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

              Wednesday, April 17, 2002, Vol. 6, No. 75

                           Headlines

ANC RENTAL: Moves to Consolidate Raleigh Airport Operations
ADELPHIA: Court Extends Schedule Filing Period Through June 10
ADVANTICA RESTAURANT: Annual Shareholders' Meeting is on May 22
ADVANTICA RESTAURANT: Closes Senior Note Exchange Offer
ALLIANT MEDICAL: Misses Interest Payment On 6% Conv. Sub. Notes

ANCHOR GLASS: Files Cerberus-Backed Pre-Negotiated Chapter 11
AQUASEARCH: Disclosure Statement Hearing Scheduled for May 20
BURLINGTON: Asks Court to Fix Bar Dates for Creditors' Claims
CJF HOLDINGS: Creditors to Convene on May 23 in Wilmington, Del.
CJF HOLDINGS: Court Approves Bayard Firm as Trustee's Counsel

CHAPARRAL RESOURCES: Working with CAIH to Restructure Shell Loan
COMDISCO: Seeks to Extend Solicitation Period through July 31
COMDISCO INC.: Begins Trading On The Over-the-Counter Market
COVANTA ENERGY: Honoring Prepetition Employee Obligations
CYBEX INT'L: Will Hold Annual Shareholders' Meeting on May 7

DOE RUN: Reaches Agreement in Principle for Debt Restructuring
EBIZ ENTERPRISES: Obtains Confirmation of Reorganization Plan
EMERITUS CORPORATION: Daniel Baty Discloses 40.59% Equity Stake
ENRON CORP: North America Unit Selling Steel Slabs For $24 Mill.
ENRON CORP: Court Allows Transfer Of Dynegy Case To Houston

FFC HOLDING: Wants to Extend Plan Filing Period to May 29
FEDERAL-MOGUL: Futures Representative Hires Zolfo as Consultant
FOSTER WHEELER: Low-B Ratings Remain on Watch Negative
GMX RESOURCES: Selling Properties to Pay-Off Short Term Debts
GLOBAL CROSSING: Balks At Defense Research Contract Ruling

HUNGARIAN TELEPHONE: Annual Shareholders' Meeting Set For May 22
INTEGRATED HEALTH: Obtains Court Nod on HIS-Rotech Settlement
KAISER: Asbestos Claimants Tap Caplin & Drysdale as Counsel
LTV CORP: Court Fixes May 20 as Administrative Claims Bar Date
LODGIAN INC: Deadline to File Proofs of Claim is June 3

LTV STEEL: Ex-Employees Arrange Health Plan With Americana Fin'l
MCCRORY: Secures Extension Until June 7 to Decide on Leases
MPOWER HOLDING: Hiring Citigate Sard as Communication Consultant
NATIONSRENT: Committee Wants to Sign-Up T. Putman as Consultant
NTELOS INC: Reduces Workforce By Approximately 15%

ON SEMICONDUCTOR: Stockholders to Meet on May 23 in Tempe, AZ
PCA INTERNATIONAL: S&P Rates $200MM Senior Unsecured Notes at B-
PACIFIC GAS: Seeks Nod to Execute Forbearance Pacts with Banks
PACIFIC GAS: Makes Preliminary Rate Case Filing
PACIFIC GAS: CPUC Unveils its Competing Plan

PACIFIC GAS: Says CPUC's 2nd Alternate Plan Still Not Practical
PANACO INC: Accumulates $24.4 Million Working Capital Deficit
PHILIP SERVICES: Completes Refinancing & Reports FY 2001 Results
PINNACLE HOLDINGS: Senior Lenders Agree to Forbear Until May 10
PRECISION SPECIALTY: Gets OK to Continue Appel-Revoir Engagement

PRINTING ARTS: Engages Caspert Management As Appraisers
PUEBLO XTRA: S&P Junks Credit Rating Amid Refinancing Concerns
SAFETY-KLEEN: So What's the Big Secret?
SPECIAL METALS: Credit Lyonnais-Led Group Extends $60MM DIP Loan
STATION CASINOS: Stockholders' Annual Meeting Set for May 22

SUN COUNTRY: Now Owned By MN Airlines, LLC
TRICO STEEL: Wants to Stretch Lease Decision Period To Sept. 23
TRITON NETWORK: Settles Musolina Lawsuit With $3.7M Cash Payment
USOL HOLDINGS: Negotiating with Senior Lender to Cure Defaults
VALEO ELEC: Reaches Tentative Labor Accord With IUE-CWA 509

VELOCITA: Obtains 2nd Waiver of Potential Loan Covenant Defaults
WASH DEPOT: Committee Seeks Extension of Shared Exclusivity
WILLCOX & GIBBS: Court OKs Belfint Lyons' Retention As Auditors
ZANY BRAINY: Wants to Close Affiliates' Chapter 11 Cases

* David Kurtz Joins Lazard as Managing Director

* Meetings, Conferences and Seminars

                           *********

ANC RENTAL: Moves to Consolidate Raleigh Airport Operations
-----------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates ask to assume
the National Concession Agreement and the National Lease at the
Raleigh-Durham Airport and to assign these to ANC. Such
assignments allow ANC to operate under the National and Alamo
tradenames at the existing National facility.

Mark J. Packel, Esq., at the Blank, Rome, Comisky & McCauley LLP
in Wilmington, Delaware, claims that the consolidation of
operations is warranted as it is expected to yield about
$1,020,000 annual savings in terms of fixed facility costs and
other operational costs to the Debtors. The Debtors will also be
able to take advantage of the efficiencies resulting from the
operation of the National and Alamo brands out of a single
location.

(ANC Rental Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA: Court Extends Schedule Filing Period Through June 10
--------------------------------------------------------------
Adephia Business Solutions, Inc. obtained an order from the
Court extending the 15 day period to file their respective
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs. They have received
an additional 60 days, to June 10, 2002, without prejudice to
the Debtors' right to request additional time should it become
necessary.

Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP in New York,
relates that the Debtors provide telecommunications services to
thousands of direct customers and also provide services to other
companies who in-turn provide the Debtors' services to their
direct customers. In order to prepare the Schedules, the Debtors
must gather extensive information on all such services and
clients throughout the country. Such a task requires an enormous
expenditure of time and effort on the part of the Debtors and
their employees. Ms. Liu assures the Court that the Debtors are
mobilizing their employees to work diligently and expeditiously
on the preparation of the Schedules. Nonetheless, due to the
additional demands placed on the Debtors' employees as a result
of the Chapter 11 process, personnel resources are strained. The
Debtors likely will not be able to properly and accurately
complete the Schedules within the 15-day time period imposed
under the Bankruptcy Rules. This becomes obvious when
considering the large amount of work entailed in completing the
Schedules and in dealing with the competing demands upon the
Debtors' employees to assist in efforts to stabilize business
operations during the initial post-petition period.

Accordingly, in view of the size of the Debtors' cases, the
amount of information that must be assembled and compiled, the
location of such information, and the significant amount of
employee time that must be devoted to the task of completing the
Schedules, the Debtors submit that ample cause exists for the
extension.  (Adelphia Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADVANTICA RESTAURANT: Annual Shareholders' Meeting is on May 22
---------------------------------------------------------------
The Annual Meeting of Stockholders of Advantica Restaurant
Group, Inc. will be held at The Ritz-Carlton, Buckhead, 3434
Peachtree Road, Atlanta, Georgia on Wednesday, May 22, 2002 at
9:00 a.m. for the following purposes:

      1. To elect seven (7) directors.

      2. To consider and vote upon a proposal to ratify the Board
         of Directors' selection of Deloitte & Touche LLP as the
         principal independent auditors of Advantica and its
         subsidiaries for the year 2002.

      3. To consider and vote upon a proposal to approve
         Advantica's 2002 Incentive Program for employees.

      4. To consider and vote upon a proposal to approve the
         Denny's, Inc. Omnibus Incentive Compensation Plan for
         Executives.

      5. To transact such other business as may properly come
         before the meeting.

Only holders of record of Advantica's common stock at the close
of business on March 26, 2002 will be entitled to notice of, and
to vote at, this meeting.

One of the nation's largest restaurant companies, Advantica
Restaurant Group (formerly Flagstar) plans to undergo its fifth
name change (to Denny's) after selling its Coco's and Carrows
chains. Its Denny's is the country's largest full-service family
restaurant chain at more than 1,800 units. Coco's serves bakery
items at about 480 locations, and Carrows offers family dining
at about 140 restaurants. Advantica sold its Hardee's and
Quincy's Family Steakhouse chains after emerging from Chapter 11
in 1998 and exited the quick-service restaurant business in 1999
by selling the El Pollo Loco chain.

DebtTraders reports that Advantica Restaurant Group's 11.25%
bonds due 2008 (DINE08USR1) are trading between the prices of 79
and 81. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1
for real-time bond pricing.


ADVANTICA RESTAURANT: Closes Senior Note Exchange Offer
-------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) announced the
closing of its offer to exchange up to $212.0 million of
registered 12-3/4% senior notes due 2007 jointly issued by
Denny's Holdings, Inc. and Advantica (the "New Notes") for up to
$265.0 million of Advantica's 11-1/4% senior notes due 2008 (the
"Old Notes").

Following completion of Advantica's review of transmittal
documents under applicable eligibility requirements, an
aggregate of $88.1 million principal amount of Old Notes was
accepted by Advantica in the exchange offer which closed on
April 15, 2002. Upon the closing of the exchange offer,
Advantica has $441.5 million aggregate principal amount of Old
Notes outstanding and $70.4 million aggregate principal amount
of New Notes outstanding.

UBS Warburg LLC has acted as the dealer manager in the exchange
offer.

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating over 2,300
moderately priced restaurants in the mid-scale dining segment.
Advantica owns and operates the Denny's, Coco's and Carrows
restaurant brands. FRD Acquisition Co., the parent company of
Coco's and Carrows and a wholly owned subsidiary of Advantica,
is classified as a discontinued operation for financial
reporting purposes and is currently under the protection of
Chapter 11 of the United States Bankruptcy Code effective as of
February 14, 2001. For further information on the Company,
including news releases, links to SEC filings and other
financial information, please visit Advantica's website at
http://www.advantica-dine.com


ALLIANT MEDICAL: Misses Interest Payment On 6% Conv. Sub. Notes
---------------------------------------------------------------
UroMed Corporation d/b/a ALLIANT Medical Technologies (OTCBB:
URMD.OB) says it did not make the $432,000 interest payment due
on its 6% Convertible Subordinated Notes Due October 15, 2003.
Under the terms of these Notes, the Company has a 30-day grace
period within which to make this payment. The Company is
attempting to restructure the terms of the Notes and has
retained an advisor to assist in this effort.

The Company is pursuing various options to improve its cash
position, including the possible sale of equity securities, and
the divestiture of its Cavermap assets and technology. The
Company is also considering other strategic alternatives
including a possible sale, reorganization or liquidation. If the
Company does not succeed in restructuring the terms of its
Convertible Notes Due October 15, 2003 or improving its cash
position, it will probably be unable to fund its operations and
debt service obligations through the quarter ending June 30,
2002.

                     Company Mission

ALLIANT's mission is to deliver stakeholder value by providing
highly effective and efficient cancer treatment options that
will improve both the longevity and quality of life for cancer
patients around the world. Our organization's foundation is
built on a solid technology base along with the integrity,
commitment and respect of experienced team members.

We are focused on developing a deep understanding of our
markets, listening closely to customers and establishing key
strategic alliances that will lead to the development and
distribution of products and services that are consistent with
our core strategy and will ultimately deliver a return to our
investors.

As always, the Company plans to continue to dedicate resources
to develop and/or acquire products that fit into its strategic
platform.

On July 19, 2001, UroMed Corporation announced that it would
change its name to "ALLIANT Medical Technologies", and until it
receives formal stockholder approval it would do business under
that name.


ANCHOR GLASS: Files Cerberus-Backed Pre-Negotiated Chapter 11
-------------------------------------------------------------
Anchor Glass Container Corporation (OTC Bulletin Board: AGCCP),
the nation's third-largest manufacturer of glass beverage
containers, filed a pre-negotiated plan of reorganization
designed to erase some $50 million of debt. The filing was
prompted by liquidity issues raised by change of control
provisions in the company's debt instruments.  The pre-
negotiated elements of the transaction provide for no disruption
to the company's employees, creditors, customers and overall
operations.

Under terms of the re-capitalization, Anchor's secured bond
holders will retain their $150 million of first mortgage notes
that are outstanding, plus receive a consent fee for a waiver of
the change-of-control provisions and other non-financial changes
to the terms of the notes.

The company has signed lock-up and support agreements with a
majority of its unsecured bondholders, who will receive $50
million in cash.  Anchor has also signed lock-up and support
agreements with a majority of holders of its Series A preferred
stock, who will receive cash payments of $22.5 million. All
Series B preferred stock and common stock will be cancelled.

Under the proposed plan, secured creditors and all trade vendors
will be paid 100 percent of what is due them.

"The action allows Anchor Glass to re-capitalize and provides us
with a more stable financial base for the future," said Richard
M. Deneau, president and chief operating officer of Anchor
Glass.  It was filed in the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, which must approve the
restructuring plan.

In mid-March, Anchor entered into an agreement with Cerberus
Capital Management LP, a New York City-based investment
management firm, to infuse Anchor with $100 million in new
capital, of which $80 million will be in the form of equity
capital.  The agreement also contemplates that Anchor's bank
line of credit will be replaced with a new $100 million credit
facility. A new board of directors will be elected.

Deneau said that the triggering of a change-of-control provision
would have required Anchor to purchase all of its outstanding
senior notes and other bonds at 101% of the outstanding
principal amount, plus any accrued and unpaid interest.

"Business is very strong, the best it's been in 20 years," he
said, "and while we have sufficient operating funds, Anchor does
not have the cash or liquidity available to make the bond
repurchase, and failing to retire the debt would also have
resulted in default under the provisions of our current credit
facility."

Anchor Glass, which is listed on the NASD's OTC Electronic
Bulletin Board, is closely held.

Anchor Glass Container Corporation is the third largest
manufacturer of glass containers in the United States and
employs 2,900 at 12 U.S. locations. The company has been a major
glass producer for over 100 years, with roots in the old Anchor
Hocking Corporation, which was founded in the late 1800s.  It
supplies beverage and food producers and manufacturers of
consumer products worldwide. The company has been based in
Tampa, Fla. since 1983.


AQUASEARCH: Disclosure Statement Hearing Scheduled for May 20
-------------------------------------------------------------
On March 27, 2002, Aquasearch, Inc. filed, in the United States
Bankruptcy Court for the District of Hawaii, its Motion to
Approve Disclosure Statement and Schedule Hearing to Confirm
Plan of Reorganization.  A hearing to consider the adequacy of
the information contained in the Company's disclosure statement
is scheduled on May 20, 2002, in the United States Bankruptcy
Court for the District of Hawaii in Honolulu, Hawaii.

Under the Debtors' proposed plan of reorganization, unsecured
creditors holding approximately $5.5 million of claims are
slated to 15% cash distributions.  Old equity retains a 32%
stake in the Reorganized Company and the balance of the New
Stock will be issued to the parties financing the reorganization
plan.

Financing of the Plan comes from two sources. One will be in the
form of equity investment as the result of a merger with Aqua RM
Co., Inc. ("ARM"). The second is revenue derived from  various
commercial contracts, including the licensing of the Debtor's
intellectual property, the grant of certain international
distribution rights and the sale of products (the "Contracts").
The total amount of financing from these sources will be
approximately $3.5 million. Roughly half that amount will
come to the Debtor as an equity investment resulting from the
Merger with ARM, between the reorganized Debtor and ARM, which
will have that amount in net asset value, principally in the
form of cash and cash equivalents. The remaining portion will be
realized as net revenue generated by the Contracts. However, the
Contracts provide that they will not take effect until the Plan
is confirmed, and only if the Plan is confirmed.

On February 15, 2002 Mr. Earl F. Fusato resigned as the
Company's chief financial officer and, as of that date, his
employment relationship with Aquasearch was terminated. Mr.
Fusato remains as a member of the Company's Board of Directors
and has been retained as a consultant to the Company.  There
were no disagreements with Mr. Fusato on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

Until Aquasearch has retained a replacement for Mr. Fusato, the
accounting firm of Buttke Berch & Wanzek, PC, which was retained
by Aquasearch to perform its 2001 year-end audit, will provide
advice and assistance to the Company on certain financial
matters.

Aquasearch is a biopharmaceutical company dedicated to the
discovery, development, and commercialization of prescription
drugs and over-the-counter nutraceuticals from microalgae.
Aquasearch is a world leader in commercial photobioreactor
technology, which enables large-scale cGMP production of single
cell plants. Although plants have proven to be the most
successful source of new drugs, more than 30,000 species of
single cell plants remain unexploited in health and medicine.


BURLINGTON: Asks Court to Fix Bar Dates for Creditors' Claims
-------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates seek the
Court's authority to:

    (i) establish the general bar date by which all entities must
        file proofs of claim in these Chapter 11 cases;

   (ii) establish the date by which proofs of claim relating to
        the Debtors' rejection of executory contracts or
        unexpired leases must be filed against these cases;

  (iii) establish the date by which entities must file proofs of
        claim in these cases as a result of the Debtors'
        amendment of their schedules of assets and liabilities;
        and

   (iv) approve the form and manner of notice of the Bar Dates.

Rebecca Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that in order for the Debtors to
complete their reorganization process and make distributions
under a confirmed plan, they must obtain complete and accurate
information of all claims asserted in these cases.

A. Establishment of the Bar Dates

    "The Debtors anticipate that they will serve upon all known
    entities holding potential pre-petition claims, notice of the
    Bar Dates and a proof of claim form within 15 days after an
    order approving this motion," Ms. Booth states.  The Debtors
    request that the Court establish the General Bar Date to a
    date fixed by the Debtors no fewer than 60 days after the
    serving of the notices.  The General Bar Date would apply to
    all entities holding claims against the Debtors that arose
    prior to the Petition Date except:

    (a) entities whose claims against the Debtors arise out of
        obligations of those entities under a contract for the
        provision of liability insurance to the Debtors; or

    (b) governmental units with claims against the Debtors for
        unpaid taxes, whether such claims arise from pre-petition
        tax years or pre-petition transactions to which the
        Debtors were parties.

B. The Rejection Bar Date

    The Debtors anticipate that certain entities may assert
    claims in connection with their rejection of executory
    contracts and unexpired leases.  Ms. Booth explains that the
    Debtors propose that for any claim relating to their
    rejection of contracts and leases that is approved by the
    Court, the Rejection Bar Date for such a claim will be the
    later of:

    (a) the General Bar Date; and

    (b) 30 days after the date of the Rejection order.

C. The Amended Schedule Bar Date

    According to Ms. Booth, the Debtors further propose that they
    retain the right to:

    (a) dispute, or assert offsets or defenses against, any filed
        claim or any claim listed in the Schedules as to nature,
        amount, liability, classification or otherwise; and

    (b) subsequently designate any claim as disputed, contingent
        or unliquidated; provided, however, that if the Debtors
        amend their Schedules to reduce the undisputed,
        noncontingent and liquidated amount, or change the nature
        or classification, the affected claimant has until the
        Amended Schedule Bar Date to file a proof of claim or
        amend their claim.

The Debtors request that the Amended Schedule Bar Date be
established as the later of:

    (a) the General Bar Date; and

    (b) 30 days after the date of notice of the applicable
        amendment to the Schedules is served on the claimant.

Ms. Booth tells the Court that these entities must file proofs
of claim on or before the General Bar Date:

    (i) any entity whose pre-petition claim against the Debtors
        is not listed in the applicable Debtors' Schedules or is
        listed as disputed, contingent or unliquidated and
        desires to  participate in these Chapter 11 cases or
        share in the distribution in these cases; and

   (ii) any entity that believes that its pre-petition claim is
        improperly classified in the Schedules or is listed in an
        incorrect amount and desires to have its claim allowed in
        a classification or amount other than identified in the
        Schedules.

In addition, Ms. Booth lists these entities, whose claims
otherwise would be subject to the General Bar Date, need not
file proofs of claim:

    (i) any entity that already has properly filed a proof of
        claim against the Debtors in accordance with the
        procedures;

   (ii) any entity whose claim against the Debtors is not listed
        as disputed, contingent or unliquidated and that agrees
        with the nature, classification and amount of its claim
        as identified in the Schedules;

  (iii) any entity whose claim against the Debtors previously has
        been allowed by or paid in accordance to an order of the
        Court;

   (iv) any of the Burlington Companies, including any Debtors
        that hold claims against one of the other Debtors; and

    (v) any entity whose claim is limited exclusively to a claim
        for the repayment by the applicable Debtor of principal,
        interest and other applicable fees or any amount
        constituting an obligation, as collateral agent on:

        (a) the Credit Agreement; and

        (b) 7.25% Senior Unsubordinated Notes Due 2005 and 2027,
            issuances of rural economic development bonds and the
            indentures, provided , however, that:

            -- the indenture trustees be required to file
               proofs of claim on account of Debt Claims under
               the applicable Debt Instruments on or before the
               General Bar Date;

            -- any holder of a Debt Claim under the Pre-petition
               Loan Documents that wishes to assert a claim
               arising out of the Pre-petition Loan Documents,
               other than a Debt Claim, will be required to file
               a proof of claim on or before the General Bar
               Date;

            -- the Administrative Agent will be required to file
               a proof of claim on or before the General Bar Date
               for any claim under the Pre-petition Loan
               Documents that differs from or is an addition to
               the obligations or the claims; and

            -- to the extent any disagreement arises between the
               Debtors and the Administrative Agent regarding the
               amount or calculation of the obligations or the
               claims in the Final DIP Order, the Debtors may
               seek a further order of the Court regarding such
               claims.

Furthermore, Ms. Booth relates that any entity holding an
interest, which interest is based exclusively upon the ownership
of common or preferred stock or warrants or rights to purchase,
sell or subscribe to such a security, need not file a proof of
interest on or before the General Bar Date.

Any entity required to file a proof of claim which fails to do
so by the applicable Bar Date, should be forever barred,
estopped and enjoined from:

    (i) asserting any claim against the Debtors that is in the
        amount that exceeds the amount identified in the
        Schedules as undisputed, noncontingent and liquidated or
        is of a different nature or classification identified in
        the Schedules; or

   (ii) voting upon, or receiving distributions under any plan of
        reorganization in these Chapter 11 cases in respect of an
        unscheduled claim.

The Debtors propose to serve on all known entities holding
potential pre-petition claims:

    (i) a notice of the Bar Dates stating that proofs of claim
        must be filed with Logan on or before the applicable Bar
        Date.  In any event no later than 15 days after the date
        that the Court enters the Bar Date order, the Debtors
        intend to mail the Bar Date Notice Package via first
        class United States mail, postage prepaid to all
        claimants and their counsel and all parties in interest.
        The Debtors will fix the General Bar Date to ensure that
        Potential claimants receive no fewer than 60 days' notice
        of the General Bar Date; and

   (ii) a proof of claim form, stating whether the entity's claim
        is listed in the Schedules, the Debtor against which the
        claim is scheduled and whether the claim is listed as
        disputed, contingent or unliquidated.

Ms. Booth further states that for any claim to be valid and
properly filed, a signed original of a completed proof of claim,
together with any required documentation must be delivered to
Logan and received no later than 5:00 p.m. Eastern Time, on the
applicable Bar Date.  Proofs of claim can be submitted in person
or by courier service, hand delivery or mail.  "Proofs of claim
submitted by facsimile or e-mail will not be accepted," Ms.
Booth adds.

The Debtors also propose that all entities asserting claims
against more than one Debtors be required to file a separate
proof of claim respect to each Debtor.

Ms. Booth informs Judge Walsh that in light of the size,
complexity, geographic diversity and extensive history of the
Debtors' businesses, potential claims against the Debtors may
exist that the Debtors are unable to identify such as:

    (i) claims of trade vendors that failed to submit invoices;

   (ii) claims of former employees;

  (iii) claims of entities with potential unasserted causes of
        action against the Debtors; and

   (iv) claims that are not recorded in the Debtors' books and
        records.


Ms. Booth asserts that establishing a date that is no fewer than
60 days after the serving of the notice provides potential
claimants with ample time to review the Schedules and compare
the information with their own books and records.  "This
proposed notice period provides an adequate amount of time for
creditors to review the Schedules and prepare and file proofs of
claim," Ms. Booth says.

(Burlington Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CJF HOLDINGS: Creditors to Convene on May 23 in Wilmington, Del.
----------------------------------------------------------------
The United States Trustee will convene a meeting of CJF
Holdings, Inc.'s creditors on May 23, 2002 at 9:00 a.m., at the
U.S. District Court, 844 King St., Room 2112, Wilmington,
Delaware.  This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

CJF Holdings, Inc. filed for voluntary chapter 11 protection on
November 28, 2001 and received Court approval to convert its
cases to chapter 7 liquidation proceeding on February 8, 2002.
Donna L. Harris, Esq. at Morris, Nichols, Arsht & Tunnell
represents the Debtors.  When the company filed for protection
from its creditors, it listed an estimated assets and debts of
$10 million to $50 million.


CJF HOLDINGS: Court Approves Bayard Firm as Trustee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the application of Mr. Michael B. Joseph, the Trustee overseeing
the chapter 7 liquidation of CJF Holdings, Inc. and its debtor-
affiliates, to employ The Bayard firm as his Counsel, nunc pro
tunc to February 13, 2002.

The services that Bayard, as Chapter 7 Trustee Counsel, is
required to render are:

      a) providing legal advice with respect to the Chapter 7
         Trustee's powers and duties under the Bankruptcy Code;

      b) assisting in the investigation of the Debtors' acts,
         conducts, assets, liabilities, and financial condition,
         the operation of the Debtors' businesses, and may other
         matters relevant to the case or to the orderly
         liquidation of the estates' assets;

      c) preparing, on behalf of the Chapter 7 Trustee, necessary
         applications, motions, complaints, answers, orders,
         agreements and other legal papers;

      d) reviewing, analyzing and responding to all pleadings
         filed in these chapter 7 cases and appearing in court to
         present necessary motions, applications and pleadings
         and to otherwise protect the interest of the Chapter 7
         Trustee and the Debtors' estates; and

      e) performing all other legal services for the Chapter 7
         Trustee that may be necessary and proper in these
         proceedings.

The Trustee will compensate Bayard at its customary hourly rates
and reimburse actual and necessary expenses incurred.  Bayard's
hourly rates are:

      Directors               $335 to $440 per hour
      Associates              $190 to $300 per hour
      Paralegals and          $80 to $125 per hour
        Paralegal Assistants

CJF Holdings, Inc. filed for voluntary chapter 11 protection on
November 28, 2001 and received Court approval to convert its
cases to chapter 7 liquidation proceeding on February 8, 2002.
Donna L. Harris, Esq. at Morris, Nichols, Arsht & Tunnell
represents the Debtors.  When the company filed for protection
from its creditors, it listed an estimated assets and debts of
$10 million to $50 million.


CHAPARRAL RESOURCES: Working with CAIH to Restructure Shell Loan
----------------------------------------------------------------
Chaparral Resources, Inc. (OTC Bulletin Board: CHAR) has signed
a letter of intent with Central Asian Industrial Holdings NV
("CAIH") regarding a possible capital investment into the
Company of $12 million and an amount of debt that is to be
determined, in exchange for newly issued shares which are
expected to represent approximately 60% of the Company's
outstanding common stock.  CAIH, a private investment holding
company, is a significant investor in the Kazakh oil sector with
stakes of 30% in Hurricane Hydrocarbons Ltd. (Nasdaq: HHLF;
Toronto: HHL.A) and 35% in Nelson Resources Ltd. (Toronto: NLG).

The transaction is subject to a number of conditions precedent,
including the approval of Shell Capital, the negotiation and
execution of a definitive agreement with CAIH, and the approval
of the boards of directors and shareholders of both companies.
The Company plans to use the capital infusion and debt from CAIH
to restructure its loan with Shell Capital.  The terms of the
restructuring would include the cancellation of the common stock
warrants held by Shell Capital, CAP-G's reacquisition of the 40%
net profits interest held by Shell Capital, waiver of all
outstanding defaults including project completion, and adjusting
the interest rate on the restructured loan to an amount to be
determined, but which will be lower than the current rate.  The
letter of intent restricts the Company to exclusive negotiations
with CAIH and the Company has ended discussions with all other
parties, including Burren Energy, Plc.  The Company cannot
provide any assurance, however, that the loan with Shell Capital
will be refinanced with CAIH or any other party and, if so, the
loan would be refinanced on terms and conditions favorable to
the Company.

As previously disclosed, Shell Capital Services Limited, as
facility agent, has initiated legal proceedings against the
Company in the United Kingdom and against the Company's
subsidiary, Central Asia Petroleum (Guernsey) Limited ("CAP-G")
in the Isle of Guernsey, to enforce the rights of Shell Capital
under existing loan agreements with the Company.  The Company
and CAP-G will continue to contest the legal actions of Shell
Capital Services Limited until such time as a transaction with
CAIH can be consummated with Shell Capital's approval.

The Company also reported a loss of $16.22 million, or $1.16 per
share, for the fiscal year ended December 31, 2001 compared to a
loss of $26.80 million, or $6.01 per share, for the year ended
December 31, 2000.  The $10.58 million decrease in the Company's
net loss relates to a $20.34 million non-recurring, non-cash
interest charge on the September 21, 2000 conversion of $20.85
million of notes, plus accrued interest, into 11,690,259 shares
of the Company's common stock.  This was partially offset by
increased interest charges on the Company's loan with Shell
Capital, including a non-recurring interest charge of $4.37
million due to the transfer of the 40% interest in the net
distributable profits of CAP-G to Shell Capital for failure to
repay a bridge loan on or before September 30, 2001.

The Company's equity income from investment was $4.62 million in
2001, compared to $2.83 million in 2000.  Closed Type JSC
Karakudukmunay ("KKM") sold 2.18 million barrels of crude oil in
2001, generating revenues of $36.58 million, or $16.75 per
barrel.  Associated transportation costs were $8.30 million, or
$3.80 per barrel, and associated operating costs were $5.25
million, or $2.40 per barrel.  KKM sold approximately 765,000
barrels of crude oil in 2000, generating $16.97 million, or
$22.18 per barrel. Associated transportation and operating costs
were $3.21 million, or $4.20 per barrel, and $3.68 million, or
$4.81 per barrel, respectively.  KKM is currently producing
approximately 7,300 barrels of oil per day.

Chaparral Resources, Inc. is an international oil and gas
exploration and production company.  Chaparral participates in
the development of the Karakuduk Field through KKM of which
Chaparral is the operator.  Chaparral owns a 50% beneficial
ownership interest in KKM with the other 50% ownership interest
being held by Kazakh companies, including KazakhOil, the
government- owned oil company.


COMDISCO: Seeks to Extend Solicitation Period through July 31
-------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
authority to extend the Exclusive Solicitation Period through
July 31, 2002.  The Company has indicated that it plans to file
its Plan of Reorganization on or before Thursday, April 18,
2002.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, explains that the Debtors intend to
file their Plan shortly -- moving forward towards
exiting from Chapter 11 consistent with the timetable outlined
to the Court.  Mr. Butler reminds the Court that a hearing on
the Disclosure Statement has been set for May 31, 2002 and a
hearing to consider confirmation of the Plan has been set for
July 30 and 31, 2002.

"To enable the Debtors to complete the process of seeking
approval of the Plan from its creditors and this Court, the
Debtors request that the Exclusive Solicitation Period be
extended . . ." Mr. Butler says.

With over 100,000 creditors and parties in interest and billions
of dollars in claims, Mr. Butler justifies that the solicitation
of votes on a plan of reorganization will itself be a complex
process.  The Debtors' progress in these cases to date has been
significant such as:

    (i) the sale of their Availability Solutions business and IT
        Cap Services Leasing business; and

   (ii) the sale of their Electronics and Laboratory and
        Scientific Leasing businesses and Healthcare Leasing
        business.

According to Mr. Butler, during the Exclusive Solicitation
Period no party other than the Debtors would be permitted to
file or solicit acceptances of a reorganization plan for the
Debtors.  (Comdisco Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


COMDISCO INC.: Begins Trading On The Over-the-Counter Market
------------------------------------------------------------
Comdisco, Inc. relates that its common stock has begun trading
on the over-the-counter market. Quotations are or will soon be
available from the Pink Sheets (www.pinksheets.com) and the OTC
Bulletin Board (www.otcbb.com) under the symbol CDSO. The New
York Stock Exchange announced on April 11, 2002 that it would
suspend trading and move to delist Comdisco common stock (CDO)
prior to opening of the market Monday, April 15, because the
stock no longer meets its listing requirements.

Comdisco, Inc. and 50 domestic U.S. subsidiaries filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Illinois on July 16, 2001. The filing allows the company to
provide for an orderly sale of some of its businesses, while
resolving short-term liquidity issues and enabling the company
to reorganize on a sound financial basis to support its
continuing businesses.

Comdisco's operations located outside of the United States were
not included in the Chapter 11 reorganization cases. All of
Comdisco's businesses, including those that filed for Chapter
11, are conducting normal operations.

On March 26, 2002, the U.S. Bankruptcy Court for the Northern
District of Illinois approved the company's request for an
extension of the exclusive periods during which only Comdisco
may file a plan of reorganization and solicit acceptances for
that plan. These periods were extended to April 18, 2002 and
June 15, 2002, respectively. The company has targeted emergence
from Chapter 11 during late summer of 2002.

                    About Comdisco

Comdisco -- http://www.comdisco.com-- provides technology
services worldwide to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. The Rosemont (IL)
company offers leasing to key vertical industries, including
semiconductor manufacturing and electronic assembly, healthcare,
telecommunications, pharmaceutical, and biotechnology. Through
its Ventures division, Comdisco provides equipment leasing and
other financing and services to venture capital backed
companies.


COVANTA ENERGY: Honoring Prepetition Employee Obligations
---------------------------------------------------------
The Covanta Energy Corporation, and its debtor-affiliates ask to
pay their prepetition employee obligations and to continue their
existing employee compensation programs.

Deborah, M. Buell, Esq. at Cleary, Gottlieb, explains that the
Debtors employ approximately 2,900 people in the U.S.
Approximately 2,500 of these employees are salaried and not
covered by collective bargaining agreements. Approximately 400
hourly employees are employed under collective bargaining
agreements with several unions. Also, at any given time
approximately 25 independent contractors are employed in the
U.S.

                 Compensation Obligations

1,600 employees are paid on a weekly basis, and about
1,300 are paid bi-weekly. Ms. Buell relates that the Debtors
ordinarily withhold:

      (a) from the wages of Represented Employees dues payable to
          IUOE, IBEW, the Teamsters, and the IAM;

      (b) certain amounts for employee loan repayments;

      (c) from employee's pay all applicable federal, state, and
          local income tax, state unemployment tax, Social
          Security and Medicare Taxes;

The Debtors are also obligated to match state and federal
unemployment insurance, social security and Medicare taxes.

The Debtors estimate that their obligations, as of the Petition
Date for the preceding payroll periods are approximately
$4,200,000. Bonuses based on performance goals typically account
for anywhere from 5% to 40% of an employee's annual
compensation. The 2001 performance goals were exceeded and
eligible employees have earned the 2001 annual bonus prior to
the Petition Date.

Eligible employees who agreed to stay on through April 30, 2000,
were given the first 2001 bonus installment on or about January
30, 2002. If any of those employees resign they are obligated to
return it. The next installment is due May 1, 2002 to those who
remain. The estimated aggregate unpaid Bonus Obligations due to
eligible Employees is approximately $8,000,000.

                      Retirement Savings Plans

In the ordinary course of its business, Covanta Sponsors and
maintains tax-qualified defined contribution plans. These
amounts are usually distributed to the eligible participants and
their beneficiaries upon retirement or other separation from
service.

Represented employees covering Represented Employees are
maintained according to the applicable collective bargaining
agreements. Non-Represented Employees have other Debtor-
maintained Savings Plans. It is estimated that the aggregate
amount of unpaid Savings Plan Obligations, including profit-
sharing contributions to be paid pursuant to 401(k) plans is
approximately $2,800,000.

                         Pension Plans

The Debtors also contribute to several defined Pension Plans in
amounts required by the Employee Retirement Income Security Act
of 1974. Certain Pension Plans cover Represented Employees and
are maintained according to collective bargaining agreements.
Others are maintained for Non-Represented Employees. The Debtors
are also required to participate in an insurance program
administered by the Pension Benefit Guaranty Corporation. The
PBGC insures accrued benefits under the Pension Plans, subject
to certain limits. The Debtors estimate the aggregate amount of
unpaid Pension Plan Obligations is about $7,300,000.

              Health and Welfare Benefit Obligations

According to Ms. Buell, the Debtors sponsor several health and
welfare benefit plans to provide employee benefits. General
corporate assets fund these programs. Estimated aggregate
obligations under Health and Welfare Plans are close to
$2,500,000.

                     Vacation Obligations

Employees are usually eligible for two to four weeks of vacation
per year based on years of service. They are eligible for cash
pay-outs for unused time.  Non-Represented Employees are usually
eligible to carry one week of unused vacation time to the next
year. Unused vacation time is usually payable to Employees upon
termination.

                  Business Expense Reimbursement

Employees who incur a variety of business expenses in the
ordinary course of their duties performed on behalf of the
Debtors are generally reimbursed.  Approximately $60,000 in
Reimbursement Obligations to Employees is outstanding as of the
Petition Date.

                    Administrative Obligations

Professional and consultant services, in the ordinary course of
business, facilitate the administration and maintenance of the
Debtors' employee benefit plans' books and records. About
$200,000 of Administrative Obligations are accrued and unpaid as
of the Petition Date.

                Independent Contractor Obligations

The independent contractors provide necessary services relating
to the Debtors' business operations. Their payment varies
according to the terms of the relevant contract. It is estimated
that these accrued and unpaid costs do not exceed $45,000.

                             *   *   *

Ms. Buell tells Judge Blackshear that the Debtors believe most
Employees are owed less than $4,650 on account as of the
Petition Date. She argues that the Debtors need to retain their
employees, and methods of paying them and those requests are
justified under the "doctrine of necessity," critical to the
Debtors' continued business function, and the maximization of
value to creditors. It is critical, she asserts, that Debtors
have the authority, in their discretion and in the exercise of
business judgment, to make payments and transfers necessary to
pay accrued but unpaid Employee Obligations.

                             *   *   *

Judge Blackshear rules that the Debtors are allowed to, but not
obligated to, meet their pre-petition employee obligations and
that the applicable banks and other financial institutions honor
the Debtors' checks issued in connection with these employee
obligations.  (Covanta Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CYBEX INT'L: Will Hold Annual Shareholders' Meeting on May 7
------------------------------------------------------------The
Annual Meeting of Shareholders of Cybex International, Inc., a
New York corporation, will be held at the Company's executive
offices located at 10 Trotter Drive, Medway, Massachusetts 02053
on Tuesday, May 7, 2002 at 3:00 P.M., local time, for the
following purposes:

        1. To elect two directors.

        2. To approve an amendment to the Company's 1995 Omnibus
           Incentive Plan to reserve an additional 500,000 shares
           of common stock for issuance thereunder.

        3. To approve the Company's 2002 Stock Retainer Plan for
           Nonemployee Directors.

        4. To transact such other business as may properly come
           before the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on March
28, 2002 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting.

Cybex International, Inc. is a leading manufacturer of premium
exercise equipment for consumer and commercial use.

As of December 31, 2001, Cybex's liquidity is strained with
total current assets of 29.7 million and total current
liabilities of 33.4 million.


DOE RUN: Reaches Agreement in Principle for Debt Restructuring
--------------------------------------------------------------
The Doe Run Resources Corporation has reached an agreement in
principle with The Renco Group, Inc. and Regiment Capital
Advisors, LLC for Renco and Regiment to provide Doe Run with
significant capital that should enable Doe Run to restructure
its existing debt. Pursuant to the agreement in principle, Renco
will purchase $20,000,000 of Doe Run preferred stock and
Regiment, a significant holder of Doe Run's 11-1/4% Senior Notes
due 2005, Floating Interest Rate Senior Notes due 2003 and 11-
1/4% Senior Secured Notes due 2005, will commit to lend Doe Run
$35,000,000 and will offer other holders of Notes the
opportunity to participate in making such loan.

Doe Run plans to make a cash tender offer for a portion of the
Notes and an exchange offer for the balance of the Notes. The
$55 million in proceeds of the Renco investment and the loan
will be used to finance the cash tender offer, to pay the
accrued interest as of March 15, 2002 on the Notes that are
exchanged in the exchange offer and to pay certain costs of the
transactions. If successful, the cash tender offer and the
exchange offer would significantly reduce Doe Run's outstanding
debt. Pursuant to the terms of the proposed transactions, Doe
Run would be able to continue to operate all its facilities at
present levels and Doe Run's trade creditors would not be
adversely affected.

In addition to the Renco investment, Renco will provide Doe Run
with credit support of up to $10 million if necessary to provide
additional working capital.

The non-binding agreement in principle is subject to agreement
on the terms of definitive documentation and the successful
completion of the transactions will be subject to several
conditions, including, among others, the participation by
holders of 90% of the aggregate principal amount of each class
of Notes in the cash tender offer and/or the exchange offer and
the satisfactory modification of Doe Run's United States and
Peruvian revolving credit facilities.

Doe Run anticipates the completion of definitive documentation
for the Regiment loan and the Renco investment within 30 days of
this press release, at which time more detailed terms will be
announced and the cash tender offer and exchange offer would be
commenced.

As reported in the March 21, 2002 issue of the Troubled Company
Reporter, the company's senior ratings were junked by Moody's
after it failed to pay approximately $16 million of interest due
March 15 for its $305 million of senior notes. The company then
announced plans of a debt restructuring.


EBIZ ENTERPRISES: Obtains Confirmation of Reorganization Plan
-------------------------------------------------------------
EBIZ Enterprises Inc. (OTCBB:EBIZ), a provider of products and
services to the business computer market, announced that its
plan of reorganization has been confirmed by the bankruptcy
court in Phoenix. The bankruptcy court entered its order
approving the reorganization plan on April 11, 2002 with the
effective date of the plan set for thirty (30) days thereafter.
The action of the bankruptcy court completes the reorganization
process started by EBIZ in September 2001.

As a result of the reorganization, all of the assets and
business operations of Jones Business Systems Inc. (JBSi), a
wholly owned subsidiary of EBIZ, will be transferred to EBIZ,
and new EBIZ will emerge as the sole reorganized entity through
which continuing operations will be conducted.

A significant impact of the successful reorganization is the
elimination of a substantial amount of the unsecured debt that
EBIZ has on its balance sheet. Unsecured creditors are to
receive cash payments over a two (2) year period equal to 7% of
the balance owed at the time that the reorganization was begun.
Creditors also receive a pro rata equity participation in the
new EBIZ through newly issued shares and warrants. In addition,
certain expenses attributable to the reorganization process
through the bankruptcy court will be eliminated.

"The cooperation we received from our customers, vendors,
creditors and shareholders was critical to our success in
completing the reorganization process. We sincerely thank each
of them for their support," said Bruce Parsons, president and
CEO of EBIZ.

Parsons is encouraged about EBIZ's future prospects: "This
reorganization plan gives us the fresh start that we need. We
believe that our debt load following the reorganization is
manageable. Now we expect to execute on our strategic and
operational plans that have been established through this
process."

Information about the reorganization plan is available on the
company's Web site at http://www.ebizenterprises.com/reorgplan
and complete information will be released when the company makes
its 8K filing during the next two weeks.

           About EBIZ Enterprises Incorporated

EBIZ Enterprises Incorporated (www.ebizenterprises.com) is a
national provider of products and services for the business
computer market. EBIZ manufactures the Terian product line of
computing platforms. Terian systems provide the latest open
architecture hardware in appliance server and white box built-
to-order and cluster configurations.

EBIZ is located at 13715 Murphy Road Suite D, Stafford, Texas,
77477 and may be reached by phone at 800/876-8649 or via e-mail
at sales@ebizmart.com.


EMERITUS CORPORATION: Daniel Baty Discloses 40.59% Equity Stake
---------------------------------------------------------------
Daniel R. Baty directly owns 832,911 shares of the common stock
of Emeritus Corporation, and B.F., Limited Partnership, a
Washington limited partnership of which Mr. Baty is a limited
partner, owns 2,955,950 shares of the Company's common stock.
Mr. Baty is also sole owner of Columbia-Pacific Group, Inc., a
Washington corporation, and general partner of B.F., Limited
Partnership. In addition, this figure represents approximately
413,635 shares of common stock into which certain subordinated
debentures held by Columbia Select, L.P., are convertible, and
approximately 175,000 shares of common stock into which certain
subordinated debentures held by Catalina General, L.P., are
convertible. B.F., Limited Partnership is the general partner of
both such limited partnerships. Mr. Baty has sole voting and
dispositive power with respect to the shares that he owns
directly, and through Columbia-Pacific Group, Inc., he
indirectly has sole voting and dispositive power with respect to
the shares that are owned by B.F., Limited Partnership, Columbia
Select, L.P., and Catalina General, L.P.

Columbia-Pacific Group, Inc. is a holding company that invests
primarily in the senior living industry. B.F., Limited
Partnership is also a holding entity with various venture
capital investments. The principal business address for both is
the same as Mr. Baty's.

Since the filing of an amendment to the current schedule of
ownership on September 13, 2001, Mr. Baty has purchased 20,600
additional shares of common stock for an aggregate $43,584 that
he owns directly. Those shares were purchased in December 2001
in the open market through a registered broker-dealer with
personal funds of Mr. Baty. In addition, Mr. Baty indirectly
acquired 6.25% convertible subordinated debentures due January
1, 2006 in November of 2001 and February of 2002 that, when
converted, would equal approximately 129,545 shares of the
Company's common stock. Of these Debentures (calculated on an
as-converted basis), approximately 72,727 were purchased for an
aggregate $896,000 by Columbia Select, L.P., a limited
partnership of which B.F., Limited Partnership is the general
partner, using general funds of Columbia Select, L.P., and
approximately 56,818 were purchased for an aggregate $641,212 by
Catalina General, L.P., a limited partnership of which B.F.,
Limited Partnership is the general partner, using general funds
of Catalina General, L.P.

Daniel R. Baty beneficially owns a total of 4,377,496 shares of
common stock, which consists of:

     (i) 832,911 shares of common stock personally owned;

    (ii) 2,955,950 shares of common stock owned through B.F.,
Limited Partnership; and

   (iii) 588,636 shares of common stock issuable upon conversion
of certain Debentures that are currently convertible, which
Debentures are owned through B.F., Limited Partnership, as
general partner of the two limited partnerships that own the
Debentures.

B.F., Limited Partnership beneficially owns:

    (i) 2,955,950 shares of common stock of the Company and

   (ii) Debentures that are convertible into 588,636 shares of
common stock, due to its capacity as general partner of Columbia
Select, L.P., and Catalina General, L.P., owners of record of
the Debentures.

Columbia-Pacific Group, Inc. beneficially owns, as general
partner of B.F., Limited Partnership, the same 2,955,950 shares
of common stock and 588,636 shares of common stock issuable
under the Debentures, as does B.F., Limited Partnership.

Based on 10,196,030 shares of common stock outstanding as of
March 29, 2002, the percentage beneficial ownership of the
reporting persons (on an as-converted basis) is as follows:

          Dan R. Baty:                     40.59%
          B.F., Limited Partnership:       32.87%
          Columbia-Pacific Group, Inc.     32.87%

Daniel R. Baty, both individually and in his capacity as
President and sole shareholder of Columbia-Pacific Group, Inc.,
general partner of B.F., Limited Partnership, which is the
general partner of Columbia Select, L.P. and Catalina General,
L.P., record owners of the Debentures, has the sole power to
vote and to direct the vote of, and the sole power to dispose of
and to direct the disposition of, all 3,788,861 shares of common
stock owned by him and by B.F., Limited Partnership, and upon
conversion, would have the sole power to vote and to direct the
disposition of the 588,636 shares of common stock issuable under
the Debentures. Note, however, that none of the Debentures have
currently been converted.

During the month of February 2002, Mr. Baty purchased indirectly
Debentures convertible into approximately 118,181 shares of
common stock, at a total purchase price of approximately
$1,439,500. Of those, 45,454 were purchased in the name of
Catalina General, L.P. for $543,000 and 72,727 were
purchased in the name of Columbia Select, L.P. for $896,000. Mr.
Baty filed a joint Form 4 with the SEC and AMEX on March 11,
2002, to reflect these indirect purchases and on April 3, 2002,
an amended Form 4 was filed to correct certain scrivener's
errors in the Form 4 filed for the month of February.


ENRON CORP: North America Unit Selling Steel Slabs For $24 Mill.
----------------------------------------------------------------
Enron North America Corporation owns 11,520 steel slabs weighing
approximately 245,799 net tons.  Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells the Court that the
Steel Slabs are stored at a warehouse facility located in Falls
Township, Pennsylvania, that is owned and operated by Novolog
Bucks County, Inc.

According to Mr. Rosen, the Steel Slabs are contained in two
distinct and severable lots.  Specifically, on various
occasions, Enron North America purchased a total of 3,274 steel
slabs, weighing approximately 60,065 net tons.  In addition, Mr.
Rosen continues, Enron North America also bought approximately
200,000 tons of steel slabs from Duferco Investment Services,
Inc.  As of March 21, 2002, Mr. Rosen notes that Enron North
America still owns approximately 8,246 steel slabs, weighing
approximately 185,734 net tons, purchased from Duferco.

Mr. Rosen explains that the Duferco Steel was purchased pursuant
to, and in connection with, that certain:

    (i) Industrial Markets Master Purchase and Sale Agreement,
        dated as of September 25, 2001, between Duferco
        Investment Services S.A., Duferco Farrell Corporation and
        Enron North America,

   (ii) Confirmation, dated September 25, 2001, between Duferco
        and Enron North America -- the Purchase Confirmation,

  (iii) Confirmation, dated September 25, 2001, between Duferco
        Farrell and Enron North America -- the First Call
        Confirmation,

   (iv) Confirmation, dated September 26, 2001, between Duferco
        Farrell and Enron North America -- the Second Call
        Confirmation, and

    (v) Warehouse and Service Agreement, dated September 26,
        2001, between Novolog and Enron North America -- the
        Warehouse Agreement.

While the Master Agreement governs the entire relationship
between Duferco and Enron North America, Mr. Rosen explains that
each of the other Duferco Agreements provides terms and
conditions for specific transactions.  Pursuant to the Purchase
Confirmation, Duferco agreed to sell, and Enron North America
agreed to purchase, 300,000 net tons of steel in separate
tranches:

Delivery Date         Quantity              Purchase Price
-------------         --------              --------------
September 28, 2001    200,000 net tons       $37,600,000
November 15, 2001      50,000 net tons        $9,400,000
December 14, 2001      50,000 net tons        $9,400,000

But due to the filing of these Chapter 11 cases, Mr. Rosen
relates that Enron North America has not consummated the third
and last transaction.  "The balance of the Duferco Agreements
relate to Enron North America's purchase of options to convert
the Duferco Steel into hot rolled coils, for which Enron North
America prepaid approximately $11,800,000, and put and call
options for the repurchase of the Duferco Steel at preset prices
over a period of time," Mr. Rosen explains.

To realize the significant value of the Steel Slabs, Enron North
America launched a marketing and solicitation process that
resulted to the submission of nine bids.  In the end, Enron
North America chose Duferco as the preferred bidder based upon
Duferco's bid price of $130 per net ton.  After several weeks of
arms' length, good faith negotiations, the parties entered into
two separate letter agreements each dated March 20, 2002,
relating to the sale of Duferco Steel and the Miscellaneous
Steel.

(A) Duferco Purchase Agreement

     The Duferco Purchase Agreement contemplates that Enron North
     America shall sell the Duferco Steel to Duferco on an "AS
     IS, WHERE IS" basis in exchange for $24,145,420 in cash.
     Thereafter, Duferco shall resell the Duferco Steel to
     Duferco Farrell for the purpose of conversion into HRCs and
     resale. Such conversion and resale must occur within a
     period of one year from the date of the Court's approval of
     the Agreements. In the event that the purchase price for the
     HRCs is over $247 per net ton, the proceeds of the sale over
     such threshold will be shared by Duferco Farrell equally
     with Enron North America. In order to ensure the propriety
     of the sale, Duferco has agreed that such sale will:

     (a) be conducted in the ordinary course of business,

     (b) not be to an affiliate or party related to Duferco or
         Duferco Farrell, and

     (c) be subject to the rights of Enron North America to audit
         the sale and the proceeds.

     Additionally, the Duferco Purchase Agreement provides for
     The release and waiver of all claims arising out of Duferco
     Agreements, including, without limitation, the Warehouse
     Agreement.

(B) Miscellaneous Purchase Agreement

     Pursuant to the Miscellaneous Purchase Agreement, Duferco
     will purchase the Miscellaneous Steel for $130 per net ton,
     in cash, $1,071,980. Such sale is expressly subject to and
     conditioned upon the Court's approval of Duferco Purchase
     Agreement.

By this Motion, Enron North America asks the Court for an order:

    (i) approving the terms and conditions of the Agreements, and

   (ii) authorizing the consummation of the transactions
        contemplated, subject to submission of higher and
        better offers.

In the event that any submitted offer involves the acquisition
of the Duferco Steel pursuant to the Duferco Agreements, Enron
North America requests that such relief be modified to include
the assumption and assignment of the Duferco Agreements to such
higher or better offer.

Mr. Rosen asserts that Enron North America has sufficient
business justifications to merit approval of the Agreements.
"The Steel Slabs are valuable property of Enron North America's
estate and the sale of the Steel Slabs for cash and possible
future proceeds will provide a significant benefit to Enron
North America and its creditors," Mr. Rosen notes.  The Steel
Slabs must be sold immediately, Mr. Rosen says, considering the
volatility of the steel markets.

Furthermore, Mr. Rosen points out that the Agreements represent
the highest and best offer that Enron North America currently
has for the sale of the Steel Slabs.  Thus, Mr. Rosen says, the
proceeds from the sale of the Steel Slabs will represent the
fair market value.

Enron North America is not aware or any liens encumbering the
Steel Slabs, other than those which may exist in favor of the
Debtors' DIP Lenders.  "Accordingly, the Court should authorize
the sale of the Steel Slabs, free and clear of any and all
liens, claims and encumbrances, with such liens, if any, to be
transferred and attached to the net proceeds of the sale, with
the same validity and priority that such liens had against Enron
North America," Mr. Rosen asserts.

Mr. Rosen assures Judge Gonzalez that the terms of the
Agreements have been negotiated without collusion, at arms'
length, and in good faith.  And so, Mr. Rosen says, Duferco is
entitled to the protections of a good faith purchaser pursuant
to Section 363(m) of the Bankruptcy Code.

Finally, Enron North America asks the Court to exempt the sale
of the Steel Slabs from transfer taxes under Section 1146(c) of
the Bankruptcy Code.

(Enron Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Court Allows Transfer Of Dynegy Case To Houston
-----------------------------------------------------------
On Friday, April 12, Judge Arthur Gonzalez of the U.S.
Bankruptcy Court of the Southern District of New York ruled that
Enron's adversary proceedings against Dynegy be moved to the
federal court in Houston, where Judge Melinda Harmon will
oversee the proceedings.

Dynegy says it "appreciates Judge Gonzalez's careful and
reasoned approach to ruling on the change of venue issue. The
company believes that moving the proceedings to Houston will
provide all parties involved with the most efficient and
economical way to resolve this case. With the issue of venue now
resolved, the company looks forward to proceeding with this case
as quickly as possible."

Dynegy Inc. (NYSE:DYN) is one of the world's premier energy
merchants. Through its global energy delivery network and
marketing, logistics and risk management capabilities, Dynegy
provides innovative solutions to customers in North America, the
United Kingdom and Continental Europe. The company's web site is
http://www.dynegy.com


FFC HOLDING: Wants to Extend Plan Filing Period to May 29
---------------------------------------------------------
FFC Holding, Inc. and its debtor-affiliates want to extend their
exclusive periods to file a chapter 11 plan and solicit
acceptances of that plan.  The Debtors want to extend their
exclusive plan filing period through May 29, 2002 and their
exclusive solicitation period through July 29, 2002.

The Debtors have already prepared and filed a Plan, but are not
soliciting acceptances.  Rather, the Debtors are updating their
financial projections and are discussing the terms of an Amended
Plan with their creditor constituencies to address significant
business and operational issues necessary for a successful
reorganization.

FFC Holding, Inc. filed for Chapter 11 protection on July 13,
2001 in the U.S. Bankruptcy Court for the District of Delaware.
Christopher James Lhulier, Esq. and Laura Davis Jones, Esq. at
Pachulski Stang Ziehl Young & Jones represent the Debtors in
their restructuring efforts.


FEDERAL-MOGUL: Futures Representative Hires Zolfo as Consultant
---------------------------------------------------------------
The Future Asbestos-Related Claimants gained the Court's
approval to employ and retain Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors in Federal-Mogul
Corporation's, and its debtor-affiliates' bankruptcy cases, nunc
pro tunc to February 4, 2002.

Zolfo's services will include:

A. monitor the Debtors' cash flow and operating performance,
       including:

       a. comparing actual financial results to plans;

       b. evaluating the adequacy of financial and operating
            controls;

       c. tracking the status of the Debtors' professionals'
            progress relative to developing and implementing
            programs such as preparation of a business plan,
            identifying and disposing of non-productive assets,
            and other such activities;

       d. preparing periodic presentations to the Futures
            Representative summarizing findings and observations
            resulting from Zolfo Cooper's monitoring activities;

B. analyze and comment on operating and cash flow projections,
       business plans, operating results, financial statement,
       other documents and information provided by the Debtors
       and data pursuant to the Future Representative's request;

C. advise the Future Representative in connection with and in
       preparation for meetings with Debtors, other
       constituencies and their respective professionals;

D. perform an enterprise valuation of the Debtors' estate which
       are pertinent to the Futures Asbestos-Related Claimants;

E. prepare for and attend meeting with the Future
       Representative;

F. analyze claims and perform investigations of potential
       preferential transfers, fraudulent conveyances, related-
       party transactions, and such other transactions as may be
       requested by the Futures Representative;

G. analyze and advise the Futures Representative about any plan
       of reorganization proposed by the Debtors, the underlying
       business plan, including relates assumptions and
       rationale, and the related disclosure statement;

H. provide such other services as requested by the Futures
       Representative.

Zolfo will bill for services at its customary hourly rates:

      Principals               $500-$675
      Professional Staff       $225-$495
      Support Personnel        $ 75-$200

In connection with a plan of reorganization supported by the
Futures Representative, pursuant to which a trust is created,
Zolfo will seek upon the consent of the Futures Representative
an order directing the Debtors to pay Zolfo a $1,000,000
Consummation Fee.  (Federal-Mogul Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOSTER WHEELER: Low-B Ratings Remain on Watch Negative
------------------------------------------------------
Standard & Poor's ratings on Foster Wheeler Ltd. remain on
CreditWatch with negative implications, where they were placed
Jan. 15, 2002. The CreditWatch update follows the company's
announcement that:

    -- It has recorded an additional $46 million in charges in
       its fourth quarter of 2001, mainly for cost overruns on
       seven energy equipment projects that the company had
       previously taken charges for;

    -- The company will revise its 2002 forecast downward during
       its first quarter conference call scheduled for May 1;

    -- Its cash position at March 29, 2002, had increased to $423
       million from $224 million at year-end 2001; and

    -- The company's independent auditor has given the firm a
       qualified audit opinion on the company's 2001 financial
       statements, including "going concern" language, due to
       Foster Wheeler's continued negotiations to finalize a
       long-term amendment or waiver to its bank revolving credit
       facility, a lease, and its account receivable sales
       facilities beyond April 30, 2002.

Should the company be unable to obtain either additional waivers
or the long-term amended agreements beyond April 30, it is
possible that the firm's creditors could accelerate payments due
under those facilities, which could potentially lead to a
default. However, should the senior bank lenders pursue that
strategy, their position in a default scenario would be pari
passu to the senior unsecured note holders, and other senior
obligors, including some of Foster Wheeler's special purpose
project debt holders.

As a result, Standard & Poor's believes that the senior bank
lenders have a meaningful economic interest to strengthen their
position within the company's debt structure, rather than pursue
a debt acceleration scenario. Foster Wheeler's auditors also
noted that the company's receivable sale lenders have decided to
terminate their agreement. However, the company has publicly
stated that it is in negotiations with other financial
institutions to replace this program, and the company Chairman
has noted that he "remains confident in the company's ability to
resolve these near-term issues."

Standard & Poor's will continue to discuss with management its
progress in obtaining amended terms with certain lenders, the
specific details behind the additional announced charges, its
plans to improve profitability and enhance cash flow generation,
and the potential impact of recent legal verdicts, before taking
a further ratings action. As noted in Standard & Poor's report
dated Jan. 31, 2002, should the senior bank lenders obtain
security, Standard & Poor's will review the collateral package
to determine the whether the bank credit facility and the senior
unsecured notes should be notched relative to the corporate
credit rating.

Standard & Poor's rates the company's credit at B+. Outlook is
negative.


GMX RESOURCES: Selling Properties to Pay-Off Short Term Debts
-------------------------------------------------------------
Ken L. Kenworthy, Sr., Executive Vice President of GMX RESOURCES
INC. (Nasdaq: GMXR; Warrants: GMXRW, GMXRZ) reports results for
the quarter and year ended December 31, 2001, as reflected in
its annual report on Form 10-KSB filed with the Securities and
Exchange Commission.

"In 2001 GMX grew by double digit percentages in reserves (28%),
oil and gas production (52%), sales of oil and gas (42%), cash
flows (59%), revenues (54%), and was profitable again with net
income over $1 million," commented Ken L. Kenworthy, Jr.,
President, Chairman, and CEO of GMX.  "Commodity prices in the
second half of 2001 were far below industry expectations
averaging only $20.50 per barrel of oil and $2.39 per mcf of
gas, the cost of drilling and completions were much too high
when compared to the falling commodity prices, and we
encountered significant problems of cost and delay with our
drilling contractor.  We have begun in earnest to divest some
non-core property and to sell a portion of our East Texas
production in order to restart drilling there and payoff short-
term liabilities.  Our noncompliance with the financial
covenants of our credit facility stem partly from liens filed by
Nabors Drilling USA in our ongoing dispute.  We will continue an
aggressive position toward the pending litigation to unencumber
our credit facility."

Revenues for the fourth quarter were $1,993,403 compared to
$1,270,551 in the fourth quarter of 2000, an increase of 57%.
Earnings were $91,936 for the quarter versus $317,074 in the
fourth quarter of 2000, a decrease of 71%. Basic earnings per
share decreased to 1 cent from income in the previous quarter of
12 cents.  Fully diluted earnings per share decreased to 20
cents per share from income in the previous quarter of 29 cents.

Revenues for the year were $6,452,299 compared to $4,191,312 in
2000, an increase of 54%.  Earnings were $1,056,751 for the year
compared to $1,008,311 in 2000, an increase of 5%.  Basic
earnings per share declined to 21 cents from 48 cents in the
previous year.  For the purposes of computing basic earnings per
share for 2001, the Company had 5,148,493 weighted average
common shares outstanding, up from 1,822,926 weighted common
shares outstanding in 2000.

Oil and gas sales increased in 2001 as a result of an increase
in production coming mostly from new wells drilled in 2001.  Gas
production increased to 1294 Mmcf compared to 719 Mmcf for 2000,
an increase of 80%.  Oil production for 2001 was 81 Mmbls
compared to 75 Mmbls in 2000, an increase of 8%.  The average
prices per barrel of oil and mcf of gas received in 2001 were
$24.86 and $3.01, respectively, compared to $21.33 and $3.57 in
2000 net of the Company's hedging activities in both years.

Lease operations expense increased $397,464 in 2001 to
$1,604,559, a 33% increase compared to 2000.  Increased expenses
resulted from additional producing wells.  Lease operations
expense on an equivalent unit of production basis was 90 cents
per Mcfe in 2001 compared to $1.04 per Mcfe for 2000.  This per
unit decrease resulted from lower production costs from new
wells.

General and administrative expense increased 221% in 2001 to
$1,855,736, up from $578,641 in 2000 resulting from the addition
of staff to the geology, engineering, land and investor
relations departments as well as the additional costs associated
with operating a public company.

In the fourth quarter of 2001 the Company experienced a working
capital shortfall resulting from low commodity prices, high
costs of drilling and completion services associated with the
Company's aggressive drilling program, and less than expected
production levels from new wells.  As of December 31, 2001, and
currently, the Company was not in compliance with the financial
covenants included in the credit facility with its principal
lender. Additionally, subsequent to December 31, 2001, Nabors
Drilling USA filed liens against seven of the Company's wells
asserting claims for drilling services. The filing of the liens
creates an additional instance of noncompliance with the credit
facility covenants.  The lender has not waived any of the
noncompliance items.  The noncompliance creates a technical
default, although the lender has not demanded payment.  As a
result of the technical default, the borrowings outstanding
under the facility are reflected as current liabilities on GMX's
consolidated balance sheet and the resulting significant working
capital deficit required our independent auditor to include a
"going concern" qualification in its report on our 2001
financial statements.

GMX plans to continue with the legal proceedings related to
Nabors.  A finding in the Company's favor or a settlement with
Nabors would reduce the Company's exposure to amounts asserted
as obligations by Nabors and help cure the technical default of
the credit facility covenants.

The Company has initiated a process to potentially sell a
portion of its proved producing and proved undeveloped reserves.
The Company will also continue to pursue additional debt
financings to complement the expected continued positive
operating cash flow in order to reduce the Company's accounts
payable balance and continue the Company's development program.
Such arrangements would reduce the Company's initial cash
disbursements for development.  As a result of these liquidity
issues the Company has curtailed its capital expenditures until
the existing uncertainties are resolved.

GMX RESOURCES INC. is an independent oil & gas exploration and
production company headquartered in Oklahoma City, Oklahoma.
GMX has production and properties in the Sabine Uplift of the
East Texas Basin of Texas and Louisiana, the Tatum Basin on the
western edge of the Permian Basin in southeastern New Mexico,
and the Sedgwick and Hugoton Basins in Kansas.  The Company
operates 90% of the 152 wells in which it owns interests.  The
Company currently has leased in the East Texas Basin 18,000 net
acres containing up to 240 potential drilling locations in the
GMX inventory.

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

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


GLOBAL CROSSING: Balks At Defense Research Contract Ruling
----------------------------------------------------------
Global Crossing has filed a protest with the U.S. General
Accounting Office (GAO) regarding its ruling that Global
Crossing would not be considered for award of the Defense
Research and Engineering (DREN) contract.  On April 4,
2002, Global Crossing received notification from the GAO that it
is "ineligible for award" due to its current financial
situation.

The DREN contract was awarded to Global Crossing in July 2001,
but was re-bid to address procedural issues after unsuccessful
bidders contested the results.

"We were originally awarded the contract based on the merits of
our technologically superior solution, cost-effectiveness and
our experience offering similar services to other large
customers," said John Legere, chief executive officer of Global
Crossing.  "It is our contention that we met all of the stated
criteria for demonstrating financial responsibility, and we
therefore should have been considered for the contract."

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reached
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, certain companies in the Global Crossing
Group (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.

Please visit http://www.globalcrossing.comor
http://www.asiaglobalcrossing.comfor more information about
Global Crossing and Asia Global Crossing.


HUNGARIAN TELEPHONE: Annual Shareholders' Meeting Set For May 22
----------------------------------------------------------------
The Annual Meeting of Stockholders of Hungarian Telephone and
Cable Corp., a Delaware corporation, will be held at the New
York Marriott East Side Hotel, 525 Lexington Avenue, New York,
New York 10017, on May 22, 2002, at 10:00 a.m., local time, for
the following purposes:

      1.   To elect seven directors of the Company to serve until
the 2003 Annual Meeting of Stockholders or until their
successors have been duly elected and qualified

      2.   To vote upon a proposal to amend the Company's 1992
Incentive Stock Option Plan, as amended, to extend the
termination date of the plan as so amended from April 30, 2003
to April 30, 2008 and rename the plan the "2002 Incentive Stock
Option Plan"

      3.   To ratify the appointment of KPMG Hungaria Kft. as
auditors of the Company for the fiscal year ending December 31,
2002 and to transact such other business as may properly come
before the Meeting and any adjournment or postponement thereof.
The Board of Director is not aware of any other business to come
before the Meeting.  The Board of Directors has fixed April 5,
2002 as the record date for determining the stockholders
entitled to notice of, and to vote at, the Meeting and any
adjournment or postponement thereof.


INTEGRATED HEALTH: Obtains Court Nod on HIS-Rotech Settlement
-------------------------------------------------------------
The Integrated Health Services, Inc.'s and its debtor-
affiliates' proposed IHS-Rotech Settlement received the Court's
blessing.  In addition to the provisions previously reported,
the Settlement, as approved by the Court, also provides that:

       -- The Note that Rotech will receive together with $40
million in lieu of the $45 million if under the Rotech Plan, the
Restructuring Transactions are implemented, will accrue interest
per annum at the applicable federal rate in effect on the
Confirmation Date, and all principal and accrued interest shall
be payable on the Effective Date of the IHS Plan of
Reorganization or one year after the Effective Date of the
Rotech Plan, whichever is earlier.

       -- To the extent that Rotech's "Net Working Capital" --
defined as net cash collections less net cash disbursements --
exceeds the Threshold Amount for the period November 1, 2001
through the month-end prior to the Effective Date of the Rotech
Plan, such excess shall be returned from IHS to Reorganized
Rotech or New Rotech within 30 days after the Effective Date of
the Rotech Plan. Should New Working Capital be less than the
Threshold Amount, then such amount shall be deducted from the
$45 million (or the $40 million, as the case may be)
contemplated for Reorganized Rotech and shall become the
property of IHS. In no event, however, will such retention cause
the amounts being provided in the Settlement to Reorganized
Rotech and/or New Rotech to be less than $35 million in cash.
For such purposes, Net Working Capital excludes non-ordinary
course cash collections such as proceeds from the restructuring
of Rotech's automobile lease or proceeds from the collection of
outstanding disputed escrows.

                         *   *   *

As previously reported in the February 6, 2002 issue of the
Troubled Company Reporter, Integrated Health Services, Inc., and
its debtor-affiliates have submitted an application for approval
of a settlement and compromise resolving all claims between (i)
Rotech Medical Corporation and its direct and indirect
subsidiaries, and (ii) IHS and its direct and indirect
subsidiaries other than the Rotech Debtors.

Rotech is a direct subsidiary of IHS and the Rotech Debtors
operate one of the three principal business segments -- home
respiratory services. The other two divisions are the Long-Term
Care division and the Symphony Division which provides contract
rehabilitation and other contract services.

Pursuant to the Rotech Plan, the Rotech Debtors will be
substantively consolidated for plan purposes, and the Rotech
Debtors will be reorganized separately from and prior to the IHS
Debtors. The Plan also requires the settlement of all claims and
issues between the Rotech Debtors, on the one hand, and the IHS
Debtors, on the other hand. The Plan provides that IHS' 100%
ownership interest in Rotech will be extinguished and 100% of
Rotech's new common stock will be issued to the holders of the
Senior Lender Claims. The Senior Lender Claims are, by far, the
dominant creditor group in both the IHS Debtors' and Rotech
Debtors' bankruptcy cases. In respect of the Rotech Debtors, the
Senior Lender Claims are approximately $2.3 billion and the
remainder of the unsecured claims (excluding the IHS
intercompany claim) are less than $50 million.

The Intercompany claims between Rotech and IHS arise from two
major sources:

(I)  As of the Filing Date, approximately $495 million is owed
      by Rotech to IHS. This intercompany debt was substantially
      incurred prior to the Filing Date, at the time IHS acquired
      Rotech and loaned money to Rotech to repay pre-acquisition
      institutional debt owed by Rotech to third parties.

(II) Under the cash management system which started pre-petition
      and continued after the Filing Date with authorization
      granted by the Court, the Rotech Debtors and the IHS
      Debtors pooled their cash under a centralized

Assuming allocation of corporate overhead based on the
respective revenues generated, the Rotech Debtors advanced an
estimated $79 million to the IHS Debtors after the Filing Date
through September 1, 2001. This amount remains unpaid. As of
December 31, 2001, the IHS Debtors and the Roteeh Debtors
collectively held approximately $85 million in cash (the Cash
Reserves) in their various bank accounts.  (Integrated Health
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KAISER: Asbestos Claimants Tap Caplin & Drysdale as Counsel
-----------------------------------------------------------
The Official Committee of Asbestos Claimants in Kaiser Aluminum
Corporation's chapter 11 cases seeks Court approval to retain
Caplin & Drysdale, Chartered, of Washington, D.C. as its
national counsel with regard to these Chapter 11 cases, and all
related matters, effective February 25, 2002.

According to Thomas Craig, a member of the Official Committee of
Asbestos Claimants, the committee activities and the services of
its counsel for the foreseeable future are expected to include:

A. assisting and advising the Committee in its consultations
    with the Debtors and other committees relative to the overall
    administration of the estates;

B. representing the Committee at hearings to be held before the
    Court and communicating with the Committee regarding the
    matters heard and issues raised as well as the decisions
    and considerations of the Court;

C. assisting and advising the Committee in its examination and
    analysis of the Debtors' conduct and financial affairs;

D. reviewing and analyzing all applications, orders, operating
    reports, schedules and statements of affairs filed and to
    be filed with the Court by the Debtors or other interested
    parties in this case; advising the committee as to the
    necessity and propriety of the foregoing and their impact
    upon the rights of asbestos-health related claimants, and
    upon the case generally; and, after consultation with and
    approval of the Committee or its designees, consenting to
    appropriate orders on its behalf  or otherwise objecting
    thereto;

E. assisting the Committee in preparing appropriate legal
    pleadings and proposed orders as may be required in support
    of positions taken by the Committee and preparing witnesses
    and reviewing documents relevant thereto;

F. coordinating the receipt and disseminations of information
    prepared by and received from the Debtors' independent
    certified accountants or other professionals retained by it
    as well as such information as may be received from
    independent professionals engaged by the Committee and other
    committees, as applicable;

G. assisting the Committee in the solicitation and filing with
    the Court of acceptance or rejections of any proposed plans
    of reorganization;

H. assisting and advising the Committee with regard to
    communications to the asbestos-related claimants regarding
    the Committee's efforts, progress and recommendation with
    respect to matters arising in the case as well as any
    proposed plan of reorganization; and,

I. assisting the Committee generally ,by providing such other
    services as may be in the best interest of the creditors
    represented by the Committee.

Mr. Craig believes that Caplin & Drysdale has experience in
matters of this nature and character. He believes that the firm
possesses substantial and well-known expertise in all areas of
general commercial practice.

The firm is currently representing committees of asbestos-
related litigants or creditors for these firms: the Babcock &
Wilcox Company, Owens Corning Corp., Pittsburgh Corning Corp.
Armstrong World Industries, Inc., Burns & Roe Enterprises, Inc.,
G-1 Holdings, W.R. Grace & Company, United States Gypsum Corp.,
Federal Mogul Global, Inc., and North American Refractories
Company.

The firm has also played a role representing the Official
Committee of Asbestos-Related Litigants and Creditors in the
Manville Corp. Chapter 11 proceedings and the Official Committee
of Unsecured Creditors in the Raytech Corp. in similar
proceedings.

In addition, Caplin & Drysdale currently represents the Selected
Counsel for the Beneficiaries of the Manville Personal Injury
Settlement Trust, the Trust Advisory Committee to the Celotex
Asbestos Settlement Trust, the Trust Advisory Committee to the
National Gypsum Settlement Trust and the Trust Advisory
Committee to the Raytech Settlement Trust.

Mr. Craig proposes to pay the firm on an hourly basis with
reimbursements for the actual, necessary expenses that it
incurs. The attorneys and paralegals proposed to represent the
Committee and their corresponding hourly rates are:

              Professional            Hourly Rate
          ---------------------       -----------
          Elihu Inselbuch                $670
          Peter Van N. Lockwood          $560
          Walter B. Slocombe             $500
          Julie W. Davis                 $425
          Trevor W. Swett, III           $425
          Nathan D. Finch                $350
          Rita C. Tobin                  $300
          Kimberly N. Brown              $300
          Beth Heleman                   $260
          Max Heerman                    $230
          Brian A. Skretny               $215
          John Cunningham                $215
          Robert C. Spohn                $145
          Elyssa J. Strug                $135
          Stacie Evans                   $135
          Karen Albertelli               $125

Elihu Inselbuch, member of the firm Caplin & Drysdale, confirms
that the firm is currently representing or has previously
represented interested parties in unrelated matters. These
parties are:

A. Current Representation: Bank of America, NA, Arthur Anderson;

B. Former Representations: State Street Bank & Trust Company,
    Prudential Insurance Co., of America; and,

C. Affiliates of Current Clients: JP Morgan Chase Bank, Alcan
    Internat'l Limited, Ondeo Nalco Company, IBM Pension Fund,
    RBC Dominion Securities, Congress Financial Corporation.

Mr. Inselbuch claims that these representations involve or have
involved tax matters that are unrelated to these bankruptcy
cases. The cases create no actual conflict of interest for the
firm.  (Kaiser Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LTV CORP: Court Fixes May 20 as Administrative Claims Bar Date
--------------------------------------------------------------
LTV Steel Company, and its debtor-affiliates asks Judge William
T. Bodoh to approve the form and manner of notice of the
administrative expense claim bar date for postpetition trade
claims against LTV Steel's estate, which bar date has been set
by Judge Bodoh for May 20, 2002.

The Debtors propose to serve certain materials on all known
entities or persons holding potential administrative trade
claims that would be required to file a proof of claim under
Judge Bodoh's prior bar date order:

       (a) a notice of the Administrative Trade Claim Bar Date;

       (b) the Administrative Trade Claim Bar Date Order; and

       (c) a proof of claim form.

LTV Steel proposes to mail the bar date notice package by first
class U.S. mail, postage prepaid, by the beginning of April or
as soon as practicable thereafter.  This notice  meets the
requirements of Fed R Bankr Pro 2002 and will provide claimants
with approximately 50 days in which to file their administrative
trade claims.  Accordingly, LTV Steel believes that this notice
is reasonable and adequate under the circumstances.

                     Service by Publications

Leah J. Sellers of the Cleveland office of Jones Day warns that,
in connection with the APP, LTV Steel currently is in the
process of dismantling its information technology systems;
furthermore, the information regarding which entities
potentially  hold administrative trade claims currently resides,
if at all, on multiple information systems.  LTV also has a
limited number of employees that are able to obtain information
about the appropriate entities that should receive the Bar Date
Notice Package.  Moreover, given the extensive nature of LTV
Steel's business, it is possible that LTV Steel may be unaware
of the existence of certain administrative trade claims that may
be asserted against its estate.  Such unknown potential
administrative trade claims may include, for example,
administrative trade claims of trade vendors that failed to
submit an invoice to LTV Steel.  For all of these reasons and
out of an abundance of caution, in addition to sending the Bar
Date Notice Package to the notice parties by mail, LTV Steel
believes that (a) it is necessary to provide notice of the
Administrative Trade Claim Bar Date to entities whose names and
addresses are unknown to the Debtors, and (b) it is advisable to
implement a mechanism to provide supplemental notice to known
holders of potential administrative trade claims.  Therefore,
LTV Steel requests Judge Bodoh's authority to publish notice of
the administrative trade claim bar date substantially in the
form of the bar date notice on or shortly after the service date
in (a) the national edition of The Wall Street Journal, (b) the
local editions of The Cleveland Plain Dealer and The Chicago
Tribune, and Metal Markets or similar industry trade
publication.

               No Facsimile Filing; Proof of Receipt

For any proof of claim to be validly and properly filed, a
signed original of the completed proof of claim, together with
accompanying documentation, must be delivered to the Court at
the address set forth on the bar date notice so as to be
received no later than 4:00 p.m., Eastern Time, on May 20, 2002.
LTV Steel proposes that entities or persons be permitted to
submit proofs of claim in person or by courier service, hand
delivery or mail.  Facsimile submissions will not be accepted.
Proofs of claim shall be deemed filed when actually received by
the Court.  If an entity wishes to receive acknowledgement of
the Court's receipt of its proof of claim, the entity or person
must submit a copy of the original proof of claim and a self-
addressed postage prepaid envelope.

Acting promptly, Judge Bodoh grants this Motion in all respects.
(LTV Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LODGIAN INC: Deadline to File Proofs of Claim is June 3
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Lodgian, Inc.'s motion for an order pursuant to Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure that
sets the Bar Date by which proofs of claim must be filed.  The
Debtors also gains the Court's approval on a proposed proof of
claim form (along with certain proposed notice and publication
procedures concerning the Bar Date).  The Debtors requested and
gets the Court's nod that the Bar Date be scheduled at June 3,
2002, thereby providing at least 60 days notice of the Bar Date.

Gregory M. Petrick, Esq., at Cadwalader Wickersham & Taft in New
York, New York, explained that fixing June 3, 2002 as the Bar
Date will enable the Debtors to receive, process and begin
analysis of creditors' claims in a timely and efficient manner.
Based on the notice procedures set forth below, such date will
give all creditors ample opportunity to prepare and file proofs
of claim. The Debtors requested that the Bar Date also apply to
the filing of proofs of interest by the Debtors' equity security
holders.

Pursuant to the proposed order, Mr. Petrick related that each
person or entity (including, without limitation, each
individual, partnership, joint venture, corporation, estate,
trust and governmental unit) that asserts a claim against the
Debtors that arose prior to the Commencement Date must file an
original, written proof of such claim which substantially
conforms to the Proof of Claim or Official Form No. 10 so as to
be actually received on or before the Bar Date by Poorman-
Douglas Corporation. Original proofs of claims (or proofs of
interests, as applicable) must be:

A. mailed to U.S. Bankruptcy Court, Southern District of New
       York, Re: Lodgian, Inc., Claims Processing Center P.O. Box
       5, Bowling Green Station, New York, New York 10274-5176,
       or

B. delivered by messenger or overnight courier to: Office of the
       Clerk of the United States Bankruptcy Court, Southern
       District of New York, Re: Lodgian, Inc., Claims Processing
       Center, One Bowling Green, New York, New York 10274-5176.

Mr. Petrick informed the Court that proofs of claim or interests
sent by facsimile or telecopy will not be accepted. The Debtors
requested the Court order that all proofs of claim or interests
be deemed timely filed only if actually received by Poorman-
Douglas on or before the Bar Date.

Pursuant to Bankruptcy Rule 2002(a)(7), the Debtors proposed to
mail a Bar Date notice, and a Proof of Claim form to:

A. the Office of the United States Trustee for the Southern
       District of New York;

B. each member of the statutory creditors' committee appointed
       in these cases and its attorneys;

C. all known holders of claims listed on the Debtors' Schedules
       at the addresses stated therein and their counsel;

D. the District Director of Internal Revenue Service for the
       Southern District of New York;

E. all state and local taxing authorities for the jurisdiction
       in which the Debtors' conduct business;

F. the Securities and Exchange Commission; and

G. all persons and entities requesting notice pursuant to
       Bankruptcy Rule 2002 as of the entry of the order
       Approving this Motion.

(Lodgian Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LTV STEEL: Ex-Employees Arrange Health Plan With Americana Fin'l
----------------------------------------------------------------
Former employees of LTV Steel have banded together to establish
a Voluntary Employee Beneficiary Association (VEBA) called The
Retired Steelworkers Benefits Plan and Trust. The VEBA will make
available health and other benefits to eligible former employees
and retirees of LTV Steel Corporation. The plans offered include
health, dental, life, and critical illness plans. The VEBA will
use Americana Financial Services, Inc. as the outreach and
service center for all benefit programs.

Due to LTV's recent bankruptcy, the majority of its retirees and
laid off employees are left with limited health plan options
including the loss of Life and dental coverage. Americana will
administer an affordable health benefits program for both pre-
and post- age 65 individuals and their families. These programs
will be available to all eligible participants regardless of
health status.

The Plan will provide healthcare and related benefits at more
affordable rates than may be otherwise available to retirees
under their existing COBRA options. For instance, a pre age 65
individual may participate for a contribution as low as $212 per
month and a family for as little as $489 per month. For post-65
Medicare eligible retirees, a plan which works to fill the gaps
in Medicare is as low as $90.00 per month. An optional Generic
only Rx drug card is available for $32.50 per month. With
guaranteed issue, applicants are covered regardless of
preexisting medical conditions (with prior credible HIPAA
coverage). Members may participate beginning May 1, 2002.
Americana will also administer other health and life benefits
recently terminated by LTV, including Dental, Life (including a
Senior Life Plan) and a Critical Illness Plan.

Americana will service members through its state-of-the-art
Customer Care Center, which is staffed with experienced benefit
professionals. In addition, plan members can access their
benefits and a health information resource center online at
http://www.MemberNetUSA.net/steel.

To service the former employees of LTV a dedicated, toll free
number has been established at: 800-717-7895.

According to Samuel H. Fleet, President and CEO of
Americana/NEBCO, this program fits a tight budget for those who
have lost their jobs, had their pensions reduced or are on a
limited fixed income. "Health care is one of the biggest
concerns retirees and employees face. When their health benefits
are terminated, there is sense of panic and with the cost of
health coverage today, many displaced employees are unable to
afford basic health care coverage. We are pleased to service an
employee benefit plan that is making affordable health benefits
available to so many people who otherwise would go without
coverage or pay exorbitant premiums. Our customer care
representatives have extensive experience servicing retirees and
are particularly sensitive to the feelings of people whose
benefits have been abruptly terminated," said Fleet.


MCCRORY: Secures Extension Until June 7 to Decide on Leases
-----------------------------------------------------------
McCrory Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to extend their lease decision period.  The
Court gives the Debtors until June 7, 2002 to decide if they
will elect to assume, assume and assign or reject their
Unexpired non-residential real property leases.

McCrory Corporation filed for chapter 11 protection on September
10, 2001. Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young & Jones P.C., represents the Debtors in their
restructuring efforts.


MPOWER HOLDING: Hiring Citigate Sard as Communication Consultant
----------------------------------------------------------------
Mpower Holding Corporation asks the Bankruptcy Court for the
District of Delaware to allow them to employ Citigate Sard
Verbinnen Inc. as their communications consultants.

Citigate Sard, a member of the Incepta Group plc global
marketing and communications consultancy, provides strategic
corporate, financial and crisis counsel and services. Citigate
Sard has extensive familiarity with counseling clients in
communications matters related to bankruptcy and restructurings.

Under the terms of a Letter Agreement, the Debtors expect
Citigate Sard to:

      a) provide public and investor relations advice and
         counsel, and recommend announcement strategy related to
         the recapitalization process;

      b) prepare and distribute such internal and external
         communications materials as may be appropriate and
         agreed upon;

      c) respond to inquiries from the press, investors and other
         sources authorized by Debtors as may be appropriate and
         agreed upon;

      d) prepare and place such advertising as may be required in
         connection with the matter for which Citigate Sard has
         been retained; and

      c) perform any other public investor relations services as
         are mutually agreed upon.

The Debtors agree to pay Citigate Sard's customary hourly
project rates charged to bankruptcy and non-bankruptcy clients:

      Chief Executive Officer     $600 per hour
      Managing Directors          $500 per hour
      Vice Presidents             $325 per hour
      Senior Associates           $275 per hour
      Associates                  $225 per hour
      Junior Associates           $150 per hour
      Interns                     $125 per hour
      Administrative              $75 per hour

Mpower Holding Corporation and its affiliates are a facilities-
based communications company offering local dial tone, long
distance, Internet access via dial-up or dedicated Symmetrical
Digital Subscriber Line technology, voice over SDSL, Trunk Level
1. The Debtors filed its pre-negotiated chapter 11 plan of
reorganization and disclosure statement simultaneously with
their chapter 11 bankruptcy protection on April 8, 2002. Pauline
K. Morgan, Esq., M. Blake Cleary, Esq., Timothy E. Lengkeek,
Esq. at Young, Conaway, Stargatt & Taylor and Douglas P.
Bartner, Esq., Jonathan F. Linker, Esq. at Shearman & Sterling
represent the Debtors in their restructuring efforts. When
Mpower Holding filed for protection from its creditors, it
listed $490,000,000 in total assets and $627,000,000 in total
debts. Its debtor-affiliates, Mpower Communications listed
$831,000,000 in assets and $369,000,000 in debts; Mpower Lease
listed $242,000,000 in assets and $248,000,000 in debts.


NATIONSRENT: Committee Wants to Sign-Up T. Putman as Consultant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of NationsRent Inc., and its debtor affiliates asks to
retain Thomas J. Putman, an acknowledged industry expert, as
their business consultant effective as of March 7, 2002.

Given the size, complexity and nature of the Debtors'
businesses, Daniel K. Astin, Esq., at The Bayard Firm, in
Wilmington, Delaware, submits that the Debtors need to address
important operational decisions that have significant short and
long term implications on all the interested parties.  In order
to effectively evaluate these operational issues, the Committee
needs such an industry expert as consultant. The primary role
that Mr. Putman will serve is to review and analyze the Debtors'
business, primarily from an operational perspective, and to
advice and assist the Committee in carrying out its duties. In
particular, the services to be performed by Mr. Putman are to
review, analyze, and make recommendations to the Committee
about:

   A. the Debtors' strategic alliance with Lowe's;

   B. the Debtors' rental fleet and store level profitability;

   C. the structure and operation of the core rental business;

   D. the management structure and operation of Lowe's business;

   E. information management integration (fleet management);

   F. integration of the business (identify synergy);

   G. the business plan;

   H. management structure and proposed incentives;

   I. corporate policy;

   J. key issues for executing the business/operating plan; and,

   K. target customer strategy and execution.

Pursuant to the terms of his retention and subject to the
Court's approval, Mr. Putman's fees will be based on the actual
hours expended at an hourly ate of $250. The Committee and Mr.
Putman have agreed that retention period will be limited to an
initial period of 400 hours, subject to extension upon
application and order of the Court, Mr. Astin continues. The
proposed consultant will also be entitled to reimbursement for
reasonable out-of-pocket expenses, including, but not limited
to, all travel related expenses.

Mr. Astin accords that Mr. Putman has extensive experience in
the equipment rental business. In particular, from 1990 to 1997,
he was president and CEO of American Equipment Company (AEC), a
large global supplier of construction equipment, tools,
maintenance and related services based in Greenville, South
Carolina. From 1975 to 1990, Mr. Putman held a number of other
positions at AEC. In addition, from 1997 through 2000, Mr.
Putman held senior executive positions with Fluor Corp., a
diversified, multinational corporation which acquired AEC. His
experience includes the successful integration of business
operations of equipment rental companies acquired through
acquisitions.

Mr. Astin also seeks to waive certain of the requirements of
Rule 2016-2 of the Local Rules because Mr. Putman's general
practice is not to keep detailed time records similar to those
kept by attorneys.  He does not generally allocate his time to
"project categories."  (NationsRent Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NTELOS INC: Reduces Workforce By Approximately 15%
--------------------------------------------------
NTELOS Inc. (Nasdaq: NTLO) announced workforce reductions and
other organizational initiatives designed to better utilize
Company resources and to enhance operating efficiencies.  The
Company will reduce its workforce by approximately 15%.

Workforce reductions will be achieved through the offering of an
early retirement incentive plan, the elimination of certain
vacant and budgeted positions and the elimination of some jobs.
The total reduction is expected to be about 200 positions,
primarily from support functions, with minimal impact to
customer-facing positions.

"We regret the impact this will have on our employees," said
James S. Quarforth, chief executive officer of NTELOS, "but we
are completely committed to achievement of our financial and
service objectives.  Our first quarter 2002 operating cash flow
results are in line with our budget and Company guidance, and
continue to support the Company's fully-funded business plan.
Even so, we feel these actions will further strengthen the
Company's financial position."

Quarforth continued, "Over the past three years, the mergers and
acquisitions that have fueled our growth have also nearly
doubled our workforce.  With the completion of the transition
and integration of the acquired properties, we have realized
numerous synergies through process improvements and elimination
of redundant activities.  We are now streamlining our
organizational structure to focus on our core businesses and to
maximize operating efficiencies."

Approximately 100 existing jobs will be eliminated.  These
actions will result in nearly $1 million in cash severance
costs.  There will also be up to $2.1 million of non-cash
pension and other post-retirement curtailment and settlement
charges for employees electing the early retirement option.
Under the terms of the Company's amended senior credit facility,
these non-cash curtailment and settlement charges are excluded
for purposes of covenant measurements.  Additionally, the
Company will not fill about 100 existing vacant and budgeted
positions.

Collectively, all these workforce reductions will generate net
savings and reduce future expenses by approximately $3.0 million
for the year 2002 and $8.5 million for 2003.

The Company also announced that its CLEC business segment will
focus on serving large business customers with high-band width,
high-margin products in the Charleston and Huntington, West
Virginia, markets and will discontinue the sales of individual
CLEC access lines (unbundled network elements) to smaller
customers in these areas.  Service to existing customers will
continue.  In addition, the Company is consolidating its five
customer care centers into three.  These measures, together with
other operating initiatives, will result in improvements in
operating performance and reductions in cost beyond the savings
generated by the workforce reductions.

NTELOS Inc. (Nasdaq: NTLO) is an integrated communications
provider with headquarters in Waynesboro, Virginia.  NTELOS
provides products and services to customers in Virginia, West
Virginia, Kentucky, Tennessee and North Carolina, including
wireless digital PCS, dial-up Internet access, high-speed DSL
(high-speed Internet access), and local and long distance
telephone services.  Welsh, Carson, Anderson & Stowe, a New York
investment firm with $12 billion in private capital, is a
leading shareholder of NTELOS.  Detailed information about
NTELOS is available online at http://www.ntelos.com

As of March 20, 2002, S&P affirmed its credit rating on the
company at B, with a negative outlook.


ON SEMICONDUCTOR: Stockholders to Meet on May 23 in Tempe, AZ
-------------------------------------------------------------
The Annual Meeting of Stockholders of ON Semiconductor
Corporation will be held at the Wyndham Buttes Resort, 2000
Westcourt Way, Tempe, AZ 85282 on Thursday, May 23, 2002 at 9:30
A.M., local time, for the following purposes:

   1.  To elect four Class III Directors each for a three-year
term expiring at the Annual Meeting of Stockholders to be held
in 2005 or until his successor has been duly elected and
qualified, or until the earlier of his resignation, removal or
disqualification;

   2.  To consider approval of the ON Semiconductor 2002
Executive Incentive Plan;

   3.  To consider approval of an amendment to the Restated
Certificate of Incorporation to increase the authorized number
of shares of common stock from 300,000,000 to 500,000,000;

   4.  To consider approval of a proposal to ratify the action of
the Board of Directors in selecting PricewaterhouseCoopers LLP
as independent accountants to audit the consolidated financial
statements for the current year; and

   5.  To transact such other business as may properly come
before the meeting and any adjournment or postponement of the
meeting.

The Board of Directors has fixed the close of business on March
25, 2002, as the record date for determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof.


PCA INTERNATIONAL: S&P Rates $200MM Senior Unsecured Notes at B-
----------------------------------------------------------------
A 'B-' rating was assigned on April 12, 2002, to PCA
International Inc.'s proposed $200 million senior unsecured
notes due in 2009. A 'B' corporate credit rating was also
assigned to the company at that time. Outlook is positive.

Proceeds from the new note offering will be used to repay a
portion of $114 million outstanding on a $150 million credit
facility and $103 million in subordinated notes. The notes are
rated one notch below the corporate credit rating in accordance
with Standard & Poor's policy of notching down senior unsecured
debt when there is significant senior secured debt that has a
priority claim to the company's assets.

The ratings on PCA reflect its participation in the highly
competitive professional portrait photography industry, its
dependence on Wal-Mart Stores Inc. for about 95% of its revenue,
weak credit measures, and a highly leveraged capital structure.
These risks are partially mitigated by PCA being the sole
portrait photography provider for Wal-Mart and its vertically
integrated digital imaging and portrait processing system.

Matthews, N.C.-based PCA is one of the largest portrait
photography companies in North America and is primarily focused
on the children's preschool market. As of Feb. 3, 2002, the
company operated 1,747 portrait studios within Wal-Mart stores
and supercenters in the U.S., Canada, and Mexico, and provided
traveling portrait photography services to an additional 1,249
Wal-Mart store locations. The company also serves other retail
channels, select military bases, and institutions, such as
church congregations and schools.

The $1.2 billion domestic preschool portrait industry is highly
competitive and fragmented. The market is comprised of several
large competitors, including CPI (Sears), Olan Mills (Kmart),
and Lifetouch (Target, JC Penney), and numerous smaller
entities. The company maintains an advantage over its
competitors by being the sole portrait photography provider for
Wal-Mart, the world's largest retailer. The Wal-Mart brand,
access to high-traffic retail locations, the ability to develop
in-store merchandising programs with other departments within
Wal-Mart, and a strong platform for expansion benefit PCA.
Moreover, the company's integrated digital imaging system, which
links the image selection process with its portrait processing
system, allows it to price substantially lower than its
competitors while maintaining competitive operating margins.
Still, PCA depends on Wal-Mart and its contractual license
agreement with Wal-Mart for about 95% of its revenues. Any
change in these agreements could have a significant negative
impact on the company's business.

The company is highly leveraged as a result of a leveraged
buyout in 1998, with pro forma total debt (including preferred
stock) to EBITDA at about 5.9 times. The company's ability to
fund its debt service obligations with cash flow is thin; pro
forma EBITDA covers interest by about 1.5x. Financial
flexibility is provided by a new five-year $50 million revolving
credit facility, which the company is entering into in
conjunction with the note offering. On completion of the
transaction, $13.4 million will be available.

                         Outlook

The benefits of PCA's established market position as a Wal-Mart
licensee, and its low and variable cost structure provide
support for the rating. The outlook reflects Standard & Poor's
expectation that the company will improve its credit measures
over the intermediate term.


PACIFIC GAS: Seeks Nod to Execute Forbearance Pacts with Banks
--------------------------------------------------------------
Pacific Gas and Electric Company tells the Court that it is
currently benefiting from certain below-market-rate loans made
by the California Pollution Control Financing Authority with the
proceeds from the sale of certain tax-exempt and low-interest
revenue bonds. The bonds are secured by certain letters of
credit, and PG&E is obligated to repay the loans by reimbursing
the Letter of Credit issuing banks for all draws made on the
letters of credit by the Bond Trustee used to pay the bonds.

However, since the Petition Date, consistent with its duties as
a Chapter 11 debtor in possession, the Debtor has not reimbursed
the Letter of Credit Issuing Banks. As a result, each of the
Letter of Credit Issuing Banks has the right to direct the Bond
Trustee to call an Event of Default under the terms of the
respective Indenture and to declare the respective series of
Letter of Credit Backed PC Bonds immediately due and payable.
This, coupled with the scheduled expiry dates of the Letters of
Credit, could result in the redemption of the Letter of Credit
Backed PC Bonds.

As an accommodation to PG&E and relying on certain modest
concession made to them in an agreement and Stipulation among
the parties concerned pending a long-term solution via
negotiated provisions in a plan' of reorganization, the Letter
of Credit Issuing Banks have refrained from taking the actions.
However, the Letter of Credit Issuing Banks have no obligation
to continue refraining from exercising their right absent a
further consensual agreement.

In this connection, PG&E asks the Court to enter an order
approving PG&E's execution of, and performance under, a "Summary
of Terms With Respect to Forbearance and Proposed Revised
Treatment of Letter of Credit Bank Claims in the Plan of
Reorganization" (the Term Sheet) by and between PG&E, on the one
hand, and various counterparties who have provided credit
support for the outstanding bonds that are the subject of the
Motion.

      Background and Mechanics of Subject Bond Issuances

Pursuant to the terms of various separate trust indentures each
between the California Pollution Control Financing Authority, a
public instrumentality and political subdivision of the State of
California (the Issuer) and Bankers Trust Company, as trustee
(the Bond Trustee), and various corresponding loan agreements
between the Issuer and PG&E, as of the commencement of the PG&E
Chapter 11 case, the Issuer had issued and outstanding 15 series
of its revenue bonds in aggregate principal amount of
approximately $1.69 billion. As of March 20, 2002, 11 series of
such revenue bonds in the aggregate principal amount of
approximately $1.24 billion remain outstanding. Of this $1.24
billion, the revenue bonds that are the subject of this Motion
consist of four series of credit-enhanced revenue bonds in the
aggregate principal amount of approximately $613,550,000
(collectively, the Letter of Credit Backed PC Bonds).

The Issuer loaned the proceeds from the sale of each series of
Letter of Credit Backed PC Bonds to PG&E for the purpose of
financing or refinancing the acquisition and/or construction of
certain pollution control, sewage disposal and/or solid waste
disposal facilities of PG&E located within the State of
California. Pursuant to various loan agreements between the
Issuer and PG&E, PG&E agreed, among other things, to repay the
Bond Loans at the times and in the amounts necessary to enable
the Issuer to fully pay the principal of premium, if any, and
interest on, each series of Letter of Credit Backed PC Bonds
when due and to pay the purchase price of any Letter of Credit
Backed PC Bonds tendered for purchase by PG&E in accordance with
the terms of the applicable Indenture.

Pursuant to the terms of each of the Indentures, the Issuer has
assigned to the Bond Trustee, for the benefit of the holders of
the respective series of Letter of Credit Backed PC Bonds,
certain of the Issuer's rights under the various Loan
Agreements, including, but not limited to, the Issuer's right
under the Loan Agreements to receive payments from PG&E of the
principal of, and premium (if any) and interest on, the Bond
Loans. In this manner, the Issuer has acted solely as a conduit,
loaning the proceeds from the sale of the Letter of Credit
Backed PC Bonds to PG&E and assigning its right to receive
repayment of such loans to the Bond Trustee as security for the
Letter of Credit Backed PC Bonds and to provide funds for the
full payment of the respective Letter of Credit Backed PC Bonds.

None of the Letter of Credit Backed PC Bonds constitute a debt
or liability, or a pledge of the faith, credit or taxing power
of the Issuer, the State of California or any of its
instrumentalities or political subdivisions. Rather, each series
of Letter of Credit Backed PC Bonds is a limited obligation of
the Issuer payable solely from the revenues derived by the
Issuer from PG&E pursuant to the terms of the related Loan
Agreement to the extent pledged by the Issuer to the Bond
Trustee under the terms of the applicable Indenture and from
certain other funds pledged and assigned as part of the trust
estates under the applicable Indentures.

               Letter of Credit Backed PC Bonds

With respect to each series of Letter of Credit Backed PC Bonds,
PG&E entered into a "reimbursement agreement" with a Letter of
Credit Issuing Bank and certain banking or other financial
institutions (referred to as a Bank), pursuant to which the
Letter of Credit Issuing Bank has issued its irrevocable letter
of credit to the Bond Trustee, for the account of PG&E, to
provide for the payment of the principal of and interest on the
related series of Letter of Credit Backed PC Bonds and to
support the payment of the purchase price of any Letter of
Credit Backed PC Bonds tendered for purchase in accordance with
the terms of the applicable Indenture. Under the terms of each
Letter of Credit Reimbursement Agreement, PG&E is obligated to
reimburse the Letter of Credit Issuing Bank for all amounts
drawn on the related Letter of Credit.

     Tax-Exempt Status of Letter of Credit Backed PC Bonds

All of the Letter of Credit Backed PC Bonds were sold in the
capital markets on the basis that, assuming PG&E continued to
comply with certain covenants contained in the PC Bond
Documents, and with certain exceptions, interest on such series
of Letter of Credit Backed PC Bonds would not be included in the
gross income of the holders thereof for federal income tax
purposes and that such interest is also exempt from California
personal income tax.

The tax-exempt status of the Letter of Credit Backed PC Bonds
allowed such bonds to be issued at favorable interest rates,
thus allowing PG&E to finance certain of its capital
improvements and other qualified costs at rates substantially
below comparable conventional taxable financing alternatives
available to PG&E.

Based on the tax-exempt status of the Letter of Credit Backed PC
Bonds, their credit enhancement and their commensurate credit
rating, the Letter of Credit Backed PC Bonds currently accrue
interest at the average blended interest rate of only 1.26 % per
annum, and at least some of PG&E' s tax-exempt bonds on a recent
date (March 5, 2002) accrued interest at a rate of less than 1%
per annum.

In the event that any of the Letter of Credit Backed PC Bonds
were to be redeemed in accordance with the terms of their
respective Indentures, it may not be possible under current law
to reissue such bonds on a tax-exempt basis.

Accordingly, PG&E has made the determination that the continued
existence of such favorable tax-exempt financing is a valuable
asset of PG&E's bankruptcy estate, and that it is in the best
interest of PG&E's estate to keep the Letter of Credit Backed PC
Bonds outstanding in order to preserve the substantial benefits
of such tax-exempt financing.

                Post-Chapter 11 Filing Status of
                Letter of Credit Backed PC Bonds

Since the Petition Date, all of the Letter of Credit Backed PC
Bonds have remained outstanding, and all of the scheduled
interest payments on the Letter of Credit Backed PC Bonds have
been fully and timely paid, when due, through periodic draws by
the Bond Trustee on the Letters of Credit provided by the Letter
of Credit Issuing Banks. To date, following each such drawing,
each of the Letter of Credit Issuing Banks has allowed the
Interest Portion of its respective Letter of Credit to
automatically reinstate in accordance with the terms thereof
each month, which has resulted in automatic reinstatements each
month since PG&E's Chapter 11 filing in April 2001. This in
large part is the result of the interim stipulation negotiated
between PG&E, the Letter of Credit Issuing Banks and the Banks
(among others) during the first few months of the chapter 11
case, culminating in the Prior Motion and Order in September
2001.

Pursuant to the Prior Motion and Order and the interim
stipulation approved therein, the Letter of Credit Issuing Banks
did not obligate themselves to allow any Letter of Credit to be
reinstated automatically and instead reserved the right in any
month to give a notice of non-reinstatement and trigger the
presentment of any Letter of Credit.

However, as a small and fair incentive for the Letter of Credit
Issuing Banks to allow automatic reinstatement to take place
while negotiations over a more permanent resolution of the
Letter of Credit issues was being negotiated, the estate agreed
pursuant to the Prior Motion and Order that with respect to any
automatic reinstatements and draws for interest that occur post-
petition as a consequence of the Letter of Credit Issuing Banks
allowing the automatic reinstatement to take place, any post-
petition interest drawings under the Letters of Credit will
constitute allowed claims against PG&E and its bankruptcy estate
in favor of the Letters of Credit Issuing Banks.

Similarly, the Prior Motion and Order provides that, subject to
certain conditions, the fees and expenses of the Letter of
Credit Issuing Banks and the Banks (including the post-petition
fees and expenses of unrelated third-party professionals
retained by the Letter of Credit Issuing Banks and the Banks),
to the extent provided for under the applicable Reimbursement
Agreement, will constitute allowed claims against PG&E and its
bankruptcy estate.

Pursuant to the Prior Motion and Order, PG&E also was authorized
to pay on a current basis certain fees and reasonable out-of-
pocket expenses of the remarketing agents, the credit rating
agencies, the tender agents and the Bond Trustee associated with
the maintenance of the Letter of Credit Backed PC Bonds, to the
extent such fees and expenses are payable in accordance with the
terms of the applicable underlying agreements and are incurred
with respect to the post-petition period.

The next interest draw on the Letters of Credit will be on or
about April 1, 2002, and each Letter of Credit Issuing Bank
thereafter has until on or about April 8, 2002 to decide whether
to give notice to the Bond Trustee that such Letter of Credit
Issuing Bank's Letter of Credit will not be reinstated or to
stay silent and permit an automatic reinstatement.

PG&E has determined that it is in the best interests of the
estate and its creditors for PG&E to enter into the Term Sheet
and to seek the Court's approval of PG&E's execution of, and
performance under, the terms of the Term Sheet on or before May
7, 2002, to avoid redemption of the Letter of Credit Backed PC
Bonds, which in turn could result in the permanent loss to PG&E
and its bankruptcy estate of the tax-exempt financing afforded
by the respective Letter of Credit Backed PC Bonds, and for
financial incentives offered by the Letter of Credit Issuing
Banks.

               Summary of Terms of the Term Sheet

   A.  Agreements by the Letter of Credit Issuing Banks.

(1) Forbearance:

As a Chapter 11 debtor in possession, PG&E has not reimbursed
the Letter of Credit Issuing Banks for any of the payments they
have made pursuant to the several post-petition draws on their
Letters of Credit.

Under the terms of the Term Sheet, each of the Letter of Credit
Issuing Banks has agreed to forbear, for a limited period, from
taking action which would result in the mandatory tender or
redemption of any of the outstanding Letter of Credit Backed PC
Bonds without the prior written consent of PG&E.

This concession by the Letter of Credit Issuing Banks allows
PG&E to maintain the benefits of the tax-exempt financing during
the forbearance period at a significant savings to the estate.

For such purpose, a "Termination Event" shall have occurred if
(a) PG&E fails to pursue this Motion in good faith and with all
reasonable diligence, (b) PG&E fails to timely remit to the
Letter of Credit Issuing Banks any of the payments set forth in
the Term Sheet, (c) a plan of reorganization of PG&E which
provides for the treatment of Allowed Letter of Credit Bank
Claims in the manner described in the Term Sheet or for
alternative treatment of Allowed Letter of Credit Bank Claims
which is acceptable to the Letter of Credit Issuing Banks is not
confirmed on or before September 30, 2002, (d) a plan of
reorganization is confirmed in PG&E's Chapter 11 case which does
not provide for the treatment of Allowed Letter of Credit Bank
Claims in the manner described in the Term Sheet or for
alternative treatment of Allowed Letter of Credit Bank Claims
which is acceptable to the Letter of Credit Issuing Banks, (e)
the Effective Date as defined in the Plan occurs, or (f) the
Chapter 11 case of PG&E is dismissed or converted to a case
under Chapter 7.

(2) Extension of Letter of Credit Expiration:

Provided that no Termination Event shall have occurred and
remain uncured, each of the Letter of Credit Issuing Banks has
agreed that prior to April 18, 2002, it shall extend the
expiration date of its Letter of Credit for one year.

The extension allows PG&E to maintain the benefits of the tax-
exempt financing for up to one additional year, at a significant
savings to the estate. Moreover, given that certain of the
Letters of Credit will expire in the near future, the Letter of
Credit Issuing Banks' agreement to extend the maturities of the
Letters of Credit provides PG&E with necessary additional time
in which to gain approval of the Amended Plan while still
preserving the Letter of Credit Backed PC Bonds.

   B.  Agreements by the Debtor.

(1) Additional Fees:

The Term Sheet provides that if this Motion is approved by the
Bankruptcy Court on or before May 7, 2002, then PG&E will be
required to pay to each of the Letter of Credit Banks, during
the period from and after December 1, 2001 and continuing until
the Confirmation Date of the Plan, quarterly, in arrears, the
Letter of Credit fee as set forth in the respective
Reimbursement Agreement (the "Original Letter of Credit Fee"),
together with an amount equal to the positive difference, if
any, of an amount per annum equal to 2% of the Stated Amount of
the Letter of Credit, less the Original Letter of Credit Fee
(together, the "Initial Letter of Credit Fee"), which total fee
shall accrue from and after December 1, 2001 and until the
Confirmation Date, and shall be payable on the same dates as are
set forth for payment of Letter of Credit Fees in the applicable
Reimbursement Agreement, and during the period from and after
the Confirmation Date and continuing until the Effective Date
(as defined in the Amended Plan), quarterly, in arrears, the
Original Letter of Credit Fee, together with an amount equal to
the positive difference, if any, of an amount per annum equal to
3% of the Stated Amount of the Letter of Credit, less the
Original Letter of Credit Fee, which total fee shall accrue from
and after the Confirmation Date until the Effective Date, and
shall be payable on the same dates as are set forth for payment
of Letter of Credit fees in the applicable Reimbursement
Agreement; provided however, that the first such payment, for
Initial Letter of Credit Fees accruing from and after December
1, 2001 until and including March 31, 2002, shall be paid
not later than 10 days after the Court issues an order approving
the Motion.

If this Motion is not approved by the Bankruptcy Court on or
before May 7, 2002, then PG&E will be required to pay to each of
the Letter of Credit Issuing Banks with respect to its Letter of
Credit to the extent permitted by order of the Bankruptcy Court,
during the period from and after the Confirmation Date and
continuing until the Effective Date, quarterly, in arrears, the
Original Letter of Credit Fee, together with an amount equal to
the positive difference, if any, of an amount per annum equal to
3% of the Stated Amount of the Letter of Credit, less the
Original Letter of Credit Fee, which total fee shall accrue from
and after December 1, 2001 until the Effective Date, and shall
be payable on the same dates as are set forth for payment of
Letter of Credit fees in the applicable Reimbursement Agreement.

On the Confirmation Date, PG&E is required to pay to Deutsche
Bank AG New York Branch an agency fee in the amount of $250,000
as additional compensation for acting as the administrative
agent under the terms of its Reimbursement Agreement during the
period from and after December 1, 2001 through the Effective
Date; provided that if no Termination Event shall have occurred
prior to June 30, 2002 and Deutsche Bank AG shall not be in
default hereunder, such agency fee shall be deemed fully earned
on the earlier of the Confirmation Date or June 30, 2002.

PG&E expects that, even after the payment of the increased fees
set forth in the Term Sheet, it will continue to realize
substantial interest cost savings by maintaining the benefits of
the outstanding tax-exempt financing provided by the Letter of
Credit Backed PC Bonds, which cost savings more than offset the
cost of the fees.

The Debtor believes that the increased total letter of credit
fees are a reasonable and necessary component of any agreement
to extend the maturities of the Letters of Credit. The Debtor
also believes that, given the additional administrative
responsibilities that Deutsche Bank will have to perform as
agent for its bank group in order to maintain its Letter of
credit, it is reasonable and necessary for the Debtor to pay
Deutsche Bank the additional agency fee set forth in the Term
Sheet.

(2) Professional Fees:

PG&E is obligated under the terms of the respective
Reimbursement Agreements to reimburse the Letter of Credit
Issuing Banks for the reasonable fees and expenses of unrelated
third party professionals retained by the Letter of Credit
Issuing Banks. Moreover, under the stipulation approved by the
Prior Motion and Order, subject to certain conditions, such
attorneys' fees constitute allowed claims against PG&E and its
estate.

Accordingly, the Term Sheet provides that, commencing on a date
not more than 10 days after the Bankruptcy Court approves the
Motion, PG&E will pay the reasonable fees and expenses of
unrelated third party professionals retained by the Letter of
Credit Issuing Banks to the extent incurred after the date PG&E
petitioned for chapter 11 relief, and shall thereafter pay such
additional Professional Fees as may be incurred by the Letter of
Credit Issuing Banks no later than 30 days subsequent to each
date reimbursement requests therefor (with appropriate backup)
are made in writing by the Letter of Credit Issuing Bank to
PG&E.

(3) Purchase in Lieu of Redemption:

The Term Sheet provides that, if no Termination Event shall have
occurred and remain uncured prior to the Effective Date, then
upon written request of PG&E, each Letter of Credit Issuing Bank
shall cause the related series of Letter of Credit Backed PC
Bonds to be tendered for purchase through a draw upon the
respective Letter of Credit and instruct the respective Bond
Trustee to either register the purchased Letter of Credit Backed
PC Bonds in the name of the Letter of Credit Issuing Bank or in
the name of PG&E, subject to a first lien security interest in
favor of the respective Letter of Credit Issuing Bank to
additionally secure the obligations of PG&E under the related
Reimbursement Agreement.

Upon Court approval of the Motion, upon written request by the
other party, PG&E and each of the Letter of Credit Issuing Banks
shall take any action as shall be reasonably necessary to amend
the Loan Agreement and/or Indenture to add either party's right
to purchase any Letter of Credit Backed PC Bonds in lieu of
redemption and to cause such purchase to be registered, subject
to a first lien security interest in favor of the respective
Letter of Credit Issuing Bank to secure the related
reimbursement obligation of PG&E; provided that, if certain
Termination Events occur, PG&E will not, without the prior
written consent of the respective Letter of Credit Issuing Bank,
have the right to convert a mandatory redemption of Letter of
Credit Backed PC Bonds into a purchase in lieu of redemption.

Finally, in the event that a plan of reorganization which
provides for the treatment of Allowed Letter of Credit Bank
Claims in the manner described in the Term Sheet or for
alternative treatment of Allowed Letter of Credit Bank Claims
which is acceptable to the Letter of Credit Issuing Banks is not
confirmed on or before June 30, 2002, then each Letter of Credit
Issuing Bank shall have the right, but not the obligation, to
cause the related series of Letter of Credit Backed PC Bonds to
be tendered for purchase through a draw upon the respective
Letter of Credit and to instruct the respective Bond Trustee to
either register the purchased Letter of Credit Backed PC Bonds
in the name of the Letter of Credit Issuing Bank or, at the
direction of the Letter of Credit Issuing Bank, in the name of
PG&E subject to a first lien security interest in favor of the
respective Letter of Credit Issuing Bank to additionally secure
the obligations of PG&E under the related Reimbursement
Agreement, and shall not thereafter take any action which would
cause the related series of Letter of Credit Backed PC Bonds to
be called for redemption unless certain Termination Events
occur.

PG&E explains that, for United States federal income tax
purposes, Letter of Credit Backed PC Bonds which have been
purchased, rather than redeemed or cancelled, remain
outstanding. However, the cooperation of the Letter of Credit
Issuing Banks and the Banks is necessary in order to provide a
mechanism by which the Letter of Credit Backed PC Bonds can be
purchased. Thus, pursuant to the terms of the Term Sheet, PG&E
and the Letter of Credit Issuing Banks have agreed to cooperate
in a mutual attempt to amend the related bond documents to
permit the Letter of Credit Issuing Banks to purchase the Letter
of Credit Backed PC Bonds under certain circumstances in which
the Letter of Credit Backed PC Bonds would otherwise be subject
to redemption and cancellation. Such amendments to the
respective Loan Agreements and Indentures would not be adverse
to the interests of the holders of Letter of Credit Backed PC
Bonds and would enhance PG&E's ability to maintain the benefits
of the tax-exempt financing provided by the Letter of Credit
Backed PC Bonds by facilitating the orderly purchase of
outstanding Letter of Credit Backed PC Bonds in certain
circumstances.

The provision in connection with the plan of reorganization
would allow the Letter of Credit Issuing Banks to limit their
ever increasing credit exposure to PG&E which results from the
currently unreimbursed monthly draws on their respective Letters
of Credit for the payment of interest on the Letter of Credit
Backed PC Bonds, while keeping the Letter of Credit Backed PC
Bonds outstanding and, accordingly, preserving PG&E's ability to
subsequently remarket the Letter of Credit Backed PC Bonds on a
tax-exempt basis, which may otherwise be lost if the Letter of
Credit Backed PC Bonds were redeemed and cancelled.

   C.  Treatment of Allowed Letter of Credit Bank Claims under
       Term Sheet

(1) Proposed Plan Treatment:

The Term Sheet provides that the plan of reorganization
propounded by PG&E will provide for the treatment of Allowed
Letter of Credit Bank Claims in substantially the manner
provided in PG&E's Amended Plan, or in an alternative manner
acceptable to the Letter of Credit Issuing Banks.

In the event that neither the two treatment options set forth in
the Amended Plan can be consummated or the respective series of
Letter of Credit Backed PC Bonds are redeemed on or prior to the
Effective Date as the result of the expiration of the respective
Letter of Credit or otherwise, then either:

(a) the Class 4e Claim of such Letter of Credit Issuing Bank and
     the applicable Banks, if any, would be converted to a Class
     4f Claim in an amount equal to the amount due by PG&E under
     the terms of the respective Reimbursement Agreement as
     reimbursement for amounts paid by such Letter of Credit
     Issuing Bank under its respective Letter of Credit to the
     Bond Trustee for the payment of the principal portion of the
     redemption price of the related series of Letter of Credit
     Backed PC Bonds; or

(b) if

     (i)  the Letter of Credit Issuing Bank maintains its Letter
          of Credit outstanding in the stated amount set forth on
          Schedule 1 to the Term Sheet through the Effective Date
          and does not provide the Trustee with notice of default
          under its Reimbursement Agreement or non-reinstatement
          of its Letter of Credit, or take any other action which
          would result in the redemption; either in whole or in
          part, of the outstanding Letter of Credit Backed PC
          Bonds without the prior written consent of PG&E, and

     (ii) the Letter of Credit Issuing Bank and each of the
          related Banks, if any, take all action reasonably
          required by PG&E to keep the Letter of Credit Backed PC
          Bonds outstanding and to facilitate either the
          treatment options set for the Plan (including, without
          limitation, giving direction to the Trustee, providing
          commercially reasonably indemnification to the Issuer
          and Trustee, and using their best efforts to consummate
          the proposed amendments to the terms of the Letter of
          Credit Backed PC Bonds and to consummate either the
          treatment options set forth in the Plan, so as to
          maintain for PG&E the benefits of the tax-exempt
          financing provided by the related series of Letter of
          Credit Backed PC Bonds),

     then, in the event that the Letter of Credit Backed PC Bonds
     are redeemed on or prior to the Effective Date for reasons
     beyond the control of the Letter of Credit Issuing Bank,
     either

     (A)  the Letter of Credit Issuing Bank will receive (i) cash
          in an amount equal to 60% of the principal portion of
          the redemption price of the redeemed Letter of Credit
          Backed PC Bonds paid out of a thaw on the respective
          Letter of Credit, and (ii) Long Term Notes (as defined
          in the Amended Plan) having an aggregate face value
          equal to 40% of the principal portion of the redemption
          price of the redeemed Letter of Credit Backed PC Bonds
          paid out of a haw on the respective Letter of Credit,
          plus a placement fee in an amount equal to 1.5% of the
          aggregate principal amount of such long-term notes, or

      (B) at the option of the Letter of Credit Issuing Bank, the
          reimbursement for the principal portion of the
          redemption price of the redeemed Letter of Credit
          Backed PC Bonds paid out of a draw on the respective
          Letter of Credit shall be paid on the Effective Date
          through a combination of Cash and long term notes upon
          terms equivalent to the cash, Long Term Notes and other
          consideration provided for treatment of unsecured
          creditors generally in the confirmed plan of
          reorganization in this case.

PG&E explains that the provisions are to allow PG&E and the
Reorganized Debtor the ability to maintain the benefits of the
tax-exempt financing provided by the Letter of Credit Backed PC
Bonds through and after the Effective Date.

Under the terms of the Term Sheet, if a plan of reorganization
were to be confirmed in this case which did not provide for
either (i) the treatment of Allowed Letter of Credit Bank Claims
in the manner set forth in the Amended Plan with the refinements
set forth in the Term Sheet, or (ii) alternative treatment of
Allowed Letter of Credit Bank Claims which was acceptable to the
Letter of Credit Issuing Banks, then a Termination Event would
be deemed to have occurred and the Letter of Credit Issuing
Banks would no longer be required to forbear from the exercise
of remedies under their Reimbursement Agreements that could
result in the redemption and cancellation of the Letter of
Credit Backed PC Bonds and the concomitant loss to PG&E of the
valuable tax-free financing provided by such bonds.

PG&E tells the Court that there is little hope or prospect of
keeping the tax-exempt Letter of Credit Backed PC Bonds
outstanding if its execution of and performance under the Term
Sheet is not approved. Because the tax-exempt financing provided
by the Letter of Credit Backed PC Bonds provide a substantial
interest cost savings to PG&E over the cost of alternative
conventional taxable financing, PG&E believes that the benefits
of the forbearance set forth in the Term Sheet outweigh any
concessions made by PG&E in the Term Sheet.

(Pacific Gas Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Makes Preliminary Rate Case Filing
-----------------------------------------------
As required by the California Public Utilities Commission
(CPUC), Pacific Gas and Electric Company submitted to the Office
of Ratepayer Advocates a Notice of Intent for a 2003 General
Rate Case (GRC) proceeding.

The request will not increase customers' overall electric rates,
which are comprised of several components, as it will be offset
by anticipated reductions in electric commodity and other costs,
which will occur before this GRC takes effect in January 2003.

On the gas side, the average natural gas bill for residential
customers would increase by approximately 99 cents per month
(2.6 percent), from $37.95 to $38.94.

"PG&E believes that our customers can see declining overall
rates in the future even as we invest in our infrastructure to
keep up with growth and deliver safe and reliable gas and
electric service," said Gordon R. Smith, president and chief
executive officer of Pacific Gas and Electric Company. "In fact,
we will shortly file an advice letter with the CPUC to allow the
one-half cent per kWh rate increase the Commission imposed last
year to expire this June."

In total, the filing represents increases of $71 million
(natural gas) and $407 million (electric), or a total of $478
million above the current level of authorized distribution
revenues.

Revenue increases are required for gas and electric distribution
to meet the needs of hundreds of thousands of new customers,
maintain current service levels to existing customers, and to
adjust for wages and inflation. From 2000 through 2002, Pacific
Gas and Electric Company has invested a total of $3 billion
dollars into its gas and electric distributions systems to keep
the lights on and the gas flowing. In that same timeframe, the
company added approximately 300,000 new customers. To meet those
customers' needs, the company has installed 2,500 miles of
overhead electric lines, 1,800 miles of underground electric
lines and 1,350 miles of gas pipeline. In 2003, the company
expects to invest another $1 billion on distribution
infrastructure improvements to serve customers.

The CPUC requires that a General Rate Case -- an exhaustive
regulatory review of utility operations and costs -- be
performed every three years. The last such GRC process for
Pacific Gas and Electric Company was for base year 1999, and
resulted in the CPUC approving a $469 million increase over
1996 levels, for an average yearly increase in base revenues of
$156 million. The recent filing includes an average annual
increase of approximately $157 million, equivalent to the rate
of growth the CPUC approved in the 1999 GRC.

The filing is also similar in size and consistent in scope with
other investor owned utilities in California, including Southern
California Edison, which recently submitted its request for a
2003 electric-only distribution cost increase of $500 million
above levels set four years ago.

This regulatory filing applies only to the costs associated with
delivering natural gas and electricity to customers' homes and
businesses. It does not seek to recover costs incurred as a
result of the utility's bankruptcy or its plan of
reorganization.

The GRC process requires that the Office of Ratepayer Advocates
(ORA) take 25 days to review the Notice of Intent filing, to
ensure the application is adequate so that the case may proceed.
If there are any deficiencies identified by ORA, the utility
then resolves those deficiencies and must wait 60 days to file
the actual GRC application with the CPUC. The CPUC will then
assign a Commissioner and an administrative law judge to oversee
the case. Public hearings will allow public participation prior
to the CPUC making its decision. The utility will request that
once approved, the distribution revenue increase would be
scheduled to take effect in January 2003.

For more information about Pacific Gas and Electric Company,
visit the company's Web site, http://www.pge.com


PACIFIC GAS: CPUC Unveils its Competing Plan
--------------------------------------------
The California Public Utilities Commission (PUC) filed with the
United States Bankruptcy Court in San Francisco its proposed
plan of reorganization for Pacific Gas and Electric Company
(PG&E).  A full-text copy of the Plan is available at:

      ftp://ftp.cpuc.ca.gov/gopher-data/pge_bankruptcy/Plan_of_Reorganization.pdf

and a full-text copy of the Commission's Disclosure Statement
filed in support of the Plan is available at:

      ftp://ftp.cpuc.ca.gov/gopher-data/pge_bankruptcy/Disclosure_Statement.pdf

Under the PUC's plan, all creditors would receive payment of
their claims in full, with interest, and PG&E would be restored
to investment grade upon emergence from Chapter 11, enabling it
to resume meeting the full power needs of its customers.  "This
plan is the best alternative for California's ratepayers,
economy, and environment," the Commission says, because under
the PUC's plan:

      * There would be no rate increase;

      * PG&E would remain subject to all applicable State laws,
        thus avoiding complex litigation in the Bankruptcy Court
        and elsewhere;

      * PG&E Corporation, the utility's parent company, would
        make a significant contribution to PG&E's emergence from
        bankruptcy;

      * the utility would be returned to stable, cost-of-service
        ratemaking; and

      * PG&E's rates should decrease following its Chapter 11
        case.

PG&E's shareholders will bear a significant portion of the
burden of returning PG&E to financial health.  The PUC's plan is
funded in part through the sale of $1.75 billion in PG&E stock,
thereby diluting PG&E Corporation's ownership interest in the
utility.  In addition, $1.6 billion of earnings, which would
have been received by PG&E Corporation from the utility during
2001, 2002, and January 2003, will remain with PG&E and be used
to repay creditor claims.

                       FINANCIAL INFORMATION

Allowed creditor claims totaling approximately $13.5 billion
will be paid in full through a combination of:

      $3,600,000,000 from PG&E's projected cash at emergence
                     from Chapter 11

      $3,900,000,000 of Cash from the sale of new debt

      $1,750,000,000 of Cash from the sale of common stock:

      $4,300,000,000 by Reinstatement of long term debt



PACIFIC GAS: Says CPUC's 2nd Alternate Plan Still Not Practical
---------------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after the California Public Utilities Commission (CPUC) held a
press conference to discuss its alternate plan of
reorganization:

      "The CPUC's second attempt to develop an alternative
bankruptcy plan is no more practical or confirmable than their
first plan.  Admitting that their first effort fell $4.5 billion
short, their second attempt seeks to close that gap by issuing
billions in new debt and through a scheme to issue stock in the
utility to raise cash.  We believe the CPUC's plan could not be
confirmed or implemented.

      "More than a year late, the Commission finally recognizes
the need to have investment grade utility companies so that the
state can exit the procurement business.  Yet their plan makes
none of the fundamental regulatory commitments needed to achieve
or assure investment grade status.

      "The CPUC's plan to eliminate any return on equity violates
federal and state law and would prompt substantial litigation.
The proposed equity sale violates the rights of shareholders.
It also would greatly harm tens of thousands of our employees
and retirees whose 401(k) accounts, and retirement plans include
significant amounts of PG&E stock.  They and thousands of small
shareholders, many on fixed incomes, have seen their investments
decimated by the actions of the CPUC over the past two years."


PANACO INC: Accumulates $24.4 Million Working Capital Deficit
-------------------------------------------------------------
PANACO, Inc. (Amex: PNO) reports its results of operations for
the year ended December 31, 2001 along with the filing of its
Form 10-K with the Securities and Exchange Commission.
While total results were lower than those in 2000, the Company
realized discretionary cash flows of $33.6 million, or $1.38 per
share during 2001. This compares to $49.2 million, or $2.03 per
share, of discretionary cash flows in 2000. (Discretionary cash
flows equals Income (Loss) before income taxes, plus the sum of:
depletion, depreciation and amortization, exploratory dry hole
expense, geological and geophysical expense, impairment of oil
and gas properties, and other income loss.) Lower production of
both oil and natural gas was a significant factor in lower cash
flows, EBITDA, and net income for the year. During 2001, EBITDA
totaled $36.6 million as compared to $58.4 million in 2000.
PANACO's net loss for the year ending December 31, 2001 equaled
$42.3 million while it realized net income of $39.2 million for
the same period in 2000. Results for 2001 include a charge to
income tax expense of $22.7 million while results for 2000
include an income tax benefit of $22.7 million.

                      Total Revenues

Total oil production decreased 14% during 2001 to 923,000
barrels, while natural gas production decreased 21% to
10,703,000 Mcf. Increased production from both the East Breaks
109/110 and West Delta Fields in 2001 did not offset natural
declines from the Company's other properties. In addition,
production from two new wells in East Breaks Blocks 205 and 161
came on line in December 2001 and did not have a significant
impact in that year. The Company's realized prices for oil and
natural gas averaged $25.23 and $4.95, respectively in 2001,
compared to $29.62 and $4.20 in 2000.

A gain of $4.0 million was also recognized in 2001 on the sale
of a non-operated property. During 2000 a property was sold for
which the Company realized a gain of $1.9 million. In addition,
two lawsuits were settled during 2000 for which the Company
received $2.6 million.

                    Costs and expenses:

During the third quarter of 2001 the Company recorded a charge
to income tax expense in the amount of $22.8 million to
reestablish a valuation allowance against its deferred tax
assets. The charge was primarily based on lower market prices
for both oil and natural gas, upon which the Company bases its
estimates of future taxable income. With lower prices, the
Company was not able to project sufficient taxable income to
utilize its net operating loss carry-forwards. During 2000 we
recorded an income tax benefit of $29 million by reversing a
valuation allowance recorded against these assets. The Company
also recorded an income tax expense provision of $6.3 million
during 2000 based on pre-tax income for the year of $16.5
million, resulting in a net income tax benefit of $22.7 million
in 2000. During 2001, the decrease in oil and natural gas prices
had the opposite effect, hence a valuation allowance of $30.1
million was re-established. The Company may still be able to
utilize the estimated $108 million of net operating loss carry-
forwards and the valuation allowance may be reversed in the
future if estimates of future taxable income increase. The
estimates of future taxable income are based on proved reserves
only.

Lease operating expenses increased $3.8 million, or 18% in 2001
with the acquisition of West Delta 52 in April of that year,
along with $1.2 million of additional workover and repair
expenses when compared to 2000.

In December 2001 the Company recorded an increase in its
allowance for bad debts of $3.0 million for accounts receivable
due from Enron. The $3.0 million includes $1.2 million for the
final payment due PANACO under a natural gas swap agreement and
$1.8 million for natural gas delivered to Enron. In early
December PANACO began selling natural gas production, previously
sold to Enron, to Reliant Energy. The Company is pursuing these
amounts due in Enron's chapter 11 bankruptcy proceedings.
Exploratory dry hole expense totaled $8.4 million in 2001 with
the previously announced wells plugged and abandoned in the East
Breaks 110 Field during the first quarter ($3.9 million) and the
Umbrella Point Field during the fourth quarter ($3.8 million).
In addition, the Company recorded asset impairments totaling
$9.1 million during 2001. The impairments were primarily due to
reserve revisions in addition to lower market prices for oil and
natural gas, which are used to estimate future net cash flows
from the Company's properties.

Due to substantial losses incurred in 2001 and 1999, as well as
less than anticipated results from the drilling program in late
2000 and 2001, the Company had accumulated a working capital
deficit of $24.4 million at December 31, 2001. The lack of
performance from wells drilled during this period, along with
decreased commodity prices in late 2001, had reduced the
Company's sources of capital to a point at which there is doubt
as to whether this deficit can be resolved in a timely manner
with its existing capital availability. As such, the Company's
audit opinion in the Form 10-K will contain a going concern
qualification.

Given these issues, PANACO engaged the investment banking firm
of Energy Capital Solutions, LLC in March 2002 to assist the
Company in exploring strategic alternatives. The outcome of this
process may include asset sales or the sale of the Company or
other financing solutions.

Further information is available in PANACO's Form 10-K, filed
with the Securities and Exchange Commission.

PANACO, Inc. is an independent oil and gas exploration and
production Company focused primarily on the Gulf of Mexico and
the Gulf Coast Region. The Company acquires producing properties
with a view toward further exploitation and development,
capitalizing on state-of-the-art 3-D seismic and advanced
directional drilling technology to recover reserves that were
bypassed or previously overlooked. Emphasis is also placed on
pipeline and other infrastructure to provide transportation,
processing and tieback services to neighboring operators.
PANACO's strategy is to systematically grow reserves,
production, cash flow and earnings through acquisitions and
mergers, exploitation and development of acquired properties,
marketing of existing infrastructure, and a selective
exploration program.


PHILIP SERVICES: Completes Refinancing & Reports FY 2001 Results
----------------------------------------------------------------
Philip Services Corporation (NASDAQ: PSCD/ TSE: PSC) announced
an increase in its financing structure and its consolidated
financial results for the quarter and year ended December 31,
2001.

"PSC had a difficult year losing $78.1 million or approximately
$3.25 per share. The Company was significantly affected
throughout 2001 by the difficulties in the North American steel
industry which impacted both pricing and demand for finished
scrap," said Thomas P. O'Neill, Jr., Chief Financial Officer.
"With the strengthening in the North American economy, combined
with the actions we have taken to exit unprofitable businesses,
reorganize our corporate structure, and focus on our core
markets we expect our financial performance to improve. We have
additional financial resources to invest in our businesses and a
strengthened financial platform."

The Company also announced that it has reached an agreement with
its lenders to increase its revolving loan facility by adding a
mezzanine tranche in the amount of $70 million and extending the
term of the facility through the first quarter of 2003. This
commitment has been provided by affiliates of Carl C. Icahn and
affiliates of Stephen Feinberg, respectively the largest and
second largest stockholders of the Company (collectively, the
"Mezzanine Lenders").

Certain fees were incurred in connection with the financing and
are detailed in the Company's Annual Report on Form 10-K. Among
these fees is the issuance to the Mezzanine Lenders 3,638,466
shares of the common stock of the Company amounting to 15% of
the outstanding common stock prior to the issuance, upon payment
of the par value of $0.01 per share. These shares, issued on
April 12, 2002, are to be divided between the Mezzanine Lenders
in proportion to their respective commitments. In connection
with the issuance, the Mezzanine Lenders have been granted
demand registration rights and "piggyback" registration rights
covering both the newly issued shares and all other shares held
by them, as well as preemptive rights.

The lenders of the Company's revolving loan facility, as well as
the lenders of its secured PIK/term facility have amended the
covenants that govern those loan facilities as of December 31,
2001, and established less restrictive covenant levels through
the remaining terms of the agreements.

Highlights for the Quarter Ended December 31, 2001:

   -- Revenue for the fourth quarter of 2001 was $351.2 million
compared to $369.4 million for the fourth quarter of 2000. This
decrease was primarily due to declining scrap volumes and prices
due to weakness in the steel industry.

   -- Revenue for the year ended December 31, 2001 was $1,510.2
million compared to $1,636.5 million in the same period last
year. Revenue from the Company's Metals Services business
declined by approximately $149 million on a year-over-year basis
due to a significant decrease in scrap volume managed by PSC and
price declines, as well as the sale of the Company's UK Metals
business in April 2000. The average price for a ton of ferrous
scrap fell from $87.00 at the end of 2000 to $76.00 at the end
of 2001.

   -- The loss from operations for the fourth quarter of 2001 was
$34.5 million which included charges of approximately $19
million related to unusual bad debt provisions for failing steel
companies, insurance claims with a bankrupt insurance carrier,
environmental, impairment and closure costs and a provision for
a contract dispute. This compared to a loss of $17.6 million
during the same period last year which included special charges
of $12.9 million. The loss from operations for the year 2001 was
$37.4 million compared to an operating loss of $3.3 million for
the year 2000.

   -- The gross margin declined to $36.8 million or 10.5% of
revenue for the fourth quarter of 2001 from $49.7 million or
13.5% of revenue for the fourth quarter of 2000, primarily as a
result of lower scrap metal volumes and provisions for
environmental, closure costs and asset impairments. Gross margin
for the year was $186.9 million or 12.4% of revenue compared to
$214.3 million or 13.1% of revenue in 2000. The decrease was
largely due to declining volumes and margins at various
facilities that were being sold or closed during the year and a
high-margin project that was completed in 2000.

   -- Selling, general and administrative costs (SG & A) for the
fourth quarter of 2001 were $55.8 million compared to $41.8
million for the fourth quarter of 2000. This increase in 2001
was the result of a $10 million increase in the bad debt
provision due to the bankruptcy filings of certain large
clients, a $4.7 million insurance provision as a result of the
insolvency of an insurance carrier, as well as legacy legal
costs. Excluding these significant expenses, PSC realized a
small decrease in overhead costs in 2001.

PSC is an industrial services and metals recovery company with
operations throughout North America. PSC provides diversified
industrial outsourcing, environmental and metals services to all
major industry sectors.

As of December 31, 2001, PSC's balance sheet shows a
stockholders' equity deficit of $11,031,000.


PINNACLE HOLDINGS: Senior Lenders Agree to Forbear Until May 10
---------------------------------------------------------------
Pinnacle Holdings Inc. (Nasdaq: BIGT) reports that the
previously announced expiration of the forbearance agreement
that it and its subsidiaries, including Pinnacle Towers Inc.,
entered into on November 16, 2001, as amended on December 12,
2001, February 6, 2002 and as amended and restated on March 8,
2002, with the lenders under their senior credit facility, has
been renewed until May 10, 2002, unless sooner terminated upon
certain events, including the failure to obtain an extension by
April 19, 2002 of a financing commitment from prospective
lenders for one of the parties that Pinnacle has been
negotiating a potential equity investment as part of its
previously announced efforts to recapitalize Pinnacle. During
this extension period the lenders have agreed not to exercise
remedies available to them as a result of Pinnacle's non-
compliance with certain covenants under its senior credit
facility.

The terms of the forbearance agreement:  (1) provide that the
interest rate on Pinnacle's borrowings be LIBOR plus 3.75% and
LIBOR plus 4.0; (2) eliminate Pinnacle Towers' ability to make
additional draws under the senior credit facility; (3) restrict
the amount of money that can be invested in capital expenditures
by Pinnacle Towers; (4) limit Pinnacle Towers' ability to incur
additional debt; (5) limit Pinnacle Towers' current ability to
distribute funds to Pinnacle Holdings in connection with
Pinnacle Holdings 5.5% Convertible Subordinated Notes due 2007
(the "Convertible Notes"); and (6) require Pinnacle to establish
a $2.5 million cash escrow account to support outstanding
letters of credit. As of March 15, 2002, Pinnacle Holdings
stopped paying interest on all of its Convertible Notes, which
resulted in a default under the Convertible Notes indenture.

Because of these defaults, or, in the case of Pinnacle's senior
credit facility, if Pinnacle fails to satisfy the conditions
under the forbearance agreement, the holders of Pinnacle
Holdings' 10% Senior Discount Notes due 2008 and the Convertible
Notes or the lenders under Pinnacle's senior credit facility
could declare a default and demand immediate repayment and,
unless Pinnacle cures the defaults, they could seek a judgment
and attempt to seize Pinnacle's assets to satisfy the debt to
them.  The security for Pinnacle's senior credit facility
consists of substantially all of Pinnacle and Pinnacle Towers'
assets, including, the stock of direct and indirect
subsidiaries. The defaults under these agreements could
adversely affect Pinnacle's rights under other commercial
agreements.

As previously disclosed, Pinnacle has been actively seeking
additional capital and considering ways to deleverage its
capital structure. In December 2001, Pinnacle engaged Gordian
Group, L.P. to assist it in further exploring a variety of
investment and deleveraging alternatives, including stand-alone
recapitalization and third-party investment scenarios, both in
and out of bankruptcy.  A variety of potential investors and
other third parties have been contacted as part of that process
since mid-2001.  While no definitive agreement has been reached
with a specific party, based on discussions Pinnacle has had to
date, Pinnacle currently anticipates that an investment in, and
recapitalization of, Pinnacle could entail some or all of the
following:

      * an investment in Pinnacle in exchange for substantially
all of Pinnacle Holdings' equity interest in the recapitalized
company;

      * holders of our Senior Notes and Convertible Notes
receiving consideration in the form of cash and/or equity
interests in the recapitalized company in exchange for their
current interests; provided that, because the Convertible Notes
are subordinated to the Senior Notes, the holders of the
Convertible Notes would likely receive substantially less
consideration than the holders of the Senior Notes; and

      * other secured claims and general unsecured claims of
Pinnacle being paid substantially  in full in accordance with
their respective terms.

Pinnacle expects that in order to complete any proposed
investment and recapitalization it will be necessary for
Pinnacle to file a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code and that an investment and
recapitalization would be implemented through the confirmation
and consummation of a plan of reorganization.  In such a case,
Pinnacle currently anticipates that a plan of reorganization
would provide that holders of claims and interests with respect
to the equity securities, or rights to acquire equity
securities, of Pinnacle would be entitled to little or no
recovery and that those claims and interests would be cancelled
for little or no consideration.  Accordingly, and as indicated
in Pinnacle's previous disclosures, Pinnacle anticipates that
all, or substantially all, of the value of all investments in
common stock of Pinnacle Holdings will be lost.

While Pinnacle attempts to implement a recapitalization,
assuming its creditors do not take actions disruptive to
Pinnacle's operations as a result of Pinnacle's aforementioned
defaults, Pinnacle anticipates trying to generally continue to
operate in the ordinary course of business, subject to the
provisions of the U.S. Bankruptcy Code.  Pinnacle's plans with
respect to a recapitalization would contemplate that its trade
suppliers, unsecured trade creditors, employees and customers
would not be materially adversely affected while Pinnacle is
involved in the recapitalization process, even if that process
involves Chapter 11 bankruptcy proceedings.  During Pinnacle's
pursuit of a recapitalization, Pinnacle has attempted to
maintain normal and regular trade terms with its suppliers and
customers.  There can be no assurance that Pinnacle's suppliers
will continue to provide normal trade credit or credit on terms
acceptable to it, if at all, or that customers will continue to
do business or enter into new business with Pinnacle.

Pinnacle is a leading provider of communication site rental
space in the United States and Canada.  At December 31, 2001,
Pinnacle owned, managed, leased, or had rights to in excess of
4,400 sites. Pinnacle is headquartered in Sarasota, Florida. For
more information on Pinnacle visit its web site at
http://www.pinnacletowers.com


PRECISION SPECIALTY: Gets OK to Continue Appel-Revoir Engagement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives its
approval to Precision Specialty Metals, Inc. to employ and
retain Appel-Revoir, Inc. as Special Consultants, nunc pro tunc
to July 16, 2001.

Since June 1996, the Debtor has been pursuing litigation against
the United States of America for payment of drawbacks on certain
items of imported stainless steel. Appel-Revoir filed some of
the Debtor's drawback claims to the institution of the
litigation with the United States of America.

Appel-Revoir has additional claims that need to be filed on the
Debtor's behalf before the United States changes its position on
receiving drawbacks for scrap metal.

Under the terms of the Consulting Agreement, the Debtor agrees
to pay Appel-Revoir 20% of all drawbacks received from claims
filed by Appel-Revoir.

The Debtor points out that neither the estate nor any creditors
will be prejudiced by the retention of Appel-Revoir, as Appel-
Revoir's compensation will be paid only from any drawback
payments the Debtor actually receives.

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high- performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 petition on June 16, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Laura Davis
Jones, Esq. at Pachulski, Stang, Ziebl, Young & Jones P.C.
represents the Debtor on its restructuring efforts.


PRINTING ARTS: Engages Caspert Management As Appraisers
-------------------------------------------------------
Printing Arts America, Inc. and its debtor-affiliates want the
U.S. Bankruptcy Court for the District of Delaware to approve
their retention of Caspert Management Co., Inc. as appraisers,
nunc pro tunc to March 15, 2002.  The Debtors tell the Court
they want to retain Caspert because of its knowledge and
experience in industrial and merchandise appraisals.

The Debtors seek to retain and employ Caspert to perform
appraisals of certain equipment financed by Debtors from CIT
Group/Equipment Financing, Inc. and Gramery Leasing Services.

The Debtors propose to compensate Caspert for its services a
flat fee of $500 for any document-based Appraisal. Caspert will
perfom the Illinois Appraisal, Tennessee Appraisal, Pennsylvania
Appraisal, and Florida Appraisal for $1,500 each.

The Debtors request that Caspert be permitted to file quarterly
fee application instead of monthly, covering Appraisals
completed in the preceding three-month period. Caspert must
submit summarized time records in rendering services to or on
behalf of the Debtors.

Printing Arts America, Inc. filed for chapter 11 protection on
November 1, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Teresa K.D. Currier, Esq. and William H. Schorling,
Esq. at Klett Rooney Lieber & Schorling represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


PUEBLO XTRA: S&P Junks Credit Rating Amid Refinancing Concerns
--------------------------------------------------------------
On April 15, 2002, Standard & Poor's lowered its long-term
corporate credit rating on Pueblo Xtra International Inc. to
CCC+. The rating action is based on Standard & Poor's concern
regarding Pueblo's ability to refinance its bank facility, which
matures in February 2003, and $177 million of senior unsecured
notes due August 2003. The outlook is negative.

Although Pueblo has demonstrated some improvement in sales and
EBITDA in recent quarters, credit protection measures and
liquidity remain weak as the company faces increased competition
and weakened economic conditions in its markets. Additionally,
the company disclosed in its 10-Q, dated Feb. 23, 2002, that due
to declining sales and profitability, and working capital
deficits, the company "may be unable to continue as a going
concern for a reasonable period of time".

The ratings on Pueblo Xtra International reflect weak sales and
liquidity. Although the company achieved slightly positive same-
store sales in the first quarter of 2002, this level is offset
by the same-store sales declines in the high single digits
during the past two years. Additionally, liquidity remains weak
because Pueblo has about $9 million available on its $43 million
bank facility, which decreases to $40 million on May 19, 2002,
and matures on Feb. 1, 2003. The company's $177 million of
senior unsecured notes mature on Aug. 1, 2003. EBITDA coverage
of interest is trending in the mid-1 times area.

Pueblo's operations have been affected during the past four
years from increased competition from both local supermarket
chains, such as Supermercados Amigo Inc., and from wholesale
clubs and mass merchandisers, such as Costco and Wal-Mart Inc.
The company's operations were also disrupted by the impact of
Hurricane Georges, which struck Puerto Rico and the U.S. Virgin
Islands in 1998. Due to the uncertain timing and recovery of
Pueblo's business interruption insurance claim of $69.4 million,
Standard & Poor's has not factored this claim into its ratings.

                         Outlook

Standard & Poor's believes Pueblo continues to face challenges
in significantly improving operations. The ratings could be
lowered if the company's prospects for refinancing its bank
facility in February 2003 and its senior notes in August 2003
decline further.


SAFETY-KLEEN: So What's the Big Secret?
---------------------------------------
Safety-Kleen Corp. asks Judge Walsh for permission to file a
Secret Motion under seal and to keep the documents under wraps
and out of public view.  The Secret Motion "contains highly
sensitive and confidential information," J. Gregory St. Clair,
Esq., at Skadden, Arps, Slate, Meager & Flom tells the Court.
This Motion is so secret that neither the general nature of the
underlying request nor what harm its disclosure might bring can
be disclosed.  Access to the Secret Motion, its contents and all
exhibits, if any, Mr. St. Clair suggests, must be limited to (i)
the Court, (ii) the U.S. Trustee, (iii) counsel to the
Creditors' Committee and (iv) counsel to the Secured Lenders
under the terms of strict confidentiality agreements already in
place.  Mr. St. Clair asserts that any public knowledge about
the Secret Motion's subject matter would bring harm to Safety-
Kleen's estate.

Trusting the Debtors' representations, Judge Walsh finds that
keeping information from all but a few select parties is "in the
best interests of the Debtors, their estates, their creditors
and other parties-in-interest," and promptly grants this motion.
The Secret Motion will be held under Court seal, circulation
will be restricted to the favored few and no public disclosure
of its contents is permitted.


SPECIAL METALS: Credit Lyonnais-Led Group Extends $60MM DIP Loan
----------------------------------------------------------------
Special Metals Corporation (OTCBB:SMCXQ) and its U.S.
subsidiaries have obtained a commitment for a $60 million
debtor-in-possession (DIP) revolving credit facility from a bank
group led by Credit Lyonnais. After a hearing Monday, April 15,
the U.S. Bankruptcy Court entered an order approving the DIP
facility on an interim basis, allowing up to $18 million in
loans to be made available immediately upon completion of final
loan documents. The Court's ruling also authorizes issuance of
up to $10 million in letters of credit under the DIP facility.
The new financing will enable Special Metals to continue the
normal operation of its businesses and to maintain the
confidence of customers, suppliers and creditors. The full $60
million commitment is subject to final court approval and other
conditions. The Court has scheduled a final hearing on the DIP
revolving credit facility for May 2, 2002.

"From the time of our March 27 filing, customers, suppliers and
employees have been supportive of Special Metals' reorganization
efforts and our operations have continued without interruption.
These approved resources will provide sufficient capital for
continuing Company operations for the foreseeable future and
support our efforts to ultimately emerge as a stronger
business," said Special Metals Corporation President T. Grant
John.

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically
demanding industries and applications, including: aerospace,
power generation, chemical processing and oil exploration.
Through its 10 U.S. and European production facilities and a
global distribution network, Special Metals supplies over 5,000
customers and every major world market for high-performance
nickel-based alloys. Special Metals and its subsidiaries have
about 3,200 employees worldwide.


STATION CASINOS: Stockholders' Annual Meeting Set for May 22
------------------------------------------------------------
The Annual Meeting of Stockholders of Station Casinos, Inc., a
Nevada corporation, will be held at Green Valley Ranch Station
Casino on May 22, 2002, beginning at 10:00 a.m. local time, for
the following purposes:

   1.  To elect three directors to serve for a term of three
years until the 2005 Annual Meeting of Stockholders and until
their respective successors have been duly elected and
qualified;

   2.  To approve an amendment to the Company's Stock
Compensation Program to afford the Program Administrators
discretion to extend the expiration date of stock options issued
under the Program, subject to certain limitations;

   3.  To ratify the appointment of Arthur Andersen LLP as the
Company's independent public accountants for 2002; and

   4.  To consider and transact such other business as may
properly come before the Annual Meeting or any adjournment
thereof;

Holders of the Company's common stock, par value $.01 per share,
at the close of business on March 25, 2002, the record date
fixed by the Company's board of directors, are entitled to
notice of and to vote at the Annual Meeting.


SUN COUNTRY: Now Owned By MN Airlines, LLC
------------------------------------------
Sun Country Airlines is now officially under the new ownership
of MN Airlines, LLC. On April 15, a bankruptcy judge cleared the
way for the sale by approving the assignment of the airline's
four aircraft leases to the new ownership group, MN Airlines,
LLC. The lease assignment was a condition of the asset purchase
agreement between MN Airlines and Sun Country's only secured
creditor, USBank, and the final hurdle to complete the asset
sale.

Sun Country Airlines has been operating in Chapter 11 since
March. The sale allows MN Airlines to assume control of the
operation and certain assets, as well as the Sun Country name,
while the "old" Sun Country Airlines corporation continues in
the bankruptcy process until final transfer of the operating
certificate is approved by the Department of Transportation and
Federal Aviation Administration.

On Friday, April 5, the Department of Transportation approved a
joint application by Sun Country Airlines and MN Airlines, LLC
(MNA) for an exemption allowing MN Airlines d/b/a Sun Country
Airlines to continue to operate under Sun Country Airline's
certificates. Final approval for the transfer to MNA could come
in the next 30-45 days.

Under the new ownership, the airline's three newly negotiated
labor contracts with the Airline Pilots Association,
representing the pilots; the International Brotherhood of
Teamsters, representing the flight attendants; and the Transport
Workers Union representing the dispatchers will eventually be
assumed. However, the flight attendant agreement is still first
subject to ratification by its membership.

The three labor contracts contain identical provisions
including:

   -- A two year pay freeze from February 16, 2002 to
      February 29, 2004

   -- A three year term of the contract that extends through
      March 31, 2005

   -- A 3% pay increase in March 2004 and March 2005

   -- Common benefits for all employee groups including medical
      insurance, dental insurance and 401k and future discussions
      of long-term disability and life insurance benefits.

   -- In addition, all past liabilities related to accrued sick
      leave and vacation as well as past grievances have been
      resolved and/or nullified under the new labor agreements.

                     New Schedule

Sun Country Airlines also recently announced its new summer
schedule, servicing eleven cities with nearly 90 scheduled
service departures and arrivals per week in Minneapolis/St.
Paul. The airline is also servicing numerous scheduled flights
out of other cities around the country.

                    New Airplane

On Wednesday, April 17th, the airline will also take delivery of
its fifth airplane, a 737-800 from International Lease Finance
Corporation - a sign that the airline will continue to grow its
fleet in order to meet the demands of a strong summer schedule
and continue to add service for Fall.

"Today we are a brand new company with the benefit of a clean
balance sheet and nearly a 20-year reputation in the
marketplace," said David Banmiller, President and CEO of Sun
Country Airlines. "With the infusion of fresh capital and a new
ownership group, we will continue our commitment to bringing
families, friends and business associates together with
affordable fares while creating world class travel memories."

Jay Salmen, Board member for MN Airlines, LLC added, "MN
Airlines and the new investors are pleased to launch the new Sun
Country Airlines with the completion of the asset sale.
Customers and travel agents can expect seamless service under
the new ownership group but with the same quality product
they've come to expect from the Sun Country brand."


TRICO STEEL: Wants to Stretch Lease Decision Period To Sept. 23
---------------------------------------------------------------
Trico Steel Company seeks approval from the U.S. Bankruptcy
Court for the District of Delaware for a fourth extension on the
time period within which it must elect to assume, assume and
assign or reject Unexpired Leases of Nonresidential Real
Property through September 23, 2002.

The Debtor was able to obtain Court approval on its Asset
Purchase Agreement with Nucor Steel Alabama, LLC and Nucor
Corporation. The Debtor points out that it is still at a crucial
stage of closing a sale of substantially all its assets. At this
time, the Debtor does not know exactly when the Sale will close
and whether Nucor wishes for the unexpired leases to assumed or
assigned. Accordingly, the Debtor is asking more time form the
Court for it to arrive a reasoned decision with respect to the
assumption or rejection of the unexpired leases.

Trico Steel Company, LLC filed for chapter 11 protection on
March 27, 2001 in the U.S. Bankruptcy Court for the District of
Delaware. Edward J. Kosmowski, Esq. and Michael R. Nestor, Esq.
at Young Conaway Stargatt & Taylor represent the Debtors in
their restructuring effort.


TRITON NETWORK: Settles Musolina Lawsuit With $3.7M Cash Payment
----------------------------------------------------------------
Triton Network Systems, Inc. has settled a lawsuit with a
shareholder, Frank Musolino, resulting in a cash payment to the
shareholder of $3.65 million. The lawsuit claimed the Company
interfered with the shareholder's alienability of Company common
stock following the Company's initial public offering in July
2000. The shareholder filed the action seeking damages in the
Circuit Court of the Thirteenth Judicial Circuit of the State of
Florida, Hillsborough County Civil Division in December 2000.
Following the court's decision to grant summary judgment in
favor of the shareholder with respect to certain of his claims,
and after commencing a jury trial, the Company agreed to the
settlement. The case was dismissed with prejudice. The Company
is actively seeking reimbursement for the settlement payment
from third parties, including the Company's insurance carrier.
Although there can be no assurance, it is the Company's belief
that it should be able to recover a portion of these settlement
costs from these third parties.


USOL HOLDINGS: Negotiating with Senior Lender to Cure Defaults
--------------------------------------------------------------
USOL Holdings, Inc. (Nasdaq: USOL, USOLW), a provider of
entertainment, communications and technology solutions to
owners, operators and residents of multi-family communities
(MDUs), released results for its fourth quarter and fiscal year
ended December 31, 2001.

Fourth quarter revenue advanced 42% to $3,987,597 versus revenue
of $2,810,340 in the fourth quarter last year. The Company
reduced its fourth quarter EBITDA losses by 65%, or $2.1
million, to $1,226,496 versus EBITDA losses of $3,330,774 in the
fourth quarter of last year. Net loss for the fourth quarter was
$3,638,247, which represents a bottom-line improvement of more
than $6 million when compared with a net loss of $9,655,329
reported for the comparable quarter last year. Pro-forma loss
attributable to common stockholders, which is comprised of net
loss plus preferred stock dividends, was $4,738,227, or 36 cents
per share, versus a loss attributable to common stockholders of
$10,765,329, or $1.34 per basic and diluted share, in the
previous fourth quarter.

For the full fiscal year, revenue increased 42% to $14,529,936
versus $10,237,683 in 2000.  EBITDA losses decreased 46% to
$4,710,477 compared with EBITDA losses of $8,768,355 in 2000.
Net loss was $10,530,127 compared with a net loss of $22,573,783
for the prior year.  Pro-forma loss attributable to common
stockholders was $14,946,067, or $1.43 per basic and diluted
share, compared with a loss of $27,013,783, or $3.50 per basic
and diluted share in 2000.

Management attributed the revenue growth to a significant
increase in residential units receiving cable, phone and
Internet services from the Company's USOL Inc. subsidiary, which
does business as U.S. OnLine. Subscriber counts at the end of
2001 were up 22% versus prior-year figures, while passings
(units capable of receiving an individual service) were up 52%
year over year. The reduced net loss between 2001 and 2000 is
primarily attributable to the increase in revenues combined with
initiatives put in place by U.S. OnLine's new senior management
to better leverage the business's existing corporate
infrastructure.  Additionally, the Company's subsidiary,
TheResidentClub, Inc. ("TRC") recorded a third-quarter gain of
approximately $5.9 million after its contract to develop a
private labeled Internet site for GMAC Mortgage Corporation
("GMACM") was terminated by GMACM. The termination of TRC's
operations and elimination of its operating expenses, also
helped reduce net losses during 2001.

"Fiscal 2001 was a milestone year in the strategic development
of USOL Holdings," said Jim Livingston, President and CEO.
"While we are very pleased with our revenue growth and EBITDA
improvements, our most notable accomplishments were the steps we
took to strengthen our core operations, improve efficiencies and
position the Company for accelerated financial growth.  We
believe 2002 has the potential to be an excellent year for
USOL."

Livingston, who directs a new management team that was put in
place midway through last year, cited some of the key
developments that took place in 2001, including:

   -- Improved operational efficiencies, which resulted in an
almost 20% reduction in operating costs as a percentage of
revenues for U.S. OnLine

   -- The strengthening of the Company's balance sheet through a
sale of selected assets to Grande Communications, Inc.

   -- Initiation of a long-term strategic marketing agreement
between U.S. OnLine and Grande Communications, Inc.

   -- The restructuring of the Company's preferred stock dividend
feature resulting in an anticipated long-term reduction of
common stock dilution

   -- Establishment of a strategic partnership with WSNet for a
digital cable television offering to thousands of customers in
several of U.S. OnLine's target markets

"As we have stated previously, we have the resources and the
capacity within our infrastructure to layer on new enterprises,"
Livingston said.  "The fallout in the telecommunications sector
has given companies with access to capital the opportunity to
acquire strategic assets at very attractive valuations.  We are
encouraged by the progress we are making in our pursuit of these
opportunities."

Subsequent to its fiscal year end, U.S. OnLine acquired the
cable television rights to 5,600 residential units in the
Pacific Northwest.  The transaction, which involved assets
formerly owned by Global Interactive Communications, more than
doubled U.S. OnLine's presence in one of the Company's key
target markets, and it represented the first step in a new
acquisition strategy designed to accelerate the Company's
growth.

"Our primary objective for 2002 is to rebuild shareholder
value," Livingston said.  "While the past two years have been
difficult for everyone in our industry, including USOL and our
shareholders, we believe that we provide a compelling offering
to the residential marketplace and the demand for our services
will continue to grow.  As one of the leading providers of
residential communications and entertainment technologies, we
intend to benefit from that growth."

Management also said USOL is not currently in compliance with
certain covenants contained in its senior credit facility and it
expects the Company will not meet the same covenants for the
first and second quarters of 2002. For this and other reasons
associated with USOL's current borrowing capacity, which are
described in more detail in the Company's Form 10-KSB, the
Company has received a "going concern" opinion in its Report of
Independent Public Accountants.  Management said it is currently
working with the holder of its credit facility to amend the
covenants and to resolve both existing and projected covenant
violations.  This process has been delayed as a result of the
Company's current negotiations to acquire certain assets that
would also require bank approval and an amendment.  Management
expects to obtain a waiver and amend the covenants as part of
the required approval of this transaction; however, if the
Company is not successful in completing this acquisition, then
management expects to separately proceed with obtaining the
necessary waiver and amendment for the covenant violations.
There is no assurance, however, that regardless of the success
in completing the acquisition that management will be able to
obtain the necessary waiver and amendments.

"We are currently working on an acquisition that is ideally
aligned with our previously discussed strategy," Livingston
said.  "Unfortunately, the timing and potential outcome of these
negotiations have kept us from moving forward with our lenders
on an amended credit agreement since the results of our
acquisition efforts will affect the structure of the amendment.
We hope to finalize our acquisition negotiations in the near
term, and regardless of the outcome, we hope to receive the
necessary amendment to the credit facility shortly thereafter."

USOL Holdings is a leading provider of integrated
telecommunications and entertainment services to the residential
real estate industry.  Its subsidiary, U.S. OnLine, provides
local and long distance telephone services, cable television and
high-speed Internet access, in a single package at competitive
prices, all with the convenience of a single monthly invoice to
residents of MDUs.  U.S. OnLine provides its services to more
than 180 MDU communities in seven major markets -- Austin,
Dallas/Ft. Worth, Denver, Houston, San Antonio, Washington, D.C.
and the Pacific Northwest -- and currently serves several of the
largest owners in the country including Amli Residential,
Simpson Housing and Gables Residential.


VALEO ELEC: Reaches Tentative Labor Accord With IUE-CWA 509
-----------------------------------------------------------
Valeo Electrical Systems Inc. (VESI) announced that it has
reached a tentative agreement with IUE-CWA Local 509 on
amendments to the union's current labor contract. The agreement
is subject to approval by bargaining unit employees, who are
scheduled to vote on ratification on May 5.

Commenting on the agreement, VESI executive vice president and
general manager, Rochester site, Walter Kneuer said "This
agreement, which has been approved by a unanimous vote of Local
509's executive board, represents an opportunity to secure a
viable future for VESI in Rochester. An approval by the
bargaining unit employees will keep us on track to emerge from
Chapter 11 by 2003."

VESI filed for Chapter 11 on December 14, 2001 to protect its
operations in the face of its difficult competitive situation.
The company indicated that, pending the ratification vote by the
bargaining unit employees, VESI and Local 509 have agreed not to
provide public comment on the details of this tentative
agreement.

VESI manufactures automotive wiper and airflow systems, motors
and other components in North America for sale to car and truck
manufacturers, component suppliers and other customers. VESI's
manufacturing operations are primarily located in a facility in
Rochester. It is a subsidiary of Valeo SA, an independent
industrial Group fully focused on the design, production and
sale of components, integrated systems and modules for cars and
trucks. Valeo ranks among the world's top automotive suppliers.


VELOCITA: Obtains 2nd Waiver of Potential Loan Covenant Defaults
----------------------------------------------------------------
Velocita Corp., a national broadband networks provider,
announced that it has reached agreement with a consortium of
banks for a second waiver of certain financial covenants in the
company's credit agreement. The additional waiver extends
through April 30, 2002.

The original agreement between Velocita and the banks, announced
March 28, provided for the waiver of certain financial covenants
through April 15, 2002. The second waiver continues to require
Velocita to comply with its other covenants in the credit
agreement and forego further borrowing under the credit
agreement and limits the ability to make certain restricted
payments to its affiliates.

During the additional waiver period, Velocita will continue
discussions with its bank lenders regarding modification of the
terms of its credit agreement.  In addition, Velocita will
continue to explore strategic relationships and alternatives.
If, at the end of the waiver period, the company has not
obtained an amendment to, or a waiver under, the credit
agreement, the company will be in default with respect to
certain financial covenants under the credit agreement. The
Company is unable to predict when or if it will be able to
obtain the necessary modifications of its credit agreement from
its banks, or whether the banks will at any point pursue any
or all remedies available to them.

Velocita Corp. (http://www.velocita.com),based in the greater
Washington, D.C. area, is a broadband networks provider serving
communications carriers, Internet service providers, and
corporate and government customers. Founded in 1998 as a
facilities-based provider of fiber optic communications
infrastructure, Velocita has agreements with AT&T to construct
approximately half of AT&T's nationwide fiber optic network.
These construction agreements with AT&T serve as the foundation
for Velocita, formerly known as PF.Net, to grow and expand its
own network, as well as add service offerings.  Cisco Systems
provides all optical and IP equipment to power Velocita's
network.

At September 30, 2001, the company's balance sheet showed a
total shareholders' equity deficit of $129 million.


WASH DEPOT: Committee Seeks Extension of Shared Exclusivity
-----------------------------------------------------------
The Official Committee of Unsecured Creditors on the chapter 11
cases of Wash Depot Holdings, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware for an extension, through
June 29, 2002, of the period during which both the Committee and
the Debtors will have a shared exclusive right to file a Chapter
11 plan and through August 28, 2002, of the exclusive period for
soliciting acceptances of a plan.

The Committee has made material progress in the solicitation of
interest from prospective buyers with regard to the assets of
the Debtors. The contemporaneous pursuit of a plan of
reorganization by both the Committee and the Debtors is the most
efficient procedural framework to allow for the confirmation of
a plan of reorganization which maximizes the value of the
Debtors' estates and produces the best return to creditors.

The Committee is hopeful that the Debtors can make modifications
to the Regency Term Sheet as to make that proposal acceptable to
the Committee and the Lenders. The Committee urges the Debtors
and Regency to constructively respond to the issues hindering
consensus on the filing of a confirmable plan.

Wash Depot Holdings, Inc. -- which provides car washing services
-- filed for chapter 11 protection on October 1, 2001. Michael
R. Lastowski, Esq. at Duane, Morris & Heckscher LLP and Daniel
C. Cohn, Esq. at Cohn, Kelakos, Khoury, Madoff & Whitesell LLP
represent the Debtors in their restructuring efforts.


WILLCOX & GIBBS: Court OKs Belfint Lyons' Retention As Auditors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the retention of Belfint, Lyons & Shuman, PA. as auditors for
Willcox & Gibbs, Inc. and its debtor-affiliates.

The Debtors have begun the process of liquidating their assets
and winding down their businesses. In this connection, the
Debtors will be terminating their qualified retirement plan.

Belfint Lyons agrees to:

      a) audit the statement of net assets available for benefits
         of the Debtors' 401(k) Plan as of December 31, 2000 and
         the related statement of changes in net assets available
         for benefits for the year ended December 31, 2000,
         including supplemental schedules;

      b) test the documentary evidence supporting the
         transactions recorded in the participant accounts and
         the valuation of financial statement accounts; and

      c) examine evidence supporting the amounts and disclosures
         in the financial statements to reasonably assure that
         the statements are free from material misstatement of
         facts with respect to the Debtors' 401(k) Plan.

Belfint Lyons' procedures include tests of documentary evidence
supporting the transactions recorded in the participant accounts
and direct confirmation of investment balances.

The Debtors will compensate Belfint Lyons on its customary
hourly rates:

      a) Michael D. Wollaston     $240 per hour
      b) Maria T. Hurd            $125 per hour
      c) Scott Stephan            $80 per hour
      d) Gina Johnston            $80 per hour
      e) Edie Hazeldine           $55 per hour
      f) Mary Blackwell           $55 per hour
      g) Leota Crum               $55 per hour
      h) Susan Reist              $55 per hour
      i) Diane B. Geist           $50 per hour

Through the operations of six principal business units, Willcox
& Gibbs, Inc.'s business activities consist of the distribution
of certain replacement parts, supplies and ancillary equipment
to the apparel and other sewn products industry. The Company
filed for chapter 11 protection on August 6, 2001 in the U.S.
Bankruptcy Court for the District of Delaware. Edwin J. Harron,
Esq. and Brendan Linehan Shannon, Esq. at Young, Conaway,
Stargatt & Taylor represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $36,393,000 in assets and $29,994,000 in
debts.


ZANY BRAINY: Wants to Close Affiliates' Chapter 11 Cases
--------------------------------------------------------
Zany Brainy and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for final decrees and orders
closing its five debtor-affiliates' Chapter 11 cases:

      Noodle Kidoodle, Inc. dba Zany Brainy     01-1744
      Zany Brainy Direct, LLC                   01-1745
      Children's Distribution, LLC              01-1746
      Children's Products, Inc.                 01-1747
      Children's Development. Inc.              01-1748

Pursuant to the Plan and the Confirmation Order, all remaining
assets and liabilities of the Debtors' estates have been merged
into the Debtors' main operating company, Zany Brainy, Inc.

The Debtors' Chief Liquidating Offices is currently in the
process of dissolving each of the remaining Debtors under the
applicable state law. Because these entities will no longer
exist and all claims and rights/obligations of the remaining
Debtors have been consolidated, there is no reason for these
cases to remain active, the Debtors explain.

Zany Brainy, Inc. -- a retailer of toys, games, books and
multimedia products for kids -- filed for chapter 11 protection
on May 15, 2001. Mark D. Collins, Esq. and Daniel J.
DeFranceschi, Esq. at Richards Layton & Finger, P.A. represent
the Debtors.  When the Company filed for protection from its
creditors, it listed $200,862,000 in assets and $131,283,000 in
debts.


* David Kurtz Joins Lazard as Managing Director
-----------------------------------------------
David S. Kurtz has joined Lazard as a managing director.  Mr.
Kurtz previously served as a partner in the Corporate
Restructuring Department of Skadden Arps Slate Meagher & Flom,
LLP's Chicago office.  Mr. Kurtz will be based out of Lazard's
Chicago office.

Lazard, through its restructuring group, is the leading
investment bank providing financial advisory services to
troubled companies around the world. Among the firm's
restructuring clients are Owens Corning, Armstrong World
Industries, Kaiser Aluminum, Fruit of the Loom, Loews Cineplex
Entertainment, 360networks, Formica, and National Steel.
Lazard's European clients include Marconi and United Pan-Europe
Communications.  Lazard's Asian clients include Daewoo and
Hyundai Engineering & Construction, and Anaconda Nickel in
Australia.

Kenneth Jacobs, Deputy Chairman of Lazard and Head of Lazard in
the United States, said, "David is one of the finest corporate
restructuring and bankruptcy advisors in the nation.  He will be
a strong addition to Lazard and our restructuring practice."

Barry Ridings and Terry Savage, co-heads of Lazard's
restructuring group said, "Over the years we have had the
pleasure of working with David, and he has provided astute legal
counsel and advice to his clients in complex reorganizations and
restructurings.  We are pleased David is now shifting his focus
and creativity to the financial advisory side of restructurings
here at Lazard."

Mr. Kurtz said, "Lazard has an ideal platform for today's
restructuring work -- increasingly dominated by cross-border
complexities, multinational creditors and merger and acquisition
solutions.  I look forward to being part of Lazard's financial
advisory team and building upon the experience I gained after 22
years as an attorney."

Mr. Kurtz has served as lead company counsel in several of the
largest corporate restructurings of the past decade, including
McLeodUSA, Polaroid, Safety-Kleen, ICG Communications,
Montgomery Ward, Trans World Airlines, Washington Group
International, Favorite Brands International, Philip Services
and Tokheim.

Mr. Kurtz, 47, was named by "The American Lawyer" magazine as
its "Bankruptcy Dealmaker of the Year 2000."  Mr. Kurtz received
a B.A. from Case Western Reserve University and a J.D. from Case
Western Reserve University School of Law.

Lazard, the world's preeminent advisory investment bank, is
present in 15 countries throughout the world.  Lazard provides
international financial advisory services and global transaction
execution to corporations, partnerships, institutions,
governments, and individuals.  Services include mergers and
acquisitions, restructurings, asset management, capital markets
execution, real estate investment banking, and alternative
investment management.


* Meetings, Conferences and Seminars
------------------------------------
March 20-23, 2002
    TURNAROUND MANAGEMENT ASSOCIATION
       Spring Meeting
          Sheraton El Conquistador Resort & Country Club
          Tucson, Arizona
             Contact: 312-822-9700 or info@turnaround.org


March 21, 2002
    CROSSROADS LLC
       Thought Leadership Seminar - Hospitality Industry
          The Harmonie Club, 4 East 60th St., New York, NY
             Contact: 212-421-1100 x 12 or seminars@xroadsllc.com


April 11-14, 2002
    COMMERCIAL LAW LEAGUE OF AMERICA
       72nd Annual Chicago Conference
          Westin Hotel, Chicago, Illinois
             Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/


April 11-14, 2002
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton, Las Vegas, Nevada
             Contact:  770-535-7722 or Nortoninst@aol.com


April 18-21, 2002
    AMERICAN BANKRUPTCY INSTITUTE
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org


April 25-27, 2002
    ALI-ABA
       Fundamentals of Bankruptcy Law
          Rittenhouse Hotel, Philadelphia
             Contact:  1-800-CLE-NEWS or http://www.ali-aba.org


April 28-30, 2002
    COMMERCIAL LAW LEAGUE OF AMERICA
       4th International Conference
          Jurys Ballsbridge Hotel -  The Towers, Dublin, Ireland
             Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/


May 13, 2002 (Tentative)
    AMERICAN BANKRUPTCY INSTITUTE
       New York City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org


May 15-18, 2002
    ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
       18th Annual Bankruptcy and Restructuring Conference
          JW Mariott Hotel Lenox, Atlanta, GA
             Contact: (541) 858-1665 Fax (541) 858-9187 or
             aira@airacira.org


May 24-27, 2002
    COMMERCIAL LAW LEAGUE OF AMERICA
       54th Annual New England Meeting
          Cranwell Resort and Gold Club, Lenox, Massachusetts
             Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/


May 26-28, 2002
    INTERNATIONAL BAR ASSOCIATION
       International Insolvency 2002 Conference
          Dublin, Ireland
             Contact: Tel +44 207 629 1206 or member@int-bar.org
             or http://www.ibanet.org


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


                           *********


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

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

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

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

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

                           *********

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

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

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

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

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

                      *** End of Transmission ***