TCR_Public/020130.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, January 30, 2002, Vol. 6, No. 121     

                          Headlines

ACT MANUFACTURING: Nasdaq Delists Shares Effective January 28
AEI RESOURCES: May File for Chapter 11 with Prepackaged Plan
ANC RENTAL: Committee Hires PricewaterhouseCoopers as Advisor
AKAMAI TECHNOLOGIES: S&P Junks Ratings on Weakening Performance
AMES DEPARTMENT: Court Okays Proposed Reclamation Claim Protocol

ARMSTRONG HOLDINGS: Wants Trafelet to Represent Future Claimants
ASIA GLOBAL CROSSING: Fails to Meet NYSE Listing Standards
ATLANTIC HARDWARE: Files for Chapter 11 Reorganization in NY
BTI TELECOM: Recap. Spurs S&P to Drop Ratings to Default Level
BETHLEHEM STEEL: Court Okays McDonald Investments as Bankers

BIOMED RESEARCH: Daszkal Bolton Issues Going Concern Notice
CALICO COMMERCE: Court Approves Sale of Assets to PeopleSoft
CHART INDUSTRIES: Evaluating Closely Refinancing Alternatives
DLG MORTGAGE: Fitch Affirms 1995-CF2 Series Ratings
ELDERTRUST: Posts Improved Results in Fourth Quarter of 2001

ENERGY VISIONS: Working Capital Deficit Jumps to $310K in 2001
ENRON CORPORATION: Committee Taps Milbank Tweed as Lead Counsel
ENRON CORPORATION: Appoints Stephen Cooper to Lead Restructuring
ENRON LIQUID FUELS: 20 Largest Unsecured Creditors
EXODUS: Inks Pact to Allow Silicon Bank to Liquidate Collateral

FEDERAL-MOGUL: Court Extends Removal Period through April 1
GENESIS HEALTH: Wants Time to File Claim Objections Extended
HANGER ORTHOPEDIC: S&P Affirms Ratings with Positive Outlook
HAYES LEMMERZ: Gets Final Approval of $200MM DIP Financing Pact
HEXCEL CORP: Senior Credit Facility Amendment Takes Effect

HOULIHAN'S RESTAURANTS: Thinks Schedules Can Be Ready by Feb. 22
ICG COMMS: Seeks Approval of Solicitation & Balloting Procedures
IT GROUP: Seeking Court Approval of Intercompany Transactions
INNOVEDA: Annual Revenue Run Rate Tops $80MM After Restructuring
INTEGRATED HEALTH: Panel Hires Bernstein as Litigation Counsel

KMART CORP: Dresdner Kleinwort's Success Fee Caps at $17.5MM
KMART CORPORATION: Receives Court Approval of First-Day Orders
LTV CORP: Exclusive Plan Filing Period Extended to June 7
LA QUINTA: Fitch Affirms Senior Unsecured Notes' Rating at BB-
LEINER HEALTH: Names Robert Reynolds as Chief Financial Officer

LODGENET ENTERTAINMENT: S&P Affirms Low-B Ratings
LODGIAN INC: Chapter 11 Filing Affects LB Commercial's Ratings
MARINER POST-ACUTE: Selling Shores Health to Mark Travel Corp.
MUSEUMCOMPANY.COM: Case Summary & Largest Unsecured Creditors
NATIONSRENT: Court Okays Jones Day as Lead Bankruptcy Counsel

NORTHSTAR SECURITIES: Commences SIPA Liquidation Proceedings
OPTICARE HEALTH: Completes Capital Restructuring with Palisade
ORBITAL SCIENCES: S&P Downgrades Ratings with Negative Outlook
ORIUS CORP: Lenders Continue to Forbear through Feb. 28
PANTRY INC: S&P Places Ratings on Watch Negative Over Weak Q1

PHARMACEUTICAL FORMULATIONS: Makes Payment on 8% Debentures
RESORT AT SUMMERLIN: Court Extends Exclusive Period to March 15
SERVICE MERCHANDISE: Rule 9027 Removal Time Extended to Sept. 30
SILICON GRAPHICS: Donald Smith & Co. Discloses 5% Equity Stake
STYLECLICK INC: Fails to Comply with Nasdaq Listing Requirements

TECH LABORATORIES: Defaults on Outstanding 6.5% Conv. Notes
UCAR INT'L: Gets Senior Bank Lenders' Nod for Debt Refinancing
UNITED AIR: Mechanics' Union Accepts Proposed Settlement Pact
VIRTUAL GROWTH: Administaff Acquires Accounting Software Assets
WARNACO: Wins Nod to Assume & Assign GJM Contracts to Luen Thai

WARNACO: Appoints John Kourakos as President of Sportswear Group
ZILOG INC: Transfers to New Headquarters in San Jose, California

* TeleGeography Says Global Crossing's Bankruptcy Will Not Doom
  Bandwidth Industry

* Meetings, Conferences and Seminars

                          *********

ACT MANUFACTURING: Nasdaq Delists Shares Effective January 28
-------------------------------------------------------------
ACT Manufacturing, Inc., announced that its common stock was
delisted from The Nasdaq Stock Market effective with the open of
business Monday morning.  The Company intends to seek to have
one or more market makers quote its common stock on the OTC
Bulletin Board.

ACT Manufacturing, Inc., headquartered in Hudson, Massachusetts,
provides value-added electronics manufacturing services to
original equipment manufacturers in the networking and
telecommunications, computer and industrial and medical
equipment markets.  The Company provides OEMs with complex
printed circuit board assembly primarily utilizing advanced
surface mount technology, electro-mechanical subassembly, total
system assembly and integration, mechanical and molded cable and
harness assembly and other value- added services.  The Company
has operations in California, Georgia, Massachusetts,
Mississippi, France, England, Ireland, Mexico, Singapore, Taiwan
and Thailand.

On December 21, 2001, the Company filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
U.S. Bankruptcy Court in Worcester, Massachusetts.  The Company
continues to operate its business and manage its affairs as a
debtor-in-possession.  ACT is represented by Richard Mikels,
Esq., and the commercial law group from Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and a team from Zolfo Cooper.


AEI RESOURCES: May File for Chapter 11 with Prepackaged Plan
------------------------------------------------------------
AEI Resources Holding, Inc., and its subsidiaries, a major U.S.
coal producer in Central Appalachia, the Illinois Basin and the
Rocky Mountains, said that it has begun seeking approval from
its senior lenders and noteholders for a restructuring of the
Company's funded debt.  If the necessary approvals are received,
AEI and its subsidiaries intend to complete the restructuring
through a pre-packaged reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

AEI also announced that it has received a commitment for up to
$150 million in debtor-in-possession (DIP) financing to augment
cash flow and fund operations during the Chapter 11 process,
plus up to $250 million in exit financing available after it
emerges from its reorganization proceedings.  The closing of the
DIP financing is contingent upon Bankruptcy Court approval,
among other things.  Both the DIP and exit financing are from a
lender group led by Bankers Trust Company and Deutsche Bank.

"This is a positive step in our efforts to create a more
appropriate capital structure, to continue to strengthen AEI and
to make the Company more competitive," said Chairman and Chief
Executive Officer Don Brown.  "We have been meeting with
informal committees of our lenders and noteholders, and we are
encouraged by their support."

He added, "After considering a number of alternatives, we
concluded that a consensual pre-packaged reorganization under
Chapter 11 offers the best way to restructure our finances while
continuing our operations with minimal or no interruption.  With
a new capital structure, we will be better able to fund the
operating and capital expenditures necessary for continued
growth.  This will help ensure the long-term viability of AEI."

Mr. Brown said that neither customers nor employees should
notice any difference in the Company's operations during the
solicitation and Chapter 11 process.

"These proceedings are not expected to have any impact on daily
operations," he said.  "Our mines and offices will remain open,
and transactions will proceed as always.  Our customers should
see no interruption in the supply of coal.  Suppliers should be
paid in the normal course for all goods and services, both pre-
petition and going forward.  Employees can expect to be paid as
they always have."

In addition to heavy debt, Mr. Brown said that the Company had
been harmed by severe financial difficulties at its principal
bonding firm, Frontier Insurance Co., which caused a number of
states to refuse to accept reclamation bonds issued by Frontier.  
While AEI is making arrangements to replace these bonds and
remain in compliance with all state regulations, the Company
incurred significant costs as a result, including being required
to post large amounts of cash as collateral and to pay
significantly higher premiums.  A substantial portion of the DIP
financing is expected to be used to resolve bonding issues.

The Company said it anticipates that all existing trade claims
will be paid in full.  The vast majority of the Company's
contracts will be assumed, and any claims under rejected
contracts will be unimpaired.

"We believe the plan is in the best interests of all our
creditors," said Mr. Brown, adding that a substantial percentage
of AEI's senior lenders and noteholders already have indicated
their support of the plan of reorganization.  In addition, the
Company's owner has indicated his support of the plan.

The timing and success of the restructuring process depends upon
many factors, such as timely receipt of requisite votes of
creditors approving the plan of reorganization and approval of
the DIP financing and confirmation of the plan by the Bankruptcy
Court.  Because the main terms of the reorganization are
expected to have been agreed upon before filing under Chapter
11, AEI is optimistic that it will successfully conclude the
process and emerge quickly as a stronger, more viable Company.

AEI is the fourth-largest steam coal producer in the United
States as measured by revenues and the second-largest steam coal
producer in the Central Appalachian coal region as measured by
production.  AEI primarily mines and markets steam coal from
mines in Kentucky, West Virginia, Tennessee, Indiana, Illinois
and Colorado.  Its 29 surface mines and 15 deep mines are
operated in three regions -- Central Appalachia, the Illinois
Basin and the Rocky Mountains.


ANC RENTAL: Committee Hires PricewaterhouseCoopers as Advisor
-------------------------------------------------------------
The Statutory Committee of Unsecured Creditors of ANC Rental
Corporation, and its debtor-affiliates asks permission from the
Court to retain PricewaterhouseCoopers LLP as its general
advisor for finance and accounting matters, nunc pro tunc to
December 4, 2001.

Duncan M. Robertson, serving as Chairman of the Statutory
Committee of Unsecured Creditors, relates that PwC was chosen
during the Committee's first official meeting and selected
because its experience and knowledge on the financial issues
arising out of reorganizations under Chapter 11 cases. The
Committee is also familiar with the professional standing and
reputation of PwC, an accounting and financial services firm
with offices in numerous locations around the world.

PricewaterhouseCoopers, meanwhile, will render these services to
the Committee:

1. Review of the Debtors' required financial disclosures,
     including the Debtors' Statement of Assets and
     Liabilities, Statement of Financial affairs and monthly
     operating reports;

2. Analysis of DIP financing and cash collateral use including
     but not limited to preparation for hearings regarding the
     use of cash collateral and DIP financing;

3. Review of the Debtors' short term cash management
     procedures, review of the Debtors' proposed key employee
     retention and other critical employee benefit programs;

4. Advice with respect to the Debtors' identification of core
     business assets and disposition of assets or liquidation
     of unprofitable operations;

5. Cost/Benefit analysis of the Debtors' executory contracts and
     leases, pursuant to the Debtors' assumption or rejection
     of such contracts;

6. Valuation of the Debtors' present level of operations and
     identification of areas of potential cost savings,
     including overhead and operating expense reduction and
     efficiency improvements;

7. Review of financial information distributed by the Debtors to
     creditors and other including, for example, analysis of
     proposed transactions for which Court or Committee
     approval is sought;

8. Meetings and discussions with the Debtors, potential
     investors, banks and other secured lenders in these
     Chapter 11 cases as well as other parties-in-interest and
     their respective professional advisors;

9. Review and preparation of information and analysis
     necessary for the confirmation of a reorganization plant;

10. Litigation advisory services with respect to accounting and
     tax matters along with expert witness testimony on
     case-related issues that may be required by the
     committee and such other general assistance, including
     business consulting, as the committee or its counsel
     may deem necessary and that are not duplicative of
     services provided by other professionals in this
     proceeding;

11. Other service with respect to the forensic investigations.

In any event that a dispute arises between the Committee and
PricewaterhouseCoopers, Mr. Robertson tells the court that both
parties have agreed to resolve such tiffs through these
procedures:

A. Any controversy or claim with respect to, in connection with,
      arising out of or in anyway related to the service
      provided by PricewaterhouseCoopers to the Committee,
      including matters involving a successor-in-interest,
      shall be brought in the Bankruptcy Court or Delaware
      District Court if it withdraws the reference.

B. Unless the court does not retain jurisdiction over such
      claims or controversies, PricewaterhouseCoopers and the
      Committee consent to the jurisdiction and venue of such
      court as the sole and exclusive form for resolutions of
      such claims, causes of actions and lawsuits.

C. PricewaterhouseCoopers and the Committee waive trial by jury
      with such decision being informed and freely made.

D. If the Bankruptcy Court or the District Court does not retain
      jurisdiction over the claims and controversies,
      PricewaterhouseCoopers and the Committee will submit first
      to non-binding mediation and if the mediation is not
      successful, then to binding arbitration and judgment on
      any arbitration award maybe entered in any court having
      proper jurisdiction.

E. PricewaterhouseCoopers and the Committee will not to raise or
      assert any defense based upon jurisdiction, venue or
      abstention or otherwise to the jurisdiction and venue of
      Bankruptcy Court or district court to hear or determine
      any controversy or claim.

Dennis O'Connor, a partner at the firm of PricewaterhouseCoopers
LLP, relates that PwC will be compensated for its services in
accordance with the regular hourly rates of its professionals
involved in these cases plus reimbursement of actual necessary
expenses incurred. The prevailing hourly rates for PwC's
professionals are:

                 Partners               $500-$595
                 Directors              $450-$495
                 Manager                $350-$425
                 Senior Associates      $275-$325
                 Associates             $175-$250
                 Paraprofessionals      $85-$150

Mr. O'Connor informs the Court that the Firm rendered services
to these parties-in-interests in matters unrelated to these
cases:

A. Major Shareholders: Wayne Huizenga, Fidelity, and Capital
     Group;

B. Lenders: Bank Austria Creditanstalt, Bank of Montreal, Bank
     of New York, Bank of Nova Scotia, Bank of Tokyo Mitsubishi,
     Bank of Brussels Lambert, BNP Paribas, Capital Bank, Chase
     Manhattan, Credit Industrial et Commercial, Citibank,
     Congress Financial, Credit Agricole, Credit Suisse First
     Boston, First Union, Fleet Bank, General Motors, Heller
     Financial, Lehman Bros., Lombard, MBIA, Natwest, Nesbitt
     Burns, Provident, Rabobank, RZB Finance LLC, Summit, and
     Textron;

C. Professionals: Arthur Andersen LLP, Ernst & Young, Blank Rome
     Comisky & McCauley LLP, Piper Marbury Rudnick & Wolfe LLP,
     Paul Hastings Janofsky & Walker LLP, and Fried Frank Harris
     Shriver & Jacobson;

D. Unsecured Creditors: General Motors Corp., Perot Systems,
     Walt Disney World Co., West LB, ABC, AutoNation, Sabre
     Group Inc., Delta Airlines, Worldspan, Japs Olson Co.,
     Hewlett Packard, GATX Capital, EDS, Southwest Airlines,
     IBM, Northwest, Corestates Financial, Bank One, Allied Auto
     Group, Amerada Hess, American Arbitration Association,
     American Express, American Trans Air, Aquent Partners, AT&T
     Wireless, AT&T, ATG Inc., BMC Software Inc.,
     Bridgestone/Firestone, Chrysler Financial Corp., Citgo
     Petroleum Corp., Travelocity.Com, Accenture, Primenet
     Marketing Services, Corporate Express, Decision One Corp.,
     DG & Assoc., Dupont Flooring Systems, Ecolab, Federal
     Express, GMAC, Goodyear Tire & Rubber, Guardsmark, Lucent,
     TRG, and Yahoo;

Mr. O'Connor assures the Court that none them accounted for more
than 2% of the firm's revenues for the prior fiscal year, and
only J.P. Morgan Chase & Co. and Lucent Technologies accounted
for more than 1% of the firm's revenue during the prior fiscal
year. In addition, none of these relationships are materially
adverse to the Debtors nor connected to what the firm will do
for the Committee. (ANC Rental Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AKAMAI TECHNOLOGIES: S&P Junks Ratings on Weakening Performance
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Akamai
Technologies Inc. to triple-'C'-plus from single-'B'-minus and
its subordinated debt rating to triple-'C'-minus from triple-
'C'. The outlook is negative.

The rating action is based on management's announcement that
Akamai is unlikely to achieve EBITDA break-even by mid-2002, and
weak operating performance and lagging sales growth.

The ratings on the company reflect an unproven business model in
the competitive and emerging market for Internet-based content-
delivery services, ongoing financial losses, and highly
leveraged financial profile. Cambridge, Massachusetts-based
Akamai provides delivery services for Internet content,
streaming media and applications, and Internet traffic-
management services. Akamai's strategy is to offer content
delivery and other services from the edge of the network through
caching of content, to enhance the speed and experience of
Internet users, improve performance, and reduce network expenses
for its customers.

Still, the market for such services is new and emerging and
subject to rapid technological change. Akamai, which began
commercial operation in April 1999, has a limited operating
history and modest sales of $163.2 million in 2001.
Deteriorating business prospects for Akamai's Internet-based
customers, which comprise a considerable portion of the
company's customer base, add a measure of uncertainty to future
operating performance. In addition, lagging information
technology expenditures by customers is likely to lead to sales
deterioration in the near term and compound management's
operational challenges.

Operating losses are considerable; EBITDA losses in 2001 were
about $94 million. The financial profile is highly leveraged,
with $300 million in debt and further expected losses in 2002.
Although about $210.5 million in cash, cash equivalents, and
short-term and long-term marketable securities (as of December.
31, 2001) should fund expected operating losses to the end of
2002, continuing operating losses and a deteriorating financial
profile are increasing near-term concerns.

                   Outlook: Negative

Failure to reduce operating losses in 2002 will lead to lower
ratings.


AMERICAN SKIING: Falls Short of NYSE Continued Listing Criteria
---------------------------------------------------------------
American Skiing Company (NYSE: SKI) said that it has been
advised by the New York Stock Exchange that the Company has
fallen below the NYSE's continued listing criteria.

The Company has failed to meet the NYSE's listing standard
requiring a total market capitalization of not less than $50
million, over a 30 day trading period, and stockholders' equity
of not less than $50 million.  The Company was also advised that
it was below the NYSE's continued listing requirement for
minimum share price which requires an average closing price of
not less than $1.00 over a 30 consecutive trading-day period.

Under NYSE rules, the NYSE may grant a period of up to 18
months, from the date of notification of non-compliance, during
which the Company must come into conformity with the market
capitalization and stockholders' equity requirement.  The NYSE
may also grant a period of up to 6 months, from the date of
notification of non-compliance, during which the Company must
come into conformity with the minimum share price requirement.

The Company has formally requested that the 18 month period be
granted and has begun discussions with the NYSE regarding its
business plan to achieve and maintain compliance with the market
capitalization and stockholders' equity standard as well as the
minimum share price requirement.  If the plan is accepted by the
NYSE, the Company will be subject to quarterly monitoring by the
NYSE along with ongoing share price review.  In addition, the
Company will make the key elements of the plan public as
appropriate.  The Company is committed to maintaining its
listing status and has strongly communicated this to the NYSE.  
There can be no assurance that the NYSE will decide to allow the
Company to remain listed or that the Company's actions will
prevent the delisting of its common stock.

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


AMES DEPARTMENT: Court Okays Proposed Reclamation Claim Protocol
----------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates sought
and obtained an Order from the Court establishing procedures for
processing and resolving reclamation claims asserted by vendors.

According to Albert Togut, Esq., at Togut Segal & Segal LLP in
New York, given the high volume of inventory received daily by
the Debtors, the Debtors have already received many reclamation
notices.  Moreover, despite the expiration of the time within
which vendors may timely assert reclamation demands for goods
received by the Debtors prior to the Commencement Date,
additional vendors continue to seek to assert reclamation
claims, even though those claims are untimely.  The goods
subject to the reclamation demands are essential to the Debtors,
and the Debtors' businesses will be severely disrupted if
vendors are allowed to exercise their right to reclaim goods
without a uniform procedure that is fair to all parties.

Because of the size and complexity of the Debtors' businesses
generally, and in particular the volume of inventory receipts
and sales, Mr. Togut says that it is not feasible for the
Debtors to return inventory shipments to vendors in response to
all of the reclamation notices that the Debtors have received
and may receive.  Furthermore, absent the establishment of an
orderly reclamation process, the Debtors' business operations
might suffer and management's attention would be diverted from
other important operational issues in order to deal with
reclamation claimants.

The Court-approved protocol to deal with reclamation claims
provides that:

A. All vendors which have or seek to assert Reclamation Claims
     must, within 60 days from the date of an Order approving
     this proposed procedure, provide to the Debtors all of the
     vendors' documents in support of their respective
     Reclamation Claims including, without imitation, copies of
     all invoices, shipping receipts, bills of ladings, and
     delivery receipts pertaining to the goods subject to their
     Reclamation Claims;

B. Absent further Order of the Court, the Debtors will file a
     Motion within 60 days after the Submission Date, or within
     such other time the Court may prescribe, on notice to
     appropriate parties in interest, including the parties
     which have asserted Reclamation Claims, wherein the Debtors
     will report which Reclamation Claims they deem to be valid
     or invalid and the amounts of the valid and/or invalid
     Reclamation Claims pursuant to the Granting Order;

C. If the Debtors fail to timely bring the Reclamation Motion,
     any holder of an alleged Reclamation Claim may bring a
     motion on its own behalf but may not bring such a motion or
     an adversary proceeding seeking similar relief sooner than
     the date within which the Debtors must bring the
     Reclamation Motion;

D. All parties in interest will have an opportunity to object to
     the inclusion or omission of any asserted Reclamation Claim
     or the amount(s) thereof as set forth by the Debtors in the
     Reclamation Motion;

E. All persons asserting or seeking to assert Reclamation Claims
     which fail to timely submit the Reclamation Documents on or
     before the Submission Date or who otherwise fail to timely
     comply with the Procedures shall be barred from asserting
     or obtaining an allowed Reclamation Claim but will not be
     precluded from asserting a general unsecured claim in these
     cases; and

F. All Reclamation Claims allowed by the Court pursuant to the
     Reclamation Motion will be afforded administrative priority
     expense status to be paid, the earlier of:

       a. April 30, 2002;
       b. the effective date of a confirmed plan; or
       c. as otherwise agreed upon by the parties.

The Court orders that any vendor asserting a claim for
reclamation be required to demonstrate that it has satisfied all
of the requirements entitling it to a right of reclamation under
applicable state law and section 546(c)(1) of the Bankruptcy
Code. Where appropriate and possible, Mr. Togut assures the
Court that the Debtors will communicate with the vendors on an
informal basis to obtain documents or information to try to
reach a resolution of all legal issues relating to reclamations.
In the event that no settlement is reached, such communication
will not constitute a waiver of any of the Debtors' rights under
the Procedure. Parties that have not timely made a reclamation
demand may not cure such defect by complying with the Procedure.

The Court also authorizes the Debtors, in their sole and
absolute discretion, subject to the provisions of the GE Capital
Credit Agreement and the Final DIP Order, to make available
goods for pick-up by a reclaiming seller who timely demands in
writing reclamation of goods whose goods the Debtors have
accepted for delivery, and who properly identifies the goods to
be reclaimed.

Mr. Togut relates that two vendors have already commenced
adversary proceedings to preserve their reclamation rights;
additional adversary proceedings by reclaiming vendors may be
commenced.  These adversary proceedings will, in light of the
Procedures sought hereby, unnecessarily disrupt the Debtors'
business and divert resources and time to what may well prove to
be unnecessary litigation. Consequently, the Debtors request
that these Procedures supersede the Adversary Proceedings and
any that may be commenced, unless they are commenced pursuant to
the Procedures.

Mr. Togut contends that the Procedures will ensure the continued
use of goods that the Debtors need for their ongoing business,
while still preserving value for the vendors. The proposed
Procedure will also provide certainty for the Debtors and
vendors by establishing clear guidelines for the resolution of
the Reclamation Claims. Moreover, this process will enable the
Debtors to have a clearer understanding of the entire body of
asserted Reclamation Claims, and vendors will be better able to
assess the status of their claims and their ongoing
relationships with the Debtors. Mr. Togut adds that the
Procedure will also foster a less adversarial and less expensive
process than litigation for all parties. (AMES Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: Wants Trafelet to Represent Future Claimants
----------------------------------------------------------------
Armstrong World Industries, Inc., asks Judge Newsome to appoint
Dean M. Trafelet as the legal representative for future
claimants -- these being individuals who may have been exposed
to asbestos or asbestos-containing products but who, prior to
confirmation of a plan or plans of reorganization for the
Debtors, have not manifested symptoms of asbestos-related
diseases resulting from such exposure -- in these cases, nunc
pro tunc to December 17, 2001.

The high costs of settling and defending asbestos personal
injury claims are the major reason for AWI's decision to seek
the protection of the bankruptcy laws.  As of the Petition Date,
asbestos-related lawsuits involving more than 173,000
prepetition claimants were pending against AWI, the majority of
which allege bodily injuries purportedly resulting from exposure
to asbestos or asbestos-containing products allegedly
manufactured, installed or sold by AWI or AWI's former
subsidiaries, Armstrong Contracting and Supply Corporation,
later known as A.C.& S., and National Cork Company.

AWI advises Judge Newsome it believes that it will be subject to
additional asbestos-related personal injury claims from
individuals who may have been exposed to asbestos or asbestos-
containing products but who, prior to confirmation of a plan or
plans of reorganization for the Debtors, have not manifested
symptoms of asbestos-related diseases resulting from such
exposure. Each of these Future Claimants represents either a
"claim" under the Bankruptcy Code or a "demand" within the
meaning of the Bankruptcy Code.

                     A Voice for Future Claimants
              Is Necessary for a Sec. 524(g) Injunction

AWI's principal reason for seeking relief under chapter 11 is to
enable AWI to utilize the chapter 11 process to comprehensively
address all present and future asbestos-related personal injury
claims asserted against it in one forum, determine the real
extent of AWI's liability with respect thereto and address such
claims and all other claims against AWI in a fair and equitable
manner.  AWI presently anticipates that any plan of
reorganization that it may propose will seek injunctive relief
pursuant to the Bankruptcy Code.  Accordingly, the appointment
of a legal representative to protect the interests of the Future
Claimants pursuant to section 524(g)(4)(b)(i) is necessary and
appropriate.

Since the commencement of these cases, one of AWI's key
objectives has been to formulate a plan of reorganization
acceptable to the principal constituencies in AWI's chapter 11
case. AWI presently anticipates that a key element of a plan of
reorganization that is supported by, among others, the Asbestos
PI Committee will be a channeling injunction pursuant to which
all current and future asbestos-related claims and demands
against AWI will be channeled to a trust established to
equitably distribute available assets to holders of all such
allowed claims and demands.  A channeling injunction is
permitted by section 524(g) of the Bankruptcy Code and may be
issued if a number of specific conditions are met, including the
appointment of a legal representative for the purpose of
protecting the rights of persons that might subsequently assert
demands against the Debtors.

Specifically, Congress and the Courts have recognized the need,
in chapter 11 cases involving asbestos claims, to protect and
represent the interests of persons who may have claims and/or
demands against a debtor arising in the future. Accordingly,
bankruptcy courts should appoint a legal representative for
Future Claimants in cases where a channeling injunction is
sought, or the rights of claimants such as the Future Claimants
may be affected. In fact, well before the enactment of section
524(g), the United States Court of Appeals for the Third Circuit
explicitly held that the interests of future plaintiffs should
be represented in bankruptcy reorganization proceedings. The
appointment of a Future Representative will assure that all  
parties in interest, including Future Claimants, will have a
fair opportunity to participate in the reorganization process.

Shortly after the commencement of these cases, AWI began
discussions with the Creditors' Committee and the Asbestos PI
Committee, and their respective legal and financial advisors, to
consider the appointment of a Future Representative. In the
course of such discussions, the Creditors' Committee, the
Asbestos PI Committee, AWI, and their respective advisors have
evaluated and/or interviewed several potential candidates to
serve as a Future Representative. Following careful
consideration of the potential candidates for Future
Representative, the Debtors have determined, in their sound
business judgment, that Dean M. Trafelet is well qualified to
represent the interests of the Future Claimants and, therefore,
should be appointed as the Future Representative for the Future
Claimants. Both the Creditors' Committee and the Asbestos PI
Committee fully support the instant Application for the
retention and appointment of Mr. Trafelet.

                     Mr. Trafelet's Background

AWI submits that Mr. Trafelet is well qualified to serve as the
Future Representative. Mr. Trafelet served as a trial judge in
the Circuit Court of Cook County, Illinois from 1984 to 1998
during which time, and by special assignment, he presided over
all asbestos-related product liability and property damage
cases. During this period of time he was responsible for the
supervision of the entire asbestos docket and personally
disposed of more than 35,000 asbestos product liability cases by
verdict and/or settlement.

Mr. Trafelet has more than 25 years' experience in handling
asbestos-related claims and issues, as well as other mass tort,
product liability and environmental matters.  As one of the
early creators of the Asbestos Pleural Registry, which became a
model for jurisdictions throughout the country, Mr. Trafelet has
lectured nationally on its benefits and effects. From 1989 to
1990, Mr. Trafelet served as a special Federal Mediator to
assist the Honorable Barry S. Schermer, United States Bankruptcy
Judge for the Eastern District of Missouri, in the disposition
of thousands of asbestos related Jones Act claims arising from
asbestos exposure of seamen throughout the world while on board
U.S. flagged ships.

In addition, since 1988 Mr. Trafelet has served as a Trustee for
the Amatex Asbestos Settlement Trust which was established under
the Amatex plan of reorganization to process and compensate
asbestos claims of exposed workers throughout the United States.
He has been a member of the National Center for State Court Mass
Tort Litigation Committee and is listed in five categories in
the National Judicial College's A Directory of Judges: Managing
Mass Torts. In addition to supervising and managing the asbestos
docket from 1984 to 1998, his judicial responsibilities included
the supervision and management of In Re: Salmonella Litigation,
which involved the largest worldwide outbreak of salmonella
poisoning.

Presently, Mr. Trafelet serves as an arbitrator and mediator and
is a Trustee of the American Home Products Diet Drug (Fen-Phen)
Settlement Trust and the Amatex Asbestos Settlement Trust.

AWI believes that Mr. Trafelet's many years of practical
experience and involvement in the resolution of substantial
numbers of asbestos-related personal injury claims make him well
qualified to fully comprehend the issues relevant to these
chapter 11 cases and to competently and effectively represent
the interests of the Future Claimants. Further, Mr. Trafelet's
knowledge of judicial procedure and the bankruptcy and claims
process will be a significant benefit to the Future Claimants.

Accordingly, AW1 respectfully requests that the Court appoint
Mr. Trafelet to serve as the Future Representative to represent
the interests of the Future Claimants.

AWI requests that the appointment of Mr. Trafelet be made on
terms and conditions as:

      (a) Standing. The future Representative shall have
standing under section 1109(b) of the Bankruptcy Code to be
heard as a party in interest in all matters relating to the
Debtors' chapter 11 cases, and shall have such powers and duties
of a committee as set forth in section 1103 of the Bankruptcy
Code as are appropriate for a Future Representative.

       (b) Engagement of Professionals. The Future
Representative may employ attorneys, and other professionals,
consistent with the Bankruptcy Code, subject to prior approval
of the Bankruptcy Court and pursuant to the Administrative
Order, Pursuant to Sections 105(a) and 331 of the Bankruptcy
Code, Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Professionals entered by this Court
on January 5, 2001.

       (c) Compensation. Compensation, including professional
fees and reimbursement of expenses, shall be payable to the
Future Representative and his professionals from AWI's estates,
subject to approval of the Bankruptcy Court, and in accordance
with the terms, conditions, and procedures set forth in the
Administrative Compensation Order or such other orders as may be
entered by the Bankruptcy Court with respect to the compensation
of professionals in these cases. The Debtors and Mr. Trafelet
have agreed that Mr. Trafelet shall be compensated at the rate
of $550 per hour.

       (d) Liability/indemnity of Future Representative, The
Future Representative shall not be liable for any damages, or
have any obligations other than as prescribed by orders of this
Court; provided, however, that the Future Representative may be
liable for damages caused by his willful misconduct or gross
negligence. The Future Representative shall not be liable to any
person as a result of any action or omission taken or made by
the Future Representative in good faith. AWI shall indemnify,
defend and  hold the Future Representative harmless from any
claims by any party against the Future Representative arising
out of or relating to the performance of his duties as Future
Representative, provided, however, that the Future
Representative shall not have such indemnification rights if a
court of competent jurisdiction determines pursuant to a final
and non-appealable order that the Future Representative is
liable upon such claim as a result of willful misconduct or
gross negligence.

If, before the earlier of (i) the entry of an order confirming a
chapter 11 plan in AWI's chapter 11 case (that order having
become a final order and no longer subject to appeal), and (ii)
the entry of an order closing AWI's chapter 11 case, the Future
Representative believes that he is entitled to payment of any
amounts by AW1 on account of AWI's indemnification, contribution
and/or reimbursement obligations under this Order, including,
without limitation, the advancement of defense costs, the Future
Representative must file an application therefor in this Court,
and AWI may not pay any such amounts to the Future
Representative before the entry of an order by this Court
approving the payment. The preceding sentence is intended to
specify the period of time under which this Court shall have the
jurisdiction over any request for fees and expenses by the
Future Representative for indemnification, contribution or
reimbursement and is not a limitation on the duration of AWI's
obligation to indemnify the Future Representative.

In the event that a cause of action is asserted against the
Future Representative arising out of or relating to the
performance of his duties as Future Representative, the Future
Representative shall have the right to choose his own counsel.

       (e) Right to Receive Notices. The Future Representative
and his counsel shall be entitled to receive all notices and
pleadings that are served upon the Committees and their
respective counsel pursuant to any and all orders entered in
these chapter 11 cases, including, without limitation, (i) the
Administrative Compensation Order, and (ii) any and all orders
authorizing the Debtors to obtain postpetition financing AWI
further requests that such appointment be made effective nunc
pro tunc to December 17, 2001. On that date, Mr. Trafelet was
advised that AWI, the Creditors' Committee, and the Asbestos PI
Committee had reached agreement on the selection of Mr. Trafelet
as the Future Representative. Mr. Trafelet has expended a
substantial amount of time and effort since that date
familiarizing himself with the background of AWI's chapter 11
case and with his responsibilities as the Future Claimants'
Representative.

In support of this Application, Mr. Trafelet avers that he does
not believe that serving as the Future Representative presents
any conflict of interest. (Armstrong Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ASIA GLOBAL CROSSING: Fails to Meet NYSE Listing Standards
----------------------------------------------------------
Asia Global Crossing (NYSE: AX) issued the following statement
in response to Global Crossing's announcement that it had signed
a letter of intent with Hutchison Whampoa Limited and Singapore
Technologies Telemedia Pte. Ltd., for $750 million cash
investment for a joint majority stake in Global Crossing and
that it and certain of its affiliates had commenced Chapter 11
cases:

     "Asia Global Crossing is not a party to the letter of
intent, and it is not one of the Global Crossing affiliates that
has joined Global Crossing in commencing Chapter 11 cases.  Asia
Global Crossing and Global Crossing are closely linked through
ownership, strategy and operations.  While they are not the same
company, Global Crossing owns 58.8 percent of the equity in Asia
Global Crossing.  However, Asia Global Crossing is a separate
corporation, with separate stockholders, creditors, employees,
network assets and operations.

     "Asia Global Crossing does not expect the Global Crossing
voluntary reorganization to have any immediate effect on Asia
Global Crossing's internal operations or customer service, as
Global Crossing has said that it will continue to conduct its
business in the ordinary course while it reorganizes under
Chapter 11.

     "In response to the previously announced decision by Global
Crossing not to fund the requested $400 million draw on the
subordinated credit facilities that were established at the time
of Asia Global Crossing's initial public offering, the Asia
Global Crossing Board of Directors has established a special
committee to consider financing and restructuring alternatives
for Asia Global Crossing.  The special committee, whose members
hold no positions with Global Crossing, has engaged Lazard
Freres & Co. LLC to assist it with these efforts.  Under Asia
Global Crossing's bye-laws, financing transactions involving the
issuance of stock, decisions concerning material transactions
between Asia Global Crossing and Global Crossing or any decision
to file for bankruptcy, require approval of the Asia Global
Crossing Board of Directors and, in addition, approval of the
directors designated by Microsoft and Softbank, each of which
owns 14.7 percent of Asia Global Crossing's stock."

Separately, Asia Global Crossing announced that the New York
Stock Exchange has formally notified the company that it is not
in compliance with exchange listing standards, which require
maintenance of a minimum share price of $1 over a 30-day trading
day period.  In order to maintain its listing, the company must
demonstrate compliance within six months from the date of
notification, subject to certain conditions.

Asia Global Crossing (NYSE: AX), a public company whose largest
shareholders include Global Crossing (NYSE: GX), Softbank
(Tokyo Stock Exchange: 9984), and Microsoft (Nasdaq: MSFT),
provides the Asia Pacific region with a full range of integrated
telecommunications and IP services.  Through a combination of
undersea cables, terrestrial networks, city fiber rings and
complex web hosting data centers, Asia Global Crossing is
building one of the first truly pan-Asian networks, which will
provide seamless connectivity among the region's major business
centers.  In addition, in combination with the worldwide Global
Crossing Network, Asia Global Crossing provides access to more
than 200 cities worldwide.  As part of its strategy to provide
city-to-city services, Asia Global Crossing partners with
leading companies in each country it connects to provide
backhaul networks.

DebtTraders reports that Asia Global Crossing's 13.375% bonds
due 2010 (AGX1) are trading between 34.5 and 38.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGX1for  
real-time bond pricing.


ATLANTIC HARDWARE: Files for Chapter 11 Reorganization in NY
------------------------------------------------------------
Colonial Commercial Corp., (Nasdaq: "CCOM") said that its wholly
owned subsidiary, Atlantic Hardware and Supply Corporation has
filed a voluntary petition with the U.S. Bankruptcy Court for
the Eastern District of New York to reorganize under Chapter 11
of the U.S. Bankruptcy Code.

Atlantic has obtained a debtor-in-possession credit facility
with its pre-petition lender. Neither Colonial, nor its other
operations, are part of the Chapter 11 filing.

Atlantic, founded in 1946, distributes door hardware, doors and
doorframes, primarily to building contractors and commercial
developers. Atlantic has offices in Long Island City, New York,
Illinois and Pennsylvania. It provides over 5,000 types of door
locks, door closers, hinges and other types of door-related
hardware, plus wood and hollow metal doors and frames for new
building construction, building renovations, interior tenant
build-outs and building maintenance. Atlantic's products are not
sold into wholesale or retail markets. Its customers are
primarily building contractors, construction managers, building
owners and developers of commercial properties.

In the second half of 2001, Atlantic suffered a sales decrease
in good part because of the World Trade Center disaster on
September 11, 2001. Shipments to many of Atlantic's New York
City projects were suspended or delayed and other work has
slowed in the winter months.

In the year 2000, Atlantic disposed of its wholly owned
subsidiary, a manufacturer of hollow metal doors and frames,
which sustained nearly $7 million in losses and restricted
Atlantic's cash flow.

As part of the reorganization, Atlantic intends to continue
normal day-to-day operations serving its customers. Atlantic has
a contract backlog of approximately $11.5 million in new
business and intends to pursue new contracts, which will be
available for the reconstruction of lower Manhattan, school
reconstruction programs in the state of New Jersey and tenant
work, etc. Atlantic is reducing its overhead to generate cash
flow.

Colonial Commercial Corp, through its ownership of Atlantic and
Universal Supply Group, distributes a broad line of contract and
architectural door hardware, doors and frames, and climate
control products and systems to customers located in the Eastern
United States. Colonial's products are installed in commercial,
residential, and institutional structures, including office
buildings, hospitals, prisons, schools, government facilities,
homes and high-rise apartment buildings.

Colonial is headquartered in Levittown, New York. Its common
stock is traded on Nasdaq under the symbol "CCOM", while its
convertible preferred shares trade on Nasdaq under the symbol
"CCOMP" (Note: Each share of the Company's convertible preferred
stock is convertible into one share of the Company's common
stock. Preferred stockholders will be entitled to a dividend,
based upon a formula, when and if any dividends are declared on
the Company's common stock).


BTI TELECOM: Recap. Spurs S&P to Drop Ratings to Default Level
--------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on BTI
Telecom Corp. to 'SD' from double-'C' and lowered its senior
unsecured debt rating to 'D' from single-'C'. In addition, the
double-'C' rating on the company's senior secured bank loan
facility was withdrawn. All ratings were removed from
CreditWatch, where they had been placed Aug. 14, 2001.

The rating action follows the completion of the company's
recapitalization plan. As part of the recapitalization, Welsh,
Carson, Anderson & Stowe (WCAS) repurchased substantially all of
BTI's outstanding public notes at less than par and then
contributed them to the company in exchange for preferred stock.

There has been no event of default as defined under the terms of
the indentures of the affected bonds. Standard & Poor's,
however, defines default to include debt exchanges where the
total value of the securities received is materially less than
the originally contracted amount.


BETHLEHEM STEEL: Court Okays McDonald Investments as Bankers
------------------------------------------------------------
Judge Lifland authorizes the Committee in the Chapter 11 cases
of Bethlehem Steel Corporation and its debtor-affiliates, to
retain McDonald Investments Inc. as its investment banker and
restructuring advisor, nunc pro tunc to November 1, 2001, with
these modified compensation provisions:

  (a) For each of the months of November 2001, December 2001,
      and January 2002, McDonald shall be paid a fee in the
      amount of $150,000 per month.  For each month after that,
      McDonald shall be paid a fee in the amount of $100,000 per
      month, payable by the Debtors upon the conclusion of each
      such month, subject to the terms for additional
      compensation set forth in subparagraphs (b), (c) and (d);

  (b) McDonald shall be entitled to receive 1%) of any cash,
      securities, entitlements, or other property paid or
      accorded to each class of general unsecured claims:

         (1) under a confirmed plan of reorganization or
             liquidation in these cases that has accepted (or is
             deemed to have accepted) its treatment under such
             Plan, or

         (2) pursuant to any order entered in these cases
             independent of a Plan (such 1% to be deducted from
             the cash, securities, entitlements, or other
             property that would otherwise be paid or accorded
             to each such class);

  (c) For any or all portions of months in which a sale or other
      disposition of significant assets of the Debtors or a Plan
      has been proposed (either informally or in a filing with
      the Bankruptcy Court), and with respect to which McDonald
      gives substantial attention and provides advice and
      assistance to the Committee, McDonald's Monthly Fee shall
      be $150,000 per month (the beginning and the end of any
      such period(s) shall be communicated in writing by counsel
      for the Committee to counsel for the Debtors); and

  (d) McDonald shall also be reimbursed by the Debtors on a
      monthly basis for its travel and other reasonable out-of-
      pocket expenses (after presentation of statements to the
      Debtors for such expenses) incurred in connection with the
      performance of its services on behalf of the Committee.

Subject to the Court's determination of any timely objection to
the Application, Judge Lifland approves the indemnification
provisions in the Engagement Letter, subject to:

  (a) all requests of McDonald or any other entity for payment
      of indemnity, contribution or otherwise pursuant to the
      indemnification provisions of the Engagement Letter shall
      be made by means of an application (interim or final, as
      the case may be) and shall be subject to review by the
      Court to ensure that such payment conforms to the terms of
      the Engagement Letter and is reasonable based upon the
      circumstances of the litigation or settlement in respect
      of which indemnity is requested; provided, however, that
      in no event shall McDonald or such entity be indemnified
      or receive contribution if it is determined that it acted
      in bad-faith, engaged in self-dealing, or breached its
      fiduciary duty, if any, or committed gross negligence, or
      willful misconduct; and

  (b) in no event shall McDonald or any other entity be
      indemnified or receive contribution or other payment under
      the indemnification provisions of the Engagement Letter if
      the Debtors, the estates, or the Committee, assert a claim
      for, and the Court determines by final order that such
      claim arose out of, McDonald's or such entity's own bad
      faith, self-dealing, breach of fiduciary duty, if any,
      gross negligence, or willful misconduct; and

  (c) in the event McDonald or any other entity seeks
      reimbursement for attorneys' fees from the Debtors
      pursuant to the Engagement Letter, the invoices and
      supporting time records for such attorneys shall be
      included in McDonald's or such entity's own applications
      (both interim and final), and such invoices and time
      records shall be subject to the United States Trustee's
      guidelines for compensation and reimbursement of expenses
      and the approval of the Bankruptcy Court, under the
      standards of sections 330 and 331 of the Bankruptcy Code
      without regard to whether such attorneys have been
      retained under section 327 of the Bankruptcy Code; and

  (d) to the extent this order is inconsistent with the
      Engagement Letter, the terms of this order shall govern.

Creditors still have the opportunity to object to the
indemnification provisions.  If timely objections are received,
the Court will conduct a hearing held on February 5, 2002 at
10:00 a.m. to consider such objections.  Objections must be
filed with the Court, One Bowling Green, New York, New York
10004-1408, by no later than January 29, 2002, at 4:00 p.m. and
served on:

    (1) The Office of the United States Trustee
        300 Whitehall Street, 21st Floor
        New York, New York 10004
        Attention: Carolyn Schwartz, Esq.

        and

    (2) Kramer Levin Naftalis & Frankel, LLP
        Attorneys for the Committee
        919 Third Avenue, New York, New York 10022
        Attention: Thomas Moers Mayer, Esq.

These parties must also receive copies of the objections by
January 29, 2002.

But if no objections are timely filed, served, and received,
Judge Lifland rules that this Order shall be deemed a final
order without further notice or hearing and McDonald's retention
shall be effective nunc pro tunc to November 1, 2001. (Bethlehem
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BIOMED RESEARCH: Daszkal Bolton Issues Going Concern Notice
-----------------------------------------------------------
The external August 24, 2001 Auditor's Report of Daszkal Bolton
Manela Devlin & Co. of Boca Raton, Florida has the following
quote concerning BioMed Research Technologies Inc. ....."the
Company has minimal capital resources presently available to
meet obligations, which can normally be expected to be incurred
by similar companies, and with which to carry out its planned
activities. These factors raise substantial doubt about the
Company's ability to continue as a going concern."

Through August 31, 2001 the Company's net loss was $1,856,976.

Biomed Research Technologies, Inc., through its subsidiary, is
engaged in identifying biomedical technologies currently
available at academic research institutions and developing these
technologies into products which will improve human health and
the quality of life.

The Company initially intends to commercialize the
"Bioavailability Booster," a patented pharmaceutical compound
developed at the University of North Texas Health Science Center
(UNTHSC) and Cardiovascular Research Institute (CRI) located in
Fort Worth, Texas. BioMed is currently a development stage
company without any marketable products at this time.

Through its wholly-owned subsidiary, Sure Medical, Inc., the
Company holds the exclusive worldwide rights to the
Bioavailability Booster. The Bioavailability Booster is an
enantiomer. An enantiomer is a pair of molecules that are
identical in composition except their structures are mirror
images and cannot be superimposed. Enantiomers were first
identified for the ability of some individual enantiomers to
bend light in opposite directions from their mirror image. The
Bioavailability Booster is used to augment performance of
certain other FDA approved pharmaceutical products.

The Bioavailability Booster, as demonstrated in pre-clinical
evaluation, may provide improved therapy for patients suffering
from asthma and other pulmonary diseases, glaucoma, allergies
and the common cold when it is used in conjunction with products
currently used to treat these health problems. BioMed also
believes the Bioavailability Booster may become an important
drug in the treatment of anaphylaxis (an acute allergic
reaction) due to synergistic effects when combined with
epinephrine (currently the drug of choice in treating
anaphylaxis). The Bioavailability Booster permits a significant
reduction in epinephrine dosage and concurrent adverse side
effects without a loss in efficacy. The Bioavailability Booster
protects the body's energy supply at the cellular level and
permits a 2 to 3 times lower dose of epinephrine without
effecting its beneficial activity which is very important for
young people with asthma, elderly people with heart disease, and
people with high blood pressure.

The Company was organized under the laws of Delaware in October
1996 as Medinet Worldwide, Inc. for the purposes of developing a
distribution technology for Digital Rx Prescriptions utilizing
Intranet and delivering the ordered items via over night
services. In October 1997, BioMed attempted to acquire Dunhill
Rx, Inc., a pharmacy software management company. To facilitate
Dunhill Rx's business plan BioMed made an offering pursuant to
Rule 504 in 1998. Due to BioMed's failure to meet certain
representations and warranties made to Dunhill Rx, the
acquisition of Dunhill Rx was rescinded and BioMed never
implemented its initial business plan. The Company is no longer
involved in this line of business.

After being unable to proceed with the prescription business,
the Company thereafter sought to identify another business in
the prescription pharmaceutical area. With a review of many
opportunities, BioMed determined that while the business model
of Sure Medical, Inc. ("Sure") was far more ambitious than
BioMed's initial plan, it was consistent with its initial
interest in the pharmacy business. Through the acquisition of
Sure BioMed holds the rights to the Bioavailability Booster. The
Company's intent is to seek out joint-venture partners or to
license the Bioavailability Booster to pharmaceutical companies
with the capability of both manufacturing and marketing products
worldwide.

Sure was organized under the laws of the State of Nevada on
December 7, 1999. BioMed entered into share exchange agreements
with the shareholders of Sure in April 2001 to acquire all of
the issued and outstanding shares of common stock of Sure.
BioMed issued an aggregate of 4,730,250 shares of its common
stock to the shareholders of Sure in exchange for their wholly-
owned interest in Sure. Shares were exchanged on a one for one
basis and Sure became BioMed's wholly-owned subsidiary. The
Company's fiscal year end is December 31. Principal executive
offices are located in Tampa, Florida, and the Company also
maintains administrative offices in Fort Lauderdale, Florida.
The Web site is http://www.ebrti.com

As of August 31, 2001, the Company had existing cash reserves of
$10,518. While it believes it can satisfy cash requirements for
the next 6 months from existing cash reserves and loans from
shareholders, BioMed needs to identify joint venture or license
third parties to develop and produce the Bioavailability
Booster. Since the patent for the Bioavailability Booster was
not acquired until 2001, a nominal amount of Company net losses
are attributable to product development and the nature of
Company net losses is principally compensation expense.  The
Company is currently focusing  attention towards locating
relationships to complete necessary research and development, as
well as to market, license, manufacture and produce the
Bioavailability Booster.


CALICO COMMERCE: Court Approves Sale of Assets to PeopleSoft
------------------------------------------------------------
Calico Commerce, Inc., announced that on January 25, 2001, the
U.S. Bankruptcy Court approved the sale of its intellectual
property and certain assets to PeopleSoft, Inc., for
approximately $5 million cash. Calico expects the sale to close
on or about February 5, 2002.

At the closing, Calico expects that approximately 40 of its
employees will become employees of PeopleSoft, leaving Calico
with approximately 5 employees to perform the remaining tasks
necessary to conclude its bankruptcy proceedings and other
administrative matters. PeopleSoft will not be assuming any
stock options outstanding under Calico's stock option plans.
Accordingly, since those stock options would otherwise
terminate, Calico expects that many of its outstanding stock
options will be exercised prior to the expected February 5, 2002
closing date, and that some of the underlying shares received
upon such exercise may be sold. Options to purchase 1.8 million
shares of our common stock will be vested and exercisable as of
February 5, 2002, at exercise prices ranging from $0.18 to
$42.75 per share. In addition, Calico will continue to have 3.5
million options outstanding that do not terminate as a result of
the closing of the sale to PeopleSoft.

Calico Commerce, Inc., (OTCBB:CLIC) is a provider of interactive
selling software for organizations selling complex products or
services. With its advanced configuration and recommendation
technology, Calico's products enable corporations to better
understand and serve their customers. Calico customers realize
benefits including improved order accuracy, shortened sales
cycles and improved customer satisfaction. Calico's interactive
selling software has a low total cost of ownership and enables
companies to take products to market quickly, resulting in a
faster and higher return on investment than that realized from
traditional configuration solutions. Calico customers include
leaders in the telecommunications, financial services, retail,
electronic finished goods and medical equipment industries.
Calico Commerce, Inc. can be found online at
http://www.calico.com


CHART INDUSTRIES: Evaluating Closely Refinancing Alternatives
-------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) said that it has delayed the
release of its financial results for the fourth quarter and year
ended December 31, 2001.

The Company released information on sales, orders and backlog
for the fourth quarter of 2001. The Company expects to release
complete financial results for 2001 in late-March 2002, which
will allow it more time to complete negotiations with its
lenders to extend and restructure its credit facilities and to
determine the impact of such negotiations on its 2001 financial
statements.

The Company previously announced that it had entered into an
amendment to its existing credit facilities. The amendment
provides a waiver until March 15, 2002 of any events of non-
compliance with certain required financial covenants under
Chart's credit facilities. It also extended to March 15, 2002
the due date for principal payments under its credit facilities
that would have otherwise been required on December 31, 2001.

The Company is closely evaluating its refinancing options,
including restructuring its credit facilities with its lenders.
It is also continuing to pursue potential sources of additional
capital and is currently engaged in due diligence with potential
investors. Additional capital would be used to reduce the
Company's existing debt level and provide for a longer-term,
stable capital structure.

Arthur S. Holmes, Chairman and Chief Executive Officer,
commented, "Our current status in the negotiations to extend
Chart's credit facilities prevents us from releasing financial
results at this time. In an effort to provide as much relevant
market information to our shareholders as possible, however, we
are releasing fourth-quarter sales, orders, and backlog
information. We anticipate that our refinancing plans will be
definitive by March 15, 2002, when the amendment to our credit
facilities expires."

Sales for the fourth quarter of 2001 were $73.6 million, down 18
percent from $89.8 million for the corresponding quarter of
2000. Orders in the fourth quarter of 2001 totaled $80.3
million, compared with $68.0 million in the third quarter of
2001. Sales for the year ended December 31, 2001 increased to
$328.0 million from $325.7 million for the corresponding period
in 2000.

Commenting on Chart's sales and orders for the fourth quarter
and year ended 2001, Mr. Holmes said, "The events of September
11th had an adverse impact on an already weak demand for the
Company's products in all business segments during this quarter
and helped further depress the U. S. economy. Chart's fourth-
quarter sales were down below previous quarters in all business
segments. Our fourth-quarter orders of $80.3 million, however,
were stronger than expected. Although I am encouraged by the
increased demand for certain product lines in the fourth
quarter, the current softness in the economy probably will
continue to have an unfavorable influence on our business in the
first half of 2002."

Mr. Holmes further commented on Chart's three business segments,
stating, "Our Applied Technologies segment fared the best during
the fourth quarter. Although sales decreased 6 percent from the
2001 third quarter, AT experienced record orders. Considering
the current business climate, this segment demonstrated notable
strength in Chart's NexGen Fueling Division's liquefied natural
gas products, and our medical and biological products."

"After many years of significant in-house development work,
Chart's CoolTel division, within the AT segment, became a
commercial reality in the fourth quarter of 2001. Two prominent
companies that deliver liquid oxygen to home healthcare patients
signed contracts for CoolTel's telemetry services. This is a
very important achievement and validating milestone for Chart.
We anticipate many new contracts in 2002 with service provided
to thousands of new end-user locations by year-end."

"Chart's Distribution & Storage segment experienced lower sales
and gross margins compared to the fourth quarter of 2000 and all
of 2001. D&S order intake in the fourth quarter of 2001 was
similar to the third-quarter level and was down significantly
from the fourth quarter of 2000. This business has been
adversely affected by the current economic recession in the U.
S., and resulted in guarded purchasing by our industrial gas
customers. The poor order bookings in the quarter and the
resulting low backlog will adversely impact the early 2002
performance for this segment."

"We are very encouraged by the welcome surge in orders for our
PS&E businesses in the fourth quarter of 2001, when compared
with the prior quarters in 2001 and the fourth quarter of 2000.
These businesses continue to actively bid many current natural
gas, ethylene and other large hydrocarbon projects worldwide.
The strong fourth-quarter order inflow has provided a more
robust backlog for this business going into 2002. The industrial
gas market continued to experience depressed sales volume and
gross margin, awaiting the recovery of this sector."

Mr. Holmes concluded, "Looking ahead, we are optimistic that our
products and the markets which we serve will show an increase in
demand in the second half of 2002. We are pleased with the
recent increase in orders in our PS&E businesses, and are
cautiously optimistic that this trend will continue into 2002.
We continue to focus our resources on growth markets and
products. Our NexGen and CoolTel divisions are progressing as
planned. The belt-tightening and cost reductions that were
initiated in the fourth quarter should improve our performance
in 2002."

          Fourth-Quarter 2001 Sales, Orders and Backlog

Sales for the fourth quarter of 2001 were $73.6 million versus
$89.8 million for the fourth quarter of 2000, a decrease of
$16.2 million, or 18 percent. AT segment sales declined by 11
percent to $34.0 million in the fourth quarter of 2001, compared
with sales of $38.2 million in the fourth quarter of 2000. This
decline is mainly the result of very low sales of systems and
components to the electronics and telecommunications industries.
D&S segment sales decreased 14 percent, with fourth-quarter 2001
sales of $29.0 million, compared with $33.8 million for the same
quarter in 2000. The decline primarily occurred in the worldwide
packaged gas business. With the uncertainty in both the domestic
and international markets, the Company's major customers have
reduced capital spending on transportable liquid cylinders and
to a lesser extent on standard bulk tanks. PS&E segment sales
were $10.6 million for the fourth quarter of 2001, down from
sales of $17.8 million in the fourth quarter of 2000. The fourth
quarter of 2000 included a high level of heat exchanger sales
for an LNG export project in Trinidad.

Chart's consolidated orders for the fourth quarter of 2001
totaled $80.3 million, compared with orders of $68.0 million for
the third quarter of 2001. Chart's consolidated firm order
backlog at December 31, 2001 was $64.8 million, compared with
$59.1 million at September 30, 2001.

AT orders for the fourth quarter of 2001 totaled $38.4 million,
compared with $32.8 million for the third quarter of 2001. New
orders in this segment were the highest ever with record
quarterly order intake in LNG fuel stations and biomedical
products. These orders more than offset the continued softness
in the electronics industry.

D&S orders for the fourth quarter of 2001 totaled $22.9 million,
compared with $24.9 million for the third quarter of 2001. The
fourth quarter of 2001 saw a reduction in capital spending by
the industrial gas distributors for transportable liquid
cylinders and standard bulk liquid tanks. This reduction appears
to be the result of continued expense control in the slowing
U.S. and world economies.

PS&E orders for the fourth quarter of 2001 totaled $19.0
million, compared with $10.3 million in the third quarter of
2001. Order activity continued to reflect low activity in the
industrial gas market, but an increase in projects awarded in
both the natural gas and ethylene/petrochemical processing
markets. PS&E backlog at December 31, 2001 was $24.4 million,
over a 50 percent increase compared with $16.1 million at
September 30, 2001.

Chart Industries, Inc. manufactures standard and custom-built
industrial process equipment primarily for low-temperature and
cryogenic applications. Headquartered in Cleveland, Ohio, Chart
has domestic operations located in 13 states and international
operations located in China, Czech Republic, England, and
Germany. For more information on Chart Industries, Inc. visit
the Company's Web site at http://www.chart-ind.com


DLG MORTGAGE: Fitch Affirms 1995-CF2 Series Ratings
---------------------------------------------------
DLJ Mortgage Acceptance Corp.'s commercial mortgage pass-through
certificates, series 1995-CF2, $218.2 class A-1B, interest only
class S-1, and $30.5 million class A-2 are affirmed by Fitch at
'AAA'. In addition, the following classes are also affirmed: the
$30.5 million class A-3 at 'AA', the $35.6 million class B-1 and
interest only S-2 at 'BBB+', the $10.2 million B-2 'BBB', the
$33.0 million class B-3 at 'BB', and the $22.9 million class B-4
at 'B'. Class A1-A has paid off and the $18.5 million class C is
not rated by Fitch.

The affirmations follow Fitch's review of the transaction after
Lodgian, Inc., an owner and operator of hotels in the United
States filed for chapter 11 bankruptcy protection in December
2001. Lodgian owns and operates ten hotels in this transaction,
or $36.97 million, approximately 9.3% of the overall deal as of
the January 2002 distribution date. At this time, Fitch does not
expect any losses due to these loans and the remaining pool
continues to improve in performance.

The Lodgian pool is ten crossed-collateralized and cross-
defaulted loans located in across the United States, including
South Carolina, Indiana, New Mexico and Pennsylvania. The loans
transferred to special servicing in December 2001 after the
bankruptcy. They continue to be current and are performing
slightly better than at issuance. Using trailing twelve month
(TTM) cash flows as of Oct. 31, 2001 compiled by the master
servicer, Midland Loan Services for nine of the ten loans, the
weighted average debt service coverage ratio (DSCR) was 1.68
times compared to 1.62x at issuance for the same loans. The
special servicer, Lennar Partners, is in its initial stages of
research regarding these loans, however, due to the crossed
nature of the loans, the continued performance and the five
years of seasoning, Fitch is not expecting losses.

The remaining pool continues to reduce in collateral balance. As
of the January 2002 distribution date, the transaction has paid
down 21.5%, from $508.5 million with 166 loans to $399.4 million
with 144 loans. The deal is geographically diversified with
concentrations in Texas (13%), Florida (12%), and California
(9%). This continued geographic concentration is seen as a
strength, however, Fitch is concerned that 46% of the collateral
is backed by retail properties. In addition, including the
Lodgian hotels, the hotel concentration is 12%.

The overall weighted average DSCR for loans that reported year-
end 2000 information, 94%, was 1.56x compared to 1.35x at
issuance for the same loans. In addition, the top ten loans
performed at a consistent 1.35x at year-end 2000 compared to
1.31x at issuance.

Not including the Lodgian hotels, there are four other loans in
special servicing, comprising approximately 12% of the deal.
They include the largest loan in the transaction, one real
estate owned (REO) loan, and one 30 days delinquent loan. A loss
of $1.9 million was incurred by the trust in November 2001 after
an REO retail loan was sold.

Fitch analyzed the entire pool based on current performance.
Loans of concern, including the Lodgian loans and the other
specially serviced loans were assumed to default with higher
probability and loss severities than expected. This remodeling
of the pool resulted in required subordination levels consistent
with current levels and resulted in the ratings affirmations.
Fitch will continue to monitor the status of the Lodgian loans
closely as well as the rest of the pool, and will re-review the
transaction if necessary.


ELDERTRUST: Posts Improved Results in Fourth Quarter of 2001
------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, reported that
net income for the fourth quarter of 2001 ended December 31,
2001, totaled $0.7 million on revenues of $6.4 million. In
comparison, net income totaled $5.5 million on revenues of $7.1
million for the comparable quarter of 2000.

Funds from operations for the fourth quarter ended December 31,
2001, totaled $3.2 million. In comparison, FFO for the fourth
quarter of 2000, totaled $12.8 million.

Net income for the year ended December 31, 2001 was $0.5 million
on revenues of $25.6 million. For 2000 net loss was $21.3
million on revenues of $26.6 million. FFO for the year ended
December 31, 2001 totaled $10.6 million. For 2000, FFO totaled
$6.6 million.

Net income for the quarter decreased from that reported for the
quarter ended December 31, 2000 due principally to positive
adjustments recorded in 2000 reflecting the Genesis Health
Ventures, Inc. (OTC:GHVE:OB) restructuring transactions that
were completed in January 2001. These positive adjustments
resulted from changes to provisions for credit losses, asset
impairment allowances and legal and general and administrative
expenditures recorded in prior periods. The Company reported net
income for the year ended December 31, 2001, as compared to a
net loss reported for 2000, due to significant losses incurred
in 2000 relating to the Genesis restructuring transactions.

Results of operations for the fourth quarter of 2001 include (i)
interest income on loans receivable that were repaid during the
quarter, net of interest expense incurred on a comparable
balance due on the Company's Bank Credit Facility, (ii) costs
incurred with respect to negotiations relating to the a possible
re-leasing of the Woodbridge facility and, (iii) interest income
received from an equity investee (for which the Company accounts
on the cash basis). These items represent approximately $0.03
per diluted share for the quarter.

Results of operations for 2001 include a net charge of
approximately $0.7 million resulting from the Genesis lease and
loan restructuring transactions and the Bank Credit Facility
extension that took place earlier this year. This charge
reflected amounts incurred for legal and general and
administrative expenditures associated with these transactions,
reduced by January rental income in excess of that in effect
subsequent to the agreements' January 31, 2001 effective date.

For the quarter ended December 31, 2001, the Company had an
average balance of approximately $46.6 million of one-month
LIBOR-based floating rate debt. Of this amount, an average
balance of $30.0 million is assessed interest at one-month LIBOR
plus 3%. The remainder is assessed interest at one-month LIBOR
plus 3.25%. The average one-month LIBOR for the quarter ended
December 31, 2001 was approximately 2.42%. The LIBOR rate
applicable to these loans for January 2002 is 1.88%.

"Looking back on the year we have accomplished a great deal.
Concluding our reorganization transactions with Genesis and
reducing our Bank Credit Facility to $7.2 million were
significant achievements", said D. Lee McCreary, Jr., President
and Chief Executive Officer. "In addition, Genesis' emergence
from bankruptcy and our receiving the loan repayments made for a
very positive fourth quarter. Finally, the continued decline in
LIBOR interest rates has also improved our cash flow and
accelerated the paydown of the outstanding balance under our
Bank Credit Facility."

ElderTrust is a real estate investment trust that invests in
real estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
direct and indirect interests in 32 buildings. The Company has a
working capital deficit of $26.2 million at June 30, 2001,
resulting primarily from the classification of approximately
$25.5 million of long-term debt as current due to the Company's
default on mortgages for failure to meet certain technical
requirements, including property information requirements and
the bankruptcy filing by Genesis. If the Company is unable to
obtain waivers of the failed covenants, the lenders could
exercise their rights to accelerate the related indebtedness or
foreclose on the underlying collateral immediately. Based, in
part, on the Company's favorable payment history, the Company
believes that the lenders will take no action in regard to these
technical defaults.

For more information on ElderTrust visit ElderTrust's Web site
at http://www.eldertrust.com


ENERGY VISIONS: Working Capital Deficit Jumps to $310K in 2001
--------------------------------------------------------------
Energy Visions reports that revenues during the year ended
September 30, 2001 decreased approximately 38% from
approximately $226,000 in 2000 to approximately $141,000 in
2001.  Revenues were almost entirely earned from research and
development and licensing fees from Ilion, which fees commenced
late in 1999.  Pursuant to the terms of the Ilion License
Agreement, such revenues should continue at the minimum rate of  
$100,000 per annum through March 2002.  However, the Ilion
License Agreement is currently under negotiation.

The Company's expenses for the year ended September 30, 2001
increased by approximately 23% to  approximately $3,391,000 as
compared to approximately $2,753,000 for the year ended
September 30, 2000. Interest and financing charges increased
approximately 125% from approximately $699,000 in 2000 to
$1,575,000 in 2001. The increased financing fees and interest
costs relate primarily to additional noncash compensatory
charges of approximately $1,308,000 in fiscal 2001, compared to
$699,000 in fiscal 2000, as a result of additional issuances of
stock warrants to further extend the maturity date of the
Debentures to July 31, 2001.  Such Debentures were repaid out of
the proceeds of the Canadian share offering on August 22, 2001.

At September 30, 2001, the Company had a working capital
deficiency of approximately $310,000 compared to a deficiency of
$204,000 at September 30, 2000.  The 2001 value includes
approximately  $495,000 due by the Company to a company
controlled by D. Wayne Hartford, the President and Chief  
Executive Officer of the Company and to such individual.  This
amount cannot be repaid out of the  proceeds of the August, 2001
public offering pursuant to an agreement with the Canadian
Venture Exchange, for a period of one year from the date of
closing of the public offering.  At December 31, 2001 the
Company has approximately $115,000 in monthly expenses and
$8,000 in revenues.  Accordingly, the Company has insufficient
cash to continue its operations beyond February 28, 2002.  The
Company anticipates continued funding from the President and
Chief Executive Officer of the Company.

The Company is in need of new capital to support its growth and
technology, research and  development costs and to fund expanded
capital facilities.  The Company is currently seeking new
capital through a proposed share offering in Canada, however,
there can be no assurance that this or any other financing will
be successful and if it is not successful, additional debt or
equity financing will be required and the Company's research and
development activities will have to be reduced.

As a consequence of the above circumstances the New York firm of
Goldstein Golub Kessler LLP, external auditors for Energy
Visions Inc., state, in their November 21, 2001 Auditors
Report:...."the Company has suffered recurring losses from
operations, has not generated significant revenue from
operations and has a working capital deficiency that raise
substantial doubt about its ability to continue as a going
concern."

Energy Visions is involved in the research and development of
technology for use in the manufacture of fuel cells and
batteries.  To date, the Company's focus has been on the
development and commercialization of technologies for the
battery market.  The Company has proprietary interests in
technology relating to direct methanol fuel cells and Lithium
Ion, Nickel Zinc and Zinc  Carbon (bromine complex) rechargeable
batteries.  The Company is currently focusing its efforts  
primarily in two areas, the development of its proprietary
DMFC's and the commercialization of its Nickel Zinc technology.

A fuel cell is a device that combines hydrogen and oxygen to
generate electricity through an electrochemical reaction.  The
hydrogen used in the process is derived from fuels such as
methanol, natural gas, propane, or other petroleum products and
the oxygen is drawn from the air.  Unlike a battery, a fuel cell
does not run down or require recharging.  A fuel cell will
produce energy in the form of electricity and heat as long as
fuel is supplied.  In any fuel cell system, the hydrogen must be
extracted from the fuel. The difference between a DMFC and other
fuel cell systems is that in the  DMFC, an anode catalyst
extracts the hydrogen from the fuel (methanol) whereas other
fuel cell systems require a "fuel reformer" to extract the
hydrogen from the fuel. The use of a fuel reformer  reduces the
fuel cell efficiency and increases its cost. Therefore, the
Company believes that the elimination of this component,
together with catalyst reduction and heat management associated  
therewith, will reduce the ultimate cost of producing a
commercially viable fuel cell system.

Since inception, DMFC's have been problematic due to what is
commonly referred to as the "cross-over" problem.  The  "cross-
over"  problem refers to methanol fuel crossing over from an
anode to a  cathode without producing electricity.  In December
1999, Energy Visions filed a patent application in Canada
relating to the resolution of the fuel crossover in various fuel
cell systems.  The application has currently expanded
internationally through the filing of a PCT (Patent Co-operation  
Treaty) application, in which a number of countries are
designated,  including the United States, Europe, Japan, China
and Korea.


ENRON CORPORATION: Committee Taps Milbank Tweed as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Enron
Corporation seeks the Court's authority to retain Milbank,
Tweed, Hadley & McCloy LLP, nunc pro tunc to December 12, 2001
as their lead counsel.

Committee Co-Chair Julie J. Becker, from Wells Fargo Bank
Minnesota N.A., asserts it will be necessary to retain Milbank
to, among other things:

  (a) advise the Committee with respect to its rights, powers,
      and duties in these cases;

  (b) assist and advise the Committee in its consultations with
      Enron relative to the administration of these cases;

  (c) assist the Committee in analyzing the claims of Enron's
      creditors and in negotiating with such creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      Enron and of the operation of Enron's businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, Enron or any third party concerning matters related
      to, among other things, the terms of a plan or plans of
      reorganization for Enron;

  (f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

  (g) represent the Committee at all hearings and other
      proceedings;

  (h) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (j) perform such other legal services as may be required and
      are deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code.

Ms. Becker tells the Court that the Committee will compensate
Milbank based on its standard hourly rates, which presently
range from:

            $500 to $725      partners
            $445 to $600      counsel
            $205 to $465      senior/specialist attorneys
            $225 to $465      associates
            $115 to $260      legal assistants
                    $185      summer associates

These hourly rates are subject to period firm-wide adjustments
in the ordinary course of Milbank's business, according to Ms.
Becker.

Stephen J. Blauner, Esq., Milbank's principal advisor on matters
of ethics and professional responsibility, assures the Court
that the firm is well qualified to represent the Committee.  Mr.
Blauner relates that Milbank has significant experience in
representing creditors' committee in large chapter 11 cases,
including Pacific Gas & Electric, Safety-Kleen, Rhythms
Netconnections, among others.

Furthermore, Mr. Blauner adds, Milbank has acknowledged
expertise in project and structured finance, as well as complex
derivatives transactions -- three of the areas that will be
extremely important in determining the assets and liabilities of
the Debtors.  Because of the firm's extensive practices in these
areas, Mr. Blauner says, Milbank is knowledgeable with respect
to the Debtors' development and construction of power projects
and with many of its structured finance vehicles and complex
derivatives arrangements.

Mr. Blauner informs Judge Gonzalez that extraordinary effort has
been and will continue to be exerted to identify all of
Milbank's connections with the Debtors, their creditors, and
other parties-in-interest, as well as their respective attorneys
and accountants.  According to Mr. Blauner, Milbank intends to
file supplementary Affidavits on a bi-weekly basis during the
initial phase of the bankruptcy cases.

Prior to Petition Date, Mr. Blauner admits that Milbank has
represented various creditors and parties-in-interest involving
the Debtors and their affiliates in matters unrelated to these
Chapter 11 cases.  Accordingly, Mr. Blauner explains, the
Committee will retain a special counsel -- Conflicts Counsel --
to function on matters on which Milbank will not act for the
Committee.

Mr. Blauner states that Milbank represents some members of the
Committee in matters unrelated to these chapter 11 cases:

      -- ABN-AMRO Bank,
      -- The Bank of New York,
      -- Citigroup/Citibank,
      -- Credit Lyonnais,
      -- JP Morgan Chase & Company,
      -- Oaktree Capital Management,
      -- Wells Fargo Bank Minnesota N.A., and
      -- Westdeutsche Landesbank Girozentrale.

Milbank is obtaining a written waiver of any objection to
Milbank's representation of the Committee from these members,
Mr. Blauner relates.

Mr. Blauner emphasizes that Milbank does not currently represent
any of the Enron Companies.

"Although every reasonable effort has been made to discover and
eliminate the possibility of any conflict, Milbank is unable to
state with certainty whether one of its clients or an affiliated
entity holds a claim or otherwise is a party in interest in
these chapter 11 cases," Mr. Blauner admits.  Thus, if
additional pertinent information is discovered, Mr. Blauner
promises to disclose such facts immediately to the Court. (Enron
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON CORPORATION: Appoints Stephen Cooper to Lead Restructuring
----------------------------------------------------------------
Enron (OTC Bulletin Board: ENRNQ) announced that Stephen F.
Cooper has been named interim CEO and chief restructuring
officer.  Cooper is the managing partner of Zolfo Cooper, LLC, a
corporate recovery and crisis management firm, and has more than
30 years experience leading companies through operational and
financial reorganizations.  Cooper will be joined by a team of
Zolfo Cooper professionals who will assist with Enron's
restructuring effort.

Enron's Board of Directors, working in cooperation with its
Creditors Committee, made the decision after a review of
candidates last week.

In addition, the company also named members of the Office of the
Chief Executive, which will include Cooper, Jeff McMahon, who
has been named president and chief operating officer, and Ray
Bowen, who has been named executive vice president and chief
financial officer.  McMahon formerly was chief financial
officer, and Bowen had been treasurer.

The members of Enron's Office of the Chief Executive are
scheduled to hold a media call later today, details of which
will be released separately.

Cooper and his team are expected to begin working immediately
with Enron's current management and its Creditors Committee on
the company's continuing efforts to reorganize and emerge from
bankruptcy.

"Our focus is on the future of Enron.  With more than 19,000
employees worldwide, Enron has real businesses with real value,"
said Cooper.  "We will work closely with the Board of Directors,
management, and the Creditors Committee to develop a
reorganization plan to maximize value for the company's
stakeholders."

Following the resignation last week of former Enron Chairman and
CEO Kenneth L. Lay, the Board intends to promptly focus on the
selection of a new chairman.

Enron also announced, in accordance with the previously
disclosed Master Agreement with UBS Warburg concerning its
purchase of Enron's North American wholesale natural gas and
power trading business, that Lawrence G. Whalley has resigned
his position as president and chief operating officer of Enron
and will accept a position with UBS Warburg.  Details of the UBS
transaction were announced on Jan. 15 and can be accessed in the
pressroom of Enron's Web site, http://www.enron.com  

Zolfo Cooper has worked on more than 500 engagements, including
Federated Department Stores, Sunbeam, Laidlaw, Washington Group
International, Polaroid Corporation, Morrison Knudsen, Pegasus
Gold, NationsRent, and ICG Communications.

Zolfo Cooper's 85 professionals have in-depth expertise in
operational and financial management.  Working with senior
management, Zolfo Cooper has a demonstrated track record in
rapidly stabilizing businesses while developing a tactical plan
to meet short-term financial needs and a strategic plan for
long-term financial viability.  Founded in 1982, Zolfo Cooper is
headquartered in New York, with offices in New Jersey and Los
Angeles.  Zolfo Cooper's Internet address is
http://www.zolfocooper.com  

Enron delivers energy and other physical commodities and
provides other energy services to customers around the world.  
Enron's Internet address is http://www.enron.com

DebtTraders reports that Enron Corp's 9.125% bonds due 2003
(ENRON2) currently trade between 16 and 18.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2for  
real-time bond pricing.


ENRON LIQUID FUELS: 20 Largest Unsecured Creditors
--------------------------------------------------

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Formosa Plastics            Contract              $14,700,000
   Corporation USA
c/o Paul K. Bipa,
House Counsel
9 Peach Tree Hill Rd.
Livingston, N.J. 07039-5702
Phone (973)-716-7232
Fax (973)-716-7222

Itochu Petroleum Co.         Trade Debt            $7,319,651
   (Hong Kong) Ltd
United Centre
95 Queensway
28th Fl, Room 28A
Hong Kong Hong Kong

Petroleos del Ecuador        Trade Debt            $4,707,956
Petroecuador
c/o Enrique Balboa,
Edificio Alpallana
Calle Alpallana y Avenida 6
de Deciembre
Quito Ecuado
Phone 2504357
Fax 2563780

Interchem Americas Inc.       Trade Debt           $1,861,908
2800 Post Oak Blvd, Ste 5201
Houston, TX 77056-6100
Phone (713) 623-8389
Fax (713) 623-4402

Shell U.K. Oil                Trade Debt           $1,316,000
Shell-Max House
The Strand
London WC2R0DX
United Kingdom
Phone 2075466618

Tauber Petrochemical Co.      Trade Debt             $919,366
P.O. Box 4645
Houston, TX 77210-4645

Duke Energy Merchants LLC     Trade Debt             $786,803
c/o David Dukes
10777 Westheimer Ste 650
Houston, TX 77042 USA
Phone (713) 260-8668

Talichem S.A.                 Trade Debt             $760,200
Chaussee de la Hulpe 130
Brussels Belgium
Phone (281) 252-8887
Fax (936) 321-6029

The Dow Chemical Company      Trade Debt             $682,500
c/o Darlene Hoxmeier
PO Box 3387
Houston TX 77253-3387
Phone (713) 978-2048

Conoco Inc.                    Trade Debt            $620,045
c/o Pat Sipe
600 N Dairy Ashford Rd
Houston, TX 77079-1175
Phone (580) 767-2276

Warren, George E               Trade Debt            $609,654
   Corporation
605 17th St
Vero Beach, FL 32960-5518
Phone (561) 778-7100
Fax (561) 778-7171

Coscol Marine Company          Trade Debt            $403,410
9 E. Greenway Plaza
Houston, TX 77046-0905
Fax (713) 877-7949

The Great Eastern Shipping     Trade Debt            $370,758
   Co. Ltd.
Mr.K.M. Sheth
Ocean House
81, D.N. Road
Mumbai 400 118 India
Phone 022-2626033

Du Pont, E.I. De Nemours       Trade Debt            $446,995
   and Company
c/o Robin Cini
1007 Market St
Wilmington, DE 19898
Phone (302) 774-1000

St Linden Terminal L.L.C.      Trade debt            $323,034
P.O. Box 910220
Dallas Tx 75391

Koch Chemical Company          Trade debt            $142,585

LBC PetroUnited, L.P.          Trade debt            $137,181

Kirby Inland Marine            Trade debt            $130,154

Westlake Styrene LP            Trade Debts           $113,708

Novarco Ltd                    Trade Debt            $107,775


EXODUS: Inks Pact to Allow Silicon Bank to Liquidate Collateral
---------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates ask the
Court to approve a stipulation with Silicon Valley Bank to
modify automatic stay in order for the Bank to draw upon the
certificate of deposit collateral of drawn standby letters of
credits.

According to Mark S. Chehi, Esq., at Skadden Arps Slate Meagher
& Flom LLP in Wilmington, Delaware, commencing December 1996 to
September 2001, Debtors made applications to Silicon Valley
Bank, which issued standby letters of credit in favor of certain
beneficiaries designated by Debtors. 25 standby letters of
credit issued by the Bank for Debtors' account, with an
aggregate face amount of approximately $17,499,742.03, are
outstanding and 2 standby letters of credits, with an aggregate
face amount of $2,300,000.00, have been fully drawn by the
beneficiary.

Under the terms of the Loan Agreement, Mr. Chehi explains that
Debtors granted to the Bank a first priority security interest
in certain property of Debtors, including all cash, deposit
accounts, financial assets and certificates of deposit in the
possession of the Bank at any time to collateralize the
obligations that may arise under the Loan Agreement, including
obligations arising under the standby letters of credit. Each
standby letters of credit Agreement provides the Bank with a
security interest in certain certificates of deposit to
collateralize obligations arising with respect to each standby
letters of credit. The Debtors agreed to pledge to the Bank a
first priority security interest in all deposit accounts, cash,
financial assets, and certificates of deposit of Debtors in
possession of the Bank and all proceeds thereof, as security for
the prompt performance of all of Debtors' obligations in
connection with the Bank Letters of Credit.

As a result of the Debtors' chapter 11 filing, Mr. Chehi submits
that a prompt review was conducted by the Bank's counsel of each
of the Agreements, the Loan Agreement and other related
documents as well as the Bank's right to enforce the outstanding
standby letters of credit Obligations. The Bank claims a
perfected security interest in the Collateral; Debtors, by and
through counsel, have reviewed the Bank's documentation
concerning its security interest in the Collateral. To the
extent that SBLC Obligations arise, the automatic stay imposed
in connection with the Debtors' bankruptcy filing prohibits the
Bank from liquidating the Collateral.

On November 20, 2001, Mr. Chehi relates that International
Gateway East LLC fully drew upon the standby letters of credit
in the amount of $2,000,000. Gainey One Trust also fully drew
upon the Gainey standby letters of credit in the amount of
$300,000.

To the extent Obligations exist or otherwise arise in the
future, Debtors wish to authorize the Bank to immediately
liquidate Collateral to the extent necessary to repay any such
Obligations, for the purpose of minimizing the amount of the
Obligations, including accrued interest and attorneys' fees and
costs incurred in a motion for relief from stay, and
corresponding liability of Debtors' estates. The Bank and
Debtors have agreed that upon entry of this court's order for
relief, the Bank may liquidate Collateral to the extent required
to repay Obligations that currently exist or otherwise arise in
this case.

The terms of the stipulation are:

A. This Stipulation, and the obligations of the parties to
     perform hereunder, shall become effective only upon entry
     of this Stipulation as an order of the Bankruptcy Court.

B. The Bank and Debtors hereby stipulate and agree that upon the
     entry of the order approving this stipulation, the
     automatic stay regarding the Collateral shall be
     terminated, annulled and vacated for the limited purpose of
     allowing SVB to liquidate Collateral, to the extent
     required to pay any Obligations, whether existing or
     arising in the future. The payment of Obligations may
     include Bank's interest, commissions, charges and expenses,
     including attorneys fees and costs related to each standby
     letters of credit, as provided in the Loan Agreement and
     the Agreements.

C. The Bank is authorized to immediately liquidate a portion of
     the Collateral in order to repay the following Obligations:

     a. all amounts paid or incurred by the Bank in connection
          with the drawings of standby letters of credit,
          including all amounts owing to the Bank as set forth
          in the related Agreements; and

     b. the Bank's attorneys fees and costs incurred, after
          Debtors' default in Agreements, in reviewing documents
          and protecting the Bank's rights under the Loan
          Agreement and Agreements, including preparation of
          this stipulation, in an amount estimated at $17,000 in
          accordance with the related Agreement.

D. With respect to each standby letters of credit currently
     outstanding, the Bank is authorized to notify its
     beneficiary at its option that it will not renew the
     standby letters of credit beyond its current maturity date.

E. This stipulation and agreed order may be executed in any
     number of counterparts all of which, when so executed,
     shall constitute a single instrument. (Exodus Bankruptcy
     News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)


FEDERAL-MOGUL: Court Extends Removal Period through April 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
the motion of Federal-Mogul Corporation, and its debtor-
affiliates to extend the time by which they may file notices of
removal of pending civil actions through and including April 1,
2002.


GENESIS HEALTH: Wants Time to File Claim Objections Extended
------------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor
presents Genesis Health Ventures, Inc.'s motion to extend the
date by which objections to Claims must be filed with the United
States Bankruptcy Court.  The Debtors request that the Court
extend, for 90 days, the deadline by which the Debtors must
object to claims through and including Tuesday, April 30, 2002.

The Debtors have diligently reviewed, analyzed, objected to and
reconciled a significant number of the over 9000 claims filed in
these cases, says Mr. Brady.  He states that the Debtors have
filed three omnibus claims objections, which have resulted or
are anticipated to result in the final resolution of numerous
claims. Also, the Debtors have filed or will shortly file
objections to:

   -- additional late filed claims;

   -- additional duplicate and amended and superseded claims;

   -- claims not reflected in the Debtors' books and records;
      and

   -- additional claims requiring reclassification.

While Mr. Brady concedes that many other claims may be resolved
before the Objection Deadline, there is no assurance that this
informal reconciliation process will be completed. Absent
consensual resolution of the outstanding claims, the Debtors
will be obligated to object to all Claims by the Objection
Deadline. The Debtors believe that prematurely filing such
objections to claims prior to exhausting efforts to consensually
resolve such claims may have a detrimental impact on the
settlement of those claims, and result in potentially costly
litigation with those claimants.

And though substantial progress on claims resolution has been
made, significant resources are being devoted to the Debtors'
post-confirmation business efforts. Stabilizing and returning
the Debtors' businesses to profitability, contends Mr. Brady,
has been paramount throughout the chapter 11 cases and post-
confirmation, to the benefit of all parties. An extension of the
Objection Deadline benefits all parties of interest. The Debtors
will have the opportunity to continue to informally resolving
various claims and ensure that only the claims that cannot be
resolved consensually will be objected to.

If objections are received, there will be a hearing with respect
to the Motion will be held before the Honorable Judith H. Wizmur
at the Mitchell H. Cohen Courthouse, Courtroom 4B, 4th and
Cooper Streets, Camden, New Jersey, 08101 on February 7, 2002 at
10:00 am.

If no responses are filed, served and received in accordance
with this notice, the Court may enter an order granting the
motion without further notice or hearing. (Genesis/Multicare
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


HANGER ORTHOPEDIC: S&P Affirms Ratings with Positive Outlook
------------------------------------------------------------
Standard & Poor's affirmed and removed its ratings for Hanger
Orthopedic Group Inc., from CreditWatch, where they were
originally placed on December 15, 2000.

The outlook for the rating is now positive due to improvements
in Hanger's earnings prospects and ability to meet its current
obligations. Ratings were placed on CreditWatch with negative
implications due to concerns about Hanger's weaker-than-expected
operating earnings and ability to meet its bank-financing
commitments.

Bethesda, Maryland-based Hanger has a prominent market-leading
position in orthotics and prosthetics (O&P). It provides O&P
services in 593 patient-care centers located in 45 states and is
the largest distributor of O&P supplies. Hanger's weaker-than-
expected profitability and credit profile stemmed from its 1999
acquisition of NovaCare Orthotics & Prosthetics Inc.  The
company's lackluster 2000 operating results reflected
integration issues and practitioner defections following the
large acquisition. However, it now appears that the
implementation of a strategic plan by a new management team
has tightened working capital management and reduced operating
costs.

Still, Hanger has a debt-heavy capital structure, with funds
from operations as a percent of adjusted debt (including
preferred stock) in the low double-digit range. Meanwhile,
Hanger has been able to meet all of its current obligations, and
near-term debt maturities are less threatening, given the
operating improvement.

                         Outlook: Positive

An upgrade is possible within the next couple of years, if
Hanger continues to demonstrate improved operating performance
and financial flexibility.

             Ratings Affirmed and Removed from CreditWatch

     Hanger Orthopedic Group Inc.
       Corporate credit rating           B
       Senior secured bank loan          B
       Subordinated debt                 CCC+


HAYES LEMMERZ: Gets Final Approval of $200MM DIP Financing Pact
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HLMMQ), a
leading global supplier of automotive and commercial highway
wheels, brakes, powertrain, suspension, structural and other
lightweight components, announced that it had received final
Court approval of the Company's $200 million debtor-in-
possession (DIP) financing agreement.

The DIP agreement calls for a group of the Company's lenders led
by CIBC World Markets Corp., to provide $200 million in post-
petition financing to Hayes Lemmerz to purchase goods and
services and fund the Company's ongoing operating needs during
its restructuring process.

"Combined with the positive cash flow from our business, the DIP
financing agreement will provide more than adequate financial
resources to fund our post-petition vendor and employee
obligations and other operating requirements as Hayes Lemmerz
moves forward in its restructuring," said Curtis Clawson,
chairman and chief executive officer.  "With this financing in
place, and the support we have received from our vendors, the
Company is well positioned to continue meeting the needs of its
customers during the restructuring period and beyond."

On December 5, 2001, Hayes Lemmerz International, Inc., filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code,
to reduce its debt and strengthen their competitive position.  
Of the total, 22 plants in the United States and one plant in
Nuevo Laredo, Mexico are included in the Chapter 11 filings.

More information about Hayes Lemmerz is available on the
Internet at http://www.hayes-lemmerz.com  

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The Company has 41 facilities and two joint
ventures and 14,000 employees worldwide.

DebtTraders reports that Hayes Lemmerz Int'l, Inc.'s 11.875%
bonds due 2006 (HAYES1) are trading between 53 and 55. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES1for  
real-time bond pricing.


HEXCEL CORP: Senior Credit Facility Amendment Takes Effect
----------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) announced that the amendment
to its Senior Credit Facility is effective.

The amendment provides for, among other matters, revised
financial covenants that accommodate the Company's anticipated
financial performance and restructuring plans through the year
2002 in return for the grant of additional collateral and a 100
basis point increase in the interest spread payable over LIBOR
for advances under the facility. With the reduced capital
requirements that results from the commercial aerospace
slowdown, the Company also agreed to a moderate reduction in the
size of the revolving credit facility provided under the
agreement. A copy of the amendment has been filed as an exhibit
to a Form 8-K.

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


HOULIHAN'S RESTAURANTS: Thinks Schedules Can Be Ready by Feb. 22
----------------------------------------------------------------
Houlihan's Restaurants, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
extend their time for filing comprehensive Schedules of Assets
and Liabilities and Statements of Financial Affairs through
February 22, 2002.

Due to the Debtors' quick decision to file its Chapter 11
petitions, the complexity of their business and its significant
assets, liabilities, financial and transactional records,
executory contracts and unexpired leases, the Debtors are unable
to complete and file their Schedules at this time.

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


ICG COMMS: Seeks Approval of Solicitation & Balloting Procedures
----------------------------------------------------------------
Under its proposed Plan, holders of certain claims against
certain ICG Communications, Inc., and its debtor-affiliates are
proposed to be unimpaired, as defined in section 1124 of the
Bankruptcy Code. Accordingly, these creditors are not entitled
to vote on the Plan, pursuant to section 1126(f) of the
Bankruptcy Code. The Debtors propose to cause the Claims and
Noticing Agent to serve by first class mail to holders of Claims
in Class 1 and Class 2, which are Unimpaired Creditors under the
Plan, a copy of the "Unimpaired Creditor Notice" in lieu of a
Solicitation Package. The Unimpaired Creditor Notice provides
(a) notice of the approval of the Disclosure Statement (b)
notice of the filing of the Plan (c) instructions regarding the
various ways to obtain and/or view copies of the Disclosure
Statement and Plan and other documents, including how to obtain
electronic copies of such documents free of charge, (d)
information regarding the Confirmation Hearing and (e) detailed
directions for filing confirmation objections by the
Confirmation Objection Deadline. To supplement the Unimpaired
Creditor Notice proposed to be mailed to Unimpaired Creditors,
the Debtors will also publish a form of the Confirmation Hearing
Notice, which contains substantially the same information, in
the national edition of the, and post a copy of such notice on
the Debtors' Web site. The Wall Street Journal and The Denver
Post Debtors believe that mailing the Unimpaired Creditor Notice
and publishing the Confirmation Hearing Notice satisfies the
requirements of Bankruptcy Rule 3017(d) with respect to the
Unimpaired Creditors.

    Holders of Interests and Subordinated Claims in Class 6

Under the Plan, holders of Class 6 Interests and Subordinated
Claims will not receive a distribution or retain any interest in
the Debtors. Accordingly, such holders are deemed to have
rejected the Plan. Thus, solicitation of acceptance of the Plan
from holders of Class 6 Interests and Subordinated Claims is
unnecessary. As set forth in the Plan and Disclosure Statement,
the Debtors intend to seek confirmation of the Plan with respect
to Class 6 pursuant to section 1129(b).

The Debtors propose to provide notice of the Confirmation
Hearing and objection deadline, as well as instructions as to
how to obtain a copy of the Plan and Disclosure Statement, by
distributing to holders of Class 6 Interests and Subordinated
Claims a "Notice of Non-Voting Status". Similar to the
Unimpaired Creditor Notice, that notice details the various ways
to obtain and/or view copies of the Disclosure Statement and
Plan and other documents, including instructions on how to
obtain electronic copies of such documents, describes the
Confirmation Hearing, and provides detailed directions for
filing objections to confirmation of the Plan. And the
Confirmation Hearing Notice will be published. The Debtors
believe that mailing the Notice of Non-Voting Status and
publishing the Confirmation Hearing Notice satisfies the
requirements of Bankruptcy Rule 3017(d) with respect to Class 6.

    Establishment of Record Date and Certain Procedures

A. Record Date

Bankruptcy Rule 3017(d) provides that the "date [an] order
approving the disclosure statement [is] entered" is the record
date for determining the "holders of stock, bonds, debentures,
notes and other securities" entitled to receive the materials
specified in Bankruptcy Rule 3017(d), including ballots. In
order to establish a record date, the Debtors require advance
notice to enable those responsible for assembling record
ownership lists of the Old Notes and other claims as of a date
certain.  Accordingly, notwithstanding anything to the contrary
in Bankruptcy Rule 3017(d), the Debtors propose that Judge Walsh
establish January 28, 2002 as the record date for the purpose of
determining which members of Classes 3, 4 and 5 are entitled to
receive a Solicitation Package and to vote on the Plan.

B. Voting Deadline

Pursuant to Bankruptcy Rule 3017(c), at the time of or before
the approval of the Disclosure Statement, "the court shall fix a
time within which the holders of claims and interests may accept
or reject the plan." The Debtors request that Judge Walsh set
March 27, 2002 at 4:00 p.m. (prevailing Eastern Time) as the
deadline by which all Class 3, Class 4 and Class 5 ballots
accepting or rejecting the Plan be received by the Claims and
Noticing Agent. Ballots may be returned to the Claims and
Noticing Agent by mail in the return envelope provided with each
ballot or by overnight delivery.

C. Confirmation Objections

Bankruptcy Rule 2002(b) and 2002(d) requires notice by mail to
all creditors and shareholders of the time set for filing
objections to, and the hearing to consider the approval of, a
plan of reorganization. By this Motion, the Debtors request that
a hearing on confirmation of the Plan be set for April 3, 2002
at 2:00 p.m. (prevailing Eastern Time), with a deadline for
objections to confirmation of March 22, 2002 at 4:00 p.m.
(prevailing Eastern Time). Pursuant to such objection deadline,
the Debtors request that only timely filed and served written
Confirmation Objections be considered, and that Confirmation
Objections not timely filed and served in accordance with the
provisions of this Motion not be considered.

The Debtors request that in order to be considered, objections,
if any, must (a) be in writing; (b) comply with the Federal
Rules of Bankruptcy Procedure and the Local Bankruptcy Rules;
(c) state the grounds for the objection and the legal and
factual bases therefor; (d) reference with specificity the text
of the Plan to which objection is made; and (e) be filed with
the Court, together with proof of service, and served so as to
be RECEIVED no later than the Confirmation Objection Deadline by
the following parties:  Counsel for the Debtors; the U.S.
Trustee; Counsel for the Pre-Petition Secured Lenders; and
Counsel for the Creditors' Committee.

         Temporary Allowance of Claims for Voting Purposes

There are many creditors classified in Class 5 whose claims may
be scheduled as contingent, unliquidated or disputed, and that,
accordingly, are not entitled to vote on the Plan. Bankruptcy
Rule 3018(a) provides in relevant part that "notwithstanding
objection to a claim or interest, the court after notice and
hearing may temporarily allow the claim or interest in an amount
which the court deems proper for the purpose of accepting or
rejecting a plan." Pursuant to section 105(a) of the Bankruptcy
Code, the Debtors request that Judge Walsh fix March 11, 2002 as
the deadline for the filing and serving of such motions,
requiring that they be filed with the Clerk of the Court and
served on the persons to receive service of objections to
confirmation so as to be received not later than 4:00 p.m.
(prevailing Eastern Time) on the 3018 Motion Deadline.

The Debtors propose that any party timely filing and serving a
Rule 3018 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 Motion prior to the Voting
Deadline, then at the Confirmation Hearing, the Court shall
determine whether the provisional ballot should be counted as a
vote on the Plan. Such a procedure will help ensure an efficient
tabulation of ballots to be completed accurately by the
Confirmation Hearing. Moreover, setting the date of the
Confirmation Hearing as the date for hearing Rule 3018 Motions
also will permit the Court to avoid holding separate hearings on
such motions.

The Debtors propose that (a) the Court consider only those Rule
3018 Motions that have been timely filed and served in
accordance with the provisions of this motion, and (b) except as
otherwise provided herein, the claims referred to in such timely
Rule 3018 Motions be provisionally counted in determining
whether the Plan has been accepted or rejected, pending a final
determination by the Court.

The Debtors further propose that Judge Walsh order, pursuant to
section 105(a) of the Bankruptcy Code, that any claim as to
which a separate objection has been filed before March 1, 2002
(ten days before the Rule 3018(a) Motion Deadline), whether to
the entire claim or a portion thereof, not be entitled to vote
on the Plan and not be counted in determining whether the
requirements of section 1126(c) of the Bankruptcy Code have been
met with respect to the Plan (a) unless the claim has been
temporarily allowed for voting purposes pursuant to Bankruptcy
Rule 3018(a) or (b) except to the extent that, on or before the
Voting Deadline, the objection to such claim has been resolved
in favor of the creditor asserting the claim.

            Approval of the Solicitation Procedures

A. Claims and Noticing Agent

The Debtors remind Judge Walsh that, by his Order dated November
14, 2000, Logan & Company, Inc. was retained by the Debtors as
Claims, Noticing and Balloting Agent of the Bankruptcy Court.
Consistent with that Order, the Debtors propose to utilize Logan
as the Debtors' claims, noticing and balloting agent to assist
the Debtors in mailing Solicitation Packages and notices,
receiving and tabulating ballots cast on the Plan, and to
certify to the Court the results of the balloting.

B. Ballots

The Debtors request the Court's approval of the form of the
ballots to be utilized in soliciting votes on the Plan.
Bankruptcy Rule 3017(d) provides that ballots for accepting or
rejecting the Plan should conform substantially to Official Form
No. 14. The Debtors' proposed forms are based on Official Form
No. 14, as modified to meet the particular requirements of the
Debtors' chapter 11 cases and the Plan. All ballots will be
accompanied by return envelopes addressed to the Claims and
Noticing Agent, at Logan & Company, Inc., 546 Valley Road, Upper
Montclair, NJ 07043 (Attn: ICG Communications, Inc., et al.).

C. Contents and Transmittal of Solicitation Packages

Bankruptcy Rule 3017(d) specifies the materials to be
distributed to holders of Claims and/or Interests upon approval
of a disclosure statement. If the Disclosure Statement is
approved by Judge Walsh, on or before February 8, 2002 the
Debtors propose to cause the Claims and Noticing Agent to
transmit by first class mail, on or before the Solicitation
Date, to the holders of Claims in Class 3, Class 4 and Class 5
as of the Record Date, a solicitation package containing: (a)
the Plan; (b) the Disclosure Statement; (c) an appropriate
ballot; (d) the Confirmation Hearing Notice (as defined below);
(e) the Solicitation Procedures Order; and (f) such other
information as the Court may direct or approve.

Specifically, the Debtors propose that the following creditors
and other persons receive the Solicitation Package (with
exclusions as noted): (i) the U.S. Trustee; and (ii) creditors
holding claims designated as impaired and entitled to vote on
the Plan (A) who have filed timely proofs of claims (or untimely
proofs of claims which have been allowed as timely by the Court
under applicable law on or before the Record Date) that have not
been disallowed by an order of the Court entered on or before
the Record Date, or (B) whose claims are scheduled in the
Debtors' Schedules. So as to avoid duplication and reduce
expenses, the Debtors propose that 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. Solicitation Packages
shall also be mailed to those parties who have requested notice
pursuant to Bankruptcy Rule 2002.

In addition, the Debtors propose not to include in the
Solicitation Package certain Exhibits to the Plan or Appendices
to the Disclosure Statement that are voluminous. All Exhibits
and Appendices will be filed with the Court and will be
available for review in accordance with the procedures set forth
below. Inclusion of every Exhibit to the Plan and Appendix to
the Disclosure Statement (aggregating hundreds of pages) in each
of the thousands of Solicitation Packages to be distributed by
the Debtors would significantly increase the cost of printing
and mailing Solicitation Packages.

     Transmittal of Solicitation Packages to Holders of
        Contingent, Unliquidated or Disputed Claims

Bankruptcy Rule 3003(c)(2) provides in relevant part that "[any
creditor . . . whose claim or interest is not scheduled or
scheduled as disputed, contingent, or unliquidated . . . who
fails to [timely file a proof of claim] shall not be treated as
a creditor with respect to such claim for the purposes of voting
and distribution."  For all persons or entities who are listed
on the Debtors' Schedules as having a claim or a portion of a
claim which is disputed, unliquidated or contingent or which is
scheduled as zero or unknown in amount or who filed a proof
claim prior to the Solicitation Date reflecting a claim or
portion of a claim that is disputed, unliquidated or contingent,
the Debtors propose to distribute a Solicitation Package that
contains, in lieu of a ballot and the Confirmation Hearing
Notice, a "Notice of Disputed Claim Status". The Notice of
Disputed Claim Status informs such person or entity that their
claim has been identified as disputed, contingent, or
unliquidated or that it is scheduled as zero or unknown in
amount. The Notice of Disputed Claim Status also informs such
person or entity that absent having filed a motion seeking to be
allowed to vote on the Disclosure Statement pursuant to
Bankruptcy Rule 3018, in the manner and by the deadline
described in this Motion, they are precluded from submitting a
vote with respect to such claim. Such persons will be instructed
in the notice to contact the Claims and Noticing Agent to
receive a ballot for any such claim if a Rule 3018(a) Motion is
timely filed.

Nothing in these procedures is intended to affect the Debtors'
right to object to any proof of claim. The Debtors request that
any claim as to which a separate objection, whether to the
entire claim or a portion thereof, has been filed before
confirmation of the Plan not be entitled to vote on the Plan and
shall not be counted in determining whether the requirements of
section 1126(c) of the Bankruptcy Code have been met unless (a)
such claim has been temporarily allowed for voting purposes
pursuant to Bankruptcy Rule 3018(a) and in accordance with the
Solicitation Procedures Order, or (b) on or before the Voting
Deadline, the objection to such claim has been resolved in favor
of the creditor asserting the claim.

          Special Procedures For Holders of the Old Notes

Class 5 creditors include holders of the Debtors' various pre-
petition unsecured senior notes. Bankruptcy Rule 3017(e)
provides that "the court shall consider [at the disclosure
statement hearing] the procedures for transmitting the documents
and information required by [Rule 3017(d)] to beneficial holders
of stock, bonds, debentures, notes and other securities and
determine the adequacy of such procedures and enter such orders
as the court deems appropriate."

Because of the complexity and difficulty associated with
reaching beneficial owners of publicly traded securities, many
of which hold their securities in brokerage accounts and through
several layers of ownership, and because of the added complexity
of identifying all beneficial holders of the Old Notes, the
Debtors propose that all known record holders be required to
provide the Claims and Noticing Agent with the addresses of such
beneficial holders in electronic format as of the Record Date on
or before February 5, 2002. For those that fail to provide such
information, the Debtors request that the Record Holders be
required to send the appropriate solicitation materials in a
manner customary in the securities industry so as to maximize
the likelihood that beneficial owners of the Old Notes will
receive the materials and be given the opportunity to vote on
the Disclosure Statement in a timely fashion.

Accordingly, the Debtors propose to cause the Claims and
Noticing Agent or its designated agent to transmit the
Solicitation Packages to holders of the Old Notes, by mailing
the materials by first class mail no later than the Solicitation
Date to (a) each beneficial holder of the Old Notes as of the
Record Date for which the Claims and Noticing Agent has received
addresses in electronic format from the applicable Record
Holders (or agents therefore) and (b) each Record Holder (or the
agent therefor) identified by the Claims and Noticing Agent or
its designated agent as an entity through which beneficial
owners hold or held the Old Notes as of the Record Date and from
which the Claims and Noticing Agent has not received addresses
in electronic format.

The Debtors further propose that the Court order that the Record
Holders (or their agents) through which beneficial owners hold
the Old Notes as of the Record Date and who have failed to
provide the Claims and Noticing Agent or its designated agent
with addresses of beneficial holders in electronic format,
distribute promptly the solicitation packages to the beneficial
owners for whom they held such securities. The Solicitation
Packages to be transmitted to beneficial holders of the Old
Notes by Record Holders will include a ballot for the beneficial
owners, and a return envelope provided by, and addressed to, the
requisite Record Holders (or their agents) of the beneficial
owners. The Record Holders (or their agents), as appropriate,
must then summarize the individual votes of their beneficial
owners from the Beneficial Owner Ballots on a master ballot to
be provided to them by the Debtors. The Record Holders (or their
agents) shall then return the Master Ballot to the Claims and
Noticing Agent by the Voting Deadline.

The Debtors will serve a copy of this Motion on each of the
Record Holders (or their agents) identified by the Debtors and
the Claims and Noticing Agent or its designated agent as an
entity through which beneficial owners hold the Old Notes. The
Debtors submit that this procedure adequately recognizes the
complex structure of the securities industry, enables the
Debtors to transmit materials to the record owners and
beneficial owners of the Old Notes, and affords such persons
with a fair and reasonable opportunity to vote. The Debtors
request that the Court authorize them to reimburse such entities
for their reasonable, actual and necessary out-of-pocket
expenses incurred in performing the tasks described above upon
written request by such entities (subject to the Court's
retaining jurisdiction to resolve any disputes over any request
for such reimbursement).

          When No Notice or Transmittal Necessary

The Debtors propose that no Solicitation Packages or other
notices need be transmitted to (a) holders of claims listed on
the Debtors' schedules that have already been paid in full
during these cases or that are authorized to be paid in full in
the ordinary course of business pursuant to orders previously
entered by this Court, or (b) any person to whom the Debtors
mailed a notice of the meeting of creditors under section 341 of
the Bankruptcy Code and such notice was returned marked
"undeliverable" or "moved - no forwarding address" or for a
similar reason, unless the Debtors have been informed in writing
by such person of that person's new address.

                   Voting Procedures

A.  Procedures for Vote Tabulation

So as to avoid uncertainty, to provide guidance to the Debtors
and the Claims and Noticing Agent, and to avoid the potential
for inconsistent results, the Debtors request that Judge Walsh,
pursuant to section 105(a) of the Bankruptcy Code, establish the
guidelines set forth below for tabulating the vote to accept or
reject the Plan

       Votes Counted. The Debtors propose that any ballot timely
received that contains sufficient information to permit the
identification of the claimant and is cast as 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. Ballots timely received that are cast in a manner that
neither indicate an acceptance or rejection of the Plan or which
indicate both an acceptance and rejection of the Plan shall be
counted as an acceptance.

       Votes Not Counted. The Debtors further propose that the
following ballots not be counted or considered for any purpose
in determining whether the Plan has been accepted or rejected:

             (a) Any ballot received after the Voting Deadline
unless the Debtors shall have granted an extension of the Voting
Deadline with respect to such ballot;

             (b) Any ballot that is illegible or contains
insufficient information to permit the identification of the
claimant;

             (c) Any ballot cast by a person or entity that does
not hold a claim in a class that is entitled to vote to accept
or reject the Plan;

             (d) Any ballot cast for a claim identified as
unliquidated, contingent or disputed and for which no Rule
3018(a) Motion has been filed by the Rule 3018(a) Motion
Deadline; or

             (e) Any unsigned ballot.

       Changing Votes. Notwithstanding Bankruptcy Rule 3018(a),
whenever two or more ballots are cast voting the same claim
prior to the Voting Deadline, the last ballot received prior to
the Voting Deadline will be deemed to reflect the voter's intent
and thus to supersede any prior ballots, without prejudice to
the Debtors' right to object to the validity of the second
ballot on any basis permitted by law, including under Bankruptcy
Rule 3018(a), and, if the objection is sustained, to count the
first ballot for all purposes. This procedure of counting the
last ballot is consistent with practice under various state and
federal corporate and securities laws. Moreover, it will spare
the Court and the Debtors the time and expense of responding to
motions brought pursuant to Bankruptcy Rule 3018(a) attempting
to show cause for changing votes.

       No Vote Splitting; Effect. The Debtors propose that the
Court clarify that claim splitting is not permitted and order
that creditors who vote must vote all of their claims within a
particular class to either accept or reject the Plan.

       Counting Ballots from Beneficial Holders. The Debtors
propose the following procedures for tabulating votes cast by
holders of the Debtors' Old Notes. These procedures are designed
to enable the Claims and Noticing Agent to tabulate votes from
holders of the Old Notes and to enable the Court to verify the
results of that vote by requiring the collection and retention
of data and documents regarding the vote.

First, the Debtors propose that banks, brokerage firms or agents
electing to use the Master Ballot voting process be required to
retain for inspection by the Court the ballots cast by
beneficial owners for one year following the Voting Deadline.
Second, to avoid double counting, the Debtors propose that (a)
votes cast by beneficial owners holding the Old Notes through a
Record Holder (or its agent) and transmitted by means of a
Master Ballot, be applied against the positions held by such
Record Holder with respect to the Old Notes, and (b) that votes
submitted by a Record Holder (or its agent) on a Master Ballot
not be counted in excess of the position maintained by the
respective bank or brokerage firm on the Record Date in the Old
Notes.

To the extent that conflicting votes or overvotes are submitted
on a Master Ballot, the Debtors propose that the Claims and
Noticing Agent attempt to resolve the conflict or overvote prior
to the Voting Deadline in order to ensure that as many of the
Old Note claims as possible are accurately tabulated.  To the
extent that overvotes on a Master Ballot are not reconcilable
prior to the Voting Deadline, the Debtors propose that the
Claims and Noticing Agent count votes in respect of such Master
Ballot in the same proportion as the votes to accept and reject
the Plan submitted on the Master Ballot that contained the
overvote, but only to the extent of the applicable bank's or
brokerage firm's position on the Record Date in the Old Notes.

Banks and brokerage firms generally are voting on behalf of the
beneficial owners for whom they hold securities, and the Master
Ballots that they fill out merely reflect the voting
instructions given by those beneficial owners. Thus, Record
Holders (or agents thereof) should be authorized to complete
multiple Master Ballots, and the votes reflected by such
multiple Master Ballots should be counted, except to the extent
that they are duplicative of other Master Ballots. For the
same reasons as set forth above for allowing subsequently filed
ballots to supersede previously filed ballots, the Court should
order that, if two or more Master Ballots submitted are
inconsistent in whole or in part, the latest Master Ballot
received prior to the Voting Deadline will, to the extent of
such inconsistency, supersede and revoke any prior Master
Ballot, subject to the Debtors' right to object to the validity
of the second Master Ballot on any basis permitted by law,
including under Bankruptcy Rule 3018(a), and, if such objection
is sustained, the first Master Ballot will then be counted.

To avoid inconsistent treatment, and to provide guidance to the
Debtors and the Claims and Noticing Agent, the Court should
order that each record holder or beneficial owner of an Old Note
will be deemed to have voted the full principal amount of its
claim relating to such Old Note, notwithstanding anything to the
contrary on any ballot.

             Approval of Form and Manner of Notice
                  of the Confirmation Hearing

Bankruptcy Rule 2002(b) requires that the Debtors give notice to
all creditors and indenture trustees "[e]xcept as provided in
subdivision (l) of this rule . . . by mail of (2) the time fixed
for filing objections and the hearing to consider approval
confirmation of a . . . chapter 11 . . . plan." Similarly, Rule
2002(d) requires the Debtors to provide such notice by mail to a
debtor's equity security holders, unless the court orders
otherwise. Bankruptcy Rule 2002(l) provides that "[t]he court
may order notice by publication if it finds that notice by mail
is impracticable or that it is desirable."

The Confirmation Hearing Notice will be included in the
solicitation materials mailed to holders of claims in Classes 3,
4 and 5, and each member of the Rule 2002 List (which includes
(a) the U.S. Trustee, (b) the SEC, (c) the office of the United
States Attorney for the District of Delaware, (d) the District
Director for the Internal Revenue Service, (e) counsel for the
Pre-petition Secured lenders, and (f) counsel for the Creditors'
Committee). The Notice of Non-Voting Status will be mailed to
all Class 6 Claim and Interest holders, which provides notice of
the Confirmation Hearing and objection deadline. Similarly, the
Unimpaired Creditor Notice will be mailed to all known
Unimpaired Creditors, with similar information. Finally, the
Debtors propose to publish the Confirmation Hearing Notice in
the national edition of The Wall Street Journal, The Denver
Post, and any other newspaper or publication that the Debtors
deem appropriate not later than February 15, 2002 and to post
the Confirmation Hearing Notice on the Debtors Website at
http://www.icgcomm.com

The Debtors believe that the service and publication of the
Confirmation Hearing Notice as described above will provide
sufficient notice to all parties in interest in the Debtors'
chapter 11 cases of the Confirmation Hearing and the form and
manner of and deadline for objections to confirmation of the
Plan. As a result, all parties to the 2002 List and all
creditors and equity security holders will receive well over 25
days notice of the Confirmation Hearing and of the objection
deadline thereto. (ICG Communications Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


IT GROUP: Seeking Court Approval of Intercompany Transactions
-------------------------------------------------------------
Gary A. Rubin, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, tells the Court that The IT Group, Inc.,
and its debtor-affiliates are part of a group of over 135
related entities located throughout the world. Prior to the
Petition Date, the Debtors and their non-debtor affiliates
provided certain limited services to, and engaged in certain
limited intercompany financial transactions with, each other in
the ordinary course of their respective businesses. Accordingly,
the Debtors' books and records reflect intercompany account
balances among the various Debtor entities and Non-Debtor
Affiliates.

The significant Intercompany Transactions and Intercompany
Claims are:

A. The LandBank Transactions - LandBank, Inc., is a Debtor
     subsidiary that purchases, remediates, and sells
     contaminated real estate. When LandBank suffers funding
     shortfalls, IT California transfers general operating funds
     to LandBank on a monthly basis and when LandBank
     successfully sells a parcel of real estate, the profits are
     transferred to IT California. In 2001, a poor performance
     year for the real estate market, the LandBank Transactions
     amounted to a net transfer of approximately $2,500,000 from
     IT California to LandBank.

B. The European Transactions - IT California also undertakes
     Intercompany Transactions with IT Europe, and other
     European subsidiaries and affiliates of the Debtors on an
     as-needed basis. When the European Entities realize
     profits, the European Transactions run in favor of IT
     Group. In 2001, the European Transactions resulted in a net
     Intercompany Transfer of approximately $200,000 to the
     European Entities.

C. The Joint Ventures - Additionally, certain Debtors and Non-
     Debtor Affiliates are parties to four joint ventures that
     require significant Intercompany Transactions. The joint
     ventures includes:

     a. Debtor IT Environmental & Facilities, Inc. is a 23%
          shareholder in SGS, a joint venture based at Kennedy
          Space Center, which manages various operations at
          Kennedy for both the NASA and the U.S. Air Force 45th
          Space Wing. As a 23% shareholder in the SGS joint
          venture, ITEF is responsible for providing 23% of
          SGS's working capital through Intercompany
          Transactions. Over the three years that ITEF has been
          a shareholder in SGS, SGS has generated significant
          profits for the Debtors and in 2001, ITEF realized
          approximately $2,400,000 in revenue from SGS.

     b. ITEF is also a 45% shareholder in a joint venture that
          manages certain operations of NASA's Stennis Space
          Center at the University of Mississippi in Hancock,
          Mississippi. Approximately two years ago, ITEF made a
          one-time Intercompany Transfer of approximately
          $3,300,000 as an initial investment into Stennis and
          since that time, ITEF has realized a permanent gross
          return of approximately $800,000.

     c. IT Environmental, a Non-Debtor Affiliate, is a
          shareholder in two joint ventures in Australia:
          Docklands and Enterra, both of which concern
          remediation of contaminated real estate for future
          economic development. IT Environmental is currently
          involved in arbitration with the Australian government
          over change orders in the Docklands and Enterra joint
          ventures. IT Environmental expects that the Docklands
          arbitration will result in an award in favor of IT
          Environmental of approximately $2,800,000 in February
          2002. After the conclusion of these Arbitrations, the
          Debtors do not anticipate that it will be necessary to
          continue to fund IT Environmental's operations.

D. Business Development Transactions - The Debtors also have
     business development officers in Central and South America.
     The Business Development Transactions amounted to
     approximately $20,000 in 2001.

E. The Roche Claim - Debtor IT International Holdings, Inc.
     also maintains a significant positive balance on an
     Intercompany Claim with Roche Limited Consulting Group, and
     its subsidiaries. Currently, the balance Intercompany Claim
     between Roche and ITIH is approximately $5,000,000 in favor
     of ITIH.

F. Miscellaneous Services - Finally, the Debtors and the Non-
     Debtor Affiliates sometimes perform services on each
     others' behalf. The Debtor directly pays the Non-Debtor
     Affiliate's labor and vendors by wire, and the transaction
     is recorded as payroll and accounts payable, and not an
     intercompany obligation. All prepetition intercompany
     account balances and Intercompany Transactions have been
     frozen as of the Petition Date, and the treatment of
     Intercompany Claims will be determined as part of an
     overall reorganization plan for the Debtors.

Mr. Rubin submits that these Intercompany Transactions reduce
the Debtors' administrative costs, facilitate the performance of
the Debtors' contracts, and, in certain cases, result in tax
benefits to the Debtors. By contrast, if the Intercompany
Transactions were to be discontinued, a number of services
provided by the Debtors and Non-Debtor Affiliates at reasonable
or nominal costs would be disrupted, and the Debtors and the
Non-Debtor Affiliates would be required to seek alternative,
more costly providers of those services. (IT Group Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


INNOVEDA: Annual Revenue Run Rate Tops $80MM After Restructuring
----------------------------------------------------------------
Innoveda, Inc. (Nasdaq:INOV), a leading provider of electronic
product software and services, reported financial results for
the fourth quarter and year ended December 29, 2001, including a
return to profitability as previously forecast. For the fourth
quarter, revenue of $22.1 million and operating income, before
amortization, of $2.6 million exceeded consensus street
estimates. Net income for the quarter was $1.0 million. For the
same period last year, Innoveda reported revenue of $30.8
million, operating income, before amortization, of $4.9 million
and a net loss of $1.2 million.

Revenue for the year ended December 29, 2001 was $91.4 million
and the operating loss, before amortization and unusual charges,
was $2.1 million. Including amortization, restructuring charges
and a non-cash asset impairment charge of $32.9 million, related
to the restructuring completed in August 2001, the net loss for
the year was $42.6 million. For the comparable period last year,
Innoveda reported revenue of $89.9 million, operating income of
$10.1 million, before amortization and unusual charges, and a
net loss of $11.2 million.

At December 29, 2001, the company's balance sheet showed a
working capital deficit of about $5 million.

"The economic challenges of 2001 impacted many electronic design
automation (EDA) customers, causing them to reevaluate all
spending decisions," said President and Chief Executive Officer
William J. (Will) Herman. "By taking action last August to
restructure Innoveda and focus on customers' critical-path needs
in key market segments, we created a business model for
technology leadership and profitability."

                    Fourth Quarter Highlights

During the fourth quarter, Innoveda launched a comprehensive
strategic partner program and continued strengthening its
worldwide sales organization. The company provided co-
verification for Motorola host processors in its
hardware/software co-design product. Innoveda also saw renewed
interest in the area of PCB design. New releases of Innoveda's
PowerPCB and DxDesigner solutions were successfully launched
both in stand-alone and bundled versions with several large
sales during the quarter. The company's electromechanical
business continued to show solid growth, with significant orders
for its TransDesign solution in Q4.

"During 2001 we saw a change in our mix of business," added
Herman. "Compared to 2000, our electromechanical business
increased from 2 to 5 percent of total orders; our PCB business
increased from 68 to 70 percent of total orders, driven by our
high-speed design technology; and our system-level design
business declined from 30 to 25 percent of total orders."

               Business Outlook for Fiscal 2002

"As a result of our restructuring in August 2001, we resized the
company to an annual revenue run rate of approximately $80
million," Herman said. "Based on current market conditions and
the overall economic outlook, we are planning our business in a
fiscally conservative manner for 2002. For the year, we expect
revenue to grow from our current run rate by 10 to 12 percent,
slightly exceeding industry growth forecasts. At this level, our
goal is to achieve an operating margin of 12 percent before
amortization and unusual charges. We are planning on revenue for
the first quarter of the year of approximately $18 million and,
by actively managing expenses, expect to generate modest
operating income, before amortization and unusual charges."

Innoveda, Inc. (Nasdaq: INOV), is a worldwide leader in
electronic design automation (EDA) technology, software and
services for businesses in the consumer electronics, computer,
telecommunications, automotive and aerospace industries. The
company's innovative solutions are intended to empower people
for mission-critical areas of the design process. Headquartered
in Marlboro, Mass., Innoveda has sales offices and research
centers worldwide. Additional information can be found at:
http://www.innoveda.com  


INTEGRATED HEALTH: Panel Hires Bernstein as Litigation Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Integrated Health Services, Inc., and its debtor-
affiliates seek the Court's approval, pursuant to Secs. 328(a)
and 1103(a) of the Bankruptcy Code and Rule 2014 of the Federal
Rules of Bankruptcy Procedure, for the employment and retention
of Bernstein Litowitz Berger & Grossmann LLP as special
litigation counsel for the Committee nunc pro tunc to January
14, 2002.

The Committee reminds Judge Walrath that it filed a motion
seeking authority to prosecute an action or actions on behalf of
the Estates asserting derivative and other causes of actions and
claims.

To avoid any loss of time, prior to any decision on the
Authority Motion, the Committee determined to select BLB&G to
serve as its special litigation counsel.

BLB&G is a law firm of approximately 30 attorneys, having its
principal offices at 1285 Avenue of the Americas, New York, New
York. BLB&G's attorneys have extensive experience, expertise and
knowledge in the field of director and officer liability for
breaches of fiduciary duties and have been successful in
securing recoveries in such matters, including in matters
brought in the Delaware Courts.

BLB&G has acted as lead counsel in many large fiduciary duty
litigations. BLB&G achieved recoveries in matters brought
against, inter alia, the officers and directors of: Cendant
Corporation, 3COM and Assisted Living Concepts, Inc.  In light
of BLB&G's experience, the Committee believes that BLB&G is
qualified to represent it as special litigation counsel in a
cost-effective, efficient and timely manner.

The Committee says it will look to BLB&G:

(a) to commence and pursue in all respects litigation
    prosecuting the Claims;

(b) to attend meetings and negotiate potential settlements;

(c) to appear, as appropriate, before this Court or any other
    court in connection with the prosecution of the Claims; and

(d) to perform all other necessary legal services in the IHS
    cases as is appropriate given the limited purpose and scope
    of BLB&G's retention.

The Committee's current co-counsel, Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, will serve as local Delaware counsel for
the Committee in connection with pursuit of the Claims.

The Committee has determined that it is in the best interests of
the Estates that it be permitted to retain BLB&G as special
litigation counsel to prosecute the Claims on a predominately
contingency basis. The Committee tells the Court that a
contingency based fee arrangement will reduce the out of pocket
costs to the Estate and provide greater incentive to the firm
retained to maximize the recovery to the Estates. In light of
the inherent risks associated with complex litigation, paying a
firm hourly compensation could require a substantial expenditure
by the Estates on an ongoing basis with potentially no benefit
to the Estates.

As described in the BLB&G Letter, BLB&G will be compensated on a
time charge basis at their normal hourly rates for all
professional services rendered through service of an answer in
any litigation commenced or a decision on a motion to dismiss in
such litigation. Thereafter, BLB&G will be entitled to receive
30% of any recovery received on the Claims (the Contingent Fee).
All fees previously paid to BLB&G shall be credited against the
Contingent Fee. In addition, BLB&G will be compensated all
reasonable costs and expenses in connection with prosecution of
the Claims.

All payments to BLB&G for fees and expenses shall be subject to
approval of the Court pursuant to the Court's Order and Secs.
330 and 331 of the Bankruptcy Code.

The Committee is informed that BLB&G's hourly rates range from
$210 for junior associates to $560 for senior partners, subject
to periodic adjustments.

Max W. Berger, a partner of BLB&G, submits that neither he nor
any member or associate of BLG&G represents or is associated
with the Debtors, their creditors or any other party in
interest, except that (i) BLB&G maintains a banking relationship
with Citibank N.A., a creditor in the IHS cases, (ii) BLB&G
represents the Lead Plaintiff in a securities class action
pending in the United States District Court for the Northern
District of California, in which a public company, McKesson
HBOC, Inc. is one of the named defendants. Mr. Berger tells the
Court that neither McKesson Corporation or McKesson HBOC, Inc.
has any relationship with the Debtors' cases. Mr. Berger tells
the Court that "McKesson Drug Company" is a creditor in the IHS
cases but, BLB&G is unaware of any relationship between McKesson
Corporation and McKesson Drug Company.

Mr. Berger also submits that BLB&G holds no interest adverse to
the Debtors or their estates as to the matters in which the firm
is to be employed, and he believes that BLB&G is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code. (Integrated Health Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


KMART CORP: Dresdner Kleinwort's Success Fee Caps at $17.5MM
------------------------------------------------------------
Kmart Corporation, and its debtor-affiliates ask Judge Kaplan
for an order:

  (i) authorizing them to retain and employ Dresdner Kleinwort
      Wasserstein, Inc., as successor in interest to Wasserstein
      Perella & Co., as financial advisor and/or investment
      banker in these chapter 11 cases; and

(ii) approving Dresdner Kleinwort's proposed fee structure.

Kmart CEO Charles C. Conaway relates that Kmart hired DrKW on
January 17, 2002.  In these chapter 11 cases, DrKW will provide
the Debtors with:

(a) General Financial Advisory and Investment Banking Services.
    DrKW will:

   (1) to the extent it deems necessary, appropriate and
       feasible, familiarize itself with the business,
       operations, properties, financial condition and prospects
       of the Company; and

   (2) if the Company determines to undertake a Restructuring,
       Financing and/or Sale and, if  the Company so requests,
       advise and assist the Company in structuring and
       effecting the financial aspects of such a transaction or
       transactions.

(b) Restructuring Services.  If the Company pursues a
    Restructuring, DrKW will:

   (1) provide financial advice and assistance to the Company in
       developing and seeking approval of a Restructuring Plan,
       which may be a plan under the Bankruptcy Code;

   (2) if requested by the Company, provide financial advice and
       assistance in structuring and/or negotiating the terms of
       any debtor-in-possession financing or "exit" financing to
       be put in place in connection with the Plan;

   (3) if requested by the Company, provide financial advice and
       assistance to the Company in structuring any new
       securities to be issued under the Plan;

   (4) if requested by the Company, assist the Company and/or
       participate in negotiations with entities or groups
       affected by the Plan; and

   (5) if requested by the Company, participate in hearings
       before the bankruptcy court with respect to the matters
       upon which DrKW has provided advice, including, as
       relevant, coordinating, with the Company's counsel with
       respect to testimony in connection therewith.

(c) Financing Services.  If the Company pursues a Financing
   (other than as described above) and the Company so requests,
   DrKW will:

   (1) provide financial advice and assistance to the Company in
       structuring and effecting a Financing, identify potential
       Investors and, at the Company's request, contact such
       investors;

   (2) if DrKW and the Company deem it advisable, assist the
       Company in developing and preparing a Financing Offering
       Memorandum to be used in soliciting potential Investors;
       and

   (3) if requested by the Company, assist the Company and/or
       participate in negotiations with potential Investors.

(d) Sale Services.  If the Company pursues a Sale and the
    Company so requests, DrKW will:

   (1) provide financial advice and assistance to the Company in
       connection with a Sale, identify potential acquirors and,
       at the Company's request, contact such potential
       acquirers;

   (2) at the Company's request, assist the Company in preparing
       a Sale Memorandum, to be used in soliciting potential
       acquirors; and

   (3) if requested by the Company, assist the Company and/or
       participate in negotiations with potential acquirors

Under the January 17 Engagement Letter, the Debtors agree to pay
DrKW:

   (1) Subject to a $17,500,000 aggregate cap:

       (a) an up-front $112,500 financial advisory fee;

       (b) a $225,000 monthly financial advisory fee;

       (c) a $12,500,000 Transaction Fee if a Restructuring is
           consummated, less an amount equal to 50% of the up-
           front and monthly fees; and

       (d) 0.4% of the Aggregate Consideration received by Kmart
           from any Sale Transaction orchestrated by DrKW;

       plus

   (2) mutually acceptable customary underwriting discounts,
       placement fees or other compensation in connection with
       any Financing Transaction.

Kmart agrees to broadly indemnify DrKW, but that indemnification
excludes losses arising from any gross negligence  or willful
misconduct by DrKW.

The DrKW Professionals who are currently expected to have
primary responsibility for providing services to the Debtors
are:

       Name                Position            Resident Office
       ----                --------            ---------------
   Henry S. Miller      Vice Chairman            New York
                          & Managing Director
   Kenneth I. Tuchman   Vice Chairman            New York
                          & Managing Director
   Jeffrey H. Cohen     Managing Director        New York
   Kathleen Kress       Managing Director        New York
   Christopher Davino   Director                 New York/London
   Derex Walker         Vice President           New York
   Robert Miller        Associate                New York
   Jonathan Meltzer     Analyst                  New York
   James Shillito       Analyst                  New York
   Geoff Duncombe       Analyst                  New York
   Dan Sugar            Analyst                  New York


Henry S. Miller tells the Court he is confident that DrKW is
disinterested within the meaning of 11 U.S.C. Sec. 101(14).  Out
of an abundance of caution, Mr. Miller discloses that:

(1) DrKW and its affiliates that are part of the Investment
    Banking Division may have worked with, and continue to work
    with and share mutual clients with, certain law firms and
    accounting firms who represent parties-in-interest in these
    cases in matters unrelated to these chapter 11 cases.

(2) DrKW has several hundred employees and the Investment
    Banking Division has over 8,000 employees. It is possible
    that certain of these individuals hold interests in mutual
    funds or other investment vehicles that may own debt or
    equity interests in the Debtors.

(3) In the ordinary course of its business, Dresdner Bank AG may
    have, directly or-through one of its subsidiaries or
    affiliates, extended loans or provided financing to
    creditors and parties-in-interest in these cases. Mr. Miller
    has determined that an affiliate of Dresdner Bank AG -- DrKW
    Grantchester -- has a de minimis position in respect of
    certain of the Debtors' unsecured bonds. As noted in the
    Engagement Letter, Grantchester, a trading entity has been
    and will continue to be fully screened from the Investment
    Banking Division and other personnel on this matter.  Mr.
    Miller also understands that an affiliate of Allianz may
    hold Kmart bank debt.  Neither DrKW nor the personnel
    working on the Kmart engagement has any working relationship
    with Allianz or its subsidiaries and affiliates. In each
    case, the loans represent a de minimis amount of the
    outstanding principal amount of all outstanding loans made
    by Dresdner Bank AG and its subsidiaries and affiliates.

(4) Dresdner Bank AG, in the ordinary course of its business and
    unrelated to these cases, may hold the securities or
    liabilities of certain parties-in-interest in these cases in
    accounts on behalf of its customers or in proprietary
    accounts for its sales and trading activities.

(5) In order to maintain an investment strategy which tracks the
    Standard & Poor's 500 Index, Dresdner Bank AG may hold
    shares of certain Interested Parties which are listed on the
    Standard & Poor's Index for similar purposes.

(6) Dresdner Bank AG, unrelated to these cases, may have held in
    the past, may currently hold, or may hold in the future, de
    minimis amounts of securities of certain of the
    parties-in-interest in these cases other than the Debtors or
    their affiliates.

(7) In the ordinary course of its business and unrelated to
    these cases, Dresdner Bank AG, in connection with its sales
    and trading business, has trading relationships with certain
    parties-in-interest which includes short-term credit
    exposure unrelated to the clearance of trades.

(8) In the ordinary course of its business, and unrelated to
    these cases, Dresdner Bank, in connection with its
    commercial lending business; acts as an agent for and
    participates in commercial loan syndicates of certain of the
    creditors in these cases. (Kmart Bankruptcy News, Issue No.
    2; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KMART CORPORATION: Receives Court Approval of First-Day Orders
--------------------------------------------------------------
Kmart Corporation (NYSE: KM) reported that it has made
significant progress in its reorganization in the past week,
including finalizing and receiving interim court approval for a
$2 billion debtor-in-possession credit facility, receiving court
approval to continue providing wages and benefits to associates,
and receiving assurances from many of its key vendors that they
are resuming merchandise shipments under normal terms.  The
Company also noted that it has received strong support from
customers and the communities it serves across the nation.

Charles C. Conaway, Kmart Chief Executive Officer, said,
"Although it is just the beginning of what will be a long road
for Kmart, we accomplished a great deal during the first week of
our reorganization.  We are pleased with the prompt approval by
the court of our 'first day motions,' which, taken together,
will enable the Company to operate without interruption and meet
normal business obligations.  Moreover, the commitments we have
received from the vendor community have allowed us to remain
focused on serving customers, a top priority during the
restructuring process."

Conaway continued, "We are extremely grateful for the
overwhelming support we've received in the past week from
customers, our vendor partners and associates.  Judging from the
calls, emails and letters we've been receiving, it is clear that
there are a lot of people who love Kmart and are willing to go
the extra mile to help make sure we come through this process a
stronger and healthier company."

On Tuesday, January 22, 2002, Kmart and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
chapter 11 of the U.S. Bankruptcy Code.  Later that day, the
U.S. Bankruptcy Court for the Northern District of Illinois
approved "first day motions" that are intended to support the
Company's employees, customers and vendors, and provide other
forms of operational and financial stability as Kmart proceeds
with its reorganization.

The first day court orders include several that allow the
Company to provide ongoing support to its associates, including
payment of pre-petition and post-petition wages, salaries,
incentive plans, medical, disability, severance, vacation and
other benefits.

The court also granted interim approval for $1.15 billion of a
new $2 billion debtor-in-possession (DIP) credit facility, which
allows the Company to continue operations, pay employees and
purchase goods and services.  Kmart has since finalized its
agreement with the bank group providing the DIP facility, and
hearing for final approval of the full facility is scheduled for
March 6.  The DIP credit facility is being provided by a group
of banks led by JPMorgan Chase Bank, Fleet Retail Finance Inc.,
General Electric Capital Corporation and Credit Suisse First
Boston.

Following the court's interim approval of the DIP facility,
Kmart has received notification from a significant number of key
vendors that they have resumed shipments to the company on
normal terms, and many others have indicated that they intend to
do so shortly.  To support the resumption of normal trade terms,
Kmart sought and has received permission from its bank group to
provide a second lien on the company's assets to those vendors
who resume normal terms with the company within the first 60
days of the reorganization.

The court also gave its authority to allow Kmart to reject
unexpired real property leases and approved procedures for
rejecting other unexpired leases, covering a total of
approximately 350 previously closed locations.  This initiative
will result in annual cost savings of approximately $250 million
when completed.

More information about Kmart's reorganization case is available
at the following toll-free numbers: Associates - (877) 638-8856;
Customers - (877) 475-6278; Vendors and Suppliers - (877) 453-
5693.  The case has been assigned to the Honorable Chief Judge
Susan Pierson Sonderby under case number 02B-02474.  Additional
information on the case can be obtained via the Internet at
http://www.ilnb.uscourts.gov  

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,
http://www.bluelight.com  

DebtTraders reports that KMart Corp.'s 9.375% bonds due 2006
(KMART10) are trading in the low 40s. For real-time bond pricing
see http://www.debttraders.com/price.cfm?DT_SEC_TICKER=kmart10


LTV CORP: Exclusive Plan Filing Period Extended to June 7
---------------------------------------------------------
Judge Bodoh extends the exclusive period during which The LTV
Corporation, and its debtor-affiliates may propose and file a
plan of reorganization to and including June 7, 2002, and the
exclusive solicitation period to and including August 7, 2002,
without prejudice to the rights of the Debtors to seek
additional extensions of the exclusive periods. (LTV  Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


LA QUINTA: Fitch Affirms Senior Unsecured Notes' Rating at BB-
--------------------------------------------------------------
Fitch has affirmed the 'BB-' rating on La Quinta Corporation's
(NYSE: LQI) senior unsecured notes. At the same time, the rating
on LQI's preferred securities has also been affirmed at 'B'. The
ratings have been removed from Rating Watch Negative where they
were placed on Sept. 18, 2001, following concerns related to the
events of September 11th. The Rating Outlook is Negative.

The affirmation is based on LQI's position in the mid-scale
segment (without food and beverage) of the lodging market, which
has been less impacted by the events of September 11th and the
economic downturn. LQI has benefited from the 'trade-down'
effect, where business travelers who normally stay in full
service hotels choose lower priced limited service hotels
instead. In addition, approximately one-third of LQI's hotels
are located near main highways, which have been outperforming
airport and urban locations. While RevPAR during the second half
of 2001 is expected to be significantly lower compared to 2000
and negative RevPAR comparisons will likely continue into the
first half of 2002, LQI's lower operating leverage than full
service hotels allows the company to better reduce costs.

In addition, LQI's net leverage is solid relative to the rating
category. In particular, net debt/EBITDA at Sept. 30, 2001, was
approximately 3.2 times. LQI has significantly reduced debt
through the sale of the company's healthcare assets and net debt
has been reduced by approximately $1.6 billion to under $1.0
billion since Dec. 31, 1999. While Fitch expects net leverage to
peak at or a little above 4x during the first half of 2002, net
leverage should begin to show gradual improvement during in the
second half of 2002.

LQI has also completed its corporate restructuring transforming
from a paired shared real estate investment trust (REIT) to a C-
Corporation with a REIT subsidiary, allowing the more focused
company to grow its lodging business.

The Negative Rating Outlook reflects the continuing challenging
lodging environment, which could result in lower-than-expected
EBITDA. In addition, LQI's bank agreement contains minimum
lodging EBITDA and maximum leverage tests (amongst other
covenants), which on a trailing 12-month basis, may need to be
amended. Fitch will also focus on LQI's use of cash flow, asset
sale proceeds and its balance sheet as the company embarks on
its growth initiatives.

At Sept. 30, 2001, there were no borrowings under the LQI's $225
million revolver (excluding letters of credit) and cash was
around $145 million. Debt maturing in 2002 is approximately $37
million in notes and $315 million in 2003. Debt maturing in 2003
includes $135 million in term loans, $30 million in MTNs, $2
million in mortgage notes and assumes $148 million in notes due
2026 are put to the company in 2003.


LEINER HEALTH: Names Robert Reynolds as Chief Financial Officer
---------------------------------------------------------------
Leiner Health Products announced the appointment of Robert
Reynolds as Chief Financial Officer effective immediately.

Mr. Reynolds served as Chief Financial Officer and Chief
Operating Officer of Weider Nutrition International from 1990 to
1999, where he consolidated the company's manufacturing
facilities and transitioned the business from a limited niche
market sports nutrition business to a diversified mass market
vitamin enterprise. He most recently held a position with Luxul
Corporation, which he co-founded and served as Chief Executive
Officer. Mr. Reynolds is a CPA, and earned masters and bachelors
degrees in accounting from Utah State University.

Robert Kaminski, Chief Executive Officer, said, "Rob's
appointment is an important step in Leiner's restructuring
process and is part of our effort to recruit strong new
leadership in the company. His experience in the nutritional
products industry and his proven financial and operational
skills are uniquely suited for Leiner's business."

Robert Reynolds, Executive Vice President & Chief Financial
Officer, said, "I am excited by the opportunity to join Leiner
as it implements and completes its financial restructuring, and
I am looking forward to working with the Leiner team as we
continue to build on the Company's market leadership."

Leiner Health Products Inc., headquartered in Carson,
California, is one of America's leading vitamin, mineral,
nutritional supplement and OTC pharmaceutical manufacturers. The
company markets products under several brand names, including
Natures Origin, YourLife(R) and Pharmacist Formula(R). At June
30, 2001, the company reported a total stockholders' equity
deficit of over $120 million. For more information about Leiner
Health Products, visit http://www.leiner.com


LODGENET ENTERTAINMENT: S&P Affirms Low-B Ratings
-------------------------------------------------
Standard & Poor's affirmed its ratings on LodgeNet Entertainment
Corp., and removed them from CreditWatch where they were placed
with negative implications on October 5, 2001. The current
outlook is stable.

The rating action is based on Standard & Poor's view that
LodgeNet's profitability and credit profile will hold up better
than initially expected following the material decline in
business and leisure tra vel that followed September 11, 2001.

The ratings reflect LodgeNet's growing market share and room
base, solid margins, and the relative stability provided by
long-term contracts. These factors are balanced by the company's
negative discretionary cash flow, its reliance on debt to
finance its expansion, and the limited growth potential of this
market niche.

The operating environment remains challenging with occupancy
rates in the lodging industry, a key driver of LodgeNet's
performance, well below levels of a year ago. Still, occupancy
has improved steadily since the sharp falloff that followed
September 11. LodgeNet's operating results have shown more
resilience because approximately two-thirds of its room base is
in suburban and highway locations that have been among the least
affected categories in the industry. In addition, the company
has reduced expenses and capital expenditures to support its
profitability and cash flow.

These factors helped the company exceed its revised guidance for
the third quarter ending September 30, 2001, and allowed it to
increase its projections for the fourth quarter. Standard &
Poor's expects that these factors combined with LodgeNet's
expanding room count and growing number of more robust digital
systems, should enable the company to continue to maintain or
improve its revenue and EBITDA. Nonetheless, the weak travel
climate will mitigate the extent of any improvement and should
pressure profit margins. In addition, results will continue to
be influenced by the fluctuating quality of the content that it
delivers.

LodgeNet is one of two dominant providers of interactive
television to the lodging industry in the U.S. and Canada.
Services include movies on demand, video games, music, and
Internet-enhanced television, as well as video bill review and
checkout. While industry growth prospects remain modest,  
LodgeNet should continue to post room and market share gains as
a result of its contract to convert Hilton-owned properties to
its system from that of its primary competitor over the next
several years.

LodgeNet currently projects that EBITDA for 2002 will increase
by 2% to 10% from the amount for the 12 months ending September
30, 2001. Within these projections is the assumption that
average occupancy rates for LodgeNet's properties will remain
meaningfully below last year's levels but that they will
gradually improve over the course of the year, which is
consistent with most industry forecasts. Debt to EBITDA for the
12 months ending September 30, 2001, stood at 4.4 times and
EBITDA coverage of interest was 2.5x. Continued expansion and
room upgrades coupled with lower profit growth will keep
discretionary cash flow negative and will pressure debt levels.
As a result, LodgeNet will need to closely monitor its expenses
and profitability. A shortfall in projected profitability or an
increase in debt levels could jeopardize compliance with
tightening financial covenants and may require the company to
slow its expansion.

                       Outlook: Stable

Ratings stability will depend on the company's ability to
sustain and modestly improve its key credit statistics in a
manner that enables it to maintain compliance with tightening
financial covenants.

            Ratings Affirmed and Removed from CreditWatch

     LodgeNet Entertainment Corp.                Ratings
        Corporate credit rating                    B+
        Senior secured bank loan rating            B+
        Senior unsecured debt                      B


LODGIAN INC: Chapter 11 Filing Affects LB Commercial's Ratings
--------------------------------------------------------------
LB Commercial Conduit Mortgage Trust II's commercial pass-
through certificates, series 1996-C2 $201.3 million class A and
the interest only class IO are affirmed at 'AAA' by Fitch. The
following classes are also affirmed: the $27.8 million class B
at 'AA', the $23.8 million class C at 'A', the $15.9 million
class D at 'BBB' the $7.9 million class E at 'BBB-', the $21.9
million class F at 'BB', the $13.9 million class G at 'B' and
the $6 million class H at 'B-'. Fitch does not rate the $8.6
million Class J. The rating affirmations follow Fitch's review
of the transaction after Lodgian, Inc., filed for chapter 11
bankruptcy protection in December 2001.

Lodgian, Inc., is an owner and operator of hotels across the
United States and own nine hotels in this transaction, $32.3
million or 9.85% as of the December 2001 distribution date. At
this time Fitch does not expect any losses associated with these
loans. Two groups of loans are crossed, one with five loans, and
one with three loans. However, Fitch is watching this portfolio
closely due to several issues; including the high percentage of
loans in special servicing, loans with debt service coverage
ratios less than 1.00 times, and the high percentage of loans
backed by the most volatile property types, hotel (34.2%) and
retail (33.6%).

At Fitch's 2001 annual review, all ratings were affirmed as a
result of pool paydown offsetting the steady to declining
performance of the loans. At this time, Fitch is able again to
affirm all classes for these reasons even with the bankruptcy of
Lodgian and the negative affect this event has on the pool. The
Lodgian loans consist of nine loans: two sets of cross-
collateralized and cross defaulted loans of five and three, and
one other loan. The current combined balance of these loans is
$32.3 million, or 9.85%. They are located in five Midwestern
states and Georgia, and include six different hotel flags. The
loans continue to perform, however, using year-end 2000
operating history, the weighted average debt service coverage
ratios (DSCR) have declined from 1.46 times at issuance to 1.33x
at year-end 2000. Using year-to-date third quarter 2001
information compiled by the master servicer, GMAC Commercial
Mortgage Corp., the DSCR rose to 1.42x. The special servicer,
CRIIMI MAE Services is in its initial phase of research
regarding these loans and recent information is not available at
this time. However, due to the crossed nature of the loans, the
five years of seasoning and the continued performance, Fitch is
not expecting losses.

The transaction has paid down an additional 2% to 18% total
since Fitch's October 2001 annual review, from $397.2 million to
$327.1 million as of the January 2002 distribution date. The
deal continues to be geographically diversified, with
concentrations in Georgia (11.4%), Florida (11.4%), California
(10.8%), New Jersey (10.4%) and Texas (6.1%). This
diversification is seen as a strength, however, Fitch is
concerned that 34% of the deal is backed by hotel properties and
33.6% is backed by retail.

The overall weighted average DSCR for the loans that reported
year-end 2000 operating information, 80%, was 1.52x at year-end
compared to 1.48x at issuance. The top ten loans comprise 32% of
the overall transaction balance. Seven of the ten reported year-
end 2000 information and the DSCR declined to 1.01x at year-end
compared to 1.46x at issuance.

Not including the Lodgian hotels, there are three loans in
special servicing comprising approximately 6% of the
transaction. They include the largest loan in the pool, a retail
property in Rockville, Maryland which has remained current, a
real estate owned hotel property (REO) located in Oxford,
Mississippi, and a multifamily property in foreclosure located
in Lodi, New Jersey. There are two loans that are one month
delinquent (2.5% of the pool) and one loan (1%) two months
delinquent.

Fitch analyzed the entire pool based on current performance. In
addition, loans of concern including the Lodgian loans, other
loans in special servicing, delinquent loans and loans with low
DSCRs were assumed to default with higher than expected
probabilities and severity. The required subordination levels
after this remodeling were sufficient to affirm the current
ratings. However, Fitch will continue to monitor this
transaction closely due to the large portion of loans of
concern, loans with DSCRs less than 1.00x and the high
concentration of hotel and retail properties.


MARINER POST-ACUTE: Selling Shores Health to Mark Travel Corp.
--------------------------------------------------------------
The Mariner Post-Acute Network, Inc. Debtors including MPAN
wholly owned subsidiary AMS Green Tree, Inc., move the Court for
or an order

(1) approving the Asset Purchase Agreement, dated as of May 22,
    2001, and the First Amendment to the Asset Purchase
    Agreement, dated as of August 27, 2001 (collectively, the
    Purchase Agreement), by and between The Mark Travel
    Corporation as buyer and AMS as seller, with respect to the
    sale of The Shores Health and Rehabilitation Institute for
    $1,750,000.00 in cash, subject to certain adjustments and
    prorations (the Purchase Price);

(2) authorizing the sale of the Facility and certain of its
    related assets free and clear of liens, claims, encumbrances
    and other interests and relieved of Transfer Tax;

(3) authorizing the rejection of certain executory contracts
    related to the Facility.

The Facility is owned by owned by AMS. The Debtors closed the
Facility in or around July 2001, in compliance with federal,
state, and local laws. Before its closure, the Facility was a
skilled nursing facility, located at 6925 North Port Washington
Road, Glendale, Wisconsin 53217.

For the nine month period ended June 30, 2001, the Facility
incurred losses before interest, taxes, depreciation, and
amortization of $997,000. Due to the Facility's excessive
postpetition operating losses, the Debtors determined to sell
the Facility. For several months prior to closing the Facility
in June 2001, AMS listed the Facility with Marcus & Millichap
(the Broker), which actively marketed the Facility. The Broker
ultimately received only one offer, that of the Buyer for
approximately $1.75 million. The Buyer informed the Debtors that
it intends to raze the Facility and construct a new building to
be used for unrelated purposes. The Debtors closed the Facility
in or around July 2001.

A July 2001 limited, restricted appraisal obtained by the
Debtors from an independent appraiser valued the Facility's
vacant land at $614,000. Based upon the current economic
conditions in the health care industry, the Debtors believe that
the contributory value of the skilled nursing facility is
minimal, and the Purchase Price offered by the Buyer is clearly
fair in relation to the appraised value of the Facility.

Pursuant to the Purchase Agreement, AMS desires to sell and
assign to the Buyer all of its right, title and interest in the
Real Property, the Personal Property and the Business Records
relating to the Facility.

In exchange for the Assets, the Buyer shall pay to AMS
approximately $1,750,000.00 in cash, subject to certain
adjustments and prorations (the Purchase Price). After such
adjustments and prorations are made, AMS estimates that its net
proceeds will be approximately $1,600,000.00. The Buyer has
escrowed a $30,000 deposit which is non-refundable so long as
AMS's senior secured prepetition lenders consent to the Sale and
the Sale is approved by this Court.

Because AMS intends to sell the Facility and thereafter cease
the operation and maintenance of it, the service contracts
related to the Facility will be unnecessary and burdensome to
AMS's estate upon the Closing Date of the Sale. Accordingly, AMS
and the Buyer have agreed that AMS is not and will not be
obligated to assume or assign to the Buyer the Service
Contracts, and that the Service Contracts will be deemed
rejected effective as of the Closing Date.

The Debtors represent that the proposed Sale is appropriate and
is in the best interests of AMS' estate.

AMS also believes that the Sale must be completed as promptly as
possible. AMS tells Judge Walrath the Buyer, who has offered AMS
substantial value for the Assets and is anxious to close the
transaction as soon as possible, may refuse to purchase the
Assets on grounds of unnecessary delay. Furthermore, by selling
the Assets now, AMS will relieve itself of further maintenance
costs, and will thereby minimize administrative expenses, the
Debtors submit. (Mariner Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MUSEUMCOMPANY.COM: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: MuseumCompany.com, Inc.
             401 East Market Street
             Suite 204
             Charlottesville, VA 22902
             aka MC.COM Merger Corp.  

Bankruptcy Case No.: 02-10116-smb

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             The Museum Company, Inc.      02-10112-smb
             Omnia, Inc.                   02-10114-smb
             Museum Corp.                  02-10117-smb

Type of Business: The Company operates retail stores.

Chapter 11 Petition Date: January 10, 2002

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Alan Barry Hyman, Esq.  
                  Proskauer Rose LLP
                  1585 Broadway
                  New York, NY 10036
                  Tel: (212) 969-3275

Total Assets: $73,477,000

Total Debts: $54,612,000

Debtor's Consolidated List of 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Meade Instruments Corp.     Trade                   $619,005
Scott Roberts
6001 Oak Canyon
Irvine, CA
(949) 451-1450

Westland Giftware           Trade                   $507,862
Ellen Brafman
84 Teed Street
South Huntington, NY
(631) 673-1975

Museum of Modern            Trade                   $505,434
Fred Goldberg
Art/Trade Sales
11 West 53rd Street
NY, NY
(212) 708-9880

Smithsonian Institution     Contract                $500,000
Scott Rockman
420 Lexington
Avenue, Suite 2335
New York, NY
10170

Valerio 888                  Trade                  $415,478
Ian
385 Fifth Avenue
Suite 705
NY, NY
(800) 799-8007

Xonex International, Inc.    Trade                  $348,795
Carol
4400 Renaissance
Parkway
Cleveland, OH
(216) 595-1100 X 111

Green Hill Productions        Trade                 $314,855
Phil Davis
2021 Richard Jones
Road, Suite 180
Nashville, TN
(800) 200-4656 X 114

673 Fifth Avenue Corporation  Lease                 $279,349
673 Fifth Avenue
c/o Kingsville
Investments Inc.
New York, NY 10022

Skadden, Arps, Slate,         Legal fees            $237,180
   Meagher & Flom

H. Weiss                      Trade                 $228,260

K. Goldschmidt Jewelers       Trade                 $224,101

Chronicle Books               Trade                 $217,785

Modern Marketing Concepts     Trade                 $192,650

Art Institute of Chicago      Trade                 $191,751

B.A. Ballou & Co.             Trade                 $185,601

Lagoon Games, Co. Ltd.        Trade                 $171,968

Museum Reproductions          Trade                 $165,914

GCD Consultants, L.L.C.       Contract              $164,000

Authentic Models (USA), Inc.  Trade                 $159,941

Putamayo World Music          Trade                 $156,371

Magnetic Poetry Kit           Trade                 $148,727

Bulova Corporation            Trade                 $145,685

Formglas, Inc.                Trade                 $137,278

Gloster Marketing             Trade                 $135,932

Andrews McMeel & Co.          Trade                 $134,687

Rhino Entertainment/WEA       Trade                 $133,061
   Corp.

Museum of Fine Arts           Trade                 $123,655

Pomegranate Art Books         Trade                 $121,617

Graphique De France           Trade                 $120,470


NATIONSRENT: Court Okays Jones Day as Lead Bankruptcy Counsel
-------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained Court
approval to employ and retain Jones Day Reavis & Pogue LLP as
their lead bankruptcy counsel in their Chapter 11 cases
effective as of the Petition Date.

The post-petition services expected of Jones Day include:

A. Advising the debtors of their rights, powers and duties as
   debtors and debtors-in-possession continuing to operate and
   manage their respective businesses under Chapter 11 of the
   Bankruptcy Code,

B. Preparing 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 the
   Chapter 11 cases,

C. Advising the debtors concerning, and prepare responses to,
   applications, motions, other pleadings, notices and other
   papers that may be filed and served in the Chapter 11
   cases,

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

E. Reviewing the nature and validity of any liens asserted
   against Debtors' property and advising the Debtors
   concerning the enforceability of such liens,

F. Advising the Debtors regarding their ability to initiate
   actions to collect and recover property for the benefit of
   their estates,

G. Counseling the Debtors in connection with the formulation,
   negotiation and promulgation of reorganization plan or
   plans and related documents,

H. Advising and assisting the Debtors in connection with any
   potential property dispositions,

I. Advising the Debtors concerning executory contracts and
   unexpired lease assumptions, assignments and rejections and
   lease restructurings and re-characterizations,

J. Assisting the Debtors in reviewing, estimating, resolving
   claims asserted against the estates,

K. Commencing and conducting the litigation necessary or
   appropriate to asserting rights held by the Debtors,
   protect assets of the Debtors' Chapter 11 estates or
   otherwise help in the Debtors' successful reorganization,

L. Providing corporate governance, litigation and other general
   non-bankruptcy services for the Debtors as requested by
   them, and

M. Performing all other necessary or appropriate legal services
   in connection with the Chapter 11 cases for or on behalf of
   the Debtors. (NationsRent Bankruptcy News, Issue No. 4;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


NORTHSTAR SECURITIES: Commences SIPA Liquidation Proceedings
------------------------------------------------------------
            IN THE UNITED STATES BANKRUPTCY COURT
              FOR THE NORTHERN DISTRICT OF TEXAS
                       DALLAS DIVISION

IN RE:                       :
                             :    ADV. CASE NO 01-3722-HCA
NORTHSTAR                    :
SECURITIES, INC.             :    SIPA LIQUIDATION
                             :
DEBTOR                       :

              NOTICE TO CUSTOMERS AND CREDITORS OF
                   NORTHSTAR SECURITIES, INC.
              AND TO ALL OTHER PARIES IN INTEREST

1.  COMMENCEMENT OF LIQUIDATION PROCEEDING

   NOTICE IS HEREBY GIVEN that on December 12, 2001, the
Honorable Joe Kendall, Judge of the United States District Court
for the Northern District of Texas, entered an order granting
the application of the Securities Investor Protection
Corporation for issuance of a Protective Decree adjudicating
that the customers of NORTHSTAR SECURITIES, INC. (the "Debtor")
are in need of the protection afforded by the Securities
Investor Protection Act of 1970 ("SIPA").  MICHAEL J. QUILLING
was appointed Trustee for the liquidation of the business of the
Debtor, and QUILLING, SELANDER, CUMMISKEY & LOWNDS, P.C. was
appointed as counsel to the Trustee.

   Customer of the Debtor who wish to avail themselves of the
protection afforded to them under SIPA are required to file
their claims with the Trustee within 60 days after the date of
this Notice.  Such claims should be filed with the Trustee at
the following address:

             MICHAEL J. QUILLING, TRUSTEE
             FOR NORTHSTAR SECURITIES, INC.
             PO BOX 50628
             Dallas, TX 75250-0628

   Customer claims will be deemed filed only when received by
the Trustee.  Forms for the filing of customers' claims are
being mailed to customers of the Debtor as their names and
addresses appear on the Debtor's books and records, Customers
who do not receive such forms within seven (7) days from the
date of this Notice may obtain them by writing to the Trustee at
the address shown above or from the following website:  
www.sipc.org

   Claims by broke-dealers for the completion of open
contractual commitments must be filed with the Trustee at the
above address within sixty (60) days after the date of this
Notice.  Such claims will be deemed to be filed only when
received by the Trustee.  Claim forms may be obtained by writing
to the Trustee at the address shown above.

   All other creditors of the Debtor must file formal proofs of
claims with the Trustee at the address shown above within six
(6) months after the date of this Notice.  All such claims will
be deemed filed only when received by the Trustee.

   NO CLAIM OF ANY KIND WILL BE ALLOWED UNLESS RECEIVED BY THE
TRUSTEE WITHIN SIX (6) MONTHS AFTER THE DATE OF THIS NOTICE.  
YOU MUST FILE A CLAIM EVEN IF THE TRUSTEE HAS TRANSFERRED YOUR
ACCOUNT.

II.  AUTOMATIC STAY OF ACTIONS AGAINST THE DEBTOR

   NOTICE IS HEREBY GIVEN that as a result of the issuance of
the Protective Decree, certain acts and proceedings against the
Debtor and its property are stayed as provided in 11 U.S.C. ss
362 and by order of the United States District Court for the
Northern District of Texas entered on December 12, 2001 by the
Honorable Joe Kendall.

III. FIRST MEETING OF CREDITORS

   NOTICE IS HEREBY GIVEN that the first meeting of customers
and creditors will be held on February 8, 2002 at 9:00 a.m., at
the following location:

                  Adam's Mark Hotel
                  400 N. Olive Street
                  37th Floor, Majestic Room #3
                  Dallas, Texas 75201
                  (214) 922-8000

At which time and place customers and creditors may attend,
examine the Debtor, and transact such other business as may
properly come before said meeting.

IV.  HEARING ON DISINTERESNESS OF TRUSTEE AND COUNSEL TO THE  
     TRUSTEE

   NOTICE IS HEREBY GIVEN that February 7, 2002 at 9:15 a.m., at
the United states Bankruptcy Court, 1100 Commerce Street,
Dallas, Texas 75242, has been set as the time and place for the
hearing before the Honorable Harold C. Abramson, United States
Bankruptcy Judge of objections, if any, to the retention in
office of Michael J. Quilling, as Trustee, and Quilling,
Selander, Cummiskey & Lownds, P.C. as counsel to the Trustee,
upon the ground that they are not disinterested as provided in
section 78eee (b)(6) of SIPA.  Objections, if any, must be filed
with the Court and served upon the Trustee not less than five
(5) days prior to such hearing.

                              DATED:  January 21, 2002.

                              MICHAEL J. QUILLING, TRUSTEE
                              Trustee for the Liquidation of
                              Northstar Securities, Inc.


OPTICARE HEALTH: Completes Capital Restructuring with Palisade
--------------------------------------------------------------
OptiCare Health Systems, Inc., (Amex: OPT) announced that it has
completed its previously announced major capital restructuring.  
As a result, the Company said, its debt has been substantially
reduced and its balance sheet and overall financial stability
have been greatly improved.  In the restructuring, through a
combination of pay-downs and debt forgiveness, $34.4 million of
senior secured debt was reduced to $23.6 million.

"This is an extraordinarily fortunate turn of events for the
Company," said Dean J. Yimoyines, M.D., President and Chief
Executive Officer of the Company.  "This transaction not only
alleviates the Company's debt problem but also gives us a solid
financial foundation on which to build."

In connection with the closing of the capital restructuring,
Alan J. Glazer and Raymond W. Brennan tendered their
resignations as directors, and Eric J. Bertrand and Mark S.
Hoffman, of Palisade Capital Management, L.L.C., and Mel Meskin,
retired Vice President -- National Operations for Verizon, were
appointed to serve on OptiCare's Board.  The size of the
Company's  Board of Directors was increased to six members from
the previous five.

In the capital restructuring, Palisade Concentrated Equity
Partnership, LP provided OptiCare with $3.6 million of new cash
in exchange for voting preferred stock, converted $433,000 of
existing debt and accrued interest to voting preferred stock,
and loaned OptiCare $13.9 million.  As a condition to Palisade's
participation in the restructuring, Dr. Yimoyines made an
additional $500,000 investment in OptiCare, $100,000 on the same
terms as the Palisade loan and $400,000 in exchange for voting
preferred stock.

Dr. Yimoyines also converted $54,000 of existing debt and
accrued interest to voting preferred stock.

Palisade's effective ownership of OptiCare's voting stock
(before exercise of warrants issued to Palisade in the
transactions) has risen from approximately 16% to approximately
69%.

OptiCare also entered into an Amended and Restated Revolving
Credit, Term Loan and Security Agreement dated January 25, 2002
with CapitalSource Finance, LLC, under which CapitalSource
maintains with OptiCare a $3 million term loan and a working
capital revolving credit facility of up to $10 million, of which
$6.3 million is outstanding.

The loans from CapitalSource and Palisade are secured by first
and second priority liens, respectively, on substantially all of
OptiCare's assets.

OptiCare Health Systems, Inc. is an integrated eye care services
company focused on managed care and professional eye care
services.  It also provides systems, including internet-based
software solutions, to eye care professionals.


ORBITAL SCIENCES: S&P Downgrades Ratings with Negative Outlook
--------------------------------------------------------------
Standard & Poor's lowered its ratings on Orbital Sciences Corp.
and removed them from CreditWatch, where they had been listed on
November 17, 1999. The rating is withdrawn on the company's bank
line, which is being replaced. The outlook is negative.

The Dulles, Virginia-based firm's business diversity is
significantly reduced because of divestitures, and financial
flexibility is constrained by the need to refinance $100 million
of notes coming due in October 2002. Orbital Sciences sold
numerous operations over several years, using proceeds to
support continuing businesses and to pay down debt, and has
resolved issues related to failed high-risk business ventures
with only moderate cash outlays required. Although the company
is much more focused, internal cash generation is expected to be
modest in the intermediate term.

Ratings on Orbital Sciences reflect a narrow business base in
highly competitive markets, with competition based on
technology, track record, and price. Also, the company's
financial resources are modest. The firm develops, manufactures,
and operates space-related products, including launch vehicles,
satellites, and electronics. Fixed-price contracts, such as for
satellites, carry vulnerability to cost overruns. Orbital
Sciences also incurs occasional launch failures, which can delay
subsequent launch activities and associated cash generation.

Orbital Sciences reported a $64 million net loss from continuing
operations for the first nine months of 2001. However, asset
sales have generated in aggregate about $110 million in pretax
gains. At September 30, 2001, the firm had about $33 million of
unrestricted cash compared with $4 million of short-term debt.
Long-term debt was $105 million, with $100 million due in
October 2002.

                       Outlook: Negative

Operations have been downsized to a base that Standard & Poor's
expects to be modestly profitable. However, near-term financial
flexibility issues remain: ratings incorporate the assumption
that the company will successfully refinance the public debt
coming due in October 2002. Failure to refinance would result in
a default.

            Ratings Lowered; Removed from CreditWatch,
                        Outlook Negative

                                              TO          FROM
   Orbital Sciences Corp.
     Corporate credit rating                  B           B+
     $100 mil. 5% conv. subd. notes due 2002  CCC+        B-

                            Rating Withdrawn

   Orbital Sciences Corp.
     Revolving credit facility                N.R.        B+


ORIUS CORP: Lenders Continue to Forbear through Feb. 28
-------------------------------------------------------
Effective January 15, 2002, Orius Corp. entered into the Fifth
Amendment to the Amended and Restated Credit Agreement, dated
July 5, 2000. The Amendment extends the terms and conditions of
the Fourth Amendment to Amended and Restated Credit Agreement
from January 15, 2002 to February 28, 2002 and includes the
terms and conditions for which the lenders forbear from
exercising their rights under the Credit Agreement and other
loan documents with respect to certain disclosed defaults.

The Amendment also includes the lenders consent to the delivery
of a payment blockage notice by the agent regarding interest
payments under the Senior Subordinated Note. As a result, the
Company is not anticipating the payment of interest on the
Senior Subordinated Notes on February 2, 2002.

Orius is a holding company, headquartered in West Palm Beach,
Florida, with operating subsidiaries engaged in the provision of
telecommunications and broadband network infrastructure on a
national basis. Services include the design, engineering, and
installation of central office telecom equipment, premise-
wiring, and cable. Willis Stein and Partners, a private equity
investor, is the company's majority equity owner.


PANTRY INC: S&P Places Ratings on Watch Negative Over Weak Q1
-------------------------------------------------------------
Standard & Poor's placed its double-'B'-minus corporate credit
and senior secured bank loan ratings and its single-'B'
subordinated debt rating on The Pantry Inc. on CreditWatch with
negative implications.

The CreditWatch placement follows the company's reduced first
quarter 2002 earnings, in which EBITDA was $26.5 million
compared with $31.8 million in the first quarter of 2001.
Gasoline price volatility and the impact of the weakening
economy in key southeastern U.S. markets contributed to these
reduced results. These factors also affected The Pantry's
performance in fiscal 2001, in which lease-adjusted EBITDA
coverage of interest declined to 2.0 times from 2.5x in 2000.

Standard & Poor's will meet with management to discuss these and
other issues and determine their impact on the existing ratings.


PHARMACEUTICAL FORMULATIONS: Makes Payment on 8% Debentures
-----------------------------------------------------------
Pharmaceutical Formulations Inc., made the interest payments due
on December 15, 2001 under its 8% Convertible Subordinated
Debentures Due 2002 on January 14, 2002. Such payments were
within the time frame allowed before such nonpayment would
become an event of default under the debenture indenture.

The Company's common stock returned to trading on the OTC
Bulletin Board, effective on January 16, 2002.

The company makes about 80 types of over-the-counter generic
drugs, including pain relief (ibuprofen accounts for more than
one-fourth of sales), cough and cold, sinus and allergy, and
gastrointestinal relief products. The firm sells to drugstores,
supermarkets, and mass merchandisers; its largest customers
include Costco Wholesale (13% of sales) and CVS (also 13%). The
company has a joint venture with privately-owned contract
packager APG to make and sell such health care products as anti-
fungal aerosol sprays and cough and cold liquids. Pharmaceutical
Formulations is approximately two-thirds owned by ICC
Industries.


RESORT AT SUMMERLIN: Court Extends Exclusive Period to March 15
---------------------------------------------------------------
The Resort at Summerlin Limited Partnership obtained approval
from the U.S. Bankruptcy Court for the District of Nevada for a
further extension of its exclusive period during which to
propose and file a chapter 11 plan and to solicit acceptances of
that plan.  The Debtors' Exclusive Plan Filing Period is
extended until March 15, 2002, while the Debtors' exclusive
right to solicit acceptances of the plan is extended through May
14, 2002.

The Resort at Summerlin filed for chapter 11 protection on
November 21, 2000. Eric J. Schreiner, Esq. and Eve H. Karasik,
Esq., represent the Debtors in their restructuring efforts.


SERVICE MERCHANDISE: Rule 9027 Removal Time Extended to Sept. 30
----------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates
sought and obtained an extension of the time period within which
they may remove pending proceedings up to September 30, 2002 or
30 days after entry of an order terminating the automatic stay
with respect to any particular action sought to be removed.

Paul G. Jennings, Esq., at Sass, Berry, & Sims PLC, in
Nashville, Tennessee, explains that with the Debtors' change of
plans from restructuring to wind-down of business, the number of
actions involved and the wide variety of claims -- the Debtors
need additional time to determine which of the state court
actions will be removed.

Mr. Jennings tells the Court that the time extension will
provide the Debtors sufficient opportunity to make fully
informed decisions concerning the possible removal of the
Actions.  The Debtors further assure Judge Paine that their
adversaries will not be prejudiced by such an extension because
of the automatic stay.  The rights of any other party to any of
the Actions will not be affected either, Mr. Jennings adds.
(Service Merchandise Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SILICON GRAPHICS: Donald Smith & Co. Discloses 5% Equity Stake
--------------------------------------------------------------
Donald Smith & Co., Inc. beneficially owns 5.0% of the
outstanding common stock of Silicon Graphics, Inc., represented
in the 9,770,000 shares held.  The firm holds sole power to
vote, or direct the voting of, and sole power to dispose of, or
direct the disposition of, the stock.

A heavyweight in high-end computing, Silicon Graphics, Inc.,
manufactures servers (about 40% of sales) as well as
workstations used by customers ranging from scientists, graphic
artists, and engineers to large corporations and government
agencies. It also makes modeling and animation software (through
subsidiary Alias/Wavefront) and advanced graphics computers that
are used to create some of Hollywood's most striking special
effects. SGI has sold the supercomputer business it acquired
from Cray Research. It has also spun off its streaming media
software operations (Kasenna) and its microprocessor business
(MIPS Technologies).  At September 28, 2001, the company
reported a working capital deficit of about $93 million.


STYLECLICK INC: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
Styleclick, Inc. (Nasdaq:IBUY), a provider of e-commerce
services and technologies, announced that it has received a
Nasdaq Staff Determination indicating that the Company fails to
comply with the net tangible assets requirement (Marketplace
Rules 4450(a)(3)), or the alternative stockholders' equity
requirement (Marketplace Rule 4450(b)(1)), the minimum bid price
requirement (Marketplace Rule 4450(a)(5)) and the market value
of public float requirement (Marketplace Rule 4450(a)(2)) for
continued listing, and that its securities are, therefore,
subject to delisting from the Nasdaq National Market.

The Company has decided not to appeal the Staff Determination.
Accordingly, the Company expects that its Class A common stock
will be delisted from the Nasdaq National Market at the opening
of business on January 25, 2002, as stated in the Staff
Determination.

Upon delisting, the Company expects to have its Class A common
stock traded on the OTC Bulletin Board. The OTC Bulletin Board
is a regulated quotation service that displays real-time quotes,
last-sale prices, and volume information in over-the-counter
securities. Further information about the OTC Bulletin Board is
available at http://www.otcbb.com  

Independent of the expected delisting from the Nasdaq National
Market, the Company will remain a reporting company under the
Securities and Exchange Commission rules. The delisting of the
Company's Class A common stock from Nasdaq could have a material
adverse effect on the market price of, and the efficiency of the
trading market for, Styleclick's Class A common stock.

Styleclick, Inc. (Nasdaq: IBUY) provides e-commerce services and
technology enabling companies to sell online. Styleclick
integrates its online storefront application and merchandising
and inventory management technology with detailed reporting
systems and back-end fulfillment and customer care to create
feature-rich commerce-driven offerings to help clients expand
sales to customers across the Web. Styleclick's technology
platform has proven scalability and leverages a central CRM-
driven database for comprehensive consumer profiling and direct
marketing capabilities. A majority-owned subsidiary of USA
Networks, Inc. (Nasdaq: USAI), Styleclick operates as part of
USA's Interactive Group. Included among Styleclick's roster of
clients is an alliance with Electronic Commerce Solutions (ECS),
another USA Interactive company, to which Styleclick provides e-
commerce-enabling technology for select ECS third-party clients.


TECH LABORATORIES: Defaults on Outstanding 6.5% Conv. Notes
-----------------------------------------------------------
Tech Laboratories, Inc. (OTC Bulletin Board: TCHL), announced
that an Event of Default occurred Monday under its outstanding
6.5% convertible promissory notes.  The outstanding principal
and interest under the notes is $1,218,099.  The Event of
Default occurred due to the company's non-payment of the first
installment due under that certain Redemption Agreement dated
January 11, 2002, related to the redemption by the company from
the holders of the notes originally issued in October 2000.  

Under the terms of the Redemption Agreement, the holders were
entitled to receive in two installments (i) the first
installment of $750,000 and 300,000 shares of stock on or before
January 25, 2002, and (ii) on or before April 25, 2002, the
second installment of an aggregate of $360,000 plus an
additional $90,000 in cash or common stock, at the election of
the Company, based upon the closing price of the shares of the
Company's common stock on April 18, 2002.

An Event of Default, as defined in the Notes, occurred when the
company did not make the first installment under the Redemption
Agreement of $750,000 and deliver the 300,000 shares on or
before Friday, January 25, 2002, and it allows each holder to
elect to cancel any unfulfilled or future redemption and
conversion and to accelerate payment of all outstanding
principal and interest, or $1,218,099 due under the Notes.

The company's president, Bernard M. Ciongoli, stated, "We were
unable to obtain sufficient financing prior to the due date of
the first installment."   Mr. Ciongoli stated further, "We are
continuing to seek additional financing in an effort to redeem
the Notes.  If financing can be obtained on terms acceptable to
the company, any cure of the Event of Default under the Notes,
and any redemption of the Notes would be subject to approval by
the holders of the Notes."

Tech Laboratories, Inc., is the owner of the DynaTraX Digital
Matrix Switch Technology, which is a protocol independent
digital network management tool.  It resides between the
equipment side and distribution side of a network and allows for
the simple management of entire network structures and multiple
remote networks, all from a single desktop workstation.

Tech Laboratories, Inc., through its subsidiary, Tech Logistics,
Inc., also manufactures and sells an infrared perimeter
intrusion detection system for security and anti-terrorist
activities. For more information on Tech Laboratories, please
visit the company's Web site at http://www.techlabsinc.com


UCAR INT'L: Gets Senior Bank Lenders' Nod for Debt Refinancing
--------------------------------------------------------------
UCAR International Inc. (NYSE:UCR), announced further actions to
strengthen its balance sheet. The Company has finalized
discussions with the U.S. Department of Justice to restructure
the payment schedule for the remaining $60 million due on its
1998 antitrust fine. Currently, the Company is scheduled to make
payments of $18 million in the 2002 second quarter and $21
million in both the 2003 and 2004 second quarters.

The revised payment schedule, which is subject to court
approval, requires a $2.5 million payment in 2002, a $5 million
payment in 2003, and, beginning with the 2004 second quarter,
quarterly payments ranging from $3.25 million to $5.375 million
through the 2007 first quarter. Interest will begin to accrue on
the unpaid balance, beginning with the 2004 second quarter, at
the statutory rate of interest then in effect. The current
statutory rate is 2.13% per annum.

The Company also announced that it has obtained approval from
its senior bank lenders to proceed with a private placement of
senior debt to reduce bank debt. Contingent upon successful
completion of a placement of $250 million, UCAR will also
receive substantial financial covenant relief through 2004, with
full availability of its revolving credit facility.

Gil Playford, Chairman and Chief Executive Officer, stated,
"Successful completion of our current debt refinancing is
expected to significantly improve our capital structure by
securing longer-term capital and significantly reducing
amortization payments through at least 2003. Our business plans
and strategies to grow sales and increase cash flow and
profitability will be greatly enhanced by these balance sheet
improvements."

In conjunction with these initiatives, S&P and Moodys have
announced a change in the Company's rating outlook to stable.
With the improved outlook, the Company's senior implied rating
from Moody's is Ba3 and its corporate credit rating from S&P is
B+. The Company believes that key factors leading to the outlook
change include its industry leading low-cost graphite electrode
position, its ability to deliver cost savings and generate cash
flow during these challenging steel industry conditions, its new
restructuring plan targeting an additional $80 million of annual
savings by 2003 and $75 million of pre-tax proceeds from planned
asset sales, and the strengthening of its balance sheet.

Unaudited 2001 fourth quarter earnings, before non-recurring and
special charges and tax benefits relating primarily to its
previously announced major cost savings plan, including asset
sales and the company's corporate realignment, are comparable
with the 2001 third quarter (i.e. $0.07 per share) and in line
with street estimates. In addition, the company expects to
achieve its net debt target for 2001 year-end of $600 million,
primarily as a result of positive cash flow during the 2001
fourth quarter.

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. It has 13
manufacturing facilities in 7 countries and is the leading
manufacturer in all of its major product lines. The company
produces graphite electrodes that are consumed primarily in the
production of steel in electric arc furnaces, the steel making
technology used by all "mini-mills," and for refining steel in
ladle furnaces. The company also produces carbon electrodes that
are consumed in the manufacture of silicon metal and cathodes
that are used in the production of aluminum. Its subsidiary,
Graftech Inc., produces flexible graphite that is used in high
temperature fluid sealing and gasket applications and is the
basis for highly engineered products and solutions in fuel cell,
electronics and thermal management applications. For additional
information on UCAR, call 302/778-8227 or visit our Web site at
http://www.ucar.com For additional information on Graftech,  
call 216/529-3777 or visit its Web site at
http://www.graftech.com For information on our technology  
licensing and technical services business, visit
http://www.HT2.com


UNITED AIR: Mechanics' Union Accepts Proposed Settlement Pact
-------------------------------------------------------------
United Air Lines Inc. (B+/Watch Neg/--), the principal operating
subsidiary of UAL Corp. (B+/Watch Neg/--), and its mechanics'
union accepted a contract proposed by a Presidential Emergency
Board (PEB). Ratings of UAL and United were lowered January 22,
2001, and remain on CreditWatch with negative implications.

United's acceptance of the contract proposal, which followed
that by the mechanics' union leadership, was not unexpected,
even though the airline expressed "serious reservations" about
the settlement. Once the PEB, appointed in December as part of
the Bush Administration's intervention to avert a strike, had
made its proposal, the airline negotiators were unlikely to
achieve a more favorable outcome through negotiations. Given
that, there was no point in delaying the process further and
risking possible diversion of traffic due to a threatened
strike. Mechanics' union members will now vote on the contract;
if they reject it, they could strike within 30 days unless
Congress imposes the PEB recommendations. Approval appears
likely, because the contract involves substantial pay raises,
though it does not achieve all of the union negotiating
objectives.

Once the mechanics' contract is settled, United will have to
address the need for cost-saving concessions by all labor groups
to reduce its cost structure. The PEB recommendations specify
that the mechanics should participate in such concessions if
other labor groups do, indicating recognition by both sides that
further negotiations will ensue.

DebtTraders reports that United Air Lines' 10.250% bonds due
2021 (UAL1) are trading between 77 and 80. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL1for  
real-time bond pricing.


VIRTUAL GROWTH: Administaff Acquires Accounting Software Assets
---------------------------------------------------------------
Administaff, Inc. (NYSE: ASF), the nation's leading Professional
Employer Organization (PEO), announced it has completed its
previously announced plan to acquire substantially all of the
assets of Virtual Growth Incorporated, an outsourced provider of
Internet-based accounting services for small and medium-sized
businesses.  The primary asset acquired by Administaff is a
customized Web-based accounting software package.  In addition,
Administaff has hired key employees of VGI with expertise to
continue the sales, service and development of the online
accounting service.

When VGI filed for Chapter 11 bankruptcy in mid-December,
Administaff announced a fourth quarter 2001 write-off of $3.7
million related to its investment in VGI over the past two
years.  Subsequently, the company obtained substantially all of
VGI's assets through bankruptcy proceedings for a total cost of
approximately $1.3 million, which included approximately
$600,000 of debtor-in-possession financing loaned to VGI during
the bankruptcy process.

"We are excited about the growth potential represented by this
acquisition," said Paul J. Sarvadi, Administaff president and
chief executive officer.  "Now, in addition to providing our
comprehensive personnel management services, we can begin to
serve the small and medium-sized business community with
financial accounting services that can provide better, more
timely information to help their businesses grow."

Administaff intends to form a separate subsidiary for VGI and
operate the company as a separate business unit.  VGI's service
will be marketed to Administaff's existing client base as well
as other new prospects beginning later this year.  The
operations of VGI are expected to be dilutive to Administaff's
earnings by approximately $0.02 to $0.03 per diluted share in
2002.

Administaff is a leading personnel management company that
serves as a full-service human resources department for small
and medium-sized businesses throughout the United States.  
Administaff ranks number 448 on the Fortune 500 list.  The
company also is included on Fortune's list of "America's Most
Admired Companies," the Forbes Platinum 400 list of the best big
companies in America and the InformationWeek 500 list of leading
information technology innovators.

Administaff's Personnel Management System includes employment
administration, benefits management, government compliance,
recruiting and selection, employer liability management,
training and development, performance management and owner
support.  These core services are complemented by an eBusiness
strategy that includes the Employee Service Center(SM), an
interactive eService platform that provides clients and worksite
employees with information and resources to help maximize the
benefit of their Administaff services.  The Employee Service
Center also features My MarketPlace(SM), an eCommerce portal
that offers value-added products and services from best-of-class
providers such as American Express, AT&T, Bank One, Continental
Airlines, Dell, IBM and Spiegel.

Administaff has 36 sales offices in 19 major markets.  For
additional information, visit the company's Web site at
http://www.administaff.com


WARNACO: Wins Nod to Assume & Assign GJM Contracts to Luen Thai
---------------------------------------------------------------
With the approval of the sale of the GJM Business to Luen Thai
out of the way, the Court further authorizes The Warnaco Group,
Inc., and its debtor-affiliates to:

  (a) assume and assign to the Purchaser, effective upon the
      Closing of the Sale, the Assumed Contracts, free and clear
      of all Interests of any kind; and

  (b) execute and deliver to the Purchaser such documents or
      other instruments as may be necessary to assign and
      transfer the Assumed Contracts and Assumed Liabilities to
      the Purchaser.

Judge Bohanon also orders the Debtors to cure all defaults or
other obligations under the Assumed Contracts arising or
accruing prior to January 17, 2002, at the Closing of the Sale.
(Warnaco Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WARNACO: Appoints John Kourakos as President of Sportswear Group
----------------------------------------------------------------
The Warnaco Group, Inc.,(OTC: WACGQ.OB) announced the
appointment of John Kourakos as President of the Company's
Sportswear group.

Warnaco's Sportswear group includes the Calvin Klein(R) Jeans,
Calvin Klein(R) Underwear and Chaps by Ralph Lauren(R)
divisions.

Mr. Kourakos joins Warnaco with over twenty years of experience
in the apparel industry, including a 15-year association with
the Calvin Klein brand and five years with the Ralph Lauren
brand. Most recently, he was President of Menswear at Tommy
Hilfiger. Prior to that, he was President of Warnaco's Calvin
Klein Underwear and Men's Accessories division. Before joining
Warnaco, he was President of Calvin Klein Menswear at Calvin
Klein, Inc., where he managed the men's lines of Calvin Klein
jeans, underwear and sportswear. Kourakos also served as Vice
President of Sales for the Ralph Lauren Womenswear line and
Senior Vice President of Merchandising for the Calvin Klein line
at Bidermann Industries.

Tony Alvarez, Jr., Chief Executive Officer of Warnaco, said
"John's appointment is an important step in Warnaco's
restructuring process and our efforts to recruit strong new
leadership to take our business forward."

Alvarez continued, "Given John's wealth of specific experience
with the brands in our Sportswear group and his proven
leadership skills, he is uniquely suited to head the Sportswear
group. He has a proven track record of success in managing
sportswear brands, and he has the confidence of our retail
partners, customers, licensors and employees."

As previously announced, Warnaco filed for protection under
Chapter 11 of the U.S. Bankruptcy Code on June 11, 2001. The
Company said that the appointment of Mr. Kourakos was approved
at a hearing in the bankruptcy court yesterday.

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear, better dresses, fragrances and
accessories sold under such brands as Warner's(R), Olga(R), Van
Raalte(R), Lejaby(R), Bodyslimmers(R), Izka(R), Chaps by Ralph
Lauren(R), Calvin Klein(R) men's and women's underwear, men's
accessories, and men's, women's, junior women's and children's
jeans, Speedo(R)/Authentic Fitness(R) men's, women's and
children's swimwear, sportswear and swimwear accessories, Polo
by Ralph Lauren(R) women's and girls' swimwear, Oscar de la
Renta(R), Anne Cole Collection(R), Cole of California(R) and
Catalina(R) swimwear, A.B.S.(R) Women's sportswear and better
dresses and Penhaligon's(R) fragrances and accessories.


ZILOG INC: Transfers to New Headquarters in San Jose, California
----------------------------------------------------------------
ZiLOG,(R) Inc., the Extreme Connectivity Company, announced its
new headquarters in San Jose, Calif. The relocation is the
latest action the company has taken in its reorganization
strategy. ZiLOG estimates the relocation will save the company
approximately $5 million annually.

"We continue to take actions that will return ZiLOG to full
financial health," said Jim Thorburn, ZiLOG's Chief Executive
Officer. "Our new headquarters is only minutes from our former
location and will generate significant cost savings."

ZiLOG's headquarters is located at 532 Race Street, San Jose,
Calif., 95126-3432. The company's contact numbers will remain
the same. The main phone number is 408/558-8500 and fax number
is 408/558-8300.

Thorburn, who rejoined the company in March 2001, has
spearheaded a broad scale restructuring at ZiLOG, which has
included refocusing the business on core products, rationalizing
its manufacturing and reducing its operating costs overall.
These cost savings are projected to amount to $50 million on an
annualized basis.

ZiLOG, Inc. designs, manufactures and markets semiconductors for
the communications and embedded control markets. Headquartered
in San Jose, Calif., ZiLOG employs approximately 900 people
worldwide. ZiLOG maintains design centers in San Jose, Calif.;
Ft. Worth, Texas; Nampa, Idaho; Seattle, Wash.; and Bangalore,
India; advanced manufacturing in Nampa; and test operations in
Manila, Philippines. At September 30, 2001, the company recorded
a total stockholders' equity deficit of around $211 million.


* TeleGeography Says Global Crossing's Bankruptcy Will Not Doom
  Bandwidth Industry
----------------------------------------------------------------
While Global Crossing's finances have failed, its network
infrastructure will remain. The Global Crossing network accounts
for twenty percent of undersea bandwidth connecting the United
States with the rest of the world, according to preliminary
estimates from TeleGeography's forthcoming report,
_International Bandwidth 2002_.

"Global Crossing had a great idea, and they built a formidable
network -- but they got caught between rapidly mounting debt,
and a stalled market for long-haul bandwidth," said
TeleGeography analyst Stephan Beckert. According to estimates
from research group TeleGeography, bandwidth prices between
North America and both Europe and Asia have fallen by more than
50 percent in each of the past 2 years.

The combination of falling prices and debt from network
construction has taken a toll on the companies, such as Global
Crossing (NYSE: GX), that led the bandwidth revolution in the
late 1990s. Although the golden age of bandwidth is over,
today's news does not mark a catastrophic end to the bandwidth
industry. Demand for bandwidth has continued to surge.
TeleGeography reports that Internet service providers -- the
largest users of bandwidth -- provisioned 240 Gigabits per
second (Gbps) of international capacity from the United States
in 2001 -- more than double the amount they used in 2000.

While Global Crossing's bankruptcy may be a tragedy for the
company's investors, who lost billions of dollars, the bandwidth
revolution will continue -- under new ownership. Hutchison
Whampoa and Singapore Technologies will jointly take control of
Global Crossing for $750 million. The Global Crossing purchase
gives the two companies ownership of a core element in the
international capacity market.

TeleGeography, Inc. is the authoritative source for
international telecom statistics and analysis. An independent
subsidiary of Band-X Ltd., TeleGeography publishes reports,
databases, and maps used by thousands of leading communication
companies, consultancies, and financial institutions in over 100
countries. TeleGeography's flagship report -- the self-titled
TeleGeography series -- has been published annually since 1989.
For more information about TeleGeography, visit
http://www.telegeography.com


* Meetings, Conferences and Seminars
------------------------------------
January 31 - February 1, 2002
   American Conference Institute
      Chapter11 Bankruptcy
         The Four Seasons Hotel in Dallas, Texas
            Contact: 1-888-224-2480 or
            www.americanconference.com/conferences/bankruptcy/   
         
January 31 - February 2, 2002
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org

January 11-16, 2002
   Law Education Institute, Inc
      National CLE Conference(R) - Bankruptcy Law
         Steamboat Grand Resort, Steamboat Springs, Colorado
            Contact: 1-800-926-5895 or
                 http://www.lawedinstitute.com

February 25-26, 2002
   American Conference Institute
      Chapter11 Bankruptcy
         Hyatt Regency in Los Angeles, California
            Contact: 1-888-224-2480 or
            www.americanconference.com/conferences/bankruptcy/

February 27-28, 2002
    Information Management Network
       The Distressed Real Estate Symposium
          Crowne Plaza, New York, New York
             Contact: 1-212-768-2800 or dgleyzer@imn.org

February 28-March 1, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, CA
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 3-4, 2002
   Association of Insolvency and Restructuring Advisors
      Business Valuation Conference (Held in conjunction with
      The Norton Bankruptcy Litigation Institute I)
         Park City Marriott, Park City, UT
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

March 3-6, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Park City Marriott Hotel, Park City, Utah
            Contact:  770-535-7722 or Nortoninst@aol.com

March 7-8, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Third Annual Conference on Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

March 8, 2002
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 14-15, 2002
   American Conference Institute
      Commercial Loan Workouts
         The New York Marriott Marquis in New York City
            Contact: 1-888-224-2480 or
                     www.americanconference.com
        
March 20-23, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or info@turnaround.org

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

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

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

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

May 15-18, 2002
   Association of Insolvency and Restructuring Advisors
      18th Annual Bankruptcy and Restructuring Conference
         JW Marriott Hotel Lenox, Atlanta, GA
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

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

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

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

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

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

July 17-19, 2002
   Association of Insolvency and Restructuring Advisors
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

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

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

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

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

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

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

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

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

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                     *** End of Transmission ***