TCR_Public/020308.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, March 8, 2002, Vol. 6, No. 48

                           Headlines

AMERICAN SKIING: NYSE To Suspend Shares Trading On March 14
ANC RENTAL: Court Okays Insurance Agreement With Cananwill
AT HOME: New Edge Completes Migration of Network And Customers
ATMI INC.: S&P Assigns Low-B Ratings to Corporate & Conv. Debt
BROADBAND WIRELESS: Board Chairman Albie Shaffer Resigns

BULL RUN: Lenders Agree To Extend Credit Maturity To March 29
BURLINGTON INDUSTRIES: Selling Casa Burlmex Business
CHESTER HOLDINGS: Files Chapter 11 Petition In South Carolina
CHIQUITA BRANDS: Borrowing Money From Operating Subsidiary
CAPITOL COMMUNITIES: Looks For More Money To Sustain Operations

CYPRESS FOODS: Bankruptcy Leaves Chickens Without Food
DELSOFT CONSULTING: Converts Bankruptcy Case to Chapter 7
ENRON CORP: Asks Court To Extend Removal Period Through June 1
FEDERAL-MOGUL: Appoints Jane L. Warner To Board Of Directors
FLAG TELECOM: Retains CSFB & Blackstone as Strategic Advisors

FLOUR CITY: Seeking To Raise Funds To Comply With Nasdaq's Rules
FOAMEX: Commences $200 Million Offering of Senior Secured Notes
FORMICA CORP: S&P Slashes Ratings To D In Wake Of Bankruptcy
GALEY & LORD: Posts Losses For First Quarter 2002
GENEVA STEEL: USWA Begins Grassroots Campaign for Benefits

GLOBAL CROSSING: Employs Bankruptcy Services LLC As Claims Agent
GLOBIX CORP: Needs Until June 1 to File Schedules & Statements
GLOBIX: Asks Court to Fix April 12 Securities Claims Bar Date
HAYES LEMMERZ: Assuming Senior Management Agreements
HMG WORLDWIDE: Seeking Court Nod to Extend Exclusive Periods

HOULIHAN'S: Creditors' Committee Taps Lathrop & Gage as Counsel
INTEGRATED HEALTH: Selling APS Shares And Loan For $12 Million
KAISER ALUMINUM: UST Appoints Asbestos Claimants' Committee
KMART CORP.: GMAC Commercial Makes $6MM Reclamation Demand
KMART: 800America.com Unit Forms Partnership To Bid For Assets

KMART CORP: Receives Final Approval For $2 Billion DIP Financing
LERNOUT: Dictaphone Plan Confirmation Hearing Set For March 13
LIGHTRADE INC: Chapter 7 Voluntary Case Summary
MCLEODUSA: Genesis And Riverside To Acquire CapRock Services
MESA AIR GROUP: Shareholders To Convene In Phoenix On April 4

MONARCH DENTAL: Says Cash Insufficient To Pay Off Debts
N-VIRO INTERNATIONAL: Shares Kicked Off Nasdaq Today
NATIONSRENT: Obtains Final Court Nod On $55 Million DIP Loan
NTEX INCORPORATED: TSE Listing Review to Follow Sale of Assets
NVR INC: S&P Affirms BB Ratings And Revises Outlook to Positive

PACIFIC GAS: Says Natural Gas Prices Continue To Plunge In 2002
PACIFIC GAS: Seeks Court Nod To Pay Claims Under $5,000
PACIFIC GAS: Annual Shareholders' Meeting Scheduled For April 17
PARK PLACE: Assigns BB+ Rating To Proposed $300 Million Notes
PHASE2MEDIA: SDNY Court Fixes March 19 As Claims Bar Date

PHASE2MEDIA: Court Extends Plan Filing Exclusivity to March 26
PHYCOR INC.: Engages Poorman-Douglas as Claims Agent
RURAL/METRO: FY 2001 Working Capital Deficit Amounts To $262MM
SENIOR HOUSING: HRPT Properties Discloses 22.17% Equity Stake
SERVICE MERCHANDISE: Selling Designation Rights To Kimco Trio

SLEEP INVESTOR: Case Summary & 20 Largest Unsecured Creditors
SYSTEMONE: Lenders Agree To Forbear Loans Until September 30
TELIGENT: Plan Filing & Lease Decision Periods Run Until May 15
TEMBEC INC: S&P Rates Proposed $275 Million Notes At BB+
TIME WARNER: S&P Changes Outlook to Negative & Affirms B+ Rating

UNIFAB INT'L: Restructures Senior Secured Credit Facility
VECTOUR: Selling Assets to Non-Debtor Affiliate For $3.25 Mil.
VECTOUR INC.: Employs Ernst & Young LLP as Accountants
VELOCITY EXPRESS: Special Stockholders' Meeting Set For March 20
VOICEFLASH: Seeks Review Of Nasdaq Delisting Determination

W.R. GRACE: Fresenius Books $172MM Charge For Grace Litigation
WESTAFF INC.: Negotiating With Lenders To Amend Debt Covenants
WILLIAMS COMMS: Agrees With Bank Group To Defer Debt Payments
WINSTAR COMMS: Perot Systems Presses For Decision On Lease
WORLDTEX INC.: Emerges From Chapter 11 Bankruptcy

BOOK REVIEW: Bankrutpcy Crimes

                           *********

AMERICAN SKIING: NYSE To Suspend Shares Trading On March 14
-----------------------------------------------------------
American Skiing Company (NYSE: SKI) announced it has received
notification from the New York Stock Exchange ("NYSE") that the
Company's shares of common stock will be suspended and that the
issue will be removed from the NYSE's trading list.  The Company
reported that the NYSE's delisting action is not expected to
affect its current operations, sales and marketing or financial
position.

"While we are disappointed with the Exchange's decision, we
remain focused on improving our operations, strengthening our
financial position and creating value for all of our investors,"
said CEO B.J. Fair.  "This is the driving force behind the
restructuring plan that we implemented last May and on which we
continue to make substantial progress.  The Company is working
with sponsors to ensure that our shares will trade on the NASD
"Over-the-Counter Bulletin Board" and we will continue to
communicate to our investors as a public company."

The Company expects that the shares will commence trading on the
"Over- the-Counter Bulletin Board ("OTCBB")" after delisting
from the NYSE and will provide additional information to
investors in due course.  The OTCBB is a regulated quotation
service that displays real-time quotes, last sale prices and
volume information in over-the-counter ("OTC") securities.  An
OTC equity security is generally an equity that is not listed on
NASDAQ, the NYSE or any other national securities exchange.  The
OTCBB provides access to over 3,600 securities and includes more
than 330 participating market makers.  Quotations and trading
information can still be accessed via websites such as Yahoo and
other quotation services or through a securities broker.
Information regarding the OTCBB can be found at www.otcbb.com.

Trading will be suspended prior to the opening on March 14,
2002.  The NYSE will continue to trade the Company's shares of
common stock until March 14, 2002 and will then make appropriate
filings with the Securities and Exchange Commission.

              About American Skiing Company

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


ANC RENTAL: Court Okays Insurance Agreement With Cananwill
----------------------------------------------------------
ANC Rental Corporation sought and obtained Court approval to
enter into a Commercial Insurance Premium Finance Agreement with
Cananwill Inc. to obtain property insurance from Lexington
Insurance Company.

Mark J. Packel, Esq., at Blank Rome Comisky & Mc Cauley LLP in
Wilmington, Delaware, explains that with this agreement, the
Debtors will make payments to Cananwill over an eight-month
period rather than making one lump sum multi-million dollar
payment for the insurance premium.  The Debtors, according to
him, have determined that Cananwill offers the best means to
finance their property insurance premiums to better manage their
cash flow.

The salient points of the Debtors' agreement with Cananwill
include:

A. Under the Lexington Policy, Lexington is willing to provide
       the Debtors with property insurance for a term of one
       year effective January 1, 2002. The Premium, otherwise
       due January 30, 2002, is in the amount of $3,895,735.63.
       In order to facilitate the Court's consideration of this
       Motion, Lexington has agreed to extend that due date to
       February 20, 2002 in exchange for the payment of a
       deposit of $1,000,0000, which was paid by the Debtors on
       January 16, 2002; and

B. Cananwill proposes to finance the remainder of the Premium
       after the Debtors make a further premium payment of
       $306,187.00. The Debtors will repay Cananwill in eight
       monthly payments of $330,630.93 beginning March 1, 2002.
       In order to secure the Debtors' obligations to Cananwill
       in connection with the Agreement, the Debtors will grant
       Cananwill a security interest in the unearned or returned
       premiums and other amounts which would be due to the
       Debtors in the event of cancellation of the Lexington
       Policy. The Debtors will also grant Cananwill a power of
       attorney to cancel the Lexington Policy in the event of a
       default in payment by the Debtors. In the event of a
       default by the Debtors, Cananwill's claim, if any, to the
       extent not satisfied by the Unearned Premiums will be
       entitled to administrative expense priority.

(ANC Rental Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AT HOME: New Edge Completes Migration of Network And Customers
--------------------------------------------------------------
New Edge Networks, a national enhanced data and broadband
communications service provider, announced it has successfully
completed the migration of a national network and customers from
AtWork, the commercial access division of bankrupt AtHome Corp.
(OTCBB:ATHMQ).

For almost all affected AtWork customers, service migration was
transparent. Service to a few isolated customers with complex
routing to the Internet was temporarily halted when AtHome shut
down its network Mar. 1 before new circuits were installed. The
migration involved about 1,300 AtWork business customers in 26
metropolitan areas in 21 states.

"I want to welcome all of our new customers to our TransEdge
service," said Dan Moffat, president and CEO of New Edge
Networks. "We tried to make this migration as customer-friendly
as possible despite the troubled times in telecom. We had just
10 business days to complete our work and minimize service
disruption to customers whose business livelihood depends on
continuous access to the Internet.

"I am proud of our employees. They have outdone themselves once
again," Moffat said. "It took a lot of hard work, skilled people
and an equally strong commitment from our network partners at
AT&T (NYSE:T) to pull this off in such a short timeline. To all
who helped us get through this, I say thank you."

On Feb. 15 New Edge Networks announced that it paid $1.5 million
in the bankruptcy sale to acquire all affected AtWork commercial
customers, related premises equipment, and network routers that
are installed in 33 Internet hub locations in major cities
around the country. In addition to the value of equipment and a
working network serving tier 1 cities, the purchase represents
about $18 million in new annual revenue for New Edge Networks.

"This transaction is a natural extension of our existing
broadband business in small, midsize and semi-rural markets,"
said Dan Moffat, president and CEO of New Edge Networks. "With a
new presence in major metropolitan areas around the country we
are better positioned to meet the growing needs of customers who
have branch offices in both small and large cities.

               About New Edge Networks

New Edge Networks owns and operates one of the largest multi-
service data communications networks in the United States. With
600 multi-service switches, New Edge is able to deliver frame
relay, ATM, and other advanced wide area network technologies to
hundreds of markets nationwide. The company offers frame relay
access and gateway products through agent programs and
complementary carrier agreements with Regional Bell Operating
Companies. In addition, New Edge provides DSL services in more
than 360 small and midsize cities in 29 states and dedicated
Internet access in more than 30 major metropolitan areas in 21
states. The company provides a wide variety of business class
DSL solutions through Internet Service Providers and its own
retail channel under the TransEdge brand. Total company revenue
is almost equally split between WAN and DSL services. Top-tier
private venture firms, global financial institutions and
worldwide technology firms provide financial backing to New Edge
Networks. The company's Web site is
http://www.newedgenetworks.com.Telephone: 360/693-9009.


ATMI INC.: S&P Assigns Low-B Ratings to Corporate & Conv. Debt
--------------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus corporate credit
and single-'B'-minus convertible subordinated notes ratings to
ATMI Inc., a Danbury, Conn. based supplier of specialty
chemicals used to manufacture of semiconductors.

The ratings on ATMI reflect the company's good niche position in
the semiconductor capital goods industry, offset by that
industry's volatility, substantial technology risks, and an
aggressive acquisition policy. ATMI is a leading supplier of
specialty chemicals used to manufacture semiconductors, as well
as equipment to deliver those chemicals, and related
environmental control products. ATMI is expected to continue its
aggressive acquisition practices and to broaden its range of
products and services while leveraging its existing distribution
infrastructure. Still, competition is well developed, with
multiple suppliers offering equivalents to many of the company's
products.

Growth was strong during 2000, although conditions slowed
dramatically during 2001, with December-quarter revenues less
than one-half the level of the like 2000 quarter. The company
reported negative $6 million EBITDA for the December 2001
quarter compared to $22 million EBITDA in the year-earlier
quarter. Although there are indications that conditions have
stabilized, materials growth is likely to be modest over the
next few quarters, while the equipment business is expected to
remain very weak for the balance of 2002. The company has
reduced costs, but EBITDA is likely to be very limited over the
next few quarters. Capital expenditures were very high in 2000
and early 2001, as the company continued to expand the scope of
its materials business, although expenses in the next few
quarters are expected to be moderate. Following sale of a note
issue in November 2001, liquidity is ample for operational needs
at $210 million on Dec. 31, 2001. Still, acquisitions could be a
material call on cash balances at any time.

                         Outlook

ATMI's niche business position and moderate financial practices
provide a degree of ratings protection, although a protracted
continuation of the current weak industry level could still
pressure ratings. The company's growth plans are a substantial
impediment to higher ratings.


BROADBAND WIRELESS: Board Chairman Albie Shaffer Resigns
--------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin
Board: BBANe) announced that current Chairman of the Board,
Albie Shaffer has resigned his position from the Board of
Directors effective March 10th, 2002.  This decision was made in
light of the continuing progress towards the conclusion of the
Chapter 11 proceeding and the acquisition of Entertainment
Direct.TV, Inc., which will result in a change in control of the
company.

The Federal court appointed temporary receiver Peter Bradford
originally appointed Mr. Shaffer to an advisory committee of
interested shareholders in October of 2000.  Then in December of
2000, he joined the Board of Directors of Broadband Wireless
International Corporation and was appointed Chairman of the
Board on December 28, 2000.  From that time forward Mr. Shaffer
has worked with the Board of Directors and the temporary
receiver to bring the company through the receivership and
identify a viable candidate as a business partner.  On October
29th, 2001, the Board of Directors signed a definitive agreement
to acquire Entertainment Direct.TV, Inc. in exchange for 51% of
the outstanding shares of Broadband Wireless International
Corporation.

Dr. Ron Tripp, Broadband President stated, "The accomplishments
over the past 16 months have positioned the company with a
future opportunity to bring value back to the shareholders.
Albie Shaffer's contribution to this company cannot be measured.
Albie took a leadership role on behalf of the shareholders at an
early stage and has sacrificed time and effort that ordinarily
would have been directed at his business entities in the Houston
area.  His participation and leadership was a key factor in
accomplishing the goals of the Board of Directors.  It has been
my pleasure to be associated with him as a friend and member of
the Board.  He will be missed."

Shaffer remarked "While it has been challenging at times,
leaving now having provided the shareholders a chance for
recovering value in their holdings provides me satisfaction and
completes the task that I accepted. Despite moving on at this
time, I will remain very interested in the company and will
watch the new company's progress with great anticipation."


BULL RUN: Lenders Agree To Extend Credit Maturity To March 29
-------------------------------------------------------------
On February 28, 2002, Bull Run Corporation and its lenders
amended the Company's bank credit facility in order to change
the facility's maturity date from February 22, 2002 to March 29,
2002, and increase the maximum allowable borrowings through the
maturity date under the Company's revolving credit facility from
$15,500,000 to $20,000,000. In connection with this amendment,
the Company's chairman agreed to increase his personal guarantee
of the bank credit facility to a maximum amount of $91 million
of the Company's indebtedness to the bank lenders, which is
currently $89.4 million.

As disclosed in the Company's Form 10-Q for the period ended
December 31, 2001, the Company believes that it will be able to
reach an acceptable agreement with its bank lenders on the terms
of a long-term refinancing of the credit facility prior to the
facility's new maturity date. A long-term refinancing of the
credit facility may involve a significant reduction in the total
amount of financing available from the bank lenders, and the
Company believes it has the ability to successfully achieve such
a reduction within a time frame acceptable to its bank lenders.
The Company has reduced its bank term debt by over $20 million
during the current fiscal year as a result of the sale of
certain investment assets and the issuance of new equity to
affiliated parties.


BURLINGTON INDUSTRIES: Selling Casa Burlmex Business
----------------------------------------------------
As part of its reorganization strategy, Burlington Industries,
Inc. seeks the Court's approval to sell substantially all of the
assets of its nondebtor affiliate -- Casa Burlmex S.A. de C.V.

According to Richard M. Cieri, Esq., at Jones, Day, Reavis &
Pogue, the Debtors have decided to exit the window treatment and
bedding portion of their Interior Furnishings operating segment.
Both prior to and since the Petition Date, the Debtors have
marketed the Assets to potential purchasers. "The sale of the
Assets will permit the Debtors to concentrate their time and
effort on the reorganization of their remaining businesses as
well as maximize the value of the Assets," Mr. Cieri asserts.

Furthermore, Mr. Cieri relates, the Debtors propose that the
Auction be scheduled for May 1, 2002 at 11:00 a.m., Eastern Time
at the offices of Richards, Layton & Finger, at One Rodney
Square, Wilmington, Delaware.

In addition, the Debtors further request that the Court schedule
the Sale Hearing to approve the sale of the Assets to the
Successful Bidder on May 2, 2002 at 2:00 p.m., Eastern Time.

Until the time of the Auction, Mr. Cieri informs Judge Newsome
that the Debtors will continue their efforts to generate
interest in the Assets. (Burlington Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Burlington Industries' 7.250% bonds due
Sept. 2005 (BRLG05USR1) are trading between 9.5 and 10.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CHESTER HOLDINGS: Files Chapter 11 Petition In South Carolina
-------------------------------------------------------------
Chester Holdings, Ltd. (Pink Sheets: CHES) reports that it has
filed a voluntary Chapter 11 Bankruptcy in the United States
Bankruptcy Court - District of South Carolina.

Michael O'Shea, President of Chester, commented " Chester has
been a non operating entity for years now and this filing should
finally allow Chester to move forward with the proposed
transaction with Red Mountain Energy, Inc. Red Mountain Energy
is a methane gas exploration company with an experienced
management team and I look forward to working with them. I
believe that this filing, and the subsequent Red Mountain
transaction, should bring some well deserved value to the
shareholders of the Company and, at the same time, provide some
value to the creditors."

The management of Red Mountain Energy, Inc. and Chester Holdings
Ltd. anticipate announcing their plans concerning Chester as
well as a new shareholder information network.


CHIQUITA BRANDS: Borrowing Money From Operating Subsidiary
----------------------------------------------------------
Chiquita Brands International, Inc., needs a continued source of
working capital in order to:

   -- sustain the operation of the Debtor's existing business,

   -- operate as a chapter 11 debtor in possession, and

   -- enhance the Company's prospects for successful
      reorganization.

Chiquita Brands, Inc., the Debtor's wholly owned subsidiary,
agrees to provide inter-company advances to the Debtor on an
unsecured basis.  To permit these advances to occur, Judge Aug
amends the First Day Cash Management-related Orders to provide
that:

    (a) The November 28, 2001 Order is modified to grant any and
        all post-petition inter-company advances by the Debtor's
        subsidiaries superiority administrative status with
        priority over any and all administrative expenses of the
        kind specified or ordered pursuant to any provision of
        the Bankruptcy Code and shall at all times be senior to
        the rights of the Debtor, any trustee, or any creditor
        in this Chapter 11 Case or any subsequent proceedings
        under the Bankruptcy Code, including, without
        limitation, any Chapter 7 case if the Debtor's case is
        converted to a case under Chapter 7 of the Bankruptcy
        Code. No cost or expense of administration shall be
        senior to or equal to the claims arising from the inter-
        company advances, other than unpaid fees of the clerk of
        the Bankruptcy Court and of the United States Trustee;

    (b) Inter-company claims will be evidenced by a promissory
        note made by the Debtor in favor of Chiquita Brands,
        Inc. The Debtor is authorized and directed to execute
        and deliver the Note to Chiquita Brands, Inc. and to
        comply with the terms and provisions thereof. It is
        expressly acknowledged and approved that Chiquita
        Brands, Inc. shall collaterally assign its rights under
        and with respect to the Note to an agent for the benefit
        of certain lenders to Chiquita Brands, Inc. and, upon a
        default under the applicable financing documents with
        Chiquita Brands, Inc. The Agent shall, after enforcing
        its remedies under such documents, without further need
        for any action or approval of this Court or any entity
        or person, have all of the rights of Chiquita Brands,
        Inc. under and with respect to the Note and under this
        Order;

    (c) As consideration of its subsidiary's willingness to
        provide the inter-company advances to the Debtor on an
        unsecured basis, the Debtor will not grant any entity
        security interests in or liens upon any and all present
        or after-acquired personal and real property of the
        Debtor or any nature whatsoever, wherever located,
        including without limitation to:

        -- all cash contained in any account maintained by the
           Debtor,

        -- all causes of action existing as of the Petition
           Date, and

        -- any real property the title to which is held by the
           Debtor, or possession of which is held by the Debtor,
           pursuant to a leasehold interest;

    (d) As long as any of the inter-company advances evidenced
        by the Note remain unpaid, it shall constitute an Event
        of Default under the Note if:

        -- there is an order dismissing the Chapter 11 case, or
           any order with respect to the Chapter 11 case entered
           by the Bankruptcy Court or the Debtor files an
           application or motion for an order converting the
           Chapter 11 case to a case under Chapter 7 of the
           Bankruptcy Code, or

        -- there is an order entered in the Chapter 11 Case
           or any subsequent Chapter 7 case which authorizes
           under any section of the Bankruptcy Code, including
           section 105 or 364 of the Bankruptcy code:

           (i) the granting of any lien or security interest in
               any property of the Debtor in favor of any party
               other than Chiquita Brands, Inc. or

          (ii) the obtaining of credit or the incurring of
               indebtedness that is entitled to super-priority
               administrative status,

           in either case equal or superior to that granted to
           Chiquita Brands, Inc. pursuant to this Order without
           the consent of Chiquita Brands, Inc. and the Agent,
           or the Debtor seeks any of the foregoing relief,
           unless in connection with any transaction cited in
           clause (i) or (ii) of this paragraph, such order
           requires that the inter-company advances evidenced by
           the Note shall first be indefeasibly paid in full in
           cash, or

        -- the Note is not paid upon demand in accordance with
           its terms;

    (e) Upon the occurrence of and during the continuance of any
        Event of Default, Chiquita Brands, Inc. or its assignee
        may exercise rights and remedies and take all or any of
        these actions:

        -- demand payment in full of all amounts owing under or
           pursuant to the Note,

        -- cease to issue or make advances to the Debtor,

        -- declare all amounts evidenced by the Note to be due
           and payable,

        -- set-off amounts owing by Chiquita Brands, Inc. and

        -- charge the default rate of interest as set forth in
           the Note;

    (f) The Debtor and Chiquita Brands, Inc. are authorized, in
        accordance with the terms of the Note, any non-material
        modifications of the Note without further notice or
        order of this Court;

    (g) Having been found to be extending credit and making
        advances to the Debtor in good faith, Chiquita Brands,
        Inc. shall be entitled to the full protection of section
        364(e) of the Bankruptcy Code with respect to the
        inter-company advances evidenced by the Note,
        adjudicated or authorized by this Order in the event
        that this Order or any finding adjudication, or
        authorization contained herein is stayed, vacated,
        reversed or modified on appeal. Any stay, modification,
        reversal or vacation of this Order shall not affect the
        validity of any obligations of the Debtors to Chiquita
        Brands, Inc. evidenced by the Note;

    (h) The provisions of this Order and any actions taken
        pursuant hereto shall survive entry of any order:

        (a) confirming any plan of reorganization in the Chapter
            11 Case, and, to the extent not satisfied in full in
            cash the inter-company advances evidenced by the
            Note shall not be discharged by the entry of any
            such order, or pursuant to section 1141(d)(4) of the
            Bankruptcy Code, the Debtor having waived such
            discharge, or

        (b) converting the Chapter 11 Case to a Chapter 7 case,
            or

        (c) dismissing the Chapter 11 Case, and the terms and
            provisions of this Order shall continue in full
            force and effect notwithstanding the entry of such
            order, and claims evidenced by the Note shall
            maintain their priority as provided by this Order
            until all of the claims evidenced by the Note are
            indefeasibly paid in full in cash and discharged;

    (i) To the fullest extent permitted by law, the provisions
        of this Order and the Note shall be binding upon and
        inure to the benefit of Chiquita Brands, Inc., the
        Debtor, and their respective successors and permitted
        assigns, including any trustee or other fiduciary
        hereafter appointed in the Chapter 11 Case or in a
        subsequent Chapter 7 case as a legal representative of
        the Debtor or its state.

(Chiquita Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CAPITOL COMMUNITIES: Looks For More Money To Sustain Operations
---------------------------------------------------------------
Capitol Communities Corporation is currently negotiating to
secure additional debt financing, however, there can be no
assurance that financing can be obtained, or that the Company
will be able to raise the additional capital needed to satisfy
long-term liquidity requirements.

              Change in Financial Condition
            Since the End of Last Fiscal Year

At December 31, 2001, the Company had total assets of
$7,909,588, a decrease of $72,343 or 0.91% of the Company's
total assets, as of the Company's fiscal year end of September
30, 2001. The Company had cash of $33 December 31, 2001 compared
to $134 at September 30, 2001.

The carrying value of the Company's real estate holdings
remained unchanged during the three months at $5,357,510. The
Company's investment in Trade Ark, decreased from $2,616,880 to
$2,545,729 reflecting the Company's portion of the net loss by
Trade Ark, which is accounted for by the equity method.
Total liabilities of the Company at December 31, 2001, were
$15,516,355, a decrease of $139,333 from the September 30, 2001
total of $15,655,688. The current liability for notes payable
decreased by $627 during the three months, from $11,688,993 to
$11,688,366.

Accounts payable and accrued expenses decreased by $143,748. At
September 30, 2001, the liability for accounts payable and
accrued expenses totaled $3,572,403. At December 31, 2001, the
balance was $3,428,655. The major portion of the decrease, or
$558,671, was comprised of accrued officers salaries. Much of
this decrease was offset by the increase of $308,148 of the
Accrued Interest Payable in the three months from $2,876,231 at
September 30, 2001 to $3,184,379 at December 31, 2001 and the
increase of $69,029 of accrued advances in the three months.
Accrued real estate taxes payable increased from the September
30, 2001 balance of $13,042 to a balance of $18,023, an increase
of $4,981 as of December 31, 2001.

Shareholders' Equity increased by $66,990. The increase resulted
from the issuance of 100,000 new shares of the Company's common
stock at $0.05 per share for cash and an additional $0.10 per
share for services, the issuance of 10,000,000 new shares of the
Company's common stock at $0.15 per share as payment of services
rendered and in lieu of unpaid cash compensation and benefits
due an employee, and the issuance of 6,000,000 new shares of the
Company's common stock at $0.05 per share to an affiliate for a
Note and additional compensation for service was recognized at
the rate of $0.10 per share offset by the operating loss of
$2,048,010 for the three month period ending December 31, 2001.

                   Results of Operations

For the three months ended December 31, 2000 the Company
experienced a net loss of $2,048,010 compared with a loss of
$476,486 for the three months ended December 31, 2000. While
there were no sales from continuing operations during both
periods, general and administrative expenses increased by
$1,668,429 from $109,670 to $1,668,429, and interest expense
decreased by $9,592, from $318,023 to $308,431 resulting in the
increase in net loss.

General and administrative expenses increased from $109,670 for
the three months ended December 31, 2000 to $1,668,429 for the
three months ended December 31, 2001. Officers' salary increased
to $941,329 for the three months ended December 31, 2001 from
$60,000 for the three months ended December 31, 2000, an
increase of $881,329. Consulting fees of $620,000 for the three
months ended December 31, 2001 increased from zero for the three
months ended December 31, 2000. Legal Fees and Audit Fees
increased by $55,648 to $62,648 for the three months ended
December 31, 2001 from $5,000 for the three months ended
December 31, 200. Management fees totaled $26,719 for the three
months ended December 31, 2000, a decrease of $26,719 to zero
for the three months ended December 31, 2001.

Interest expense decreased by $9,592 from $318.023 for the three
months ended December 31, 2000 to 308,431 for the three months
ended December 31, 2001.

The operating loss recorded for unconsolidated subsidiaries
accounted for under the Equity method totaled $71,150 for the
three months ended December 31, 2001 compared to a loss $49,333,
for the three months ended December 31, 2000.

               Liquidity and Capital Resources

Cash and cash equivalents amount to $33 as of December 31,2001,
as compared with $134 at September 30, 2001. The Company's
liquidity position at December 31, 2001, is not adequate to meet
the Company's liquidity requirements. As of December 31, 2001,
the Company was in default on all of its loans in the amount of
$11,888,366. All of the defaulted debts, except for $6,717,740
in short-term promissory notes are pre-petition obligations and
collection is stayed under the Operating Subsidiary's bankruptcy
petition.

As of December 31, 2001, the Operating Subsidiary has been in
default on a note from Resure Inc., in the amount of $3,500,000
plus interest, since July 1, 1998. On April 19, 1999, a
foreclosure action was instituted by the Resure Liquidator
against the Operating Subsidiary in the Chancery Court of
Pulaski County, Arkansas seeking to foreclose on approximately
701 acres of residential land in Maumelle, Arkansas that secures
the Resure Note and Developer's Fees. On March 24, 2000, the
Chancery Court approved a settlement whereas the Operating
Subsidiary would pay a cash payment of $3,987,353.95 for a full
release of all claims by Resure against the Operating
Subsidiary. The settlement payment was due not later than April
24, 2000. The Operating Subsidiary did not meet this payment and
filed a voluntary petition for bankruptcy under Chapter 11 of
the Bankruptcy Code with the Bankruptcy Court on July 21, 2000.
This pre-petition obligation is stayed under the Operating
Subsidiary's bankruptcy petition. On November 13, 2001, the
Liquidator for Resure submitted a Motion for Relief From Stay
with the Bankruptcy Court seeking permission to continue its
foreclosure on the Maumelle Property.

On December 20, 2001, the Operating Subsidiary and Resure
reached a settlement agreement to resolve payment on the
outstanding Resure Note and accordingly the Resure Motions and
Competing Plan of Reorganization currently before the Bankruptcy
Court. The Bankruptcy Court entered an Order approving the 2001
Settlement Agreement on December 20, 2001, and dismissed all
pending motions by Resure, subject to Liquidator for Resure
receiving approval of the agreement by the Cook County Court.
The Cook County Circuit Court entered an Order approving the
2001 Settlement Agreement on January 9, 2002.

On December 20, 2001, the Operating Subsidiary entered into an
agreement with an unaffiliated third party to sell 451 acres of
the Large Residential Tract of the Maumelle Property for a total
purchase price of $4,000,000.

On February 4, 2002, the Operating Subsidiary completed this
all-cash sale, generating $3,850,000 in net proceeds after
closing costs. The net proceeds were paid to Nathaniel S. Shapo,
Director of Insurance of the State of Illinois, as Liquidator of
Resure Inc., in full satisfaction of all Resure claims against
the Operating Subsidiary.

As of December 31, 2001, the Bank of Little Rock line of credit
in the amount of $400,000 and a loan in the amount of $200,000
matures on April 5, 2002 and April 10, 2002, respectively. Both
the line and the loan are in default due to the Company's
failure to meet the required interest payments. Although the
Company did not meet its obligations under these lines of
credit, collection on these debts is stayed under the Operating
Subsidiary's bankruptcy petition.

As of December 31, 2001, the Company has borrowed $6,717,740
from private sources. All of these Bridge Loans have matured and
are in default. The Bridge Loans are unsecured; however the
Company provided a guarantee bond through New England
International Surety Inc. to the Bridge Note holders. However,
management has been notified by the Surety that it has been
served with a class action suit in federal court. As such, even
though the Company has defaulted on the Bridge Notes, the Surety
will not be able to make interest or principal payments to the
noteholders until the action is settled.

As of December 31, 2001, the Company owes $975,000 in principal
and $103,834 interest to the First Arkansas Bank. This line of
credit matured on October 14, 2001. However, collection on this
pre-petition debt is stayed under the Operating Subsidiary's
bankruptcy petition.

The Company's current liquidity problem prevents it from
conducting any meaningful business activities other than selling
assets from the Maumelle Property. Although management
anticipates utilizing all or a portion of the Maumelle Property
to satisfy the financial requirements of the Plan filed with the
Bankruptcy Court, if approved by the court, and/or raise equity,
there can be no assurance that the Bankruptcy Court will approve
the Operating Subsidiary's Plan or that the Company will be able
to raise sufficient capital to meet its financial requirements
and cure the Company's liquidity problems. If the Company cannot
restructure its current debt, the Company's status as a viable
going business concern will be doubtful.


CYPRESS FOODS: Bankruptcy Leaves Chickens Without Food
------------------------------------------------------
The Georgia Department of Agriculture has been assisting nine
poultry growers in southeast Georgia dispose of laying hens
following the bankruptcy of Cypress Foods Incorporated of Tampa,
Florida.

The company's bankruptcy left the growers with little or no
supply of feed.  Under the agreement the growers had with the
company, the company supplied feed for the birds.  Cost of the
feed could be thousands of dollars per week depending on the
size of the operation.

"Some growers tried purchasing feed themselves to keep the
flocks alive until a solution could be found.  We successfully
persuaded the bankruptcy judge to allow what little cash assets
were available be used to remedy the situation," said Georgia
Commissioner of Agriculture Tommy Irvin.

"Abit Massey and The Georgia Poultry Federation helped rally
support from the poultry industry.   We advocated for the prompt
disposal of the birds and sought companies to assist in
providing feed, workers and services.  Wimpey Poultry, Tommy
Bagwell of American Protein Inc., and Jerry Lane of Claxton
Poultry have all provided assistance," said Commissioner Irvin.

"Approximately 1.2 million birds are involved," said Irvin.
"About 550,000 of these are still in critical condition but most
are not believed to be salvageable.  We are providing feed until
they can be humanely euthanized and properly disposed."


DELSOFT CONSULTING: Converts Bankruptcy Case to Chapter 7
---------------------------------------------------------
With the consent of After Patricia Meding, President of Delsoft
Consulting, Inc., to convert this chapter 11 case under to a
liquidation proceeding under chapter 7 of the U.S. Bankruptcy
Code, Judge Arthur Gonzalez of the Southern District of New York
granted the conversion and directed the Bankruptcy Clerk to send
notice of entry of his conversion order to all creditors who
hold claims in this case.

DelSoft Consulting, Inc., a professional services staffing firm,
filed for chapter 11 protection on August 28, 2001. Marilyn
Simon, Esq., at Marilyn Simon & Associates represents the Debtor
in its restructuring efforts.


ENRON CORP: Asks Court To Extend Removal Period Through June 1
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the Court for an
order further extending the time within which they may file
notices to remove prepetition civil actions pending in remote
courts to the Southern District of New York for continued
litigation. Specifically, the Debtors ask Judge Gonzalez for an
order extending the deadline imposed by Rule 9027 of the Federal
Rules of Bankruptcy Procedure to June 1, 2002.

Since the Petition Date, Melanie Gray, Esq., at Weil, Gotshal &
Manges LLP, in New York, New York, relates, the Debtors, their
personnel and professionals have been working diligently to
administer these chapter 11 cases. The Debtors have also been
trying to address a vast number of administrative and business
issues while, at the same time, operating their business to
maximize asset values and arranging for the sale of certain of
the Debtors' assets.

As a result, Ms. Gray tells the Court, the Debtors have not had
an opportunity to review their records and determine whether
they need or should remove any claims or civil causes of action
pending in state or Federal court. "The Debtors need more time
to do so," Ms. Gray asserts.

Ms. Gray emphasizes that the right to remove civil actions is a
valuable right that the Debtors do not want to lose
inadvertently. (Enron Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Appoints Jane L. Warner To Board Of Directors
------------------------------------------------------------
The Board of Directors of Federal-Mogul Corporation (NYSE: FMO)
announced the appointment of Jane L. Warner, 55, to membership
on the company's board effective immediately.

Warner has nearly 30 years of automotive industry
experience, having held senior positions at General Motors and
Textron prior to her current position with Electronic Data
Systems Corporation as EDS vice president and president of the
EDS Manufacturing Global Industry Group.

"To have an automotive industry veteran who is an
accomplished manufacturing executive, a dynamic leader and
knowledgeable about information technology join our board
reflects well upon our entire organization," said Frank Macher,
chairman and chief executive officer. "We look forward to the
insights and perspectives Jane will bring to our global
business."

Warner was appointed president of the EDS Manufacturing
Global Industry Group in February 2002. Prior to joining EDS in
July 2000 as managing director of the Manufacturing Global
Industry Group's Automotive sector, Warner held a variety of
senior management positions at Textron, Incorporated. She joined
Textron in 1994 as executive vice president of Textron
Automotive Company and president of Randall Textron. Four years
later, she was appointed president of Kautex Textron North
America where she managed plants in Canada, the United States
and Mexico while having global responsibility for programs
produced in the U.S.

Prior to joining Textron, Warner served 20 years at General
Motors Corporation in a variety of progressively responsible
positions in manufacturing, engineering and quality. Her last
position at General Motors was assistant chief engineer and
future product manager for the Firebird and Camaro group. Warner
served as general superintendent at the Doraville, Georgia and
Willow Run, Michigan assembly plants after attending Stanford
University as a Sloan Fellow in its yearlong international
executive management program. Prior to her Sloan Fellowship,
Warner was director of Chevrolet-Pontiac-Canada's Operations
Quality. Warner has been in manufacturing since 1982 when she
became Pontiac Motor Division's first woman plant
superintendent. She began her GM career in 1973 as a trainer at
the Chevrolet Engineering Center.

Warner earned a master of science degree in management from
Stanford University, and a master of arts degree in education
and a bachelor of arts in business from Michigan State
University, East Lansing, Michigan. She has been a member of the
board of directors of MeadWestvaco Corporation since 1997. She
also is vice chairman of Kettering University Board of Trustees
and is a director on Automotive Industry Action Group (AIAG) and
Original Equipment Suppliers Association (OESA). (Federal-Mogul
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLAG TELECOM: Retains CSFB & Blackstone as Strategic Advisors
-------------------------------------------------------------
FLAG Telecom (Nasdaq: FTHL; LSE: FTL), a leading global network
services provider and independent carriers' carrier, announced
that it has retained both Credit Suisse First Boston (CSFB), a
leading global investment bank, and The Blackstone Group, a
leading global investment and advisory firm, as strategic and
financial advisors. Both firms will advise FLAG Telecom on
financial and strategic alternatives for the long-term
development of the company.

Andres Bande, FLAG Telecom's Chairman and CEO said, "FLAG
Telecom is bringing in these advisors to assist us in the review
of our business and the evaluation of the most beneficial path
for FLAG Telecom's future, including possible restructuring of
our indebtedness, identifying funding opportunities and working
with potential strategic partners. We believe the time is right
for CSFB and Blackstone to work with us to facilitate the
consideration of all alternatives for the future that best suit
FLAG Telecom and it's stakeholders."

Previously, Standard & Poor's junked the company's corporate
credit rating (to CCC+ from B+) following FLAG's announcement
that it was considering strategic and financial alternatives,
according to the February 20, 2002 issue of the Troubled Company
Reporter. Standard & Poor's believes this could include a
balance sheet restructuring, and that FLAG could also violate a
covenant in its FLAG Atlantic credit facility during 2002. The
rating remains on CreditWatch with negative implications.

                  About FLAG Telecom

FLAG Telecom is a leading global network services provider and
independent carriers' carrier providing an innovative range of
products and services to the international carrier community,
ASPs and ISPs across an international network platform designed
to support the next generation of IP over optical data networks.
FLAG Telecom has the following cable systems in operation or
under development: FLAG Europe-Asia, FLAG Atlantic-1 and FLAG
North Asian Loop. Leveraging this unique network, FLAG Telecom's
Network Services business markets a range of managed bandwidth
and value added services targeted at carriers, ISPs, and ASPs
worldwide. Principal shareholders are: Verizon Communications
Inc., Dallah Albaraka Group (Saudi Arabia) and Tyco
International Ltd. Recent news releases and information are on
FLAG Telecom's website at: www.flagtelecom.com


FLOUR CITY: Seeking To Raise Funds To Comply With Nasdaq's Rules
----------------------------------------------------------------
Flour City International Inc. (Nasdaq:FCINE), a designer and
fabricator of non-load bearing custom exterior wall systems
(curtainwall), has been granted an oral hearing before the
Nasdaq Listing Qualifications Panel on March 1, 2002, to appeal
the Nasdaq Staff determination that the company no longer
qualifies for continued listing on the Nasdaq National Market
set forth in Marketplace Rule 4310c(14).

Granting of the company's request for a hearing has stayed
delisting of the company's securities pending the panel's
decision. There can be no assurance that the panel will grant
the company's request for continued listing of its securities.

The company has been notified by a Nasdaq Staff Determination
received Feb. 27, 2002, indicating that the company fails to
comply with Nasdaq Marketplace rules 4310c(13) and 4520(b)(01),
payment of Nasdaq Issuer Quotation Fee as well as Marketplace
Rules 4450(a)(2) and 4450(a)(5) as the company's common stock
has failed to maintain a minimum market value of $5 million and
a bid price per share of $1 as required for continued listing.
These additional issues have been discussed during the company's
oral hearing before a Nasdaq Listing Qualifications Panel.

The loss of major contracts over the past several months has
placed restrictions on the company's cash flow and losses
related to those contract cancellations made the timely
completion of the company's year-end audit impracticable and
full payment of Nasdaq Issuer Quotation Fee challenging.

Management is seeking to raise additional working capital to
resolve the situation and comply with Marketplace Rule
4310c(14), 4310c(13), 4520(b)(01) as well as 4450(a)(2) and
4450(a)(5) as soon as practicable.

            About Flour City International

Flour City International designs, fabricates, and installs
custom exterior wall systems used in the construction of a wide
range of commercial and governmental buildings. The company
works closely with architects, general contractors, and
owners/developers in the development and construction of highly
recognizable mid-rise and high-rise office buildings, public-use
buildings such as courthouses and airport terminals, and other
well-known landmark buildings and uniquely designed structures.


FOAMEX: Commences $200 Million Offering of Senior Secured Notes
---------------------------------------------------------------
Marshall S. Cogan, Chairman and Founder of Foamex International
Inc. (NASDAQ: FMXI), announced that Foamex's wholly-owned
subsidiaries, Foamex L.P. and Foamex Capital Corporation, plan
to offer $200 million of senior secured notes in a private
offering.

The net proceeds of the offering will be used to repay a portion
of Foamex L.P.'s outstanding indebtedness under its credit
facility. The offering of the senior secured notes is expected
to close by the end of the month.

The securities to be offered will not be registered under the
Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

Foamex, headquartered in Linwood, Pennsylvania, is the world's
leading producer of comfort cushioning for bedding, furniture,
carpet cushion and automotive markets. The company also
manufactures high-performance polymers for diverse applications
in the industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. Revenues for 2000 were $1.3 billion.

According to the company's latest Form 10Q filing at September
30, 2001, Foamex is insolvent with total liabilities of
$959,725,000 exceeding total assets of $809,537,000.


FORMICA CORP: S&P Slashes Ratings To D In Wake Of Bankruptcy
------------------------------------------------------------
Standard & Poor's lowered its ratings on Formica Corp. to 'D'
and removed them from CreditWatch where they were placed on July
2, 2001, affecting $535 million of rated debt. The action
followed the company's announcement that it had filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy code.

Formica's financial stress is the result of a substantial
decline in laminates volumes due to the recession and the
effects of the terrorist attacks in the U.S. on Sept. 11, 2001,
weak European performance stemming from the strong U.S. dollar,
and an onerous debt burden following a series of acquisitions.

Warren, N.J.-based Formica manufactures and distributes the
high-pressure laminate used in commercial and residential
interior surfacing applications such as countertops, cabinetry,
furniture, and doors. The company's owners include Credit Suisse
First Boston Private Equity, Citicorp Venture Capital Ltd., and
CVC Capital Partners Ltd.

DebtTraders reports that Formica Corp.'s 10.875% bonds due March
2009 (FORMICA1) are trading between 20 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORMICA1for
real-time bond pricing.


GALEY & LORD: Posts Losses For First Quarter 2002
-------------------------------------------------
Galey & Lord Inc.'s net sales for the December quarter 2001
(first quarter of fiscal 2002) were $136.4 million as compared
to $221.7 million for the December quarter 2000 (first quarter
of fiscal 2001).

Galey & Lord Apparel's net sales for the December quarter 2001
were $59.0 million, a $48.6 million decrease as compared to the
December quarter 2000 net sales of $107.6 million. The decrease
in net sales was primarily attributable to a 31% decrease in
fabric sales volume. Approximately $19 million of the decrease
was due to the discontinuation in September 2001 of the
Company's garment making operations announced as part of the
Fiscal 2001 Cost Reduction and Loss Avoidance Initiatives. The
remainder of the decrease was due to the continuing difficult
domestic retail environment and a reduction in average selling
prices. Overall, average selling prices, inclusive of product
mix changes, declined approximately 9.1%.

Swift Denim's net sales for the December quarter 2001 were $44.0
million as compared to $78.6 million in the December quarter
2000. The $34.6 million decrease was primarily attributable to a
43% decrease in volume and a 1.4% decline in selling prices.
Approximately $8.8 million of the volume decrease is due to the
reduction in manufacturing capacity resulting from the closure
of the Erwin, North Carolina Facility in December 2000. The
remainder of the decrease is due to the decline in demand at
retail.

Klopman International's net sales for the December quarter 2001
were $29.7 million, a $2.1 million decline as compared to the
December quarter 2000 net sales of $31.8 million. The decline
was primarily attributable to a 5.7% decline in selling prices,
a 2.7% decrease in sales volume and $0.4 million of foreign
currency transaction exchange losses on sales not denominated in
Euros. These decreases were partially offset by a 3.2% increase
in net sales due to exchange rate changes used in translation.

Net sales for Home Fashion Fabrics for the December quarter 2001
were $3.8 million compared to $3.7 million for the December
quarter 2000. The $0.1 million increase in net sales primarily
resulted from changes in product mix offset by lower selling
prices and volume.

                   Operating Income

Operating income for the December quarter 2001 was $6.6 million
as compared to $14.4 million for the December quarter 2000.
Excluding the charges related to the Fiscal 2001 Cost Reduction
and Loss Avoidance Initiatives, the December quarter 2001
operating income would have been $7.6 million. Excluding the
charges related to the Fiscal 2000 Strategic Initiatives, the
December quarter 2000 operating income would have been $16.4
million.

Galey & Lord Apparel's operating loss was $2.0 million for the
December quarter 2001 as compared to an operating income of $6.4
million for the December quarter 2000. Excluding the run-out
costs associated with the Fiscal 2001 Cost Reduction and Loss
Avoidance Initiatives, Galey & Lord Apparel's operating loss for
the December quarter 2001 would have been $1.7 million as
compared to an operating income of $8.0 million for the December
quarter 2000 excluding the Fiscal 2000 Strategic Initiatives.
The decrease is principally a result of reduced sales and
manufacturing volume due to a continuing decline in the market
and foreign price competition, lower selling prices and change
in product mix.

December quarter 2001 operating income for Swift Denim was $10.5
million, a $3.1 million increase as compared to the December
quarter 2000 operating income of $7.4 million. Excluding the
run-out costs related to the Fiscal 2000 Strategic Initiatives,
operating income for the December quarter 2000 would have been
$7.8 million. The increase in Swift Denim's operating income
principally reflects positive changes in product mix, lower
utility costs, reduction of lower-of-cost-or-market (LCM)
reserves due to the change in method of accounting for
inventories to the last-in, first-out (LIFO) inventory method
and lower fixed manufacturing costs due to the closure of the
Erwin facility in December 2000. These improvements were
partially offset by the impact of lower sales volume and selling
prices. Swift also recognized a benefit curtailment gain of $3.4
million in the current quarter related to the curtailment of
postretirement benefits for employees not retired as of December
31, 2001 compared to a gain of $2.4 million recognized in
December 2000 quarter related to benefit curtailment at the
Erwin facility.

Klopman International's operating income in the December quarter
2001 decreased $1.3 million to $0.7 million as compared to the
December quarter 2000 operating income of $2.0 million. The
decrease principally reflects the impact of lower selling prices
and volume partially offset by lower cost of raw materials and
greige fabric as well as a cost reduction program implemented in
the first quarter of fiscal 2002 impacting manufacturing
overhead and selling, general and administrative expenses. In
addition, Klopman International's results were negatively
impacted by $0.4 million of foreign currency transaction
exchange losses on sales not denominated in Euros.

Home Fashion Fabrics reported an operating loss of $1.1 million
for both the December quarter 2001 and December quarter 2000.
Excluding the costs associated with the Fiscal 2001 Cost
Reduction and Loss Avoidance Initiatives, Home Fashion Fabrics'
operating loss would have been $0.4 million.

The decrease in operating loss is principally a result of the
Fiscal 2001 Cost Reduction and Loss Avoidance Initiatives.
The corporate segment reported an operating loss for the
December quarter 2001 of $1.5 million as compared to an
operating loss for the December quarter 2000 of $0.3 million.
The increase in the operating loss is primarily due to financial
consultant expenses incurred in the first quarter of fiscal
2002. The corporate segment's operating income (loss) typically
represents the administrative expenses from the Company's
various holding companies.

Net loss for the December quarter 2001 was $5.2 million or $.44
per common share, compared to a net loss for the December
quarter 2000 of $0.1 million or $.01 per common share. Excluding
the Fiscal 2001 Cost Reduction and Loss Avoidance Initiatives,
the Company's net loss for the December quarter 2001 would have
been $4.2 million or $.35 per common share. Excluding the Fiscal
2000 Strategic Initiatives, the Company's net income for the
December quarter 2000 would have been $1.3 million or $.11 per
share.


GENEVA STEEL: USWA Begins Grassroots Campaign for Benefits
----------------------------------------------------------
The United Steelworkers of America said that after President
Bush's decision to impose tariffs of up to 30 percent on steel
imports, the union will begin building a grassroots campaign
urging the federal government to protect the healthcare benefits
of steelworker retirees who are victims of unfair trade.

"Thousands of our members participated in rallies across the
country, just like the one we had in Vineyard, Utah last week,"
said USWA District 12 Director Terry Bonds.  "From Vineyard and
scores of communities, 30,000 of us went to Washington on Feb.
28, to rally on the president's door step.  The president
responded to our activism.

"Now more than 100,000 retirees have lost healthcare benefits
and 600,000 retirees' benefits are at risk because of unfair
trade," Bonds said.  "The president's decision gives us hope
that we can save the American steel industry and we are
launching an unprecedented campaign of political activism to win
protection of retiree healthcare benefits.

"Steelworkers and steelworker retirees at our foreign
competitors' mills have healthcare benefits provided by their
governments," Bonds said.  "The United States is the only major
industrial country where we must depend on the company for
health insurance.  We need to level the playing field on all
aspects of global steel trade.

"We have 1,500 members at Geneva Steel in Provo, Utah who are
facing the loss of health care right after they have lost their
jobs because of unfair trade," Bonds said.  "We've got to carry
this fight into the halls of Congress.  We will do everything we
can to restore the healthcare benefits to those that came before
us and built this country into the mighty nation that it is."

Geneva Steel in Provo, Utah went into Chapter 11 Bankruptcy for
the second time on January 25, and the Bankruptcy Court has
given the company permission to terminate healthcare coverage.

"If we are successful in gaining the support of Congress, it
gives us hope that we can begin steelmaking in Provo once
again," Bonds said.


GLOBAL CROSSING: Employs Bankruptcy Services LLC As Claims Agent
----------------------------------------------------------------
Global Crossing Ltd. sought and obtained authorization to employ
Bankruptcy Services LLC as the claims and noticing agent in
connection with the Debtors' chapter 11 cases pursuant to the
terms and conditions of the Bankruptcy Services Agreement, dated
January 24, 2002.

The Debtors estimate that there are in excess of 40,000
creditors and parties in interest in these chapter 11 cases,
many of which are expected to file proofs of claims. It appears
that the noticing and receiving, docketing and maintaining
proofs of claims would be unduly time consuming and burdensome
for the Clerk. Mitchell C. Sussis, the Debtors' Corporate
Secretary, tells the Court that BSI is a nationally recognized
specialist in chapter 11 administration and has vast experience
in noticing and claims administration in chapter 11 cases.

Subject to the Court's approval, BSI has agreed to provide at
the Debtors' request, among others, the following services in
these cases:

A. notifying all potential creditors of the filing of the
       bankruptcy petition and of the setting of the first
       meeting of creditors pursuant to section 341(a) of the
       Bankruptcy Code, under the proper provisions of the
       Bankruptcy Code and the Federal Rules of Bankruptcy
       Procedure;

B. maintaining an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial
       affairs, listing the Debtors' known creditors and the
       amounts owed thereto;

C. notifying all potential creditors of the existence and amount
       of their respective claims as evidenced by the Debtors'
       books and records and set forth in the Schedules;

D. furnishing a form for the filing of a proof of claim, after
       such notice and form are approved by this Court;

E. filing with the Clerk a copy of the notice, a list of persons
       to whom it was mailed, and the date the notice was
       mailed, within 10 days of service;

F. docketing all claims received, maintaining the official
       claims Registers for each Debtor on behalf of the Clerk,
       and providing the Clerk with certified duplicate
       unofficial Claims Registers on a monthly basis, unless
       otherwise directed;

G. specifying in the applicable Claims Register, the following
       information for each claim docketed:

       a. the claim number assigned,
       b. the date received,
       c. the name and address of the claimant and agent, if
            applicable, who filed the claim, and
       d. the classification of the claim;

H. relocating, by messenger, all of the actual proofs of claim
       filed to BSI, not less than weekly;

I. recording all transfers of claims and provide any notices of
       such transfers required by Rule 3001 of the Federal Rules
       of Bankruptcy Procedure;

J. making changes in the Claims Registers pursuant to Court
       Order;

K. upon completion of the docketing process for all claims
       received to date by the Clerk's office, turning over to
       the Clerk copies of the Claims Registers for the Clerk's
       review;

L. maintaining the official mailing list for each Debtor of all
       entities that have filed a proof of claim, which list
       shall be available upon request by a party-in-interest or
       the Clerk;

M. assisting with, among other things, the solicitation and the
       calculation of votes and the distribution as required in
       furtherance of confirmation of plan(s) of reorganization;
       and

N. 30 days prior to the close of these cases, submitting an
       Order dismissing the Agent and terminating the services
       of the Agent upon completion of its duties and
       responsibilities and upon the closing of these cases.

Ron Jacobs, President of Bankruptcy Services LLC, acknowledges
that the firm will perform its duties if it is retained in the
Debtors' chapter 11 cases regardless of payment and to the
extent that BSI requires redress, it will seek appropriate
relief from the Court. BSI will continue to perform the services
contemplated by the BSI Agreement in the event the Debtors'
chapter 11 cases are converted to chapter 7 cases. In the event
that BSI's services are terminated, BSI shall perform its duties
until the occurrence of a complete transition with the Clerk's
Office or any successor claims/noticing agent.

Mr. Jacobs assures the Court that neither BSI nor any of its
members or employees hold or represent any interest adverse to
the Debtors' estates or creditors with respect to the services
described herein and in the BSI Agreement. (Global Crossing
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBIX CORP: Needs Until June 1 to File Schedules & Statements
--------------------------------------------------------------
Globix Corporation, along with its debtor-subsidiaries asks the
U.S. Bankruptcy Court for the District of Delaware to stretch
their time to file comprehensive schedules of assets and
liabilities and statements of financial affairs through June 1,
2002 . . . and to waive the requirement altogether if the
Prepackaged Plan is confirmed before June 1.

In order to prepare the Schedules, the Debtors must gather
information from books, records and documents relating to
thousands of transactions.  The collection of the information
necessary to complete the Schedules will require substantial
time and effort on the part of the debtors, their employees and
professionals. Given the size and complexity of their businesses
and the fact that certain prepetition invoices have not yet been
received or entered into the Debtors' financial accounting
systems, the Debtors have not had the opportunity to gather the
necessary information to prepare and file all of their
Schedules.

The Debtors wish to waive the Schedule & Statement filing
requirement entirely, pointing out that all or substantially all
information relevant to the statement of financial affairs has
been provided in the Disclosure Statement.  To require the
Debtors to file these documents would be wasteful, duplicative
and burdensome to the their estates if the Plan is confirmed
quickly.

Globix Corporation, a leading full-service provider of Internet
solutions to businesses, filed for chapter 11 protection on
March 1, 2002.  Jay Goffman, Esq., and Gregg M. Galardi, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $524,149,000 in
total assets and $715,681,000 in total debts.


GLOBIX: Asks Court to Fix April 12 Securities Claims Bar Date
-------------------------------------------------------------
Globix Corporation and its debtor-subsidiaries want the U.S.
Bankruptcy Court for the District of Delaware to fix the
deadline for filing proofs of claim on account of Securities
against the Debtors' estates at April 12, 2002.

The Debtors request that creditors who hold Securities Claim be
required to file a proof of claim on or before the Securities
Claims Bar Date, or be forever barred from asserting such claim,
participating in any distribution on these chapter 11 cases on
account of such claim, and receiving any further notices
regarding such claim.

When Globix filed for chapter 11 protection, the Debtors also
filed their Plan and the Disclosure Statement.  Because the
Debtors already received the requisite votes to confirm the Plan
from the holders of Senior Notes and Preferred Interests, the
Debtors believe that they will be able to proceed to
confirmation of its Plan within this short timeframe.

"Securities Claims" are all claims arising from rescission of a
purchase or sale of a security of the Debtors, for damages
arising from the purchase or sale of such security, or for
reimbursement, indemnity or contribution allowed under
Bankruptcy Code section 502 on account of such claim. Although
litigation asserting Securities Claims has been initiated
against the Debtors, the Debtors do not believe that these
actions have merit and intend to object to any proof of claim
filed which asserts a Securities Claim.

The Debtors point out that under the Plan, Securities Claims are
treated pari passu with stock interests and Senior Note claims
so there can be no proper distributions made unless each
applicable Securities Claims are either reconciled or estimated.
Thus in order to facilitate prompt distribution under the Plan,
a bar date for Securities Claims is appropriate, the Debtors
assert.

The Debtors believe that the requested Securities Claims Bar
Date will provide them an opportunity to administer their cases
and proceed to confirmation without undue delay and provide
creditors with disputed Securities Claims ample time to file
their proof of claim.

The Debtors wish to mail the Notice by first-class mail, on or
before the third day following the entry of the order granting
the relief requested herein, to the Indenture Trustee and all
plaintiff's counsel in pending securities claim litigation.

To supplement the notice of the Securities Claims Bar Date, the
Debtors propose to publish the Securities Claims Bar Date Notice
on or before March 11, 2002, in the national edition of either
The Wall Street Journal or New York Times.

Globix Corporation, a leading full-service provider of Internet
solutions to businesses, filed for chapter 11 protection on
March 1, 2002.  Jay Goffman, Esq. and Gregg M. Galardi, Esq. at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $524,149,000 in total
assets and $715,681,000 in total debts.


HAYES LEMMERZ: Assuming Senior Management Agreements
----------------------------------------------------
Hayes Lemmerz International, Inc. asks the Court for
authorization to assume senior management employment agreements
with:

     Name of Officer               Position
     ------------------   -------------------------------------
     Curtis J. Clawson    President and Chief Executive Officer
     Fred Bentley         VP-Commercial Highway & Aftermarket
                               Services
     Scott T. Harrison    VP - Suspension Components
     James L. Stegemiller VP- North American Wheels
     Michael J. Edie      VP - Materials and Logistics
     Larry Karenko        VP- Human Resourcesand Administation
     Daniel M. Sandberg   VP- Powertrain & Automotive Brake
                              Components
     Michael C. McGrath   VP - Industry Relations

Prior to the Petition Date, Mark S. Chehi, Esq., at Skadden,
Arps, Slate, Meagher & Flom in Wilmington, Delaware, relates,
the Debtors' recruited these officers to realign the Debtors'
current financial and operating difficulties and improve the
operating performance.  The Debtors are convinced that these
officers will continue to play key roles to ensure the stability
of the ongoing business and manage the Debtors' reorganization
efforts.

The Debtors submit that their assumption of the existing
Officers' Employment Agreements with Messrs. Clawson, Bentley,
Edie, Harrison, Karenko, McGrath, Sandberg, and Stegemiller is
critical to the reorganization efforts.  Mr. Chehi relates that
Messrs. Clawson, Bentley, Edie, Harrison and Stegemiller were
specifically recruited and hired in the months leading up to
these cases in order to address current financial and operating
difficulties and improve operating performance.  Additionally,
the Debtors specifically entered in to the Officers' Employment
Agreements with Messrs. Karenko, McGrath and Sandberg in
anticipation of, and to ensure retention of their services
during, the Debtors' cases.  Prior to the commencement of these
cases, these officers have overseen a number of important
organizational changes, including, but not limited to:

    A. identifying and realigning core businesses,

    B. developing and implementing operations and business
       strategies and plans for the near and long-term, and

    C. consolidating or eliminating unproductive or unprofitable
       operating entities and units.

The Debtors expect that these officers will continue to play
critical roles in both ensuring the Debtors' ongoing business
stability and managing the Debtors' reorganization efforts.  Mr.
Chehi explains that these officers report directly to the Board
or the CEO and directing the Debtors' reorganization will remain
their primary responsibility.  Authorizing the Debtors to assume
the Officers' Employment Agreements not only will ensure that
the Debtors retain the benefit of the collective expertise of
these officers, but also will send a strong signal to the
Debtors' employees, creditors, customers and vendors that the
Debtors are financially and operationally healthy and will
continue to be a viable economic force.

The Debtors also want to assume Employment Agreements with four
key director level management executives:

    Executive                Position
-----------------   -------------------------------------------
Curt A. Huston      Dir. of Program Mgt.- Suspension Components
Gordon A. Pebbles   Dir. of Operations - North American Wheels
Marcello Tedesco    Dir. of Eng'g - Automotive Brake Components
Gary J. Findling    Treasurer

The director-level Employment Agreements generally provide for:

    A. an annual Base Salary, reviewed periodically in
       accordance with the Debtors' salary administration
       practices;

    B. eligibility to earn an annual bonus under the Annual
       Bonus Plan, subject to the same provisions discussed
       above for the officers;

    C. a one-time sign-on or retention bonus;

    D. the opportunity to receive grants of options to purchase
       shares of the Debtors' stock pursuant to the Debtors'
       1996 Stock Option Plan at the election of the Board;

    E. vacation time;

    F. participation in the Debtors' 401(k) Retirement Savings
       Plan; and

    G. a vehicle lease by the Debtors.

The Debtors expect that these director level management
executives will continue to play critical roles in both ensuring
ongoing business stability and assisting in the reorganization
effort. (Hayes Lemmerz Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HMG WORLDWIDE: Seeking Court Nod to Extend Exclusive Periods
------------------------------------------------------------
HMG Worldwide and its debtor-affiliates, through its counsel Ira
L. Herman, Esq., at Robinson Silverman Pearce Aronsohn & Berman
LLP, ask the U.S. Bankruptcy Court for the Southern District of
New York to extend the exclusive periods during which only the
Debtors may file a chapter 11 plan or plans and solicit
acceptances of such plan or plans.  The Debtors wish to extend
their plan filing period through June 19, 2002 and ask that
their solicitation period run through August 19, 2002.

Mr. Herman asserts that extension are intended to give the
debtors an adequate opportunity to negotiate with its creditors
a plan of reorganization that will be effective in
rehabilitating the debtor.

The Debtors point out to the Court that they have made a
substantial progress in these chapter 11 cases. Even before the
commencement of these cases, the Debtors' focus has been on
restructuring the their businesses and maximizing value for all
of the creditors. To date, the Debtors have sold one building in
Reading, Pennsylvania and have contracted with Leggett & Platt
to handle the manufacturing needs of HMG. The Debtors are also
marketing and attempting to sell their Illinois and Canadian
operations.  Additionally, the Debtors are actively and have
been actively working to sell HMG Schutz and HMG Griffith.

Another factor to extend exclusivity is the existence of
unresolved contingencies, the Mr. Herman argues.

Further, the Debtors are still waiting for the Creditors
Committee to retain financial advisors.

HMG Worldwide Corporation engages primarily in identifying in-
store, retail-based marketing objectives of its clients and
integrating research, creative design, engineering, production,
package design and related services to provide point-of purchase
merchandising fixtures and display systems. The Company filed
for chapter 11 protection on October 23, 2001. When the Company
filed for protection from its creditors, it listed total assets
of $34,542,000 and total debts of $61,946,000.


HOULIHAN'S: Creditors' Committee Taps Lathrop & Gage as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
give its authority to the Official Committee of Unsecured
Creditors of Houlihan's Restaurants, Inc. and its debtor-
affiliates, to retain and employ Lathrop & Gage L.C. as counsel,
effective as of January 25, 2002.

L&G will assist the Committee by:

     a. giving the Committee advice on its powers and duties
        under the Code;

     b. advising the Committee on legal issues that become
        relevant in these cases;

     c. preparing and submitting on behalf of the Committee all
        legal papers that may need to be prepared and submitted
        in these cases, including but not limited to, all
        applications, motions, complaints, answers, responses,
        orders, reports, plans, disclosure statements, and other
        legal papers to be prepared and submitted in this case;

     d. negotiating with the Debtors, the Debtors' secured
        creditors and other parties in interest concerning all
        aspects of the Debtors' Chapter 11 cases;

     e. appearing on behalf of the Committee at all hearings
        scheduled before the Court; and

     f. representing the Committee and performing all other
        legal services for the Committee that may be necessary,
        in connection with these cases.

The Committee will compensate L&G its standard hourly billing
rates, which currently range from $125 per hour for new
associates to $320 per hour for senior partners and from $90 to
$110 per hour for paralegals.  The attorneys and paralegals most
likely to work on these cases are:

          Stephen B. Sutton, Member           $255 per hour
          Brian T. Fenimore, Member           $240 per hour
          John T. Coghlan, Of Counsel         $215 per hour
          David L. Zeiler, Associate          $180 per hour
          Stephen K. Dexter, Associate        $180 per hour
          Brian M. Holland, Associate         $145 per hour
          Robert S. Baran, Associate          $145 per hour
          Susan E. Timper, Paralegal          $95 per hour
          Kim Kirby, Paralegal                $95 per hour

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


INTEGRATED HEALTH: Selling APS Shares And Loan For $12 Million
--------------------------------------------------------------
The Integrated Health Services, Inc. debtors contemplate selling
their interests in APS Enterprises Holding Company to US
Bioservices for $12 million in cash subject to higher and/or
better offer. The Debtors' interests in APS consists of the 20%
of APS's total capital stock that they hold plus a loan to APS
in the principal amount of $6.5 million.

Judge Walrath convened a hearing on March 7 to consider:

(1) authorizing the Debtors to implement a Letter of Intent with
     US Bioservices Corporation dated February 13, 2002,
     describing the terms upon which US Bioservices would
     propose to acquire

     (a) all of the capital stock of APS Enterprises Holding
         Company, Inc. held by the Debtors, which represents 20%
         of APS's total capital stock (the APS Shares), and

     (b) all of the loans made to APS by the Debtors, which are
         in the aggregate principal amount of $6.5 million
         (including APS's $6.5 million, 9% promissory note,
         dated October 1, 1999) (the APS Loans);

(2) approving the form and manner of notice and the Securities
     Purchase Agreement;

(3) entry of a Procedures Order approving bidding procedures,
     including approval of a break-up fee in the aggregate
     amount of $240,000, and Expense Reimbursement to US
     Bioservices in the event the Court authorizes a sale of the
     APS Interests to a party other than US Bioservices and such
     a sale is consummated and the possible conducting of an
     auction on March 18, 2002;

(4) scheduling March 21, 2002 at 10:30 a.m. as the date and time
     for a hearing on the approval of the sale (the Sale
     Hearing).

The Debtors make it clear that the relief requested in this
Motion does not relate to the assets or businesses of the Rotech
Debtors.

     APS and the Events Leading to the APS/IHS Transaction

APS is a diversified distributor of medications for patients
with chronic disorders. With pharmacies located throughout the
United States. APS provides patient-specific services, which
include provision of disease-specific information as well as the
detection of any potential drug interaction with other
prescribed medication. IHS originally owned 100% of the common
stock of APS America, Inc. through Symphony Health Services,
Inc., a subsidiary of IHS. In October 1999, IHS sold its entire
stake in APS America to APS in exchange for the APS Shares and
APS's $6.5 million, 9% promissory note due October 1, 2004.

With the assistance of their financial advisor and investment
banker, UBS Warburg LLC, the Debtors have determined that
monetization of the APS Shares and the APS Loans would best
serve the interests of the Debtors' estates.

In approximately May 2001, the Debtors were approached by APS
with an offer to purchase the APS Interests for a purchase price
of $7 million in cash. At the suggestion of UBS Warburg, the
Debtors made a counteroffer to APS to sell the APS Interests for
$12 million in cash which APS rejected.

After further negotiations and exchanges of proposals between
the Debtors and APS, the Debtors learned that US Bioservices was
in negotiations with the other shareholders of APS for the
acquisition of all of the other capital stock of APS. In
December 2001, the Debtors received a written proposal from the
CEO of U.S. Bioservices, on behalf of APS for the purchase of
the APS Interests for up to $8 million in consideration, to be
paid in the form of cash and a two-year interest-bearing note.
The Debtors rejected the proposal. After further negotiations,
US Bioservices offered to purchase the APS Interests from IHS
for $12 million in cash (i.e., the price reflected in the
Debtors' Initial Counterproposal to APS).

Thereafter, the Debtors and US Bioservices negotiated the
principal terms and conditions for the Debtors' sale of the APS
Interests to US Bioservices, free and clear of all liens, claims
and encumbrances, subject to higher and better offers and
subject to Court approval. The terms and conditions upon which
the parties would propose to effect the APS/IHS Transaction are
set forth in the Letter of Intent.

                    The Letter of Intent

In addition to the purchase price of $12 million in cash, the
Letter of Intent provides for the following, among other things:

(a)     The Parties.

     IHS, Symphony Health Services. Inc. and certain other
     subsidiaries are the proposed sellers. US Bioservices is
     the proposed purchaser.

(b) Definitive Purchase Agreement.

     The parties will seek to finalize and execute by March 6,
     2002 a securities purchase agreement for the sale and
     assignment of the APS Interests reflecting the terms of the
     Letter of Intent and such other terms as are customary or
     as the parties may agree upon (the Sccurities Purchase
     Agreement).

(c) Conditions.

     Pursuant to the Securities Purchase Agreement, consummation
     of the APS/IHS Transaction would be conditioned upon, inter
     alia, no material adverse change in the business or affairs
     of APS since December 31, 2001 and other customary
     conditions.

(d)     Higher and Better Offers.

     The APS/IHS Transaction will be subject to the submission
     by third parties of higher and better offers for the
     purchase of the APS Interests and APS Loans.

(e)     Break-Up Fee and Expenses

     Payable to US Bioservices in the aggregate amount of
     $240,000 (equal to approximately 2% of the purchase price
     of $ 12.0 million) and reimbursement of US Bioservices'
     reasonably documented expenses related to the APS/IHS
     Transaction (the Expense Reimbursement), to be paid as
     expenses of administration entitled to a first priority
     under section 503 of the Bankruptcy Code, in the event that
     IHS consummates any transaction involving the APS Interests
     other than the APS/IHS Transaction.

(f) Bidding Procedures.

     The Bidding Procedures will provide that the minimum
     initial overbid must he a bid which is at least $340,000 in
     excess of the sum of the Purchase Price plus the Expense
     Reimbursement. If a qualified overbid is received,
     subsequent overbids must be in $100,000 cash increments
     over the preceding overbid.

                  Proposed Bidding Procedures

The Debtors tell the Court that IHS' minority equity stake in
APS and its loans to APS are illiquid in nature and therefore
difficult to subject to a traditional auction process.
Nevertheless, to ensure that the APS/IHS Transaction reflects
the highest and best available offer for the APS Interests, the
Letter of Intent proposes certain procedures for the
solicitation and consideration of competing bids. The Debtors
believe that approval of the provisions in the Bidding
Procedures is necessary to induce US Bioservices to continue
incurring costs and expenses associated with the APS/IHS
Transaction, to complete the preparation of a securities
purchase agreement, and for the Debtors to complete the
steps necessary to seek Court approval of the APS/IHS
Transaction on or prior to March 21, 2002, as contemplated by
the Letter of Intent.

In light of these, the Debtors propose that the following
bidding procedures:

(A) Overbid

     An Overbid by a party other than US Bioservices must be
     made no later than 3 business days prior to the Auction
     including with it:

     (1) proof that is satisfactory to the Debtors, in their
         sole discretion, of such party's financial ability to
         close the transaction,

     (2) a signed securities purchase agreement not less
         favorable to the Debtors than the Securities Purchase
         Agreement, and

     (3) an acquisition proposal for a purchase price, payable
         in cash, of no less than $340,000 in excess of the
         Purchase Price plus the Expense Reimbursement, and

     (4) a cash deposit with Kaye Scholer LLP, as escrow agent,
         in an amount of at least $1,200,000 in immediately
         available funds, on terms acceptable to the Debtors.

(B) Qualified Bids and Auction

     If at least one bid has been received in compliance with
     the procedures, which the Debtors determine is higher and
     better than the bid of US Bioservices (a Qualified Bid),
     the Debtors shall conduct an auction which will be held at
     1:00 p.m. Eastern Standard Time, March 18, 2002, at the
     offices of Kaye Scholer LLP. located at 425 Park Avenue,
     New York. New York 10022 or at such other time and place as
     the Debtors shall notify US Bioservices and all parties who
     have submitted Qualified Bids. At least one business day
     prior to the Auction, each party which has submitted a
     Qualified Bid (a Qualified Bidder) must inform the Debtors
     whether it intends to participate in the Auction.

(C) Overbidding at Auction

     US Bioservices and each Qualified Bidder shall be entitled
     to submit Overbids at the Auction. Each Overbid submitted
     thereat shall include additional consideration of at least
     $100,000 over the existing highest Qualified Bid or, in the
     case of an Overbid submitted by U.S. Bioservices, the
     Qualified Bid less the Break-up Fee. The Auction shall not
     conclude that day until each participating bidder has had
     the opportunity to submit an additional Overbid with full
     knowledge of the existing highest Qualified Bid. if a
     higher and better offer is received, US Bioservices shall
     have the right to submit its own higher and better offer
     and to bid, as US Bioservices in its discretion determines,
     against any other party which may bid against the
     Securities Purchase Agreement or any higher and better
     offer, in compliance with the bidding procedures.

(D) Overbids shall not be conditioned on the outcome of
     unperformed due diligence by the bidder.

(E) In the event that US Bioservices is not the successful
     bidder, the Debtors agree to pay to US Bioservices the
     BreakUp Fee in the aggregate amount of $240,000 and the
     Expense Reimbursement amount at the closing of such
     alternative transaction as an allowed administrative
     expense claim under sections 503(b) and 507(a)(l) of the
     Bankruptcy Code.

(F) In the event a closing does not take place with respect
     to an offer accepted by the Debtors, the Debtors reserve
     the right to accept the next succeeding highest or best
     offer. All offers shall remain irrevocably open and subject
     to acceptance by the Debtors until a closing takes place.

(G) Each bidder will be responsible for, and will indemnify
     the Debtors and UBS Warburg against, any and all claims for
     consultant, broker and auctioneer commissions, other than
     UBS Warburg, where the basis of the claim by such other
     consultant, broker and/or auctioneer is their asserted
     dealings with the bidder.

The Debtors submit that the proposed bidding procedures are in
the best interests of the debtors, their estates and creditors.
The Debtors believe that the proposed Bidding Procedures are
fair, reasonable and necessary to promote the highest and best
sale price, without imposing undue obstacles to the competitive
bidding process. The Bidding Procedures, including the Break-Up
Fee and the Expense Reimbursement, are an integral part of US
Bioservices' proposal. The Debtors believe that US Bioservices
should be reasonably compensated for its willingness to assume
the role of the "stalking horse" as it remains the only party
ready and willing to serve in such role. (Integrated Health
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KAISER ALUMINUM: UST Appoints Asbestos Claimants' Committee
-----------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Acting
U.S. Trustee, Donald F. Walton, appoints nine creditors to serve
on an Official Committee of Asbestos Claimants in Kaiser
Aluminum Corporation's chapter 11 cases:

      A. John & Linda Henderson
         c/o Waters & Kraus, LLP
         Attn: Michelle Norton, Esquire,
         3219 McKinney Ave., Suite, 3000, Dallas, TX 75204
         Phone: (214) 357-6244     Fax: (214) 357-7252;

      B. Alvin Nelson
         c/o Kazan McClain Edises Abrams Fernandez Lyons &
             Farrise
         Attn: Steven Kazan, Esquire
         171 Twelfth Street, Third Floor, Oalkland, CA 94607
         Phone: (510) 455-7728     Fax:(510) 835-4913

      C. Lawson Bergeron
         c/o Silber Pearlman, LLP
         Attn: Steven T. Baron/J. Todd Kale,
         2711 North Haskell Avenue, LB 32, Dallas, TX 75204-2911
         Phone: (214) 874-7000     Fax: (214) 824-8100

      D. Estate of Robert Carder
         c/o Kelley & Ferraro, LLP
         Attn: Michael V. Kelley, Esquire,
         1300 East 9th St., Penton Media Bldg.,
         Cleveland, OH 44114
         Phone: (216) 575-0777     Fax: (216) 575-0799

      E. Thomas Craig
         c/o Cooney & Conway
         Attn: John D. Cooney, Esquire,
         120 North LaSalle, 30th Floor, Chicago, IL 60602
         Phone: (312) 236-6166     Fax: (312) 236-3029;

      F. Maria Wagner, Administratrix of Estate of Thomas Wagner
         c/o Weitz & Luxenberg, P.C.
         Attn: Sanders McNew, 180 Maiden Lane,
         New York, NY 10038
         Phone: (212) 558-5500     Fax: (212) 344-5461

      G. Daniel J. Stipek
         c/o Law Offices of Peter G. Angelos
         Attn: Paul Matheny, Esquire
         5905 Harford Rd., Baltimore, MD 21214
         Phone: (410) 426-3200     Fax: (410) 426-6166;

      H. Dick Holt, representative of the Estate of Travis
         Baldwin
         c/o Bergman, Senn, Pageler & Frockt
         Attn: Matthew P. Bergman
         P.O. Box 94, Creswell, OR 97426
         Phone: (206) 583-2190     Fax:(206) 583-2191

      I. Joseph Gaitor, Jr.
         c/o Brayton & Purcell
         Attn: Christina C. Skubic, Esquire
         222 Rush Landing Road, Novato, CA 94948
         Phone: (415) 898-1555     Fax: (415) 898-1247

(Kaiser Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KMART CORP.: GMAC Commercial Makes $6MM Reclamation Demand
----------------------------------------------------------
Prior to the Petition Date, various vendors provided Kmart
Corporation with goods and services.  Several of these vendors
have assigned that accounts payable owed to them by the Debtors
and their claims against the Debtors to GMAC Commercial Credit
LLC:

  -- Worldwide Dreams LLC,
  -- Perry Manufacturing Company,
  -- Starter T/S of Outerstuff Ltd.,
  -- Wear Its At T/S Sue & Sam,
  -- Accessory Network Group,
  -- Radix International LLC,
  -- First Foliage LC,
  -- Kids International Corporation,
  -- S.W.A.K Inc.,
  -- Isaac Morris Ltd.,
  -- Amica Apparel Corporation, and
  -- IE Industries Fashions Inc.

The Debtors received some goods from these vendors within
10 days of the Petition Date.

Caroline A. Reckler, Esq., at Latham & Watkins, in Chicago,
Illinois, tells the Court that on January 28, 2002, GMAC
Commercial demanded immediate reclamation of goods sold to the
Debtors and received by the Debtors between January 12, 2002 and
the Petition Date.

Ms. Reckler asserts that GMAC Commercial is entitled to reclaim
the goods it provided the Debtors upon demand made within 10
days after the Debtors received the goods. In this case, GMAC's
demand for reclamation is in the amount of $6,022,755.

Thus, GMAC Commercial asks the Court to grant its statutory
reclamation right with respect to the goods received by the
Debtors within 10 days of the Petition Date. In the alternative,
GMAC Commercial wants the Court to grant them an administrative
expense claim or a lien in the amount of $6,022,755. (Kmart
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KMART: 800America.com Unit Forms Partnership To Bid For Assets
--------------------------------------------------------------
800America.com Inc. (OTC Bulletin Board: ACCO), a Business to
Business, Business to Consumer and Technology company, announced
that Rothmancloseouts.com (http://www.rothmancloseouts.com),a
division of 800America, has signed a joint venture with a South
American syndicate to bid for branded merchandise being
liquidated by K-Mart and other distressed retailers and
manufacturers.  These goods will be resold into South American
markets.  Each partner will contribute $5 million.

David E. Rabi, Chairman of 800America said, "We have had a
successful relationship with this South American syndicate and
are pleased to again joint venture with them in a bid for $10
million of choice merchandise being liquidated by bankrupt K-
Mart and other retailers and manufacturers.  In these types of
endeavors, which are a departure from our normal online
business, we buy liquidated goods at deep discounts to wholesale
and have historically been able to affect quick and
significantly profitable turnarounds.  Importantly, there is a
seasonal advantage here in that we acquire the left-over winter
goods and sell them into the reversed South American market,
where demand is just beginning to build.  Bottom line, these
types of transactions, where we sell liquidated goods into South
America, have been profitable and enable us to utilize our
excess cash efficiently."

RothmanCloseouts.com is the busiest web-based merchandise
closeout site in the United States.  Rothmans carries no
inventory, is a cash only business, takes a commission from each
sale, enjoys high profit margins and has a global footprint with
entrepreneurial buyers and sellers meeting from around the
world.  The site, http://www.rothmancloseouts.com, receives
approximately 1 million hits per month, and the dynamic
technology expedites approximately 100,000 "sessions" per month
where buyer negotiates with seller, often securing prices at
less than 1/2 wholesale.  Rothman maintains and nurtures a
growing community of loyal, regular customers.

800America operates some of the busiest and most popular web-
based trading communities, owning and operating several
international e-commerce and technology businesses, and has
eleven operating divisions representing both e-commerce
companies and technology businesses.  The company is an
innovator in proprietary technologies needed for easy navigation
and convenience for business-to-business and business-to-
consumer marketplaces.  These technologies provide the
foundation needed to scale and grow the business profitably
across geographic regions and multiple product lines.


KMART CORP: Receives Final Approval For $2 Billion DIP Financing
----------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced that it has received
final court approval for the full amount of its $2 billion
debtor-in-possession (DIP) financing to help support the
Company's continued operations, including the purchase of goods
and services.  The DIP credit facility is being arranged by a
group of banks led by JPMorgan Chase Bank, Fleet Retail Finance
Inc., General Electric Capital Corporation and Credit Suisse
First Boston.

Charles C. Conaway, Kmart Chief Executive Officer, said, "We are
very pleased to now have the full financing facility available
as needed as we proceed with the company's reorganization.  This
additional funding, combined with existing cash flow from
operations, offers added comfort to our vendors, associates and
customers that we will continue to meet all of our post-filing
obligations to them.  With a stable financial footing, we can
focus our energies on improving and enhancing our store
operations, product offerings and customer service."

Final approval of the DIP facility also includes court authority
for a second priority lien to be granted pursuant to the
Company's Secured Inventory Trade Credit Program.  This trade
creditor lien, which is junior to liens under the DIP facility,
is available to all vendors who resume normal trade terms and
full merchandise shipments to Kmart by March 22, 2002.

"Court approval of the trade creditor lien is welcome news,"
Conaway said. "The response by the vendor community to our trade
credit program has been very positive, and this added protection
should further encourage continued support of Kmart by our
vendors."

Kmart also received court approval for a number of other motions
that will help advance the Company's reorganization.  These
include a motion that establishes procedures for the approval of
the conduct of store closing sales and bidding procedures for
the selection of a store closing agent.  As previously
announced, the Company is currently evaluating its store
portfolio with the expectation that it will close a number of
underperforming stores as part of its overall effort to enhance
Kmart's financial performance.

The Company also received court approval to establish July 31,
2002 as the Bar Date, the deadline by which all creditors will
need to file their proofs of claim as part of the Chapter 11
proceedings.  Trumbull Services, LLC, serving as the noticing
and claims agent in Kmart's case, has been approved by the court
to distribute to all known creditors a notice of the Bar Date
and proof of claim forms for submission.  Creditors should
receive these materials within the next few weeks.

Additionally, the Company received court approval to implement
those parts of its Key Employee Retention Plan (KERP) that are
targeted at mid-level executives, regional managers, store
managers and pharmacists.

The court also approved the Company's employment and retention
of Ernst & Young Corporate Finance as a financial advisor and
Abacus Advisory & Consulting Corp. as inventory valuation
consultant.  The court also approved the retention of law firms
and financial advisors for the statutory creditor committees.

Conaway concluded, "There is still a lot of work ahead of us,
but we continue to make steady progress in our reorganization
and remain confident that we are on course for emergence in
2003."

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

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


LERNOUT: Dictaphone Plan Confirmation Hearing Set For March 13
--------------------------------------------------------------
Having obtained approval of its Third Amended Disclosure
Statement, Dictaphone Corporation is pressing ahead in its
attempt to obtain creditor support and judicial approval of its
Third Amended Plan.  The Confirmation Hearing on Dictaphone's
Plan is presently set for March 13, 2002.  In that connection,
Dictaphone has recently supplemented the Third Amended Plan by
delivering to the Court:

      * its Schedule of Contracts and Leases to be rejected,
      * its amended and restated Certificate of Incorporation
        and Bylaws,
      * an Exit Facility Commitment Letter,
      * the 12% Note of the "Reorganized Dictaphone/Lenders",
      * the 12% Note of the Dictaphone/DB Note,
      * the Dictaphone Warrant Agreement,
      * the Dictaphone Litigation Trust Agreement, as revised,
      * the Promissory Note for the Dictaphone Litigation Trust,
      * the Tag-Along Agreement,
      * the identification of the initial members of the Board
        of Directors of Reorganized Dictaphone, and
      * the initial members of the Litigation Monitoring
        Committee.


               The Litigation Trust Won't Be an LLC

As originally filed, the Plan proposed transferring certain
causes of action to a limited liability company, the Litigation
LLC.  Dictaphone has now determined that the Assigned Causes of
Action will now be transferred to a litigation trust rather than
the LLC.  Dictaphone submits that this does not constitute a
material modification of the Plan, and that non-material
modifications are expressly permitted by the Bankruptcy Code
without requirements of renoticing or rescheduling the
confirmation hearing.  Furthermore, Dictaphone says that the L&H
Creditors' Committee, the Dictaphone Creditors' Committee, and
the Lenders support this modification.

Dictaphone believes this will not alter the economic effect of
the transfer of the Assigned Causes of Action described in the
Plan.  The Trust Instrument will provide for the same governing
provisions and preserve the ratio for sharing of proceeds and
"single level" taxation described in the Plan with respect to
the Litigation LLC.  The Trust, like the Litigation LLC, may not
be subject to federal income taxation with respect to Allowed
Claims (funds would be used from the Disputed Claims Reserve to
pay any tax that may arise on behalf of the holders of  Disputed
Claims).  Accordingly, the holders of undivided interests in the
Trust will pay a single tax on their allocable shares of the
Trust's income, just as the holders of Litigation Membership
Interests in the Litigation LLC would pay a single level of tax
on their allocable share of the Litigation LLC's income.

The use of the Trust, rather than the Litigation LLC, will
provide an additional benefit to holders of Trust interests,
which may be freely transferred, whereas strict transferability
restrictions would have to be imposed on the Litigation
Membership Interests in the Litigation LLC to ensure that the
Litigation LLC would not be treated as a publicly traded
partnership subject to a second, entity-level tax.  Since the
proposed change in the form of the entity holding the Assigned
Causes of Action will not affect the governing provisions or the
economic transaction among the creditors, the use of the Trust
in lieu of the Litigation LLC will not have a material economic
effect.

In accordance with the Plan provisions, Dictaphone reserves the
right to further amend the Plan Supplement in any manner.  In
addition, the Plan Supplement may be modified to reflect changes
to be made, contemplated or ordered on the record at the
confirmation hearing.

                   Contract & Lease Rejections

Dictaphone supplies the Court with its list of unexpired leases
and executory contracts to be rejected as of the Effective Date
of the Third Amended Plan, reserving its right to further amend
this Schedule:

Party to Lease or Contract           Description
--------------------------           -----------
Arrow Electronics                 Purchase Agreement

A-Life Medical, Inc.              Marketing & license agreement
                                  Dated 02/11/00

Ascribe                           Transcription service agree-
                                  ment dated 04/19/00

Centennial Associates             Contract services agreement
                                  Dated 11/11/98

Comark                            Equipment lease agreement
                                  Dated 09/04/98

Command Systems                   Contract services agreement
(nka ICICI Infotech)              Dated 01/01/99

Communico Ltd.                    Licensing & marketing
                                  Agreement dated 07/17/98

Corporate Plaza Associates        Landlord dated 06/01/00

Data Conversion Incorporated      Contract services agreement
                                  Dated 06/26/98

DLM Executive Services, Inc.      Transcription services
                                  Agreement dated 07/17/00

EDP Contract Services             Contract services agreement
                                  Dated 05/28/98

European American Bank            Equipment lease
                                  Dated 12/01/98

Eventide, Inc.                    OEM Agreement
                                  Dated 08/09/91

Independent Telecom, Inc.         Contract services agreement
                                  Dated 10/09/98

ISC Consultancy Services Pvt.     Contract services agreement
                                  Dated 05/01/00

Kentronix, Inc.                   Contract services agreement
                                  Dated 01/04/00

MCI Worldcom Communications, Inc. Contract services agreement
(Effective date of rejection      Dated 09/27/00
is 05/01/02)

Medical Transcription Network     Transcription services
                                  Agreement dated 02/28/00

Oxford Global Resources, Inc.     Contract services agreement
(Centennial Associates)           Dated 11/11/98

Predictative Technologies         Contract services agreement
                                  Dated 01/29/00

Stratford CT Business Trust       Landlord dated 05/14/98
(Rejected effective 07/01/02)

TNT Technology, Inc.              Software license agreement
aka TNT Software                  Dated 10/24/00

TNT Technology, Inc.              Software maintenance agreement
aka TNT Software                  Dated 10/24/00

TNT Technology, Inc.              Software product license
aka TNT Software                  Dated 10/24/00

TNT Technology, Inc.              Reseller agreement
aka TNT Software                  Dated 10/23/00

Virtual Gold, Inc.                OEM License Agreement
                                  Dated 02/10/00

Wyle Systems                      Purchase agreements

                The Exit Facility Commitment Letter

Dictaphone unveils an Exit Facility Commitment Letter from GMAC
Business Credit, LLC, for a three-year senior secured credit
facility in the aggregate principal amount of $30 million to be
used in connection with the emergence of Dictaphone from its
chapter 11 proceeding to provide a portion of the funds required
to refinance certain existing indebtedness of Dictaphone and
provide for ongoing working capital and capital expenditure
needs.

The terms and conditions of this Exit Facility are:

Borrower:        Dictaphone Corporation

Guarantors:      All of the domestic subsidiaries of Dictaphone
                  and its first-tier Canadian subsidiary;
                  however, the Canadian subsidiary will be
                  required to guarantee only to the extent that
                  such guarantee will not result in a deemed
                  dividend to Dictaphone for purposes of United
                  States federal income taxes.  Dictaphone will
                  use reasonable efforts to structure a
                  guarantee by the Canadian subsidiary that will
                  not result in a deemed dividend.

Lender & Agent:  GMACBC

Credit Facility: 3-year aggregate $30,000,000 senior secured
                  Credit Faclity, governed by a borrowing base
                  consisting of:

                  (a) Up to 85% of eligible domestic and certain
                      foreign accounts receivable acceptable to
                      Agent (including, to Agent's satisfaction,
                      that such receivables are not subject to
                      setoff arising out of service contracts of
                      Dictaphone), plus

                  (b) Up to 50% of eligible inventory with
                      advances not to exceed 80% of the
                      appraised net orderly liquidation value of
                      the inventory, as determined by appraisers
                      acceptable to Agent, plus

                  (c) The "Supplemental Amount" which shall
                      initially be:

                      (1) up to the lesser of $8,000,000, or

                      (2) the sum of:

                          * 70% of the forced orderly
                            liquidation value of machinery and
                            equipment, and

                          * 50% of the fair market value of
                            owned real estate.

                          These amounts will be determined by
                          Agent using appraisals of Dictaphone's
                          property, plant and equipment to be
                          conducted by appraisers acceptable to
                          Agent.

                      The Supplemental Amount will be reduced in
                      quarterly equal installments beginning
                      July 1, 2002, as:

                          Loan Year       Aggregate Reduction
                          ---------       -------------------
                               1              $   800,000
                               2              $ 1,600,000
                               3              $ 5,600,000

                      On the Final Maturity Date, the
                      Supplemental Amount will equal zero; minus

                  (d) Such reserves as the Agent may deem
                      necessary, including a reserve if
                      collateral reporting system acceptable to
                      Agent is not in place within 90 days of
                      closing.

                  The Revolving Credit Facility will include a:

                  * $2,000,000 sublimit for letters of credit
                               and a separate

                  * $10,000,000 sublimit for advances against
                                inventory.


               The Dictaphone Warrant Agreement

The salient terms of the New Dictaphone Warrants are:

      Exercise Price:  Each Warrant shall initially entitle the
holder, subject to further adjustment, to purchase one share of
New Common Stock for:

       $10.00 per share if exercised within 6 months of the
                        Effective Date,

       $15.00 per share if exercised on or after 6 months and
                        one day, but before 12 months after the
                        Effective Date,

       $17.50 per share if exercised on or after 12 months and
                        one day, but before 18 months after the
                        Effective Date, and

       $20.00 per share if exercised on or after 18 months and
                        one day after the Effective Date.

       Exercise Period:  The Warrants will be exercisable
subject to the occurrence of: (i) the 60th day to the extent
practicable, but no later than the 30th day prior to a
transaction which requires, or has the effect of, canceling or
terminating the Warrants, (ii) the 30th day prior to
Dictaphone's consummating an agreement to sell, assign, convey,
transfer, reorganize, merge, consolidate or lease Dictaphone or
substantially all of its asset, (iii) the receipt of an
unsolicited bid to purchase Dictaphone or substantially all of
its assets which is accepted by the Board, or (iv) if none of
the foregoing events has previously occurred, the occurrence of
the 60th day before the 4th anniversary of the Effective Date.
(L&H/Dictaphone Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LIGHTRADE INC: Chapter 7 Voluntary Case Summary
-----------------------------------------------
Debtor: LighTrade, Inc.
        1667 K Street, NW, Suite 801
        Washington, DC 20006

Bankruptcy Case No.: 02-00439

Type of Business: The Debtor develops hardware to help
                  communications companies trade bandwidth.

Chapter 11 Petition Date: March 1, 2002

Court: District of Columbia

Judge: S. Martin Teel Jr.

Debtors' Counsel: David E. Lynn, Esq.
                  Docter, Docter & Lynn, P.C.
                  666 11th St., N.W. Suite 1010
                  Washington, DC 20001-4542
                  202-628-6800


MCLEODUSA: Genesis And Riverside To Acquire CapRock Services
------------------------------------------------------------
McLeodUSA Incorporated announced the signing of an agreement to
sell CapRock Services Corp. to a holding company formed by an
investor group led by Genesis Park LP and The Riverside Company.
The sale also includes two wholly-owned subsidiaries of CapRock
Services: CapRock UK Limited and Spacelink Systems, Inc.

McLeodUSA Incorporated acquired CapRock Services in December
2000 as part of the acquisition of CapRock Communications Corp.
of Dallas. CapRock Services provides managed telecommunications
and satellite services to the oil and gas industry in the Gulf
of Mexico and the North Sea. Headquartered in Houston, CapRock
Services has offices in New Orleans and Lafayette, Louisiana,
and Aberdeen, Scotland.

Errol Olivier, currently Vice President & General Manager of
CapRock Services, will be the new President of CapRock Services.
Peter Shaper, a Founding Partner of Genesis Park, will become
the new Chief Executive Officer.

The closing of the transaction is expected to occur by the end
of third quarter 2002 and is subject to customary closing
conditions, including certain regulatory approvals. The terms
and conditions were not disclosed.

                    About McLeodUSA

McLeodUSA provides integrated communications services, including
local services, in 25 Midwest, Southwest, Northwest and Rocky
Mountain states. The Company is a facilities-based
telecommunications provider with, as of December 31, 2001, 42
ATM switches, 60 voice switches, 485 collocations, 525 DSLAMs,
over 31,000 route miles of fiber optic network and more than
8,600 employees. Visit the Company's web site at
http://www.mcleodusa.com.

                About Genesis Park LP

Genesis Park LP is a Houston-based venture capital and private
equity firm focused on technology-driven, high-growth companies.
A Texas-centric investor, Genesis Park has a team of investment
and technology professionals who take active roles with their
portfolio companies to provide not only the capital, but also
the mentoring and strategic interaction required to meet the
needs of each developing business. For more information, please
visit the Genesis Park website at http://www.genesis-park.com.

             About The Riverside Company

The Riverside Company, with offices in New York, Cleveland,
Dallas and San Francisco, is one of the leading private equity
firms investing in premier companies at the smaller end of the
middle market. Since its inception in 1988, Riverside has
invested in 52 acquisitions, including 26 platform companies and
26 add-on acquisitions across a variety of industries. The firm
has half a billion of capital under management and has earned
its investors realized gains of more than five times their
original cash investments. In addition to four pre-1995
acquisitions, Riverside has brought to market The Riverside
Capital Appreciation Funds of 1995, 1998 and 2000, attracting
investors from pension funds, endowments, funds of funds,
insurance companies and banks. Since its inception in 1988,
Riverside has invested in 53 acquisitions, including 26 platform
companies and 27 add-on acquisitions across a variety of
industries through its three funds and other investment
vehicles. More information on The Riverside Company can be found
at http://www.riversidecompany.com.


MESA AIR GROUP: Shareholders To Convene In Phoenix On April 4
-------------------------------------------------------------
The 2002 Annual Meeting of Shareholders of Mesa Air Group, Inc.,
a Nevada corporation, will be held at the Phoenix Airport
Marriott, 1101 N. 44th Street, Phoenix, Arizona, on April 4,
2002, at 10:00 a.m., Arizona Time, for the following purposes:

     1. To elect nine (9) directors to serve for a one-year
        term;

     2. To consider a proposal introduced by a shareholder to
        adopt confidential shareholder voting;

     3. To ratify the selection of Deloitte & Touche LLP as
        independent auditors for the Company; and

     4. To transact such other business as may properly come
        before the meeting or any postponement(s) or
        adjournment(s) thereof.

The Board of Directors has fixed the close of business on
February 28, 2002, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting or
any postponement or adjournment thereof.


MONARCH DENTAL: Says Cash Insufficient To Pay Off Debts
-------------------------------------------------------
Monarch Dental Corporation (Nasdaq: MDDS) reported results for
the fourth quarter and year ended December 31, 2001.

Patient revenue, net grew 2.9% to $51.6 million for the fourth
quarter compared to $50.2 million reported for the same period
in 2000.  The Company had a net loss for the quarter of $3.9
million, or $1.81 per diluted share, compared to a net loss in
the fourth quarter of 2000 of $3.0 million, or $1.40 per diluted
share.

The net loss in the fourth quarter of 2001 includes a $1.1
million, or $0.49 per diluted share, loss on sale of subsidiary
related to the sale of the Wisconsin market and a pre-tax charge
of $1.0 million, or $0.31 per diluted share, related to the
write-off of unbilled orthodontic receivables.  In addition, the
Company did not record a federal income tax benefit for the
quarter of $818,000, or $0.38 per diluted share, related to its
net loss because the Company's historical operating results do
not support its future ability to realize this tax benefit.  The
net loss in the fourth quarter of 2000 includes pretax costs of
$1.3 million, or $0.40 per diluted share, related to the
Company's evaluation of strategic alternatives and $1.0 million,
or $0.31 per diluted share, of costs related to severance
payments made to a former executive of the Company.

Excluding these costs, the Company generated a net loss in the
fourth quarter of 2001 of $1.4 million, or $0.63 per diluted
share, compared to a net loss of $1.5 million, or $0.70 per
diluted share, for the same period in 2000.

The Company attributed the net loss in the fourth quarter to the
decline in performance of the Houston, Philadelphia, Atlanta,
Colorado, and New Jersey markets.  As previously reported, these
markets experienced management changes and dentist turnover
during 2001.  Revenue in these markets declined 9.6% in the
fourth quarter of 2001 compared to the same period in 2000.
Excluding these markets, revenue for the Company grew 6.7% in
the fourth quarter of 2001 compared to the same quarter in 2000.
These five markets accounted for $768,000, or 57.0%, of the
fourth quarter net loss, excluding the special items noted
above.

Cash flow from operations was $1.2 million in the fourth quarter
of 2001. Excluding the special items noted above, cash flow from
operations in the fourth quarter of 2001 was $2.2 million
compared to $889,000 in the fourth quarter of 2000.

For the year ended December 31, 2001, patient revenue, net was
$211.9 million compared to $211.3 million in 2000.  The Company
generated a net loss for the year of $4.1 million, or $1.89 per
diluted share, compared to a net loss for the prior year of
$482,000, or $0.22 per diluted share.

The net loss for 2001 includes the loss on sale of subsidiary of
$1.1 million, or $0.49 per diluted share, related to the sale of
the Wisconsin market, the pretax charge of $1.0 million, or
$0.31 per diluted share, related to the write-off of unbilled
orthodontic receivables and $317,000, or $0.10 per diluted
share, of costs related to the Company's evaluation of strategic
alternatives.  In addition, the Company has not recorded a
federal income tax benefit for the year of $427,000, or $0.20
per diluted share, related to its net loss because the Company's
historical operating results do not support its future ability
to realize this benefit.  The net loss for 2000 includes pre-tax
costs of $2.3 million, or $0.72 per diluted share, related to
the Company's evaluation of strategic alternatives and $1.0
million, or $0.31 per diluted share, of costs related to the
severance payments made to a former executive of the Company.

Excluding these costs, the net loss for the year 2001 was $1.7
million, or $0.79 per diluted share, compared to net income of
$1.7 million, or $0.81 per diluted share, for the year ended
December 31, 2000.

Cash flow from operations was $12.1 million for the year 2001.
Excluding the special items noted above, cash flow from
operations for the year 2001 was $13.9 million compared to $14.5
million in 2000.

The Company has a Credit Facility with a bank syndicate, which
expires on July 1, 2002. At December 31, 2001, the Company had
$67.3 million outstanding under the Credit Facility and was in
default under the minimum EBITDA and minimum net worth covenants
contained within the terms of its Credit Facility. The revenue
decline in the Company's Houston, Philadelphia, Atlanta, New
Jersey and Colorado markets contributed to the defaults.

Although the Company is attempting to negotiate an amendment to
its Credit Agreement and to secure a waiver of the defaults and
an extension of the Credit Facility, there can be no assurance
that the Company's lenders will agree to an amendment on terms
acceptable to the Company or at all.  The Company, however, has
made all required principal and interest payments related to its
Credit Agreement.

On February 7, 2002, the Company's lenders notified the Company
that they were exercising their option to impose the default
interest rate under the Credit Agreement, which is equal to the
lead lender's prime rate plus six percent, for the remaining
duration of the Company's default.  The default rate will
significantly increase the Company's interest payments under the
Credit Facility and will negatively impact the Company's
liquidity.  Moreover, for as long as the Company remains in
default, the Company's lenders have the right to accelerate the
maturity of the Company's debt under the Credit Facility and to
use cash balances in the Company's bank accounts to set off a
portion of the debt.  The Company does not have cash available
to pay off its debt under the Credit Facility and its financial
condition and results of operations would be materially and
adversely affected by the lenders' use of its available cash to
set off a portion of the debt.

Commenting on the financial results, Barger Tygart, Chairman and
Chief Executive Officer, stated, "Our financial results suffered
from a decline in the financial performance of the Houston,
Philadelphia, Atlanta, Colorado and New Jersey markets. These
five markets also accounted for $2.9 million, or 84%, of the
decline in the Company's net income, excluding special items
noted above, in 2001 from 2000.  Our ability to improve the
operating results in these markets will be critical to the
future success of the Company. Excluding these markets, the
remainder of the Company experienced a revenue growth rate of
6.7% for the fourth quarter and 4.1% for the year 2001.

Mr. Tygart concluded, "Our priorities in 2002 will be to reach a
satisfactory arrangement with our lenders and to enhance the
financial stability of the Company by improving the operating
performance of the Houston, Philadelphia, Atlanta, Colorado, and
New Jersey markets.  We are also continually evaluating the cost
structure of the Company to ensure that the Company is
functioning in the most efficient manner possible."

Monarch Dental currently manages 157 dental offices serving 17
markets in 13 states.  The Company seeks to build geographically
dense networks of dental providers primarily by expanding within
its existing markets.


N-VIRO INTERNATIONAL: Shares Kicked Off Nasdaq Today
----------------------------------------------------
On February 28, 2002, N-Viro International Corporation (Nasdaq:
NVIC) received a Nasdaq staff determination indicating that the
Company fails to comply with the minimum net tangible assets
and/or minimum stockholders' equity requirements for continued
listing on the Nasdaq SmallCap Market, as set forth in
Marketplace Rule 4310c(2)(B).  In the absence of an appeal of
the staff determination, the Company's voting, common stock is
scheduled to be delisted as of March 8, 2002.

The Company has the right to appeal the staff's determination
and such an appeal has been filed by the Company.  Pending
resolution of the Company's appeal, the Company's common stock
will remain listed on the Nasdaq SmallCap Market.  While the
Company anticipates that it can bring itself into compliance
with Nasdaq listing requirements on or before June 30, 2002,
there can be no assurances that this will occur, or even if it
does occur, that the timing of compliance will be soon enough to
satisfy Nasdaq authorities and avoid the delisting of the
Company's voting, common stock.

More information about N-Viro can be obtained by contacting the
office or on the internet at www.nviro.com or by e-mail inquiry
to info@nviro.com .


NATIONSRENT: Obtains Final Court Nod On $55 Million DIP Loan
------------------------------------------------------------
NationsRent, Inc. (NRNT) announced that it obtained final Court
approval of its $55 million debtor-in-possession (DIP) financing
led by Fleet National Bank.  The Company has not borrowed any
amounts under the DIP financing it has in place and currently
has approximately $40 million of cash on hand.

The Company also announced that Phillip V. Petrocelli has been
appointed President and Chief Executive Officer on an interim
basis.  Mr. Petrocelli has served as Executive Vice President of
NationsRent since 1998.  Prior to joining NationsRent, he was
Senior Vice President of Western Operations at OHM Corporation,
a large national specialty contractor and Chairman of Beneco
Enterprises, a construction management company.  Mr. Petrocelli
will direct the Company through the reorganization process until
such time as a permanent president and CEO is appointed.  To aid
in this search, NationsRent has retained, subject to the Court's
approval, the executive search firm of Korn/Ferry International.

The Company also announced that Thomas H. Bruinooge has been
appointed non-executive Chairman of the Board.  Mr. Bruinooge
has served as an outside director of NationsRent since 1998.
Mr. Bruinooge has been an attorney in private practice since
1968, most recently with Bruinooge & Associates, a firm he
founded in 1987.  Mr. Bruinooge plans to work closely with the
board, senior management and the Company's financial advisors to
ensure that NationsRent maintains ongoing relationships with its
customers and vendors and develops a plan of reorganization that
will allow the Company to emerge from Chapter 11 as a stronger,
more competitive business.

James L. Kirk formally resigned as Chairman and Chief Executive
Officer of the Company on February 11, 2002.

                        Company Profile

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates more than 230 locations in 27 states.  NationsRent
offers a broad range of high-quality construction equipment at
its locations that are conveniently located in highly visible
areas with a consistent retail look and feel, offering superior
customer service at affordable prices. More information on
NationsRent is available on its home page at
http://www.nationsrent.com


NTEX INCORPORATED: TSE Listing Review to Follow Sale of Assets
--------------------------------------------------------------
In connection with the privatization of Ntex Incorporated's
principal operating subsidiary to be known as Camtx Corporation
and as part of Ntex's recently announced restructuring and sale
of substantially all of its assets, the Toronto Stock Exchange
has advised that it will conduct a review of Ntex's continued
listing within 30 days of the completion of the transaction and
following such review trading may be suspended. While not
relevant to the operating units of Camtx, Ntex believes its
residual minority interest in Camtx and possible new investments
may justify continued listing although there can be no assurance
that the listing will be maintained.


NVR INC: S&P Affirms BB Ratings And Revises Outlook to Positive
---------------------------------------------------------------
Standard & Poor's revised its ratings outlook for NVR Inc. to
positive from stable. At the same time, the company's double-'B'
corporate credit rating and senior unsecured rating were
affirmed. The outlook revision and affirmation acknowledge NVR's
strong financial measures and solid financial flexibility as it
continues to improve its market share within its existing
markets. NVR has a solid market position, an attractively
structured and prudently managed inventory position, and very
strong cash flow protection measures. These strengths are offset
by the company's more modest tangible book equity coupled with a
continued appetite for share repurchases.

McLean, Va.-based NVR is a holding company that, through its
subsidiaries, operates two business segments: home building
through Ryan Homes, NVHomes, and Fox Ridge Homes, and financial
services through NVR Mortgage Finance Inc. NVR ranks sixth among
national homebuilders in terms of 2001 home-building revenues
($2.56 billion) and is the leading builder in the Washington,
D.C. and Baltimore, Md. markets. While the majority of NVR's
business is still derived from Washington, D.C. (32% of 2001 new
orders) and Baltimore (15%), this geographic concentration is
improved from recent levels (54% combined in 1999). As the
company pursues increased penetration of its newer markets,
geographic concentration is expected to modestly decline. NVR's
prudent inventory management helps to offset this concentration
risk and should also provide the company with some stability
during a housing slowdown.

Unlike the majority of its rated homebuilding peers, the company
holds minimal unsold land inventory and controls all of its land
lots through seller options, which materially reduces the
company's capital needs. This provides for excellent
efficiencies, as NVR's inventory turns averaged greater than 5.0
times (x) over the previous three- and five-year periods, which
is the strongest in the home building sector. However, the cost
of this strategy is in the form of investments in contract land
deposits, which have increased during 2001 and now total $156
million (or about 45% of net tangible book equity), and NVR
controls a two- to three-year supply of lots.

Coverage measures are excellent, with EBIT to interest incurred
at greater than 32x overall currently and a very strong 25x and
18x average over the prior three and five years. However, NVR's
strong corporate-level profitability measures are highly
dependent on the company's ability to continue to procure land
through option contracts, which supports high inventory turns.

Tangible book equity (net of $55 million excess reorganization
value and goodwill) reached $294 million in the quarter ended
Dec. 31, 2001. Book leverage of 26% is modest for the rating,
and leverage levels rise to a still modest 29%, if adjusted to
tangible book equity. This adjusted leverage level has improved
from 55% at year-end 1999. However, recent gains in tangible
book equity may moderate due to the company's aggressive pursuit
of share repurchases ($224 million in 2001, and a recently
authorized but as yet unused $300 million share buyback
program). NVR has recently solicited consents from the holders
of its 8% senior notes due 2005 to amend the indenture governing
these notes. The purpose of the consent solicitation is to
permit NVR to amend the indenture governing the notes in order
to provide NVR with greater flexibility to continue to
repurchase shares of its outstanding common stock. Standard &
Poor's expects the company to pursue share repurchases in a
balance sheet neutral manner, as it has historically done.

Internal cash ($85 million at the homebuilding division) and
external liquidity sources ($100 million unsecured revolving
credit facility, expiring May 2004, and is currently unused)
provide ample financial flexibility. The addition of a $400
million shelf, which has a $255 million remaining balance,
contributes to external liquidity.

                    OUTLOOK: POSITIVE

Management has adhered to a moderately conservative financing
plan, while increasing share in its existing markets and
modestly reducing geographic exposure over the prior several
years. Future ratings improvements will be a function of NVR's
demonstrated continued success in managing increased penetration
of its existing markets while maintaining a conservative stance
regarding share repurchases, inventory management, and leverage
levels.

A complete list of ratings is available on RatingsDirect,
Standard & Poor's on-line credit research service, or by calling
the Standard & Poor's Ratings Desk at (1) 212-438-2400.


PACIFIC GAS: Says Natural Gas Prices Continue To Plunge In 2002
---------------------------------------------------------------
Pacific Gas and Electric Company says the cost to heat
customers' homes and businesses is 59 percent below what it was
in March 2001.

Residential and business customers of Pacific Gas and Electric
Company are finally seeing natural gas prices more reflective of
historical averages, a statement issued by the company says. For
the past three months (January-March), the cost of natural gas
has been nearly 60 percent below last year's record prices. For
the month of March, the average residential bill for natural gas
will be $39.23-59 percent lower than March 2001 when average
residential bill was $95.06.

According to the utility, customer conservation is key in
managing both electric and gas costs. However, a cold winter
throughout Pacific Gas and Electric Company's area has resulted
in increase natural gas consumption. But weather trends indicate
March will be a mild month, therefore natural gas bills should
be close to the average cost of $39.23. The average cost over
the past five years, with the exception of 2001, is $41.37.

              March     Commodity Cost*     Average Bill**
              -----     ---------------     --------------
              1998          $0.21              $ 40.87
              1999          $0.20              $ 38.15
              2000          $0.32              $ 47.46
              2001          $1.04              $ 95.06
              2002          $0.26              $ 39.23

       *   Price per therm

       **  Based on average residential usage of 70 therms.
           Includes commodity cost and all other charges

March is typically a mild month, but customers should still
remember conservation will help reduce consumption, protect the
environment and lower energy bills.

The following are a few simple tips to practice offered by PG&E:

--  Keep it low at night: You can save 5 to 15 percent by
     turning down your thermostat at night.

--  Don't Crank it up: Setting the thermostat at 90 degrees
     won't heat your home any faster, but it will overheat the
     house and waste energy and money if you leave it at the
     high setting.

--  Install a programmable unit: These range widely in cost and
     features, but even the lower cost ones will do the job of
     programming the thermostat to turn your furnace on and off
     at set times.

--  Clean or replace furnace filters regularly: Check the
     filters in your system once a month during times of high
     use to ensure proper airflow. Clean or change filter when
     clogged or dirty.

(Pacific Gas Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Seeks Court Nod To Pay Claims Under $5,000
-------------------------------------------------------
Pacific Gas and Electric Company has filed a motion in U.S.
Bankruptcy Court asking for permission to pay certain valid pre-
petition claims, including claims for amounts of $5,000 or less,
mechanics' lien claims and reclamation claims.  These payments
will be made on or before July 31, 2002.

In PG&E's bankruptcy case, more than 13,000 proofs of claims
have been filed.  The utility estimates over 4,000, or almost
one-third of the claims, are for $5,000 or less.  Many of the
creditors in this category are individuals or small businesses.
Claims filed for amounts under $5,000 total approximately $6.7
million.

There are approximately 50 mechanics' lien claims filed against
PG&E, totaling approximately $10.2 million.  A mechanics' lien
claim is a claim secured by a statutory lien against real
property on which the claimant has provided labor, services,
equipment or materials.

About 50 reclamation claims have been filed for a total of
approximately $5.5 million.  These claims are for the value of
goods delivered to the utility immediately prior to or shortly
after the filing of the Chapter 11 petition on April 6, 2001.

PG&E estimates it will pay no more than $22.4 million to pay in
full all valid claims in these three groups.

By paying these claims, PG&E reduces its ongoing liability for
post-petition interest related to these claims.  In addition,
this effort will streamline the claims resolution process and
allow the utility to focus its resources on the remaining
larger, more complex claims.

If the Court approves the motion, all undisputed claims of
$5,000 or less, mechanics' lien claims and reclamation claims
will be paid on or before July 31, 2002, with interest accrued
at the Federal Judgment Rate in effect as of the date of PG&E's
bankruptcy petition (4.19%), on the allowed amount of the claim
from April 6, 2001 through June 30, 2002.

For disputed claims, upon resolution of the claim by either a
Court order or settlement, PG&E will pay the allowed amount of
those claims plus interest accrued at the Federal Judgment Rate
(4.19%) from April 6, 2001, through the date of the payment.

The Official Creditors' Committee has indicated its support for
the motion.  The Bankruptcy Court is scheduled to hear the
motion on March 25, 2002.


PACIFIC GAS: Annual Shareholders' Meeting Scheduled For April 17
----------------------------------------------------------------
The annual meetings of shareholders of PG&E Corporation and
Pacific Gas and Electric Company will be held concurrently on
Wednesday, April 17, 2002, at 10:00 a.m., in the Masonic
Auditorium, 1111 California Street, San Francisco, California,
for the purpose of considering the following matters:

     - For PG&E Corporation and Pacific Gas and Electric Company
shareholders, to elect the following nine and ten directors,
respectively, to each Board for the ensuing year:

     David R. Andrews, Robert D. Glynn, Jr., Carl E. Reichardt,
     David A. Coulter, David M. Lawrence, MD, Gordon R. Smith*
     C. Lee Cox, Mary S. Metz, Barry Lawson Williams, and
     William S. Davila

     * Gordon R. Smith is a nominee for director of Pacific Gas
       and Electric Company only.


     - For PG&E Corporation and Pacific Gas and Electric Company
shareholders, to ratify each Board of Directors' appointment of
Deloitte & Touche LLP as independent public accountants for 2002
for PG&E Corporation and Pacific Gas and Electric Company,

     - For PG&E Corporation shareholders only, to act upon two
management proposals described in the Joint Proxy Statement,
For Pacific Gas and Electric Company shareholders only, to act
upon five management proposals described in the Joint Proxy
Statement,

     - For PG&E Corporation shareholders only, to act upon
proposals submitted by PG&E Corporation shareholders and
described in the Joint Proxy Statement, if such proposals are
properly presented at the meeting, and

     - For PG&E Corporation and Pacific Gas and Electric Company
shareholders, to transact such other business as may properly
come before the meetings and any adjournments or postponements
thereof.

The Boards of Directors have fixed the close of business on
February 19, 2002, as the record date for the purpose of
determining shareholders who are entitled to receive notice of
and to vote at the annual meetings.


PARK PLACE: Assigns BB+ Rating To Proposed $300 Million Notes
-------------------------------------------------------------
Standard & Poor's assigned its double-'B'-plus rating to Park
Place Entertainment Corp.'s proposed $300 million senior
subordinated notes and affirmed its other ratings on the
company.

Ratings for Las Vegas, Nev.-based Park Place Entertainment,
reflect its diversified asset and cash flow base, and recognized
brand names, offset by high debt leverage and a more challenging
operating environment in Las Vegas following the terrorist
attacks of Sept. 11, 2001, and the slowing economy.

Park Place operates one of the largest portfolios of casino
properties in the world, with a little more than 90% of revenue
generated domestically. Its large base of gaming assets provides
cash flow diversity by property and region.

The company has a solid presence in Las Vegas; Atlantic City,
N.J.; Tunica (Miss.); and along the Gulf Coast. Its midwestern
presence is limited to its Glory of Rome riverboat in southern
Indiana. Park Place generates about 30%-35% of its cash flow
from its five properties in Las Vegas and a roughly equal amount
from its four properties in Atlantic City. These are the largest
and most frequently visited gaming markets in the United States.
Park Place owns several successful gaming brands including
Caesars, Bally's, Grand Casinos, Flamingo, and Paris Las Vegas.
Its Caesars brand, in particular, generates substantial name
recognition among casino visitors.

As a result of its large presence in Las Vegas, Park Place has
been materially affected by the September terrorist attacks and
by the slowing economy. Total company EBITDA declined 19% in the
fourth quarter of 2001 and more than 40% in the company's
western region. Standard & Poor's expects Las Vegas to
strengthen gradually over the course of 2002. First-half results
for Park Place's Las Vegas properties are likely to be well
below the year-ago period, but easier comparisons in the second
half are expected to result in fairly flat performance for these
properties year-over-year.

Park Place has continued to pay down debt since its acquisition
of Caesars World Inc. in December 1999. The company repaid $226
million of debt in 2000 and about $90 million in 2001. However,
debt leverage, as measured by total debt to EBITDA, ended 2001
at about 4.9 times (x) as the sharp decline in EBITDA in the
last four months of the year offset debt reduction.

Standard & Poor's anticipates that debt reduction will remain a
strategic priority of management during the intermediate term
and will take precedence over growth opportunities and/or share
repurchases. As a result of a modest growth capital spending
program, it is expected that Park Place will generate material
free cash flow in 2002 that will be earmarked for debt
reduction. In addition, anticipated proceeds of $100 million
from the sale of its interest in Australian casino company
Jupiters Ltd. are expected to be applied against outstanding
debt. The anticipated reduction in debt and the recovering
industry conditions are expected to drive improved credit
measures. Standard & Poor's expects that Park Place will report
debt leverage, as measured by total debt to EBITDA, in the 4x
area by early 2003.

It is also anticipated that debt leverage will improve further
over time, providing an additional financial cushion for the
rating, while allowing the company to meet future growth plans
within the parameters of the rating. Over the longer term,
Standard & Poor's anticipates that debt leverage of 4x will
serve as a maximum leverage benchmark for the rating, rather
than an ongoing level.

                         Outlook

Park Place's capital structure is highly leveraged for the
current rating level following the events of Sept. 11, despite
its recent progress in reducing debt. Ratings could be lowered
if debt balances are not reduced during 2002 or if operations do
not begin to rebound to allow credit measures to return to
levels more consistent the rating.

Credit Rating: BBB-/Negative/A-3


PHASE2MEDIA: SDNY Court Fixes March 19 As Claims Bar Date
---------------------------------------------------------
Judge Allan L. Groper of the U.S. Bankruptcy Court for the
Southern District of New York fixes March 19, 2002, as the last
day for the filing of proofs of claim in the chapter 11 case of
Phase2Media, Inc.

Each and every entity that holds a prepetition claim against the
Debtor must file a written proof of such claim and must be
received on or before 5:00 p.m., New York City time, on the
Claims Bar Date by:

          Clerk of the U.S. Bankruptcy Court for the
             Southern District of New York
          Phase2Media, Inc., Case No. 01-B-14020 (ALG)
          The Alexander Hamilton Custom House
          One Bowling Green, New York, New York 10004-1408

Any person or entity failing to file their proofs of claims on
or before the Claims Bar Date will be forever barred from
asserting such claim against the Debtor or voting on any plan of
reorganization and participating in any distribution in the
Debtor's chapter 11 case.

Phase2Media, Inc., an online advertising, sales and marketing
company, filed for Chapter 11 protection on July 18, 2001.
Harold D. Jones, Esq., at Gersten Savage & Kaplowitz, represents
the Debtors in their restructuring effort.  When the Company
filed for protection from its creditors, it listed $18,057,000
in assets and $19,672,000 in debts.


PHASE2MEDIA: Court Extends Plan Filing Exclusivity to March 26
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives Phase2Media, Inc. until March 26, 2002 to exclusively file
a plan of reorganization and until May 28, 2002 to exclusively
solicit acceptances of that plan.

The Debtor tells the Court that it met with the Creditor's
Committee to discuss the progress of this case and decided that
a confirmation of a plan will maximize the value of the assets
for the creditors.  The Debtor says that it has been actively
involved in collecting its accounts receivables and is promptly
filing its schedules of assets and liabilities.

Phase2Media, Inc., an online advertising, sales and marketing
company, filed for Chapter 11 protection on July 18, 2001.
Harold D. Jones, Esq., at Gersten Savage & Kaplowitz, represents
the Debtors in their restructuring effort.  When the Company
filed for protection from its creditors, it listed $18,057,000
in assets and $19,672,000 in debts.


PHYCOR INC.: Engages Poorman-Douglas as Claims Agent
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives its
approval to PhyCor, Inc. and debtor-subsidiaries to retain and
employ Poorman-Douglas Corporation as claims agent of the Clerk
of the Court.

As the Debtors' claims agent, Poorman-Douglas is expected to:

     (a) maintain all proofs of claim filed in this case;

     (b) maintain all official claims registered by docketing
         all proofs of claims on a claims register including:

          (i) the name and address of the claimant and agent, if
              an agent filed the proof of claim;
         (ii) the date the proof of claim was filed with the
              Court;
        (iii) the claim number assigned to the proof of claim;
              and
         (iv) the amount and classification asserted by such
              claimant;

     (c) maintain original proofs of claim in correct claim
         number order, in an environmentally secure area, and
         protect the integrity of these original documents from
         theft and alteration;

     (d) transmit to the Clerk of the Court an official copy of
         the claims register and provide the Clerk of the Court
         with any information regarding the claims register upon
         request;

     (e) maintain an up to date mailing list for all entities
         that have filed a proof of claim, which shall be
         available upon request of a party in interest or the
         office of the Clerk of the Court;

     (f) be open to the public for examination of the original
         proofs of claim without charge during regular business
         hours;

     (g) record all transfers of claims and provide notice of
         the transfer;

     (h) make all original documents in its possession available
         to the Clerk of the Court on an expedited immediate
         basis;

     (i) comply with applicable state, municipal, and local laws
         and rules, orders, regulations, and requirements of
         federal government departments and bureaus;

     (j) promptly comply with such further conditions and
         requirements as the Clerk of the Court may prescribe;
         and

     (k) provide such other services as may be required to
         discharge Poorman's responsibilities in these cases.

Poorman will also undertake the actions and procedures provided
in the Guidelines:

     (a) notifying all potential creditors of the filing of the
         bankruptcy petition herein and of the setting of the
         first meeting of creditors;

     (b) notifying all potential claimants of the amount of
         their respective claims, as established by the Debtors'
         records, in accordance with the Schedules;

     (c) furnishing a notice of the last date for the filing of
         proofs of claim and a form for filing a proof of claim
         to each creditor notified of the filing of these cases;

     (d) coordinating the placing of any required notices in the
         appropriate newspapers and providing any other notices
         as may be required to discharge Poorman's
         responsibilities in these cases;

     (e) filing with the Clerk an affidavit of service which
         includes a copy of each notice, a list of persons to
         whom it was mailed, and the date mailed, within ten
         days of service;

     (f) at the close of these cases, boxing and transporting
         all original documents, in proper format, as provided
         by the Clerk's Office, to the Federal Archives; and

     (g) providing subsequent distribution services as required.

Poorman-Douglas assures the Court that the pay they wish the
Debtors to compensate them is as favorable as the prices (not
disclosed) Poorman charges in similar services.

PhyCor is a medical network management company that develops and
manages independent practice associations of physicians, manages
physician hospital organizations, provides contract management
services to physician networks owned by health systems, and
consulting services to independent medical organizations. The
Company filed for chapter 11 protection on January 31, 2002.
Kayalyn A. Marafioti, Esq. at Skadden, Arps, Slate, Meagher &
Flom LLP represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed total assets of $28,851,499 and total debts of
$338,443,734.


RURAL/METRO: FY 2001 Working Capital Deficit Amounts To $262MM
--------------------------------------------------------------
Rural/Metro Corporation derives its revenue primarily from fees
charged for ambulance and fire protection services. It provides
ambulance services in response to emergency medical calls (911
emergency ambulance services) and non-emergency transport
services (general transport services) to patients on a fee-for-
service basis, on a non-refundable subscription fee basis, and
through capitated contracts. Per transport revenue depends on
various factors, including the mix of rates between existing
service areas and new service areas and the mix of activity
between 911 emergency ambulance services and general medical
transport services as well as other competitive factors. Fire
protection services are provided either under contracts with
municipalities, fire districts, or other agencies or on a non-
refundable subscription fee basis to individual homeowners or
commercial property owners.

Although the Company generated net income of approximately $2.0
million for the six months ended December 31, 2001, it incurred
net losses of approximately $226.7 million and $101.3 million
for the fiscal years ended June 30, 2001 and 2000, respectively.
Additionally, at December 31, 2001, it had a net working capital
deficit of $261.6 million (primarily as a result of the
classification as current liabilities of amounts outstanding
under its revolving credit facility and 7 7/8% Senior Notes due
2008) as well as a stockholders' deficit of $124.2 million. The
Company has been operating under a waiver of financial covenant
compliance relating to its revolving credit facility since
December 31, 1999.

Despite the significant losses experienced in fiscal 2001 and
2000, Rural/Metro has been able to fund its operating and
capital needs internally since March 2000. The Company believes
that its current business model will generate sufficient cash
flows to provide a basis for a new long-term financing agreement
with its lenders or to restructure its debt. A new long-term
agreement would likely have terms different from those contained
in its existing debt agreements, including potentially higher
interest rates, which could materially affect results of
operations and cash flows. Further, any new long-term agreement
may involve the conversion of all or a portion of Company debt
to equity or similar transactions that could result in material
and substantial dilution to existing stockholders.

Rural/Metro's ability to continue as a going concern depends on
the continued success of its current business model as well as
its ability to restructure debt. Although there is no assurance,
management believes that the Company will be successful in
achieving profitable operations and restructuring debt.

The audit report relating to Rural/Metro's fiscal 2001 financial
statements was qualified as to its ability to continue as a
going concern. Management anticipates that the audit report on
its fiscal 2002 financial statements will contain a similar
qualification unless the Company is able to successfully
restructure its debt.


SENIOR HOUSING: HRPT Properties Discloses 22.17% Equity Stake
-------------------------------------------------------------
The class of equity securities to which this statement relates
is the common shares of Beneficial Interest, par value $0.01, of
Senior Housing Properties Trust, a Maryland real estate
investment Trust, with its principal executive offices located
at 400 Centre Street, Newton, Massachusetts 02458.

The persons filing such statement with the SSEC are HRPT
Properties Trust, a Maryland real estate investment trust
("HRP"), REIT Management & Research LLC, a Delaware limited
liability company ("RMR"), and REIT Management & Research Trust,
a Massachusetts business trust ("RMR Trust").

HRP's principal business is to operate as a real estate
investment trust. The principal office of HRP is located at 400
Centre Street, Newton, Massachusetts 02458. The trustees of HRP
are Patrick F. Donelan, Rev. Justinian Manning, C.P., Frederick
N. Zeytoonjian, Barry M. Portnoy and Gerard M. Martin. The
executive officers of HRP are John A. Mannix, President and
Chief Operating Officer, John C. Popeo, Treasurer, Chief
Financial Officer and Secretary, Jennifer B. Clark, Senior Vice
President and Assistant Secretary and David M. Lepore, Senior
Vice President.

RMR's principal business is providing advisory services to real
estate investment trusts such as SNH and others. The principal
office of RMR is located at 400 Centre Street, Newton,
Massachusetts 02458. The directors of RMR are David J. Hegarty,
Gerard M. Martin and Barry M. Portnoy. The executive officers of
RMR are David J. Hegarty, President and Secretary, John G.
Murray, Executive Vice President, Evrett W. Benton, Vice
President, Jennifer B. Clark, Vice President and Assistant
Secretary, David M. Lepore, Vice President, John A. Mannix, Vice
President, Thomas M. O'Brien, Vice President, John C. Popeo,
Treasurer, John R. Hoadley, Vice President and Bruce J. Mackey,
Jr., Vice President. The sole member and manager of RMR is RMR
Trust.

RMR Trust's principal business is to act as the member and
manager of RMR. The principal office of RMR Trust is located at
400 Centre Street, Newton, Massachusetts 02458. The trustees and
executive officers of RMR Trust are the same as the directors
and executive officers of RMR. Each of Messrs. Martin and
Portnoy own 50% of the outstanding capital stock of RMR Trust.

Each of the individuals listed above (i) except for Mr. Donelan,
is a United Stated citizen, (ii) except for Mr. Donelan, Rev.
Manning and Mr. Zeytoonjian, has a business address at 400
Centre Street, Newton, Massachusetts 02458 and (iii) except for
Mr. Donelan, Rev. Manning, and Mr. Zeytoonjian is principally
employed by RMR, in the capacities specified above. Mr. Hegarty
also serves as President, Chief Operating Officer, and Secretary
of SNH and John R. Hoadley also serves as Treasurer and Chief
Financial Officer of SNH. The principal office of SNH is located
at 400 Centre Street, Newton, Massachusetts 02458. Mr. Donelan
is a British citizen and is Chairman and Chief Executive Officer
of eSecLending and has a business address at Sion Hall, 56
Victoria Embankment, London, United Kingdom. Rev. Manning is the
pastor of St. Gabriel's parish at 139 Washington Street,
Brighton, Massachusetts 02135. Mr. Zeytoonjian is Chairman and
Chief Executive Officer of Turf Products Corporation and has a
business address at 157 Moody Road, Enfield, Connecticut 06083.

On February 20, 2002, SNH issued an aggregate of 15,000,000
additional shares in an underwritten public offering. HRP
continues to hold 12,809,238 shares, which as a result of SNH's
offering of shares represent 21.93% of the issued and
outstanding shares.

In addition, the trustees, directors and executive officers of
HRP own SNH shares as follows: Mr. Martin, through a corporation
of which Mr. Martin is the sole stockholder, 61,204 shares; Mr.
Portnoy, through a corporation of which Mr. Portnoy is the sole
stockholder, 61,204 shares; and other trustees and executive
officers of HRP, 5,897 shares in the aggregate. In addition,
Messrs. Portnoy and Martin, as Managing Trustees of HRP, may be
deemed to have beneficial ownership of the 12,809,238 shares
held by HRP; however, Messrs. Portnoy and Martin disclaim
beneficial ownership of HRP's 12,809,238 shares. The shares held
by HRP, when aggregated with such additional shares held by the
trustees, directors and executive officers of HRP, aggregate
12,937,493 shares, which represent 22.14% of the issued and
outstanding shares. HRP expressly disclaims any beneficial
ownership of the shares held by Mr. Martin, Mr. Portnoy and the
other trustees and executive officers of HRP.

RMR, as HRP's advisor, and RMR Trust, as the sole member and
manager of RMR, may under applicable regulatory definitions, be
deemed to beneficially own HRP's 12,809,238 shares. RMR and RMR
Trust, however, expressly disclaim any beneficial ownership of
HRP's 12,809,238 shares.

In addition, the trustees and executive officers of RMR and RMR
Trust own SNH shares as follows, in part as noted above: Mr.
Martin, through a corporation of which Mr. Martin is the sole
stockholder, 61,204 shares; Mr. Portnoy, through a corporation
of which Mr. Portnoy is the sole stockholder, 61,204 shares; Mr.
Hegarty, 8,670 shares; and other executive officers of RMR
Trust, 14,012 shares in the aggregate. The shares held by HRP
(which may be deemed to be beneficially owned by RMR and RMR
Trust), when aggregated with such additional shares held by the
trustees and executive officers of RMR Trust, aggregate
12,954,328 shares, which represent 22.17% of the issued and
outstanding shares.

HRP has sole power to vote or dispose of its 12,809,238 shares.
To HRP's knowledge, each of the trustees, directors and
executive officers of HRP, RMR and RMR Trust described above has
sole power to vote or dispose of the shares he beneficially
owns.


SERVICE MERCHANDISE: Selling Designation Rights To Kimco Trio
-------------------------------------------------------------
Service Merchandise Company, Inc. seeks the Court's authority to
sell their Designation Rights to an entity to be formed by Kimco
Realty Corporation, SB Capital Group, LLC and Simon Property
Group, Inc. or its affiliates -- if no higher or better bid is
received.

Beth A. Dunning, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, notes that of all the bids received, Kimco's bid is
the best so far. If the bid of Kimco is unsurpassed, Ms. Dunning
says, the Debtors want to sell their Designation Rights to the
Kimco Trio under these terms:

    (a) Purchased Assets: The Designation Rights for all of the
        fee properties and leasehold and sublease interests of
        the Seller's bankruptcy estates, including the warehouse
        located on McNally Drive in Nashville and encumbered by
        the LTCB Mortgage but not including any distribution
        centers, the headquarters or the New York office nor any
        properties which the Purchaser excluded from this
        transaction prior to the entry of the Designation Rights
        Order;

    (b) Consideration:

        -- a $100,000,000 guaranteed minimum cash payment,

        -- assumption of specified Mortgage Debt:

           (1) First Mortgage Secured Notes with H.J. Wilson
               Co., Inc. and The Long-Term Credit Bank of Japan,
               Limited, New York Branch and Sovran Bank/Central
               South dated June 28, 1990 ("the LTCB Mortgage")
               in the original principal amount of $62,707,016
               as of the commencement of the cases;

           (2) the debt under a two loan agreements with First
               Union National Bank of North Carolina dated
               October 4, 1996 in the original principal amounts
               of $47,416,040 and $19,790,155; and

           (3) the debt under 9 "one-off" mortgages in the
               aggregate principal amount of $18,063,317 as of
               the commencement of the cases,

        -- a 15% profit sharing in any residual upside from the
           ultimate disposition of the Properties,

        -- reimbursement of carrying costs from the later of the
           date a sale order is entered or the date that the
           going-out-of-business sale is completed at a
           particular location,

        -- a commitment to invest up to $80,000,000 to redevelop
           or purchase the Properties (or adjacent properties),
           and

        -- the payment and satisfaction of all cure obligations
           over and above a capped amount to be paid by the
           Debtors;

    (c) Newco: A new entity shall be formed to be owned
        85% by the Purchaser and 15% by the Debtors. To the
        extent the Purchaser holds Designation Rights for any
        Properties as of the commencement of the confirmation
        hearing with respect to Seller's plan of reorganization,
        Newco shall take title to the Fees and become the
        assignee of the Leases, in both cases as of the
        effective date of such plan of reorganization and
        without further order of the Court. Net profit realized
        from the disposition of the Properties shall be shared
        in accordance with the respective ownership positions in
        Newco;

    (d) Sale Order: The Debtors shall use commercially
        reasonable efforts to obtain a Designation Rights Order,
        providing for, among other things:

        -- allowing the Properties to "go dark" during the
           Designation Period despite any lease provisions,
           reciprocal easement agreements or local laws to the
           contrary,

        -- allowing the Purchaser's designees to remain dark for
           up to an additional 9 months after assignment,

        -- allowing the Purchaser's designees to remodel and to
           replace and modify the existing signage
           notwithstanding any provision in any lease, REA or
           local law to the contrary,

        -- providing for the Purchaser to have the protection of
           Section 363(m),

        -- authorizing and approving the grant of a super-
           priority administrative claim and lien to Purchaser
           for any carry costs funded by the Purchaser before
           the Designation Rights Order becomes a final order,

        -- containing the LTCB Consent, and

        -- providing that all assignments or sales of the
           Properties prior to the effective date of a Plan of
           Reorganization shall be exempt from taxes to the
           extent permitted by section 1146(c);

    (e) Guaranty: Kimco will guaranty payment by the Purchaser
        of the entire $100,000,000 guaranteed portion of the
        purchase price and the guaranty will be absolute and not
        subject to set-off or deduction for any purpose;

    (f) Cure Costs: The Debtors will use commercially reasonable
        efforts to set a bar date for cure claims on or before
        March 30, 2002.  The Debtors will be solely responsible
        for all monetary cure cost for any of the Properties up
        to an aggregate cap and Purchaser will be responsible
        for all other cure costs in excess of a $_______ Cap;

The Sale Agreement further provides:

    (a) with respect to the Leases, the period by which the
        Purchaser must exercise its Designation Right is the
        earlier of the extension period currently in effect for
        Lease Decisions unless further extended by order of the
        Bankruptcy Court, or the effective date of a plan as to
        designations identified by the exhibit filing deadline
        with respect to that plan;

    (b) for each Fee Property, the period by which the
        Purchase must exercise its Designation Right is the
        effective date of a plan provided that designations are
        identified by the exhibit filing deadline with respect
        to such plan; provided further that the Purchaser shall
        identify on a list for the Debtors and the Committee
        which Properties will be conveyed to Newco by no later
        than the date for the filing of exhibits with respect to
        the plan of reorganization;

    (c) in order to exercise the Designation Right, the
        Purchaser must provide written notice to the Debtors as
        to a proposed assignment of a Lease along with other
        supporting information relating to the identity of the
        proposed assignee, the intended use of the Property and
        documentation relating to the proposed assignees ability
        to provide adequate assurance of future performance;

    (d) the Debtors shall deliver a written notice to all
        affected parties of the proposed assignment along with
        other supporting information delivered by the Purchaser
        to the Debtors;

    (e) the Affected Parties shall have 16 days to file and
        serve an objection;

    (f) for the Fee Properties, the Affected Parties will only
        have 10 days to file an objection;

    (g) K&S Mortgage Investors LLC consents and agrees to obtain
        the consent of the other holders of the LTCB Mortgage,
        to the assumption and assignment of its outstanding
        mortgage debt to Newco upon these terms:

          (i) the holder of the LTCB Mortgage shall waive any
              and all claims including any super-priority,
              administrative, unsecured or deficiency claim,
              against the Debtors' estates;

         (ii) except as provided in clause (iii), the holders of
              the LTCB Mortgage shall voluntarily cap their
              subordinate claim against the Bondholder in the
              aggregate sum of $9,000,000 until the final
              Property covered by the LTCB Mortgage is sold, at
              which time the Purchaser shall be entitled to such
              monies and the interest earned thereon up to the
              amount of any deficiency claim under the LTCB
              Mortgage, provided that if the deficiency claim is
              less than $9,000,000, then the balance of such
              funds shall be distributed to the Bondholders as a
              supplemental distribution;

        (iii) if the LTCB Mortgage deficiency claim is greater
              than $9,000,000, the LTCB Mortgage holders shall,
              at the Debtors' direction, either waive their
              right to such deficiency as well as any right to
              seek disgorgement of any dividend previously paid
              by the Debtors to Bondholders or take such action
              as may be necessary to promptly sell, assign or
              convey for $1 such deficiency claim greater than
              $9,000,000 to the Debtors, the Committee or their
              respective designee, which designee may seek to
              recover any such deficiency out of proceeds
              otherwise payable to the Bondholders and pay an
              equivalent amount, net of costs incurred
              therewith, to the Debtors;

         (iv) all adequate protection payments made to date on
              account of the LTCB Mortgage shall be treated as
              if they were interest payments;

          (v) the LTCB Mortgage shall be assumed as a non-
              recourse obligation of Newco and the Debtors'
              estate shall have no liability of the LTCB
              Mortgage after such assumption;

         (vi) except as provided in clause (iii), the holders of
              the LTCB Mortgage shall not object to any
              distribution to be made by the Debtors to
              Bondholders in excess of the amount otherwise
              required to be paid to the Bondholders taking into
              effect all applicable underlying documentation
              such that the LTCB Mortgage holder would be
              entitled to $9,000,000 provided that such payment
              to Bondholders shall not prejudice in any manner
              the Purchaser's absolute right to the $9,000,000
              escrow to the extent of any deficiency under the
              LTCB Mortgage and after taking into account all
              underlying documentation; and

        (vii) to the extent that dividends paid to Bondholders
              under the Debtors' Plan are not sufficient to
              create a $9,000,000 Deficiency Escrow, then the
              LTCB Mortgage shall be treated as a recourse
              obligation of Newco to the extent of the
              difference between $9,000,000 and the actual
              amount of the Deficiency Escrow.

Ms. Dunning informs the Court that the three principal members
of the Purchaser have connections with various parties-in-
interest:

    * Kimco and Schottenstein, through K&S Mortgage Investors
      LLC, own a majority of the LTCB Mortgage;

    * Kimco is also a landlord for several of the Debtors'
      properties;

    * SB Capital is a member of the joint venture currently
      authorized by the Court to liquidate the Debtors' stores
      as part of its going-out-of-business sales; and

    * Simon Property is a landlord for several of the Debtors'
      properties and is a member of the Creditors' Committee in
      these cases.

Ms. Dunning assures the Court that Kimco has the skill,
experience and financial resources necessary to consummate
large-scale commercial real estate projects especially in the
development and management of large parcel of real estate. In
fact, Ms. Dunning adds, Kimco and Simon are among the largest
owners of real estate in the United States with "virtually
unmatched expertise" in real estate development business.

               CBL and Glimcher's Objection

CBL & Associates Management, Inc. and Glimcher Properties
Limited Partnership tell the Court that Kimco is one of their
direct competitors.

Nancy Wood Stabell, Esq., at Frost Brown Todd, LLC in Nashville,
Tennessee, asserts that certain information relating to CBL and
Glimcher's properties are proprietary and confidential
information.  The information may include terms of leases and
other agreements with tenants.  Ms. Stabell fears that with the
transaction with Kimco, information may be shared, giving the
competitors an unfair competitive advantage.

Thus, CBL and Glimcher request the Court to deny the motion.
(Service Merchandise Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SLEEP INVESTOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Sleep Investor LLC
             2001 Lower Road
             Linden NJ 07036-6520

Bankruptcy Case No.: 02-10684

Debtor affiliates filing separate chapter 11 petitions:

Entity                                 Case No.      Date Filed
------                                 --------      ----------
Sleepmaster Finance Corporation        01-11341       11-16-01
Sleepmaster, LLC                       01-11342       11-20-01
Sleepmaster Holdings, LLC              01-11343       11-16-01
Adam Wuest Corporation                 01-11344       11-16-01
Lower Road Associates, LLC             01-11345       11-16-01
Crescent Sleep Products Company        01-11346       11-16-01
Simon Mattress Manufacturing Co.       01-11347       11-16-01
Palm Beach Bedding Company             01-11348       11-16-01
Herr Manufacturing Company             01-11349       11-16-01

Chapter 11 Petition Date: March 6, 2002

Court: District of Delaware

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones P.C.
                  919 North Market Street, 10th Floor
                  PO Box 6705
                  Wilmington, DE 19899-6706
                  Phone: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Charles Schweitzer          Note                    $2,220,580
5912 Vintage Oaks Circle
Delray Beach, FL 33484
(561) 496-1552

James P. Koscica            Note                    $1,181,457
14 Allaire Avenue
Middletown, NJ 07748
(732) 706-9097

Timothy DuPont              Note                    $1,140,799
Eight Stratford Drive
Colonia, NJ 07067
(732) 574-0808

Michael Reilly              Note                    $1,140,799
Two Arlington Place
Fair Lawn, NJ 07410
(201) 796-516

Holding Capital Management  Note                      $997,436
Corp.
c/o James W. Donaghy
Steven Ridgewood Drive
Bridgewater, CT 06752

Douglas A. Brown            Note                      $896,766
One Dogwood Lane
Tenafly, NJ 07670
(212) 398-6204 x 304
(212) 398-1808 fax

Panorama Holdings, LLC      Note                      $362,981
c/o Peter Gennet
1250 Patrick Road
Napa, CA 94558
(707) 259-1246
(707) 254-9974 fax

ZS Employees Retirement     Note                      $273,507
Trust
Fbo Douglas A. Brown
One Dogwood Lane
Tenafly, NJ 07670
(212) 398-6204 x 304
(212) 398-1808 fax

Allen Investments II, LLC   Note                      $273,507
c/o Harold M. Wit
711 Fifth Avenue
New York, NY 10022

John S. Coates              Note                      $207,418

Robert W. Plaster           Note                      $207,418

Donald S. Brown             Note                      $115,563

Harold M. Wit               Note                      $115,910

Jessand Corp Profit         Note                      $103,709
Sharing Plan & Trust

Arnold Gussoff              Note                      $103,709

Tri-Lev LLC                 Note                      $103,709

Kaplan, Choate Special      Note                      $103,709
Situations LP
Brandywine Trust Company

Bennett Rosenthal           Note                      $103,709

Dhiren Shah                 Note                      $103,709

WKM Partners                Note                      $103,709


SYSTEMONE: Lenders Agree To Forbear Loans Until September 30
------------------------------------------------------------
On February 27, 2002, SystemOne Technologies Inc. entered into a
Third Amendment to Loan Agreement between the Company, Hanseatic
Americas LDC, Environmental Opportunities Fund II, L.P. and
Environmental Opportunities Fund II (Institutional), L.P.
(collectively, the "Lenders"), extending the maturity date of
the Loans provided thereby until September 30, 2002 and
providing that the Company will not have to issue Additional
Warrants to the Lenders until the Company (i) sells securities
or incurs debt with gross cash proceeds to the Company in an
amount equal to or greater than the outstanding principal amount
under the Loans, or (ii) enters into a merger, consolidation or
sale of all or substantially all of its assets.

In connection with the Amendment, on February 27, 2002,
SystemOne, the Lenders, Environmental Opportunities Fund, L.P.
and Environmental Opportunities Fund (Cayman), L.P.
(collectively with the Lenders, the "INVESTORS") entered into a
Letter Agreement, suspending SystemOne's registration
obligations for shares of common stock issuable upon conversion
of the shares of Series B, C and D Preferred Stock which
SystemOne issued to the Investors, until it receives a notice
from Investors holding shares with a then current market value
of at least $1,000,000 requesting that SystemOne register the
shares.


TELIGENT: Plan Filing & Lease Decision Periods Run Until May 15
---------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York approves
the motion of Teligent, Inc. and its debtor-affiliates to extend
their exclusive periods to file a plan and solicit acceptances
of that plan. The Debtors have until May 15, 2002 to file a plan
of reorganization and until July 15, 2002 to solicit acceptances
of that plan.

In the same Order, the Court rules that the time period within
which the Debtors are required to assume or reject the Unexpired
Leases is enlarged to run through May 15, 2002.

The Debtors now operate a smaller focused enterprise that is
dedicated to providing wholesale communications services to
approximately 4000 customers in 74 markets throughout the United
States. The Debtors still have the support of their Prepetition
Lenders regarding the continuing funding of their wholesale
operations. The Debtors firmly believe that this business can be
sold, or even reorganized.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001. James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq. and Lena Mandel, Esq.
at Kirkland & Ellis represent the Debtors in their restructuring
effort. When the Company filed for protection from its
creditors, it listed $1,209,476,000 in assets and $1,649,403,000
debts.


TEMBEC INC: S&P Rates Proposed $275 Million Notes At BB+
--------------------------------------------------------
Standard & Poor's assigned a BB+ rating to Tembec Inc.'s
proposed US$275.0 million senior unsecured notes. The rating
reflects its competitive cost structure within the cyclical,
commodity-oriented forest products industry; its aggressive, yet
measured, growth strategy; and its good revenue diversity. These
strengths are offset by Tembec's currently high debt levels.

During the third quarter of 2001, Tembec acquired the St.
Francisville coated paper mill from Crown Paper Co. for US$184.0
million, which was financed with US$140.0 million in debt and
US$44.0 million in equity. The transaction slightly improved
Tembec's business profile by enhancing its revenue base and
geographic diversity, although this is somewhat offset by the
risks of entering a new business in a new geographic area.
Nevertheless, Tembec has historically demonstrated an ability to
manage acquisitions very well.

Tembec's diversified revenue base somewhat mitigates the
cyclical effects of prices on profitability. A combination of
cost-cutting initiatives and improved productivity has led to a
material improvement in the company's profitability, as
illustrated by healthy operating margins during the past several
years. Nevertheless, performance will continue to fluctuate
because of exposure to pulp, the most price-sensitive forest
product.

In the past several years, Tembec has grown aggressively through
acquisitions, which maintained the company's high debt levels.
The company has shown that it is not averse to leveraging more
than 50.0%, which is high in this cyclical industry, to complete
a transaction. Both acquisitions and capital expenditures are,
however, subject to strict financial criteria, which ensures
they quickly generate a satisfactory return on capital.

Financial performance is expected to be weak in the near term,
as very poor market conditions for pulp and lumber exacerbate
the effect of high debt levels. For the first quarter ended Dec.
31, 2001, the company's operating margin was 8.8% while funds
from operations to total debt was 9.1%. Total debt to
capitalization was 59.0% at Dec. 31, 2001, and significant debt
reduction in 2002 is unlikely due to limited free cash
generation. Nevertheless, weaker near-term performance is offset
by strong financial flexibility, with cash balances and bank
lines in excess of C$400 million.

                         Outlook

Despite poor market conditions in Tembec's core products, the
company has the financial flexibility to weather the current
downturn and should generate good free cash flow as conditions
improve. Tembec will remain acquisitive in the medium term, but
meaningful acquisitions are expected to be financed in a
balanced manner.


TIME WARNER: S&P Changes Outlook to Negative & Affirms B+ Rating
----------------------------------------------------------------
Standard and Poor's revised the outlook on competitive local
exchange carrier (CLEC) Time Warner Telecom Inc. (TWT) to
negative from stable. S&P also affirmed the company's B+ credit
rating. Total debt outstanding for Littleton, Colo.-based TWT
was $1.1 billion at December 31, 2001.

The outlook revision was based on the company's increased
business risk resulting from the impact the weakening domestic
economy has had on its business base. Many of TWT's carrier
customers have reduced their purchases as they have groomed and
resized their networks to control spending in the face of
weakening demand for telecom services. Moreover, certain
carriers and large enterprise customers have either filed for
bankruptcy or experienced other financial difficulties, causing
them to disconnect from TWT's network. Because of these factors,
prospects over the next few years are somewhat uncertain,
despite the company's ability to generate a relatively healthy
level of growth in revenues and operating cash flows in 2001.

TWT is a facilities-based CLEC focused on serving enterprise
customers in midsize to large markets throughout the U.S. and
currently serves 44 markets. As a result of its aggressive
selling efforts and ongoing conservative management of its cost
structure, the company has been able to generate operating cash
flow margins exceeding 20% over the past few years. TWT is
publicly traded, but AOL Time Warner Inc. is a majority owner,
though no financial support is attributable to TWT from this
relationship. However, TWT has gained operating efficiencies
from its affiliation with AOL Time Warner, because its network
is partially derived from fiber facilities jointly built or
otherwise shared with AOL Time Warner's Time Warner Cable unit.
Moreover, TWT is less leveraged relative to many other operating
CLECs, in part due to significant capital contributions from the
original partners (AOL Time Warner Inc., Advance/Newhouse
Partnership, and AT&T Corp./Media One).

TWT's acquisition of bankrupt CLEC GST Telecommunications Inc.
in early 2001 benefited its overall business profile by
increasing its geographic base of local fiber network facilities
in the western U.S. However, this acquisition also resulted in
some weakening in the company's credit measures, due to the
partial debt funding of the purchase price, capital requirements
associated with completing network builds in these markets, and
incremental expenses associated with integration efforts. As a
result, total debt to EBITDA was 6.0 times for 2001, versus 4.4x
for 2000. While TWT has demonstrated its ability to grow its
operating cash flows from increased sales of new and existing
communications products over the past few years, improvement
prospects for the company's financial metrics will be tempered
by an expected slowdown in purchasing by both its carrier and
enterprise customers.

                         Outlook

The company's credit profile will be weak for the rating over
the next year due to the pressures of the economic slowdown.
Ratings could be lowered if TWT is not able to improve financial
measures in 2003.


UNIFAB INT'L: Restructures Senior Secured Credit Facility
---------------------------------------------------------
UNIFAB International, Inc. (NASDAQ:UFAB) announced the
restructuring of its senior secured credit facility with its
lender group that consists of Bank One, Whitney National Bank,
Iberia Bank and Regions Bank. The restructured agreement was
negotiated in the form of a Waiver and Amendment to the
Company's Credit Agreement and provides for, among other things:
an extension of the maturity date of the loan to January 31,
2003, a waiver of all pre-existing covenant defaults, a
reduction in the loan's interest rate from 10.25% to 3% above
the prime rate (currently 4.75%). As a result of the
restructuring, the Company will be required to make significant
reductions in the outstanding principal amount of the loan
during 2002.

UNIFAB International, Inc. is an industry leader in the custom
fabrication of topside facilities, decks, jackets, equipment
modules and other structures used in the development and
production of oil and gas reserves. In addition, the Company
designs and manufactures specialized process systems,
refurbishes and retrofits existing jackets and decks, provides
design, repair, refurbishment and conversion services for oil
and gas drilling rigs and performs offshore piping hook-up and
platform maintenance services.


VECTOUR: Selling Assets to Non-Debtor Affiliate For $3.25 Mil.
--------------------------------------------------------------
VecTour Inc. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Delaware to approve the sale of
substantially all assets of Golden Touch Transportation, Inc.
free and clear of liens, encumbrances, and interests to Golden
Touch Transportation of NY, Inc. for approximately $3.25
million.

The Seller, Golden Touch Transportation, Inc., operates a ground
transportation service company in metropolitan New York, New
Jersey and Connecticut, principally originating from and going
to John F. Kennedy International Airport, LaGuardia Airport and
Newark International Airport.  The Debtor is willing to sell
substantially all the assets and business operations of the
seller for approximately $3.25 million cash, subject to a
working capital adjustment at closing, and assumption of certain
obligations, including cure costs associated with assumed
executory contracts.

On February 19, 2002, the Debtor entered an Asset Purchase
Agreement with Golden Touch Transportation of NY, Inc. providing
the sale of the Company's:

     a) Vehicles, including buses;

     b) Inventory, permits, licenses, and other personal
        property;

     c) Leases and executory contracts;

     d) Miscellaneous assets, including telephone and fax
        numbers, e-mail addresses, and books and records,
        customer lists, trademarks, trade names, service marks,
        prepaid expenses and deposits;

     e) Accounts receivable, except for intercompany
        receivables;

The principal purchase price to be paid by Purchaser for the
Assets is $3.25 million, including a deposit of $500,000. Other
important elements of the transaction are:

     a) The purchase price shall be increased or decreased
        based on working capital at closing.

     b) Purchaser will assume and pay certain liabilities
        arising after the earlier of closing or the date the
        Debtors enter into a management agreement with
        Purchaser to operate the Business following the entry
        of an order by the court's approving the sale
        contemplated by the Asset Purchase Agreement and the
        closing date.

The Agreement also stipulates that the Purchaser is entitled to
a $50,000 break-up fee if a competing bidder tops its offer.  In
order to qualify, any competing bid must exceed Purchaser's
price by at least $112,000.

The Debtors assert that there is more than adequate business
justification supporting the sale of the Purchased Assets before
filing a plan.  The administrative costs associated with
continuing the business operations even on a short-term basis
create a considerable burden on Seller and its Debtor
affiliates.  The Debtor is convinced that selling these assets
as a going concern will most likely yield the best price.

VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001. David B. Stratton, Esq. and David M. Fournier,
Esq. at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.


VECTOUR INC.: Employs Ernst & Young LLP as Accountants
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the engagement of Ernst & Young LLP as the Debtors' accountants.
Ernst & Young will provide audit and tax preparation, consulting
and advisory services as appropriate, which may include:

A. Tax

     (1) Preparation and filing of the federal, state and local
         tax filings, including:

         (a) Form 1120 Consolidated Federal Tax Return for
             VecTour Inc. and its affiliates;
         (b) Quarterly Estimated Tax Calculations and
             Extensions; and
         (c) State Income Tax Returns

     (2) Tax consulting, wherein Ernst & Young will make its
         personnel available for tax questions and advice
         individually not to exceed 10 hours of time per
         question. For any project requested by the Debtors that
         Ernst & Young anticipates will require more than 10
         hours, Ernst & Young will provide the Debtors with an
         estimate of fees and expenses, which amounts must be
         approved by the Bankruptcy Court before payment.
         Examples of services which may exceed the ten-hour
         limit are:

        (a) responding to federal, state or local income or
            franchise tax notices;
        (b) assistance with federal or state tax audits;
        (c) assistance with the Debtors' income tax provision;
            and
        (d) analyzing gains/losses on disposals of vehicles.

B. Audit

     Auditing and reporting on the financial statements of
     Debtors for the years ended June 30, 2001 and 2000.

The Debtors and Ernst & Young have agreed to a fixed fee of
$120,000.00 for the preparation, review and filing of the
Debtors' federal, state and local tax returns and related
filings.

Ernst & Young agreed that they shall be compensated based upon
their customary hourly rates, subject to periodic adjustments.
The rates charged by Ernst & Young's personnel anticipated to be
assigned to this case are:

     A. Tax Services:

        Partners and Principals    $570-640
        Senior Managers            $540-550
        Managers                   $460-530
        Seniors                    $350-415
        Staff                      $195-265

     B. Auditing Services:

        Partners and Principals    $495-589
        Senior Managers            $420-498
        Managers                   $306-388
        Seniors                    $220-294
        Staff                      $146-183

VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001. David B. Stratton, Esq. and David M. Fournier,
Esq. at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.


VELOCITY EXPRESS: Special Stockholders' Meeting Set For March 20
----------------------------------------------------------------
A special meeting of the stockholders of Velocity Express
Corporation, a Delaware corporation formerly known as United
Shipping & Technology, Inc. will held in the Aspen Room at the
Ramada Inn Airport, 2500 East 79th Street, Bloomington,
Minnesota, on Wednesday, March 20, 2002, at 3:00 p.m. local
time.

At the special meeting, shareholders will be asked to consider
and approve amendments to the Company's Certificate of
Incorporation to:

     - effect a reverse stock split of the Company's outstanding
common stock, whereby the Company will issue one new share of
common stock in exchange for between two and five shares of the
outstanding common stock;

     - eliminate the features of the Company's preferred stock
providing for cash redemption of the preferred stock at a
specified date and redemption at the election of the holder upon
a change of control of the Company, and give to holders of the
preferred stock approval rights with respect to changes of
control of the Company;

     - reflect reductions to the conversion prices of the
Company's Series B, Series C and Series D Preferred Stock
required as a result of prior dilutive events; and

     - further reduce the conversion prices of the Company's
Series B and Series C Preferred Stock.

Please note that the Company has moved its executive offices to
Four Paramount Plaza, 7803 Glenroy Road, Suite 200, Bloomington,
Minnesota 55439. The new phone number is (612) 492-2400.


VOICEFLASH: Seeks Review Of Nasdaq Delisting Determination
----------------------------------------------------------
VoiceFlash Networks, Inc. (Nasdaq:VFNX) received a Nasdaq Staff
Determination on February 27, 2002, indicating that VoiceFlash
Networks, Inc. failed to comply with the minimum net tangible
assets or minimum stockholders' equity requirements for
continued listing, set forth in Marketplace Rule 4310c(2)(B) and
that its common stock is therefore subject to delisting from The
Nasdaq Small Cap Market.

VoiceFlash has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing. The stock will continue to be listed on
The Nasdaq Small Cap Market pending the panel's decision.

Marketplace Rule 4310(c)(2)(B) states that "For continued
inclusion, the issuer shall maintain: (i) stockholders' equity
of $2.5 million; (ii) market capitalization of $35 million; or
(iii) net income of $500,000 in the most recently completed
fiscal year or two of the last three most recently completed
fiscal years.

In addition, VoiceFlash has been advised that it has not yet
paid listing fees for additional shares and annual fees to
Nasdaq in the amount of $38,250 in accordance with Marketplace
Rule (c)(13).

"We are working with Nasdaq to fully comply with listing
requirements, "said Robert J. Kaufman, VoiceFlash's Chief
Executive Officer. "Management intends to pursue and implement a
plan to meet requirements in the near future. Management
believes that operations have significantly improved during the
past quarter and the Company believes this trend will continue
in the future. We will continue with initiatives to further grow
the company an ultimately fulfill the criteria."


W.R. GRACE: Fresenius Books $172MM Charge For Grace Litigation
--------------------------------------------------------------
Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3 -
NYSE: FMS, FMS_p), the world's largest provider of dialysis
products and services, will accrue a special $172 million pre-
tax charge in the fourth quarter of 2001 ($118 million after
tax) to address potential liabilities and legal expenses arising
in connection with the W. R. Grace & Co. Chapter 11 proceedings.

Fresenius says it has assessed the extent of potential
liabilities it may be exposed to as a result of the W.R. Grace
Chapter 11 proceedings, in particular pre-merger tax liabilities
of W.R. Grace. Fresenius Medical Care will accrue $172 million
pre-tax to provide for such potential liabilities and the costs
of defending the Company in litigation arising out of W.R.
Grace's Chapter 11 filing.

Fresenius adds that it will continue to vigorously seek existing
indemnification against these pre-merger liabilities from W.R.
Grace and from Sealed Air Corporation, formerly known as Grace
Holding, Inc.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care,
commented, "We are pleased with these significant steps to
provide for and resolve the remaining legal matters dating back
to our 1996 National Medical Care transaction and we believe
that this puts those matters financially behind us. * * * We
have worked hard since Grace filed for Chapter 11 in 2001 to
assess the potential impact of that filing on the Company and to
encourage Grace and its affiliates to honor the obligations they
undertook to us in 1996. At the same time, we have carefully
assessed the potential liabilities arising from that filing and
the costs to enforce our legal rights. We continue to enforce
vigorously our indemnification from W.R. Grace and Sealed Air
Corporation and assert our rights under the law. With these
steps to provide for resolution of the 1996 merger-related
issues, we will continue our focus on operational excellence,
strong financial performance and the transformation of Fresenius
Medical Care from the largest worldwide provider of dialysis
products and services to the leading renal therapy company."

Fresenius Medical Care AG is to announce fourth quarter and full
year 2001 results on March 5, 2002. Fresenius expects to achieve
earnings after tax, excluding all special charges, to be in the
range of $240-245 million for the fiscal year 2001.

Fresenius Medical Care AG is the world's largest, integrated
provider of products and services for individuals with chronic
kidney failure, a condition that affects more than 1,000,000
individuals worldwide. Through its network of more than 1,375
dialysis clinics in North America, Europe, Latin America and
Asia-Pacific, Fresenius Medical Care provides dialysis treatment
to approximately 103,850 patients around the globe. Fresenius
Medical Care is also the world's leading provider of dialysis
products such as hemodialysis machines, dialyzers and related
disposable products.

For more information about Fresenius Medical Care, visit the
Company's website at http://www.fmc-ag.com(W.R. Grace
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WESTAFF INC.: Negotiating With Lenders To Amend Debt Covenants
--------------------------------------------------------------
Westaff, Inc. (Nasdaq:WSTF), a leading provider of temporary
office and light industrial staff, reported financial results
for the first quarter, which ended January 26, 2002.

Sales of services and license fees for the first quarter
decreased from $137.1 million in the fiscal 2001 quarter to
$107.0 million in fiscal 2002, a decline of 21.9%. The decline
primarily reflects the impact of the current economic recession.

Westaff also had an operating loss of $4.3 million for the first
quarter of fiscal 2002 as compared to operating income of $1.7
million for the fiscal 2001 quarter.

The fiscal 2002 operating loss includes restructuring charges of
$1.9 million associated with the abandonment of certain
management information systems, which were under development, as
well as severance, lease termination and other costs related to
the Company's announced layoffs and office closures.

Westaff's management currently estimates that the restructuring
will reduce operating expenses by approximately $4.5 million on
an annualized basis.

"In the second quarter, we are continuing a program of cost
containment," said Dwight S. Pedersen, Westaff's President and
Chief Executive Officer. "We are reevaluating the profitability
of our branches, and we will make additional branch closures
where warranted. We are also initiating a multi-faceted program
to increase sales and to improve the productivity of our sales
force. We believe that we will begin to see the benefits from
all of this in the third quarter."

Westaff remains out of compliance with certain of its senior
secured note financial covenants and revolving credit agreement
covenants. The Company's management is continuing to work with
its bank group and senior note holders to amend and restructure
its credit facility, reset financial covenants or obtain
covenant waivers as needed. The Company's management is also
working with its worker's compensation insurance carrier and its
surety bond holder on financing issues. Westaff's Board of
Directors has authorized management to hire an investment
advisor to evaluate the Company's financial and strategic
alternatives.

Westaff provides staffing services and employment opportunities
for businesses in global markets. Westaff annually employs
approximately 175,000 people and services more than 20,000
clients from more than 330 offices located throughout the U.S.,
the United Kingdom, Australia, New Zealand, Norway and Denmark.
Westaff achieved fiscal 2001 system revenues of more than $580
million. For more information, please visit our website at
http://www.westaff.com.


WILLIAMS COMMS: Agrees With Bank Group To Defer Debt Payments
-------------------------------------------------------------
Williams Communications (NYSE: WCG), a leading provider of
broadband services for bandwidth-centric customers, announced it
has reached an agreement with one of its larger creditors,
Williams (NYSE: WMB).  Williams has confirmed its obligation to
make certain payments with respect to the 8.25 % Senior Notes
due in 2004, and, to the extent those payments are made by
Williams, certain interest payments will be forgiven and other
payments due from Williams Communications to the WCG Note Trust
will be deferred until March 2004.  Williams has also agreed to
defer, until September 15, 2002, certain payments due to it from
Williams Communications.  As part of the agreement, Williams
Communications has agreed to give its consent in Williams'
restructuring of notes issued by the WCG Note Trust.

Williams Communications also announced that it has agreed with
its bank group to a formal extension of discussions toward the
development of a balance sheet restructuring plan.  The
agreement to extend discussions until March 27 is based upon the
expanded restructuring alternatives the company announced last
week.

The company, along with its bank group, has been pursuing a
comprehensive resolution to restructure its balance sheet.
Current discussions have been expanded to include multiple
restructuring options, including the potential benefits of a
negotiated Chapter 11 reorganization process, which would
support uninterrupted continuation of the business and minimize
any impact to customer and vendor relationships, but could
result in substantial dilution to the common shareholder.  The
company may decide to pursue that alternative if it believes it
will allow for a more orderly process that maximizes enterprise
value.

"As we have previously indicated, Williams Communications
continues to have productive dialogue with its banks, and we
expect that this dialogue will enable us to meet the current
challenges of the telecommunications marketplace and,
ultimately, to thrive," said Scott Schubert, Chief Financial
Officer for Williams Communications.

        About Williams Communications Group, Inc.

Based in Tulsa, Okla., Williams Communications Group, Inc., is a
leading broadband network services provider focused on the needs
of bandwidth-centric customers.  Williams Communications
operates the largest, most efficient, next-generation network in
North America.  Connecting 125 U.S. cities and reaching five
continents, Williams Communications provides customers with
unparalleled local-to-global connectivity.  By leveraging its
infrastructure, best-in-breed technology, connectivity and
network and broadband media expertise, Williams Communications
supports the bandwidth demands of leading communications
companies around the globe.  For more information, visit
www.williamscommunications.com .


WINSTAR COMMS: Perot Systems Presses For Decision On Lease
----------------------------------------------------------
Perot Systems Corporation requests that the Court direct Winstar
Communications, Inc. to assume or reject a Master Services
Agreement, dated March 11, 1996, and all Work Orders thereunder,
without further delay.  Perot also asks the Court to compel
Winstar to comply with the terms of the postpetition Stipulation
agreed to on July 19, 2001, and pay amounts due for postpetition
services provided under the Agreement.  In the alternative,
Perot wants to terminate the Agreement.

Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP in
Wilmington, Delaware, relates that on March 11, 1996, Winstar
and Perot Systems entered into a Master Services Agreement.  The
MSA sets forth the terms and conditions for future services
Perot Systems would perform for Winstar.  Under the MSA, when
Winstar required services from Perot Systems, the parties would
negotiate a work order detailing the scope of work, schedule and
price. Ultimately, 30 work orders were issued under the MSA. At
all times, up to and including the present, Perot Systems has
performed its obligations under the Agreement.

On the Petition Date, Mr. Macauley states that the Debtor owed
outstanding invoices totaling $2,074,696.77 for billing and
other services provided under the Agreement. On April 30, 2001,
Perot Systems filed a Motion for Relief from Stay, alleging that
Perot Systems was entitled to setoff and/or recoup the balance
of a prepayment of $1,507,076.46 against amounts Winstar owed
Perot Systems for other prepetition services under the
Agreement.

According to Mr. Macauley, Perot Systems and Winstar entered a
Stipulation on July 19, 2001, which provided that Perot Systems
had valid rights of recoupment and/or setoff with respect to the
entire Prepayment, and that Perot Systems was relieved from the
automatic stay to the extent necessary to recoup or setoff the
Prepayment against the Prepetition Claims due to Perot Systems
from Winstar under the Agreement. Pursuant to the Stipulation,
Perot Systems agreed to continue to provide services, as
requested by Winstar, under the Agreement pending Winstar's
assumption or rejection of the Agreement, subject to Winstar's
compliance with the terms of the Stipulation, including
Winstar's agreement that it would pay Perot Systems for post-
petition services rendered under the Agreement within thirty
days from Winstar's receipt of the invoice. Following the
Stipulation, on October 11, 2001, Perot Systems filed a Proof of
Claim for $567,620.31 regarding pre-petition amounts owed by
Winstar to Perot Systems under the Agreement.

Mr. Macauley submits that Perot Systems has continued to provide
postpetition services to Winstar following the entry of the
Stipulation to the present. Winstar paid Perot Systems for the
postpetition services rendered from the Petition Date through
August 2001. Winstar has not paid Perot Systems for postpetition
services rendered in September, October, November and a portion
of December, even though Perot Systems has issued invoices for
these services. On November 30, 2001, the Debtor filed a Notice
of Cure Amount with Respect to Possible Assumption and
Assignment of Executory Contract or Unexpired Lease, which
specified the Cure Amount as $400,000. Because $400,000 was far
less than the amount owed to Perot Systems by Winstar under the
Agreement, Mr. Macauley informs the Court that Perot Systems
filed an Objection to the Notice of Cure Amount on December 6,
2001 because:

A. the Cure Amount did not include Perot Systems' Proof of Claim
       for $567,620.31;

B. Winstar owed an estimated $837,550.22, later determined to be
       $847,670.73, to Perot Systems for postpetition services
       provided from September to November 2001, $567,550.22 of
       which was past due under the terms of the Stipulation
       because it had been invoiced and not paid within thirty
       days.

C. the Cure Amount failed to account for fees for December
       services, which totaled $275,196.40.

Notwithstanding Winstar's nonpayment of the foregoing
obligations, Mr. Macauley notes that Perot Systems has, to date,
continued to perform billing and other services under the
Agreement. Upon information and belief, bills issued by Perot
Systems account for approximately $30 million of Winstar's
monthly revenue, and therefore Perot Systems' services are
crucial to its operations. Over the course of the last nine
months, Winstar has enjoyed the use of Perot Systems' billing
and other professional services without making full payments to
Perot Systems.

On December 18, 2001, Mr. Macauley estimates that Winstar owed
Perot Systems $984,366.12 for services provided under the
Agreement and of this amount, $307,883.22 was more than past due
per the terms of Stipulation, thus in violation of the
Stipulation, which required that Winstar pay Perot Systems for
postpetition services within thirty days of Winstar's receipt of
an invoice as a condition of Perot Systems' continued provision
of billing and other services.

Perot Systems estimates that it will provide services to IDT
totaling $432,000 in January 2002, comprising of $260,000 in
billing services, $150,000 in maintenance for the CUBES billing
system, and $22,000 for professional services. On December 31,
2001, Winstar owed Perot Systems $999,867.13 for services
provided under the Agreement, of which, $586,790.22 was past due
per the terms of the Stipulation. Accordingly, Winstar is not in
compliance with the Court-approved Stipulation, under which
Winstar was required to pay Perot Systems for postpetition
services within thirty days of Winstar's receipt of an invoice
as a condition of Perot Systems' continued provision of billing
and other services. (Winstar Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDTEX INC.: Emerges From Chapter 11 Bankruptcy
-------------------------------------------------
Worldtex, Inc. (OTC Bulletin Board: WTXI) announced that its
Chapter 11 Plan of Reorganization became effective Wednesday,
March 6, and that it had successfully emerged from
reorganization proceedings.

Under the Plan of Reorganization, all outstanding principal and
all accrued and unpaid interest on the Company's 9-5/8% Senior
Notes (approximately $185,000,000) was canceled, in exchange for
(i) 98% of newly issued common stock in the Company, subject to
dilution from employee options and warrants to existing
stockholders and (ii) a new 12% preferred stock, in the
aggregate face amount of $30 million.  In addition, all existing
common stock of Worldtex was canceled in exchange for (i) 2% of
the new common stock, subject to dilution from employee options
and warrants and (ii) warrants for 10% of the new common stock,
exercisable at a price at which the holders of the 9-5/8% Senior
Notes will have received a 100% recovery on the principal amount
of the Senior Notes.  No fractional shares or warrants will be
distributed, nor will any payment be made in lieu thereof. As a
result of the restructuring transaction, GSC Partners, a private
equity firm that manages over $5.0 billion in investment
capital, will hold a controlling interest in Worldtex's equity.

To fund the restructuring transaction Worldtex has obtained a
$38 million senior secured credit facility led by AmSouth
Capital Corp. as administrative agent.  The credit facility will
be used to refinance the Company's debtor-in- possession
financing agreement and industrial revenue bonds and to fund
future working capital needs.

Barry D. Setzer, Worldtex's Chief Executive Officer, said, "We
are extremely pleased with the outcome of this restructuring
transaction, which has significantly reduced the Company's debt
and aligned Worldtex with the experienced equity sponsorship of
GSC Partners.  We have especially appreciated the continued
support, loyalty and dedication of our customers, employees and
creditors under the challenging operating circumstances of the
last several quarters.  Worldtex looks forward to building on
its history as a leading global manufacturer of covered elastic
yarn and narrow elastic fabrics."

Thomas V. Inglesby, a Managing Director of GSC Partners, the new
controlling shareholder of Worldtex said, "The reorganization of
Worldtex is quite unique compared to other recent textile
restructurings, given the complete equitization of the Senior
Notes under the Plan of Reorganization and the participation of
a committed equity sponsor.  We expect to work closely with
Worldtex's seasoned management team to enhance the Company's
competitive position."

Worldtex is a market leader in the covered elastic yarn and
narrow elastic fabric markets throughout the Americas and
Europe.  Worldtex supplies a broad range of component products
to the apparel, textile, home furnishings and specialty end-use
markets.


BOOK REVIEW: Bankrutpcy Crimes
------------------------------
Author:  Stephanie Wickouski
Publisher:  Beard Books
Softcover:  395 Pages
List Price:  $124.95
Review by Gail Owens Hoelscher

Did you know that you could be executed for non-payment of debt
in England in the 1700s?  Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604?  While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
crimes to a U.S. attorney. The decision to prosecute is based on
the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.

Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.

Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries.  She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code. She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the Washington, D.C. firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.  Her practice is
concentrated in business bankruptcy, insolvency, and commercial
litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore

                           *********

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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.

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

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

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

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

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


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