T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 22, 2002, Vol. 6, No. 78 Headlines AGRIFOS FERTILIZER: Seeks to Stretch Exclusive Period to May 13 AIR CANADA: Airline Compensation Program Claim Reduced to $60MM ALLIED HOLDINGS: Holding Annual Shareholders' Meeting on May 22 AMC ENT.: Re-Branding Newly-Owned GC Companies As AMC Theatres ANC RENTAL: Names Travis Tanner As Sr. VP for Sales & Marketing APPLIED DIGITAL: May Liquidate MAS Shares If Unable To Pay IBM APPLIEDTHEORY: Case Summary & 20 Largest Unsecured Creditors APPLIEDTHEORY: FASTNET Submits Offer to Purchase Network Assets BORDEN CHEMICALS: Completes Sale of Illiopolis Plant to Formosa BROADWING INC.: Legg Mason Discloses 10.01% Equity Stake BURLINGTON INDUSTRIES: Wants To Hire Yantek as Lease Consultant COMDIAL: Sets Annual Shareholders' Meeting on May 17 in Florida COMDISCO: Promises to File its Plan by April 30 COMDISCO: Court Gives Go Ahead For Sale of IT, Healthcare Assets CONSECO INC.: Issues Final Results Of Bond Exchange Offer COVANTA ENERGY: US Trustee Appoints Unsec. Creditors' Committee DIGITAL TELEPORT: Set To Emerge From Bankruptcy Before Year-End DLJ MORTGAGE: S&P Assigns D Rating on 1997-CF1 Class B-3 Certs. DOBSON COMMS: Reports Q1 Postpaid Subscriber Additions of 81,800 ENRON: Court OKs Kaye Scholer's Retention As Examiner's Counsel EPICOR SOFTWARE: Shareholders To Meet On May 14 In Irvine, CA E-SYNC: CRC Withdraws Notice of Default And Demand for Payment EXIDE TECHNOLOGIES: Engages Kirklad & Ellis as Lead Counsel GRAPES COMMUNICATIONS: Files Pre-Packaged Chapter 11 Plan in NY GRAPES COMMS.: Case Summary & 20 Largest Unsecured Creditors HMG WORLDWIDE: Secures Exclusive Period Extension to June 19 ITC DELTACOM: Negotiating With Sr. Lenders To Restructure Debt IT GROUP: The Shaw Group Wins Bid for Substantially All Assets INTEGRATED HEALTH: Sells APS Interests To Bioservices for $12MM JUNIPER CBO: Fitch Puts CC Rated Class B-2 Notes on Watch Neg. JWS CBO: Fitch Places BB- Rated Class D Notes On Watch Negative JOBS.COM: TMP Worldwide Acquires Rights To URL and Trademark KAISER ALUMINUM: Five Retirees Seek Recognition Under Sec. 1114 KMART: FL Labor Department Wants Court to Lift Automatic Stay KOMAG INC: Debtor Reports Improved Financial Results for Q1 2002 LINDSEY MORDEN: S&P Withholds Ratings After Q1 Loss Announcement NMHG HOLDING: S&P Rates Proposed $250M Sr. Unsecured Notes At B+ NATIONSRENT INC.: FINOVA Moves for Adequate Protection Package NETWORK COMMERCE: Taps Moss Adams to Replace Andersen as Auditor NEW ENERGY TRADING COMPANY: Voluntary Chapter 11 Case Summary NEW ORLEANS AIRPORT MOTEL: Voluntary Chapter 11 Case Summary ORA ELECTRONICS: Seeks Bankruptcy Protection in San Fernando, CA ORA ELECTRONICS INC: Voluntary Chapter 11 Case Summary OUTSOURCING SERVICES: S&P Affirms B Rating, Outlook Is Negative PACIFICARE: Lenders Agree to Extend Credit Maturity Date To 2005 PACIFIC GAS: Gets Court Approval To Assume 4 Siemens Contracts POLAROID CORP: Obtains Okay To Continue Employee Severance Plan POLAROID: Signs Definitive Agreement with One Equity Partners PROVIDIAN FINANCIAL: March Net Credit Loss Rate Pegged at 17.64% RADA ELECTRONIC: Fails To Comply With Nasdaq's Listing Standards ROMARCO MINERALS: Acquires 2.3 Mil Share Interest in Pocketop SAFETY-KLEEN CORP.: Outsourcing DP & Accounts Payable to EDS SOFTLOCK.COM: Files Chapter 11 Petition in Massachusetts SOFTLOCK.COM INC: Case Summary & 20 Largest Unsecured Creditors SUMMIT CBO I: S&P Places BB- Class B Notes Rating on Watch Neg. SUPERVALU INC: Sets Shareholders' Meeting on May 30 at Missouri US AIRWAYS: Records $269 Million First Quarter Net Loss VANTAGEMED: Seeks Review Of Nasdaq Delisting Determination VECTOUR: Court Okays Golden Touch Sale to Non-Debtor Affiliate VIZACOM INC: Reports $3.6MM Working Capital Deficit at Year-End WASTE SYSTEMS: Secures OK to Stretch Plan Exclusivity to July 31 WESTERN RESOURCES: Fitch Downgrades Ratings To Low-B Levels WESTPOINT STEVENS: $773MM Balance Sheet Insolvency at Mar. 31 WINSTAR: Wants Money.net to Pay $1.08 Mil for Services Rendered XEROX: S&P Puts Low-B Ratings on Watch Over Renegotiation Deal BOND PRICING: For the Week of April 22 - 26, 2002 ********* AGRIFOS FERTILIZER: Seeks to Stretch Exclusive Period to May 13 --------------------------------------------------------------- Agrifos Fertilizer LP and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas for a fifth extension of their exclusive periods. The Debtors want their exclusive period to file a plan of reorganization extended through May 13, 2002 and their exclusive period to obtain acceptances of that plan to run through July 11, 2002. A hearing is currently scheduled on April 29, 2002. The Debtors relate that they have been in negotiations with their Creditors' Committee regarding the treatment of the various classes in the Debtors' proposed plans. The Debtors expect that the requested extension would afford them the time they need to agree and amend the plans at the Committee's request. The Debtors believe that the extension will preserve vendor confidence and encourage vendors to continue doing business with Agrifos on favorable terms. The Debtors further add that termination of their exclusivity at this point will definitely harm the on-going discussions with multiple parties regarding possible acquisition or investment on the their business. Agrifos Fertilizer LP together with affiliates, are producers of phosphate fertilizers that operate a 600,000 thousand ton per year phosphate fertilizer processing plant in Pasadena, Texas and a 1.2 million ton per year phosphate rock mine located in Nichols, Florida. The Company filed for chapter 11 protection on May 8, 2002. Christopher Adams, Esq. and H. Rey Stroube, III, Esq. at Akin, Gump, Strauss, Hauer & Feld, LLP represent the Debtors in their restructuring efforts. AIR CANADA: Airline Compensation Program Claim Reduced to $60MM --------------------------------------------------------------- Air Canada was advised that its claim under the Airline Compensation Program for losses incurred as a result of the closure of Canadian airspace in the days following the terrorist attacks on September 11 has been reduced to approximately $60 million despite initial estimates of approximately $100 million. The interpretation of the program's criteria by the Auditor General and Transport Canada excludes lost revenue from ticket sales during the September 11 to 16, 2001 period for flights subsequent to September 16. As a result, Air Canada will take a charge of approximately $37 million against non-operating expense in its First Quarter 2002 results. Air Canada's operating fundamentals remain as previously disclosed with an expectation of returning to profitability over the seasonally stronger quarters. ALLIED HOLDINGS: Holding Annual Shareholders' Meeting on May 22 --------------------------------------------------------------- The annual meeting of shareholders of Allied Holdings, Inc. will be held at the Conference Center, Decatur Holiday Inn, 130 Clairemont Avenue, Decatur, Georgia 30030 on May 22, 2002 at 10:00 a.m., local time, for the following purposes: 1. To elect three directors for terms ending in 2005; 2. To amend the Company's amended and Restated Long Term Incentive Plan (the "LTI Plan") to increase the number of shares subject to the LTI Plan by 500,000 shares; and 3. To take action on whatever other business may properly come before the meeting. Only holders of record of common stock at the close of business on March 26, 2002 will be entitled to vote at the meeting. Allied is the largest North American motor carrier specializing in the transportation of new and used automobiles and light trucks. Descendants of founder Guy Rutland Sr. own 31% of Allied. As previously reported in the March 5, 2002 issue of the Troubled Company Reporter, Standard & Poor's on affirmed its 'B' corporate credit rating on automobile transporter Allied Holdings Inc., and at the same time, removed the ratings from CreditWatch. The action reflects Allied Holdings' announcement that it has refinanced an unrated $230 million revolving credit facility and $40 million in unrated subordinated debt. AMC ENT.: Re-Branding Newly-Owned GC Companies As AMC Theatres -------------------------------------------------------------- As previously reported, as of January 15, 2002 AMC Entertainment Inc. entered into a definitive stock purchase agreement to acquire all of the stock of GC Companies, Inc. pursuant to a plan of reorganization sponsored by AMC. The plan of reorganization received the requisite approval of each class of creditors and shareholders whose vote on the plan was required for approval, and on March 18, 2002 the bankruptcy court entered its order confirming the modified first amended plan of reorganization. On March 29, 2002 the plan became effective and AMC completed its acquisition of GC Companies, Inc. The purchase price of approximately $167 million (net of $6.5 million from the sale of GC Companies' portfolio of venture capital investments on the effective date) includes anticipated cash payments of $71.3 million, $72.9 million of AMC's 9 1/2% senior subordinated notes due 2011 and $29.3 million of its common stock, or 2.4 million shares based on a price under the plan of $12.14 per share (the average closing price per share for the 15 trading days prior to the effective date of the plan). AMC used (or will use) available cash from its recent sales of senior subordinated notes and common stock for the cash payments under the plan of reorganization. To date, it has issued $72.9 million of its senior subordinated notes and 386,602 shares of its common stock and paid $47.7 million in cash to creditors of GC Companies. The purchase price is based on current estimates of the amount of "deduction claims" under the plan. The exact purchase price will not be determinable until all disputed claim amounts are resolved, which may take 90 days or more after the effective date of the plan to occur. Under the plan, an increase in the amount of deduction claims, which are paid in cash, will reduce the amount of common stock AMC issues to unsecured creditors, and vice versa. Although the purchase price should not change materially as a result of the resolution of disputed claims, the ultimate amount of cash and common stock components may vary from current estimates. The remaining shares of common stock issuable to unsecured creditors under the plan, currently estimated to be approximately 2.0 million shares, are not to be distributed until 90 days after the effective date. On the effective date of the plan, GC Companies and its subsidiaries operated 66 theatres with 621 screens in the United States, and had a 50 per cent interest in a joint venture that operates nine theatres with 87 screens in Argentina, six theatres with 50 screens in Chile, a theatre with 15 screens in Brazil and a joint venture with an eight-screen theatre in Uruguay. On the effective date of the plan, all of the operating domestic theatre subsidiaries of GC Companies were merged into GC Companies, Inc. and it was renamed AMC-GCT, Inc. Efforts are underway to re-brand the newly acquired U.S. complexes as AMC Theatres, and AMC expects the process to be completed by Memorial Day. AMC has no near-term plans for closing any of the former GC theatres prior to their lease expiration dates. Prior to the acquisition, there were no material relationships between GC Companies and AMC or any of AMC's affiliates, any of its directors or officers or any of their associates. AMC is the largest movie exhibitor in the U.S. based on revenue and the second-largest based on screen count. It has one of the industry's most modern theater circuits due to its rapid expansion and consistent disposition activity since 1995. A charitable trust created after the death of former CEO Stanley Durwood owns 17% of AMC but controls 66% of the voting power. AMC is currently not liquid with the September 27, 2001 balance sheet posting current assets of about $106.3 million and current liabilities of $199.7 million. DebtTraders reports that AMC Entertainment Inc.'s 9.500% bonds due 2009 (AMC1) are quoted between 99.5 and 101. See http://www.debttraders.com/price.cfm?dt_sec_ticker=AMC1for real-time bond pricing. ANC RENTAL: Names Travis Tanner As Sr. VP for Sales & Marketing --------------------------------------------------------------- ANC Rental Corporation, the owner of Alamo Rent A Car and National Car Rental, announced that Travis Tanner will join ANC as Senior Vice President, Sales & Marketing. "The appointment of Travis confirms our strong belief that we will successfully manage through our current situation and that our future is bright," said Lawrence Ramaekers, CEO, President and COO of ANC. "We expect to emerge from bankruptcy as a $3 billion corporation. Travis has the skills and experience to help us lead that kind of company." A native of Gulfport, Mississippi, Mr. Tanner launched his career at Republic Airlines (now Northwest Airlines) in 1972. After 12 years he left that company for the first of two stints with Carlson Travel Group. He rose to CEO of Carlson, which he merged with Wagonlit Travel to form the first truly global travel company. After 6 years at the helm, Mr. Tanner left Carlson Wagonlit to form his own company, Grand Expeditions, Inc. Today GEI is one of the premier upscale tour operators in North America. Between stints at Carlson Travel, Mr. Tanner simultaneously held three positions at Walt Disney Attractions: President of Walt Disney Travel Company, Executive VP of Resorts and Senior VP of Sales. "This is a tremendous opportunity for me to join a group of very bright people, who have a consistent vision of success," said Tanner. "I look forward to helping build ANC into the leading car rental company in the world." ANC Rental Corporation, headquartered in Fort Lauderdale, is one of the world's largest car rental companies with annual revenue of approximately $3.2 billion in 2001. Parent company of Alamo and National, the corporation operates in over 3,000 locations in 69 countries. Its more than 17,000 associates serve customers worldwide with an average daily fleet of approximately 271,000 automobiles. APPLIED DIGITAL: May Liquidate MAS Shares If Unable To Pay IBM -------------------------------------------------------------- Effective March 27, 2002, Applied Digital Solutions, Inc., entered into an Agreement and Plan of Merger with its wholly owned subsidiary, Digital Angel Corporation, Medical Advisory Systems, Inc. (MAS) and Digital Angel Acquisition Co., a wholly- owned subsidiary of Medical Advisory Systems. Prior to this transaction, Applied Digital Solutions was a 16.6% beneficial owner of Medical Advisory Systems. Pursuant to the merger agreement, Applied Digital Solutions contributed to Medical Advisory Systems its Advanced Wireless Group, which consisted of 100% of the outstanding common stock of Digital Angel and Timely Technology Corp. and 85% of the outstanding common stock of Signature Industries, Limited. On the effective date of the merger, each share of Digital Angel common stock owned by Applied Digital was converted into 0.9375 shares of Medical Advisory Systems common stock, or 18,750,000 shares of Medical Advisory Systems common stock. In satisfaction of a condition to the consent of the merger by Applied Digital's lender, IBM Credit Corporation, Applied Digital transferred to a Delaware business trust controlled by an advisory board all of the Medical Advisory Systems common stock owned by it and, as a result, the trust has legal title to approximately 74.45% of the Medical Advisory Systems common stock, after giving effect to the exercise of options to acquire shares of Digital Angel Corporation common stock exercised prior to the merger. The trust has voting rights with respect to the Medical Advisory Systems common stock until Applied Digital's obligations to IBM Credit Corporation are paid in full. Applied Digital has retained beneficial ownership of the shares. The trust may be obligated to liquidate the shares of Medical Advisory Systems common stock owned by it for the benefit of IBM Credit Corporation in the event Applied Digital fails to make payments to IBM Credit Corporation beginning on February 28, 2003, or otherwise defaults, under the IBM credit agreement. Such liquidation of the shares of Medical Advisory Systems common stock will be in accordance with the Securities and Exchange Commission's rules and regulations governing affiliates. Applied Digital Solutions is an advanced digital technology development company that focuses on a range of early warning alert, miniaturized power sources and security monitoring systems combined with the comprehensive data management services required to support them. Through its Advanced Wireless unit, the Company specializes in security-related data collection, value-added data intelligence and complex data delivery systems for a wide variety of end users including commercial operations, government agencies and consumers. Applied Digital, as of September 30, 2001, reported a working capital deficit of about $59.2 million. APPLIEDTHEORY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: AppliedTheory Corporation 1500 Broadway New York, New York 10036 Bankruptcy Case No.: 02-11868 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- AppliedTheory Colorado Corporation 02-11869 AppliedTheory California Corporation 02-11870 AppliedTheory Seattle Corporation 02-11871 AppliedTheory Virginia Corporation 02-11872 AppliedTheory Austin Corporation 02-11873 AppliedTheory Georgia Corporation 02-11874 Type of Business: The Debtors provide internet service for business and government, including direct internet connectivity, internet integration, web hosting and management service. Chapter 11 Petition Date: April 17, 2002 Court: Southern District of New York (Manhattan) Judge: Robert E. Gerber Debtors' Counsel: Joshua Joseph Angel, Esq. Leonard H. Gerson, Esq. Angel & Frankel, P.C. 460 Park Avenue New York, New York 10022-1906 (212) 752-8000 Fax : (212) 752-8393 Total Assets: $81,866,000 Total Debts: $84,128,000 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Fleet Bank $7,500,000 David Kavney Clinton Square Syracuse, New York 13221 (315) 426-4343 Verizon $2,397,096 Mark McQueeney 280 Genesee Street, Floor 1 Utica, New York 13502 (315) 448-2017 U.S. Sprint Communications Co. $1,327,518 Richard Jenks 100 Meridian Centre Blvd. Suite 220 Rochester, New York 14618 (716) 242-7418 AT&T $506,824 Edmund Beek 65 Wolf Road Albany, New York 12205 (612) 376-6011 Alta Vista Company $474,000 P.O. Box 7247-8859 Philadelphia, Pennsylvania 19170-8859 Broadwing Communications $246,465 Time Square Studios Ltd. $228,937 Time Warner Telecom $227,357 Mythics, Inc. $171,776 Blue Cross Blue Shield of CNY $138,070 Pacific Bell $114,500 WorldCom/ MFS Telecom, Inc./ Intermedia Communications/ MCIWorldCom $109,134 XO Communications, Inc. $98,890 Benaroya Capital $94,369 Cablevisio n/Light Path $90,321 IBM Corporation $82,137 Grant Thornton, LLP $76,297 Sun Microsystems $67,517 Axis Computer Staffing $57,294 Tobin Associates $55,982 APPLIEDTHEORY: FASTNET Submits Offer to Purchase Network Assets --------------------------------------------------------------- FASTNET Corporation (Nasdaq: FSST), a leading provider of comprehensive Internet solutions, including broadband connectivity, web hosting, colocation, managed services, and eSolutions, announced the agreement to purchase the Internet access and network assets of AppliedTheory (Nasdaq: ATHY) as part of AppliedTheory's voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy code. The agreement is subject to a number of closing conditions, including approval by the U.S. Bankruptcy Court of certain bidding and auction procedures, and the satisfactory results of FASTNET's due diligence review of the Internet access business assets of AppliedTheory. FASTNET Corporation, headquartered in Bethlehem, PA, has facilities located throughout the Mid-Atlantic Region, providing high-performance, dedicated and reliable Internet service to businesses of all sizes. Through private, redundant peering arrangements with the national IP backbone carriers, the Company is able to maintain the level of reliability of service that today's business customer demands, as well as superior and personalized customer care. In addition to business class high-speed Internet connectivity, FASTNET also provides wireless Internet connectivity, security consulting, virtual private network (VPN) design and implementation, managed hosting, managed firewall services, web design and application services, e-commerce site development, colocation, content streaming, and dial-up Internet access for residential customers and mobile workers. The Company's Common shares are listed on the Nasdaq National Market under the symbol "FSST." For more information on FASTNET, visit the Company's web site at http://www.fast.netor call 1-888-321-FAST. BORDEN CHEMICALS: Completes Sale of Illiopolis Plant to Formosa --------------------------------------------------------------- Borden Chemicals and Plastics Operating Limited Partnership (BCP) has completed the sale of the assets and operations of its polyvinyl chloride (PVC) plant in Illiopolis, Illinois, to Formosa Plastics Corporation, Delaware. Final terms of the sale were not disclosed. "We are pleased to have closed the sale of Illiopolis," said Mark J. Schneider, president and chief executive officer, BCP Management, Inc. (BCPM), the general partner of BCP. "We look forward to a successful conclusion to all the matters pending in this case." As a result of the sale, BCP was able to pay off in full its primary Debtor-In-Possession (DIP) credit facility, which had been provided by a group of lenders led by Fleet Capital Corporation. The company maintains sufficient liquidity for current operations through its Secondary DIP credit facility provided by BCPM. BCP and its advisors continue to negotiate with prospective buyers for the possible sale of the BCP plant in Geismar, La. BCP expects to have a resolution regarding that facility before long. Based in Delaware City, Delaware, Formosa Plastics Corporation, Delaware, is part of the Dispersion Polyvinyl Chloride business unit of Formosa Plastics Corporation, U.S.A., a privately held manufacturer of plastic resins and petrochemicals headquartered in Livingston, New Jersey. It is part of the Formosa Plastics Group, a $15-billion global enterprise based in Taiwan with nearly one-half century of experience in petrochemical production and processing. BCP and its subsidiary, BCP Finance Corporation, filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on April 3, 2001. Borden Chemicals and Plastics Limited Partnership (BCPLP), the limited partner of BCP, was not included in the Chapter 11 filings. (Borden Chemical, Inc., a separate and distinct entity, is not related to the filings.) DebtTraders reports that Borden Chemical & Plastics's 9.500% bonds due 2005 (BCPU05USR1) trade at 5 to 8.25. See http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1 for real-time bond pricing. BROADWING INC.: Legg Mason Discloses 10.01% Equity Stake -------------------------------------------------------- Legg Mason, Inc. of Maryland beneficially owns, with shared voting and dispositive powers 21,895,786 shares of the common stock of Broadwing Inc. The amount represents 10.01% of the total outstanding common stock of Broadwing. Various accounts managed by Legg Mason's investment advisory subsidiaries have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Broadwing, Inc. No such account owns more than 5% of the shares outstanding. The identification and classification of the subsidiaries acquiring the securities are: Legg Mason Funds Management, Inc., investment adviser LMM LLC, investment adviser Bartlett & Co., investment adviser Bingham Legg Advisers LLC, investment adviser Legg Mason Capital Management, Inc., investment adviser Legg Mason Trust, fsb, investment adviser Legg Mason Wood Walker, Inc., investment adviser and broker/dealer with discretion Broadwing Inc. (NYSE:BRW) is an integrated communications company. Broadwing leads the industry as the world's first intelligent, all-optical, switched network provider and offers businesses nationwide a competitive advantage by providing data, voice and Internet solutions that are flexible, reliable and innovative on its 18,500-mile optical network and its award- winning IP backbone. Broadwing, as of September 30, 2001, reported current assets of $487.2 million and current liabilities of $848.4 million. BURLINGTON INDUSTRIES: Wants To Hire Yantek as Lease Consultant --------------------------------------------------------------- Burlington Industries, Inc., and its debtor-affiliates ask to retain and employ Yantek Consulting Group Inc. as their executory contract and unexpired lease consultants in the Chapter 11 cases. Specifically, the Debtors need Yantek's assistance in: (a) designing an executory contract database; (b) educating operational parties of Burlington; (c) collecting data; (d) assuming or rejecting priority contracts; (e) linking scheduled and claimed items to specific executory contracts; (f) reconciling cure payments and sending cure notices; (g) negotiating settlements with various creditors relating to executory contracts and leases; (h) analyzing and re-characterizing lease agreements; and (i) providing such other and further services as the Debtors may request in these cases. John D. Englar, Burlington Industries' Senior Vice President for Corporate Development and Law, informs the Court that Yantek has extensive experience with the administration and evaluation of executory contracts and unexpired leases in bankruptcy and the negotiation of issues regarding such contracts and leases. Because of its preliminary work, Mr. Englar notes that Yantek is also familiar with the general scope and nature of the Debtors' contracts and leases and related financial systems. Accordingly, Mr. Englar says, "Yantek has developed relevant experience and expertise regarding the Debtors that will assist it in providing effective and efficient services in these cases". According to Mr. Englar, the Debtors need Yantek to: -- determine the appropriate treatment of numerous Contracts in these cases, -- minimize claims arising from the assumption and rejection of certain Contracts, and -- renegotiate certain of the Contracts on terms favorable to the Debtors. In return, Yantek intends to: (1) charge for its professional services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date services are rendered, and Yantek's current hourly rates are: $160 for services provided by Frank Yantek, and a maximum of $160 for services provided by all other professionals employed by Yantek. (2) seek reimbursement of actual and necessary out-of-pocket expenses. Frank Yantek, President of Yantek Consulting Group Inc., assures the Court that the firm will maintain detailed, contemporaneous records of time and any actual and necessary expenses incurred in connection with the rendering of services to the Debtors. "To the best of my knowledge, information and belief, neither I, nor Yantek, nor any of its principals, employees, agents or affiliates, holds nor represents any interest adverse to the Debtors or their respective estates in the matters for which it is proposed to be retained," Mr. Yantek asserts. Accordingly, Mr. Yantek that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. If they discover any information that requires disclosure, Mr. Yantek promises that the firm will promptly file a supplemental disclosure with the Court. (Burlington Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900) COMDIAL: Sets Annual Shareholders' Meeting on May 17 in Florida --------------------------------------------------------------- The Annual Meeting of Stockholders of Comdial Corporation, a Delaware corporation, will be held on May 17, 2002, at 9:00 a.m. Eastern Daylight Time, at Comdial Corporation, Executive Conference Center, 106 Cattlemen Road, Sarasota, Florida 34232 for the following purposes: 1. To elect two (2) persons to serve on the Board of Directors, each for a term of three (3) years; 2. To consider and approve the 2002 Stock Incentive Plan and to authorize 2,500,000 shares of common stock for issuance under such plan; and 3. To transact such other business as may properly come before the meeting or any continuation or adjournment thereof. Only stockholders of record at the close of business on April 2, 2002 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment thereof. Comdial Corporation, headquartered in Sarasota, Florida, develops and markets sophisticated communications solutions for small to mid-sized businesses, government, and other organizations. At December 31, 2001, Comdial reported an upside-down balance sheet, showing a total shareholders' equity deficit of about $10.3 million. COMDISCO: Promises to File its Plan by April 30 ----------------------------------------------- Comdisco, Inc.(OTC:CDSO) announced that 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, which had been scheduled to expire on April 18, 2002, and June 15, 2002, have now both been extended to July 31, 2002. Comdisco requested the extension to continue recent productive discussions with its Creditors' and Equity Committees to reach a consensual agreement on the proposed Plan of Reorganization. The company is still on target to emerge from Chapter 11 in late summer of 2002, and stated in Court that it intends to file its Plan of Reorganization no later than the end of April. The company also said the extension does not change previously scheduled hearings on its Disclosure Statement on May 31, 2002, and its Confirmation Hearing on July 30, 2002, but simply provides more time for discussion among the debtors and its statutory committees. COMDISCO: Court Gives Go Ahead For Sale of IT, Healthcare Assets ---------------------------------------------------------------- Comdisco, Inc. (OTC:CDSO) announced that the U.S. Bankruptcy Court has approved the sale of the company's healthcare leasing assets to GE Capital's Healthcare Financial Services unit. As previously announced on April 4, 2002, GE Capital's Healthcare Financial Services will pay Comdisco approximately $165 million, including assumption of approximately $45 million in related secured debt, for the majority of its healthcare portfolio. The sale is expected to close by May 31, 2002. The Court also approved the sale of Comdisco's information technology (IT) leasing assets in Australia and New Zealand to Allco, an Australian company specializing in equipment and infrastructure finance and leasing. As previously announced on April 9, 2002, Allco will pay Comdisco approximately $44 million for the assets. The sale is expected to close by June 18, 2002. 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. About Comdisco Comdisco (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. CONSECO INC.: Issues Final Results Of Bond Exchange Offer --------------------------------------------------------- Conseco, Inc. (NYSE:CNC) issued the following memo from CEO Gary C. Wendt on April 18: To: Conseco Shareholders From: Gary Wendt, Chairman Date: April 18, 2002 This is just a short memo to give you the final results of our bond exchange offer. As you know, the offer pertained to six separate senior note issues with a combined outstanding principal amount of $2.54 billion. We extended the offer to the end-of-business Wednesday, April 17, in order to accommodate some remaining small positions. Holders of approximately $10 million more bonds took advantage of the exchange offer since the information we provided over this past weekend. The final results are that an aggregate of $1,294,637,000 in principal amount of notes (51% of the total principal amount outstanding) were tendered by noteholders and accepted by Conseco in the exchange offer. The results by issue are as follows: Originally Tendered Outstanding for Exchange %age ----------- ------------ ---- 8.50% senior notes due 2002 $302,299,000 $ 991,000 -- 6.40% senior notes due 2003 250,000,000 14,936,000 6% 8.75% senior notes due 2004 788,000,000 366,294,000 46% 6.80% senior notes due 2005 250,000,000 150,783,000 60% 9.00% senior notes due 2006 550,000,000 399,200,000 73% 10.75% senior notes due 2008 400,000,000 362,433,000 91% We consider this project to have been highly successful. At no additional cost for any bond, we have gained important flexibility to deal with Conseco's debt situation -- the #1 agenda item for our turnaround. In the before and after comparison below, you can see the "smoothing effect" on debt maturities that has resulted from the exchange offer. ($ in millions) Before Exchange* After Exchange* ---------------- --------------- 2002 $ 304.1 $ 302.3 2003 313.5 299.6 2004 812.5 461.1 2005 250.0 99.2 2006 550.0 517.1 2007 -- 150.8 2008 400.0 436.8 2009 0.7 363.1 * Includes $87 million outstanding public debt not subject to exchange offer. We have scheduled our first quarter earnings release for May 1, and we look forward to discussing with you then the progress of business operations as well as other turnaround activities. COVANTA ENERGY: US Trustee Appoints Unsec. Creditors' Committee --------------------------------------------------------------- Pursuant to Section 1102(a) and 1102(b) of the Bankruptcy Code, Carolyn S. Schwatrz, the United States Trustee for Region II, appoints these unsecured claimants to the Committee of Unsecured Creditors for the bankruptcy cases of Covanta Energy Corporation, and its debtor-affiliates: 1. Federal Insurance Company c/o Chubb & Son 15 Mountain View Road Warren, NJ 07059 Attn: Richard E. Towle V.P. and Manager Tel. No. 908-903-3423 Duane, Morris & Heckscher LLP 380 Lexington Ave. New York, NY 10168 Attn: Patrick N.Z. Rona, Esq. Tel. No. 212-692-1035 2. Broad Street Resources 66 Society Street Charleston, SC 29401 Attn: John J. Kruse Tel. No. 843-577-0878 3. The General Electric Company (GE Power Systems Division) 1 River Road Schenectady, NY 12345 Attn: Anthony Walsh Paul, Hastings, Janofsky & Walker, LLP 75 E. 55th Street New York, NY 10022 Attn: Madlyn Gleich Primoff, Esq. Tel. No. 212-328-6827 4. Pacific Enterprises Energy Management Services 101 Ash Street San Diego, CA 92101 Attn: Anthony L. Molnar Togut, Segal & Segal LLP One Penn Plaza New York, NY 10019 Attn: Scott E Ratner, Esq. Tel. No. 212-594-5000 5. Boiler Tube Co. of America 506 Charlotte Highway Lyman, SC 29365 Attn: John McCauley Tel. No. 864-439-0220 Ext.1230 Sullivan & Worcester 292 Madison Avenue New York, NY 10017 Attn: Andrew T. Solomon, Esq. Tel. No. 212-213-8216 6. CRT Capital Group, LLC One Fawcett Place Greenwich, CT 06830 Attn: C Michael Vaughn, Jr. Tel. No. 203-629-6406 7. Caxton Associates, LLC 667 Madison Avenue New York, NY 10021 Attn: Brad Tirpak Tel. No. 212-593-7700 (Covanta Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900) DIGITAL TELEPORT: Set To Emerge From Bankruptcy Before Year-End --------------------------------------------------------------- Digital Teleport Inc., a regional fiber communications provider for secondary and tertiary markets in the Midwest, announced record sales for the first quarter of 2002 as the company remains on track to emerge from Chapter 11 reorganization before the end of the year. Digital Teleport says first quarter 2002 bandwidth sales to communications carriers and enterprise customers were $4.2 million, up 35 percent from $3.1 million during the same period one year ago. First quarter sales were up 25 percent from $3.4 million in the fourth quarter of 2001, when the company filed voluntary petitions for Chapter 11 reorganization with the U. S. Bankruptcy Court for the Eastern District of Missouri. "Our record sales results are compelling evidence of the growing demand for bandwidth particularly in underserved secondary and tertiary markets in the Midwest where we have shifted our operating focus," said Paul Pierron, president and CEO of Digital Teleport. "Our results also represent a vote of confidence from our carrier and enterprise customers who expect Digital Teleport to successfully emerge from Chapter 11 reorganization before the end of the year." Digital Teleport's sales for the three-month period ending March 31 include new purchases by the five largest U.S. telecommunications carriers as well as a number of regional and local companies. In addition to posting impressive sales and revenue growth, Digital Teleport strengthened its position as a premier regional fiber optic carrier in the Midwest and remained on track to successfully emerge from Chapter 11 reorganization before the end of 2002. Significant accomplishments during the first quarter of 2002 include: - Completed two additional OC-48 fiber rings spanning more than 1,000 route miles across Missouri. The expansion project ensures adequate capacity for meeting carriers' growing needs. - Forged an agreement with Kentucky Data Link to interconnect networks in order to offer each company's customers wider coverage and a single point of contact for ordering communications services. Kentucky Data Link, a regional fiber communications provider in the Southeast, also purchased fiber in Digital Teleport's 236-mile fiber route between Memphis and Nashville, Tenn. - Received Bankruptcy Court approval of various settlements that released the company from liability under previous agreements, keeping the company on track to successfully emerge from Chapter 11 before the end of the year. Digital Teleport is in productive negotiations with other key business partners and right-of-way providers to reach settlement agreements. Once all the key contract relationships are settled, Digital Teleport will initiate negotiations with its creditors to determine how the remaining pre-bankruptcy petition obligations will be satisfied. Digital Teleport filed voluntary petitions for Chapter 11 reorganization on Dec. 31, 2001. The company plans to exit the national long-haul business and eliminate non-revenue producing fiber routes. Digital Teleport will focus on operating its traditional core fiber optic network that spans an eight-state region in the Midwest. Digital Teleport provides wholesale fiberoptic transport services in secondary and tertiary Midwest markets to national and regional communications carriers. The company's network spans 5,700 route miles across Arkansas, Illinois, Iowa, Kansas, Missouri, Nebraska, Oklahoma and Tennessee. Digital Teleport also provides Ethernet service to enterprise customers and government agencies in office buildings in areas adjacent to the company's metropolitan network rings. The company's Web site is http://www.digitalteleport.com.Telephone: 1-314-880-1000. DLJ MORTGAGE: S&P Assigns D Rating on 1997-CF1 Class B-3 Certs. --------------------------------------------------------------- Standard & Poor's lowered its ratings on classes B-1, B-2, and B-3 of DLJ Mortgage Acceptance Corp.'s commercial pass-through certificates series 1997-CF1. Concurrently, the rating on the class B-2 certificates is removed from CreditWatch with negative implications, where it was placed on October 9, 2001. At the same time, all of the other classes in this series are affirmed. The lowered ratings reflect the realized losses included in the April 15, 2002 distribution statement and the impact of expected principal losses relating to the remaining specially serviced assets. They also reflect cumulative unpaid interest shortfalls on class B-3 in amount of $205,373, and the possibility of prolonged interest shortfalls on class B-2 upon further appraisal reduction amounts and/or upon disposition of the remaining specially serviced assets. The affirmations reflect increased credit support and an improvement in the pool's weighted average debt service coverage (DSC), since issuance. Realized principal losses in the amount of $9.9 million were reflected on the April 15, 2002 distribution date, which relate to the disposition of five REO properties. In addition to the principal losses, the trust will realize $575,375 in interest shortfalls due to over-advancing. The properties secured five loans, which were formerly part of a cross-collateralized, cross-defaulted grouping of hotel properties (the Samoth loans) that were transferred to the special servicer, Lennar Partners Inc., in October 1998. There were originally 10 loans. Two of the 10 were previously liquidated with approximate loss severities, expressed as a percentage of loan balance, of 67% and 97%, respectively. The remaining three loans have an aggregate outstanding balance of approximately $5.1 million, and are in special servicing. Including the remaining Samoth loans, there are nine specially serviced assets, comprising $24.3 million, or 6.5%, of the outstanding balance. Seven of the loans, with an aggregate balance of $14.8 million, are secured by REO lodging properties. The total exposure, including advances, related to these loans is $20.5 million. An appraisal reduction amount (ARA) has been taken against six of the seven lodging assets, totaling $5.5 million in the aggregate. The remaining specially serviced assets are secured by a retail/industrial facility, which is REO, and a retail property, which is performing after a modification in December 2001. The retail/industrial property is located in West Carrolton, Ohio, and has been in special servicing since June 2000. The unpaid balance of the loan is $4.7 million. An ARA of $4.6 million has been taken against the asset, and total exposure is $6.3 million. The retail loan is secured by a vacant Homeplace store, with an aggregate unpaid principal balance of $4.8 million. The loan has been brought current subsequent to a modification in December 2001, which bifurcated the loan into an "A" and "B" component. Both loans mature in April 2003. Standard & Poor's anticipates significant losses upon disposition of many of the specially serviced assets. There are 106 loans outstanding with an aggregate balance of $374.0 million, down from 114 loans with an aggregate balance of $398.1 million at last review (October 2001). GMAC Commercial Mortgage Corp. (GMAC), the servicer, supplied interim 2001 financial data for 88.5% of the pool. Based on this information, Standard & Poor's calculated a weighted average DSC of 1.53 times (x), which compares favorably to the weighted average DSC at closing of 1.34x. The 1.53x figure includes low DSCs from five of the nine specially serviced assets. Excluding the specially serviced assets, the DSC increases to 1.60x. Excluding the specially serviced assets, GMAC's watchlist contains 28 loans with an aggregate unpaid balance of $108.1 million, or 29% of the outstanding loan pool. The loans appear for various reasons, including low occupancy and low DSC. Eight of the loans on the watchlist, which have an aggregate unpaid balance of $25.9 million, have DSCs that are less than 1.0x. Standard & Poor's stressed the specially serviced loans, watchlist loans, and loans with poor operating performance. The resulting credit enhancement levels adequately supported the revised and affirmed ratings. Rating Lowered And Removed From Creditwatch Negative DLJ Mortgage Acceptance Corp. Commercial mortgage pass-through certs series 1997-CF1 Rating Class To From Credit Enhancement B-2 B BBB-/Watch Neg 9.98% Ratings Lowered DLJ Mortgage Acceptance Corp. Commercial mortgage pass-through certs series 1997-CF1 Rating Class To From Credit Enhancement B-1 BBB- BBB 12.98% B-3 D B- 3.39% Ratings Affirmed DLJ Mortgage Acceptance Corp. Commercial mortgage pass-through certs series 1997-CF1 Class Rating Credit Enhancement A-1A AAA 35.17% A-1B AAA 35.17% A-2 AA 28.56% A-3 A 20.18% DOBSON COMMS: Reports Q1 Postpaid Subscriber Additions of 81,800 ---------------------------------------------------------------- Dobson Communications Corporation (Nasdaq:DCEL) reported proportionate gross subscriber additions (postpaid) of approximately 81,800 for the first quarter of 2002, compared with 80,800 for the initial three months of 2001. Postpaid proportionate customer churn was 2.2 percent for the first quarter ended March 31, 2002, resulting in proportionate net subscriber additions of 17,200 for the period. Churn for the first quarter last year was 2.0 percent and the Company added 37,000 proportionate net subscribers. The percentage of customer disconnects declined during the most recent quarter throughout its markets, the Company said. Proportionate churn declined from 2.4 percent in January to 2.3 percent in February, then declined again to 2.1 percent in March. The average of 2.2 percent proportionate customer churn for the quarter as a whole was within the range of 2.0-to-2.25 percent proportionate churn that is the Company's guidance for 2002. During the quarter ended March 31, 2002, the Company also continued to transition its customer base to digital calling plans, which generate higher average revenue per unit. As of the end of the first quarter, 79 percent of the subscribers in Dobson's proportionate subscriber base were on digital calling plans, compared with 53 percent a year ago. Proportionate results reflect Dobson's operations plus its 50% ownership in American Cellular Corporation through its joint venture with AT&T Wireless Services, Inc. (NYSE:AWE). Dobson includes both postpaid and prepaid subscribers in its net subscriber additions. Gross subscriber additions and churn are reported on a postpaid basis only. "Lower churn in March resulted in the Company adding more than half of our first quarter proportionate net adds in March," said Everett Dobson, chairman and chief executive officer. The Company attributed the first quarter levels of churn primarily to the negative effect of continued economic softness on consumer buying and contract renewal patterns in Dobson's primarily rural markets and to an extraordinarily high number of gross subscriber additions in December 2000, which resulted in a large number of customers coming off 12-month contracts in January 2002. The totals above give effect to the sale of five properties to Verizon Wireless (NYSE:VZ) by Dobson Communications and American Cellular during the first quarter ended March 31, 2002. Consequently, all comparisons exclude the results of the five sold properties both in 2001 and 2002. 2002 Annual Meeting of Stockholders In addition, Dobson announced that its 2002 Annual Meeting of Stockholders will be held on Tuesday, June 4, 2002, beginning at 9 a.m. CT. The stockholders' meeting will be held at the Company's headquarters at 14201 Wireless Way, Oklahoma City, 73134 -- which is located northeast of the intersection of West Memorial Road and North Portland Avenue. The shareholder record date for the annual meeting will be April 19, 2002. Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the rapidly growing Company owns or manages wireless operations in 19 states. For additional information on the Company and its operations, visit the company's Web site at http://www.dobson.net. On April 5, 2002, Standard & Poor's affirmed its 'B+' long-term corporate credit rating on Dobson Communications Corp. and its senior secured bank loan rating on the company's unit, Dobson Operating Co. LLC, following the favorable resolution of the Dobson family loan with Bank of America. The ratings were removed from CreditWatch, where they were placed March 6, 2002. Outlook is stable. ENRON: Court OKs Kaye Scholer's Retention As Examiner's Counsel --------------------------------------------------------------- Harrison J. Goldin, the Court-appointed Examiner of Enron North America, asks and obtains approval to retain the law firm of Kaye Scholer as its counsel, nunc pro tunc to March 12, 2002. According to Mr. Goldin, the services that Kaye Scholer will perform will enable him to execute his duties and responsibilities as an Examiner. Specifically, Kaye Scholer will: (a) Take all actions necessary to assist the Examiner in preparing the Cash Management Report and any other report to be filed, as well as assisting the Examiner in all duties required of him pursuant to the Examiner Order, including without limitation, his investigations, including investigating whether Enron North America should continue to participate in Enron's Cash Management System and the allocation of certain overhead costs to Enron North America; (b) Represent or assist the Examiner at any Cash Management Committee and Risk Assessment Committee meeting as the Examiner deems appropriate; (c) Provide counsel and services to the Examiner in connection with conducting expedited discovery, including interviews and depositions, if appropriate, and compelling production of documents; and (d) Provide such services to the Examiner as are necessary and appropriate in the event the Examiner's role and/or duties are expanded by further Order of the Court. Arthur Steinberg, a member of the Kaye Scholer law firm, tells the Court that the firm will apply for compensation for professional services rendered in connection with these cases and for reimbursement of actual and necessary expenses incurred, in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the local rules and Orders of the Court. Kaye Scholer uses its standard hourly rates in effect at the time that the firm performs professional services. Its current hourly rates are: partners $495 to 690 counsel 470 associates 205 to 445 paraprofessionals 100 to 155 According to Mr. Steinberg, it is also Kaye Scholer's policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client's case. In this regard, Mr. Steinberg relates, Kaye Scholer utilizes a "user fee" client billing system with respect to such expenses under which a particular client is charged only for those expenses incurred on its behalf. Those expenses include, but are not limited to: photocopying, Lexis, Westlaw, facsimile transfers, long distance telephone calls, cellular charges travel expenses, meals, taxis, parking, word processing charges and non-ordinary overhead expenses such as secretarial and other overtime. "In light of the extraordinary size and complexity of the Debtors' Chapter 11 cases, as well as the number of parties involved, Kaye Scholer has made a considerable effort to identify all of its connections with the Debtors, their primary creditors, shareholders and other parties in interest, as well as their respective attorneys and accountants," Mr. Steinberg tells the Court. However, the process is ongoing and the firm promises to file supplemental disclosures if additional connections are made known. "To the best of my knowledge, information and belief, Kaye Scholer is a 'disinterested person', as that term is defined in Section 101(14) of the Bankruptcy Code," Mr. Steinberg assures Judge Gonzalez. (Enron Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900) EPICOR SOFTWARE: Shareholders To Meet On May 14 In Irvine, CA -------------------------------------------------------------- The Annual Meeting of Stockholders of Epicor Software Corporation, a Delaware corporation, will be held on Tuesday, May 14, 2002 at 10:00 a.m., Pacific Time, at the offices of the Company located at 195 Technology Drive, Irvine, California 92618-2402, telephone number (949) 585-4000, for the following purposes: 1. To elect five (5) directors to serve until the next annual meeting of stockholders or until their successors are elected and qualified. 2. To ratify the appointment of Deloitte & Touche, LLP, as independent auditors of the Company for the fiscal year ending December 31, 2002. 3. To approve the Company's 2002 Employee Stock Purchase Plan. 4. To transact such other business as may properly come before the meeting or any adjournment thereof. Only stockholders of record at the close of business on March 25, 2002 are entitled to notice of and to vote at the meeting. Epicor Software Corporation (Nasdaq: EPIC) is a leading provider of integrated enterprise and eBusiness software solutions for the midmarket. Epicor, for the year 2001, reports a working capital deficit of about $16.2 million. E-SYNC: CRC Withdraws Notice of Default And Demand for Payment -------------------------------------------------------------- E-Sync Networks, Inc., currently known as ESNI, Inc. (OTC BB: ESNI), announced the receipt of a letter dated April 17, 2002 from its joint venture partner CRC, the complete text of which is as follows: "Reference is made to that certain letter dated April 15, 2002 from CRC, Inc. to E-Sync Networks, Inc. Please be advised that we hereby withdraw the Notice of Default. "Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Amended and Restated Security Agreement, dated as of August 6, 2001, between the Company and CRC (the 'Security Agreement'). "Please be advised also that our withdrawing of the Notice of Default is without prejudice, and we hereby reserve all rights and remedies provided under the Notes, the Security Agreement, and other Transaction Documents and/or applicable law with respect to any defaults or Events of Defaults which may at any time exist, including, without limitation, those referenced in the Notice of Default. CRC's failure at this time to exercise any such rights or remedies (a) is without prejudice to the exercise of any such rights or remedies in the future and (b) is not, and shall not be deemed to be, a waiver of any defaults or Events of Default including, without limitation, those referenced in the Notice of Default, or any of such rights and remedies." Headquartered in Trumbull, Connecticut, ESNI, Inc. (OTC BB: ESNI) is a holding company that owns a majority share in E-Sync Networks, LLC. E-Sync Networks, LLC is a joint venture between ESNI and Charles River Consultants, Inc., providing an array of enterprise messaging and network solutions, including: IT infrastructure and network design and implementation; reliable, high-quality messaging; secure, high-performance hosting; system management and integration services, technical help desk and application development. ESNI's largest stockholders are New York-based venture fund Commercial Electronics Capital Partnership, LP and Viventures, the venture capital arm of Vivendi (NYSE: V). More information can be found on the Internet at http://www.esyncnetworks.com. EXIDE TECHNOLOGIES: Engages Kirklad & Ellis as Lead Counsel ----------------------------------------------------------- Exide Technologies, and its debtor affiliates seek to employ and retain the law firm of Kirkland & Ellis in Chicago, Illinois, as their lead counsel to file prosecute these Chapter 11 Cases and all related matters, effective as of the Petition Date. Craig H. Muhlhauser, the Debtors' President and Chief Executive Officer, tells the Court that the Debtors want to retain Kirkland & Ellis because of the Firm's extensive experience and knowledge in the field of debtors' and creditors' rights and the Chapter 11 process. While preparing for these cases, Kirkland & Ellis has become familiar with the Debtors' businesses and affairs and many of the potential legal issues that may arise during these proceedings. Accordingly, the Debtors believe that Kirkland & Ellis is both well qualified and uniquely able to represent them in the Chapter 11 Cases. The Debtors will look to Kirkland & Ellis to, among other things: A. advise the Debtors with respect to their powers and duties as Debtors In Possession in the continued management and operation of their businesses and properties; B. attend meetings and negotiate with representatives of creditors and other parties in interest; C. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any action commenced against the Debtors, and objections to claims filed against the estates; D. prepare on behalf of the Debtors all motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; E. negotiate and prepare on the Debtors' behalf a plan of reorganization, disclosure statement, and all related agreements and/or documents, and also take any necessary action on behalf of the Debtors to obtain confirmation of such plan; F. represent the Debtors in connection with obtaining post- petition loans; G. advise the Debtors in connection with any potential sale of assets; H. appear before this Court, any appellate courts, and the United States Trustee and protect the interests of the Debtors' estates before these Courts and the United States Trustee; I. advise the Debtors regarding the maximization of value of the estates for their creditors; and J. perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with the Chapter 11 Cases. Matthew N. Kleiman, Esq., a K&E partner, assures the Court that the firm has not represented the Debtors' creditors, equity security holders, or any other parties in interest, or their respective attorneys and accountants, the United States Trustee or any person employed in the office of the United States Trustee in any matter relating to the Debtors or their estates. In addition, Kirkland & Ellis does not hold or represent any interest adverse to the Debtors' estates, K&E is a disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. Mr. Kleiman discloses, however, that K&E currently represents, has represented or in the future may represent parties-in-interests in these cases (but only in matters wholly unrelated to Exide) including: A. Indenture Trustees: Bank of New York and Deutsche Bank AG; B. Equity Holders: Amalgamated Gadget LP; C. Significant Vendors: Anixter Inc., Bank of New York, Daramic Inc., and EDS Corp.; D. Creditors: Allstate Life Insurance Co., Banc of Montreal, Bank of Scotland, Bank One NA, Banque Nationale, Bear Sterns Investment Product, Citicorp USA Inc., Credit Suisse First Boston, CSAM Funding I, CSFB International, Dresdner Bank AG, First Union National Bank, GE Capital CFE Inc., General Motors, JH Whitney Cash Flow Fund I LP, Lehman Brothers Bankhausag, Lehamn Commercial Paper Inc., Lehman Syndicated Loans Inc., Morgan Stanley D/W Pri Inc., Morgan Stanley Emerging Market, Salomon Bros. Holding Co., Salomon Smith Barney, Textron Financial Corp., Toronto Dominion Bank and UBS AG; E. Litigation Parties: Agere Systems, and Lucent Technologies; F. Professionals: Credit Suisse First Boston, Goldman Sachs & Co., Lehman Bros. Inc., and Salomon Smith Barney; G. Customers: Ford Motor Co., Qwest Communications, Daimler Chrysler AG, and Toyota Motor Corp.; Mr. Kleiman says that K&E will bill for services on an hourly basis, and expect reimbursement of actual, necessary expenses and other charges that the Firm incurs. Mr. Kleiman does not provide information about K&E's professionals' hourly rates. To date, Mr. Kleiman informs the Court that Kirkland & Ellis has received approximately $3,545,392 for its pre-petition restructuring and related non-restructuring services, including fees and expenses. Kirkland & Ellis has also received an advance payment retainer of approximately $300,000 for its pre-petition and post-petition services and expenses to be rendered or incurred for or on behalf of the Debtors. (Exide Bankruptcy News, Issue No.2; Bankruptcy Creditors' Service, Inc., 609/392-0900) GRAPES COMMUNICATIONS: Files Pre-Packaged Chapter 11 Plan in NY --------------------------------------------------------------- As part of a restructuring program that was launched last October, Grapes Communications N.V./S.A. filed a petition for confirmation of a pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code in the Southern District Court of New York on April 16, 2002. Following negotiations with its creditors, on October 31st, 2001, advised by ING Barings, Grapes launched a tender offer to purchase its EUR200,000,000 13.5% Senior Notes due 2010, with a final offer to bondholders of 23.2% of the face value of bonds in cash. The Company set a 95% minimum threshold of acceptance for the tender offer. In parallel, the Company solicited votes to approve the filing of a petition to confirm a pre-packaged plan of reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code in case the minimum threshold for the tender offer was not reached. More than 76% of bondholders by principal amount accepted the tender offer but, since the minimum threshold was not achieved, the Company elected to pursue the alternative path of filing a petition for confirmation of a pre-packaged Chapter 11 plan of reorganization, for which the approval thresholds were significantly exceeded. The U.S. Court has scheduled a confirmation hearing for May 22nd, 2002. Massimo Trippetti, the Company's Chief Executive Officer, said, "The success of the solicitation of votes with respect to the pre-packaged plan of reorganization demonstrates the strong backing in support of the plan. I am therefore confident that the plan will now be confirmed by the New York Court. We believe that this event represents a major step for the Company since a successful confirmation of the plan will substantially reduce the Company's debt. We believe that the restructuring of our balance sheet combined with improvement of our operational performance and the additional committed financing required for confirmation of the reorganization plan will allow Grapes to achieve a fully-funded status". Grapes Network Services, Numero Blu and Grapes Hellas, the company's subsidiaries in Italy and in Greece are not involved in the Chapter 11 procedure, and will continue normally their day-to-day activities with no impact on their customers and suppliers. The operating subsidiaries therefore will keep running their business as usual and the management is fully committed to their development and success. For more information, please refer to the document collection at http://www.grapesnet.com/English/investor.htm GRAPES COMMS.: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Grapes Communications N.V./S.A. 202 Val des Bon Malades Ground Floor Number 3, L-2121 Luxembourg aka Grapes Communications NV aka Mediterranean Telecommunications BV aka Mediterranean Telecommunications N.V. aka Medtel Bankruptcy Case No.: 02-11801 Type of Business: The Debtor is a holding company with subsidiaries that are alternative providers of telecommunication services, primarily targeting small- and mediumsized businesses in Italy and Greece. The Debtor began operations in January 1999 and, through its subsidiaries, as of December 31, 2001, provided basic voice and data services to approximately 16,000 customers. For example, Grapes Network Services S.p.A., one of the Subsidiaries, provides voice, data and Internet telecommunications services primarily to small- and medium-sized businesses and small office customers located in Northern Italy. Grapes Hellas, S.A., another wholly owned subsidiary of the Debtor, provides telecommunication services to small- and medium-sized businesses in Greece. The Subsidiaries are not filing for protection under chapter 11 of the U.S. Bankruptcy Code. Chapter 11 Petition Date: April 16, 2002 Court: Southern District of New York (Manhattan) Judge: Cornelius Blackshear Debtor's Counsel: James L. Garrity, Jr., Esq. Shearman & Sterling 599 Lexington Avenue New York, NY 10022 (212) 848-4879 Fax : (646) 848-4879 Total Assets: EUR251,097,012 Total Debts: EUR308,102,397 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount(EUR) ------ --------------- ----------------- JP Morgan Chase Bank, as Notes 200,000,000 successor in interest to The Chase Manhattan Bank of London, trustee for holders of 13.5% Notes due 2010 Kevin Rainbird Trinity Tower 9 Thomas More Street London, United Kingdom E1W 1YT Tel: 0044 20 7777 5603 Fax: 0044 20 7777 5410 European Dynamics S.A. Litigation 6,700,000 209, Kifissias Avenue & Arkadiou Street, 15124 Maroussi, Athens, Greece Tel: 00 3010 8094500 Fax: 00 3010 8094500 KPN Eurovoice B.V. Telecom Services 2,812,353 P.O. Box 30000 2500 GA The Hague The Netherlands Tel: 0031 703437570 Fax: 0031 703432040 Newcourt Financial Leasing Services 548,125 Zadelstede 1-10 3431 JZ Nieuwegein The Netherlands Tel: 0031 306097745 Fax: 0031 306097746 Ernst & Young UK Accounting and 519,724 Becket House Consulting Fees 1 Lambeth Palace Road London SE1 7 EU United Kingdom Tel: 0044 2079512000 Fax: 0044 2079511345 Reconta Ernst & Young Accounting and 331,100 Via Torino, 68 Consulting Fees 20123 Milan, Italy Tel: 02722121 Fax: 02 72212037 Konstantinos Velentzas Litigation 283,268 Kodrou Street 9 Philithei Athens, Greece Xantic B.V. Telecom Services 238,796 (ex Station 12) Arthur Andersen S.p.A. Consulting Fees 183,084 Cuatrecasas Legal Fees 174,711 Atlantic Exchange Tower Telecom Services 174,550 Cap Gemini E&Y Italy Consulting Fees 159,986 Telia UK Ltd Telecom Services 131,606 Arthur Andersen MBA S.r.l. Consulting Fees 100,090 BT / Ignite Solutions Telecom Services 99,260 Squire Sanders Legal Fees 83,565 De Bandt Van Hecke Legal Fees 66,055 Reteq Group LTD Telecom Consulting Fee 63,796 JP Morgan Consulting Fee 46,386 Ernst & Young Luxembourg Accounting and "Kirchberg" Consulting Fees 42,022 HMG WORLDWIDE: Secures Exclusive Period Extension to June 19 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York grants HMG Worldwide Corporation and its debtor-affiliates an extension of their exclusive periods. The Court grants the Debtors until June 19, 2002 the exclusive right to file a plan of reorganization and until August 19, 2002 to solicit acceptances of the reorganization plan. HMG Worldwide Corporation engages primarily in identifying in- store, retail-based marketing objectives of its clients and integrating research, creative design, engineering, production, package design and related services to provide point-of purchase merchandising fixtures and display systems. The Company filed for chapter 11 protection on October 23, 2001. When the Company filed for protection from its creditors, it listed total assets of $34,542,000 and total debts of $61,946,000. ITC DELTACOM: Negotiating With Sr. Lenders To Restructure Debt -------------------------------------------------------------- ITC DeltaCom, Inc. (Nasdaq/NM: ITCD) reported that total revenues in the quarter ended March 31, 2002 were $109.3 million, an increase of 8.6% over total revenues in the first quarter of 2001 and an increase of 4.5% over total revenues in the fourth quarter of 2001. EBITDA, as adjusted (earnings before net interest, other income and other expenses, income taxes, extraordinary item, and depreciation and amortization), was $16.1 million in the first quarter of 2002 compared with $10.6 million in the first quarter of 2001 and $13.7 million in the fourth quarter of 2001, which excludes $251,000 of restructuring expenses. The foregoing results for total revenues and EBITDA, as adjusted, for the first quarter of 2001 exclude previously reported revenues of $1.5 million related to a prior-period interconnection agreement settlement. Quarterly Revenue Highlights As previously reported, the Company has expanded its revenue disclosure to provide reporting based on products divided into retail and wholesale types of revenues. The financial tables accompanying this release also include information for the Company's business segments. Retail Revenues Retail revenues were $67.5 million in the first quarter of 2002. This represents a 13.7% increase over retail revenues generated in the first quarter of 2001 and a sequential quarterly increase of 8.4% over retail revenues in the fourth quarter of 2001. Of retail revenues in the first quarter of 2002, 82% were derived from integrated telecom revenues (local, retail long distance, and enhanced data services) and 18% from equipment sales and services, and other retail services. Integrated telecom revenues in the first quarter of 2002 were $55.4 million, which represented an increase of 21.5% over integrated telecom revenues in the first quarter of 2001 and an increase of 4.6% over integrated telecom revenues in the fourth quarter of 2001. Local services revenues increased 30.2% and enhanced data services revenue increased 51.6% in the first quarter of 2002 over revenues for these services in the first quarter of 2001. Revenues for the first quarter of 2002 compared with revenues for the fourth quarter of 2001 showed sequential quarterly revenue growth of 2.1% in local services, 5.4% in retail long distance services, and 8.1% in enhanced data services. Wholesale Revenues Wholesale revenues totaled $41.8 million in the first quarter of 2002, representing an increase of 1.2% over wholesale revenues in the first quarter of 2001 and a decrease of 1.2% from wholesale revenues in the fourth quarter of 2001. Of wholesale revenues in the first quarter of 2002, 54.3% were derived from wholesale broadband transport services, 35.1% from local- interconnection services and 10.6% from other wholesale services, including wholesale long distance, data and other services. Management Remarks "Our continued focus on our core business offering is proving itself successful for our company," commented Larry Williams, chairman and chief executive officer. "This focus, coupled with our reductions in selling, operations and administration expenses and line costs, has enabled ITC DeltaCom to achieve strong operating results this quarter. These results reflect the continued commitment of our employees and our management team to remain positioned as a premier telecommunications provider in the southern United States." Doug Shumate, senior vice president and chief financial officer, added, "We were encouraged that our gross margin increased to 53.4%. At the end of the quarter, we had approximately $25 million in cash." Among its highlights for the quarter, the Company: -- Increased integrated telecom revenues 21.5% over the first quarter of 2001 -- Increased local revenues 30.2% over the first quarter of 2001 -- Increased enhanced data revenues 51.6% over the first quarter of 2001 and 8.1% over the fourth quarter of 2001 -- Improved EBITDA, as adjusted, excluding restructuring expenses, 17.8% over the fourth quarter of 2001 and 86.7% over the third quarter of 2001 -- Maintained a flat growth rate of annualized selling, operations and administration expenses of approximately $42.0 million -- Held capital expenditures at $12.3 million, providing a lower than expected run-rate Debt Restructuring Discussions As discussed in the Company's Form 10-K for 2001, the Company is pursuing a number of efforts to strengthen its liquidity position. As previously reported, these efforts include a potential restructuring in which holders of the Company's public senior notes and convertible subordinated notes would exchange their notes for equity securities or for a combination of equity securities and cash. The Company has been engaged in discussions and has begun negotiations regarding a potential restructuring with a committee representing holders of a significant amount of the senior notes and with the financial advisor engaged by the committee to assist it in this process. The committee's financial advisor is conducting due diligence regarding the Company. Although the Company is actively pursuing discussions and negotiations with the committee, no restructuring agreement has been reached and there can be no assurance that a restructuring agreement will be reached in the future. The Company will provide additional information about its restructuring efforts and liquidity position in a conference call to be held on or before May 15, 2002. A notice announcing this call will be released when a date has been determined. Operational Outlook The Company is continuously taking steps to preserve cash flow, operate as efficiently as possible, and realize the strategic initiatives taken over the last year. The Company currently expects cost improvement in the second quarter of 2002 based on improved line costs and the reduction of expenses at e deltacom. The Company anticipates that, when those cost savings are fully implemented, the Company will realize savings of approximately $8.0 million on an annualized basis. The positive trend in cost containment, together with a non- recurring financial reporting gain of approximately $4.0 million associated with an early contract termination by an existing wholesale customer, further supports the Company's expectations that it will meet or exceed its $70 million EBITDA target for 2002. The Company expects that its existing wholesale operations will continue to be subject to a variety of pressures. The Company's Form 10-K for 2001 provides detailed information about the Company's liquidity position and capital resources. Conference Call Information ITC DeltaCom will hold a conference call on or before May 15, 2002 to discuss the operating results reported in this press release and to provide additional information about the Company's restructuring efforts and liquidity position. The details for this call will be announced at a later date. ITC DeltaCom, headquartered in West Point, Georgia, provides integrated telecommunications and technology solutions to businesses in the southern United States and is a leading regional provider of broadband transport services to other communications companies. ITC DeltaCom's business communications services include local, long distance, enhanced data, Internet access, managed IP, network monitoring and management, operator services, and the sale and maintenance of customer premise equipment. ITC DeltaCom also offers colocation, web hosting, and managed and professional services. The Company operates 35 branch offices in nine states, and its 10-state fiber optic network of approximately 9,980 miles reaches approximately 175 points of presence. ITC DeltaCom has interconnection agreements with BellSouth, Verizon, Southwestern Bell and Sprint for resale and access to unbundled network elements and is a certified competitive local exchange carrier (CLEC) in Arkansas, Texas, and all nine BellSouth states. For additional information about ITC DeltaCom, please visit the Company's website at http://www.itcdeltacom.com. As of March 31, 2002, ITC DeltaCom's stockholders' deficit amounts to $54,826,000. IT GROUP: The Shaw Group Wins Bid for Substantially All Assets -------------------------------------------------------------- The Shaw Group Inc. (NYSE: SGR) announced that in the auction conducted pursuant to Chapter 11 of the U.S. Bankruptcy Code, The IT Group, Inc. selected Shaw's bid as the highest and best offer for substantially all of The IT Group's assets. The Company believes it will receive bankruptcy court approval of the sale by Wednesday, April 24, 2002, although approval may occur as early as Friday, April 19, 2002. Upon bankruptcy court approval, the Company will host a conference call to discuss transaction details. Information regarding the call will be provided at a later time. The Shaw Group Inc. is the world's only vertically-integrated provider of comprehensive engineering, procurement, pipe fabrication, construction and maintenance services to the power, process and environmental & infrastructure sectors. Shaw is headquartered in Baton Rouge, Louisiana, and currently has offices and operations in North America, South America, Europe, the Middle East and Asia-Pacific. The Company has more than 13,000 employees worldwide. Additional information on The Shaw Group is available at http://www.shawgrp.com INTEGRATED HEALTH: Sells APS Interests To Bioservices for $12MM --------------------------------------------------------------- Integrated Health Services, Inc., and its debtor-affiliates received no objections to their motion to sell their APS Shares and loan for $12 million and no offers to purchase the APS Interests other than US Bioservices' offer. Accordingly, US Bioservices' bid was and remains the highest and best bid for the APS Interests. The Court granted the motion by way of a final order that is enforceable upon its entry. The Securities Purchase Agreement is approved and the transfer of the APS Interests to US Bioservices will be free and clear of all liens charges, encumbrances and interests. The transfer is exempt from any transfer, stamp or documentary transfer tax under section 1146(c) of the Bankruptcy Code. To the extent necessary under Rules 5003, 6004, 9014, 9021 and 9022 of the Bankruptcy Code, the Court expressly finds that there is no just reason for delay in the implementation of the order and expressly directs entry of judgment. Under section 363(m) of the Bankruptcy Code, the reversal or modification of the Order on appeal will not affect the validity of the transfer of the APS Interests to US Bioservices, as well as the transactions contemplated or authorized by the order, unless the same is stayed pending appeal prior to the closing of the transactions authorized by the Order. * * * As previously reported, the Debtors contemplated selling their interests in APS Enterprises Holding Company to US Bioservices for $12 million in cash subject to higher and/or better offer. The Debtors' interests in APS consists of the 20% of APS's total capital stock that they hold plus a loan to APS in the principal amount of $6.5 million. A hearing was made on March 7, 2002 at 10:30 a.m. convened by Judge Walrath to consider: (1) authorizing the Debtors to implement a Letter of Intent with US Bioservices Corporation dated February 13, 2002, describing the terms upon which US Bioservices would propose to acquire (a) all of the capital stock of APS Enterprises Holding Company, Inc. held by the Debtors, which represents 20% of APS's total capital stock (the APS Shares), and (b) all of the loans made to APS by the Debtors, which are in the aggregate principal amount of $6.5 million (including APS's $6.5 million, 9% promissory note, dated October 1, 1999) (the APS Loans); (2) approving the form and manner of notice and the Securities Purchase Agreement; (3) entry of a Procedures Order approving bidding procedures, including approval of a break-up fee in the aggregate amount of $240,000, and Expense Reimbursement to US Bioservices in the event the Court authorizes a sale of the APS Interests to a party other than US Bioservices and such a sale is consummated and the possible conducting of an auction on March 18, 2002; (4) scheduling March 21, 2002 at 10:30 a.m. as the date and time for a hearing on the approval of the sale (the Sale Hearing). APS and the Events Leading to the APS/IHS Transaction APS is a diversified distributor of medications for patients with chronic disorders. With pharmacies located throughout the United States. APS provides patient-specific services, which include provision of disease-specific information as well as the detection of any potential drug interaction with other prescribed medication. IHS originally owned 100% of the common stock of APS America, Inc. through Symphony Health Services, Inc., a subsidiary of IHS. In October 1999, IHS sold its entire stake in APS America to APS in exchange for the APS Shares and APS's $6.5 million, 9% promissory note due October 1, 2004. With the assistance of their financial advisor and investment banker, UBS Warburg LLC, the Debtors have determined that monetization of the APS Shares and the APS Loans would best serve the interests of the Debtors' estates. In approximately May 2001, the Debtors were approached by APS with an offer to purchase the APS Interests for a purchase price of $7 million in cash. At the suggestion of UBS Warburg, the Debtors made a counteroffer to APS to sell the APS Interests for $12 million in cash which APS rejected. After further negotiations and exchanges of proposals between the Debtors and APS, the Debtors learned that US Bioservices was in negotiations with the other shareholders of APS for the acquisition of all of the other capital stock of APS. In December 2001, the Debtors received a written proposal from the CEO of U.S. Bioservices, on behalf of APS for the purchase of the APS Interests for up to $8 million in consideration, to be paid in the form of cash and a two-year interest-bearing note. The Debtors rejected the proposal. After further negotiations, US Bioservices offered to purchase the APS Interests from IHS for $12 million in cash (i.e., the price reflected in the Debtors' Initial Counterproposal to APS). Thereafter, the Debtors and US Bioservices negotiated the principal terms and conditions for the Debtors' sale of the APS Interests to US Bioservices, free and clear of all liens, claims and encumbrances, subject to higher and better offers and subject to Court approval. The terms and conditions upon which the parties would propose to effect the APS/IHS Transaction were set forth in the Letter of Intent. (Integrated Health Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900) JUNIPER CBO: Fitch Puts CC Rated Class B-2 Notes on Watch Neg. -------------------------------------------------------------- Fitch Ratings has placed seven classes from Juniper CBO 1999-1 Ltd., a collateralized debt obligation (CDO), on Rating Watch Negative after reviewing the performance of the transaction. Increased levels of defaults and deteriorating credit quality of the portfolio have increased the credit risk of the transaction to a point where the risk may no longer be consistent with its ratings. The following securities have been placed on Rating Watch Negative: Juniper CBO 1999-1 Ltd. --Class A-1 notes 'AAA'; --Class A-2 notes 'AA+'; --Class A-3A notes 'BB-'; --Class A-3B notes 'BB-'; --Class B-1 notes 'B-'; --Class B-2 notes 'CC'; --Class B-2A notes 'CC'. Juniper CBO 1999-1 Ltd. is currently failing its class A OC test at 98.3% with a trigger of 115% and its class B OC test at 87.2% with a trigger of 104%. The transaction's portfolio has experienced over $29.3 million (7.1% of collateral) in new defaults since the beginning of March 2002. Fitch previously downgraded six classes from this transaction on February 4, 2002. JWS CBO: Fitch Places BB- Rated Class D Notes On Watch Negative --------------------------------------------------------------- Fitch Ratings places one tranche of the liabilities of JWS CBO 2000-1, Ltd. (JWS) on Rating Watch Negative. The transaction is backed by high yield bonds. This tranche is being placed on Rating Watch Negative after reviewing the performance of the portfolio amidst increased levels of defaults and deteriorating credit quality of the underlying assets. JWS is managed by Stonegate Capital Management, LLC. The following security is being placed on Rating Watch Negative: --$23,250,000 class D notes rated 'BB-' Fitch will continue to monitor this transaction and gather information on the portfolio. Fitch will take further action when the analysis has been completed. JOBS.COM: TMP Worldwide Acquires Rights To URL and Trademark ------------------------------------------------------------ TMP Worldwide Inc. (NASDAQ: TMPW), the world's leading supplier of human capital solutions, including the pre-eminent Internet career portal Monster, says it has acquired the rights to the Jobs.com URL and trademark. Considered by the Company to be the most intuitive keyword for online job seekers, Jobs.com received a monthly average of more than 400,000 unique visitors during the first two months of 2002, according to Media Metrix. TMP Worldwide acquired the Jobs.com URL and trademark and certain other assets for $800,000 in a court-approved bankruptcy auction. TMP Worldwide's initial plans call for the Jobs.com site to serve as an umbrella platform for several of the company's existing and future online job board initiatives, providing TMP clients with even broader exposure to job seekers. A key current initiative is the TriState JobMatch.com service, which was recently introduced in Greater Cincinnati with plans for a future nationwide rollout. TriState JobMatch is designed to meet the employment needs of non-exempt (hourly) workers and the companies that employ them, a marketplace that currently makes up more than 70 percent of the U.S. Labor market and has a turnover rate four times greater than that of the exempt market. Jobs.com CEO Peter Gudmundsson commented, "We found that the Jobs.com URL was a logical choice among job seekers. Combined with Monster's expansive suite of services, the Jobs.com destination is bound to further enhance TMP's leadership in the industry." In addition to driving qualified traffic to the TriState JobMatch service, Jobs.com will be used to provide online hourly-wage job placement services to potential newspaper partners in smaller areas which fall outside the major markets targeted by the new service. TMP Worldwide also plans to provide state unemployment departments around the country with the ability to host their respective job posting websites through Jobs.com. Sites hosted for these government agencies will be populated with jobs through the use of TMP's FlipDog information extraction technology, and the company is currently negotiating with several specific states to establish this service. "Jobs.com is a desirable URL and it speaks directly to the mission of TMP and Monster," said Jeff Taylor, Founder and Chairman of Monster. "As traffic numbers to online career sites surge, in a testament to their effectiveness, we feel this is another step to providing job seekers access to our industry- leading career management tools and services." "Jobs.com will serve as a launching pad for TMP interactive properties and will increase overall traffic to Monster and FlipDog by serving as a gateway to our full suite of online job solutions," said Jim Treacy, President and Chief Operating Officer of TMP Worldwide. "The broad, generic appeal of Jobs.com maps perfectly to our ``intern to CEO' strategy of serving the entire spectrum of online job-seekers, and we see it playing a significant role in a number of existing and future online job initiatives." About TMP Worldwide Founded in 1967, TMP Worldwide Inc., with more than 11,000 employees in 32 countries, is the online recruitment leader, the world's largest Recruitment Advertising agency network, and one of the world's largest Executive Search & Executive Selection agencies. TMP Worldwide, headquartered in New York, is also the world's largest Yellow Pages advertising agency and a provider of direct marketing services. The Company's clients include more than 90 of the Fortune 100 and more than 480 of the Fortune 500 companies. In June 2001, TMP Worldwide was added to the S&P 500 Index. More information about TMP Worldwide is available at http://www.tmp.com Monster, headquartered in Maynard, Mass., is the leading global careers website, recording over 43 million unique visits during the month of March 2002 according to independent research conducted by I/PRO. Monster connects the most progressive companies with the most qualified career-minded individuals, offering innovative technology and superior services that give them more control over the recruiting process. The Monster global network consists of local content and language sites in the United States, United Kingdom, Australia, Canada, the Netherlands, Belgium, New Zealand, Singapore, Hong Kong, France, Germany, Ireland, Spain, Luxembourg, India, Italy, Sweden, Norway, Denmark, Switzerland, Finland and Scotland. Monster is the official online career management services sponsor of the 2002 Olympic Winter Games and 2002 and 2004 U.S. Olympic Teams. More information about Monster is available at www.monster.com or by calling 1-800-MONSTER. KAISER ALUMINUM: Five Retirees Seek Recognition Under Sec. 1114 --------------------------------------------------------------- Kaiser Aluminum Corporation's retired employees ask to appoint an Official Committee of Retired Employees to serve as the authorized representative of, and protect the rights of, the Retirees in the debtors' bankruptcy cases pursuant to Section 1114(D) of the Bankruptcy Code. The proposed members of the 5- person committee are: A. John E. Daniel, Committee Chairman Retired 1998 as Vice President, Primary Aluminum Business Unit of Kaiser Aluminum & Chemical Corporation B. Jesse D. Erickson Retired 1989 as Senior Vice President of Kaiser Aluminum & Chemical Corporation C. Timothy F. Preece Retired 1986 as Vice President, Kaiser Aluminum & Chemical Corporation and Chairman and President of Kaiser Development Company D. James B. Hobby Retired 1991 as Vice President, Flat Rolled Products Division of Kaiser Aluminum & Chemical Corporation E. David L. Perry Retired 1991 as Vice President & General Counsel of Kaiser Aluminum & Chemical Corporation According to Frederick B. Rosner, Esq., at Cozen O'Connor in Wilmington, Delaware, in their February 8, 2002 letter to salaried retirees and surviving spouses, the Debtors announced that, on May 1, 2002, they would begin to require all salaried retirees who retired on or after January 1, 1976, their surviving spouses and eligible dependents, to make very substantial monthly contributions for continued medical and prescription drug coverage. There are over 4,500 salaried retirees, spouses, dependents, and surviving spouses who are receiving "retiree benefits" from the Debtors Also, the Debtors announced their intention not to pay retiree benefits at the level currently being paid, which puts retiree benefits in jeopardy in these bankruptcy cases. Based on information furnished by the Debtors, Mr. Russo believes that the overall impact on the Retirees of the changes announced in that letter would be to shift approximately $10 million of additional annual medical benefits costs to the Retirees, without any cost-sharing by the active employees of the Debtors or the hourly retirees of the Debtors, who are represented by unions. Mr. Rosner relates that in 1988, a group of the Debtors' retirees formed a nonprofit association, organized under the laws of the State of California as Kaise