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

               Friday, May 3, 2002, Vol. 6, No. 87     

                          Headlines

ANC RENTAL: Wants Until Aug. 10 to Make Lease-Related Decisions
ADELPHIA BUSINESS: Lucent Demands Prompt Decision on Contract
ADVANTICA RESTAURANT: Mar. 27 Balance Sheet Upside-Down by $344M
BANYAN STRATEGIC: Completes Sale of Riverport Property for $5.6M
BUDGET GROUP: Banks Waives Cross-Defaults Under Credit Facility

CARAUSTAR INDUSTRIES: Posts Improved Results for First Quarter
CHARTER COMMS: KPMG Replaces Arthur Andersen as Accountants
CHARTER COMMS: Acquires Enstar Illinois Systems Assets for $48MM
COMDISCO INC: Securities to be Issued Pursuant to Reorg. Plan
CONSECO INC: Says Liquidity Concerns are History

COVANTA ENERGY: Bringing-In Nixon Peabody as Special Counsel
CROWN CASTLE: ITV Liquidation Has Less Impact on US Credit Lines
E-NET FINANCIAL: Auditors Raise Going Concern Doubts
EBT INTERNATIONAL: Trading on OTCBB to Commence on May 16, 2002
ELITE TECHNOLOGIES: Auditors Express Going Concern Doubts

ENRON: Selling Trailblazer Interests to Kinder Morgan for $68MM
ENRON CORP: Seeks Court Approval of Kinder Morgan Sale Agreement
ENRON WIND DEVELOPMENT: Case Summary & Largest Unsec. Creditors
EXIDE: Seeks Approval to Continue Using Existing Business Forms
EXODUS: Asks Court to OK Proposed Plan Solicitation Procedures

FEDERAL-MOGUL: Court OKs Herbert Smith as Future Rep.'s Counsel
FLAG TELECOM: Wants to Pay $3.6MM of Foreign Creditors' Claims
HAWK CORP: S&P Affirms B- Rating on Lesser Fin'l Flexibility
HIGH SPEED: Agrees on Purchase Price Adjustments with Charter
ICH CORP: Has Until May 15 to File Schedules and Statements

ICH CORPORATION: Triarch Companies Pitches Bid to Acquire Sybra
IT GROUP: Court Extends Lease Decision Deadline through June 17
INT'L FIBERCOM: Closes Asset Sale to Gen. Fiber for $20M + Debts
JACKSON PRODUCTS: S&P Upgrades Corporate Credit Rating to B-
KAISER ALUMINUM: Court Okays Lemle as Debtors' Louisiana Counsel

KMART: Seeks Approval of 2% Break-Up Fees in 283-Lease Sale
KMART CORP: Asks Court to Approve Julian Day's Employment Pact
KMART CORP: Intends to File Annual Report on Form 10-K by May 15
LABRANCHE: S&P Changes Outlook on BB+ Credit Rating to Positive
LODGIAN INC: Has Until July 18, 2002 to File Plan Exclusively

MAYOR'S JEWELERS: Pursuing a Comprehensive Restructuring Plan
METROCALL INC: Pursuing Talks Pre-Negotiated Chapter 11 Talks
MICROFORUM: Selling PPL Marketing Services Unit to True North
N-VIRO INT'L: Takes Initiatives to Meet Nasdaq Listing Standards
NATIONAL STEEL: Committee Taps McDermott Will as Local Counsel

NETWORK COMMERCE: Has $2MM Working Capital Deficit at March 31
NORTH AMERICAN: Court Approves Case Conversion into Chapter 7
NORTHPOINT COMMS: Pequod Investments Discloses 5.6% Equity Stake
PW EAGLE: Posts Improved EBITDA Performance for March Quarter
PACIFIC GAS: Intends to Defray Permit & Franchise Work Expenses

PACIFIC GAS: Q1 2002 Earnings from Operations Drop to $160 Mill.
PACIFICARE HEALTH: First Quarter Net Loss Balloons to $858 Mill.
PARADIGM GENETICS: Working Capital Deficit Tops $2MM at Mar. 31
PENNZOIL-QUAKER: Posts Improved Fin'l Results for First Quarter
PILLOWTEX CORP: Wants to Assume 5 Citicapital Lease Agreements

PILLOWTEX CORP: Delaware Court Confirms Second Amended Plan
POLAROID CORP: Overview of the Joint Plan of Liquidation
PRIDE INT'L: S&P Downgrades Senior Unsecured Debt Rating to BB
PSINET INC: Bar Date for Holding Entities Moved to June 5, 2002
RATEXCHANGE CORP: Mar. 31 Balance Sheet Upside-Down by $4.7MM

ROHN INDUSTRIES: Banks Agree to Forbear Until May 31, 2002
ROGERS WIRELESS: Fitch Changes Outlook on Profitability Concerns
ROMARCO: Special Committee Taps Research Capital As Fin. Advisor
ROMARCO: Taps GS Comms. as Info. and Proxy Solicitation Agent
SHELDAHL INC: Case Summary & 20 Largest Unsecured Creditors

SONIC AUTOMOTIVE: S&P Rates $130MM Sr. Subordinated Notes at B+
SPATIALIGHT INC: BDO Seidman Raises Going Concern Doubts
SUN HEALTHCARE: Consummates Sale of NM Properties to Sun Center
TRAILER BRIDGE: Expects to Get Loan Covenant Violations Waiver
TRISTAR CORP: Court Okays Inter Parfums Bid for Certain Assets

U.S. STEEL CORP: Will Pay First Quarter Dividend on June 10
UCAR INTERNATIONAL: Net Debt Tops $663 Million at March 31, 2002
VALLEY MEDIA: Exclusive Plan Filing Period Runs through July 18
WILLIAMS COMMS: Taps Jones Day as General Restructuring Counsel
ZWHC LLC: Case Summary & Largest Unsecured Creditor

ZIFF DAVIS: 60% of 12% Bondholders Agree to Restructuring Terms
ZOND PACIFIC LLC: Voluntary Chapter 11 Case Summary
ZONES INC: Falls Below Nasdaq Continued Listing Standards

BOOK REVIEW: Bankruptcy Crimes

                          *********

ANC RENTAL: Wants Until Aug. 10 to Make Lease-Related Decisions
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to extend the time within which they must assume or reject all
of their unexpired non-residential property leases to August 10,
2002.

In asking for a second extension, Mark J. Packel, Esq., at Blank
Rome Comisky & McCauley LLP in Wilmington, Delaware, tells the
Court the Debtors are enmeshed in so many activities that it is
virtually impossible to make sensible decisions on the leases.
The Debtors are parties of 950 leases of non-residential real
property located throughout the United States that are still
eligible to be assumed or rejected. The Debtors use the leased
properties as corporate offices, reservation centers, on-
airport, off-airport rental sites, sales office and vehicle
storage maintenance facilities.

The activities that the Debtors are currently involved in
include:

A. Developing cost saving strategies, a business reorganization
   strategy, implementing the business strategy of consolidating
   Alamo and National operations at airports throughout the
   country and obtaining financing to purchase the vehicles
   critical to the Debtors' business;

B. Resolving certain contingent claims;

C. Engaging in discussions to enter into new agreements; and

D. Hiring professionals, including investment bankers and
   financial advisors to explore sale and/or restructuring
   options for the Debtors.

Mr. Packel fears that if the Debtors' time to assume or reject
the leases is not extended, they may be prematurely compelled to
assume substantial, long-term liabilities or forfeit benefits
under the leases. This is detrimental to the Debtors and their
ability to operate in the ordinary course of business and
preserve the going-concern value of their businesses, for the
benefit of their creditors and other parties-in-interest.

A hearing on the motion is scheduled on May 10, 2002. (ANC
Rental Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA BUSINESS: Lucent Demands Prompt Decision on Contract
-------------------------------------------------------------
Lucent Technologies Inc., seeks an Order Pursuant to Sections
105 and 365(d)(2) of the Bankruptcy Code, compelling Adelphia
Business Solutions, Inc. and its debtor-affiliates to:

A. elect to assume or reject its executory contract with Lucent
   within a reasonable time - in this case 45 days from the date
   of the Court's Order;

B. immediately pay Lucent for the reasonable value of services
   rendered by Lucent post-petition until the date of the
   Court's Order; and

C. establish an escrow account to fund the payment of Lucent's
   services performed from the date of the Court's Order until
   ABS assumes or rejects the Contract.

According to Joseph Lubertazzi, Jr., Esq., at McCarter & English
LLP in Newark, New Jersey, the Debtors currently owe Lucent
millions of dollars in accounts receivable, stemming from the
parties' General Agreement executed pre-petition and various
addenda thereto, as modified by the parties' June 28, 2001
Settlement Agreement. Pursuant to the Contract, Lucent agreed to
provide the Debtors telecommunications products, licensed
materials and services in return for the Debtors' agreement to
satisfy certain specified purchase commitments - set forth
annually from 1999 through 2003 - and to timely pay its
invoices.

Mr. Lubertazzi submits that the Debtors has failed to meet its
purchase commitments and to pay many of its invoices of Lucent's
accounts receivable from the Debtors, the majority of which are
over six months delinquent. Lucent's records reflect unpaid
receivables approximating $96 million, including late-payment
charges. It is acknowledged that the Debtors disputes a portion
of this amount.

Notwithstanding the Debtors failure to comply with the material
terms of the Contract, Mr. Lubertazzi states that Lucent has
continued to provide to the Debtors certain post-petition
technical support services for both its hardware and software
products. Those services, which are not invoiced to ABS because
of the overall consideration to be received by Lucent under the
Contract, were offered in exchange for the Debtors' promise to
perform in accordance with the terms of the Contract. It costs
money for Lucent to render these valuable services to the
Debtors.

Mr. Lubertazzi tells the Court that Lucent has continued to
provide post-petition services for the Debtors pursuant to the
Contract despite the fact that the Debtors is in default with
respect thereto. Lucent is currently providing those services
without compensation. It would be patently unjust to require
Lucent to perform any further services unless the Debtor elects
to assume the Contract and provide Lucent with the benefit of
its bargain and payment for performance. This Court should
therefore order ABS to assume or reject its Contract with Lucent
within a reasonable period of time - in this case 45 calendar
days. In the meantime, the Court should require that ABS
promptly pay for such services.

Mr. Lubertazzi believes that the Court should Order the Debtors
to elect to assume or reject its Contract with Lucent within 45
days. Presently, Lucent is in the position of providing services
to the Debtors without compensation. Lucent should not have to
perform services while the Debtors weighs its options. Like
WCFL, Lucent should not be required to in effect fund the
Debtor's operations. Lucent agreed to perform services for the
Debtors in exchange for their promise to meet certain purchase
commitments and timely pay its invoices - the Debtors has failed
to meet those obligations.

Lucent proposes the following mechanism for ensuring that it is
paid for the services it renders to ABS post-petition:

A. The Debtors must pay Lucent, no later than May 31, 2002, a
   reasonable amount for the services rendered by Lucent to the
   Debtors from March 27, 2002 until the date of this Order.
   This payment will be based upon the fees normally charged by
   Lucent to its customers for similar service.

B. ABS must also establish an interest-bearing escrow account,
   no later than May 26, 2002, to ensure that Lucent is paid for
   its services from the date of this Order until the Debtors
   elect to assume or reject the Contract. The account must be
   established in an initial amount equal to 150% of the monthly
   fees of an annual service contract which Lucent would charge
   its other customers to service the type of products in the
   Debtors' possession, heretofore sold by Lucent to the
   Debtors.

C. Lucent will serve the Debtors and the escrow agent a monthly
   invoice for the reasonable value of the services it performs
   for the Debtors for which Lucent has not been compensated.
   Invoices will be served no later than 3 days after the start
   of each month, commencing June 3, 2002.

D. The escrow agent will be required and have the authority to
   pay Lucent for the amount reflected on Lucent's invoices from
   the escrow account no later than the 7th day of each month,
   commencing June 7, 2002.

E. The Debtors will be required to replenish the escrow account
   on the 1st day of each month, commencing July 1, 2002, so as
   to maintain the initial amount of the escrow account.

In addition, Lucent and the Debtors will also confer monthly to
discuss whether the amount of the escrow account is sufficient
to fund ABS's service requests. Moreover, Lucent will not be
required to perform any services for the Debtors if Lucent
reasonably believes there are insufficient funds in the escrow
account to satisfy payment for such service.

Mr. Lubertazzi contends that the existence of the escrow account
is necessary to protect Lucent's interests. For example, merely
granting Lucent an administrative expense priority for the value
of its services rendered post-petition would not protect Lucent
in the event this case were converted to a Chapter 7 bankruptcy.
Under 11 U.S.C. Section 726(b), administrative claims allowed
under the Chapter 7 proceedings would be paid in full before any
unpaid Chapter 11 administrative claims were paid.

In the event the Debtors are delinquent on any payment, Mr.
Lubertazzi submits that Lucent should have the right to
terminate its services. Moreover, the Debtors should be required
to pay Lucent immediately upon the shipment of any products or
licensed materials shipped to the Debtors. Lucent should be
granted an administrative priority for all amounts the Debtors
fail to remit.

Mr. Lubertazzi points out that any services rendered by Lucent
to the Debtors post-petition would benefit not only the Debtors,
but also the other creditors. Those services would also be
performed pursuant to the parties' executory contract prior to
rejection or assumption. Therefore, Lucent should be granted
administrative priority for the value of the services it
performs post-petition. (Adelphia Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANTICA RESTAURANT: Mar. 27 Balance Sheet Upside-Down by $344M
----------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) reported results
for its first quarter ended March 27, 2002.

Highlights at Denny's for the first quarter included:

     --  Same-store sales for the quarter declined slightly by
0.1 percent at Denny's company restaurants.

     --  Revenue at company restaurants decreased $24.6 million
to $212.2 million for the quarter as a result of 103 fewer
company restaurants.

     --  Despite lower revenue, operating income and EBITDA for
the quarter increased $14.3 million and $4.0 million,
respectively, over the same period last year.

     --  The Denny's system closed 19 company and 15 franchised
restaurants during the quarter; total units closed during the
last twelve months were 76 and 62, respectively.

     --  Denny's opened 9 franchised restaurants during the
quarter, increasing the total units opened during the last
twelve months to 45.

     --  On April 15, 2002 (subsequent to quarter-end),
Advantica closed its debt exchange offer which reduced the face
amount of long-term debt by $17.7 million.

Commenting on the Company's results for the first quarter,
Nelson J. Marchioli, Advantica's president and chief executive
officer, said, "We were disappointed by the flat same-stores
sales in the first quarter. Among the factors impacting sales
was our decision to eliminate for 2002 the national coupons we
ran in past years as well as to significantly reduce coupons
offered at the store level. While effective in increasing
incremental guests, this discounting was not profitable. Our  
focus during the all-important second and third quarters will be
to drive profitable guest traffic with our $2.99 Grand Slam
promotion.

"Although guest traffic was weaker than expected in the first
quarter, I am pleased to report that operating margins improved
as a result of the initiatives implemented over the past year.
We are seeing a margin benefit from tighter cost controls in
areas such as food waste, marketing efficiency and overhead
spending. In addition, our decision to close underperforming
restaurants has not only increased operating margins, but will
also improve the consistency of our customers' experience at all
Denny's restaurants. By closing these stores, we are preserving
our limited capital for those restaurants that can generate a
sufficient return on investment," Marchioli concluded.

                    First Quarter Results

Revenue at company-owned Denny's restaurants for the first
quarter of 2002 decreased to $212.2 million from $236.8 million
in the same period last year. The revenue decline resulted from
a 103-unit net reduction in company restaurants over the last
year which included 33 refranchising transactions and the  
closure of 76 underperforming units. Denny's first quarter
EBITDA increased to $33.2 million from $29.2 million in the
prior year despite $2.6 million less in asset sale gains. The
increase in EBITDA was primarily attributable to improved
company restaurant operating margins which benefited from the
closure of underperforming restaurants. Also contributing to the
improved margins were lower food and occupancy costs, reduced
energy prices and more efficient marketing spending, partially
offset by increased restaurant labor costs. In addition, EBITDA
benefited from increased franchise operating income and reduced
general and administrative expenses.

The Company has revised its reporting of franchise restaurant
costs to include only those costs directly attributable to the
franchise operations. All indirect or shared support costs are
now reported in general and administrative expenses. To conform
to the current year presentation, the Company reclassified
approximately $1.6 million from franchise restaurant costs to
general and administrative expenses for the first quarter of
2001. These changes in classification have no effect on
previously reported net loss or loss per share.

Franchise and license revenue increased to $22.2 million
compared with $21.6 million in the prior year quarter, while
franchise operating income increased to $15.0 million from $13.4
million in last year's quarter. The increase in franchise
revenue resulted primarily from a net 9-unit increase in
franchised and licensed units compared with the prior year
quarter. In addition to the unit increase, the improvement in
franchise operating income is attributable to reduced marketing
expenses.

The Company reported a loss from continuing operations for the
quarter of $4.7 million, compared with last year's first quarter
loss of $21.2 million. In accordance with SFAS 142, the Company
has combined the excess reorganization value asset with goodwill
on the balance sheet and no longer records amortization of
goodwill and certain other intangible assets. Last year's first
quarter results included $8.3 million of amortization related to
these assets, while this year's quarter had no comparable  
expense. This year's first quarter benefited from a $2.7
million reduction in income tax expense related to the Job
Creation and Worker Assistance Act signed into law in March,
2002.

                    Revolving Credit Facility

On March 27, 2002, Advantica's $200 million credit facility had
outstanding revolver advances of $91.2 million compared with
$58.7 million outstanding on December 26, 2001. The increase in
revolver advances is partially attributable to Advantica's $29.8
million semiannual senior notes interest payment made in
January. Outstanding letters of credit decreased to $51.7
million from $52.2 million at year end 2001, leaving a net
availability of $57.1 million at the end of first quarter 2002.
The revolving credit facility matures on January 7, 2003;
therefore, we have reclassified the amounts due under the
facility to current liabilities on our consolidated balance
sheet. We are currently considering alternatives for refinancing
our revolving credit facility.

At March 27, 2002, the company's balance sheet showed a total
shareholders' equity deficit of over $344 million.

                     Discontinued Operations

FRD Acquisition Co., an Advantica subsidiary and the parent of
Coco's and Carrows, is classified as a discontinued operation
for financial reporting purposes. On February 14, 2001, FRD
filed a voluntary Chapter 11 bankruptcy petition to facilitate
the divestiture of Coco's and Carrows. On February 19, 2002,
Advantica (the equity holder), Denny's (the senior secured
lender) and FRD (the debtor), entered into a settlement
agreement with the official committee of unsecured creditors of
FRD seeking to resolve various disputes relating to the
administration of FRD's pending bankruptcy case. The bankruptcy
court approved the settlement agreement on March 8, 2002. This
agreement is subject to various terms and conditions, including
financing. If the agreement is consummated, we expect the
controlling interest of FRD and its subsidiaries to be
transferred to the unsecured creditors of FRD early in the third
quarter.  

During the first quarter, revenue at FRD (see attached table)
declined to $83.4 million from $89.4 million in the prior year
quarter. EBITDA at FRD decreased to $4.3 million versus $6.1
million in the prior year quarter.

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating over 2,300
moderately priced restaurants in the mid-scale dining segment.
Advantica owns and operates the Denny's, Coco's and Carrows
restaurant brands. For further information on the Company,
including news releases, links to SEC filings and other
financial information, please visit Advantica's Web site at
http://www.advantica-dine.com

Advantica Restaurant Group'S 11.250% bonds due 2008 (DINE08USR1)
are quoted at a price of 79, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1
for real-time bond pricing.


BANYAN STRATEGIC: Completes Sale of Riverport Property for $5.6M
----------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) has completed the
sale of its Louisville, Kentucky property, known as 6901
Riverport Drive, for a gross purchase price of $5.65 million.
The purchaser is Riverport LLC and Riverport Group LLC, each of
which is a Florida limited liability company, whose principals
include Daniel Smith of Charlotte, North Carolina.  Mr. Smith
previously managed properties owned by the Trust in Florida and
jointly owned with the Trust the Woodcrest property in
Tallahassee, Florida.

The Riverport property is a 322,000 square foot bulk warehouse
facility located in the Riverport Industrial area of suburban
Louisville. It is currently 55% leased by The Apparel Group,
Ltd., whose lease expires in July of 2004. The remaining 146,000
square feet are unoccupied.

The gross purchase price of $5.65 million represents an
effective reduction of $400,000 from the original contract price
of $6.05 million. The reduction resulted from a $100,000 credit
for deferred maintenance items discovered by the purchaser
during its inspection period, and the conversion (at no
additional cost to the Trust) of a $300,000 fee due to the
purchaser at closing, pursuant to the original contract, into a
purchase price reduction.

Upon closing, Banyan discharged its outstanding municipal bond
indebtedness ($3.40 million). Banyan also paid $140,000 in real
estate commissions, closing costs, prorations and transaction
expenses. Banyan realized approximately $2.11 million in net
proceeds from the sale.

Banyan also announced that consistent with its Plan of
Termination and Liquidation adopted on January 5, 2001, and by
reason of the receipt of proceeds from the sale of University
Square Business Center on April 1, 2002 and the sale of the
Riverport property, the Trust will make an interim liquidating
distribution of $0.30 per share on May 31, 2002 to shareholders
of record as of May 16, 2002. Giving effect to the distribution
announced today, the Trust will have made total distributions of
$5.25 per share since adopting the Plan of Termination and
Liquidation.

Banyan is marketing for sale its interest in its one remaining
property, The Northlake Tower Festival Mall in Atlanta, Georgia.
The company recently acquired the interest of its joint venture
partner in this property and now owns and controls the property
outright.

L.G. Schafran, Interim President and CEO of Banyan, commenting
upon the Riverport transaction said, "We are pleased to announce
the completion of the Riverport sale, which furthers our Plan of
Termination and Liquidation adopted in January of 2001. We are
similarly pleased to announce the $0.30 liquidating distribution
associated with this transaction and the sale of University
Square in April. By combining the proceeds from these two
transactions, we reduced the administrative expenses associated
with making this distribution."

                         Nasdaq Delisting

Banyan previously announced that on February 14, 2002, it was
notified by Nasdaq that because the minimum bid price for
Banyan's shares of beneficial interest closed below $1.00 per
share for the preceding thirty consecutive trading days,
Banyan's shares faced delisting. Nasdaq has advised that the bid
price must close at $1.00 or more per share for ten or more
consecutive trading days, between the notification date and May
15, 2002, for delisting to be avoided. If this criterion is not
met, the shares would be delisted, subject to Banyan's right of
appeal. Since February 14, 2002, the closing price of Banyan's
shares has averaged $0.70 per share and it is not anticipated
that the share price will exceed $1.00 before May 15, 2002.
Banyan is currently looking into alternatives in order to
provide a continued market for the exchange of its shares.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust (REIT) that, on January 5, 2001, adopted a Plan
of Termination and Liquidation. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately
9% of its original portfolio. As of this date, the Trust has
15,496,806 shares of beneficial interest outstanding.


BUDGET GROUP: Banks Waives Cross-Defaults Under Credit Facility
---------------------------------------------------------------
Budget Group, Inc. (OTC Bulletin Board: BDGPA) provided an
update on its recapitalization initiative. The Company announced
that its working capital banks have waived various covenants
through May 31, 2002, including certain cross-default provisions
with respect to the missed interest payment on the Company's
Senior Notes that was due on April 1, 2002. The waiver also
covers the non-payment of interest due on April 29, 2002, of the
Company's 6.85% convertible subordinated debentures.

As previously announced, the Company is in active discussions
with an ad-hoc steering committee that is comprised of several
of the largest senior noteholders. The Steering committee is
represented by Boston-based legal counsel Brown Rudnick Berlack
Israels LLP and by New York-based financial advisor Jefferies &
Company, Inc. The Company stated that these discussions have
been productive and have focused on a possible exchange of debt
for newly issued equity in Budget as part of Budget's
restructuring plan to eliminate or substantially reduce its non-
vehicle debt.

Budget also reported that it has received written expressions of
interest from several private equity investors interested in a
possible investment in the Company. The Company is currently
assisting these parties with their due diligence efforts. It is
likely that any investment would be contingent upon the Company
successfully completing a balance sheet restructuring.

Sandy Miller, Chairman and Chief Executive Officer of Budget
Group, Inc., commented, "We are pleased with the progress made
to date in our recapitalization initiative. The level of
interest from private equity investors is encouraging and
discussions with our senior noteholders regarding a
restructuring of our balance sheet are moving forward. We
believe the Company is taking the necessary strategic steps to
secure its financial future."

Edward Weisfelner, an attorney in Brown Rudnick's New York
office, stated, "While no agreement has yet been reached,
discussions between the Company and the Steering committee for
senior noteholders are continuing and have been productive to
date."

Separately, Budget announced that its Board of Directors has
postponed the Company's annual shareholder meeting. The Company
will reschedule its annual meeting once it has made additional
progress in its recapitalization initiative. At such time, a
proxy will be distributed to all shareholders of record. Budget
filed an amendment to the annual report on form 10K, originally
filed on April 10, 2002, to include information normally
provided in the proxy statement.

Budget Group, Inc. owns Budget Rent a Car Corporation and Ryder
TRS, Inc. Budget is the world's third largest car and truck
rental system and Ryder TRS is the nation's second largest
consumer truck rental company. For more information, visit the
Company's Web site at http://www.budget.com


CARAUSTAR INDUSTRIES: Posts Improved Results for First Quarter
--------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announced that
revenues for the first quarter ended March 31, 2002 were $222.2
million, a decrease of 4.7 percent from revenues of $233.1
million for the same quarter of 2001.  Net income for the first
quarter of 2002 was $499 thousand, compared to first quarter
2001 net loss of $10.8 million. The first quarter 2001 results
include pre-tax restructuring charges of $4.4 million related to
the permanent shutdown of our Chicago, Illinois paperboard mill
and $2.6 million related to the consolidation of the operations
of our Salt Lake City, Utah carton plant into our Denver,
Colorado carton plant.  Also included in the first quarter 2001
net loss was an extraordinary loss of $2.7 million, net of tax,
related to the early extinguishment of debt.  Net loss before
extraordinary loss and excluding restructuring costs for the
first quarter of 2001 was $3.7 million, or $0.13 net loss per
diluted share.

On January 1, 2002, the company adopted SFAS No. 142 "Goodwill
and Other Intangible Assets."  This new accounting standard
discontinues the amortization of acquisition-related goodwill
and other intangible assets with indefinite lives and
establishes new methods for testing the impairment of such
assets.  SFAS No. 142 requires that an initial impairment
assessment be performed on all goodwill and indefinite lived
intangible assets.  This assessment involves determining an
estimate of the fair value of the company's segments in order to
evaluate whether an impairment of the current carrying amount of
goodwill and other intangible assets exists.  The company has
completed its initial fair value assessment and anticipates no
impairment of goodwill.  Goodwill amortization expense in the
first quarter of 2001 was $1.1 million pre-tax, or $700 thousand
after-tax.  Net loss excluding goodwill amortization expense and
restructuring costs, net of tax, and before extraordinary loss
for the first quarter of 2001 was $3.0 million, or $0.11 net
loss per diluted share.

System volume increased 4.9 percent (12,000 tons) compared with
the fourth quarter of 2001 which supported a $9.4 million pre-
tax income gain.  Energy and fiber cost declines could not
offset paperboard selling price decreases and as a consequence
gross paperboard mill margins dropped $5 per ton. Margins on
tubes and cores, however, increased $18 per ton due primarily to
an improved mix of business compared to the 2001 fourth quarter.  
Lower interest expense, improved performance at our joint
ventures, lower selling, general and administrative expenses and
cost reduction also contributed to the improvement in pre-tax
income in the first quarter of 2002 compared to the fourth
quarter of 2001.

Commenting on first quarter 2002 performance, Thomas V. Brown,
president and chief executive officer of Caraustar, noted,
"Before restructuring charges and refinancing costs, Caraustar's
pre-tax income improved $6.1 million compared with the first
quarter of 2001.  Essentially all of these gains came through
improved operating income, both from consolidated businesses and
joint ventures.  Despite a 3.6 percent overall volume gain,
sales declined 4.7 percent ($11 million) due entirely to price
erosion across most product lines. Cost of goods sold decreased
$13 million and selling, general and administrative costs
declined $2.7 million.

"The mill system shipped an additional 9,100 tons in the quarter
over last year's first quarter, an increase of 4.2 percent, and
although price erosion continued throughout the year, those
declines were more than offset by efficiency and productivity
gains coupled with raw material and energy price and usage
reductions.  The company continues to make progress in the
introduction of new, low caliper, lightweight coated boxboard
grades for several end-use markets and a variety of customers.  
Clay coated boxboard mill volume increased 10.7 percent over the
prior year, with most coming from increased demand at the
Sprague mill.

"In other significant developments, Caraustar's gypsum facings
tonnage increased 13.1 percent with prospects for continued
gains associated with the growing acceptance of our very
lightweight, high strength product from Premier Boxboard
Limited, our Indiana joint venture mill.  Wallboard sales have
recovered somewhat from the low prices of 2001 and our joint
venture serving that market made a strong contribution to
earnings in the quarter.

"Our tube, core and composite can business continued to be soft
in the first quarter, as did the other specialty business.  We
expect that softness to continue through the second quarter.  
Until industrial production in the U.S. recovers, both of these
markets are likely to remain under pressure.

"During the quarter we purchased $6.75 million of our 7-3/8
percent senior notes and had capital expenditures of $5.8
million.  At the end of the quarter our cash on hand increased
to $67.5 million. Based on our first quarter results and
anticipated gains in business in the second and third quarters,
we believe the company can meet or exceed its free cash flow
objective of $55 million for the year.  Our current forecast for
second quarter earnings per diluted share is in a range from
$0.05 to $0.08."

Caraustar, a recycled packaging company, is one of the largest
and lowest-cost manufacturers and converters of recycled
paperboard and recycled packaging products in the United States.  
The company has developed its leadership position in the
industry through diversification and integration from raw
materials to finished products.  Caraustar is the only major
packaging company that serves the four principal recycled
paperboard product markets:  tubes, cores and cans; folding
carton and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.
    
                         *    *    *

As previously reported in the Troubled Company Reporter,
Standard & Poor's lowered its corporate credit ratings on
recycled paperboard manufacturer Caraustar Industries Inc. to
'BB' and removed them from CreditWatch where they were
placed on December 20, 2001. Rating outlook is stable.

The rating action reflected expectations that weak market
conditions amid continuing overcapacity will prevent Caraustar
from improving credit measures to levels expected for the prior
rating. Although most of the company's operating issues have
been remedied, and new business volumes are starting to ramp up,
recycled paperboard demand is unlikely to rebound sufficiently
in the near term to significantly boost performance.

The ratings reflect Caraustar's slightly below-average business
profile, with leading positions in various segments of the
recycled paperboard market, limited product diversity, and a
somewhat aggressive financial policy.


CHARTER COMMS: KPMG Replaces Arthur Andersen as Accountants
-----------------------------------------------------------
Effective April 22, 2002, Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation,
dismissed Arthur Andersen LLP as the Companies' independent
public accountants and engaged KPMG LLP to serve as independent
public accountants for the fiscal year 2002. The decision was
approved by Charter Communications, Inc., the manager of Charter
Communications Holdings, LLC and by the sole director of Charter
Communications Capital Corporation and was authorized by the
Manager's Board of Directors.

Paul Allen's info-bahn is a cable route, and Charter
Communications directs the traffic. The cable system operator
serves nearly 7 million subscribers in 40 US states. Not only is
it a leading cable TV player, but Charter has also embarked on a
$3.5 billion system upgrade to be able to offer broadband
services over its cable. Its new products include digital cable
(1 million customers) and high-speed Internet access via cable
modem (252,000 customers). Charter teams with companies such as
Wink and WorldGate to provide interactive TV services, and it's
a member of Broadband Partners, which is developing personalized
interactive services. Microsoft co-founder Allen controls about
94% of Charter's voting power.

As reported in the Feb. 13, 2002 edition of Troubled Company
Reporter, Charter Communications' December 31, 2001 balance
sheet showed a working capital deficit of about $1 billion.

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


CHARTER COMMS: Acquires Enstar Illinois Systems Assets for $48MM
----------------------------------------------------------------
On April 10, 2001, Interlink Communications Partners, LLC,
Rifkin Acquisition Partners, LLC and Charter Communications
Entertainment I, LLC, each an indirect, wholly-owned subsidiary
of Charter Communications Holdings, LLC, purchased the assets of
certain Illinois systems serving approximately 21,387 customers
for a cash sale price of $48,293,000, subject to certain closing
adjustments. These assets were acquired from Enstar Income
Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar
Income/Growth Program Six-A, L.P. and Enstar Cable of Macoupin
County pursuant to the terms of a purchase agreement entered
into in August 2001. Enstar Communications Corporation, a direct
subsidiary of Charter Communications Holding Company, is the
general partner of each of the selling Enstar limited
partnerships. It is expected that an additional acquisition of
approximately 6,513 customers in Illinois will be acquired from
Enstar Income Program II-1, L.P., for which Enstar
Communications Corporation is the general partner, for a
purchase price of $14,707,000, subject to certain closing
adjustments, with this additional acquisition anticipated to
close in the third quarter of 2002.


COMDISCO INC: Securities to be Issued Pursuant to Reorg. Plan
-------------------------------------------------------------
On the Effective Date, the Reorganized Comdisco, Inc. will
issue:

  (i) for distribution in accordance with the terms of the Plan,
      the New Common Stock, the New Senior Notes and the New PIK
      Notes to the Disbursing Agent; and

(ii) the New Subsidiary Companies Common Stock to Reorganized
      Comdisco.

                      The New Senior Notes

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, tells the Court that the New Leasing
Company -- a wholly owned direct subsidiary of Reorganized
Comdisco -- will issue New Senior Notes that will have a face
amount of $400,000,00.  Reorganized Comdisco will guarantee the
obligations of New Leasing Company.  Mr. Butler relates that the
New Senior Notes will have an interest rate of the three-month
LIBOR plus 3% and a maturity of 18 months.  "There will be no
penalty for or limitation on the ability of the New Leasing
Company to prepay the principal amount of the New Senior Notes,"
Mr. Butler says.  The Issuer will be required to make mandatory
pro rata prepayments of the principal amount of the New Senior
Notes on each quarterly Interest Payment Date in an amount equal
to 100% of the Excess Cash Flow or Unrestricted Cash and Cash
Equivalents on the balance sheet of New Leasing Company and New
Ventures Company as of 5:00 p.m. Eastern time on the last day of
each Fiscal Quarter minus an amount necessary to fund the
Company's operating reserve up to the Scheduled Cash Reserve
Amount for the next succeeding quarter.  Mr. Butler emphasizes
that the New Senior Notes will be paid in full prior to any
payments being made on the New PIK Notes.  "Prior to the
repayment in full of the New Senior Notes, accrued interest on
the New PIK Notes will be added to the principal balance of the
New PIK Notes," Mr. Butler says.  The New Senior Notes will be
secured by a security interest in all personal property and
assets of the Issuer and its subsidiary, New Ventures Company,
other than those assets already subject to a valid and perfected
security interest on the Effective Date of a Plan of
Reorganization.

                     The New PIK Notes

In addition, Mr. Butler continues, Reorganized Comdisco will
issue New PIK Notes, which will have a face amount of
$500,000,000.  According to Mr. Butler, the New PIK Notes will
have an interest rate of 11% and a maturity of three years.  
Like the New Senior Notes, Mr. Butler says, there will be no
penalty for or limitation on the ability of New Leasing Company
to prepay the principal amount of the New PIK Notes.  "The New
PIK Notes will be subordinated in right of payment to the New
Senior Notes," Mr. Butler emphasizes.  To ensure this, Mr.
Butler says, the indenture for the New Senior Notes and the
related guarantee by Reorganized Comdisco will prohibit cash
payments on the New PIK Notes until the New Senior Notes have
been paid in full. After the New Senior Notes are repaid in
full, Mr. Butler says, Reorganized Comdisco will be required to
make the mandatory pro rate prepayments of the principal amount
of the New PIK Notes on each quarterly Interest Payment Date in
an amount equal to 100% of the Excess Cash Flow.  "The Excess
Cash Flow, after the New Senior Notes have been repaid in full,
refers to Unrestricted Cash and Cash Equivalents on the balance
sheet of Reorganized Comdisco, New Leasing Company, New Ventures
Company and New Europe Holding Company as of 5:00 p.m. Eastern
time of the last date of each Fiscal Quarter, minus, an amount
necessary to fund the Company's operating reserve up to the
Scheduled Cash Reserve Amount for the next succeeding quarter,
cash reserves in an amount sufficient for payments required
under the Plan of Reorganization for the next succeeding
quarter, and accrued and unpaid amounts under the Management
Incentive Plan," Mr. Butler explains.

                        New Common Stock

Moreover, Mr. Butler continues, Reorganized Comdisco will also
issue the New Common Stock for distribution to holders of
Allowed Class C-4 General Unsecured Claims.  "The holders of New
Common Stock will be entitled, after payment of all prior
Claims, to receive a Pro Rata basis all assets of Reorganized
Comdisco upon the liquidation, dissolution or winding up of
Reorganized Comdisco," Mr. Butler explains.

Furthermore, Mr. Butler says the respective holders of New
Common Stock will vote on all matters in a single class.  Each
holder of New Common Stock will be entitled to one vote for each
share of New Common Stock owned.  Mr. Butler clarifies that
holders of New Common Stock do not have commutative voting
rights. (Comdisco Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


CONSECO INC: Says Liquidity Concerns are History
------------------------------------------------
Saying Conseco's liquidity concerns are history, CEO Gary C.
Wendt released "NEW Conseco Memo #24" this week:

                   NEW Conseco Memo #24


  To: Conseco Shareholders

From: Gary Wendt, Chairman & CEO

Date: May 1, 2002

  Re: 1Q Earnings

Summary
-------

     --  As indicated in the recent 10-K filing, the 2002
liquidity issues are behind us. Cash-raising initiatives have
been very successful and accomplished without damage to our
business franchises. The 2002 shortfall is covered, and we are
confident about liquidity in 2003.

--  1Q02 operating earnings were $39.9 million, up 18%
from $33.8 million in 4Q01. However, it should be recognized
that the previous quarter included a $28.3 million charge for
goodwill amortization. This expense is no longer required under
new accounting rules that went into effect in 2002.

     --  We incurred net non-operating charges (after-tax) of
$136.8 million, resulting in a net loss of $96.9 million for the
quarter.

     --  Pre-tax operating earnings in the Finance company were
up 23% over 4Q01. Progress is also evident in collections with
managed 30+ delinquencies down 54 basis points and managed 60+
delinquencies down 11 basis points since the end of 4Q01. We see
positive signs that economic recovery may be taking hold, but
the after-effects of the recession and the glut of manufactured
housing repos in the marketplace will continue to pressure
earnings in 2002.

     --  Insurance segment pre-tax operating earnings for 1Q02
were $163.7 million, only $4 million below our 1st quarter
expectation, but down 18% from $200.1 million in 4Q01. Sales
were flat to down a bit for the quarter reflecting, we believe,
the distraction of cash raising initiatives and reorganization
activities.

     --  Corporate interest and preferred dividend expense in
1Q02 was $117.7 million, down from $152.3 million in 1Q01, a 23%
reduction.

     --  The recently concluded bond exchange successfully
smoothed our 2004 - 2009 public debt principal maturities.

     --  Our 2002 guidance for operating earnings remains
60(cent) to 70(cent) per share.

                    Insurance Segment

"Pre-tax operating income from Insurance in 1Q02 was $163.7
million, approximately $4 million below our first quarter
expectation for this business segment. This was a decrease of
$39.5 million or 19% compared to 1Q01. The drop in earnings was
due primarily to: 1) an increase in our long-term care loss
ratio, which decreased earnings by approximately $20 million; 2)
a change in lapse rate assumptions in one of our traditional
life blocks, which added approximately $8 million to reserves
during the quarter; and 3) reduced earnings, totaling
approximately $7 million, associated with reinsurance
transactions completed in 1Q02 which were effective January 1st.
We also experienced some spread compression during the quarter
from the lower interest rate environment and a small decline in
our interest-sensitive product liability base.

"Loss ratios in our other supplemental health lines were
generally stable and within our expectations. As shown in the
table below, collected premiums were generally flat in the
health and life products and were down in annuities.

"Amortization expense increased by approximately $26 million
between 1Q01 and 1Q02; however, this increase was due to, and
offset by, favorable surrender charge income and derivatives
results in our annuity products.

"In aggregate, we expect completed and planned reinsurance
transactions and company sales from our Insurance segment in
2002 to generate $528 million in cash. And those transactions
are expected to reduce 2002 pre-tax operating earnings by
approximately $90 to $100 million. For the full year 2002, we
expect our Insurance operations to have pre-tax operating
earnings of $640 to $680 million.

                       Finance Segment

"In the first quarter, Conseco Finance generated more than $300
million cash, tendered for all its public debt, and achieved
reductions in delinquencies in nearly every product line.

"Pre-tax operating earnings at Conseco Finance were up 23% over
4Q01, from $27.0 million in 4Q01 to $33.1 million in 1Q02. This
progress and other key measures in the Finance company give us a
glimmer of better performance ahead, but it is still too early
to declare victory. The glut of repossessed manufactured housing
units in the market will continue to have negative implications
in this business segment and overall stability in the economy
remains uncertain. The stock of repo units throughout the
country is affecting recovery rates, forcing a larger mix of
"repo-refis," and depressing sales of new units. We expect this
problem to be a drag on earnings throughout 2002 and into 2003.

"In summary fashion, other important operating metrics in the
quarter were:

     --  Average on-balance sheet receivables grew to $18.8
billion - a 3% increase over 4Q01.

     --  Net operating expenses in 1Q02 decreased nearly $8
million or 5% from 4Q01. Cost-saving initiatives accounted for
more than $5 million of the savings.

     --  Consumer Businesses (Home Equity (HE), Retail Credit
(RC), and Consumer Finance (CF)) account for 53% of average on-
balance-sheet receivables, MH accounts for only 40%.

     --  Loan originations were $2.12 billion - a decrease of
26% from 4Q01 and a decrease of 5% from 1Q01 ...

     --  ... however, compared with 1Q01, MH originations are
down 35%, HE originations are up 18% and RC originations are up
13%.

     --  MH originations in 1Q02 comprised 16% of originations,
down from 23% in 1Q01. The target share for MH originations in
2002 is 15%.

     --  Securitization execution improved while spreads
compressed in 1Q02. In the HE transaction that occurred in the
first quarter, spread decreased from 4Q01 experience - 6.83% to
6.24%. Proceeds execution rate improved between quarters from
101.7% in 4Q01 to 103.2% in 1Q02.

     --  Portfolio net interest margin decreased to 5.20% of
average on-balance-sheet receivables/earning assets. This is a
30 basis point (bp) decrease from 4Q01 and 4 bp increase over 1Q
2001. In part this is a result of bringing $500 million of
floorplan assets onto the balance sheet in 1Q02.

     --  Total managed 30+ days delinquencies (DQ) decreased
$278 million or 18% in the quarter compared to year-end 2001,
falling 54 bps from 3.81% to 3.27%. We believe this is based on
seasonality, operational focus, and a marginally improving
economy.

     --  Total managed 60+ days delinquencies decreased 11 bps
in the quarter, from 2.10% in 4Q01 to 1.99%. On-balance-sheet
60+ DQ improved by 1 bp over 4Q01. The largest improvements in
60+ DQ were recorded in the retail credit and consumer finance
areas - a sign that recessionary forces are abating.

     --  Provision for loan loss in 1Q02 was $158.4 million,
down $18.3 million from 4Q01. Net credit losses were $141.6
million in 1Q02, up from $111.9 million in 4Q01.

     --  Loss reserve balance increased in the quarter by 4.4%
to $440 million from $421 million at December 31. This increase
strengthened our overall reserve position for on-balance-sheet
receivables ratio to 2.44% from 2.34% at the end of 4Q01.

     --  Bankruptcy filings in 1Q02 were down 12% from 4Q01, but
up 23% over 1Q01.

     --  On-balance-sheet Repo/REO inventory increased again
this quarter. Part of that increase is due to seasonal pressure.
In 1Q02, 77% of our repo disposition revenue came from retail
sales (vs. 75% in 1Q01). Maintaining this level is crucial to
achieving target recovery rates. We now own and operate 18 MH
retail sales lots.

     --  Repo/REO inventory increases were driven by both
Mortgage foreclosures and seasonal liquidation pressure. On a
dollar basis, 1Q02 incurs increased 3% compared with 4Q01, while
sales declined 9%.

                    Securities Litigation

"We were able to get the settlement of the securities
litigation, pending in federal court in Indianapolis against the
Company and several of its present and former officers and
directors, back on track. On April 15, 2002, we entered into a
new Memorandum of Understanding (MOU) with the plaintiffs under
which we agreed, subject to Court approval, to pay $95 million
up front, and another $25 million, plus interest, at the
conclusion of our coverage litigation against Lloyd's of London,
or on December 31, 2005, whichever comes first. The $95 million
payment is funded by the company's contribution of $20 million
and payments from the participating carriers totaling $75
million. All of our insurance carriers except Lloyd's agreed to
pay their policy limits to fund the settlement, although two of
them--Royal and RLI--have chosen to continue to litigate whether
their policies actually provide coverage for the securities
claims. Under the new MOU, the settlement will proceed even
though the coverage litigation is continuing, against three
carriers rather than six, in state court. If the federal court
approves the securities settlement, $90 million plus accrued
interest will be available at that time for distribution to the
plaintiff class. Then at the conclusion of the coverage
litigation or December 31, 2005, the remaining $30 million will
be distributed. At issue in the continuing coverage litigation
are (a) whether Royal and RLI were obligated to make their $15
million and $10 million payments, respectively, and (b) whether
Lloyd's is obligated to pay its $25 million policy limits--plus
some amount for bad faith. Of course, we intend to pursue our
coverage rights vigorously.

           Exchange Offer & Amended Bank Agreement

"As you know, we successfully concluded a bond exchange offer on
April 17. For details see NEW Conseco Memos 21 and 23 at the
Conseco.com web site. The results of the exchange have smoothed
our 2004--2009 public debt commitments.

"Also in the first quarter, we negotiated substantially better
terms on our credit facility agreement. A summary of these
amendments can be found in New Conseco Memo 22; or the
amendments themselves are available as a public record as an
exhibit to our 2001 Form 10-K filed with the SEC.

                       Cash Situation

"As you are well aware, we have spent a great deal of time over
the past few months on liquidity issues. You probably discerned
from our 10-K filing a month ago that our 2002 liquidity issue
has been resolved. That would have been a correct conclusion.
Since then, even more progress has been made. Let me give you a
final report.

"First, in the span of four months, Conseco Finance has already
surpassed its cash target for all of 2002. In addition to its
strong and predictable operating cash flow, our leadership team
in St. Paul has been very aggressive and successful with its
part in the company's cash-raising initiatives.

"At the beginning of the year, CFC had $324 million of public
debt coming due in 2002. During 1Q02, CFC tendered for all its
outstanding public debt. So far this year, it has retired $281
million of public debt that had been due in 2002. In June,
Conseco Finance will pay $35 million to retire the last of its
10-1/4% senior subordinated notes. Then, with an $8 million
payment in September, CFC will meet its final public debt
maturity. In addition to extinguishing $324 million of its own
2002 public debt this year, Conseco Finance has the plan and the
capacity to upstream at least $50 million to the parent.

"Meanwhile, cash-raising initiatives in the Insurance segment
have been equally productive. We now have completed, or are in
the process of completing, transactions that will provide $528
million of cash at the parent company. These amounts, combined
with projected operating cash flow of approximately $450 million
from our Insurance businesses, the above-mentioned available
funds from Finance, and an estimated $70 million from the
disposition of our remaining shares of AT&T Wireless would be
more than enough to cover all cash needs at the parent company
for 2002 (including interest, preferred dividends, public debt
maturity, 100% of the optional principal payment to the banks,
financing fees, etc.)

"It is very important to note that we have been able to execute
these cash-raising initiatives without damaging our existing
"franchise." The various reinsurance and sale transactions do
not affect the ongoing conduct of business. They relate to
existing, fixed blocks of business whose earnings will generally
diminish over time. We expect these reinsurance and sale
transactions to reduce 2002 pre-tax operating earnings in the
Insurance segment by approximately $90 to $100 million. Further,
we estimate the impact of these transactions on 2003 earnings
will be approximately $100 million.

"Given the attention we have generated by our transparent
approach to liquidity issues, I feel obliged to say that our
command over cash planning is better today by far than at any
time since we began the turnaround. (Recall that when I started
on June 30, 2000 Conseco faced $1.2 billion in bank debt due in
60 days, and had no plan for making the payment!) Bill Shea has
done a terrific job of coordinating our efforts. He has an
excellent senior staff in the Finance area. He has our business
leaders focused on this important issue. And we are way ahead of
the game.

"By that I mean to communicate that the combination of a
handsome 2002 year-end cash balance, operating cash flows in
Insurance and Finance, possible further transactions, and other
available cash-positive options, makes us confident about
liquidity in 2003. As you consider these capital and cash
questions, I believe it is very important to remember that,
unlike many other turnaround companies in today's economy,
Conseco has strong operating cash flows. Even after the
transactions executed to raise cash, our operating cash flow
should continue to exceed $750 million per year. This year,
operating cash flow should be approximately $800 million, which
is obviously more than enough to service our expected interest
and preferred dividend expenses of $500 million.

"My point in going to this length on this issue is to make
certain that you understand that the strain on cash is NOT an
interest coverage problem. Rather, it is a function of meeting
principal maturities to achieve our debt reduction goals. In
September 2000 we committed to reducing Conseco debt and
preferred securities by $3.5 billion within 3 1/2 years. We will
cross that goal with the public debt payments due in February
2003. And, we expect to have achieved a $3.8 billion reduction
by September 2003.

"At some point in this period, given the strong operating cash
flows and the declining interest coverage requirements, Conseco
should be in a position to restructure its existing debt in a
permanent and cost effective way. At that point, we would have
annual free cash flow of several hundred million dollars a year
available to reinvest in the business. We could be in that
position as early as late next year, but in any event, not long
after that. All of us here at Conseco are dedicated to doing the
hard work necessary to make that bright future a reality."

Conseco Inc.'s 10.75% bonds due 2008 (CNC08USR1), DebtTraders
reports, are trading at about 38. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1


COVANTA ENERGY: Bringing-In Nixon Peabody as Special Counsel
------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates propose to
retain the law firm of Nixon Peabody as their special counsel to
give advice regarding various of the Debtors' on-going projects.  
These projects include, but are not limited to, projects
associated with the operation and management of Corel Centre,
Ottawa; Ottawa Senators Hockey Club, Ottawa; Arrowhead Pond
Facility, Anaheim, California; waste-to energy facility in
Detroit, Michigan and geothermal energy facilities in Heber,
California; the development of the Three Mountain Power electric
generating project in northern California; and the Tampa Bay
water desalinization project.

Nixon Peabody will also assist the Debtors in the event of
litigation related to these projects where Nixon Peabody has
background regarding the issues because of its familiarity with
the relevant project.

Jeffrey R. Horowitz, Covanta's Senior Vice President-Legal
Affairs, states that Nixon Peabody is a law firm which employs
approximately 550 attorneys and maintains offices for the
practice of law, among others, in Washington, D.C. and New
York, New York.

Over the last approximately 16 years, Nixon Peabody has
represented Covanta in a number of significant transactions
related to its various projects, including, but not limited to,
the acquisition of its Detroit waste-to-energy project from ABB
Inc. and the operation and financing of the projects listed
above. Most of these projects are very complicated, involving a
number of different private and public entities; leases and sub-
leases of relevant properties among the parties for tax and
other reasons; unique financing vehicles like tax-exempt
municipal bonds issued by municipal authorities; and letters of
credit, with intricate draw-down conditions, to support the
performance of different parties.

Given the complexity of these projects and Nixon Peabody's
familiarity with many of these projects, the Debtors believe
that Nixon Peabody is uniquely qualified to assist them with the
legal issues (including any potential litigation) related to
these projects that are likely to arise in these proceedings.
23. The Debtors now desire to employ and retain, pursuant to
Sections 327(e) and 328(a) of the Bankruptcy Code, Nixon Peabody
as their special counsel, nunc pro tunc effective as of April 1,
2002. The Debtors have been informed that any of the Nixon
Peabody counsel who are not already members of the bar to this
Court will seek through a separate motion admission pro hac vice
to this Court.

Mr. Horowitz asserts that if the Debtors are not permitted to
retain Nixon Peabody as their special counsel, the Debtors,
their estates, and all parties in interest would be unduly
prejudiced by the time and expense required to become familar
with the intricacies of these complicated projects.

Nixon Peabody has indicated a willingness to act on the Debtors'
behalf to render the foregoing professional services.

In addition to its representation of the Debtors, Nixon Peabody
has previously represented other creditors and parties in
interest herein. The firm has not represented any of these
entities in connection with the Debtors. In any event,
because Nixon Peabody is being retained only as special counsel,
rather than as general bankruptcy counsel, Mr. Horowitz contends
that a more flexible standard of scrutiny applies to the
consideration of this Application.

In this matter, retention is sought under Section 327(e) of the
Bankruptcy Code, which provides that:

       "The trustee, with the court's approval, may employ, for
        a specified special purpose, other than to represent the
        trustee in conducting the case, an attorney that
        has represented the debtor, if in the best interest of
        the estate, and if such attorney does not represent or
        hold any interest adverse to the debtor or to the estate
        with respect to the matter on which such attorney is to
        be employed." 11 U.S.C. Section 327(e).

As set forth above, Nixon Peabody clearly satisfies this
standard.

The Debtors understand that Nixon Peabody intends to apply to
the Court for allowance of compensation and reimbursement of
expenses in accordance with applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules and the Local Rules and
orders of the Court.

Subject to Court approval under Section 330(a) of the Bankruptcy
Code, compensation will be payable to Nixon Peabody on an hourly
basis at its customary hourly rates for legal services rendered
that are in effect from time to time, plus reimbursement of
actual, necessary expenses incurred by the Firm. Nixon Peabody's
hourly rates, subject to periodic adjustments to reflect
economic and other conditions, are:

       Partners                            $320 - $535
       Special Counsel                     $285 - $520
       Associates                          $185 - $380
       Law Clerks/Summer Associates        $105 - $125
       Paralegals/Managing Attorney Clerks $115 - $165

The firm's standard hourly rates are set at a level designed to
compensate the firm for the work of its attorneys and paralegals
and to cover fixed and routine overhead expenses.

Mr. Horowitz explains that, in certain instances, Nixon Peabody
has entered into alternative billing arrangements with the
Debtors in which Nixon Peabody shares the risks and the rewards
associated with the development and financing of these projects.
For example, Nixon Peabody has been billing the client on an on-
going monthly basis an amount equal to 75% of its legal services
fees plus all current charges and disbursements in connection
with the development of the Three Mountain Power project in
California. The remaining 25% of legal services fees not billed
currently is deferred and will be paid with a corresponding 25%
premium in the event that the project is sold or achieves
financial closing.

A similar risk-reward sharing arrangement has also been entered
into with respect to the development of the Tampa Bay water
desalinization project. Nixon Peabody has been billing the
client on an on-going basis a monthly amount equal to 80% of its
legal services fees plus all current charges and disbursements.  
They are deferring the remaining 20% for payment with a
corresponding 20% premium in the event that the project closes
or achieves financial closing.

As of February 28, 2002, the amounts of legal services fees
deferred for the Three Mountain Power project and the Tampa Bay
project were $230,288.61 and $25,922.00, respectively, for a
total of $316,210.61.

The Debtors are not requesting authorization in this Application
to pay such pre-petition claims owed to Nixon Peabody, says Mr.
Horotwitz. The Debtors, however, propose to continue such
arrangements for both the Three Mountain Power and Tampa Bay
projects.

In connection with the reimbursement of actual, necessary
expenses, the Debtors have been informed that it is the Firm's
policy to charge its clients in all areas of practice for
expenses incurred in connection with the clients' cases. The
expenses charged to Nixon Peabody's clients include, among other
things, telephone and telecopier toll, mail and express mail
charges, special or hand delivery charges, document processing
charges, photocopying charges, travel expenses, expenses for
"working meals," transcription costs, as well as non-ordinary
overhead expenses such as secretarial overtime. The Debtors have
been informed that the Firm believes it is fairer to charge
these expenses to the clients incurring them than to increase
the hourly rates and spread the expenses among all its clients.
The Debtors have been assured that Nixon Peabody will charge the
Debtors for these expenses in a manner and at rates consistent
with charges made to the Firm's other clients.

Nixon Peabody will submit interim and final applications for
compensation in accordance with the Bankruptcy Code and
Bankruptcy Rules, the Local Rules for the Bankruptcy Court of
the Southern District of New York and such other and further
orders as the Court may direct.

Mr. Horowitz reveals that Nixon Peabody has received certain
amounts over the past 12-month period ended March 31, 2002. The
Debtors paid Nixon Peabody approximately $1,949,316.96 for pre-
petition services, as compensation for professional services
performed on behalf of the Debtors prior to the commencement of
these Chapter 11 cases. In addition, Nixon Peabody holds pre-
petition claims against the Debtors' estate on account of legal
services rendered prior to the Petition Date in the amount of
$220,883.33 plus an additional deferred amount of $316,210.61,
as described.

The Debtors do not request authorization in this Application to
pay such pre-petition claims owed to Nixon Peabody. The Debtors
submit that such claims do not serve to disqualify Nixon Peabody
from representing the Debtors on a post-petition basis.  This is
because Nixon Peabody does not represent or hold any interest
adverse to either the Debtors or their estates with respect to
the matters upon which Nixon Peabody is to be employed.

No promises have been received by either the Firm or any member,
counsel, associate or other employee thereof as to compensation
or payment in connection with this case other than in accordance
with the provisions of the Bankruptcy Code. Nixon Peabody has no
agreement with any other entity to share with such entity any
compensation received by the firm in connection with this
Chapter 11 case.

The Debtors seek approval of the Application on an interim basis
in order to provide parties an opportunity to object to the
final relief requested herein. If the Court approves the
Application, and no objections are timely filed, the Debtors'
request that the Application be deemed granted on a final basis
without further notice or hearing.

Mr. Horowitz asks Judge Blackshear to enter an order authorizing
the Debtors to employ and retain the firm of Nixon Peabody as
their special counsel, effective as of April 1, 2002, pursuant
to Sections 327(e) and 328(a) of the Bankruptcy Code, and that
the Court grant to the Debtors such other and further relief as
is just and proper. (Covanta Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CROWN CASTLE: ITV Liquidation Has Less Impact on US Credit Lines
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced further
details regarding the potential impact on its UK subsidiary,
Crown Castle UK Limited, of liquidation plans of ITV Digital.

As discussed in Crown Castle's 2001 Form 10-K and widely
reported in the press, ITV filed for administration on March 27,
2002, the UK equivalent of Chapter 11 bankruptcy. After
unsuccessful efforts by the administrator to sell the ITV
business as a going concern, ITV has announced plans to
liquidate its assets. ITV provided a digital terrestrial
television (DTT) service on a subscription basis to
approximately 1.2 million subscribers in the UK. Since 1999,
CCUK has been responsible for the transmission of the ITV signal
through the CCUK-owned DTT network. The DTT licenses previously
owned by ITV are being re-issued by the UK Independent
Television Commission on an expedited basis. CCUK is currently
in discussions to offer transmission services over its network
to prospective broadcasters interested in obtaining the DTT
licenses.

With the ITV liquidation and suspension of service, further on-
going collections under the ITV transmission contract are not
expected. Additionally, recovery of amounts due CCUK under the
contract as a creditor in the administration process are also
uncertain. CCUK had gross revenues of approximately $27.6
million annually under the transmission contact. If current
efforts to re-market the CCUK network prove unsuccessful, CCUK
expects EBITDA to be impacted negatively by approximately $16
million in 2002 and approximately $23 million annually assuming
no significant mitigation of costs. ITV represented
approximately 10 percent of the 2001 gross revenue of CCUK and
approximately 3 percent of the 2001 gross revenue of Crown
Castle. As a result, Crown Castle has lowered 2002 site rental
and transmission revenues by $28 million to between $657 and
$682 million, 2002 tower gross profit by $16 million to between
$389 and $434 million and 2002 total EBITDA by $16 million to
between $369 and $399 million. No further adjustments have been
made to Crown Castle's 2002-2004 previously announced
projections. The ITV liquidation will require CCUK to seek a
waiver or amendment of certain covenants under its #150 million
revolving loan agreement.

John P. Kelly, President and Chief Executive Officer, stated,
"While we are obviously disappointed with this loss of revenue
and EBITDA, we are encouraged by the discussions underway with
prospective new licensees. We are also optimistic that
agreements can be reached with new licensees in our effort to
replace the revenue and EBITDA previously generated under the
ITV contract. This will have no impact on our ability to
successfully execute our obligations under our other broadcast
contracts, most notably our agreements with the BBC."

Additionally, Crown Castle confirmed that the ITV liquidation
has no impact on its US credit lines and as of March 31, 2002,
Crown Castle had approximately $940 million in cash and
marketable securities and full access to the undrawn amounts on
its US credit facilities of approximately $545 million,
providing the Company with approximately $1.49 billion in
liquidity.

Crown Castle's first quarter 2002 earnings call is currently
scheduled for May 9, 2002.

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless
infrastructure, including extensive networks of towers and
rooftops as well as analog and digital audio and television
broadcast transmission systems. The Company offers near-
universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top
100 United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population. The Company owns, operates and manages over 15,000
wireless communication towers internationally. For more
information on Crown Castle International Corp. visit:
http://www.crowncastle.com


E-NET FINANCIAL: Auditors Raise Going Concern Doubts
----------------------------------------------------
E-Net Financial.com Corporation is an independent financial
services company, whose primary source  of revenue is American
Residential Funding "AMRES", a wholly owned subsidiary.  AMRES
offers loan originators a "net-branch" opportunity, in which
AMRES provides licensing, accounting and lender approvals in
over 40 states. They maintain a web site, www.amres.net, which
contains detailed information on AMRES, as well as provides Net
Branches with various corporate services. Currently  over 200
net-branches nationwide are operating, in addition to four
Corporate owned branches in four counties in Southern
California. According to E-Net, further rapid growth is
anticipated, both from commissioned and corporate marketing
staff. Loan processing, mortgage banking and acquisitions will
provide additional revenues sources.  During the three months
ended October 31, 2001, AMRES generated operating income in
excess of $160,000.

For the three and six month periods ended October 31, 2001, the
Company reported net losses of  $334,858 and $597,381
respectively.  For both periods, the Company had significant
non-cash expenses relating to stock issued to consultants and
amortization of warrants issued as part of the bridge loan
financing.  In addition, the tragedy of Sept. 11 virtually
stopped loan production for a week, significantly reducing
income for that period. As these costs expected to reduce in
future periods, the Company remains positive about its ability
to obtain profitability in the near future.

              Three Months Ended October 31, 2001

Revenues increased to $5,973,204 for the three months ended
October 31, 2001, compared to $2,616,980 for the three months
ended October 31, 2000.  The growth in revenues is primarily
attributable to the expansion and growth of AMRES through the
brokering of loans.  AMRES accounted for greater than 95% of
consolidated revenues for both periods.  AMRES, as did most of
the mortgage industry, benefited  greatly from the decline in
interest rates over the last several months.  Typically, as
interest rates fall, the refinance market heats up expanding the
market of interested borrowers beyond those borrowing for the
purchase of their primary residence. AMRES benefited from this
market upturn, as they had the capacity in terms of people and
infrastructure to accommodate the additional business.

More significantly, the growth of the net branch program at
AMRES was the major contributor to the growth in revenue.  
AMRES' net branch program comprised approximately 200 branches
as of October 31, 2001, compared to less than fifty branches as
of October 31, 2000. As the added support and sales staff takes
effect, the Net Branch program is expected to continue to be a
primary growth vehicle  for the Company in the future.  In
addition, the mortgage banking division of AMRES is expected to
continue its expansion over the next several months, including
applying to FannieMae as a  seller/servicer.

Revenues for Expidoc increased slightly to $116,110 for the
three months ended October 31, 2001 compared to $72,543 for the
three months ended October 31, 2000.  The increase is primarily
a result of Expidoc refocusing its market strategy to secure
higher volume customers as compared to many low-volume
customers.  This change in focus is evidenced by the addition of
such customers as  Ditech.com.

Bravorealty became operational in January 2001.  For the three
months ended October 31 2001, total  revenues amounted to
$58,809.  These revenues were generated based on approximately
five closed real estate purchase transactions during the
quarter.  Management believes that Bravorealty will be a
significant growth vehicle for the Company over the next 12
months, as evidenced by the steady  increase in the number of
real estate sales' listings and closed transactions generated by  
Bravorealty so far this fiscal year.

Revenues from Titus were not material for the periods presented.

The Company's net loss for the three months ending October 31,
2001 was $334,858, or $0.01 per share compared to a net loss of
$375,489, or $0.02 per share for the three months ended October
31, 2000. The Company believes that with its continued growth in
revenues and its ability to leverage its fixed costs against
those revenues, it will be able to achieve profitability in
future quarters.

                 Six Months Ended October 31, 2001

Revenues increased by $6,343,325, or 127.3%, to $11,326,267 for
the six months ended October 31, 2001, compared to $4,982,942
for the six months ended October 31, 2000.  This increase is
again the result of the growth and expansion of AMRES, primarily
the Net Branch program.

Revenues for Expidoc increased slightly to $172,927 for the six
months ended October 31, 2001 compared to $72,543 for the six
months ended October 31, 2000.  The increase in volume is a
result  of Expidoc adding such names as Ditech.com to their
customer list.

Again, Bravorealty became operational in January 2001.  For the
six months ended October 31 2001,  total revenues amounted to
$161,119.  These revenues were generated based on approximately
fifteen  closed real estate purchase transactions during the
period.  As stated above, management believes that Bravorealty
will be a significant growth vehicle for the Company over the
next 12 months, as evidenced by the  steady increase in the
number of real estate sales' listings and closed transactions
generated by Bravorealty so far this fiscal year.

Revenues from Titus were not material for the periods presented.

The Company's net losses for the six months ending October 31,
2001 and 2000 were $597,381, and  $1,254,042, or $0.018 and
$0.06 per share respectively.  During the most recent six-month
period, the non-cash expense component of the Company's net loss
was significant.  For the six months ending October 31, 2001,
non-cash expense relating to common stock issued to consultants,
for interest and  for non-recurring settlements amounted to
$547,995, $122,355 and $282,494, respectively. The Company
believes that with its continued growth in revenues and its
ability to leverage its fixed costs against those revenues, it
will be able to reduce its net losses in the future, and
possibly achieve  profitability.

The Company's stockholders deficit has been significantly
reduced from $1,184,382 to $69,925 primarily due to the issuance
of common stock in relief of debt.

E-net's interim financial statements have been prepared assuming
the Company will continue as a going concern.  Because the
Company has incurred significant losses from operations and has
excess current liabilities over current assets totaling
approximately 37,234, it may require financing to meet its cash
requirements.  The Company's auditors included an explanatory
paragraph in their annual report raising substantial doubt about
its ability to continue as a going concern.  However, during the  
six months ended October 31, 2001, the Company executed relief
from certain obligations by settlement of its creditors.  Cash
requirements depend on several factors, including but not
limited to, the pace at which all subsidiaries continue to grow,
become self supporting, and begin to generate positive cash
flow, as well as the ability to obtain additional services for
common stock or other  non-cash consideration.

If capital requirements vary materially from those currently
planned, the Company may require additional financing sooner
than anticipated.  At present, there are no firm commitments for
any additional financing, and there can be no assurance that any
such commitment can be obtained on favorable terms, if at all.  
Management has implemented several reductions of costs and
expenses to reduce its operating losses.  Management plans to
continue its growth plans to generate revenues  sufficient to
meet its cost structure.  Management believes that these actions
will afford the Company the ability to fund its daily operations
and service its remaining debt obligations primarily through the
cash generated by operations; however, there are no assurance
that management's plans will be successful.


EBT INTERNATIONAL: Trading on OTCBB to Commence on May 16, 2002
---------------------------------------------------------------
eBT International, Inc. (Nasdaq: EBTI) today announced that it
has filed its Annual Report on Form 10-K for the year ended
January 31, 2002 with the Securities and Exchange Commission.

According to the Company, the Form 10-K indicates that total net
assets in liquidation at January 31, 2002 were $ 4,700,000,
equivalent to approximately $ .32 per share, based upon
14,685,001 outstanding shares. The Company previously indicated
that the total net assets in liquidation were equivalent to
approximately $ .25 per share. The increase in per share
valuation reflects an adjustment to reduce reserves for possible
future claims, royalties from Red Bridge Interactive, Inc., and
a benefit from the Company's November 2002 share repurchase
program.

The Form 10-K also indicates that the Company's stockholders may
receive periodic additional liquidation proceeds totaling
approximately $ 4,700,000, or $ .32 per share. The actual amount
and timing of future distributions cannot be predicted at this
time, although the Board currently expects to make a cash
distribution of approximately $ .25 per share in October 2002.

The Company has also disclosed in its Form 10-K that it no
longer satisfies the requirements for continued listing of its
common stock on the Nasdaq National Market and will be delisted
at the close of business on May 15, 2002. Thereafter, the
Company's common stock will be traded on the OTC Bulletin Board.

Prior to May 23, 2001, eBT developed and marketed enterprise-
wide Web content management solutions and services. The
Company's shareholders approved a plan of liquidation and
dissolution on November 8, 2001, and a certificate of
dissolution was filed with the state of Delaware on November 8,
2001. On December 13, 2001, the Company returned the sum of
$44,055,000 (or $3.00 per share) to shareholders of record on
December 7, 2001.


ELITE TECHNOLOGIES: Auditors Express Going Concern Doubts
---------------------------------------------------------
Israel & Ricardo Blanco, C.P.A., of Atlanta, Georgia, serving as
the auditors for Elite Technologies, Inc., and its subsidiaries,
says that the Company's recurring losses from operations raise
substantial doubt about the entity's ability to continue as a
going concern.

Elite is a technology company primarily focused on the hardware
distribution and communications sector of the technology
industry. Through its subsidiaries, Elite offers information
technology ("IT") products, services, and solutions to small,
medium and large enterprises. Elite seeks to generate growth
through strategic acquisitions, increased sales, and operational
efficiencies achieved through centralization and standardization
of its subsidiaries' business procedures.

Elite was founded as a Georgia corporation in 1996 under the
name Intuitive Technology Consultants, Inc. ("ITC"). In July
1998, ITC Acquisition Group, LLP, consisting of management of
ITC, acquired a majority interest, through a reverse merger, in
CONCAP, Inc. On April 22, 1999, the Company changed its name to
Elite Technologies, Inc. Elite has transferred most of its
operations following the acquisition of ACE Manufacturing Group,
Ltd, (AMG), on March 15, 2000.

From 1998 until 2000, Elite offered a variety of IT services,
including IT staffing, custom software development and
integration, Internet hosting, content and technical
development, hardware sales and service, and content delivery
platforms. Elite also served as an authorized solution provider
and application developer for leading enterprise-level software
products. During this period, Elite expanded its products and
services through targeted acquisitions and internal growth.

                     Results Of Operations

Revenues from operations for the first nine months ended
February 28, 2002 decreased by $1,568,239 over the same period
of the previous year. This decrease is largely due to the
economic effect of the terrorist attack of September 11, 2001.

Cost of sales for the first nine months ended February 28, 2002
decreased by $1,066,148 as a function of sales falling
approximately fifteen percent between compared periods.

Salaries, wages and benefits increased by $397,609 due to the
Company's strategy of internalizing professional staff to help
defray consulting costs and increased staff requirements at Icon
Computer Parts, Corp.

The Company depreciates its assets, including goodwill, on a
straight-line basis over three to five years. This account
decreased by $212,222 as a result of the write off on non-
performing assets.

For the nine months ended February 28, 2002, other operating
expenses increased by $682,603 over the same period of the
previous year. This difference stems, in part, from the
operations of new companies World Touch Communications, Inc. and
Intelligent Software Solutions of Georgia, Inc. and Icon USA,
Inc. as well as increased staff requirements at Icon Computer
Parts, Corp.

An increase of $998,801 between periods stems from the issuance
of restricted stock for services rendered during the nine-month
period ended February 28, 2002.

A decrease of $1,584,031 between periods resulted from the non-
issuance of restricted stock to investment bankers during the
nine-month period ended February 28, 2002.

Write down of non-performing assets reflects the net write down
of goodwill as it relates to AC Travel, Inc.

Net loss increased by $1,685,752 for the above nine-month
period.

               Last Quarter Results Of Operations

Revenues from operations for the third quarter ended February
28, 2002 decreased by $998,449 from $3,299,484 for the same
period February 28, 2001. This decrease is largely due to the
economic effect of the terrorist attack of September 11, 2001.

Cost of sales for the third quarter ended February 28, 2002
decreased by $449,856 from $2,924,623 for the same period
February 28, 2001. The decrease between periods is a function of
a decline in sales volume of approximately thirty percent
between periods.

Salaries, Wages and Benefits increased by $111,294 from $166,740
for the same period February 28, 2001. The increase between
periods is due to the Company's strategy of internalizing
professional staff to help defray consulting costs as well as
increased staff requirements in Icon Computer Parts, Corp.

As stated, the Company depreciates its assets, including
goodwill, on a straight-line basis over three to five years.
Depreciation and amortization expense decreased $124,440 from
$410,314 over the previous quarter then ended February 28, 2001
due to write down of non-performing intangible assets.

For the third quarter ended February 28, 2001 other operating
expenses increased by $541,410 from a negative $165,736 for the
same period February 28, 2001. This increase reflects
significant net adjustments as made to the reporting period then
ended February 28, 2001.

An increase of $527,001 between periods is due to the issuance
of Company stock to consulting personnel.

Net losses increased by $1,669,573 from $27,892 for the same
period ended February 28, 2001. The net change between periods
is the cumulative function of all described changes as noted
above.

                        *    *    *   

Elite currently lacks the working capital required to continue
as a going concern and to achieve its acquisition program and
internal growth objectives. Management expects to enter into
agreements for debt or equity funding in the future in order to
meet the needs of internal growth and acquisitions.
Management believes that such agreements for debt or equity
funding will be sufficient to enable Elite to continue operating
as a going concern. However, there is no assurance that an
agreement for such additional funding will be consummated.


ENRON: Selling Trailblazer Interests to Kinder Morgan for $68MM
---------------------------------------------------------------
Over a year ago, the Enron Companies began efforts to sell
certain of their businesses, assets or operations. The goal was:

  -- to return the Enron Companies to their core operations, and

  -- to derive as much value as possible from enterprises that
     the Enron Companies had either purchased or developed from
     inception.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that the Enron Companies have fielded, and
continue to field, offers to purchase a variety of assets owned
by its non-debtor affiliates of the Debtors. These assets
include, but are not limited to:

    (a) turbines,

    (b) generators,

    (c) steam heat recovery units,

    (d) ancillary equipment in connection with power plant
        development,

    (e) options to purchase or lease power plant projects and
        permits to develop same,

    (f) interests in power plants operated by third parties,

    (g) interests in power plants operated by one of the Enron
        Companies,

    (h) emission credits issued by air districts in California
        necessary for a power plant to obtain an air permit,

    (i) oil and gas exploration and development interests and
        operations,

    (j) certain excess computers and related equipment,

    (k) certain excess furniture and fixtures,

    (l) interests in other operating businesses whether in the
        United States or abroad, and

    (m) other intangibles, including, but not limited to,
        contractual rights to receive payments.

As of April 5, 2002, Mr. Bienenstock says, only 58 of the Enron
Companies have commenced Chapter 11 cases.  However, Mr.
Bienenstock reminds the Court that the Enron Companies aggregate
approximately 3,500 separate entities operating worldwide. Mr.
Bienenstock notes that significant assets are held by its non-
debtor affiliates.

One example is the Enron Trailblazer Pipeline Company.  
According to Mr. Bienenstock, Enron Trailblazer is a non-debtor
Delaware corporation and a direct, wholly-owned subsidiary of
Enron. Trailblazer's assets consist of:

  (i) two notes payable by Enron in the aggregate amount of
      $26,544,296,

(ii) two intercompany accounts receivable in the amounts of
      $1,599,814 and $6,434 payable by Enron Operations Services
      Company and Enron Transportation Services Company,
      respectively,

(iii) all of the membership interests in Enron Trailblazer,
      L.L.C., a Delaware limited liability company, and

(iv) a 33.33% general partnership interest in Trailblazer
      Pipeline Company, an Illinois general partnership.

Kinder Morgan Energy Partners L.P. owns the remaining 66.67%
interest in the Trailblazer Pipeline Company.  Kinder Morgan is
also the operator the Partnership's pipeline system.

                 The Marketing and Sale Process

In May 2001, Enron Transportation Services Company and Kinder
Morgan began discussions regarding the possibility of acquiring
certain participation rights in the Partnership owned by CIG
Trailblazer Gas Company.

Enron Transportation is a Debtor that manages substantially all
of the investments, marketing and personnel of Enron's
interstate pipeline assets, including Trailblazer.

CIG owns rights to partnership participation and benefits
associated with a proposed expansion of the gas pipeline.

In June 2001, Mr. Bienenstock relates that Enron Transportation
and Kinder Morgan entered into negotiations with CIG regarding
the settlement of the dispute concerning CIG's right to
participate in the Partnership, i.e., the Expansion. "These
negotiations included the potential purchase by Kinder Morgan
and Trailblazer of all of CIG's rights in the Partnership," Mr.
Bienenstock reveals.

In the exchange of their respective valuations of CIG's rights,
Enron Transportation determined that the value of its 33.33%
interest in the Partnership was worth at least $56,000,000 --
based upon CIG's valuation and the book value of the Partnership
as a whole.  Enron Transportation decided it would be profitable
for them to market such interest to interested third parties.

Enron Transportation initially approached Kinder Morgan as a
potential purchaser because they believe that Kinder Morgan
would pay a premium for the Assets to obtain strategic ownership
of the Partnership. On September 25, 2001, Mr. Bienenstock says,
Trailblazer received a verbal offer for the Assets from Kinder
Morgan for $56,000,000. In its offer, Kinder Morgan agreed to
assume Trailblazer's obligations with respect to:

  (i) the outstanding indebtedness of the Partnership, and

(ii) the equity contribution required to be made in connection
      with the Expansion.

As a result of the interest shown in the Assets by Kinder
Morgan, Mr. Bienenstock tells the Court that Enron
Transportation decided to investigate whether additional value
could be obtained by selling the Assets to one of two master
limited partnerships and provided an information package to each
of EOTT Energy Corp. and Northern Border Partners, L.P.
According to Mr. Bienenstock, Enron Transportation chose EOTT
and Northern Border as potential bidders for the Assets based
upon a number of considerations:

  (i) similar to Kinder Morgan, EOTT and Northern Border have
      master limited partnership structures allowing each of
      them to bid with reference to a lower cost of capital,

(ii) the Assets would have been desirable to either of the two
      entities as both were actively looking for stable cash
      flows, which the Assets would have provided,

(iii) although the Assets were not strategic to Enron, in the
      business judgment of Trailblazer, their ownership by EOTT
      or Northern Border may have generated a greater value to
      Enron than would have been received by the sale of such
      Assets to Kinder Morgan, and

(iv) with a relatively limited universe of master limited
      partnerships and other logical strategic buyers, EOTT and
      Northern Border represented the most logical potential
      purchasers, given their financial and operational
      similarities to Trailblazer.

Enron Transportation held separate discussions with EOTT and
Northern Border regarding their potential bids.

On November 14, 2001, EOTT submitted a bid for the Assets in the
range of $65-70,000,000, subject to, among other things, the
satisfactory completion of due diligence.

Two days later, Northern Border submitted a non-binding letter
of intent to Enron Transportation regarding Northern Border
Intermediate Limited Partnership's interest in purchasing the
Assets for $68,000,000, subject to, among other conditions,
satisfactory completion of due diligence, no material adverse
change in the Assets or business of Trailblazer or the
Partnership and a downward price adjustment to account for any
settlement of CIG's right to participate in the Expansion.

On November 20, 2001, Kinder Morgan submitted a $65,000,000 bid
for the Assets, which, unlike Northern Border's offer,
contained:

  (i) no conditions associated with the potential dilution of
      Trailblazer's interest in the Partnership as a result of a
      settlement with CIG, or

(ii) any other conditions, such as a financing or due diligence
      contingency that would make the Kinder Morgan offer
      subject to any uncertainty of closing.

On November 26, 2001, EOTT raised its bid to $68,400,000 for the
Assets that contained the same conditions set forth in its
previous bid.

Likewise, Northern Border increased its bid to $71,000,000,
which contained numerous conditions, including a finalization of
the ongoing dispute with CIG and a concomitant reduction in
purchase price, due diligence and other contingencies.

This led Kinder Morgan to offer $68,000,000 for the Assets
without any conditions.

Finally, Enron Transportation accepted Kinder Morgan's offer.
"Enron Transportation concluded that any reduction in purchase
price to settle the dispute with CIG would decrease the ultimate
purchase price received by Trailblazer (which would have been
less than the Kinder Morgan offer)," Mr. Bienenstock explains.

On December 6, 2001, Mr. Bienenstock says, the Partnership
settled with CIG, thereby reducing Trailblazer's ownership
percentage in the Partnership effective on the completion of the
Expansion -- which is expected to occur in May 2002.  A week
later, Trailblazer and Kinder Morgan entered into that certain
Membership Interest Purchase Agreement, whereby Kinder Morgan
agreed to acquire all of the membership interests owned by
Trailblazer in the LLC, and Trailblazer's 33.33% general
partnership interest in the Partnership, prior to closing, for
$68,000,000.

In addition, Mr. Bienenstock says, Kinder Morgan has agreed to
assume Trailblazer's obligation with respect to:

  (i) the Partnership's outstanding indebtedness, and

(ii) the equity contribution required to be made in connection
      with the Expansion. (Enron Bankruptcy News, Issue No. 22;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Seeks Court Approval of Kinder Morgan Sale Agreement
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the Court to
approve the Purchase Agreement between Enron Trailblazer and
Kinder Morgan Energy Partners, L.P., which has these principal
terms and conditions:

Membership
Interests:     All of Seller's membership interests in the LLC,
                including a 33.33% general partnership interest
                in the Partnership, which will be transferred
                into the LLC prior to closing, and all of
                Seller's right, title, and interest in, and
                obligations under the Trailblazer Pipeline
                Company General Partnership Agreement.

Terms:         Purchaser will pay to Seller, at Closing,
                $68,000,000.

Closing:       Closing will occur at the offices of counsel to
                Seller, Bracewell & Patterson, L.L.P., located
                at 711 Louisiana Street, South Tower, Suite
                2900, Houston, Texas on the second business day
                following satisfaction of the conditions
                precedent in the Agreement or such other date or
                place as is mutually agreed upon among the
                parties. The obligations of Purchaser and Seller
                to consummate the Agreement are subject to the
                fulfillment, on or prior to the Closing Date, of
                certain conditions precedent (which have not
                been satisfied or waived prior to April 5, 2002)
                including, without limitation:

                -- Consents:

                All consents necessary for the consummation by
                the parties of the transaction contemplated by
                the Agreement must have been received. (Note:
                All required third party consents, including the
                waiver by CIG of its right of first refusal,
                have been obtained, other than those arising
                from the Chapter 11 cases.)

                -- Consent of Bankruptcy Court:

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

                -- Contribution:

                The contribution of Seller's general partnership
                interest in the Partnership to the LLC must
                have been consummated.

                -- Resolutions of Board of Directors and Consent
                   of Stockholder:

                The consent of the stockholder of Seller and
                resolutions of the Board of Directors of Seller
                authorizing and approving the Contribution and
                the transactions contemplated by the Agreement
                must have been received.

                -- Resolutions of Board of Directors of Enron:

                Resolutions of the Board of Directors of Enron
                authorizing and approving the contribution of
                Partnership interests and the transactions
                contemplated by the Agreement must have been
                received.

                -- HSR Act:

                The waiting period under the HSR Act must have
                expired or been terminated. (Note: The
                notification required by the HSR Act was filed
                on January 18, 2002 and the waiting period
                expired at 11:59 p.m. on February 4, 2002.)

                -- Other Consents:

                All consents required or appropriate, as
                determined by Seller in its sole discretion
                acting reasonably, under, or as a result of, the
                debtor in possession facility negotiated by
                Enron must have been received.

                These additional conditions precedent (which
                have not been satisfied or waived prior to April
                5, 2002) will be satisfied by Seller on or
                prior to the Closing Date:

                -- Transfer of Membership Interests:

                Seller must have executed and delivered that
                certain Bill of Sale and Assignment of
                Membership Interests.

                -- No Adverse Change:

                No material adverse change in the results of
                operations, financial condition or business of
                the Partnership will have occurred, and the
                Partnership will not have suffered any material
                loss of or damage to any of its properties or
                assets, whether or not covered by insurance,
                which change, loss or damage, taken as a whole,
                is reasonably expected to equal or exceed
                $20,000,000.

Indemnification:
of Purchaser.   Seller agrees to indemnify each Purchaser
                Indemnified Party against, and hold each
                Purchaser Indemnified Party harmless from, any
                Purchaser Indemnified Loss; provided, however,
                that Purchaser Indemnified Parties will not be
                entitled to assert rights of indemnification
                under Article IX of the Agreement for Losses
                unless and until the aggregate of all such
                Purchaser Indemnified Losses exceeds $68,000,
                whereupon Purchaser Indemnified Losses will be
                entitled to indemnification under the Agreement
                for any such Purchaser Indemnified Losses in
                excess of, but excluding, $68,000.

Indemnification
of Seller:      Purchaser agrees to indemnify Seller against,
                and hold Seller harmless from, any Seller
                Indemnified Loss; provided, however, that Seller
                will not be entitled to assert rights of
                indemnification under Article IX of the
                Agreement for Seller Indemnified Losses unless
                and until the aggregate of all such Seller
                Indemnified Losses exceeds $68,000, whereupon
                Seller will be entitled to indemnification
                under the Agreement for any such Seller
                Indemnified Losses in excess of, but excluding,
                $68,000.
Limitation on
Indemnification: Notwithstanding anything to the contrary in the
                Agreement, Seller is not liable for aggregate
                Purchaser Indemnified Losses in excess of the
                Purchase Price, nor is the Seller liable to
                Purchaser Indemnified Parties for any
                consequential, exemplary, punitive, remote, or
                speculative damages or lost profits; provided,
                however, that if any Purchaser Indemnified Party
                is held liable to a third party for any such
                damages and Seller is obligated to indemnify a
                Purchaser Indemnified Party for the matter that
                gave rise to such damages, Seller will be
                liable for, and obligated to reimburse such
                Purchaser Indemnified Party for, such damages.

Survival:      The representations and warranties set forth in
                the Agreement and in any certificate or
                instrument delivered in connection therewith
                will survive until six months after the Closing
                Date. The representations and warranties of the
                Seller in Sections 3.01, 3.02, 3.03, 3.04, 3.10,
                and 3.12, and of the Purchaser in Sections 4.01,
                4.02, 4.03 and 4.04 and in any certificate or
                instrument delivered in connection therewith
                will survive indefinitely. The indemnities of
                Purchaser Indemnified Parties for losses arising
                out of or resulting from:

                (a) any act or omission on the part of Enron
                    Trailblazer, L.L.C. and Seller prior to
                    Closing, whether or not continuing, whether
                    or not disclosed by Seller to Purchaser
                    prior to Closing and whether or not
                    otherwise known by Purchaser, or

                (b) the ownership or operation of Enron
                    Trailblazer, L.L.C. relating to periods
                    prior to Closing will terminate as of the
                    termination date of each respective
                    representation, warranty or covenant under
                    Section 9.06 except as to matters for which
                    a claim notice has been provided to Seller
                    on or before that date.

Termination:   -- Grounds for Termination:

                The Agreement may be terminated at any time
                prior to the Closing:

                (a) by mutual written agreement of the parties;
                    or

                (b) by either Seller or Purchaser:

                       (i) if the Closing has not occurred by
                           June 30, 2002, or

                      (ii) the consummation of the transactions
                           contemplated thereby would violate
                           any non-appealable, final order,
                           decree or judgment of any
                           Governmental Authority;

                    provided, however, that a party will not be
                    allowed to exercise any right of termination
                    pursuant to this Subsection (b) if the event
                    giving rise to such right is due to
                    the negligent or willful failure of such
                    party to perform or observe in any material
                    respect any of the covenants or agreements
                    set forth in the Agreement to be performed
                    or observed by such party.

                -- Effect of Termination:

                If the Agreement is terminated, and not as the
                result of the negligence or willful failure of
                any party to perform its obligations thereunder,
                such termination is without liability of
                any party to the Agreement or any Affiliate,
                shareholder, director, officer, employee, agent
                or representative of such party. However, no
                party will be released from any liability for
                any breach by such party of the terms and
                provisions of the Agreement or impaired in its
                right to compel specific performance by the
                other party of its obligations under the
                Agreement.

Early this year, Martin J. Bienenstock, Esq., at Weil, Gotshal &
Manges LLP, in New York, informs Judge Gonzalez that Northern
Border Partners submitted an unsolicited, revised bid for the
Assets substantially reaffirming its bid submitted on November
28, 2001.  Mr. Bienenstock explains that Enron Transportation
Services rejected Northern Border's revised bid and decided to
move forward with Kinder Morgan towards consummating the
Agreement because:

  (a) Kinder Morgan's $68,000,000 offer was higher than Northern
      Border's by approximately $2,500,000 (after a price
      adjustment due to the CIG settlement);

  (b) an offer from a party other than Kinder Morgan would be
      subject to a right of first refusal held by Kinder Morgan
      under the Partnership's partnership agreement;

  (c) in addition to its $68,000,000 bid for the Assets, Kinder
      Morgan agreed to pay Trailblazer its actual distribution
      for each quarter, pro rata up to the date of closing for
      the current quarter, which distribution is projected at
      $1,000,000 (i.e., if the closing occurs at May 15, 2002,
      Enron's share of such total quarterly distribution is
      76/92, or an estimated $825,000), which provision was not
      included in either Northern Border's or EOTT's offer;

  (d) unlike Kinder Morgan, EOTT and Northern Border are
      affiliates of Enron (Enron is a general partner to both
      companies and a transaction with either of them would
      require a fairness opinion and a special approval
      process);

  (e) the ability of both Northern Border and EOTT to close the
      transaction would be uncertain, since both bids were
      subject to a satisfactory due diligence review and
      further, that EOTT was eventually removed from
      consideration because it could not finance a bid;

  (f) Kinder Morgan did not require any further due diligence
      regarding Trailblazer and its operations;

  (g) Kinder Morgan recognized and accepted that Trailblazer's
      33.33% equity interest in the Partnership would equate to
      an approximate 31.0% equity interest after the settlement
      with CIG;

  (h) Kinder Morgan's status as operator of the Partnership's
      pipeline system enabled Kinder Morgan to execute a
      purchase and sale agreement without representations,
      warranties and other provisions relating to the
      Partnership's operations that would likely be required by
      a non-operating third party; and

  (i) Kinder Morgan has received the approval of its board of
      directors and is prepared to close as soon as possible,
      with no due diligence or financing contingency, as the
      parties had intended to close on December 16, 2001.

On March 13, 2002, Mr. Bienenstock says, Trailblazer and Kinder
Morgan executed a letter agreement pursuant to which Kinder
Morgan agreed to reimburse Trailblazer, at Closing, 100% of the
amount of any capital contribution for the Expansion paid by
Trailblazer prior to the Closing Date. (Enron Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON WIND DEVELOPMENT: Case Summary & Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Enron Wind Development LLC
        13000 Jameson Road
        P.O. Box 1910
        Tehachapi, California 93561
        aka Enron Wind Development Corp.
        aka EREC Subsidiary XVL LLC
        aka Zond Development Corporation

Bankruptcy Case No.: 02-12104

Type of Business: Enron Wind Development LLC was formed to
                  develop wind power projects within the
                  United States.

Chapter 11 Petition Date: May 1, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                  and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $44,460,000

Total Debts: $32,333,000

Debtor's 13 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Arnold & Porter            Legal Services             $140,000

Michael Brandeman          Consultant Services         $38,481

McDermott, Will & Emery    Legal Services              $36,020

Kim Lewis                  Land Services               $33,816

Environmental Stewardship  Trade Debt                  $27,230

Richard Simon              Consultant Services         $15,083

Mallesons Stephen Jaques   Legal Services              $10,706

Zond de Honduras           Trade Debt                   $5,886

Miguel Angel Matute        Consultant Services          $2,500

Robert & Helen Emick       Land Payment                   $552

Gregory & Valerie Emick    Land Payment                   $352

Ken, Tim and Greg Emick    Land Payment                   $176

XS Ranch                   Land Payment                    $94


EXIDE: Seeks Approval to Continue Using Existing Business Forms
---------------------------------------------------------------
To minimize expense to their estates, Exide Technologies and its
debtor-affiliates request authority to continue use all
correspondence and business forms (including, but not limited to
letterhead, purchase orders, invoices, etc.), as well as checks
without reference to their "Debtor In Possession" status.

Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young & Jones P.C. in Wilmington, Delaware, tells the Court that
parties doing business with the Debtors undoubtedly will be
aware of the Debtors' status as Chapter 11 Debtors-in-
Possession.  They will know from both the notice that will be
sent to all parties of the bankruptcy filing and the publicity
of the filing. Changing correspondence and business forms would
be unnecessary and burdensome to the estates, as well as
expensive and disruptive to the Debtors' business operations,
particularly with respect to programming that would be necessary
to alter the Debtors' check drafting software. For this reason,
the Debtors request that they be authorized to use their
existing checks and business forms without placing a label with
"Debtor In Possession" on the checks or forms. When the existing
check stock is depleted, the Debtors agree to use new check
stock with the "Debtor In Possession" designation. (Exide
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

  
EXODUS: Asks Court to OK Proposed Plan Solicitation Procedures
--------------------------------------------------------------
In consonance with their disclosure statement, Exodus
Communications, Inc., and its debtor-affiliates request the
Court for the entry of an Order:

A. Approving the Solicitation Procedures Order scheduling the
   Confirmation Hearing;

B. establishing deadlines and procedures for filing objections
   to the confirmation of the Plan, claim objections and
   temporary allowance of claims for voting purposes;

C. Determining the treatment of certain unliquidated, contingent
   or disputed claims for notice, voting and distribution
   purposes;

D. Setting a record date; and

E. Approving solicitation packages and procedures for
   distribution to certain creditors, the form of notice of the
   Confirmation Hearing and related matters and the forms of
   Ballots; and

F. establishing a voting deadline; and procedures for tabulating
   votes.

According to David R. Hurst, Esq., at Skadden Arps Slate Meagher
& Flom LLP in Wilmington, Delaware, the hearing date to consider
the adequacy of the Disclosure Statement is set for April 24,
2002 while the date for the commencement of the hearing on the
confirmation of the Chapter 11 Liquidation Plan has been set for
May 30, 2002.  The deadline for filing and serving objections to
the confirmation of the Plan, meanwhile, is on May 24, 2002.

         Deadlines & Procedures for Filing Objections

The Debtors request the Court to require that objections, if
any, to confirmation of the Plan and claim objections be made in
writing; comply with the Bankruptcy Code, the Bankruptcy Rules
and the Local Rules; set forth the name of the objector, and the
nature and amount of any claim or interest asserted by the
objector against or in the Debtors, their estates or their
property; state with particularity the legal and factual bases
for the objection; and be filed with the United States
Bankruptcy Court for the District of Delaware, together with
proof of service, and served by personal service, overnight
delivery or first class mail, so as to be received no later than
the Objection Deadline, to Counsel for the Debtors, United
States Trustee, and Counsel for the Creditors' Committee.

The Debtors also request that the Court set May 3, 2002 as the
deadline for filing and serving objections to claims solely for
purposes of voting on the Plan. This Claims Objection Deadline,
however, does not apply to claim objections, which may be
asserted for purposes other than voting on the Plan.

The Debtors propose that the Court use its power under Section
105(a) of the Bankruptcy Code to set May 17, 2002 as the
deadline for filing and serving motions pursuant to Bankruptcy
Rule 3018(a). The Debtors further propose that any party timely
filing and serving a Rule 3018(a) Motion be provided a ballot
and be permitted to cast a provisional vote to accept or reject
the Plan. If, and to the extent that, the Debtors and such party
are unable to resolve the issues raised by the Rule 3018 (a)
Motion prior to the Voting Deadline, then the Debtors request
that the party be required to obtain an order of the Court
temporarily allowing its claim for voting purposes.  This order
should be obtained on or before three business days prior to the
Confirmation Hearing so that the party's vote on the Plan can be
counted. Requiring Rule 3018 (a) Motions to be filed by the Rule
3018 (a) Motion Deadline will afford the Debtors sufficient time
to consider and, if necessary, contest, the Rule 3018 (a)
Motions and will help to ensure that an accurate tabulation of
ballots is completed by the Confirmation Hearing Date. The
Debtors further propose that the Court consider only those Rule
3018 (a) Motions that have been timely filed and served in
accordance with the provisions of this Motion.

    Treatment of Unliquidated, Contingent or Disputed Claims

Pursuant to Bankruptcy Rule 3003(c)(2), Mr. Hurst submits that
creditors whose claims are not scheduled or who hold claims that
are scheduled as disputed, contingent or un-liquidated must
timely file a proof of claim in order to be treated as creditors
for voting and distribution purposes. The Debtors request that
the Court direct that creditors holding Non-Voting Claims be
denied treatment as creditors with respect to such claims for
purposes of voting on the Plan.  They also ask that these
creditors be denied distributions under the Plan, and the
receiving of notices, other than by publication, regarding the
Plan.

For the purposes of this motion, Non-Voting Claims means claims
that are:

A. scheduled in the Debtors' schedules of assets and
   liabilities, filed November 6, 2001 as disputed, contingent
   or unliquidated and which are not the subject of a timely-
   filed proof of claim, or a proof of claim deemed timely filed
   with the Bankruptcy Court pursuant to either the Bankruptcy
   Code or any order of the Court, or otherwise deemed timely
   filed under applicable law; or

B. not scheduled and are not the subject of a timely-filed
   proof of claim, or a proof of claim deemed timely filed with
   the Bankruptcy Court pursuant to either the Bankruptcy Code
   or any order of the Court, or otherwise deemed timely filed
   under applicable law.

The Debtors propose that the Court order, pursuant to Sections
105(a) and 502 (a) of the Bankruptcy Code, that any claim for
which a separate objection has been filed before confirmation of
the Plan be determined not to be entitled to vote on the Plan.
The Debtors further propose that such claims not be counted in
determining whether the requirements of Section 1126 (c) of the
Bankruptcy code have been met with respect to the Plan unless
the claim has been temporarily allowed for voting purposes
pursuant to Bankruptcy Rule 3018 (a) or except to the extent
that the objection to such claim has been resolved in favor of
the creditor asserting the claim.

For purposes of voting, the Debtors propose that the amount of a
claim used to calculate acceptance or rejection of the Plan
under Section 1126 of the Bankruptcy Code be:

A. the amount of such claim or interest that has been scheduled
   by the Debtors,

B. the liquidated amount specified in a proof of claim that was
   or is deemed timely filed under applicable law and any
   applicable orders of the Court and that was not objected to
   by a party in interest or otherwise allowed by a final order
   of the Court, or

C. the amount temporarily allowed by the Court for voting
   purposes pursuant to Bankruptcy Rule 3018(a), in accordance
   with the procedures set forth above regarding Rule 3018 (a)
   Motions.

The Debtors additionally propose that the ballots cast by
holders of claims who timely file proofs of claim in un-
liquidated or unknown amounts that are not the subject of an
objection filed before the Confirmation Hearing should be
counted for purposes of satisfying the number requirement of
Section 1126 (c) of the Bankruptcy Code.  These should not be
counted toward satisfying the aggregate amount provision of that
Section, unless temporarily allowed by the Court in a specific
amount for voting purposes pursuant to Bankruptcy Rule 3018(a),
in accordance with the procedures set forth above regarding Rule
3018 (a) Motions.

                 Establishment of Record Date

The Debtors request that this Court exercise its power under
Section 105 (a) of the Bankruptcy Code to set April 19, 2002 as
the record date for determining creditors and equity holders
entitled to receive Solicitation Packages.  This date would also
be the date for determining creditors entitled to vote to accept
or reject the Plan, notwithstanding anything to the contrary in
the Bankruptcy Rules. The Debtors will instruct those
responsible for compiling ownership lists to prepare the lists
as of April 19, 2002.

             Approval of Forms of Notice and Ballots

Within ten calendar days after the date an order approving the
Disclosure Statement is entered by the Court, the Debtors
propose to mail Notice of the Confirmation Hearing to all of
their known creditors, indenture trustees and equity security
holders as of the Record Date.  They would also send the Notice
to all other entities required to be served under Bankruptcy
Rules 2002 and 3017.

In addition, the Debtors propose to mail to holders of claims in
Classes 1 and 2, a copy of the Notice Of Non-Voting Status With
Respect To Unimpaired Classes; and to holders of claims and/or
interests in Classes 6 and 7, a copy of the Notice Of Non-Voting
Status With Respect To Impaired Classes.

The Debtors further propose to mail to holders of claims in
Class 3, 4 and 5, who are impaired and entitled to vote on the
Plan, an information and solicitation package. The Solicitation
Package will contain a copy or conformed printed version of (i)
the Disclosure Statement, including a copy of the Plan as an
exhibit; and (ii) a copy of the order approving the Disclosure
Statement. Each of the Solicitation Packages also will contain
one or more ballots (and a pre-addressed, postage-prepaid return
envelope) appropriate for the specific creditor.  Finally, each
of the Solicitation Packages will contain the Confirmation
Notice.

So as to avoid duplication and reduce expenses, and except as
otherwise set forth herein, the Debtors propose that:

A. creditors holding unclassified claims or unimpaired claims
   and also claims in a class that is designated as impaired and
   entitled to vote under the Plan should be required to receive
   only the Solicitation Package appropriate for that impaired
   class; and

B. creditors who have filed duplicate claims in any given class
   should be required to receive only one Solicitation Package
   and one ballot for voting their claims with respect to that
   class.

Mr. Hurst states that the appropriate Ballot forms, as
applicable, will be distributed to holders of claims in Classes
3, 4 and 5 who are entitled to vote to accept or reject the
Plan.

The Debtors request that the Court authorize the Debtors to
publish the Confirmation Notice once on or before May 3, 2002 in
the Wall Street Journal and The New York Times (national
editions). The Debtors believe that publication of this notice
will provide sufficient notice to persons who do not otherwise
receive the Confirmation Notice by mail.

                Establishment of Voting Deadline

The Debtors request that the Court fix May 24, 2002, as the
deadline by which Ballots for accepting or rejecting the Plan
must be received by the voting Agent if they are to be counted.

To avoid uncertainty, provide guidance to the Debtors and the
Voting Agent, and avoid the potential for inconsistent results,
the Debtors request that the Court, under section 105 (a) of the
Bankruptcy Code, establish the guidelines set forth below for
tabulating Ballots. The Debtors propose that any ballot timely
received that contains sufficient information to permit the
identification of the claimant and is cast as either an
acceptance or rejection of the Plan will be counted and will be
deemed to be cast as an acceptance or rejection, as the case may
be, of the Plan. To avoid inconsistent treatment, and to provide
guidance to the Debtors and the Voting Agent, the Court should
order that each record holder or beneficial owner of the Debt
Securities will be deemed to have voted the full principal
amount of its claim relating to such Debt Security,
notwithstanding anything to the contrary on the ballot.

The Debtors further proposed to the Court balloting procedures,
procedures for tabulating votes cast by holders of Debt
Securities, and procedures for handling voting conflicts and
miscounts. (Exodus Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Court OKs Herbert Smith as Future Rep.'s Counsel
---------------------------------------------------------------
The Court-appointed Legal Representative for Future Asbestos-
Related Claimants, Eric D. Green, Esq., obtained Court approval
and authority to employ and retain Hebert Smith as their English
co-counsel, effective as of February 19, 2002, in the chapter 11
cases of Federal-Mogul Corporation, and its debtor-affiliates.

According to Mr. Green, Herbert Smith seeks to render, among
others, these services:

A. consult with the Future Representative, the Debtors, the
    Office of the U.S. Trustee, and the English authorities
    concerning the administration of these Chapter 11 cases and
    the insolvency cases pending in the United Kingdom;

B. to review , analyze and respond to pleadings filed with the
    High Court by the Debtors and to participate in hearings on
    such pleadings;

C. to investigate the acts, conduct, assets, liabilities, and
    financial condition of the Debtors, the operation of the
    Debtors' businesses, and any matters relevant to these
    Chapter 11 cases and the insolvency cases pending in the
    U.K. in the event, and to the extent required by the Future
    Representative;

D. to take all necessary actions to protect the rights and
    interest of the Future Representative in the U.K.,
    including, but not limited to negotiations and preparations
    of documents relating to any plan of reorganization and
    disclosure statement; and,

E. to represent the Future Representative in connection with the
    exercise of his powers and duties under the English law in
    connection with these cases.

Compensation will be paid to Herbert Smith on an hourly basis,
plus reimbursement of actual, necessary expenses that it incurs.
The principal attorneys and paralegal presently designated to
represent the Future Representative and their current standard
hourly rates are:

                    Professional          Rate
                  -----------------      -------
                    Stephen Gale         GBP450/hr
                    Gillian Dobby        GBP360/hr
                  Nicola Hargreaves      GBP225/hr
(Federal-Mogul Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Wants to Pay $3.6MM of Foreign Creditors' Claims
--------------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates ask the
Court to authorize them to pay critical pre-petition claims of
foreign creditors, but excluding holders of bank loan and debt
security claims. In addition, the Debtors request that the Order
permit certain of their banks to honor pre-petition checks drawn
or fund transfer requests made for payment of critical claims of
foreign creditors.  They also request to permit them to issue
new checks or make new transfer requests to replace any of such
checks or transfers that may be dishonored.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, says that
without payment to certain foreign creditors, the Debtors'
foreign business operations could be severely disrupted. The
Debtors conduct business in more than 15 countries and maintain
more than 23 offices worldwide. In addition, the Debtors,
primarily through FLAG Telecom Limited, FLAG Atlantic Holdings
Limited, FLAG Atlantic Limited, FLAG Telecom Group Services
Limited, FLAG Telecom Limited, and FLAG Asia Limited engage in
foreign business operations or transactions, incident to which
they may hold ownership, security or other interests in property
located in foreign countries around the world. As a consequence,
the Debtors incur obligations to creditors in foreign countries
for, among other things, taxes, fees, rents, goods and services.

Mr. Reilly says the Debtors would be at risk that foreign
creditors, including foreign taxing, licensing and regulatory
authorities, might seize or impound assets within their
respective jurisdictions.  They could cancel licenses or rights
of way that are fundamental to the operation of the FLAG Telecom
Network, or they might otherwise seek to invoke civil or
criminal penalties against the Debtors and their employees and
agents.

The Debtors only seek authorization to pay pre-petition claims
of:

    (a) Trade vendors whose failure to provide goods or services
        to the Debtors would so significantly disrupt the
        Debtors' business as to threaten a shutdown of a portion
        of the FLAG Telecom network or a similar inability to
        provide service to customers;

    (b) Foreign governmental taxing authorities or governmental
        regulatory or licensing authorities; and

    (c) Other foreign creditors who pose in the Debtors'
        business judgment a credible threat.  These creditors
        might bring foreign seizure or insolvency proceedings or
        otherwise seize material assets that could threaten the
        Debtors' business operations so significantly as to
        cause a shutdown of a portion of the FLAG Telecom
        network, or a similar inability to provide service to
        customers.  This is provided, however, that the
        aggregate amounts paid to foreign creditors pursuant to
        this category (iii) will not exceed $500,000 (excluding
        any payments to foreign creditors falling within
        category (i) or (ii) and any payments authorized by any
        other order of the Court).

The total amount of pre-petition claims encompassed by the first
category is approximately $2,621,000. The Debtors are generally
current on amounts owed to taxing, regulatory and licensing
authorities, such that the only amounts unpaid are the pre-
petition portion of amounts falling due after the Petition Date.

To facilitate the payment of claims, the Debtors also request
that the banks that provide banking services to the Debtors be
authorized to honor any checks drawn against their accounts, but
not negotiated prior to the Petition Date, and to fund transfer
requests made, but not completed prior to the Petition Date. In
addition, the Debtors request authorization to issue post-
petition checks and to make post-petition fund transfer requests
to replace any pre-petition checks and pre-petition transfers to
foreign creditors that may be dishonored by the banks. (Flag
Telecom Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HAWK CORP: S&P Affirms B- Rating on Lesser Fin'l Flexibility
------------------------------------------------------------
On May 1, 2002, Standard & Poor's affirmed its single-'B'-minus
corporate credit rating on Cleveland, Ohio-based Hawk Corp. and
removed the rating from CreditWatch. Outlook is negative.

The ratings on Hawk reflect its established niche positions in
cyclical industrial markets, combined with an aggressive
financial profile and very constrained financial flexibility.

Hawk recently obtained an amendment to its bank credit facility.
As part of the amendment the company's debt covenants were
adjusted to be more compatible with the company's near-term
business plan. However, flexibility is modest because its
revolving credit facility was reduced to $25 million from $30
million. Additionally, Hawk faces significant refinancing risk
during the next 18 months as both its bank and public debt
mature during 2003. The company has publicly indicated that it
is currently in the process of pursuing strategic financing
alternatives, which are not expected to be coercive in nature.

As a result of declining market demand, operating leverage, and
a shift in product mix, sales declined 7% and operating income
declined 69% for the first quarter ended March 31, 2002,
compared with the same previous year period. Hawk continues to
focus on improving its cash generation and operating performance
through aggressive management of its working capital and
continued cost cutting efforts. Nonetheless, credit protection
measures are aggressive with total debt to EBITDA of around 6.3
times and EBITDA interest coverage of around 2x, but are
expected to improve modestly over the intermediate term.

Hawk designs, engineers, manufactures, and markets specialty
components made principally from powdered metals for use in
aerospace, industrial, and commercial markets. Products include
brake pads, transmission disks, clutch buttons, die-cast
aluminum rotors, and other performance products.

                         Outlook

The ratings could be lowered if financial results fail to
improve, liquidity becomes further constrained, or if the
company's restructuring efforts result in impairment to current
debt holders.

                      Ratings List

                    Hawk Corporation

               - Bank loan rating B
               - Senior unsecured notes CCC+


HIGH SPEED: Agrees on Purchase Price Adjustments with Charter
-------------------------------------------------------------
High Speed Access Corp. (Nasdaq: HSAC) said that it and Charter
Communications (Nasdaq: CHTR) have agreed upon final purchase
price adjustments in connection with the previously announced
sale of substantially all of HSA's assets to Charter. These
amounts include the payment by Charter to HSA of $750,000 of the
purchase price held back by Charter to cover potential purchase
price adjustments in accordance with the asset purchase
agreement, and an additional $650,000 of purchase price
adjustments related primarily to the settlement of accounts
receivable. Charter still holds $2 million of the purchase price
to secure potential indemnification claims against HSA, which
will be paid by Charter to HSA on February 28, 2003, less the
amount of any indemnification claims asserted by Charter, in
accordance with the asset purchase agreement.

As stated in the company's Annual Report filed on Form 10-K for
the period ended December 31, 2001 (filed with the Securities
and Exchange Commission (SEC) on April 1, 2002), the company
intends to make a cash distribution or distributions to its
stockholders at some time in the future. However, the number,
amount, timing, and record date(s) of such distribution(s) have
not been determined. While HSA's board of directors has
determined that it intends to distribute at least a portion of
the proceeds from the asset sale to HSA's shareholders, it has
not yet determined what its strategic direction will be with
respect to any undistributed portion of the asset sale proceeds.
Furthermore, if the board determines that material contingent
liabilities exist, any distribution may be reduced or delayed.

As previously disclosed, the company does not presently own or
manage any revenue-generating businesses. To further reduce
expenses as the board considers its alternatives, the board has
terminated the employment of two of the company's senior
executive officers, Daniel J. O'Brien, President and CEO, and
Gregory G. Hodges, COO, effective April 30, 2002. Mr. O'Brien
will continue to serve as a director of HSA and assist in
evaluating its strategic options. George E. Willett, the
company's CFO, has been appointed to serve as President
effective May 1, 2002. Following these and other planned
workforce reductions (and before any distribution to
shareholders), the company expects that, after July 1, 2002, its
normal net loss, exclusive of any unforeseen or unusual items,
will not exceed $50,000 per month.

The board expresses its appreciation for the hard work and
dedication of Mr. O'Brien and Mr. Hodges during their respective
tenures with HSA. Commented board chairman David A. Jones, Jr.,
"Dan and Gregg have worked tirelessly to maximize shareholder
value in a challenging environment. Their leadership produced
operating metrics that enabled the company's cable modem
business, alone among its competitors, to attract a buyer; their
tenacity in negotiating the asset sale with Charter and
navigating the lengthy closing process preserved value for
common shareholders. We are especially pleased that Dan will
continue as a director, and we wish them well in the next phase
of their careers."

As previously announced, on February 14, 2002, the company
received notification from the Nasdaq Stock Market that the
price of its common stock had closed below the $1.00 per share
minimum (as required for continued listing on the Nasdaq Stock
Market) for 30 consecutive trading days. At this time, the
company does not believe it will be able to maintain its Nasdaq
listing and, consequently, expects that its common stock will
soon trade on the OTC-Bulletin Board.


ICH CORP: Has Until May 15 to File Schedules and Statements
-----------------------------------------------------------
ICH Corporation sought and obtained an extension from the U.S.
Bankruptcy Court for the Southern District of New York of time
to file their schedule of assets and liabilities, schedule of
current income and expenditures, schedules of executory
contracts and unexpired leases and statement of financial
affairs.  Judge Prudence Carter Beatty gives the Debtors until
May 15, 2002.  

ICH Corporation, a Delaware holding corporation, which operates
Arby's restaurants, located primarily in Michigan, Texas,
Pennsylvania, New Jersey, Florida and Connecticut. The Company
filed for chapter 11 protection on February 5, 2002.  Peter D.
Wolfson, Esq. at Sonnenschein Nath & Rosenthal represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed debts and assets of
over $50 million.


ICH CORPORATION: Triarch Companies Pitches Bid to Acquire Sybra
---------------------------------------------------------------
Triarc Companies, Inc. (NYSE: TRY) has submitted a bid to
acquire Sybra, Inc., the second largest franchisee of the
Arby's(R) brand.

Sybra, Inc., a subsidiary of I.C.H. Corporation, and currently
in Chapter 11, owns and operates 239 Arby's restaurants in nine
states located primarily in Michigan, Texas, Pennsylvania, New
Jersey and Florida.

In return for 100% of the equity of a reorganized Sybra, Triarc
would make a $10 million investment and Sybra would remain
exclusively liable for its long-term debt and capital lease
obligations, which aggregated approximately $104 million as of
December 29, 2001, on terms to be agreed upon. In addition,
Triarc would make available $2 million to be paid to ICH's
creditors.

Commenting on the proposal, Nelson Peltz, Triarc's Chairman and
Chief Executive Officer, said: "We believe that the acquisition
of Sybra's 239 stores would solidify Triarc's commitment to
investing in the Arby's brand and the Arby's system. We envision
the Sybra acquisition as presenting opportunities to strengthen
the Arby's brand, to demonstrate the benefits of remodeling and
to selectively re-franchise restaurants to both new and existing
franchisees. We also believe that ownership of these restaurants
will increase the value of the Arby's brand and thus enhance
shareholder value."

Peltz added: "While there have been other proposals made to
acquire Sybra, we believe that Triarc's proposal is higher and
better."

In February 2002, ICH and its principal subsidiaries, including
Sybra, each voluntarily filed petitions for reorganization under
chapter 11 of the Bankruptcy Code. Sybra has stated that the
purpose of the filings was to separate Sybra's Arby's operations
from certain ongoing ICH liabilities related to ICH's former
ownership of the California-based Lyon's restaurant chain. To
date, the filings appear to have helped preserve Sybra's Arby's
operations, allowing essentially all of Sybra's restaurants to
continue to operate without disruption.

Triarc is a holding company and, through its subsidiaries, is
the franchisor of Arby's(R) restaurants.


IT GROUP: Court Extends Lease Decision Deadline through June 17
---------------------------------------------------------------
Judge Walrath rules that the period within which The IT Group,
Inc., and its debtor-affiliates may move to assume or reject any
or all of the unexpired leases is extended through and including
the earlier of June 17, 2002 or the date of confirmation of the
Debtors' plan of reorganization or distribution. However, this
entry of an order is without prejudice to the right of any
lessor under an unexpired lease to compel the Debtors to assume
or reject any unexpired lease, or the Debtors' right to oppose
any such request. (IT Group Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


INT'L FIBERCOM: Closes Asset Sale to Gen. Fiber for $20M + Debts
----------------------------------------------------------------
International FiberCom, Inc. (Nasdaq:IFCIQ) has completed the
sale of substantially all of its assets to General Fiber
Communications, Inc., a privately held affiliate of TenX Capital
Partners, LLC.

The Company received $20.35 million in cash plus the assumption
of liabilities associated with certain assumed contracts, the
value of which will be determined within 120 days of the closing
that occurred on April 17, 2002. Of the total sales proceeds,
$18.2 million was used to pay the claims of the Company's senior
secured creditors. The balance of the sales proceeds will go to
unsecured creditors and expenses associated with the sale and
the administration of the bankruptcy proceeding. The Company
will continue to manage the estate for the benefit of its
constituencies until the bankruptcy case is finalized. Peter
Woog remains the chairman and president of International
FiberCom. The Company believes it is highly unlikely that there
will be any material recovery available for its common and
preferred shareholders.

On February 13, 2002, the Company filed a voluntary petition for
relief under Chapter 11 of the Federal bankruptcy code in the
United States Bankruptcy Court for the District of Arizona. On
March 11, 2002, the Company stated that TenX had signed a letter
of intent and was in the process of continuing its due
diligence. That process led to the signing of an Asset Purchase
Agreement on April 10, 2002, subject to bankruptcy court
approval, to sell all or substantially all of the assets of the
Company and certain of its subsidiaries to TenX or its nominee
with the remaining assets still subject to the bankruptcy court
process. The Agreement was subsequently amended on April 16,
2002 to add additional subsidiaries as signatories to the
Agreement.

The sale, structured as a sale of assets under Section 363 of
the Bankruptcy Code, was approved in open court by the
bankruptcy court on April 12, 2002. A sale order was entered on
April 16, 2002. The sale of the assets was a private sale
transaction and not subject to an auction process. It was
approved by the bankruptcy court based on the lengthy shopping
process conducted by the investment banking firm of Gerard
Klauer Mattison & Co.

International FiberCom also announced that C. James Jensen,
Jerry A. Kleven, John P. Morbeck and Richard J. Seminoff have
resigned from its board of directors.


JACKSON PRODUCTS: S&P Upgrades Corporate Credit Rating to B-
------------------------------------------------------------
On April 26, 2002, Standard & Poor's raised its long-term
corporate credit rating on personal and highway safety products
manufacturer Jackson Products Inc. to 'B-' and removed the
rating from CreditWatch.

The ratings on Jackson Products reflect its leading positions in
niche markets, combined with a weak financial profile and modest
liquidity.

The company recently obtained an amendment to its bank credit
facility which increased the company's revolving credit facility
size to $30 million, increased the contribution by the company's
equity sponsor by $13 million, reduced scheduled debt
amortization payments, and adjusted the financial covenants to
reflect the company's current business plan. As a result, the
firm's liquidity position has modestly improved.

Jackson products' financial performance is expected to show
modest improvement over the intermediate term, resulting from
cost-cutting initiatives and improving market conditions.
Additionally, Jackson should benefit from lower natural gas
prices, which is a key raw material in the company's reflective
glass beads. Despite expected improvement in operating results,
the credit protection measures will remain weak. For the year
ended December 31, 2001, total debt to EBITDA was around 10
times  and EBITDA interest coverage was about 1.1x. In the
future, total debt to EBITDA is expected to average 6x times and
EBITDA interest coverage should range between 1.5x and 2.0x.
Although financial flexibility has been enhanced by the recent
bank amendment, revolving credit facility availability is and
will likely remain modest. Term risk is also meaningful with the
company's bank debt maturing in June 2004, and its subordinated
notes maturing in April 2005.

Jackson Products manufactures safety products serving niche
applications within the personal and highway safety markets in
North America and in Europe. Products include welding helmets,
hard hats, safety spectacles, traffic cones and markers,
barricades, reflective clothing, and reflective glass beads.

                            Outlook

Jackson is expected to improve operating results and cash flow
generation as cost savings are realized, and the company's end
markets gradually improve. Failure to improve financial results
or a further weakening in the company's end markets could result
in deteriorating financial flexibility, increasing liquidity
pressures and a future downgrade.


KAISER ALUMINUM: Court Okays Lemle as Debtors' Louisiana Counsel
----------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates secured
permission from the Court to employ and retain Lemle & Keheller
as general counsel to represent them in proceedings in, and
legal matters arising under the laws of, the State of Louisiana
during the course of these Chapter 11 cases.

Lemle will charge the Debtors on an hourly basis for legal
services at its customary hourly rates.  The Lemle professionals
who will primarily provide services to the Debtors and their
corresponding rates are:

      Professional       Position           Hourly Rate
      ------------       --------           -----------
      L. Edwards         Partner             $250
      J. Vaudry          Partner             $225
      G. Huffman         Partner             $225
      D. Kelly           Partner             $210
      H. Welch           Partner             $210
      A. Baird           Partner             $210
      R. Moore           Partner             $200
      W. West            Partner             $160
      D. Foster          Partner             $150
      D. Whitaker        Partner             $150
      L. Easterling      Partner             $150
      T. Paulsen         Partner             $135
      L. Hand            Associate           $135
      D. Redmann         Associate           $130
      D. Minvielle       Associate           $125
      M. Sepcich         Associate           $120
      R. Emmett          Associate           $110
      M. Baileys         Associate           $105
      T. Prout           Associate           $100
      S. Eichin          Of Counsel          $190
      H. Johnson         Of Counsel          $135
      M. DiGiglia        Special Counsel     $175
      N. Martin          Special Counsel     $150
                         Paraprofessionals    $90

As approved by the Court, Lemle will:

A. advise and assist the Debtors concerning the interpretation
       and application of Louisiana law with respect to certain
       ordinary course transactions and operations of the
       Debtors;

B. represent the Debtors on numerous asbestos lawsuits filed
       against the Debtors in that state;

C. represent the Debtors in other litigation matters arising
       from their Louisiana operations, including those relating
       to the operations of the Debtors' Gramercy facility;

D. advise and consult with the Debtors on all areas of Louisiana
       law which pertain to the Debtors' business affairs;

E. continue to represent the Debtors with respect to various
       prepetition lawsuits, including advice and assistance
       with respect to litigation and claims that raise issues
       of Louisiana law as they relate to these chapter 11
       cases;

F. advise and assist the Debtors concerning the interpretation
       and application of Louisiana law with respect to certain
       discrete matters related to the administration of these
       chapter 11 cases; and,

G. advise and assist the Debtors concerning any other matters in
       these chapter 11 cases that involve the application of
       Louisiana law. (Kaiser Bankruptcy News, Issue No. 6;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KMART: Seeks Approval of 2% Break-Up Fees in 283-Lease Sale
-----------------------------------------------------------
In connection with the sale of the 283 closing stores, Kmart
Corporation and its debtor-affiliates also seek the Court's
authority to offer one or more bidders:

  (1) a termination fee not to exceed 2% of the cash portion of
      the Purchase Price set forth in such bidder's Asset
      Purchase Agreement, unless the Debtors and the Committees
      otherwise agree; provided that in no event will more than
      one Termination Fee be applicable to a particular
      Property,

  (2) initial overbid protection not to exceed 105% of the
      Purchase Price set forth in such bidder's Asset Purchase
      Agreement, and

  (3) in the case of bids on multiple properties, the ability to
      reduce the Purchase Price set forth in such bidder's Asset
      Purchase Agreement by up to 115% of the allocated price
      for a particular Property to the extent that such Property
      is sold to another person and the bidder is still the
      Successful Bidder with respect to the remaining Properties
      bid on as a package.

The Debtors contend that their ability to offer potential
Purchasers a Termination Fee, Overbid Protection or Release
Protection is beneficial to their estates and creditors in that
such forms of bid protection can provide the incentive needed to
induce a bidder to make or increase its bid prior to an auction.
The Debtors assure Judge Sonderby that they will exercise
prudent business judgment before offering or agreeing to any of
the forms of bid protection and will only do so if they believe
that offering such protections to a bidder will ultimately
result in greater overall value realized on the Properties.
(Kmart Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: Asks Court to Approve Julian Day's Employment Pact
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates seek the Court's
authority to enter into the Employment Agreement with Julian C.
Day, Kmart's President and Chief Operating Officer.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, informs Judge Sonderby that Mr. Day is
particularly well qualified to lead the Debtors' daily
operations, especially in the context of and with a view to
enhancing their restructuring efforts.

Mr. Day joined Kmart on March 11, 2002.  Before that, Mr. Day
was advisor of various companies, most recently to Petco.  Mr.
Day was also the Executive Vice President and Chief Operating
Officer of Sears Roebuck and Company.  Mr. Day also served as
Executive Vice President and Chief Financial Officer of Safeway
Inc.

The principal economic terms of the Employment Agreement are:

Term &
Duties:       Mr. Day will serve a term of employment
              beginning on April 9, 2002 and ending on April 30,
              2004. This Term of Employment extends
              automatically for an additional year on each
              anniversary of the Effective Date, unless written
              notice of non-extension is provided by either
              Party at least 30 days prior to any such
              anniversary. Mr. Day will serve as the President
              and Chief Operating Officer of Kmart and, subject
              to the duties of the Chairman of the Board of
              Kmart, be responsible for the general management
              of the affairs of Kmart as directed by the Board
              and the Chief Executive Officer.

Salary and
Bonus:        Mr. Day will receive an annual base salary of not
              less than $775,000 and, following court approval,
              a lump sum cash payment of $775,000, not
              applicable of withholding. Further, Mr. Day will
              participate in an annual target bonus program. The
              bonus program shall provide for a target bonus of
              100% of Mr. Day's then-current Base Salary under
              Kmart's KERP or, following the Restructuring Date,
              any other annual cash-based incentive program of
              Kmart, payable in any case if the annual
              performance goals thereunder for the relevant
              fiscal year of Kmart are met. Mr. Day's annual
              bonus will be 50% of Base Salary at the threshold
              level of performance, with no bonus payable for
              performance below threshold, and 150% of Base
              Salary upon achievement of maximum performance.
              Payment of the annual bonus will be made at the
              same time that other senior-level executives
              receive their incentive awards.

Emergence
Bonus & Long
Term Incentive
Programs:     Mr. Day will be entitled to receive an incentive
              payment with respect to the Emergence. The amount
              of the Emergence Bonus and any other terms and
              conditions applicable thereto will be determined
              in connection with the process during which
              Kmart's plan of reorganization is developed and
              finalized. The form in which the Emergence Bonus
              is made will be substantially in such combination
              of cash, Kmart stock or other Kmart securities as
              is distributed to Kmart's unsecured creditors
              pursuant to the Plan of Reorganization.

Reimbursement
of Business
and Other
Expenses:     Mr. Day is authorized to incur reasonable expenses
              in carrying out his duties and is entitled to
              receive reimbursement for such expenses. Mr. Day
              will receive reimbursement for personal
              financial, including tax counseling, other than
              legal fees, by a firm or consultant to be chosen
              by Mr. Day. Kmart will pay to or reimburse Mr.
              Day $75,000 for legal fees incurred by Mr. Day in
              connection with the negotiation and preparation of
              the Employment Agreement. Kmart will make
              available to Mr. Day a leased automobile of
              appropriate quality for his use in Michigan.
              Following submission of appropriate documentation,
              Kmart will reimburse Mr. Day for airfare for Mr.
              Day and his wife between Detroit, Michigan and Mr.
              Day's home in California and ground transportation
              to and from airports for such travel for a six-
              month period beginning on the Effective Date,
              temporary housing in the Detroit, Michigan
              metropolitan area for six months after the
              Effective Date, and relocation expenses to Mr.
              Day's permanent residence. These reimbursements
              will be made on a fully grossed-up basis to cover
              applicable taxes.

Make-Whole
Payments:     Mr. Day will be reimbursed for all amounts
              attributable to compensation and benefits awarded
              to Mr. Day by his former employer, Sears, Roebuck,
              and Co., that may be forfeited by Mr. Day as a
              result of his becoming employed by Kmart, as well
              as all costs and fees incurred by the Executive,
              including reasonable attorney's fees incurred in
              connection with any threatened or actual lawsuit,
              with respect to the resolution of issues
              pertaining to any restrictive covenants applicable
              to Mr. Day for the benefit of such former
              Employer.

Termination
Without
Cause:        If Mr. Day's last day of employment with Kmart
              occurs due to Constructive Termination or
              termination by Kmart without Cause, then he will
              receive:

              -- the Base Salary through the termination of his
                 employment;

              -- the Base Salary on a monthly basis for 36
                 months following the termination; provided,
                 however that if such termination occurs within
                 six months following the Effective Date, the
                 36-month period will be reduced to 12 months,
                 and in the event that Mr. Day's employment is
                 terminated by expiration of the Employment
                 Term, the 36-month period will be reduced to
                 24 months;

              -- a pro-rata annual bonus based on the Target
                 Bonus;

              -- an amount equal to 1/12 of the Target Bonus,
                 payable each month over the Severance Period,
                 which amount may also be paid in a lump sum;

              -- the balance of any annual or long-term cash
                 incentive awards earned, but not yet paid;

              -- continued participation in all medical, dental,
                 hospitalization and life insurance coverage and
                 in other employee welfare benefit plans or
                 programs in which he was participating on the
                 date of termination until the end of the
                 Severance Period; and

              -- any other additional benefits in accordance
                 with applicable plans and programs of Kmart.
                 (Kmart Bankruptcy News, Issue No. 18;
                 Bankruptcy Creditors' Service, Inc., 609/392-       
                 0900)


KMART CORP: Intends to File Annual Report on Form 10-K by May 15
----------------------------------------------------------------
Kmart Corporation (NYSE: KM) files Wednesday with the Securities
and Exchange Commission pursuant to Rule 12b-25, to extend the
filing date of its Annual Report on Form 10-K to Wednesday, May
15, 2002.

The filing of its Annual Report on Form 10-K is being delayed to
provide additional time for Kmart's new management team to
complete its review of Kmart's accounting policies and methods.  
The delay will provide additional time to complete the
assessment of a possible restatement of the Company's quarterly
financial statements for 2001 in connection with its
consideration of a possible change in accounting methodology;
and, in addition, a possible restatement to reflect certain
aspects of its previously announced investigation concerning
various accounting matters.  The Company's assessment and review
relates to vendor allowances and rebates and general liability
reserves.  Kmart expects to complete its assessment and review
shortly. Lastly, the delay will provide additional time for the
completion of the 2001 fiscal year audit by the Company's
independent accountants.

Form 12b-25 requires that the Company disclose any anticipated
change in results of operations from the corresponding period
for the last fiscal year. In accordance with this requirement,
Kmart announced that it will report in its Form 12b-25 that the
results of operation for the fiscal year ended January 30, 2002
to be included in its Annual Report on Form 10-K are expected to
include a loss significantly higher than the $244 million loss
reported for the Company's fiscal year ended January 31, 2001.  
However, until Kmart management completes its review and
assessment, the Company is unable to quantify the change in
reported results of operations for the comparable periods.

Kmart Corporation is a $37 billion company that serves America
with more than 2,100 Kmart and Kmart SuperCenter retail outlets
and through its e-commerce shopping site at
http://www.bluelight.com

KMart Corp.'s 9.78% bonds due 2020 (KMART13), says DebtTraders,
are quoted at a price of 60. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART13


LABRANCHE: S&P Changes Outlook on BB+ Credit Rating to Positive
---------------------------------------------------------------
Standard & Poor's affirmed its 'BB+' corporate credit rating on
LaBranche & Co. Inc. Rating outlook is changed to positive.

The revision of LaBranche's outlook is based on an improved
financial profile and the firm's continued position as the
leading specialist on the NYSE.

LaBranche's debt-to-equity ratio has benefited from additional
equity issuance and the accumulation of retained earnings,
falling from 107% at December 31, 2000, to 45% at March 31,
2002. Positive tangible equity was restored throughout 2001, and
reached $52.6 million at the end of first-quarter 2002. Interest
coverage ratios, while not having returned to where they were
before a series of debt-financed acquisitions, have begun to
show improvement.

LaBranche is the largest NYSE specialist by both share and
dollar volume, with approximately 30% market share of each. The
firm's role in the market is largely protected, as it has a
perpetual franchise in trading for the nearly 700 common stocks
for which it is the designated specialist. The pretax profit
margin of 37% for 2001 was very strong, though down from almost
50% in the prior year.

"LaBranche achieved this result despite difficult market
conditions, which included a bear market and a four-day halt in
trading in September," said credit analyst Baylor A. Lancaster.

The positive outlook also recognizes that because consolidation
within the specialist industry is basically complete, with the
top five specialists having 95% market share, further leveraging
transactions by LaBranche are unlikely.

                            Outlook

Ratings could be raised if LaBranche continues to improve
capital and sustain strong profitability metrics.


LODGIAN INC: Has Until July 18, 2002 to File Plan Exclusively
-------------------------------------------------------------
Judge Lifland orders that Lodgian, Inc.'s Exclusive Filing
Period to file a Chapter 11 plan is extended to and including
July 18, 2002.  The Debtors' period in which to solicit
acceptance of their Chapter 11 plan is extended to and including
September 16, 2002. (Lodgian Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MAYOR'S JEWELERS: Pursuing a Comprehensive Restructuring Plan
-------------------------------------------------------------
Mayor's Jewelers, Inc. (AMEX:MYR) has embarked on a
restructuring plan that it believes will put the Company on the
path to future profitability. The multi-faceted plan includes,
among other significant initiatives, an infusion of new debt and
equity, the refinancing of the Company's current bank debt, the
closing of thirteen unprofitable and under-performing stores and
the liquidation of certain non-performing assets.

The stores targeted for closure include eleven properties
outside of the Company's core Florida and Georgia marketplace,
as well as two stores in Florida. The closing of these stores
marks a significant retrenchment of the Company's recent
expansion strategy into states where Mayor's does not enjoy the
brand loyalty that it has enjoyed in Florida and Georgia.

Assets earmarked for liquidation include certain unproductive
inventories, the Company's headquarters building and associated
real estate in Sunrise, Florida, fixed assets in the stores
targeted for closure and certain other assets.

As part of its restructuring plan the Company is in the process
of reworking its capital structure. The effort includes but is
not limited to a possible refinancing of the company's existing
bank debt and a potential infusion of new debt and equity from a
third party investor. Consistent with that effort, the Company
has executed a term sheet with Fleet Retail Finance and Back Bay
Capital for a three year $80 million revolving facility. The
financing is subject to certain conditions, including but not
limited to certain lease termination provisions, due diligence,
document preparation and negotiation of financial covenants.
Further, the Company has executed an amendment whereby the
Company's existing $80 million bank facility has been continued
until May 30, 2002. Lastly, the Company currently is in
negotiation with certain investors regarding an infusion of
additional debt and equity; no assurance, however, can be given
that the Company will be successful in closing such a
transaction with a potential investor.

The Company also released its results for the fourth quarter and
year ended February 2, 2002. The Company recorded an operating
loss before restructuring and other charges, depreciation,
amortization and goodwill impairment for the fourth quarter
ended February 2, 2002 of $2.1 million compared to a profit of
$10.2 million for the fourth quarter ended February 3, 2001.

The Company's Fiscal 2001 operating loss before restructuring
and other charges, depreciation, amortization and goodwill
impairment was $16.6 million, compared to a profit of $8.7
million in Fiscal 2000. Including losses of $28.2 million in
restructuring and other charges and $35.5 million in non-cash
depreciation, amortization, goodwill impairment and related tax
asset charges, the Company recorded an $83.9 million for Fiscal
2001 compared to a $11.0 million gain for Fiscal 2000.
Restructuring and other charges for Fiscal 2001 include amounts
for strategic cost reduction; non-recurring legal fees
associated with shareholder related matters; a write-down of the
corporate headquarters building which the Company has placed on
the market for sale; the write-down of the fixed assets for the
stores that are scheduled to be closed; and a reserve for early
termination of the leases for the stores that are scheduled to
be closed.

For the thirteen weeks ended February 2, 2002, net sales
decreased 15.9% to $58.4 million compared to $69.4 million for
the fourteen weeks ended February 3, 2001. Comparable store
sales decreased to $51.8 million from $65.5 million in last
year's fourth quarter, or a decrease of 21.0%. Net sales for the
fifty-two weeks ended February 2, 2002 decreased 9.7% to $163.7
million from $181.3 million for the fifty-three weeks ended
February 3, 2001. Comparable store sales decreased 17.1% for the
fifty-two weeks ended February 2, 2002 when compared to the
fifty-three weeks ended February 3, 2001.

As of May 1, 2002, the Company operated 40 Mayor's Jewelers
locations. Mayor's Jewelers, Inc. is traded on the American
Stock Exchange under the symbol "MYR."


METROCALL INC: Pursuing Talks Pre-Negotiated Chapter 11 Talks
-------------------------------------------------------------
Metrocall, Inc., (OTCBB:MCLLQ), one of the nation's largest
wireless data and messaging companies, on April 29, 2002,
executed and entered into a fourth amendment to its Fifth
Amended and Restated Credit Facility dated March 17, 2000 with
its secured lenders.

As previously announced in Metrocall's 10-K filed on April 12,
2002, Metrocall has been engaged in on-going discussions with
its primary creditor constituencies, namely its secured lenders
and an unofficial committee of holders of Metrocall's
subordinated notes in an effort to reach consensus on the terms
of a "pre-negotiated" plan of reorganization to be implemented
under chapter 11 of the United States Bankruptcy Code.

The fourth amendment to the credit facility has been executed by
Metrocall in furtherance of this objective and provides that
none of the secured lenders may assign, participate or transfer
any of their respective rights or interests under the credit
agreement without the written consent of the secured lenders
holding at least fifty-one percent (51%) of the total commitment
under the credit facility.

Metrocall is continuing the discussions with its secured lenders
and noteholder committee regarding its proposed plan of
reorganization and now contemplates a "pre-negotiated"
reorganization filing during the latter part of May 2002.

Metrocall also continues to negotiate the terms of further
amendments to its strategic alliance agreements with WebLink
Wireless, Inc.

As a result of Metrocall's revised timing for its restructuring
and the continued discussions regarding further amendments to
these agreements, WebLink today filed a motion in its bankruptcy
cases seeking approval of an extension of the date by which
Metrocall must assume the strategic alliance agreements to a
date that is forty-five (45) days after the commencement of a
bankruptcy case by Metrocall but not later than October 30,
2002.

Metrocall, Inc. headquartered in Alexandria, Virginia, is one of
the largest wireless data and messaging companies in the United
States providing both products and services to more than five
million business and individual subscribers. Metrocall was
founded in 1965 and currently employs more than 2,400 people
nationwide.

The Company currently offers two-way interactive messaging,
wireless e-mail and Internet connectivity, cellular and digital
PCS phones, as well as one-way messaging services. Metrocall
operates on many nationwide, regional and local networks and can
supply a wide variety of customizable Internet-based information
content services.

Also, Metrocall offers totally integrated resource management
systems and communications solutions for business and campus
environments. Metrocall's wireless networks operate in the top
1,000 markets all across the nation and the Company has offices
and retail locations in more than forty states.

Metrocall is the largest equity-owner of Inciscent, an
independent business-to-business enterprise, that is a national
full-service "wired-to-wireless" Application Service Provider
(ASP). For more information on Metrocall please visit its Web
site and on-line store at http://www.Metrocall.comor call  
800/800-2337.


MICROFORUM: Selling PPL Marketing Services Unit to True North
-------------------------------------------------------------
Microforum Inc. (TSE: MCF) has entered into a conditional
agreement to sell all of the assets of its PPL Marketing
Services unit to a wholly-owned subsidiary of True North
Corporation (CDNX:TN).

In connection with this transaction, Microforum will retain for
its own account certain receivables approximating $750,000 and
True North will assume certain contractual obligations of PPL,
including the continued employment of the Company's PPL
employees, assumption of certain operating contracts as well
as the real estate lease at 6050 Tomken Road, Mississauga,
Ontario.

This transaction is subject to the approval of the Ontario
Superior Court of Justice in connection with the Company's CCAA
filing.

Established in 1987, Microforum sells software solutions to
organizations that seek a competitive edge. The company is
listed on The Toronto Stock Exchange (TSE: MCF).

As previously reported on April 16, 2002, Microforum, which is
currently under Canada's CCAA protection through May 6, has
until June 6, 2002 to file its proposed Plan of Arrangement.


N-VIRO INT'L: Takes Initiatives to Meet Nasdaq Listing Standards
----------------------------------------------------------------
N-Viro International Corp. (Nasdaq: NVIC) announced the signing
of a Technology Transfer Agreement with WorldTech Waste
Management Inc. for a regional facility in Saltville, VA.  The
Company also signed a stock option agreement with WorldTech to
sell NVIC up to 350,000 shares of NVIC's common stock.  
WorldTech currently owns 18.68 % of the Company's common stock.  
The CEO of WorldTech, R. Francis DiPrete, is also a member of
NVIC's Board of Directors.

The Technology Transfer Agreement grants a license to WorldTech
to manufacture, use and sell certain of the Company's
proprietary technologies, including the N-Viro Process and N-
Viro Fuel.  In exchange, WorldTech will pay the Company an
initial fee of $100,000 and additional ongoing fees.

The Stock Option Agreement grants an unconditional, irrevocable
and exclusive right and option for the Company to purchase up to
an aggregate of 350,000 shares of its own common stock presently
owned by WorldTech, at a price per share equal to $2.50.  The
decision whether to exercise the option and acquire the shares
is within the Company's discretion; provided, however, if the
Company sells its minority interest in Florida N-Viro, L.P., a
limited partnership operating N-Viro treatment facilities in
Florida, and as a result of such sale, the Company realizes net
equity proceeds of $2.0 million or more, the Company will be
obligated to exercise the option and acquire from WorldTech all
350,000 shares at an aggregate purchase price of $875,000.  In
exchange for this Option, the Company agreed to pay WorldTech
$100,000.  The Company's option to acquire stock from WorldTech
expires on October 31, 2002.

Also, the Company agreed to go forward on a contract with the
investment-banking firm of Laux & Company of Medina, Ohio, with
respect to a proposal to obtain up to $1.25 million in equity
financing.  The Company hopes to sell up to 500,000 shares of
preferred stock at a price per share of $2.50.  The specific
terms and conditions applicable to the preferred shares will be
determined once Laux & Company has identified a potential
purchaser.  There can be no assurance that the Company will be
successful in finding a buyer for the preferred stock or in
selling these shares.  If the shares are sold, the proceeds from
the offering will be used to supplement the Company's working
capital.  The primary reason that the preferred stock is being
offered is to assist the Company in increasing its tangible net
assets above the Nasdaq continued listing standard, thereby
enabling the Company to avoid having its shares delisted from
the Nasdaq SmallCap Market.  However, there is no guarantee that
a successful sale of the preferred stock will ensure continued
listing on the Nasdaq Small Cap Market.

Mr. Nicholson stated, "N-Viro is pleased to execute a license
for a private regional facility in a key market area. The
Company's current market strategy includes licensing of regional
private operations that have the ability to offer cost-
competitive Class A sludge processing capabilities in markets
that are rapidly moving to Class A.

"The Company decided to go forward with the preferred stock
offering to assist it in satisfying the required minimum
tangible net asset requirements for continued listing on Nasdaq.  
We are committed to taking commercially reasonable steps to try
and maintain our listing on Nasdaq.  We owe no less to
stockholders who have stayed with us through difficult times."

N-Viro International Corporation develops and licenses its
technology to municipalities and private companies.  N-Viro's
patented processes use lime and/or mineral-rich, combustion
byproducts to treat, pasteurize, immobilize and convert
wastewater sludge and other bio-organic wastes into biomineral
agricultural and soil-enrichment products with real market
value.  More information about N-Viro can be obtained on the
Internet at http://www.nviro.comor by e-mail inquiry to  
info@nviro.com

NATIONAL STEEL: Committee Taps McDermott Will as Local Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors, in National Steel
Corporation and its debtor-affiliates' chapter 11 cases, seeks
the Court's authority to employ McDermott, Will & Emery as
employee relations and local counsel nunc pro tunc to March 25,
2002.

EES Coke Battery LLC Vice-President Gerald S. Endler, Chair of
the Committee, relates that the McDermott firm will provide
legal services in two areas:

   -- first, the Committee seeks to retain Joseph O'Leary from
      the firm's Boston, Massachusetts's office and certain of
      his colleagues as the Committee's Principal Employee
      Relations Counsel; and

   -- second, the Committee also wishes to employ certain
      attorneys from the firm's Chicago office to serve as the
      Committee's Local Bankruptcy Counsel.

Mr. Endler tells the Court that Mr. O'Leary has more than 20
years of experience in labor relation matters in the steel
industry.  Mr. O'Leary has acted as labor counsel in a number of
significant steel industry Chapter 11 cases.  The Committee
believes that Mr. O'Leary's experience and background makes him
well suited to advise and represent them in these matters.

With the firm's responsibility as the Committee's local counsel,
they will primarily be responsible for filing and service of any
pleadings submitted by the Committee in these cases, advising
Reed Smith on local practice and attending routine hearings to
reduce travel expenses.  McDermott will also perform other legal
services as directed by the Committee or Reed Smith.  The firm's
bankruptcy attorney, Dean Gramlich, will have primary
responsibility for acting as the Committee's local bankruptcy
counsel.

Furthermore, Mr. Endler reports that subject to this Court's
approval, McDermott, Will and Emery will charge for its legal
services on an hourly basis at the rates in effect on the date
the firm's professionals perform services for the Committee.  
The current hourly rates to be charged in these cases are:

Professional              Category                       Rate
------------              --------                       ----
Joseph E. O'Leary         Partner (Boston)               $510
Scott A. Faust            Partner (Boston)               $445
James A. Paretti, Jr.     Associate (Boston)             $310
Eric J. Conn              Associate (Boston)             $230
Dean C. Gramlich          Partner (Chicago)              $395
Moshin N. Khambati        Associate (Chicago)            $275
Joseph A. Ambroson        Legal Assistant (Chicago)      $115

"The hourly rates remain subject to periodic adjustments which
the firm normally adjusts every October 1 of each calendar
year," Mr. Endler states.  McDermott will maintain detailed
records of any actual or necessary costs and expenses incurred
in these cases.

According to Dean C. Gramlich, Esq., a partner in the law firm
of McDermott, Will & Emery, in Chicago, Illinois, the firm will
not, while representing the Committee, represent any other
entity having an adverse interest in connection with these
cases. Furthermore, Mr. Gramlich asserts that their firm does
not hold any interest adverse to the Committee in these cases.
(National Steel Bankruptcy News, Issue No. 6; Bankruptcy  
Creditors' Service, Inc., 609/392-0900)


NETWORK COMMERCE: Has $2MM Working Capital Deficit at March 31
--------------------------------------------------------------
Network Commerce Inc. (OTCBB:NWKC), which develops tools and
online services for the advancement of Internet domain
registration, hosting and electronic commerce, announced
financial results for its first quarter ended March 31, 2002.

The company reported a 23% improvement in operating EBITDA loss
in the first quarter of $2.0 million, versus $2.6 million in the
fourth quarter 2001. This represents the fourth consecutive
quarter of improvement in Operating EBITDA, which results from
continued emphasis on core online business services and
restructuring of infrastructure costs. Operating EBITDA excludes
the effects of interest, income taxes, depreciation and
amortization, stock-based compensation, and non-recurring
charges.

The company's net loss for the quarter improved by 67%. Net loss
for the first quarter, including extraordinary and one-time
items, was $2.6 million versus $7.8 million in the fourth
quarter 2001.

Revenues for first quarter 2002 were $1.6 million, compared to
$2.0 million for fourth quarter 2001. Revenues during the first
quarter were generated from hosting services and online
marketing services, while revenues in the fourth quarter also
reflected commerce services from FreeMerchant.com, which was
sold in December 2001. The FreeMerchant.com business unit
contributed revenues of $470,000 in fourth quarter 2001.

The company also reported cash and marketable securities of $3.0
million at the end of first quarter. The historical results of
operations, the balance sheet and certain claims against the
company have led the company's auditors to issue a going concern
opinion in its most recent annual report.

"We are particularly encouraged by the momentum in our core
businesses and our growth over the last two quarters," said
Dwayne Walker, chairman and chief executive officer.

At March 31, 2002, the company's unaudited balance sheet shows
that its total current liabilities exceeded its total current
assets by over $2 million. Meanwhile, the company's total
shareholders' equity has dramatically plunged to $6,000, at the
same date, from about $2 million as recorded at December 31,
2001.

Network Commerce Inc. (OTCBB:NWKC) (www.networkcommerce.com)
provides technology infrastructure and services. The company's
online business services platform includes domain registration,
hosting, commerce and online marketing services. The Seattle-
based company was established in 1994.


NORTH AMERICAN: Court Approves Case Conversion into Chapter 7
-------------------------------------------------------------
Lee E. Buchwald, the former Chapter 11 Trustee of North American
Energy Conservation, Inc.'s bankruptcy case, sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to convert the Debtor's Chapter 11 case
into a Chapter 7 liquidation.

In his report submitted to the Court on March 5, 2002, Mr.
Buchwald says that the Debtor has no operating business and that
he believes liquidation of the Debtor's assets can be done more
efficiently in a Chapter 7 proceeding.  Moreover, Mr. Buchwald
adds, the Debtor lacks the resources to pay the expenses of
preparing a Chapter 11 plan.

Following the conversion, on April 30, 2002, Mr. Buchwald was
appointed the Interim Trustee of North American Energy's Chapter
7 case.  

North American Energy, a subsidiary of York Research
Corporation, markets natural gas in the northeastern United
States.

Mr. Buchwald is President of Buchwald Capital Advisors LLC
(212/297-6168 or lbuchwald@buchwaldcapital.com).


NORTHPOINT COMMS: Pequod Investments Discloses 5.6% Equity Stake
----------------------------------------------------------------
As of April 18, 2002, Pequod Investments, L.P., a New York
limited partnership, was the holder of 4,420,000 shares of the
common stock of NorthPoint Communications Group, Inc. and Pequod
International, Ltd., a corporation organized under the laws of
the Bahamas, was the holder of 2,080,000 Shares. Jonathan
Gallen, investment advisor for Pequod Investments, L.P., Pequod
International, Ltd. and the Accounts, possesses sole power to
vote and direct the disposition of all shares held by Pequod
Investments, L.P. and Pequod International, Ltd. In addition, as
of such date, 1,000,000 shares were held by third parties for
whom Mr. Gallen exercises sole voting and investment control
with respect to such shares.  Thus, for the purposes of Reg.
Section 240.13d-3, as of April 18, 2002, Mr. Gallen is deemed to
beneficially own 7,500,000 shares.  This amount represents 5.6%
of the common stock of Northpoint Communications Group, Inc.,
issued and outstanding as of that date.

Northpoint, an Internet access service provider based in San
Francisco, California, is currently undergoing Chapter 7
Liquidation proceedings, after the court converted the case from
Chapter 11 early this year. The company filed for bankruptcy in
the U.S. Bankruptcy Court for the Northern District of
California, San Francisco Division, on January 16, 2001.


PW EAGLE: Posts Improved EBITDA Performance for March Quarter
-------------------------------------------------------------
PW Eagle, Inc. (Nasdaq:PWEI, formerly "EPII") reported its
financial results for the three months ended March 31, 2002.

A summary of the unaudited results for the quarters ending March
31, 2002 and 2001 is set forth in the following table:

               Income Statement Information
     (In thousands, except for per share amounts)

                                   Three Months Ended
                                        March 31,

                                  2002            2001
                                --------        ---------

Net sales                      $ 53,104        $ 58,045
Gross profit                      6,262           8,726
Net income (loss)              $ (2,635)       $ (1,369)

EBITDA                         $    993        $  3,101

William H. Spell, PW Eagle Chief Executive Officer, stated,
"Although our net income and sales are below the first quarter
of last year, we are pleased that for the first time in three
quarters, the Company's EBITDA is positive. We are encouraged by
the improvement in the overall economy and the PVC resin
markets, and the effect that it has and will have on our
business."

Since late summer 2001, PW Eagle has taken steps to improve
performance, reduce fixed charges and improve liquidity. These
initiatives have reduced operating costs by more than $8
million. During the first quarter of this year, the Company
entered into revised loan agreements with our senior and
subordinated lenders, completed a sale and leaseback transaction
with certain of our properties, and sold our Hillsboro, Oregon
facility. The financial restructuring was completed on February
28, 2002.

The Gross Domestic Product (GDP) directly affects the PVC resin
industry and the PVC pipe industry, and the Company recognizes
that the business is tied to economic cycles. GDP dropped 1.3%
in the third quarter of 2001, grew 1.7% in the fourth quarter
and was recently reported to have grown 5.8% in the first
quarter of 2002. The Company believes that PW Eagle and the PVC
pipe industry have experienced a significant increase in demand
in the first quarter of 2002 compared to the same quarter of
last year, and the fourth quarter of 2001.

Demand for PVC resin is strong and resin producers have
implemented a two-cent per pound price increase for February, a
two-cent per pound price increase for March and a two-cent per
pound price increase for April. In addition, they have announced
a two-cent per pound price increase for May and a four-cent per
pound price increase for June. PW Eagle and the PVC pipe
industry have implemented and announced several pipe price
increases in response to these resin price increases. Spell
concluded, "A stronger economy, strong demand for PVC resin and
PVC pipe and rising product prices will enable PW Eagle to
generate significantly improved financial results in the second
quarter of this year."

PW Eagle, Inc. is a leading extruder of PVC pipe and
polyethylene tubing products. The Company operates eight
manufacturing facilities in the midwestern and western United
States. PW Eagle's common stock is traded on the Nasdaq National
Market under the symbol "PWEI".

                            *   *   *

At December 31, 2001, the company reported that its total
current liabilities exceeded its total current assets by about
$4 million.


PACIFIC GAS: Intends to Defray Permit & Franchise Work Expenses
---------------------------------------------------------------
Pacific Gas and Electric Company requests bankruptcy court
authorization to incur and pay certain permit and franchise-
related expenses outside of the ordinary course of business
pursuant to Bankruptcy Code Section 363(b)(1) because the New
Entities (ETrans, GTrans and Gen) that PG&E contemplates to
create to take up its operations under the proposed Plan of
Reorganization will require certain permits, licenses and
franchises in order to conduct their operations in full
compliance with relevant laws, rules and regulations.

PG&E estimates that it could take up to 12 months to complete
the process of transferring Permits and acquiring Franchises for
the New Entities (the Permit and Franchise Work). PG&E believes
the Permit and Franchise Work must be accelerated well in
advance of confirmation of the Plan in order to assure a timely
Plan consummation. While PG&E has in-house expertise in this
area, the volume of work and time period for completion requires
substantial outside assistance. PG&E contemplates seeking the
assistance of contractors described below to perform their
portion of the Permit and Franchise Work at the direction of and
under the supervision of PG&E.

                 The Transcon and Agent Budgets

PG&E requests approval to pay (i) Transcon Infrastructure, Inc.
approximately $950,000 over a period beginning in February 2002
and (ii) the Entitlement Agents approximately $3 millions,
beginning April 2002, both continuing to the Effective Date or
such earlier date on which the Permit and Franchise Work has
been completed.

                  Permit and Franchise Work

   A.  Permits.

PG&E holds tens of thousands of operating and land occupancy
permits, licenses and related governmental entitlements from
local, state and federal government agencies. Approximately
12,000 of these Permits must be transferred or reissued to the
New Entities. The Plan contemplates that PG&E will follow
established application procedures for the transfer of Permits
under applicable local, state or federal law. Before the
application process can begin, however, PG&E must complete its
permits inventory and database development, which is currently
in progress, along with the training of personnel who will work
on the project. Many Permit transfers will involve only
ministerial review by the government agency, which typically
takes several weeks to process. Other Permit transfers will
involve discretionary review and approval by the government
agency, which typically takes from one to several months to
process. Some Permit applications may also trigger environmental
review, in which case the application process will be more
complex and likely take additional time.

   B.  Franchises.

PG&E is a party to over 520 franchise agreements with various
cities and counties, which allow PG&E to install, operate and
maintain its electric, gas, oil and water facilities in the
public streets and roads owned by local governments. In exchange
for the right to use public streets and roads, PG&E pays an
annual fee to the cities and counties under the franchises.
Franchise fees are computed according to statute depending on
whether the particular franchise was granted under the Broughton
Act or the Franchise Act of 1937; provided, however, that the 38
"charter cities" can set a fee rate of their own determination.

Under the Plan, PG&E will retain the existing franchises, and
the New Entities will enter into new franchises where such
Franchises are necessary. There are two exceptions: PG&E's gas
franchises with Modoc County and San Bernardino County will be
assumed and assigned to GTrans LLC because PG&E does not have
any distribution facilities within either county and therefore
does not need to retain these two franchises.

PG&E estimates that approximately 500 Franchises will be needed.
Pursuant to either the Franchise Act or applicable charter city
provisions, local governments grant public utility franchises as
ordinances upon the filing and consideration of an application.
Pursuant to the Franchise Act, the California Government Code
and, in some cases, charter city procedures, there are minimum
timetables between the filing of the application and the
adoption of the franchise ordinance. Local government must hold
public hearings before it may grant a franchise ordinance. The
California Constitution requires that all franchise ordinances
be subject to a voters' referendum, and, in some cases, charter
cities may only grant franchises by popular vote at a city-wide
election. While the timing varies depending on whether the
general law or more specific charter city provisions govern, it
can exceed six months from the time an application is submitted
to the granting of the franchise ordinance.

              Work to Be Performed By Contractors

A.  Transcon Infrastructure. Inc.

    Transcon Infrastructure, Inc. is experienced with managing
    and coordinating permitting, licensing and siting efforts on
    a broad range of utility infrastructure projects, including
    coordination efforts with local, state and federal agencies.

    Transcon will perform the following types of services with
    respect to the Permit and Franchise Work:

   (1) project management;

   (2) planning and training assistance for all PG&E team
       members including the Entitlement Agents described below;

   (3) assistance with the transfer of the Permits and. the
       acquisition of Franchises, including documentation; and

   (4) evaluation of the procedural requirements underlying
       PG&E's existing permits and licenses.

B.  Entitlement Agents.

  PG&E will also be utilizing 11 individuals who are employed by
  Corestaff Services, Inc., a staffing agency, for assistance
  with the acquisition of Franchises and assisting with the
  transfer of Permits by cities, counties and districts, which
  comprise the majority of the issuing agencies. The Entitlement
  Agents will be:

   (1) developing a strategy and plan for the timely acquisition
       of Franchises;

   (2) conducting negotiations with the cities, counties and
       districts as necessary; and

   (3) working with the cities, counties and districts in
       transferring the Permits.

  Each Entitlement Agent will be assigned to a group of 10 to 20
  cities, counties and districts within a given geographical
  location.

  PG&E has chosen the Entitlement Agents based on their ability
  to work effectively with local governments; some have
  experience working in regulated industries and others have
  experience working in technical marketing.

PG&E believes that Transcon and the Entitlement Agents do not
rise to the level of "professionals" under the Bankruptcy Code,
due both to the nature of the services to be provided and to
their limited role in connection with PG&E's reorganization
proceeding.

PG&E believes that the Permit and Franchise Work is essential to
the implementation of the Plan. To the extent that subsequent
events demonstrate that the Permit and Franchise Work will not
be necessary, the work can be terminated immediately, PG&E tells
the Court. PG&E's standard contractual provisions in place with
Transcon and the Entitlement Agents (through Corestaff Services,
Inc.) do not guarantee future work or any minimum amount of
revenue. PG&E also maintains the right to terminate the
contracts at any time without cause, in which case PG&E is
liable only for work performed to the date of termination plus
costs reasonably incurred by the contractor in terminating any
work in progress. Thus, while there is the possibility that the
Plan will not be confirmed and therefore the Permit and
Franchise Work will become unnecessary, this does not justify
denial of the expenditure, PG&E represents. Also, PG&E is
solvent and has sufficient cash to pay the Budgets without
causing any detriment to the creditors. As reflected in PG&E's
February 2002 Monthly Operating Report, PG&E held more than $4.8
billion in cash reserves as of February 28, 2002.

"In a case of this size and complexity, it is simply not
possible to wait until Plan confirmation to begin all of the
work necessary to implement the Plan," PG&E says, "... in
requesting approval for the Budgets, PG&E has attempted to
strike a balance between being prepared to implement the Plan
and being in a position to terminate the Permit and Franchise
Work at any time."

For all of the reasons given, PG&E requests that the Court
approve the Budgets for the Permit and Franchise Work as set
forth in the motion and grant such other and further relief as
may be just and appropriate. (Pacific Gas Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Q1 2002 Earnings from Operations Drop to $160 Mill.
----------------------------------------------------------------
PG&E Corporation (NYSE: PCG) earned $631 million in the first
quarter of 2002, compared with a loss of $951 million for the
same quarter last year, which included energy crisis-related
write-offs and other charges of $1.2 billion at Pacific Gas and
Electric Company.

Earnings from operations for the first quarter were $220 million
compared with $255 million in the first quarter of 2001.

"Our businesses continue to perform well in 2002," said Robert
D. Glynn, Jr., Chairman, CEO and President of PG&E Corporation.
"Financial and operational results for the first quarter are in
keeping with our outlook for 2002 as a transition year with
regard to resolving the utility's Chapter 11 case, and managing
the challenging market conditions for our national business.  We
continue to make progress on both fronts."

The Corporation also reported income of $176 million, or $0.48
per share, from "headroom" at Pacific Gas and Electric Company
for the first quarter of 2002.  Headroom is income which
reflects the recovery of prior uncollected costs previously
written off for GAAP accounting purposes, but which are now
being recovered in existing electric rates.   Prior to the
energy crisis, and in accordance with California Public
Utilities Commission requirements, any such headroom was used to
amortize utility costs associated with electric restructuring.  
However, for much of 2000 and part of 2001, no such revenues
were available as wholesale power prices far exceeded retail
rates, and the unrecovered balance of these costs was written
off.  Subsequently, increases in the utility's retail rates
resulted in headroom once again being available for cost
recovery.

Beginning with the first quarter of 2002, in order to provide
for greater clarity, the Corporation's income statement shows
earnings from operations both including and excluding headroom.  
Including headroom, earnings from operations for the first
quarter were $396 million, or $1.08 per share.  There was no
headroom in the first quarter of 2001.

The results for the first quarter also included several items
impacting comparability with the prior year's results.  These
items are not included in earnings from operations.  The company
reversed some prior charges previously recorded to cover
wholesale energy purchases made last year by the California
Independent System Operator (ISO).  In March 2002, federal
regulators reaffirmed a prior decision barring the ISO from
billing non-creditworthy entities for power purchases.  The
resulting net gain was $352 million, or $0.95 per share.  Other
items impacting comparability included energy crisis- related
and bankruptcy-related costs that, in aggregate, were $117
million, or $0.32 per share.

               Pacific Gas and Electric Company

Earnings from operations at Pacific Gas and Electric Company
were $160 million compared with $203 million for the same
quarter last year.  The quarter-over-quarter change reflects
comparatively higher operational expenses this year, due
primarily to the fact that in the first quarter of 2001
expenditures were curtailed substantially through cash
conservation measures at the height of the energy crisis.  As
expected, the 2002 results also reflect a reduction in
contributions from the utility's California gas transmission
operations.

Pacific Gas and Electric Company continued solid operational
performance in the first quarter, consistently delivering safe,
reliable and responsive service to its 13 million customers in
Northern and Central California. Specific accomplishments
included completing contracts to connect 3,100 megawatts of new
electric generation to the grid; completing two major
transmission line upgrades to improve service and reliability to
San Francisco residents; and initiating nine economic
development projects designed to foster business growth in the
state.

The utility also continued its successful energy efficiency
programs during the first quarter.  In addition to educating
consumers through its toll-free Smarter Energy Line, the utility
participated in 62 events and presentations to promote energy
efficiency strategies and solutions; helped install energy
efficient traffic signals in 117 cities; and completed an
$850,000 grant to 13 food banks in its service area for the
purchase of energy efficient refrigerators.

                    PG&E National Energy Group

At the PG&E National Energy Group, earnings from operations were
$37 million, for the quarter, compared with $54 million, or
$0.15 per share, in 2001. The results included $0.07 per share
from the PG&E NEG's Integrated Energy and Marketing segment,
compared with $0.10 per share in 2001, and $0.05 per share from
its Interstate Pipeline Operations, compared with $0.05 per
share in 2001. First quarter 2002 results also included $0.02
per share in eliminations and other costs.

The results from the PG&E NEG's Integrated Energy and Marketing
segment primarily reflected the continuing low wholesale power
prices and the mild winter weather in the Northeast.

PG&E NEG accomplishments for the first quarter included
beginning commercial operations at two of the three generating
units at the Lake Road Generating Plant in Connecticut;
launching construction on the North Baja natural gas pipeline
project in Arizona and Southern California; continuing
construction on the Gas Transmission Northwest pipeline
expansion project, which is scheduled to be complete later this
year; and positioning the Plains End power plant in Colorado to
begin commercial operation in May.  The PG&E NEG also worked
intensively during the quarter to expand its construction
financing facility, closing the arrangement on April 5 with 17
banks participating for $1.5 billion.

                    2002 Guidance and Conclusion

The Corporation previously provided 2002 earnings guidance in
the range of $3.00 per share for earnings from operations
including income from headroom. Today the Corporation provided a
separate estimate for earnings from operations without headroom
income.  Specifically, earnings from operations excluding income
from headroom are expected to be in the range of $2.50 to $2.55
per share for 2002.

On a quarterly basis, the amount of income from headroom is
expected to fluctuate materially due to many factors, including
the outcome of regulatory proceedings and other regulatory
actions, changes in estimates of previously incurred energy
procurement costs, sales volatility, the level of direct access
sales, and the impact of the end of the rate freeze period.  The
Corporation emphasized that headroom represents cash earnings
and has a positive impact on the company's balance sheet.

"Thanks to the focus and commitment of our team throughout the
company," said Glynn, "our first quarter performance continues
to provide a strong platform on which we are moving ahead with
Pacific Gas and Electric Company's plan of reorganization in the
bankruptcy court, and on which we can continue strengthening our
PG&E National Energy Group business."


PACIFICARE HEALTH: First Quarter Net Loss Balloons to $858 Mill.
----------------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY), announced that pro
forma net income for the first quarter ended March 31, 2002,
as adjusted for SFAS No. 142 amortization, increased to $30.1
million, from pro forma net income of $26.9 million in the
corresponding quarter of 2001.

The rise in pro forma earnings primarily reflects pricing
strength, improved health-care cost controls and the culling of
unprofitable business.

The adoption of SFAS No. 142 eliminated the amortization of
goodwill on an ongoing basis beginning Jan. 1, 2002. As a
result, the company's first quarter 2002 earnings benefited by
$14 million.

The pro forma first quarter 2002 EPS of $0.87 excludes $12.85
million in pre-tax credits, or $0.23 per diluted share net of
tax, from the release of excess reserves related to settlements
with the U.S. Office of Personnel Management and the U.S.
Department of Justice; and the one-time cumulative effect of a
change in accounting principle related to the adoption of SFAS
No. 142, which resulted in a non-cash goodwill impairment charge
of $897 million, net of tax. The pro forma earnings for the
prior year's first quarter excluded the net effect of  
restructuring charges and credits of $0.5 million, or $0.02 per
diluted share. The reported net loss for the 2002 first quarter
was $858.8 million compared with 2001 first quarter reported
earnings of $13.1 million.

Howard G. Phanstiel, PacifiCare's president and chief executive
officer, said: "We are extremely pleased with our first quarter
operating results, which mark another step forward in the
turnaround we embarked upon at the beginning of 2001. The
turnaround continues to be on track and we're accomplishing what
we committed to do, including making tangible progress toward
restructuring the company's balance sheet.

"As the improvement in operating income over the prior year
reflects, we have refocused the company on margin enhancement
rather than emphasizing market share, exiting unprofitable
markets and product lines and pricing our products ahead of cost
trends."

                      Revenue and Membership

First quarter 2002 revenue of $2.9 billion was 6% below the same
quarter a year ago due to a 19% decrease in Medicare+Choice
membership and an 11% decrease in commercial membership.
Partially offsetting the impact of the membership declines were
increases in commercial per member per month (PMPM) premium
yields of 15%, net of benefit buydowns, and increases in senior
PMPM premium yields of 10%. In addition, revenue in the most
recent quarter benefited from three months of higher
Medicare+Choice premiums resulting from Federal legislation that
went into effect on March 1, 2001, and thus benefited just one
month of the year-ago quarter.

PacifiCare's health plan membership was approximately 3.3
million on March 31, 2002, down 13% year-over-year and 4% below
the fourth quarter of 2001. The reduction in commercial
membership was primarily the result of the implementation of
appropriate premium rate increases, planned exits from
unprofitable commercial markets, and the termination of
contracts with higher-cost network providers. The decrease in
Medicare+Choice membership was primarily due to county
exits and member disenrollment attributable to reduced benefits
that the company implemented on Jan. 1 of this year.

Other income, principally from the company's specialty
businesses, grew 22% from the first quarter of 2001, primarily
due to increased mail service revenues earned by Prescription
Solutions. Prescription Solutions continued to grow its
unaffiliated membership, which increased another 5% in the first
quarter compared with the fourth quarter of 2001, and 78% year-
over-year. PacifiCare Behavioral Health unaffiliated membership
also grew 5% in the first quarter from the fourth quarter of
2001, making unaffiliated membership comparable to year-ago
levels.

Net investment income decreased $11 million from the year-ago
quarter primarily due to the impact of lower interest rates on
marketable securities yields.

                         Health-Care Costs

The consolidated medical loss ratio (MLR) in the first quarter
was 88.8%, 70 basis points lower than the MLR for the quarter
ended Dec. 31, 2001, and 140 basis points lower than the first
quarter of 2001. The commercial MLR decreased 200 basis points
from the same quarter last year. The year-over-year improvement
was due primarily to premium rate increases, which were
partially offset by higher inpatient and physician service costs
and increased pharmacy costs.  

The commercial MLR improved 50 basis points on a sequential
quarter basis, excluding $13 million in fourth quarter changes
in estimates from favorable claims experience in the company's
indemnity and behavioral health businesses which were previously
disclosed.

The senior MLR, which includes both the company's
Medicare+Choice plans as well as Medicare Supplement products,
was 89.8%, a 150 basis point decrease from the fourth quarter of
2001 and a 90 basis point improvement from the year-ago quarter.
Both decreases were due mainly to premium rate increases and
benefit reductions that outpaced health-care cost increases in
the 2002 first quarter.

Earnings before interest, taxes, depreciation and amortization
(EBITDA), as well as OPM credits and the cumulative effect of
the change in accounting principle, totaled $81.6 million in the
first quarter, up slightly from $79.4 million in the quarter
ended Dec. 31, 2001.

Effective this year, EBITDA is being negatively impacted by
payments made to IBM in connection with the information
technology (IT) outsourcing agreement signed in January, whereas
IT equipment owned by the company in the year-ago quarter was
depreciated. Free cash flow, defined as net income plus
depreciation and amortization, less capital expenditures, was
$37 million, including $8 million from the OPM settlement,
compared with $25 million in the preceding quarter and $27.5
million in the first quarter of 2001. The cash balance at
the parent company averaged $124 million during the first
quarter.

The company reduced its outstanding term bank debt by $25
million in January 2002. Subsequent to the first quarter, the
company executed an agreement with its lenders to extend the
maturity date of its senior credit facility by two years, to
Jan. 2, 2005. The extension is conditioned upon PacifiCare
reducing the existing facilities by $250 million prior to Jan.
2, 2003. This reduction comprises a $203 million cash reduction
in the term loan and a $47 million reduction in borrowing
capacity under the revolving credit facility. On the April
18 closing date, the company made an initial reduction of $40
million, comprising $32 million in cash toward the term loan and
an $8 million reduction in borrowing capacity under the
revolver.

                  Equity Line of Credit

On April 30, 2002, the company concluded the 18 business-day
pricing period for a draw under its equity commitment
arrangement with Acqua Wellington Asset Management LLC. As a
result of the draw down, the company will issue 420,720 shares
to Acqua Wellington on May 2, 2002 for an average price of
$21.39 per share, reflecting a 4.1% discount from market prices.
PacifiCare expects to receive proceeds of approximately $9
million from the sale.

                      2002 Outlook

Commenting on the outlook for the year, Phanstiel said: "We
reiterate our confidence in our previously announced 2002 EPS
guidance of $3.55 to $3.65, which excludes the first quarter
goodwill impairment charge and the OPM credits. Based on the
strength of our first quarter financial performance, we're
essentially increasing guidance by maintaining this range
despite the dilution resulting from the shares to be issued to
Acqua Wellington.

"We are off to a good start on the second year of our turnaround
following a year of focusing on controls," he continued. "Now
that we have met the challenge of controlling costs, controlling
claims payment, and controlling the move from capitation to
risk, the focus this year is on improving commercial profit
margins.

"As the year progresses we will shift our focus to growth --
laying the foundation to resume membership growth through the
continued development of a more diversified product line and
more effective marketing of the PacifiCare brand."

PacifiCare Health Systems is one of the nation's largest health-
care services companies. Primary operations include managed care
products for employer groups and Medicare beneficiaries in eight
Western states and Guam serving approximately 3.4 million
members. Other specialty products and operations include
pharmacy benefit management, behavioral health services, life
and health insurance, and dental and vision services. More
information on PacifiCare can be obtained at
http://www.pacificare.com   


PARADIGM GENETICS: Working Capital Deficit Tops $2MM at Mar. 31
---------------------------------------------------------------
Paradigm Genetics, Inc. (Nasdaq: PDGM), an integrated life
sciences company, reported financial results for the first
quarter ended March 31, 2002.

For the three months ended March 31, 2002 total revenues
increased 8% to $5.9 million, compared to approximately $5.5
million for the same period in 2001. The increase in revenue was
generated from herbicide assays developed by the company under
its commercial partnership with Bayer AG.

Total operating expenses for the three months ended March 31,
2002 increased 15% to $11.0 million compared to $9.6 million for
the same period in 2001. The increase in operating expenses
resulted from the company's investment in its MetaVantageT human
metabolomics platform, investments in informatics-based
technologies and expenses associated with operating its ParaGen
plant genotyping business.

Including non-cash compensation charges, the company reported a
first- quarter 2002 net loss attributable to common stockholders
of $5.2 million, or $0.16 per common share, which was one cent
better than the consensus earnings estimate reported by First
Call. This compares to a net loss of $4.0 million, or $0.15 per
common share for the same period in 2001. Excluding the non-cash
compensation charges, the net loss for the three months ended
March 31, 2002 would have been $5.0 million, or $0.16 per common
share.

"I am pleased that during the first quarter of 2002 we were able
to satisfactorily execute the necessary organizational changes
and maintain our focus on operations. That speaks to the
strength of our company," said John E. Hamer, Ph.D., Acting
President and CEO. "Now that our restructuring is complete,
Paradigm is a more focused, leaner company. We expect that our
quarterly expense base beginning in the third quarter of this
year will be about $5 million a year lower than where we were in
the first quarter. We are looking forward to continuing to seek
additional partnerships in agriculture and healthcare."

                         Highlights

During the First Quarter 2002, Paradigm:

     * Completed an internal restructuring to better focus
resources to grow its human healthcare and agricultural
businesses. The restructuring included the establishment of
distinct business units for healthcare and agriculture, the
realignment of research groups, and a reduction of
about 20 percent in the workforce. Administrative and some
research positions were affected.

     * Announced a research and development collaboration with
VDDI Pharmaceuticals to develop antibiotics for the treatment of
gram-positive bacterial infections. Under the terms of the
agreement, VDDI will support Paradigm's research and development
efforts, as well as pay potential royalties. In addition,
Paradigm will have the option to make an unspecified equity
investment in VDDI.

     * Signed a multi-year collaborative research agreement with
Duke University Medical Center to apply metabolomics in drug
discovery and development. Under the terms of the agreement,
Paradigm and Duke University Medical Center will research
multiple disease areas to identify and validate novel drug
targets for drug discovery, as well as seek to discover new
biomarkers for use in predictive medicine. Cardiovascular
disease is the first project under the collaboration.

     * Signed an agreement with Bio-Technical Resources to co-
market enzyme and microbial-based bio-processing technologies.

     * Delivered several high-throughput screening assays to
Bayer AG for use in the identification of new and innovative
herbicides. Paradigm transferred the assays to Bayer's ultra
high-throughput screening platform and received a milestone
payment.

     * Named Leroy E. Hood, M.D., Ph.D., to the Board of
Directors. Hood is president and director of the Institute for
Systems Biology in Seattle Washington, an organization he
founded in 1999 to pioneer systems approaches to biology and
medicine.

Paradigm Genetics, Inc. (Nasdaq: PDGM), headquartered in
Research Triangle Park, NC, is an integrated life sciences
company developing novel technologies to speed the discovery of
products for the advancement of agriculture and human health. In
agriculture, Paradigm has unlocked the potential of functional
genomics through its industrialized technology platform,
GeneFunction Factory(TM), which links gene expression profiling,
biochemical profiling, and phenotypic profiling to create
industry-leading genomic knowledge and intellectual property
advantages. ParaGen, a division of Paradigm Genetics, Inc.,
offers genotyping and other genomic technology services to
customers developing plant- and microbial-based products. In
human health, Paradigm seeks to use its proprietary metabolomics
technology platform, MetaVantage(TM), to transform drug
discovery and development by significantly enhancing the study
of drug targets, lead compounds, and predictive medicine.
MetaVantage(TM) elucidates the metabolic profile of a human
cell, tissue, or fluid, and integrates this information with
data from other genomics analyses using its proprietary
comprehensive informatics system. By globally interrogating
biochemistry, MetaVantage(TM) extends traditional genomic
technologies to reveal the next level of cellular information.
For more information, visit http://www.paradigmgenetics.com  

At March 31, 2002, Paradigm Genetics's balance sheet shows that
its total current liabilities exceeded its total current assets
by over $2 million.


PENNZOIL-QUAKER: Posts Improved Fin'l Results for First Quarter
---------------------------------------------------------------
Pennzoil-Quaker State Company (NYSE: PZL) announced first
quarter 2002 net income of $21.0 million versus net income of
$8.3 million a year ago.  First quarter 2002 net income reflects
a combination of improved marketplace factors, normalized motor
oil margins and strong supply chain performance combined with
lower amortization expense across most segments. Revenue in the
quarter was $564 million, down modestly compared to revenue in
last year's first quarter.

Lubricants:  Operating income for the Lubricant's segment was
$43.8 million in the first quarter, an increase of 39.9 percent
compared to last year, reflecting improved motor oil margins,
strong cost performance and excellent premium oil sales.  Year-
over-year, branded motor oil revenue increased 2.6 percent,
although total revenue for Lubricants decreased 3.6 percent to
$307.5 million primarily due to lower sales of non-branded, low
margin products.

Pennzoil(R) motor oil is in its 16th consecutive year as
America's number one selling motor oil.  With Quaker State(R),
America's number two selling motor oil, the company's combined
market share for the three months ending March 31 was 36.1
percent.

Consumer Products:  Operating income for the company's Consumer
Products segment was $6.0 million in the first quarter 2002
versus $4.9 million in the first quarter last year, reflecting
lower amortization expense.  Revenue in the quarter increased
4.6 percent year-over-year to $88.8 million.

During 2001, Pennzoil-Quaker State Company's former consumer
products divisions -- Axius, Blue Coral/Slick50, Medo and
Automotive Chemicals -- were consolidated into the company's
Houston headquarters.  The sales forces from consumer products
and lubricants were integrated in late-2001, allowing the
company to provide improved service and focus to its retail
customers.

International:  Operating income for the International segment
was $3.5 million compared to $1.2 million in the first quarter
2001.  First quarter revenue decreased 11.3 percent year-over-
year to $56.1 million, driven primarily by restructuring actions
to scale back low margin operations, facilities and distribution
channels.

Jiffy Lube International:  Operating income for Jiffy Lube in
the first quarter was $8.2 million, a 64.6 percent increase from
$5.0 million last year. The increase in first quarter 2002
operating income is due in part to higher comparable store sales
and strong cost performance.  Comparable store sales were up 6.4
percent system wide in the quarter.  First quarter revenue
increased 8.0 percent from a year ago to $90.5 million.

Supply Chain Investments:  Operating income for the Supply Chain
Investment segment, which includes Pennzoil-Quaker State
Company's equity investment in the Excel Paralubes base oil
processing facility, was $16.5 million in the first quarter
compared to $9.7 million in 2001.  The year-over-year
improvement reflects increased base oil production and a change
in turnaround expense accruals, partially offset by lower base
oil margins. Total revenue was $78.6 million, a 4.1 percent
decrease from $82.0 million for the first quarter of 2001, due
primarily to lower base oil prices.

                    Balance Sheet & Cash Flow

Pennzoil-Quaker State reduced total debt and CLOs during the
first quarter by $38.1 million, continuing the significant
progress in balance sheet improvement achieved in 2001.

Cash flow provided from operations in the first quarter of 2002
increased by $78.3 million versus last year's first quarter.  As
of March 31, 2002 cash and cash equivalents were $80.2 million.

            Pending Acquisition by Shell Oil Products U.S.

Pennzoil-Quaker State Company and Shell Oil Products U.S., a
wholly-owned member of the Royal Dutch/Shell Group, announced on
March 25, 2002 that they have entered into a definitive
agreement under which Shell Oil Company will acquire Pennzoil-
Quaker State Company at a price of $22.00 per share in cash. The
proposed transaction, which was approved by the board of
directors of Pennzoil-Quaker State Company, represents a premium
of approximately 42 percent over Pennzoil-Quaker State Company's
closing market price of $15.49 per share on the New York Stock
Exchange on March 22, 2002.  The transaction is subject to
Pennzoil-Quaker State Company shareholder and regulatory
approval.

"The merger with Shell is progressing smoothly, and we are
actively working together on the integration plans to the extent
permitted by regulatory agencies," said Jim Postl, president and
chief executive officer. "The merger will enable our business to
benefit from a lower cost of capital, leverage the best
practices from each organization and better serve our customers
and consumers.  Clearly, we are excited about this transaction
and are hoping to complete it as soon as possible."

Pennzoil-Quaker State Company is a leading worldwide automotive
consumer products company, marketing over 1,300 products with 20
leading brands in more than 90 countries.  The company markets
Pennzoilr and Quaker Stater brand motor oils, the number one and
number two selling motor oils in the United States.  Jiffy Lube,
a wholly owned subsidiary of Pennzoil-Quaker State Company, is
the world's largest fast lube operator and franchiser.  For more
information about Pennzoil-Quaker State Company, visit its Web
site at http://www.pennzoil-quakerstate.com  

                         *   *   *

As reported in the April 1, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed its triple-'A' corporate
credit rating on Shell Oil Co. and the Royal Dutch/Shell Group
of Companies, one of the world's largest integrated oil
companies. At the same time, Standard & Poor's placed its
double-'B'-plus senior secured and senior unsecured ratings for
Pennzoil-Quaker State Co. on CreditWatch with positive
implications. PQS' double-'B'-plus corporate credit rating,
which is also on CreditWatch positive, will be withdrawn upon
completion of the transaction.

The rating actions followed the announcement that Shell had
entered into a definitive agreement to acquire PQS in a
transaction valued at about $2.9 billion, which includes the
assumption of about $1.1 billion in debt.


PILLOWTEX CORP: Wants to Assume 5 Citicapital Lease Agreements
--------------------------------------------------------------
Pillowtex Corporation and Fieldcrest Cannon -- the Debtors --
seek the Court's authority to assume five Lease Agreements, as
modified, with Citicapital Commercial Corporation, formerly
known as Associates Leasing Inc.

Eric D. Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, explains that under the agreements, the
Debtors lease certain production equipment used in their
manufacturing business.  "The Lease Agreements each have
a term of 96 months and an option at the end of the term to
purchase the equipment at fair market value," Mr. Schwartz adds.
The aggregate monthly rent under the Lease Agreements is
approximately $56,231.  As of the Petition Date, the Debtors
owed CitiCapital Leasing $24,367.18 for payments due under the
Lease Agreements.

Mr. Schwartz tells the Court that Fieldcrest Cannon also entered
into a Master Equipment Lease Agreement with an aggregate
quarterly rent of $381,972.  As of the Petition Date, Fieldcrest
owed Citicapital $145,081.

"As part of the Debtors' strategy to restructure their
production equipment leases, the Debtors have negotiated a
restructuring of the Lease Agreements with Citicapital that
materially reduces the amount of lease payments owed to the
CitiCapital Entities in connection with Pillowtex's and
Fieldcrest's agreement to assume the Lease Agreements," Mr.
Schwartz says.

The material terms of the amendment to the Agreements are:

   -- The Lease Agreements will be assumed, as modified by the
      Amendments.

   -- Each of the Lease Agreements has a 48-month term,
      beginning March 1, 2002, and ending February 28, 2006.

   -- The aggregate balance due under the Lease Agreements as of
      March 1, 2002 exceeds $9,000,000. As of March 1, 2002, the
      CitiCapital Entities will reduce the aggregate balance due
      under the Lease Agreements to $5,000,000, the agreed fair
      market value of the Production Equipment.

   -- The New Principal Balance is amortized over the new
      term, with aggregate monthly payments of $124,431.

   -- Pillowtex and Fieldcrest will pay interest on the New
      Principal Balance at the rate of 9.0%, compounded
      annually.

   -- The CitiCapital Entities agree to waive any right to
      payment of the Cure Amounts, but will be entitled to
      submit an unsecured claim in the Pillowtex and Fieldcrest
      bankruptcy cases for $4,019,926, which is the difference
      between the Old Lease Balance and the New Principal
      Balance.

   -- Provided that Pillowtex and Fieldcrest remain current
      under the Lease Agreements, as modified, Pillowtex and
      Fieldcrest have the option to acquire title to the
      Production Equipment at the end of the new term for no
      additional consideration.

In addition, Pillowtex and Fieldcrest have also agreed that,
until they emerge from bankruptcy, if either fails to make a
timely payment under the Lease Agreements, as modified, then the
CitiCapital Entities will give written notice of the payment
default by certified mail, return receipt requested, to:

    (a) the Debtors;

    (b) counsel to the Debtors;

    (c) counsel to the Creditors' Committee; and

    (d) counsel to the Debtors' pre-petition and post-petition
        secured lenders.

Pillowtex and Fieldcrest have 14 days from their receipt of the
notice to cure the payment default. If after 14 days Pillowtex
or Fieldcrest have not cured the default, the automatic stay
will be automatically modified to permit the CitiCapital
Entities to foreclose on their lien and security interest in the
Production Equipment. The CitiCapital Entities may take all
actions necessary to liquidate the Production Equipment in
payment of their claim without further motion or order of the
Court.

Mr. Schwartz explains that assumption of the Lease Agreements,
as modified, enables the Debtors to continue using the
Production Equipment, which is necessary for the Debtors'
manufacturing operations.  The restructuring of the lease
payments will convert over $4,000,000 of the amounts due under
the Lease Agreements into a general unsecured claim against
Pillowtex's and Fieldcrest's respective estates. Moreover, the
CitiCapital Entities have agreed to waive payment of the Cure
Amounts. Pillowtex and Fieldcrest will also have the option
under the Lease Agreements, as modified, to obtain title to the
Production Equipment at the end of the term for no additional
consideration. (Pillowtex Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Delaware Court Confirms Second Amended Plan
-----------------------------------------------------------
Pillowtex Corporation and its domestic subsidiaries announced
that the United States Bankruptcy Court for the District of
Delaware on Wednesday confirmed the Company's Second Amended
Plan of Reorganization filed with the Court on March 11, 2002.
Confirmation by the Court clears the way for Pillowtex to emerge
from bankruptcy by June 30, 2002.

"The decision by the Court paves the way for us to emerge from
bankruptcy by June 30," said Tony Williams, president and chief
operating officer. "Though we will soon close the last chapter
of the bankruptcy process, we will continue to implement new
initiatives to deliver on the promise inherent in our Plan of
Reorganization. Our pledge is to continually offer the consumer
new programs that are fashionable, distinctive and exciting.
This marks the beginning of a new chapter in this company's
history."

Under the terms of the Plan, all shares of Pillowtex existing
Common Stock and Preferred Stock will be cancelled and the
reorganized Company will issue new Common Stock to its secured
creditors and a combination of new Common Stock and Warrants to
its unsecured creditors in accordance with the distribution
procedures provided in the Plan. The Company will emerge from
bankruptcy significantly stronger, having reduced its debt by
approximately $700 million.

Pillowtex Corporation, with corporate offices in Kannapolis,
N.C., is one of America's leading producers and marketers of
household textiles including towels, sheets, rugs, blankets,
pillows, mattress pads, feather beds, comforters and decorative
bedroom and bath accessories. The Company's brands include
Cannon, Fieldcrest, Royal Velvet, Charisma and private labels.
The Company filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on November 14, 2000.
Pillowtex currently employs approximately 8,300 people in its
network of manufacturing and distribution facilities in the
United States and Canada.

Pillowtex Corp.'s 10% bonds due 2006 (PTX2), an issue in
default, are quoted at a price of 1. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=PTX2


POLAROID CORP: Overview of the Joint Plan of Liquidation
--------------------------------------------------------
Polaroid Corporation and its debtor-affiliates present their
Joint Plan of Liquidation Under Chapter 11 of the Bankruptcy
Code, dated April 29, 2002.  The Plan contemplates the
liquidation of the Debtors and the resolution of the outstanding
claims against and interests in the Debtors.

Neal D. Goldman, Polaroid Executive Vice President, General
Counsel and Secretary, tells Judge Walsh that a Disclosure
Statement will have to be filed at a later date.

                       Consolidation Motion

According to Mr. Goldman, the Plan serves as a motion to
consolidate the Debtors' Chapter 11 Cases, which will result in:

    (a) the elimination of all Inter-company Claims by, between
        and among the Debtors;

    (b) merger or treatment as if they were merged of all assets
        and liabilities of the Subsidiaries with the assets and
        liabilities of Polaroid;

    (c) the assumption of any obligation and guarantee of other
        Debtors as one obligation of Polaroid;

    (d) cancellation of Subsidiary Interests;

    (e) consolidation of all claims filed against any Debtor to
        be a single claim against and a single obligation of
        Polaroid;

    (f) the deemed resignation of the members of the board of
        directors of each of the Subsidiary Debtors; and

    (g) the closing of the Chapter 11 Cases of the Subsidiary
        Debtors.

On the Effective Date of the Plan, the Reorganized Polaroid will
continue to exist for the limited purpose of distributing all
assets of the Debtors' Estates.  After that, the Plan
Administrator will:

  (a) effectuate the dissolution of the Reorganized Polaroid in
      accordance with the laws of the State of Delaware; and

  (b) resign as the sole officer and sole director of
      The Reorganized Polaroid.

                     Certificate of Incorporation

To satisfy the provisions of the Plan, the Debtors will later
file for an amendment of the Certificate of Incorporation to:

  (a) authorize one share of New Common Stock with par value
      of $0.01;

  (b) provide, pursuant to Section 1123(a)(6) of the Bankruptcy
      Code, for a provision prohibiting the issuance of non-
      voting equity securities; and

  (c) limit the activities of the Reorganized Polaroid to
      matters related to the implementation of the Plan.

                       Plan Administrator

A Plan Administrator will be appointed to serve as the sole
officer and sole director of the Reorganized Polaroid whose
duties will include:

  (a) investing the Reorganized Polaroid's Cash, including, but
      not limited to, the Cash held in the Reserves in:

      (1) direct obligations of the United States of America or
          obligations of any agency or instrumentality thereof
          which are guaranteed by the full faith and credit of
          the United States of America;

      (2) money market deposit accounts, checking accounts,
          savings accounts or certificates of deposit, or other
          time deposit accounts that are issued by a commercial
          bank or savings institution organized under the laws
          of the United States of America or any state thereof;
          or

      (3) any other investments that may be permissible under
          Section 345 of the Bankruptcy Code or any order of
          the Bankruptcy Court entered in the Debtors' Chapter
          11 cases.

  (b) calculating and paying of all distributions to be made
      under the Plan, the Plan Administrator Agreement and
      other orders of the Bankruptcy Court to holders of
      Allowed Administrative Claims, Allowed Priority Tax
      Claims, Allowed Non-Tax Priority Claims, Allowed
      Convenience Claims, Allowed Secured Claims and Allowed
      Unsecured Claims;

  (c) employing, supervising and compensating professionals
      retained to represent the interests of and serve on
      behalf of Reorganized Polaroid;

  (d) making and filing tax returns for any of the Debtors or
      Reorganized Polaroid;

  (e) objecting to Claims or Interests filed against any of
      the Debtors' Estates on any basis;

  (f) seeking estimation of contingent or unliquidated claims
      under Section 502(c) of the Bankruptcy Code;

  (g) seeking determination of tax liability under Section 505
      of the Bankruptcy Code;

  (h) prosecuting avoidance actions under Sections 544, 545,
      547, 548 and 553 of the Bankruptcy Code;

  (i) prosecuting turnover actions under Sections 542 and 543
      of the Bankruptcy Code;

  (j) prosecuting, settling, dismissing or otherwise disposing
      of the Litigation Claims;

  (k) dissolving The Reorganized Polaroid;

  (l) exercising all powers and rights, and taking all actions,
      contemplated by or provided for in the Plan Administrator
      Agreement; and

  (m) taking any and all other actions necessary or appropriate
      to implement or consummate the Plan and the provisions
      of the Plan Administrator Agreement.

The Plan Administrator will be compensated from the Operating
Reserve pursuant to the terms of the Plan Administrator
Agreement. Any professionals retained by the Plan Administrator
are entitled to reasonable compensation for services rendered
and reimbursement of expenses incurred from the Operating
Reserve. The payment of the fees and expenses of the Plan
Administrator and its retained professionals will be made in the
ordinary course of business. Payment will not be subject to the
approval of the Bankruptcy Court but be subject to review by the
Plan Committee.

From and after the Effective Date, the Reorganized Polaroid and
the Plan Administrator will be authorized:

  (a) to object to any Claims or Interests filed against any
      of the Debtors' Estates; and

  (b) pursuant to Federal Rule of Bankruptcy Procedure 9019(b)
      and Section 105(a) of the Bankruptcy Code, to compromise
      and settle Disputed Claims, in accordance with the
      following procedures, which will constitute sufficient
      notice in accordance with the Bankruptcy Code and the
      Bankruptcy Rules for compromises and settlements of
      claims:

      (1) If the Disputed Claim Amount of the Disputed Claim is
          less than $100,000, the Reorganized Polaroid and the
          Plan Administrator will be authorized and empowered
          to settle a Disputed Claim and execute necessary
          documents, including a stipulation of settlement or
          release, without notice to any party;

      (2) If the Disputed Claim Amount of the Disputed Claim is
          more than $100,000 but less than $1,000,000,
          the Reorganized Polaroid and the Plan Administrator
          are authorized and empowered to settle the
          Disputed Claim and execute necessary documents,
          including a stipulation of settlement or release,
          upon five business days' notice to the Plan Committee;

      (3) If the Disputed Claim Amount of the Disputed Claim is
          greater than $1,000,000, the Reorganized Polaroid and
          the Plan Administrator are authorized and empowered to
          settle the Disputed Claim and execute necessary
          documents, including a stipulation of settlement or
          release, only upon receipt of Bankruptcy Court
          approval of the settlement.

                        Creditors' Committee

The Creditors' Committee will continue in existence until the
Effective Date. On the Effective Date, the Creditors' Committee
will be dissolved. All of its members will be deemed to be
released of all their duties, responsibilities and obligations
in connection with the Chapter 11 Cases or the Plan and its
implementation.  The retention or employment of the Creditors'
Committee's attorneys, accountants and other agents will
terminate. All expenses of Creditors' Committee members and the
fees and expenses of their professionals through the Effective
Date will be paid in accordance with the terms and conditions of
the Fee Order.

                          Plan Committee

On the Effective Date, the Plan Committee will be formed and
constituted. The Plan Committee consists of three members whose
identities will be disclosed to the Bankruptcy Court at the
Confirmation Hearing. In the event that no one is willing to
serve on the Plan Committee or there are no Plan Committee
members for a period of 30 consecutive days, then the Plan
Administrator may, during such vacancy and thereafter, ignore
any reference in the Plan, the Plan Administrator Agreement or
the Confirmation Order to a Plan Committee. All references to
the Plan Committee's ongoing duties and rights in the Plan, the
Plan Administrator Agreement and the Confirmation Order will be
null and void.

The Plan Committee is responsible for:

    (a) instructing and supervising the Reorganized Polaroid and
        the Plan Administrator with respect to their
        responsibilities under the Plan and the Plan
        Administrator Agreement;

    (b) reviewing the prosecution of adversary and other
        proceedings, if any, including proposed settlements
        thereof;

    (c) reviewing objections to and proposed settlements of
        Disputed Claims; and

    (d) performing such other duties that may be necessary and
        proper to assist the Plan Administrator and its retained
        professionals.

The Plan Committee will remain in existence until the final
distributions under the Plan have been made by the Reorganized
Polaroid. The members of the Plan Committee will serve without
compensation for their performance of services as members of the
Plan Committee, except that they are entitled to reimbursement
of reasonable expenses by the Reorganized Polaroid.

                Cancellation of Securities, Instruments
            and Agreements Evidencing Claims and Interests

Except as otherwise provided in the Plan and in any contract,
instrument or other agreement or document created in connection
with the Plan, on the Effective Date, the promissory notes,
share certificates including treasury stock, other instruments
evidencing any Claims or Interests, and all options, warrants,
calls, rights, puts, awards, commitments or any other agreements
of any character to acquire such Interests will be deemed
canceled and of no further force and effect.  This is without
any further act or action under any applicable agreement, law,
regulation, order or rule, and the obligations of the Debtors
under the notes, share certificates and other agreements and
instruments governing such Claims and Interests will be
discharged. The holders of or parties to the canceled notes,
share certificates and other agreements and instruments have no
rights except the rights provided pursuant to the Plan.

                         Sources of Cash

Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for the Reorganized Polaroid and the
Plan Administrator to make payments pursuant to the Plan will be
obtained from the Debtors' cash balances and the liquidation of
the Debtors' remaining non-Cash assets, if any. Cash payments to
be made pursuant to the Plan will be made by the Reorganized
Polaroid or, if the Disbursing Agent is an entity other than
Reorganized Polaroid, the Disbursing Agent.

                  Treatment Of Executory Contracts
                       And Unexpired Leases

Except as otherwise agreed, each of the executory contracts and
unexpired leases will be rejected by the applicable Debtor on
the Confirmation Date, unless such contract or lease has been
previously:

    (a) assumed or rejected by the Debtors including, but not
        limited to, those executory contracts and unexpired
        leases assumed and assigned to One Equity Partners; or

    (b) expired or terminated pursuant to its own terms.

The Confirmation Order constitutes an order of the Bankruptcy
Court approving the rejections, pursuant to Section 365 of the
Bankruptcy Code, as of the Confirmation Date.

If the rejection of an executory contract or unexpired lease
gives rise to a Claim by the other party, the Claim will be
forever barred and will not be enforceable against the
applicable Debtor or its Estate, the Reorganized Polaroid, the
Plan Administrator or their respective successors or properties,
unless a proof of Claim is filed and served on the Reorganized
Polaroid and counsel within 30 days after service of a notice of
entry of the Confirmation Order or other date as prescribed by
the Bankruptcy Court.

Notwithstanding anything to the contrary in the Plan, the
obligations, if any, of the Debtors under the Asset Purchase
Agreement and the Sale Order will be deemed and treated as
executory contracts that are assumed by the Reorganized Polaroid
pursuant to the Plan and Section 365 of the Bankruptcy Code as
of the Effective Date.

           Disputed, Contingent And Unliquidated Claims

The Debtors, Reorganized Polaroid, the Creditors' Committee or
the Plan Committee will file objections to Claims with the
Bankruptcy Court.  They will serve the objections upon the
holders of each of the Claims to which objections are made no
later than the Claims Objection Deadline.

No payments or distributions will be made with respect to all or
any portion of a Disputed Claim unless all objections to the
Disputed Claim have been settled, withdrawn or have been
determined by Final Order, and the Disputed Claim, or some
portion thereof, has become an Allowed Claim.

On the Effective Date and on each Quarterly Distribution Date,
the Reorganized Polaroid will create and fund the Disputed
Claims Reserve.  They must fund the Reserve with an amount of
the Estates' Cash equal to 100% of distributions to which
holders of Disputed Unsecured Claims would be entitled under the
Plan or Allowed Claims.  This is provided, however, that the
Reorganized Polaroid may, at any time, file a Motion pursuant to
Section 502(c) of the Bankruptcy Code for orders estimating and
limiting the amount of Cash to be deposited in the Disputed
Claims Reserve for Disputed Claims.  They must give notice and
an opportunity to be heard to the affected holders of the
Disputed Claims and the Plan Committee.

On the Effective Date and each Quarterly Distribution Date
Reorganized Polaroid must create and fund the Administrative
Claims Reserve.  The Reserve must be funded with an amount of
the Estates' Cash equal to the aggregate Disputed Claim Amount
of all Disputed Administrative Claims, Disputed Priority Tax
Claims, Disputed Non-Tax Priority Claims, Disputed Convenience
Claims and Disputed Secured Claims, based on its sole
discretion.

                     Injunctions and Stay

All injunctions or stays provided for in the Chapter 11 Cases
and n existence on the Confirmation Date, remain in full force
and effect until all property of the Estates of the Reorganized
Polaroid and the other Debtors has been distributed and the
Reorganized Polaroid has been dissolved.

                  Bar Date of Certain Claims

(1) Administrative Claims: The Confirmation Order will
    establish a Bar Date for filing of Administrative Claims.
    The Bar Date will be 45 days after the Confirmation Date.
    The notice of Confirmation will set forth the date and
    constitute notice of this Administrative Claims Bar Date.
    The Reorganized Polaroid, has 45 days after the Bar Date to
    review and object to the Administrative Claims before a
    hearing for determination of allowance of the Administrative
    Claims;

(2) Professional Fee Claims and Substantial Contribution
    Claims: All those who request compensation or reimbursement
    Of Fee Claims for services rendered to the Debtors prior to
    the Effective Date must file and serve an application for
    final allowance of compensation and reimbursement of
    expenses on the Reorganized Polaroid and counsel for the
    Reorganized Polaroid no later than 60 days after the
    Effective Date, unless otherwise  ordered by the Bankruptcy
    Court. Objections to applications of Professionals or other
    entities for compensation or reimbursement of expenses must
    be filed and served on the Reorganized Polaroid, counsel for
    the Reorganized Polaroid and the requesting Professional or
    other entity no later than 60 days after the date on
    which the applicable request for compensation or
    reimbursement was served.

(3) All fees payable pursuant to Section 1930 of Title 28,
    United States Code, as determined by the Bankruptcy Court
    at the Confirmation Hearing, will be paid on the Effective
    Date.  Neither the Debtors, their Estates, Reorganized
    Polaroid nor the Plan Administrator will be liable for the
    payment from additional fees under 28 U.S.C. Section 1930
    other than with respect to Polaroid's Chapter 11 Cases.
    (Polaroid Bankruptcy News, Issue No. 16; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


PRIDE INT'L: S&P Downgrades Senior Unsecured Debt Rating to BB
--------------------------------------------------------------
On May 1, Standard & Poor's assigned its triple-'B'-minus bank
loan rating to Pride International Inc.'s (BB+/Stable/--)
proposed $250 million senior secured revolving loan facility
maturing 2005 and its $200 million senior secured term loan due
2007.

At the same time, Standard & Poor's lowered Pride's senior
unsecured debt rating to double-'B' from double-'B'-plus to
reflect the significant level of secured debt that now
effectively subordinates unsecured debt holders. Houston, Texas-
based Pride provides contract drilling services to the petroleum
industry and has approximately $1.8 billion in outstanding debt.

The rating on the secured loans is one notch above Pride's
corporate credit rating, that reflects Standard & Poor's
assessment that the loan collateral provides reasonable
confidence of full principal recovery in the event of a default.
The loans are secured by two semisubmersible drilling rigs and
28 jackup rigs, with separate collateral pools for each
facility.

The $250 million revolving credit facility is secured by the
Pride South Pacific, a recently upgraded, fourth-generation
semisubmersible operating under a short-term contract and a
number of average-quality jackup rigs. The term loan is secured
by the Pride North America, a high specification, fourth-
generation semisubmersible operating under contract, as well as
a collection of average-quality jackups similar to those
included in the revolver collateral package. Based on current
appraisals, the collateral value to secured debt ratio is above
2.0x.

The secured loan transactions pledge Pride's Gulf of Mexico
jackup fleet and essentially leaves the company's entire higher-
end floating fleet encumbered. Specifically, the company's (51%
interest) two drillships are financed with nonrecourse secured
loans; the two fifth-generation semisubmersibles are pledged in
a $250 million secured loan due 2008; and the two fourth-
generation semisubmersibles are pledged in the proposed
transaction. The unencumbered fleet consists of four medium-
depth semisubmersibles, seven above-average quality jackup rigs,
21 platform rigs, tender-assisted and barge rigs, and the 200-
plus, land-based rigs in South America.

The proceeds from the term loan and the expected $100 million
draw on the revolving loan are to be applied to the retirement
of outstanding bank lines and capital market debt, specifically
convertible notes with put options exercisable in 2003. The
proposed transaction addresses a potential, near-term financing
need without materially increasing total debt, and thus has no
effect on the company's corporate credit rating, which is an
indicator of default risk.

Pride's corporate credit rating reflects the company's
competitive position in the cyclical contract drilling market, a
geographically diverse fleet, multiyear contracts that provide
sufficient cash flow to meet debt service through 2003, and
aggressive financial leverage. Due to unfavorable conditions in
the Gulf of Mexico jackup and South American land markets,
financial measures are expected to be somewhat strained in 2002,
with EBITDA interest coverage around 3.0 times. Total debt to
EBITDA is likely to be above 4.5x and total debt to capital
should remain in the 50%-55% range. Liquidity is adequate with
cash on hand and access to bank credit facilities.

The stable outlook reflects expectations that Pride will
continue to post adequate operational and financial performance
measures for its rating category.

                     Ratings List

               Pride International Inc.

               - Senior secured debt BBB-
               - Senior unsecured debt BB


PSINET INC: Bar Date for Holding Entities Moved to June 5, 2002
---------------------------------------------------------------
The Court granted the motion of Harrison J. Goldin, Chapter 11
trustee of PSINet Consulting Solutions Holdings, Inc. made by
his counsel, Andrews & Kurth L.L.P., pursuant to Fed. R. Bankr.
P. 3003(C)(3) and 9006(b), extending the Trustee's time to file
any proofs of claim against the PSINet Entities until June 5,
2002, without prejudice to the right of the Trustee to seek
further extensions.   All objections have been overruled.
(PSINet Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


RATEXCHANGE CORP: Mar. 31 Balance Sheet Upside-Down by $4.7MM
-------------------------------------------------------------
Ratexchange Corporation (Amex: RTX) announced financial results
for the first quarter 2002. Revenue from continuing operations
during the quarter ended March 31, 2002 was $592,000, an
increase of $552,000 from the quarter ended March 31, 2001. Net
loss was $1,616,000 for the three months ended March 31, 2002,
down significantly from $7,641,000 for the three months ended
March 31, 2001. Adjusted net loss was $1,049,000 during the
first quarter 2002, an improvement of $4,107,000 from $5,156,000
during the first quarter 2001. (1) Net cash used in operating
activities was $877,000 during the three months ended March 31,
2002, which compares favorably to $5,608,000 used during the
three months ended March 31, 2001.

Ratexchange's balance sheet at March 31, 2002 shows that the
company's total shareholders' equity deficit balloons to $4.67
million from $3.4 million recorded at December 31, 2001.

"During the first quarter we began generating brokerage and
investment banking revenue in our newly formed RTX Securities
subsidiary," said Jon Merriman, CEO of Ratexchange.  "We believe
that now is an optimal time to build an investment bank which
focuses on small capitalization companies in emerging growth
sectors and serves the needs of institutional investors who
invest in these companies.  Many of the traditional investment
banks serving these sectors have been acquired by larger
financial institutions, and are refocusing their efforts on
larger capitalization companies.  The combination of available
talent, facilities and the large number of small capitalization
companies needing services including investment banking,
research and trading support, creates an excellent opportunity
for RTX Securities.  In addition, RTX Securities will be able to
draw upon the information flow, knowledge base and systems that
Ratexchange Corporation has developed in emerging commodity
markets such as telecom."

Ratexchange is an innovative brokerage services firm that
combines its expertise in bandwidth and other emerging commodity
markets with securities brokerage and investment banking
activities.  RTX Securities, a wholly-owned subsidiary, is a
NASD licensed, fully-disclosed broker-dealer offering sales and
trading services to institutions and private clients, as well as
advisory and investment banking services to corporate clients.  
Through our emerging commodities division, we are developing
channels to maximize profits by providing valuable and
marketable information to RTX Securities. For more information,
please visit www.ratexchange.com.


ROHN INDUSTRIES: Banks Agree to Forbear Until May 31, 2002
----------------------------------------------------------
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
announced that Alan R. Dix will join the company as Vice
President, Chief Financial Officer and Secretary effective May
13, 2002.  Dix replaces Bruce C. Paul, a partner in Tatum CFO
Partners, LLP, who has served as Interim Chief Financial Officer
since November of 2001.

Dix, a certified public accountant since 1977, joins ROHN with
25 years of experience in accounting and finance.  Dix was most
recently with Foster & Gallagher, Inc., a privately held company
based in Peoria, IL, where he served as Treasurer and Secretary.  
Dix has also held accounting and tax positions with Cilcorp
Inc., a public energy and environmental services company, and
Customer Development Corporation, a privately held data
management, direct mail and telemarketing company, both based in
Peoria, IL.  Dix also spent six years in the Peoria, IL office
of PricewaterhouseCoopers LLP.

Brian B. Pemberton, President and Chief Executive Officer, said,
"Alan is a key addition to our management team. Alan's
accounting and financial expertise will be valuable to ROHN as
we continue to streamline operations and as we work with our
bank lenders to amend the Company's credit agreement."

ROHN also announced that it has entered into a forbearance
agreement with its bank lenders until May 31, 2002. Under the
forbearance agreement, the lenders have agreed to forbear from
enforcing any remedies they may have under the credit agreement
among ROHN and the lenders arising from ROHN's breach of a
covenant related to minimum EBITDA (earnings before interest,
taxes, depreciation and amortization). The Company expects to
enter into an amendment to the credit agreement on or before May
31, 2002 that will revise this and other provisions of the
credit agreement and under which the lenders will waive this
default. If ROHN does not enter into an amendment to its credit
agreement by that date and the forbearance agreement is not
further extended, the lenders will be able to exercise any and
all remedies they may have in the event of a default.

ROHN further said that it is beginning the testing and, if
necessary, the repair of internal flange poles that it has
fabricated and sold since 1999.  ROHN recently learned that one
of its customers had an internal flange pole that collapsed.  As
a result, ROHN has advised the U.S. Consumer Product Safety
Commission and is implementing a comprehensive testing program
to help ensure that the internal flange poles that ROHN has sold
since 1999 conform to ROHN's quality standards. The potential
issue relates to a welding operation that was used exclusively
for ROHN's internal flange poles and does not affect any of
ROHN's other pole or tower products.  ROHN is still developing,
implementing and refining its testing and repair program for its
internal flange poles and is not yet in a position to estimate
the total cost of the issue to the Company.  ROHN believes,
however, that the total cost of addressing the problem will have
a significant, adverse effect on the Company's financial results
for fiscal year 2002 and depending on the extent of the problem
and customer reaction, that cost could be substantial and could
extend into 2003.

ROHN Industries, Inc. is a leading manufacturer and installer of
telecommunications infrastructure equipment for the wireless and
fiber optic industries. Its products are used in cellular, PCS,
fiber optic networks for the Internet, radio and television
broadcast markets. The company's products include towers,
equipment enclosures, cabinets, poles and antennae mounts, as
well as design and construction services.  ROHN has
manufacturing locations in Peoria, Ill.; Frankfort, Ind.;
Bessemer, Ala.; and Mexico City, Mexico.


ROGERS WIRELESS: Fitch Changes Outlook on Profitability Concerns
----------------------------------------------------------------
Fitch Ratings has changed the Rating Outlook on Rogers Wireless
Inc. to Negative from Stable. The Negative Outlook applies to
RWI's senior secured debt rating of 'BBB-' and senior
subordinated debt rating of 'BB'.

The Negative Outlook reflects Fitch's concern of RWI fully
executing the changes with its business strategies and
accelerating its operational and financial performance
improvement over the near-term. While first quarter 2002
financial and operating performance improvement provides an
optimistic view, the company must make steady progress toward
more profitable operating results amid several challenges.

First quarter results were encouraging to see positive trends
with churn, postpaid mix improvements and operating expense
controls, which have had a positive impact on EBITDA. However,
RWI continues to maintain high funding requirements to install
in-fill sites to enhance network quality in non-urban areas, to
increase capacity beyond initial GSM network implementation for
growth requirements and to complete the GSM/GPRS build-out. As a
result of the high level of planned capital expenditures, debt
is expected to increase over the near-term. Fitch expects debt-
to-EBITDA to be approximately 5.4 times - 5.6x in 2002 compared
with 5.7x in 2001. With only $15 million drawn on its $700
million credit facility at the end of the first quarter 2002,
Rogers expects the bank facility to provide enough liquidity to
reach free cash flow.

In order for the company to reach free cash flow, RWI will need
to achieve considerable EBITDA improvement while reducing
capital spending over the next couple of years. This effort is
made more challenging in light of the intensely competitive
Canadian wireless market, which has created significant pricing
pressures for the operators. While pricing pressures have abated
somewhat in the first quarter of 2002 with gains made in pricing
of pre-paid handsets and potential opportunities with post-paid
pricing, significant risk remains if operators choose to become
aggressive on pricing by reducing the system access
fee/contribution tax currently charged to subscribers.
Additional challenges include improvement of subscriber mix with
general business and corporate customers to drive ARPU gains,
continued success in adding postpaid customers, continued
improvement of churn to industry levels, growing data ARPUs to
offset declines in voice pricing and shift of distribution mix
from dealer to direct/retail channels.

From a positive perspective, RWI has received past support from
its substantial equity holders, Rogers Communications and AT&T
Wireless. RWI has a very beneficial spectrum position with 55MHz
of spectrum across Canada with the exception of Southern
Ontario, where it has 45MHz. Further benefits of its strategic
alliance with AT&T Wireless include purchasing power and
availability for handsets, technological development and
implementation of 3G networks, and marketing and service
bundling. From an operational perspective, the company made
substantial progress in its GSM/GPRS infrastructure upgrade,
which covers approximately 85% on the POPs, representing the
largest such position in Canada. The GSM/GPRS overlay should
match its analog footprint, about 93% of the Canadian POPs, by
first half 2002.


ROMARCO: Special Committee Taps Research Capital As Fin. Advisor
----------------------------------------------------------------
Romarco Minerals Inc. (TSXV: "R") announced that a Special
Committee of its board of directors was formed to review the
terms and conditions of the offer announced by Bradstone Equity
Partners, Inc. on April 17, 2002. To date no formal offer has
been made.

The Special Committee has engaged the services of Research
Capital Corporation to act as financial advisor to the Special
Committee in its review of the terms and conditions of
Bradstone's offer, to consider strategic alternatives, to
solicit and evaluate any other offers and to assist the Special
Committee in responding to Bradstone's offer.

Research Capital, in conjunction with the Special Committee,
will evaluate all potential alternatives for maximizing
shareholder value.

As reported in the April 03, 2002 edition of Troubled Company
Reporter, the Toronto Stock Exchange suspends Romarco shares
trading due to noncompliance of certain continued listing
guidelines.


ROMARCO: Taps GS Comms. as Info. and Proxy Solicitation Agent
-------------------------------------------------------------
Romarco Minerals Inc. (TSXV:  "R") has engaged the services of
Georgeson Shareholder Communications Canada, Inc. to act as
information and proxy solicitation agent in connection with
Romarco's upcoming annual general meeting of shareholders to be
held on June 27, 2002.

GS is the leading provider of proxy solicitation and other
shareholder response services in Canada.  GS has a proven track
record over the past 18 years of providing proactive
communication services to more than 500 corporations.  GS is a
wholly owned subsidiary of Georgeson Shareholder Communications,
Inc., a global organization that has offices in Toronto,
Calgary, New York, London, Paris, Rome, Sydney and Johannesburg.


SHELDAHL INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sheldahl, Inc.
        1150 Sheldahl Road                
        Northfield, Minnesota 55057          

Bankruptcy Case No.: 02-31674

Type of Business: The company creates and distributes high-
                  density substrates, quality fine-line
                  flexible printed circuitry, and thin,
                  flexible laminates and their derivatives to
                  worldwide markets.

Chapter 11 Petition Date: April 30, 2002

Court: District of Minnesota

Judge: Dennis D. O'Brien

Debtors' Counsel: James L. Baillie, Esq.
                  Fredrikson & Byron, P.A.
                  1100 International Centre
                  900 Second Avenue South
                  Minneapolis, Minnesota 55402
                  Phone: 612-347-7000     

Total Assets: $33,764,000

Total Debts: $81,930,000

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Pemstar Thailand Ltd.      Trade Debt               $1,346,193  
Chuck High
129/1 Mod 5 Hi-Tech
Industrial
Banfo, Bangpa - IN
Ayutthaya 13160
Phone: (507) 292-6902

BCC Equipment Leasing      Equipment Lease -        $1,041,952
Corp.                     Undersecured Creditor
Joseph Corff
3780 Kilroy Airport Way -
Suite 750
Long Beach, California 90806
Phone: (562) 997-3457

Health Partners            Union Health               $755,568
Katy DeMuth                Insurance Premiums
NW3600
PO Box 1450
Minneapolis, Minnesota 55485
Phone: (952) 883-5953

Dupont                     Insurance                  $382,841
Bill Briggs
Barley Mill Plaza 30-2234
PO Box 80030
Wilmington, Delaware 19880
Phone: (302) 892-7157

Marsh & McLennan Inc.      Insurance                  $343,282
Jeff Fox
333 S 7th Street
Suite 100
Minneapolis, Minnesota 55402
Phone: (612) 692-7516

Kimoto Tech Inc.           Trade Debt                 $304,900
Terry Hatteri
601 Canal Street
Cedartown, Georgia 30125
Phone: (770) 748-2643x147

Shipley Co A Rohm & Haas   Trade Debt                 $255,591
Al Novacek
45 Forrest Street
Marlborough, MA 01752
Phone: (714) 730-4271

Dupont Teijin Films USL    Trade Debt                 $238,415

City of Northfield         Utility (Water)            $288,205

JAE Electronics            Trade Debt                 $224,986

Unisource Supply Systems   Trade Debt                 $207,304

Qualitek Engineering & MF  Trade Debt                 $172,185

St. Paul Fire & Marine     Insurance (W/C)            $152,999
Insurance

Xcel Energy (NSP)          Trade Debt                 $147,495

Jaco Electronics Inc.      Trade Debt                 $145,489

Alps Automotive            Trade Debt                  $98,876

Kaneka High Tech Material  Trade Debt                  $97,697

Ameribrom Inc.             Trade Debt                  $91,200

EMC2                       Trade Debt                  $90,989

Span Manufacturing Limited Trade Debt                  $88,832

    
SONIC AUTOMOTIVE: S&P Rates $130MM Sr. Subordinated Notes at B+
---------------------------------------------------------------
On May 1, 2002, Standard & Poor's assigned its single-'B'-plus
rating to Sonic Automotive Inc.'s $130 million convertible
senior subordinated notes due 2009. Proceeds from the debt issue
are to be used to refinance existing debt.

At the same time, Standard & Poor's affirmed its double-'B'
corporate credit rating on Charlotte, North Carolina-based
Sonic, a publicly held automotive dealership group. Credit
rating outlook is stable.

The ratings on Sonic reflect the company's below-average
business profile as a leading consolidator in the U.S.
automotive retailing industry, combined with high debt leverage
and modest cash flow protection.

Sonic is one of the five largest firms in the highly competitive
and cyclical U.S. automotive retailing industry. Numerous
acquisitions have led to a larger and more diverse revenue base.
Revenues for 2001 exceeded $6 billion, compared with $500
million in sales in 1997. An increasing share of revenue comes
from the sale of higher-margin and more stable used vehicles,
finance and insurance services, and repair parts and maintenance
services. These revenue sources represent about 40% of sales, up
from 36% in 1997, and about 70% of gross profit. In addition,
Sonic's market presence has expanded beyond the Southeast to
include fast-growing markets in the West and Southwest. Brand
diversity has also improved, with a greater proportion of sales
coming from higher-margin luxury and foreign vehicles. Sonic
will continue to face significant challenges integrating
purchased dealerships, including the recently acquired Don
Massey Dealerships which was the 19th largest dealership group
in the U.S.

Industry-wide new vehicle sales are expected to decline by 5%-
10% during 2002, but remain at historically healthy levels.
Sonic's solid growth in other product areas, combined with the
benefits from acquisitions, should result in improved earnings
and cash flow generation during 2002. The extent to which the
company's financial performance could erode in a more severe
cyclical downturn, however, is a major risk factor.

Sonic's financial profile is below average, reflecting its
aggressive debt use and modest cash flow protection. Total debt
(adjusted for operating leases) to total capital is about 75%.
Standard & Poor's considers the company's floorplan borrowings
to be more akin to trade payables than debt due to their ready
availability, indefinite maturity, and high loan to value
ratios. In addition, vehicle manufacturers generally offer
various forms of subsidies, which offset the borrowing costs of
floorplan facilities. (Excluding floorplan debt, Sonic's debt to
capital ratio would be about 63%.) Sonic is expected to slow its
acquisition pace during the next few quarters to integrate
recent and publicly announced dealership acquisitions.
Nevertheless, future purchases are expected to result in
continued aggressive debt use. The company intends to balance
its use of debt and equity in funding acquisitions to preserve
financial flexibility. Over time, Standard & Poor's expects
EBITDA interest coverage to average 2.5 times to 3x, and total
debt to total capital to average about 75%, both appropriate
levels for the rating.

                           Outlook

Continued heavy debt use, exposure to cyclical end markets, and
the need to integrate acquisitions limit upgrade potential for
the next few years.

                        Ratings List

                    Sonic Automotive Inc.

             - Senior unsecured debt (prelim.) B+
             - Subordinated Debt B+


SPATIALIGHT INC: BDO Seidman Raises Going Concern Doubts
--------------------------------------------------------
BDO Seidman, LLP, in its February 6, 2002, Auditors Report for
Spatialight Inc., says:

     "the Company has sustained recurring losses from operations
     and has net capital deficiencies and negative working
     capital at December 31, 2001. These conditions raise
     substantial doubt about the ability of the Company to
     continue as a going concern."

Spatialight designs microdisplays that provide high resolution
images suitable for applications such as rear projection
computer monitors, high definition television and video
projectors, and potential applications such as use in wireless
communication devices, portable games and digital assistants.
Revenues through December 31, 2001 have been derived from the
sales of development kits. Since April 2001, in order to
concentrate efforts in the Chinese market, the Company
discontinued producing and selling development kits.

During 2001 Spatialight experienced negative cash flows from
operating activities of $4,476,039 and a net operating loss of
$7,845,094. Operations were funded in 2001 by the exercise of
warrants and by the sale of common stock under private stock
purchase agreements.

As of December 31, 2001 the Company received $4,354,003 from the
exercise of options and warrants, including $470,833 in
installment note payments, for which it has issued 2,604,244
shares of common stock. An additional 50,000 shares held in
escrow will be released upon receipt of the balance of $21,875
due on warrant installment notes.

In addition during 2001, it have sold 2,437,304 shares of stock
under private stock purchase agreements at prices ranging from
$1.75 to $2.40. To date it has received proceeds totaling
$1,909,571, including $848,462 in installment note payments,
pursuant to the sales, and expects to receive the balance of
$2,161,000 in 2002. Of the total shares sold, 1,946,268 are held
in escrow and will be released upon the receipt of the balance
due.

                Liquidity And Capital Resources

Through December 31, 2001, the Company has sustained recurring
net losses from operations and, at December 31, 2001, had a net
capital deficiency of $213,000 and a net working capital
deficiency. These conditions raise substantial doubt about
Spatialight's ability to continue as a going concern.

As of December 31, 2001, the Company had $2,728,134 in cash and
cash equivalents, an increase of $1,692,177 from the December
31, 2000 amount of $1,035,957. Net working capital deficit at
December 31, 2001 was $868,056, compared to $2,061,234 at
December 31, 2000. The increase in working capital was primarily
due to the cash received from warrant exercises and private
sales of common stock discussed above.

During 2001 the Company had negative cash flow from operations,
resulting in the need to fund ongoing operations from financing
activities. Net cash used by operating activities totaled
$4,476,039 and $6,073,605 in 2001 and 2000, respectively. Net
cash provided by financing activities was $6,494,990 and
$6,397,699 in 2001 and 2000 respectively, principally resulting
from the exercise of warrants and options, and sales of common
stock.

As of December 31, 2001, it had an accumulated deficit of
$39,729,909. Spatialight has realized significant losses in the
past and expects that these losses will continue until it starts
to receive significant revenues from the sale of its products.
The Company generated limited revenues and no profits from
operations during 2001. The ramp up in manufacturing and
commercialization of its displays will require substantial
expenditures during 2002. Consequently, it may continue to
operate at a loss during 2002 and there can be no assurance that
its business will operate on a profitable basis thereafter.

The Company anticipates that its cash expenditures during 2002
will run approximately $400,000 per month without regard for any
revenues that may occur as a result of the technical trials now
underway. It expects to meet cash needs with its existing cash
balances and collections from stock subscriptions receivable of
approximately $2,500,000. There are outstanding warrants
expiring in 2002 that are currently in-the-money. The Company
expects that if they are still in-the-money at or near
expiration date they will be exercised, resulting in proceeds of
approximately $3,400,000. In addition, it is possible that other
outstanding exercisable warrants that are in-the-money may be
exercised. However, there can be no assurance that the warrants
will be exercised. If no warrants are exercised, and if the
technical trials do not result in revenues during 2002, it is
possible that the Company will need to seek to raise additional
debt or equity financing during the latter part of 2002. There
can be no assurances that such additional debt or equity funding
will be available from its current investors or from any other
source.

                     Results Of Operations

Total revenues were $10,000 and $65,650 in 2001 and 2000
respectively. Revenues in both 2001 and 2000 were the result of
sales of its display development kits. Revenue from the sales of
development kits are not indicative of the revenue it expects to
realize on sales of its displays produced in quantity.
Development kits have a higher unit price than mass produced
displays, as they are custom made and require additional parts
that are not required for displays sold in quantity. During
2001, Spatialight discontinued producing and selling development
kits.

Losses from operations before income taxes were $9,904,494 and
$7,832,269 in 2001 and 2000, respectively. This increase is due
primarily to an increase of approximately $3.0 million of
stock-based interest and stock-based general expenses. This
increase was offset by a decrease of approximately $1.2 million
in general and administrative and research and development
expenses incurred as a result of more efficient use of funds in
2001.

Spatialight has incurred losses over the past five years and has
experienced cash shortages. For the fiscal years ended December
31, 2001 and 2000, it has incurred net losses of $9,911,727 and
$7,833,869, respectively. In addition, it had an accumulated
deficit of $39,729,909 as of December 31, 2001. The Company may
incur additional losses as it continues spending for research
and development and other business activities. As a result, it
will need to generate substantial sales to support its cost
structure before it can begin to recoup its operating losses and
accumulated deficit and achieve profitability.

If Spatialight is unable to obtain further financing or generate
required working capital its ability to operate could suffer or
cease.


SUN HEALTHCARE: Consummates Sale of NM Properties to Sun Center
---------------------------------------------------------------
Sun Healthcare Group, Inc. (OTC Bulletin Board: SUHG) completed
the sale of two office buildings and certain adjoining property
in Albuquerque, New Mexico, to Sun Center, LLC, a New Mexico
corporation managed by Goodman Realty Group. While terms of the
sale were not disclosed, Sun Healthcare Group applied the net
proceeds of the sale to reduce borrowings under its revolving
credit facility. The sale was authorized by the U.S. Bankruptcy
Court for the District of Delaware prior to Sun Healthcare Group
emergence from its bankruptcy proceedings on February 28, 2002.

"The successful completion of this transaction provides the
company with additional liquidity under our revolving credit
facility, and has no immediate effect on Sun's current office
space requirements in Albuquerque," said Richard K. Matros, Sun
Healthcare Group's CEO and chairman of the board.

As part of the transaction, Sun Healthcare Group entered into a
10-year lease for one of the buildings that it sold to Sun
Center, LLC. Sun Healthcare Group continues to own and occupy
three other office buildings on the same campus as the
properties sold. There is no affiliation between Sun Healthcare
Group, Inc. and Sun Center, LLC.

Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc.,
through its subsidiaries, is a leading long-term care provider
in the United States, operating nearly 250 long-term and
postacute facilities in 25 states. Sun companies also provide
rehabilitation therapy, pharmacy, home care and other services
for the healthcare industry.


TRAILER BRIDGE: Expects to Get Loan Covenant Violations Waiver
--------------------------------------------------------------
Trailer Bridge, Inc. (NASDAQ National Market: TRBR) reported
financial results for the first quarter ended March 31, 2002,
highlighted by a significantly narrowed net loss, operating
profits in the month of March and news of market consolidation
in the Puerto Rico trade as a result of the discontinuance of
operations by a competitor.

With the discontinuance of the Northeast service at the
beginning of the quarter, Trailer Bridge had 21.5% less overall
vessel capacity deployed in the Puerto Rico lane compared to the
first quarter of 2001. Total revenue for the three months ended
March 31, 2002 was $17,480,126, a decrease of $3,156,587, or
15.3% compared to the first quarter of 2001. The Company's total
volume of freight moving to and from Puerto Rico decreased 17.6%
compared to the year earlier period.

With the discontinuance of the Northeast service, the Company
believes that volume and yield comparisons solely related to
freight moving via Jacksonville are most relevant. For the three
months ended March 31, 2002, total southbound volume over
Jacksonville increased 6.3% compared to the year earlier period
and 7.8% sequentially from the fourth quarter of 2001.
Northbound, total volume over Jacksonville decreased 31.2% from
the year ago period and 11.7% sequentially from the fourth
quarter. The effective yield of all of the southbound cargo
moving via Jacksonville represented a decrease of 2.7% from the
year earlier period but an increase of 1.2% sequentially from
the fourth quarter. In the other direction, the effective yield
of all northbound cargo moving over Jacksonville increased 12.4%
from the year ago period and 4.9% sequentially from the fourth
quarter of 2001.

The Company's Puerto Rico deployed vessel capacity utilization
overall during the first quarter was 76.3% to Puerto Rico and
18.3% from Puerto Rico compared to 70.7% and 22.0%,
respectively, during the first quarter of 2001. The current
first quarter capacity utilization figures represented
improvement in both directions sequentially from the fourth
quarter of 2001 when deployed vessels were utilized 66.0%
southbound and 17.0% northbound. Trailer Bridge had an average
of 178 tractor units operating on the mainland during the
quarter, generating 9,076 miles per month of which 79.6% were
loaded, an improvement in efficiency from the year earlier
period (9,202 and 74.7%, respectively) as well as sequentially
from the fourth quarter of 2001 (8,743 and 78.2%, respectively).

The operating loss for the first quarter ended March 31, 2002
was $519,025, as compared to an operating loss of $4,532,174 in
the prior year period. Compared to the first quarter of 2001,
operating income improved by $4,013,149 due to discontinuing the
Northeast service, reductions in headcount and equipment, an
array of other cost-cutting initiatives and the absence of the
$877,865 dry-docking expense in the year ago quarter. As a
result of the above, the operating ratio was 103.0% during the
first quarter of 2002 compared to the 122.0% operating ratio
during the year earlier period. Net interest expense of $723,147
was down $150,715 from the year earlier period due primarily to
lower interest rates. The Company also realized a net loss of
$68,362 from non-operating items during the quarter compared to
a slight gain in the year earlier period.

The Company's loss before income taxes for the first quarter
ended March 31, 2002 was $1,310,534, compared to a pre-tax loss
of $5,374,154 in the year earlier period. After a full valuation
allowance for income tax credits, the net loss for the first
quarter remained at $1,310,534, as compared to a net loss of
$5,374,154 for the year earlier period.

As previously disclosed, the Company has seen a significant
reduction in operating losses since early 2002 driven by the
actions taken at the end of last year. The Company has
previously disclosed the overall operating results for the two-
month period ending February 2002 compared to similar earlier
periods. The sharp improvement in actual performance has
extended into and accelerated in March when the Company achieved
both an operating and bottom-line profit.

The previously announced financial support from an affiliate in
the amount of $4 million has been received by Trailer Bridge.
With that funding, the Company believes its liquidity is more
than sufficient to meet all of its obligations, including all
scheduled principal payments, through at least the end of 2002
even without a reduction in market capacity in the Puerto Rico
lane. Trailer Bridge expects to receive a formal waiver of all
past financial covenant violations from its senior lender and
new financial covenants reset at levels at which the Company
believes it will maintain compliance.

On April 26, a competitor with a 27% market share discontinued
operations and sold its vessel assets to another competitor. The
excess capacity in the Puerto Rico market prior to this
announcement was approximately 30% and we believe this
consolidation will meaningfully address the imbalance. All
carriers in the trade should benefit from the greater asset
utilization of presently deployed vessels and sustainable
pricing, reversing the significant rate declines in recent
years. Trailer Bridge's own effective yield on southbound 53'
loads is down approximately 25% from five years ago. In April,
another major competitor announced a general rate increase of
10% effective June 15 on its tariff rate between the mainland
and Puerto Rico.

John D. McCown, Chairman and CEO, said, "We are lean and liquid
and are looking forward to participating and thriving in what
will be a dramatically different Puerto Rico lane going forward.
The correction in excess capacity that is now unfolding will
lead to pronounced and lasting market changes that will, I
believe, move Trailer Bridge into a profit margin range shared
by few transportation companies. We have said, and I re-affirm
now, that the assets and people that comprise our freight system
can, in more normalized market conditions in the Puerto Rico
lane, deliver earnings of more than $3 per share per year.
Fundamental analysis indicates, and I strongly believe, that
TRBR stock represents an extraordinary investment opportunity
due to the staggering future potential of a lean, cost-efficient
model in this and other necessary markets."

Trailer Bridge provides integrated trucking and marine freight
service to and from all points in the lower 48 states and Puerto
Rico, bringing efficiency, environmental and safety benefits to
domestic cargo in that traffic lane. This total transportation
system utilizes its own trucks, drivers, trailers, containers
and U.S. flag vessels to link the mainland with Puerto Rico via
marine facilities in Jacksonville and San Juan. Additional
information on Trailer Bridge is available at
http://www.trailerbridge.com


TRISTAR CORP: Court Okays Inter Parfums Bid for Certain Assets
--------------------------------------------------------------
Inter Parfums, Inc. (NASDAQ National Market: IPAR) announced
that its wholly-owned subsidiary, Jean Philippe Fragrances, LLC,
has received court approval for its bid to purchase certain mass
market fragrance brands and inventories of Tristar Corporation,
a Debtor-in-Possession.

Jean Philippe Fragrances is to purchase the trademarks and
related intellectual property of certain brands for $3.5
million, and to acquire certain existing inventory for
approximately $4.7 million. Management expects a formal purchase
agreement to be signed shortly, and a closing prior to June 1,
2002.

The court approved bid by Jean Philippe Fragrances was made in
combination with one by a newly formed company, Fragrance
Impressions, Inc., which is to be owned by the existing
management of Tristar and certain of it creditors. Fragrance
Impressions, Inc. has agreed to purchase most of the remaining
assets of Tristar and has agreed to assume certain debt of
Tristar. As part of the bid, Jean Philippe Fragrances has agreed
to enter into a manufacturing agreement with Fragrance
Impressions for production of the Tristar brands to be acquired.
In addition, Tristar and Fragrances Impressions are to enter
into a non-competition agreement with Jean Philippe Fragrances
relating to alternative designer fragrances and certain mass
market cosmetics.

Commenting, Jean Madar, Chairman & CEO of Inter Parfums, Inc.,
stated, "Tristar has been one of our most significant
competitors over the years. With the addition of the Tristar
brands, we expect to increase our share of mass market fragrance
and cosmetic sales. The agreement gives us worldwide rights to
produce and distribute merchandise sold under the specified
brands and trademarks, formerly owned by Tristar. We believe
that sales under the brands to be acquired could approximate $15
million over the next 12 months."

Inter Parfums, Inc. develops, manufactures and distributes
prestige perfumes such as Burberry, S.T. Dupont, Paul Smith,
Christian Lacroix, Celine and FUBU, as well as mass market
fragrances, cosmetics and personal care products in over 100
countries worldwide.


U.S. STEEL CORP: Will Pay First Quarter Dividend on June 10
-----------------------------------------------------------
United States Steel Corporation announced that the Board of
Directors declared a dividend of 5 cents per share on U. S.
Steel (NYSE: X) Common Stock.  The dividend is payable June 10,
2002, to stockholders of record at the close of business May 16,
2002.

For more information on U. S. Steel, visit the company's Web
site at http://www.ussteel.com

As previously reported, Fitch currently rates the senior
unsecured debt of U.S. Steel 'BB', with stable outlook.


UCAR INTERNATIONAL: Net Debt Tops $663 Million at March 31, 2002
----------------------------------------------------------------
UCAR International Inc. (NYSE:UCR) today announced preliminary
financial results for the first quarter ended March 31, 2002.
Preliminary 2002 first quarter earnings per share, before
previously announced restructuring and tax charges associated
with our 2002 new major cost savings plan and a non-cash
extraordinary charge, was a net loss of $0.02 per diluted share.
The First Call consensus estimate was $0.02 per diluted share.

               Graphite Power Systems Division

In the Graphite Power Systems (GPS) Division, graphite electrode
sales volume in the 2002 first quarter was 38.5 thousand metric
tons, approximately 9 percent lower than in the 2001 fourth
quarter. The decline was primarily due to seasonal factors,
continued weakness in demand through January and February due to
economic conditions and limited availability of finished
graphite electrode inventories to meet increased demand in
March. Our graphite electrode order book has strengthened
significantly since the middle of the 2002 first quarter,
reflecting improving conditions in the steel industry, and is
now 85 percent full for the remainder of 2002. We expect to
deliver an increase of approximately 17 percent to 20 percent in
graphite electrode sales volume during the 2002 second quarter
over the 2002 first quarter and to have graphite electrode
capacity utilization rates at or greater than 95 percent for the
remainder of 2002 and into 2003.

The average sales revenue per metric ton of graphite electrodes
was $2,083 in the 2002 first quarter, 7 percent lower than in
the 2001 fourth quarter. Of the 7 percent, changes in currency
exchange rates accounted for approximately 3 percent.

We exceeded our expectations for cost reductions. Average
graphite electrode production cost per metric ton in the 2002
first quarter was $1,638, approximately 7 percent lower than in
the 2001 first quarter and slightly lower than in the 2001
fourth quarter despite low operating levels and low sales
volumes. Low operating levels were due to both reductions in
production in response to weakness in economic conditions that
continued into the middle of the 2002 first quarter as well as
reductions in production associated with the mothballing of our
Italian graphite electrode plant as part of our cost savings
plan.

We completed the mothballing of our Italian graphite electrode
plant during the 2002 first quarter, more than two months ahead
of schedule. We believe that the accelerated mothballing as well
as other actions will allow us to accelerate achievement of our
cost savings targets under our cost savings plan. We also
undertook extensive furnace maintenance, which resulted in
extended production down time, at our Brazilian graphite
electrode plant in preparation for higher operating levels
during the remainder of 2002 and into 2003. We estimate that
these activities resulted in higher than anticipated graphite
electrode production costs of approximately $2 million. We
expect to achieve an average graphite electrode production cost
per metric ton of $1,550 for 2002 and $1,400 by the end of 2003.

Cathode sales remained strong, and our cathode order book is
virtually full for the remainder of 2002 and into 2003.

            Advanced Energy Technology Division

In the Advanced Energy Technology (AET) Division, revenues in
the 2002 first quarter were lower than expected due to weakness
in the industrial end markets served, particularly the
semiconductor and automotive markets. We believe the core
businesses in this Division bottomed during the 2002 first
quarter. New product development and commercialization efforts
continue to progress successfully. During the 2002 first
quarter, IBM, Hitachi and Agilent approved and purchased eGrafT
thermal interface products for computer, consumer electronic and
telecommunication applications. We filed 11 new patent
applications during the 2002 first quarter, a 25 percent
increase over the 2001 filing rate.

               Other Expenses and Charges

Selling, general and administrative expenses were $18 million in
the 2002 first quarter, a decrease of approximately 14 percent
from the 2001 first quarter and 5 percent from the 2001 fourth
quarter.

We expect to report other income, net, of approximately $2
million for the 2002 first quarter, primarily due to a currency
exchange gain on euro denominated debt. This other income, net,
essentially offsets the estimated $2 million of higher graphite
electrode costs during the 2002 first quarter. Adjusted EBITDA
for the 2002 first quarter was approximately $20 million.

Interest expense was $13 million during the 2002 first quarter,
a decrease of $6 million from the 2001 first quarter due to
lower interest rates and lower average debt outstanding.

We will record an extraordinary charge in the 2002 first quarter
related to the write-off of capitalized fees associated with the
term loans under our senior secured bank credit facilities that
were repaid with the proceeds of our successful offering of $400
million of Senior Notes in February 2002.

                Net Debt and Working Capital

Net debt (total debt less cash, cash equivalents and short term
investments) increased during the 2002 first quarter as expected
and as previously announced. At March 31, 2002, net debt was
$663 million (total debt was $696 million, including $70 million
under our revolving credit facility and $212 million of term
loans) as net cash from operations declined primarily due to
lower sales and increased working capital requirements,
primarily accounts payable. The use of cash to settle payables
in the 2002 first quarter increased primarily due to seasonal
payable patterns and higher obligations related to preparations
at facilities globally to accommodate the mothballing of our
Italian graphite electrode plant. In addition, in the 2002 first
quarter, we incurred $13 million of cash costs associated with
our successful offering of Senior Notes. These costs were
capitalized and will be amortized over the term of the Senior
Notes.

                         Other Matters

We have obtained consent from holders of the outstanding Senior
Notes to waive a provision under the related Indenture to permit
an offering of additional Senior Notes under that Indenture. We
believe that market conditions may offer the opportunity to
issue additional Senior Notes at attractive rates, enabling us
to further strengthen our balance sheet by replacing bank debt
with longer term debt and providing us additional flexibility to
implement our business plans and strategies to grow sales and
increase cash flow. We believe that satisfactory progress is
being made on the planned asset sales, which are part of our
2002 new major cost savings plan, and that successful completion
of those asset sales would also strengthen our balance sheet. We
maintain our aggressive net debt goal of $500 million by the end
of 2004 and have a nearer term target of $600 million by the end
of 2003 or earlier, pending planned asset sales.

In addition, as previously announced, we are implementing
interest rate management initiatives to seek to minimize our
interest expense and optimize our portfolio of fixed and
variable interest rate obligations. In connection with those
initiatives, we recently entered into a ten year interest rate
swap for a notional amount of $200 million to effectively
convert that amount of fixed rate debt to variable rate debt. We
are targeting interest expense of $60 million for 2002,
essentially the same as 2001.

We have received approval from lenders under our senior secured
bank credit facilities to proceed with an offering of additional
Senior Notes. The approval is contingent upon successful
completion of an offering of $100 million of additional Senior
Notes. Upon completion of the offering, the financial covenants
under our senior secured bank credit facilities will be changed
to better reflect our new debt capital structure, including a
more flexible leverage ratio based on net senior secured debt as
well as an adjusted interest coverage ratio. We expect that 50
percent of the net proceeds from the offering would be applied
to repay term loans under our senior secured bank credit
facilities and the balance would be applied to reduce the
outstanding balance under our revolving credit facility. The
maximum amount available under our revolving credit facility
will be reduced from euro 250 million to euro 200 million,
approximately the amount to be repaid with the proceeds from the
issuance of additional Senior Notes.

We have filed a Registration Statement on Form S-4 relating to a
customary exchange offer in connection with the Senior Notes
issued in February 2002.

The additional Senior Notes have not been and will not be
registered under the Securities and Exchange Act of 1933, as
amended, and may not be offered or sold in the United States
absent such registration or an applicable exemption from the
registration requirements of the Securities Act.

UCAR International Inc. is one of the world's largest
manufacturers and providers of high quality natural and
synthetic graphite and carbon based products and services,
offering energy solutions to industry-leading customers
worldwide engaged in the manufacture of steel, aluminum, silicon
metal, automotive products and electronics.

At December 31, 2002, UCAR International had a total
shareholders' equity deficit of $332 million.


VALLEY MEDIA: Exclusive Plan Filing Period Runs through July 18
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the request of Valley Media Inc. to extend its exclusive time
period to file a plan of reorganization through July 18, 2002.  
The Court also gives the Debtor until September 16, 2002 the
exclusive right to solicit acceptances of that plan.

Valley Media is a wholesale distributor of music and video
products, including CDs, videocassettes, video games, and DVDs.
Its customers include more than 6,600 bricks-and-mortar
retailers.  The company's Distribution North America (DNA) unit
handles recordings by independent labels. Valley Media
distributes to online retailers through 50%-owned amplified.com;
it merged its online distribution operations with the digital
media service provider in 2000. The Company filed for Chapter 11
bankruptcy protection on November 20, 2001. Christopher Martin
Winter, Esq. and Donna Culler, Esq. at Morris Nichols Arsht &
Tunnel represent the Debtor in its restructuring efforts.


WILLIAMS COMMS: Taps Jones Day as General Restructuring Counsel
---------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
seek Court authority to retain and employ Jones Day Reavis &
Pogue as their general restructuring counsel and to perform any
and all related legal services that are necessary or appropriate
in the Chapter 11 cases.

According to Scott E. Schubert, the Debtors Chief Financial and
Corporate Services Officer, Jones Day is particularly well
suited for the type of complex representation that will be
required in the Chapter 11 cases, wherein the Debtors anticipate
restructuring more than $6,000,000,000 of pre-petition
indebtedness. Jones Day is one of the largest law firms in the
United States, with a national and international practice, and
has experience in virtually all aspects of the law that may
arise in the Chapter 11 cases. In particular, Jones Day has
substantial bankruptcy and restructuring, corporate, employee
benefits, finance, intellectual property, labor and employment,
litigation, real estate, securities, and tax expertise.

Mr. Schubert submits that Jones Day's Business Restructuring and
Reorganization Practice Area consists of more than 50 attorneys
practicing nationwide. Jones Day's attorneys have played
significant roles in many of the largest and most complex cases
under the Bankruptcy Code.

Representative Chapter 11 cases include those for: Allegheny
Health Education and Research Foundation; AMFAC Hawaii; Borden
Chemicals and Plastics Operating Limited Partnership; Burlington
Industries, Inc.; Cardinal Industries Inc.; The Drexel Burnham
Lambert Group Inc.; Edison Brothers, Inc.; The Elder-Beerman
Stores Corp.; Everything's A Dollar, Inc.; Fairfield Communities
Inc.; Federated Department Stores, Inc. and Allied Stores
Corporation; Fretter Inc.; Fruehauf Trailer Corporation; Gantos,
Inc.; Globalstar L.P.; Great American Communications Company;
GWI, Inc. and Specialty Foods Corporation; Herman's Sporting
Goods, Inc.; HomePlace Stores, Inc.; H.Q. Global Holdings, Inc.;
The Imperial Home Decor Group, Inc.; Kaiser Aluminum
Corporation; K-Mart Corp.; Laidlaw, Inc.; Loewen Group
International Inc.; LTV Steel Company, Inc.; MobileMedia
Communications Inc.; Montgomery Ward & Co. Incorporated;
Morrison Knudsen Corporation; NationsRent Inc.; Olympia & York
Developments Limited; Phar-Mor, Inc.; Physicians Clinical
Laboratory Inc.; Pillowtex Inc.; Purina Mills, Inc.; Resorts
International Inc.; R.H. Macy & Co., Inc.; Trans World Airlines
Inc.; USG Corporation; Washington Group International Inc.; and
Woodward & Lothrop, Inc.

Since the late 1980s, Mr. Schubert tells the Court that Jones
Day has represented the Company and its predecessor entities in
various litigation matters and, consequently, has a firm
understanding of the Debtors' business infrastructure. In
addition, during the months preceding the Petition Date, Jones
Day assisted the Debtors with their restructuring and
reorganization activities, including their preparations to
commence, and negotiations leading up to, these Chapter 11
cases. Through these pre-petition activities, Jones Day's
professionals have worked closely with the Debtors' management
and other professionals and have become even further acquainted
with the Debtors' corporate history, debt structure, business,
and related matters. Accordingly, Jones Day has developed
relevant and valuable experience, expertise, and institutional
knowledge regarding the Debtors' business and financial affairs,
which will assist Jones Day in providing effective and efficient
services in these Chapter 11 cases.

Specifically, the Debtors propose that Jones Day be employed to:

A. advise the Debtors of their rights, powers, and duties as
   debtors and debtors in possession that are continuing to
   operate and manage their respective businesses and properties
   under Chapter 11 of the Bankruptcy Code;

B. prepare on behalf of the Debtors all necessary and
   appropriate applications, motions, draft orders, other
   pleadings, notices, schedules, and other documents and review
   all financial and other reports to be filed in these Chapter
   11 cases;

C. advise the Debtors concerning, and prepare responses to,
   applications, motions, other pleadings, notices, and other
   papers that may be filed and served;

D. advise the Debtors with respect to, and assist in the
   negotiation and documentation of, financing agreements and
   related transactions;

E. review the nature and validity of any liens asserted against
   the Debtors' property and advise the Debtors concerning the
   enforceability of such liens;

F. with limited exceptions, advise the Debtors regarding their
   ability to initiate actions to collect and recover property
   for the benefit of their estates;

G. counsel the Debtors in connection with the formulation,
   negotiation, and promulgation of a Chapter 11 plan of
   reorganization and related documents;

H. advise and assist the Debtors in connection with any
   potential property dispositions;

I. advise the Debtors concerning executory contract and un-
   Expired lease assumptions, assignments, and rejections and
   lease restructurings and re-characterizations;

J. with limited exceptions, assist the Debtors in reviewing,
   estimating, and resolving claims asserted against the
   Debtors' estates;

K. with limited exceptions, commence and conduct litigation
   necessary or appropriate to assert rights held by the
   Debtors, protect assets of the Debtors' Chapter 11 estates or
   otherwise further the goal of completing the Debtors'
   successful reorganization;

L. provide corporate, litigation, and other general non-
   bankruptcy services for the Debtors to the extent requested
   by the Debtors; and

M. perform all other necessary or appropriate legal services in
   connection with these Chapter 11 cases for or on behalf of
   the Debtors.

Erica M. Ryland, Esq., a member of the firm of Jones Day Reavis
& Pogue, assures the Court that the firm represents no interest
adverse to the Debtors or their respective estates and that the
firm is a "disinterested person," as defined in Section 101(14)
of the Bankruptcy Code. Jones Day, however, currently represents
parties-in-interests in matters unrelated to these cases
including:

A. Indenture Trustee: Bank of New York, and Wilmington Trust
   Corporation;

B. Senior Secured Lender: ABN Amro Bank N.V., Bank of America
   N.A., Bank of Montreal, Bank of New York, Bank of Oklahoma
   N.A., Bank One N.A., Citicorp USA Inc., Contrarian Capital
   Management LLC, Credit Suisse First Boston, Deutsche Bank AG,
   First Union National Bank, Fleet Bank, N.A., Franklin Mutual
   Advisors, Inc., HSBC Bank PLC, London, IBM Credit
   Corporation, Industrial Bank of Japan, and JP Morgan Chase
   Bank;

C. Unsecured Creditors/Bondholders: Aegon USA Investment
   Management Inc., Alliance Capital Management, American
   Airlines/AMR Investments, Bank of America N.A., Bank of
   America Securities LLC, Bank of New York, Bankers Trust
   Company, BCE Nexxia, Bellsouth Corporation, Blue Cross Blue
   Shield MI, BNY Hamilton Investments, Cable & Wireless PLC,
   Capital Guardian Trust Company, Ciena Corporation, Cincinnati
   Financial Corporation, Citadel Group, Citigroup Investments,
   Comsat Corporation, Conseco Capital Management, Contrarian
   Capital Management LLC, Corning Cable Systems, Davis, Polk &
   Wardwell, Dell Computer, Deutsche Bank Securities, Inc.,
   Deutsche Bank Global Client Services, Federal Express,
   Fibernet, Fiduciary Trust Company International, First Union
   National Bank, GE Capital Corporation, GE Financial
   Assurance, General Motors Asset Management, Goldman Sachs
   Asset Management, Guardian Life Insurance, Hartford
   Investment Management Company, Hewitt Associates LLC, HSBC
   Bank PLC, London, iBeam Broadcasting Corporation, Invesco,
   John Hancock Financial Services, Inc., LaSalle Bank N.A.,
   LeasePlan USA, Level 3 Communications, Inc., Loews
   Corporation, Loomis Sayles & Company L.P., Lucent
   Technologies, Inc., Loral Skynet, Metropolitan Life Insurance
   Co., MFS Telecom, Inc., Motorola, Inc., Nationwide Mutual
   Fire Insurance Co., NBC, Nextel Communications, Inc., Nordea
   Bank Danmark, Nortel Networks, Inc., Oppenheimer, OSP
   Consultants, Inc., Pacific Gas & Electric Co., Panamsat
   International Systems, Inc., Pimco, PPM America, Prudential,
   Putnam Invesments, Inc., R2 Investments/Q Investments, RBC
   Leveraged Capital, San Diego Employee Retirement System, Sony
   Electronics, Inc., SBC Communications, Inc., Sprint, Strong
   Capital Management, Inc., Sun America AIG, Sun Microsystems
   Computer Corporation, TCW Group, Teleglobe, Telstra, The Bear
   Stearns & Companies, Inc., Time Warner, Inc., UBS Warburg,
   Union Pacific Railroad Co., US Trust Company of New York,
   USAA Investment Management, Vanguard, Verizon, Wellington
   Management Company LLP, Western Asset Management Company,
   Wheeling Pittsburgh Steel Corp., Winstar Communications,
   Inc., Worldcom Technologies, Inc., XO Communications, and
   Zurich Scudder Investments;

D. Litigation Parties/Claimants: AEP, Baker Hughes Inc., Cendant
   Mortgage Corporation, Central Bank, Charles Seth Smith, CITGO
   Products Pipeline Company, Columbus Southern Power Company,
   Duke Energy Corporation, Enron Corporation, First American
   Title Insurance Co., Great American Insurance Company,
   Insurance Company of the State of Pennsylvania, Level 3
   Communications, Inc., M. H. Lightnet, Inc., New York State
   Thruway Authority, Nextira LLC, Nortel Networks, Inc.,
   Northwest Pipeline Co., Paul W. Miller, Platinum Equity, LLC,
   Qmedia Group, Robert L. Watt, III, Sprint, and U.S. Bank
   Trust National Association;

E. Significant Lessors: Aetna Life Insurance,First Union
   National Bank, KPRC TV Houston, OneOK Leasing Company,
   Teachers Retirement System of the State of Illinois, Transok
   LLC, And Travelers Insurance Co.;

F. Strategic Partner: Bank of Tokyo-Mitsubishi Inc., Enron
   Corporation, Infonet Broadband Services Corporation, Intel
   Corporation, SBC Communications, Inc., and Telia (Sweden);

G. Significant Stockholder: Bear Stearns Securities Corp.,
   Capital Research and Management Company, Citadel Investments
   Partners, Donaldson, Lufkin & Jenrette Securities Corp.,
   Fidelity Investments, and Wells Fargo & Company;

H. Significant Customer: Bellsouth Corporation, National
   Basketball Association, Time Warner, Inc., Tycom Networks,
   Inc., and Verizon;

I. Professionals: Blackstone Group L.P., Ernst & Young Corporate
   Finance, Evercore Partners, Golin/Harris International, Inc.,
   Houlihan, Lokey, Howard & Zukin, and The Staubach Company.

Ms. Ryland discloses that, in the year period preceding the
Petition Date, Jones Day received payments from the Debtors
totaling $6,613,738.33.  This payment was with respect to
services rendered to the Company related to the restructuring
and Chapter 11 planning, as well as other commercial matters.
Jones Day estimates that it has earned fees and incurred
reimbursable expenses for services in the aggregate amount of
$5,720,718.65. Accordingly, as of the Petition Date, Jones Day
advised the Debtors that it holds $893,019.68 in its attorney
trust account as security for the payment of both accrued but as
yet unbilled pre-petition fees and expenses, as well as fees and
expenses that may be incurred by the Debtors after the Petition
Date.

The Debtors propose to pay Jones Day its customary hourly rates
for services rendered that are in effect from time to time and
to reimburse Jones Day according to its customary reimbursement
polices. The attorneys who will be principally involved in this
engagement are:

          Name           Location     Position     Billing Rate
--------------------   ----------   ----------   --------------
Corrine Ball           New York     Partner       $675/hour
Christopher M. Kelly   Cleveland    Partner        520/hour
Erica M. Ryland        New York     Partner        500/hour
Candace A. Ridgway     Washington   Partner        445/hour
Mark B. Knowles        Dallas       Partner        435/hour
Marilyn W. Sonnie      New York     Associate      400/hour
Richard H. Engman      New York     Associate      365/hour
Brett P. Barragate     Cleveland    Associate      265/hour
Fedra F. Fateh         New York     Associate      260/hour
Christopher D. Olive   Dallas       Associate      240/hour

                         *  *  *

Judge Bernstein grants the application on an interim basis.  The
application is subject to a final hearing on May 30, 2002 if
any objections are filed by May 20, 2002.  If no objections are
presented, Judge Bernstein's interim order becomes a final
order. (Williams Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ZWHC LLC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: ZWHC LLC
        13000 Jameson Road
        P.O. Box 1910
        Tehachapi, California 93561

Bankruptcy Case No.: 02-12105

Type of Business: The Debtor, an affiliate of Enron Corp., is         
                  owner of a 20MW wind power project located in
                  Tehachapi, California.

Chapter 11 Petition Date: May 1, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                  and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $4,546,903

Total Debts: $70,953

Debtor's Largest Unsecured Creditor:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Southern California Edison  Electricity Services        $6,861


ZIFF DAVIS: 60% of 12% Bondholders Agree to Restructuring Terms
---------------------------------------------------------------
Ziff Davis Media Inc. announced bondholders representing
approximately 60% of its $250 million of 12% Senior Subordinated
Notes due 2010 have agreed in principle to participate in a
comprehensive financial restructuring under which the Company
would reduce its debt by approximately $155 million and its cash
debt service requirements over the next several years by
approximately $30 million annually. In connection with such
agreements, the controlling stockholder of the Company's parent
has agreed in principle to make an equity cash infusion of $80
million. The proposed restructuring requires, among other
things, an amendment to the Company's bank credit agreement. To
that end, the Company has also commenced negotiations with its
existing bank lenders on the required amendment.

The proposed financial restructuring would be implemented
through the following:

Holders of Ziff Davis Media's Senior Notes would be offered an
aggregate of $30 million in cash, $95 million in new Payment-in-
Kind (PIK) Senior Subordinated Notes issued by Ziff Davis Media
Inc. as well as both shares of a new preferred stock and
warrants for the purchase of common stock of Ziff Davis Holdings
Inc., the parent company of Ziff Davis Media Inc., in exchange
for their existing notes (the "Exchange Offer").

Willis Stein & Partners III, L.P. and other existing
stockholders of Ziff Davis Holdings, Inc. would contribute $80
million in cash in exchange for new preferred stock and warrants
for the purchase of common stock in Ziff Davis Holdings Inc.

Ziff Davis Media's existing bank credit agreement would remain
in place with certain anticipated modifications to be
negotiated.

The obligations of all parties to participate in the financial
restructuring are subject to a number of conditions, including
an amendment to the senior bank credit agreement, acceptances of
the Exchange Offer by bondholders for at least 95% of the
existing Senior Notes and finalization of documentation. In
connection with the Exchange Offer, the Company also intends to
solicit consents for a pre-packaged plan of reorganization
which, if used, would result in the Company's business
operations continuing uninterrupted and with customers, trade
creditors and employees being unaffected.

Robert F. Callahan, Chairman and CEO of Ziff Davis Media, said,
"When the new management team joined the Company six months ago,
we focused on two missions: improving our core assets in
technology and game publishing and restructuring our balance
sheet. These agreements with our equity sponsor and bondholders
represent a major step forward in our efforts to complete a
financial and operational restructuring."

"[Wednes]day's announcement marks a significant move towards
positioning Ziff Davis Media for long-term growth," continued
Callahan. "The strength of our offer and the amount of our
bondholders already signed on to our plan should lead to a quick
and successful Exchange Offer being consummated out-of-court.
However, we also recognize that a prepackaged plan of
reorganization may offer certain efficiencies. Either way, we
are confident that we will have the means to complete our
financial restructuring in a timely and orderly manner so that
we will continue to serve our customers, employees and
investors," concluded Callahan.

The Company said that following the negotiation of a
comprehensive amendment to its bank credit agreement, it expects
to begin to formally solicit bondholders in the next several
weeks to tender their Senior Notes in the proposed Exchange
Offer.


ZOND PACIFIC LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Zond Pacific, LLC
        13000 Jameson Road
        P.O. Box 1910
        Tehachapi, California 93581
        aka Zond Pacific, Inc.

Bankruptcy Case No.: 02-12106

Type of Business: Zond Pacific, an affiliate of Enron Corp.,  
                  was formed to develop wind power projects in
                  Hawaii.

Chapter 11 Petition Date: May 1, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                  and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: ($522,986)

Total Debts: $0


ZONES INC: Falls Below Nasdaq Continued Listing Standards
---------------------------------------------------------
Zones, Inc. (Nasdaq:ZONS), a single-source direct reseller of
name-brand information technology products, today announced that
Nasdaq has notified the Company that it is not in compliance
with Nasdaq's minimum bid price per share ($1.00) requirements
for continued listing on the Nasdaq National Market.

The Company has until May 15, 2002, to regain compliance with
these standards. Under NNM rules, Zones may demonstrate
compliance by maintaining a $1.00 minimum closing bid price per
share for a minimum of 10 consecutive trading days by that date.
If the Company is unable to demonstrate compliance by that date,
the Company may appeal a determination that it be delisted from
the NNM, or may decide to file an application to be transferred
to the Nasdaq SmallCap Market. If such an application were filed
and accepted, the Company would have another 90 days, or until
approximately August 13, 2002, to comply with the minimum bid
price requirement.

In other news, the Company also announced that its Chairman and
Chief Executive Officer, Firoz H. Lalji, has filed a Schedule
13D announcing that he has purchased an additional 900,000
shares of the Company's common stock in a private transaction,
bringing his total beneficial ownership to 5,051,450 shares of
the Company's common stock. Mr. Lalji also indicated in his
Schedule 13D that he intends, subject to market conditions,
applicable insider trading restrictions and other factors, to
purchase additional shares of Zones common stock in the open
market and in private transactions at such times and prices as
he considers attractive (while reserving the right to dispose of
shares from time to time).

Zones, Inc. is a single-source direct reseller of name-brand
information technology products to the fast growing small to
medium sized business market. Zones sells these products and
services through outbound and inbound account executives,
specialty print and e-catalogs, and the Internet. Zones offers
more than 150,000 products from leading manufacturers including
Apple, Compaq, Hewlett-Packard, IBM, Microsoft and Toshiba.
Incorporated in 1988, Zones, Inc., is headquartered in Renton,
Washington. Company and buying information is available at
http://www.zones.comor by calling 800/258-2088.


BOOK REVIEW: Bankruptcy Crimes
------------------------------
Author:  Stephanie Wickouski
Publisher:  Beard Books
Softcover:  395 Pages
List Price:  $124.95
Review by Gail Owens Hoelscher
Order your personal copy today at
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt

Did you know that you could be executed for non-payment of debt
in England in the 1700s?  Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604?  While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
crimes to a U.S. attorney. The decision to prosecute is based on
the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.

Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.

Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries.  She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code. She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the Washington, D.C. firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.  Her practice is
concentrated in business bankruptcy, insolvency, and commercial
litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.

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

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

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

This material is copyrighted and any commercial use, resale or
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