TCR_Public/020311.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 11, 2002, Vol. 6, No. 49     


ANC RENTAL: Obtains Open-Ended Extension of Lease Decision Time
ALLIED HOLDINGS: Names Dave Rawden to Lead Turnaround Programs
ARMSTRONG HOLDINGS: Court Extends Removal Period Until July 29
BULL RUN CORP: Credit Facility Maturity Extended Until March 29
CARIBBEAN PETROLEUM: Panel Retains Pachulski Stang as Counsel

CEDARA SOFTWARE: SNS Unit Completes Sale of Assets for CDN$2.7MM
CHIQUITA BRANDS: Court Confirms Chapter 11 Reorganization Plan
CLARION TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
COLONIAL COMM'L: Fails to Satisfy Nasdaq Listing Requirements
CROWN RESOURCES: Files for Chapter 11 Reorganization in Colorado

CROWN RESOURCES: Case Summary & Largest Unsecured Creditors
ELEC COMMS: Expects to File Form 10-K with SEC by March 15, 2002
ESTATION NETWORK: Kim Oishi Resigns as Board Chairman and CEO
EDISON INTERNATIONAL: Closes $1.6BB Syndicated Credit Facility
ELECTRIC LIGHTWAVE: Violates Nasdaq Continued Listing Standards

ENRON CORP: Court Appoints Examiner for North America Subsidiary
FEDERAL-MOGUL: Court Appoints Prof. Francis McGovern as Mediator
FINANCIAL ASSET: Fitch Junks 1997-NAMC Class B Certificates
FLAG TELECOM: Taps Credit Suisse & Blackstone as Fin'l Advisors
FLORSHEIM GROUP: Gains Access to $75 Million DIP Credit Facility

FOAMEX LP: S&P Ratchets Corporate Credit Rating Up to 'B+'
FRESH AMERICA: Currently Working on Credit Facility Refinancing
GLOBAL CROSSING: Court Approves Stipulation with JP Morgan
GLOBAL CROSSING: Will Downsize Operations & Cut Costs by $600MM
GLOBIX CORP: Seeks Okay to Engage Innisfree as Noticing Agent

GLOBIX CORP: Court Sets Plan Confirmation Hearing for April 8
GRANITE BROADCASTING: S&P Junks Rating over Possible Nonpayment
GREATE BAY: Court Okays Sale of Advanced Casino to Bally Gaming
HAYES LEMMERZ: Wants to Assume Management Severance Agreements
HOULIHAN'S: Seeks Open-Ended Lease Decision Period

IBS INTERACTIVE: Continues to Incur Neg. Operating Cash Flows
ICH CORP: U.S. Trustee Appoints Official Creditors' Committee
IMPERIAL METALS: Creditors & Shareholders Accept CCAA Plan  
INTEGRATED HEALTH: Selling "Kansas City at North Oak" to TI-1221
JOY GLOBAL: S&P Assigns B+ Rating to $200MM Senior Sub. Notes

KAISER ALUMINUM: Look for Schedules & Statements in Mid-June
KMART CORP: Wayerhaeuser Demands Prompt Decision on Contracts
KMART CORPORATION: Intends to Close 284 Underperforming Stores
LTV: DEP Asks Steel Unit to Remediate 7 Sites in Southwest PA
LOEWS CINEPLEX: Secures Open-Ended Lease Decision Period

MDC HOLDINGS: S&P Ratchets Corporate Credit Rating Up a Notch
MESA AIR GROUP: Sets Annual Shareholders' Meeting for April 4
MUTUAL RISK: Looks to Greenhill for Help in Fin'l Restructuring
NATIONAL STEEL: S&P Drops Ratings to D After Chapter 11 Filing
NATIONAL STEEL: Secures Interim Approval of $230MM DIP Financing

NETIA HOLDINGS: Lays-Out Information Re Debt Restructuring Terms
NEVADA BOB'S: Fails to Meet TSE Continued Listing Requirements
NORAMPAC: S&P Ups Ratings to BB+ over Good Operating Performance
NTELOS INC: Revises Terms & Covenants Under Credit Agreement
ORIUS CORPORATION: Lenders Agree to Forbear Until March 31, 2002

OWENS CORNING: CSFB Reports Resolution of Intercreditor Issues
PNC Mortgage: Fitch Keeps Watch on Low-B Certificates Ratings
PACIFICARE HEALTH: Refinancing Risks Force Fitch's Downgrade
PACIFIC GAS: Resolves Discovery Issues in Grynberg Litigation
PACIFIC GAS: Annual Shareholders' Meeting Set for April 17, 2002

PACIFIC GAS: Files Second Amended Plan and Disclosure Statement
PHASE2MEDIA: SDNY Court Fixes March 19 as Claims Bar Date
PHYCOR INC: US Trustee Appoints Unsecured Creditors Committee
PRUDENTIAL SECURITIES: S&P Rates Series 1998-C1 Class J at BB-
PSINET INC: Seeks to Expand Sidley Austin's Employment

RYLAND GROUP: S&P Raises Ratings as Financial Profile Improves
SAFETY-KLEEN CORP: Has Until April 30 to File Chapter 11 Plan
SCAN-OPTICS INC: Commences Senior Executive Stock Option Plan
STRATUS SERVICES: Running Short of Working Capital Due to Losses

TRISTAR: Inks Pact to Sell Certain Assets to Inter Parfums Unit
US STEEL: Fitch Believes Steel Import Tariffs Beneficial to Firm
VECTOUR: Proposes to Sell Tennessee Assets to LCL for $3MM
VERADO HOLDINGS: Selling Englewood Data Center Assets to ViaWest
W.R. GRACE: Court Extends Removal Period through July 2, 2002

WHEELING-PITTSBURGH: Seeks Sixth Extension of Exclusive Periods
YOUBET.COM INC: Falls Short of Nasdaq Bid Price Requirement

* BOND PRICING: For the week of March 11 - 15, 2002


ANC RENTAL: Obtains Open-Ended Extension of Lease Decision Time
ANC Rental Corporation, and its debtor-affiliates obtained a
Court order granting an extension through confirmation of a plan
or plans of reorganization in the Debtors' chapter 11 cases of
the time within which the Debtors must elect to assume or reject
the Leases. The Debtors additionally request that such extension
of time be without prejudice to the right of any lessor to
obtain an order requiring the Debtors to assume or reject a
particular lease in a shorter time, upon a showing of good
cause. (ANC Rental Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ALLIED HOLDINGS: Names Dave Rawden to Lead Turnaround Programs
Allied Holdings, Inc., (NYSE: AHI) announced that Dave Rawden
joined the Allied Holdings management team as Senior Vice
President of Business Process Engineering reporting directly to
Hugh Sawyer.

Dave joined Allied from Jay Alix & Associates where he was a
Principal in the Turnaround and Crisis Management business unit.  
Dave has been working at Allied since June 2001 as the day-to-
day principle in charge of the Jay Alix & Associates turnaround
engagement at Allied.  He has over eleven years of experience in
successful turnarounds in a wide variety of industries.  His
expertise includes improving profitability, reducing debt,
improving cash flows and restructuring balance sheets.  Dave is
a CPA with a degree in accounting from Michigan State and an MBA
from Northwestern.

Commenting on the announcement, Hugh E. Sawyer, Allied's
President and CEO, said, "We have already worked closely with
Dave and I am highly confident that he will bring significant
value to the Allied Holdings family.  In his new role, Dave will
continue to lead our turnaround initiatives and restructuring
our business processes."

Allied Holdings, Inc. is the parent company of several
subsidiaries engaged in providing logistics, distribution and
transportation services to the automotive industry.  The
services of Allied's subsidiaries span the entire finished
vehicle distribution continuum, and include logistics, car-
hauling, intramodal transport, inspection, accessorization, and
dealer prep. Allied, through its subsidiaries, is the largest
company in North America specializing in the delivery of new and
used vehicles.

For additional information about Allied, please visit our Web
site at http://www.alliedholdings.comor

DebtTraders reports that Allied Holdings Inc.'s 8.625% bonds due
2007 (HAUL07USR1) are trading between 48 and 51. See
for real-time bond pricing.

ARMSTRONG HOLDINGS: Court Extends Removal Period Until July 29
Armstrong Holdings, Inc., and its debtor-affiliates obtained a
third extension of the time period within which the Debtors may
file notices of removal of litigative and administrative matters
which were pending on the Petition Date, through and including
the later of (i) July 29, 2002, or (ii) 30 days after entry of
an order terminating the automatic stay with respect to any
particular action sought to be removed.

DebtTraders reports that Armstrong Holdings Inc.'s 9% bonds due
2004 (ACK04USR1) are trading between 58 and 59.5. See  
real-time bond pricing.

BULL RUN CORP: Credit Facility Maturity Extended Until 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.

Bull Run formerly relied on its Datasouth Computer subsidiary --
which makes heavy-duty dot matrix and thermal printers -- for
nearly all of its sales. Bull Run sold Datasouth in late 2000
and now concentrates on its Host Communications sports and
affinity marketing unit. It provides consulting; event hosting;
member communication and recruitment; publishing; TV, radio, and
Internet program production; and other services to college and
high school sports teams, athletic conferences, and
associations. Clients include the National Collegiate Athletic
Association and the National Federation of State High School
Associations. Chairman Mack Robinson owns 21% of Bull Run.

CARIBBEAN PETROLEUM: Panel Retains Pachulski Stang as Counsel
The Official Committee of Unsecured Creditors in the chapter 11
cases of Caribbean Petroleum wishes to tap the legal expertise
of Pachulski, Stang, Ziehl, Young & Jones P.C. and asks the U.S.
Bankruptcy Court for authority to retain the firm nunc pro tunc
to January 8, 2002.

The Committee points out that Pachulscki Stang has palyed
significant roles in many largest and complex cases involving
reorganization issues.

As Counsel to the Committee, Pachulski Stang is expected to:

    a) provide legal advise with respect to its power and duties
       as the Official Committee;

    b) prepare in behalf of the Committee necessary
       applications, motions, objections, opposition,
       complaints, answers, orders, agreements and other legal

    c) provide legal service with respect to any disclosure  
       statement and plan filed in these cases, and with respect
       to the process for approving or disapproving disclosure
       statements and confirming or denying confirmation of

    d) appearing in Court to present necessary motions,
       objections, applications and pleadings and to otherwise
       protect the interests of the Committee; and

    e) performing all other legal services for the Committee
       which may be  necessary and proper in these cases.

The Committee proposes to compensate Pachulski Stang at its
customary hourly rates plus reimbursement of actual and
necessary expenses incurred by the firm.  The principal
attorneys and paralegals presently designated to represent the
Committee and their current standard hourly rates are:

     Bruce Grohsgal         $395 per hour
     Hamid R. Rafatjoo      $330 per hour
     Marlene S. Chappe      $110 per hour

Caribbean Petroleum L.P. distributes petroleum products and
owns/leases real property on which service stations selling
petroleum products are stored and sold to retail customers. The
Company filed for chapter 11 protection on December 17, 2001.
Michael Lastowski, Esq. and William Kevin Harrington, Esq. at
Duane, Morris & Heckscher LLP represent the Debtors in their
restructuring efforts.

CEDARA SOFTWARE: SNS Unit Completes Sale of Assets for CDN$2.7MM
Cedara Software Corp., (Nasdaq:CDSW/TSE:CDE) announced today
that Surgical Navigation Specialists, Inc., a wholly-owned
subsidiary of Cedara which has been operating under an Order for
protection pursuant to the Companies' Creditors Arrangement Act
from the Ontario Superior Court of Justice since August 2001,
has completed the sale of certain of its intellectual property
assets to a third party for a total purchase price of CDN$2.7
million. The proceeds of the sale will be distributed amongst
the creditors of SNS pursuant to a plan of compromise or

Michael Greenberg, Chairman & Chief Executive Officer of Cedara,
said "The disposition of the principal assets of the SNS
business represents a milestone for Cedara. As the largest
creditor of SNS, Cedara anticipates realizing approximately
Cdn.$2.5 million on the distribution."

Arun Menawat, President and Chief Operating Officer of Cedara,
added, "Cedara can now further build its core business with OEM
customers, including the therapy sector."

Cedara Software Corp., based in the greater Toronto area, is a
leading medical imaging software developer. Cedara serves
leading healthcare solution providers and has long-term
relationships with companies such as Cerner, GE, Hitachi,
Philips, Siemens, and Toshiba. Cedara offers its OEM customers a
rich array of end-to-end imaging solutions. The Cedara
Foundation Technology supports Windows and Unix. This
continuously enhanced imaging software is embedded in 30% of
MRIs sold today. Cedara offers components and applications that
address all modalities and aspects of clinical workflow
including: 3D imaging and advanced post-processing; volumetric
rendering; disease-centric imaging solutions for cardiology; and
streaming DICOM for web-enabled imaging. Cedara's picture
archiving and communications systems (PACS) solutions, Cedara I-
View(TM), Cedara I-Read(TM) and Cedara I-Report(TM) are sold via
systems integrators and distributors around the world. Through
its Dicomit Dicom Information Technologies Inc. subsidiary,
Cedara provides an ultrasound and DICOM connectivity solutions
to OEM customers.

CHIQUITA BRANDS: Court Confirms Chapter 11 Reorganization Plan
Chiquita Brands International, Inc., (NYSE: CQB) announced that
the Honorable J. Vincent Aug, Jr., signed a confirmation order
approving Chiquita's Pre-Arranged Chapter 11 Plan of
Reorganization.  Chiquita expects the Plan to become effective
on March 19 and its new securities to begin trading on March 20.

Chiquita also announced that its wholly owned subsidiary,
Chiquita Brands, Inc., has entered into a multi-year, $130
million amended credit facility, consisting of a $60 million
revolving credit facility and a $70 million term loan. The
amended facility increases the maximum credit by $10 million and
carries a significantly lower interest rate.  Wells Fargo Bank
is the lead arranger and syndication agent of the amended

"[Fri]day's Bankruptcy Court approval of our Chapter 11 Plan is
a major step toward completion of our financial restructuring,"
said Steven G. Warshaw, President and Chief Executive Officer of
Chiquita Brands International.  "Our performance throughout this
14-month process is a testament to the strength and hard work of
our employees worldwide, the power of our brand, and the quality
of our relationships.  Although the process of restructuring is
always difficult, we believe that we have achieved the best
possible balance among the interests of all of the Company's

The Plan of Reorganization involves only the publicly held debt
and equity securities of Chiquita Brands International, Inc.,
which is a holding company without any business operations of
its own.  The Company's other creditors and its assets, strategy
and ongoing operations are unaffected by the Chapter 11 filing.  
The Company's subsidiaries, which are independent legal entities
that generate their own cash flow and have access to their own
credit facilities, have continued to operate normally.

Further information concerning the Plan of Reorganization and
the Chapter 11 process can be found on the Company's Web site at
http://www.chiquita.comor at  

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed

Wells Fargo & Company is a $308 billion diversified financial
services company providing banking, insurance, investments,
mortgage and consumer finance from more than 5,400 stores, a
leading Internet banking site (, and other
distribution channels across North America and elsewhere

DebtTraders reports that Chiquita Brands' 10.250% bonds due 2006
(CQB4) are trading between 84 and 87. See  
real-time bond pricing.

CLARION TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
Clarion Technologies, Inc. (Nasdaq: CLAR) announced that on
December 6, 2001, the Company closed on $3,400,000 of working
capital loans, represented by subordinated secured notes, from
an existing lender, a member of the board of directors, and an
officer of the Company.  The notes include an average 12.375%
per annum deferred cash interest component and warrants to
purchase 17,000,000 shares of common stock at a nominal exercise

The Company received a Nasdaq Staff Determination letter on
February 28, 2002 notifying the Company of a failure to comply
with Nasdaq Marketplace Rules 4350(i)(1)(A) and
4350(i)(1)(D)(i), and that its securities are, therefore,
subject to delisting from The Nasdaq SmallCap Market.  These
rules relate to the issuance of the warrants.  The notification
from the Nasdaq Staff provides an opportunity for Clarion to
respond and propose a resolution to this issue.  Clarion has had
preliminary discussions with the Nasdaq Staff and will be
providing the proposed resolution to the Nasdaq Staff within the
timeline they have requested.

Clarion Technologies, Inc. operates five manufacturing
facilities with a total of approximately 600,000 square feet
located in Michigan, Ohio and South Carolina.  Clarion's
manufacturing operations include approximately 155 injection
molding machines ranging in size from 50 to 5000 tons of
clamping force.  The Company's headquarters are located in Grand
Rapids, Michigan. Further information about Clarion Technologies
can be obtained on the Web at  
or by contacting James Hostetler, Vice President of Investor
Relations, at 847-490-6063.

COLONIAL COMM'L: Fails to Satisfy Nasdaq Listing Requirements
Colonial Commercial Corp. (Nasdaq: "CCOM") announced that it has
received notice from NASDAQ that it does not satisfy the
following minimum requirements for continued listing on the
Nasdaq SmallCap market; the market value of its publicly held
shares of common stock is less than the required $1,000,000, and
the closing bid price of its common stock is less than the
required $1 per share.

The Company has until June 3, 2002 to regain compliance with the
requirement relating to the market value of its publicly held
shares of common stock, and it has until August 13, 2002 to
regain compliance with the closing bid price requirement if the
closing bid price of the common stock is not less than $1 for at
least 10 consecutive trading days.

If the NASDAQ criteria are not met, the Company will receive
written notification that its securities will be delisted, at
which time the Company has the right to appeal the termination
to a Listing Qualifications Panel.

CROWN RESOURCES: Files for Chapter 11 Reorganization in Colorado
Crown Resources Corporation announced that it has filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court for the
District of Colorado.

This action was taken after the Board of Directors authorized
the filing of the Petition by unanimous vote. Crown intends to
file a Plan of Reorganization and Disclosure Statement with the
Court within the next week.

The Plan was developed on a pre-negotiated basis in consultation
with Crown's major creditors, including holders of its
$15,000,000 -- 5.75% Convertible Subordinated Debentures, due
August 2001 and holders of its $3,600,000 10% Convertible
Secured Promissory Notes due October 2006. The Senior Notes are
secured by all of the assets of Crown.

The Plan contemplates a restructuring of the Debentures through
an exchange of outstanding Debentures, including any accrued
interest thereon for the following consideration to be
proportionally distributed to each Debenture holder: (i)
$1,000,000 in cash; (ii) $2,000,000 in 10% Secured Notes, due
October 2006; (iii) $4,000,000 in 10% Unsecured Notes, due
October 2006; (iv) warrants to purchase 5,714,285 shares at an
exercise price of $0.75 per share, expiring October 2006.

The Plan provides for a 5-for-1 reverse split of the currently
outstanding common stock, while maintaining the conversion and
exercise prices of the Senior Notes, the Secured Notes, the
Unsecured Notes and the related warrants. Under the Plan the
existing shareholders will still hold 100% of the outstanding
shares of common stock. However, on a fully diluted basis,
assuming conversion of all of the outstanding debt, and exercise
of all warrants, Secured Note holders will own approximately 52%
of the fully diluted common stock, the Debenture holders will
own approximately 41% of the fully diluted common stock and
current shareholders would own approximately 7% of the fully
diluted common stock. The Plan also contemplates the
cancellation and full impairment of Crown's preferred stock,
currently held by a wholly owned subsidiary.

After being filed with the Court, the Plan must be voted on by
Crown's creditors and shareholders. If the Plan is approved by
the Court, the Plan becomes a legally binding agreement between
Crown and its creditors and shareholders. Under the Plan, Crown
anticipates receiving approximately $2,065,000 in cash from the
Senior Note financing, currently held in escrow.

Mr. Christopher Herald, CEO of Crown, stated that, "The filing
of this Plan which has incorporated the views of a majority of
our Debenture holders, our Senior Note holders and discussions
with shareholders, regulators, and others in industry, will
remove a significant uncertainty for the survivability of
Crown." Herald stated: "Crown expects to benefit from taking the
time and effort to pre-negotiate the terms of the Plan by
significantly reducing the time and costs associated with being
in bankruptcy. Furthermore, we believe approval by the Court of
the Plan will provide Crown with a strong balance sheet, with no
required cash outlays for interest payments for the next four
and a half years. If the Plan is approved, Crown intends to
pursue the permitting of its Crown Jewel Project in Washington
as a primarily underground mine." Mr. Herald went on to say
that, "If the Crown Jewel Project is permitted, the Plan
provides significant upside potential to our creditors as well
as the ability of our shareholders to participate in that

Crown is a U.S.-domiciled gold exploration company whose major
assets are the Crown Jewel Project located in north-central
Washington State and a 41.2% interest in Solitario Resources
Corporation (TSE:SLR). Crown is traded on the OTC Bulletin Board
under the trading symbol CRRS.

CROWN RESOURCES: Case Summary & Largest Unsecured Creditors
Lead Debtor: Crown Resources Corporation
             4251 Kipling St.
             Suite. 390
             Wheat Ridge, CO 80033

Bankruptcy Case No.: 02-12949

Type of Business: The Debtor is a precious metals
                  exploration company with interests in the
                  western US (Nevada, Utah, and Washington) and
                  Latin America. The company identifies,
                  acquires, and explores properties, but it
                  generally turns mining operations over to a
                  joint venture partner.

Chapter 11 Petition Date: March 8, 2002

Court: District of Colorado (Denver)

Judge: Donald E. Cordova

Debtors' Counsel: Joel Laufer, Esq.
                  Rubner Padjen and Laufer LLC
                  1600 Broadway
                  Suite 2600

Total Assets:  $18,326,000 (as per SEC 10-Q Filing for the
               quarterly period ended September 30, 2001)

Total Debts: $15,921,000 (as per SEC 10-Q Filing for the
               quarterly period ended September 30, 2001)

Debtor's Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Deutsche Bank AG            Subordinated           $15,901,000
Bankers Trust Company,       Debenture plus
Trustee                     accrued interest   
Attn: Tom Moskie
Four Albany Street
New York, NY 10006

Keystone Gold, Inc.          Remaining Payment       $220,000
                              for a Land Parcel

Mineral Ventures, Inc.       Remaining payment       $220,000
                              for a Land parcel  

ELEC COMMS: Expects to File Form 10-K with SEC by March 15, 2002
The preparation of eLEC Communications Corporation's Annual
Report on Form 10-K for the fiscal year ended November 30, 2001
was delayed in filing with the SEC due to the Company's
inability to obtain from third parties certain information
necessary for it to determine the value of various of its
assets, including the potential significant impairment thereof.
The Company is engaged in discussions concerning material
transactions that have not been completed. In light of the
uncertainty over these potential transactions, and the impact
these transactions have on the Company's valuation of long-lived
assets and determination of impairment expense, the Company is
unable to file such report within the prescribed time period.
The Company expects to file such report no later than March 15,

The Company's revenues in the fourth quarter of fiscal 2001 were
approximately $4.7 million, a 20.7% increase from revenues of
approximately $3.9 million in the same period of fiscal 2000.
Such revenues do not include the revenues of the Company's
former subsidiary, Airline Ventures Inc., which was sold on
November 30, 2001 and will be reported as a discontinued
operation. Total revenues for fiscal 2001 amounted to  
approximately $19.6 million, a 65.5% increase over revenues of
approximately $11.9 million for fiscal 2000. The revenue growth
is the result of increased marketing expenses in fiscal 2001.

The Company's gross profit in the fourth quarter of 2001
amounted to approximately $1.4 million, a 51.3% increase from
gross profit of approximately $0.9 million in the same period of
fiscal 2000. Total gross profit for fiscal 2001 was
approximately $7.2 million, or 36.4% of revenues, as compared to
a gross profit in fiscal 2000 of approximately $3.1 million, or
25.7% of revenues in fiscal 2000. The higher gross profit
percentages are the result of more of the Company's lines using
the unbundled network elements platform instead of a resale

Loss from continuing operations, before considering impairment
costs, was approximately $2.7 million for the fourth quarter of
fiscal 2001, an 8.6% decrease from a loss of approximately $2.9
million in the same period of fiscal 2000. Loss from operations
for fiscal 2001, before considering impairment costs, amounted
to approximately $7.2 million, a 9.8% increase from
approximately $6.6 million for fiscal 2000. The Company
anticipates recording an impairment loss in the fourth quarter
of fiscal 2001 of approximately $2.5 million. The Company is
evaluating further impairment losses of up to approximately $2.3
million. Such additional losses may not be appropriate if the
Company sells one or more of its operating subsidiaries upon the
terms and conditions that are currently being discussed with a
potential purchaser. Such purchase is a material transaction for
the Company, if it occurs.

The company has packed off its money-losing luggage business to
concentrate on telecommunications, including Internet access and
Web site design and hosting. eLEC has been certified to operate
as a competitive local-exchange carrier (CLEC) in more than 35
states, and it is working to gain certification throughout the
US (it has interconnection agreements in 48 states). The company
also owns Airline Ventures, a specialty retailer that sells
uniforms and travel-related products mostly to airline
crewmembers. Formerly Sirco International, a maker and
distributor of soft luggage, sports bags, and tote bags, eLEC
sold those operations to Interbrand in 1999. At August 31, 2001,
the company had a working deficit of about $1.3 million.

ESTATION NETWORK: Kim Oishi Resigns as Board Chairman and CEO
eStation Network Services, Inc. (CDNX:YST) is pleased to
announce it has closed a private placement for total gross
proceeds of $1,200,000 comprising 40,000,000 special warrants
priced at $0.03 each, exercisable to acquire, for no additional
consideration, units, each Unit consisting of one series C
convertible preferred share and one series C preferred share
purchase warrant of the Company. Each Warrant shall entitle the
holder thereof to acquire, at any time prior to the date that is
two years from the date of issuance thereof, one Series C
Preferred Share at an exercise price of $0.04 per Series C
Preferred Share subject to adjustment in certain events.

The Private Placement replaces the financing previously
announced on January 30, 2002 and updated on February 12, 2002.

Pursuant to the Private Placement Kim Oishi will resign as
Chairman and Chief Executive Officer of eStation. eStation has
agreed to terms with a new Chairman and Chief Executive Officer
who will commence full-time on or before April 2, 2002. The new
Chief Executive Officer will join eStation's President and Chief
Financial Officer, Peter Edwards to round out the Company's
management team. Further details on the Company's new Chairman
and Chief Executive Officer will be provided upon completion of
existing commitments.

"The Private Placement and new leadership complete the
restructuring and refinancing we started in January 2001," said
Kim Oishi, "Our new Chief Executive Officer has the experience
and industry relationships to follow-through on our work-in-
progress to date and bring new ideas and processes to eStation.
I look forward to supporting the new Chief Executive Officer and
eStation as a shareholder."

In conjunction with the Private Placement, the Company is
pleased to announce two new appointments to the Board of
Directors of eStation. Gordon Flatt and Valentine Lee have been
appointed to the Board of Directors of eStation, replacing
Jonathon W. Blanshay and J.P. Solmes who resigned from the
Company's board of Directors on February 27, 2002. Mr. Flatt is
the President and Chief Executive Officer of The Coastal Group,
a Winnipeg based, privately owned organization focused on
providing equity capital and management services to Canadian
Businesses. Mr. Flatt also serves on the Board of Directors of
Derlan Industries Ltd. (DRL:TSE) and First Chicago Investment
Corporation (FCH:TSE). Mr. Lee recently joined New Millennium
Venture Partners Inc. as Managing Partner. New Millennium
Venture Partners Inc. is the manager of the New Millennium
Internet Venture Fund. Prior to Joining New Millennium Venture
Partners Inc., Mr. Lee was a technology analyst with HSBC
Securities where he was twice rated the Number 1 software
analyst by Brendan Woods, a respected security analyst rating

The Series C Preferred Shares shall have substantially the same
rights and privileges as the 7.5% Series B convertible preferred
shares offered for sale by the Company pursuant to the April
2001 private placement. The Company has obtained the consent of
the holders of the previously issued and outstanding
Subscription Receipts in respect of this financing, including
the permanent waiver of anti-dilution rights attached to the
Series B and existing Series C securities. In addition, the
holders of the Series B securities have agreed to allow eStation
to redeem the securities for cash or common shares at the
Company's option at the maturity date.

Each Series C Preferred Share will be convertible at the option
of the holder, at any time on or prior to the date which is
three years from the date of issuance of the Series C Preferred
Shares, into one eStation common share for the first two years
and 0.91 eStation common shares in the third and final year.
Each Series C Preferred Share will have a right to an annual
dividend equal to 7.5% of the issue price which will be payable
semi-annually. eStation will have the option of satisfying any
dividend payment on the Series C Preferred Shares by way of a
cash payment or by the issuance of additional Series C Preferred
Shares at a price equal to 95 per cent of the weighted average
trading price of the eStation common shares for the 20-day
trading period ending five trading days prior to any dividend
payment date. The Series C Preferred Shares will mature on the
Maturity Date, at which time eStation will be required to redeem
the shares for cash at the redemption price or, at a holder's
option but subject to the receipt of all regulatory approvals,
to issue freely tradeable eStation common shares on the
conversion terms set out above.

Currently, the Company has 95,265,261 issued and outstanding
common shares, 1,166,667 common shares awaiting CDNX approval,
34,656,750 issued and outstanding Subscription Receipts
convertible into Series B Preferred Shares or common shares, and
73,333,333 Subscription Receipts convertible into Series C
Preferred Shares or common shares, and 89,970,069 common share
purchase warrants and options comprising 294,392,080 fully
diluted common shares.

eStation (CDNX:YST) offers turnkey ABM solutions to major retail
and hospitality chains. eStation leverages innovative technology
to generate multiple revenue streams through strategic corporate
partnerships while providing consumers with convenient access to
products and services by leveraging the Internet. Retailers and
service providers of all kinds can utilize eStation's ABM
solutions to target consumers with on-screen advertising and in-
store coupons and promotions. Visit us online at
http://www.estation.comfor more information.  

                           *   *   *

As reported in the November 27, 2001 edition of the Troubled
Company Reporter, eStation Network Services, Inc., (CDNX:YST)
agreed to terms with regard to a private placement for total
gross proceeds of $1,000,000, and a debt restructuring agreement
with IBM Canada Inc., with regard to its lease financing that
includes a lump sum payment by eStation to pay down outstanding
obligations and principal, reduced monthly payments of the
Company over a 42 month period and the funding of an additional
$500,000 of computer equipment and ABM services by IBM.

EDISON INTERNATIONAL: Closes $1.6BB Syndicated Credit Facility
On March 1, 2002, Southern California Edison Company (SCE), the
public utility subsidiary of Edison International, closed on a
$1.6 billion syndicated senior secured credit facility providing
for $600 million of one-year Tranche A Term Loans, $700 million
of three-year Tranche B Term Loans, and $300 million of two-year
Revolving Credit Loans.  J. P. Morgan Securities Inc. and
Salomon Smith Barney Inc. are sole advisors, lead arrangers, and
bookrunners for the credit facility; Barclays Capital, TD
Securities (USA) Inc., and Union Bank of California are
documentation agents; and the participating lenders include
banks, investment funds, and other financial institutions.  The
Revolving Credit Loans and Tranche A Term Loans bear interest
either at a eurodollar rate plus a margin of 2.5 percent or at a
bank prime or equivalent rate plus a margin of 1.5 percent, at
SCE's election.  The Tranche B Term Loans bear interest either
at a eurodollar rate plus a margin of 3.0 percent or at a bank
prime or equivalent rate plus a margin of 2.0 percent, at SCE's
election.  The credit facility is secured by three newly issued
series of SCE's first mortgage bonds.  On March 1, 2001, SCE
sold to Lehman Brothers, as remarketing agent, approximately
$195 million of pollution control bonds that SCE repurchased in
late 2000.  The pollution control bonds will be remarketed to
the public at a three-year fixed interest rate.

The net proceeds from the loans under the new credit facility
and the sale of the pollution control bonds, plus cash on hand,
have been or will be used for these purposes:

     * On March 1, 2002, SCE repaid all outstanding loans,
aggregating $1.65 billion, under its previous credit          
facilities.  Those credit facilities were then terminated.

     * On March 1, 2002, SCE deposited $531 million, plus
accrued interest, with the paying agent for SCE's outstanding
commercial paper for immediate payment through the Depository
Trust Company (DTC) to holders of record as of February 28,
2002.  As a result, SCE no longer has any commercial paper

     * On March 1, 2002, SCE deposited $400 million, plus
accrued interest, with the paying agent for SCE's senior
unsecured notes, 5-7/8% Series Due January 2001 and 6-1/2%
Series Due June 2001, for immediate payment through DTC, or
directly for certificated holders, to holders of record as of
February 28, 2002.  As a result, the previously existing payment
defaults under the note indenture have been cured.

     * On March 1, 2002, SCE gave irrevocable notice that the
interest extension period on its outstanding 8-3/8% junior
subordinated deferrable interest rate debentures (QUIDS) has
ended.  SCE deposited approximately $7 million with the trustee
for the QUIDS for payment of the deferred interest, and interest
thereon, due on April 1, 2002, to holders of record as of the
regular record date, March 29, 2002.  Under the QUIDS indenture,
the deferred and accrued interest may be paid only on a regular
quarterly interest payment date.

     * On February 21, 2002, the board of directors of SCE
declared the past due dividends, aggregating about $23 million,
on all series of SCE's outstanding cumulative preferred stock
and $100 cumulative preferred stock for each of the quarters
ending in the period from February 28, 2001, through February
28, 2002. The dividends will be paid on March 11, 2002, to
holders of record as of March 4, 2002.

     * On March 1, 2002, SCE made payments of past due power
purchase obligations in the following approximate amounts:  $1.1
billion to qualifying facilities (QFs), $875 million to the
California Power Exchange (PX), $99 million to the California
Independent System Operator, and $96 million to energy service
providers for PX energy credits.  SCE also paid $7 million to
municipal power suppliers in a settlement of former power supply
arrangements.  SCE also expects to pay an additional $97 million
for PX energy credits to two Enron-affiliated energy service
providers upon approval of the terms of an agreement in the
Enron bankruptcy proceedings.

After making the above-described payments, SCE will have no
material, undisputed obligations that are past due or in
default.  SCE has entered into an agreement with the California
Department of Water Resources to pay in installments through
July 1, 2002, for $416 million of imbalance energy.

ELECTRIC LIGHTWAVE: Violates Nasdaq Continued Listing Standards
Electric Lightwave, Inc. (NASDAQ: ELIX) reported financial
results for the fourth quarter and year ended December 31, 2001.

The following information should be read in conjunction with the
company's financial statements and footnotes contained in its
Form 10-K to be filed with the Securities and Exchange

Revenue for 2001 totaled $226.6 million compared to $244.0
million for 2000, a decrease of 7 percent. Fourth-quarter
revenue for 2001 was $50.3 million compared to $63.0 million in
the prior year's fourth quarter, a decrease of 20 percent. The
net loss for 2001 was $171.7 million compared to a net loss of
$136.5 million in 2000.

Electric Lightwave, Inc. (ELI) EBITDA for 2001 was $5.8 million,
a $4.0 million increase over $1.8 million EBITDA for 2000. ELI
fourth-quarter 2001 EBITDA was $.6 million, a $4.5 million
decrease from $5.1 million EBITDA for the 2000 fourth quarter.
EBITDA is operating income plus depreciation and amortization.
EBITDA is a measure commonly used to analyze companies on the
basis of operating performance. EBITDA is not a measure of
financial performance nor is it an alternative to cash flow as a
measure of liquidity and may not be comparable to similarly
titled measures of other companies.

ELI's results for the year ended December 31, 2001 were affected
by severance costs of $3.2 million and a restructuring related
to exiting certain long-haul markets with an associated expense
of $4.2 million and lower-than-anticipated revenue primarily due
to a downturn in economic conditions that affected Internet
service providers and related businesses; a decline in data
services due to the expiration of a material contract; and a
decrease in reciprocal compensation.

ELI Class A Common Stock is currently traded on the Nasdaq
National Market System, but the stock does not meet minimum bid
price and market value of public float requirements for
continued listing. If the stock is unable to regain compliance
by May 15, 2002, the stock could be subject to delisting at that

Guidance for 2002 for ELI is reaffirmed at: Revenue of $250.0  
million; adjusted EBITDA of $22.0 million; and capital
expenditures of $75.0 million, excluding the exercise of the
purchase option of $110 million under the synthetic lease.

Electric Lightwave, Inc. is a facilities-based competitive local
exchange carrier providing Internet, data, voice and dedicated
access services to communications-intensive businesses in the
western United States. The company is 85 percent owned by
Citizens Communications (NYSE: CZN, CZB). More information about
Electric Lightwave, Inc. may be found at  

ENRON CORP: Court Appoints Examiner for North America Subsidiary
Judge Gonzalez finds that cause exists for the appointment of an
examiner.  Accordingly, Judge Gonzalez orders the United States
Trustee to appoint, subject to the approval of the Court, an
Examiner in Enron North America Corporation

The Court further directs that the Examiner is to prepare a
report regarding the issues concerning Enron North America's
continued participation in the Cash Management System.

"The Examiner is also directed to participate in both the Cash
Approval and Risk Assessment Committees," Judge Gonzalez rules.
Moreover, the Court emphasizes that the Examiner shall perform
other tasks that may be agreed upon or recommended by the
parties and approved by the Court.  "The Examiner shall also
engage in such other activities as the Court may authorize or
direct," Judge Gonzalez adds. (Enron Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)

                          *   *   *

As previously reported, Continental Casualty Company, National
Fire Insurance Company and Federal Insurance Company -- as well
as certain other sureties -- issued various surety bonds to
Enron North America Corporation and Enron Natural Gas Marketing
Corporation prior to the Petition Date.

David S. Tannenbaum, Esq., at Duane Morris LLP, in New York,
told the Court that the face amount of the bonds issued by the
Sureties on behalf of Enron Natural Gas is over $1,200,000,000.
According to Mr. Tannenbaum, Enron Corporation guaranteed the
obligations of Enron Natural Gas and Enron North America
pursuant to certain General Agreements of Indemnity with the

Mr. Tannenbaum said that Enron Natural Gas and the American
Public Energy Agency entered into a gas purchase agreement that
calls for Enron Natural Gas to supply natural gas directly to
various delivery points on behalf of American Public's customers
from April 1999 to April 2011.

American Public paid 100% of the contract price -- $300,000,000
-- to Enron Natural Gas.  Accordingly, the Sureties issued bonds
on behalf of Enron Natural Gas and in favor of American Public.

But then, Mr. Tannenbaum noted, Enron Natural Gas defaulted on
its obligations under the Gas Purchase Agreement.  This led
American Public to terminate the Gas Purchase Agreement and make
a demand on the Sureties for a "Termination Payment" in the
amount of $251,755,201 by January 16, 2002.

Thus, Mr. Tannenbaum said, Federal Insurance paid $126,000,000
to American Public on January 16, 2002 -- representing its 50%
allocation of the Termination Payment.  The other half was paid
by American Home Assurance Company, Mr. Tannenbaum explains.

As a result of Federal Insurance's payment, Mr. Tannenbaum
asserts that the Sureties hold fixed, liquidated and non-
contingent claims against Enron Natural Gas in the corresponding
amount of $126,000,000.

Mr. Tannenbaum reminded the Court that the Sureties also
previously issued bonds on behalf of Enron Natural Gas in favor
of Mahonia Natural Gas Limited, which relate to certain oil and
natural gas forward sales contracts.

All in all, Mr. Tannenbaum informed Judge Gonzales, the Sureties
currently hold:

  (i) fixed, liquidated and non-contingent claims against Enron
      Corporation in excess of $252,000,000 as a result of the
      payments on the American Public and other miscellaneous
      bonds; and

(ii) contingent claims against Enron Corporation in excess of
      $2,000,000,000 as a result of the issuance of the Mahonia

Mr. Tannenbaum pointed out that Enron Natural Gas allegedly has
limited assets of $79,000 and limited creditors.  All funds
which Enron Natural Gas received pre-petition were allegedly
"upstreamed" Enron North America, Mr. Tannenbaum reported.

Considering the Sureties' fixed, liquidated, unsecured claims
against Enron Natural Gas, Mr. Tannenbaum asserted that the
Court should appoint an examiner.

Mr. Tannenbaum added that the immense disparity between Enron
Natural Gas' stated assets of $79,000 and its liabilities of
$1,300,000,000 is in itself noteworthy.

FEDERAL-MOGUL: Court Appoints Prof. Francis McGovern as Mediator
The United States Bankruptcy Court for the District of Delaware
approves the joint motion of Federal-Mogul Corporation, its
debtor-affiliates and the Official Committee of Asbestos
Claimants to appoint Professor Francis McGovern as Mediator. The
Court directs that Prof. McGovern report back to the Court on
the status of the mediation process.

At the movants' behest, the mediator will report to the District
Court and Bankruptcy Court on the status of mediation but in no
event will the mediator disclose the details of any settlement
discussions. (Federal-Mogul Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

FINANCIAL ASSET: Fitch Junks 1997-NAMC Class B Certificates
Fitch Ratings lowers its ratings of the following Financial
Asset Securitization Inc., mortgage pass-through certificates:

     --1997-NAMC2, class B5 ($519,842 outstanding), rated 'B' is
       downgraded to 'CCC'.

In addition, Fitch places the following class on Rating Watch

     --1997-NAMC2, class B4 ($977,303 outstanding), rated 'BB'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels.

As of the Feb. 25, 2002 distribution, FASI 1997-NAMC2 remittance
information indicates that 7.51% of the pool is over 90 days
delinquent, and cumulative losses are $686,187 or 0.31% of the
initial pool. class B4 currently has 1.69% of credit support,
and class B5 currently has 0.05% of credit support remaining.

FLAG TELECOM: Taps Credit Suisse & Blackstone as Fin'l 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."

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 Web site  at

FLORSHEIM GROUP: Gains Access to $75 Million DIP Credit Facility
Florsheim Group Inc., (OTCBB: FLSCOB) announced that it has
received interim approval of the debtor-in-possession (DIP)
credit facility from the U.S. Bankruptcy Court in connections
with the Company's previously announced filing under Chapter 11
of the U.S. Bankruptcy Code.

The new agreement provides for a $75 million revolving credit
facility and was entered into with the Company's existing bank
group, which is led by BT Commercial Corporation.

The DIP credit facility will be used to maintain normal business
operations, including payment of employee wages and payments to
suppliers, vendors and other business partners for goods and
services provided on or after March 4, 2002.

Florsheim also announced that it has received notice from the
New York Stock Exchange of the suspension of trading on the
Exchange of the Company's 12.75% Senior Notes due 2002 (FLSC
02), as a result of the Company's filing.

Florsheim Group Inc. designs, markets, and sources a diverse and
extensive range of products in the middle to upper price range
of the men's quality footwear market. Florsheim distributes its
products in more than 6,000 department stores and specialty
store locations worldwide, through company-operated specialty
and outlet stores and through licensed stores worldwide.

According to DebtTraders, Florsheim Group Inc.'s 12.750% bonds
due 2002 (FLSC1) are trading between 21 and 22. See  
real-time bond pricing.

FOAMEX LP: S&P Ratchets Corporate Credit Rating Up to 'B+'
Standard & Poor's on March 7, 2002, raised its corporate credit
rating on Foamex L.P. to B+. At the same time, it assigned its
'BB-' rating to the company's proposed $125 million senior
secured revolving credit facility and new term loan E, which are
add-ons to the existing credit facility. The ratings on the
company's existing bank loans were raised to 'BB-' from 'B'. In
addition, Standard & Poor's assigned its 'B' rating to Foamex's
proposed $200 million senior secured notes due 2009 and raised
its rating on the existing senior subordinated notes to 'B-'
from 'CCC+'.

Foamex L.P., a wholly owned subsidiary of Foamex International,
based in Linwood, Pa., is the leading domestic producer and
distributor of polyurethane foam products and has about $660
million of debt outstanding (excluding capitalized leases). The
proceeds from these financings will be used to repay a portion
of the indebtedness under the existing senior credit facility.

The ratings recognize Foamex's improved financial profile
following the proposed transactions as well as ongoing efforts
to strengthen operations and reduce debt during the past few

The rating on the company's senior secured bank credit
facilities is one notch higher than the corporate credit rating
to reflect the strength of the proposed collateral package,
which pro forma for the proposed notes issue, will support a
reduced amount of outstanding loans. The security interest
provides a first priority lien on materially all of the
company's tangible and intangible assets, as well as stock in
the company's domestic subsidiaries, and offers reasonable
prospects for full recovery of principal. Considering the value
of Foamex's foam manufacturing business, it is anticipated that
the company would retain value as a business enterprise, even in
the event of a bankruptcy. Foamex's enterprise value was
determined using an assumed EBITDA multiple, reflective of its
peer group, and severely discounted future cash flows to
simulate a default scenario. Under this simulated scenario, the
collateral value is sufficient to fully cover the bank facility
if a payment default were to occur. The rating on the company's
proposed senior secured notes, which are secured by a second
priority lien on essentially the same assets, is rated one notch
below the corporate credit rating to reflect the disadvantaged
position of these creditors in the event of a bankruptcy.

The ratings reflect Foamex's average business risk profile, as
the largest North American producer of flexible polyurethane
foam, and a very aggressive financial profile. The company ranks
among the industry leaders in the production of auto trim foam,
carpet cushion, and foam for furniture and bedding applications.
Foamex also maintains a strong niche technical foams business
that offers more attractive margins and growth due to higher
value-added applications and technological innovation. Still,
the business is vulnerable to consumer spending trends and the
level of activity in the housing and automotive sectors.
Foamex's production economics and profit margins also are
heavily dependent on raw material costs, particularly toluene
diisocyanate (TDI), a naphtha derivative used to make
polyurethane foam. Feedstock costs will vary with oil prices and
can affect near-term profit margins, although increases can
typically be passed on to customers in a timely fashion. Despite
a weaker economy, but aided by falling raw material costs,
management has restored operating profit margins to the low
double-digit area through a series of ongoing restructuring
initiatives aimed at improving operating efficiencies and
promoting better operating and financial discipline at the

Foamex remains highly leveraged, with debt as a percentage of
total capital at more than 100% and total debt (adjusted to
capitalize operating leases) to EBITDA near 5 times. Management
has indicated that free cash flow will continue to be applied to
debt reduction until further improvement is achieved. EBITDA
interest coverage is about 2x, an acceptable level for the
ratings. The company's new financing transactions, if completed
as proposed, will substantially improve financial flexibility
through the extension of debt maturities and increased
availability under the new revolver.


Ratings are supported by an improving outlook for the domestic
economy, recent initiatives to improve operating efficiency, and
management's commitment to improve the financial profile.
Additional debt reduction over the next few years, along with
modest operating gains, could lead to a further strengthening of
credit protection measures.

FRESH AMERICA: Currently Working on Credit Facility Refinancing
Fresh America Corp. (OTCBB:FRES), a food distribution management
company, announced that it has received an extension to the
maturity date of its senior credit facility to January 2, 2003
and extensions to the maturity dates of its unsecured senior
term debt to January 3, 2003. The Company's balance of aggregate
senior term debt is $7.3 million, as compared to $18.7 million
at December 2000. The Company is currently working on
refinancing the senior credit facility which has a current
outstanding balance of $4.1 million.

In addition to the 61% reduction in senior term debt over the
last year, during September of 2001, North Texas Opportunity
Fund invested $5 million of new capital in the Company for a 50%
equity position on a fully-diluted basis and John Hancock and
its related entities converted $20 million of subordinate debt,
$5 million of preferred stock and approximately $2 million of
accrued interest and fees for $2.7 million of preferred stock,
which represents a 27% equity position in the Company on a
fully-diluted basis.

Darren Miles, President and CEO commented, "We are pleased to
have finalized the extensions to the maturity dates of our
senior term debt through 2003. This allows the Company to focus
on the refinance of our senior credit facility and our 2002
initiatives designed to enhance profitability and build value
for our shareholders."

Fresh America is an integrated food distribution management
company that operates facilities and offices located in Dallas
and Houston, Texas; Atlanta, Georgia; Scranton and Wilkes-Barre,
Pennsylvania; Richmond, Indiana; Chicago, Illinois; and Norwalk
and Walnut Creek/Visalia, California.

GLOBAL CROSSING: Court Approves Stipulation with JP Morgan
Global Crossing Ltd., and its debtor-affiliates sought and
obtained Court approval of a stipulation with JP Morgan Chase
Bank -- administrative agent for the senior secured lenders.

The terms of the stipulation are:

A. Each Debtor grants to the Administrative Agent, on behalf of
   the Senior Secured Lenders, a priority claim against each
   such Debtor to the extent that the interest of the Senior
   Secured Lenders in any Collateral declines in value due to
   the commencement or continuation of the Debtors' chapter 11
   cases, subject to the fees payable to the United States
   Trustee and fees and expenses of professionals of the
   Debtors and the statutory creditors committee appointed to
   represent unsecured creditors in these cases in an amount
   not to exceed prior to the commencement of liquidation, all
   amounts awarded or paid pursuant to the monthly fee order
   and from and after the commencement of liquidation,
   $4,000,000 plus accrued and unpaid amounts as of the
   commencement of liquidation.

B. The Debtors stipulate and acknowledge that the IPC Proceeds
   are "cash collateral" and that the Debtors cannot use such
   cash collateral unless either the Administrative Agent and
   the Senior Secured Lenders consent to such use, or the
   Bankruptcy Court authorizes such use. Debtors further
   stipulate and agree that they shall not seek authority to
   use the IPC Proceeds until aggregate amount of funds in all
   other unrestricted bank and investment accounts of the
   Debtors and Non-Debtor Affiliates is less than $125,000,000
   and only by motion on at least 20 days notice.

C. Nothing in this Stipulation or in the Cash Management Order
   shall constitute a waiver by the Administrative Agent or
   the Senior Secured Lenders right to challenge the
   existence, validity, extent, priority, amount, or
   characterization of any of the prepetition intercompany
   claims and the Administrative Agent and the Senior Secured
   Lenders hereby reserve all rights to make any such
   objections or challenges. (Global Crossing Bankruptcy News,
   Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-

GLOBAL CROSSING: Will Downsize Operations & Cut Costs by $600MM
Global Crossing announced it is taking bold new measures to
simplify operations of Global Crossing and align its cost
structure with its projected revenues in order to accelerate its
efforts to become a more lean and muscular competitor.  These
additional cost reductions will result from further cutbacks in
personnel and consolidation of real estate holdings, as well as
voluntary pay cuts by Global Crossing executives.  These efforts
do not affect Asia Global Crossing.

Friday's announcements are part of the third phase of an effort
to restructure the business, begun when John Legere was
appointed Chief Executive Officer of Global Crossing in October,
2001.  In order to respond to the crisis that has hit the
telecommunications industry, Mr. Legere immediately ordered
significant expense and staff reductions.  In January 2002,
Global Crossing sought Chapter 11 protection as part of a plan
to restructure its balance sheet and arrange for new investment
in the company.

"We're taking these significant actions on top of the decisions
already implemented, and in parallel with our ongoing
restructuring process,"

Mr. Legere said.  "Not only are we committed to delivering a
healthy balance sheet, we are on a clear path to becoming the
world's most cost efficient and globally competitive data
communications service provider.  We have the network,
technology and customer base in place -- and now we will develop
an athletic organization to leverage our existing strengths.  At
the end of the restructuring process, we will emerge a lean,
tightly integrated organization with world-class productivity
and an ability to quickly scale up as demand increases."

Mr. Legere added, "As we continue to improve our cost structure
and operating efficiencies, we become increasingly attractive to
strategic investors, financial investors and to our customers --
who will benefit from this transformation as we become more
efficient and service delivery improves."

Mr. Legere stated that an important attribute of the new
business model is to plan for slower growth in new revenues and
customers.  Resources will be focused on ensuring existing
customers are satisfied.  "Even during these challenging last
few months, we have steadily continued to serve nearly 100,000
customers around the world.  Those customers are our number one
priority, and we're allocating our resources to satisfy their
needs, even if that means sacrificing new customer growth."

                      Efficiency Measures

Global Crossing is implementing measures designed to improve its
cost structure in a tough economic environment.  These actions

     -- A previously announced voluntary staff reduction of
approximately 800 employees, effective Friday (March 8, 2002);

     -- A further staff reduction of up to 1,600 employees, the
majority of whom will come from administration and sales;

     -- Salary reductions among senior leadership and selected

     -- Real estate consolidations rendering expected annual
savings of approximately $150 million through the closure of 71
offices totaling more than 1.2 million square feet;

     -- A range of program cuts and narrowing of service
offerings; and,

     -- Process improvements that both reduce costs and improve
service through the ongoing deployment of automation systems and
streamlined workflows.

These measures are expected to reduce operating expenses from
$1.5 billion in 2001 to an expected $900 million in 2002 with a
projected year-end run rate of $720 million, excluding Asia
Global Crossing.

Capital expenditures are being dramatically reduced from $3.2
billion in 2001 to a budget of $200 million in 2002 (also for
non-Asian operations).

Headcount is being reduced from a high of approximately 15,000
employees at the beginning of 2001 to fewer than 6,000 employees
by the end of March, when the vast majority of voluntary and
involuntary separations are expected to have been completed.

Mr. Legere said the staff reductions were especially difficult
in the face of a vote of confidence by employees that became
apparent when fewer than 10% opted for the voluntary severance
program offered last week.  "We deeply regret that we must make
additional reductions in our staff," Mr. Legere commented.  "In
order to preserve as many jobs as possible, we are also
reviewing salary adjustments.  To start that process, and as an
indication of my personal commitment to turn Global Crossing
around, I have taken a 30% reduction in salary, effective

            Exploring Sale Of Non-Core Businesses

Global Crossing also said it is considering the sale of its
conferencing division and its non-core national network in the
United Kingdom.  These measures are designed to maximize cash
and intensify focus on our core strategy of providing global
data services to more than 200 of the world's top business

Mr. Legere said that the potential sale of the conferencing
division and the non-core UK national network are the most
recent in a series of initiatives related to Global Crossing's
strategy to divest non-core assets. In December 2001, Global
Crossing completed the $360 million sale of its IPC Trading
Systems unit to an investment group led by Goldman Sachs Capital
Partners 2000, an affiliate of The Goldman Sachs Group, Inc.  
Earlier in the year, Global Crossing announced that its Global
Marine Systems division was also for sale.  Global Marine is the
world leader in providing submarine fiber optic cable
installation and maintenance service.

With a customer base that includes over 60% of the Fortune 100
companies, the conferencing unit is a leader in its market.  
Efforts to re-establish this division as an independent
operating unit are already well underway, making the business
fundamentally more flexible and efficient, as well as a more
attractive prospect for either strategic or financial buyers.  
Global Crossing acquired the conferencing unit in 1999 as part
of the acquisition of Frontier Corporation.  The conferencing
division offers a portfolio of state-of-the-art conferencing
services including video, audio, and web conferencing.

Mr. Legere said Global Crossing will also consider actively
marketing the non-core portions of the national network services
business it acquired as part of the acquisition of Racal Telecom
in 1999.  The UK network, which includes approximately 8,000
route kilometers of fiber and reaches more than 2,000 cities and
towns, delivers managed data services to government and
commercial customers.  Global Crossing would retain all core UK
assets essential to its strategy as a global data communications
service provider.

"In all cases, when talking with potential investors, we will
encourage them to consider an ongoing relationship with our
organization," Mr. Legere added.  "When we sold IPC Trading
Systems, we retained our relationship as a preferred global
network services provider.  We intend to do the same as part of
possible negotiations in these two new cases.  Our network
reach, capacity and reliability are still integral to the
success of these businesses, and while we believe both the UK
national network and the conferencing division are attractive
investments independently, our in-place network access will
continue to add value."

                Organizational Realignments

In concert with these efforts to further focus the organization,
Mr. Legere also announced a redeployment of certain members of
Global Crossing's senior leadership team.

Anthony Christie, senior vice president of product management,
will take on the additional responsibility for developing Global
Crossing's conferencing offerings as a self-sufficient business,
preparing the business to make a greater ongoing revenue
contribution or for a potential sale.  Mr. Christie will
continue to report to Carl Grivner, COO.  Chris Nash, senior
vice president of corporate development, will continue to work
with the growing number of potential investors interested in
acquiring Global Crossing, as well as managing the potential
sale of portions of Global Crossing's businesses.

Jose Antonio Rios, currently the president of Latin America and
the Caribbean operations, will also now manage all European
operations.  Joe Perrone, executive vice president of finance,
will continue to focus on restructuring efforts.  To enable him
to do so, administrative responsibilities including
administration of offices, travel, real estate and vendor
management will be distributed to other executives. John
Comparin, executive vice president of human resources, will add
to his present duties office administration and travel.  Dan
Wagner, the former head of Global Crossing's European
operations, will become senior vice president of information
technology, real estate, procurement and vendor management.  Mr.
Wagner will report to Carl Grivner, COO.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.  
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.  On January 28, 2002, certain companies in
the Global Crossing Group (excluding Asia Global Crossing and
its subsidiaries) commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York
and coordinated proceedings in the Supreme Court of Bermuda.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are trading between 3 and 4. See  
real-time bond pricing.

GLOBIX CORP: Seeks Okay to Engage Innisfree as Noticing Agent
Globix and its debtor-subsidiaries seek to appoint Innisfree M&A
Incorporated as their Noticing Agent and ask the U.S. Bankruptcy
Court to authorize the appointment.

The Debtors have outstanding public securities and are not aware
of the number of beneficial holders of the Notes.  Many of these
beneficial holders hold the Public Securities in "street name"
through a bank, broker, agent, proxy or other nominee.  The
successful dissemination of notices to the beneficial owners of
the Public Securities will require coordination with the
Nominees, primarily to ensure that these entities properly
forward notices and other material to their customers. The
Debtors believe that Innisfree is well-suited to assist the
Debtors with this task.

Innisfree is a proxy solicitation and investor relations firm,
whose employees have significant experience advising large,
publicly-traded companies in matters relating to communications
with, and notices to, security holders, assistance with plan
solicitations, and the tabulation of ballots with respect to
chapter 11 plans.

As Noticing Agent, the Debtors expect Innisfree to:

     a) work with the Debtors to request appropriate information
        from indenture trustees, transfer agents, and the
        Depository Trust Company;

     b) mail various documents to creditors and holders of
        record of the Public Securities, including the
        disclosure statement;

     c) coordinate the distribution of documents to "street
        name" holders of the Public Securities by forwarding
        documents to the Nominee record holders of the Public
        Securities, who in turn will forward them to beneficial

     d) provide soliciting and noticing advisory services, as
        needed, to the Debtors.

The Debtors propose to pay Innisfree its customary and expenses
fees.  Innisfree's solicitation and noticing advisory services
hourly fees are:

          Managing Director           $325 per hour
          Practicing Director         $250 per hour
          Account Executives          $210 per hour
          Staff Assistants            $150 per hour

Globix Corporation, a leading full-service provider of Internet
solutions to businesses, filed for chapter 11 protection on
March 01, 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 CORP: Court Sets Plan Confirmation Hearing for April 8
Globix Corporation (Nasdaq: GBIX) announced that the Bankruptcy
Court scheduled a hearing on confirmation of its plan of
reorganization for April 8, 2002.

Globix also announced that the United States Bankruptcy Court
for the District of Delaware approved "first day motions" that
are intended to provide for the continuation of normal business
operations. The court orders include several that allow Globix
to continue to deal with its employees, customers, and vendors
in the normal course of business.

Peter Herzig, Chief Executive Officer, said, "We are very
pleased with the results of [Thurs]day's proceedings. As
planned, we will continue to operate in the ordinary course of
business during these proceedings. Our clients will continue to
receive the same superior level of quality and service they have
come to expect from Globix. The filing, and rapid emergence from
this proceeding, will allow us to set aside any questions
regarding the financial viability of the Company and focus on
developing Globix to its fullest potential as a leading provider
of complex hosting services."

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

GRANITE BROADCASTING: S&P Junks Rating over Possible Nonpayment
On March 7, 2002, Standard & Poor's lowered its ratings on TV
station owner Granite Broadcasting Corp. to 'CCC' and placed
them on CreditWatch with negative implications. The actions
followed the company's announcement that it may be unable to
make May and June bond interest payments if the $230 million
sale of San Jose, California TV station KNTV does not close in a
timely fashion. The company had about $403 million in debt and
$275 million of debt-like preferred stock outstanding as of
December 31, 2001.

Even after the station sale, Granite will still be under intense
financial pressure from weak cash flow and very high debt
levels. Financial risk will remain high even if Granite repays
more debt with additional potential divestiture proceeds because
the high-cost preferred stock turns cash-pay in October 2002.

Standard & Poor's will likely resolve the CreditWatch listing
either following completion of the pending station sale, or
prior to the May interest payment, if the sale closing is

GREATE BAY: Court Okays Sale of Advanced Casino to Bally Gaming
Hollywood Casino(R) Corporation (Amex: HWD) announced that the
United States Bankruptcy Court for the District of Delaware has
approved the sale of Greate Bay Casino Corporation's primary
asset, Advanced Casino Systems Corporation (ACSC), to Bally
Gaming, Inc., a wholly owned subsidiary of Alliance Gaming
Corporation (Nasdaq: ALLY). Greate Bay's sale of ACSC to
Alliance Gaming is expected to close this month. Pursuant to
Greate Bay's plan of reorganization, Hollywood expects to
receive approximately $11 million - $13 million of the proceeds
from such sale.  As a result of the schedule established by the
Bankruptcy Court at a hearing Wednesday last week, it is
Hollywood's current expectation that the plan of reorganization
will be consummated in May of 2002.  The sale proceeds will be
received directly by HWCC-Holdings, Inc., a subsidiary of
Hollywood that is not restricted by any of Hollywood's
outstanding debt agreements.  As a result, these funds will be
available to Hollywood for any corporate purpose, including
making additional capital contributions to its Hollywood Casino
Shreveport subsidiary.

Hollywood Casino Corporation owns and operates distinctive
Hollywood-themed casino entertainment facilities under the
service mark Hollywood Casino(R) in Aurora, Illinois, Tunica,
Mississippi and Shreveport, Louisiana.

HAYES LEMMERZ: Wants to Assume Management Severance Agreements
Hayes Lemmerz International, Inc., and its debtor-affiliates ask
the Court for authorization to assume senior management
severance agreements with:

  * John Salvette, Vice President - Business Development,

  * Giancarlo Dallera, Vice President - European Cast Wheels,

  * Patrick B. Carey, the Debtors' General Counsel.

According to Grenville R. Day, Esq., at Skadden, Arps, Slate,
Meagher & Flom in Wilmington, Delaware, in June of 2000, the
Debtors entered into prepetition severance agreements with these
officers.  The Agreements provide that, in the event of a change
in control -- including (1) a change in ownership of more than
50% of the Debtors' common stock, (2) certain changes in the
composition of the Debtors' board of Directors, or (3) a
reorganization, merger or consolidation -- or if the Executive
is terminated without cause or terminates the agreement for a
Good Reason he is entitled to receive:

    A. a lump-sum payment equal to 210% to 320% of the
       employee's base salary;

    B. the continuation of benefit plans, programs, practices
       and policies for two years;

    C. a lump-sum payment equal to $100,000;

    D. outplacement services; and

    E. a "gross-up" payment for all tax liabilities.

The Debtors believe that the terms and conditions of the
Severance Agreements are well within industry standards, and
that assumption of the Severance Agreements during the Debtors'
chapter 11 cases represents an important ingredient in the
Debtors' overall management and employee retention policy. The
Debtors have reasonably exercised sound business judgment in
determining to assume each of the agreements, and accordingly
the Debtors request approval to assume the Severance Agreements.
(Hayes Lemmerz Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

HOULIHAN'S: Seeks Open-Ended Lease Decision Period
Due to its significant number of unexpired leases, Houlihan's
Restaurants, Inc. and its debtor-affiliates' are unable to
review each Lease within the statutory time limits.  The Debtors
ask the U.S. Bankruptcy Court for the Western District of
Missouri to stretch their lease decision period through the
confirmation date of a plan of reorganization.

The Debtors assure the Court that they will continue to honor
their post-petition obligations under the applicable Lease
Agreements through confirmation of a plan of reorganization in
these proceedings.

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

IBS INTERACTIVE: Continues to Incur Neg. Operating Cash Flows
Digital Fusion, Inc., and its subsidiaries are an information
technology consulting company helping its customers use
technology to access business information and enhance the
performance of their human capital. The services DFI provides
are IT Support and integration; IT consulting; business
application development and sales force tune-up. DFI provides
its services to businesses, organizations and public sector
institutions primarily in the Eastern United States. The Company
was incorporated in 1995 under the name Internet Broadcasting
System, Inc. and changed its name to IBS Interactive, Inc. when
it went public in May 1998. During the annual 2001 shareholders
meeting, the shareholders approved a name change to Digital
Fusion, Inc. DFI, a Delaware corporation, has its main
administrative office in Tampa, Florida, along with regional
offices in New Jersey, New York, Florida and Alabama.

The Company has incurred losses of $11,412,000 and $18,062,000
in 2001 and 2000, respectively and cash flow deficiencies from
operations of $513,000 and $6,837,000 in 2001 and 2000,
respectively. The losses and cash flow deficiencies in 2000 and
prior years caused the Company to receive an
unqualified opinion with an explanatory paragraph for a going
concern in its December 31, 2000 consolidated financial
statements. During late 2000 and early 2001, the Company
restructured its operations. This included selling or shutting
down unprofitable business units/division, streamlining
its continuing business units and settling its debts associated
with business units/division that were shut down or sold.

The Company has been cash flow positive from operations for the
last three quarters of 2001. At December 31, 2001, the cash and
cash equivalents totaled $1,350,000. Management settled an
additional $1.8 million of Legacy Liabilities subsequent to
December 31, 2001 for $456,000 in scheduled payments during 2002
and 250,000 of common stock warrants. Management is continuing
to negotiate with certain of its vendors to restructure the
remaining Legacy Liabilities. DFI's current business units are
not capital intensive (the business divisions that were capital
intensive were sold). The majority of the Company's costs are
employee related which will vary based upon the revenue of the
Company. The Company believes that, as a result of the actions
it has taken during 2001 to restructure and streamline the
Company, it currently has sufficient cash to meet its funding
requirements over the next year; however, the Company has
experienced negative cash flows from operations and incurred
large net losses in the past.

The Company's current growth has been funded through internally
generated funds. In order for the Company to support substantial
growth, the Company may need to fund this growth through
externally generated funds. The Company is reviewing its
options, which include a line of credit secured by receivables,
raise equity or a combination of both. There can be no assurance
as to the availability or terms upon which such financing and
capital might be available.

IBS Interactive has turned from Internet hosting to IT
consulting. The information technology (IT) company operates as
Digital Fusion, having recently merged with the IT enterprise of
that name. It offers services including consulting, computer
network design and optimization, programming and applications
development, and content management. The company's largest
customer, Aetna, accounts for 20% of sales; others include
Deutsche Bank and the State of Tennessee. Facing increased
competition and low profit margins, IBS Interactive -- which
started in the mid-1990s as an Internet service provider -- has
sold its telecom, infrastructure, and Internet hosting

ICH CORP: U.S. Trustee Appoints Official Creditors' Committee
The U.S. Trustee for the Southern District of New York appoints
these creditors to serve the Official Committee of Unsecured
Creditors of I.C.H. Corporation:

          1. Willow Run Foods, Inc.
             1006 US Route 11, P.O. Box 1350
             Binghamton, New York 13902
             Attn: Terry Wood, CEO/President

          2. Arby's Franchise Trust.
             1000 Corporate Drive
             Fort Lauderdale, Florida 33334
             Tel: (954) 351-5679
               Paul, Weiss, Rifkind, Wharton & Garrison
               1285 Avenue of the Americas
               New York, New York 10019-6064
               Tel: (212) 373-3000

          3. Web Acquisition, LLC
             c/o William Brusslan
             21243 Ventura Blvd, Ste. 228
             Woodland Hills, CA 91364
             Tel: (818) 710-5811

          4. Dine Restaurant Group
             270 Park Avenue South
             New York, New York 10017
             Attn: Elliot Merberg, Senior Vice President
             Tel: (212) 474-4811

          5. RTM Operating Company
             5995 Barfield Road
             Atlanta, GA 30328
             Attn: Douglas N. Bertiam, Senior Vice President
             Tel: (404) 256-4900

          6. The Coca-Cola Company
             P.O. Box 105037
             Atlanta, GA 30348-5037
             Attn: James M. Koelemay, Jr., General Counsel
             Tel: (404) 676-4242

          7. Meadowbrook Meat Company
             2641 Meadowbrook Road
             Rocky Mount, NC 27801
             Attn: Jeffrey M. Kowalk, Sr., Vice President
             Tel: (252) 985-7280
               Adam L. Rosen, Esq.
               Rosen & Slome, LLP
               229 Seventh Street, Suite 303
               Garden City, New York 11530
               Tel: (516) 747-8800

          8. GMAC Commercial Mortgage/Equipment Finance
             c/o John Hopkins
             5730 Glenridge Drive, NE, Suite 103
             Atlanta, GA 30328
             Tel: (404) 705-7071
               Paul M. Rosenblatt, Esq.
               Kilpatrick Stockton LLP
               1100 Peachtree Street, Suite 2800
               Atlanta, GA 30309
               Tel: (404) 815-6321

          9. USRP (Finance) LLP
             c/o Harry Davis
             12240 Inwood Road #300
             Dallas, Texas 75244

ICH Corporation is a holding company with two principal
operating subsidiaries, Sybra and Sybra Conn., currently
operating 240 Arby's restaurants located primarily in Michigan,
Texas, Pennsylvania, New Jersey, Florida and Connecticut.  The
Company filed for chapter 11 protection on February 5, 2002.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
debts and assets of $50 million to $100 million.

IMPERIAL METALS: Creditors & Shareholders Accept CCAA Plan  
Imperial Metals Corporation (TSE:IPM) announce that its
creditors and shareholders have strongly approved the Company's
Plan of Arrangement under the Company Act of British Columbia
and the Companies' Creditors Arrangement Act. Voting results

               Unsecured    Secured
               Creditors   Creditors   Shareholders
               ---------   ---------   ------------
     % of total creditor claims/shareholders represented         
               87.23%      95.52%       42.18%      

     % voting in favour  
               99.99%       100%        98.98%

This completes a major step in the approval process for the
Plan, which was presented to the Supreme Court of British
Columbia for final approval on Friday March 8, 2002.

INTEGRATED HEALTH: Selling "Kansas City at North Oak" to TI-1221
Integrated Health Services, Inc., and its debtor-affiliates,
including, Integrated Health Services of Kansas City at North
Oak, Inc., move the Court pursuant to sections 105(a), 363(b),
(f) and (m), 365(a), (b), (f), and (k), and 1146(c) of the
Bankruptcy Code, and Rules 2002, 6004(a), (c), (f) and (g),
6006, 9007 and 9014 of the Bankruptcy Rules, for entry of an

(1) authorizing the sale of substantially all of the assets by
    IHS-KC to TI-1221 115th Street L.L.C., free and clear
    of any and all Mechanics Liens and

(2) authorizing the Operations Transfer of a facility operated
    by IHS-KC which is known as IHS of Bridgewood to Bridgewood
    Manor, L.L.C. (New Operator), pursuant to a certain
    Operations Transfer Agreement between IHS-KC and New

(3) granting Buyer the protections of a good faith purchaser
    under section 363(m) of the Bankruptcy Code.

In consideration, at Closing, Buyer will assume all of IHS-KC's
obligations under or in connection with the Loan Documents.

The Debtors believe that the proposed sale and transfer of the
Facility represent exercises of sound business judgment for the
following reasons:

(1) The Facility is of no value to the estates because IHS-KC's
    indebtedness to Finova substantially exceeds the value of
    the Facility.

    Specifically, IHS-KC is bound by a certain Loan Agreement
    with FINOVA. In addition, the Facility is encumbered by an
    Assignment of Leases, Rents, Issues and Profits.
    Furthermore, the Facility is encumbered by a certain Deed of
    Trust and associated Security Agreement. The Deed of Trust
    secures an indebtedness in the principal sum of $4,200,000.
    The indebtedness secured by the Deed of Trust includes an
    indebtedness evidenced by a certain Promissory Note in favor
    of FINOVA, in the original principal sum of $3,953,521.38.
    The amount which is currently due and owing on the Note is
    $3,748,074, and is a lien in that amount on substantially
    all of the assets of IHS-KC.

    The facility is valued at $1,192,991.00 based upon the
    Debtors' valuation of the Facility utilizing a cash flow
    analysis. Therefore, the outstanding balance which is due on
    the Note exceeds the value of the Facility by $2,555,083.00.

(2) The Facility is unprofitable.

    The Facility's earnings before taxes, depreciation and
    amortization (EBTDA), as of December, 2001, was negative
    $348,633. Moreover, its cash flow (EBTDA minus CapEx) for
    the same period was negative $461,133. In December 2001, of
    the Facility's 180 beds, only 103 were occupied, and the 66%
    census (or occupancy rate) was approximately 15% below the
    industry average for that period.

(3) The Facility is suitable for use only as a skilled nursing
    facility. Accordingly, the Debtors believe that if the
    Facility was marketed, no offer exceeding the Facility's
    value as set forth above would be submitted.

Based upon the Facility's dismal economic performance, the
unlikelihood of a turnaround in the near term, IHS-KC's
outstanding secured indebtedness, and the Facility's limited
utility, IHS-KC agreed, in principle, to sell the Facility to

                    The Transfer Agreement

The Transfer Agreement governs the transition of the Facility to
New Operator in accordance with applicable state and federal
law. The Transfer Agreement provides for:

(1) the transfer to New Operator of all of Transferor's accounts
    receivable which have been generated from the operation of
    the Facility, all resident lists and records (to the extent
    transferable under applicable law), and originals or copies
    of all of Transferor's books and records;

(2) the transfer of Resident Trust Funds;

(3) the employment of Transferor's employees;

(4) the disposition of unpaid accounts receivable;

(5) access to the Transferor's records;

(6) the assumption and assignment of vendor, service and other
    agreements to which Transferor or IHS is a party, and New
    Operator's exercise of the Transferor's right to purchase
    equipment located at the Facility which is subject to a
    lease; New Operator's use of leased computer or other
    equipment; and the preparation and filing by the Transferor
    of Medicare and Medicaid cost reports.

The Transfer Agreement grants New Operator the option of
assuming the Transferor's Medicare provider number and the
Medicare Provider Agreement and the Medicaid Provider Agreement.
The New Operator has elected to accept an assignment of the
Transferor's Medicare Provider Agreement, and the United States
has calculated that no Cure Payment is required. As of the date
of this Motion, New Operator is considering its options with
respect to the Medicaid Provider Agreement. New Operator assumes
all risk arising out of failure to obtain new Medicare and/or
Medicaid provider numbers or agreements with respect to the
Facility. New Operator has agreed not to discharge or cause the
discharge of any Medicare or Medicaid beneficiaries who are
residents or patients of the Facility immediately prior to the
Effective Time by reason of New Operator's inability to bill
Medicare or Medicaid with respect to such residents or patients.  
New Operator further agrees to indemnify Transferor and IHS from
and against all damages, claims, losses, etc. which arise out of
New Operator's failure to accept assignment of the Medicare
and/or Medicaid Provider numbers or agreements.

                 Medicare Settlement Agreement

The Medicare Stipulation provides for the Debtors' assumption
and assignment of the Medicare Provider Agreement to the New
Operator. No Cure Payment is required, and all claims under the
Medicare Provider Agreement that CMS has against Debtors and/or
New Operator for monetary liability arising under the Medicare
Provider Agreement before the Effective Date are satisfied,
discharged and released upon the Effective Date.

The Debtors submit that an auction of the Facility is not
required. The Debtors believe that if the Facility is auctioned,
bids, if any, would not exceed the $1,192,991.00 value of the
Facility. Furthermore, if IHS-KC sold the Facility for that
price, its estate would be exposed to Finova's secured claim in
that amount, and Finova's $2,555,083 general unsecured
deficiency claim. Moreover, during the time required to notice
and conduct an auction, the Facility's losses will continue to
mount while its going value will continue to decrease.
Accordingly, the Debtors submit that conducting a public auction
is not only a waste of time and estate assets, but may reduce
the distribution to the general unsecured creditors in the
chapter 11 cases.

        Assumption and Assignment of Executory Contracts

In accordance with the terms of the Transfer Agreement, New
Operator must, within 10 days following the Execution Date,
identify those Operating Contracts for which it seeks to take
assignment. To the extent that the Debtor's assumption of any
Operating Contract gives rise to a cure obligation pursuant to
section 365(b) of the Bankruptcy Code, New Operator shall be
responsible for the satisfaction of such cure obligation.
(Integrated Health Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

JOY GLOBAL: S&P Assigns B+ Rating to $200MM Senior Sub. Notes
On March 4, 2002, Standard & Poor's assigned its 'B+' rating to
Joy Global Inc.'s new $200 million senior subordinated notes due
2012, issued under Rule 144A. At the same time, Standard &
Poor's affirmed its 'BB' long-term corporate credit rating on
the Milwaukee, Wisconsin-based Joy, the world's leading producer
of both underground and surface mining equipment. Proceeds from
the new debt offering will be used to refinance existing debt.

The ratings on Joy continue to reflect the company's entrenched
position in the highly cyclical mining machinery market, offset
by a moderately aggressive financial profile. Through its P&H
Mining Equipment and Joy Mining Machinery divisions, the company
manufactures electric mining shovels, draglines, blast hole
drills, and complete longwall and continuous mining systems.

Demand for new equipment can vary sharply; it is tied to capital
expenditure programs for production of coal, copper, iron ore,
and other metals and minerals. Demand for new surface mining
equipment remains depressed, reflecting very soft commodity
prices. Moreover, pricing on certain types of surface mining
machines can be very intense, contributing to margin compression
and volatile results.

However, a significant portion of the company's revenues comes
from the relatively stable aftermarket for parts and service,
which somewhat improves cash flow stability. There are very few
equipment suppliers and Joy enjoys substantial market shares for
its products in the new machines and aftermarket parts side of
the business.

Joy's capital structure is moderately leveraged, with total debt
to EBITDA around 2.3 times and interest coverage around 3.1x for
the year ended Oct. 31, 2001. In the future, total debt to
EBITDA is expected to average 2.5x-3.0x and interest coverage is
expected to average 3.5x-4.0x. Funds from operations to total
debt should average 25%. Although, Joy is expected to remain
within expected credit protection levels, measures can be
expected to vary widely due to very volatile end-market demand.
To help offset wide swings in financial performance, management
continues to focus on the more stable aftermarket parts
business. Acquisition activity is expected to be modest in the
near term, with possible small niche product line or parts and
service purchases.


Relatively stable aftermarket demand is expected to help
mitigate cash flow declines during downturns in demand for new
machines. An expected moderately aggressive financial profile
will restrict upside ratings potential.

                         *   *   *  

Joy Global is the Reorganized Debtor that emerged from
Harnischfeger Industries, Inc., et al.'s chapter 11

KAISER ALUMINUM: Look for Schedules & Statements in Mid-June
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger in
Wilmington, Delaware, informs the Court that for numerous
reasons, Kaiser Aluminum Corporation and its debtor-affiliates
were not able to assemble, prior to the petition date, all of
the information necessary to complete and file comprehensive
Schedules of Assets and Liabilities and Statements of Financial
Affairs as required by 11 U.S.C. Sec. 521(1).  Some of the
reasons are:

A. the substantial size and scope of the Debtors' businesses;

B. the complexity of the debtors' financial affairs;

C. the limited staffing available to perform the required
     internal review of the Debtors' accounts and affairs, to
     make sure that information submitted by each of the remote
     locations is complete and is prepared on a consistent basis
     and to combine the separate information into a complete and
     cohesive form;

D. the Debtors' utilization of decentralized accounting systems
     since the operation of the Debtors' four business units are
     unique from each other and use separate accounting
     information systems;

E. the necessity of the Debtors' limited financial, accounting
     and legal staff also meet numerous, ongoing reporting
     obligations as public companies, including reporting
     requirements under applicable securities laws and
     regulations; and,

F. the press of business incident to the commencement of these
     chapter 11 cases.

Mr. DeFranceschi relates further that the Debtors have about
100,000 active vendors, 3,000 active employees and more than
100,000 other creditors.  Ascertaining pertinent information,
including addresses and claim amounts for each of these parties,
to complete the Schedules and Statements on a Debtor-by-Debtor
basis is a Herculean task.

Mr. DeFranceschi indicates that the Debtors believe they can
prepare and file their Schedules & Statements by June 14, 2002,
and ask Judge Katz for an extension of the deadline imposed by
Bankruptcy Rule 1007 and Local Rule 1007-1(d) through that date.
(Kaiser Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

KMART CORP: Wayerhaeuser Demands Prompt Decision on Contracts
Weyerhaeuser Company provides large-scale collection,
transportation, and disposal of non-hazardous solid waste for
Kmart Corporation in all fifty of the United States, Puerto
Rico, Guam and the U.S. Virgin Islands -- a total of
approximately 2,100 stores.

Under the terms of the Contract, Richard B. Herzog Jr., at
Nelson, Mullins, Riley & Scarborough LLP, relates that
Weyerhaeuser has agreed to solicit and maintain contracts with
waste haulers to:

    (a) haul away solid waste from Kmart locations at the lowest
        reasonable prices,

    (b) institute efficiency procedures for waste hauling,

    (c) review Hauler invoices for accuracy,

    (d) pay waste Haulers, and

    (e) provide regular accountings to Kmart regarding the

With respect to certain stores, Mr. Herzog states, Weyerhaeuser
has also agreed to collect, haul, and deliver to a recycling
site baled "old corrugated containers", which are essentially
used cardboard boxes, when the area market rate provides Kmart
with a credit after netting the cost of hauling, remit to Kmart
all proceeds of OCC net of hauling, provide regular accountings
to Kmart regarding OCC hauling and recycling, and train Kmart
personnel regarding OCC.

The Contract has yet to expire on January 31, 2003.  According
to Mr. Herzog, either Kmart or Weyerhaeuser has the option to
terminate the Contract without cause and without penalty
provided that a written notice will be sent to the other party.  
In addition, Mr. Herzog notes, either party may terminate the
Contract at any time in the event of:

    (i) material breach by the other party,

   (ii) material failure of any covenant, representation, or
        warranty in the Contract,

  (iii) insolvency of either party of the institution of
        proceedings by or against the other party under any
        federal or state bankruptcy or insolvency laws,

   (iv) as assignment by the other party for the benefit of all
        or substantially all of its creditors, or

    (v) a cessation of operations by the other party.

Mr. Herzog informs Judge Sonderby that the Contract allows
Weyerhaeuser to contract with one or more subcontractors in
order to fulfill its obligations related to the Services.  
Weyerhaeuser did just that by entering into a Solid Waste
Management Services Agreement dated November 2000 with Waste
Integrated Service Center Inc.  Under the Subcontract, Waste
Inc. assumed all of Weyerhaeuser's duties and obligations to
Kmart in exchange for valuable consideration.

Through Waste Inc., Mr. Herzog says, Weyerhaeuser has indirectly
contracted over 200 Haulers to provide the Services.  Each of
the Haulers has a separate contract with Waste Inc. and the
Haulers may terminate these contracts according to their terms
without interference from the automatic stay.

According to Mr. Herzog, Weyerhaeuser bills Kmart approximately
2,000,000 per month for the services.

Mr. Herzog contends that the Court should lift the automatic
stay to permit Weyerhaeuser to terminate the contract upon five
days' notice based on a material breach of the Contract by

Weyerhaeuser complains that it has submitted to Kmart
approximately $1,399,194 worth of pre-petition invoices for
solid waste hauling services by Kmart has failed to make these
payments within the 30 days required under the Contract.  "This
constitutes as a material breach of the Contract," Mr. Herzog

In addition, Mr. Herzog tells the Court that an additional
$5,000,000 related to pre-petition services has either been
billed and is not yet due or has been earned but cannot be
billed because of the automatic stay.

"Weyerhaeuser has no reason to believe that Kmart intends to
cure the existing breach and has every reason to believe that
Kmart will be in breach in the amount of $6,400,000 within 60
days," Mr. Herzog says.

Until Kmart's Schedules and Statements are filed, Mr. Herzog
notes, Weyerhaeuser will have no idea whether Kmart is
sufficiently sound to pay administrative expenses for post-
petition services performed.

According to Mr. Herzog, Weyerhaeuser has already suffered great
harm as a result of Kmart's material breach of the Contract.  
"If Weyerhaeuser and its subcontractors are not allowed to
terminate the Contract pursuant to the 90-day termination-
without-cause provisions, Weyerhaeuser risks additional harm
related to future solid waste hauling," Mr. Herzog explains.

In addition, Mr. Herzog informs Judge Sonderby, that
Weyerhaeuser has little or no control of Haulers who are sub-
subcontractors. "Some of these Haulers have threatened to stop
performing solid waste hauling for Kmart until they are paid for
past services performed," Mr. Herzog reports.

Furthermore, Mr. Herzog continues, if Weyerhaeuser is not
allowed to terminate the Contract, it will likely be required to
undertake the expensive and time-consuming task of soliciting
new Haulers, negotiating with them, investigating them, and
establishing new hauling services.  Weyerhaeuser doubts these
costs can be recouped.

And because of Kmart's questionable financial strength, Mr.
Herzog says, any new Haulers are likely to demand higher rates
to compensate for the additional risk.  "If Weyerhaeuser is
obligated to compensate these new Haulers, Weyerhaeuser doubts
it can pass this higher cost to Kmart," Mr. Herzog adds.

But if the Court won't allow Weyerhaeuser to terminate the
Contract for cause upon five days' written notice, then
Weyerhaeuser asks Judge Sonderby for permission to terminate the
Contract without cause upon 90 days' notice.  This motion should
serve as notice to Kmart of Weyerhaeuser's intent, Mr. Herzog

In the alternative, Weyerhaeuser asserts that the Court should
compel Kmart to assume or reject the Contract immediately.
(Kmart Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

KMART CORPORATION: Intends to Close 284 Underperforming Stores
Kmart Corporation (NYSE: KM) earlier announced that it intends
to close 284 under-performing stores as part of its initial
Chapter 11 financial objectives review. Kmart has asked the
Bankruptcy Court to give final approval of the closure of these
stores at a hearing in Chicago on March 20, 2002.

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, .

DebtTraders reports that Kmart Corp.'s 9.875% bonds due 2008
(KMART18) are trading between 44.5 and 45.5. See  
real-time bond pricing.

LTV: DEP Asks Steel Unit to Remediate 7 Sites in Southwest PA
The Department of Environmental Protection (DEP) announced it
has ordered LTV Steel Co. Inc. of Independence, Ohio, to address
environmental liabilities at four coal mining facilities and
three steel manufacturing facilities in Southwest Pennsylvania.

The department's order was precipitated in part by a recent
bankruptcy court order approving LTV's motion to liquidate its
assets and terminate all of its business activities.

"We hope LTV will address its environmental obligations at its
Pennsylvania facilities to a greater extent than its liquidation
plan proposes," said Charles A. Duritsa, DEP's Southwest
Regional Director.  "If the company chooses not to do so, DEP
will petition the bankruptcy court to allocate a greater portion
of LTV assets, which are not being used to address employee
benefits, to satisfy the company's environmental liabilities.  
The department will make every effort to ensure that LTV's
compliance with the orders does not interfere with LTV's funding
of retiree benefits."

The LTV facilities, now closed, include three underground coal
mines, one coal refuse disposal area and three steel
manufacturing facilities with related residual and hazardous
waste disposal sites.  The facilities are: Banning Mine,
Rostraver and South Huntingdon townships, Westmoreland County;
Clyde Mine, East Bethlehem Township, Washington County;
Russellton Mine and coal refuse pile, West Deer Township,
Allegheny County; Nemacolin coal refuse pile, Nemacolin, Greene
County; Pittsburgh Works, Hazelwood, Allegheny County; Midland
Steel Co. and East Mills Disposal Area, Midland, Beaver County;
and Aliquippa Works/Black's Run and Crows Island disposal areas,
Aliquippa, Beaver County.

DEP's order concerning the mining sites addresses water
treatment obligations at the Banning, Clyde and Russellton
mines, and the Russellton and Nemacolin coal refuse piles.  The
order also addresses land reclamation obligations at the
Nemacolin coal refuse pile.

At each of the three underground mines, groundwater accumulates
in the underground mine workings to form mine pools.  The water
is polluted with elevated acidity and dissolved metals and forms
mine drainage.  If allowed to rise unchecked, the pressure of
these pools can cause sudden and intense breakouts of mine
drainage where the pool elevation intersects the land surface
and waterways.

"We have come a long way in the treatment of this drainage and
in cleaning up our rivers and their tributaries," DEP Director
of District Mining Operations Jim Brahosky said.  "Discontinuing
the treatment of mine drainage at any of the mining sites would
have serious, devastating effects on our waterways."

In order to prevent such breakouts, LTV has continuously pumped
mine water from each mine pool for several years.  Collectively
at the three mines, LTV pumps and treats approximately 13.5
million gallons of mine drainage daily at a cost of about $2
million a year.

Under the approved liquidation plan, LTV would discontinue
operating these pumping and treatment facilities after Sept. 30.  
It will take approximately six months following the cessation of
pumping activities for the mine pools in each mine to reach the
point where they will break out.

DEP directed LTV to continue its pumping and treatment
activities forever, or provide for the perpetual pumping and
treatment of the mine pools.  To achieve this, LTV needs to set
aside enough money to pay for the continued operation of the
pumping and treatment operations after it liquidates.

The order also directs LTV to continue collection and treatment
of the seeps on the Nemacolin site, to extinguish the fire in
the refuse pile and to reclaim the pile.

In addition to the mining sites, LTV operated three steel making
facilities in the area.  In November 2001, LTV submitted to DEP
a cleanup plan for the Hazelwood Coke Plant and then withdrew it
in order to make revisions. Consistent with LTV's liquidation
plan, DEP's order directs LTV to submit a revised cleanup plan
that complies with the standards set forth in the Pennsylvania
Land Recycling and Remediation Standards Act (Act 2) and to
implement the plan by December.  The potential sale of the
property is contingent upon LTV attaining an Act 2 cleanup

DEP's order also directs LTV to clean up its former Midland
Steel and Aliquippa Works facilities and associated landfills
and to meet Act 2 cleanup standards.

Remediation of the LTV industrial sites is governed by
Pennsylvania's Land Recycling Program.  Created in 1995,
Pennsylvania's Land Recycling Program has cleaned up 1,000 old
industrial sites, areas where more than 25,000 Pennsylvanians
now work.  During Fiscal Year 2000-01 alone, 230 sites were
cleaned up.  Cleanups have taken place in 66 of the state's 67

LOEWS CINEPLEX: Secures Open-Ended Lease Decision Period
After Crystal Run Company, L.P. and EklecCo, LLC, agreed to
withdraw their objections, Judge Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York approves
the motion of Loews Cineplex Entertainment Corporation and
affiliated debtors to stretch their lease decision period.

The Court gives the Debtors until confirmation of their chapter
11 plan to assume or reject the Unexpired Leases.

Loews Cineplex Entertainment Corporation is a major motion
picture theatre exhibition company with operations in North
America and Europe. The Company filed for chapter 11 protection
on February 15, 2001. Brad Eric Scheler, Esq., Janice MacAvoy,
Esq. at Fried, Frank, Harris, Shriver & Jacobson represents the
Debtors in their restructuring effort.

MDC HOLDINGS: S&P Ratchets Corporate Credit Rating Up a Notch
Standard & Poor's raised its corporate credit rating on MDC
Holdings Inc. to double-'B'-plus from double-'B'. In addition,
ratings on the company's senior notes and mixed shelf
registration were raised. The outlook is revised to stable from

The ratings upgrade reflects the company's solid overall
financial profile, including strong cash flow protection
measures and modest leverage. The company's manageable inventory
levels, healthy gross, and operating margins are offset by a
geographic concentration in potentially weakening markets,
including Colorado and California.

Based in Denver, MDC Holdings primarily builds single-family
detached homes for the entry-level and first time, move-up buyer
under its primary brand name, Richmond American Homes. In 2001,
MDC Holdings delivered 8,100 homes at an average price of
$254,000 and ranked among the 10 largest builders in the U.S.
The company also maintains a mortgage finance business, which
captured 85% of MDC Holdings' homebuyers in 2001 (up 400 basis
points from 2000).

Currently the largest homebuilder in Colorado, MDC Holdings has
focused on leveraging this strong competitive position in its
core markets to expanding market share and increasing
profitability in Phoenix, California, and northern Virginia
markets. The improved market positions and management's emphasis
on controlling costs during the recently strong housing cycle
have helped boost gross and operating margins to above 20% and
10%, respectively. While the limited geographic diversity could
result in more volatile deliveries (the Colorado and Arizona
markets still represent 61% of deliveries), management's prudent
land inventory strategy (the three-year supply is approximately
two-thirds owned with the rest optioned) and historically solid
operating margins are expected to buffer any potential negative
impact to operating margins from slowing sales.

MDC Holdings' financial profile has strengthened considerably
over the past five years. The company has consistently improved
debt protection measures and lowered leverage while profitably
expanding its sales. Leverage, not considering cash balances,
remains at a very modest level in the mid-30% range, and the
debt maturity schedule is very manageable. Maturities include a
mortgage warehouse facility maturing in 2003 ($100 million
outstanding at year-end), an unsecured credit facility maturing
in 2004 ($0 million outstanding with $450 million capacity), and
a $175 million unsecured note maturing in 2008. Further, MDC
Holdings doesn't engage in joint ventures, sale-leaseback
financings, or other off-balance-sheet financings. The combined
impact of lower leverage, favorable interest rates, and strong
selling price improvement has resulted in solid debt coverage
measures, with EBITDA interest coverage measures currently in
excess of 10 times. These measures will undoubtedly contract as
the housing market slows but should remain comfortably in excess
of 5x.

                    Outlook: Stable

MDC Holdings' has achieved solid top- and bottom-line growth
during the recent strong housing cycle, which has bolstered the
company's healthy operating margins and solid financial profile.
It is assumed that a softening in housing demand in 2002 will
eventually weigh on currently robust operating margins and thus
financial measures. However, Standard & Poor's expects MDC
Holdings to maintain its solid financial profile while
continuing to modestly diversify its geographic concentration.

                      Ratings Raised

     MDC Holdings Inc.                     Ratings
                                      To             From

     Corporate credit rating          BB+            BB

     US$175 million 8.375% senior
        notes due 2008                BB+            BB

     *US$300 million mixed shelf
          registration                BB+/BB-        BB/B+
          *Preliminary ratings

MESA AIR GROUP: Sets Annual Shareholders' Meeting for 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
        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.

Mesa Air Group is finally taxiing off into profitability after
being grounded with three years of flat sales and losses. The
company, which owns three US regional carriers, is adding
regional jets to its fleet while cutting back on unprofitable
turboprops. Mesa Air serves more than 140 North American cities
in the US (in 36 states and the District of Columbia), Canada,
and Mexico. One of the firm's regional carriers, Mesa Airlines,
operates as America West Express in the US Southwest and as US
Airways Express in the East and Midwest under code-sharing
arrangements. Mesa Air Group's other carriers, Air Midwest and
CCAIR, operate as US Airways Express. The group's code-sharing
affiliations account for 95% of sales. At June 30, 2001, the
company reported a working capital deficit of about $25 million.

MUTUAL RISK: Looks to Greenhill for Help in Fin'l Restructuring
Mutual Risk Management Ltd. (NYSE:MM) announced that it has
signed a definitive agreement with The BISYS Group Inc., for the
sale of its fund administration business, Hemisphere Management
Ltd.  Pursuant to the agreement the Company expects to receive
cash proceeds from the sale of approximately $110 million and to
report a gain on the sale of approximately $100 million after-
tax. Completion of the transaction is subject to regulatory
approval and other usual terms and conditions. The proceeds of
the sale will be used to repay indebtedness and the Company's
banks and debenture holders have approved the transaction.

Mutual Risk also announced that it has retained Greenhill & Co.,
LLC, an independent global merchant banking firm, to assist in
developing a restructuring of its balance sheet.

Mutual Risk also announced that Mr. Welford Tabor, Mr. Michael
Esposito, Ms. Fiona Luck and Mr. Bruce Connell, directors of the
Company designated by holders of the Company's 9-3/8%
Convertible Debentures, have resigned as directors. An
additional director, Mr. William Galtney, also resigned.

Mutual Risk Management Ltd. provides risk management services to
clients in the United States, Canada and Europe seeking
alternatives to traditional commercial insurance for certain of
their risk exposures, as well as financial services to offshore
mutual funds and other companies. Mutual Risk Management Ltd.
(MM) Common Shares are listed on the New York and Bermuda stock

NATIONAL STEEL: S&P Drops Ratings to D After Chapter 11 Filing
On March 6, 2002, Standard & Poor's lowered all of its ratings
on National Steel Corp. to `D'. This action followed the
company's announcement that it has filed a voluntary petition to
reorganize under Chapter 11 of the U.S. Bankruptcy Code.
National Steel, based in Mishawaka, Indiana is the nation's
fifth-largest integrated steel manufacturer. National is the
32nd steel company to file for bankruptcy protection since 1997,
highlighting the difficult industry conditions and the
detrimental effect of these condition on steel company credit

The recent announcement by the Bush administration of steel
import tariffs of up to 30%, which are intended to help U.S.
steelmakers like National, will likely take time before they
produce benefits for the industry. In addition, the
administration's plan does not address the retiree healthcare
and pension benefits, or "legacy costs" that have rendered the
cost structure of integrated steel producers noncompetitive.

National has a secured $450 million debtor-in-possession credit
facility to cover operating costs after the bankruptcy filing.
National also plans to continue its merger discussions with U.S.
Steel, as well as to seek other alternatives.

DebtTraders reports that National Steel Corp.'s 8.375% bonds due
2006 (NATSTL1) are trading between 17.5 and 19.25. See  
real-time bond pricing.

NATIONAL STEEL: Secures Interim Approval of $230MM DIP Financing
National Steel Corporation, Inc., (NYSE: NS) announced the court
granted the Company approval to use up to $230 million of its
$450 million debtor-in-possession financing on an interim basis
to continue operations, pay employees, and purchase goods and
services going forward during the restructuring period. National
Steel had previously reached an agreement in principle for its
DIP financing with the existing senior secured bank group.  The
final hearing on the DIP financing has been set for April 2,

The Company also confirmed it had received court approval to,
among other things, pay pre-petition and post-petition employee
wages and salaries during its voluntary restructuring under
Chapter 11.

As announced March 6, 2002, to reduce its debt and to
restructure its operations and balance sheet and ensure
sufficient liquidity to continue to grow its business, National
Steel and its wholly owned subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy

National Steel Chairman and Chief Executive Officer Hisashi
Tanaka said he was pleased with the court's approval of its
"first-day" orders and interim DIP financing.

"We fully anticipate that the combination of DIP financing and
cash flow from our businesses will provide adequate funding for
our post-petition supplier and employee obligations and business
investments," said Mr. Tanaka.

"Our customers have expressed their support of our action and
pledged their commitment to us as a valued supplier.  Similarly,
our major vendors have expressed a willingness to continue to do
business with us on normal terms going forward," Mr. Tanaka

Employee wages and salaries will continue as before.  All
suppliers will be paid on normal terms for goods furnished and
services provided after the filing date.

The Chapter 11 petitions were filed in the U.S. Bankruptcy Court
for the Northern District of Illinois in Chicago.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons.  National Steel employs approximately 8,400
employees.  For more information about the company, its products
and its facilities, please visit the National Steel's Web site

NETIA HOLDINGS: Lays-Out Information Re Debt Restructuring Terms
In response to queries from investors, Netia Holdings S.A.
(Nasdaq: NTIA, WSE: NET) announces further details of the
economic terms of its debt restructuring reached on March 5,

These details are attached hereto as Annex A. The debt
restructuring is subject to certain conditions. As announced on
March 5, the Extraordinary General Meeting of Netia's
shareholders scheduled for March 5 was adjourned to March 12 in
order to allow the Ad Hoc Committee of Noteholders and other
Noteholders to sign the agreement.

Netia is the leading alternative fixed-line telecommunications
provider in Poland. Netia provides a broad range of
telecommunications services including voice, data and Internet-
access and commercial network services. Netia's American
Depositary Shares are listed on the Nasdaq National Market
(NTIA), and the Company's ordinary shares are listed on the
Warsaw Stock Exchange. Netia owns, operates and continues to
build a state-of-the-art fiber-optic network that, as at
December 31, 2001, had connected 343,802 active subscriber
lines, including 97,994 business lines. Netia currently provides
voice telephone services in 24 territories throughout Poland,
including in six of Poland's ten largest cities.

          Detailed Terms for the Restructuring

   The Company:            Netia Holdings S.A.

   The Issuers:            BVI and BVII

   The Guarantor:          Netia Holdings S.A.

   Currency Swaps:         Means the JPMorgan Swaps and any
                           currency swap and related agreements
                           between the Company and/or its
                           subsidiaries, on the one hand, and
                           Merrill Lynch, on the other hand,
                           intended to hedge the Company's
                           obligations with respect to the

   JPMorgan Swaps:         Means (1) the ISDA Master Agreement
                           dated 18th January 2001 between
                           JPMorgan and BVIII as swap counter-
                           parties and (2) the Letter dated 10th
                           January 2002 between JPMorgan and
                           BVIII relating to the close out of
                           all swap transactions then
                           outstanding under (1) above, and (3)
                           all credit support documents relating
                           thereto including the Deed of
                           Undertaking and Guarantee dated 18th
                           January 2001 provided by South,
                           Telekom and BVIII in favor of
                           JPMorgan, various subordination
                           agreements made between JPMorgan,
                           Telekom, South, BVII and the Company
                           dated 28th February 2001 and the
                           revocable guarantee given by
                           the Company in favor of JPMorgan
                           dated 20th February 2002.

   Swap Creditors:         Means JPMorgan and Merrill Lynch.

   Restructuring:          The Notes (including all accrued
                           interest) and the JPMorgan Swaps will
                           be cancelled, terminated, exchanged
                           and/or setoff (as appropriate) and
                           replaced with:

                              (i) Debt: Euro 50 million of new
                           Senior Secured Notes due 2008 with
                           terms as set out in Appendix 1; and

                             (ii) Equity: the Restructuring
                           Shares. As part of the Financial
                           Restructuring, the existing
                           shareholders of the Company will
                           retain 9% of the ordinary share
                           capital of the Company immediately
                           following the Financial Restructuring
                           Consummation. The existing
                           shareholders of the Company will
                           also be issued two and three year
                           freely transferable and assignable
                           Warrants with each tranche covering
                           7.5% of the equity outstanding
                           immediately following the
                           Financial Restructuring Consummation
                           (and after the provision of 5.0% of
                           the issued ordinary share capital of
                           the Company immediately following the
                           Financial Restructuring Consummation
                           for a management share option plan).
                           The strike price applicable to
                           Warrants in each tranche will
                           correspond to the volume weighted
                           average share price for the 30           
                           trading days beginning 31 days
                           following the Financial Restructuring
                           Consummation in accordance with the
                           terms and subject to the conditions
                           of this Term Sheet and the
                           Restructuring Agreement to which this
                           Term Sheet is attached. The Company
                           will use its commercial best efforts
                           to list the Warrants on the Warsaw
                           Stock Exchange.

                     (iii) Cash: Cash on hand will be retained
                           by the Company. The escrowed funds
                           in respect of the 2000 Notes are
                           presently subject to a TRO obtained
                           by the Company under Section 304
                           U.S. Bankruptcy Code. It is agreed
                           that the TRO will remain in force
                           until the later of the Financial
                           Restructuring Consummation and the
                           ratification of the Polish
                           Arrangement Proceedings by the U.S.
                           Bankruptcy Court. Prior to the
                           Financial Restructuring Consummation,
                           the Escrowed Funds will remain on
                           deposit with the 2000 Notes' Trustee,
                           State Street Bank and Trust Company.
                           Upon the Financial Restructuring
                           Consummation it is agreed that the
                           Escrowed Funds will be turned over to
                           the Company. Should for any reason
                           the Financial Restructuring
                           Consummation fail to occur upon the
                           terms and subject to the conditions
                           of this Term Sheet and the
                           Restructuring Agreement to which this
                           Term Sheet is attached, then the
                           legal and/or other rights of the
                           Company, State Street and each
                           Consenting Noteholder to seek to set
                           aside the TRO and/or to seek to turn
                           over of all or part of the Escrowed
                           Funds either to the Company, or to
                           each Consenting Noteholder, or to
                           holders of the 2000 Notes,
                           respectively, shall be expressly
                           reserved. The Debt and Equity
                           consideration due to the Noteholders
                           and JPMorgan will be allocated (i) as
                           to the 91% Equity, 9.2% to JPMorgan
                           and 81.8% to the Noteholders and (ii)
                           as to the New Notes, 9.2% to JPMorgan
                           (being the amount of Euro 4,600,000)
                           and 90.8% to the Noteholders (being
                           the amount of Euro 45,400,000).

    General Unsecured
    Obligations:           All general unsecured trade creditors
                           of the Company will remain unaffected
                           by the proposed Restructuring and
                           will be paid in full as such claims
                           become due and payable. The
                           Noteholders and the Swap Creditors
                           will waive any claims they may
                           otherwise have in respect to the
                           Company Group paying all general
                           unsecured trade creditors in
                           connection with the Restructuring

   Ordinary Shares:        The Company's shareholders shall be
                           required to consent to the increase
                           of the Company's share capital (and
                           to the exclusion of statutory pre-
                           emption rights within the meaning of
                           article 433 section 2 of the Polish
                           Commercial Companies Code of 15
                           September 2000) necessary to create
                           sufficient share capital of the
                           Company to enable ordinary shares to
                           be allotted (i) for the purpose of
                           implementing the Financial
                           Restructuring and (ii) to
                           provide for the management share           
                           option plan to be established
                           pursuant to the proposed Financial
                           Restructuring. The Restructuring
                           Shares will carry pre-emption rights.  
                           Additional anti-dilution rights;
                           subject to further discussion.  
                           Following the issue of the
                           Restructuring Shares it is intended
                           that the number of shares will be
                           reduced through a reverse stock
                           split. Structure of

    Transaction:           The cancellation of the Notes and
                           termination of the JPMorgan Swaps in
                           exchange for New Notes and the
                           Restructuring Shares will be
                           implemented through an exchange offer
                           undertaken as part of the Dutch
                           Composition Proceedings and the
                           Polish Arrangement Proceedings.

    Undertakings:          The Noteholders shall agree to waive
                           all defaults arising under the
                           Indentures pertaining to the Notes.
                           Noteholders representing at least 95%
                           of the total value of the Notes and
                           JPMorgan shall enter into formal
                           undertakings committing them to
                           support the Financial Restructuring
                           upon the terms and subject to the
                           conditions specified herein and upon
                           the terms and subject to the
                           conditions of the Restructuring
                           Agreement to which this Term Sheet
                           shall be attached. The Restructuring
                           Agreement shall contain appropriate
                           voting undertakings from Consenting
                           Noteholders and JPMorgan which shall
                           ensure that if any such holder sells,
                           assigns or otherwise conveys its
                           respective claim, the transferee's
                           assumption of the undertakings shall
                           be a condition of such a sale,
                           assignment or conveyance of those
                           claims. In the formal undertakings,
                           the Consenting Noteholders shall
                           disclose their identities and
                           holdings of each series of Notes and
                           shall agree to co-operate with the
                           Company in connection with the
                           Restructuring Steps.

    Management &
    Undertakings:          The Company and its management shall
                           take all requisite actions as may be
                           necessary to effect the Financial
                           Restructuring and the Restructuring

    Requirements:          One or more registration exemptions
                           for the New Notes and the
                           Restructuring Shares will be availed
                           of in the US and/or the UK, failing
                           which registration will take place in
                           the US and/or UK as required by
                           applicable laws. In respect of
                           Poland, registration of the share
                           capital increase contemplated
                           hereunder is subject to notification
                           and/or consent of such increase to
                           the Polish Securities and Exchange
                           Commission (Komisja Papierow                
                           Wartosrowych I Gield) as well as the
                           consent of the Warsaw Stock Exchange
                           for listing of the new issue of
                           equity and standard Court ---
                           registration procedure.

    Senior Credit
    Facility:              Upon the Financial Restructuring
                           Consummation, the Company will use
                           its commercial best efforts to enter
                           into a revolving credit facility up
                           to Euro 50 million (as may be
                           required) on terms which are
                           reasonably acceptable to the
                           Committee or its successors. The
                           revolving credit facility will have a
                           first priority secured position over
                           the assets and the undertakings of
                           those companies within the Company's
                           group and be senior to the New Notes.

   Dividends:              Until the Financial Restructuring
                           Consummation, the Company will use
                           its commercial best efforts to have
                           the shareholders cause the Company
                           not to pay dividends.

   Listings:               The Company will use its commercial
                           best efforts to retain the listing of
                           its ordinary shares on the WSE and of
                           its ADSs on Nasdaq and to list the
                           New Notes on the Luxembourg Stock

   Information Rights:     The Company will remain subject to
                           the periodic reporting requirements
                           imposed by the Securities Exchange
                           Act of 1934 and the Polish Public
                           Trading in Securities Law of 1997. In
                           addition, the Company proposes to
                           produce quarterly unaudited
                           financial statements and annual
                           audited financial statements, and
                           make these available to the public
                           and to the holders of New Notes in
                           accordance with applicable law.

   Observation Rights:     Consenting Noteholders shall have the
                           observation and other rights at the
                           Supervisory and Management Board
                           meetings of the Company set forth in
                           the Restructuring Agreement.

   Employee plans:         The Company will provide for a
                           management share option plan covering
                           5% of the Company's fully diluted
                           ordinary share capital immediately
                           following the Financial Restructuring
                           Consummation but before issuance of
                           Warrants to the shareholders of the
                           Company. Options granted will be
                           priced at fair market value at the
                           several date(s) of issuance.
                           The Company also will provide for an
                           appropriate cash retention plan for
                           key employees. Terms of the key
                           employee retention plan, including
                           amounts of cash awards and identities
                           of recipients, will be agreed between
                           the current Supervisory Board and the
                           Committee. The specific identities of
                           share recipients, amounts of share
                           grants, and other terms of the
                           management share option plan shall be
                           as determined by the Company's
                           Supervisory Board following the
                           Financial Restructuring Consummation.

   Advisory fees:          All fees to the professionals
                           incurred as part of the Financial
                           Restructuring shall be paid by the
                           Company in accordance with the terms
                           of engagement agreed in writing with
                           them prior to the Financial
                           Restructuring Consummation. Fee
                           arrangements not previously agreed to
                           by the Company and by the Committee
                           must be reviewed and agreed to by the
                           Company provided that such fee
                           arrangements shall be disclosed to
                           the Committee.

   Share Allocation -
   Illustration:           Assuming 10,000,000 of the Company's
                           ordinary shares were outstanding
                           immediately following the Financial
                           Restructuring Consummation, 9,100,000
                           shares (91.0%) would represent
                           Restructuring Shares, and 900,000
                           shares (9%) would be retained by the
                           existing shareholders as a group. An
                           aggregate of 526,315 additional
                           shares (i.e., 10,000,000 divided by
                           0.95 minus 10,000,000) would be made
                           available for the management share
                           option scheme. An aggregate           
                           additional 1,857,585 shares
                           (i.e., 10,526,315 divided by 0.85
                           minus 10,526,315) would be made
                           available for the Warrants.
                    Term Sheet for New Notes

    Original Aggregate
    Principal Amount:       EUR 50 million

    Currency Denomination:  Euro

    Issuer:                 A Dutch company in the Company's
                            group of companies.

    Interest:               Payable semi-annually in cash or in
                            kind at the Company's option for up
                            to four interest payment periods at
                            a rate of 10% per annum if paid in
                            cash, and 12% per annum if paid in

    Maturity:               Six years from date of issuance.

    Security and
    Guarantee:              Subject to the first priority
                            secured position of the proposed
                            revolving credit facility, the New
                            Notes shall be secured to the extent
                            permitted by applicable law over the
                            assets and undertaking of the
                            companies in the Company's group of
                            companies, including, for the
                            avoidance of doubt, each of the
                            Company, Telekom and South.
                            The Issuer's obligations under the
                            New Notes will be cross-guaranteed
                            by the significant subsidiaries of
                            the Company.

    Arrangements:           The relationship between the New
                            Notes and the Senior Credit Facility
                            will be regulated by an
                            intercreditor deed, which will
                            contain usual provisions relating to
                            priority and enforcement.

    Optional Redemption:    The New Notes will be subject to           
                            redemption  at the option of the
                            Issuer upon such terms to be agreed
                            between the Company and counsel for
                            the Committee.

    Mandatory Redemption:   The New Notes will be mandatorily
                            redeemable at 101% of their
                            principal amount plus accrued
                            interest upon a change of control.
                            The New Notes must be redeemed
                            at par plus accrued interest with
                            the proceeds of asset sales.

    Covenants:              Substantially as set out in the
                            Indentures for the Notes, with such
                            amendments as may be agreed between
                            the Company and counsel for the

    Events of Default:      Substantially as set out in the
                            Indentures for the Notes, with such
                            amendments as may be agreed between
                            the Company and counsel for the

    Listing:                Luxembourg Stock Exchange

    Law:                    State of New York

DebtTraders reports that Netia Holdings SA's 13.500% bonds due
2009 (NETH09PON2) are trading between 18 and 20. See
for real-time bond pricing.

NEVADA BOB'S: Fails to Meet TSE Continued Listing Requirements
The Toronto Stock Exchange is reviewing the common shares and
the 8% Redeemable Convertible Subordinated Debentures of Nevada
Bob's Golf Inc. (Symbol: NBC, NBC.DB) with respect to meeting
the requirements for continued listing. The company is being
reviewed on an expedited basis.

NORAMPAC: S&P Ups Ratings to BB+ over Good Operating Performance
Standard & Poor's, March 5

Standard & Poor's raised its ratings on Norampac Inc. to 'BB+'
on March 5, 2002.

The ratings on Norampac reflect its sound financial profile
characterized by moderate debt levels and healthy credit
measures. The ratings also reflect a below-average, yet
improving, business profile that includes a good cost and market
position but limited geographic and product diversity.

Although prices will remain under pressure in the near term, the
company has demonstrated its ability to maintain reasonable
earnings and steady credit measures in the wake of both price
deterioration and production downtime. Furthermore, the recent
acquisition of converting facilities improves Norampac's level
of forward integration and increases penetration in the U.S.
where the company is slowly expanding its small market share.

Sharply weaker demand in containerboard markets in 2001 has
prompted industry participants to reduce output, and the
resulting price declines have been less than expected. Although
the sustainability of current market conditions is questionable
as prices remain under pressure, Norampac's low costs and strong
market position should ensure that its operating margins average
about 20% through the cycle, which are appropriate for the
rating category.

Norampac, a joint venture created in January 1998 from the
amalgamation of the containerboard operations of Domtar Inc. and
Cascades Inc., is Canada's largest box producer. The company has
strong customer coverage across the country and, as a result,
has leading market shares in all regions. Profitability
improvements resulting from the integration of both firms'
respective operations have exceeded expectations.

Norampac's bank loan and credit facility are rated one notch
higher than the corporate credit rating because of the
reasonable prospect for full recovery in the event of default.
Standard & Poor's does not attribute any direct credit support
to Norampac from its ownership by Domtar and Cascades.


Although prices for containerboard remain under pressure from
weak demand, good supply discipline across the industry should
continue to moderate price deterioration. During this period,
management's commitment to a moderate capital structure should
result in credit measures that are healthy for the rating

                    Financial Statistics

Norampac will continue to generate meaningful free cash flow,
and total debt to EBITDA should remain below 2.0 times in 2002,
down from an aggressive 5.0x in 1998. This, coupled with total
debt to capital of 35%-45%, should result in financial
parameters that are healthy for the rating category.
The company's narrow focus on containerboard, a commodity
product subject to volatile prices, will result in cyclical cash
flow protection measures. Funds from operations to total debt
should continue to average a strong 40% in the near term,
despite potentially weaker prices for 2002, after averaging less
than 20% in 1997-1998 because of poor market conditions and
higher debt levels.

NTELOS INC: Revises Terms & Covenants Under Credit Agreement
NTELOS Inc. (Nasdaq: NTLO) announced that the Company's $325
million senior credit facility has been amended.  Specifically,
the covenants defining minimum EBITDA requirements for the year
2002 have been revised, as have certain other financial
covenants and terms of the agreement.

"We are pleased to have this amendment in place," said James S.
Quarforth, chief executive officer of NTELOS.  "We had remained
in compliance with all covenants under the agreement and we
projected continued compliance this year with all covenants
except the minimum EBITDA requirement beginning with the quarter
ended March 31, 2002. Transition of the acquired PrimeCo
operations caused a shift of costs planned for 2000 into 2001,
straining 2001 EBITDA. This amendment recognizes these timing
issues and other market conditions with a revised EBITDA

The amendment resets covenant levels for trailing 12-month
EBITDA in 2002 to take into account the Company's current
business plan. For 2003, debt to EBITDA leverage ratios have
been modified to reflect levels in line with the Company's
current business plan.  Since the Company has regularly exceeded
minimum PCS subscriber covenant levels, these requirements have
been increased -- essentially accelerated by one quarter. The
amendment also calls for the partial paydown of the credit
facility if the Company were to sell certain excess PCS spectrum
holdings or other non-strategic assets in excess of $50 million.  
An amendment fee of 0.375%, or $1.2 million, has been paid to
consenting lenders.

The credit agreement amendment will be filed as a public

NTELOS Inc. (Nasdaq: NTLO) is an integrated communications
provider with headquarters in Waynesboro, Virginia.  NTELOS
provides products and services to customers in Virginia, West
Virginia, Kentucky, Tennessee and North Carolina, including
wireless digital PCS, dial-up Internet access, high-speed DSL
(high-speed Internet access), and local and long distance
telephone services.  Welsh, Carson, Anderson & Stowe, a New York
investment firm with $12 billion in private capital, is a
leading shareholder of NTELOS.  Detailed information about
NTELOS is available online at

ORIUS CORPORATION: Lenders Agree to Forbear Until March 31, 2002
Effective February 27, 2002, Orius Corp. entered into the Sixth
Amendment to Amended and Restated Credit Agreement and
Forbearance Agreement to the Amended and Restated Credit
Agreement, dated July 5, 2000. The Amendment extends the terms
and conditions of the Fifth Amendment to Amended and Restated
Credit Agreement and Forbearance Agreement from February 28,
2002 to March 31, 2002 and includes the terms and conditions for
which the lenders forbear from exercising their rights under the
Credit Agreement and other loan documents with respect to
certain disclosed defaults. Additionally, the lenders have
agreed to increase the Company's maximum outstanding letters of
credit by $10 million from $20 million to $30 million.

On January 31, 2002, the Company received a payment blockage
notice from its senior lenders prohibiting the Company from
making its scheduled interest payment on its 12.75% senior
subordinated notes due 2010, which was due on February 1, 2002.
The failure to make the required interest payment constitutes an
event of default under the indenture relating to the notes upon
the expiration of a thirty-day grace period provided in the
indenture. If an event of default occurs and is continuing, the
trustee or the holders of at least 25% in principal amount of
the notes then outstanding may declare the principal of and
accrued interest on all of the notes to be due and payable.

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

OWENS CORNING: CSFB Reports Resolution of Intercreditor Issues
At the Court's behest, Credit Suisse First Boston, as Agent for
the Lenders under the June 26, 1997 Credit Agreement, delivered
a statement to Judge Fitzgerald regarding the resolution of the
Intercreditor Issues in the chapter 11 cases of Owens Corning,
and its debtor-affiliates.

Mark D. Collins, Esq., at Richards Layton & Finger P.A. in
Wilmington, Delaware, relates that over the past five months, as
anticipated in the Intercreditor Stipulation, the parties have
produced and inspected extensive documents, engaged in frequent
discussions, and otherwise made significant progress toward
understanding the Interereditor Issues. The Bank group believes
this progress was achieved in large measure because the Court
would be asked to extend the Debtors' Exclusive Periods.  The
Banks believe it is important for the Court now to put into
place a mechanism to move the parties from merely examining
these issues to actually resolving them.

Mr. Collins points out that the dilemma for the parties and the
Court is how to resolve any potential objections to the Banks'
claims against the subsidiary guarantors without the cost and
delay likely to follow from all-out litigation.  This concern is
heightened because the Intercreditor Issues themselves have been
something of a moving target.  While the issues all stem from
expected efforts by other Owens Corning creditors to invalidate
the Banks' separate guaranty-based claims against various OC
subsidiaries, no formal challenges to those claims have yet been
filed, and the issues raised in discussions continue to shift
and evolve. Sometimes discussions have focused on a threatened
attempt to set aside the entire Owens Corning corporate
structure through substantive consolidation, which would pool
all assets to the detriment of the Banks and the benefit of
bondholders and asbestos claimants; at other times, the parties
have floated theories based on fraudulent conveyance, successor
liability, or constructive trust.

The Banks believe that discovery to date has confirmed that
these attempts to defeat their bargained-for rights against the
subsidiaries will fail. Mr. Collins submits that Owens Corning
is a world-class company with a typical, well-maintained
corporate structure, and discovery has surfaced no hint of
impropriety, abuse of the corporate form to thwart creditors, or
any other facts that might justify radically altering either the
company's structure or the relative rights of its creditors.  
But all-out litigation to resolve these issues -- while perhaps
ultimately unavoidable -- would be expensive and time-consuming.

The Bank Group believes that, in the short term, the Court
should focus on a related issue that has emerged as perhaps the
most significant point of disagreement between the Banks and the
Debtors -- the relative values to be ascribed to the various
companies that gave guaranties to the Banks in connection with
the 1997 credit facility.  The Bank Group believes, based on its
review of the Debtors' books and records, that the value of the
Owens Corning subsidiary guarantors is sufficient to pay a
significant portion of the Banks' claims.  The Debtors, in
contrast, have suggested that the subsidiaries are far less
valuable than the Bank Group has maintained.

Mr. Collins states that resolving this valuation issue, at least
as to the key Owens Corning subsidiaries, should be a more
straightforward matter than full-scale litigation of every
theory the other creditor groups might concoct to challenge the
Banks' claims.  Doing so now will also help focus the case for
resolution by:

A. providing a potential basis for settlement between the
     Debtors and the Bank Group,

B. depending on which subsidiaries are found to have the most
     significant value, narrowing and framing the remaining
     Intercreditor Issues for resolution, and

C. educating the Court and the parties on the facts that will
     inform the resolution of such further issues and, indeed,
     the crafting of a confirmable plan or plans of

The Bank Group proposes that a specific schedule be put into
place now for the Court to resolve any legal and factual issues
found to be standing in the way of a consensual valuation of the
key subsidiaries. (Owens Corning Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

PNC Mortgage: Fitch Keeps Watch on Low-B Certificates Ratings
Fitch Ratings places the following PNC Mortgage Securities Corp.
mortgage pass-through certificates on Rating Watch Negative:

     --Series 1998-3 Group I class IB-5 'B'; --Series 1998-3
Group II class CB-5 'B';

     --Series 1999-9 Group II class CB-5 'B'; --Series 1999-10
class DB-5 'B'.

These actions are taken due to the high level of delinquencies
in relation to the applicable credit support levels as of the
Feb. 25, 2002 distribution.

PACIFICARE HEALTH: Refinancing Risks Force Fitch's Downgrade
Fitch Ratings has lowered PacifiCare Health Systems, Inc.'s
long-term issuer, senior debt and bank loan ratings to 'BB-'
from 'BB+'. The Rating Outlook has been revised from Negative to

The rating action reflects Fitch's continuing concern regarding
the refinance risk associated with PacifiCare's existing debt,
and reflects an update to our review now that the company is
within 12 months of a major maturity. PacifiCare has
approximately $768 million in outstanding debt - $680 million in
bank debt due January 2003 and $88 million in senior notes due
September 2003. At December 31, 2001, PacifiCare reported a
debt-to-EBITDA ratio of 2.3 times. Fitch notes that the
environment for debt refinancing has grown more difficult over
the past several months due to the downturn in the credit cycle.

In August 2001, PacifiCare's bank group extended the maturity of
the credit facility from January 2002 to January 2003. While the
Company indicates those relations with its bank group is
positive, Fitch is concerned about the lenders' willingness to
further extend the maturity of the credit facility if the
Company is unable to refinance the debt.

PacifiCare has put in place an equity line, which allows the
company to drawdown up to $150 million through the issuance of
common shares. It is also actively exploring other potential
capital-raising alternatives. While the equity line does not
resolve PacifiCare's refinancing issue, it does provide the
company additional financial flexibility and liquidity in the
short-term. The Evolving Rating Outlook reflects Fitch's belief
that the rating could be upgraded or downgraded in the next 12
months depending on the success of PacifiCare's recapitalization
efforts. Fitch will continue to monitor the Company's
performance and refinancing efforts. Appropriate rating actions
will be initiated based on the results of those efforts. The
ratings continue to reflect PacifiCare's large exposure to the
troubled Medicare+Choice market and operational challenges
associated with the Company's movement away from capitated
contracting and towards shared-risk reimbursement arrangements.
The ratings also consider the company's well-established
competitive position in several major markets and positive steps
taken over the past one to two years to strengthen the
management team. While financial performance improved in the
last half of 2001, overall results continue to be lower than
historical levels. Looking ahead, Fitch does anticipate
improvement in financial performance in 2002 driven by results
in the commercial business.

Santa Ana, California based PacifiCare is a leading US managed
care holding company that is publicly traded on the NASDAQ. As
of December 31, 2001, the Company reported total membership of
3.5 million, total assets of $5.1 billion, and shareholders'
equity of $2.0 billion. Although ancillary health insurance-
related products are offered, the core managed care product
portfolio consists predominantly of traditional closed-model HMO
offerings. These are offered mainly to commercial accounts and
government beneficiaries in nine states, with a large
concentration in California.

               PacifiCare Health Systems, Inc.

   -- Senior debt rating Downgrade To 'BB-' From 'BB+'/Evolving;

   -- Bank Loan rating Downgrade To 'BB-'From 'BB+'/Evolving;

   -- Long-term rating Downgrade To 'BB-' From 'BB+'/Evolving.

PACIFIC GAS: Resolves Discovery Issues in Grynberg Litigation
Jack J. Grynberg filed an unsecured claim in the amount of
$2,480,000,000 against the estate of Pacific Gas and Electric
Company based upon allegations contained in a qui tam action,
filed July 30, 1997, entitled "United States of America ex rel.
Jack J. Grynberg v. Pacific Gas & Electric Co. and Pacific Gas
Transmission Co." No. Civ-F-97-5668-OWW-DLB. Grynberg asserted
these claims as a relator, on behalf of the United States
government against both the debtor and its affiliate Pacific Gas
Transmission Co. which is not a party to the PG&E or any other
bankruptcy proceeding.

Under the qui tam provisions of the False Claims Act, 31 U.S.C.
Sec. 3729 et seq., Grynberg complained that the defendants
engaged in inaccurate and improper natural gas volume
measurement and wrongful heating content analysis for gas
produced from federal and Native American lands. These practices
resulted in undervaluation of natural gas and caused significant
underreporting and underpayment of natural gas royalties to the
United States government in violation of the False Claims Act
and other applicable law, Grynberg accuse.

Grynberg requested the Judicial Panel on Multidistrict
Litigation to transfer the cases for consolidated pretrial
proceedings. In October 2000, the Panel transferred the Grynberg
cases for consolidated treatment to the United States District
Court for the District for Wyoming (the MDL Court) before Judge
William F. Downes. Grynberg's claims are joined in the MDL
Litigation with similar claims asserted in other litigation by
third party relators against certain of the defendants.
Currently, as all of the component cases in the Multi-District
Litigation are being coordinated and administrative matters
conducted, all discovery in the Grynberg cases, including
voluntary disclosures pursuant to Fed. R. Civ. P. 26(a) and the
corresponding local rule are stayed.

Shortly after the cases were consolidated in Wyoming, a large
group of defendants, approximately two-thirds of the over 300
named defendants including PG&E and Pacific Gas Transmission Co
(described by themselves as the Coordinated Defendants) filed a
motion to dismiss on Rule 9(b) and 12(b) grounds that Grynberg's
complaints failed to allege fraud with particularity. The Court
denied the Coordinated Defendants' motion to dismiss holding,
inter alia, that the Grynberg complaints pleaded fraud with
sufficient particularity. The Coordinated Defendants have
continued to conduct litigation matters in a collective manner.

PG&E filed its Ex Parte Application for Order Requiring Grynberg
to Produce Documents Pursuant to Federal Bankruptcy Rule 2004
without requesting a hearing on its Application. The Clerk of
the Bankruptcy Court granted the Application and entered the
Order in the form submitted by PG&E.

Grynberg then filed a motion requesting that the Court quash the
Order. Grynberg complained that the document requests proposed
by PG&E were too broad. According to Grynberg, the documents
requested by the Application all relate to specific paragraphs
of Grynberg's Complaint against PG&E and Pacific Gas
Transmission Co. in the Multi-District Litigation. All of PG&E's
document requests can and should be made in the Multi-District
Litigation, Grynberg told the Court.

The parties subsequently reached agreement by which Grynberg
will withdraw the motion and seek the permission of the United
States Department of Justice and the MDL Court to release those
documents and materials contained in the Sealed Materials which
are responsive to the Order. The parties also agree that the
Sealed Materials which are releases and provided to PG&E are
subject to restrictions on disclosure and use as set forth in
the Stipulated Agreement.

The Stipulated Agreement provides for the following, among other

       -- Discovery Material shall be used solely in connection
with proceedings in the PG&E bankruptcy case, including, by way
of example, for the purposes of determining the feasibility of
PG&E's Plan of Reorganization, objecting to Grynberg's claim and
undertaking proceedings to estimate Grynberg's claim, and not
for any other purpose.

       -- Discovery Material may not be disclosed to or used by
persons other than employees of PG&E, the attorneys engaged in
representing PG&E in its bankruptcy case and persons assisting
those attorneys in the conduct of this case (including
consultants and experts), and then only to the extent necessary
for the Permitted Purposes.

       -- Control and distribution of all Discovery Material
covered by this Agreement shall be the responsibility of the
attorneys of record for PG&E. Attorneys for PG&E shall advise
any proper person given access to any Discovery Material of the
requirements of this Agreement and shall furnish such person a
copy of this Agreement prior to allowing such access. (Pacific
Gas Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

PACIFIC GAS: Annual Shareholders' Meeting Set for April 17, 2002
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.

PACIFIC GAS: Files Second Amended Plan and Disclosure Statement
PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric
Company filed their second amended plan of reorganization and
disclosure statement with the U.S. Bankruptcy Court.

In its February 7 ruling, the Court allowed PG&E to proceed with
its plan of reorganization if it modified the plan to show how
it would demonstrate at the Confirmation Hearing the basis for
preempting specific laws and statutes.

Consistent with the Court's ruling, the amended plan and
disclosure statement eliminates the request for express
preemption, instead relying on implied preemption to preempt
only those laws necessary to effectuate the plan.

PG&E's amended plan and disclosure statement identifies the
three main economic areas where it will seek preemption --
California Public Utilities Commission laws prohibiting sale of
property and assets, CPUC laws governing the issuance of debt or
equity securities and CPUC laws governing affiliate

In Thursday's filing, PG&E reaffirmed that the reorganized
utility and the three new companies will continue to be subject
to all federal, state and local public health and safety laws.  
PG&E is not seeking to preempt ongoing environmental and public
health and safety regulations.

The reorganized utility will continue to retain the thousands of
existing permits and licenses related to the distribution
business.  The new entities will inherit the permits and
licenses for the respective businesses, comply with federal,
state and local laws relating to permits and licenses, and
operate under the current terms and conditions.

At the Confirmation Hearing, PG&E will demonstrate the economic
reasons why these limited number of CPUC laws and regulations
need to be preempted for a successful reorganization.

"PG&E continues to believe that its plan of reorganization is
the only feasible solution for making these businesses
investment grade and allowing the state to get out of the power
buying business," said PG&E Corporation Chairman, CEO and
President Robert D. Glynn, Jr.  "The hallmarks of the plan of
reorganization remain paying all valid claims in full without
selling assets or asking the Bankruptcy Court to raise rates or
the state for a bailout."

In response to concerns expressed about regulatory oversight of
lands under the plan of reorganization, the amended plan and
disclosure statement provide that, of the approximately 132,000
acres of lands associated with PG&E's hydroelectric generating
facilities, as much as 60 percent (or approximately 78,000
acres) will be retained or ultimately reside with the
reorganized utility.  Only the land directly related to
operating the FERC-licensed hydroelectric generating facilities
ultimately will be owned by the new generating company.

PG&E also announced that its plan of reorganization has received
support from dozens of organizations, including the California
Chamber of Commerce, International Brotherhood of Electrical
Workers Local 1245, California Retailers Association, NAACP
(California State Conference), Council of Asian American
Business Associations, The League of California Cities Latino
Caucus and the Fresno County Office of Education.

The Bankruptcy Court is scheduled to hold a hearing on the
amended disclosure statement on March 26, 2002.

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 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.

PHYCOR INC: US Trustee Appoints Unsecured Creditors Committee
Carolyn S. Schwartz, the United States Trustee for Region II,
appoints these creditors to serve on the Official Committee of
Unsecured Creditors in the chapter 11 case of Phycor, Inc.:

          A. SunTrust Bank
             424 Church Street, 6th Floor
             Nashville, TN 37219
             Attn: Faye McQuiston
             (615) 748-4559

          B. Creedon Keller-Partners
             c/o Bob Moore & Fred Neufeld
             Milbank Tweed
             601 S. Figueroa Steet, 30th Floor
             Los Angeles, CA 90017
             (213) 892-4000

          C. Pyramid Trading Ltd. Partnership
             111 West Jackson Blvd, Suite 2000
             Chicago, IL 60604
             Attn: Andrew Redleaf
             (312) 692-5000

          D. Scott Nieboer
             217 Lynwood Terrace
             Nashville, TN 37205
             (615) 467-3501

          E. Liberty View Capital Management
             101 Hudson Street, Suite 3700
             Jersey City, NJ 07302
             Attn: K.C. Klegar
             (201) 369-7320

          F. HRT of Roanoke, Inc.
             3310 West End Ave., Suite 1700
             Nashville, TN 37203
             Attn: Carter Steele
             (615) 269-8256

          G. Derril W. Reeves
             2000 Tyne Blvd
             Nashville, TN 37215
             (615) 312-5566

Phycor Inc., a medical network management company, filed for
chapter 11 protection on January 31, 2002 in the U.S. Bankruptcy
Court for the Southern District of New York. 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.

PRUDENTIAL SECURITIES: S&P Rates Series 1998-C1 Class J at BB-
Standard & Poor's assigned its double-'B'-minus rating to class
J of Prudential Securities Secured Financing Corp.'s commercial
mortgage pass-through certificates series 1998-C1 at the request
of Prudential Securities. Standard & Poor's reviewed the
transaction in December 2001, at which time its ratings on class
B were raised to double-'A'-plus from double-'A', and its
ratings on class C were raised to single-'A'-plus from single-
'A'. Concurrently, ratings were affirmed on the other classes in
the same series. Since the December 2001 review, the pool has
remained relatively the same.

Standard & Poor's calculated the weighted average debt service
coverage for the remaining loan pool (based on 96.8% of loan
pool reporting interim 2001 and year-end 2000) to be 1.64 times,
an increase from 1.52x at issuance. There are four delinquent
loans ($6.7 million, 0.64% of the total loan pool), one REO loan
($6.0 million, 0.58%), and one specially serviced loan ($2.8
million, 0.27%) that is current with principal and interest
payments. Based on conversations with Key Commercial Mortgage
(Key Commercial), the master and special servicer, Standard &
Poor's does not believe that anticipated losses on these loans
will significantly affect the rated certificates. As of February
2002, there have been no losses to the trust.

As of February 2002, Key Commercial placed 36 loans on its
watchlist for various reasons ($157.3 million, 15.1%). All of
the loans are current with debt service payments. Key Commercial
does not anticipate any eminent defaults on the watchlist loans.
Standard & Poor's stressed these loans in its analysis, and the
current and stressed credit enhancement levels adequately
support the assigned rating to class J.

As of February 2002, the mortgage pool balance decreased to
$1.044 billion with 259 loans from $1.148 billion with 271 loans
at issuance. Retail, multifamily, and office are the three most
common property types, representing 33%, 25%, and 15% of the
outstanding pool balances, respectively. California and Texas
are the two states that include more than a 10% concentration,
with 16% and 12%, respectively. The top 10 loans represent 16.9%
of the mortgage pool, and reported year-end 2000 DSC ratio of

                       Rating Assigned

          Prudential Securities Secured Financing Corp.
       Commercial mortgage pass-thru certs series 1998-C1

               Class     Rating      Credit support%
               J         BB-         5.47

                       Current Ratings

          Prudential Securities Secured Financing Corp.
       Commercial mortgage pass-thru certs series 1998-C1

               Class     Rating    Credit support%
               A-1A2     AAA       31.58
               A-1A3     AAA       31.58
               A-1B      AAA       31.58
               A-2MF     AAA       31.58
               B         AA+       26.09
               C         A+        20.04
               D         BBB       14.27
               E         BBB-      12.62
               F         BB+       10.14
               G         BB+        7.39
               H         BB         6.57
               K         B+         3.82

PSINET INC: Seeks to Expand Sidley Austin's Employment
PSINet, Inc., and its debtor-affiliates ask the Court for
permission to expand the scope and authority of Sidley Austin
Brown & Wood LLP as its special counsel, to include all inter-
company matters between PSINet and PSINet Consulting Solutions
Holdings, Inc. (Holdings) and any other inter-company matters
that may arise in which PSINet's bankruptcy counsel may be
conflicted from representing PSINet. The Application is
supported by an affidavit and disclosure statement executed by
Sidley partner David R. Kuney, Esq.

Prior to the appointment of a chapter 11 trustee in the Holdings
case, Wilmer Cutler & Pickering, bankruptcy counsel for the
Debtors, and Nixon Peabody LLP, bankruptcy co-counsel and
corporate counsel for the Debtors, served as counsel to
Holdings. As represented to Judge Gerber at the hearing on the
appointment of the Trustee, WCP and Nixon provided transition
services to the Holdings Trustee so as to enable the Holdings
Trustee to familiarize himself with Holdings and its operations.

On February 13, 2002, WCP and Nixon received from counsel to the
Holdings Trustee a letter containing over 80 separate requests
for information, seeking both documents and information relating
to a variety of matters involving PSINet and Holdings. Because
of the nature of these requests (some of which seek information
and interrogatory-style answers relating to events that occurred
prior to PSINet's acquisition of Holdings), and WCP's and
Nixon's prior dual representations of both PSINet and Holdings,
WCP and Nixon have determined, consistent with the standards of
professional responsibility, that neither firm can represent
PSINet in its dealings with the Holdings Trustee or Holdings.

By this motion, the Debtors seek to expand the scope and
authority of Sidley, to represent PSINet in its dealings with
the Holdings Trustee or Holdings in the Inter-Company Matters,
pursuant to section 327(e) of the Bankruptcy Code, effective as
of February 20, 2002. Sidley has been the Debtors' special
counsel with regard to matters involving securities law and the
pending Securities Actions as authorized by the Court in July,
2001 (First Retention Order). During this period, Sidley has
developed an extensive knowledge of PSINet's business
operations. PSINet believes that Sidley is both well-qualified
and uniquely able to continue to represent PSINet as special
counsel in the Inter-Company Matters in an efficient and timely

Sidley will accrue fees for services in connection with the
Inter-Company Matters at hourly rates currently ranging from
$155 per hour for new associates to $550 per hour for senior
partners. Time devoted by legal assistants is charged at billing
rates currently ranging from $80 to $150 per hour. The hourly
rates set forth above are subject to periodic adjustments to
reflect economic and other conditions. Sidley will also seek
reimbursement of reasonable out-of-pocket expenses.

While the the First Retention Order, it was anticipated that
Sidley would seek compensation for its services from National
Union Fire Insurance Company of Pittsburgh, PA such that Sidley
was not required to seek Court approval for such payment, with
respect to the Inter-Company Matters, any compensation for
services and reimbursement of charges payable to Sidley by the
Debtors and their estates will be subject to Court approval in
accordance with sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules and the orders of the Court.

Pursuant to the First Retention Order, Sidley has been paid $
200,000 by PSINet, satisfying the retention amount set forth in
the National Union policy, and $1,947,086.79 from National
Union. It is expected that National Union will continue to
advance the fees and costs related to defense of all Securities
Actions. Other than for work completed and billed prior to the
Petition Date, Sidley has not billed PSINet or any of the
Debtors or their estates for any fees or costs in connection
with the Securities Actions, but has the right under the First
Retention Order to seek reimbursement from the estates in the
event National Union does not cover its fees and expenses.

Mr. Kuney reveals that certain of Sidley's partners, counsel,
associates or other employees may hold or in the past have held
publicly traded stock of PSINet, Inc. or of creditors of one or
more of the Debtors, including Holdings. Mr. Kuney submits that
Sidley has not represented and will not represent entities in
relation to the PSINet chapter 11 cases or have any relationship
with entities which would be adverse to the Debtors or their
estates. Mr. Kuney also assures that, insofar as he is able to
ascertain, neither he personally, nor Sidley, nor any partner,
counsel or associates, represents any entity having an interest
adverse to the Debtors and their estates in the matters for
which Sidley is to be retained. Mr. Kuney believes that Sidley
is eligible for employement and retention by PSINet with respect
to the Inter-Company matters pursuant to sections 327(e) and 328
of the Bankruptcy Code and Bankruptcy Rule 2014(a).

The Debtors submit that the employment of Sidley by PSINet is
necessary and in the best interests of their estates, their
creditors and parties in interest. (PSINet Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

RYLAND GROUP: S&P Raises Ratings as Financial Profile Improves
Standard & Poor's raised its corporate credit rating on The
Ryland Group Inc. to double-'B'-plus from double-'B'. In
addition, ratings on the company's senior unsecured and senior
subordinate notes were raised. The outlook is stable.

The raised ratings reflect Ryland's well-diversified
homebuilding operations and a much-improved financial risk
profile. Efforts by the company's management team during the
last five years to realign its homebuilding operations, grow
market share within existing markets, and realize efficiencies
have yielded measurable benefits. Particularly, these
improvements are evidenced by significantly improved
homebuilding and operating margins.

Southern California-based Ryland has consistently ranked among
the top homebuilders in the country. In 2001, the company sold
almost 12,700 single-family homes in 17 markets across the U.S.
Today, Ryland's wholly-owned mortgage banking subsidiary focuses
almost exclusively on providing mortgage financing for its own
homebuyers and should continue to make a modest contribution to
overall earnings due to a steadily improving capture rate (81%
of Ryland sales in 2001).

Management's efforts over the last five years to aggressively
reposition land inventory and increase penetration of existing
markets (versus pursuing acquisitions or expansions in new
markets) has resulted in a shift in geographic concentration
away from the highly competitive mid-Atlantic region to southern
and western U.S. markets. This intentional shift has resulted in
a better balance to the overall geographic delivery mix and
strong inventory turns of 2.2 times. Today the company's
revenues are relatively evenly balanced amongst many of the
nation's fastest growing housing markets, and it appears that
the company's five largest markets account for just 42% of total
deliveries and 40% of total homebuilding revenues.

Profitability improvements have been driven by tighter cost
controls and increased operating efficiencies, rather than
through aggressive pricing. During the last five years, gross
margins have improved by 530 basis points to 18.7%. During this
period deliveries grew 13% per year while the average sales
price increased less than 3% annually. Overhead as a percentage
of homebuilding revenues has remained flat at about 11%,
allowing a similar improvement in homebuilding operating margins
(now at 7.8%). While these measures remain somewhat below
average, they should be much less volatile than those of a
number of similarly rated peers (should the housing market
slow). Additionally, as margins have improved and the company
has reduced its debt levels, its return on permanent capital has
grown four-fold to 22.7%.

Ryland has a conservative capital structure characterized by
modest debt levels and a well-balanced maturity schedule.
Presently, a total of $580 million of debt equates to 49% of
total capital and consists mainly of $250 million of senior
unsecured notes (double-'B'-plus) and $250 million of senior
subordinated notes (double-'B'-minus). In 2001, the company
refinanced $200 million of long-term debt, lowering weighted
average interest costs of all long-term debt to 8.9% and
extending the weighted average maturity to seven years.
EBITDA/interest coverage is solid at about 5.6x and is
significantly higher than the 2.3x figure recorded in 1996.
Financial flexibility is strong as the company has $295 million
in cash available and access to a $400 million unsecured line of
credit. Ryland does have a $21 million investment in eight joint
ventures. Those ventures have a total of about $23 million of
debt, which is nonrecourse to Ryland.

                        Outlook: Stable

Ryland's focus on lower-priced homes, manageable exposure to any
single market, and conservative internal growth strategy should
help to minimize the impact of regional softening in housing
demand upon the improved financial position. Furthermore, given
the company's substantial cash position, it is assumed that the
company will continue to pursue an active share repurchase
program. Standard & Poor's anticipates that future share
repurchases will be funded in a leverage neutral manner, thereby
preserving solid debt protection measures.

                        Ratings Raised

     The Ryland Group Inc.                     To        From

     Corporate credit rating                   BB+       BB

     $150 mil 9.75% Sr Unsecd Nts due 2010     BB+       BB
     $100 mil 8.0% Sr Unsecd Nts due 2006      BB+       BB
     $100 mil 8.25% Sr Sub Nts due 2008        BB-       B+
     $150 mil 9.125% Sr Sub Nts due 2011       BB-       B+

SAFETY-KLEEN CORP: Has Until April 30 to File Chapter 11 Plan
Judge Peter Walsh entered an order further extending Safety-
Kleen Corp., and its subsidiaries and affiliates' exclusive
periods during which they may file a plan of reorganization and
solicit acceptances of that plan.  The Debtors' Exclusive Plan
Proposal Period is extended through and including April 30,
2002, and their Exclusive Solicitation Period runs through June
30, 2002.

SCAN-OPTICS INC: Commences Senior Executive Stock Option Plan
Scan-Optics, Inc. has filed a registration statement with the
SEC in regard to its Senior Executive Stock Option Plan.  The
Company is registering shares of common stock, par value $.02
per share, to be issued upon exercise of options granted on
December 31, 2001 pursuant to the Company's Senior Executive
Stock Option Plan, to senior executive officers of the Company.
An aggregate of up to 1,115,000 shares of common stock may be
issued upon the exercise of the options granted pursuant to the
Plan, subject to adjustment in case of stock dividends or
changes in the common stock. The aggregate number of shares that
may be issued under the Plan is subject to adjustment in the
event of a stock dividend, stock split or similar change in the
outstanding shares of common stock.

Scan-Optics, Inc., with headquarters in Manchester, Connecticut,
is recognized internationally as an innovator and solution
provider in the information management and imaging business. It
designs, manufactures and services products and systems for
character recognition, image processing and display, data
capture, and data entry. Scan-Optics systems and software are
marketed worldwide to commercial and government customers
directly and through distributors. At June 30, 2001, the company
had a working capital deficit of about $10 million.

Service Merchandise Company, Inc., and its debtor-affiliates ask
the Court to allow the payment of Termination Fee to Kimco
Realty Corporation, SB Capital Group, LLC and Simon Property
Group, Inc., if the Designation Rights are sold to other bidder.

Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, explains to Judge Paine that Kimco has expended, and
will likely to expend more considerable time, money and energy
in pursuing the Proposed Sale. Knowing this, the Debtors have
agreed to provide two important bidding protections to Kimco:

  (a) If the Designation Rights are sold to another bidder,
      the Debtors will pay Kimco a $2,500,000 termination
      fee and reimburse Kimco's reasonable legal fees and out-
      of-pocket expenses up to a maximum of $500,000. The
      Termination Payment will constitute an administrative

  (b) Any overbid must be for $2,000,000 plus the Termination
      Payment, thus, the initial overbid value must be at least

Mr. Jennings says that the Termination Payment and Overbid
Protection are material inducements for, and a condition of,
Kimco's entry into the Term Sheet and Agreement. Mr. Jennings
add that it is the Debtors' belief that the Termination Payment
and Overbid Protection are fair and reasonable because:

  (a) the intensive analysis, due diligence investigation, and
      negotiation undertaken by Kimco in connection with the
      Proposed Sale and

  (b) if the Termination Payment and Overbid Protection are
      triggered, Kimco's efforts will have increased the
      chances that the Debtors will receive the highest or
      otherwise best offer for the Designation Rights of
      Properties, to the benefit of the Debtors' creditors.

Mr. Jennings assures the Court that the payment of the
Termination Payment and Overbid Protection will not diminish the
Debtors' estates. The Debtors have no plans of terminating the
Term Sheet and Agreement if it will not get a sufficiently
higher bid, Mr. Jennings adds. (Service Merchandise Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,

STRATUS SERVICES: Running Short of Working Capital Due to Losses
Stratus Services Group, Inc. provides a wide range of staffing,
engineering and productivity consulting services nationally
through a network of offices located throughout the United
States. The Company recognizes revenues based on hours worked by
assigned personnel. Generally, it bills customers a pre-
negotiated, fixed rate per hour for the hours worked by its
temporary employees. The Company is responsible for workers'
compensation, unemployment compensation insurance, Medicare and
Social Security taxes and other general payroll related expenses
for all of the temporary employees it places. These expenses are
included in the cost of revenue. Because the Company pays its
temporary employees only for the hours they actually work, wages
for its temporary personnel are a variable cost that increases
or decreases in proportion to revenues. Gross profit margin
varies depending on the type of services offered. The
Engineering Services Division typically generates higher margins
while Staffing Services division typically generates lower
margins. In some instances, temporary employees placed by it may
decide to accept an offer of permanent employment from the
customer and thereby "convert" the temporary position to a
permanent position. Fees received from such conversions are
included in revenues. Selling, general and administrative
expenses include payroll for management and administrative
employees, office occupancy costs, sales and marketing expenses
and other general and administrative costs.

                   Results Of Operations

Revenues decreased 13.1% to $14,793,224 for the three months
ended December 31, 2001 from $17,024,807 for the three months
ended December 31, 2000. Stratus experienced a reduction in
revenue due primarily to a general economic slowdown.

Gross profit decreased 30.3% to $2,673,902 for the three months
ended December 31, 2001 from $3,837,116 for the three months
ended December 31, 2000. Gross profit as a percentage of
revenues decreased to 18.1% for the three months ended December
31, 2001 from 22.5% for the three months ended December 31,
2000. This decrease was a result to increased pricing
competition of staffing services. The Company also saw a
deterioration in margins as a result of the downturn in the

As a result of the foregoing, Stratus had a net loss
attributable to common stockholders of $857,943
for the three months ended December 31, 2001 compared to net
earnings attributable to common stockholders of $313,499 for the
three months ended December 31, 2000.

At December 31, 2001, the Company had limited liquid resources.
Current liabilities were $14,522,116 and current assets were
$13,197,722. The difference of $1,324,394 is a working capital
deficit which is primarily the result of losses incurred during
each of the four quarters ended December 31, 2001.
Management believes that the liquidity position is currently
manageable, but the working capital deficit will remain until
additional capital is raised.

On January 24, 2002 the Company entered into an agreement to
sell the assets of its Engineering Division. Approximately
$1,796,000 of working capital will be received by the Company
from this transaction.

Effective January 1, 2002, the Company purchased substantially
all of the tangible and intangible assets, excluding accounts
receivable, of seven offices of Provisional Employment
Solutions, Inc.  The initial purchase price was $1,480,000,
represented by a $1,100,000 promissory note and 400,000 shares
of the Company's common stock. In addition, Provisional
Employment Solutions is entitled to earnout payments of 15% of
pretax profit of the acquired business up to a total of $1.25
million or the expiration of ten years, whichever occurs first.
The note bears interest at 6% a year and is payable over a ten-
year period in equal quarterly payments.

On January 17, 2002, the Company received a Nasdaq Staff
Determination, due to its failure to file its Form 10-K for the
fiscal period ended September 30, 2001, indicating the Company's
noncompliance with the requirement for continued listing set
forth in Nasdaq's Marketplace Rule 4310(c)(14), and that its
securities are, therefore subject to delisting. On January 24,
2002 the Company submitted a request for a hearing to review the
Staff Determination, staying the delisting. There is no
assurance the Panel will grant Stratus' request for continued

On January 29, 2002, $250,000 of convertible debt was converted
into 520,800 shares of the Company's common stock.

TRISTAR: Inks Pact to Sell Certain Assets to Inter Parfums Unit
Inter Parfums, Inc. (NASDAQ National Market: IPAR) announced
that its wholly-owned subsidiary, Jean Philippe Fragrances, LLC,
has signed a letter of intent with Tristar Corporation, a
Debtor-in-Possession in the Chapter 11 proceeding, Case no. 01-
53706, U.S. Bankruptcy Court, Western District of Texas, San
Antonio Division, to purchase certain of its mass market
fragrance brands and certain inventories.

This letter of intent is in competition with another offer which
has also been submitted to the Bankruptcy Court. Tristar is one
of the Jean Philippe's major competitors in mass market
fragrances. The brands contemplated to be purchased are
distributed in the same channels of distribution as that of Jean
Philippe's current product lines.

The letter of intent provides for Jean Philippe to purchase
certain assets for approximately $10 million with the remaining
assets to be purchased by a new company to be formed by existing
management of Tristar together with its unsecured creditors.
Jean Philippe's ultimate purchase price depends upon the results
of a due diligence investigation of Tristar. In addition, the
letter of intent contemplates a manufacturing agreement with
this new company together with a non-competition agreement for
mass market fragrances and cosmetics.

The proposed acquisition by Jean Philippe Fragrances is subject
to a number of factors which could prevent the acquisition from
occurring. These factors include: acceptance of the letter of
intent by Tristar's creditors, approval of the Bankruptcy Court,
negotiation, execution and delivery of a definitive acquisition
agreement and a due diligence investigation.

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

US STEEL: Fitch Believes Steel Import Tariffs Beneficial to Firm
Fitch Ratings believes that the impact of President Bush's
decision to enact tariffs of 8%-30% on steel imports will have a
positive impact on U.S. Steel. The question is when and how
much. Order rates have healthily outperformed 2001's book since
the beginning of the year, yet it remains to be seen how much of
these orders is new business activity as opposed to buying in
advance of the long-anticipated tariffs. Once the new import
quotas are reached, any real increases in the demand for steel
should cause prices to rise automatically after producers have
raised their collective tonnage to 85% or so of capacity. Scrap
prices should follow which will build support for a higher price
deck. In turn this means that U.S. Steel could return to
breakeven sometime this year.

Fitch currently rates the senior unsecured debt of U.S. Steel
'BB'. The Rating Outlook is Stable.

VECTOUR: Proposes to Sell Tennessee Assets to LCL for $3MM
VecTour Inc. and its affiliated debtors is selling substantially
all assets of VecTour of Tennessee, Inc. free and clear of
liens, encumbrances, and interests to LCL, Inc. or any other
party to propose a better and higher offer. The Debtors are
asking the U.S. Bankruptcy Court for the District of Delaware to
authorize and approve the sale.

The Debtor is willing to sell substantially all the assets and
business operations for approximately $3 million cash, subject
to an adjustment based on working capital at closing, and the
assumption certain obligations, including the Seller's accounts
payable arising after the Petition Date, and the cost of curing
defaults in connection with executory contracts assumed by the
Seller and assigned to the Purchaser.

The Asset Purchase Agreement with LCL, Inc. dated March 15, 2002
provides these are the assets included in the sale:

     (a) vehicles;

     (b) inventory, permits, licenses, and other personal

     (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, and Seller's pre-paid expenses and
         security deposits.

The principal purchase price to be paid by Purchaser for the
Purchased Assets is $3 million, including a $100,000 deposit.
The Purchaser is entitled to a $50,000 break up fee, in the
event that the Purchased Assets are sold to a third party, or if
the Debtor withdraws or adversely modifies the proposed sale to
Purchaser.  All competing bids must exceed Purchaser's price by
at least $150,000 to qualify.

The Debtors are convinced that the Debtor will benefit the
contemplated sale being carefully negotiated at arms-length. The
Debtor believes that it has negotiated the strongest possible
transaction and selling its business assets as a going concern
will yield the best price.

An Auction is currently scheduled to take place on
March 13, 2002 at 10:00 a.m. EST and the Sale Motion
hearing is on March 14.

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.

VERADO HOLDINGS: Selling Englewood Data Center Assets to ViaWest
ViaWest Internet Services, Inc. a regional provider of hosting,
Internet infrastructure and access to businesses, announced it
has reached an agreement to acquire the physical and customer
assets of Verado Holdings Inc.'s (OTC Bulletin Board: VRDO)
23,850 square foot Englewood Data Center.

This announcement follows Verado's February 15 filing for
Chapter 11 bankruptcy protection, in which the company stated it
had sold its Irvine, California data center, and was looking to
sell its Denver data center as a going concern.  The agreement
is subject to bankruptcy court approval pursuant to a section
363 motion filed by Verado on March 1, 2002 in case number 02-
10510 in the US Bankruptcy Court in the District of Delaware.

ViaWest has agreed to purchase the data center assets in a deal
that provides ViaWest with a Class A south Denver colocation
facility that has been operational since 1999.  As part of the
purchase agreement, Verado has agreed to operate the data center
through March.  ViaWest anticipates taking over operations as of
April 1, 2002, pending bankruptcy court approval of the

"Verado's bankruptcy filing presented us with an opportunity to
increase our market presence with a high caliber facility in a
prime location," said Roy Dimoff, CEO of ViaWest.  "It also
provided us with additional data center capacity for a fraction
of what it would cost to build it ourselves."

ViaWest plans to use its new data center as an adjunct to its
existing downtown Denver data center that is currently at 90%
capacity.  ViaWest estimates the Verado purchase will curb the
company's immediate need for an expansion at its downtown
location, and provide it with enough space to meet its needs for
the next eight to twelve months.

"It's a testament to ViaWest's success that we were in the
financial position to make this purchase," said Dimoff.  "Few,
if any, suppliers in this market are currently looking for
additional space -- most are looking to reduce their current
square footage."

ViaWest offers broadband access, web hosting, colocation and
managed services to small- and medium-sized businesses in the
western United States. ViaWest combines the technical strength
of a national Internet provider with a personal service of a
local business to deliver reliable, customized Internet
solutions.  For additional information about ViaWest visit

W.R. GRACE: Court Extends Removal Period through July 2, 2002
U.S. Bankruptcy Judge Fitzgerald further extends W. R. Grace &
Co., and its affiliated Debtors' time period within which they
may remove actions pending as of the Petition Date from their
respective situ to federal court through and including
July 2, 2002.

WHEELING-PITTSBURGH: Seeks Sixth Extension of Exclusive Periods
Pittsburgh-Canfield Corporation and its affiliated debtors ask
Judge William T. Bodoh to again further extend the time periods
during which only the Debtors may file a plan of reorganization
and solicit acceptances of that plan.  The Debtors ask that
their Exclusive Plan Filing Period be extended through Monday,
June 24, 2002, and the period during which acceptances of that
plan may be solicited run through August 23, 2002.

Since the Petition Date, Michael E. Wiles, Esq., at Debevoise &
Plimpton tells Judge Bodoh, the Debtors have been dealing with a
multitude of complex supply, employee and contract issues that
typically arise in large and complicated chapter 11 cases.
Simultaneously, the Debtors have been stabilizing operations and
working towards the ultimate goal of constructing a plan of
reorganization by:

      (a) working diligently to determine whether any third
          parties have an interest in acquiring all or a part of
          the Debtors or their facilities, and

      (b) investigating thoroughly various possible
          reconfigurations of the Debtors' business that would
          support continued operation as a stand-alone business.

The Debtors continue to investigate a number of options for the
reorganization of their businesses and have kept the Committees
apprised of these options.  In the interim, the Debtors have
negotiated substantial wage concessions and other relief from
their unions, have obtained substantial cost reductions from
salaried workers, have negotiated concessions from numerous
suppliers and taken other cost-cutting measures.  These are part
of the Debtors' continuing efforts to eliminate ongoing
operating losses and to support the Debtors' continued business
until such time as the Debtors may file a plan of reorganization
and emerge from bankruptcy.  Although the Debtors have made
significant progress, the Debtors require additional time to
stabilize their operations and to work out the details of a plan
of reorganization with all affected constituents.  In addition,
a termination of the Debtors' exclusivity periods is a
triggering event under the MLA that the Debtors negotiated with
the USWA which would entitle the USWA to terminate that
agreement and the many cost-savings concessions in it.  It is
therefore in the best interests of the Debtors and these estates
to avoid that risk and continue the exclusivity periods without

In addition, the Debtors are in the process of reviewing and
analyzing proofs of claim which have been filed since the bar
date for filing claims.  Furthermore, the Debtors have not had
sufficient time to negotiate and prepare an acceptable plan, but
are making good faith efforts toward reorganization and are
paying their postpetition debts as they become due.  The Debtors
continue to negotiate in good faith with their creditors and
have kept the Official Committees fully apprised of their work
and progress towards reorganization.  In no case are the Debtors
seeking these extensions to pressure creditors into accepting an
unsatisfactory plan.  Furthermore, the Debtors have not had
sufficient time to negotiate and prepare an acceptable plan, but
are making a good faith effort towards reorganization and are
paying their postpetition debts as they become due.  Ms.
Robertson assures Judge Bodoh that the debtors are negotiating
in good faith with their creditors and have kept the Official
Committees fully apprised of their work and progress towards
reorganization, and are not seeking the extension to pressure
creditors into accepting an unsatisfactory plan. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

YOUBET.COM INC: Falls Short of Nasdaq Bid Price Requirement
-----------------------------------------------------------, Inc. (Nasdaq:UBET), the leading online live event
and wagering company for the horse racing industry, announced
that it received notification from The Nasdaq Stock Market that
it is not in compliance with the National Market's listing
maintenance standard regarding minimum bid prices.

This standard requires that the Company's common stock maintain
a minimum bid price of at least $1.00 per share. In order to
comply with this standard the Company's common stock must have a
minimum bid price of at least $1.00 for ten consecutive trading
days prior to May 15, 2002. If the Company is unable to
demonstrate compliance with this standard on or before May 15,
2002, the Nasdaq Stock Market will seek to delist the Company's
common stock from The Nasdaq National Market. At that time the
Company may appeal the delisting to the Listing Qualifications
Panel of The Nasdaq Stock Market.

If the Company is not in compliance by May 15, 2002 the Company
may apply to transfer its securities to the Nasdaq SmallCap
Market. If the transfer application is approved, the Company
will have until August 13, 2002, to comply with the minimum bid
price requirement. In addition, the Company may be eligible to
transfer back to the Nasdaq National Market, if it achieves
compliance with the minimum bid price and other continued
listing requirements of the Nasdaq National Market.

In the United States, provides network members the
ability to watch and, in most states, the ability to wager on a
wide selection of coast-to-coast thoroughbred and harness horse
races via its exclusive closed-loop network.

Members have 24-hour access to the network's features, including
live racing from a choice of all major racetracks in the U.S.,
Canada and Australia, commingled track pools, live audio/video,
up-to-the-minute track information, real-time wagering
information and value-added handicapping products. Youbet
Network subscribers enjoy live coverage from and wagering
accessibility to all major racetracks in 40 states, representing
virtually 100% of horse racing content. maintains a strategic relationship with TVG, a wholly
owned subsidiary of Gemstar-TV Guide International, Inc.
(Nasdaq: GMST). TVG is the 24-hour interactive horse racing
network available nationwide on cable and satellite systems with
exclusive simulcast and interactive wagering rights to live
racing from leading racetracks in the U.S. including Churchill
Downs (owned by Churchill Downs Incorporated, Nasdaq: CHDN), Del
Mar, Belmont Park, Aqueduct and Saratoga. Through the agreement, is licensed to utilize TVG's patented wagering
technology for online and automated telephone applications and
utilizes a right to video stream and accept online pari-mutuel
wagers on horse racing from virtually all of TVG's exclusive
partner racetracks. operates TotalAccess(TM), an Oregon-based
hub for the acceptance and placement of wagers. The Company also
maintains a relationship with another state-licensed wagering
entity, MEC Pennsylvania Racing, part of Magna Entertainment
Corp. (Nasdaq: MIEC) which owns and/or operates 7 racetracks in
the U.S. including Santa Anita Park, Gulfstream Park, Golden
Gate Fields, Thistledown, Remington Park, Great Lakes Downs and
The Meadows. For further information about, visit

* BOND PRICING: For the week of March 11 - 15, 2002
Following are indicated prices for selected issues:

Amresco 9 7/8 '05                        25 - 27(f)
AES 9 1/2 '09                            73 - 75
AMR 9 '12                                94 - 96
Asia Pulp & Paper 11 3/4 '05             22 - 25(f)
Bethlehem Steel 10 3/8 '03               12 - 14(f)
Chiquita 9 5/8 '04                       95 - 97(f)
Enron 9 5/8 '03                          12 - 14(f)
Global Crossing 9 1/8 '04                 3 - 4(f)
Level III 9 1/8 '04                      43 - 45
Kmart 9 3/8 '06                          44 - 46(f)
McLeod 11 3/8 '09                        22 - 24(f)
NWA 8.70 '07                             90 - 92
Owens Cornig 7 1/2 '05                   41 - 43(f)
Trump AC 11 1/4 '06                      68 - 70
USG 9 1/4 '01                            82 - 84(f)
Westpoint 7 3/4 '05                      32 - 35
Xerox 5 1/4 '03                          91 - 93


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

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

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

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 Go to order any title today.

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


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

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

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

This material is copyrighted and any commercial use, resale or
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                     *** End of Transmission ***