Providing a valuation of the Debtors;

      (iii)  Assisting the Debtors, as necessary, in managing
             the Chapter 11 process with the goal of developing
             a confirmable plan of reorganization for the
             Debtors;

       (iv)  Advising the Debtors in all financial matters
             related to the structuring of and negotiations
             regarding a plan of reorganization;

       (v)   Rendering expert testimony, as necessary,
             concerning the valuation of the Debtors, the
             feasibility of a plan of reorganization and other
             matters; and

   (b)  Divestiture Services:

        (i)  Evaluating the sale process for WPC and/ or certain
             subsidiaries or assets;

       (ii)  Assisting management with the preparation of a
             timeline setting forth the critical dates in the
             divestiture process;

      (iii)  Assisting management in the preparation of a
             complete confidential memorandum to present to
             potential buyers;

       (iv)  Contacting potential buyers to determine
             preliminary interest;

        (v)  Conducting facilities visits for potential buyers;

       (vi)  Assisting in negotiations to reach an agreement in
             principle and/or definitive agreement.

It is necessary and essential that the Debtors employ CDG to
render these professional services.  The services of CDG are
necessary to enable the Debtors to maximize the value of the
estates and to reorganize successfully.

                          Compensation

The Debtors propose that CDG be compensated for these services,
pursuant to the provisions of Sections 330(a) and 331 of the
Bankruptcy Code and as described in the Retention Letter:

(a)  Monthly Fee:  The Debtors will pay a monthly fee of
     $150,000.  CDG will credit 100% of each Monthly Fee
     received towards the Restructuring Fee and any Divestiture
     Fee.

(b)  Restructuring Fee:  The Debtors will pay CDG a
     Restructuring Fee of $3,000,000 upon the effective date of
     a plan of reorganization for the Debtors.

(c)  Divestiture Fee:  If WPC chooses to sell substantially all
     of the Debtors, CDG will receive a Divestiture Fee of 1% of
     Aggregate Consideration upon the consummation of the sale.
     CDG will receive a Divestiture Fee of 0.75% of Aggregate
     Consideration upon the sale of Wheeling Corrugating
     Company, Ohio Coatings Company, the Debtors. coke ovens and
     Wheeling-Nisshin, Inc., and 1.5% of Aggregate Consideration
     upon the sale of any other business or other assets (other
     than the sale of inventory or accounts receivable in
     discrete transactions) of the Debtors.  In addition to the
     credit of the Monthly Fees, any Divestiture Fee received
     will be credited towards the Restructuring Fee.

In no event may the total fees payable to CDG exceed $3,000,000.

For purposes of this engagement agreement, the term
"Restructuring" shall mean any of several actions in which CDG
participates at the Debtors' request:

       (i) recapitalization or restructuring with respect to the
           Debtors' indebtedness, obligations, debt securities,
           liabilities or equity, or any combination (including,
           without limitation, through any exchange, conversion,
           cancellation, forgiveness, retirement and/or a
           material modification or amendment to the terms,
           conditions or covenants of the Debtors' debt
           securities and/or other indebtedness, obligations or
           liabilities (including, without limitation, joint
           ventures or partnership interests, capital lease
           obligations, trade credit facilities and other
           contract obligations)), including pursuant to an
           exchange transaction, a solicitation of consents,
           waivers, acceptances or authorizations, refinancing
           or repurchase.

For purposes of this Agreement, the term Divestiture will mean
any of action in which CDG participates at the Debtors' request:  
a sale of the Debtor, any subsidiaries or other assets.

To date, CDG has received no compensation in respect of this
engagement.  CDG is not owed any payments for pre-petition
services rendered to Debtors or expenses incurred.

                        Additional Terms

The Engagement Letter contains additional terms, including a
clear definition of the Debtors' role:

"[The Debtors] would clearly have complete control over all key
matters, including:

       1.  Approving the transaction strategy.

       2.  Approving the confidential memorandum.

       3.  Approving the potential buyers to be contacted.

       4.  Entering into an agreement in principle.

       5.  Entering into the definitive agreement."

CDG will under all circumstances have the right to rely on,
without independent verification, and does not assume
responsibility for the accuracy or completeness of information
furnished to CDG by the Company in connection with CDG's
engagement.

Notwithstanding anything contained in this engagement agreement
to the contrary, CDG makes no representations or warranties
about the Debtors' ability to (i) successfully complete a
Restructuring or (ii) satisfy its obligations in full or (iii)
maintain sufficient liquidity to operate its business.

                 Indemnification & A Release

The Engagement Agreement contains a lengthy and detailed
indemnity and release in which the Debtors agree to indemnify
and hold harmless each of CDG, its partners, employees, agents
and representatives against any and all losses, claims, damages,
liabilities, penalties, obligations and expenses (including the
reasonable costs for counsel or others as and when incurred in
investigating, preparing or defending any action or claim,
whether or not in connection with litigation in which any
Indemnified Party is a party, or enforcing this Agreement)
caused by, relating to, based upon or arising out of (directly
or indirectly) the Indemnified Parties' acceptance of or the
performance or non-performance of their obligations under the
Agreement; provided, however, the indemnity does not apply to
any loss, claim, damage, liability or expense to the extent it
is found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) to have resulted
primarily and directly from  such Indemnified Party's gross
negligence or willful misconduct (an "Excluded Liability").  The
Debtors also agree that no Indemnified Party will have any
liability (whether direct or indirect, in contract or tort or
otherwise) to the Debtors for or in connection with the
engagement of CDG, except to the extent of any liability for
losses, claims, damages, liabilities or expenses that are found
in a final judgment by a court of competent jurisdiction (not
subject to further appeal) to have  resulted directly  from  
such  Indemnified  Party's  gross negligence or willful
misconduct.  The Company further agrees that it will not,
without the prior consent of CDG (which will not be unreasonably
withheld), settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action, suit or
proceeding in respect of which such Indemnified Party seeks
indemnification hereunder (if the Indemnified Party is an actual
party to the claim, action, suit or proceeding) unless the
settlement, compromise or consent includes an unconditional
release of the Indemnified Party from all liabilities arising
out of such claim, action, suit or proceeding.

These indemnification provisions are expressly stated as being
in addition to any liability which the Debtor may otherwise have
to the Indemnified Parties.

If any action, proceeding or investigation is commenced to which
any Indemnified Party proposes to demand indemnification, the
Indemnified Party will notify the Debtors with reasonable
promptness; provided, however, that any failure by such
Indemnified Party to notify the Debtors will not relieve the
Debtors from their obligations under the engagement agreement,
except to the extent that the failure has actually materially
prejudiced the defense of the action.  The Debtors must promptly
pay expenses reasonably incurred by any Indemnified Party in
defending or settling any action, proceeding or investigation in
which the Indemnified Party is a party or is threatened to be
made a party by reason of the engagement under the Agreement in
advance of the final disposition of such action, proceeding, or
investigation upon submission of invoices therefor.  Each
Indemnified Party undertakes, and the Debtors accept its
undertaking, to repay any and all such amounts so advanced if it
is ultimately be determined that the Indemnified Party is not
entitled to be indemnified.  If any such action, proceeding or
investigation in which an Indemnified Party is a party is also
against the Debtors, the Debtors may, in lieu of advancing the
expenses of separate counsel for the Indemnified Party provide
the Indemnified Party with legal representation by the same
counsel who represents the Debtors, provided such counsel is
reasonably satisfactory to the Indemnified Party, at no cost to
the Indemnified Party; provided, however, that if such counsel
or counsel to the Indemnified Party  determines that due to the
existence of actual or potential conflicts of interest between
such Indemnified Party and the Debtors such counsel is unable to
represent both the Indemnified Party and the Debtors, then the
Indemnified Party will be entitled to use separate counsel of
its own choice and the Debtors must promptly advance the
reasonable expenses of such separate counsel upon submission of
invoices.  Nothing herein will prevent an Indemnified Party from
using separate counsel of its own choice at its own expense, and
the Debtors agree to cause their counsel to cooperate with
counsel to the Indemnified Party.  The Debtors will be liable
for any settlement of any claim against an Indemnified Party
made with the Debtors' written consent, which consent shall not
be unreasonably withheld.

In order to provide for just and equitable contribution if a
claim for indemnification under these indemnification provisions
is made but it is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) that such
indemnification may not be enforced in such case, even though
these express provisions provide for indemnification; then the
Debtors, on the one hand, and the Indemnified Parties, on the
other hand, will contribute to the losses, claims, damages,
liabilities and expenses (and reasonable and appropriately
documented out-of-pocket expenses relating thereto):

       (i) in such proportion as is appropriate to reflect the
           relative benefits of the services provided pursuant
           to this Agreement; or

      (ii) if the allocation provided by clause (i) is not
           available, in such proportion as is appropriate to
           reflect not only the relative benefits referred to in
           clause (i) but also the relative fault of each of us,
           as well as any other relevant equitable
           considerations; provided, however, in no event
           will CDG's aggregate contribution to the amount paid
           or payable exceed the aggregate amount of fees
           actually received under the Agreement.

In connection with the process of seeking judicial authorization
for the Agreement and the engagement of CDG, and in the event
(i) the Debtors' cases under Chapter 11 of the Code are
converted to proceedings under Chapter 7; and (ii) the Debtors
and CDG seek judicial approval for the assumption of the
Agreement or authorization to enter into a new engagement
agreement pursuant to either of which CDG would continue to be
engaged by the Debtors, the Debtors must promptly pay expenses
reasonably incurred by the Indemnified Parties, including
attorneys' fees and expenses, in connection with any motion,
action or claim made either in support of or in opposition to
any  retention or authorization whether in advance of or
following any judicial disposition of the motion, action or
claim promptly upon submission of invoices therefor and, in the
event of a conversion of the Chapter 11 case to one under
Chapter 7, regardless of whether the retention or authorization
is approved by any court, provided, that the Indemnified Parties
will give the Debtors prior notice if their counsel will attend
or participate in any court hearing.  The Debtors will also
promptly pay the Indemnified Parties for any expenses reasonably
incurred by them, including reasonable attorneys' fees and
expenses, in seeking payment of all amounts owed it under the
Agreement (or any new engagement agreement) whether through
submission of a fee application or in any other manner, without
offset, recoupment or counterclaim, whether as a secured claim,
an administrative expense claim, an unsecured claim, a
prepetition claim or a postpetition claim.

Neither termination of the Agreement nor termination of CDG's
engagement nor the conversion of the existing cases to
proceedings under Chapter 7 will affect these indemnification
provisions, which shall hereafter remain operative and in full
force and effect.

                           Termination

CDG's engagement may be terminated by thirty days' written
notice without cause by either the Debtors or CDG.  
Notwithstanding the foregoing, subject to the remaining
provision of this paragraph, the provisions relating to the
payment of fees and expenses will survive the termination, and
any such termination will not effect the Debtors' obligations
under the indemnification provisions included herein. The
Restructuring Fee or a Divestiture Fee will only be payable in
the event that, in the case of the Restructuring Fee, a Plan of
Reorganization or, in the case of the Divestiture Fee, a
Divestiture is consummated at anytime prior to the expiration of
six months after such termination, and in each case CDG advised
the Debtors prior to the termination of this Agreement.  The
Company will only be obligated to pay the Monthly Fee through
the date of termination.

                         Disclosures

Robert P. Conway a member of the firm of Conway, Del Genio,
Gries & Co., LLC, a financial advisory services firm with
offices located at Olympic Tower, 645 Fifth Avenue, New York,
New York, avers to Judge Bodoh that CDG has in the past
represented, and likely in the future will represent, creditors
or equity security holders of the Debtors in matters unrelated
to these cases.  To the best of Mr. Conway's and CDG's
knowledge, CDG has no connection with the Debtors, their
creditors, any other parties in interest, or their respective
attorneys and accountants, or with the United States Trustee or
any person employed in the office of the United States Trustee,
except that CDG has provided and likely will continue to provide
services unrelated to the Debtors' cases for parties such as RZB
Financial LLC, Union Compagnie Financiere de CIC, Bank of
Ireland, The Industrial Development Authority of Greensville
County, Virginia, Director of the State of Nevada Department of
Business and Industry, FBW Leasecorp, Inc., Dong Yang America,
Nittetsu, Nisshin Steel Company, Ltd., United Steelworkers of
America, International Union of Sheet Metal Workers,
International Brotherhood of Teamsters, ISPAT Mexicana, S.A. de
C.V., Cleveland Cliffs, ISPAT Inland Steel, Ohio Valley
Industrial and Business Development Corporation, and Wesbanco
Bank, Inc.; Neuberger Berman, LLC, Paine Webber Incorporated,
Salomon Smith Barney Inc. and PNC Bank, National Association,
which are beneficial Noteholders, and others such as lenders The
CIT Group/Business Credit, Inc. and Foothill Capital
Corporation, and professional persons such as Debevoise &
Plimpton, Pricewaterhouse-Coopers, Gavin Anderson & Co., Jay
Alix & Associates, Calfee, Halter & Griswold LLP, Poorman-
Douglas Corporation, Procurement Specialty Group, Inc.,
Rothschild Inc. and RBC Dain Rauscher Inc. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


XEROX CORP: Completes Renegotiation of $7 Billion Revolver
----------------------------------------------------------
Xerox Corporation (NYSE: XRX) announced the renegotiation of its
$7 billion revolving line of credit.  The company has repaid
$2.8 billion of the revolver and extended the maturity date for
the remaining $4.2 billion.

"Xerox's strengthened financial position and improved
operational performance contributed to our successful
renegotiation of the revolver," said Anne M. Mulcahy, Xerox
chairman and chief executive officer. "With this new credit
facility, we are better positioned to effectively manage our
liquidity while focusing intently on building back value in the
company."

Effective Friday, the new credit facility consists of three term
loans totaling $2.7 billion and a $1.5 billion revolving line of
credit.  The first term loan of $700 million must be completely
repaid by its final maturity this September. The remaining term
loans and the revolving line of credit have a final maturity of
April 30, 2005.

"The completion of the revolver renegotiation as well as
continued progress in transitioning equipment financing to third
parties are evidence of the progress Xerox is making to
restructure its balance sheet and restore its financial health,"
added Lawrence A. Zimmerman, Xerox senior vice president and
chief financial officer.

Following the repayment of the $2.8 billion portion of the
revolver and $1.3 billion in debt that matured this quarter,
Xerox's current worldwide cash position is about $1.7 billion.

Xerox filed Friday a Form 8-K that includes the terms and
conditions of the new revolving line of credit.

For more information about Xerox, visit
http://www.xerox.com/news


XEROX: S&P Affirms BB- Rating After Credit Pact Renegotiation
-------------------------------------------------------------
Standard & Poor's affirmed its double-'B'-minus corporate credit
rating on Xerox Corp. and related entities. The ratings are
removed from CreditWatch, where they were placed with negative
implications on April 18, 2002.

The ratings affirmation reflects Xerox's completion of the $4.2
billion amended and restated credit agreement, and the removal
of a major refinancing uncertainty.

After completing the new credit agreement Xerox has about $15
billion in debt outstanding. The outlook is negative.

In addition, Standard & Poor's lowered its senior unsecured debt
rating on Xerox to single-'B'-plus from double-'B'-minus,
reflecting a material amount of secured debt (including security
granted under the new credit facility, and on- and off-balance
sheet loans secured by finance and trade receivables).

Finally, Standard & Poor's assigned the following ratings to
Xerox's $4.2 billion credit agreement: double-'B'-minus to the
$500 million first-priority secured Tranche B term loan maturing
in April 2005; and single-'B'-plus to the $1.5 billion revolving
credit and $1.5 billion Tranche A term loan maturing in April
2005, and to the $700 million Tranche C term loan maturing Sept.
15, 2002. The revolving credit facility, Tranche A and Tranche C
loans have a security interest secondary to Tranche B. The
security interest of Tranche B (rated the same as the corporate
credit rating) is equal to approximately 20% of consolidated net
worth, as defined in Xerox' public indentures. Standard & Poor's
expects Tranche B term loan lenders can recover considerably
more than unsecured creditors in the event of default or
bankruptcy. They are, however, exposed to a reduction in the
value of the security interest if consolidated net worth
declines.

"The negative outlook reflects the need for Xerox to achieve
material improvement in non-financing EBITDA in 2002 and non-
financing cash flow over the intermediate term," said Standard &
Poor's credit analyst Martha Toll-Reed.

Xerox has made good progress to date in executing its turnaround
program, and the completion of the new bank agreement 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.

Xerox Corporation's 9.75% bonds due 2009 (XEROX9A), DebtTraders
says, are quoted at a price of 89.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEROX9Afor  
real-time bond pricing.


YUM! BRANDS: Fitch Rates Proposed $350MM Senior Notes at BB+
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to YUM! Brands, Inc.'s
(formerly TRICON Global Restaurants, Inc.) proposed $350 million
senior unsecured notes offering maturing in 2012. The Company's
bank facilities and senior notes are affirmed at 'BB+'. The
Rating Outlook remains Stable.

YUM! Brands intends to apply the proceeds from the offering
along with an additional draw under a new unsecured revolver to
repay and retire the existing senior unsecured term loan
facility that had a principal balance of $422 million as of
March 23, 2002. YUM! Brands has received commitments to
refinance its $1.75 billion unsecured revolver with a $1.25
billion three year revolver.

YUM! Brands' ratings consider the company's solid cash-
generating ability, the diversity and size of its core brands,
leading position in each of its restaurant food categories, and
ability to realize efficiencies through national advertising,
bulk purchasing and multibranding. These strengths are balanced
against the competitive nature of the Quick Service Restaurant
industry and the company's leveraged capital structure.

After the end of last quarter, YUM! Brands acquired Yorkshire
Global Restaurants, Inc., owner of Long John Silver's and A&W
All-American Food Restaurants, for $320 million, including
assumed debt. The acquisition will result in higher leverage
than had been originally anticipated, but will also create
additional growth through more multibranding opportunities.

YUM! Brands' other core brands, KFC, Taco Bell and Pizza Hut,
have been generating better revenue growth recently with same-
store sales at U.S. company-owned restaurants up 3% for the
second quarter ended June 15, 2002, not including Long John
Silver's and A&W restaurants. International system sales
increased 7%, after a negative impact from foreign currency
conversion.


YUM! BRANDS: S&P Rates $350 Million Senior Unsecured Notes at BB
----------------------------------------------------------------
Standard & Poor's assigned its double-'B' rating to quick-
service restaurant operator Yum! Brands Inc.'s proposed $350
million senior unsecured note offering that matures in 2012. The
notes will be drawn down off of the company's shelf
registration. The company plans to use the proceeds from the new
note offering to repay indebtedness under the credit facility.

The double-'B' corporate credit rating on the company was also
affirmed. Louisville, Kentucky-based Yum! Brands had $2.125
billion funded debt outstanding as of March 23, 2002. The
company owns, operates, and franchises the KFC, Pizza Hut, and
Taco Bell brands, and recently purchased Yorkshire Global
Restaurants, the parent company of Long John Silvers and A&W.

"The rating on Yum! Brands reflects the risks associated with
operating in the intensely competitive quick-service segment of
the restaurant industry, the complexity of operating multiple
brands, and the unique competitive issues with each of the
company's brands," Standard & Poor's credit analyst Diane Shand
said. "These weaknesses are partially offset by the leading
market positions held by its three core brands and by Yum!
Brands' significant progress in cutting costs and improving
store productivity."

Standard & Poor's said operational improvements have helped
strengthen the company's financial condition. Gains from
refranchised stores and internally generated cash flow have
allowed Yum! Brands to repay about $2.3 billion of debt since
1998. Total debt to EBITDA was 2.5 times in 2001, down
significantly from 4.4x at year-end 1997. Debt is expected to
decline only modestly in the near term because of the company's
share repurchases. EBITDA coverage of interest is good at 4.8x.

Yum! Brands faces significant near-term maturities. The
company's $1.75 billion credit facility matures in October 2002,
and it had $1.4 billion available under the bank loan as of
March 23, 2002. The company is in the process of negotiating to
replace the credit facility with new borrowings before the
maturity date. The new facility is expected to total $1.5
billion and have a three-year term.


ZAP: Emerges from Chapter 11 After Court Confirms Reorg. Plan
-------------------------------------------------------------
ZAP (OTC Bulletin Board: ZAPPQ) announced that its Plan of
Reorganization has been confirmed by the United States
Bankruptcy Court, which clears the way for the Company to emerge
immediately from Chapter 11. The Plan includes a merger with two
privately held companies as well as a reverse split of its
stock.

The Plan represents a "comprehensive and fair proposal for the
payment of outstanding obligations to creditors and all
stakeholders," according to ZAP. There were no objections to the
Plan. ZAP had filed for Voluntary Chapter 11 Reorganization on
March 1, 2002. The Order Confirming the Plan was signed by U.S.
Bankruptcy Judge Alan Jaroslovsky on June 20, 2002. The Plan
earned support from Company shareholders, secured and unsecured
creditors, and employees.

Under the plan, existing common shareholders stock will be
reverse split, and the preferred stock will be converted to
common stock. A significant impact of the successful
reorganization is the elimination of the majority of the
unsecured debt that ZAP had on its balance sheet. Also as a
result of the reorganization, the Company will acquire two
Sonoma County companies RAP Group, Inc. and Voltage Vehicles.

Information about the reorganization plan is available on the
Company's Web site at http://www.zapworld.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-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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                     *** End of Transmission ***