TCR_Public/020314.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 14, 2002, Vol. 6, No. 52     

                          Headlines

A.B. WATLEY: Nasdaq Cites Additional Noncompliance for Delisting
AMERIGAS PARTNERS: Commences Sale of $60MM 8-7/8% Senior Notes
ARMSTRONG HOLDINGS: Gibbons Del Deo's Employment Under Fire
ASPEON INC: Trying to Resolve Issues to Secure Needed Financing
BAC SYNTHETIC: Fitch Junks Class D & E Notes over High Defaults

BAUSCH & LOMB: Moody's Lowers Senior Ratings to Ba1 from Baa3
BAUSCH & LOMB: Shrugs-Off Moody's Credit Rating Downgrade
BURLINGTON: Sets-Up Uniform Casa Burlmex Bidding Procedures
CE GENERATION: Fitch Keep Watch on Low-B Rated Secured Bonds
CELLPOINT INC: Shedding Short-Term Debt Owed to Castle Creek

CHADMOORE WIRELESSS: Plan of Liquidation Effective February 23
CONNECTICUT SURETY: S&P Revises Rating to R After Rehabilitation
DELTA FINANCIAL: Prices $175 Million of Asset-Backed Securities
EVTC INC: Violates Nasdaq Market Capitalization Requirements
ENRON: Committee Taps Ernst & Young as Restructuring Advisors

EXODUS COMM: Looks to Deloitte for Advice on Tax-Related Matters
FEDERAL-MOGUL: Future Rep. Signs-Up ARPC as Asbestos Consultants
FLEMING COMPANIES: Expects Strong Net Earnings Growth for 2002
FOURTHSTAGE TECHNOLOGIES: Shoos-Away Ernst & Young as Auditors
FRUIT OF THE LOOM: Tosses Some Grenades to DDJ, Lehman & Mariner

GC COMPANIES: AMC Entertainment Agrees to Support Plan Revisions
GLOBAL CROSSING: Tyco Demands Prompt Decision on Contracts
GLOBAL CROSSING: Plans to Reject Woodcliff Office Park Lease
HQ GLOBAL WORKPLACES: Files for Chapter 11 Relief in Delaware
HQ GLOBAL: Case Summary & 50 Largest Unsecured Creditors

HAYES LEMMERZ: Secures Court Approval of KPMG's Engagement Terms
HOMESEEKERS.COM: Completes 120-Day Operations Consolidation Plan
HOUSE OF LLOYD: Court Approves Home Interiors as Lead Bidder
HUGHES ELECTRONICS: S&P Assigns BB Rating to $1.812BB Bank Loan
ICH CORP: Committee Brings-In Vinson & Elkins as General Counsel

IT GROUP: Committee Asks Court to Terminate Exclusive Period
INTEGRATED BUSINESS: Completes $2.8 Million Debt Restructuring
INTEGRATED HEALTH: Wants More Time to Decide on Unexpired Leases
INTELLICORP INC: Board Approves One-For-Ten Reverse Stock Split
INTERACTIVE TELESIS: Begins Trading on OTCBB Under TSISQ Symbol

INT'L FIBERCOM: Nasdaq Delists Shares Effective March 11, 2002
INT'L FIBERCOM: Trustee Appoints Official Creditors' Committee
JACOBSON STORES: Hires Financo to Identify Restructuring Options
KAISER ALUMINUM: Bringing-In Arthur Andersen as Tax Advisors
KELVIN LTD: Fitch Slashes Senior Notes Rating to DD from B

KEYSTONE CONSOLIDATED: 9-5/8% Note Exchange Offer Expires Today
KMART CORP: Institutional Committee Hires Jones Day as Counsel
LAIDLAW: Canadian Court OKs Intercompany Debt Structure Changes
LODGIAN: Court Okays Debevoise as Committee's Chapter 11 Counsel
MADISON RIVER: Pursuing Negotiations for Additional Financing

MCLEODUSA INC: Gets Okay to Hire Ordinary Course Professionals
NEXTCARD: Inks Amended Service Pact with Former Unit's Receiver
OHIO CASUALTY: S&P Rates $125 Million Convertible Notes at BB
OMNOVA SOLUTIONS: Fitch Ratchets Senior Debt Rating Down a Notch
OWENS CORNING: Fabwel Inc. Now Named OC Fabricating Solutions

PACIFICARE HEALTH: Subsidiary Names Brian Crary as Regional VP
PENTASTAR COMMS: Can No Longer Meet Current Cash Obligations
PENTON MEDIA: Enters Agreement to Amend Senior Credit Facility
PHILEX GOLD: Selling Interest in JV Project to Repay Bank Debts
PHYCOR: Court Approves Continued Use of Cash Management System

POLAROID CORP: Intends to Renew Three Fleet Letters of Credit
PRECISION AUTO CARE: Extends Rights Offering to April 15, 2002
PSINET: Court OKs Holdings' Employee Retention & Severance Plan
SERVICE MERCHANDISE: Designation Rights Sale Prompts Objections
STELAX INDUSTRIES: Wells Fargo Appoints Receiver to UK Affiliate

TECSTAR INC: Court Approves Irell & Manella as Debtors' Counsel
USDATA CORPORATION: Has Working Capital Deficit of $1.5 Million
WARNACO INC: Taps Keen Realty to Dispose of Real Estate Assets
ZILOG INC: Appoints Jim Thorburn to Reinforce Turnaround Program

* DebtTraders' Real-Time Bond Pricing

                          *********

A.B. WATLEY: Nasdaq Cites Additional Noncompliance for Delisting
----------------------------------------------------------------
As previously announced, A.B. Watley Group Inc. (NASDAQ:ABWG),
premier financial services software provider --
http://www.abwatley.com-- received a Nasdaq Staff Determination  
on February 21, 2002 indicating that the Company fails to comply
with the filing requirement for continued listing set forth in
Marketplace Rule 4310(C)(14) and the requirement to list
additional shares set forth in Marketplace Rule 4310(C)(17).

The Company has also been notified by the NASD that the failure
of the Company to comply with the minimum $4,000,000 net
tangible assets or the minimum $10,000,000 stockholders' equity
requirement set forth in Marketplace Rules 4450(a)(3) and
4450(b)(1) constitutes additional grounds for the delisting of
its securities from the Nasdaq National Market.

Anthony Huston, President of the Company, stated, "the Company
is taking the following steps to maintain compliance with the
applicable NASD listing requirements: First, we expect to file
our 10-Q for the quarter ended December 31, 2001 shortly after
resolving accounting issues raised by the November 2001
acquisition of certain assets of On-Site Trading, Inc.; second,
we will file the required listing application; and third, we
will present to the NASD the Company's plan for achieving the
$4,000,000 net tangible assets requirement, including the
conversion into equity of certain loans made by management to
the Company." In accordance with Watley's request, a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff
Determination will be held on March 21, 2002. Mr. Huston
continued, "Although there can be no assurance the Panel will
grant the Company's request for continued listing, we are
optimistic that Watley can clear up any regulatory issues and
maintain its listing."

A.B. Watley Group Inc. is a financial services software company
that owns and operates A.B. Watley, Inc., a New York-based NASD
registered broker/dealer. A.B. Watley, Inc. is among the largest
direct-access brokerage firms in the industry and operates an
Institutional Sales and Trading Division specializing in the
execution of complex and sensitive large-block equity
transactions for institutions in the buy-side community.

A.B. Watley Group licenses software technology and provides
trading solutions for E-Brokerages, banks, SOES firms and
clearing corporations. Watley Group additionally owns and
operates its own 'ticker-plant' allowing it to redistribute an
equity and equity option data feed at greatly reduced costs.
Through A.B. Watley, Inc. the firm provides one of the highest
quality trading platforms available at among the lowest costs in
the industry. Watley Group's technology has been featured in
thee case studies by Sun Microsystems and was featured in the
SUNW annual report.

A.B. Watley Group Inc.'s competitors include NYFIX, E-Speed, OM
Group, Trade Cast, Ameritrade and Schwab. The firm is located at
40 Wall street and on the Web at http://www.abwatley.com


AMERIGAS PARTNERS: Commences Sale of $60MM 8-7/8% Senior Notes
--------------------------------------------------------------
AmeriGas Partners, L.P. and AP Eagle Finance Corporation offer
$60,000,000 in 8 7/8% Series B Senior Notes due 2011.  The
Company may sell from time to time its 8 7/8% Series B Senior
Notes due 2011 in denominations of $1,000 or an integral
multiple of $1,000. It will pay interest semi-annually in
arrears on May 20 and November 20 to holders of record on the
immediately preceding May 5 and November 5.

The Company may sell the notes to underwriters, through agents,
or directly to other purchasers. The distributed prospectus
supplement will list any underwriters or agents and the
compensation they may receive.  The Company does not intend to
list the notes on any securities exchange.

The company boosted its position as one of the top two US retail
propane purveyors (rivaling Ferrellgas for the #1 slot) by
buying the Columbia Energy Group propane businesses from
NiSource in 2001. AmeriGas sells more than 1 billion retail
gallons of propane annually. It serves residential, commercial,
industrial, agricultural, motor fuel, and wholesale customers
from more than 700 locations in all 50 states. AmeriGas also
sells propane-related supplies and equipment and operates a
prefilled portable tank service. Utility holding company UGI
owns 52% of AmeriGas. At December 31, 2001, the company reported
that its total current liabilities eclipsed its total current
assets by $78 million.


ARMSTRONG HOLDINGS: Gibbons Del Deo's Employment Under Fire
-----------------------------------------------------------
Donald F. Walton, Acting United States Trustee, appearing
through Frank J. Perch, III, Trial Attorney, objects to the
Armstrong Holdings, Inc., and its debtor-affiliates' employment
of Gibbons Del Deo, telling Judge Newsome that this case is
"already overrun with professionals" and that the application
does not demonstrate any need for the services which Gibbons Del
Deo is to perform.

The U.S. Trustee sees that the Application seeks authority to
retain Gibbons for two purposes. One purpose is to act as local
counsel in the Maertin litigation which is pending in a New
Jersey nonbankruptcy forum and as to which the stay was lifted.
The UST might not object to the retention of Gibbons for that
purpose provided that first an adequate factual record is made
as to why it is necessary to bring in new counsel for that
matter. However, the Application does not adequately set forth
the facts.  Presumably, other New Jersey counsel had appeared
for the Debtors in that litigation before it was stayed by the
Chapter 11 filing. If that is not the case, the Debtors should
affirmatively disclose that.  If it is the case, Debtors need to
explain why the interests of the estate require replacing
existing New Jersey counsel with Gibbons.

The Application also seeks authority to retain Gibbons as co-
counsel in the case generally on the ground that the
"reassignment of these cases to Judge Wolin . . . has created
the need for the Debtors to retain Local New Jersey Counsel."  
The Application does not explain why this is so, in light of the
fact that the Order of Chief Judge Becker of the Court of
Appeals of the Third Circuit, which led to the assignment of
this and other asbestos cases to Judge Wolin, designated Judge
Wolin for special service in the District of Delaware.  Thus,
Judge Wolin is sitting as a Delaware judge for purposes of this
case.  As such, proceedings before Judge Wolin are Delaware
proceedings, just as proceedings before the various Delaware
visiting bankruptcy judges, including but not limited to the
Honorable Randall J. Newsome and the Honorable Judith K.
Fitzgerald, are Delaware proceedings regardless of whether the
proceedings take place physically (as they have) in Wilmington,
Oakland, Pittsburgh, Camden or Chicago.

This is not a New Jersey case, the U.S. Trustee stresses.  This
case remains a Delaware case.  The docket and all filings remain
lodged in the District of Delaware.

Allowing the Debtors to retain New Jersey counsel will result in
rampant duplication of services to the great economic detriment
of the estates.  The Debtors will have three sets of attorneys
present at every hearing and reviewing every pleading.  
Moreover, permitting the Debtors to retain a New Jersey firm is
likely to spark an attorney "arms race," with the Committees
seeking to retain equal and opposite New Jersey co-counsel of
their own, further accelerating the professional fee burn rate.

Armstrong's lead counsel, Weil Gotshal, is located in New York
City, just minutes away from the Court in Newark -- certainly
close enough to handle any emergency matter that would require
the immediate physical presence of an attorney in court in
Newark.  The Debtors entered Chapter 11 fourteen months ago and
at the outset of the case filed applications to retain Weil
Gotshal and Richards Layton averring that those firms were
skilled in bankruptcy representation and were well qualified to
represent the interests of the estates.  If those
representations remain true, there is no reason to retain a
third set of general bankruptcy lawyers.  The Debtors' right to
select their own counsel is not boundless, the U.S. Trustee
argues, and the Debtors simply have not shown a genuine need to
retain yet another firm in a case already overrun with
professionals.

Further, the U.S. Trustee complains, Gibbons is not
disinterested and is therefore not eligible for employment under
section 327(a).  Gibbons has client relationships with numerous
key parties in the case, including five members of the Official
Committee of Unsecured Creditors, six additional members of the
bank group, three additional of the 20 largest creditors, two
large trade creditors and one member of the Property Damage
Committee, and apparently as a result of those relationships,
will not take any action in the case adverse to any of those
parties.  Because those client relationships require Gibbons to
restrict its representation of the Debtors and to forego taking
actions within the scope of Gibbons' engagement that may be in
the estates' best interest, they constitute material adverse
interests as a result of which Gibbons is not disinterested.

Even if those restrictions on Gibbons' representation did not
render Gibbons ineligible to be retained, they further
demonstrate that it is entirely pointless to retain Gibbons,
because there is nothing they could freely do.  It is difficult
to conceive of any step they could take that one or more of
their clients might not consider an adverse act. The interests
of the estates will be hindered, not advanced, by placing any
matter of importance in the hands of a firm that will always be
looking over its shoulder to see if it is falling into one or
more of seventeen different conflicts.

The US Trustee therefore prays that Judge Newsome deny the
Application.

                  The PD Committee Objects

The Official Committee of Asbestos-Related Property Damage
Claimants, appearing through Joanne B. Wills, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, objects to Armstrong's
Application.  Ms. Wills reminds Judge Newsome that on November
27, 2001, Chief Judge Edward R. Becker of the United States
Court of Appeals for the Third Circuit entered an order
captioned "Designation of a District Judge for Service in
Another District with the Circuit". In this Order, Chief Judge
Becker designated and assigned Judge Alfred M. Wolin of the
United States District Court for the District of New Jersey "to
hold court in the District of Delaware" for certain Delaware
bankruptcy cases involving asbestos claims, including the cases
sub judice.

On December 10, 2001, Judge Wolin entered an Order (1) Referring
Certain Cases to the Bankruptcy Court and (2) Allocating
Responsibilities Between the District Court and the Bankruptcy
Court. Under the Referral Order, Judge Wolin referred the
Debtors' bankruptcy cases to the Honorable Randall J. Newsome,
subject to withdrawal of the reference as to specific
proceedings or issues1.

The Referral Order entered by Judge Wolin directs that all
"pleadings, applications, or documents concerning these cases
shall be filed with the Clerk of the Bankruptcy Court for the
District of Delaware in accordance with applicable procedures
and Local and Federal Rules of Bankruptcy Procedure."

By Order entered on January 28, 2002, the reference was
withdrawn as to two adversary proceedings captioned Armstrong
World Indus., Inc. v. Center for Claims Resolution and Safeco
Ins. Co. and Safeco Ins. Co. of Am. v. Center for Claims
Resolution, Inc., and all related motions and proceedings.

Pursuant to the Bankruptcy Code, the Debtors have retained the
law firms of Weil Gotshal & Manges, LLP, based in New York, and
Richards, Layton & Finger, P.A., based in Delaware, to represent
them in these cases. The Debtors have also retained numerous
other law firms to assist the Debtors in connection with the
asbestos claims, which are the focus of this case. These firms
include, among others: Kirkland & Ellis; Spriggs &
Hollingsworth; Covington & Burling; Church & Houff, P.A.;
Gilbert, Heintz & Randolph; and Kasowitz, Benson, Torres &
Friedman.  In total, the Debtors have retained approximately 17
law firms in these cases, some of which are retained in
connection with the asbestos claims and some of which are
retained for other special purposes.

The Debtors now seek to retain Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, P.C. as "New Jersey local counsel." The
Debtors state the necessity for retention of New Jersey local
counsel arises from the "reassignment of these chapter 11 cases
to Judge Wolin, along with certain pending litigation matters in
the New Jersey District Court." To the extent the Debtors seek
to retain Gibbons Del Deo to represent the Debtors in
proceedings in which venue is based in New Jersey District
Court, the Property Damage does not object to the Debtors'
Application since retention of New Jersey local counsel is
required in such circumstances by the New Jersey Federal
Practice Rules. However, the Debtors' Application makes it clear
that the Debtors seek to have Gibbons Del Deo enter an
appearance as local counsel in these bankruptcy cases, not just
in litigation pending in the New Jersey District Court.  The
stated benefits of the proposed retention-Gibbons Del Deo's
"proximity" to the Newark, New Jersey District Courthouse;
"its ability to respond quickly to emergency hearings and other
emergency matters in the New Jersey District Court; and its
"knowledge practicing before" the New Jersey District Court -
provide no support for the Debtors' retention of Gibbons Del Deo
in these cases.

In fact, the reason for retention of any firm as New Jersey
local counsel in these - "reassignment of these cases to Judge
Wolin," -is inexplicable since these cases have been referred to
Judge Newsome and remain Delaware cases. Finally, despite the
Debtors' stated intent to avoid duplication of services by its
various law firms, the retention of New Jersey local counsel
will require enormous duplication of services being rendered to
the Debtors by the firms of Weil Gotshal and Richards Layton &
Finger. Such duplication is effectively mandated by the
responsibilities (and corresponding liabilities) imposed upon
New Jersey local counsel by the New Jersey Federal Practice
Rules.

If the assignment of Judge Wolin to these Delaware cases created
a requirement that the Debtors retain New Jersey local counsel,
then the assignment would impose the same local counsel
requirement for all other parties. In addition, all lawyers
participating in the cases that are not licensed in New Jersey
would have the obligation to seek pro hac admission and to
otherwise comply with the New Jersey Federal Practice Rules.

    The Dubious "Proximity" and "Emergency Hearing Availability"
    Benefits Are Far Outweighed by the Costs of Local Counsel

"Proximity" to the Newark courthouse and "ability to respond
quickly to emergency hearings and other emergency matters in the
New Jersey District Court" are the only criteria disclosed by
the Debtors for the proposed New Jersey local counsel retention
in general, and the specific selection of Gibbons Del Deo, a
prominent New Jersey law firm. Proximity without reference to
geography provides no support for the retention of New Jersey
local counsel. Newark, New Jersey is a 15-minute train ride on
Amtrak from New York's Penn Station. Thus, the Debtors' New
York-based counsel, Weil Gotshal, enjoys quick and easy access
to Newark. Even the Debtors' Delaware-based counsel is within 90
minutes of the Newark courthouse, since regularly scheduled
trains shuttle commuters from Wilmington, Delaware to Newark,
New Jersey and beyond throughout the day.

Due to the proximity to Newark of counsel already retained by
the Debtors, the retention of another firm is not justified by
the Debtors' dubious specter of emergent meetings or emergency
hearings. Certainly, it would be most unusual for Judge Wolin to
schedule emergency meetings or hearings on such short notice
that only parties with counsel located within the confines of
the City of Newark could attend.

      There is No Legal Basis for Retention of New Jersey
                  Local Counsel in These Cases

Apart from "proximity," the only other reason advanced for
Gibbons Del Deo's retention as the Debtors' New Jersey local
counsel is the "reassignment of these chapter 11 cases to Judge
Wolin" under the Order entered by Chief Judge Becker.  It is
difficult to understand how the Order can be interpreted as
requiring the Debtors or any other constituencies in these cases
to retain New Jersey local counsel. The Order did not transfer
these cases to the District of New Jersey. Indeed, both the
caption of the Order and the body of the Order make it quite
clear that Chief Judge Becker selected Judge Wolin, a New Jersey
District Court Judge, for "service in another district," that
is, "to hold court in the District of Delaware." Thus, venue of
these cases remains in Delaware.

Any question as to whether these cases are now pending in New
Jersey or in Delaware was answered in Judge Wolin's Referral
Order. Judge Wolin ordered that all "pleadings, applications, or
documents concerning these cases shall be filed with the Clerk
of the Bankruptcy Court for the District of Delaware in
accordance with applicable procedures and Local and Federal
Rules of Bankruptcy Procedure."

Independent of the directives in Chief Judge Becker's Order and
in Judge Wolin's Referral Order, reassignment of a judge from
one district in the Third Circuit to another within the Third
Circuit does not give rise to any need for local counsel. To the
contrary, the need for New Jersey local counsel arises only in
cases in which out-of-state attorneys seek to participate in
cases pending in New Jersey. In such circumstances, attorneys
not licensed in New Jersey must (a) promptly seek admission to
the Court pro hac vice, (b) make a payment to the New Jersey
Lawyers Fund for Client Protection, (c) submit to the
disciplinary jurisdiction of the Court (including all applicable
rules of the New Jersey Supreme Court), (d) pay an admission fee
as set by the Court and (e) retain local counsel upon whom all
notices, orders and pleadings may be served.

In short, the Debtors have failed to state a valid reason for
retention of New Jersey local counsel in these Delaware
bankruptcy cases. Moreover, the Debtors have failed to recognize
a far less costly alternative even if they believe that
assignment of a New Jersey District Court Judge to serve in
Delaware cases triggers application of local counsel
requirements under New Jersey Federal Practice Rules. It would
certainly be a surprise to most parties in these cases, and an
injustice to creditors of the bankruptcy estates, if the Order
directing Judge Wolin to hold court in the District of Delaware
created the need for retention of New Jersey local counsel. To
avoid such additional costs, the Debtors' first avenue of relief
should be to request the Court to dispense with any need for pro
hac admission in New Jersey and its concomitant requirement of
retention of local counsel. Indeed, New Jersey federal courts
have recognized that the cost of having local counsel as well as
primary counsel can be prohibitive and have invoked L.Civ.R.
83.2(b) to excuse court appearances by local counsel.

          Duplication of Services is Not Only Likely,
   But Mandated by the Retention of New Jersey Local Counsel

Retention of New Jersey local counsel in the bankruptcy cases is
not only pointless, but wasteful. While the Application states
that the services to be rendered by Gibbons, Del Deo "are not
intended to be duplicative in any manner with the services
performed and to be performed by any other party retained by the
Debtors," the rules governing New Jersey local counsel mandate
otherwise.

As in many other jurisdictions, the role of local counsel in New
Jersey is not perfunctory. "According to the practice rules,
local counsel must do more than merely sign off on pleadings or
file a few documents." Local counsel has the obligation to
supervise out-of-state counsel and, unless excused, to appear in
court for all proceedings. It is New Jersey local counsel rather
than the out-of-state counsel who is deemed to be counsel of
record and only New Jersey local counsel may file papers, enter
stipulations and take other actions.

Clearly, Gibbons Del Deo would not be in a position to handle
the "emergency hearings and other emergency matters" envisioned
by the Debtors without being fully informed of the numerous
aspects involved in these cases.

Regardless of the tasks delegated by pro hac vice attorneys to
local counsel, New Jersey local counsel "wittingly or
unwittingly exposes itself to liability for penalties such as
sanctions."  Moreover, upon entering an appearance as local
counsel, New Jersey local counsel must be prepared to proceed
with all aspects of the case.

Given the express obligations imposed upon New Jersey local
counsel, it is axiomatic that retention of New Jersey local
counsel by the Debtors will result in duplication, regardless of
the Debtors' intentions. Gibbons Del Deo- at rates ranging to
$525 an hour- will be required to review and supervise the work
of Weil Gotshal and Richards, Layton & Finger to accept service
and review pleadings, correspondence and the like from other
constituencies in the cases; and to review and sign
stipulations, consent orders and all pleadings.

The duplication is already clear in the Application. The Debtors
note that Gibbons Del Deo attended the initial conference held
by Judge Wolin on December 20, 2001.  That conference included
not only counsel in these cases, but counsel in all cases
affected by Chief Judge Becker's Order. Weil Gotshal & Manges
and Richards, Layton & Finger also represented the Debtors at
that conference. The Debtors are silent as to why Gibbons Del
Deo also attended.

                The Maertin Litigation or Other
                New Jersey Adversary Proceedings

The Property Damage Committee does not object to the Debtors'
retention of Gibbons Del Deo as New Jersey local counsel in
adversary or other proceedings in which venue is actually based
in New Jersey District Court.

For these reasons, the PD Committee respectfully submits that
the Debtors' request for the entry of an Order authorizing the
retention of Gibbons Del Deo as New Jersey local counsel in
these cases should be denied, and that retention of Gibbons Del
Deo as New Jersey local counsel should be permitted only in
adversary proceedings or other proceedings actually pending in
the United States District Court for the District of New Jersey.
(Armstrong Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ASPEON INC: Trying to Resolve Issues to Secure Needed Financing
---------------------------------------------------------------
Aspeon Inc. announced a $2.9 million net loss for the quarter
ended Dec. 31, 2001. Revenues for the quarter were $9.5 million.
These compared with a net loss of $6.9 million on sales of $16.1
million in the same quarter in 2001.

For the 6 months ended Dec. 31, 2001 the company reported a net
loss of $5.3 million on sales of $21.2 million as compared with
a net loss of $31.6 million on sales of $35.8 million during the
same period the previous year.

In announcing the results, Robert Nichols, CEO, said: "We have
actually made good progress during the quarter, despite a
significant reduction in sales revenue. The reduction in revenue
is attributable largely to the phasing out of most of our ASP
business in the current year and to lower sales of our POS
(Point-Of-Sale) products because of our inability to purchase
sufficient inventory to meet the demand.

"Cash resources are limited and we do not have a line of credit
for U.S. operations. The company has faced a number of major
challenges that have impaired its ability to secure necessary
financing.

"We have been devoting most of our attention to the resolution
of these problems in order that financing may be obtained and we
can then concentrate on the regrowth of the Javelin POS business
which is where the strength of our company lies. During this
period we have also significantly reduced the cost structure of
the company."

Included in the current year loss for the quarter is an amount
of $554,500 accrued for default interest on preferred shares
($1.1 million for the 6 months). Shown as extraordinary income
in both the quarter ($15,100) and the year to date ($520,100)
are amounts reflecting gains on settlement of accounts payable
pursuant to debt restructuring agreements.

On the balance sheet included as a current liability is an
amount of $15,372,900 representing the balance owing under the
preferred share agreement (in default). In the event that a
settlement is reached with the holder, this amount may be
significantly reduced. Included in long-term debt at Dec. 31,
2001 is approximately $1.1 million representing long-term
settlements of accounts payable pursuant to debt restructuring
agreements.

As previously reported, the company's auditors, BDO Seidman LLP,
have not had access to the working papers of the company's
auditors for prior fiscal years, and therefore BDO Seidman was
not able to complete its audit of the company's financial
statements for the fiscal year ended June 30, 2001.

Until such time as the company's auditors are able to complete
their audit of the company's financial statements for the fiscal
year ended June 30, 2001, the company will face certain
consequences, including that the company will not be able to
file its Annual Report on Form 10-K and its Quarterly Reports
for the three months ended Sept. 30, 2001 and Dec. 31, 2001 on
Form 10-Q with the Securities and Exchange Commission, the
company will not be able to hold its annual stockholder meeting,
and stockholders of the company will not be able to rely upon
Rule 144 or 145 of the Securities Act of 1933 for the resale of
restricted securities.

The company continues to explore alternatives as to how it might
be possible to proceed, however no assurances can be made that
the company's auditors will be able to complete their audit of
the company's financial statements for the fiscal year ended
June 30, 2001.

Aspeon is a leading manufacturer and provider of point-of-sale
(POS) systems, services and enterprise technology solutions for
the retail and foodservice markets. Visit Aspeon at
http://www.aspeon.com


BAC SYNTHETIC: Fitch Junks Class D & E Notes over High Defaults
---------------------------------------------------------------
Fitch Ratings has downgraded two classes of notes issued by BAC
Synthetic CLO 2000-1 Limited, a synthetic cash flow CDO
established by Bank of America to provide credit protection on a
$10 billion portfolio of investment grade, corporate debt
obligations. No rating action has been taken or is contemplated
at this time for the class A, class B notes and class C notes,
which are rated 'AAA', 'A+' and 'BBB' respectively. Based on the
current risk profile of the reference portfolio, the class A,
class B and class C notes continue to maintain credit
enhancement levels consistent with the assigned ratings. The
following securities have been downgraded and removed from
Rating Watch Negative:

     -- $100,000,000 class D notes to 'CCC' from 'BB-';

     -- $25,000,000 class E notes to 'CC' from 'CCC'.

Fitch's rating action reflects higher than expected defaults in
the underlying assets. This has resulted in higher than expected
credit protection payments under the credit default swap
agreement with Bank of America CLO Corporation II, and a
diminished level of credit enhancement for the class D and E
notes.


BAUSCH & LOMB: Moody's Lowers Senior Ratings to Ba1 from Baa3
-------------------------------------------------------------
Moody's Investor Service downgraded the senior credit ratings of
Bausch and Lomb from Baa3 to Ba1. The company's short-term
rating was also revised to Not-Prime from Prime-3.

                    Ratings Actions:

     Bausch & Lomb, Inc.'s puttable/callable notes, medium term
          notes from Baa3 to Ba1

     Short-term rating to Not-Prime from Prime-3.

Efforts had been made to stem declining revenues like the staff
reduction in late 2000 and the arrival of a new CEO in late
2001. However, it is Moody's belief that the arrival of a new
senior management is not enough to reverse the effects of the
past lagging operating performance of the company. Strong
competition and underlying industry trends will still pose as
challenges in the company's bid to regain lost market share.

Moody's thinks that the company's current cash holdings, at
about $500 million, is sufficient to cover debt payments.
Therefore, outlook is stable.

Bausch & Lomb, Incorporated, based in Rochester, New York, is a
world-wide provider of eyecare products, including lens care,
contact lens, eye pharmaceuticals and surgical products.


BAUSCH & LOMB: Shrugs-Off Moody's Credit Rating Downgrade
---------------------------------------------------------
Bausch & Lomb (NYSE:BOL) responded to Moody's Investors
Service's downgrade of its senior ratings to Ba1 and its short-
term rating to Not-Prime based on lagging operating performance.
The company emphasized that it faces no liquidity issues and is
more than able to satisfy all of its outstanding maturing
obligations.

Bausch & Lomb also reaffirmed the 2002 operating guidance it
provided to investors on its fourth quarter earnings release
conference call on January 24, 2002. Specifically, the Company
expects to report mid-to-upper single-digit revenue growth for
the year. Operating margins are expected to be 9% of sales,
excluding the impact of the Company's adoption of Statement of
Financial Accounting Standards No. 142.

Bausch & Lomb Chairman and Chief Executive Officer Ronald L.
Zarrella said, "It is disappointing to have Moody's take this
action on the basis of past operating performance. We're
continuing to move very aggressively to reduce operating and
product costs; we have new products in the market that should
help to grow our revenues; and our prospects for improving
profitability are good."

Zarrella continued, "[Mon]day's action by Moody's will not alter
our focus on improving our performance and reducing costs. We
have an operating plan in place that we are confident will lead
us to solid earnings improvements quarter after quarter."

Bausch & Lomb said it foresees no liquidity issues as a result
of the downgrade, given its strong balance sheet and healthy
cash flows from operations, and further emphasized that it is
not a party to any off-balance-sheet financings.

The Company indicated that, as noted in Moody's press release,
the downgrade may trigger an early liquidation of a $200 million
partnership transaction that was classified as minority interest
on the Company's balance sheet. In the event this occurs, the
Company will be required to record a one-time early liquidation
premium of approximately $7 million after taxes. Absent this
item, the Company indicated that the downgrade will not have a
material impact on its net financing costs for the year.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology. Its core businesses include soft and rigid gas
permeable contact lenses, lens care products, ophthalmic
surgical and pharmaceutical products. The Company is advantaged
with some of the most respected brands in the world starting
with its name, Bausch & Lomb, and including SofLens, PureVision,
Boston, ReNu, Storz and Technolas. Founded in 1853 in Rochester,
N.Y., where it continues to have its headquarters, the Company
had revenues of approximately $1.8 billion in 2000, and employs
approximately 12,000 people in more than 50 countries. Bausch
& Lomb products are available in more than 100 countries around
the world. Additional information about the Company can be found
on Bausch & Lomb's Worldwide Web site at http://www.bausch.com


BURLINGTON: Sets-Up Uniform Casa Burlmex Bidding Procedures
-----------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates ask the
Court to approve uniform bidding procedures to be employed in
connection with the sale substantially all of the assets of Casa
Burlmex, S.A. de C.V.

The proposed Bidding Procedures provide:

A. Participation Requirements

Each person desiring to participate in the auction process shall
be required to deliver to the Debtors on or before the bid
deadline of April 22, 2002, at 5:00 p.m., Eastern Time:

  (i) a written purchase offer stating that:

     (a) the bidder offers to purchase the Assets for not less
         than $26,250,000 in cash or immediately available U.S.
         funds;

     (b) the bidder offers to purchase the Assets and assume the
         Assumed Liabilities on the same terms and conditions as
         set forth in the Buyer Asset Purchase Agreement,
         including entry into each of the transactions described
         in Section 1.5 of the Buyer Asset Purchase Agreement;
         and

     (c) the Offer remains open and irrevocable until 48 hours
         after the earlier of:

         (1) the closing of the sale of the Assets, whether or
             not to such Qualified Bidder; or,

         (2) the termination by its terms of the Buyer Asset
             Purchase Agreement or any other applicable asset
             purchase agreement and the withdrawal of the Assets
             for sale by the Debtors.

  (ii) A deposit in cash or cash equivalents equal to 5% of the
       purchase price set forth in the Offer and written
       evidence of available cash, a commitment for financing or
       ability to obtain a satisfactory commitment if selected
       as the successful bidder and such other evidence of
       ability to consummate the transaction as the Debtors may
       reasonably request.

Patties that submit the foregoing by the Bid Deadline shall be
deemed to be Qualified Bidders and the Offer a qualified bid.

B. Due Diligence

Any person wishing to conduct due diligence regarding the Assets
must provide the Debtors with:

    (i) an executed confidentiality agreement in form and
        substance satisfactory to the Debtors; and,

   (ii) current audited financial statements or other evidence
        satisfactory to the Debtors of the Potential Bidder's
        financial wherewithal to purchase the Assets.

The Debtors will afford any Potential Bidder such due diligence
access or additional information as may be reasonably requested
which the Debtors, in their business judgment, determine to be
reasonable and appropriate. The Debtors will designate an
employee or other representative to coordinate all reasonable
requests for additional information and due diligence access
from such Potential Bidder. Any additional due diligence shall
not continue after the Bid Deadline. If any Potential Bidder
receives any material new information from the Debtors not given
to all other Potential Bidders, the Debtors shall provide such
other Potential Bidders with such information.

D. Termination of the Auction Process

The Debtors may terminate the Auction Process at any time if the
Debtors, in their business judgment and in their sole
discretion, determine that the Auction Process is not in the
best interests of their estates. Any termination of the Auction
Process shall not give rise to any liability to any Qualified
Bidder by any Debtor. In the event of such termination, rights
of the Buyer and the Debtors shall be governed by the Buyer
Asset Purchase Agreement and any applicable order of the
Bankruptcy Court.

E. Auction

Unless otherwise ordered by the Bankruptcy Court for cause shown
or unless the Debtors in their reasonable discretion waive any
requirements relating to participation in the Auction Process,
only a Qualified Bidder who has submitted a Qualified Bid is
eligible to participate at the auction with respect to the
Assets.  At least two business days prior to the Auction, the
Debtors will notify all Qualified Bidders of the amount of the
highest and best offer received by the Bid Deadline.  If the
Debtors receive only the Buyer Bid, the Debtors shall not hold
the Auction and shall designate the Buyer Bid as the Successful
Bid for purposes of these Bidding Procedures.

If Qualified Bids have been received from at least one Qualified
Bidder other than the Buyer, the Debtors will conduct the
Auction as follows:

  (i) Date and Time. The Auction will take place on May 1, 2002,
      at 11:00 a.m., Eastern Time.

(ii) Location. The Auction will take place at the offices of
      Richards, Layton and Finger, One Rodney Square, in
      Wilmington, Delaware.

(iii) Bidding. The bidding shall start at the amount of the
      Baseline Bid, and continue in increments of at least
      $100,000 in cash. At the Auction, participants will be
      permitted to increase their bids and will be permitted to
      bid based only upon the amount of the Baseline Bid. Any
      such incremental bid shall be an "all cash" bid.

(iv) Procedures. The Debtors may adopt rules for the Auction
      Process at the Auction that, in their reasonable judgment,
      will better promote the goals of the Auction Process and
      that are not inconsistent with any of the provisions of
      the Bankruptcy Court order approving the Bidding
      Procedures or the Buyer Asset Purchase Agreement. All such
      rules will provide that:

      (a) the procedures must be fair and open, with no
          participating Qualified Bidder disadvantaged in any
          material way as compared to any other Qualified
          Bidder;

      (b) all bids shall be made and received in one room, on an
          open basis, and all other bidders shall be entitled to
          be present for all bidding with the understanding that
          the true identity of each bidder shall be fully
          disclosed to all of, bidders and that all material
          terms of each Qualified Bid will be fully disclosed to
          all other bidders throughout the entire Auction; and,

      (c) no Qualified Bidder will be permitted more than one
          hour to respond to the previous bid at the Auction.

  (v) At the conclusion of the Auction, the Debtors, in
      consultation with their financial and legal advisors,
      shall:

      (a) identify the highest and best bid for the Assets at
          the Auction; and,

      (b) notify all Qualified Bidders at the Auction, prior to
          its adjournment, of the name or names of the maker of
          the Successful Bid and the amount of the Successful
          Bid. Any bid submitted after the conclusion of the
          Auction shall not be considered by the Debtors unless
          an order of the Bankruptcy Court is entered directing
          the Debtors to consider the bid.

F. The Sale Hearing

The Debtors will seek Bankruptcy Court approval of the Sale of
the Assets to the Successful Bidder on terms and conditions
consistent with the Buyer Asset Purchase Agreement and these
Bidding Procedures and in accordance with the Bidding Procedures
at a hearing scheduled for May 2, 2002, at 2:00 p.m., Eastern
Time.  The Sale Hearing may be adjourned or rescheduled without
further notice by an announcement of the adjourned date at the
Sale Hearing.

G. Acceptance of Qualified Bids

The Debtors presently intend to sell the Assets to the Qualified
Bidder that submits the highest and best bid. The Debtors have
accepted the Buyer Bid, subject to the Auction Process and
approval by the Bankruptcy Court. The Debtors' presentation to
the Bankruptcy Court for approval of any other bid as the
Successful Bid does not constitute the Debtors' acceptance of
the bid. The Debtors shall have accepted such other bid only
when such other bid has been approved by the Bankruptcy Court at
the Sale Hearing.

H. Return of Good Faith Deposit

The Good Faith Deposits of all Qualified Bidders shall be
retained by the Debtors, notwithstanding Bankruptcy Court
approval of a Sale, until 48 hours after the earlier of:

  (i) closing of the Sale; or

(ii) the termination by its terms of the Buyer Asset Purchase
      Agreement or any other applicable asset purchase agreement
      and the withdrawal of the Assets for sale by the Debtors;
      but in any event, not later than 30 days after the Sale
      Hearing. If the Successful Bid does not close, the Debtors
      shall have the right to present the next highest and best
      bid by a Qualified Bidder capable of closing whether made
      prior to or at the Auction to the Bankruptcy Court for
      approval.

I. Modifications

The Debtors may:

  (i) determine, in their business judgment and in their sole
      discretion, which bid, if any, is the highest and best
      offer; and,

(ii) reject, at any time before entry of an order of the
      Bankruptcy Court approving any bid as the Successful Bid,
      any bid that, in the Debtors' business judgment and in
      their sole discretion, is:

      (a) inadequate or insufficient;

      (b) not in conformity with the requirements of the
          Bankruptcy Code, these Bidding Procedures or the terms
          and conditions of sale set forth in the Buyer APA; or,

      (c) contrary to the best interests of the Debtors,
          their estates and creditors. The Debtors may extend or
          alter any deadline contained herein that will better
          promote the goals of the Auction Process, provided
          that such extension or alteration shall not have the
          effect of extending any deadlines or other dates in
          the Buyer Asset Purchase Agreement without the Buyer's
          prior approval.

All documents required to be delivered to the Debtors in
accordance with these Bidding Procedures must be delivered to:

  (i) BURLINGTON INDUSTRIES, INC.
      3330 West Friendly Avenue, Greensboro, North Carolina
      Attn: John D. Englar, Esq.
      facsimile: (336) 379-4504; and,

(ii) counsel to Burlington,
      JONES, DAY, REAVIS & POGUE,
      North Point, 907 Lakeside Avenue, Cleveland, Ohio 44114
      Attn: Richard M. Cieri, Esq., Michelle Morgan Harner, Esq.
      and Carl E. Black, Esq.
      facsimile: (216) 579-0212; and

      RICHARDS, LAYTON & FINGER
      One Rodney Square, Wilmington, Delaware 19501
      Attn: Daniel J. DeFranceschi, Esq.
      facsimile: (302) 651-7701. (Burlington Bankruptcy News,
      Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
      0900)   


CE GENERATION: Fitch Keep Watch on Low-B Rated Secured Bonds
------------------------------------------------------------
Fitch Ratings has placed it's rating of CE Generation LLC's $400
million secured bonds due 2018 on Rating Watch Positive. The
bonds are currently rated 'BB'. The change in Rating Watch
status is largely the result of the improved credit quality of
Southern California Edison, the purchaser of a significant
portion of CE Generation's output.

Fitch recently increased the rating of SCE's senior unsecured
debt to 'BB-' with a Ratings Outlook Positive. The new rating
reflects actions taken by the California Public Utilities
Commission to implement its settlement agreement with SCE, and
SCE's payment of roughly $5.5 billion past due obligations on
March 1, 2002.

CE Generation is a portfolio of 13 generation facilities,
including eight geothermal Qualifying Facilities (QFs) that sell
their output under long-term agreements with SCE. The portfolio
also includes three QFs selling their output under long-term
agreements to investment grade counterparties, and two
geothermal facilities selling their output on a merchant basis.

Last year, SCE and participating QFs, including those in the CE
Generation portfolio, entered into an agreement that set forth
the terms under which the QFs would be paid for future power
deliveries as well as past due amounts. In accordance with the
agreement, a subsidiary of CE Generation received $105 million
from SCE on March 1 for past due amounts.

Fitch is currently reviewing the financial and operating
performance of the portfolio, including the revised pricing for
the eight geothermal QFs, the outlook for the merchant
facilities, the performance of the three other QFs, and the
credit quality of all contractual offtakers. Fitch will take
appropriate rating action once that review is completed.


CELLPOINT INC: Shedding Short-Term Debt Owed to Castle Creek
------------------------------------------------------------
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, has concluded
negotiations to eliminate short-term debt held by Castle Creek
Technology Partners and all other debt holders.

In the terms accepted late Friday last week, half of all
outstanding debt and interest instruments held by each debt
holder, approximately $5.5 million, will be converted to equity
at 78 cents per share, which is a 50% premium to the latest
market closing price. All remaining debt has been renegotiated
to long-term debt and is not due until March 2004. These
agreements are subject to a settlement being negotiated in
parallel with the rest of the Company's creditors.

"The Company and its debt holders realized that the short-term
debt had been an obstacle for interested parties such as new
investors, strategic partners as well as customers and we have
worked cooperatively to repair this," said Peter Henricsson,
Chairman and CEO of CellPoint Inc.

"This financial restructuring of CellPoint is the final part of
the restructuring work we commenced last summer," said
Henricsson. "The reason that this reconstruction has been
possible is that the Company's business plan and position in the
market are fundamentally sound and that there is a strong belief
among all stakeholders that the future for CellPoint is bright
based on this financial restructuring. The restructured company
will have no short term debt, lower payables and a very focused
and efficient organization going forward."

The Company will disclose publicly further details of the final
restructuring once a settlement with existing creditors is
concluded.

CellPoint Inc. (Nasdaq and Stockholmsborsen: CLPT) is a leading
global provider of location determination technology, carrier-
class middleware and applications enabling mobile network
operators rapid deployment of revenue generating location-based
services for consumer and business users and to address mobile
E911/E112 security requirements.

CellPoint's two core products, Mobile Location System (MLS) and
Mobile Location Broker (MLB), provide an open standard platform
adapted for multi-vendor networks with secure integration of
third-party applications and content. CellPoint's location
platform handles over 500,000 location requests per hour and has
a seamless migration path to GPRS and 3G.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.

CellPoint is a global company headquartered in Kista, Sweden.
For more information, please visit http://www.cellpoint.com  


CHADMOORE WIRELESSS: Plan of Liquidation Effective February 23
--------------------------------------------------------------
Chadmoore Wireless Group, Inc., a dissolved Colorado
corporation-2002, announced that it is in the process of
finalizing, with the assistance of its auditors and tax and
litigation counsel, the amount of the reserve required under
Colorado law to be set aside to cover creditor claims and tax
liabilities.

As the Nextel sale became a cash transaction, immediately prior
to closing, substantially greater analysis with respect to tax
liabilities is required than the Company or its Tax advisors
anticipated when it was believed the transaction would qualify
as a tax free exchange. Following this final determination, the
Company will commence the initial distribution of cash to the
Company's shareholders as of the dissolution date, which is
expected to occur within about three weeks. Timely distribution
is subject to receipt of confirmation from each shareholder that
he or she is not subject to backup tax withholding as required
by the Internal Revenue Code. The Company already has
transmitted an inquiry concerning tax status to shareholders of
record, in order to promptly make this determination. The
Company will make further distributions from time to time as
claims are satisfied and the Company adjusts the level of the
reserve required for creditors. The total distribution per share
is expected to be consistent with the amounts outlined in the
Company's proxy statement filed in connection with its asset
sale to Nextel and its Plan of Liquidation.

The Company filed its Articles of Dissolution on February 22,
2002 and they became effective as of 12:01 a.m. on February 23,
2002. The Company's transfer agent has closed the share transfer
records of the Company and will no longer recognize or record
any transfers of shares of the Company's common stock.

In addition, in conjunction with its dissolution the Company's
shares were de-listed from the Over-the-Counter Bulletin Board
under the trading symbol, "MOOR." February 22, 2002 is the
record date for all future distributions to shareholders of the
Company's common stock. The Company shall be winding up its
affairs for the next five years pursuant to the Plan of
Liquidation of the Company as approved by its shareholders on
January 28, 2002.


CONNECTICUT SURETY: S&P Revises Rating to R After Rehabilitation
----------------------------------------------------------------
Standard & Poor's said it revised its financial strength rating
on Connecticut Surety Co. to 'R' after the Commissioner of
Insurance for Connecticut, Susan F. Cogswell, pursuant to an
order of rehabilitation, placed Connecticut Surety into
rehabilitation.

"An order of rehabilitation gives the commissioner control of
the company and the ability to thoroughly analyze, evaluate, and
oversee the company's finances and claims," explained Standard &
Poor's credit analyst Jonathan Chassin.

Effective June 1, 2000, Connecticut Surety ceased writing new
business and reinsured 100% of its renewals. When Standard &
Poor's assigned its triple-'Cpi' rating to Connecticut Surety on
July 5, 2000, it cited the company's weak capitalization,
rapidly deteriorating surplus, high leverage, and continued poor
operating performance as major rating factors.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


DELTA FINANCIAL: Prices $175 Million of Asset-Backed Securities
---------------------------------------------------------------
Delta Financial Corporation (OTCBB: DLTO.OB), priced last week
through its subsidiary $175 million of residential closed-end
home equity loan-backed securities through lead manager
Greenwich Capital Markets, Inc. and co-manager Wachovia
Securities Inc.

The Renaissance Home Equity Loan Trust 2002-1 was a senior
subordinate structure, with a fully-funded overcollateralization
account at closing and included a surety wrap credit enhancement
by Financial Security Assurance, Inc on the AAA securities. All
the securities were rated by Standard & Poor's, Fitch IBCA, and
Moody's Investors Service, Inc.

Commenting on the securitization, Hugh Miller, President and
Chief Executive Officer stated, "We were pleased with the
overall execution on this transaction. We are continuing to move
the business in the right direction"

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells (and until May 2001, serviced) non-
conforming home equity loans. Delta's loans are primarily
secured by first mortgages on one- to four-family residential
properties. Delta originates home equity loans primarily in 20
states. Loans are originated through a network of approximately
1,500 brokers and the Company's retail offices. Prior to July 1,
2000, loans were also purchased through a network of
approximately 120 correspondents. Since 1991, Delta has sold
approximately $7.2 billion of its mortgages through 31 AAA rated
securitizations.

                         *  *  *

As previously reported in the Troubled Company Reporter, Delta
Financial Corp. recorded for the year ended December 31, 2000, a
net loss of $49.4 million. The majority of the net loss incurred
related to (1) the write-down of the Company's capitalized
mortgage servicing rights, (2) a reduction in the carrying value
of a portion of the Company's excess cashflow certificates
related to an increase in the discount rate of such certificates
included in the Company's NIM Transaction, (3) the write-down of
the Company's goodwill relating to the 1997 purchase of Fidelity
Mortgage, (4) costs associated with the Company's NIM
transaction in November 2000, and (5) restructuring and debt
modification charges.


EVTC INC: Violates Nasdaq Market Capitalization Requirements
------------------------------------------------------------
EVTC, Inc. (Nasdaq: EVTC) announced that, by letter dated March
4, 2002, The Nasdaq Stock Market staff notified the Company that
the Company was no longer in compliance with the market
capitalization requirements for continued inclusion of its
securities with The Nasdaq Stock Market under Marketplace Rules
4310(C)(2)(B).

As disclosed in its public filings made with the Securities and
Exchange Commission during February of 2002, the staff granted
the Company's request for an oral hearing before a Nasdaq
Listing Qualifications Panel to hear the Company's opposition to
any delisting of its securities.  By its March 4th letter, the
staff advised the Company that the Panel would consider
additional submissions from the Company regarding its
noncompliance with the market capitalization requirements when
rendering a decision following the

March 1, 2002 panel hearing with respect to the previously
disclosed deficiencies.

Pending an adverse determination by the Panel, the Company's
securities will continue to be traded on The Nasdaq Stock
Market.


ENRON: Committee Taps Ernst & Young as Restructuring Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of Enron Corporation and its debtor-affiliates seek the
Court's authority to retain Ernst & Young Corporate Finance LLC
as Restructuring Advisors, nunc pro tunc to December 13, 2001.

Committee Co-Chair William G. von Glahn, Senior Vice President
and General Counsel of The Williams Companies Inc., relates that
Ernst & Young Corporate Finance will provide these services:

  (a) analyzing the current financial position of the Debtors;

  (b) analyzing the Debtors' business plans, cash flow
      projections, restructuring programs, and other reports or
      analyses prepared by the Debtors or their professionals in
      order to advise the Committee on the viability of the
      continuing operations and the reasonableness of
      projections and underlying assumptions;

  (c) analyzing the financial ramifications of proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval, including, but not limited to, DIP financing and
      cash management, counterparty transactions,
      assumption or rejection of contracts, asset sales,
      management compensation and retention and severance plans
      and payment of professional fees;

  (d) analyzing the Debtors' internally prepared financial
      statements and related documentation, in order to evaluate
      the performance of the Debtors as compared to projected
      results on an ongoing basis;

  (e) attending and advising at meetings with the Committee, its
      counsel, other financial advisors and representatives of
      the Debtors;

  (f) assisting and advising the Committee and its counsel in
      the development, evaluation and documentation of any
      plan(s) of reorganization or strategic transaction(s),
      including developing, structuring and negotiating the
      terms and conditions of potential plan(s) or strategic
      transaction(s);

  (g) performing, under the direction of Milbank as counsel to
      the Committee, certain procedures to consist of:

         (i) an investigation of the books and records of the
             Debtors to determine whether the Debtors' financial
             statements for the fiscal years ended December 31,
             1997, 1998, 1999 and 2000 contain any material
             errors;

        (ii) an investigation of the audits of such financial
             statements performed by Arthur Andersen & Co. to
             determine whether Andersen failed to perform such
             audits in accordance with applicable professional
             standards;

       (iii) providing advice with respect to potential claims
             against third parties, officers and others, as
             shall be mutually agreed upon by Ernst & Young
             Corporate Finance, the Committee and Milbank; and

        (iv) providing Milbank with a statement (either verbal
             or written, as mutually agreed between Ernst &
             Young Corporate Finance and Milbank) as to Ernst &
             Young Corporate Finance's findings concerning the
             work performed in connection with paragraphs (i)
             through (iv);

  (h) rendering testimony in connection with procedures (a)
      through (g) on behalf of the Committee, if the Committee
      or its counsel shall request such testimony; and

  (i) providing such other services, as requested by the
      Committee and agreed to by Ernst & Young Corporate
      Finance.

According to Mr. Von Glahn, the Committee chose Ernst & Young
Corporate Finance because of its experience in advising
creditors' committees in large chapter 11 cases and other
debt-restructuring scenarios.  "Ernst & Young Corporate Finance
is an investment banking affiliate of Ernst & Young LLP, a major
national accounting firm, and has specialized expertise in
bankruptcy proceedings," Mr. Von Glahn relates.

Mr. Von Glahn informs Judge Gonzalez that the Committee also
seeking to retain Ernst & Young LLP, a major national accounting
firm with specialized expertise in bankruptcy proceedings, as
accountants to the Committee.  "Although certain aspects of the
representation will necessarily involve both Ernst & Young LLP
and Ernst & Young Corporate Finance, the Committee believes that
Ernst & Young Corporate Finance's services will be complementary
to, rather than duplicative of, the services to be performed by
Ernst & Young LLP," Mr. Von Glahn says.  Furthermore, Mr. Von
Glahn adds, the Committee will make efforts to ensure that
neither Ernst & Young Corporate Finance nor Ernst & Young LLP
will duplicate services.

Ernst & Young Corporate Finance intends to apply to this Court
for payment of compensation and reimbursement of expenses.

C. Kenneth White, managing director of Ernst & Young Corporate
Finance LLC, informs the Court that the firm will charge the
Debtors its standard hourly rates, which are based upon the
professionals' level of experience.  At present, Ernst & Young
Corporate Finance's hourly rates range from:

      $550 to 650    managing directors and principals
       475 to 545    directors,
       375 to 440    vice presidents,
       320 to 340    associates,
              275    analysts, and
              140    client service associates

Mr. White notes that these rates are revised periodically.
"Ernst & Young Corporate Finance shall advise the Committee of
its new rates once the new rates are established if a rate
change is effective during the course of the engagement," Mr.
White says.  Moreover, Mr. White continues, Ernst & Young
Corporate Finance reserves the right to negotiate a completion
bonus with the Committee that would be subject to the approval
of the Bankruptcy Court.

In addition to its fees, Mr. White relates that firm plans to
seek reimbursement of its actual and necessary expenses related
to this engagement.  Ernst & Young Corporate Finance will bill
these expenses separately on a monthly basis, according to Mr.
White.  Normal and reasonable expenses will include costs
directly associated with this engagement, including travel,
accommodations and out-of-town meals, overnight delivery,
database access charges, telephone, facsimile, postage, printing
and duplication.

In the event that any proceedings or legal actions are brought
as a result of Ernst & Young Corporate Finance's performance of
these services, Mr. White emphasizes that the firm will seek
reimbursement of actual expenses and fees.

Mr. White admits that the firm's affiliate -- Ernst & Young LLP
-- performed certain professional services for the Debtors prior
to the Petition Date.  "But since then, no services have been
provided by the firm," Mr. White emphasizes.

Although Ernst & Young Corporate Finance have existing
relationships with certain parties in interest for matters
unrelated to these cases, Mr. White clarifies that such
relationships are not materially adverse to the Committee.

"I believe that Ernst & Young Corporate Finance is eligible for
retention by the Committee under the Bankruptcy Code," Mr. White
contends.

If additional information is discovered that warrants
disclosure, Mr. White promises to immediately file a
supplemental affidavit with the Court. (Enron Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXODUS COMM: Looks to Deloitte for Advice on Tax-Related Matters
----------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates ask the
Court for permission to upgrade the employment of Deloitte and
Touche LLP from ordinary course professionals to formally
retained professionals, nunc pro tunc to February 1, 2002.

Adam W. Wegner, the Debtors' Senior Adviser for Legal and
Corporate Affairs, informs the Court that Deloitte has been
retained by the Debtors since March, 2000 and was employed as of
January 25, 2002 by the Debtors as an ordinary course
professional upon the commencement of their cases.  By virtue of
its prior engagements, Deloitte is familiar with the books,
records, financial information and other data maintained by the
Debtors and thus is well qualified to provide tax advisory
services needed by the Debtors.

Deloitte is expected to:

A. Assist the Debtors with the preparation and filing of various
     sales, real and personal property and income tax returns;

B. Assist the Debtors in preparing for audits by taxing
     authorities;

C. Assist the Debtors in recovery of foreign indirect taxes in
     various jurisdictions;

D. Provide assistance to Debtors' counsel regarding the tax
     impact of the sale of assets and stock of certain of
     Debtors' foreign affiliates;

E. Assist the Debtors' finance department in business process
     control reviews;

F. Assist the Debtors, as agreed by Deloitte, and pursuant to
     separate engagement letters, with the preparation and
     filing of additional various sales, real and personal
     property and income tax returns, in controlling and
     managing its property tax burden and reportable taxable
     property and by providing such other additional tax and
     related consulting services as the Debtors may, from time
     to time, require; and

G. Assist the Debtors, as agreed by Deloitte, and pursuant to
     separate engagement letters, in obtaining various sales,
     real and personal property, value added and income tax
     refunds in the United States and in various foreign
     jurisdictions, and by providing such other additional tax
     and related consulting service as the Debtors may, from
     time to time, require.

Mr. Wegner states that the Debtors will be retaining Deloitte on
a contingent fee basis in obtaining refunds on various taxes,
which will be based on a percentage of the refunds obtained by
the Debtors as a result of Deloitte's contingent services. Under
such an arrangement, Deloitte will not realize any significant
pecuniary benefit unless and until the Debtors successfully
receive a refund based on Deloitte's services.

In addition, Deloitte will be paid by the Debtors on an hourly
basis:

           Partners                   $350 to $525
           Senior Managers            $300 to $400
           Managers                   $175 to $350
           Senior Accountants         $150 to $225
           Accountant Consultants     $150 to $225
           Staff Accountants          $100 to $150
           Staff Consultants          $100 to $150
           Paraprofessionals           $50 to $100

David A. Roche, a Partner at Deloitte & Touche, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtors' estates and is a "disinterested person",
as defined in 11 U.S.C. Section 101(14) of the Bankruptcy Code.
However, the firm is current providing services to several
parties in interests in matters unrelated to the Debtors' cases,
including Aegon, Akamai Technologies Inc., American Information
Systems Inc., American Skandia JanCap Growth Fund, AT&T, Arca
Systems, Inc., Bain Capital Group, Bain Securities Inc., Bank of
Tokyo, Barclays Bank, Berger-All investment, Brookside Capital
Partners Fund, LP, Brookside Savings and Loan Assoc., Brookside
State Bank; Cable & Wireless, Capital Research & Management Co.,
Casey Thomas, CIGNA CHARTER Large Company Stock Growth Fund,
CNS, Cohesive Technology Solutions Inc., CRT's Inc.; Dean
Wetter, Development Bank of Singapore, Eaton Vance, EMC
Corporation, Equity Office, Fidelity Management & Research
Company, Fiji Bank & Trust Co. Inc., FMR Corp., Fuji Bank; G.E.
Capital Corp, GECC Financial Corporation, General Electric,
Global Crossing Ltd., Global Center Holding Co., Global Center
Inc., Goldman Sachs, Hi-tech Engineering, HRH Construction,
Janus, JMG Capital Management Inc., K Capital Partners LLC,
Kemper Corporation Kemper Financial Services Inc., Kemper
Securities Group Key Labs Inc., Krause Foundation Inc. R&W,
Krause William Latham & Watkins, Lazard Freres Legg Mason,
Lehman Brothers, Loomis Sayles, Lord Abbett & Co, Mark & Wynne
Dubovoy Marsh & Mclennan Companies, Ted Mocarski, Morgan
Stanley, MSDW, North Western Investment Management, Nova, Nova
Capital II Inc., Nova Capital, LLC, Nova Chemicals Corporation,
NOVA Corporation, Oppenheimer, Oracle, Oracle Westmore Co.,
Oracle: Automotive & Flow Manufacturing, Pachulski, Stang, Ziehl
& Young, Pachulski Stang Ziehl Young & Jones, Paul Hastings
Janofsky Walker, PG Investors, Prudential, Putnam Investment,
RBC Dominion, Richard White, Richards Layton & Finger, Sabey
Construction, Saloman Smith Barney, Sanrise, Scudder Kemper
Funds, Scudder Kemper Investments Inc., Service Metrics Inc.,
Shearson Lehman Brothers, Silicon Valley Bancshares, Startt
Acquisition LLC, Storage Networks Inc., T. Rowe Price, TCW, The
Goldman Sachs Foundation, TMG Life Insurance Company, TMG
Partners Transamerica Corp, Turner Construction, Turner
Development, Ventura Investment Corporation Inc., Venture,
Venture Capital Fund, Venture Holdings Trust, Venture
Industries, Venture Investment Association, Venture Investment
Management Company LLC, Ventures Ltd. Ventures, Wachtel, Lipton,
Rosen & Katz, Wellington Financial Corp., Wellington Management,
Wellington Trust Company NA, Wells Fargo, Westcon Inc., Richard
S. White, Richard T & Eva P. White, William Austin, Zurich
Financial Services, Zurich Insurance, Zurich Investment
Management and Zurich Scudder Investments Inc.

Mr. Roche informs the Court that during the last 12 months prior
to the petition date, Deloitte was compensated approximately
$1,117,600 by the Debtors on account of prepetition services
rendered. (Exodus Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Future Rep. Signs-Up ARPC as Asbestos Consultants
----------------------------------------------------------------
Eric D. Green, Esq., the Legal Representative for Future
Claimants appointed in Federal-Mogul's chapter 11 cases, moves
the Court to authorize his employment and retention of Analysis,
Research, and Planning Corporation as an Asbestos Consultant.

Mr. Green says that, as the legal spokesperson of those who
might want to claim asbestos-related liabilities against the
Debtors, he wants the firm to provide consulting services to aid
in estimating the volume, value, and timing as well as the
management and processing of future claims. The services will
allow him to can effectively quantify the contingent liabilities
of the unknown asbestos claimants.

Mr. Green believes that the ARPC is well suited for the task.
For twenty years, the firm has dealt with many of the largest
personal injury and property damages in the country and has been
retained in litigation arising from asbestos, breast implants,
Albuterol asthma medication, Dalkon Shield, IUD, the Love Canal
Waste site, the Three Mile Island nuclear incident, and several
other superfund sites.  During the course of these retentions,
the firm's professionals have helped in the development of
reorganization plans, and have retained as expert witnesses for
the qualification of liability in bankruptcy cases. Mr. Green is
confident that the firm's familiarity with the Debtors'
asbestos-related liability issues will significantly benefit the
Debtors' estates, the creditors and the unknown claimants.

Subject to Court's approval, the firm will be paid on an hourly
basis:

      Principal               $350-$450
      Senior Consultants      $250-$350
      Consultants             $180-$250
      Analysts                $125-$200

Analysis, Research, and Planning Corporation President B. Thomas
Florence says that his firm has no interest adverse to the
Debtors' estates and has not represented the Debtors or any
other creditor, equity security holder or party-in-interest in
connection with Federal-Mogul's chapter 11 cases.

However, ARPC have previously done work, unrelated to the
Debtors' Chapter 11 cases, with three law firms connected to
these proceedings:  Gilbert Heintz & Randolph, Sidley Austin
Brown & Wood, and Spriggs & Hollingsworth.

In 1998, Mr. Thomson adds that the firm had been retained to
assist the Debtor in a chapter 11 case with Fuller Austin
Insulation Company where Mr. Green was appointed as the Future
Claimants' Representative.  In 2000, the firm also served as
claims evaluation consultant to Mr. Green in the Babcock &
Wilcox Company bankruptcy case and was the proposed consultant
for the Armstrong World Industries, Inc. case. (Federal-Mogul
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEMING COMPANIES: Expects Strong Net Earnings Growth for 2002
--------------------------------------------------------------
Fleming (NYSE: FLM) updated earnings guidance for its 2002 and
2003 fiscal years.  Total earnings per share are anticipated to
range from $2.65 to $2.75 in 2002.  This represents net earnings
growth of approximately 18 percent compared to 2001. The fully
diluted average share count for the year is anticipated to be
52 million shares, up from 48.9 million for 2001.

In assessing updated guidance, Fleming incorporated the loss of
sales related to Kmart's store closure plan, assumed lower sales
going forward for Kmart's remaining locations, and costs
associated with the shutdown and start-up of sales to Kmart that
occurred in January 2002.  The net impact of these was a
reduction of approximately $.20 per share from Fleming's
previous earnings guidance.

"Despite the sudden bankruptcy of our largest customer, I am
very pleased with the strong earnings growth we are anticipating
for 2002," said Mark Hansen, chairman of the board and chief
executive officer.  "It is a tribute to the focus and
adaptability of our associates throughout the organization."
Commenting on Kmart's announcement to close 284 stores, Hansen
said, "We applaud the move by Kmart to quickly address store
closures.  By closing the least productive stores, both Kmart
and Fleming are in a better position help move the remaining
business forward."

          Lower Sales from Kmart:  $.15 Per Share

Lower Kmart sales volumes attributable to the announced 284
store closures will reduce annualized revenue by approximately
$400 million.  Additionally, due to consumer uncertainty and the
generally lower sales levels that most retailers experience as a
result of a Chapter 11 filing, Fleming is assuming annualized
volume at the remaining Kmart stores will be lower by up to an
additional $500 million, with an aggregate 2002 annual earnings
impact of approximately $.15 per share.

                   Business Disruptions Related
          to Kmart Shutdown and Start-up: $.10 per Share

Fleming suffered significant disruptions to its business in the
first quarter with the sudden shutdown and startup of business
to Kmart because of their bankruptcy filing.  These disruptions
included stopping and re-starting shipments in a five day period
in January after Kmart failed to pay their receivable; re-
routing approximately $200 million of merchandise through the
system; absorbing or re-directing perishable products to other
customers; working with vendors to re-establish supply to Kmart;
and, forecasting supply levels for Kmart as they began to
replenish shelves after the bankruptcy filing.  In total, these
measurable disruptions cost the business approximately $.10 per
share in lost earnings.

           Mitigating Efforts Earn Back $.05 Per Share

Fleming mitigated a substantial portion of these costs by
reducing inventories by approximately $65 million on top of
significant inventory reductions in the fourth quarter, further
reducing SG&A expenses, and eliminating temporary warehouse
space.  The benefit of these mitigating efforts will be
approximately $.05 per share.  "When a retailer files for
bankruptcy, there are always uncertainties regarding disruptions
within the supply chain and sustainable sales levels," said
Hansen.  "I am proud of the fact that the Fleming organization
was able to mitigate a substantial amount of the effect of the
Kmart disruption in order to minimize the impact on earnings per
share."

Fleming has a number of significant initiatives in process that
will help drive sales and margins going forward, further
mitigating the costs noted above.  Fleming's technology roll-out
is showing early benefits that will progressively grow
throughout the year; important sales prospects appear imminent
that will begin to fill the void resulting from the Kmart store
closures; and, strong prospects in other new retail channels
will continue to diversify the Fleming customer base.  "Fleming
has a number of powerful initiatives and programs underway that,
in our opinion, will help us recover much of what was lost from
the Kmart business," noted Hansen.

                    FAS 142:  $.40 Per Share

In 2002, Fleming is implementing FAS 142 ("Goodwill and Other
Intangible Assets"), which eliminates amortization of goodwill
to earnings.  Goodwill amortization in 2001 was $21.2 million.  
The company's 2002 guidance reflects a positive impact of
approximately $.40 per share attributable to the new accounting
rules.

                    First Quarter 2002 Guidance

First quarter 2002 earnings will range from $.50 to $.54 per
share, with subsequent quarters growing approximately 15 percent
above 2001 levels excluding the amortization of goodwill.  
Fleming's first quarter guidance, which incorporates the impact
of lower Kmart sales and business disruptions (estimated to be
approximately $.08 in the quarter), represents net earnings
growth of approximately six percent for the quarter.  The first
quarter 2002 fully diluted share count, assumed to be 51 million
shares, is up nearly

21 percent from the first quarter of 2001, which totaled 42.2
million shares, resulting principally from the company's
convertible bond issuance in early 2001 and the issuance of
shares in a private equity transaction.

                         2003 Guidance

Earnings guidance for 2003 is in a range of $3.40 to $3.50 per
share.  In preparing its guidance, Fleming has assumed Kmart
sales remain flat at $3.6 billion annually.

                        Kmart Quantified

In its financial review, Fleming identified the total value of
the Kmart business on Fleming's earnings.  "To put this in
context," said Hansen, "the total effect of the Kmart business
is currently approximately $.50 per share in the overall Fleming
results, but will increase over the life of the contract with
the growth of anticipated synergies."

Fleming is the industry leader in distribution and has a growing
presence in value retailing.  Fleming's primary business is
buying and selling merchandise.  The company serves
approximately 3,000 supermarkets, including supermarkets under
the IGA banner, 6,800 convenience stores, and more than 2,000
supercenters, discount, limited assortment, drug, specialty, and
other stores across the United States.  To learn more about
Fleming, visit our Web site at http://www.fleming.com

                              *   *   *

As reported in the January 29, 2002 edition of Troubled Company
Reporter, Standard & Poor's placed its ratings on Fleming Cos.
Inc. on CreditWatch with negative implications. The placement
reflected uncertainty about the impact of Kmart Corp.'s
bankruptcy filing on Fleming.

These uncertain issues include the extent of Kmart's downsizing
of its store base and the resulting impact on Fleming's capacity
utilization and profitability, and what changes, if any, may be
made to the existing supply contract between Kmart and Fleming.
Fleming's $4.5 billion 10-year supply chain agreement with Kmart
Corp., effective June 2001, covers distribution of substantially
all of Kmart's food and consumables products.

                  Ratings Placed on CreditWatch
                    with Negative Implications

     Fleming Cos. Inc.
       Corporate credit rating     BB
       Senior secured debt         BB+
       Senior unsecured debt       BB-
       Subordinated debt           B+


FOURTHSTAGE TECHNOLOGIES: Shoos-Away Ernst & Young as Auditors
--------------------------------------------------------------
Fourthstage Technologies, Inc., f/k/a Aperian, Inc., has
dismissed their independent auditors, Ernst & Young, effective
February 18, 2002.

Also on that date the Company appointed Semple & Cooper, LLP, of
2700 N. Central Avenue,  Ste. 1100,  Phoenix, Arizona 85004, as
independent auditors.  These actions were approved by
Fourthstage's Board of Directors upon recommendation of its
audit committee.  The selection of Semple & Cooper was  approved
by Fourthstage after an evaluation process initiated by
Fourthstage's audit committee.  

During the retention of Ernst & Young, the financial statement
for the year ended March 31, 2001  contained an uncertainty
paragraph with respect to Fourthstage's ability to continue as a
going  concern.   Ernst & Young also reported a material
weakness letter, issued February 2001, concerning  the lack of
internal controlto  prepare financial statements within the
meaning of Item 304 of SEC regulation S-K for that period of
time.

FourthStage Technologies filed for chapter 11 reorganization in
the U.S. Bankruptcy Court for the District of Arizona in Phoenix
on December 31, 2001. The Company provides technology
integration systems.


FRUIT OF THE LOOM: Tosses Some Grenades to DDJ, Lehman & Mariner
----------------------------------------------------------------
Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy,
counsel for Fruit of the Loom, seeks a court order compelling
the Dissident Bondholders -- DDJ Capital Management, Lehman
Brothers and Mariner Investments -- to produce documents
revealing the full nature and extent of their claims in these
cases.

      Do the Dissident Bondholder Hold Secured Debt Too?

Mr. Despins tells Judge Walsh that the Dissident Bondholders
have placed squarely at issue their ownership of various claims
against, and bonds issued by, Fruit of the Loom.  In their
Objection to Fruit of the Loom's Disclosure Statement, the
Dissident Bondholders have positioned themselves as the champion
of the unsecured creditors by virtue of their ownership of Fruit
of Loom's unsecured 8-7/8% Senior Notes. However, nowhere in
their Objection to the Disclosure Statement do the Dissident
Bondholders mention that they own, in addition to the 8-7/8%
Notes, some secured notes issued by Fruit of the Loom.  Fruit of
the Loom believes that the Dissident Bondholders presently hold
at least $80,000,000 in face amount of senior secured notes.  To
date, the Dissident Bondholders have not disclosed sufficient
facts regarding their ownership, purchase or sale of these
senior secured notes.

                   Did the Dissident Bondholders
                   Trade on Inside Information?

In addition, the Debtors argue that documents concerning the
Dissident Bondholders' secured claims are relevant to explore
whether they obtained, or were in a position to obtain,
confidential information concerning Fruit of the Loom that was
then used to purchase and sell Fruit of the Loom securities.  
This matter should be fully explored because the Dissident
Bondholders may have obtained their unsecured claims under
dubious circumstances.  This may give them a hidden agenda to
ensure defeat of the amended plan of reorganization.

Fruit of the Loom reminds Judge Walsh that prior to the filing
of the Rule 2019 Verified Statement, the Dissident Bondholders
had numerous potential avenues to obtain confidential
information concerning Fruit of the Loom.  Through March 2001,
certain of the Dissident Bondholders were listed as members of
the Informal Committee of Senior Secured Noteholders.  
Thereafter, in May and June 2001, the Dissident Bondholders
participated in confidential mediation proceedings.  From May
through October 2001, they were allowed access to all
information pertaining to the then-confidential Marketing
Process, which was not made public until November 2, 2001.  This
access to material, non-public information and the possible use
of that information to purchase secured and unsecured claims
provides a more than adequate basis on which to seek the
production of the requested documents.

Fruit of the Loom submits that it is entitled to examine the
interests the Dissident Bondholders have and what motivations
this group has to vote, and to solicit the votes of others, in
any plan of reorganization by virtue of their diverse ownership
interests.  The interests of unsecured creditors, many of whom
likely purchased their claims pre-petition for 100 cents on the
dollar, may be quite different from those of the Dissident
Bondholders, who may have purchased and sold secured and
unsecured claims both before and after the Petition date of
December 29, 1999.  Specifically, the motivations and good faith
of the Dissident Bondholders will be relevant to any questions
regarding solicitation.

        The Bondholders' Rule 2019 Statement is Deficient

On November 19, 2001, counsel for the Dissident Bondholders
filed and served their Rule 2019 Verified Statement, which
stated: "[Hennigan Bennett] has been advised by the Bondholders
that they collectively hold approximately $134.8 million of the
face amount of the [8-7/8%] Notes, which equals 53.9% of the
total outstanding face amount of [8-7/8%] Notes."

In making the bare representation above, counsel for the
Dissident Bondholders failed to meet the disclosure requirements
of Bankruptcy Rule 2019, which states in pertinent part:

     Data Required. In a chapter 9 municipality or chapter 11
     reorganization case, except with respect to a committee
     appointed pursuant to Section 1102 or 1114 of the Code,
     every entity or committee representing more than one
     creditor or equity security holder and, unless otherwise
     directed by the court, every indenture trustee, shall file
     a verified statement setting forth (1) the name and address           
     of the creditor or equity security holder; (2) the nature
     and amount of the claim or interest and the time of
     acquisition thereof unless it is alleged to have been
     acquired more than one year prior to the [Petition Date].

In response to Hennigan Bennett's deficient Rule 2019 Verified
Statement, Fruit of the Loom served a Document Request on the
Dissident Bondholders.  The Document Request principally sought
documents relating to any claims against, or interests in, Fruit
of the Loom, including documents reflecting the Dissident
Bondholders' purchase or sale of any senior secured notes.

Fruit of the Loom claims that the Dissident Bondholders'
document production has been patently inadequate. The Dissident
Bondholders objected to the production of documents relating to
their ownership of claims against or notes issued by Fruit of
the Loom other than the 8-7/8% Notes, principally on the grounds
that such documents were irrelevant and beyond the scope of
permissible discovery. The Dissident Bondholders have not
produced any documents in response to these requests other than
those relating to the 8-7/8% Notes.

       The Dissident Bondholders are Acting Hypocritically

Subsequent events have increased the relevance of the withheld
documents relating to the Dissident Bondholders' secured claims.
On January 25, 2002, the Dissident Bondholders filed their
"Specific Objections" to the Disclosure Statement's adequacy.  
They also wanted the Solicitation Package to include a letter
attached to their Objection to the Disclosure Statement. In
their proposed solicitation letter, the Dissident Bondholders
urged unsecured creditors to reject Fruit of the Loom's proposed
plan of reorganization as not being in their best interests.

Although the Court correctly overruled this unreasonable demand,
the Dissident Bondholders remain free to send that same letter
to creditors on their own, independently of Fruit of the Loom's
distribution of the Disclosure Statement. In fact, the Dissident
Bondholders demanded and Fruit of the Loom agreed to provide
them with the mailing lists used to send the Plan solicitation
materials to all voting classes.  This is obvious proof that the
Dissident Bondholders' intend to continue to solicit rejections
of the Plan.

Mr. Despins asserts that the Dissident Bondholders are acting in
a hypocritical manner.  Under their Objection to the Disclosure
Statement entitled "The Disclosure Statement Fails to Disclose
Certain Information Regarding Berkshire," the Dissident
Bondholders conceded that information relating to all of the
various claims and ownership interests of a party should be made
available to creditors voting on the plan. In challenging the
adequacy of the disclosure of Berkshire Hathaway's ownership
interests in Fruit of the Loom, the Dissident Bondholders stated
as follows:

The Disclosure Statement fails to include certain significant
information regarding the relationship between the Debtors and
Berkshire. Specifically, the Disclosure Statement should
disclose that Berkshire is the holder of claims against the
Debtors, and state the amount of those claims and whether they
are secured or unsecured, so that creditors voting on the
Amended Plan can evaluate the various interests of Berkshire in
this case and whether Berkshire used its holdings as a creditor
to gain an unfair advantage in the sale process. The Disclosure
Statement should also disclose whether Berkshire has been
provided with financial and cash flow projections different from
those attached to the Amended Plan.

Fruit of the Loom says that the same reasoning militates in
favor of compelling the Dissident Bondholders to disclose all of
their ownership interests.  This group cannot demand production
of documents concerning all of Berkshire Hathaway's claims in
Fruit of the Loom, but object to any request for the very same
information relating to their claims. The requested information
is necessary to evaluate whether the "various interests" of the
Dissident Bondholders have been used in an improper manner with
respect to the Plan and other creditors.

The Debtors also suspect that the Dissident Bondholders have
purchased additional unsecured claims since the filing of their
Rule 2019 Verified Statement on November 19, 2001.  In their
Rule 2019 Verified Statement, the Dissident Bondholders claimed
they held only $134,800,000 of the face amount of the 8-7/8%
Notes.  However, in their Objection to the Disclosure Statement,
filed approximately two months later, the Dissident Bondholders
asserted that they held approximately $160,000,000 of the 8-7/8%
Notes.  Thus, the only conclusion that can be drawn from these
documents is that since November 19, 2001, the Dissident
Bondholders have purchased additional 8-7/8% Notes in the
approximate face amount of about $26,000,000. (Fruit of the Loom
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


GC COMPANIES: AMC Entertainment Agrees to Support Plan Revisions
----------------------------------------------------------------
In furtherance of AMC Entertainment's efforts to complete its
proposed acquisition of GC Companies, Inc., on February 27,
2002, the Company, together with GC Companies and the official
committee of unsecured creditors in the Chapter 11 cases of GC
Companies and its chapter 11 debtor affiliated entities, entered
into a support agreement with The Bank of Nova Scotia wherein
the parties conditionally agreed to support a modification to
the GC Companies' plan of reorganization.  With the execution of
this agreement, AMC now has obtained support agreements from the
most significant institutional creditors of GC Companies.

On March 1, 2002, GC Companies and the official committee of
unsecured creditors filed a modified first amended joint plan of
reorganization reflecting, among other matters, the
modifications referred to in the Bank of Nova Scotia support
agreement and a support agreement with Fleet National Bank and
Bank of America referred to below that was entered into on
February 14, 2002.  In addition, on March 1, 2002, Fleet
National Bank notified AMC of its election to accept payment
under the plan of reorganization of its domestic bank claims in
the form of AMC's senior subordinated notes.

As a result of these and other developments, AMC currently
estimates that the purchase price for GC Companies will be
$174.8 million (net of $6.5 million from the committed sale of
GC Companies' portfolio of venture capital investments),
consisting of $74.4 million of cash, $70 million of AMC's senior
subordinated notes and $30.4 million of AMC common stock, which
would represent approximately 2.7 million shares at a price of  
$11.24 per share  (the last reported sale price of its common
stock on March 4, 2002).

The ultimate amount that AMC will distribute to creditors of GC
Companies is not presently determinable with certainty and will
depend, among other things, upon:

     -- a final determination of allowed claims that will be
          made by the bankruptcy court;

     -- the form of consideration chosen by certain creditors to      
          whom alternatives are available;

     -- the form of recovery and consideration AMC chooses to
          issue to certain creditors;

     -- the amount of cash otherwise available to GC Companies
          at the effective date of the plan of reorganization;
          and

     -- the length of time it takes to consummate the
          transaction.

AMC's purchase price estimates do not include certain contingent
obligations. Its purchase price estimates also assume that GC
Companies' debtor-in-possession, or DIP, facility borrowings at
the effective time of the plan of reorganization will not exceed
$20.5 million, which amount includes $10.75 million for the
purchase of participating interests in loans to GC Companies'
South American joint venture as contemplated by the Fleet/Bank
of America support agreement. If borrowings at the effective
time are different from current estimates, the purchase price
and the cash AMC will pay may increase or decrease depending on
the final borrowings outstanding under the DIP facility. AMC is
required to repay the DIP facility on the effective date of the
plan of reorganization if GC Companies is unable to do so.


GLOBAL CROSSING: Tyco Demands Prompt Decision on Contracts
----------------------------------------------------------
Tyco Telecommunications (US) Inc. moves the Court for an order
compelling Global Crossing Ltd., and its debtor-affiliates to
assume or reject certain executory contracts immediately.

Paul Kizel, Esq., at Lowenstein Sandler PC in Roseland, New
Jersey, relates that the Debtors are party to four contracts
with Tyco:

A. Project Development and Construction Contract between Tyco
     and Atlantic Crossing Ltd. (AC-1) dated March 18, 1997. The
     outstanding contract amount to complete work under the AC-1
     Contract is $15,179,226.

B. Project Development and Construction Contract Between Tyco
     and Pan American Crossing Ltd. dated July 21, 1998
     The outstanding amount to complete work under the PAC
     Contract is $29,375,346.

C. Construction Contract Between Tyco and Mid-Atlantic Crossing
     Ltd. and MAC Landing Corp. dated November 30, 1998. The
     outstanding contract amount to complete work under the MAC
     Contract is $1,129,633.

D. Supply Contract Between Tyco and Atlantic Crossing-II Ltd.
     (AC-II) dated March 7, 2000. The outstanding amount to
     complete work under the AC-II Contract is $5,308,802.

Mr. Kizel explains that the Supply Contracts govern Tyco's
design, construction, installation, supply, delivery and
manufacture of Debtors' undersea fiber optic cable network, as
well as system upgrades, warranty, long-term support and
provision of intellectual property, including non-exclusive non-
assignable licenses. A significant amount of work, upgrade work
and warranty support remains to be performed under each of the
Supply Contracts except in the case of the MAC Contract which
does not provide for upgrade work.

Mr. Kizel relates that on January 31, 2002, Tyco advised the
Debtors that it is ready, willing and able to perform under the
Supply Contracts and requested that the Debtors assume each of
these executory contracts or provide cash in advance payments of
approximately $24,000,000 representing payment for work, which
Tyco believed the Debtors desired Tyco to immediately undertake.
The Debtors responded to Tyco by letter dated February 7, 2002
and refused to provide Tyco with any assurance of payment but
have continued to request that Tyco perform under the Supply
Contracts.

Despite its insecurity, Mr. Kizel tells the Court that Tyco is
presently providing and supporting the Debtors' worldwide fiber
optic networks pursuant to the Supply Contracts. Tyco currently
intends to continue building these networks, unless and until it
becomes evident through the Debtors rejection of the Supply
Contracts or other events that Tyco may not be paid in full, in
a timely manner for its performance under the Supply Contracts.
Without the assurance provided by the Debtors' assumption of the
Supply Contracts or payments in advance, however, Tyco faces
increasing uncertainty and unacceptable financial risk of non-
payment.

Mr. Kizel believes that the Court should order the Debtors to
assume or reject the Supply Contracts on or before February 28,
2002. The work to be completed under the Tyco Supply Contracts
is essential to the Debtors' plan to complete their
international fiber optic network. Indeed, the Debtors are
requesting Tyco perform under the Supply Contracts thereby
demonstrating that the Supply Contracts are critical and
necessary for the Debtors' reorganization. Therefore, any
argument that it is "premature" to determine whether the Supply
Contracts are necessary is without merit.

Mr. Kizel contends that the Debtors have the financial ability
to cure the $29,000,000 pre-petition debt scheduled in the
chapter 11 petition2, and such other amounts that are due and
owing, and to pay in advance for goods and services under the
Supply Contracts. Under the circumstances, no harm could result
from compelling the Debtors either to assume or reject the
Supply Contracts on or before February 28, 2002. In fact, doing
so will promote the Debtors' reorganization efforts, because
continued performance by Tyco is an essential part of
establishing the Debtors' networks.

By contrast, Mr. Kizel asserts that denying the Motion will
cause great harm to Tyco, which continues in good faith to
perform under the Supply Contracts. Until the Debtors decide
whether to assume or reject the Supply Contracts, Tyco will be
in a position of providing significant and valuable goods and
services to the Debtors with no assurance of being compensated.
(Global Crossing Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Plans to Reject Woodcliff Office Park Lease
------------------------------------------------------------
Global Crossing announced that it has notified Widewaters
Woodcliff VI Co. that it will not be moving into the Woodcliff
Office Park in Perinton, N.Y., as previously announced. Global
Crossing, which announced in November 2001 that it would lease
the Woodcliff Office Park as part of its plan to consolidate its
Rochester operations, decided instead to utilize area facilities
it already occupies. Global Crossing will be filing a motion
with the U.S. Bankruptcy Court for the Southern District of N.Y.
to reject the Woodcliff Office Park lease.  No filing date has
been announced.

Since Global Crossing did not yet occupy the building, no
employees, operations or customers are affected by this
decision.

"We re-evaluated the situation and determined that it would be
more cost-effective for Global Crossing to move in a different
direction," said David Carey, senior vice president, Global
Crossing.  "We took into consideration the cost of preparing the
facility for our use, and determined that we could eliminate
millions of dollars in capital expenditures by utilizing
facilities we already occupy.

"The consolidation that is taking place in Rochester, as well as
that which we have previously announced in Beverly Hills, is
part of a larger effort to vacate more than 70 sites and save an
estimated $72 million in real estate costs," Carey added.  "This
is a critical step towards helping Global Crossing achieve its
goal of becoming a leaner operation as we continue to work
through the restructuring process."

Global Crossing plans to reduce the number of offices leased in
Rochester from 10 to three by the end of the second quarter.  
However, Carey noted that the Rochester community would continue
to be central to operations.

"We want to emphasize that we are not leaving Rochester -- we
continue to have a substantial presence in the community," said
John Legere, chief executive officer of Global Crossing.

Global Crossing announced recently that it is planning to reduce
its workforce by approximately 1,600 by the end of March.  
However, Global Crossing has not released information on the
specific impact of any geographic region.  "That is all still
under consideration," stated Legere.

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.


HQ GLOBAL WORKPLACES: Files for Chapter 11 Relief in Delaware
-------------------------------------------------------------
HQ Global Workplaces, a leading office outsourcing company, and
32 of its U.S. affiliates filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the District of Delaware.

In conjunction with the filing, HQ has received a commitment for
up to $30 million in debtor-in-possession (DIP) financing which,
upon Bankruptcy Court approval and execution of definitive
agreements, will provide funding for the company's ongoing
operations.

Over the last several months HQ has taken a number of steps to
restructure its operations and has addressed the operational
problems that, along with certain external factors, including
the difficult economic climate, negatively affected the
company's performance.

"We have accomplished a great deal in the last few months, "
said Jon Halpern, recently appointed Chief Executive Officer of
HQ. "We have streamlined our operations by closing unprofitable
office centers, reducing our workforce, and eliminating excess
inventory. We have restructured our field operations to better
drive business from the local level. Most importantly, we have
changed our corporate culture in a manner that will allow our
employees to focus more on building business relationships and
providing our clients with an even higher quality of service
than before. These accomplishments put HQ on the path to
success."

Halpern continued, "Having already made great strides in
restructuring our operations, we are now able to turn our focus
to restoring our financial stability and ensuring our long-term
financial health. After carefully consideration, we concluded
that Chapter 11 reorganization is the best course for HQ. The
decision to seek protection under Chapter 11 will allow HQ to
reorganize its financial structure with minimal disruption to
our operations. With much of our operational improvements
already in place, HQ is well positioned to emerge from Chapter
11 as a strong, profitable company."

HQ will continue to operate in the ordinary course of business.
The company said that it expects to receive Bankruptcy Court
approval to, among other things, continue payment of pre-
petition and post-petition wages, salaries, incentive plans,
medical, disability, severance, vacation and other benefits.

Halpern concluded, "We appreciate the ongoing loyalty and
support of our Team Members. Their dedication and hard work is
critical to our success, and for that I thank them. I also thank
our clients, vendors and landlords for their support during HQ's
restructuring. Our management team and I are committed to making
this reorganization successful and leading HQ towards a brighter
future."

As a world leader in the business center industry, HQ Global
Workplaces -- http://www.HQGlobal.com-- offers a flexible and  
cost-effective alternative to traditional office leasing for
Fortune 100 corporations, small- to mid-size companies and
independent entrepreneurs. Through its network of over 400
company-owned and franchised locations, HQ provides its 38,000
clients with furnished, private offices, team rooms and meeting
rooms along with essential business services, including
administrative support. HQ also offers a variety of state-of-
the-art, technology-based productivity tools including high-
speed Internet access, videoconferencing and telecommunications
services. HQ garners the world's largest videoconferencing
public room network with more than 3,000 locations. HQ is
majority owned by FrontLine Capital Group (NASDAQ: FLCG).


HQ GLOBAL: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: HQ Global Holdings, Inc.
             15305 Dallas Parkway
             Suite 1400, LB-20
             Addison, Texas 75001

Bankruptcy Case No.: 02-10760

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     HQ Global Workplaces, Inc.                 02-10761
     CCCO, Inc.                                 02-10762
     Executive Office Center, Inc.              02-10763
     Executive Office Network, Ltd.             02-10764
     HQ Network Systems, Inc.                   02-10765
     HQPA, Inc.                                 02-10766
     OfficePlus Corporation                     02-10767
      a/k/a Vantas Midwest, Inc.
     OfficeWorks, Inc.                          02-10768
     Overfield Balck Associates, Inc.           02-10770
     RTCCO, Inc.                                02-10771
     San Francisco Office Network, Inc.         02-10772
     Texas Suites, Inc.                         02-10773
     Travel Disposition Company                 02-10774
     TYCO, Inc.                                 02-10775
     Vantas 2300 M., Inc.                       02-10776
     Vantas Avenue of the Stars, Inc.           02-10777  
     Vantas Bethesda Metro, Inc.                02-10778
     Vantas Boca Raton, Inc.                    02-10779
     Vantas Corporate Centers, Inc.             02-10780
     Vantas Costa Mesa, Inc.                    02-10781
     Vantas Costa Mesa Executive Offices, Inc.  02-10782
     Vantas Dublin, Inc.                        02-10783
     Vantas International Holdings, Inc.        02-10784
     Vantas Long Island, L.L.C.                 02-10785
     Vantas New York, Inc.                      02-10786
     Vantas Newport, Inc.                       02-10787
     Vantas North Michigan, Inc.                02-10788
     Vantas North California, Inc.              02-10789
     Vantas Pacific, Inc.                       02-10790
     Vantas San Francisco, Inc.                 02-10791
     Vantas Skokie, L.L.C.                      02-10793
     Vantas Southern California, Inc.           02-10794

Chapter 11 Petition Date: March 13, 2002

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  Wilmington, Delaware 19899
                  302/651-7700

                  and
          
                  Corinne Ball, Esq.
                  Jones, Day, Rtavis & Pogue
                  222 East 41st Street
                  New York, New York 10017
                  212/326-3939
   
Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Partners and      Mezzanine Debt         $46,134,515
Chase Equity Associates
Andrew Cavanna
1221 Avenue of the Americas
39th Floor
New York, New York 10020-1080
Tel: 212-899-3560
Fax: 917-464-8298

Blackstone Mezzanine        Mezzanine Debt        $41,520,882   
Partners L.P.
Salvatore Gentile
345 Park Avenue, 31st Floor
New York, New York 10022
Tel: 212-847-3513
Fax: 212-847-3535

CT Mezzanine Partners L.P.  Mezzanine Debt        $28,559,433   
Daniel Classen
c/o Capital Trust
410 Park Avenue, 14th Floor
New York, New York 10022
Tel: 212-655-0244
Fax: 212-655-0044

Ares Leveraged       Mezzanine Debt                $7,688,985
Investment Fund
Eric Beckman
1999 Avenue of the Stars
Los Angeles, California 90067
Tel: 310-201-4215
Fax: 310-201-4157

Ares Leveraged Investment   Mezzanine Debt         $7,688,985
Adam Stein
1999 Avenue of the Stars,
Los Angeles, California 90067
Tel: 310-201-4182
Fax: 310-201-4157

Blackstone Mezzanine       Mezzanine Debt          $4,613,633
Holdings L.P.
Salvatore Gentile
345 Park Avenue, 31st Floor
New York, New York 10022
Tel: 212-583-5443
Fax: 212-583-5482

Gibson Dunn & Crutcher      Services - Legal Fees  $1,244,092
LLP
Harlan Cohen
2100 McKinney Avenue
Suite 1100, Dallas, Texas
75201
Tel: 214-698-3109
Fax: 214-847-3535

Goldentree Asset            Mezzanine Debt         $1,098,254
Management
Laurie Lapine
410 Park Avenue, 14th Floor
New York, New York 1022
Tel: 212-847-3513
Fax: 212-847-3535

Hogan & Hartson LLP         Services - Legal fees    $875,079
Karen Hardwick
Columbia Square 555
Thirteenth Street NW,
Washington DC 20004
Tel: 202-637-5600
Fax: 212-847-3535

223 Broadway LLC            Landlord - Real          $838,856
Attn: General Counsel       Property Lease
& Controller
RCPI Landmark Properties, LLC
c/o Tishman Speyer Properties, LP
45 Rockefeller Plaza,
New York, New York 10111;
Office of the Center, 45
Rockefeller Plaza,
New York, New York 10111
Tel: 212-332-6664
Fax: 212-332-6674

Wahlstrom/West              Service - Advertising    $732,731
Kevin Ryan
17600 Gillette Avenue
Irvine, California 92614
Tel: 949-399-8600
Fax: 949-851-8150

Brook Furniture Rental, Inc.  Personal Property      $688,790
Michelle Robinson             Lease - Furniture
18960 E. San Jose Avenue
City of Industry, California
91748
Tel: 626-965-3811 x 219
Fax: 626-965-7982

Xerox Corporation           Personal Property        $685,762
Pat Tullo                   Lease - Copiers/Faxes
220 East Las Colinas
Boulevard
Irving, Texas 75039
Tel: 972-830-4324
Fax: 972-830-4026

Nexuraone LLC               Service Agreement        $637,269
Polly Derrick               Telephone Maintenance    
2800 Post Oak Boulevard,
Mail Stop 26-32
Houston, Texas 77056
Tel: 713-393-8309
Fax: 713-307-4170
                 
Everdream Corporation       Service Agreement &      $613,374
Chris Laurent               Personal Property Lease
6591 Dumbarton Circle,      - Computers
Fremont, California 94555
Tel: 510-818-5537
Fax: 510-818-5510

AT&T Corporation            Services - Utilities     $508,254
Kimberly Deutsch
Teleport Drive, 3rd Floor
Staten Island, New York 10311
Tel: 703-277-7309   
Fax: 703-691-6949

Shared Technologies         Service Agreement -      $403,656  
Fairchild, Inc.            Telephone Maintenance
John DeMarco
2 University Plaza,6th Floor
Hackensack, New Jersey 07601
Tel: 201-498-1200
Fax: 201-498-1100

Verizon                     Services- Utilities      $381,364
Colleen Malone
PO Box 6050
Inglewood, California
90312-6050
Tel: 617-295-8197
Fax: 508-884-3498

Cort Furniture Rental       Personal Property        $359,945
Jerry Szec                  Lease - Furniture  
11250 Waples Mill Road
Suite 500, Fairfax,
Virginia 22030
Tel: 703-968-8583
Fax: 703-633-8606

Dekalb Office               Personal Property         $316,927
Environments, Inc.         Lease - Furniture
Rene Gunter
1320 Ridgeland Parkway,
Alpharetta, Georgia 30004
Tel: 770-360-0200
Fax: 770-360-0305

Kilroy Realty, L.P.         Landlord -Real           $275,090  
Mary L. Watkins, Esq.       Property Lease
2250 E. Imperial Highway
Suite 1200,
El Segundo, California 90245
Tel: 310-563-5500
Fax: 310-414-0010

CTC Communications          Service Agreement -      $258,989
Jim Morressey               Voice and Data Lines
PO Box 80000
Department 284, Hartford
California, CT 06180284
Tel: 914-789-2023
Fax: 914-347-6768

520 LLC                     Landlord- Real           $237,344
                            Property Lease

Boston Properties, Inc.     Landlord - Real          $217,332
                            Property Lease

Powell, Goldstein, Frazier  Services - Legal Fees    $210,569
& Murphy

Payton Construction         Services - Tenant        $202,200
Corporation                Improvements

Qwest                       Services - Utilities     $196,669

Jackson Wood Ltd.           Landlord - Real          $196,240
                            Property Lease

Airborne Express            Services - Overnight     $193,353
                            Mail

Globe Furniture Rental      Personal Property        $192,637    
                            Lease - Furniture

Quill Advertising           Services - Advertising   $185,420

Sharp Finance Company       Personal Property        $183,094
                            Lease - Copiers/Faxes

Duke-Weeks Realty Limited   landlord - Real Estate   $182,639
                            Property Lease

National Office Partners    Landlord - Real          $179,941
Limited Partners           Property Lease

Furniture Marketing         Personal Property Lease  $175,850
Group, Inc.                 - Furniture

Boston Properties           Landlord - Real          $159,817
                            Property Lease     

Highwoods Realty Limited    Landlord - Real          $151,591
Partnership                Property Lease

Prime West Boulder          Landlord - Real          $145,839
Venture III                Property Lease

Data-Com Telecommuni-       Services - Voice         $136,569   
cations, Inc.               And Data

Goldman Sachs & Co.          Services - Regus Deal   $135,790

Sharp Electronics Credit Co. Personal Property       $133,044
                             Lease - Copiers/Faxes

Equity Office Properties     Landlord - Real         $124,854
LLC - Seattle                Property Lease       

Duke Weeks Realty, LP        Landlord - Real         $124,727
                             Property Lease  

Executive Furniture Center   Services - Tenant       $123,624
                             Improvements

3D/International             Services - Tenant       $121,572
                             Improvements

Carnegie VIII - Marsh        Landlord - Real         $121,311
Realty                      Property Lease

Intermedia Communications,   Services - PBX          $116,240
Inc.                        Maintenance

Volt-Services Group          Services - Temporary    $115,780
                             Employees

Esplanade Office Limited     Services - Temporary    $111,500
Partnership                 Employees

Callison Architecture, Inc.  Promissory Note         $111,227


HAYES LEMMERZ: Secures Court Approval of KPMG's Engagement Terms
----------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained approval from the Court authorizing the retention and
employment of KPMG LLP as accountants and financial advisors.

The Debtors anticipate that KPMG LLP may render the following
services in this case:

A. Accounting and Auditing Services

     a. Audit and review services in conjunction with the
        restatement of the Debtors' financial statements for
        the year ended January 31, 2001 and quarter ended
        April 30, 2001;

     b. Audit and review examinations of the financial
        statements of the Debtors as may be required from time
        to time;

     c. Analysis of accounting issues and advice to the Debtors'
        management regarding the proper accounting treatment
        of events;

     d. Assistance in the preparation and filing of the Debtors'
        financial statements and disclosure documents required
        by the Securities and Exchange Commission;

     e. Assistance in the preparation and filing of the Debtors'
        registration statements required by the SEC in
        relation to debt and equity offerings; and

     f. Performance of other accounting services for the Debtors
        as may be necessary or desirable.

B. Tax Advisory Services

     a. Review of and assistance in the preparation and filing
        of any tax returns;

     b. Advice and assistance to the Debtors regarding tax
        planning issues, including, assistance in estimating
        net operating loss carryforwards, international taxes,
        and state and local taxes;

     c. Assistance regarding transaction taxes, state and local
        sales and use taxes;

     d. Assistance regarding tax matters related to the Debtors'
        pension plans;

     e. Assistance regarding real and personal property tax
        matters, including, review of real and personal
        property tax records, negotiation of values with
        appraisal authorities, preparation and presentation of
        appeals to local taxing jurisdictions and assistance
        in litigation of property tax appeals;

     f. Assistance regarding any existing or future IRS, state
        and/or local tax examinations; and

     g. Other consulting, advice, research, planning or analysis
        regarding tax issues as may be requested.

C. Financial Advisory Services

     a. Assistance in the preparation and review of reports or
        filings as required by the Bankruptcy Court or the
        Office of the U.S. Trustee, including, schedules of
        assets and liabilities, statement of financial
        affairs, mailing matrix and monthly operating reports;

     b. Review of and assistance in the preparation of financial
        information for distribution to creditors and other
        parties-in-interest, including, analyses of cash
        receipts and disbursements, financial statement items
        and proposed transactions for which Bankruptcy Court
        approval is sought;

     c. Assistance with analysis, tracking and reporting
        regarding cash collateral and any DIP financing
        arrangements and budgets;

     d. Assistance with implementation of bankruptcy accounting
        procedures as required by the Bankruptcy Code and
        generally accepted accounting principles, including
        Statement of Position 90-7;

     e. Evaluation of potential employee retention and severance
        plans;

     f. Assistance with identifying and implementing potential
        cost containment opportunities;

     g. Assistance with identifying and implementing asset
        redeployment opportunities;

     h. Analysis of assumption and rejection issues regarding
        executory contracts and leases;

     i. Assistance in preparing business plans and analyzing the
        business and financial condition of the Debtors;

     j. Assistance in evaluating reorganization strategy and
        alternatives available to the Debtors;

     k. Review and critique of the Debtors' financial
        projections and assumptions;

     l. Preparation of enterprise, asset and liquidation
        valuations;

     m. Assistance in preparing documents necessary for
        confirmation, including financial and other
        information contained in the plan of reorganization
        and disclosure statement;

     n. Advice and assistance to the Debtors in negotiations and
        meetings with bank lenders, creditors and any formal
        or informal committees;

     o. Advice and assistance on the tax consequences of
        proposed plans of reorganization, including assistance
        in the preparation of IRS ruling requests regarding
        the future tax consequences of alternative
        reorganization structures;

     p. Assistance with claims resolution procedures, including,
        analyses of creditors' claims by type and entity and
        maintenance of a claims database;

     q. Litigation consulting services and expert witness
        testimony regarding avoidance actions or other
        matters; and

     r. Other such functions as requested by the Debtors or
        their counsel to assist the Debtors in its business
        and reorganization.

The compensation for professional services rendered to the
Debtors will be based upon the hours actually expended by each
assigned professional at each professional's hourly billing
rate plus reimbursement for necessary expenses incurred in
providing professional services. The customary hourly rates for
accounting, tax advisory and consulting services to be rendered
by KPMG LLP and applicable herein are:

    Accounting and Tax Advisory:
      Partners                               $500 - $600
      Directors/Senior Managers/Managers     $300 - $400
      Senior/Staff Accountants               $150 - $225
      Paraprofessionals                      $ 75 - $100

    Financial Advisory:
      Partners                               $500 - $600
      Directors/Senior Managers/Managers     $375 - $400
      Senior/Staff Accountants               $275 - $375
      Paraprofessionals                      $140 - $250
(Hayes Lemmerz Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HOMESEEKERS.COM: Completes 120-Day Operations Consolidation Plan
----------------------------------------------------------------
Thomas Chaffee, CEO of HomeSeekers.com Inc. (OTC Bulletin Board:
HMSK), currently undergoing a name change to Realigent Inc.,
announce the completion of the initial 120-day plan to rescue
the company and consolidate its operations.

"Everyone in the company has been working non-stop over the past
several months to transform Realigent into a thriving business.  
The task of removing the vestiges of years of poor management
has been absolutely Herculean," noted Chaffee.

When the current management team took over, the company was in
complete disarray.  There was no leadership, no vision and
absolutely no capital.  The company was, for all intents and
purposes, defunct.

"I made a very public commitment to the shareholders at the time
to try to save the company, an endeavor that came at tremendous
personal and professional risk to those of us involved.  It did
not take a genius to recognize the value in Realigent -- it
offers excellent products and services, as well as significant
intellectual capital, that in the past were neither recognized
nor monetized," said Chaffee.

Literally hours from bankruptcy, the company engineered the sale
of its XMLS Web division in less than one week, which provided
enough financial stability for the company to execute the 120-
day turnaround plan.

Steve Crane was immediately appointed president and COO because
of his experience in corporate turnarounds, his Tatum CFO
credentials and his proven track record in "managing by the
numbers."  In addition, his experience managing publicly traded
technology companies offered qualities and discipline sorely
needed by the company.

When the turnaround plan was first initiated 120 days ago,
Realigent had 150 employees scattered around the country with
offices in five separate states.  Communication was poor, as
were employee morale and productivity. The company was
operationally dysfunctional with multiple accounting systems,
numerous rogue bank accounts, ineffective human resources and no
comprehensive set of internal controls.  There were incompatible
telecommunication systems, numerous and often conflicting
contact points, and a broken sales and order entry process.  In
general, virtually all of the company's business processes were
broken, and operated with no synergy, focus or management.

Customer outreach and contact was horrific, with a highly
confused brand identity, no marketing program, sluggish,
decreasing sales and intolerable customer-service telephone hold
times.  Finally, the contingent liabilities were pervasive, with
the prospect of numerous lawsuits keeping the remaining managers
of the company from focusing on the operations of the company.

What remains from the XMLS Web division sale is a business that
produced nearly $12 million in revenue in fiscal 2001, a
foundation for the future growth of the firm.

With the 120-day operational rescue plan realized, there are now
82 employees and one corporate office located in Brea, Calif.  
The company is in the final stages of centralizing its
accounting, order entry, billing and customer service processes
into one system and has established local relationships with
professional legal and accounting service firms and providers.

Employee morale and productivity have increased dramatically, as
team members have become believers in their own success.  "The
feeling of ownership and pride is returning among the
employees," said Chaffee.

A great example of the company's renewed sprit was the recent
migration of all of Realigent's hosted systems to a new state-
of-the-art data center within a Qwest Cybercenter(SM).  To grow
substantially, Realigent must provide its customers with the
absolute best-in-class backbone and Internet services.  The move
to Qwest has provided the company with the finest data
environment available -- allowing Realigent to serve Web sites
and applications faster and much more efficiently and reliably
than in the past.

Over the past three weeks, Realigent engineers, under CTO John
Hensley's inspired leadership, migrated tens of thousands of
domains and hundreds of systems to the new Qwest center from the
capacity-strapped Brea center. Chaffee noted, "During this
migration, the team worked around the clock for nearly two
weeks.  The entire company stood behind this migration effort as
team members from other disciplines inside the company assisted
the engineers in any way they could. This is an example of the
deep commitment the employees feel toward the company and its
growing esprit de corps.  It has not gone unnoticed."

Greg Robertson, vice president of sales, has revamped and
refined the company's sales process while establishing
aggressive sales goals.  Sales are trending positively upwards
as a result.  Amy Tomchak, newly appointed director of customer
services, has re-dedicated her department to the goal of
providing the best customer support in the industry and noted
that hold times are now averaging under five minutes.  These are
significant improvements directly attributable to these
individuals and their respective teams.

"There is now a cohesive vision, clearly articulated operational
methodology and stringent financial controls placed throughout
the company," commented Chaffee. "We have also implemented the
necessary metrics to engage each employee in the process of
success at every level of the company."

Chaffee continued, "I feel confident that we have the core of
the team necessary to execute the plan on a go-forward basis.  
The largest impediments we now face are the past sins and
baggage left over from the legacy of this company.  This is no
small task, but we are managing.

If you combine the overwhelming level of confusion and hype with
the lack of execution that has historically plagued HomeSeekers,
one can easily understand why the company was so close to
disappearing.  That is why it is especially gratifying to
announce that Realigent has achieved a significant corporate
milestone: this company is cash-flow positive from ongoing
operations for the first time ever."

HomeSeekers.com Incorporated (OTC Bulletin Board: HMSK), DBA
Realigent, is a leading technology solutions provider to the
real estate industry.  The company offers numerous products,
applications, services and custom solutions serving brokers,
agents, multiple listing services (MLS), builders, lenders,
consumers and all constituents involved in a real estate
transaction.

Detailed product and service offerings can be viewed at the
company's primary website, http://www.realigent.com


HORIZON GROUP: Debt Restructuring Program Dragging On
-----------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet and power centers,
today announced fourth quarter 2001 Funds From Operations (FFO)
of $280,000.  This compares to $925,000 in the same quarter in
the prior year.  FFO for the twelve months ended December 31,
2001 totaled $1,167,000.

Included in FFO for the fourth quarter of 2001 was a loss of
$.31 per share related to six properties which are subject to
non-recourse loans on which HGPI currently remits the net cash
flow. FFO for the fourth quarter of 2001 also includes gains
from sales of real estate of $.18 per share.  FFO for the fourth
quarter of 2000 included $.07 per share of gain from sale of
real estate.

               Fourth Quarter Statistics

Leasing

     -- Portfolio occupancy decreased slightly, to 76.0% from
76.5% at the end of the third quarter of 2001 and from 81.6% at
the end of the fourth quarter of 2000.  Working occupancy is
76.7% including leases signed but yet to be occupied.

     -- Centers showing increases in occupancy included
Lakeshore Marketplace in Norton Shores, Michigan up to 94.0% at
the end of the fourth quarter of 2001 from 88.9% at the end of
the third quarter of 2001 and Monroe, Michigan up to 75.5% at
the end of the fourth quarter of 2001 from 71.0% at the end of
the third quarter 2001.

     -- Renewed 135,908 square feet of leases or 73% on or
before their expiration (including tenants remaining in
occupancy past expiration).

     -- Executed 18,424 square feet of new leases.

     -- New tenants taking occupancy commencing in the fourth
quarter of 2001 included Petco, taking 18,000 square feet at
Lakeshore Marketplace, Spiegel, occupying 12,600 square feet in
Monroe, Michigan and Gap, opening a 14,000 square foot store in
Somerset, Pennsylvania.

Sales

     -- Same space sales increased 6.8% for the entire portfolio
for the twelve months ended December 31, 2001 compared to the
same period a year earlier.  Centers showing significant gains
over the prior twelve month period include Traverse City,
Michigan, up 26.7%, Laughlin, Nevada, up 13.5%, and Medford,
Minnesota, up 9.3%.

     -- Same store sales for December increased by 7.4% for
HGP's outlet portfolio, exceeding the increase in outlet center
sales reported by the International Council of Shopping Centers
by 6.8%.  For the twelve months ended December 31, 2001, we
outperformed results reported by the International Council of
Shopping Centers by 1.1%, registering a decline of 3.2%.

Operations

Efforts continued to improve the returns of the properties:

     -- Continued programs to appeal property taxes resulting in
a refund of prior years' taxes totaling $156,000 for our
corporate office building in Muskegon, Michigan and reductions
in property tax expense of $57,000 at Lakeshore Marketplace and
$59,000 at Daleville, Indiana in the fourth quarter of 2001
compared to the same period a year earlier.

     -- Further reduced corporate General & Administrative
expenses resulting in a $389,000 decrease in expense in the
fourth quarter of 2001 compared to the same period in the prior
year and by $544,000 for the full year.

     -- Sold three outparcels of land resulting in a net gain of
$601,000 in the fourth quarter.

     -- Exercised a purchase option to acquire the land under
the center in Laughlin, Nevada.  The planned acquisition should
result in a significant increase in net cash flow from the
property.

Commenting on the Company's fourth quarter and year-end results,
HGP's Chairman, President and Chief Executive Officer, Gary J.
Skoien, said,  "The recovery from the impact of the events of
September 11th began in the fourth quarter of 2001.  Sales in
October set the stage for the upswing which we are currently
experiencing.  Unfortunately, it was also in October when the
cash flow from the properties which secure the JP Morgan loans
reached a level which could not fully service the related loans.  
We made the painful decision to remit the net cash flow from the
properties, which was less than the full required payment.  
Progress in restructuring the loans has not been as rapid as we
would like, but we continue to manage and lease the properties
which secure the loans in accordance with the terms of our
agreements.  We are hopeful that a mutually beneficial solution
will be achieved."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has
11 factory outlet centers and one power center in 9 states
totaling more than 2.5 million square feet.


HOUSE OF LLOYD: Court Approves Home Interiors as Lead Bidder
------------------------------------------------------------
Home Interiors & Gifts, Inc., one of the nation's largest direct
sellers of decorative accessories and gifts, announced that on
March 11, 2002, the United States Bankruptcy Court for the
Western District of Missouri entered an Order approving it as
the lead bidder to acquire assets of House of Lloyd L.L.C. a/k/a
Open Invitation.

If the successful bidder, Home Interiors plans to build upon the
integrity and value of the Lloyd family's 50-year legacy of
brands, including Christmas Around the World.

With 45 years of strong direct seller performance, and a
reputation for excellence in the home decor and direct selling
industry, Home Interiors has over 70,000 independent contractors
(Displayers) around the United States, Mexico and Canada. If
successful in its bid for House of Lloyd, Home Interiors will be
eager to explore independent contractor opportunities with House
of Lloyd's devoted consultants and the potential for bringing
them into the same family of care and creativity that Mary
Crowley established at Home Interiors in 1957. If the successful
bidder, Home Interiors intends to explore independent contractor
opportunities with the House of Lloyd consultants including,
opportunities to grow a home-based business, set one's own
hours, achieve unlimited income, and participate in a variety of
contests and incentives for achievement in sales and recruiting.

Joey Carter, Chairman and CEO of Home Interiors stated, "The bid
presents a great opportunity for us and for House of Lloyd
consultants to move forward with an eye toward future potential
in our company's culture and legacy of success. From home
accessories and gifts to seasonal and holiday products, we think
House of Lloyd would not only enhance Home Interiors'
flourishing brand, it would also create a greater value for our
combined customers, hostesses and Displayers."

Home Interiors believes its strong and stable financial position
bodes well for a successful future, and takes pride in its
legacy of first-rate products and services. To add to this
legacy, Home Interiors will offer former House of Lloyd's
Christmas Around the World products, plus new home decorating
accessories from Home Interiors Kids and great new gift ideas
through a partnership with Thomas Kinkade, known as the "Painter
of Light."

Home Interiors is also seeking to acquire assets of House of
Lloyd in Mexico and Canada and looks forward to the
opportunities in those countries as well.

A hearing will be held in the United States Bankruptcy Court for
the Western District of Missouri on March 29, 2002 to determine
who the successful bidder is for the assets of House of Lloyd.

Established in Dallas, Texas, in 1957, Home Interiors and Gifts
is a leading direct sales company. Founded by Mary Crowley and
led by her grandson and CEO, Joey Carter, Home Interiors has
empowered thousands of people to "decorate lives" and realize
their creative and personal potential while achieving rewarding
and financially independent lives.


HUGHES ELECTRONICS: S&P Assigns BB Rating to $1.812BB Bank Loan
---------------------------------------------------------------
The rating on Hughes Electronics Corp. was lowered to `BB-` on
March 8, 2002, and remained on CreditWatch negative. A rating of
`BB' was also assigned to the El Segundo, California-based
company's $1.812 billion bank credit facilities at that time.
That rating was placed on CreditWatch negative.

The ratings are on CreditWatch pending the outcome of Hughes'
merger with EchoStar Communications Corp., which is uncertain at
this time. Standard & Poor's has indicated that the corporate
credit rating for either the combined EchoStar/Hughes/PanAmSat
Corp. or EchoStar/PanAmSat will be either a 'BB-' or 'B+'.

The downgrade was based on a more thorough determination of the
credit quality of Hughes on a stand-alone basis, in light of the
new financing, should the merger not be approved. Hughes
recently increased the size of its revolving credit facility to
$1.235 billion from $750 million, and is currently syndicating a
$577 million term loan. Drawdowns under the new bank credit
facilities will refinance Hughes' debt at its Latin American
subsidiaries, and fund the company's operations during 2002. As
of December 31, 2001, Hughes' consolidated debt was about $2.6
billion.

The new facility is secured by the assets and capital stock of
two of Hughes' subsidiaries: DirectTV Enterprises Inc. and
Hughes Network Systems Inc. Both subsidiaries provide upstream
guarantees. Repayment of the facilities is expected to come from
the completion of the merger, or from proceeds from the sale of
Hughes' 81%-owned subsidiary PanAmSat to EchoStar should the
merger be rejected. The maturity date of the facility is the
earlier of December 5, 2002, or completion of the merger. The
facility ranks parri passu with a $500 million loan recently
arranged from General Motors Acceptance Corp., a subsidiary of
General Motors Corp.

The $1.825 billion facility is rated one notched higher than
Hughes' corporate credit rating, reflecting Standard & Poor's
belief that bank lenders would receive full recovery in a
distressed scenario. Assuming the entire $2.3 billion in bank
loans are drawn, debt per subscriber is very low at less than
$300 (based on about 9.1 million subscribers, excluding National
Rural Telecommunications Cooperative subscribers and DirectTV
Latin America customers, which are not part of the collateral
package).

Management estimates cash needs during 2002 in the $1.8 billion
to $2.0 billion range, and has projected EBIDTA, excluding
PanAmSat, of about $200 million. If the merger does not receive
regulatory approval, EchoStar is required to purchase PanAmSat
for $2.7 billion and pay a $600 million break-up fee to Hughes.
These proceeds will be used to pay down all the company's
outstanding debt, with excess cash expected to be available for
cash needs in 2003, even if operating performance falls short of
expectations. Hughes' outlook on a stand-alone basis would be
determined at that time, in conjunction with a review of
business and competitive conditions, execution during 2002,
capital spending levels in 2003, and capital structure
considerations.


ICH CORP: Committee Brings-In Vinson & Elkins as General Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of ICH Corporation
seeks authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Vinson & Elkins L.L.P. as general
counsel, nunc pro tunc as of February 13, 2002.

The Committee's selection of V&E largely depends on the belief
that its attorneys have extensive experience and knowledge in
bankruptcy and commercial law areas and are well qualified to
represent the Committee in these cases.

The professional services V&E is expected to render are:

     a. giving the Committee advice on its powers and duties      
        under the Code, including aiding the Committee in its:

        1. consultations with the Debtors concerning the                
           administration of the case;

        2. investigation of the acts, conduct, assets,
           liabilities, and financial conditions of the Debtors,
           the operation of the Debtors' businesses and the
           desirability of the continuance of such businesses;
           and

        3. participation in formulating a plan;

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

     c. preparing and submitting on behalf of the Committee all
        legal papers that may need to be prepared and submitted
        in these cases, including all applications, motions,
        complaints, answers, responses, orders, reports, plans,
        disclosure statements, and other legal papers to be
        prepared and submitted in this case;

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

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

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

V&E's standard hourly rates are:

          partners               $310 to $665 per hour
          counsel                $245 to $575 per hour
          associates             $190 to $440 per hour
          paraprofessionals      $85 to $165 per hour

The attorneys who intend to work on this matter are:

          Daniel C. Stewart, Partner          $545 per hour
          Steven M. Abramowitz, Partner       $475 per hour
          Jonathan Krueger, Associate         $250 per hour
          Michaela C. Crocker, Associate      $200 per hour

ICH Corporation, a Delaware holding corporation which, through
two principal operating subsidiaries, Sybra and Sybra Conn.,
currently operates 240 Arby's restaurants located primarily in
Michigan, Texas, Pennsylvania, New Jersey, Florida and
Connecticut. The Company filed for chapter 11 protection on
February 05, 2002. Peter D. Wolfson, Esq. at Sonnenschein Nath &
Rosenthal represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed an estimated debts and assets of $50 million to $100
million.


IT GROUP: Committee Asks Court to Terminate Exclusive Period
------------------------------------------------------------
The Official Committee of Unsecured Creditors wants the Court to
terminate The IT Group, Inc. and its debtor-affiliates' 120-day
period of exclusivity for proposing and filing a plan of
reorganization.  The Committee wants the opportunity -- now --
to file and pursue confirmation of an alternative plan.

Jeffrey M. Schlerf, Esq., at The Bayard Firm, P.A., in
Wilmington, Delaware, explains that section 1121 of the
Bankruptcy Code generally provides that a debtor has the
exclusive rights to file a plan of reorganization during the
first 120 days after the order for relief is entered. This is
intended to facilitate the fundamental rehabilitation policy of
chapter 11 by forcing creditor constituents to negotiate with
the debtor regarding the terms of a plan for a reasonable period
of time. This basic underpinning for the preservation of
exclusivity is vitiated, however, when a debtor enters chapter
11 without the intention of reorganizing, but instead seeks only
to utilize chapter 11 to liquidate for the benefit of its
secured lenders.  Mr. Schlerf admits that it is indeed,
difficult to discern what chapter 11 policy supports the
continuance of exclusivity when the debtor has abandoned any
hope of reorganizing and creditors believe not only that
reorganization is possible, but would maximize value.

Mr. Schlerf states that although the Debtors filed voluntary
petitions for reorganization relief under chapter 11, all of
their efforts thus far have been in pursuit of liquidation. The
record demonstrates that the Debtors rushed to conclude a
transaction with Shaw within just 2 weeks of first offering for
sale all or substantially all of the Debtors' assets.  Mr.
Schlerf says that the Debtors have agreed to sell essentially
all of their assets to Shaw for consideration so miniscule that
secured creditors would stand to receive pennies on the dollars
for their claims, and the unsecured creditors receive nothing.
Thus, the purpose of the exclusivity period does not apply in
this case, that is, there is no reason to afford the Debtors
time to propose a plan for reorganization without interference
from competing plans, because the Debtors do not intend to
submit a reorganization plan.

Mr. Schlerf alleges that if, indeed, the Debtors have any sort
of plan, it is a plan to liquidate their assets by a way of a
sale to Shaw for a price that is less than the Debtors' EBITDA
for the 12 months prior to petition date. The Committee opposes
any liquidation of the Debtors' assets on these terms given the
revenue generated by the assets.

Mr. Schlerf submits that having resigned themselves to
liquidation, rather than reorganization, it is no surprise that
the Debtors have mismanaged their operations postpetition. Since
petition date, the Debtors have failed to even consider
significant cost-saving measures, make any meaningful change to
their overhead structures, plan any meaningful reductions in
workforce, plan the elimination of any subsidiaries, or attempt
to jettison projects that are generating negative cash flows.
Instead, the Debtors are heeding what they understand to be the
requirements of APA with Shaw, which is to keep the business
together despite the fact that the Court has not approved the
sale to Shaw.

Mr. Schlerf contends that the Debtors' contractual obligations
to Shaw are not only entirely inconsistent with the Debtors'
fiduciary obligations to the creditors, but also demonstrate
that the Debtors have no reorganization purpose in these cases.
In addition, Mr. Schlerf states that the Debtors' disregard the
conflicts of the Debtors' key advisors, Gibson, Dunn & Crutcher
and the Lehman Brothers, each of whom currently represents, or
has represented, Shaw, is a further evidence of the Debtors'
unwillingness to engage in meaningful reorganizational efforts.

Given the serious concerns raise regarding the Shaw deal, Mr.
Schlerf proposes that the committee, at a minimum, be afforded
the opportunity to offer a competing plan for the sale of the
debtors' assets. Because the approval disclosure statement is a
prerequisite to the circulation of a plan and the solicitation
of votes, a competing plan will give creditors the ability to
choose which plan they prefer after having been provided with
adequate information to make an informed judgment. The
Committee's diligence has revealed that, if appropriate
financing can be obtained, a going concern reorganization of the
Debtors may yield an enterprise having a value of $400,000,000
to $900,000,000, which geometrically increases the recovery to
be realized under the Shaw transaction. (IT Group Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


INTEGRATED BUSINESS: Completes $2.8 Million Debt Restructuring
--------------------------------------------------------------
Integrated Business Systems and Services, Inc. (OTCBB: IBSS), a
leading provider of Collaborative Production Management
software, announced the closing of $750,000 of new investment in
the Company as part of a private placement of convertible
debentures and common stock purchase warrants.

The private placement follows the Company's December 2001
recapitalization of approximately $2.8 million of convertible
debt, comprising substantially all of the Company's year-end
liabilities, excluding trade payables. The restructuring
replaced approximately $2 million of short-term debt and
approximately $200,000 of long-term debt with two-year
convertible debentures and warrants, effectively extending to
2004 the Company's repayment obligation on the prior debt.
Interest on the debt is not payable until 2003.

"The restructuring of almost ninety percent of our outstanding
debt has greatly strengthened our balance sheet and has enhanced
our cash flow for the next two years. With the closing of
$750,000 in additional funding, IBSS has successfully achieved a
critical milestone in its overall capital raising strategy. The
investors in the recapitalization share management's excitement
for the tremendous growth opportunities that lie ahead for IBSS.
They also concur in our confidence that IBSS will be able to
successfully take advantage of those growth opportunities," said
Dr. George Mendenhall, Chairman and Chief Executive Officer of
IBSS.

Consistent with its success in achieving greater industry
visibility and customer acceptance of its proprietary suite of
Synapse software solutions, IBSS announced last week the
establishment of its global reseller relationship with EDS, a
worldwide leader in systems integration services. Included in
that announcement was the commencement of a project-specific
teaming agreement under which EDS and IBSS are to jointly design
a solution to address improvements for tracking and inventory
control for a large automaker customer of EDS.

IBSS is a national software provider of quick payback solutions
to complex, industry-specific information problems. The
Company's flagship product, Synapse, is targeted to be the
preferred architecture for dynamic, distributed, real-time
software applications. The ease and speed of Synapse
installation, its low maintenance and enormous versatility give
Synapse users a true competitive advantage. The Synapse suite of
products includes Synapse for Manufacturing, designed to
maximize flexibility in implementing site-specific manufacturing
solutions at the lowest possible cost and time-to-benefit;
Synapse EAI+ for enterprise modeling and application integration
in highly dynamic environments; and Synapse ASP for flexible,
highly scalable ASP enablement. IBSS has offices in Columbia and
Detroit. For more information about IBSS' technology and
services, please call 800-553-1038 or visit http://www.ibss.net


INTEGRATED HEALTH: Wants More Time to Decide on Unexpired Leases
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates seek
a further extension, pursuant to section 365(d)(4) of the
Bankruptcy Code, of the time within which they must decide to
assume, assume and assign, or reject their unexpired
nonresidential real property leases to and including October 1,
2002 (with certain modifications with respect to the leases of
Rotech Medical Corporation and its subsidiaries).

As of the Petition Date, the Debtors were parties to more than
1,500 unexpired nonresidential real property leases and
subleases. Over the course of these chapter 11 cases, the
Debtors have obtained Court approval to reject certain of the
Unexpired Leases and assume others.  Consequently, at the
present time, the Debtors, are lessees or sub-lessees under more
than 1,300 Unexpired Leases.

The Debtors urge the Court to grant the extension because the
Unexpired Leases are valuable assets of the Debtors' estates and
are integral to the continued operation of their businesses.
Failure to assume valuable Leases within the currently set
period will result in a forfeiture of their right to assume such
valuable assets while premature assumption in order to avoid
the "deemed rejection" provision of the Bankruptcy Code will
result in unnecessary substantial administrative expenses to
their estates.

The Debtors substantiate their requests with various causes for
which the request should be granted:

       -- determinations to assume or reject the Unexpired
Leases must be reasoned and informed, because the Unexpired
Leases are an integral part of the Debtors' business.

       -- The Debtors' cases are large and complex.

       -- The complexity and distinctiveness of many of the
lease arrangements make the task of deciding to assume or reject
that much more daunting. In some cases, the Debtors' facility
leases are intertwined with other facility leases with the same
landlord, making the assumption/rejection decision more complex.

       -- The Debtors' continuing effort to rationalize their
vast lease portfolio produced significant results during the
Fourth Extension Period. In particular, the Court confirmed a
joint plan of reorganization for the Rotech Debtors, which are
the lessees under more than 75% of the Unexpired Leases. Upon
the Effective Date of the Rotech Debtors' plan of
reorganization, each of the Rotech Leases will either be
rejected or assumed. The Rotech Debtors hope that the Effective
Date of the Rotech Plan will occur prior to April 1, 2002.
However, because the Rotech Plan's effectiveness requires
satisfaction of certain conditions which are not within the
Rotech Debtors' exclusive control, they are requesting an
extension (to the earlier of the Effective Date of the Rotech
Plan or October 1, 2002) in an abundance of caution.

       -- During the Fourth Extension Period, the Debtors
assumed or filed pending motions to assume at least 15 facility
leases and rejected or filed pending motions to reject at least
75 facility leases. In many cases, the rejections have required
the transfer of operations, which the Debtors have achieved in
large part on a consensual basis.

       -- At this stage in their chapter 11 cases, the Debtors
are evaluating plan of reorganization alternatives, including a
possible sale of some or all of the Debtors' assets. It would be
premature and possibly harmful to the estates for the Debtors to
make precipitous decisions to assume or reject Unexpired Leases
prior to determining which of them will be targeted for
acquisition by potential purchasers.

       -- The Debtors' decision-making process with respect to
many of its remaining facility leases has recently become
increasingly complex and uncertain as a result of proposed
changes in federal and state reimbursement rates to healthcare
providers, which are currently in a state of flux. Among other
things, the Medicare Add-Ons pursuant to legislation in 1999
enacted in response to an explosion of bankruptcy filings in the
industry are due to expire in October 2002.

       -- The effect of the dramatic increase in insurance costs
in the wake of the tragic events of September 11, 2001, together
with a higher rate of inflation for wages than projected has
rendered certain once-favorable facility leases in danger of
generating lower or even negative revenues. The Debtors require
additional time to evaluate the impact of these important
economic factors.

       -- Decisions to assume or reject facility leases
necessarily involve complex negotiations not only with landlords
but with a number of government departments.

       -- As providers of post-acute and related specialty
healthcare services, the Debtors must avert any inadvertent or
forced closure of a long-term care facility that would adversely
affect the health and welfare of the facility's residents.

       -- The lessors in respect of the Unexpired Leases will
not be prejudiced by the relief the Debtors request because: (i)
the Debtors continue to perform in a timely manner their post-
Filing Date obligations under the Unexpired Leases, except with
respect to bona-fide disputes; and (ii) any lessor may request
that the Court fix an earlier date by which the Debtors must
assume or reject its lease in accordance with section 365(d)(4)
of the Bankruptcy Code.

       -- In other large healthcare bankruptcy cases, which have
faced the same complex issues in making assumption/rejection
decisions, the Court granted extensions through the confirmation
of such debtors' plans of reorganization, e.g., In re Sun
Healtheare Group. Inc. Case No. 99-3657, In re Genesis Health
Ventures, Inc., et al., Case No. 00-2692.

For all these reasons, the Debtors are convinced that they
should not be compelled to make precipitous decisions as to
lease assumption or rejection and perhaps inadvertently reject a
valuable lease or prematurely assume a burdensome lease and
incur substantial administrative obligations, particularly in
light of the uncertainty surrounding the status of the Medicare
Add-Ons and the Debtors' ongoing sale efforts.

Accordingly, the Debtors submit that the extension of the period
within which the Debtors may assume or reject the Unexpired
Leases to and including October 1, 2002 is in the best interest
of the Debtors and their estates and should be granted.
(Integrated Health Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


INTELLICORP INC: Board Approves One-For-Ten Reverse Stock Split
---------------------------------------------------------------
IntelliCorp, Inc. (NASDAQ:INAI), a leading provider of business
process optimization solutions, announced that the board of
directors has approved a one for ten reverse split of the
Company's common stock.

Upon the requisite shareholder approval expected in April, each
ten shares of outstanding common stock of the Company will
automatically be exchanged for one share of "new" common stock.
In addition, all warrants, options, and conversion rights will
be appropriately adjusted.

"The preliminary proxy for a Special Meeting of Shareholders,
which we will be filing shortly with the SEC, will include two
proposals for our shareholders to consider and approve. The
first proposal will be for shareholder approval of the one for
ten reverse split. The second proposal will be for shareholder
approval to issue shares to repay certain notes payable and
accrued interest thereon by the issuance of common stock as
stated in the recently announced equity transaction. These two
proposals, if approved, will provide the required working
capital for the Company to "weather" the current economic
downturn, as well as help our effort to maintain our current
NASDAQ listing," said Jerry Klajbor, Chief Financial Officer of
IntelliCorp. As announced on February 13, 2002, IntelliCorp is
appealing NASDAQ's delisting decision.

IntelliCorp is a leading solutions and services firm focused on
the optimization of key business processes across the entire
enterprise requiring extensive technical integration and
business process expertise. Today's challenging business climate
requires the tight integration of front-office processes with
back-office systems to reduce cost and improve operational
efficiencies, while increasing customer satisfaction and
retention. IntelliCorp has deep capability and experience with
SAP R3, MySAP.com, Siebel eBusiness Applications, and a number
of other dominant software suites and components. In addition,
IntelliCorp offers a suite of software solutions, tools, and
applications for business process management and support of the
integration and management of SAP's back office systems.
Headquartered in Mountain View, CA, the company has offices
across the United States and throughout Europe. IntelliCorp's
web site is http://www.intellicorp.com/


INTERACTIVE TELESIS: Begins Trading on OTCBB Under TSISQ Symbol
---------------------------------------------------------------
Interactive Telesis(TM) Inc. announced that the company's common
stock began trading on the OTC Bulletin Board (OTCBB) under a
new symbol, effective as of the opening of business on March 12,
2002.

The company's common stock will now trade under the ticker
symbol of TSISQ.

The symbol change is a condition of the previously announced
chapter 11 reorganization filing on March 8, 2002. Shareholders
and other interested parties can find more information about the
symbol change and the OTCBB at http://www.otcbb.com  

Interactive Telesis specializes in custom interactive voice
response (IVR) services and deployment of automated speech
recognition (ASR) technologies. Interactive Telesis presents a
very compelling offering for companies wishing to leverage the
benefits of IVR and speech recognition without the high cost of
ownership, capital outlay and internal IT staff requirements.
Clients include industry leaders such as 3D Systems, Global
Crossing, Lucent, MCI, Nike, Sprint, Wells Fargo, Worldcom and
Verizon, among others. Interactive Telesis is headquartered in
San Diego. For additional information, call 858/523-4000 or
visit http://www.interactivetelesis.com


INT'L FIBERCOM: Nasdaq Delists Shares Effective March 11, 2002
--------------------------------------------------------------
International FiberCom Inc. (Nasdaq:IFCIQ) announced that its
common stock was delisted from the Nasdaq National Market
effective as of the close of business Monday, March 11, 2002.

The board of directors requested that Nasdaq take such action in
light of the company's present circumstances.

The company also stated that TenX Capital Partners, with whom
the company has signed a letter of intent to sell substantially
all of its assets and businesses, is continuing its due
diligence activities, along with other interested bidders. The
company plans to commence negotiations on a definitive agreement
for the sale of its assets and business later this month with
TenX.

While any sales transaction with TenX, or any other party, is
subject to the approval of the U.S. Bankruptcy Court in Phoenix,
the company believes that there will be no substantial assets
available for its common and preferred shareholders as a result
of its Chapter 11 bankruptcy proceeding based on the bids it has
received from TenX and other interested bidders.

International FiberCom, operating through its subsidiaries, is
an end-to-end solutions provider for the telecommunications
industry, offering a broad range of engineering-based solutions
designed to enable and enhance voice, data and video
communications through fixed and wireless networks.

The company designs, deploys and manages internal and external
networks infrastructure for leading wireline, wireless and
broadband telecommunications providers in the United States.


INT'L FIBERCOM: Trustee Appoints Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee overseeing cases filed in the District
of Arizona appoints these creditors to serve on the Official
Committee of Unsecured Creditors in International Fibercom, Inc.
and its affiliated debtors' chapter 11 cases:

          1. Premier Fiber Technologies, LLC
             Attn: Kevin Smith
             1201 Howard Ave., #203
             Burlingame, CA 94010
             (650) 558-1125

          2. Pirelli Cables and Systems USA, LLC
             Attn: Mark Brandenburg
             246 Stoneridge Drive, 4th Fl.
             Columbia, SC 29210
             (803) 951-1016

          3. Von Behren Electric, Inc.
             Attn: Kevin Von Behren
             3131 Stanton Ave.
             Springfield, IL 62703
             (217) 529-9473

          4. Graybar Electric Co.
             Attn: Steve Beckmann
             2050 Nancy Hanks Dr.
             Norcross, GA 30091
             (678) 291-5141

          5. Bailey Boring, Inc.
             Attn: Terry Bailey
             1008 Southview Circle
             Center, TX 75935
             (936) 598-8587

          6. Goldsmith Construction Co., Inc.
             Attn: William Goldsmith
             2683 Lime Ave.
             Signal Hill, CA 90806
             (562) 595-5975

          7. Aztec Cable and Communication, Inc.
             Attn: Teresita Wright
             2730 E. County Rd. 18
             Loveland, CO 80537
             (970) 278-9494

International Fibercom, Inc. resells used, refurbished
communications equipment, including fiber-optic cables. The
Company filed for chapter 11 protection on February 13, 2002.
Robert J. Miller, Esq. at Bryan Cave, LLP represents the Debtors
in their restructuring efforts.


JACOBSON STORES: Hires Financo to Identify Restructuring Options
----------------------------------------------------------------
Jacobson Stores Inc. announced it has hired Financo, Inc., a New
York-based investment banking firm, to assist the company in
identifying and evaluating restructuring alternatives during the
Company's Chapter 11 reorganization.

"With almost 30 years investment banking experience in the
retail sector, we believe Financo has the expertise to help us
explore available financial and strategic options," said Carol
Williams, Jacobson's President and CEO.

William M. Smith, President of Financo, Inc., commented,
"Jacobson's is a unique regional franchise in that it provides a
high level of customer service and merchandise to the upper tier
and luxury conscious customer."

Jacobson's, a regional specialty store chain, filed a Chapter 11
petition for reorganization on January 15, 2002, with the United
States Bankruptcy Court for the Eastern District of Michigan,
Southern Division, in Detroit.

Jacobson's also announced it has been removed from The Nasdaq
Stock Market roster of companies.  Trading of Jacobson's stock
(Nasdaq: JCBS) had been suspended in January when the Company
filed its Chapter 11 petition for reorganization.

Jacobson's was notified by Nasdaq on February 26 that continued
listing of the Company's securities on the Nasdaq stock market
was not warranted based on, among other things, its bankruptcy
filing and the Company's failure to demonstrate its ability to
sustain compliance with all requirements for continued listing.  
Accordingly, Nasdaq de-listed the Company's securities at the
opening of business on March 6, 2002.

Jacobson's currently operates 18 specialty stores in Michigan,
Indiana, Kentucky, Kansas and Florida.  The Company's Web site
is located at http://www.jacobsons.com


KAISER ALUMINUM: Bringing-In Arthur Andersen as Tax Advisors
------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates seek Court
authority to employ Arthur Andersen LLP as their auditors,
accountants, restructuring and tax advisors.

Patrick M. Leathem, Esq., at Richards, Layton & Finger in
Wilmington, Delaware, relates that the Debtors want to employ
Andersen because of the firm's prepetition employment as the
Debtors' auditors and tax advisors and due to the firm's
extensive knowledge of the Debtors' financial affairs. The firm
has been retained as auditors, tax advisors, accounting and
financial advisor to render professional services to the
debtors, creditors, creditors' committee, investors and others
in numerous bankruptcy cases and has served the Debtors since
1989. By virtue of its prior engagement on behalf of the
Debtors, Andersen is familiar with the books, records and
financial information and other data maintained by the Debtors
and is well qualified by the background and experience to
continue to provide professional services to the Debtors.
Besides, the cost and delay of obtaining and educating new
auditors, accountants, restructuring and tax advisors who do not
possess the extensive knowledge of the Debtors' financial
history can be detrimental to the Debtors' reorganization
efforts.

Mr. Leathem tells the Court that the Debtors desire to obtain
approval of Andersen's employment on a comprehensive basis to
allow them flexibility to seek specific services from the firm
on an as-needed, case-by-case basis.  However, there may be
instances in the future where other similar service providers
may be better suited and more cost-effective to render certain
advice or assistance to the Debtors.  In those circumstances,
the Debtors may seek the approval of the retention of another
service provider, notwithstanding the present proposed retention
of Andersen, and hereby reserve their right to do so.

Andersen will provide these services to Kaiser:

A. Restructuring and Reorganization Services:

     a. provide assistance in the development of cash receipts
          and disbursement schedules to be used for business
          management, planning, cash collateral, DIP financing
          and reorganization purposes;

     b. advise and assist the Debtors' management in preparing
          information that may be required by creditors and a
          Bankruptcy Court, including monthly operating reports,
          schedules of assets and liabilities, statement of
          financial affairs and other bankruptcy schedules;

     c. provide advice and assistance in creating and
          maintaining databases for scheduled debts, creditors
          claims, analyzing claims by type and entity and
          preparing required periodic reports;

     d. analyze, if appropriate, the books and records of the
          Debtors   for potential voidable transactions and
          unenforceable claims pursuant to the bankruptcy Code;
          and,

     e. perform such other services as may be requested by the
          Debtors to provide consulting assistance in the
          operation and reorganization of the Debtors' business,
          including but not limited to, disclosure statements,
          transactional assistance, and assistance in developing
          and confirming plans of reorganization, subject to
          Andersen's approval;

B. Accounting and Auditing:

     a. assistance with reports and filings required by the
          Bankruptcy Court and the U.S. Trustee;

     b. assistance with the presentation of financial statements
          in compliance with the American Institute of Certified
          Public Accountants Statement of Position 90-7, if
          applicable;

     c. perform an audit of the Debtors' Annual Financial
          Statements and perform other related auditing,
          accounting, financial reporting and tax services as
          required by the Debtors and SEC;

     d. consult with the Debtors' management and counsel in
          connection  with operational, financial and other
          business matters relating to accounting and auditing
          matters as the same pertain to the ongoing activities
          of the Debtors;

     e. consult with and advise the Debtors regarding financial
          reporting controls and procedures; and,

     f. performance of other accounting and auditing services as
          requested by the Debtors;

C. Tax Consulting:

     a. provide general tax planning and consulting services
          relative to restructuring related matters;

     b. provide consultation with respect to a variety of tax
          compliance issues and year end tax planning;

     c. assist with tax matters in connection with potential
          acquisitions, dispositions or similar transactions;

     d. prepare any amended tax returns or applications for tax
          refunds;

     e. render other reorganization related tax advice and
          assistance including, but not limited to, the tax
          consequences of any plans of reorganization and
          assisting in the preparation of any Internal Revenue
          Services ruling requests regarding future tax
          consequences or the Debtors reorganization; and

     f. provide any such other tax services as may be requested
          by the Debtors.

Andersen will bill for services at its customary hourly rates:

          Position             Hourly Rate
      -------------------    ---------------
      Partners/Directors       $500 - 575
      Managers                 $310 - 400
      Associates               $200 - 250
      Analysts                 $150 - 175

Mr. Leathem advises that Kaiser paid Andersen a $50,000 retainer
for postpetition services and that the firm intends to apply to
the Court for allowance of compensation and reimbursement of
expenses in accordance with the applicable provisions of the
Bankruptcy Code and Rules.

The Andersen Engagement Agreement for audit services contains no
indemnification provisions while the restructuring and tax
advisory agreement provides that the Debtors will indemnify
Andersen against costs, fees, expenses, damages and liabilities
associated with any third party claims relating to the services
to be performed by the firm, the Debtors' use or disclosure of
materials prepared by the firm, except in the case of Andersen's
sole negligence or willful misconduct.  The agreement also
includes that the Debtors will not be obligated to indemnify
Andersen for third party claims to the extent that such claims
have been finally determined to have resulted from the firm's
sole negligence or willful misconduct.  The Debtors believe that
the fee structure and indemnification provisions contained in
the agreement are reasonable terms and conditions of employment
in the light of industry practice, market rates for comparable
services, the firm's experience and the nature and scope of work
to be performed by the firm and should be approved.

Andersen director Dean E. Swick, discloses that Andersen has
performed services to the Debtors and other Kaiser entities in
the 12 months prior to the petition date.  Andersen received
$2,291,478 for those audit, tax restructuring and business
consulting services.  Other than that, Andersen has not
performed services for the Debtors, any creditors or any other
parties-in-interest, except:

A. Andersen was retained to perform audit and audit related
     services to the Debtors inclusive of the Debtors' fees paid
     within the 12 months prior to the Debtors' filing of these
     chapter 11 cases for this engagement are $1,728,401;

B. Under the various engagements, Andersen was retained by the
     Debtors, inclusive of the Debtors' to provide general tax
     planning, consulting, and other tax-related services. Fees
     paid within the 12 months prior to the Debtors' filing of
     their chapter 11 cases for this engagement are $446,633;

C. Andersen was retained by the Debtors to provide business
     consulting services. Fees paid within the 12 months prior
     to the Debtors' filing of their chapter 11 cases for
     business consulting are $79,035;

D. On February 2, 2002, Andersen was retained by the Debtors to
     provide corporate restructuring assistance for the Debtors.
     Fees paid since February 2, 2002 for restructuring
     assistance are $37,409;

E. Andersen provides and has provided for several years, audit
     and tax services to MAXXAM Inc., a publicly owned company.
     MAXXAM Inc. owns about 63% of the Debtors' common equity.
     During the last 12 months before petition, Andersen
     provided audit and tax services to MAXXAM Inc. and was paid
     fees for these services of $2,457,429;

F. Andersen has reviewed a list of the 91 largest unsecured
     creditors of the Debtors as they have been identified thus
     far. Andersen may continue to provide 33 of these companies
     or their affiliates auditing, tax, business consulting
     services and corporate finance services, including ABB
     Automation, Inc., Alcan International LTD., Alcoa Primary
     Metals, Alusuisse Trading, American Electric Power,
     Bonneville Power Admin, Bryan Cave LLP, Clark Oil Trading
     Co., Coral Energy Resources, L.P., Cytec Industries, Inc.,
     Defense Logistics Agency, Dravo Lime Company, Enron Metals
     Ltd., Fluor Daniel, Inc., Formosa Plastics Corp., Foster,
     Pepper & Shelfman LLC, Glencore Ltd., Grinnell Fire
     Protection, Hatch Associates Consultants, Inc., Kinder
     Morgan Bullk Terminal, Koch Carbon, Inc./ Koch Industries,
     Metlife, Mitsubishi International Corp., Nalco Chemical
     Company, Occidental Chemical Corp., Ondeo Nalco Company,
     Pechiney Trading, RBC Dominion Securities, Relocation,
     Rexel Southern, Inc., Turner Construction Co., United
     Healthcare, and Valspar Corporation.

G. Andersen has worked, continue to work, and has mutual clients
     with the law firms of Jones, Day, Reaves & Pogue, counsel
     for the debtors. Additionally, Andersen is likely to have
     worked with or have mutual clients with other law firms
     that may become involved in this case.

Mr. Swick assures the Court that the Andersen and its
professionals do not represent any interest adverse to the
Debtors or their estates, and the firm is a disinterested person
as defined in 11 U.S.C. Sec. 101(14) and required under 11
U.S.C. Sec. 327(a). (Kaiser Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KELVIN LTD: Fitch Slashes Senior Notes Rating to DD from B
----------------------------------------------------------
Fitch Ratings has downgraded the senior notes issued by Kelvin,
Ltd. due to a loss payment made by Kelvin under a weather
portfolio swap. Kelvin's First Event Weather-Linked Fixed Rate
Senior Notes (First Event Notes) were downgraded to 'DD' from
'B-' and its Second Event Weather-Linked Fixed Rate Senior Notes
(Second Event Notes) were downgraded to 'B-' from 'BBB-'.

Kelvin is a special-purpose Cayman Islands company whose
operations are limited to issuing notes and entering into a
weather portfolio swap with Koch Energy Trading, Inc., a
subsidiary of Koch Industries, Inc.  Kelvin effectively
securitized a portfolio of weather derivative contracts and
placed the associated risk with investors in the capital
markets.

Performance of the two note classes depends on the actual
temperature experience in specific U.S. locations over specific
periods of time. The weather derivative contracts covered by the
weather portfolio swap include call options, put options and
swaps, and are based on heating degree days, cooling degree days
and average temperature degree days. During the second of three
annual risk periods, losses on the derivative portfolio exceeded
a pre-defined trigger value, which resulted in a loss payment
from Kelvin to Koch. As the result of this loss payment, holders
of the First Event Notes received no interest payment for the
second annual risk period and, additionally, lost 22.1% of their
principal balance. The rating actions are based on the First
Event Notes' loss of interest and partial loss of principal. The
First Event Notes' 'DD' rating reflects an expected recovery of
between 50% and 90% of original principal.

Since the First Event Notes have suffered a partial loss (a
first event), the Second Event Notes are now partially exposed
to loss in the third annual risk period. The Second Event Notes'
'B-' rating reflects the increased probability of a loss to
those notes now that the first event has occurred.

Issue                       Type          Action Rating  Outlook
-----                       ----          -------------  -------

1st Event Weather  Linked Fixed Rate Sr Notes  Downgrade  'DD'

2nd Event Weather  Linked Fixed Rate Sr Notes   Downgrade 'B-'  


KEYSTONE CONSOLIDATED: 9-5/8% Note Exchange Offer Expires Today
---------------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Bulletin Board:
KESN) announced that it has extended the expiration date of its
previously announced exchange offer to holders of its $100
million 9-5/8% Senior Secured Notes from 5:00 p.m., New York
City time on March 12, 2002, to 5:00 p.m., New York City time on
March 14, 2002.  The Company determined to grant the request of
a noteholder for additional time to complete its intended
tender.

As of 5:00 p.m., New York City time, on March 12, 2002, at least
$90,850,000 aggregate principal amount of the Senior Secured
Notes had been tendered for exchange.

The Company also announced that the State of Illinois has funded
a $10 million grant to the County of Peoria to provide for the
$10 million subordinated loan to the Company.  These funds are
being held by a bank in Peoria, Illinois, pending completion of
certain documentation and the restructuring.  The Company also
announced that it has executed agreements with certain key
vendors to provide for long-term repayment of existing past due
trade obligations of the Company.

Except for the extension of the expiration date, all other terms
and provisions of the exchange offer remain in effect.  The
exchange offer is subject to certain conditions, which may be
waived by the Company, as more fully described in the exchange
offer circular.

Keystone Consolidated Industries, Inc. is headquartered in
Dallas, Texas. The Company is a leading manufacturer and
distributor of fencing and wire products, carbon steel rod,
industrial wire, nails and construction products for the
agricultural, industrial, construction, and original equipment
markets and the retail consumer.  Keystone is traded on the
OTCBB under the symbol KESN.


KMART CORP: Institutional Committee Hires Jones Day as Counsel
--------------------------------------------------------------
The Official Committee of Institutional Creditors of Kmart
Corporation wants to retain Jones, Day, Reavis & Pogue as its
counsel in these chapter 11 cases, nunc pro tunc to January 31,
2002.

Agnes L. Levy of JPMorgan Chase, chairing the Institutional
Creditors' Committee, explains that they selected Jones Day as
its counsel because of the firm's extensive expertise in the
areas of bankruptcy, corporate, employee benefits,
environmental, finance, intellectual property, labor and
employment, litigation, real estate, securities and tax.

The Institutional Creditors' Committee anticipates that Jones
Day will:

  (a) advise the Committee concerning its rights, powers and
      duties under section 1103 of the Bankruptcy Code;

  (b) advise the Committee concerning the administration of the
      Debtors' chapter 11 cases;

  (c) advise the Committee concerning any efforts by the Debtors
      or other parties to collect and recover property for the
      benefit of the Debtors' estates;

  (d) counsel the Committee in connection with the formulation,
      negotiation and confirmation of a plan or plans of
      reorganization and related documents;

  (e) review the nature, validity and priority of liens asserted
      against the Debtors' property and advise the Committee
      concerning the enforceability of such liens;

  (f) investigate, if necessary, any actions pursuant to
      sections 542-550 and 553 of the Bankruptcy Code;

  (g) prepare on behalf of the Committee all necessary and
      appropriate applications, motions, notices, draft orders
      and other pleadings, and review all financial and other
      reports filed in these chapter 11 cases;

  (h) advise the Committee concerning, and prepare responses to,
      applications, motions, pleadings, notices and other
      pleadings and papers that may be filed in these chapter 11
      cases;

  (i) advise and assist the Committee in connection with any
      potential dispositions of property of the Debtors'
      estates;

  (j) advise and assist the Committee concerning proposed
      executory contract and unexpired lease assumptions,
      assumptions and assignments, and rejections;

  (k) assist the Committee in claims analysis and resolution
      matters;

  (l) commence and conduct any and all litigation necessary or
      appropriate to assert rights on behalf of the Committee,
      or otherwise further the goals of the Committee in these
      cases; and

  (m) perform all other legal services for and on behalf of the
      Committee that may be necessary or appropriate to assist
      the Committee in performing its duties under section 1103
      of the Bankruptcy Code.

Jones Day will charge for legal work at its customary hourly
rates.  The Jones Day attorneys who will do the most work in
Kmart's cases are:

Professional        Position       Office Location   Hourly Rate
------------        --------       ---------------   -----------
David G. Heiman     Partner        Cleveland             $675
Richard M. Cieri    Partner        Cleveland              635
Paul E. Harner      Partner        Chicago                565
Brad B. Erens       Associate      Chicago                425
Ray C. Schrock      Associate      Chicago                280
Ilana N. Glazier    Associate      Chicago                240
Daniel B. Pricto    Associate      Chicago                240

Paul E. Harner, Esq., assures the Court that neither the Firm
nor any of its personnel has any connection with the Debtors,
their creditors, the U.S. Trustee, or any other party in
interest in these chapter 11 cases.

Mr. Harner informs Judge Sonderby that Jones Day represented
Kmart in eight employment discrimination suits from March to
October 2001.  But this engagement has been terminated.  Jones
Day has also formally withdrawn as counsel for Kmart from all
pending matters except one inactive case at the Illinois Supreme
Court.  "Should this case become active, Jones Day will also
withdraw as counsel," Mr. Harner says.  Jones Day will also
establish an internal "ethical wall," according to Mr. Harner to
shield those labor lawyers from anything related to the
Institutional Committee.

From time to time, Mr. Harner admits, Jones Day has represented,
and will likely continue to represent certain members of the
Committee, other Institutional Creditors, various other
creditors of the Debtors, and other various parties in interest
in matters unrelated to these chapter 11 cases.

"As far as I have been able to ascertain, neither I, Jones Day
or any partner or associate holds or represents any interest
adverse to the Committee in the matters for which Jones Day is
proposed to be retained," Mr. Harner assures Judge Sonderby.
(Kmart Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


LAIDLAW: Canadian Court OKs Intercompany Debt Structure Changes
---------------------------------------------------------------
Mr. Justice Farley entered a parallel order in the CCAA
proceedings approving Laidlaw Inc.'s request to:

    (a) modify Intercompany Debts into non-interest
        bearing demand debts as of August 1, 2001;

    (b) convert Laidlaw Investments Limited's intercompany
        debt into equity; and

    (c) transfer certain assets to the three wholly owned
        subsidiaries of Laidlaw Transportation, Inc. and to
        consummate the Restructuring Transactions outlined to
        Judge Kaplan.

                         *  *  *

As previously reported in the Troubled Company Reporter, Laidlaw
Inc., and its debtor-affiliates ask the Court to approve
the said modifications to its Intercompany Debts Structure. As
stated in the Debtors' motion, the Laidlaw Companies has a cash
management system designed to move funds from the Laidlaw
Companies with excess cash into a common pool and transfer such
fund to Laidlaw Companies in need of cash.  Interest is paid on
any outstanding balances, Mr. Witalec adds.

As of July 31, 2001, it was reported that Laidlaw Transit, Ltd.,
Greyhound Canada Transportation Corp. and Canadian Medical
Response Ltd. -- Canadian Subsidiaries -- owe Laidlaw, Inc.
$703,000,000 with an interest rate of 8.5%.  Laidlaw Inc.
intends to use the interest income to pay the interest on its
debt obligations to the Bank Group and the Pre-petition
Noteholders.

Thus, in the U.S. Bankruptcy Court, Judge Kaplan authorized
Laidlaw Inc. to modify the Intercompany Debts to become non-
interest bearing demand debts as of August 1, 2001.  The Court
also allowed Laidlaw Inc., to exchange the Laidlaw Investments
Limited Debt for stock in Laidlaw Investments Limited.  In
addition, Judge Kaplan permitted Laidlaw Transportation Inc. to
consummate the Restructuring Transactions, including the
transfer of assets to the Laidlaw Transportation Subsidiaries.
(Laidlaw Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


LODGIAN: Court Okays Debevoise as Committee's Chapter 11 Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of Lodgian, Inc. and its debtor-affiliates obtained
permission from the Court to employ and retain Debevoise &
Plimpton as its counsel in the consolidated chapter 11
bankruptcy cases of  Lodgian, Inc., and its debtor-affiliates,
nunc pro tunc to January 11, 2002.

Specifically, the Committee will look to Debevoise to:

A. advise the Committee with respect to its powers and duties
     under section 1103 of the Code;

B. take action necessary to preserve, protect and maximize the
     value of the Debtors' estates for the benefit of the
     Debtors' unsecured creditors including, but not limited to,
     investigating the acts, conduct, assets, liabilities, and
     financial condition of the Debtors, the operation of the
     Debtors' businesses and the desirability of the continuance
     of such businesses, and any other matter relevant to the
     case or to the formulation and/or evaluation of a plan of
     reorganization;

C. prepare on behalf of the Committee motions, applications,
     answers, orders, reports, pleadings and papers that may be
     necessary to the Committee's interests in these chapter 11
     cases;

D. participate in the negotiation, formulation and
     implementation of a plan of reorganization as may be in the
     bests interests of the Committee and the unsecured
     creditors of the Debtors' estates;

E. represent the Committee's interests with respect to the
     Debtors' efforts to obtain postpetition financing;

F. advise the Committee in connection with any potential
     valuation or sale of assets;

G. appear before this Court, any appellate courts, and the
     United States Trustee and protect the interests of the
     Committee and the value of the Debtors' estates before such
     courts and the United States Trustee;

H. consult with the Debtors' counsel on behalf of the Committee
     regarding tax, intellectual property, labor and employment,
     real estate, corporate, litigation matters, and general
     business operational issues;

I. assist the Committee in evaluating the necessity of seeking
     the appointment of a trustee or examiner, and requesting
     such appointment, if deemed appropriate; and

J. perform all other necessary legal services and provide all
     other necessary legal advice to the Committee in connection
     with these chapter 11 cases.

George E.B. Maguire, a Debevoise member, assures the Court that
the firm has no connection with the Debtors, their creditors,
equity security holders, or any other parties in interest or
their respective financial advisor and accountants, the United
States Trustee or any person employed in the office of the
United States Trustee, except that:

A. Debevoise represents the Committee in these cases and has
     represented the Bondholder Committee in the restructuring
     efforts which led up to the filing of these chapter 11
     cases, and

B. Debevoise represents certain of the Debtors' creditors and
     other parties in interest in matters unrelated to these
     proceedings.

As the Committee proposed, Debevoise will be compensated for the
services described herein at its ordinary billing rates and in
accordance with its customary billing practices regarding other
charges and expenses. The current hourly rates of the partners,
associates and legal assistants of Debevoise who are expected to
render services to the Committee in connection with these
chapter 11 cases are as follows:

      George E.B. Maguire           $650.00
      Michael E. Wiles              $665.00
      Sung Su Pak                   $400.00
      Michael B. Beckman            $390.00
      James B. Roberts              $390.00
      Rachel J. Mauceri             $240.00
      Alexia L. Richmond            $170.00
(Lodgian Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MADISON RIVER: Pursuing Negotiations for Additional Financing
-------------------------------------------------------------
Madison River Communications (MADRIV), an established and
growing rural local exchange carrier, announced its financial
and operating results for the fourth quarter and the year ended
December 31, 2001.

                         Highlights

     * Revenues for 2001 increased to $184.3 million from $167.1
million in the prior year, a 10% increase;

     * Adjusted EBITDA for 2001 increased $7.6 million, or 14%,
over the prior year;

     * Adjusted EBITDA for the fourth quarter of 2001 of $18.5
million is a 21% increase over the third quarter 2001;

     * Local Telecommunications Division (LTD) finished 2001
with Adjusted EBITDA of $85.6 million for an Adjusted EBITDA
margin of 50.7%, up from 44.8% in 2000; and

     * Integrated Communications Division's (ICD) 2001 fourth
quarter Adjusted EBITDA loss of $3.4 million represents a $2.0
million, or 37%, sequential quarterly improvement.

               2001 Fourth Quarter Results

In the fourth quarter of 2001, Adjusted EBITDA, computed as
operating income before depreciation, amortization,
restructuring charges and non-cash long-term incentive plan
expenses(1), was $18.5 million, a $3.2 million, or 21%,
sequential increase over the third quarter of 2001.  
Approximately $2.0 million of the increase is attributable to a
lower Adjusted EBITDA loss in the ICD with the remaining $1.2
million coming from improvement in the LTD's Adjusted EBITDA.  
Comparing the fourth quarter of 2001 to the fourth quarter of
2000, Adjusted EBITDA increased by $2.3 million, or 14%.  The
$2.3 million increase is the result of a $0.9 million increase
in the LTD's Adjusted EBITDA and a $1.4 million decrease in the
ICD's Adjusted EBITDA loss. Included in the fourth quarter of
2000 were the results of two completed construction projects
which contributed approximately $0.9 million to Adjusted EBITDA.  
In 2001, there were no comparable construction operations.  
Excluding the impact of these construction operations, Adjusted
EBITDA in the fourth quarter of 2001 increased approximately
$3.2 million, or 21%, from the prior year.

Revenues for the fourth quarter ended December 31, 2001 were
$46.8 million, a decrease of $3.6 million, or 7%, from $50.4
million reported for the fourth quarter ended December 31, 2000.  
The comparative decrease is primarily attributable to higher
miscellaneous revenues in the fourth quarter of the prior year
when revenues from the two construction projects, totaling
approximately $6.0 million, were recognized.  No comparable
revenues were recognized in the fourth quarter of 2001.  
Excluding the impact of these construction projects, revenues in
the quarter increased approximately $2.4 million, or 5%, over
the same period in the prior year.  The $2.4 million increase is
the result of growth in the ICD's revenues.  Sequentially,
revenues in the fourth quarter of 2001 were slightly higher than
those reported for the third quarter of 2001.

The Company incurred a net loss of $20.0 million for the fourth
quarter of 2001 compared to a net loss of $19.0 million for the
fourth quarter of 2000, an increase of $1.0 million, or 5%.  The
increase in net loss is primarily attributable to an increase in
non-operating expenses related to the writedown of the carrying
value of certain investments of approximately $8.9 million and a
restructuring charge of approximately $2.8 million in the fourth
quarter of 2001.

For the fourth quarter of 2001, the LTD reported revenues of
$42.6 million, Adjusted EBITDA of $21.9 million and an Adjusted
EBITDA margin of 51.4%.  This compares to revenues of $45.9
million, Adjusted EBITDA of $21.0 million and an Adjusted EBITDA
margin of 45.8% in the fourth quarter of 2000.  The $3.3 million
decrease in revenues is attributable primarily to approximately
$3.0 million in revenues recognized from a construction project
in the fourth quarter of 2000 and the impact of the sale of
approximately 4,280 connections in May 2001 which contributed
approximately $0.7 million in revenues in the fourth quarter of
the prior year.  On a sequential basis, revenues increased $0.9
million, or 2%, and Adjusted EBITDA increased $1.2 million, or
6%, from the third quarter of 2001.

As of December 31, 2001, the LTD had approximately 205,900 voice
access and DSL connections in service or an increase of
approximately 5,460 connections from December 31, 2000.  The
increase of 5,460 connections is comprised of an increase of
approximately 9,740 connections offset by the sale of
approximately 4,280 connections in the second quarter of 2001.  
On a sequential quarter basis, the LTD had an increase of
approximately 2,540 connections in service, or 1%.  Of the
205,900 total connections, approximately 135,700 are residential
lines, 59,100 are business lines and 11,100 are DSL connections.  
In addition, the LTD had approximately 80,200 long distance
accounts and 30,000 dial-up Internet subscribers at December 31,
2001.  Penetration rates for vertical services such as voice
mail, caller ID, call waiting and call forwarding continued to
increase in the fourth quarter of 2001.

The LTD's revenue run-rate for high-speed special access
services in the fourth quarter of 2001 increased 18% over the
same period in 2000 and 6% sequentially.  In addition, the
penetration rate in installed DSL in the LTD's service areas
reached 5.7% of access lines.  This continues to be among the
highest penetration rates for telecommunications providers in
the United States.

For the fourth quarter of 2001, the ICD reported revenues of
$4.2 million. For the same quarter in 2000, the ICD's revenues
were $4.5 million, which included approximately $3.0 million in
miscellaneous revenues related to a construction project that
was completed.  Excluding the impact of this construction
project, for which there were no comparable operations in 2001,
the ICD's revenues increased approximately $2.7 million, or
185%, and Adjusted EBITDA increased $2.3 million, or 40%, in the
fourth quarter of 2001 compared to the fourth quarter of 2000.  
The ICD's Adjusted EBITDA loss in the fourth quarter of 2001 was
$3.4 million compared to $4.8 million in the fourth quarter of
2000.  As of December 31, 2001, the ICD had approximately

16,700 voice and 700 DSL connections in service compared to
approximately 9,400 voice and 200 DSL connections in service at
December 31, 2000.

On a sequential quarter basis, the ICD's revenues decreased $0.9
million, or 17%, while the Adjusted EBITDA loss decreased $2.0
million, or 37%.  As announced previously, the ICD slowed its
growth in order to allow it to achieve positive Adjusted EBITDA
operating results and a positive net cash flow in a shorter
period of time.  By following this strategy, the ICD expects to
significantly reduce its cash burn as lower operating and
overhead expenses are incurred and reduced capital expenditures
are needed to support the lower growth rate.  The ICD will
continue to add new connections but at a significantly lower
rate than in the past.  Once the ICD achieves its cash flow
targets, it is anticipated that the ICD will fund its own growth
as it moves forward.

As part of this operating strategy, the ICD has focused its
growth in two of its established ICD markets, the Research
Triangle and Triad area of North Carolina and New Orleans,
Louisiana.  The Company's presence in Peoria and Bloomington,
Illinois has been maintained; however, no new sales efforts are
being directed in those territories.  In conjunction with this
strategy, the Company has reduced its overall work force to
match the lower level of growth. The Company maintains a sales
staff of five quota carrying general business sales
representatives and three major account representatives for
transport and larger accounts.

J. Stephen Vanderwoude, Chairman and Chief Executive Officer,
commented regarding the progress of the LTD and ICD, "The LTD
provided strong results for 2001.  Our LTD management team
continues to focus on how it can improve the LTD's operations
and maintain this momentum in 2002.  We also believe that we are
on the right track with the ICD.  Our operating results improve
each month, and our cash burn lessens as we move towards our
goal of the ICD self funding its growth.  This would be a
tremendous turnaround for a division that had an Adjusted EBITDA
loss of $23.1 million in 2001."

                    2001 Year-End Results

For the year ended December 31, 2001, revenues were $184.3
million, an increase of $17.2 million, or 10%, over revenues of
$167.1 million in 2000. Year-to-date revenues for 2001 include
$168.8 million for the LTD and $15.5 million for the ICD.  The
increase in revenues is partially attributable to a full year of
revenues being reported for Coastal Communications.  Coastal
Communications was acquired at the end of the first quarter of
2000 and was only included in 2000 operating results for nine
months as compared to a full year for 2001.  The remaining
increase is due to the growth in voice and DSL connections in
the LTD and ICD.  The LTD reported an increase in revenues of
$8.4 million, or 5%, primarily as the result of a full year of
Coastal Communications' revenues.  The ICD reported a revenue
gain of $8.7 million, or 131%, for 2001 compared to 2000.

For the year ended December 31, 2001, Adjusted EBITDA improved
by $7.6 million, or 14%, to $62.5 million when compared to 2000.  
By division, this was comprised of $85.6 million for the LTD and
a loss of $23.1 million for the ICD.  Included in this increase
is $4.8 million related to a full year of Coastal
Communications' operations being included in 2001.

On a pro forma basis, assuming that the Coastal Communications
acquisition occurred as of January 1, 2000 and therefore was
included in revenues for a full twelve months in 2000, revenues
increased $8.1 million in 2001, or 5%, and Adjusted EBITDA
increased $4.1 million, or 7%.  For the LTD, on a comparable pro
forma basis, Adjusted EBITDA increased 14%, or $10.2 million, on
a small decrease in revenues of $0.7 million, or 0.4%.  Revenues
for the LTD in 2000 reflect approximately $3 million from a
construction project for which no comparable revenues were
recognized in 2001.  In addition, the sale of 4,280 connections
at the end of May 2001 impacted revenues as twelve months of
revenues, or approximately $2.6 million, were recognized in 2000
for these connections compared to only five months of revenues,
or approximately $1.2 million, in 2001.

As of December 31, 2001, the Company had $21.6 million in cash
on hand. In addition, the Company has $21.8 million in available
credit facilities with the Rural Telephone Finance Cooperative.  
The Company will continue its discussions with potential equity
investors as well as consider strategies to improve liquidity
and funding.  Paul Sunu, Chief Financial Officer, commented, "We
continue to improve our leverage ratio through our operating
success.  In December 2001, the ICD achieved an $872,000
Adjusted EBITDA loss for the month.  In January 2002, the ICD's
Adjusted EBITDA loss was below $470,000. We are encouraged by
the fact that by taking our 2001 LTD results and annualizing
January 2002's ICD Adjusted EBITDA loss over our net debt
provides us with a leverage ratio that is under 7.9 times."

Cash paid for capital expenditures in 2001 was approximately $54
million. For 2002, the Company anticipates that total capital
expenditures will be approximately $20 million as a result of
the lower expected growth in the LTD and slower growth plans for
the ICD.


MCLEODUSA INC: Gets Okay to Hire Ordinary Course Professionals
--------------------------------------------------------------
McLeodUSA Inc. obtained Court authorization:

    (a) to retain the Ordinary Course Professionals under
        Bankruptcy Code sections 105 (a) and 327 without the
        necessity of a separate, formal retention application
        approved by the Court for each ordinary Course
        Professional, and

    (b) to compensate the ordinary Course Professionals for
        post-petition services rendered, subject to certain
        limits, without the necessity of additional Court
        approval.

                  Payment of fees and expenses

As proposed by the Debtor, the Court also approved:

    (a) that the Debtor be permitted to pay, without formal
        application to the Court by any Ordinary Course
        Professional, 100% of the interim fees and disbursements
        to each of the Ordinary Course Professionals upon the
        submission to the Debtor of an appropriate invoice
        setting forth in reasonable detail the nature of the
        services rendered after the Petition Date, provided that
        such interim fees and disbursements do not exceed a
        total of $25,000 per month per Ordinary Course
        Professional;

    (b) that payments to a particular professional would become
        subject to Court approval pursuant to an application for
        an allowance of compensation and reimbursement of
        expenses under Bankruptcy Code sections 330 and 331 if
        such payments exceed $25,000 per month for that Ordinary
        Course Professional.

In addition, the Court authorized the Debtor to employ
additional Ordinary Course Professionals as necessary, in the
ordinary course of its business without the need to file
individual retention applications and without the need for any
further hearing or notice to any other party, by filing with the
Court a supplement. (McLeodUSA Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


NEXTCARD: Inks Amended Service Pact with Former Unit's Receiver
---------------------------------------------------------------
NextCard, Inc. (Nasdaq:NXCD) announced that it has signed a
Restated and Amended Service Agreement with the Federal Deposit
Insurance Corporation, in its capacity as Receiver for NextBank,
N.A., the Company's former banking subsidiary. Pursuant to the
Agreement, the Company transferred its portfolio servicing
operations to the FDIC-R and agreed to continue providing, for a
minimum of three months, certain administrative services and a
nonexclusive license for the Company's intellectual property.
The Agreement provides for the FDIC-R to have uninterrupted
access to the Company's technology and proprietary systems
during the period of time believed necessary for the FDIC-R to
market NextBank's credit card portfolio.

In exchange for the Company's commitment to continue to provide
technology support for the NextBank portfolio, the FDIC-R has
agreed to pay certain ongoing fees and retention benefits
necessary to maintain this support. The FDIC-R has the option to
continue the agreement on a monthly basis after May 31, 2002 in
return for the Company's agreement to continue providing
support. The FDIC has also made a non-recourse loan to the
Company of approximately $1 million. The loan is non-interest
bearing, will mature in six months and is secured by an
assignment in favor of the FDIC-R of all of the Company's right,
title and interest in and to the security backing a letter of
credit, in like amount as the loan, executed in favor of
MasterCard International.

In connection with the Agreement, the Company has reduced its
number of employees by 546 persons (approximately 90% of the
Company's workforce), leaving 65 persons remaining employed by
the Company. Of the employees terminated, 465 persons have been
offered temporary employment with a third-party contractor on
behalf of the FDIC-R. The movement of the Company's workforce to
the supervision of the FDIC-R is intended to ensure continuous
provision of customer and portfolio servicing with respect to
the NextBank credit card assets.

Separately, the Company announced that it has voluntarily filed
a request with NASDAQ to delist its stock from the NASDAQ Market
System. The NASDAQ has advised the Company that its delisting
will take place on or about March 18, 2002. The Company decided
to request delisting because it is unable to meet the NASDAQ's
continued listing requirements. The Company has also been
removed from the NASDAQ Financial 100 Index.


OHIO CASUALTY: S&P Rates $125 Million Convertible Notes at BB
-------------------------------------------------------------
Standard & Poor's said it assigned its double-'B' senior debt
rating to Ohio Casualty Corp.'s $125 million convertible notes
due in 2022 based on the company's regional business position,
good capitalization, and improved investment strategy.

Standard & Poor's also said it affirmed its triple-'B'
counterparty credit and financial strength ratings on Ohio
Casualty's operating subsidiaries and its double-'B'
counterparty credit rating on the holding company. The outlook
was revised to stable from negative.

"Over the past year, Ohio Casualty has made steady progress
toward the implementation of its strategic plan and its goal to
improve operating performance," said Standard & Poor's credit
analyst Laline Carvalho. Positive restructuring actions, which
should support operating improvements over the next two years,
include significant rate increases, the elimination of its mono-
line workers' compensation business and unprofitable agents, the
cancellation of managing general agent contracts, and the exit
from the New Jersey private passenger auto business through a
transaction completed at the end of 2001. Management has also
been proactive in reducing its investment portfolio risk by
significantly reducing its equity holdings and re-investing
proceeds in fixed-rate securities.

The holding company's financial flexibility has been limited by
marginal interest coverage over the last three years, as well as
restrictive covenants on the group's $205 million outstanding
bank facility, which is due in October 2002. Although Ohio
Casualty is currently in compliance with its debt covenants,
Standard & Poor's believes the group's convertible note issue
will significantly improve financial flexibility by affording
the holding company greater breathing room to enact its
strategic plan.

The outlook reflects Ohio Casualty's improved strategic focus
with the entrance of a new management team in 2001. It also
reflects re-underwriting actions that are gradually improving
operating performance. Partially offsetting these factors are
challenges related to the group's restructuring as well as three
consecutive years of poor operating performance and low interest
coverage at the holding-company level.


OMNOVA SOLUTIONS: Fitch Ratchets Senior Debt Rating Down a Notch
----------------------------------------------------------------
Fitch Ratings has lowered the senior secured debt rating for
OMNOVA Solutions Inc. 'BB+' from 'BBB-'. The ratings have been
removed from Rating Watch Negative and assigned a Stable Rating
Outlook.

Fitch has lowered Omnova's ratings based on the company's
weakened financial position and credit statistics and a concern
that improvement in financial performance may not be sufficient
to justify an investment grade rating. Total debt, defined by
Fitch as balance sheet debt plus accounts receivable backed
commercial paper, has remained high. EBITDA declined slightly in
2001, keeping leverage and interest coverage weak. Although
earnings and credit statistics are expected to improve in 2002,
the resulting improvement could be modest if demand and margin
improvements are not strong. Omnova's ratings are supported by
the company's strong market positions. The company is a leader
in areas such as commercial vinyl wallcovering, vinyl and
urethane fabrics, and styrene-butadiene latex. The Stable Rating
Outlook reflects the likelihood of continued improvement in
Omnova's markets and its earnings. Some improvement in the
Performance Chemicals segment margins has been seen to date.
Margin improvement is expected this year in the Decorative and
Building Products segment.

For the trailing 12-month period ending Dec. 31, 2001, EBITDA-
to-interest has declined to 3.3 times from 3.6x at the end of
2000. For the same period, total adjusted debt-to-EBITDA has
increased to 3.9x from 3.6x at the end of 2000. These credit
ratios are expected to improve in 2002 with recovering EBITDA.
Capital spending is expected to be at lower levels than in
previous years. Free cash flow is expected to be positive in
2002 and debt levels are likely to decline.

OMNOVA Solutions is a specialty chemical company with $737
million in sales in 2001. The company produces commercial
wallcovering, coated fabrics, commercial roofing membrane
systems, adhesives, and paper and paperboard chemicals. End-use
markets for Omnova's products include construction and home
furnishings, textiles, and paper.


OWENS CORNING: Fabwel Inc. Now Named OC Fabricating Solutions
-------------------------------------------------------------
Owens Corning announced that its Fabwel division has changed its
name to Owens Corning Fabricating Solutions, in order to support
its growth and enhance its alignment within the company.

Founded in 1972, Fabwel, Inc. began as a fabricator of exterior
aluminum sheet products for the recreational vehicle market. As
the company expanded into other markets, Fabwel created a niche
for itself as a custom fabricator and supplier of exterior
components to the recreational vehicle, manufactured housing,
residential cargo trailer, light commercial building and marine
markets.

Growth during the past three decades is attributed to a
commitment to expand the materials that Fabwel fabricates.
Currently these materials include steel, aluminum, fiberglass
reinforced sheet and vinyl.

In June of 1997, Fabwel was purchased by Toledo, Ohio, based
Owens Corning. Synergies created by the two companies, along
with the use of the system approach to product performance, have
created exciting new growth opportunities.

"This move demonstrates Owens Corning's commitment to its
customers," said Bud Stout, president Owens Corning Fabricating
Solutions. "Transitioning the name to Owens Corning Fabricating
Solutions will translate into stronger consumer confidence in
the company, its services and products." (Owens Corning
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


PACIFICARE HEALTH: Subsidiary Names Brian Crary as Regional VP
--------------------------------------------------------------
PacifiCare of Colorado, Inc., a subsidiary of PacifiCare Health
Systems, Inc. (Nasdaq:PHSY), announced it has promoted Brian
Crary to regional vice president and has named Doug Wilson vice
president of sales and service.

As regional vice president, Crary will lead the Colorado health
plan's operations, overseeing network relations and contracting,
commercial sales, medical management, underwriting and finance.
Crary reports to Richard Rivers, who was named senior vice
president of PacifiCare Health Systems in charge of health plan
operations in Colorado, Nevada, Arizona, Washington and Oregon.
The changes are part of a strategic restructuring announced last
month by PacifiCare Health Systems to consolidate regions in
order to enhance focus on its commercial business growth and to
improve its operational efficiency.

"As a health and consumer services company, we value leadership
that can drive our vision to make people's lives better," said
Rivers. "With solid business judgment and sound insight into the
Colorado market, Brian is well-equipped to guide PacifiCare of
Colorado as we continue to strengthen our company through
improved commercial growth."

Crary joined PacifiCare in October 1999 as vice president and
chief financial officer overseeing finance, accounting and
underwriting. Before joining PacifiCare, Crary was a senior vice
president of Foundation Health Systems overseeing the financial
operations of non-California operations.

As vice president of sales and service, Wilson will be
responsible for commercial sales and service as well as broker
and employer client relationships. He will report to Crary.

"Doug will play a key role in advancing our competitive position
in the commercial market and in achieving our growth goals,"
said Crary. "His experience with the Colorado market and his
broad product expertise will add significant strength to our
sales team and assist in reinventing PacifiCare as an innovative
consumer health company."

From 1994 to 1999, Wilson was vice president of sales and client
services for Cigna Healthcare of Colorado, where he consistently
exceeded sales quotas and customer retention goals. Most
recently, Wilson was vice president of business development for
Sitel Corp., where he focused on outsourcing solutions for
insurance and health care companies.

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


PENTASTAR COMMS: Can No Longer Meet Current Cash Obligations
------------------------------------------------------------
PentaStar Communications, Inc. (Nasdaq: PNTA) announced that as
a result of being unable to collect, on a timely basis,
receivables from various communications service providers with
which it has agency agreements, it is unable to meet current
cash obligations including, but not limited to, certain payroll
obligations and debt service payments to its lenders.  
PentaStar's balance sheet currently reflects in excess of $3
million of past due receivables from the communications service
providers.  The Company has been working with the providers to
collect past due amounts.

As previously disclosed, the Company has recently implemented an
operational restructuring plan to reduce costs, which the
Company believed based upon recent revenue and order flow
activity, would have allowed the Company to produce positive
earnings before depreciation and amortization on a go-forward
basis.

The Company also announced it is in default under its Wells
Fargo Bank West, National Association and Merrill Lynch Business
Financial Services credit agreements.  Both lenders are
unwilling to advance additional funds to the Company.  The
Company's obligations to the lenders are secured by all of its
assets, and such obligations exceed the Company's current
assets.

The Company is currently working to develop a plan to allow it
to continue to operate on a modified basis so it can pay its
creditors.  However, it is unlikely that operations on this
basis will allow the Company's shareholders to realize any
value.

PentaStar designs, procures and facilitates the installation and
use of communications services solutions that best meet
customers' specific requirements and budgets.  PentaStar was
formed in March 1999 to become a national communications
services agent and specializes in being the single source
provider of total communications solutions for its business
customers. PentaStar's common stock is traded on the Nasdaq
National Market under the ticker symbol PNTA.  For more complete
information about PentaStar, contact PentaStar Communications,
Inc., 1660 Wynkoop St., Denver, Colorado 80202, (303) 825-4400,
visit the Company's Web site at http://www.pentastarcom.comor  
send an email to info@pentastarcom.com.


PENTON MEDIA: Enters Agreement to Amend Senior Credit Facility
--------------------------------------------------------------
Penton Media, Inc. (NYSE:PME) announced that it has entered into
an agreement with an investor group led by ABRY Mezzanine
Partners, L.P. for the private placement of 50,000 shares of a
new series of convertible preferred stock and warrants to
purchase 1.6 million shares of Penton common stock for $50
million.

The preferred stock will be convertible into shares of Penton
common stock at any time at the investors' option at a
conversion price of $7.61, subject to adjustments. The dividend
accrues daily and is payable semi-annually in cash only if
declared by Penton's board of directors and approved by no less
than 75% of the convertible preferred stock then outstanding.
Penton has no present intentions to pay cash dividends on the
preferred, therefore the dividends will accrete to the
liquidation value of the preferred stock.

Proceeds from the private placement will be used to repay
indebtedness. Closing is subject to the absence of a material
adverse change in the Company's business or in the financial
markets, confirmation from the New York Stock Exchange that the
issuance of the convertible preferred stock and warrants
complies with NYSE listing requirements, and certain other
customary conditions.

Penton has also entered into an agreement to amend the terms of
its existing senior secured credit facility. Upon effectiveness,
the amendment will provide the Company with significant covenant
relief and will reduce its revolving credit facility to a
maximum availability of $40 million. The amendment will become
effective upon the closing of the private placement of the
convertible preferred stock and warrants, which the Company
expects to be completed no later than March 15, 2002.


PHILEX GOLD: Selling Interest in JV Project to Repay Bank Debts
---------------------------------------------------------------
Philex Gold Inc. (CDNX:PGI) recorded a net loss for the 12
months ended December 31, 2001 of $48.2 million, which included
a provision for write-down of the Bulawan mine assets and
deferred exploration costs of $41.6 million as a result of a
decision during the fourth quarter to terminate all development
work at the operation. This compares to a net loss of $11.3
million in the prior year, which included a translation loss of
$4.0 million due to the change in the translation rate applied
to materials and supplies inventory. In fiscal 2001, operating
revenues amounted to $15.9 million while the cash flow from
operations was $4.1 million. The comparable figures for the
prior year were revenues of $14.3 million and a negative cash
flow of $2.1 million. The realized price of gold for 2001 of
$274 per ounce was lower than the prior year's $283 per ounce.

For the fourth quarter of 2001, revenues were $3.7 million and a
net profit of $146,000 was incurred prior to the aforementioned
write-down. Cash flow from operations was $1.2 million. For the
comparable period of the prior year, revenues and net profit
amounted to $6.7 million and $659,000, respectively, prior to
the foreign exchange translation loss. Cash flow from operations
was $1.2 million. The realized price of gold for the quarter was
$284 per ounce compared to $272 per ounce in the comparable
quarter of the prior year.

At December 31, 2001, the company's balance sheet showed a total
shareholders' equity deficit of over $45 million.

As mentioned in an earlier release on November 23, 2001, a re-
evaluation of the economic feasibility of continuing development
of the remainder of the Central Block at the Bulawan mine
indicated that in light of the expensive ground support system
required due to poor ground conditions coupled with a low gold
price, the financial returns would be marginal. In view of these
findings and the financial condition of the Company, a decision
was made to terminate all development work at the mine. The
operation now continues at a reduced manpower level with the
objective of extracting the remaining broken ore reserves above
the developed draw points as long as positive cash flows are
generated. It has been projected that the operation will
continue through the first quarter of 2002.

In order for the Company to repay its bank debts of $13.7
million and other liabilities in view of the impending closure
of the Bulawan mine, as announced on December 18, 2001, an
agreement was signed with Anglo American Exploration
(Philippines) B.V., the Company's joint venture partner on the
Boyongan project, to sell a 10% equity interest in the project
and surrounding tenements for $20 million. Additional payments
of up to $5 million may be received on the basis of an increase
in the metal content of the deposit or from any other discovery
within the surrounding tenements on the basis of feasibility
studies. The implementing documentation relating to the sale has
been executed and payment is expected on or before March 19th.
The funds will be used to pay down the bank debt in full and
other liabilities.

As a result of the sale, the Company's equity in the project has
been reduced to 50%. Should Anglo at its sole expense bring the
project through a bankable feasibility study, Anglo would be
entitled to an additional 30% equity either directly or through
a joint venture with a qualified entity, and will conduct the
operations if the project proceeds to development. In such a
situation, Philex Gold will be required to raise its pro-rata
share of the project funding while Anglo would provide 100% of
the completion guarantees that may be required by third party
lenders.

With respect to exploration, the drilling program at the
Boyongan copper-gold deposit resumed in January 2002 after a
brief year-end shut down period. The latest results of the
drilling were released on March 8, 2002 and showed excellent
intercepts for holes TSD-35 and 36. Scout drilling at the
Magpayang block, about 4 kilometres south of Boyongan, also
commenced early in the year. The exploration permit, covering
ground between Boyongan and Magpayang, has been approved and
scout drilling will commence shortly. Three large capacity drill
rigs, with a fourth to be added later in March, are performing
resource definition drilling at the Boyongan deposit where
15,000 metres of drilling is planned in 2002. Two rigs are
currently being utilized for scout drilling primarily to the
south of the deposit, with a target meterage of 3,000 metres in
2002.


PHYCOR: Court Approves Continued Use of Cash Management System
--------------------------------------------------------------
Prudence Carter Beatty approves the motion of Phycor Inc. and
its debtor-affiliates to continue using their existing Cash
Management System and engage in Intercompany Transactions in the
ordinary course of business.  The Court approves the motion
provided that the Debtors maintain records of all transfers so
that all transactions, including intercompany transactions, may
be readily ascertained, traced, and recorded properly on
applicable accounts.

The Debtors are authorized to continue to use their existing
checks and other Business Forms, which checks and Business Forms
shall not be required to include the legend "Debtor-in-
Possession" or a "debtor-in-possession number."

The banks in which the Company's pre-petition Bank Accounts are
maintained are directed to continue to servive and administer
the Bank Accounts of each Debtor as a debtor-in-possession
account, without interruption and in the usual and ordinary
course.  

Furthermore, the Debtors are allowed to open additional bank
accounts, or close any existing Bank Accounts as necessary
provided that any new account shall be with a bank that is
insured with the Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation and that is
organized under the laws of the United States.

Phycor Inc., a medical network management company, filed for
chapter 11 protection on January 31, 2002. Kayalyn A. Marafioti,
Esq. at Skadden, Arps, Slate, Meagher & Flom LLP represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed total assets of
$28,851,499 and total debts of $338,443,734.


POLAROID CORP: Intends to Renew Three Fleet Letters of Credit
-------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates seek the Court's
authority to renew, on the same terms and conditions, three
Letters of Credit with Fleet National Bank:

  (a) a $350,000 Standby Letter of Credit, number 1S1261763, for
      the benefit of Liberty Mutual Insurance Company;

  (b) a $7,000,000 Standby Letter of Credit, number 1S1270814,
      for the benefit of PD Winter Street, LLC; and

  (c) a $1,000,000 Standby Letter of Credit, number 1S1270917,
      for the benefit of an unidentified Landlord.

Eric W. Kaup, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Chicago, Illinois, relates that even if the renewal is
considered an ordinary course transaction, Fleet will not renew
the Letters of Credit for the Landlords and Liberty Mutual
absent a court order.  Mr. Kaup informs Judge Walsh that the
Debtors must renew the Letters of Credit because they wish to
continue doing business with Landlords and Liberty Mutual.  
Otherwise, Mr. Kaup contends that the Debtors will face serious
problems because:

    -- it would be near impossible to obtain substitute letter
       of credit in a short period of time;

    -- the expense of getting a substitute letter of credit will
       likely be prohibitive; and

    -- the Letters of Credit would be drawn and Fleet would
       exercise its set-off rights against the Cash Collateral,
       pursuant to the Letters of Credit and Stipulation signed
       on December 4, 2002.

Further, Mr. Kaup says that the Debtors already tried
negotiating for alternative Letters of Credit with other lenders
but is unable to obtain better terms than the ones with Fleet.
(Polaroid Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PRECISION AUTO CARE: Extends Rights Offering to April 15, 2002
--------------------------------------------------------------
Precision Auto Care, Inc. (OTC Bulletin Board: PACI) Lou Brown,
President & CEO of Precision Auto Care, Inc. (PACI), announced
that the Company would extend its Rights Offering from March 15
to April 5, 2002.  The Company is offering an aggregate of
4,032,723 shares of its common stock to shareholders of record
as of February 14, 2002.  These shareholders have the right to
purchase one share of common stock for each 2.5 shares owned at
a purchase price of $0.30 per share.  The Company is engaging in
this Rights Offering to obtain additional working capital.

Precision Auto Care, Inc. is the world's leading franchisor of
auto care centers, with over 500 operating centers as of March
12, 2002.  The Company franchises and operates Precision Tune
Auto Care centers around the world.

According to Troubled Company Reporter - October 4 Edition,
Precision Auto Care is negotiating extensions of its Senior
Debt. However, the report said, in the event that the Company
would be unable to accomplish its strategic objectives or would
be otherwise unable to generate revenues sufficient to cover
operating expenses and pay other debt, the Company would not be
able to sustain operations at the current level. This would
require the Company to further reduce expenses and liquidate
certain assets.


PSINET: Court OKs Holdings' Employee Retention & Severance Plan
---------------------------------------------------------------
Harrison J. Goldin, Trustee to PSINet Consulting Solutions
Holdings, Inc. sought and obtained Court approval for an Order
Authorizing the Trustee to Implement the Retention and Severance
Plan for Employees at Holdings' Non-Debtor Subsidiaries.

The Retention and Severance Plan governs the employment of
approximately fifteen employees of Holdings' non-debtor
subsidiaries. The Debtor is a holding company that does not
directly employ ther Plan Employees, but indirectly employs them
through the Subsidiaries. Because the Subsidiaries are wholly-
owned by the Debtor and directly or indirectly controlled by the
Debtor (their sole shareholder), the Trustee believes that
retaining the Plan Employees is vital to preserving and
maximizing the value of Holdings' estate.

Prior to the PSINet Petition Date, all the Subsidiaries'
employees were covered under one severance plan. In September of
2001, a general retention and severance plan was put into place
that covered most of the Subsidiaries' employees. In addition to
a general retention and severance plan, several key employees
signed specific retention and severance plans with
individualized terms. Both the general and individualized
retention and severance plans expired on or about December 31,
2001. During the first part of January 2002, the Trustee, with
the approval of the Committee, paid all the amounts that were
due and owing to employees at the Subsidiaries under the
retention and severance plans.

Under the Plan, the Employees will continue to be paid by the
Subsidiaries.

The Trustee believes that the implementation of the Plan is
essential to the retention of the Plan Employees because:

       -- The Plan Employees' active assistance will be
necessary in resolving potential claims between the Holdings
estate and the PSINet estate, General Electric Capital
Corporation, and other parties.

       -- The Plan Employees will continue to provide the
Trustee with vital information about the Debtor's and the
Subsidiaries' operations.

       -- The Plan Employees will also assist the Trustee in
identifying the companies' assets and liabilities.

      -- There are few employees remaining at the Subsidiaries
capable of providing the Trustee with the information it needs
to operate the Holdings estate.

       -- The Plan Employees' knowledge about the companies'
operations is especially important because many files have been
packed and are scattered in warehouses across the country, other
documents remain with PSINet, and the computer systems of
Holdings and its Subsidiaries are no longer operational.

               The Retention and Severance Plan

* Base Salary:

Under the Plan, each Plan Employee will be paid his or her base
salary for the entire time he or she is employed. The total
period of time for which a Plan Employee has agreed to be
retained shall be referred to hereinafter as the "retention
period". The retention period varies per Plan Employee and
ranges from 90 calendar days to 180 calendar days. The total
amount of base salary that will be paid under the Plan is
approximately $410,000.

* Retention Bonus:

Each Plan Employee may also be entitled to a retention bonus.
For most of the Plan Employees, the retention bonus will be half
(50%) of their salary for their retention period. For other Plan
Employees the retention payment will either be three quarters
(75%) of their salary during the retention period or has been
fixed at a specific amount. The total amount of retention
bonuses that will be paid under the Plan, assuming no Plan
Employee leaves before the end of his or her retention period,
is approximately $280,000. This amount does not include upfront
payments to three employees, the total amount of which will be
approximately $15,000.

* Timing Of Payment Of Retention Bonus:

Plan Employees are entitled to a retention bonus if they work
until the end of their retention period or have worked for 90
calendar days, whichever comes first.

(1)  Plan Employees Whose Retention Period Is 90 Days will be
     entitled to 100% of his or her end of his or her retention
     period.

(2)  Plan Employees Whose Retention Period Is Over 90 Days will
     be entitled to 50% of his or her accrued retention bonus
     after 90 calendar days has passed. The Plan Employee will
     be entitled to the other 50% of his or her accrued
     retention bonus for the first 90 calendar days and 100% of
     his or her retention bonus for the remainder of his or her
     retention period at the end of his or her retention period.

(3)  The Trustee and any Plan Employee may mutually agree to
     extend a Plan Employee's retention period. Under these
     circumstances, the Plan Employee will receive 50% of his or
     her accrued retention bonus at the end of the original
     retention period. This payment would be reduced by any
     previous payment made to an employee (e.g., payments made
     to an employee after 90 days). The Plan Employee will
     receive the other 50% of his or her retention bonus accrued
     during the original retention period and 100% of his or her
     retention bonus accrued after the original retention period
     at the end of the extended retention period.

     Under the Plan, the Trustee may, in his discretion, raise
     the retention bonus of any employee from 50% to 75% of his
     or her salary. As of the date the employee's retention
     bonus rate is increased, the employee will begin to accrue
     the greater retention bonus.

* Severance:

Each Plan Employee who works until the end of his or her entire
retention period will be entitled to 6 weeks of severance. The
total amount of severance that will be paid under the Plan,
assuming no Plan Employee leaves before the end of his or her
retention period, is approximately $130,000.

To the extent that retention or severance agreements still exist
between Plan Employees and PSINet as to stock options in PSINet,
the Plan will have no effect and would not serve to revoke these
options.

* Termination:

If a Plan Employee chooses to leave prior to the end of his or
her retention period, then he or she will not receive his or her
retention bonus or severance. If a Plan Employee is terminated
without cause, then that Plan Employee will be entitled to the
total amount of his or her salary, retention bonus and severance
had he or she worked for his or her entire retention period. If
a Plan Employee is terminated for cause, that Plan Employee
forfeits his or her retention bonus and severance.

* Vacation and Sick Time:

Each Plan Employee who is retained will be entitled to payment
for any vacation or sick days accrued during the retention
period. Any such increase in vacation or sick days will be added
to the vacation and sick days previously accrued by the Plan
Employee. This accrual does not directly come under the Plan but
under the Plan Employee's previous benefits package.

* Modification:

The Plan may be modified by the Trustee from time to time as the
need arises. (PSINet Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


SERVICE MERCHANDISE: Designation Rights Sale Prompts Objections
---------------------------------------------------------------
Pursuant to section 365 of the Bankruptcy Code and to facilitate
the sale of the Designation Rights and ultimate disposition of
the leased Properties, Service Merchandise Company, Inc., and
its debtor-affiliates seek the Court's authority to assume and
assign the underlying leases and, other contracts, such as REAs,
affecting the Properties to the ultimate assignees.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, explains that "adequate assurance of
future performance" required by the Bankruptcy Code need not be
demonstrated by the Designation Rights Purchaser because "no
Leases or Contracts will be actually assigned to the Proposed
Purchaser" upon entry of the Sale Order -- the leases and
contracts will remain with the Debtors' estates until the
Proposed Purchaser identifies designees for the properties.

Additionally, the Debtors also ask Judge Paine to rule the
unenforceability of anti-assignment provisions, such as:

    (a) "going dark", alteration, use restrictions and recapture
        provisions contained in leases and executory contracts,
        and

    (b) right of first refusal or purchase option provisions in
        favor of third parties, continuous operating covenants,
        covenants that any user of the Debtors' premises operate
        under the name of "Service Merchandise," and other
        similar restrictions contained in the reciprocal
        easement agreements with respect to fee-owned
        Properties.

For the Debtors and the Proposed Purchaser to determine ahead
the cure amounts and all defaults for the properties subject to
the sale, these deadlines are set:

    (a) on or before _________, 2002, the Debtors will serve
        notice of the bar date to all landlords and other known
        notice parties under the Leases;

    (b) all parties will have until April 5, 2002 to file and
        serve a copy of their claim which shall include any and
        all monetary or non-monetary claims or defaults incurred
        or could arise prior to March 31, 2002. The Cure Claim
        must also state the store number and store location in
        the title of the claim;

Further, Mr. Jennings assures Judge Paine that the Bar Date
shall not affect a party's rights or remedies with respect to
claim or defaults arising after March 31, 2002, or any rights
that the parties may have under Section 365 of the Bankruptcy
Code other than as to Cure Claims.

                         Objections

(1) DDR and Community Centers One

DDR Downreit, LLC and Community Centers One, Inc., do not want
their stores to go dark.

John A. Gleason, Esq., at Benesch, Friedlander, Coplan &
Aronoff, LLP in Columbus, Ohio, asserts that the Debtors are
attempting to profit from the leased properties in its request
to let the properties go dark.

Mr. Gleason tells Judge Paine that the Debtors cannot sell a
Lease under section 363 of the Bankruptcy Code without violating
the rights of the Landlords of the protection guaranteed by
section 365(b)(3). Pursuant to section 365, Mr. Gleason says, a
debtor may assume and assign a right under a lease by providing
adequate assurance of future performance, including:

  (a) of a source of rent and other consideration due under the
      lease, and in case of assignment, that the financial
      condition and operating performance of the proposed
      assignee shall be similar to the financial condition and
      operating performance of the debtor at the time the debtor
      became the lessee under the lease;

  (b) that any percentage rent due under the lease will not
      decline substantially;

  (c) that assumption or assignment of such lease is subject to
      all provisions including radius, location, use or
      exclusivity provisions, and will not breach any
      provision, contained in any other lease, financing
      agreement, or master agreement relating to the shopping
      center; and

  (d) that assumption or assignment of lease will not disrupt
      any tenant mix or balance in the shopping center.

Mr. Gleason further argues that Section 365 also prohibits the
Debtors from modifying the terms of the lease as suggested in
the motion.

(2) Boynton-Catalina

Boynton-Catalina LP is the landlord of the Debtors Store No. 117
in Boynton Beach, Florida.

Richard L. Allen, Esq., at Pertnoy, Solowsky, Allen & Haber, PA,
in Miami, Florida, asserts that the request of the Debtors for
the leased properties to remain dark up to 9 months after
assignment will cause serious financial and other injury to the
Landlords.

Furthermore, Boynton objects to the Debtors' Proposed Purchaser
-- Kimco Realty Corporation, SB Capital Group, LLC and Simon
Property Group, Inc. -- because the group is a direct competitor
of the Landlord in the Shopping Center business.

Mr. Allen also contends that the Landlord should be given the
opportunity to buy back the Lease from the Debtors. In fact, Mr.
Allen reports that the Landlord made the offer but the Debtors
did not provide any counteroffers or serious consideration.

(3) Various landlords

Several landlords echo similar concerns:

    * Pompano Plaza, Ltd,
    * Mills Corporation,
    * Gulfport Retail Partners, L.P.
    * Antonio B. Pomerleau,
    * Hawley Management, Inc.,
    * Baton Associates,
    * Macon Associates,
    * Dixie Associates,
    * Vorhof-Duenke, Inc.,
    * General Growth Management, Inc.,
    * Overland Park Associates,
    * Lend Lease Real Estate Investment, Inc.,
    * Basser-Kaufman and
    * Benderson Kendall Associates

Randal S. Mashburn, Esq., at Baker, Donelson, Bearman &
Caldwell, PC, in Nashville, Tennessee contends that the motion
seek to violate the Leases and applicable law. Mr. Marshburn
points that the proposed Sale Order violates section 365 of the
Bankruptcy Code because it abdicates the Debtors' duties and
that the successful bidder will have the absolute and exclusive
right to "select, identify, and designate" which lease are to be
assume and assigned and to whom.

Mr. Mashburn notes that the "go-dark" relief will also place the
landlords in "violation of operating covenants contained in
leases with other tenants and third parties". Further, Mr.
Mashburn adds that the Debtors also face the risk of loss from
deterioration and neglect of the lease properties, given the
Debtors' current situation.

CBL & Associates Management, Inc. and Glimcher Properties
Limited Partnership, both lessors of the Debtors, also pose the
same objections. (Service Merchandise Bankruptcy News, Issue No.
27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


STELAX INDUSTRIES: Wells Fargo Appoints Receiver to UK Affiliate
----------------------------------------------------------------
Stelax Industries, Ltd. (OTC Bulletin Board: STAX) announced
that its secured creditor, Wells Fargo Business Credit, Inc. has
appointed a receiver to administer the operations and assets of
its United Kingdom subsidiary.

This action permits the protection of these assets from any
other creditors that might jeopardize the company's present
efforts to complete a successful financing.

During the time of receiver control, the receiver will pay all
expenses relating to operating costs, and will retain all
revenues and earnings.

Mr. Hardy, Chairman of Stelax Industries Ltd. stated, "This
action taken with Stelax's U.K. subsidiary should permit the
company to continue to make limited deliveries as approved by
the receiver until it completes its previously announced
financing transaction.  Should the company be unable to complete
a financing, and come to a satisfactory settlement with the
receiver, the receiver has the right to sell or deal with the
assets that best satisfies the company's obligations to its
creditors.  However, the company remains optimistic that its
financing will be completed."


TECSTAR INC: Court Approves Irell & Manella as Debtors' Counsel
---------------------------------------------------------------
Tecstar, Inc. and its debtor-affiliate sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ Irell & Manella LLP as their
general insolvency Counsel while in chapter 11.

Specifically, Irell & Manella will:

     a) advise the Debtors with respect to their powers and
        duties as debtors-in-possession in the continued
        management and operation of their businesses and
        properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     c) take necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any action
        commenced against the Debtors, negotiations concerning
        all litigation in which the Debtors are involved, and
        objections to claims that are filed against the estates;

     d) prepare in behalf of the Debtors all motions,
        applications, answers, orders, reports, and papers
        necessary to the bankruptcy court's administration of
        the estates;

     e) negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement, and all related
        agreements/documents, and take necessary action on
        behalf of the Debtors to obtain confirmation of such
        plan;

     f) represent the Debtors in connection with obtaining
        postpetition loans;

     g) advise the Debtors in connection with any potential sale
        of assets;

     h) appear before this Court, any appellate courts, and the
        United States Trustee, and protect the interests of the
        Debtors' estates before such Courts and the United
        States Trustee; and

     i) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with these chapter 11 cases.

The Firm services will be compensated at its customary hourly
rates for similar services plus reimbursement for all reasonable
and necessary expenses. The hourly rates of the Firm's
professional staff range from:

          partners and of counsel     $320 to $550 per hour
          associates                  $190 to $385 per hour
          legal assistants            $110 to $250 per hour
          clerical assistants         $25 to $135 per hour

Tecstar, Inc. manufactures high-efficiency solar cells that are
primarily used in the construction of spacecraft and satellite.
The Company filed for chapter 11 protection on February 07, 2002
in the U.S. Bankruptcy Court for the District of Delaware. When
the company filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated
debts of $50 million to $100 million.


USDATA CORPORATION: Has Working Capital Deficit of $1.5 Million
---------------------------------------------------------------
USDATA Corporation (NASDAQ:USDC), a global provider of
industrial automation software and services, announced operating
results for the fourth quarter and year ended December 31, 2001.

The company reported a loss from continuing operations of $2.1
million for the year ended 2001, an 86% improvement when
compared to a loss from continuing operations of $14.9 million
in 2000. Net loss applicable to common stockholders was $12.7
million for the year ended 2001, compared to net loss applicable
to common stockholders of $44.8 million in 2000. Revenues were
$13.6 million for the year ended 2001 compared to $16.0 million
for the same period in 2000, representing a decline of 15%. The
decline in revenue is consistent with industry-wide revenue
declines in industrial automation particularly in the
manufacturing sector.

Earnings before interest, taxes, depreciation and amortization,
excluding restructuring and asset write off charges, ("EBITDA")
were $3.2 million for the year ended 2001, compared to a loss of
$9.0 million in 2000. EBITDA earnings for the fourth quarter
2001 were $1.1 million, compared to $71,000 for the same period
in 2000.

Net cash flow provided by continuing operations was $1.6 million
for the year ended 2001, a substantial improvement when compared
to a negative cash flow from continuing operations of $7.3
million in 2000. The $8.9 million improvement was attributable
to the company's continued expense reduction initiatives.

Income from continuing operations of $212,000 for the fourth
quarter 2001 increased $3.6 million when compared to a loss from
continuing operations of $3.4 million in 2000. Fourth quarter
2001 loss applicable to common stockholders was $422,000, or a
loss of $0.15 per common share, compared to a net loss of $15.4
million, or a loss of $5.51 per common share in 2000. Revenues
for the fourth quarter 2001 were $3.0 million, compared to $4.5
million in 2000.

Bob Merry, President and Chief Executive Officer of USDATA
commented on this announcement. "Although continued weakening in
the industrial automation market and manufacturing significantly
impacted our revenue performance during the third and fourth
quarters, the fact is, in 2001 we reduced our operating expenses
almost 50% and maintained our revenues consistent with overall
industry performance." Mr. Merry continued, "The recent signs of
economic recovery in the manufacturing sector are indicators for
optimism in the second half of 2002 and our positive cash flow
from continuing operations during these challenging times
positions USDATA well for the future."

Now in its 27th year, USDATA Corporation, headquartered in
Richardson, Texas (NASDAQ:USDC) is a leading global provider of
software and services that give enterprises the knowledge and
control needed to perfect the products they produce and the
processes they manage. Based upon a tradition of flexible
service, innovation and integration, USDATA's software currently
operates in more than 60 countries around the globe, including
seventeen of the top twenty-five manufacturers. USDATA's
software heritage is born out of manufacturing and process
automation solutions and has grown to encompass the industry's
deepest product knowledge and control solutions. With an eye
towards the future of e-business, USDATA continues to innovate
solutions that will support the integration of enterprise
production and automation information into the supply chain. The
company has six offices worldwide and a global network of
distribution and support partners. At December 31, 2001, the
company's total current liabilities eclipsed its total current
assets by about $1.5 million.

For more information, visit USDATA on the Web at
http://www.usdata.com  


WARNACO INC: Taps Keen Realty to Dispose of Real Estate Assets
--------------------------------------------------------------
Warnaco Inc., the New York based apparel manufacturer/retailer,
has retained Keen Realty, LLC and CB Richard Ellis, Inc. to
assist the company in the disposition of certain of its real
estate assets, including the marketing of a 38,000+ square foot
former manufacturing facility in Costa Rica. The facility is
located in Alajuela, San Jose, Costa Rica and was formerly used
as a sewing and distribution plant. Keen Realty is a real estate
firm specializing in selling excess assets and restructuring
retail real estate and lease portfolios. The firm is also
marketing 65 acres of vacant land in Duncansville, PA and a
234,000+ square foot distribution and manufacturing facility in
Murfreesboro, TN for Warnaco, who filed for protection under
Chapter 11 of the Bankruptcy Code on June 11, 2001. CB Richard
Ellis is a vertically integrated commercial real estate services
company with a geographically diversified network focusing on
transaction management, financial services, and management
services.

"The property is very well located in Costa Rica, just 2 miles
from the Juan Santamaria International Airport and 12 miles from
downtown San Jose", said Craig Fox, Keen Realty's Vice
President. "It is also only 40 miles from the Punta Arenas Port
on the Pacific coast and 85 miles from the Limon Port on the
Atlantic coast. The location and characteristics of the building
make it suitable for both industrial and retail uses/users. We
are encouraging prospective purchasers to put in their bids
immediately as offers are now being considered."

For over 15 years, Keen Consultants, LLC has had extensive
experience solving complex problems and evaluating and selling
real estate, leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with hundreds of clients nationwide, evaluated and disposed of
over 180,000,000 square feet of properties, and repositioned
nearly 9,000 stores across the country.

Companies that the firm has advised include: Northern
Reflections, Edison Bros., Cosmetic Center, Long John Silver,
Caldor, Citibank, N.A. (Ames Dept. Stores), Cumberland Farms,
Fayva Shoe, Herman's Sporting Goods, K-Mart, Merry-Go-Round
Stores, Neiman Marcus, Petrie Retail Inc., and Woodward &
Lothrop. Most recently Keen has sold over $125 million of excess
properties for Family Golf Centers, $80 million of excess
properties for Service Merchandise Company, raised approximately
$5 million for Filene's Basement, $4 million for CODA/Jeans
West, and raised $5.5 million for Learningsmith Inc. In addition
to Warnaco, other current clients include: Pennsylvania Fashions
dba Rue 21, Footstar, Cooker Restaurant Corp., Matlack Truck
Systems, Inc., Anamet Industrial and Graham Field Health
Products.

For more information regarding the sale of the Warnaco
properties, please contact Keen Realty, LLC, 60 Cutter Mill
Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-2700,
Fax: 516-482-5764, e-mail: krc@keenconsultants.com, Attn: Craig
Fox or regarding the Costa Rica property contact Miguel
Rosencwaig in San Jose, Costa Rica at 506-296-6060 or Jorge
Hurtado in Miami, FL at 305-533-1215.


ZILOG INC: Appoints Jim Thorburn to Reinforce Turnaround Program
----------------------------------------------------------------
ZiLOG,(R) Inc., the Extreme Connectivity(TM) Company, announced
that Acting CEO Jim Thorburn was elected to ZiLOG's Board of
Directors as Chairman and appointed Chief Executive Officer. In
addition, Executive Vice President Mike Burger was named
President and elected to the Board of Directors.

Thorburn, 46, was brought into ZiLOG as Acting CEO in March 2001
to lead a restructuring of the company, which had seen a decline
of its business due to the overall weakness in the semiconductor
industry. Since Q1 2001, ZiLOG has made significant financial
improvement, turning a Q1 2001 EBITDA loss of $7 million into
EBITDA gains of $6.6 million in each of Q3 and Q4 2001. Under
Thorburn's leadership, ZiLOG's management team is executing a
restructuring plan that focuses the business on core products,
rationalizes manufacturing capacity, and reduces operating
costs.

"Jim's leadership and considerable semiconductor and financial
experience are successfully leading ZiLOG through a
transformational period. As CEO and Chairman of the Board, Jim
will leverage the company's strong brand and product expertise
to expand its share of the over $5 billion embedded control
market," said John Marren, a member of ZiLOG's Board of
Directors.

ZiLOG recently launched an exchange offer that is expected to
result in the conversion of all of its outstanding senior
secured notes into equity. After the conversion, expected to be
completed before the end of Q2 2002 through a pre-packaged
Chapter 11 process, ZiLOG will be virtually debt-free.

"I am excited to be leading ZiLOG through its operational and
financial restructuring," Thorburn said. "Once we have
eliminated our debt by restructuring our balance sheet, we can
focus all our resources on supporting our customers with
innovative, high value microcontroller, microprocessor and
wireless semiconductor products."

Thorburn brings more than 20 years of semiconductor industry
experience with a background in strategy, finance, international
operations, IPOs, leverages, buyouts, divestitures, and
acquisitions. Prior to joining ZiLOG, Thorburn was a consultant
to the Texas Pacific Group, the current majority shareholder of
ZiLOG. He also served as Chief Operating Officer of ON
Semiconductor from June 1999 to March 2001. As COO of ON,
Thorburn led the company's transformation from a Motorola
division through a spinout and, ultimately, to a successful,
independent, public company. ON went public on NASDAQ in April
2000 and was the largest semiconductor buyout and IPO in Wall
Street history.

Prior to ON Semiconductor and TPG, Thorburn's career spanned 17
years at National Semiconductor where he served as Vice
President of Operations Finance. He holds an Honors degree in
Science and Economics from the University of Glasgow, Scotland,
and is a qualified, chartered accountant.

                    Burger Named President

Mike Burger, 43, was named President of ZiLOG and was elected to
ZiLOG's Board of Directors. In his new role, Burger will be
responsible for all product, engineering, marketing and sales
activities at the company. Prior to his current title, Burger
held positions at ZiLOG as Executive Vice President, and Senior
Vice President of Worldwide Sales and Marketing.

"Mike has played a critical role in the turnaround at ZiLOG,"
Thorburn said. "Mike's experience in the semiconductor industry
and strong customer relationships will be essential as ZiLOG
reinvigorates its core microcontroller and microprocessor
businesses.

Burger has more than 20 years of semiconductor experience with a
focus in sales and marketing of digital logic and analog
products. Prior to his current appointment, Mr. Burger was
Executive Vice President and General Manager responsible for the
company's four Business Units, the Software Development group,
the Tool Development group, and the entire selling organization.
He joined ZiLOG in December 1998 as Senior Vice President of
Worldwide Sales.

Before joining ZiLOG, Mr. Burger was Vice President and Managing
Director of National Semiconductor's Hong Kong-based Asia
Division. While at National, Mr. Burger created several Chinese
joint ventures aimed at penetrating the Chinese
Telecommunication marketplace. In addition, he restructured the
company's marketing approach from a product focus to an
application focus, giving the company a better understanding of
their customer systems and their applications. As a result, he
was responsible for propelling growth in the Taiwanese PC Market
place through joint product development programs with several
leading Taiwanese PC manufacturers. He also launched product
development for the Asian customer base.

Mr. Burger holds a Bachelor of Science degree in Electrical
Engineering from New Mexico State University. He is a graduate
of Stanford's Executive Management Program.

ZiLOG, Inc. designs, manufactures and markets semiconductors for
the communications and embedded control markets. Headquartered
in San Jose, Calif., ZiLOG employs approximately 750 people
worldwide. ZiLOG maintains design centers in San Jose, Calif.;
Ft. Worth, Texas; Nampa, Idaho; Seattle, Wash.; and Bangalore,
India; manufacturing in Nampa; and test operations in Manila,
Philippines.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity   Bid - Ask Weekly change
------               ------   --------   --------- -------------
Crown Cork & Seal     7.125%  due 2002  85.5 - 87.5     +1.5
Federal-Mogul         7.5%    due 2004    15 - 17       +2
Finova Group          7.5%    due 2009    41 - 42       +3.5
Freeport-McMoran      7.5%    due 2006    81 - 84       +1
Global Crossing Hldgs 9.5%    due 2009  3.75 - 4.75     +0.25
Globalstar            11.375% due 2004     7 - 9        +2
Lucent Technologies   6.45%   due 2029    63 - 65       -2
Polaroid Corporation  6.75%   due 2002     5 - 7        +1
Terra Industries      10.5%   due 2005    84 - 87        0
Westpoint Stevens     7.875%  due 2005    33 - 36        0
Xerox Corporation     8.0%    due 2027    55 - 57        0

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 its research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, 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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

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

                     *** End of Transmission ***