TCR_Public/020225.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 25, 2002, Vol. 6, No. 39     

                          Headlines

AMF BOWLING: 2nd Amended & Modified Joint Plan of Distribution
AMF BOWLING: Fitch Assigns B+ Rating to Proposed Exit Facility
ANC RENTAL: Court Okays Arthur Andersen as Debtors' Auditors
AHEAD COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
ALLEGIANCE TELECOM: Fitch Rates $500MM Credit Facilities at B+

AMERIGAS PARTNERS: EBITDA Drops 22.5% to $17MM in Dec. Quarter
AMERITYRE CORP: Accumulated Deficit Tops $15MM at Dec. 31, 2001
ARKONA: Lacks Sufficient Capital to Meet Immediate Obligations
ATLAS AIR: DebtTraders Keeps SELL Recommendation on Senior Notes
BANYAN STRATEGIC: Inks Pact to Sell Kentucky Properties for $6MM

BEAR ISLAND: S&P Lowers Low-B Rating on Weak Newsprint Pricing
BURLINGTON: Vanguard Fiduciary Discloses 11.04% Equity Stake
CITICORP MORTGAGE: S&P Junks 2 Classes of Series 1990-5 Certs.
COMDISCO INC: Court Extends Exclusive Period to April 15
COMPOSITE INDUSTRIES: Negotiating Private Placement for New Fund

CRESCENT OPERATING: Will Convene Special Shareholders' Meeting
CYPRESS BIOSCIENCE: Enters Agreements for $17M Private Placement
EDISON FUNDING: S&P Lifts Negative Watch on Junk Ratings
EMERITUS CORP: Enters Pacts to Manage Utah & Nevada Communities
ENRON CORP: U.S. Gov't Seeks Stay Relief to End Federal Contract

ENRON WIND ENERGY: Case Summary & 20 Largest Unsecured Creditors
ENRON WIND SYSTEMS: Case Summary & 20 Largest Creditors
FEDERAL-MOGUL: Property Damage Committee Faces Opposition
FRUIT OF THE LOOM: Court OK's Mediation in Dispute with Quiros
GALEY & LORD: Largest Unsecured & Secured Creditors

GALEY & LORD: Employs Dechert as Counsel in Chapter 11 Cases
GALEY & LORD: Taps Rosenman & Colin as Special and ERISA Counsel
GLOBAL CROSSING: Shareholder Group Proposes Pipe Dream Plan
GLOBAL CROSSING: Brings-In Appleby Spurling as Bermuda Counsel
GLOBIX CORP: Postpones Filing Date for Prepack Chapter 11 Plan

GOLDMAN INDUSTRIAL: Seeking Access to $4 Million DIP Financing
HAWK CORP: S&P Hatchets Corporate Credit Rating Down Two Notches
HUNTER TECHNOLOGY: Appoints Receiver to Evaluate Workout Options
IT GROUP: Will Be Paying $1.1M Prepetition Foreign Vendor Claims
INTEGRATED HEALTH: Court Further Extends Removal Time to May 27

INTIRA CORP: Has Until March 31 to Decide on Unexpired Leases
JAM JOE: Delaware Court Fixes April 12, 2002 as Claims Bar Date
KAISER ALUMINUM: Court Okays Payment of $1.8MM Warehouse Claims
KELLSTROM: Wants Schedule Filing Deadline Extended to April 8
KMART CORP: Seeks Approval of Key Employee Retention Program

LAIDLAW INC: Secures Approval to Hire Ernst & Young as Auditors
LODGIAN INC: Court Grants Access to $25 Million of DIP Financing
MARKETING SERVICES: Inks Standstill Pact with Preferred Holders
MATLACK SYSTEMS: Asks Court to Further Extend Exclusive Periods
MCLEODUSA: Gets 90-Day Extension to File Schedules & Statements

METROLOGIC INSTRUMENTS: Defaults on Covenants Under Credit Pacts
NAZARETH LIVING: Continued Losses Spur Fitch to Cut Rating to BB
NETIA HOLDINGS: Files Section 304 Petition in S.D. of New York
NETIA HOLDINGS: Section 304 Petition Summary
NEW FLORIDA PROPERTIES: EWM Takes Over Sale of 144 Condo Units

PACKAGED ICE: Posts Improved 2001 4th Quarter & Year-End Results
PIONEER COMPANIES: Violates Financial Covenant Under Credit Pact
PIXTECH: Has Until March 31 to Meet Nasdaq Europe Requirements
PRINTWARE INC: Will Seek Approval to Adopt Plan of Dissolution
PSINET INC: Holdings Debtor Has Until April 12 to File Schedules

SED INTERNATIONAL: Fails to Comply with Nasdaq Listing Standards
S.O.L.O. BENEFIT: Case Summary & 7 Largest Unsecured Creditors
STC BROADCASTING: S&P Keeping Watch on B Corp. Credit Rating
SPEIZMAN INDUSTRIES: Modifies Credit Pact with SouthTrust Bank
SOFTWARE LOGISTICS: Gets Okay to Sell All Assets to Zomax Inc.

SPEEDFAM-IPEC INC: S&P Junks Ratings Due to Liquidity Concerns
SUPREMA SPECIALTIES: Files Chapter 11 Petition in S.D. New York
TRANSTECHNOLOGY: Closes Sale of German Asset to Barnes for $20MM
US AGGREGATES: Sr. Sec. Lenders Agree to Forbear Until March 16
VELOCITY EXPRESS: Newberger Berman Discloses 24.43% Equity Stake

VLASIC FOODS: VFB LLC Sues Campbell Soup for $250MM in Damages
WA TELCOM: Verso Restructures Payment Due on NACT Acquisition
WEIGH-TRONIX: S&P Hatchets Junk Ratings Down Two Notches to CCC-
WINSTAR COMMS: Has to Make All Lease Payments to CIT Lending

* BOND PRICING: For the week of February 25 - March 1, 2002

                          *********

AMF BOWLING: 2nd Amended & Modified Joint Plan of Distribution
--------------------------------------------------------------
At the Confirmation Hearing, AMF Bowling Worldwide, Inc., and
its debtor-affiliates presented the Court with their Second
Amended and Second Modified Plan of Reorganization, tinkering
with several definitions:

A. Class 4 Distribution, which amount shall be:

     a. the number of the New Series A Warrants multiplied by
          the Ratable Class 4 Portion plus

     b. the number of the New Series B Warrants multiplied by
          the Ratable Class 4 Portion plus

     c. 750,000 shares of New AMF Common Stock multiplied by the
          Ratable Class 4 Portion.

B. Class 5 Distribution means the amount of Unsecured Securities
     to be allocated for payment of Class 5 Claims, which amount
     shall be:

     a. the number of the New Series A Warrants multiplied by
          the Ratable Class 5 Portion plus

     b. the number of the New Series B Warrants multiplied by
          the Ratable Class 5 Portion plus

     c. 750,000 shares of New AMF Common Stock multiplied by the
          Ratable Class 5 Portion.

C. Class 6 Distribution means the amount of Unsecured Securities
     to be allocated for payment of Class 6 Claims, which amount
     shall be:

     a. the number of the New Series A Warrants multiplied by
          the Ratable Class 6 Portion plus

     b. the number of the New Series B Warrants multiplied by
          the Ratable Class 6 Portion plus

     c. 750,000 shares of New AMF Common Stock multiplied by the
          Ratable Class 6 Portion.

D. New Series A Warrants means those Series A warrants, which
     shall be in form and substance reasonably satisfactory to
     the Senior Lender Steering Committee and shall be
     substantially in the form contained in the Plan Supplement,
     to purchase shares of the New AMF Common Stock together
     representing 15% of the fully-diluted shares of New AMF
     Common Stock issued under the Plan, giving effect to the
     shares that will be issued upon exercise of the New
     Warrants in accordance with the terms of the New Warrant
     Agreements relating thereto but without giving effect to
     the exercise of the New Management Options.

E. New Series B Warrants means those Series B warrants, which
     shall be in form and substance reasonably satisfactory to
     the Senior Lender Steering Committee and shall be
     substantially in the form contained in the Plan Supplement,
     to purchase shares of the New AMF Common Stock together
     representing 12.5% of the fully- diluted shares of New AMF
     Common Stock issued under the Plan, giving effect to the
     shares that will be issued upon exercise of the New
     Warrants in accordance with the terms of the New Warrant
     Agreements relating thereto but without giving effect to
     the exercise of the New Management Options.

F. New Warrant Agreements means that certain Warrant Agreement
     relating to the New Series A Warrants and that certain
     Warrant Agreement relating to the New Series B Warrants,
     each dated as of the Effective Date, which shall each be in
     form and substance reasonably satisfactory to the Senior
     Lender Steering Committee and shall be substantially in the
     forms contained in the Plan Supplement. (AMF Bankruptcy
     News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)   


AMF BOWLING: Fitch Assigns B+ Rating to Proposed Exit Facility
--------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to AMF Bowling
Worldwide, Inc.'s proposed revolving credit facility and term
loan and a 'B-' rating to AMF's proposed 13% senior subordinated
notes. The rating outlook is stable.

The ratings reflect the Company's emergence from bankruptcy with
a significantly reduced debt load, stable cash flow generation
from its U.S. bowling centers, recent cost reduction
initiatives, leading market position and brand value, offset by
the weakening performance of the Company's Products and
International Bowling Centers businesses, declines in bowling
center lineage (games bowled per lane per day), a shift from
league play to open play and the mature nature of the business.

The rating on the proposed Exit Facility is further supported by
its senior position in the capital structure and the pledge of
substantially all of the Company's domestic real, personal and
mixed property, including a pledge of all of the capital stock
and other ownership interests of its domestic subsidiaries and
66% of the capital stock of its first tier foreign subsidiaries.
Additional support is provided through the financial covenants
package which includes minimum cash flow, minimum interest
coverage, maximum leverage, maximum capital expenditures,
limitations on acquisitions and indebtedness and mandatory
prepayment requirements. Based on distressed case valuation
scenarios, Fitch believes senior secured lenders would realize
strong recoveries.

AMF is expected to emerge from Chapter 11 upon closure of the
Exit Facility pursuant to its plan of reorganization, which was
confirmed by the bankruptcy court on Feb. 1, 2002. Factors
leading up to the Company's bankruptcy included an aggressive
rollup strategy that resulted in high leverage, an inability to
effectively integrate and realize synergies from the acquired
centers and a downturn in equipment sales and EBITDA, primarily
in Asia.

Under the reorganization plan, the Company will delever
significantly, reducing total debt from $1.2 billion to about
$453 million. Upon emergence, the Company's capital structure
will consist of a $75 million revolving credit facility ($50
million expected to be undrawn upon emergence) maturing in 2007,
a $275 million term loan maturing in 2008, $150 million of
senior subordinated notes maturing in 2008, $3.1 million of
other debt and an estimated $212 million of shareholders'
equity. Based on the Company's post emergence capital structure
and pro forma fiscal year 2001 results, the Company is expected
to exhibit pro forma total adjusted leverage of 4.7 times (Total
debt plus eight times rent expense) divided by EBITDAR) and pro
forma EBITDAR coverage of interest and rent expense of 2.2x.

Two of the primary factors supporting the ratings are more
manageable fixed charges given current levels of cash flow
generation and stable revenue and cash flow generation from the
Company's largest division, U.S. Bowling Centers, which
represented 65% and 81% of the Company's projected revenues of
$701 million and EBITDA of $120 million in 2001, respectively.

Additionally, recent initiatives have been set in place to
improve operating performance. These initiatives include the
installation of a satellite-based point of sale network in each
center that provides daily operating information to the
Company's headquarters and the establishment of central
purchasing and marketing programs. The Company has focused on
improving the quality of individual center management through
the implementation of a structured training program, annual
certification of center managers and the enhancement of
performance-based incentives. Operating performance is managed
through monthly and quarterly center performance evaluations.
The Company also expects to achieve cost savings through the
closure of a small number of underperforming U.S. and
international bowling centers and the renegotiation of certain
center leases with a combined annual savings of $2 million.
Furthermore, the Company has implemented marketing initiatives
such as demographically targeted programs and the improvement
and standardization of the food products offered at the centers.

Further support of the ratings is provided by the Company's
current restructuring strategy for its Products business, which
manufactures bowling products and equipment, and its expected
emergence from bankruptcy. Through the restructuring, the
Company is closing 11 warehouse and distribution facilities and
has reduced head count by 175, which together are expected to
generate approximately $11 million in annual savings. Due to the
Company's Chapter 11 filing and uncertain future, the ability of
the Products business to generate sales for its capital
equipment products was negatively impacted. The Company's
emergence from Chapter 11 should provide customers with some
assurances with respect to the Company's future.

The primary rating concerns consist of the performance
deterioration of the Products and International Bowling Center
businesses, the marginal erosion of lineage experienced by both
the U.S. and international bowling centers and the shift of
revenues from league play to open play. While open play
represents higher margin business, it is more volatile than the
stable cash flows associated with league play, as it depends
more on uncontrollable factors such as weather. The Company is
attempting to address the ongoing decline in league play via new
marketing strategies such as once a month leagues for
individuals that enjoy bowling but are not willing to commit to
bowling once a week. Additional factors affecting the rating
include the mature nature of the business, competition from
other entertainment venues (i.e. movies), exposure to foreign
economic conditions including exchange rates and the Company's
ability to mitigate the impact to its image from the Chapter 11
filing.

AMF, located in Richmond, Va., is the largest owner and operator
of bowling centers in the U.S. (with approximately 7% market
share) and worldwide. AMF operates 400 bowling centers (258
owned and 142 leased) in the U.S. and 115 bowling centers in
eight countries abroad. In addition to its bowling centers, the
Company is a leading manufacturer of bowling products and
equipment with an estimated 40% market share of the global
installed equipment base. The bowling products business includes
the manufacture and sale of bowling equipment such as automatic
pinspotters, automatic scoring equipment, bowling pins, lanes,
ball return, replacement parts and consumer products such as
ball, bags and shoes. The Company also manufactures and sells
billiard tables.

DebtTraders reports that AMF Bowling Worldwide's 12.250% bonds
due 2006 (AMBW2) are trading between 2.5 and 3.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMBW2for  
real-time bond pricing


ANC RENTAL: Court Okays Arthur Andersen as Debtors' Auditors
------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates obtained the
authority from the Court, permitting them to employ Arthur
Andersen LLP as their independent auditors, accountants and tax
consultants and to retain under a general retainer.

Wayne Moor, the Debtors' Senior Vice President and Chief
Financial Officer, relates that Arthur Andersen has been the
Debtors' independent auditors, accountants, and tax consultants
since the Debtors spun off from AutoNation, Inc. on June 30,
2000. Arthur Andersen was the independent auditor, accountants,
and tax consultants of the rental car operations of AutoNation,
Inc. since 1996. By reason of its standing relationship with the
Debtors, Mr. Moor claims that Arthur Andersen has acquired
invaluable knowledge of the Debtors' affairs, which would be
difficult and expensive for another firm to acquire.
Particularly for that reason, the Debtors believe that the
retention of Arthur Andersen as their independent auditors,
accountants and tax consultants is in the best interests of the
Debtors, their estates and their creditors.

Pursuant to a general retainer, Arthur Andersen has rendered
auditing and other services to the Debtors. With the approval
from the Court, Arthur Andersen will render the following
services to the Debtors:

A. perform audit services and limited quarterly review;

B. assist in the preparation of income tax returns through tax
   return review services and render other tax compliance and
   consulting services; and

C. render accounting assistance in connection with schedules
   required by the Court.

In addition, Arthur Andersen will consult with the Debtors'
management and counsel in connection with operating, financial
and other business matters relating to the ongoing activities of
the Debtors.

Michael B. Sullivan, a Partner of Arthur Andersen LLP, informs
the Court that the Firm will charge the Debtors for its
accounting services on an hourly basis in accordance with its
ordinary and customary rates as in effect on the date services
are rendered, subject to normal adjustment from time to time and
other factors plus all reasonable out-of-pocket expenses
incurred by Arthur Andersen in performing its accounting
services. The current hourly rates which Arthur Andersen has
informed the Debtors it charges for the accounting services of
its professionals are:

      Partners/Principals               $535
      Senior Managers/Managers          $390 - $450
      Seniors                           $240 - $270
      Staff and Paraprofessionals       $135 - $185

Mr. Sullivan submits that during the one year period prior to
the Filing Date, Arthur Andersen received approximately $895,200
in fees for services rendered to the Debtors. (ANC Rental
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AHEAD COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Ahead Communications Systems, Inc.
             199 Park Road Extension
             Middlebury, CT 06762

Bankruptcy Case No.: 02-30574

Type of Business: Telecommunications

Chapter 11 Petition Date: February 07, 2002

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtors' Counsel: Craig Lifland, Esq.
                  Zeisler and Zeisler
                  588 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  203-368-4234   

Total Assets: $21,071,000

Total Debts: $23,310,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
General DataComm, Inc.        Undersecured      over $1,000,000
President or Officer
Park Road Extension
Middlebury, CT
06762-1299

Celestica Montreal Inc.                                $260,769
1807 Trans Canada Highway
Kirkland, Quebec, Canada
H9J 3K1

John Cumberton                                         $247,500

Todd Communications                                    $115,293

Richard Bachmann                                       $111,162

Donald Lawson                                          $107,814

Stafford Mead                                          $102,333

Stephen Freeman                                         $96,903

Roger Krall                                             $90,750

Artsitito Lorenzo                                       $90,357

Joseph Birch                                            $80,778

Sanmina                                                 $79,351

Stephen Nichols                                         $78,819

Ranga Anumulapally                                      $78,444

Robert Duggan                                           $70,188

MP1/MRI (Microboard                                     $69,577
Processing Inc.)   

John Turner                                             $68,928

Mark Flores                                             $64,686

Cherokee Electronics                                    $63,898

Klaus Skoge                                             $62,499      


ALLEGIANCE TELECOM: Fitch Rates $500MM Credit Facilities at B+
--------------------------------------------------------------
Fitch Ratings has affirmed Allegiance Telecom's (ALGX) 'B+'
senior secured rating assigned to its $500 million secured
credit facilities and its 'B' senior unsecured ratings assigned
to its 11-3/4% senior discount notes due 2008 and 12 7/8% senior
notes due 2008. The rating outlook for this credit is stable.

The rating confirmation reflects ALGX's ability to continue to
generate strong sequential revenue growth while managing its
expenses in light of a weaker economy and negative industry
sentiment. This performance can be attributed to its strong
management team and relatively conservative financing strategy,
pre-funding its business plan. Fitch believes this performance
should continue, driven by the revenue and cost benefits of its
Integrated Access Service (IAD) offering. Fitch will continue to
monitor the success of this offering from a demand and
provisioning perspective as ALGX's funded business plan and
liquidity position relies upon its success. IAD is important to
ALGX as it generates significantly more revenue per customer
while decreasing SG&A costs as a percentage of revenue. Fitch
will also continue to monitor ALGX's ability to manage its
working capital, expecting a slight improvement in accounts
receivable day sales outstanding from further enhancements to
its back office. Although Fitch is comfortable with the
performance of IAD in 2001, the continued success of the product
is critical in order for ALGX's business model to succeed and
for the company to remain in compliance with its revenue
covenant in 2002. Fitch believes this is possible as IAD line
sales have been increasing at an accelerated pace and ALGX's
back office provisioning has improved to satisfy the demand.
However, Fitch will be closely monitoring the performance of
this product and ALGX's ability to generate positive EBITDA in
4Q'02. Accordingly, if ALGX is unable to perform as expected, a
rating action will be taken.

Unlike many of its CLEC peers, ALGX's revenue mix was not
heavily weighted towards wholesale, reciprocal compensation and
web hosting, leading to a more stable and predictable revenue
stream. That being said, ALGX provides data services to Genuity
Solutions, a dial-up Internet Service Provider that generates
material revenue and EBITDA for ALGX. Inherent in the rating is
the company's exposure to this material customer. Thus, a
material adverse change in the nature of this relationship would
have a dramatic affect on the financial performance of
Allegiance.

A major factor that led to the bankruptcy filings and
recapitalizations of many of ALGX's competitors was their
inability to meet bank covenants. To date, ALGX has not been in
danger of violating any of its covenants. Its most stringent
covenant in 2002 is its quarterly revenue covenant, requiring
$755 million in revenue for 2002 ($155 million 1Q'02; $180
million 2Q'02; $200 million 3Q'02; $220 million 4Q'02). The
current public forecast is $800 million, and Fitch believes if
demand for IAD remains strong and the company is able to
continue to successfully provision the service, it will satisfy
its revenue covenant.

The company is on track to turn EBITDA positive in 4Q'02 and
full-year EBITDA positive in 2003. ALGX entered 2002 with $399
million in cash on its balance sheet and has $150 million
remaining outstanding under its credit facility, which it does
not expect to draw upon further in 2002. Given that its 36-
market buildout is complete, ALGX expects to reduce capital
expenditures from $364 million in 2001 to $225 million in 2002.
By Fitch estimates, the current business model is fully funded.

At the end of 2001, ALGX purchased Intermedia's Internet
backbone assets from WorldCom for an undisclosed amount. This
effectively enabled Allegiance to achieve Tier 1 Internet
status, essentially reducing the company's transit costs.


AMERIGAS PARTNERS: EBITDA Drops 22.5% to $17MM in Dec. Quarter
--------------------------------------------------------------
AmeriGas Finance Corp., a Delaware corporation, was formed on
March 13, 1995 and is a wholly owned subsidiary of AmeriGas
Partners, L.P.  On April 19, 1995, AmeriGas Partners issued
$100,000,000 face value of 10.125% Senior Notes due April 2007.
AmeriGas Finance serves as a co-obligor of these notes. AmeriGas
Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.

     Results Of Three-Month Period Ending December 31, 2001

Temperatures based upon national heating degree days were 15.3%
warmer than normal in the 2001 three-month period compared to
weather that was 13.4% colder than normal in the 2000 three-
month period. According to the National Climatic Data Center,
U.S. weather in the 2001 three-month period was the second
warmest in the last 107 years. Although the significantly warmer
weather adversely affected AmeriGas' heating-related sales
volumes, retail gallons sold increased 8.6 million gallons
(3.3%) as a result of the August 21, 2001 acquisition of
Columbia Propane. Additionally, sales to commercial, industrial
and motor fuel customers were negatively impacted by the weaker
U.S. economy in the 2001 three-month period.

Retail propane revenues decreased $38.9 million to $298.8
million reflecting a $50.2 million decrease as a result of lower
average selling prices partially offset by an $11.3 million
increase due to the higher retail volumes sold. Wholesale
propane revenues decreased $27.3 million reflecting (1) a $22.9
million decrease resulting from lower average selling prices and
(2) a $4.4 million decrease as a result of lower wholesale
volumes sold. The lower retail and wholesale selling prices
reflect significantly lower propane product costs in the 2001
three-month period. The average wholesale price of propane at
Mont Belvieu in the 2001 three-month period was approximately 35
cents per gallon compared to 65 cents per gallon in the prior-
year period. Other revenues increased $5.1 million primarily due
to the impact of the Columbia Propane acquisition. Cost of sales
decreased $68.3 million reflecting the lower average propane
product costs.

EBITDA decreased $16.9 million (22.5%) in the 2001 three-month
period as the increase in total margin was more than offset by
(1) a $22.1 million increase in Partnership operating and
administrative expenses and (2) a $2.1 million decrease in other
income. The increase in operating expenses in the current year
includes expenses of Columbia Propane's operations partially
offset by lower volume-driven costs including (1) distribution
costs; (2) employee-related costs including lower overtime and
incentive compensation costs; and (3) uncollectible accounts
expense. Operating income decreased less than the decrease in
EBITDA principally due to the elimination of goodwill
amortization resulting from the adoption of SFAS 142 on October
1, 2001, partially offset by higher depreciation and
amortization resulting from the Columbia Propane acquisition.
The prior-year three-month period includes $5.9 million of
goodwill and excess reorganization value amortization. Other
loss in the 2001 three-month period includes a loss of $0.8
million from the early redemption of $15 million of AmeriGas
Partners Senior Notes and a decline of $2.1 million in the value
of propane call option contracts.

The Partnership's interest expense for the 2001 three-month
period increased $2.8 million primarily due to higher levels of
long-term debt outstanding offset by lower bank credit agreement
borrowings and lower short-term interest rates.

     Results of Full-Year Period Ending December 31, 2001

Temperatures based upon heating degree days were 7.4% warmer
than normal during the 2001 twelve-month period compared to
weather that was 3.7% warmer than normal in the 2000 twelve-
month period. Retail propane gallons sold increased 34.9 million
gallons (4.4%) due to the Columbia Propane acquisition partially
offset by the impact of the warmer 2001 twelve-month period
weather and the slowing economy.

Total retail propane revenues increased $102.0 million
reflecting (1) a $59.5 million increase as a result of higher
average selling prices and (2) a $42.5 million increase as a
result of the higher retail volumes sold. The $3.7 million
decrease in wholesale revenues reflects (1) a $2.2 million
decrease as a result of lower volumes sold and (2) a $1.5
million decrease as a result of lower average wholesale selling
prices. Nonpropane revenues increased $7.5 million to $100.5
million as a result of the Columbia Propane acquisition. Cost of
sales increased as a result of the greater retail volumes sold
and, to a lesser extent, higher average propane product costs.
Propane product costs were significantly higher during the 2001
winter heating season, declining during the second half of the
2001 twelve-month period.

Total margin increased $72.5 million due to higher average
retail unit margins and greater retail volumes sold. Unit
margins, particularly during the second quarter of fiscal 2001,
benefited from gains on derivative hedge instruments and
favorably priced supply arrangements.

EBITDA increased $12.9 million in the 2001 twelve-month period
as the increase in total margin was reduced by a $55.1 million
increase in the Partnership's operating and administrative
expenses and lower other income. The increase in operating and
administrative expenses is due in large part to (1) the impact
of acquisitions, principally Columbia Propane, and growth-
related expenses associated with PPX(R); (2) higher distribution
expenses including higher vehicle fuel and maintenance expense;
and (3) higher overtime and incentive compensation costs.
Operating income increased $9.6 million as the increase in
EBITDA was reduced primarily by greater depreciation expense
associated with Columbia Propane.

The Partnership's interest expense for the 2001 twelve-month
period increased $6.4 million due to higher levels of long-term
debt outstanding offset by lower average bank credit agreement
borrowings and lower short-term interest rates.

The Partnership's debt outstanding at December 31, 2001 totaled
$976.6 million comprising $968.6 million of long-term debt
(including current maturities of $66.5 million) and $8 million
under AmeriGas OLP's Revolving Credit Facility. At December 31,
2001, there were no amounts outstanding under AmeriGas OLP's
Acquisition Facility. AmeriGas OLP's Acquisition Facility and
Revolving Credit Facility expire September 15, 2002. The
Partnership's management intends to renew these facilities prior
to their expiration. In November 2001, AmeriGas Partners
redeemed prior to maturity $15 million face value of its 10.125%
Senior Notes at a redemption price of 103.375%. It expects to
repay $60 million of maturing First Mortgage Notes due April
2002 with a combination of new debt and cash generated by
operations or from borrowings under its Bank Credit Agreement.

At December 31, 2001, the company's balance sheet showed a
working capital deficiency of $78 million.


AMERITYRE CORP: Accumulated Deficit Tops $15MM at Dec. 31, 2001
---------------------------------------------------------------
Amerityre Corporation has historically incurred significant
losses which have resulted in an accumulated deficit of
$14,836,447 at December 31, 2001 which raises substantial doubt
about the Company's ability to continue as a going concern.  

The Company has proprietary and nonproprietary technology for
the manufacturing of flat-free specialty tires for bicycles and
lawn and garden tires from polyurethanes.  Its primary marketing
strategy has been to introduce its products through sales to
original equipment manufacturers, tire distributors and dealers,
and direct market to customers via its internet Web site
http://www.amerityre.com

In October 2001, the Company implemented a plan to place its
products in bicycle shops, hardware stores and tire stores.
Since implementing the plan it has placed its products in over
1,000 retail outlets in 30 states. It is presently negotiating
with retail chains representing several thousand more retail
outlets and its goal is to have its products carried in 10,000
such outlets throughout the United States by the end of December
2002. Dealer locations can be accessed through its website.

Net sales for the three and six month periods ended December 31,
2001 were $66,687 and $90,379, respectively, compared to $14,423
and $66,746 for the comparable periods ended December 31, 2000.
There has been an increase in the sales of Amerityre's products
since implementing its direct marketing plan to retail outlets
in October 2001. Further, its increase in sales during the six
month period ended December 31, 2001 as compared to the same six
month period in 2000 is directly attributed to its shift from
marketing "Lazer"  bicycles to focusing on sales of products
through tire distributorships and dealer networks.

Amerityre experienced a net loss of $766,249 and $1,270,940,
respectively, for the three and six month periods ended December
31, 2001, with a basic loss per share of $0.06 and $0.09, based
on the weighted average number of shares outstanding of
13,528,301 and 13,567,718. For the comparative period in 2000,
the Company experienced a net loss of $1,065,128 and $1,673,829,
respectively, with a basis loss per share of $0.09 and $0.14,
based on the weighted average number of shares outstanding of
11,791,078 and 11,586,741.

At December 31, 2001, Amerityre had an accumulated deficit
during the development stage of $14,836,447, and additionally,
had limited working capital and internal financial resources.
The report of the Company's auditor for the most recent fiscal
year ended June 30, 2001, contains a going concern modification
as to Amerityre's ability to continue.


ARKONA: Lacks Sufficient Capital to Meet Immediate Obligations
--------------------------------------------------------------
From 1996 through late 2000, the primary product of Arkona, Inc.
(formerly Sundog Technologies, Inc.) was a data base technology
called Universal Update. Universal Update allows rapid
integration of business information systems throughout the
enterprise and easy sharing of critical information with remote,
occasionally connected workers and partners around the world.
Until early 2001, the Company worked to develop and sell the
Universal Update technology.

During late 2000 and early 2001, its focus and direction changed
from its Universal Update products  and the mobile computing
industry to its newly acquired Centari Dealer Management
Solution (CDMS) and the automobile dealership management
industry.  In November 2000, the Company acquired  substantially
all of the assets and specific liabilities of Ensign Information
Systems, a developer of automotive dealership software. In late
2000 and early 2001, the Company became concerned over the
amount of additional work required to make Universal Update a
profitable endeavor and, in light of its limited resources,
determined to suspend further development and marketing of
Universal Update and focus resources and attention on CDMS and
the automobile dealership management industry. Its present focus
is to develop the growth potential in the automotive dealership
software industry of its CDMS product.

Arkona's revenues for the quarter ended December 31, 2001 were
$364,777 compared to $45,832 for the same period in 2000. For
the nine months ended December 31, 2001 revenues were $1,666,788
as compared to $117,965 for the same period in the prior year.  
The increase in revenue is due to a  substantial increase in the
sales and implementation of the Company's dealership management
software and associated monthly maintenance and support revenue.  
Revenues of $364,777 during the quarter ended December 31, 2001
represented a substantial decrease from the $683,127 earned in
the quarter  ended September 30, 2001.  The decrease in revenue
from last quarter to this quarter is due to a combination of the
September 11th World Trade Center attacks, the holiday season
and the end of the year for many of the Company's clients.  
After the September 11th World Trade Center attacks, travel
restrictions and consumer confidence hampered the implementation
process in October and early November.  One of Arkona's clients
that was beginning an installation in October decided to put
that  installation on hold. In addition, many of its prospective
clients are on a calendar year for financial reporting and
resist changing systems close to the end. This year-end
resistance, combined with the holidays and compounded with the
events of September 11th made Arkona's third quarter very  
difficult.  The effects of the September 11th terrorist attacks
are still being felt, but the Company has seen sales in the
fourth quarter increasing  and it appears that business will for
the most part return to normal by the end of its fiscal year
March 31, 2002.

The net loss for the quarter ended December 31, 2001 was
$665,022 compared to a loss of $22,306,886 for the quarter ended
December 31, 2000. The loss of $22,306,886 for the quarter ended
December 31, 2000 resulted from Arkona's sale to Envision
Development Corp. of Arkona's interest in Qui Vive Inc. in April
of 2000.  During the quarter ended December 31, 2000, Arkona was
required to write down to zero the value of the stock received
from Envision for its interest in Qui Vive, Inc. after Envision
ceased operations.

For the nine months ended December 31, 2001 the net loss was
$3,571,635 compared to a loss of  $3,443,253 the nine months
ended December 31, 2000.  Without the charge for deferred
compensation, the loss for the nine-month period ended December
31, 2001 was $1,791,536.  The primary marketing focus for the
quarter continued to be establishing Company identity in the
marketplace and building a secure platform for future growth,
including recruiting the key personnel and business partners
required to build end-user solutions.

At December 31, 2001, Arkona had cash and cash equivalents of
$170,088, as compared to cash and cash equivalents of $35,221 as
of March 31, 2001. As of December 31, 2001 and February 12,
2002, the Company did not have working capital sufficient to
meet its short-term obligations.

The Company expects its revenues to continue to increase and
expects to reach break even by the end of this fiscal year.  
Nonetheless, it is unlikely that such anticipated increase in
revenues will be sufficient to fund ongoing operations in the
near future. Arkona will need to raise additional funds to fund
its rapid expansion, to develop new or enhance existing services
or products or to respond to competitive pressures.  There is no
assurance that additional financing will be available on terms
favorable to Arkona, or at all. If adequate funds are not
available or are not available on acceptable terms, Arkona's
ability to fund its marketing and planned product development
programs or otherwise respond to competitive pressures would be
limited.

There is no assurance that Arkona will be able to achieve a
significant level of sales or attain  profitability.  As of
December 31, 2001, the Company has installed its Centari Dealer
Management Suite in approximately 150 car dealerships.  It must
significantly increase the number of dealerships using its
products in order to attain profitability.  It may never
generate significant sales, and its current ability to generate
sales is hampered by the September 11, 2001 terrorist attacks
and  difficulties in installing its software in car dealerships
at a rapid pace. Even if it generates significant sales,
revenues from sales may never exceed associated costs. The
Company's substantial losses may continue indefinitely into the
future.

Having incurred operating losses each year since its inception
in 1992 as of December 31, 2001, Arkona's accumulated deficit
was approximately $18,806,452.  The Company expects to incur
additional losses during the remainder of the fiscal year ending
on March 31, 2002.  Operating expenses are expected to increase
as the Company expands its sales force, installation employees
and technical employees.  Arkona requires additional capital to
meet its short term  obligations and continue development of its
products.

The Company does not presently have working capital sufficient
to meet its immediate term  obligations.  It expects to continue
to rely primarily on outside financing to fund operations for
the near term and cannot assure that additional financing will
be available. If capital were to  continue to be unavailable,
Arkona has indicated that it would be forced to cease
operations.

For these, and other reasons, the Company's accountants have
included an explanatory paragraph on the Company's financial
statements regarding its status as a "going concern".


ATLAS AIR: DebtTraders Keeps SELL Recommendation on Senior Notes
----------------------------------------------------------------
DebtTraders reports that Atlas Air's total operating revenue for
the fourth quarter increased to $283.8 million from $223.7
million during the fourth quarter of 2000. The increase, the
report says, was due to the acquisition of Polar Air on November
1st as well as the substantial business both Atlas and Polar did
for the U.S. military during the fourth quarter. Excluding
Polar, total block hours for Atlas declined 18 percent from the
prior year. Atlas reported a net loss of $8.1 million for the
quarter, which included an aircraft impairment charge of $44.9
million, $24.7 million in federal payments associated with the
events of September 11 and $8 million in additional expense
related to the newly consolidated corporate full year tax
provision. According to Atlas, EBITDAR for the quarter totaled
$79.7 million. According to our calculations, EBITDAR for the
quarter totaled $124.6 million, as the impairment charge taken
in the fourth quarter was a non-cash charge. When we "normalize"
the quarter to back out any business received from the military
as well as one-time government payments, fourth quarter EBITDAR
was approximately $84.7 million.

DebtTraders analyst Michael B. Kanner, CFA, explains, "Although
Atlas has $350 million of cash and investments on its balance
sheet as of December 31, this is substantially lower than the
$508 million at the end of the first quarter and the $461.5
million at the end of the second quarter. If the economy
continues to stay weak for the next several quarters, as we
believe it will, we expect the cash burn at Atlas to continue.
By this time next year, the cash and investments total could be
significantly lower than current levels. The public debt of the
Company consists of $175 million of 9.25% Senior Notes due 2008,
$150 million of 9.375% Senior Notes due 2006 and $150 million of
10.75% Senior Notes due 2005. The bonds are currently trading at
price levels of 82, 83 and 88, respectively (YTWs of 13.64%,
14.40% and 15.32%)."

Thus, Mr. Kanner advises that DebtTraders is reiterating its
SELL recommendation of July 25th on the three issues of Senior
Notes of Atlas Air, Inc. "Everything that has transpired since
our last update on November 6th leads us to believe that Atlas'
business continues to deteriorate. Our SELL recommendation is
based on a combination of relatively low yield (between 13.64%
and 15.32%) and SAFETY rating on all three issues of 50%, which
aggregate to an ATTRACTIVENESS of 50%."

DebtTraders reports that Atlas Air Inc.'s 10.75% bonds due 2005
(ATLAS2) are trading between 90 and 92. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATLAS2for  
real-time bond pricing.


BANYAN STRATEGIC: Inks Pact to Sell Kentucky Properties for $6MM
----------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) said that it has
signed a contract to sell its Louisville, Kentucky property,
known as 6901 Riverport Drive, for a gross purchase price of
$6.05 million.  The purchaser is an entity to be formed by
Daniel Smith of Charlotte, North Carolina.  Entities owned
and/or controlled by Mr. Smith previously managed properties
owned by the Trust in Florida, and jointly owned with the Trust
the Woodcrest property in Tallahassee, Florida.

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

The purchase contract contains a 60-day inspection period during
which the purchaser can conduct various tests and investigations
of the property and the surrounding market.  During the
inspection period the purchaser may terminate the contract
without penalty.

The contract is also subject to the ability of the purchaser to
obtain, within sixty days, suitable financing (as determined in
the purchaser's sole discretion) for the contemplated purchase.  
The purchaser has the right to attempt to assume the existing
industrial revenue bond financing or to seek new financing.  If
the purchaser cannot obtain suitable financing within sixty
days, the purchaser can terminate the contract without penalty.  
Closing must take place within sixty days of the end of the
inspection period (i.e. on or prior to June 21, 2002).

If the sale to Mr. Smith is consummated, the Trust expects to
utilize the proceeds to retire (or, in the event of an
assumption, credit to the purchaser) the existing Riverport
debt, ($3.4 million) and to pay real estate commissions, closing
costs and prorations (approximately $0.5 million), thus
realizing net proceeds of approximately $2.15 million, or
approximately thirteen cents per share.

The Trust added that it intends to continue its policy of making
liquidating distributions to its shareholders when, and as often
as, conditions warrant, including as soon as practical after a
closing.

In other news, the Trust announced that it has been notified by
Nasdaq that because the Trust's shares of beneficial interest
have traded below the minimum of $1.00 per share for the last
thirty consecutive trading days, the Trust now faces delisting
if the bid price of the Trust's shares of beneficial interest
does not close at $1.00 or more per share for ten or more
consecutive trading days between now and May 15, 2002.  The
Trust's shares would be delisted, subject to the Trust's right
of appeal.  The Trust is currently looking into alternatives in
order to provide a market for the exchange of its shares.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust (REIT) that, on January 5, 2001, adopted a Plan
of Termination and Liquidation.  On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction and
now owns interests in three (3) real estate properties located
in Atlanta, Georgia; Huntsville, Alabama; and Louisville,
Kentucky.  As of this date, the Trust has 15,496,806 shares of
beneficial interest outstanding.


BEAR ISLAND: S&P Lowers Low-B Rating on Weak Newsprint Pricing
--------------------------------------------------------------
Standard & Poor's said that it was lowering its ratings on
newsprint producer Bear Island Paper Co. LLC and placing them on
CreditWatch with negative implications as weak newsprint pricing
continues to hurt the Ashland, Virginia-based company's
profitability and cash flow.

Standard & Poor's said that among the rating actions, it was
lowering its corporate credit rating on the company to single-
'B' from single-'B'-plus. The company currently has about $130
million of debt outstanding.

"Bear Island's credit measures, which were already subpar for
the previous rating, are likely to deteriorate further in the
near term", Standard & Poor's credit analyst Pamela Rice
explained. "Demand for the company's newsprint is holding up
relatively well, but prices are not expected to rebound until
industry demand recovers along with the U.S. economy. Standard &
Poor's is concerned that Bear Island's liquidity might shrink
substantially before the economy improves, thereby straining the
company's financial flexibility."

Bear Island produces newsprint, a commodity product subject to
cyclical price swings. Sales are primarily in the mature U.S.
market to major customers located fairly close to the company's
single mill. Bear Island does not own timberlands, so it is
exposed to cyclical and sometimes dramatic changes in virgin and
recycled fiber costs. In addition, the company competes against
much larger and financially stronger newsprint producers in this
consolidating industry.

Standard & Poor's said its analysts will meet with management
shortly to discuss its plans for addressing financial
flexibility.


BURLINGTON: Vanguard Fiduciary Discloses 11.04% Equity Stake
------------------------------------------------------------
Vanguard Fiduciary Trust Company is a trust company organized
under the laws of the Commonwealth of Pennsylvania and is the
beneficial owner of 5,910,713 shares of the common stock of
Burlington Industries, Inc.  The Trust Company shares the power
to vote and dispose of the stock, the amount of which represents
11.043% of the outstanding common stock of Burlington
Industries.

Each participant holding shares of common stock in the Plan
shall instruct the Trustee how to vote the shares of Company
Stock attributable to that participant's account, whether or not
vested.  The Trustee, itself or by proxy, shall vote shares of
common stock attributable to such participants accounts in
accordance with the instruction of such participants. For proxy
votes, if, within five business days prior to any vote of
stockholders, the Trustee has not received instructions from the
participants with respect to any shares of Company Stock in
their accounts, the Trustee may vote such shares at such meeting
in the same proportion as the shares for which the Trustee has
received  timely instructions, subject to applicable law. For
tender votes, if no vote is received from the participant, the
shares will not be voted.

Shares of common stock in the Plan are held in various accounts
and were allocated by the source of contribution (employer, the
predecessor to the employer or the employee).  As of October 31,
2001, no additional money is being allocated to the stock fund.  
Shares of common stock in the Plan may be disposed of by the
Plan or the Trustee only in accordance with the terms of the
Plan. Exchanges out of the stock fund are limited to
diversification for participants over 55 years of age.


CITICORP MORTGAGE: S&P Junks 2 Classes of Series 1990-5 Certs.
--------------------------------------------------------------
Standard & Poor's lowered its rating on classes A-4 and A-7 of
Citicorp Mortgage Securities Inc.'s REMIC pass-through
certificates series 1990-5 to triple-'C' from double-'B'.

The lowered ratings reflect the continuing deterioration of the
performance of the mortgage pool. This series will be monitored
closely as future losses are realized. The spread account is the
only remaining form of credit support, as the subordinate class
had previously been completely eroded. There is one loan
currently in foreclosure with an outstanding principal balance
of $181,966, which exceeds the $31,670 current remaining
available credit support. If a loss resulting from the
foreclosure process exceeds that month's spread amount plus
current credit support, then the certificates will default.

                         Rating Lowered

                                              Rating
                                            To      From

     Citicorp Mortgage Securities Inc.
       REMIC pass-through certificates

       Series    Class        
       1990-5    A-4, A-7                    CCC     BB


COMDISCO INC: Court Extends Exclusive Period to April 15
--------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates sought and obtained a
Court order extending their exclusive period to file a plan to
April 15, 2002 and the solicitation period to June 15, 2002.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, relates that the Debtors are still
in the process of evaluating the possible sale of the various
business.  The evaluation and sale are still on these stages:

  * with respect to the IT Leasing segment, the Debtors have
    selected the bid of another qualified bidder as the highest
    and best bid. The Debtors were negotiating definitive
    documentation with the bidder when the bidder withdrew the
    bid. The Debtors are currently continuing to evaluate
    various alternatives;

  * with respect to Healthcare and Telecommunications segments,
    the Debtors' board of directors determined not to select any
    of the bids received but to evaluate other strategic
    alternatives;

  * with respect to IT Cap Services, a portion of the IT Leasing
    segment, the Debtors selected the bid of T-Systems, Inc. as
    the highest and best bid. The Debtors intend to seek the
    Court's approval of this sale at the omnibus hearing

Ms. Perlman explains that it would be very difficult to file a
plan of reorganization without completing the evaluation of the
various alternatives for the 3 remaining segments.

The Debtors convinced Judge Barliant that the extension is
necessary because:

    (a) Comdisco's chapter 11 cases are large and complex;

    (b) the Debtors have made progress of its reorganization
        with the sale of their Availability Solutions business;

    (c) the Debtors are not using exclusivity to pressure the
        creditors; and

    (d) the Debtors are paying their bills as they come due.
        (Comdisco Bankruptcy News, Issue No. 21; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)   


COMPOSITE INDUSTRIES: Negotiating Private Placement for New Fund
----------------------------------------------------------------
Composite Industries has operated as a development stage
enterprise since February 10, 1997, its inception and has
operated for over four years without generating revenues.  
Operating capital has been generated primarily by the extension
of loans and advances from officers and directors and the
issuance of common and preferred stock and  the sale of
debentures.  The failure to generate revenues from operations
has caused Composite to experience liquidity shortfalls from
time to time.  These circumstances have created the issue of a
"going concern".

The Chairman, Merle Ferguson has pledged to continue to
contribute money to keep Composite solvent during the next
twelve months.  Further, the Company has contracts with joint
venture partners and expects to commence construction operations
during fiscal year 2002.  It is for these reasons that
management believes that it has alleviated substantial doubt
about Composite's ability to continue as a going concern.

Composite Industries of America (Affordable Homes/World Homes)
is a homebuilding and development company in the development
stage focusing on building for low-income and first-time
homebuyers. The Company has and will continue to develop new
building techniques and patented products that significantly
reduce the overall cost and time, while maintaining or
increasing the quality and integrity of new home construction.
The Company's plan is to develop and build its "World Home" for
sale outside the United States in developing nations where there
is an immediate need for permanent affordable shelter. The
patented Z MIX material used in the "World Home' provides
protection from the elements; hurricanes, earthquakes, as well
as being fireproof.

Composite Industries of America's immediate focus is to enter
into licensing and/or joint venture affiliations in which it
will supply its proprietary, patent-protected Z MIX material to
established companies for use outside the United States in home
construction and other applications such as railroad ties,
utility poles and environmental remediation. The Company
believes this approach to be the fastest route for the
penetration into the global marketplace. The Company projects
that the revenues received from licensing Z MIX technology will
be recognized by the Company without incurring the usual
development and labor expenses associated construction projects.

As a development stage company Composite had no revenues for the
three months ended December 31, 2001.  As a result, net loss,
after the tax benefit, increased from $1,276,246 for the three
months ended December 31, 2000 to $2,596,266 for the three
months ended December 31, 2001.

Although Composite Industries of America believes that the
revenues projected over the next twelve months will be
significant, it is presently in negotiations for a private
placement for immediate funds. The Company is confident that
with its product and technology, signed joint ventures and
stronger balance sheet, that it will successfully complete a
private placement. In the event that the Company does not secure
additional financing, the Company has made provisions for
working capital, for the next twelve months.


CRESCENT OPERATING: Will Convene Special Shareholders' Meeting
--------------------------------------------------------------
Stockholders of Crescent Operating, Inc., a Delaware
corporation, or COPI, will soon be receiving notice of a special
meeting to be held at The Fort Worth Club, located at 306 West
7th Street, Fort Worth, Texas.  The date and time have yet to be
decided upon by the Company.

At this meeting stockholders will be asked to accept a Chapter
11 bankruptcy plan of COPI.  If this bankruptcy plan is accepted
by holders of two-thirds of the shares of COPI common stock
voted in person or by proxy, then Crescent Real Estate Equities
Company, or CEI, will issue to all COPI stockholders common
shares of CEI unless the total amount of claims and expenses
paid by CEI in connection with the COPI bankruptcy and the
restructuring transactions equals or exceeds $16.0 million. In
connection with the bankruptcy plan, stockholders will be
releasing all of claims against CEI or any of its officers,
directors, employees, agents or representatives.

COPI and its operating units have defaulted in the payment of
debt and lease obligations owed to CEI. These obligations exceed
$125.2 million and are secured by substantially all of COPI's
assets. These obligations arise from loans made by CEI to COPI
and from deferrals by CEI of COPI's obligations to pay rent.
COPI believes that it will, in the reasonably foreseeable
future, neither be able to pay all of its obligations as they
accrue nor pay its defaulted upon or deferred payment
obligations.

Moreover, CEI has announced that it will seek to enforce
collection by foreclosure or otherwise of its claims against
COPI and its operating units as quickly as possible. Under a
foreclosure, CEI would be able to take substantially all of the
assets of COPI and the unsecured creditors and stockholders of
COPI would likely have no recovery.

COPI has analyzed its claims and defenses related to CEI and has
investigated whether proceedings under the bankruptcy laws might
provide solutions to COPI's obligations to CEI. These
alternatives are, in the judgment of Jeffrey L. Stevens, Chief
Operating Officer of the Company, after consulting with
financial and legal advisors, unlikely to result in any recovery
for unsecured creditors and stockholders of COPI.

In either a litigation or a bankruptcy proceeding, the claims of
Bank of America, various promissory notes and other creditors'
claims are contractually subordinate to the claims and liens
held by CEI. Rights of COPI stockholders are in turn legally
subordinated to the rights of Bank of America, the promissory
notes and the rights of other COPI creditors. After consulting
with counsel Mr. Stevens has decided, in the event of a
litigation or a bankruptcy proceeding, that there would be
little or no assets available for satisfaction of claims of any
creditor other than the senior and secured claims of CEI. He
believes, in fact, that COPI may not even have sufficient
liquidity to pay its liabilities on a current basis or to fund
the costs of litigation or bankruptcy court proceedings.
Virtually all of COPI's current cash flow is encumbered by liens
in favor of CEI. There is material risk in a litigation or a
bankruptcy that CEI could successfully object to COPI's use of
this cash flow for any purpose other than for payment of
obligations directly related to the preservation of CEI's
collateral.

Accordingly, in light of the relative unattractiveness of the
available alternatives, COPI entered into a settlement agreement
with CEI as the initial stage of the bankruptcy plan. This
settlement agreement provides the following benefits to COPI's
creditors and stockholders:

     * If, and only if, the bankruptcy plan is accepted by the
       holders of two-thirds of the shares of COPI common stock
       voted in connection with the bankruptcy plan, CEI will
       issue to all COPI stockholders common shares of CEI
       unless the total amount of claims and expenses paid by
       CEI in connection with the COPI bankruptcy and the
       restructuring transactions equals or exceeds $16.0
       million.

     * Bank of America's unsecured claim will be collateralized
       by COPI's interest in Americold Logistics, LLC and
       ultimately repaid when COPI sells its interest in
       Americold Logistics, LLC;

     * The various promissory notes will be satisfied pursuant
       to negotiated settlements;

     * Other known trade creditor claims will be paid in full;  
       and

     * As part of the implementation of the Settlement
       Agreement, COPI released all of its claims against CEI
       and undertook to provide in the Plan of Reorganization
       certain additional releases of CEI.


CYPRESS BIOSCIENCE: Enters Agreements for $17M Private Placement
----------------------------------------------------------------
Cypress Bioscience Inc. (Nasdaq:CYPB) said it had entered into
agreements to sell up to 6,882,591 shares of common stock and
warrants to purchase up to 3,441,296 shares of common stock, for
a total of up to $17 million, to selected institutional and
other accredited investors.

When completed, Cypress will have approximately 13,231,812
million shares of common stock outstanding.

Closing of the financing is contingent upon continued listing of
the company's securities on The Nasdaq SmallCap Market and
receipt of stockholder approval. In January 2002, Cypress
announced that it had received notice from Nasdaq that it was
not in compliance with the minimum tests for net tangible assets
or stockholders' equity for The SmallCap Market, and that the
company's securities were subject to delisting. Thursday last
week, Cypress was scheduled to attend a hearing with the Nasdaq
Listing Qualifications Panel to review the staff determination.

The company has filed a proxy with the Securities Exchange
Commission to seek stockholder approval for the contemplated
financing, as required under the rules of the National
Association of Securities Dealers, since the proposed securities
represent more than 20 percent of Cypress' common stock
outstanding and have been sold in a private financing at a price
below market. For each two shares of common stock bought, the
purchaser will receive a warrant to acquire one share of common
stock at a premium to the current market price. The purchase
price for the combined security is $2.47, based on a 10 percent
discount off the 10-day average closing bid price for the period
ending Feb. 15, 2002. A Special Stockholder's Meeting pursuant
to which the company is soliciting stockholder approval of the
financing has been scheduled for March 25, 2002.

The common stock and the warrants to purchase common stock have
not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent a registration statement or exemption from registration.
The company plans to use substantially all of the net proceeds
from the transaction for conducting clinical trials, for working
capital and other general corporate purposes.

Cypress is committed to be the innovator and commercial leader
in providing products that improve the diagnosis and treatment
of patients with fibromyalgia syndrome, or FMS. In January 2001,
the company began a strategic initiative focusing on FMS. In
August 2001, Cypress licensed its first product for clinical
development, milnacipran, to treat the widespread pain
associated with FMS. For more information about Cypress, please
visit the company's Web site at http://www.cypressbio.com


EDISON FUNDING: S&P Lifts Negative Watch on Junk Ratings
--------------------------------------------------------
Standard & Poor's revised the CreditWatch implications on its
counterparty credit, senior unsecured, and CP ratings of Edison
Funding Co. to developing from negative.

This change in CreditWatch reflects the improved financial
flexibility at Edison Funding. On Friday, Feb. 8, 2002, Standard
& Poor's raised the ratings on its parent, Edison International
Corp. in recognition of improved projected financial and credit
profiles. At Edison Funding, the improved financial prospects of
the parent enhance the tax-sharing agreement between Edison
Funding and Edison International. Edison Funding's ability to
meet its near-term maturities will depend on payments due the
company under the tax-sharing agreements with Edison
International and its affiliates.

CreditWatch with developing implications indicates that the
ratings could be raised, lowered, or affirmed.

     Ratings On Creditwatch With Developing Implications

          Counterparty credit ratings               CC/C
          Senior unsecured debt                     CC
          CP                                        C


EMERITUS CORP: Enters Pacts to Manage Utah & Nevada Communities
---------------------------------------------------------------
Emeritus Assisted Living, (AMEX:ESC) - Emeritus Corporation, a
national provider of assisted living and related services to
senior citizens, announced that it has signed agreements to
provide management services for two assisted living communities
located in Salt Lake City, Utah and Reno, Nevada. Additionally,
the Company announced the acquisition of the remaining 33-1/3%
partnership interest in a 172-unit facility located in
Fairfield, California.

Emeritus commenced management of the Reno community on February
19, 2002 and will begin managing the Salt Lake City community on
March 1, 2002. The two facilities represent 210 additional total
units.

Ray Brandstrom, CFO of Emeritus stated, "Since the beginning of
the year the Company has acquired 20 new management/consulting
service contracts, bringing the total capacity to which Emeritus
provides service to 14,053 in 153 communities." Brandstrom
continued, "We are pleased to be in a position to add capacity,
further leveraging our overhead, and thus significantly
contributing toward our profitability goals."

Emeritus Assisted Living is a national provider of assisted
living and related services to seniors. The Company is one of
the largest developers and operators of freestanding assisted
living communities throughout the United States. The Company
also participates in a joint venture to develop assisted living
communities in Japan. These communities provide a residential
housing alternative for senior citizens who need help with the
activities of daily living with an emphasis on assistance with
personal care services to provide residents with an opportunity
to age in place. The Company currently holds interests in 152
communities representing capacity for approximately 14,000
residents in 30 states and Japan. At September 30, 2001, the
company's balance sheet showed a working capital deficit of
about $83 million, and a total shareholders' equity deficit of
$47 million.

The Company's common stock is traded on the American Stock
Exchange under the symbol ESC, and its home page can be found on
the Internet at http://www.emeritus.com


ENRON CORP: U.S. Gov't Seeks Stay Relief to End Federal Contract
----------------------------------------------------------------
The United States of America asks Judge Gonzalez for an order
lifting the automatic stay to allow the Government to terminate
its contract with Enron Federal Solutions Inc.  In the
alternative, the Government wants the Court to compel Enron
Federal to terminate its contract immediately.

Assistant United States Attorney Neil S. Binder relates that the
Government and Enron Federal are parties to a contract dated
December 1999, wherein Enron Federal agreed to provide crucial
utility repairs and maintenance at the United States Army
installation at Fort Hamilton in New York.

According to Mr. Binder, the Army Garrison at Fort Hamilton is
the only active duty military installation in the greater
metropolitan New York City area, supporting approximately 35,000
active duty personnel, reserve components, dependants and
retirees of all the branches of the United States Armed Forces
in the New York City metropolitan area.

In addition to its regular mission of providing support to the
functions of the armed forces in the New York City metropolitan
area, Mr. Binder notes that Fort Hamilton has taken on increased
responsibilities since the September 11, 2001 terrorist attacks.
Fort Hamilton's mission added tasks includes support for the
deployment of reservists and National Guard assisting in the
debris removal and recovery mission at the World Trade Center,
and the protection of New York's airports, roads, bridges and
tunnels from potential future attacks.

"In light of its unique role as the sole active duty military
installation in the New York City area, it is likely in the
event of future terrorist strikes that the Fort Hamilton
Garrison would play a critical role in local "first response" or
homeland defense operations," Mr. Binder says.

Enron Federal, on the other hand, is a "related" business of
Enron Energy Services Operation, Inc., which is, in turn, the
"retail arm of Enron".

Mr. Binder explains that the Contract between the Government and
Enron Federal specifically provides for Enron Federal to operate
and maintain the four utility distribution systems at Fort
Hamilton:

      -- Water supply,
      -- Natural gas supply,
      -- Electricity distribution, and
      -- stormwater and sewer lines.

Because these services are critical to the success of the
Fort Hamilton mission, Mr. Binder notes that the Contract
requires Enron Federal to have:

    (1) a Project Manager on-site during regular business hours,
        and

    (2) Enron Federal personnel available 24 hours a day for
        emergency repairs.

In addition, Mr. Binder continues, Enron Federal has contracted
to upgrade the Fort Hamilton stormwater and sewer system, which
is antiquated and regularly floods.

But a few weeks before Enron Federal's filing for bankruptcy or
shortly after its parent company's Petition Date, Enron Federal
breached its Contract.  Specifically, Enron Federal's Project
Manager and personnel abandoned the jobsite while significant
capital improvement work on Fort Hamilton's utility systems
still needs to be done.

As a result, Mr. Binder says, routine operational maintenance --
which is critical to the functioning of the complex distribution
system throughout Fort Hamilton -- has ceased.  "Fort Hamilton's
mission might be significantly compromised if this continues,"
Mr. Binder advises the Court.  Because of Enron's failure to
perform its obligations, Mr. Binder explains, the Army must
divert resources from other critical operations for the
maintenance and repair of utility systems.

Furthermore, Mr. Binder relates that Liberty Mutual Insurance
Company -- the surety providing the $2,535,200 performance bond
purchased by Enron for the benefit of the Government -- has
advised the Army that it will not make any payment if the
Contract is not terminated before February 28, 2002.

And because the Contract is subject to the Anti-Assignment Act,
and thus may not be assigned absent the Government's consent,
Mr. Binder emphasizes that the Contract may not be assumed by
Enron Federal as a matter of law.  Thus, Mr. Binder asserts, the
automatic stay is not functioning to give Enron Federal the
opportunity to determine whether it should assume or reject the
Contract.

For these reasons, the Government insists there is sufficient
"cause" to lift the automatic stay to allow the termination of
its Contract with Enron Federal. (Enron Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON WIND ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Enron Wind Energy Systems Corp.
             13000 Jameson Road
             P.O. Box 1910
             Tehachapi, CA 93581  

Bankruptcy Case No.: 02-10748

Type of Business: Develops, manufactures and sells wind  
                  turbine generators and related equipment.

Chapter 11 Petition Date: February 20,2002

Court: Southern District of New York

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone: (212)310-8000

                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000    

Total Assets: $65,870,235

Total Debts: $23,860,373

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Trinity Structural           Trade Debt           $9,980,550
John Miller, VP GM
2525 Stemmons Freeway
Dallas, TX 75702
Tel. 214-631-4220

Molded Fiberglass Co.        Trade Debt           $773,752
Richard Morrison, President
& CEO
9400 Holly Road
Adelanto, CA 92301-0370
Tel. 760-246-4042
Fax. 440-992-2695

Machine Fabriek              Trade Debt           $447,973
Mr. DeHoop
Handelsweg 6
Ijsselstein 3401me
The Netherlands
Tel. 31306883444
Fax. 31306885098

Wesco Distribution, Inc.     Trade Debt           $420,120
James Dean
3233 Rio Marada Drive
Bakersfield, CA 93308
Tel. 661-325-2934
Fax. 661-325-2934

Thyssen Fundicoes Ltd.       Trade Debt            $308,000
Carlos Quentella, Director
Eric Ramminger, President
Pdalha/N
Barra Do Pirai
Rio de Janeiro, BRAZIL
Tel. 552454472371

Tecsis Tecnologia            Trade Debt            $291,482
Rua Moacyr Ozeas Guitti 36
Zona Industrial
Sorocaba S.P. 18086-390
BRAZIL
Tel. 55152338600

ABB Control, Inc.            Trade Debt            $199,783
Todd Price

BICC General Cable Inc.      Trade Debt            $169,523

Kaydon Corporation           Trade Debt            $141,000
Carl R. Christens,
President

Arnold & Porter              Trade Debt            $96,011

B&B Surplus                  Trade Debt            $95,076
Tom Papasergia

K&M                          Trade Debt            $68,660
Richard Steinbauer,
Project Manager

Casting Service              Trade Debt            $51,372
David Neil,
President

Stran Technologies           Trade Debt            $43,444
Jim Stranberg

Matrix Composites, Inc.      Trade Debt            $39,022

AON Risk Services, Inc.      Trade Debt            $37,108

Andrews Machine Services     Trade Debt            $27,511
Andrew

NRG Systems, Inc.            Trade Debt            $26,000
Jon Golia

DFDS                         Trade Debt            $22,569

Watlow Elec. Mfg. Co.        Trade Debt            $16,762


ENRON WIND SYSTEMS: Case Summary & 20 Largest Creditors
-------------------------------------------------------
Lead Debtor: Enron Wind Systems, Inc.
             13000 Jameson Road
             P.O. Box 1910
             Techapi, CA 93581

Bankruptcy Case No.: 02-10747

Type of Business: Own and Operate Wind Power Projects
                  In the U.S.

Chapter 11 Petition Date: February 20, 2002

Court: Southern District of New York

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone: (212)310-8000

                  Melanie Gray
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000    

Total Assets: $51,915,164

Total Debts: $105,652,075

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Truck Cane Service          Trade Debt            $353,440
2875 Highway 55
Egan, MN 55121  

Molded Fiberglass Co.       Trade Debt            $309,735
3333 N. Interstate 35
Building #5
Gainesville, TX 76240
Tel. 940-668-0302

Castrol Industrial          Trade Debt            $239,102
North America

American Airlines           Trade Debt            $185,546

(Dean Witter) Morgan        Trade Debt            $171,000

SEG Gmbh & Co. Kg           Trade Debt            $136,873

Cincinnati Gear Company     Trade Debt            $120,195

Crane Services, Inc.        Trade Debt            $113,800

Blattner Constructors       Trade Debt            $104,698

Datastream  Systems, Inc.   Trade Debt            $71,000

Dick Reid Enterprises       Trade Debt            $69,769

Enterprise Rent-A-Car       Trade Debt            $63,791

Vic's Crane Service         Trade Debt            $58,546

Hertz Equipment Rental      Trade Debt            $57,336

Dielco Crane, Inc.          Trade Debt            $56,017

Independent Energy          Trade Debt            $51,333
Producers

Seraphic Systems Group      Trade Debt            $50,483

Reliance Standard Life      Trade Debt            $46,680

Ground Engineering          Trade Debt            $44,500

Jerke Construction Co.      Trade Debt            $40,723


FEDERAL-MOGUL: Property Damage Committee Faces Opposition
---------------------------------------------------------
City National Bank Of Florida hereby joins in Lon Morris
College's Motion for Entry of an Order Directing the Appointment
of an Official Committee of Asbestos Property Damage Claimants
filed on December 21, 2001 to ensure the adequate representation
of Property Damage Claimants in the chapter 11 cases of Federal-
Mogul Corporation, and its debtor-affiliates.

Rick S. Miller, Esq., at Ferry & Joseph P.A. in Wilmington,
Delaware, relates that in 1956, City National Bank of Miami,
formerly known as the Industrial National Bank, moved into its
new headquarters at 25 W. Flagler in Miami, Florida. The
Debtors' asbestos-containing sprayed product "Limpet" was
installed in the City National Bank building during construction
and was subsequently removed. City National Bank continues to
own and occupy the building and will timely file a proof of
claim in this bankruptcy for substantial damages to its
property.

               Archdiocese of New Orleans Responds

The Catholic Archdiocese of New Orleans joins in the Motion for
Entry of an Order Directing the Appointment of an Official
Committee of Asbestos Property Damage Claimants filed by Lon
Morris College. The Archdiocese is a holder of an asbestos
property damage claim against the Debtors and, as indicated in
the Motion, has expressed to the Office of the United States
Trustee its willingness to serve as a member on a Property
Damage Claimants Committee.

                  Westcoast Estates Responds

Claimant, Westcoast Estates, joins the motion of Lon Morris
College for the entry of an Order directing the appointment of
an official committee of asbestos property damage claimants.

Michael B. Joseph, Esq., at Ferry & Joseph P.S. in Wilmington,
Delaware, informs the Court that Westcoast Estates is the owner
of a high-rise office building in San Francisco located at One
Post Street and has sustained losses of in excess of $34,000,000
dollars for the removal of asbestos-containing fireproofing in
the building. Under California law, Westcoast Estates has a
cognizable claim against the Debtors.

After filing for bankruptcy on October 10, 2001, the Debtors
represented to the United States Trustee and the predecessor
Court that there were very few, if any, property damage
claimants and, therefore, no need to establish a property damage
claimants committee. Mr. Joseph states that because this
representation was false, completely ignored Westcoast Estates'
claim, and because property damage claimants are entitled to
adequate representation, Westcoast Estates joins in the motion
of Lon Morris College and requests this Court establish a
property damage claimants committee. Furthermore, because
Westcoast Estates' claim represents a substantial and material
claim against the debtors' estate, Westcoast Estates requests
that this Court direct that Westcoast Estates' legal
representative be appointed to serve on the property damage
claimants committee.

              Anderson Memorial Hospital Responds

Claimant Anderson Memorial Hospital joins the motion of Lon
Morris College for the entry of an Order directing the
appointment of an official committee of asbestos property damage
claimants for the same reasons as set forth in the motion.

            Unsecured Creditors' Committee Objects

Charlene M. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, points out that the fundamental defect of the Motion
is that it says nothing about the significance of asbestos
property damage claims to the Debtors' estates and the only
information available is that property damage claims are not
significant here. The Committee has been advised by the Debtors
that there are only 2 pending asbestos property damage claims
against the Debtors, which the Movant does not dispute.

Ms. Davis contends that the Movant's broad brush statement about
the Debtors' business is no substitute for a showing of actual
property damage claims and history of prepetition asbestos
property damage litigation. The only inference one can draw from
the utter lack of information regarding asbestos property damage
claims against Debtors is that actual claims are few and
significant.

Ms. Davis adds that a further failure of the motion is the lack
of specific showing by Movant as to why the existing asbestos
claimants committee cannot adequately represent the interests of
the property damage claimants. It is common for official
committee of creditors to represent several different
constituencies and in these cases, the Unsecured Creditors
Committee is made up of both bond and trade creditors.

Ms. Davis believes that the creation of a third official
committee would be undoubtedly expensive, entailing another set
of professionals and would invite litigation at the estate's
expense. Given the lack of showing as to why a separate
committee is needed in these cases, it is appropriate and
understandable that the U.S. Trustee has declined to appoint a
third official committee.

Ms. Davis claims that the appointment of a separate official
committee now would doubtless be used by property damage
claimants to assert a basis later for de facto veto power over a
Plan. Given the existence of only 2 property damage suits and
the lack of any concrete showing as to the need for a third
committee, it is not appropriate to give property damage
claimants such potential leverage in the process, nor is it
appropriate to subject these cases to the immediate and
continuing expense entailed in creation of a third official
committee.

                    U.S. Trustee Responds

Frank J. Perch III, Esq., in Wilmington, Delaware, says that the
U.S. Trustee has not yet made a determination about whether the
constituency of property damage claimants is sufficiently
numerous to warrant the expense of an additional committee, and
the allegations of the Motion are not themselves sufficient to
establish cause for appointing a committee.

Mr. Perch submits that the U.S. Trustee is not unalterably
opposed to appointing a property damage committee if there is a
significant constituency warranting such action, but believes
that the filing of the Motion has impeded rather than furthered
the orderly determination of whether grounds for appointing an
additional committee exist. Unfortunately, the Motion was filed
only one day after movant's counsel provided information orally
to the U.S. Trustee that has not yet been fully evaluated.  In
particular, the U.S. Trustee believes Debtors should provide a
response to the Motion's allegations that significant other
property damage claims exist, and the U.S. Trustee should be
provided a reasonable time to evaluate that information in
cooperation with Movant's counsel, and to solicit interest in
committee service if a basis for forming a committee exists.
(Federal-Mogul Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Court OK's Mediation in Dispute with Quiros
--------------------------------------------------------------
Prior to the Petition Date, Fruit of the Loom assembled goods in
Mexico through associations between Fruit of the Loom Operating,
Ltd., a non-debtor entity organized under the laws of the Cayman
Islands, the FOL Maquiladora Debtors, Controladora FOL, and
Edificadora de Valle Hermosa, S.A. de C.V., and several entities
that owned or controlled assembling facilities located in
Mexico.  FOL Operating owns substantially all of the sewing
equipment and greige goods used in Fruit of the Loom's Mexican
and Central American sewing and assembling operations and is the
entity responsible within the Fruit of the Loom group of
companies for the Mexican and Central American sewing and
assembling operations.

The FOL Maquiladora Debtors were subject to numerous agreements
with William H. Quiros, Quiros International Holdings, Inc., and
companies that are owned and controlled by Mr. Quiros and
authorized to operate as maquiladoras under Mexican law.  Mr.
Quiros is a U.S. citizen.

In October of 2000, the FOL Maquiladora Debtors and Mr. Quiros
and the Maquiladora Group Companies entered into a Master
Termination Agreement, which was intended to resolve all issues
related to the wind-down of the Mexican assembly operations.

Risa M. Rosenberg, Esq., and Brian D. Hail, Esq., of Milank,
Tweed, Hadley & McCloy tell Judge Walsh that the Master
Termination Agreement provided for the settlement of any claims
or obligations under the Quiros Agreements and established
deadlines for satisfying mutual obligations for the wind-down of
the Mexico operations.  The initial closing date was the later
of 30 days after the satisfaction of certain obligations of the
parties and December 31, 2000, and the final closing date is the
later of 30 days after the satisfaction of certain obligations
of the parties and December 31, 2001.

On November 14, 2000, the Court signed the Order authorizing
Fruit of the Loom, Inc., Gitano Fashions Limited, and Fruit of
the Loom Trading Company to:

    (i) to execute and perform under the Master Termination
        Agreement Establishing Wind-Down Protocol For Certain
        Mexican Assembling Operations;

   (ii) to amend certain agreements with Mr. Quiros and his
        affiliates as provided for by the Master Termination
        Agreement;

  (iii) to secure payment of certain Promissory Notes; and

   (iv) to assume Amended Quiros Agreements as executory
        contracts.

The Master Termination Agreement provides for the FOL
Maquiladora Debtors to make payments to Mr. Quiros and the
Maquiladora Group Companies.  The funds are held in escrow by
the FOL Maquiladora Debtors and distributed to Mr. Quiros during
the wind-down period. Specifically, as set forth more fully in
the Master Termination Agreement, Mr. Quiros was to receive
certain payments for his continuing efforts in satisfaction of,
and fulfillment of, his obligations and as consideration for the
release of the FOL Maquiladora Debtors from obligations to
purchase the Maquiladora Group Companies' shares.

Under Section 11.7(b)(ii) of the Master Termination Agreement,
demand and presentment for the funds have to be accompanied by
certification by Fruit of the Loom that Mr. Quiros and the
Maquiladora Group Companies have completed or are completing
their obligations, as a precondition to any payment. Mr. Quiros
and the Maquiladora Group Companies have requested that Fruit of
the Loom schedule a closing under the Master Termination
Agreement.  In connection with the request for closing, Mr.
Quiros requested that the above payments be made and certain
transactions be entered into pursuant to the Master Termination
Agreement. However, the attorneys and Fruit of the Loom do not
agree that the proper certification has been fulfilled, and
refuse to issue the necessary certification. Pursuant to the
Prior Order, this Court retained exclusive jurisdiction to (i)
enforce and implement the terms and provisions of the Master
Termination Agreement, (ii) resolve any disputes arising under
or in connection with the Master Termination Agreement, and
related documents, including the Promissory Notes, and (iii)
interpret, implement and enforce the provisions of the Prior
Order.

The Master Termination Agreement provides that if the parties do
not agree that certifications should be issued for any payment
demand from the escrow, the matter will be resolved by
mediation.  By this Motion, the FOL Maquiladora Debtors seek an
order, under Bankruptcy Rule 9014 and Rule 9019-3 of the Local
Rules of United States Bankruptcy Court for the District of
Delaware, assigning to mediation the pending dispute between
Fruit of the Loom and Mr. Quiros.  Mr. Quiros has indicated in
correspondence to counsel to Fruit of the Loom that he does not
oppose the request. Fruit of the Loom reserves any and all
rights to pursue any additional remedies to resolve the dispute
should the mediation not produce a satisfactory resolution.

Finding no harm in the mediation proposal, Judge Walsh grants it
in all respects. (Fruit of the Loom Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GALEY & LORD: Largest Unsecured & Secured Creditors
---------------------------------------------------

     A. GALEY & LORD INDUSTRIES INC.'s
        20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sun Trust Bank, Atlanta     Senior Subordinated   $300,000,000
Attn: Corporate             Trust Notes           
Division
58 Edgewood Avenue,
4th Floor
Atlanta, Georgia 30302

Magnolia Manufacturing      Trade Debt              $3,862,020
Company, Inc.
PO Box 751996
Charlotte, NC 28275-1996
Greg Sellars
531 Cotton Blossom Circle
Gastonia, NC 28054
Telephone: 704-864-7433
Fax: 704-864-9872

Parkdale Mills, Inc.         Trade Debt             $3,496,628
PO Box 75077
Charlotte, NC 28275
Greg Sellars
531 Cotton Blossom Circle
Gastonia, NC 28054
Telephone: 704-864-7433
Fax: 704-864-9782

Nano-Tex, LLC                Trade Debt               $493,416
Kristin Thomas
3330 W. Friendly Avenue
Greensboro, NC 27420
Telephone: 336-379-4620
Fax: 336-379-3206

BI Transportation, Inc.      Trade Debt               $423,915
PO Box 75080
Charlotte, NC 28275-5080
Roy L. Whitaker
PO Box 691
Burlington, NC 27216
Telephone: 336-228-2214
Fax: 336-228-2162

Ciba-Geigy                    Trade Debt              $445,640
PO Box 2372
Carol Stream, IL 60132-2372
Scott Simpson
4050 Premier Drive
High Point, NC 27265
Telephone: 336-801-2658
Fax: 336-801-2808

Unifi, Inc.                   Trade Debt              $242,035

Montgomery Industries, Inc.   Trade Debt              $230,672

Staple Cotton Cooperative     Trade Debt              $185,990

Cognis Corporation            Trade Debt              $162,722

Omnova Solutions, Inc.        Trade Debt              $155,518

Brenntag Southeast Inc.       Trade Debt              $154,355

CSXT N/A 102378               Trade Debt              $143,964

Basic Chemical Solution LLC   Trade Debt              $136,697

Sunbelt Corporation           Trade Debt              $131,106

Clariant Corporation          Trade Debt              $112,292

Dystar LP                     Trade Debt               $97,459

James River Coal Sales, Inc.  Trade Debt               $97,362

R.L. Stowe Mills, Inc.        Trade Debt               $88,642

DuPont Akra                   Trade Debt               $79,998  

Bio-nomic Services, Inc.      Trade Debt               $78,082



     B. SWIFT DENIM TEXTILES, INC.'S
        20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sun Trust Bank, Atlanta     Senior Subordinated   $300,000,000
Attn: Corporate Trust       Notes           
Division
58 Edgewood Avenue,
4th Floor
Atlanta, Georgia 30302

Staple Cotton               Trade Debt               $440,427
Cooperative
PO Box 30550
Nashville, TN 37241-0550
Mr. David Camp
PO Box 547
Greenwood, MS 38930
Telephone: 800-293-6231
Fax: 662-453-5347

Weil Brothers Cotton,       Trade Debt               $403,259
Inc.
P.O. Box 2153
Birmingham, AL 35287
Mr. Wally Darneille
PO Box 20100
Montgomery, AL 36120-0100
Telephone: 334-244-1800
Fax: 334-271-3249

Georgia Power Company        Trade Debt              $383,950
P.O. Box 102473
Atlanta, GA 30368
Mr. Garnett Grubb
112 Lake Mirror Road
Forest Park, GA 30297
Telephone: 404-608-5733
Fax: 404-608-5740

Cariant, Ltd.                 Trade Debt              $239,936

Parkdale Mills, Inc.          Trade Debt              $221,995

Carolina Cotton               Trade Debt              $207,430
Growers

Noveon, Inc.                  Trade Debt              $163,988

FCI                           Trade Debt              $102,907

Brenntag                      Trade Debt              $102,628

T.R. Pitts Cotton, Inc.       Trade Debt              $102,189

Magnolia Manufacturing        Trade Debt              $100,802
Company, Inc.

Maxwell Cotton                Trade Debt               $99,685
Company

Ecom USA, Inc.                Trade Debt               $99,364

Olin Chemical                 Trade Debt               $98,486


Schlafhorst                   Trade Debt               $95,322


Dunavant, W B                 Trade Debt               $93,780

Columbus Fire and Safety      Trade Debt               $86,920
Equipment Company

Wellman, Inc.                 Trade Debt               $71,575

American Textile LLC          Trade Debt               $65,696

Celanese Chemicals            Trade Debt               $61,577



     C. G&L, INC.; G&L SERVICE CO., N.A., INC.; GALEY & LORD
        PROPERTIES, INC.; SWIFT DENIM PROPERTIES, INC.; SWIFT
        DENIM SERVICES, INC.; GREENSBORO TEXTILE ADMIN. LLC;
        BRIGHTON WEAVING LLC; FLINT SPINNING LLC; SOCIETY HILL
        FINISHING LLC; AND MCDOWELL WEAVING LLC'S Unsecured
        Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sun Trust Bank, Atlanta     Senior Subordinated   $300,000,000
Attn: Corporate Trust       Notes            
Division
58 Edgewood Avenue
4th Floor
Atlanta, Georgia 30302


     D. Creditors Holding the Five Largest Secured Claims:

Entity                            Claim Amount
------                            ------------
1-Sun Trust Bank NA               Revolver     $18,357,029;
Attn: Dave Penter                 Term B Loan  $4,283,858;
303 Peachtree Street              Term C Loan  $3,038,910
3rd Floor                         Total        $25,679,798
Atlanta, GA 30308

Patriarch Partners, LLC           Revolver     $24,197,902
Attn: Lon Brown                
112 S. Tryson Street               
Suite 700
Charlotte, NC 28284

First Union National Bank         Revolver     $18,357,029;
One First Union Center            Term B Loan  $2,131,219;
301 South College Street          Term C Loan  $1,511,857
Charlotte, NC 28288-0760

1- Highland Capital               Revolver     $834,410;
Attn: Mike Rich                   Term B Loan  $10,904,530;
Management L.P.                   Term C Loan  $7,735,494
13455 Noel Road                   Total        $19,474,435
Suite 1300
Dallas, TX 75240

1- Wachovia Bank, N.A.            Revolver     $14,184,977
Attn: Gary C. Gaskill
191 Peachtree Street, NE               
MC: GA-212
Atlanta, GA 30303

Bank of America NA                Revolver      $14,184,977
Attn: Deirde Doyle
100 North Tryon Street
NC1-007-17-12, 17th Floor
Charlotte, NC 28255

Bank One NA                       Revolver      $14,184,977
Attn: Michele Quentin
1 Banc One Plaza
Suite 0631
Chicago, IL 60670

CIT Group                         Revolver      $14,184,977
Attn: Bill Skidmore
301 South Tryon Street
25th Floor
Charlotte, NC 28202


GALEY & LORD: Employs Dechert as Counsel in Chapter 11 Cases
------------------------------------------------------------
Galey & Lord, Inc., together with its debtor-affiliates, sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Dechert as their
attorneys in their chapter 11 cases.

The Debtors selected Dechert as counsel in these cases because
of Dechert's considerable experience in bankruptcy, tax, real
estate, employment, environmental, restructuring, litigation,
mergers and acquisitions, and general corporate matters, as well
as Dechert's extensive knowledge of the Debtors' operations and
legal affairs.

The professional services that Debtors anticipate Dechert will
render are:

     a. providing legal advice with respect to the Debtors'
powers and duties as debtors-in-possession in the continued
operation of their business and management of their properties;

     b. taking necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on behalf
of the Debtors, the defense of any action commenced against the        
Debtors, negotiations concerning all litigation in which the       
Debtors are involved, and objecting to claims filed against the       
Debtors' estates;

     c. preparing on the Debtors' behalf all necessary
applications, motions, responses, objections, orders, reports,
and other legal papers;

     d. negotiating and drafting any agreements for the sale or
purchase of assets of the Debtors, if appropriate;

     e. negotiating and drafting a plan of reorganization,
consensual or  otherwise, and all related documents, including,
but not limited to, the disclosure statements and ballots for
voting thereon;

     f. taking the steps necessary to confirm and implement the
Plan, including, if needed, modifications and negotiating
financing for the Plan; and

     g. rendering such other legal services for the Debtors as
may be necessary and appropriate in these proceedings.

Subject to approval, Dechert will charge the Debtors for its
legal services on an hourly basis in according with its ordinary
and customary rates. The rates that Dechert intends to charge
the Debtors for the legal services of its professional are:

        Partners                 Between $445 and $600
        Counsel                  Between $310 and $415
        Associates               Between $230 and $375
        Paralegals               Between $95 and $145

G&L, a leading global manufacturer of textiles for sportswear,
including cotton casuals, denim, and corduroy, and is a major
international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates. When the Company filed for protection from its
creditors, it listed $694,362,000 in total assets and
$715,093,000 in total debts.

DebtTraders reports that Galey & Lord Inc.'s 9.125% bonds due
2008 (GNL1) are trading between 19 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1for  
real-time bond pricing.



GALEY & LORD: Taps Rosenman & Colin as Special and ERISA Counsel
----------------------------------------------------------------
Galey & Lord, Inc., together with its debtor-affiliates, ask for
approval from the U.S. Bankruptcy Court for the Southern
District of New York to retain and employ Rosenman & Colin LLP
as their special corporate and ERISA counsel.

The Debtors anticipate that Rosenman will continue providing
legal services required by the Debtors in connection with
corporate matters, employee benefit plans, and certain
intellectual property matters.  Specifically, the Firm will
assist by:

    a) preparing and representing on the Debtors' behalf,
reports and other documents or legal papers required to be
filed; and

    b) appearing on behalf of the Debtors before any
governmental or regulatory authority such as the Securities and
Exchange Commission, any state securities or insurance
commission, the NASD, and NASDAQ;

    c) providing legal advice to the Debtors' with respect to
their non-debtor foreign subsidiaries and international joint
ventures, including, with respect to the operation,
administration or financing; and

    e) providing other advice and services relating to the
Debtors' corporate, ERISA and IP matters as they may request
from time to time.

Rosenman has represented Galey & Lord in connection with
virtually all of their corporate and employee benefit plan legal
services. Working closely with the Debtors, the firm gains
familiarity with the their businesses and affairs.

The partners, counsel and associates of Rosenman who will
represent the Debtors have extensive knowledge and expertise.
The Debtors believe that Rosenman's representation of the
Debtors is necessary to a successful reorganization.

Rosenman will charge the Debtors according to its ordinary and
customary rates. Rosenman's billing rates for the attorneys and
para-professionals in its New York office currently range from:

           Partners             $425 to $575 per hour
           "of Counsel"         $340 to $550 per hour
           Associates           $185 to $400 per hour
           Special Counsel      $305 to $475 per hour
           Para-Professionals    $85 to $230 per hour

In addition to these rates, Rosenman will also seek
reimbursement for all costs and expenses incurred. Rosenman
received a $35,000 retainer with its representation of the
Debtors before these cases commenced.

G&L, a leading global manufacturer of textiles for sportswear,
including cotton casuals, denim, and corduroy, and is a major
international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates. Joel H. Levitin, Esq., Henry P. Baer, Jr., Esq.,
Anna C. Palazzolo, Esq. at Dechert represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $694,362,000 in total
assets and $715,093,000 in total debts.


GLOBAL CROSSING: Shareholder Group Proposes Pipe Dream Plan
-----------------------------------------------------------
A group of Global Crossing Ltd. shareholders (including K.A.B.
Group, L.L.C.; Kennon A. Brennen, KAB's managing partner; and
Mr. David E. Mersereau, an investment advisor in Connecticut)
published a term sheet outlining their alternative plan to get
Global Crossing out of bankruptcy.  The proposal was "greeted
with skepticism," the Financial Times kindly said Saturday.  The
term sheet outlining the shareholders' pipe dream plan is posted
at http://www.kabgroupllc.com  On news of the alternative pipe  
dream plan, 21 million GBLXQ shares changed hands at prices up
to two times the trading price a week earlier.  

A press release circulated Friday said that the Shareholders
filed copies of a letter of intent and term sheet with the U.S.
Bankruptcy Court for the Southern District of New York.  No copy
of that filing appears on the Court's docket, nor does any entry
of an appearance by Everett Hopkins, Esq., at Hopkins, Lawrence
& Bailey, P.C., in Springfield Garden, New York, who reportedly
represents the Shareholders, nor does any filing by KAB, Mr.
Hopkins or any other party evidence compliance with Rule 2019 of
the Federal Rules of Bankruptcy Procedure.  Mr. Hopkins' office
(Telephone 718-949-9792) declined to provide paper, fax or
electronic copies of what was purportedly filed.  

The Shareholders' Alternative Pipe Dream Plan provides no cash
upfront to anyone.  The Plan contemplates additional financing
in the short term and raising billions of dollars in the future
through sales of warrants to hypothetical buyers over the next
few years.  The Plan contemplates that current equity will
retain a 37.7% interest and the hypothetical warrant buyers will
own the remainder of the Company.  

The Shareholder Group said in their press release that they are
asking Judge Robert E. Gerber to "determine it a qualified
investor, allowing it to participate in the court's debtor's
auction for the assets of Global Crossing."  KAB declined to
comment whether The Blackstone Group, Global Crossing's
financial advisor, has indicated it believes the Shareholders
are "reasonably likely to be able to consummate their proposed
investment" -- one of the key hurdles required participate in
the auction process.  

David E. Mersereau, one group member who's an investment advisor
in Connecticut (Telephone 860-478-6700), suggests that the plan
allows the company to remain viable as the industry awaits the
end of the current imbalance between fiber-optic capacity and
demand.  "With little additional capacity being added and with
demand growing at double-digit rates, it's just a matter of time
before Global Crossing's unique network is fully utilized," he
said.  "As it is, it is the most valuable such network in the
world, and it would cost more than $10 billion to duplicate it.
The company just needs time.  This plan gives it that time."  


GLOBAL CROSSING: Brings-In Appleby Spurling as Bermuda Counsel
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates seek to employ
and retain Appleby Spurling & Kempe as their special Bermuda
insolvency counsel to advise and represent them in Bermuda in
relation to all aspects of Bermuda Corporate Insolvency,
Restructuring and Liquidation law.

According to Mitchell C. Sussis, the Debtors' Corporate
Secretary, since October 1997, Appleby and certain of its
members and associates have rendered legal services to the
Debtors in connection with various matters. Appleby's services
have primarily related to counseling the Debtors on Bermuda law
in relation to incorporations, corporate administration, initial
public offerings, credit agreement opinions, employment
regulations, joint venture agreements and general corporate and
legal advice.

As a consequence of the breadth of their representation of the
Debtors for the past 4 years, Mr. Sussis believes that Appleby
is intimately familiar with the complex legal issues that have
arisen and are likely to arise in connection with the Debtors'
business and operations, their restructuring, and their
strategic and transactional goals. The Debtors believe that both
the interruption and the duplicative cost involved in obtaining
substitute counsel to replace Appleby's unique role at this
juncture would be extremely harmful to the Debtors and their
estates and creditors. Were the Debtors required to retain
counsel other than Appleby in connection with the specific and
limited matters upon which Appleby's advice is sought, the
Debtors, their estates and all parties in interest would be
unduly prejudiced by the time and expense necessary to replicate
Appleby's ready familiarity with the intricacies of the Debtors'
business operations, corporate and capital structure, and
strategic prospects.

The Debtors submit that Appleby is well qualified and uniquely
able to provide the advice sought by the Debtors on a going
forward basis. As Appleby is a general practice law firm
incorporated in Bermuda which offers corporate, litigation,
insolvency, asset finance, property and regulatory advice to its
clients, the Debtors believe Appleby will be an efficient
provider of legal services with respect to matters of Bermuda
law. Appleby's retention as special Bermuda insolvency counsel
in these areas is in the best interest of the Debtors and their
estates and creditors.

Mr. Sussis explains that the Debtors' parent company, Global
Crossing Ltd., and a number of its subsidiaries, are Bermuda
corporations and thus, the Debtors have assets, operations and
employees located in Bermuda. A bankruptcy filing in the United
States will require the commencement of winding up proceedings
in Bermuda pursuant to the Bermuda Companies Act 1981.
Therefore, an ongoing review and analysis of various laws of
Bermuda will be necessary. The Debtors will need counsel well
versed in the local laws of Bermuda and as a result, seek to
retain Appleby to advise and represent them on all aspects of
Bermuda Corporate Insolvency, Restructuring and Liquidation law.

Jennifer Yolande Fraser, Esq., a partner of Appleby Spurling &
Kempe, assures the Court that Appleby does not represent or hold
any interest adverse to the Debtors and their estates with
respect to the matters on which Appleby is to be employed and
Appleby has no connection to the Debtors, their creditors or
their related parties. Appleby will also conduct an ongoing
review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise. If any new facts or
relationships are discovered, Appleby will supplement its
disclosure to the Court.

Subject to Court approval under section 330(a) of the Bankruptcy
Code, compensation will be payable to Appleby on an hourly
basis, plus reimbursement of actual, necessary expenses and
other charges incurred by Appleby. The hourly rates charged by
Appleby are:

      Partners                     $425.00-$500.00
      Associates and Paralegals    $175.00-$425.00
      Legal Assistants             $150.00-$200.00

The partners, counsels, associates and paralegals currently
expected to work on these matters together with their current
hourly rates are:

      John Riihiluoma     $500.00/hour
      Peter Bubenzer      $500.00/hour
      Jennifer Fraser     $475.00/hour
      Judy Collis         $500.00/hour
      Susan Davis         $250.00/hour
      Renee Lambert       $175.00/hour

Prior to the date on which the Debtors filed their chapter 11
cases, Ms. Fraser informs the Court the Debtors have paid
Appleby approximately $155,000 for pre-petition services
rendered and that Appleby is holding $400,000 as a retainer for
post-petition services to be rendered to the Debtors and for
post-petition expenses to be incurred for such services.

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

                          * * *

Judge Gerber entered an interim order approving Appleby's
employment, with objections due by February 22, 2002 and a
hearing on March 1, 2002. If no objections are filed, Judge
Gerber orders that this interim order shall be deemed a final
order. (Global Crossing Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBIX CORP: Postpones Filing Date for Prepack Chapter 11 Plan
--------------------------------------------------------------
Globix Corporation (Nasdaq: GBIX) announced that, at the request
of an informal committee of noteholders, it has agreed to delay
the filing date of its previously announced Chapter 11 petition
for a pre-packaged plan of reorganization until the week of
February 25.

Globix has received acceptance of its plan of reorganization
from holders of its senior notes and preferred stock for a plan
of reorganization under Chapter 11 of the U.S. Bankruptcy Code.  
The plan was accepted by holders of senior notes representing
approximately 97.5% of the $500 million principal amount of
senior notes that actually voted and 97% in number of holders
that actually voted.  In addition, 100% of the preferred
shareholders voted to accept the plan.  The terms of the plan
should not be affected by this short delay.  The Company
continues to expect to emerge from bankruptcy by the end of
March 2002, or as soon as practicable thereafter.

The Company intends to continue operating in Chapter 11 in the
ordinary course of business.  It intends to seek the necessary
relief from the Bankruptcy Court to pay its employees, trade,
and certain other creditors in full and on time, regardless of
whether such claims arise prior to or after the Chapter 11
filing.

The delay is intended to facilitate discussions begun over the
last few days between representatives of the informal committee
of noteholders and the landlord of the Company's Globix House
property in London.  Globix House is the Company's principal
office in London and also houses a data center.  The discussions
are focused on the possibility of modifying the Company's long-
term lease and surrendering a significant portion of the
premises. Because the terms of any particular modification have
not been agreed upon, the full implication of any such
modification cannot as of yet be determined.

At present, the Company anticipates that any such modification
may not become effective, if at all, prior to the consummation
of the plan of reorganization.  Additionally, there can be no
assurance that these discussions will lead to an agreement with
the landlord or that such an agreement, if reached, would prove
to be beneficial to the Company.

Globix is a leading provider of advanced Internet hosting,
network and applications solutions for business.  Globix
delivers services via its secure state-of-the-art Internet Data
Centers, its high-performance global backbone and content
delivery network, and its world-class technical professionals.
Globix provides businesses with cutting-edge Internet resources
and the ability to deploy, manage and scale mission-critical
Internet operations for optimum performance and cost efficiency.


GOLDMAN INDUSTRIAL: Seeking Access to $4 Million DIP Financing
--------------------------------------------------------------
Goldman Industrial Group, Inc., and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain post-petition financing from and grant
adequate protection to pre-petition secured lenders. The Debtors
ask for authority to obtain post-petition financing in the form
of revolving advances up to a maximum principal amount not
exceeding $4,000,000 at any time from Fleet Corporation and a
syndicate of financial institutions.

The Debtors tell the Court they currently have insufficient cash
to meet ongoing obligations necessary to maintain their
businesses and preserve the value of their estates. Without
additional financing, the Debtors believe that they can neither
maintain their business operations nor pay undisputed ordinary-
course operating associated with their businesses.  

The Debtors' liquidity crisis is so acute, their operations and
corporate structure so complex that it was not possible to
negotiate alternative financing with any lender other than the
Post-Petition Lenders, who are already intimately familiar with
the Debtors' operations, corporate structure and financial
agreements.  Moreover, the need to maintain confidentiality and
the impracticability of pursuing (and paying for) numerous
prospective lenders, the debtors conclude that it is not
practicable to try to "shop" the Post-Petition Financing. The
Debtors assert that only the Post-Petition Lenders are able to
offer a post-petition credit facility to meet the Debtors'
working capital and within the time frame, that the Debtors are
seeking.

Pending a Final DIP Financing Hearing, the Debtors obtained
immediate authority to borrow under the terms of a Stipulation
and Order on an interim basis in the amount of $2,000,000 from
the Petition Date through April 12, 2002.  The Court granted
this emergency borrowing request realizing that if the Debtors
do not obtain access to interim financing, they will be forced
to consider the immediate conversion of these cases to
chapter 7 liquidating proceedings.

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


HAWK CORP: S&P Hatchets Corporate Credit Rating Down Two Notches
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Hawk
Corp., a leading manufacturer of highly engineered components,
to single-'B'-minus from single-'B'-plus based on weaker-than-
expected operating performance and very constrained liquidity,
which has heightened financial risk.

At the same time, all ratings on the Cleveland, Ohio-based
company were placed on CreditWatch with negative implications.
Around $100 million in debt and bank credit facilities are
affected.

Due to weak operating results, Hawk was in violation of bank
covenants at the end of the fourth quarter of 2001. The company
has obtained a waiver until March 30, 2002, and is currently in
the process of obtaining an amendment.

"Hawk continues to be negatively affected by the soft industrial
market and the depressed aerospace market," said Standard &
Poor's analyst Eric Ballantine.

For the year ended Dec. 31, 2001, Hawk reported EBITDA of about
$20 million, compared with $35 million in 2000. Credit measures
are weak with total debt to EBITDA of around 4.9 times and
interest coverage of around 2.1x. Liquidity is very constrained
with around $3 million available under the company's $30 million
revolving credit facility and about $3 million in cash as of
Dec. 31, 2001. The first quarter usually requires an investment
in working capital and Hawk faces a $3.3 million interest
payment on its senior notes on June 1, 2002.

Standard & Poor's will meet with management to review its plans
to maintain liquidity and to review the company's initiatives to
improve profitability. Should bank negotiations prove to be
challenging or if liquidity becomes further constrained, the
ratings could be lowered.


HUNTER TECHNOLOGY: Appoints Receiver to Evaluate Workout Options
----------------------------------------------------------------
Martin Industries, Inc. (OTCBB:MTIN), a manufacturer of premium
gas fireplaces and home heating appliances, announced that it
has transferred the shares of its wholly-owned subsidiary,
1166081 Ontario Inc., to Roger Vuillod, the manager and sole
director of Martin's Canadian subsidiary, Hunter Technology Inc.
All shares of Hunter are held by 1166081 Ontario Inc. Under the
terms of the transfer, Mr. Vuillod has assumed all obligations
and liabilities associated with the ownership of the shares of
the Canadian subsidiaries.

In connection with this transfer, Martin has assigned $4.3
million in intercompany debt, which Hunter owed to Martin, to
Mr. Vuillod. According to the terms of the assignment, as Mr.
Vuillod collects payment on the debt, he will pay a percentage
of the collection to Martin. Also, Martin has assigned to Hunter
the assets used in the manufacture and distribution of NuWay
trailers, which have been manufactured by Hunter since the
fourth quarter of 2000.

Martin is in the process of evaluating the impact of the
transfer and assignments; however, the effect of the transfer
and assignments will be reflected in Martin's financial
statements as of December 31, 2001. Hunter represented less than
15% of the sales of Martin as of September 29, 2001.

Separately, Hunter Technology Inc., has self-appointed a
Receiver to provide protection from its creditors as it
evaluates its options for restructuring, to include a sale or
merger, or liquidation. Martin is not subject to the
receivership, nor is Martin subject to any guarantee for any
liabilities of Hunter.

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets.

Additional information on Martin Industries and its products can
be found at its Web site: http://www.martinindustries.com


IT GROUP: Will Be Paying $1.1M Prepetition Foreign Vendor Claims
----------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates are authorized to
pay prepetition claims of foreign entities, subject to a
$1,100,000 cap, as set forth in the DIP budget for the period
January 22 to February 15, 2002.

Harry J. Soose, the Debtors' Senior Vice President, Chief
Financial Officer and Principal Financial Officer, relates that
the Debtors are parties to numerous service contracts with
various governments and multinational corporations throughout
the world. Often, service contracts between a Debtor and a
domestic entity that calls for international provision of
services will be performed by a non-debtor affiliate of the
Debtors on foreign soil. Accordingly, in the ordinary course of
the Debtors' businesses, the Debtors transact business with
numerous Foreign Vendors to perform services and provide
materials and equipment that the Debtors use at foreign sites.
In addition, as a result of conducting business worldwide, the
Debtors pay taxes and other administrative fees to foreign
government entities. Such taxes include value added, sales and
gross receipt taxes.

Mr. Soose believes that payment of the Prepetition Claims is
critical to the Debtors' continued worldwide operations. Because
the Foreign Entities may not agree that they are subject to the
jurisdiction of this Court, the Debtors may be unable to rely on
the automatic stay to protect themselves or their foreign assets
from actions in foreign jurisdictions to collect obligations
that remain unpaid.  Absent prompt and full payment, Mr. Soose
fears that the Foreign Vendors are likely not to provide the
goods and services the Debtors require to transact business
abroad. Even if such Foreign Vendors did not take such drastic
action, it is likely that they will delay providing such goods,
materials and equipment and, thereby, jeopardize the Debtors'
cash flow and expose them to significant liquidated damages.  
Mr. Soose adds that absent payment on the Prepetition Claims
owed to Foreign Governmental Entities, the Debtors may lose
their right to conduct business in certain foreign
jurisdictions. Such actions would seriously impair the value of
the Debtors' foreign assets, would erode the Debtors'
relationships with certain foreign affiliates and would
potentially diminish the recoveries of all creditors. The
Debtors also are concerned that some of the Foreign Entities may
exercise "self help" remedies and seize valuable assets abroad
to secure payment on the Prepetition Claims. (IT Group
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


INTEGRATED HEALTH: Court Further Extends Removal Time to May 27
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtain a seventh extension of the time within which they may
file notices of removal of related proceedings, under Bankruptcy
Rule 9027(a), through May 27, 2002.


INTIRA CORP: Has Until March 31 to Decide on Unexpired Leases
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, the time within which Intira Corporation must assume
or reject, assume and assign nonresidential real property leases
is extended until March 31, 2002.

Intira Corporation, a pioneer and industry leader in
netsourcing, outsourcing of information technology and network
infrastructure used to support internet or private network-based
applications. The Company filed for chapter 11 protection on
July 30, 2001. Laura Davis Jones at Pachulski Stang Ziehl Young
& Jones P.C. represents the Debtors in their restructuring
effort.  When the company filed for protection from its
creditors, it listed $112,970,000 in assets and $152,700,000 in
debt.


JAM JOE: Delaware Court Fixes April 12, 2002 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
April 12, 2002, as the Bar Date by which creditors must file
their proofs of claim against Jam Joe LLC.  

All persons and entities, individuals, partnerships,
corporations, estates, trusts and governmental units holding or
wishing to assert pre-petition claims against one or more of the
Debtors are required to file, on or before 4:00pm Eastern Time
on the Bar Date.

The Debtors shall furnish copies of the Bar Date Notice, and a
proof of claim form mailed at least 60 days before the Bar Date
to each known Creditor by first class United States mail,
postage prepaid.

Any Creditor who fails to file a proof of claim prior to the Bar
Date, shall be barred from asserting that claim and from voting
upon or receiving distribution under any confirmed plan for any
of the Debtors.

Any proof of claim must be received with original signatures and
not by facsimile by:

              Kurtzman Carson Consultants, LLC
              5301 Bethoven Street
              Suite 102
              Los Angees, CA 90066
              Attn: Jonathan A. Carson

Creditors holding claims against more than one Debtor must file
a separate claim against that specific Debtor whom a creditor
asserts a claim because a creditor will be bound by the Debtor
named in its proof of claim.

For those unknown creditors, the Debtors shall publish a notice
at least 30 days before the Bar Date in The News Journal.

Jam Joe, L.L.C. filed for bankruptcy protection Under Chapter 11
of the U.S. Bankruptcy Code on July 23, 2001. Christopher S.
Sontchi, Esq. at Ashby & Geddes represents the Debtors in their
restructuring efforts.


KAISER ALUMINUM: Court Okays Payment of $1.8MM Warehouse Claims
---------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates sought
and obtained entry of an order authorizing them to pay certain
prepetition claims held by warehousemen, freight carriers and
freight-related service providers and customs brokers.

In connection with the day-to-day operation of their businesses,
Joseph Bonn, the Debtors' Executive Vice President, relates that
the Debtors rely on numerous freight, air transportation and
vessel companies operated by third parties to transport goods on
land, by air and by water before and after the refining or
production process; and supplement their own on-site storage
facilities by storing finished products, materials and supplies
used in the Debtors' refining and production operations at
several third-party warehouse facilities. As a result, the
owners of the Warehouses and the Freight Carriers may have
possession of certain of the Debtors' materials or products in
the ordinary course of their businesses. As of the Petition
Date, several Warehousemen and Freight Carriers had claims for
storage, transportation and related services previously provided
to the Debtors.

Mr. Bonn adds that the Debtors also utilize certain companies
that process and reconcile freight bills for products and
materials shipped to certain of the Debtors' facilities. As of
the Petition Date, the Freight Processors had claims for
processing services previously provided to the Debtors. The
Debtors currently do not have the systems or personnel to
process these bills internally in a timely manner or the ability
to outsource these processing services without a substantial
delay in the processing of freight bills.

In order to transport goods and materials up the Mississippi
River to the Debtors' Gramercy, Louisiana refinery, the Debtors
must utilize local tugboat companies as well as pilots of the
tugboats to guide the shipping vessels up the river. Mr. Bonn
submits that there are very few service providers, and in some
cases only one service provider, that can be used for these
"taxi" services within the particular territory of the
Mississippi River where the Debtors transport goods and
materials. As of the Petition Date, the Tugboat Companies and
Pilots had claims for services previously provided to the
Debtors.

Daniel J. DeFranceschi, Esq., at Richards Layton & Finger in
Wilmington, Delaware, deems it important to the Debtors'
business and reorganization efforts that they maintain the
reliable and efficient flow of raw materials and goods through
their refining and production systems. In most cases, goods and
raw materials are moved through their integrated systems in
order to meet internal production needs or customer demands.
Unless the Debtors continue to receive raw materials and deliver
work in process, supplies and finished products on a timely
basis and without interruption, certain of their refining and
production operations may be disrupted and the Debtors'
relationships with their customers would be harmed, and the
Debtors' ability to reorganize thus would be impaired.

If the Debtors fail to pay the claims of the Freight Carriers,
Warehousemen, Freight Processors, Tugboat Companies and Pilots,
the Debtors believe that many of the Warehousemen, Freight
Carriers, Freight Processors, Tugboat Companies and Pilots may
stop providing their essential services to the Debtors. Given
the importance of moving goods quickly through the Debtors'
refining and production systems, Mr. DeFranceschi points out
that delays in receiving goods could cause major disruptions to
the Debtors' operations, potentially delaying shipments to
customers, damaging the Debtors' business reputation and
undermining the Debtors' ability to generate ongoing operating
revenue. Even if suitable alternatives to the warehouse
facilities and freight-related service providers were available,
the time necessary to identify these replacements and integrate
them into the Debtors' operations likely would cause a
significant disruption to the Debtors' refining and production
systems.

In addition to the above justification, the Debtors believe that
their failure to pay certain of the Warehouse and Freight-
Related Claims may result in the assertion of possessory liens
by certain of the claimants under applicable state laws, which
is expressly excluded from the automatic stay. Moreover, to
protect their asserted lien rights, Mr. DeFranceschi fears that
the Warehousemen and Freight Carriers may refuse to release
goods in their possession unless and until their prepetition
claims for services have been satisfied.

Moreover, since the amount of any Warehouse and Freight-Related
Claims likely is less than the value of any property securing
those claims, Mr. DeFranceschi points out that the Warehousemen
and Freight Carriers holding lien rights arguably are fully
secured creditors. Consequently, payment of certain of the
Warehouse and Freight Claims that are or can be secured will
give the corresponding Warehousemen and Freight Carriers no more
than that to which they otherwise would be entitled under a plan
of reorganization; and save the Debtors the interest costs that
otherwise may accrue on such claims during these chapter 11
cases.

Accordingly, Mr. DeFranceschi claims that it is important that
the Debtors be authorized to pay the Warehouse and
Freight-Related Claims to ensure that the necessary services
provided by the Warehousemen, Freight Carriers, Freight
Processors, Tugboat Companies and Pilots are available to the
Debtors without interruption and preserve to the fullest extent
possible the value of the Debtors' businesses for the benefit of
all stakeholders. The Debtors estimate that, as of the Petition
Date, the aggregate amount of the Warehouse and Freight-Related
Claims is approximately $1,800,000.

In the ordinary course of their businesses, Mr. Bonn informs the
Court that the Debtors use the services of multiple customs
brokers and freight forwarders to provide services that enable
the Debtors to comply with the complex customs laws and
regulations of the United States. The Customs Brokers are
important in the Debtors' integrated production systems because
they complete paperwork necessary for customs clearance, prepare
import summaries, facilitate exportation of the Debtors'
products, obtain tariff numbers and perform numerous other
miscellaneous services for the Debtors. The Debtors pay the
Customs Brokers for their services and reimburse the Customs
Brokers for any funds advanced by the Customs Brokers on behalf
of the Debtors to pay fees to the United States Customs Service
relating to goods delivered to or from overseas locations, as
well as for charges of certain ocean, air and land shipments and
certain miscellaneous storage and handling expenses.

The Debtors believe that they must pay the Customs Claims to
prevent any disruption in their current arrangement with the
Customs Brokers and in the essential services that the Customs
Brokers provide. The Debtors believe that the Customs Brokers
may refuse to continue to make further Advances and pay Customs
Duties on time if the outstanding Customs Claims remain unpaid.
Mr. Bonn concludes that nonpayment of Customs Claims would
therefore lead to a disruption in the Debtors' integrated
production systems and potentially damage the Debtors'
relationship with customers whose orders would go unsatisfied.
Such nonpayment also may result in the imposition of Customs
Service sanctions against the Debtors, including fines and
storage fees.

Moreover, even if the Debtors could replace the Customs Brokers
with replacement customs brokers willing to perform the same
services, Mr. DeFranceschi contends that there is no guarantee
that the services would be available either timely or on terms
as favorable as those the Debtors currently enjoy. The community
of customs brokers is known to be close-knit, and if a
significant importer were to fail to pay its customs brokers,
the news would travel fast. It is likely that any replacement
customs brokers would demand payment in advance and the Debtors
thus would lose an inexpensive, already existing source of
financing. Moreover, Mr. DeFranceschi notes that the current
import and export system is designed to enable goods to flow to
the Debtors and their customers, from carrier to carrier,
without any interruption for Customs Service processing. The
Debtors' Customs Brokers know how this delivery system works,
but there is no guarantee that any replacement customs brokers
could learn the system in sufficient time to prevent its
breakdown and the consequential costs and delays. The Debtors
estimate that, as of the Petition Date, the approximately
aggregate amount of Customs Claims was less than $50,000.
(Kaiser Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KELLSTROM: Wants Schedule Filing Deadline Extended to April 8
-------------------------------------------------------------
Kellstrom Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for more time to file their schedules of
assets and liabilities and statements of financial affairs --
through April 8, 2002.

With operations throughout the United States, the Debtors assert
that their businesses are highly complex. The Debtors believe
that there are several thousand creditors and other parties-in-
interest that will likely be included in their Schedules and
Statements. Given the size and complexity of their businesses,
the Debtors have not had the opportunity to gather all of the
information necessary to prepare and file their Schedules and
Statements.

Kellstrom Industries, Inc., a leader in the aviation inventory
management industry filed for chapter 11 protection on February
20, 2002. Domenic E. Pacitti, Esq. at Saul Ewing LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $371,249,106
in total assets and $402,400,477 in total debts.


KMART CORP: Seeks Approval of Key Employee Retention Program
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates tell Judge Sonderby
that their management consists of highly talented and successful
individuals who have significant and unique knowledge of the
Debtors' operations and the retail industry -- and Kmart doesn't
want to lose these people at this critical juncture.

John Wm. Butler Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, tells the Court that these managers
and employees are extremely valuable -- not only to the Debtors,
but also to its competitors and other retail companies.  "They
play a key role in ensuring that the Debtors' stores operate
efficiently, and that the Debtors offer the best service to
their customers," Mr. Butler explains.  If the Debtors were to
lose such important personnel, Mr. Butler warns, the effects
would be disastrous to the Debtors' reorganization efforts.

Accordingly, Mr. Butler relates, the Debtors developed a Key
Employee Retention Plan to encourage its personnel to remain
with them in these critical times.  The Debtors have identified
9,700 key employees -- approximately 4% of the total employee
population.

Prior to the Petition Date, Mr. Butler informs Judge Sonderby,
the Debtors retained Buck Consultants to assist in the analysis
and development of a market competitive and effective employee
retention program.  Based on this benchmarking analysis, Mr.
Butler says, the Debtors, Buck Consultants,
PricewaterhouseCoopers, and Skadden Arps Slate Meagher & Flom
jointly developed an overall retention program that incorporates
competitive compensation targets and the most effective
components of the plans used in other chapter 11 cases.

The Key Employee Retention Plan provides:

(A) Organization Tiers

   In order to ensure market-competitive retention offers, the
   Debtors have assigned their key employees to 9 organizational
   tiers, segmented by current salary grades:

     Tier I      - Chief Executive Officer
     Tier II     - Executive Vice Presidents
     Tier III    - Senior Vice Presidents and equivalents
     Tier IV     - Vice Presidents and equivalents
     Tier V      - Directors, District Managers and equivalents
     Tier VI     - Corporate Managers and equivalents
     Tier VII    - Distribution Center Salaried Employees
     Tier VIII   - Store Managers
     Tier IX     - Pharmacy Managers

(b) Corporate Annual Performance Plan

   The purpose of the Corporate Annual Performance Plan is to
   focus participant attention on the Debtors' financial
   turnaround and business improvement and will replace the
   Debtors' current Annual Incentive Plan staring fiscal year
   2002.  Eligible to participate in this Plan are:

     Tiers I
     Tiers II
     Tiers III
     Tiers IV
     Tiers V
     Tiers VI
     Tiers VII

   Performance will be measured based on the Debtors' financial
   performance for each fiscal year.  The vesting and payout
   provisions under the Corporate Annual Performance Plan are:

               Threshold Amount   Target Amount   Stretch Amount
               ----------------   -------------   --------------
     Tiers I          62.5%             125.0%         250.0%
     Tiers II         30.0%              60.0%         120.0%
     Tiers III        22.5%              45.0%          90.0%
     Tiers IV         17.5%              35.0%          70.0%
     Tiers V          13.8%              27.5%          55.0%
     Tiers VI          7.5%              15.0%          30.0%
     Tiers VII         2.5%               5.0%          10.0%

   Employees in these tiers will become vested on January 31 of
   each respective year.  Awards, when earned, will be payable
   as soon as practicable after the fiscal year end.

(C) Stay Bonus

   The purpose of the Stay Bonus is to provide an incentive to
   key employees to continue their employment with the Debtors
   during these chapter 11 cases.  Employees eligible to
   participate in the Stay Bonus are:

     Tiers III (excluding those with individual retention pacts)
     Tiers IV
     Tiers V
     Tiers VI
     Tiers VII
     Tiers VIII
     Tiers IX

   Progress payments are earned consistent with an established
   schedule and conclude when the Debtors emerge of chapter 11.
   Participants are entitled to receive these percentages of the
   Stay Bonus:

     20% on June 30, 2002

     30% on January 1, 2003

     20% on the earlier of the Debtors' emergence from Chapter
         11 or June 30, 2003

     30% upon emergence of the Debtors from Chapter 11

   Employees who remain employed with the Debtors throughout the
   measurement period and who attain at least a "satisfactory"
   rating on their most recent performance evaluation are
   entitled to the Stay Bonus amount of their respective tier.
   Participants are eligible to receive these Stay Bonus award
   opportunities:

                    Award Opportunity
                    -----------------
     Tiers III             65%
     Tiers IV              55%
     Tiers V               40%
     Tiers VI              25%
     Tiers VII             10%
     Tiers VIII            40%
     Tiers IX              15$

   Vesting generally occurs on the pay-out dates.  However,
   employees terminated other than for cause vest immediately
   and are paid the next scheduled Stay Bonus.

(D) Discretionary Transition Payment Plan

   The purpose of the Discretionary Transition Payment Plan is
   to provide management with a discretionary program to
   incentivize selected employees to remain employed with the
   Debtors throughout a specified period.  To be eligible,
   employees must remain employed with the Debtors and remain in
   good standing throughout the measurement period.  However, no
   employee eligible for the Stay Bonus is eligible for the
   Discretionary Transition Payment Plan.

   Eligible employees in Tiers V, VI, and VII are eligible to
   receive (in addition to base salary) one week's base salary
   for each week worked during the transition period.

   Eligible employees in Tier IX and other selected employees
   are eligible to receive (in addition to base salary) one-half
   of one week's base salary for each week worked during the
   transition period.

   Employees in the Discretionary Transition Payment Plan vest
   upon the earlier of termination, other than for cause, or
   completion of a transition period.  Payment will be made
   within 30 days of termination.

(E) CEO Discretionary Pool

   The purpose of the CEO Discretionary Pool is to provide
   protection for the Debtors against unnecessary employee
   turnover.  Any employee deemed to be at risk for voluntary
   termination of employment with the Debtors, as identified by
   management and approved as a participant by the CEO, is
   eligible.  The CEO Discretionary Pool shall be established in
   the amount of $1,500,000 while the authorized payment dates
   and payment amounts will be determined by the CEO.

(F) Emergence Bonus Plan

   The purpose of the Emergence Bonus Plan is to reward key
   executives for their contribution to the Debtors' successful
   emergence from chapter 11.  Eligible to participate are:

     Tiers I
     Tiers II
     Tiers III (selected Senior Vice Presidents & Vice
                Presidents)

     Participants may receive an award:

                   Emergence by     Emergence by
                   July 31, 2003    April 30, 2004
                   -------------    --------------
     Tiers I           160%              80%
     Tiers II          120%              60%
     Tiers III         100%              50%

   The payout, if any, shall be in the form of cash or stock and
   shall be payable upon the Debtors' emergence from chapter 11.

(G) Stock Option Plan

   The proposed Stock Option Plan will be designed to create
   management and employee ownership of the reorganized Debtors
   after emergence from chapter 11 and incentive the financial
   growth of the reorganized Debtors.  Selected executives and
   managers will be eligible to participate in the Stock Option
   Plan.  Participants may receive options or restricted stock.
   Initial grant under the plan will be authorized upon
   emergence of the Debtors from the chapter 11 plans.

Given the importance of the key employees to their efforts to
maximize the value of these estates, the Debtors assert that the
Court should approve the implementation of the Key Employee
Retention Program. (Kmart Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


LAIDLAW INC: Secures Approval to Hire Ernst & Young as Auditors
---------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates present the Court with a
supplement to their application to employ Ernst and Young Inc.
pursuant to the Canadian Order.  The supplement reflect Ernst
and Young, Inc.'s additional roles as Monitor and Information
Officer in the Canadian Cases, according to Joseph M. Witalec,
Esq., at Jones, Day, Reavis & Pogue, in Columbus, Ohio.

As Monitor and Information Officer, Mr. Witalec explains, Ernst
and Young Inc. will perform all of the functions and fulfill all
the responsibilities required by the Canadian Companies'
Creditors Arrangement Act, the Protocol and any other orders of
the Canadian Court.

Mr. Witalec relates that the primary responsibilities of the
Monitor are to monitor the business and financial affairs of the
Debtors and to file a report with the Canadian Court on the
state of those affairs showing:

  (a) the projected cash flow or financial circumstances, and

  (b) before any meeting of creditors to consider a plan of
      arrangement for the Debtors under the Canadian Companies'
      Creditors Arrangement.

As Information Officer, Mr. Witalec emphasizes that Ernst and
Young, Inc. is responsible for filing periodic reports with the
Canadian Court regarding the status of these cases.

Because of Ernst and Young Inc.'s expanding role, Mr. Witalec
says, the fees and expenses must be clarified to be consistent
with the Protocol. As such:

  (a) Ernst and Young, Inc.'s fees and expenses for its services
      as Monitor or Information Officer shall be subject solely
      to the Canadian Court's procedures for the supervision of
      professional fees;

  (b) Ernst and Young, Inc. shall keep a detailed,
      contemporaneous and separate records of its time and
      expenses while serving as Monitor or Information Officer;

  (c) Ernst and Young, Inc.'s fee applications to this Court
      shall only include the fees and expenses incurred as
      restructuring accountants and financial advisors in these
      cases. Fees and expenses related to Ernst and Young,
      Inc.'s services as Monitor and Information Officer shall
      be disclosed to this Court from time to time as required
      by the Protocol.

Further, Mr. Witalec continues, Ernst and Young examined its
records for possible connection to people or entities adverse to
the Debtors' cases. The examination revealed that:

  (a) Ernst and Young LLP-US was retained in November 2001 by
      American Medical Response, Inc., an indirect non-debtor
      subsidiary of Laidlaw, Inc., to perform procedures about
      Accounts Receivables;

  (b) Ernst and Young LLP-US was retained in September 2001 by
      EmCare Holdings, Inc., an indirect non-debtor subsidiary
      of Laidlaw, Inc., to provide general consulting services
      with respect to compensation structures;

  (c) Ernst and Young LLP-UK has in the past, provided auditing
      and tax consulting services to Scott's Hospitality Ltd. in
      the United Kingdom, also a non-debtor affiliate of
      Laidlaw, Inc.;

  (d) McKee Nelson Ernst and Young, a legal services firm
      affiliated with Ernst and Young LLP-US, provided tax
      advisory services to Greyhound Lines, Inc., an indirect
      non-debtor subsidiary of Laidlaw, Inc. No amount for the
      services are currently owed;

  (e) Ernst and Young LLP granted a license of its proprietary
      Passport tax software to Laidlaw, Inc., prior to the
      Petition Date. The software is free of charge;

  (f) Subsequent to the filing of these cases, Ernst and Young
      LLP has performed certain tax consulting services for
      Laidlaw, Inc. for its Canadian operations and has been
      paid for the services;

                          *   *   *

After the Debtors cleared the distinction of the services to be
offered by Ernst and Young, Judge Kaplan authorizes the Debtors
to retain and employ, nunc pro tunc to Petition Date:

  (1) Ernst and Young, Inc. as Restructuring Accountants and
      Financial Advisors, and

  (2) Ernst and Young LLP as internal auditors;

Further, Judge Kaplan orders Ernst and Young Inc. and Ernst and
Young LLP to:

  (a) maintain separate billing functions,

  (b) provide the Debtors with separate invoices, and

  (c) file separate applications with the Court. (Laidlaw
      Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)  


LODGIAN INC: Court Grants Access to $25 Million of DIP Financing
----------------------------------------------------------------
Jeffrey Baddeley, Esq., at Baker & Hostetler LLP in Cleveland,
Ohio, submits that Nationwide Life Insurance Company, as a
secured creditor to the Dedham hotel, will not have the same
level of protection it had pre-petition, based upon the terms of
the proposed DIP financing for Lodgian, Inc., and its debtor-
affiliates. Without providing for cash reserves for capital
expenditures, the value of the Dedham hotel will decline.
Simultaneously, the priming lien allocated to the Dedham
borrower increases the level of debt on the underlying asset,
thereby reducing the value available to support Nationwide's
loan. Conversely, Mr. Baddeley points out that other secured
creditors will benefit from the proposed DIP financing, as the
value of their hotel collateral will increase by an amount that
exceeds the priming liens allocated to the corresponding
Debtors. These secured lenders already enjoy leverage ratios, as
measured by the Debtors, which are lower and less risky than the
leverage ratios of the Nationwide loans the proposed DIP
financing will increase this disparity.

Nationwide believes that the Debtors should provide adequate
security to MSSF in return for its DIP commitment. However,
Nationwide objects to the proposed DIP financing to the extent
that it improves MSSF's position as a pre-petition lender
relative to other pre-petition lenders.

As the provider of the proposed DIP financing, Mr. Baddeley
relates that the MSSF appears to benefit the most in its roles
as a pre-petition lender to the Debtors on 50 hotels as the MSSF
has not required, and the Debtors have not set aside, any cash
reserves to meet the CapEx requirements of the 50 MSSF hotels,
which is inconsistent with industry standards. The Debtors'
Motion and the proposed DIP financing intend to remedy this
situation by using the cash collateral of certain lenders, such
as Nationwide, to meet the Debtors' cash needs in 2002,
including the CapEx needs of MSSF's hotels. This solution
increases the value of MSSF's hotels, to the detriment of
Nationwide and other lenders.

In its role as DIP lender, Mr. Baddeley believes that MSSF will
have expanded rights with respect to the approval of budgets and
CapEx for all hotels, including those of Nationwide and other
prepetition lenders. These expanded rights create a significant
conflict of interest for MSSF in its role as a pre-petition
lender and as the DIP lender and can improve its position as a
prepetition lender, relative to all other pre-petition lenders,
through the decisions it makes as the DIP lender. The Debtors'
Motion provides no control over MSSF to protect Nationwide and
other prepetition lenders from this conflict of interest.

Mr. Baddeley states that Nationwide will derive no benefit from
the proposed DIP financing because its hotels are profitable,
and capable of funding their monthly CapEx reserves and provide
more than their pro-rata share of corporate overhead. The
performance and value of these hotels is not dependent on the
hotel management capabilities of the Debtors. As Nationwide will
receive no benefit from the proposed DIP financing, Nationwide
can only be harmed by the proposed DIP security offered to MSSF.

Mr. Baddeley argues that the Debtors have not demonstrated the
need for the proposed DIP financing. Although the Projected
Financial Statements schedule, included as an exhibit to the
Debtors' Motion, reflects a cash loss of $10,500,000 in 2002,
the Debtors provide no supporting detail to explain the
assumptions that underlie these estimates. Certain components of
the projected cash loss for 2002 are of particular interest to
creditors, including Nationwide. Given the serious nature of the
Debtors' Motion and the magnitude of the proposed DIP financing
and its required priming liens, the Court should deny approval
of the proposed DIP financing until such time as the Debtors
provide adequate financial information supporting the cash flow
projections for 2002 and the need for DIP financing in the
amount of $25,000,000.

As proposed, Mr. Baddeley contends that the security provided to
the DIP lender, in the form of priming liens, is allocated to
certain hotel owners based upon relative levels of EBITDA,
placing additional debt on these hotel owners and increasing
risk to their creditors. This allocation method does not follow
the use of the DIP proceeds and is thus arbitrary.
Responsibility for the security and repayment of the DIP
financing should track as closely as possible the use of the DIP
proceeds.

Assuming that the financial projections for 2002 are supportable
and that the "Restructuring Cost Allocation" of $24,400,000 is
necessary and unavoidable, Mr. Baddeley concludes that the
"CapEx" expenditure of $26,800,000 is the most discretionary use
of cash by the Debtors. Accordingly, the Debtors are in fact
projecting discretionary CapEx expenditures of $10,500,000,
which will require a like amount of borrowings from the DIP
lender. Security for this DIP financing, in the form of priming
liens, should be allocated first to those hotel owners receiving
the benefit of these capital improvements in an amount equal to
100% of the value of those hotels in excess of their existing
secured claims, including the increased value created by the
discretionary CapEx expenditure.

Mr. Baddeley claims that the proposed DIP financing will benefit
certain Debtors to the detriment of other Debtors. Certain of
the Lower Leverage borrowers will receive discretionary CapEx
expenditures that exceed their allocated priming lien.
Conversely, certain Debtors, such as the borrower on the Dedham
Loan, will receive no discretionary CapEx expenditures but will
be allocated priming liens based upon pro-rata EBITDA. This
divergent treatment increase the net equity value of certain
Debtors while reducing the net equity value of other Debtors.

                     Criimi Mae Objects

Criimi Mae Services Limited Partnership, as special servicer to
LaSalle Bank N.A., and State Street Bank and Trust Company,
objects to the Debtors' motion for the entry of orders
authorizing the Debtors to obtain post-petition financing on a
super-priority secured basis from Morgan Stanley Senior Funding,
Inc.

Lawrence P. Gottesman, Esq., at Brown Raysman Millstein Felder &
Steiner LLP in New York, New York, contends that the Motion
should be denied for the following reasons:

A. There is absolutely no basis for priming the Trusts' liens in
     order to fund the DIP Financing of the Non-Trust Debtors;

B. The Debtors have offered no evidence that the Trust Debtors
     need any of the $25,000,000 of post-petition financing
     notwithstanding the fact that each Trust Debtor will be
     liable for its Attributed DIP Amount of said facility;

C. The Debtors have offered no evidence demonstrating that the
     priming of the Trusts' liens on the Low Leverage Hotels is
     necessary at this time since, under the terms of the DIP
     Credit Agreement, MSSF has agreed to make at least
     $17,500,000 of the $25,000,000 facility available to the
     Debtors without priming as a prerequisite;

D. The Debtors' proposed "adequate protection" is woefully
     insufficient to justify not only the use of cash collateral
     under Bankruptcy Code section 363(c), but also the priming
     of the Trusts' liens on the Low Leverage Hotels under
     Bankruptcy Code section 364(d);

E. The Debtors and MSSF are improperly using the DIP Credit
     Agreement as a vehicle to provide substantially superior
     adequate protection to MSSF on account of is $189,000,000
     prepetition debt than the "adequate protection" being
     offered to the Trusts even though MSSF and the Trusts were
     similarly situated prior to the Filing Date with regard to
     the Low Leverage Hotels;

F. The Debtors seek to use the Trusts' cash collateral to pay
     various and substantial fees and expenses of the DIP Agent
     even though the Debtors have failed to offer any evidence
     demonstrating that the Debtors who are guaranteeing the
     payment of their Attributed DIP Amount will receive any
     benefit from the facility; and

G. Provisions of the DIP Credit Agreement, such as Article 7
     which provides for a default if the Trusts obtain relief
     from the stay to foreclose upon assets of a Low Leverage
     Debtor, and permits MSSF to declare an event of default
     without giving the Trusts any notice, should be modified
     before entry of a final order.

                   Lennar Partners Object

Lennar Partners, Inc., as special servicer to The Chase
Manhattan Bank, and LaSalle Bank National Association, objects
to the Debtors' motion for the entry of orders authorizing the
Debtors to obtain post-petition financing on a super-priority
secured basis from Morgan Stanley Senior Funding, Inc. ("MSSF"),
on the same ground presented in the Crimii Mae objection.

                         *   *   *

Finding good and sufficient cause, Judge Lifland grants a final
order authorizing the Debtors to borrow and obtain letters of
credit pursuant to the DIP Credit Agreement, and the Guarantors
are authorized to guaranty those borrowings, up to a maximum
aggregate principal amount of $25,000,000, in accordance with
the terms of the DIP Credit Agreement which shall be used, among
other things, for the purpose of providing working capital for
the Borrower and certain of the Guarantors.

The Debtors also sought and obtained approval of a stipulation
with JP Morgan Chase Bank, Criimi Mae Services LP, and Lennar
Partners Inc., wherein the Lenders consent to a limited DIP
Priming Lien on the those lenders' Collateral.  The amount of
the DIP Priming Lien will be limited to the lesser of (a) the
amount that is actually advanced to Lodgian under the DIP Credit
Agreement prior to a Termination Event, and (b) $302,000 with
respect to the Manhattan Property and $317,000 with respect to
the Lawrence Property. (Lodgian Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MARKETING SERVICES: Inks Standstill Pact with Preferred Holders
---------------------------------------------------------------
Marketing Services Group, a leading relationship marketing
company, announced that it has entered into Standstill
Agreements with its Series "E" Preferred Stockholders until July
31, 2002.

Under the terms of the agreements, and subject to the conditions
specified therein, each Preferred Stockholder has agreed that it
will not acquire, hedge (short), proxy, tender, sell, transfer
or take any action with regard to its holdings during the
standstill period, which extends until July 31, 2002. The
Company's commitments as a result of the agreements include a
partial repurchase of the Series E Preferred Shares totaling
$5,000,000, thereby reducing the number of Series E Preferred
Shares outstanding from 28,500 shares to approximately 23,500
shares. Along with past conversions, this represents roughly a
20% decrease in the outstanding Series E Preferred Shares since
the beginning of the calendar year.

Jeremy Barbera, Chairman and CEO commented, "This agreement is
intended to reduce our liabilities, as well as alleviate
concerns within the investment community regarding our
obligations. We have had, and are continuing, discussions with
multiple parties regarding the possibility of either
restructuring or refinancing the remainder of our obligation. We
are also reviewing options which include replacing our existing
Preferred Stockholders with an alternative strategic investor."

Marketing Services Group, Inc. (Nasdaq: MKTG), which is changing
its name to MKTG Services Inc., is a leading relationship
marketing company focused on assisting corporations with
customer acquisition and retention strategies and solutions. Its
customized marketing capabilities combine comprehensive
traditional marketing tactics with an aggressive integration of
sophisticated new media applications encompassing direct
marketing, database management, analytics, interactive marketing
services, telemarketing and media buying. Operating in seven
major cities in the United States, the Company provides
strategic services to Fortune 1000 and other prominent
organizations in key industries including: Entertainment,
Publishing, Fundraising, Business-to-Business, Education and
Financial Services. General Electric Company has been the
largest shareholder of the Company since 1997. The corporate
headquarters is located at 333 Seventh Avenue, New York, NY
10001. Telephone: 917-339-7100. Additional information is
available on the Company's Web site: http://www.mktgservices.com


MATLACK SYSTEMS: Asks Court to Further Extend Exclusive Periods
---------------------------------------------------------------
For the fourth time, Matlack Systems, Inc., together with its
debtor-affiliates, ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file a
plan and solicit acceptances of that plan.  The Debtors wish to
enlarge their exclusive plan filing period through April 23,
2002 and their exclusive solicitation period through June 24,
2002. Objections on the Motion are due on March 11, 2002 and a
hearing will be done on March 18, 2002.

Reminding the Court, the Debtors relate that aside from the
bankruptcy cases pending before this Court, they also filed an
Application Ancillary to the Proceedings in Canada to stay all
proceedings against the Debtors and their assets in Canada.

Despite the Debtors' best efforts, they have realized that
reorganization is not a viable option. The Debtors started
winding down all of their operations and the liquidation of the
estates with the consent of the Committee and First Union, N.A.,
the Debtors' secured lender. Owning hundreds of trailers and
terminated assets which needed to be identified, valued and
auctioned, this has been a substantial effort.

The debtors are actively working with their own professionals,
the Creditors' Committee and their pre-petition lenders to
negotiate a reorganized plan. The Debtors believe that their
request for an extension is based on realistic views of what
steps must left to be taken by to finalize a reorganization plan
and solicit acceptances of that plan.

Matlack, North America's No. 3 tank truck company, provides
liquid and dry bulk transportation, primarily for the chemicals
industry.  The company filed for chapter 11 protection last
March 29, 2001 and is represented by Richard Scott Cobb, Esq.,
at Klett Rooney Lieber & Schorling.  Matlack's 10Q Report, filed
with the Securities and Exchange Commission on March 31, 2001,
lists assets of $81,160,000 and liabilities of $89,986,000.


MCLEODUSA: Gets 90-Day Extension to File Schedules & Statements
---------------------------------------------------------------
McLeodUSA Inc., sought and obtained a 90-day extension from the
Petition Date to file all Schedules and Statements and permanent
waiver of the requirement to file Schedules and Statements if
the pre-negotiated Plan is confirmed during that 90-day period.

Randall Rings, McLeodUSA's Group Vice President, Secretary and
General Counsel, says the Debtor has not had been able to gather
the necessary information, considering that it has hundreds of
known and potential creditors and given the complexity of its
business and the fact that certain pre-petition invoices have
not yet been entered into the Debtor's financial accounting
systems.

David Kurtz, Esq., at Skadden, Arps, Slate Meagher & Flom
(Illinois), says that Bankruptcy Code section 521(1) allows
the Court to waive the requirement for filing of schedules of
assets and liabilities and statements of financial affairs.  Mr.
Kurtz says that since the Plan has been fully negotiated and
the Disclosure Statement will be provided to all known creditors
in impaired classes, the purpose for filing the schedules and
statements has been fulfilled.

The Schedules and Statements permit parties in interest to
understand and assess a debtor's assets and liabilities and
thereafter negotiate and confirm a Plan of Reorganization, Mr.
Kurtz says, while pointing-out that the Debtor's Plan and
Disclosure Statement have been fully negotiated among the
Debtor, the Pre-Petition Secured Lenders and the Noteholder
Committee. Moreover, he says, a significant amount of the
information called for in the various Schedules already has been
disclosed in the Disclosure Statement, thus the filing of all
Schedules and Statements would be essentially duplicative and
burdensome to the Debtor's estate. (McLeodUSA Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


METROLOGIC INSTRUMENTS: Defaults on Covenants Under Credit Pacts
----------------------------------------------------------------
Metrologic Instruments, Inc. (NASDAQ-NMS: MTLG), a leading
manufacturer of sophisticated imaging systems using laser,
holographic, vision-based technologies, high-speed automated
data capture solutions and bar code scanners, reported financial
results for its fourth quarter and year ended December 31, 2001.

Revenue for the fourth quarter ended December 31, 2001,
increased 21% to $29.0 million compared with $24.0 million for
the same period a year ago. Net income was $0.048 million, or
$0.01 diluted earnings per share, compared to a net income of
$0.177 million, or $0.03 diluted earnings per share, for the
corresponding period a year ago.

Metrologic also reported a continuation of positive cash flow
from operations of $4.4 million for the quarter ended December
31, 2001, compared to cash used in operations of $2.9 million
for the corresponding period a year ago; a $7.3 million
increase.

Revenue for the year ended December 31, 2001, increased 24% to
$113.7 million compared with $91.9 million for the same period a
year ago. Results for the year ended 2001 include the results of
Adaptive Optics Associates, Inc., from January 8, 2001.
Metrologic acquired AOA, a designer and manufacturer of
sophisticated, application-specific laser and vision-based
integrated information processing systems, on that date.

Net loss for the year ending December 31, 2001, before special
charges and other costs associated with inventory valuation
adjustments, was $1.6 million compared to net income of $2.7
million and $0.49 diluted earnings per share for the
corresponding period a year ago. Including special charges
consisting of inventory valuation adjustments of $10.0 million
and the continued increase in the value of the U.S. dollar
relative to other currencies, net loss for the year ended 2001
was $7.8 million.

Metrologic also reported a significant increase in its cash flow
from operations for the year ended 2001 to $15.4 million
compared to cash used in operations of $16.3 million for the
corresponding period a year ago; a $31.7 million increase. Each
quarter of 2001 had positive cash flow from operations.

Commenting on the fourth quarter results, C. Harry Knowles,
Chairman and CEO of Metrologic stated, "I am gratified that the
profitability improvement plan that we announced last August has
started to demonstrate positive results. We are continuing to
take specific, measurable actions to reduce costs for both
earnings improvement and further debt reduction in 2002. Based
on our 2001 results of generating $15.4 million in positive cash
flow from operations, which provided debt reduction of $7.5
million since January 2001 when we acquired AOA, I am confident
that we will achieve Metrologic's aggressive cash flow and
profitability objectives for 2002. The profitability objectives
for 2002 are underscored by the increased production of point-
of-sale scanners at our Suzhou, China manufacturing facility. We
anticipate that approximately 18% of our POS scanners will be
manufactured at our Chinese facility during the first quarter of
2002."

Continued Mr. Knowles, "The iQ180 high-speed image capture and
vision system that was jointly developed by Metrologic and AOA
engineers has been performing better than competitive systems in
customer-directed tests that could result in near-term revenue
potential. The iQ180 is providing customers a cost-effective and
technically superior alternative solution that we believe will
provide Metrologic many sales opportunities in 2002 and 2003.
Our first production-ready iQ180 units for revenue will be
shipped in the first quarter of 2002. Perhaps most gratifying to
me is that the iQ180 development resulted from the integrated
efforts and technology that we acquired with AOA and the
advanced development engineers at Metrologic. I am proud how
well the teams work together. From a financial perspective, the
revenue that we expect from sales of the iQ180 and later
derivative products should provide significant gross profit
margin expansion in future periods."

Thomas E. Mills IV, Metrologic's President and COO stated, "AOA
added significant engineering resources to Metrologic, and
provided the Metrologic engineers more time to devote to POS
products, which represent most of Metrologic's sales. Together
with the development work from our engineering group in Suzhou,
China, these combined efforts have generated three new POS
scanners now in production with additional new products
scheduled to be announced later this spring. We believe that the
introduction of these new products should provide continued
growth of Metrologic's POS sales."

As of December 31, 2001, Metrologic is in default with regard to
certain covenants in its existing loan agreements with its
banks, but Metrologic has an agreement in principle with its
primary bank to convert the current revolving facility to an
asset-based arrangement together with the term note and revised
bank covenants. Metrologic believes that the asset-based
arrangement will provide it more flexibility to finance
Metrologic's working capital needs. Metrologic expects such
asset-based arrangements and other bank agreement modifications
including the bank covenants, to be in place before Metrologic
files its SEC Annual Report on Form 10-K in March 2002 for the
year ended December 31, 2001. In the event that Metrologic is
unable to refinance its debt with its banks or obtain a waiver
or forbearance agreement, its indebtedness would be accelerated
which would have an adverse effect on Metrologic.

                         2002 Outlook

Metrologic expects first quarter 2002 sales of approximately $30
million to $31 million and net income of approximately $0.06 to
$0.08 diluted earnings per share. For the full year of 2002,
Metrologic is expecting sales in excess of $130 million.
Metrologic is comfortable with the high-end of analysts' net
income estimates for 2002 and expects to exceed $0.45 diluted
earnings per share for the year ending December 31, 2002.

Metrologic designs, manufactures and markets bar code scanning
and high-speed automated data capture solutions using laser,
holographic and vision-based technologies. Metrologic offers
expertise in 1D and 2D bar code reading, optical character
recognition, image lift, and parcel dimensioning and singulation
detection for customers in retail, commercial, manufacturing,
transportation and logistics, and postal and parcel delivery
industries. In addition to its extensive line of bar code
scanning and vision system equipment, the company also provides
laser beam delivery and control systems to semi-conductor and
fiber optic manufacturers, as well as a variety of highly
sophisticated optical systems. Metrologic products are sold in
more than 100 countries worldwide through Metrologic's sales,
service and distribution offices located in North and South
America, Europe and Asia. For more information please call 1-
800-ID-METRO or visit http://www.metrologic.com


NAZARETH LIVING: Continued Losses Spur Fitch to Cut Rating to BB
----------------------------------------------------------------
Fitch Ratings has downgraded its rating to 'BB' from 'BBB-' on
Nazareth Living Center's approximately $10 million outstanding
Industrial Development Authority of the County of St. Louis,
Missouri healthcare facilities refunding revenue bonds (Nazareth
Living Center), series 1999. The bonds are removed from Rating
Watch Negative. The rating outlook is negative.

The rating downgrade is the result of Nazareth's continued
losses, reduced cash flow, and diminished liquid reserves.
Chronic labor shortages have led to rapid expense growth and
decline of profitability, as Nazareth's net deficit of negative
8% for fiscal 2001 showed little improvement over fiscal 2000's
negative 9.5%. Revenue growth has been uneven, while use of
contract labor and substantial wage increases for clinical staff
have worsened net deficits. Consequently, Nazareth's 0.7 times
coverage of maximum annual debt service for fiscal 2001 remains
consistent with coverage of 0.6x in fiscal 2000, though
calculation of coverage under Nazareth's master trust indenture
shows coverage of 1.07x. Two consecutive rate covenant
violations have triggered a consultant call-in for operations
monitoring. Additionally, with its four consecutive years of
bottom line losses, Nazareth's liquid reserves have diminished
to roughly 80 days cash on hand at Sept. 30, 2001, and cash to
debt has been reduced to a weak 21.2%.

Several management initiatives have been implemented to improve
financial results, such as a 4.5% resident rate increase,
reduction of contract labor, employment of a staffing
consultant, and a new chief financial officer. Recently,
management has improved the terms of its residency contract to
provide increased revenues to the facility.

Located in St. Louis, Missouri, NLC operates 134 residential
care units and 140 skilled nursing beds.


NETIA HOLDINGS: Files Section 304 Petition in S.D. of New York
--------------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIA, WSE: NET) Poland's largest
alternative provider of fixed-line telecommunications services,
announced that Netia and two of its subsidiaries, Netia Telekom
S.A. and Netia South Sp. z o.o., filed petitions to commence
cases pursuant to Section 304 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of New York on February 20, 2002.

These petitions are ancillary to arrangement proceedings for
Netia and these two subsidiaries which were filed in Poland on
the same date. The Bankruptcy Court in New York issued a
temporary restraining order enjoining all persons and entities
from taking actions against Netia's assets and interests in the
United States.

Netia is the leading alternative fixed-line telecommunications
provider in Poland. Netia provides a broad range of
telecommunications services including voice, data and Internet-
access and commercial network services. Netia's American
Depositary Shares are listed on the Nasdaq National Market
(NTIA), and the Company's ordinary shares are listed on the
Warsaw Stock Exchange. Netia owns, operates and continues to
build a state-of-the-art fiber-optic network that, as at
September 30, 2001, had connected 343,634 active subscriber
lines, including 93,713 business lines. Netia currently provides
voice telephone services in 24 territories throughout Poland,
including in six of Poland's ten largest cities.

DebtTraders reports that Netia Holdings SA's 13.5% bonds due
2009 (NETH09PON2) are trading between 18 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09PON2
for real-time bond pricing.


NETIA HOLDINGS: Section 304 Petition Summary
--------------------------------------------
Lead Debtor: Netia Holdings, S.A.
             Ul. Poleczki 13
             Warsaw 02-822
             Poland

Bankruptcy Case No.: 02-10744

Debtor affiliates filing separate Section 304 Petitions:

     Entity                                     Case No.
     ------                                     --------
     Netia South Sp zo.o.                       02-10746
     Netia Telekom Sp. Zo.o.                    02-10745

Section 304 Petition Date: February 20, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Petitioners:       Kjell-Ove Blom, Avraham Hochman, Ewa Don-
                   Siemion, Mariusz Piwowarczyk, Mariusz
                   Chmielewski and Dariusz Wojcieszek, as
                   members of the management board of Netia
                   Holdings S.A., Netia Telekom S.A.
                   and Netia South Sp. z o.o., in their capacity
                   as board members

Petitioner's
United States
Counsel:          Marcia L. Goldstein, Esq.
                  Weil Gotshal & Manges
                  767 Fifth Avenue
                  New York, NY 10153
                  Telephone: 212-310-8000
                  Fax: 212-310-8007

Petitioner's
Polish Counsel:   Artur Zawadowski
                  Weil, Gotshal & Manges - P.Rymarz Sp. kom.
                  Warsaw Financial Center
                  ul. Emilii Plater 53
                  00- 113 Warsaw, Poland
                  Telephone: (48 22) 520-4219
                  Fax: (48 22) 520-4001

Ad Hoc
Noteholders'
Committee
Counsel:          Cadwalader, Wickersham and Taft

Counsel to a
"Group of
Holders of the
2000 Notes:"      CMS Cameron McKenna

Indenture
Trustee:          State Street Bank

Indenture
Trustee's
Counsel:          Shipman & Goodwin LLP


NEW FLORIDA PROPERTIES: EWM Takes Over Sale of 144 Condo Units
--------------------------------------------------------------
Esslinger-Wooten-Maxwell (EWM) announced that it has been
approved by U.S. Bankruptcy Court to take over sales of the 144
remaining units in New Florida Properties' Blue and Green
Diamond condominiums on Miami Beach.

New Florida Properties filed for bankruptcy protection for Blue
and Green Diamond on January 4, 2002.

The settlement, which includes a compensation schedule with
former exclusive sales representative Fortune Realty, sets in
motion the sales process for the remaining Blue and Green
Diamond units.

"The value of this property, and its standing as one of
Florida's premier high-end residential condominium residences,
was never in question," says Ron Shuffield, president of EWM.  
"On the contrary, over 75% of the 630 units at the Blue and
Green Diamond have already been sold. It is a building with much
life and energy."

Under the new agreement, which received the sanction of the U.S.
Bankruptcy Court, compensation to real estate brokers and other
creditors will be a priority.

Brokers are being paid a 6% commission for any new buyers they
introduce to the property, with resources from the closing of
any new sale guaranteeing commission payment at the time of
closing.

"There are numerous pending closings which will generate
immediate revenue that will be utilized to bring all past due
broker commissions current, as well as to conclude finishing
touches on the building," adds Shuffield.

"A major component of this work-out," he continues, "has been
the bank's (Union Planters) willingness to recognize that paying
past-due commissions and concluding the finishing touches of the
building's construction are the key to successfully selling the
remaining units.  They have been magnanimous in their
cooperation on this matter."

Esslinger-Wooten-Maxwell's staff moved on-site on February 4th
and immediately secured 10 purchase contracts, including one
with a sales price in excess of $2 million.

An aggressive marketing campaign which includes advertising,
public relations and direct mail has already been launched by
EWM.

Built by Brazilian mega-developer Mucio Atheyde's New Florida
Properties Corp., the Blue and Green Diamond consists of 630
total residential units, located on Collins Avenue at 47th
Street on Miami Beach's famed Golden Mile. Boasting 56 beach
side cabanas, swimming pool, two adjacent outdoor spas, two
lighted tennis courts, lush tropical landscaping, and a
breathtaking ocean view, the remaining units of the Blue and
Green Diamond condominiums are priced from $400,000 to more than
$3 million.

"We are confident that the remaining units will be sold
quickly," concludes Shuffield. "The Blue and Green Diamonds
offer buyers the ability to immediately move into one of the
area's most luxurious properties, as well as providing them with
a tremendous investment potential."

Founded in 1964, Esslinger-Wooten-Maxwell, Realtors, a full-
service residential and commercial brokerage firm with 600
associates and staff, is one of the largest residential real
estate firms in the U.S. They offer corporate relocation,
commercial real estate services, international services and
business brokerage, as well as home mortgage, title closing
services and property insurance through their sister-companies,
Embassy Financial Services, Inc., Columbia Title of Florida,
Inc., and First Reserve Insurance, Inc. EWM operates 11 offices
in Miami-Dade and Broward Counties located in Coral Gables,
Coconut Grove, Ponce de Leon, South Miami, Pinecrest/Palmetto,
Miami Beach, Key Biscayne, Brickell, Plantation, Weston, and Las
Olas. For additional information, visit http://www.ewm.com


PACKAGED ICE: Posts Improved 2001 4th Quarter & Year-End Results
----------------------------------------------------------------
Packaged Ice, Inc. (Amex: ICY), reported revenues, EBITDA and
earnings for the fourth quarter and year ended December 31,
2001.

Revenues in the fourth quarter of 2001 were $45.9 million as
compared to $42.6 million in the same quarter of 2000.  EBITDA,
defined as earnings before interest, taxes, depreciation,
amortization and gain or loss on the disposition of assets,
increased to $2.5 million from $2.1 million in the fourth
quarter of 2000.  EBITDA in the fourth quarter was impacted
approximately $1.1 million due to the Enron and certain retailer
bankruptcies. The net loss available to common shareholders was
$20.9 million versus a net loss of $13.9 million in the fourth
quarter of 2000.  The net loss available to common shareholders
in the fourth quarter before amortization of goodwill was $19.5
million, compared to $12.5 million in the fourth quarter of
2000. The net loss and loss per share in the fourth quarter
include non-cash charges of $3.6 million for an adjustment to
our interest rate swap and $2.7 million for the write-off of
debt issue costs, both related to the refinancing of our credit
facility.

Revenues for the twelve months of 2001 were $244 million,
virtually unchanged from 2000.  Full year 2001 EBITDA was $50.5
million as compared to $57.0 million in 2000.  EBITDA for the
full year 2001 includes the fourth quarter charges described
above, as well as severance expense of $1.5 million incurred in
the first nine months of 2001.  The net loss available to common
shareholders in 2001 was $23.5 million as compared to a net loss
of $7.2 million in 2000.  The net loss available to common
shareholders before amortization of goodwill in 2001 was $18.1
million, compared to a net loss of $1.8 million in 2000.

The company's total debt as of year-end 2001, net of cash and
cash equivalents (including restricted cash), was approximately
$316 million, compared to approximately $331 million as of year-
end 2000, a reduction of approximately $15 million.

"In the second quarter of last year we announced new goals of
improving our operating results, increasing our liquidity, and
reducing our debt," commented Chairman and Chief Executive
Officer William P. Brick.  "Since then we have significantly
improved our liquidity and negotiated a much-improved bank
facility that offers a more flexible covenant structure and the
elimination of interim principal payments.  Despite the impact
of the Enron and retailer bankruptcies, our margins also show
significant improvement.  Our priorities for 2002 include a
continued focus on cost reduction and margin improvement, as
well as additional debt reduction of $15 to $20 million."

                         Outlook

The company expects revenues in 2002 in the range of $225 to
$235 million. EBITDA in 2002 is expected to be in the range of
$53 to $56 million, and the net loss available to common
shareholders should be in the range of $7 to $10 million, or
$0.38 to $0.53 per share.  In the first quarter of 2002, the
company expects revenues in the range of $29 to $34 million,
EBITDA ranging from a loss of $1 to $3 million, and a net loss
available to common shareholders in the range of $16 million to
$18 million, or $0.78 to $0.88 per share.  These amounts do not
include a non-cash, first-quarter charge of approximately $73
million in connection with the adoption of SFAS 142, "Goodwill
and Other Intangible Assets" or a first-quarter gain of
approximately $0.4 million on the repurchase of public bonds.

Packaged Ice is the largest manufacturer and distributor of
packaged ice in the United States and currently serves over
73,000 customer locations in 31 states and the District of
Columbia.  The Company has the ability to serve its customers
through traditional ice delivery routes, warehouse programs, or
through the use of its proprietary Ice Factory? technology.  
Packaged Ice supplies ice through all significant channels of
distribution, including supermarkets and convenience store
retailers, restaurants, special entertainment events, commercial
users and the agricultural sector. At September 30, 2001, the
company reported a working capital deficiency of $47 million.


PIONEER COMPANIES: Violates Financial Covenant Under Credit Pact
----------------------------------------------------------------
Pioneer Companies, Inc., (OTC: PONR) said that the distribution
of its common stock pursuant to the Company's plan of
reorganization under the bankruptcy code has been substantially
completed and the common stock is trading on the Nasdaq bulletin
board under the ticker symbol PONR.  The stock had previously
traded on a "when distributed" basis.

Pioneer also noted several operational and financial matters.  
Although the Company does not expect to issue an earnings
release for the fourth calendar quarter of 2001 until late
March, Pioneer noted that industry demand and pricing during the
quarter and currently were less than the Company had expected
when it prepared the financial projections included in the
Company's disclosure statement used in connection with Pioneer's
plan of reorganization. The Company also noted that the
financial covenants included in the Company's working capital
facility were based on those projections, and do not accommodate
significant downward variations in results.

Pioneer's current forecast is below the levels in those
projections and indicates that the Company is not likely to
comply with a covenant in its working capital loan agreement
requiring a certain level of earnings before interest, taxes and
amortization for the current calendar quarter. Accordingly,
Pioneer has discussed with its lender the need for an amendment
or waiver with respect to that covenant.  No assurance can be
given with respect to the outcome of the Company's request, but
if the lender does not agree to an amendment or waiver, a
material adverse effect on the Company's liquidity and financial
condition could occur.  The working capital facility is
structured to provide for borrowings of up to $50 million.  To
date, $30 million has been committed under the terms of the
facility.  As of January 31, 2002, the Company's total borrowing
base under its working capital loan facility was approximately
$28 million.  Borrowings as of January 31 were $7 million, such
that after giving effect to certain reserves and outstanding
letters of credit and the Company's cash on hand of $5 million,
Pioneer had total liquidity of approximately $18 million.

In view of the negative financial impact of unfavorable demand
and prices, Pioneer has undertaken cost reduction measures to
improve its operating performance.  The Company has noted that
some industry forecasts indicate significant net improvement in
chlor-alkali prices over the balance of 2002, with improved
prices in chlorine and unfavorable prices in caustic soda.  That
improvement has yet to occur, and continued unfavorable demand
and prices could further adversely affect Pioneer's operating
performance as well as its liquidity.

Pioneer noted that the Company's annual report on Form 10-K will
contain further information on Pioneer's electricity derivatives
position, based upon further review with the assistance of
independent consultants and updating the information contained
in the Company's Form 10-Q filed December 28, 2001.

Pioneer, based in Houston, manufactures chlorine, caustic soda,
hydrochloric acid and related products used in a variety of
applications, including water treatment, plastics, pulp and
paper, detergents, agricultural chemicals, pharmaceuticals and
medical disinfectants.  The Company owns and operates five
chlor-alkali plants and several downstream manufacturing
facilities in North America, although as previously announced
the plant in Tacoma, Washington will be idled in March.  Other
information of Pioneer Companies, Inc., can be obtained from its
Internet Web site at http://www.piona.com


PIXTECH: Has Until March 31 to Meet Nasdaq Europe Requirements
--------------------------------------------------------------
PixTech, Inc. ,(OTCBB:PIXT) (Nasdaq Europe:PIXT) announced that
it has received notice from Nasdaq Europe that PixTech is not in
compliance with Nasdaq Europe Rule 53.0.2, which sets out the
financial criteria for continued admission to listing on the
Nasdaq Europe market, and that Nasdaq Europe has granted PixTech
a limited extension until March 31, 2002 to regain compliance.
PixTech's common stock continues to be traded on the Nasdaq
Europe market (as well as the OTC Bulletin Board in the United
States) after being delisted from the Nasdaq National Market in
the United States on February 13, 2002.

Nasdaq Europe Rule 53.0.2 requires that issuers maintain at
least one of the following in order to qualify for continued
admission: (i) minimum capital and reserves of Euro 5 million;
(ii) minimum market capitalization of Euro 20 million; or (iii)
total assets and revenues of Euro 20 million for the most
recently completed fiscal year or two of the last three fiscal
years. Nasdaq Europe has indicated that if PixTech fails to
regain compliance with this requirement by March 31, 2002,
Nasdaq Europe will initiate disciplinary action that may result
in delisting. PixTech and its financial advisors continue to
engage in discussions with possible strategic partners regarding
investments to fund the future operations of the company.

PixTech, Inc., is an advanced flat-panel display company
dedicated to commercializing its high-quality field emission
display technology. PixTech operates a flat-panel display pilot
manufacturing and a research and development facility in
Montpellier, France, and has offices in Santa Clara, California
and Rousset, France. To manufacture PixTech's FED products, the
company works with a contract manufacturer in Taiwan. In
addition to various design wins for the 5.2-inch monochrome
display in both the medical and automotive industries, PixTech
recently announced the completion of the first phase of the 7-
inch Color Display FED and is now focused on volume production
and penetration of new markets for its color displays. More
information is available from the company's Web site at
http://www.pixtech.com


PRINTWARE INC: Will Seek Approval to Adopt Plan of Dissolution
--------------------------------------------------------------
Printware, Inc. (Nasdaq: PRTW), reported net sales of $5,277,000
for its year ended December 31, 2001 compared to $5,154,000 in
2000, or a 2.4% increase. The sales results in 2001 reflect
eleven months of activity, versus twelve months in 2000, as a
result of the Company's sale of its operating assets effective
December 1, 2001. The Company also reported a net loss,
including the effect of a write off of $2,298,000 in deferred
income taxes, of $3,222,000, in 2001. In 2000, Printware
reported a net loss of $534,000, which included the favorable
impact of a $593,000 income tax benefit. Without the effect of
income taxes, the Company sustained pre-tax losses of $924,000
in 2001 and $1,127,000 in 2000.

For the fourth quarter of 2001, revenues were $761,000 compared
to $1,270,000 in 2000. Fourth quarter 2001 revenues reflect only
two months of activity versus three months in 2000 as a result
of the December 1, 2001 sale of Printware's operating assets.
The Company also reported a fourth quarter 2001 net loss of
$3,237,000 compared to a net loss of $549,000 in the fourth
quarter of last year.

As previously announced, Printware, Inc., is in the process of
filing a proxy statement to seek shareholder approval to adopt a
plan of liquidation and dissolution of the Company that will
authorize one or more distributions of cash and/or securities to
Printware's shareholders. After receiving shareholder approval
of the plan of liquidation, the Company will delist its common
stock from the Nasdaq National Market System and de-register its
common stock under the Securities and Exchange Act of 1934.


PSINET INC: Holdings Debtor Has Until April 12 to File Schedules
----------------------------------------------------------------
Harrison J. Goldin, the Chapter 11 Trustee for PSINet Consulting
Solutions Holdings, Inc., sought and obtained the Court's
approval for a further extension of the time to file Schedules
and Statements of Financial Affairs and List of Equity Security
Holders until April 12, 2002.

The Trustee told the Court it needs additional time to file
Schedules and Statements because it has faced substantial
difficulties in compiling such records due to:

(1) the resignation of all directors of Holdings prior to the
    Trustee's appointment,

(2) the inability to locate or obtain books and records relating
    to Holdings and the non-debtor subsidiaries of Holdings;

(3) the resignation of PricewaterhouseCoopers (PWC);

(4) PSINet's poor record keeping practices;

(5) the Trustee's difficulty in establishing which of the
    Holdings' subsidiaries are in fact operating, ascertaining
    what assets exist at those entities, and locating various
    bank accounts;

(6) the need to ascertain and handle numerous problems related
    to employees;

(7) the urgency of selling the assets of what formerly made up
    the Enterprise Group at Holdings; and

(8) the need to address GE Capital Corporation's motion to
    Assume or Reject Certain Contracts and examining the nature
    and potential priority of GE Capital's claims. (PSINet
    Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)   


SED INTERNATIONAL: Fails to Comply with Nasdaq Listing Standards
----------------------------------------------------------------
SED International Holdings, Inc. (Nasdaq: SECX), announced that
at its regularly scheduled board meeting on February 6, 2002,
the Company's board of directors considered the Nasdaq Bulletin
dated December 12, 2001, notifying all companies listed on the
National Market System that it was reinstating its minimum bid
price and public float listing requirements which had previously
been suspended in response to market conditions following the
September 11 terrorists attacks.  In light of the fact that the
Company's common stock had been trading under $1.00 for more
than 30 consecutive trading days, the Board considered and
approved a resolution to recommend to shareholders at a special
meeting an amendment to the Company's Articles of Incorporation
that will provide for a reverse stock split of all issued and
outstanding shares of common stock of the Company in an effort
to increase the market price per share above the minimum level
required to maintain a listing on the Nasdaq National Marketing
System.  A special meeting of the shareholders to act on the
Board's recommendation will be scheduled as soon as possible.  
At that meeting the shareholders will be asked to approve a
reverse stock split in the ratio of 1 share for each 2 shares
held.

Subsequent to the Board meeting, the Company received a notice
from the Nasdaq dated February 14, 2000, indicating that the
Company was not in compliance with the Nasdaq's Market Place
Rule 4450(a)(5), because the Company's common stock failed to
maintain the minimum bid price of $1.00 during the past 30
consecutive trading days and because the market value of the
Company's publicly held shares fell below $5,000,000.  The
Company has been granted until May 15, 2002, to regain
compliance with the National Market System Maintenance Rules.  
Compliance with the rules will be determined by the Nasdaq
staff, but generally it requires that the bid price of the
Company's common stock be at least $1.00 for a minimum of 10
consecutive trading days and that the market value of the
Company's publicly held shares be at least $5,000,000.  The
notice from the Nasdaq staff stated that "if at any time before
May 15, 2002, the bid price of the Company's common stock closes
at $1.00 per share or more for a minimum of 10 consecutive
trading days, the staff will provide written notification that
the Company complies with the Rule.  If compliance with this
Rule cannot be demonstrated by May 15, 2002, the staff will
provide written notification that its securities will be
delisted."

The Company is eligible to apply to transfer the listing of its
common stock to the Nasdaq Small Cap Market.  If the Company
should choose to make such an application and if its application
is approved, the Company will be afforded an additional 180-day
grace period which will extend the delisting determination until
August 13, 2002.  The Company may also be eligible for an
additional 180-day grace period provided that it meets the
initial listing criteria for the Small Cap Market under Market
Place Rule 4310(C)(2)(A).  If the Company should move to the
Small Cap Market and it meets the minimum bid price requirement
of $1.00 per share for 30 consecutive trading days and if it
maintains compliance with all other continued listing
requirements, then the Company may be eligible to transfer its
listing back to the Nasdaq National Market System.

If the Company is unable to meet the minimum maintenance
requirements during the initial grace period or if it should
move to the Small Cap Market and be unable to meet the minimum
maintenance requirements during the extended grace period, then
the Company would be subject to delisting from the Nasdaq
System.  In that event, the Company would be notified of any
Nasdaq staff determination to this effect and it would then have
the right to appeal such a delisting determination to the Nasdaq
Listings Qualifications Panel.

SED International Holdings, Inc. celebrating 21 years in
business, is an international distributor and value added
services provider of computer and wireless technology throughout
the United States, the Caribbean, and Latin America.  The
Company has relationships with more than 14,000 value added
resellers, systems builders, e-commerce resellers, dealer-
agents, and retailers.  SED International serves its customers
with more than 3,500 products, fulfillment services, finance
options and e-commerce solutions.  The Company operates sales
and distribution facilities in the U.S., Brazil, Argentina,
Columbia and Puerto Rico.  Because the Company has expertise in
the computer and wireless industry, it is uniquely positioned to
leverage the conversions to these technologies.  More
information about SED International, Inc. can be found at
http://www.sedonline.com


S.O.L.O. BENEFIT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: S.O.L.O. Benefit Fund
             34 Industrial Way/Street
             Bronx, New York 10461

Bankruptcy Case No.: 02-10801

Type of Business: Non-profit organization offers health care
                  benefits to any one who qualifies

Chapter 11 Petition Date: February 21, 2002

Court: Southern District of New York

Debtors' Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese
                   & Gluck P.C.
                  1345 Avenue of the Americas
                  31st Floor
                  New York, NY 10105
                  (212) 586-4050

Total Assets: $1,397,947

Total Debts: $3,244,002

Debtor's Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Patrick Murray                          $2,764,410
C/o Munger Reinschmidt &
Denne
600 4th Street, #303
PO Box 912
Sioux City, IA 51102

Oxford Health Plans                       $252,137
PO Box 10275
Newark, NJ 07193-0275

Xerox Corp.                               $123,879
C/o Dawn Eglinton

Citicorp Vendor Finance                    $27,493
Corp.
C/o Aronson Weiner

Mai Cu                                      $5,734
C/o jeffrey Frank, Esq.

Eunice Vasquez                              $3,083

Midland Elevator Co.                        $2,174


STC BROADCASTING: S&P Keeping Watch on B Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's said that it was placing its ratings on TV
station owner STC Broadcasting Inc., on CreditWatch with
positive implications following the announcement by LIN Holdings
Corp., of its plan to acquire STC and its parent company,
Sunrise Television Corp. for common stock.

Standard & Poor's noted that its corporate credit rating on STC
is single-'B'. Total debt of Sunrise and STC is $156.2 million,
of which $124.2 million is rated.

"The combined business will have greater scale and cash flow
diversity, as well as a stronger financial profile", said
Standard & Poor's credit analyst Eric Geil.

St. Petersburg, Florida-based STC will sell its North Dakota
stations to a third party. All debt and a portion of the
preferred stock of STC will be repaid with proceeds from the
station sales and an initial public stock offering proposed by
LIN. The investment firm of Hicks, Muse, Tate & Furst Inc.,
which controls both STC and LIN, expects to exchange the balance
of the STC preferred stock into new LIN equity.


SPEIZMAN INDUSTRIES: Modifies Credit Pact with SouthTrust Bank
--------------------------------------------------------------
Speizman Industries, Inc. (Nasdaq: SPZN), reported that it has
entered into a Third Amendment and Forbearance Agreement
relating to its credit facility with SouthTrust Bank.  The
credit facility as amended provides a revolving credit facility
up to $15.0 million and an additional line of credit for
issuance of documentary letters of credit up to $4.0 million.  
The availability under the combined facility is limited to a
borrowing base as defined by the bank.  The Third Amendment
incorporates certain changes with respect to the calculation of
the borrowing base and permits an increase in the percentage of
eligible accounts' receivable as well as longer terms relating
to the Company's billing transactions.  The effect of these
changes provides Speizman with an additional $500,000 of
liquidity based upon the Company's borrowing base as of February
20, 2002.  The Company, as of February 20, 2002, had borrowings
with SouthTrust Bank of $10.7 million under its facility and had
unused availability of $1 million as defined by the terms in the
Third Amendment. The Third Amendment also requires monthly
compliance on certain EBITDA targets through July 2002, and
eliminates the previous quarterly financial covenants. The
SouthTrust facility expires on July 31, 2002.

John C. Angelella, Vice President and Chief Financial Officer,
said, "We are pleased to have successfully revised our revolving
credit facility with SouthTrust Bank.  Although we have been
faced with many challenges over the past several months, we feel
our relationship with our bank continues to be productive and
positive.  As we hoped, the terms of the revised agreement
provides Speizman with additional liquidity for running our
business."

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment.  The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States
manufacturers.


SOFTWARE LOGISTICS: Gets Okay to Sell All Assets to Zomax Inc.
--------------------------------------------------------------
Zomax Incorporated (Nasdaq: ZOMX) announced the signing of and
the Bankruptcy Court approval of an Asset Purchase Agreement to
purchase the business and substantially all the assets of
Software Logistics Corporation, dba iLogistix.  iLogistix
provides supply chain services to leading technology companies,
including procurement, inventory management, assembly,
fulfillment, e-commerce, and distribution services.  iLogistix
has operating facilities in the United States, The Netherlands,
Singapore, Taiwan, Mexico, Ireland and Brazil.

Sales revenue of the acquired business is expected to be
approximately $225 million in 2002.  Zomax believes the
acquisition will be accretive to earnings in the second half of
the year.  The purchase price will be based primarily on
iLogistix' working capital assets as of the closing date, plus a
fixed amount.  The price will be reduced by the assumption of
liabilities. Based on current estimates, the purchase price net
of cash is estimated to be $24.6 million plus the assumption of
$12.2 million in liabilities.  Closing on the acquisition is
scheduled to occur on February 28, 2002, but is subject to
significant closing conditions including the receipt of foreign
government approvals, consents to contract assumptions, and
other conditions.  The closing must occur by March 1, 2002
unless there is an agreement to extend the closing date.  There
is no assurance that the closing will occur by March 1, 2002 and
if it does not occur by then, there is no assurance that the
parties will agree to extend the closing date.

Jim Anderson, Chairman and CEO of Zomax commented, "The
iLogistix business is an excellent fit for Zomax.  Adding their
service capabilities, technical resources, geographic locations
and customer base to ours will continue Zomax' global expansion
as an industry leader in servicing the OEM, software publishing
and multimedia industries.  It also gives us a key entry point
into the Asian market from which we plan to further expand."

Anderson added, "The customers of iLogistix are complimentary to
Zomax' customer base.  We are very excited to be able to service
these industry leaders on a global basis.  Providing a smooth
transition is very important to all concerned.  We are carefully
planning to seamlessly propel the business moving forward."

Zomax is a leading international outsource provider of process
management services.  The Company's fully integrated services
include "front-end" E-commerce support, call center and customer
support solutions; DVD authoring services; CD and DVD mastering;
CD and DVD replication; supply chain and inventory management;
graphic design; print management; assembly; packaging;
warehousing; distribution and fulfillment; and RMA processing.  
The Company's Common Stock is traded on the Nasdaq National
Market under the symbol "ZOMX."


SPEEDFAM-IPEC INC: S&P Junks Ratings Due to Liquidity Concerns
--------------------------------------------------------------
Standard & Poor's said today that it lowered its corporate
credit rating on SpeedFam-IPEC Inc. to triple-'C'-plus from
single-'B'. At the same time, it lowered its rating on the
SpeedFam's convertible subordinated notes to triple-'C'-minus
from triple-'C'-plus. The ratings changes reflect the
deteriorating financial flexibility of the Chandler, Ariz.-based
niche semiconductor capital-goods company, following its
announced termination of a sale-leaseback of its corporate
headquarters. The outlook is negative. SpeedFam-IPEC is highly
leveraged, with outstanding debt at $115 million. SpeedFam-IPEC,
which focuses on equipment used to polish semiconductor wafers,
has had operating cash losses since mid-2000. Operating losses
are likely to continue to drain cash balances over the near
term, despite cost-cutting measures to reduce staff and
consolidate facilities that are expected to stem the company's
cash burn rate.

"Failure to stem operating cash flow losses or secure additional
external liquidity over the next few quarters could lead to
lower ratings," said Standard & Poor's credit analyst Emile
Courtney.

A severe and protracted slump in the semiconductor capital
equipment market has resulted in cancellation of existing orders
and a substantial decline in new orders. SpeedFam's revenues
fell to $26 million in the quarter ended November 2001, from $84
million in the November 2000 quarter.

"Timing for meaningful recovery in the semiconductor capital
equipment market is uncertain, and near-term liquidity is likely
to remain pressured," Mr. Courtney said.

The sale-leaseback transaction was intended to bolster cash
balances by $30 million. Although SpeedFam is pursuing a similar
transaction with other buyers to provide external financing,
timing for completion of such a transaction is uncertain.


SUPREMA SPECIALTIES: Files Chapter 11 Petition in S.D. New York
---------------------------------------------------------------
Suprema Specialties, Inc. (Nasdaq NMS: CHEZ) announced that it,
along with its three operating subsidiaries, has filed a
voluntary petition with the U.S. Bankruptcy Court in the
Southern District of New York for reorganization under Chapter
11 of the U.S. Bankruptcy Code.

Suprema has hired the firm of Nightingale & Associates LLC to
assist Suprema with its reorganization. Douglas Hopkins of
Nightingale has been appointed as Suprema's Chief Executive
Officer and Chief Restructuring Officer. Mark Cocchiola,
Suprema's former Chief Executive Officer and President, will
remain as Chairman of the Board and a full-time consultant to
Suprema. Suprema is in discussions with its senior secured bank
lenders in an effort to assure ongoing funding for its
operations during the reorganization proceedings. Suprema also
announced that its independent auditors have resigned and that
it has been advised by The Nasdaq Stock Market, Inc. that its
common stock will be delisted from Nasdaq at the opening of
business on March 1, 2002.

               About Suprema Specialties, Inc.

Suprema Specialties, Inc. manufactures, shreds, grates and
markets gourmet all natural Italian variety cheeses under the
Suprema Di Avellinor brand name as well as under private label.
Suprema's product lines consist primarily of domestic
mozzarella, ricotta and provolone cheeses, grated and shredded
parmesan, romano cheeses, and imported parmesan and pecorino
romano cheeses, including "lite" versions of certain of these
products containing less fat, and fewer calories. The Company
operates facilities in New Jersey, New York, California and
Idaho. The Company supplies cheeses to foodservice, retail, and
food manufacturing companies.

For Further Information About Suprema Specialties, Inc., Please
visit: http://www.supremachez.com


TRANSTECHNOLOGY: Closes Sale of German Asset to Barnes for $20MM
----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) said that it had completed
the previously announced sale of its Seeger Orbis retaining ring
business in Germany to Barnes Group Inc. (NYSE:B) for $20
million.

The net proceeds of the sale were used to retire debt.

Michael J. Berthelot, Chairman, President and Chief Executive
Officer of TransTechnology Corporation, said, "After applying
the net proceeds of this transaction towards our existing senior
debt, we have reduced the balance under that agreement to just
under $30 million, a substantial decrease from the $201 million
of senior debt when we began this restructuring a little over
one year ago. Over the same time period, we have reduced our
total debt, which includes $78 million of subordinated debt, to
$108 million from $273 million at the restructuring's onset. We
are currently in the process of negotiating senior credit
facilities with new lenders that we believe will be adequate to
retire the existing senior credit facility in full and provide
us with the working capital we need to continue to grow and
improve our remaining aerospace product lines."

Mr. Berthelot continued, "We are currently in active discussions
relative to the divestiture of our three remaining retaining
ring operations. At the same time, we are in discussions with
the holders of our 16% subordinated notes due in August 2005
relative to the forbearance agreement under which that facility
operates and its interplay with the proposed new senior lenders.
It is our belief that we will have the new senior credit
facilities and the amended subordinated credit agreement in
place by the end of this fiscal year, which ends March 31."

TransTechnology Corporation -- http://www.transtechnology.com--  
designs and manufactures aerospace products with over 380 people
at its facilities in New Jersey, Connecticut, and California.
Total aerospace products sales were $81 million in the fiscal
year ended March 31, 2001.

Barnes Group Inc. -- http://www.barnesgroupinc.com-- is a  
diversified international manufacturer of precision metal parts
and distributor of industrial supplies, serving a wide range of
markets and customers. Founded in 1857 and headquartered in
Bristol, Connecticut, Barnes Group consists of three businesses
with 2001 sales of $769 million and nearly 5,300 employees at
more than 50 locations worldwide.


US AGGREGATES: Sr. Sec. Lenders Agree to Forbear Until March 16
----------------------------------------------------------------
On February 6, 2002, U.S. Aggregates Inc. entered into a Tenth
Amendment to Credit Agreement and Forbearance Agreement with its
senior secured lenders pursuant to which the senior secured
lenders and the Company agreed on the distribution of net
proceeds received from the recently completed sale of the
Company's Idaho assets.

In addition, subject to certain conditions, the senior secured
lenders agreed not to (i) declare the Company's senior secured
debt due and payable, (ii) foreclose or take any actions to
enforce payment of the Company's senior secured debt or (iii)
collect against the Company's collateral securing such debt. The
Tenth Amendment to Credit Agreement and Forbearance Agreement
is, subject to certain conditions, effective during the period
beginning January 31, 2002 until March 16, 2002.


VELOCITY EXPRESS: Newberger Berman Discloses 24.43% Equity Stake
----------------------------------------------------------------
Newberger Berman Inc. and Newberger Berman, LLC beneficially own  
4,188,439 shares of the common stock of Velocity Express
Corporation, f.k.a. United Shipping & Technology Inc.  Sole
power to vote, or to direct the voting of, is held over
4,047,532 shares and shared power over 140,907 shares for
disposition of those shares.  The aggregate amount held of
4,188,439 shares represents 24.43% of the outstanding common
stock of Velocity Express.

Neuberger Berman, LLC is deemed to be a beneficial owner for
purpose of Rule 13(d) since it has shared power to make
decisions whether to retain or dispose of, and in some cases the
sole power to vote, the securities of many unrelated clients.  
Neuberger Berman, LLC does not, however, have any economic
interest in the securities of those clients.  The clients are
the actual owners of the securities and have the sole right to
receive and the power to direct the receipt of dividends from or
proceeds from the sale of such securities.

Employee(s) of Neuberger Berman, LLC and Neuberger Berman
Management, Inc. own  990,820 shares.  Employee(s) own these
shares in their own personal securities accounts.  Neuberger
Berman LLC disclaims beneficial ownership of these shares since;
these shares were purchased with each employee(s) personal funds
and each employee has exclusive dispositive and voting power
over the shares held in their respective accounts.

United Shipping and Technology, formerly U-Ship, offers same-
day, on-demand delivery service through its main operating
subsidiary, Velocity Express. In addition to time-sensitive
deliveries, the company provides support services for customers,
including logistics, warehousing, on-site services, fleet
replacement, and international air courier services. United
Shipping and Technology serves the financial, healthcare, and
retail industries through 210 locations in the US and Canada
using a fleet of some 9,000 vehicles. Investment firm TH Lee
Putnam Ventures controls about 33% of United Shipping and
Technology. At September 29, 2001, the company had a total
shareholders' equity deficit of $35 million.


VLASIC FOODS: VFB LLC Sues Campbell Soup for $250MM in Damages
--------------------------------------------------------------
VFB LLC, the post-confirmation successor to the bankruptcy
estates of VF Brands, Inc., Vlasic Foods International Inc., et.
al. has filed suit against The Campbell Soup Company, et. al.
for $250 million in damages.  The allegations include fraudulent
conveyance, illegal dividends and breach of fiduciary duty, all
in connection with the spin-off of Vlasic, Swanson, and other
product lines and businesses from Campbell's in 1998.  The case
(#02-137) was filed in the United States District Court for the
District of Delaware.  A copy of the complaint may be obtained
from the VFB LLC Web site http://www.vfbllc.com   

DebtTraders reports that Vlasic Foods International Inc.'s
10.250% bonds due 2009 (VLASIC1) are trading between 21 and 25.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=VLASIC1
for real-time bond pricing.


WA TELCOM: Verso Restructures Payment Due on NACT Acquisition
-------------------------------------------------------------
Verso Technologies, Inc. (Nasdaq: VRSO), an integrated switching
solutions company that is adapting the cost savings of IP
networks to the unique requirements of voice, announced that it
has reached an agreement with WA Telcom Products Co. Inc., the
company from which Verso acquired NACT Telecommunications Inc.,
to restructure the approximately $5.5 million payment due WA
Telcom on March 31, 2002 as follows: Verso would pay WA Telcom
$4.25 million, of which $1.5 million would be paid on April 1,
2002, $500,000 would be paid on each of July 1, 2002, October 1,
2002 and January 1, 2003 and $1.25 million (plus interest from
April 1, 2002) would be paid on April 1, 2003. As part of this
agreement, Verso would release WA Telcom from any and all claims
that Verso has or may have against WA Telcom.

The revised payment obligation would be evidenced by a
promissory note that will be convertible, at WA Telcom's option,
during a certain period surrounding each payment date to the
extent of the payment then due, into shares of Verso common
stock, which will be fixed based on the average price of shares
over the 20 trading-day period prior to the date the promissory
note is issued. Verso would seek to register the shares of its
common stock underlying the promissory note for resale under the
Securities Act of 1933.

The agreement with WA Telcom is subject to the approval of the
Bankruptcy Court having jurisdiction over WA Telcom's pending
Chapter 11 reorganization proceedings and the preparation and
execution of definitive documentation.

The company believes that the restructuring of the deferred
purchase price in combination with the company's cash producing
operations, $7.2 million in cash (as of February 15, 2002), and
$5.0 million in unused line of credit, provide sufficient
liquidity to meet the company's current needs for 2002.

Verso Technologies provides integrated switching solutions for
communications service providers who want to develop IP-based
services with PSTN scalability and quality of service. Verso's
unique, end-to-end native SS7 over IP capability enables
customers to leverage their existing PSTN investments by
ensuring carrier-to-carrier interoperability and rich billing
features. Verso's complete VoIP migration solutions include
state-of-the-art hardware and software, OSS integration, the
industry's most widely used applications and technical training
and support. For more information about Verso Technologies,
contact the company at http://www.verso.comor by calling (678)  
589-3500.


WEIGH-TRONIX: S&P Hatchets Junk Ratings Down Two Notches to CCC-
----------------------------------------------------------------
Standard & Poor's said it lowered its long-term corporate credit
ratings on U.S.-based weighing instrument manufacturer Weigh-
Tronix LLC to triple-'C'-minus from triple-'C'-plus. This action
is based on the significant risk that the company might be
unable to amend its banking covenants following a poor financial
performance in the quarter ended Dec. 31, 2001. All ratings
remain on CreditWatch, where they were placed with negative
implications on Oct. 10, 2001.

"The failure to successfully renegotiate its banking covenants
could lead to acceleration of the company's debt, as Weigh-
Tronix forecasts that cash flow will not be sufficient to comply
with current financial covenants," said Standard & Poor's credit
analyst Martin Amann.

The ratings on Weigh-Tronix reflect Standard & Poor's concern
that the company's liquidity will remain tight in the
foreseeable future. At the end of December 2001, cash and cash
equivalents amounted to $7.9 million, although during the
current waiver period ending March 22, 2002, Weigh-Tronix's
ability to draw down its revolving credit facility is limited to
a maximum of $2.5 million. Together, these factors do not allow
for a further deterioration of the company's financial
performance.

Total financial debt at the end of December 2001 was $196
million. The company reduced its bank debt in February 2002,
however, through the sale of its consumer segment company,
Salter Housewares, which resulted in net proceeds of $14.1
million.

In the third quarter of fiscal 2002 ending December 2001, Weigh-
Tronix reported sales of $67.8 million and adjusted EBITDA
(excluding unusual and nonrecurring items) of $3.8 million.
Adjusted EBITDA was, therefore, lower than the reported interest
expenses of $5.1 million.

Standard & Poor's views Weigh-Tronix's cash flow generation as
weak in the first three quarters of fiscal 2002 ending March 31,
2002. Furthermore, the company is expected to maintain high
financial leverage.

Standard & Poor's will continue to monitor the renegotiation of
Weigh-Tronix's bank covenants, as well as its liquidity
situation, with a view to resolving the CreditWatch status.


WINSTAR COMMS: Has to Make All Lease Payments to CIT Lending
------------------------------------------------------------
Judge Katz directs Winstar Communications, Inc., and its debtor-
affiliates to immediately timely pay CIT Lending Services
Corporation all lease payments from December 19, 2001 up to the
remainder of the 120-day period.

Prior to the Petition Date, CIT Lending leased certain
telecommunications equipment to the Debtors.  Under the Lease
Agreement, the Debtors are required to make monthly payments of
$268,136.18. However, the Debtors have failed to make any
payment since July 2001. (Winstar Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


* BOND PRICING: For the week of February 25 - March 1, 2002
-----------------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05              25 - 27 (f)
AES 9 1/2 '09                  61 - 63
AMR 9 '12                      93 - 94
Asia Pulp & Paper 11 3/4 '05   22 - 25 (f)
Bethlehem Steel 10 3/8 '03     13 - 16 (f)
Chiquita 9 5/8 '04             86 - 87 (f)
Enron 9 5/8 '03                12 - 14 (f)
Global Crossing 9 1/8 '04       3 - 4 (f)
Level III 9 1/8 '04            38 - 40
KMart 9 3/8 '06                42 - 44 (f)
McLeod 11 3/8 '09              22 - 24 (f)
NWA 8.70 '07                   88 - 90
Owens Corning 7 1/2 '05        37 - 39 (f)
Revlon 8 5/8 '08               40 - 42
Royal Caribbean 7 1/4 '06      84 - 86
Trump AC 11 1/4 '06            67 - 69
USG 9 14 '01                   84 - 86 (f)
Westpoint 7 3/4 '05            28 - 30
Xerox 5 1/4 '03                91 - 92

                          *********

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 ***