TCR_Public/020315.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 15, 2002, Vol. 6, No. 53

                          Headlines

ADVANTICA RESTAURANT: Senior Notes Exchange Offer Expires Today
AMERICAN AMMUNITION: Creditor Converts $125,000 Debt Into Stock
ANC RENTAL: Asks Court to Extend Exclusive Period to July 11
APPLIEDTHEORY: Restructuring Program Trims Workforce by 25%
ARCH COAL INC: Moody's Assigns Low-B Ratings on Industry Risks

ARCH WIRELESS: AMEX Delisting 10-7/8% Senior Discount Notes
ARCH WIRELESS: Massachusetts Court Approves Disclosure Statement
ARES LEVERAGED: Fitch Affirms Low-B Ratings on Class B & C Notes
BANYAN STRATEGIC: Kensington Discloses 13.36% Equity Stake
BURLINGTON: Seeks Approval to Pay $500K Break-Up Fee for Springs

CALPINE CORP: Enhances Liquidity With Closing of $1.6BB Facility
CALPINE CORP: Fitch Lowers Senior Unsecured Debt Rating To BB
CASUAL MALE: Inks Agreement to Sell Work 'N Gear to Sandy Point
CENTRAL EUROPEAN: Labrador Partners Reports 9.1% Equity Stake
CLARION TECHNOLOGIES: Begins Trading on OTCBB Effective March 13

CLASSIC COMMS: Cable Unit Negotiating to Amend DIP Facility
COAST HOTELS: S&P Assigns B Rating to Proposed $75 Million Notes
COMDISCO INC: Wants More Time to Remove Prepetition Lawsuits
COMMSCOPE INC: S&P Ups Ratings to BB+ Over Solid Performance
DYNASTY COMPONENTS: Gets CCAA Protection Extension to April 15

ENRON: Wind Debtors Wants to Honor & Pay Employee Obligations
EXODUS COMMS: Obtains Court Approval of Stipulation with Phoenix
FEATHERLITE INC: Q4 Sales Drop Adversely Impacts Liquidity
FEDERAL-MOGUL: Court Okays Rothschild as Debtors' Fin'l Advisors
FLEMING PACKAGING: Amends Credit Agreement to Rectify Defaults

FORMICA CORPORATION: Signs-Up Weil Gotshal as Bankruptcy Counsel
FRIEDE GOLDMAN: Will Reorganize Offshore and Marine Segments
FRUIT OF THE LOOM: Dissident Bondholders Solicit Plan Rejections
GLOBAL CROSSING: Committee Sets-Up Screening Wall Procedures
GLOBAL CROSSING: Appoints John B. McShane as General Counsel

GUILFORD MILLS: Files for Chapter 11 Reorganization in New York
GUILFORD MILLS: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: Gets Okay to Hire McKinsey as Management Experts
HORIZON PCS: Expects to Incur Negative Cash Flow from Operations
ICH CORP: Wins Nod to Maintain Existing Cash Management System

IMP INC: Wachovia Corporation Discloses 5.23% Equity Stake
IT GROUP: Committee Seeks Appointment of Chapter 11 Trustee
INTEGRATED HEALTH: Resolves Brownsville Lease Dispute
INTELLICORP INC: Wechsler & Company Owns 17 Million Shares
INT'L FIBERCOM: Committee Retains Gallagher & Kennedy as Counsel

KAISER ALUMINUM: Brings-In Heller Ehrman as Insurance Counsel
KMART CORP: Court Okays PricewaterhouseCoopers as Fin'l Advisors
LAIDLAW INC: Canadian Court Extends CCAA Protection to June 28
LERNOUT & HAUSPIE: Court Approves Cananwill Premium Finance Pact
LUCENT TECHNOLOGIES: May Not Achieve Cash Flow Break-Even in '02

LUCENT TECH: Fitch Affirms BB- Senior Credit Facility Rating
LUCENT TECHNOLOGIES: Fitch Rates $1.5BB Trust Preferred at B
LUCENT TECH: S&P Ratchets Corporate Credit Rating Down to B+
LUCENT TECH: S&P Junks Proposed $1.5BB Convertible Trust Debt
ML CBO III: S&P Slashes Class A Notes Rating to BB from A-

ML CBO VI: S&P Drops Class A Notes Rating to Junk Level
ML CBO VII: S&P Hatchets Class A Notes Rating to Junk Level
MCLEODUSA INC: Gets Okay to Hire Houlihan as Financial Advisors
NETIA HOLDINGS: Shareholders Approve Proposed Capital Increase
NEXTCARD: S&P Closely Monitoring Master Note Trust Deals

OCEAN POWER: Cornell Capital, et. al. Selling 14 Million Shares
PACIFIC GAS: Treatment of Claims Under Second Amended Joint Plan
PARTS.COM INC: Gets Extension of Notes Payable from 2 Investors
PHILIPS: May Delay Liquidation Plan Due to Kmart Leases Status
PHYCOR: Secures Nod to Engage Poorman-Douglas as Claims Agent

POLAROID: Gets Green-Light to Hire Groom Law as Special Counsel
POP N GO: Working Capital Deficit Tops $2.8MM at Sept. 30, 2001
PROXITY DIGITAL: Files Form 15 with Securities & Exchange Comm.
SEPRACOR INC: FDA May Not Approve Application for SOLTARA Brand
SERVICE MERCHANDISE: 7 Lessors Want Shorter Lease Decision Time

SIMON TRANS.: Bidder Intends to Preserve Current Operations
SUN COUNTRY: Wins Nod to Secure $1.5MM Loan from MN Airlines
TECSTAR: Secures Court Nod to Engage Reed Smith as Co-Counsel
TELSCAPE INT'L: Look for Schedules & Statements by April 1, 2002
TRANS ENERGY: Court Enters Permanent Injunction Against Company

USG CORP: Will Be Honoring $12 Million Environmental Obligations
W.R. GRACE: Asks Court to Fix August 1 General Claims Bar Date
W.R. GRACE: Sept. 30 Trial Date Set re Sealed Air Transaction
WESTERN INTEGRATED: Case Summary & Largest Unsecured Creditors
WINFIRST: Files for Chapter 11 Reorganization in Denver

*BOOK REVIEW: The Oil Business in Latin America: The Early Years

                          *********

ADVANTICA RESTAURANT: Senior Notes Exchange Offer Expires Today
---------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) announced that it
has extended to 5:00 p.m., New York City time, on March 15,
2002, its offer to exchange up to $204.1 million of registered
12.75% senior notes due 2007 to be jointly issued by Denny's
Holdings, Inc. and Advantica for up to $265.0 million of
Advantica's 11.25% senior notes due 2008, of which $529.6
million aggregate principal amount is currently outstanding. The
exchange offer was scheduled to expire at 5:00 p.m., New York
City time, on March 12, 2002. Except for the extension of the
expiration date, all other terms and provisions of the exchange
offer remain as set forth in the exchange offer prospectus
previously furnished to the holders of the Old Notes.

To date, an aggregate of approximately $56.3 million Old Notes
have been tendered for exchange.

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating over 2,300
moderately priced restaurants in the mid-scale dining segment.
Advantica owns and operates the Denny's, Coco's and Carrows
restaurant brands. FRD Acquisition Co., the parent company of
Coco's and Carrows and a wholly owned subsidiary of Advantica,
is classified as a discontinued operation for financial
reporting purposes and is currently under the protection of
Chapter 11 of the United States Bankruptcy Code effective as of
February 14, 2001. For further information on the Company,
including news releases, links to SEC filings and other
financial information, please visit Advantica's Web site at
http://www.advantica-dine.com

According to DebtTraders, Advantica Restaurant Group's 11.250%
bonds due 2008 (DINE08USR1) are being quoted at 73. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1
for real-time bond pricing.


AMERICAN AMMUNITION: Creditor Converts $125,000 Debt Into Stock
---------------------------------------------------------------
American Ammunition (OTCBB:AAMI) announce that a
creditor/shareholder converted an additional $125,000.00
indebtedness of the Company into shares of common stock of the
Company.

Debt of the Company has been reduced in the past six months by
approximately $500,000.00 by conversion of such indebtedness to
common stock in the Company. This restructuring reduces the
Company's debt and strengthens the Company's balance sheet
significantly. This also demonstrates commitment to the growth
and strengthening of the organization by such creditors.

During this same period, approximately $1,250,000.00 cash
investment has been directly invested in stock of the Company.

"These investments through debt conversion and cash infusion to
equity demonstrates the confidence in American Ammunition's
solid manufacturing base, demonstrates commitment to focus
efforts on the growth and strengthening on the organization long
term, and the tremendous growth potential for its new and
existing products", said Andres Fernandez, President of American
Ammunition.

American Ammunition is an autonomous manufacturer of ammunition,
with the technology and equipment to take advantage of the
growing market. It has an excellent reputation within the
industry. The ammunition industry has experienced a 28% average
increase in revenues annually between 1991 through 1998, and the
trend is expected to continue through the year 2005 and beyond.
For further product information, please call 1-305-835-7400 or
visit the Web site at: http://www.a-merc.com For Investor
Relations information, please call toll free: 1-800-288-7499 or
e-mail: info@dpmartin.com


ANC RENTAL: Asks Court to Extend Exclusive Period to July 11
------------------------------------------------------------
Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, urges the Court to extend the exclusive
periods within which ANC Rental Corporation and its debtor-
affiliates may propose and file a Chapter 11 plan and solicit
acceptances of that plan.  The Debtors ask that their Exclusive
Plan Filing Period be extended through July 11, 2002, and that
their Solicitation Period run through September 9, 2002, without
prejudice to the Debtors' right to seek further extensions and
without prejudice to Lehman Brothers' right to move for the
termination of the Exclusive Period before its expiration.

Ms. Fatell argues that the extension is warranted because the
Debtors' cases are large and complex.  She reminds the Court
that the Debtors' chapter 11 cases are one of the biggest
bankruptcies filed in 2001.  ANC Rental Corporation is a holding
company and the direct and indirect parent of each of the 45
Debtors, as well as the direct parent of a number of domestic
and foreign entities that are not Debtors, including several
special-purpose limited partnerships or corporations created in
connection with the pre-petition fleet financing.

Ms. Fatell tells the Court the Debtors have been focusing on
their business affairs, developing cost saving strategies,
developing a business reorganization strategy and implementing
their business strategy of consolidating Alamo and National
operations at airports and obtaining the vehicles critical to
the Debtors' business.  The Debtors thus have been making good
faith progress towards a restructuring and require more time to
pursue their objectives.

Ms. Fatell cites these accomplishments to prove the point:

A. Approximately 135 leases have been rejected and locations
     close, seven leases have been assumed and assigned to
     AutoNation, and approximately 60 additional Alamo leases
     have been closed at the expiration of their lease terms
     thus saving administrative costs for the estates;

B. The Alamo agreements at the Cincinnati Airport have been
     rejected while those of National have been assumed and
     assigned to ANC which is now operating at the said airport
     on a consolidated basis resulting in cost savings to the
     estates;

C. The Debtors have filed motions seeking to consolidate
     operations at ten other locations. The sales forces of for
     Alamo and National have been combined thereby reducing
     costs and improving sales strategy implementation;

D. The Debtors have undertaken a major project to consolidate
     the Alamo and National computer systems and are now working
     toward running both brands on one system at a significantly
     lower cost to the company;

E. The Debtors have rejected a number of marketing agreements
     including ABC Sports College Football Bowl Sponsorship,
     Walt Disney Golf Classic Sponsorship, NFL Promotional
     Rights Sponsorship and Buick Sweepstakes;

F. Agreements on financing arrangements with MBIA and Deutsche
     Bank for $1,750,000,000 have been reached thereby enabling
     the Debtors to acquire vehicles for their fleets;

G. The Debtors continue to toward obtaining the balance of the
     financing needed to meet peak fleet requirements;

H. Agreements have been reached with General Motors, Chrysler
     Corporation and Mitsubishi, among others, to provide
     vehicles to the Debtors for use in their fleet;

I. The Debtors are working on resolving certain contingent
     claims; and

J. The Debtors have engaged in discussions with their licensees
     to enter into new agreements and the debtors have hired
     professionals, including an investment banker to explore
     sale or restructuring options for the Debtors.

Apart from their ongoing restructuring activities, Ms. Fatell
submits that the Debtors need more time to formulate a Chapter
11 plan because of contingencies -- particularly the objections
by Hertz and Avis to the Debtors' attempts to consolidate
operations at various airport locations.  That dispute is over
an issue that is fundamental to the Debtors' reorganization
efforts.  If Hertz and Avis are successful in blocking
consolidation of the Debtors' brands at airports, it will be
extremely difficult to develop a plan and obtain long-term
financing.  In sum, Ms. Fatell argues, the Debtors must be given
additional time to gauge the potential effect the various
contingencies will have on the Debtors' business, explore
additional financing options and to meaningfully negotiate with
their creditors and to formulate a feasible plan.

Ms. Fatell assures the Court the Debtors have been timely in
paying post-petition obligations.

And since the Debtors have already made some progress, Ms.
Fatell warns that not extending the exclusive periods at this
juncture would seriously disrupt the Debtors' negotiations and
set back the plan process.

A hearing on this motion is set for March 20, 2002 and by
application of Local Rule 9006-2, the Debtors' exclusive period
automatically extends through the conclusion of that hearing.
(ANC Rental Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


APPLIEDTHEORY: Restructuring Program Trims Workforce by 25%
-----------------------------------------------------------
AppliedTheory (Nasdaq: ATHY), the Internet knowledge,
development and managed hosting partner for hundreds of large
corporations and government agencies, announced it has cut its
national workforce by approximately 25% as part of a
restructuring initiative to position the Internet industry
pioneer for profitability and long-term sustainability amid
continued negative market conditions.

The company reduced its national employee base by 114 and closed
several regional offices related to operating units that were
under-performing financially or not relevant to AppliedTheory's
managed hosting services and applications development customers.
AppliedTheory currently employs about 300 associates nationally.

Company officials said that negative market conditions make it
imperative for AppliedTheory to place increased emphasis on
protecting its current customer base and optimizing earnings
from its core managed hosting services and related applications
development business.  They added that the restructuring
initiative represents a pragmatic, decisive strategy to
successfully carry out AppliedTheory's business plan to achieve
profitability.

AppliedTheory will provide additional information and comment
during its scheduled conference call at 5 p.m. (EST) Thursday,
March 28, 2002, to discuss fourth quarter 2001 results.  For
details regarding the conference call, please refer to the
announcement found at http://www.appliedtheory.com

Industry pioneer AppliedTheory combines its unparalleled
knowledge base with the ability to build, integrate and manage
Internet business solutions in an increasingly complex online
economy. AppliedTheory's proactive responsiveness to changing
business requirements has earned the company a 95 percent
retention rate from customers that include AOL, America's Job
Bank and Ingersoll-Rand.  The company offers a comprehensive and
fully integrated suite of managed hosting, connectivity and
security services, providing one of the industry's most reliable
single sources for large enterprise Internet needs. The company,
at September 30, 2001, reported a working capital deficit of $19
million.

For additional information about the company, visit
http://www.appliedtheory.com


ARCH COAL INC: Moody's Assigns Low-B Ratings on Industry Risks
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Arch Coal, Inc.
and its subsidiary Arch Western Resources, LLC. The rating
actions are:

Arch Coal, Inc. -

     * Ba1 rating for the $350 million senior secured revolving
          facility,

     * Ba1 senior implied and Ba2 senior unsecured issuer
          ratings were affirmed.

Arch Western Resources, LLC -

     * Ba1 for the $150 million  senior secured term loan due
          2007,

     * Ba1 for the $525 million senior secured term loan due
          2008.

Outlook changed from positive to stable.

No rating downgrade is foreseen as this time since Arch Coal
will benefit in 2002 and 2003 from sales contracts it negotiated
last year.

Arch Coal's ratings mirrors the risks prevalent in mining
companies (adverse conditions, labor, safety and health issues)
and a near $550 million of balance sheet liabilities. However,
the company is supported by its relatively stable operating
profile and cash flow.

The Ba1 rating to AWR balances its $675 million debt against the
importance of the company's mines to its parent. AWR's mines and
reserves are considerable assets that will affirm Arch Coal's
longtime presence in the Coal industry. The company forecasts
that AWR will account for about two-thirds of consolidated
EBITDA within the next two years.

Arch Coal, Inc., with its base in St. Louis, produced 113
million tons of primarily low-sulfur steam coal in 2001.


ARCH WIRELESS: AMEX Delisting 10-7/8% Senior Discount Notes
-----------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: ARCHQ), a leading U. S.
wireless Internet messaging and mobile information provider,
announced that it has been notified by the American Stock
Exchange of the Exchange's intent to delist the company's
10-7/8% Senior Discount Notes (Amex: ARDIOCO8).

In its notice, AMEX said Arch's Senior Discount Notes no longer
met listing requirements due to the company's losses from
continuing operations in its five most recent fiscal years in
violation of Section 1003(a)(iii) of the American Stock Exchange
Company Guide.  The company does not believe the Notes will be
eligible to trade on another marketplace.

As previously announced, Arch Wireless, Inc. and its
subsidiaries filed Chapter 11 petitions with the U. S.
Bankruptcy Court for the District of Massachusetts (Western
Division) on December 6, 2001.  Under the filing, the company
and its subsidiaries continue to operate their business in the
ordinary course as debtors in possession.  Arch and its domestic
subsidiaries filed a Joint Plan of Reorganization with the court
on January 15, 2002 and filed the related Disclosure Statement
on January 18, 2002.  On March 11, 2002, Arch and its domestic
subsidiaries filed a First Amended Joint Plan of Reorganization
and related Disclosure Statement.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading two-way wireless Internet messaging and mobile
information company with operations throughout the United
States.  The company offers a full range of wireless services to
both business and retail customers, including wireless e- mail,
two-way wireless messaging and mobile data, and paging through
three regional divisions.  Arch provides wireless services to
customers in all 50 states, the District of Columbia, Puerto
Rico, Canada, Mexico and in the Caribbean.  Additional
information on Arch Wireless is available on the Internet at
http://www.arch.com

DebtTraders reports that Arch Communications Inc.'s 13.750%
bonds due 2008 (ARCH08USR1) (with Arch Wireless as the
underlying issuer) are trading between 0.25 and 1. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ARCH08USR1
for real-time bond pricing.


ARCH WIRELESS: Massachusetts Court Approves Disclosure Statement
----------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: ARCHQ), a leading U. S.
wireless Internet messaging and mobile information provider,
announced that the Disclosure Statement concerning its First
Amended Joint Plan of Reorganization has been approved by the
U.S. Bankruptcy Court for the District of Massachusetts (Western
Division).  Approval of the Disclosure Statement allows Arch to
begin soliciting the vote of the company's creditors for its
amended Plan.  As previously announced, the Plan has the support
of a majority of the company's secured creditors.

The Plan and Disclosure Statement, which reflect the terms of
the company's proposed financial restructuring, are scheduled to
be distributed from March 19, 2002 through March 22, 2002 to
Arch creditors who are eligible to vote.  The deadline for
voting on the Plan is 5:00 p.m., Eastern Time, on April 24,
2002.  The court has set May 8, 2002 as the hearing date to
consider confirmation of the Plan.

Arch Wireless, Inc. and its subsidiaries filed voluntary Chapter
11 petitions with court on December 6, 2001.  Under the filing,
the company and its subsidiaries continue to operate their
business in the ordinary course as debtors in possession.  Arch
and its domestic subsidiaries filed a Joint Plan of
Reorganization with the court on January 15, 2002 and filed the
related Disclosure Statement on January 18, 2002.  On March 13,
2002, Arch and its domestic subsidiaries filed a First Amended
Joint Plan of Reorganization and related Disclosure Statement.

Arch Wireless, Inc., headquartered in Westborough,
Massachusetts, is a leading two-way wireless Internet messaging
and mobile information company with operations throughout the
United States.  The company offers a full range of wireless
services to both business and retail customers, including
wireless e-mail, two-way wireless messaging and mobile data, and
paging through three regional divisions.  Arch provides wireless
services to customers in all 50 states, the District of
Columbia, Puerto Rico, Canada, Mexico and in the Caribbean.
Additional information on Arch Wireless is available on the
Internet at http://www.arch.com


ARES LEVERAGED: Fitch Affirms Low-B Ratings on Class B & C Notes
----------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Ares
Leveraged Investment Fund, L.P., a market value collateralized
debt obligation, and hereby removes the Class B and Class C
Notes from Rating Watch Negative. Fitch Ratings affirms the
ratings on the following liabilities:

  - Senior Secured Revolving Credit Facility affirmed at 'BBB';

  - Class A Senior Secured Notes affirmed at 'BBB';

  - Class B Senior Subordinate Notes affirmed at 'BB-';

  - Class C Subordinate Secured Notes affirmed at 'B'.

The Class B and Class C Notes have remained on Rating Watch
Negative since their initial downgrade on Oct. 9, 2001 due to
the uncertainty of the liquidity and price volatility of the
portfolio. The original rating action on Oct. 9, 2001 resulted
from a significant decline in the market value of the fund's
assets, which caused Ares to fail several of its quarterly
minimum net worth tests and over-collateralization tests. If the
failure of the fund's minimum net worth test continued uncured
for 30 business days, the failure would have caused an event of
default which could have ultimately forced the manager to
liquidate the portfolio. The failure of the minimum net worth
test was remedied on Oct. 25, 2001 through a limited waiver
agreed upon by the senior lenders and note-holders that waived
current and future compliance with the provisions of the minimum
net worth covenant, as well as the over-collateralization tests.
The limited waiver is rescindable at any time and for any reason
upon the request of the senior lenders.

While Fitch continues to be sensitive to the liquidity and price
volatility of the portfolio assets, the fund has benefited from
the stabilization of U.S. market prices since October 2001. The
fund has also repositioned itself into a relatively more liquid
portfolio. This is attributable to the successful sale of a
number of semi-liquid and illiquid positions. As a result, semi-
liquid and illiquid investments now represent approximately 25%
of the total portfolio value down from roughly 30% in October
2001. Based on the improved portfolio distribution, the relative
stabilization of the U.S. high-yield markets, and the successful
sale of several semi-liquid and illiquid investments, Fitch has
affirmed all of the rated liabilities issued by Ares.


BANYAN STRATEGIC: Kensington Discloses 13.36% Equity Stake
----------------------------------------------------------
Kensington Investment Group, Inc. beneficially owns 2,070,456
shares of the common stock of Banyan Strategic Realty Trust,
representing 13.36% of the outstanding common stock of the
Company.  Kensington has sole power to vote or to direct the
vote of the 2,070,456 shares, and sole power to dispose or to
direct the disposition of the 2,070,456 shares.

Banyan Strategic Realty Trust, a real estate investment trust
(REIT), had ownership interests in more than two dozen
industrial, office, and retail real estate properties throughout
the midwestern and southeastern US. The 3.5 million sq. ft.
portfolio included industrial complexes in Florida, Georgia,
Illinois, Kentucky, and Wisconsin; office sites in Alabama,
Florida, Georgia, Illinois, and Tennessee; and a retail center
in Atlanta. The REIT plans to liquidate its portfolio, conclude
its litigation against former president Leonard Levine, and
dissolve itself.


BURLINGTON: Seeks Approval to Pay $500K Break-Up Fee for Springs
----------------------------------------------------------------
If the proposed sale of its Bedding and Window Treatment
Business to Springs Industries, Inc. does not push through,
Burlington Industries, Inc., and its debtor-affiliates ask the
Court to approve payment of a break-up fee in the amount not to
exceed $500,000.

The Buyer Assets Purchase Agreement states that:

-- if Spring Industries is ready, willing and able to close the
   Sale of the Assets under the Agreement and the Debtors seek
   approval and close such transaction with another Qualified
   Bidder, then Spring Industries shall be entitled to receive
   the following upon the closing of such transaction:

     (i) a $500,000 break-up fee; and

    (ii) up to $500,000 in reasonable, actual, out-of-pocket
         expenses incurred in connection with negotiations, due
         diligence, participation in the Auction Process and the
         Auction as well as the Court-approval process relating
         to the Sale.

-- if as a result of the Auction, Spring Industries is the
   successful bidder at a price higher than the price stated in
   the original Buyer Assets Purchase Agreement, Springs
   Industries shall receive a credit against the final purchase
   price equal to the lesser of:

     (i) the amount of such excess; and,

    (ii) the sum of the break-up fee plus an amount equal to its
         actual out-of-pocket expenses but not exceeding
         $500,000. (Burlington Bankruptcy News, Issue No. 9;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


CALPINE CORP: Enhances Liquidity With Closing of $1.6BB Facility
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN), the leading independent power
company, announced that it has closed a new, $1.6-billion
secured credit facility.  This new facility provides Calpine
with capacity for combined cash borrowings and letters of
credit of up $2.0 billion.

The security for the new $1.6-billion credit facility and the
company's amended $400-million credit facility include Calpine's
interests in its natural gas properties, the Saltend power plant
in the United Kingdom and Calpine's equity investment in nine
U.S. power plants.  The proceeds of the borrowings under the
credit facilities will be used to finance Calpine's capital
expenditures and, subject to the limits of Calpine's existing
bond indentures, for other general corporate purposes.  The
credit facilities include:

    -- A new $1.0-billion and an amended $400-million revolving
credit facility, expiring on May 24, 2003, that together provide
$1.4 billion in borrowing and letters of credit capacity;

    -- A new two-year, $600-million term loan that will be
available upon satisfaction of certain conditions, which the
company expects to satisfy within the next 30 days.

"This substantially expanded facility is an important step in
our continuing program to strengthen Calpine's liquidity," said
Pete Cartwright, chairman and CEO of Calpine.  "We're committed
to building a substantial liquidity cushion, and we have made
significant progress towards this goal. We are in negotiations
on a wide range of additional opportunities to further enhance
our liquidity."

"Over the last six months, Calpine has raised over $6 billion.
This new facility demonstrates our ability to continue to raise
capital even in today's difficult financial and power markets,"
said Bob Kelly, president of Calpine Finance.  "Calpine remains
committed to restoring -- or attaining -- investment grade
ratings and to taking additional steps to enhance its
creditworthiness, including repaying debt."

The banks in the new credit facility are The Bank of Nova
Scotia, Citibank, Bank of America, Bayerische Landesbank
Girozentrale, Credit Suisse First Boston, Deutsche Bank, The
Toronto-Dominion Bank and ING Barings.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power, through plants it
develops, owns and operates, in 29 states in the United States,
three provinces in Canada and in the United Kingdom.  Calpine
also is the world's largest producer of renewable geothermal
energy, and it owns and markets 1.3 trillion cubic feet of
proved natural gas reserves in Canada and the United States.
The company was founded in 1984 and is publicly traded on the
New York Stock Exchange under the symbol CPN. For more
information about Calpine, visit its Web site at
http://www.calpine.com


CALPINE CORP: Fitch Lowers Senior Unsecured Debt Rating To BB
-------------------------------------------------------------
Fitch Ratings has lowered its rating on Calpine Corporation's
senior unsecured debt from 'BB+' to 'BB' and the rating on the
company's convertible trust preferred from 'BB-' to 'B'. The
Rating Watch Negative has been removed, and replaced by a Stable
Rating Outlook. This action follows Calpine's announcement that
it has pledged its U.S. and Canadian natural gas reserves,
United Kingdom Saltend power plant, and equity investment in
nine U.S. power plants to the financial institutions providing
$2 billion of funding, under a new secured debt financing
arrangement.

The rating downgrades reflect the following factors. The pledged
collateral will secure a total of $2 billion of term debt and
borrowing capacity that is structurally senior to Calpine's
unsecured debt. In addition, by pledging these assets, the
amount of asset protection available to unsecured bondholders
has been reduced. The value of the pledged assets is
significant. Management recently valued its natural gas reserves
at around $2.7 billion, and they had been considered a viable
source of near-term liquidity either through a direct sale or
reserve base financing.

Fitch notes that the transactions have some significant positive
implications for all Calpine creditors. By completing these
transactions, the company's near-term liquidity position has
improved and rating outlook stabilized. In particular, the new
loans and cash on hand will provide funds to pay off $685
million of zero-coupon convertible debentures due 2021, puttable
in April 2002, and satisfy working capital and construction
funding requirements for the remainder of 2002. While the debt
downgrades are deemed appropriate, based primarily on corporate
structural issues, Fitch does not see a reduction in Calpine's
overall ability to meet timely payments to creditors at this
time.

Calpine has for some time been working to bolster its cash and
liquidity positions, including seeking a new, expanded credit
facility. The company previously announced that it was in
discussions to arrange a $1 billion unsecured credit facility.
Instead, Calpine has entered into an amended $400 million and a
new $1 billion revolving credit facility, expiring on May 24,
2003, that together provide $1.4 billion in borrowing and
letters of credit capacity, and a new two-year $600 million term
loan, which will be available upon satisfaction of certain
assumptions, which Calpine expects to satisfy within 30 days.
These credit facilities are in addition to the $3.5 billion
construction revolvers used to fund the development and
construction of power generating facilities, of which $125
million is now available.

With regard to Calpine's construction program, the company
recently announced plans to moderate its construction and
capital funding plans. The revised plan calls for completion of
27 natural gas-fired energy plants under construction, totaling
15,200 megawatts, bringing capacity in service to 23,200 mw by
year end 2002, and to 26,300 mw by year-end 2003 (compared with
11,100 mw at December 31, 2001). The plan also calls for
deferring on a flexible basis 1,300 mw of capacity planned for
2003, plus all new projects after 2003 (estimated at 15,100 mw).
The company has also agreed with certain equipment vendors to
stretch out delivery dates, without substantial fees or
penalties to Calpine.

As of March 11, 2002, the company estimates sources of cash at
$5.16 billion against cash requirements of $4.62 billion for
calendar year 2002. The company said it continues to evaluate
opportunities to further enhance liquidity, including
initiatives involving its Calpine Energy Services group. These
may include joint ventures, outsourcing the marketing of certain
blocks of power and tolling arrangements. Fitch recently
reviewed CES's energy and trading unit in Houston and found its
risk management and control policies and business practices to
be prudent and consistent with the company's objective of
trading around its generating assets and hedging the returns on
assets in operation and under construction.

Calpine has secured multi-year contracts with load serving
entities, industrial customers and other wholesale
counterparties for approximately 70% of its portfolio in 2002.
With regard to contracts with the California Department of Water
Resources, recently the California Public Utility Commission
filed a complaint at the Federal Energy Regulatory Commission
asking the FERC to abrogate contracts between the DWR and energy
providers including Calpine. Fitch considers it very unlikely
that FERC will abrogate the contracts with Calpine, but will
continue to monitor this proceeding.

DebtTraders reports that Calpine Corp.'s 8.500% bonds due 2011
(CPN11USR1) are trading between 78 and 80. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN11USR1for
real-time bond pricing.


CASUAL MALE: Inks Agreement to Sell Work 'N Gear to Sandy Point
---------------------------------------------------------------
In connection with their ongoing cases under Chapter 11 of the
U.S. Bankruptcy Code, Casual Male Corp. and certain of its
debtor subsidiaries announced that it has entered into an Asset
Purchase Agreement to sell its Work 'n Gear business to Sandy
Point, LLC, an entity controlled by Anthony DiPaolo of
Greenwich, Connecticut. Pursuant to the Agreement, Casual Male
will sell substantially all of the operating assets of the Work
'n Gear business. The Agreement is subject to review and
approval by the United States Bankruptcy Court for the Southern
District of New York. Pursuant to bankruptcy procedures, the
consummation of the transactions contemplated by the Agreement
is subject to the receipt of higher and better bids at an
auction. The auction date and procedures are also subject to
bankruptcy court approval.

Under the terms of the Agreement, Sandy Point, LLC will acquire
the inventory, fixed assets, intellectual property and certain
other rights relating to the Work 'n Gear business. Under the
Agreement, Sandy Point has agreed to offer employment to all
retail field employees and no less than 70% of the headquarters
employees of the business. In addition, Casual Male has agreed
to provide transition services to Sandy Point for up to six
months following the closing of the transaction. Casual Male
expects to use the net proceeds from the transaction for the
repayment of debt.

Alan I. Weinstein, Chairman and Chief Executive Officer of
Casual Male Corp. commented, "The divestiture of Work 'n Gear is
an important part of Casual Male Corp.'s ongoing effort to
restructure its business under Chapter 11. The consummation of
this transaction will allow us to devote our full focus to
strengthening the national leadership position of our big and
tall businesses."

Mr. Weinstein continued, "While we will greatly miss our
associates who have been a part of our family for many years, we
believe that the new owner will bring added attention, new
vision and a high-level energy to this business. We look forward
to consummating this transaction through the bankruptcy process,
and to working with the buyer to effect a smooth closing and
transition."

Casual Male Corp. and its subsidiaries operate businesses
engaged in the retail sale of apparel. The Company operates over
470 on-going retail stores offering fashion, casual, dress
clothing and footwear to the big and tall man through its Casual
Male Premier, Casual Male Big & Tall and Casual Male Outlet
businesses. In addition, the Company sells a wide selection of
workwear, healthcare apparel and uniforms for industry and
service businesses through its Work ``n Gear subsidiary. The
Company's businesses offer their merchandise to customers
through diverse selling and marketing channels including retail
stores, catalog, direct selling workforces and e-commerce Web
sites.

Sandy Point LLC is owned by Anthony DiPaolo.  Mr. DiPaolo is a
seasoned work and outdoor footwear industry veteran with nearly
20 years in the business. He is the President and principal of a
$40 million revenue company employing 250 people in the
manufacture and distribution of a full line of work and outdoor
boots and shoes.


CENTRAL EUROPEAN: Labrador Partners Reports 9.1% Equity Stake
-------------------------------------------------------------
Labrador Partners L.P. beneficially owns 209,600 shares of the
common stock of Central European Media Enterprises, Inc. which
represents 9.1% of the outstanding common stock of Central
European Media Enterprises.  Labrador Partners shares both the
power to vote and/or dispose of the shares.  Farley Capital L.P.
beneficially owns 21,718 shares of the common stock of Central
European Media Enterprises, representing .9% of the outstanding
common stock of the Company.  Farley Capital also shares the
voting and dispositive power over the number of shares held by
the Limited Partnership.

C. Stephen L. Farley, as managing general partner of Labrador
Partners L.P., as managing general partner of Farley Capital
L.P., as trustee for certain trusts for the benefit of, and
otherwise for, individual accounts for members of his immediate
family is considered to beneficially own 231,318 shares of the
Company's common stock, which represents 10.0% of Central
European Media Enterprises' common stock.  He also shares voting
and dispositive power over the total 231,318 shares.

Central European Media Enterprises Ltd. (CME) is a TV
broadcasting company with leading stations located in Romania,
Slovenia, Slovakia and Ukraine. CME is traded on the Over the
Counter Bulletin Board under the ticker symbol "CETVF.OB". The
company, at September 30, 2001, reported an upside-down balance
sheet showing a total shareholders' equity deficit of about $115
million.


CLARION TECHNOLOGIES: Begins Trading on OTCBB Effective March 13
----------------------------------------------------------------
Clarion Technologies, Inc. (OTC Bulletin Board: CLAR) has
received notification from the Nasdaq Listing Qualifications
Panel that it has denied Clarion's request for continued listing
on the Nasdaq Small Cap Market.

Clarion's stock began trading on the Over-the-Counter Bulletin
Board effective March 13, 2002.  The OTC Bulletin Board is a
regulated quotation service that displays real-time quotes, last
sale prices, and volume information in over-the-counter equity
securities.  OTC Bulletin Board securities are traded by a
community of market makers that enter quotes and trade reports
through a highly sophisticated computer network.  Investors work
through a broker/dealer to trade OTC Bulletin Board Securities.
Information regarding the OTC Bulletin Board, including stock
quotations, can be found on the Internet at http://www.otcbb.com

Clarion's stock symbol will remain "CLAR" on the OTC Bulletin
Board. However, some Internet quotation services add an "OB" to
the end of the symbol and will use "CLAR.OB" for purpose of
providing stock quotes.

William Beckman, President of Clarion commented, "This decision
by NASDAQ has no effect on Clarion's operations.  Indeed, we
expect the dynamic turnaround Clarion is currently experiencing
to continue over the next several months.  It is our hope that
Clarion will once again be a NASDAQ listed company, but for now
the OTC Bulletin Board should satisfy all of our constituencies'
needs."

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


CLASSIC COMMS: Cable Unit Negotiating to Amend DIP Facility
-----------------------------------------------------------
Classic Communications, Inc. (OTC Bulletin Board: CLSCQ)
announced that its subsidiary, Classic Cable, Inc., is in
negotiations to amend its debtor-in-possession revolving credit
facility.

In late 2001, Classic Cable began marketing campaigns using
discount coupons.  These coupons were issued to Classic Cable's
customers to reward them for their loyalty, especially as a
result of Classic Cable's November bankruptcy filing and the
aggressive negative marketing that followed from certain
satellite providers and resellers.  As a result of the expenses
incurred by Classic Cable in connection with the issuance of
these coupons, Classic Cable is currently not in compliance with
certain covenants in its DIP credit facility, including the
covenant that requires it to maintain minimum earnings before
interest, taxes, depreciation and amortization (EBITDA).  The
non-compliance with these covenants constitutes an event of
default under this credit facility.

Classic Cable's obligations under the credit facility are
guaranteed by Classic Communications and Classic Cable's
subsidiaries and is secured by a lien on all of the assets of
Classic Cable, Classic Communications and Classic Cable's
subsidiaries.  Classic Cable is in the process of negotiating an
amendment to its DIP credit facility which will, among other
things, relax certain financial covenants under which it is
currently in default.  Classic expects to have the negotiations
concluded shortly.


COAST HOTELS: S&P Assigns B Rating to Proposed $75 Million Notes
----------------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to Coast Hotel
& Casinos Inc.'s proposed $75 million add-on to its existing
9.5% senior subordinated notes due 2009. At the same time
Standard & Poor's affirmed its corporate credit of BB- and
subordinated debt ratings on the company.

The ratings for Las Vegas, Nevada-based Coast Hotels & Casinos
reflect its good operating and development track record, its
growing cash flow base, and its solid market position in the Las
Vegas "locals" market.

Coast operates four casinos in the Las Vegas market, primarily
targeting local residents through such amenities as casual
restaurants, bingo parlors, bowling alleys, and movie theaters.
On Sept. 12, 2000, Coast opened The Suncoast Hotel and Casino
near Summerlin in the west end of the Las Vegas Valley. The
property was a solid performer in 2001, driving meaningful
revenue and cash flow growth for the company.

The Orleans (Tropicana Avenue) and The Gold Coast (Flamingo
Road), both of which are located west of the Las Vegas Strip,
continue to perform well, although added competition in the
locals market during 2001 (including from The Suncoast), and
some disruption associated with construction projects had a
modest negative affect on performance at The Orleans, and a more
significant impact to The Gold Coast. Standard & Poor's expects
performance at these properties to begin to stabilize in 2002
and to experience growth again in 2003.

The cash flow contribution from The Barbary Coast (Las Vegas
Strip) remains small. Performance in 2001 was affected by less
foot traffic on the Las Vegas Strip in the third and fourth
quarters. The Barbary has significant asset value due to its
central Strip location.

Despite significant capital spending at The Gold Coast and The
Orleans during 2001, credit measures remained in line with the
ratings. Total debt to EBITDA was in the low-to-mid 3 times area
at December 31, 2001, while EBITDA coverage of interest was in
the high 3x area. Ratios are adjusted for operating leases.

Although spending at The Gold Coast is largely complete, Coast
is investing significantly to expand The Orleans in 2002 and
possibly The Suncoast in the future. About 50% of 2002
expansion-related spending is expected to be financed with
additional debt. However, credit measures are expected to remain
in line with the ratings.

Standard & Poor's believes that the long-term prospects for the
Las Vegas locals market remain favorable. Las Vegas continues to
be one of the fastest-growing cities in the country, and zoning
restrictions limiting new casino development in residential
neighborhoods is expected to enhance the competitive edge of
established operators.

                       Outlook

Management has established a good operating track record with
its successful development of The Suncoast and The Orleans. The
ratings incorporate Coast's potential expansion plans over the
intermediate term and Standard & Poor's expectation that any
expansion-related construction disruption at The Orleans during
2002 will be modest.


COMDISCO INC: Wants More Time to Remove Prepetition Lawsuits
------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
approval of a third extension of their time to remove
prepetition lawsuits against the Company to the Northern
District of Illinois for continued litigation.

Specifically, the Debtors propose to extend the removal period
to and including:

  (a) August 8, 2002, or

  (b) 30 days after entry of an order terminating the automatic
      stay with respect to any particular action sought to be
      removed.

According to John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, in Chicago, Illinois, the Debtors require
additional time to determine which of the state court actions
they will remove.  Mr. Butler reminds the Court that the Debtors
are parties to numerous judicial and administrative proceedings
currently pending in various courts and involving a variety of
claims.

Mr. Butler asserts that the extension sought will afford the
Debtors sufficient opportunity to make fully informed decisions
concerning the possible removal of actions thus, in turn
protects the Debtors' valuable right to economically adjudicate
lawsuits. Moreover, Mr. Butler adds that the Debtors'
adversaries will not be prejudiced by such an extension because
such adversaries may not prosecute the actions absent relief
from the automatic stay. (Comdisco Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COMMSCOPE INC: S&P Ups Ratings to BB+ Over Solid Performance
------------------------------------------------------------
On March 8, 2002, Standard & Poor's corporate credit and raised
its convertible subordinated note ratings on CommScope Inc. to
'BB+' and removed them from CreditWatch where they were placed
on November 16, 2001. Outlook is stable.

Ratings on Hickory, North Carolina-based CommScope reflect its
industry leading position, solid credit measures for the rating
and well-established customer relationships. These factors are
more than offset by reliance on capital spending by major
domestic cable television system operators, uncertainty
associated with developing its fiber optic cable capabilities,
and challenges associated with establishing other lines of
business.

CommScope is the longstanding industry leader as a manufacturer
of coaxial cables for hybrid fiber-coaxial applications in the
cable television industry, with twice the sales of the next
largest supplier. In addition, rising deployment of HFC products
within the broadband infrastructure to facilitate services such
as Internet access and cable telephony should benefit CommScope
product lines that are well positioned for this technology
transition. Moreover, substantial sales are derived from
maintenance activities by cable system operators, providing
ratings support.

Still, CommScope's business prospects are reliant on the
consolidating cable television industry, where major customers
are likely to comprise a greater portion of sales. Also, efforts
to bolster its fiber optic cable capability through its OFS
BrightWave joint venture structure with Furukawa Electric Co. of
Japan are likely to present operational challenges exacerbated
by difficult market conditions in the near term. Concerns
associated with the development of the OFS Brightwave joint
venture over the intermediate term as well as other potential
strategic and financial actions are rating considerations.

Flat sales to cable operators and weak telecom end markets are
likely to pressure profitability in the near term. Operating
margins are likely to be toward the low end of CommScope's
historic 17%-20% range, despite management's rationalization
efforts. However, EBITDA coverage of interest is likely to
remain strong for the rating at more than 11 times. Slowing
demand and improved working capital management helped generate
nearly $160 million of operating cash flow in 2001. Standard &
Poor's expects cash flow generation to remain solid in 2002.
Some financial flexibility is provided by a $62 million cash
balance.

                      Outlook

Concerns associated with financial policy and management's
strategic actions to enhance CommScope's fiber optic capability
limit ratings over the intermediate term.


DYNASTY COMPONENTS: Gets CCAA Protection Extension to April 15
--------------------------------------------------------------
Dynasty Components Inc. (TSE:DCI) announced that the Company has
obtained a 30 day extension of its protection under the
Companies' Creditors Arrangement Act in order to continue its
restructuring process. The effect of the Order is to continue
the stay of proceedings in respect of claims existing against
the Company as at Friday, November 30, 2001 until Monday, April
15, 2002.

In December 2001, DCI embarked on a business strategy focused
entirely on the provision of specialized e-procurement and
logistics management services through its wholly-owned
subsidiary, Parts Logistics Management Corp. Acquired by DCI in
May 2001, PLM Corp. provides logistics solutions to Information
Technology outsourcing service providers to assist them in
managing the procurement, delivery and tracking of mission
critical IT parts, as well as parts disposition and logistics
management services to computer original equipment
manufacturers. The Company's logistics solution provides a
computerized and centralized system for managing the
procurement, delivery and tracking of IT spare parts. It offers
a complete logistics solution that keeps IT infrastructure
working at peak performance. The engine of the solution is its
proprietary Interactive Parts Ordering Systems software. DCI
trades on The Toronto Stock Exchange under the symbol "DCI". For
more information visit our Web site at
http://www.dcicorporate.com


ENRON: Wind Debtors Wants to Honor & Pay Employee Obligations
-------------------------------------------------------------
The Enron Wind Debtors -- Enron Wind Corp., Enron Wind Systems,
Inc., Enron Wind Energy Systems Corp., Enron Wind Maintenance
Corp., Enron Wind Constructors Corp., and EREC Subsidiary I,
LLC, EREC Subsidiary II, LLC, EREC Subsidiary III, LLC, EREC
Subsidiary IV, LLC, EREC Subsidiary V, LLC -- seek the Court's
authority to:

  (a) honor and pay in full the accrued and unpaid Compensation
      Obligations, Benefit Obligations, Vacation Obligations,
      Reimbursement Obligations, Administrative Obligations, and
      Independent Contractor Obligations due and owing to the
      employees of the Enron Wind Debtors, and

  (b) continue their plans, practices, programs and policies
      with respect to the foregoing as such plans, practices,
      programs and policies were in effect as of the Enron Wind
      Petition Date -- February 20, 2002.

The Debtors further request the Court to direct United
California Bank, at which the Enron Wind Debtors maintain their
payroll and disbursement accounts, to honor and pay all pre-
petition checks issued by and fund transfer requests from the
Enron Wind Debtors with respect to the Employee Obligations that
were not honored or paid as of the Enron Wind Petition Date.

In addition, the Debtors also seek authority to issue new post-
petition checks, or effect new fund transfer requests, with
respect to the Employee Obligations to replace any pre-petition
checks or fund transfer requests that may be dishonored or
denied.

                     Compensation Obligations

As of the Enron Wind Petition Date, Brian S. Rosen, Esq., at
Weil, Gotshal & Manges LLP, in New York, New York, relates that
the Enron Wind Companies employed approximately 633 full-time
and part-time employees in the United States, including
approximately 443 hourly wage employees and approximately 190
salaried employees.

According to Mr. Rosen, Enron Wind Corporation processes payroll
for the Enron Wind Companies in an aggregate amount of
approximately $36,000,000 on an annual basis. The regular
payroll periods for the employees of the Enron Wind Companies
range from bi-weekly (in the case of hourly wage employees) to
semi-monthly (in the case of salaried employees).  Mr. Rosen
relates that the payroll periods for substantially all of the
salaried employees ended on February 15, 2002, and was funded by
the Enron Wind Debtors on or about February 13, 2002.  "The next
payroll period for substantially all hourly wage employees ends
on February 22, 2002, and the next payroll period for
substantially all salaried employees ends on February 28, 2002,"
Mr. Rosen tells the Court.

Furthermore, Mr. Rosen relates, the Enron Wind Debtors are
required by law to withhold from their employees' pay all
applicable federal, state, and local income taxes, state
unemployment taxes, and social security and Medicare taxes and
to remit the Trust Fund Taxes to the appropriate taxing
authorities. In addition, Mr. Rosen continues, the Enron Wind
Debtors are required to match from their own funds the social
security and Medicare taxes, and pay, based on a percentage of
gross payroll, additional amounts for state and federal
unemployment insurance and to remit the Payroll Taxes to the
Taxing Authorities.

As of February 20, 2002, the Enron Wind Debtors owe
approximately $336,000 in Payroll Taxes.  At the same time, the
Enron Wind Debtors estimate that their obligations for the
immediately preceding payroll periods in respect of accrued and
unpaid wages, salaries, and Payroll Taxes, are approximately
$1,308,000.

                      Benefit Obligations

(A) Savings Plan Obligations

   In the ordinary course of their businesses, the Enron Wind
   Debtors sponsor and maintain tax-qualified defined
   contribution plans, which provide eligible employees with the
   opportunity to make pre-tax salary deferral contributions.
   Amounts contributed to the Savings Plans are later
   distributed to the eligible participants and their
   beneficiaries upon retirement or other separation from
   service. The Enron Wind Debtors previously provided certain
   matching contributions on a portion of employee pay deferred
   under the Savings Plans. There is a brief delay between:

    (a) the deduction of contributions from employees' paychecks
        and

    (b) the disbursement of these funds to the trustee for the
        Savings Plans.

   As of February 20, 2002, Enron Wind Corporation owes
   approximately $37,066 into a trust account to fund the
   Savings Plan Obligations.

(B) Employer Matching Obligations

   In the ordinary course of their businesses, the Enron Wind
   Debtors make cash payments in respect of 401(K) benefits.
   The Enron Wind Debtors match contributions made by employees
   at 50 cents per dollar up to 6% of the employee's salary. The
   Enron Wind Debtors estimate that, as of the Enron Wind
   Petition Date, they have accrued and unpaid obligations in
   respect of 401(K) benefits aggregating approximately $37,000.

(C) Health and Welfare Benefit Obligations

   The Enron Wind Debtors collectively sponsor several health
   and welfare benefit plans to provide benefits to employees,
   including medical and health, life insurance, accidental
   death and dismemberment, dental, short- and long-term
   disability.

   Benefits provided under the Health Benefit Plans are insured
   by the Enron Wind Debtors and are paid out of general
   corporate assets. The Enron Wind Debtors estimate that
   aggregate annual expenditures under the Health Benefit Plans
   for active employees are approximately $3,800,000. The Enron
   Wind Debtors estimate that, as of the Enron Wind Petition
   Date, the obligations to be paid on behalf of employees under
   the Health Benefit Plans aggregate approximately $360,000.

   Additionally, as requested or required by law, the Enron Wind
   Debtors make certain deductions from employee wages for
   flexible spending plans, charitable donations, and wage
   garnishments. As of February 15, 2002, the Enron Wind Debtors
   withheld approximately $9,320 from salaried employees, and as
   of February 22, 2002, the Enron Wind Debtors will withhold
   approximately $11,420 from bi-weekly employees. The Enron
   Wind Debtors request authorization to pay such amounts.

                      Vacation Obligations

Under the Debtors' vacation policy, Mr. Rosen says, employees
are generally eligible for three to five weeks of vacation per
year based on years of service.  According to Mr. Rosen,
employees are generally eligible to carry a certain portion of
unused vacation into the next year. "Unused vacation is
generally paid to employees only upon layoff or death," Mr.
Rosen explains.

As of the Enron Wind Petition Date, the Debtors estimate that
employees had accrued approximately $2,000,000 aggregate value
of vacation benefits.

                    Reimbursement Obligations

Mr. Rosen informs Judge Gonzalez that the Enron Wind Debtors
customarily reimburse their employees who incur a variety of
business expenses (such as travel expenses) in the ordinary
course of performing their duties on behalf of the Enron Wind
Debtors.  "The Enron Wind Debtors also reimburse employees for
certain tuition expenses under an educational assistance
policy," Mr. Rosen relates. In addition, Mr. Rosen says, the
Enron Wind Debtors customarily pay certain obligations directly
to third parties on behalf of their employees to the extent that
such obligations were business-related.  "Because the employees
and affected third parties do not always submit claims for
reimbursement immediately, it is difficult for the Enron Wind
Debtors to determine the amounts outstanding at any particular
time," Mr. Rosen explains.

The Enron Wind Debtors estimate that, as of the Enron Wind
Petition Date, their pre-petition Reimbursement Obligations
aggregate approximately $100,000.

                    Administrative Obligations

As is customary in companies of this size, Mr. Rosen tells the
Court that the Enron Wind Debtors utilize the services of
certain professionals and consultants in the ordinary course of
business in order to facilitate the administration and
maintenance of the Enron Wind Debtors' books and records with
respect to the Benefit Obligations.

The Enron Wind Debtors estimate that aggregate annual
Administrative Obligations are $50,000.  Mr. Rosen emphasizes
that payment of such amounts is critical to the Debtors' ongoing
operations.  Accordingly, the Enron Wind Debtors request
authority to honor and pay in full the accrued and unpaid
Administrative Obligations, $12,500.

                    Independent Contractors

To supplement their workforces, Mr. Rosen relates, the Enron
Wind Debtors utilize the services of independent contractors who
provide necessary services relating to the operation of the
Enron Wind Debtors' businesses.  Mr. Rosen asserts it would be
difficult, time-consuming and expensive to replace these
Independent Contractors due to their specialized skills,
training and knowledge of the Enron Wind Debtors' operations and
facilities.  "Although contract employees, these individuals
work closely with the Enron Wind Debtors' wage and salary
employees and are considered an important part of the team," Mr.
Rosen says.

The Enron Wind Debtors estimate that, as of the Enron Wind
Petition Date, their total accrued and unpaid pre-petition
obligations to the Independent Contractors are approximately
$30,000. (Enron Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXODUS COMMS: Obtains Court Approval of Stipulation with Phoenix
----------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates sought
and obtained Court approval of a stipulation with Phoenix
Leasing, Inc., resolving the parties' differences with regards
to equipment leased by the Debtors from Phoenix and which the
Debtors propose to include in the sale to Digital Island, Inc.

The terms of the stipulation are:

A. Subject to the terms and conditions of this Stipulation and
     of the Sale Order, Phoenix consents to the sale of the
     Phoenix Equipment pursuant to the Agreement free and clear
     of all claims, liens, and security and other interests of
     Phoenix therein.

B. On the Closing, the Debtors shall deposit the sum of
     $1,000,000.00 out of the Cash Consideration into a
     segregated, interest bearing deposit account with a
     federally-insured depositary institution approved to hold
     funds of a debtor's bankruptcy estate in the District of
     Delaware.

C. Upon the deposit of the Set-Aside Amount into the Set-Aside
     Account, Phoenix shall have a fully perfected security
     interest in such account in the same priority and to the
     same extent as the security interests of Phoenix in the
     Phoenix Equipment, and such security interest in such
     account shall be fully perfected without further act of any
     party, including without the necessity of the entry of
     Phoenix and the Debtors into a security agreement or a
     deposit account control agreement with respect thereto.

D. As soon as is deposit of the Set-Aside practicable after the
     Amount into the Set-Aside Account, Service shall notify
     counsel to Phoenix in writing of the name and location of
     the depositary and of the title and number of such account.

E. The Debtors shall not commingle in the Set-Aside Account with
     the Set-Aside Amount funds subject to the security
     interests or liens of any other party.

F. Phoenix and the Debtors shall attempt the 45 days following
     the Closing to agree on:

       a. the value, on a going concern basis, of the Phoenix
            Equipment as of the Petition Date; and

       b. the validity and priority of the security interests of
            Phoenix therein as of the Petition Date as valid and
            of first priority.

G. The Debtors shall as soon as practicable after the Closing
     notify counsel to Phoenix in writing of the date of the
     Closing.

H. If Phoenix and the Debtors are unable within the Attempted
     Resolution Period to agree on both the Equipment Value and
     the Security Interest Matters, either Phoenix or the
     Debtors may bring before the Court on regular notice a
     motion to determine the same to the extent there has been
     no agreement thereon.

I. As soon as is practicable after either the agreement of
     Phoenix and the Debtors on the Equipment Value and the
     Security Interest Matters or the entry of a Final Order of
     the Court determining such of those on which the Debtors
     and Phoenix had not been able to agree, the Debtors shall
     pay to Phoenix the lesser of:

     a. the Equipment Value determined as set forth above and

     b. the Set-Aside Amount to the extent that Phoenix had a
          valid, first priority security interest in the Phoenix
          Equipment as of the Petition Date by a federal funds
          wire transfer under such transfer instructions as
          Phoenix may give in writing to the Debtors' counsel.

J. The maximum amount of the secured claim of Phoenix against
     Service in respect of the Phoenix Lease and the Phoenix
     Equipment shall be $1,000,000.00. Any amounts due Phoenix
     by Service in respect of the Phoenix Lease and the Phoenix
     Equipment in excess of the lesser of the Equipment value
     determined as set forth above and Set-Aside Amount shall be
     an allowed unsecured claim of Phoenix against Service in
     the Case. (Exodus Bankruptcy News, Issue No. 15; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


FEATHERLITE INC: Q4 Sales Drop Adversely Impacts Liquidity
----------------------------------------------------------
Featherlite, Inc. (Nasdaq:FTHR) reported net losses of $4.9
million on sales of $39.1 million for the fourth quarter ended
December 31, 2001. This compares with losses of $11.0 million in
the fourth quarter of 2000, which included an $8.8 million asset
impairment charge. Revenues in the 4th quarter of $39.1 million
were down 30.1% from net sales of $56.1 million in the same
quarter last year.

"The tragic events of September 11 unfortunately had a
profoundly chilling effect on Featherlite 4th quarter results,
as we believe it did for many American manufacturers,"
Featherlite President and CEO Conrad Clement noted. "After
gaining solid sales momentum and posting turnaround profits in
the 3rd quarter ending September 30, Featherlite experienced a
sharp drop-off in sales as consumer confidence and the economy
tumbled in the last quarter of the year following the acts of
terror in New York and Washington. As a result of these
significant changes in economic conditions, the Company recorded
$2.5 million in write-downs of motorcoach inventory during the
quarter to facilitate the sale of non-current new and used
motorcoaches.

"However, we are again experiencing positive signs in the
initial stages of 2002. Our trailer backlog is increasing
significantly and coach sales are very active. With our
encouraging start in 2002 and aggressive measures in place to
promote sales, we are hopeful that sales will continue to
increase as national business conditions improve," Clement said.

The drop in Featherlite 4th quarter sales adversely impacted the
Company's overall liquidity and operating results for the year.
Featherlite moved aggressively in the quarter to deal with
reduced cash flow, including reducing management salaries,
freezing wage increases, and taking other steps necessary to
reduce cost. Fourth quarter sales price reductions and sales
promotions were implemented for the motorcoach inventory. Sales
promotions also were launched in the trailer division, to
stimulate sales and improve cash flow. As previously announced,
Featherlite is pursuing strategic financing alternatives through
an investment banking firm, including obtaining additional long-
term capital to finance the entire company or the possible sale
of the motorcoach division.

Featherlite has received proposals from two of its existing
lenders to continue the established credit facilities in 2002
and beyond. The Company expects these proposals to be finalized
and closed by April 30, 2002. These arrangements, if finalized,
would allow Featherlite to continue operations with its current
trailer and motorcoach divisions. Featherlite has infused
additional capital of $4.2 million, which includes $1.5 million
in subordinated debt and an income tax refund of $2.7 million
received in 2002.

For the year ended December 31, 2001, the Company reported a net
loss of $8.8 million on sales of $212.8 million. This compares
with a loss of $9.9 million in 2000 on sales of $242.5 million.
Losses in 2001 include restructuring charges of $4.5 million
related to the August closing of the Vogue motorcoach facility
in Pryor, Okla. Losses in 2000 included an asset impairment
charge of $8.8 million.

Cost containment initiatives implemented throughout the year
lowered sales and administrative expenses by 20% or $5.3
million. Sales and administrative expenses decreased to 10.3% of
sales, improving from 11.2% of sales in 2000. "As we go forward,
we will continue to sustain lower sales and administrative
expenses relative to revenues, improve our efficiencies, and
maintain an aggressive sales and marketing posture." Clement
noted.

"Featherlite continues to be a dominant brand and market leader
in both the specialty trailer and motorcoach segment. Despite
the adverse times, we believe we have gained market share in
both of these segments. We are hopeful that the changes we have
implemented in 2001, together with an improved economy, will
enable Featherlite to regain profitability and improve
shareholder value," he concluded.

Featherlite, Inc., (Nasdaq:FTHR) is a North American leader in
designing, manufacturing and marketing high quality aluminum
specialty trailers, transporters and luxury motorcoaches.
Featherlite has highly diversified product lines offering
hundreds of standard model and custom-designed trailers.
Featherlite's high-quality dealer network in the U.S. and Canada
is the most extensive in the trailer industry. The nation's
dominant trailer brand, Featherlite is the "Official Trailer" of
NASCAR, Championship Auto Racing Teams (CART), Indy Race League
(IRL), Automobile Racing Club of America (ARCA ReMax Series),
American Speed Association (ASA), World of Outlaws (W.O.O.) and
the National Hot Rod Association (NHRA). Featherlite is the
"Official Luxury Motorcoach" of NASCAR, IRL, and NHRA. The
company is also sponsor of numerous equine and livestock
organizations, including the Ohio All American Quarter Horse
Congress, the National Western Livestock Show, the National High
School Rodeo Association and the World's Toughest Rodeo.


FEDERAL-MOGUL: Court Okays Rothschild as Debtors' Fin'l Advisors
----------------------------------------------------------------
Federal-Mogul Corporation, and its debtor-affiliates obtained
Court approval and authority to employ Rothschild Inc., as their
financial advisor and investment banker in these chapter 11
cases.

As stated in the Debtors' motion, Rothschild will perform
services in connection with the formulation, analysis and
implementation of various options for a restructuring,
reorganization or other strategic alternative relating to the
Debtors. Thus, under the scope of its engagement, Rothschild
will:

A. to the extent deemed desirable by the Debtors, identify and
   initiate potential transactions or other transactions;

B. to the extent Rothschild deems necessary, appropriate and
   feasible, or as the Debtors may request, review and analyze
   the Debtors assets and the operating and financial
   strategies of the Debtors;

C. review and analyze the business plans and financial
   projections prepared by the Debtors, including testing
   assumptions and comparing those with historical company and
   industry trends;

D. evaluate the Debtors' debt capacity in light of its projected
   cash flows and assist in the determination of an appropriate
   capital structure for the Debtors;

E. assist the Debtors and their other professionals in reviewing
   the terms of any proposed transaction or other transaction,
   in responding thereto and in evaluating alternative
   proposals for a transaction or other transaction, whether in
   connection with a plan of reorganization or otherwise;

F. determine a range of values for the Debtors and any
   securities they may offer or propose in connection with a
   transaction or other transaction;

G. advise the Debtors on the risks and benefits of considering a
   transaction with respect to the Debtors' immediate and long-
   term business prospects and strategic alternatives to
   maximize the business enterprise value of the Debtors,
   whether pursuant to a plan or otherwise;

H. review and analyze any proposal the Debtors receive from
   third parties in connection with a transaction including any
   proposal for debtor in possession financing;

I. assist in the review of asbestos claims, any examination
   model for payments and funding scenarios;

J. assist or participate in negotiations with the parties in
   interest, including any current or prospective creditors of,
   holders of equity in, or claimants against the Debtors or
   their respective representatives in connection with a
   transaction;

K. advise and attend meetings of the Debtors Board of Directors,
   creditor groups, official constituencies, and other
   interested parties;

L. participate in hearings before this Court and provide
   relevant testimony with respect to the matters described
   herein and issues arising in connection with any proposed
   plan; and

M. render such other financial advisory services and investment
   banking services as may be agreed by Rothschild and the
   Debtors in connection with any of the foregoing;

As for compensation, the Debtors have agreed to these payments:

A. Retainer in an amount equal to twice the monthly fee to be
   applied against the fees and expenses of Rothschild under
   this agreement.

B. Cash advisory fee of $200,000 per month payable in advance on
   the first day of each month.

C. If Rothschild has assisted the Debtors in reviewing its
   strategic alternatives and the Debtors decides to pursue a
   course of action that does not involve a transaction and no
   completion fee is payable under this agreement, then the
   minimum monthly fees payable to Rothschild under this
   agreement shall be greater of (a) the aggregate monthly fees
   for the months which have elapsed from the date of agreement
   to termination or (b) $1,000,000.

D. Completion fee of $10,000,000 payable in cash upon
   confirmation and effectiveness of a plan or the substantial
   consummation of another transaction.

E. Merger & Acquisition Fee if (a) the Debtors sells or acquires
   assets or equity interests or any securities convertible
   into, or options, warrants or other rights to acquire such
   equity interests, which sale or acquisition does not
   constitute a transaction, and (b) Rothschild provides
   services in connection with such sale or acquisition,
   including any of the services contemplated under this
   agreement, which fee shall be payable in cash at the closing
   of any such sale or acquisition.

F. To the extent the Debtors require additional services not
   contemplated by this Agreement, such additional fees shall
   be mutually agreed upon by Rothschild and the Debtors in
   advance. (Federal-Mogul Bankruptcy News, Issue No. 12;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING PACKAGING: Amends Credit Agreement to Rectify Defaults
--------------------------------------------------------------
The Goldfarb Corporation (TSE:GDF.A) announced that its
subsidiary, Fleming Packaging Corporation, has entered into an
amendment with its lenders to rectify defaults announced last
month. The amending agreement restores the draw down on the
facility and brings it back into good standing.

In conjunction with the amendment, Fleming has undertaken to
engage a financial adviser to assist in ongoing efforts to
maximize shareholder value in Fleming. "Fleming has worked out
an acceptable position with its lenders," said Martin Goldfarb,
chairman of The Goldfarb Corporation, adding "management can now
put its full focus back on operating the business."

Fleming is one of The Goldfarb Corporation's two North American
businesses.

Fleming Packaging Corporation, a printing and packaging company
that produces high-quality labels and specialty packaging
components for wine, food, liquor and other consumer products.
As well, Fleming is a major distributor of equipment and
supplies for the winemaking industry. Fleming is also a leading
supplier of direct marketing stamps in the United States.
Manufacturing facilities are situated in Canada, Mexico and the
United States.


FORMICA CORPORATION: Signs-Up Weil Gotshal as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives Formica Corporation and its debtor-affiliates permission
to employ and retain Weil, Gotshal & Manges LLP as their
attorneys.

As the Company's bankruptcy attorneys, Weil Gotshal is expected
to:

     a) take all necessary or appropriate actions to protect and
        preserve the Debtors' estates, including the prosecution
        of actions on the Debtors' behalf, the defense of any
        actions commenced against the Debtors, the negotiation
        of disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

     b) prepare on behalf of the Debtors, as debtors in
        possession, all necessary or appropriate motions,
        applications, answers, orders, reports, and other papers
        in connection with the administration of the Debtors'
        estates;

     c) take all necessary or appropriate actions in connection
        with the negotiation and preparation of a plan of
        reorganization and a related disclosure statement and
        all related documents and such further actions as may be
        required in connection with the administration of the
        Debtors' estates; and

     d) perform all other necessary or appropriate legal
        services in connection with these chapter 11 cases.

The Debtors will pay for the firm's professional services at the
firm's normal and usual hourly rates.  Currently, the billing
rates of Weil Gotshal's professionals range between $120 (for
paralegals) and $700 per hour, depending upon the level of
seniority and expertise associated with the attorney or
paralegal rendering the services.

Formica, together with its debtor and non-debtor-affiliates is a
preeminent worldwide manufacturer and marketer of decorative
surfacing materials. The company filed for chapter 11 protection
on March 5, 2002.  Alan B. Miller, Esq., and Stephen Karotkin,
Esq., are the Weil Gotshal lawyers in charge of Formica's cases.
As of September 30, 2001, the Company reported a consolidated
assets of $858.8 million and liabilities of $816.5 million.


FRIEDE GOLDMAN: Will Reorganize Offshore and Marine Segments
------------------------------------------------------------
Friede Goldman Halter, Inc. (FGH) (OTCBB:FGHLQ) announced the
debtor's decision to file a joint plan to reorganize Friede
Goldman Offshore and Halter Marine, Inc., under Chapter 11 of
the Bankruptcy code. The Debtors and the Official Unsecured
Creditors Committee are supporting this reorganization.

The Restructuring Committee of the Board of Directors, after
extensive review of options, will pursue the internal
reorganization of the Offshore and Marine segments which is
believed to be in the best interests of all parties. Details of
the reorganization plan are being finalized and the
reorganization plan will be filed with the United States
Bankruptcy Court in the near future.

Jack Stone, Principal, Glass & Associates, Inc. and Chief
Restructuring Advisor to FGH, commented, "This stand alone
reorganization effort will result in the emergence of Friede
Goldman's Offshore and Marine business units from Chapter 11 and
allow the internal rehabilitation of the two companies to pursue
ongoing business interests unimpaired by the bankruptcy
processes as separate and distinct entities."

Friede Goldman Halter is a world leader in the design and
manufacture of equipment for the maritime and offshore energy
industries. Its operating units are Friede Goldman Offshore
(construction, upgrade and repair of drilling units, mobile
production units and offshore construction equipment), Halter
Marine (construction and repair of ocean-going vessels for
commercial and governmental markets), FGH Engineered Products
Group (design and manufacture of cranes, winches, mooring
systems and marine deck equipment), and Friede & Goldman Ltd.
(naval architecture and marine engineering).


FRUIT OF THE LOOM: Dissident Bondholders Solicit Plan Rejections
----------------------------------------------------------------
On February 15, 2002, James P. Seery, Senior Vice President of
Lehman Brothers; Robert Hockett, a Principal at DDJ Capital
Management; and Lorrie Landis, a Principal at Mariner
Investments, sent a letter to Fruit of the Loom's Class 4A
creditors.  Making their intentions very clear, the letter
begins, "DDJ Capital Management, LLC, Lehman Brothers Inc. and
Mariner Investment Group, Inc., the owners of approximately $160
million in principal amount of Fruit of the Loom, Inc.'s 8-7/8%
Notes, respectfully urge that all creditors vote to REJECT the
Amended Plan of Reorganization . . . proposed by Fruit of the
Loom that has recently been mailed to you."

The Dissident Bondholders reiterate that Fruit of the Loom
management claimed an asset value much higher, at the start of
these proceedings, than the $835,000,000 figure attached to the
Berkshire offer.  They are particularly suspicious of this
number because Fruit of the Loom managers have been making
claims about significant operational improvements and increased
cash flow.

The Dissident Bondholders write, "Warren Buffett, Berkshire
Hathaway's Chairman, is, of course, famous for his ability to
spot undervalued companies and purchase them at a substantial
discount. That appears to once again be the case here, as the
Fruit Plan, if approved, will permit Mr. Buffett's firm to
purchase Fruit of the Loom's assets for roughly half a billion
dollars less than their alleged value at the beginning of the
bankruptcy case, a time when Fruit of the Loom's business was
severely distressed."

The Dissident Bondholders repeat their belief that greater value
will be realized through a reorganization as opposed to the
current proposed asset sale.  They state that, "To date, Fruit's
management has successfully prevented other parties, including
the Bondholders, from filing an alternative chapter 11 plan of
reorganization that reflects what we believe to be the true
value of Fruit's business and that properly allocates value to
the unsecured creditors. Unless the Fruit Plan is rejected by
its creditors or not confirmed by the Bankruptcy Court, no such
alternative plan will ever see the light of day, and unsecured
creditors will have to settle for the estimated 10% recovery
offered under the Fruit Plan, leaving the substantial true value
of Fruit of the Loom to be realized by Berkshire Hathaway and
the secured creditors."

The letter reminds creditors that the Voting Agent must receive
all ballots by March 28, 2002.  Any creditors with questions are
encouraged to call Robert Hockett at (781) 253-8500. (Fruit of
the Loom Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLOBAL CROSSING: Committee Sets-Up Screening Wall Procedures
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of Global Crossing Ltd., and its debtor-affiliates
requests entry of an order determining that those Committee
members, acting in any capacity and engaged in the trading of
securities for others or for its own account as a regular part
of their business, will not violate their fiduciary duties as
Committee members by trading in the Debtors' debt or equity
securities or other claims or interests during the pendency of
the Debtors' chapter 11 cases, provided that any Securities
Trading Committee Member carrying out such trades establishes,
effectively implements and strictly adheres to the information
blocking policies and procedures that are approved by the Office
of the Untied States Trustee herein or that are otherwise
consistent with the respective Screening Walls established in In
re Iridium Operating LLC, et al., Case No. 99-B-45005(CB).

John P. Biedermann, Esq., at Brown Rudnick Berlack Israels LLP
in New York, states that based on its consultations with the
Office of the United States Trustee on this issue, Committee
counsel understands that the Screening Wall procedures
implemented in Iridium and the form declaration used therein
would be acceptable to the United States Trustee in these
proceedings. Committee counsel also anticipates continuing
discussions with the Untied States Trustee regarding the relief
sought in this Trading Order Motion, including as to the
specific trading issues of the Securities Trading Committee
Members.

Mr. Biedermann explains that the term "Screening Wall" refers to
a procedure established by an institution to isolate its trading
activities from its activities as a member of an official
committee of unsecured creditors in a chapter 11 bankruptcy
case. A Screening Wall includes such features as the employment
of different personnel to perform each function, physical
separation of the office and file space, procedures for locking
committee related files, separate telephone and facsimile lines
for each function, and special procedures for the delivery and
posting of telephone messages. Such procedures prevent the
Securities Trading Committee Member's trading personnel from use
or misuse of non-public information obtained by Securities
Trading Committee Member's personnel engaged in Committee-
related activities and also precludes Committee Personnel from
receiving inappropriate information regarding such Securities
Trading Committee Member's trading in Securities in advance of
such trades.

Mr. Biedermann claims that an emergency basis to hear this
motion exists because the numerous Securities Trading Committee
Members herein cannot now trade their positions in the Debtors'
Securities absent the relief in this motion. Although members of
the Committee owe fiduciary duties to the creditors of these
estates, the Securities Trading Committee Members also have
fiduciary duties to maximize returns to their respective clients
through trading securities. Thus, if a Securities Trading
Committee Member is barred from trading the Debtors' Securities
during the pendency of these Bankruptcy Cases because of its
duties to other creditors, it may risk the loss of a beneficial
investment opportunity for its clients and therefore may breach
the aforesaid fiduciary duty to such clients. Alternatively, if
a Securities Trading Committee Member resigns from the
Committee, Mr. Biedermann tells the Court that its interests may
be compromised by virtue of taking a less active role in the
reorganization process. Securities Trading Committee Members
should not be forced to choose between serving on the Committee
and risking the loss of beneficial investment opportunities or
foregoing service on the Committee and possibly compromising its
responsibilities by taking a less active role in the
reorganization process.

As evidence of its implementation of the procedures detailed
herein, Mr. Biedermann submits that any Committee member that
wishes to trade in the Debtors' Securities shall cause to be
filed with the Bankruptcy Court a declaration or affidavit of
each individual performing Committee Related activities in the
above-captioned chapter 11 bankruptcy cases on behalf of that
Committee member. That declaration or affidavit will state that
such individual shall comply with the terms and procedures
consistent with that set forth in this motion or otherwise
approved by the United State Trustee.

Mr. Biedermann contends that each of these orders provide that a
committee members does not violate its fiduciary duties as a
committee member by trading in the debtor's securities, so long
as it acts in accordance with certain information blocking
procedures approved by the Bankruptcy Court. The orders further
provide that the Bankruptcy Court may take appropriate action if
there is any actual breach of fiduciary duty because of a breach
of the information blocking procedures. The Screening Wall
procedures outlined herein parallel those protections
established in the Federated case and followed by subsequent
courts, including this Court in Iridium.

Moreover, Mr. Biedermann assures the Court that Committee
counsel consulted with the Office of the United States Trustee
concerning the contents of the Trading Order Motion, and the
United States Trustee's Office indicated that it does not object
to the substance of relief requested in this Application.
Committee counsel continue its dialogue with the United States
Trustee regarding the general relief sought in the Trading Order
Motion and the particular trading issues of each Securities
Trading Committee Member. (Global Crossing Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Appoints John B. McShane as General Counsel
------------------------------------------------------------
Global Crossing announced that John B. McShane has been named
general counsel.  Mr. McShane, who most recently served as vice
president and assistant general counsel for Global Crossing, is
responsible for directing all of Global Crossing's legal staff
and managing all related activities, including issues related to
the restructuring process, regulatory and reporting policies and
contracts and agreements.  He reports to John Legere, chief
executive officer of Global Crossing.

"During this critical time, it is essential to have a general
counsel who is intimately familiar with Global Crossing and has
the skill and experience to guide us through the restructuring
and turn-around of our business," said Mr. Legere.  "John has
been an extremely valuable member of the Global Crossing team.
I am confident he will make significant additional contributions
in his new role as we move toward becoming the world's most cost
efficient and globally competitive data communications service
provider."

Mr. McShane has 15 years of corporate legal experience with
publicly traded companies.  Prior to joining Global Crossing in
February 1999, Mr. McShane served as senior counsel for the
international law firms of Shearman & Sterling, Cadwalader
Wickersham & Taft, and Brown & Wood.  He began his legal career
as an associate at the international law firm of Simpson Thacher
& Bartlett in 1987.

A member of the New York State Bar and the Association of the
Bar of the City of New York, Mr. McShane holds a bachelor of
arts degree from St. John's College and a juris doctor degree,
cum laude, from Harvard Law School.

Mr. McShane replaces Rhett Brandon, who previously served as
Global Crossing's acting general counsel.  Mr. Brandon will
continue to provide corporate legal advice to Global Crossing in
his capacity as a partner with Simpson Thacher & Bartlett.

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, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.

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

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are trading between 4.25 and 5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for
real-time bond pricing.


GUILFORD MILLS: Files for Chapter 11 Reorganization in New York
---------------------------------------------------------------
Guilford Mills, Inc. (OTC Bulletin Board: GFDM) announced that
it, together with its domestic subsidiaries, filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.  As previously announced, the Company's
pre-arranged bankruptcy filing is being made to implement as
quickly as possible a debt restructuring on which the Company
and its senior lenders have already agreed in principle.  Under
the restructuring, the Company will cut its $270 million senior
indebtedness to approximately $145 million.

First Union National Bank has agreed to furnish the Company with
a debtor-in-possession (DIP) revolving credit facility that will
provide the Company with up to $30 million in financing during
the pendency of the reorganization proceeding.  The DIP facility
is subject to the approval of the Bankruptcy Court.  The Company
anticipates emerging from bankruptcy by early Summer.  The
Company does not expect any disruptions to its daily domestic
operations as a result of Wednesday's filing.

John A. Emrich, the Company's President and Chief Executive
Officer, said, "We are pleased to continue advancing toward our
goal of significant debt reduction.  A reorganization proceeding
represents an effective vehicle for de-leveraging the Company's
balance sheet, while allowing the Company to pay its unsecured
trade creditors in full and preserve a portion of the Company's
current equity.  By having already negotiated the major elements
of our restructuring plan with our senior lenders, we expect to
emerge expeditiously from Chapter 11.  The DIP facility will
provide liquidity during the pendency of the case."

Mr. Emrich added "The Company's automotive business remains a
critical supplier to the global automotive industry and the
agreement with our senior lenders on a financial restructuring
positions the Company to improve profitability.  It is
gratifying that the Company's senior lenders have expressed
confidence in our business plan by supporting the Company's
financial restructuring efforts."

Guilford Mills is an integrated designer and producer of value-
added fabrics using a broad range of technologies.  The Company
is one of the largest warp knitters in the world and is a leader
in technological advances in textiles, including microdenier
warp knits and wide width circular knits of cotton blended with
LYCRA(R).  Guilford Mills serves a diversified customer
base in the apparel, automotive and industrial markets.


GUILFORD MILLS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Guilford Mills, Inc.
             PO Box 26969
             Greensboro, NC 27419-6969
             aka Guilford Fabric

Bankruptcy Case No.: 02-40667

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Gold Mills, Inc.                           02-40669
     Gold Mills Farms, Inc.                     02-40668
     Mexican Industries of North Carolina, Inc. 02-40672
     Guilford Mills (Michigan), Inc.            02-40671
     GMI Computer Sales, Inc.                   02-40677
     GFD Services, Inc.                         02-40676
     GFD Fabrics, Inc.                          02-40675
     Hofmann Laces, Ltd.                        02-40666
     Raschel Fashions Interknitting, Ltd.       02-40673
     Curtains and Fabrics, Inc.                 02-40674
     Twin Rivers Textile & Finishing            02-40679
      (general partnership)
     Advisory Research Services, Inc.           02-40678
     Guilford Airmont, Inc.                     02-40670

Type of Business: Guilford, a publicly held company, is a
                  world-wide producer and seller of warp knit,
                  circular knit, flat-woven and woven velour
                  fabric. Guilford sells its finished fabrics
                  to customers who manufacture a broad range of
                  apparel, automotive, home fashions and
                  specialty products. Guilford also cuts and
                  sews fabrics into finished home fashions and
                  manufactures specialty yarns for both
                  internal uses and sale to customers.

Chapter 11 Petition Date: March 13, 2002

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Albert Togut, Esq.
                  Togut, Segal & Segal LLP
                  One Penn Plaza
                  Suite 3335
                  New York, New York 10119
                  (212) 594-5000
                  Fax : (212) 967-4258

Total Assets: $551,064,000

Total Debts: $409,555,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Unifi, Inc.                 Trade Creditor          $2,160,152
PO Box 75208
Charlotte, North Carolina
28275-0208
Phone: 336-316-5491
Fax: 336-316-5540

BASF Corp Fibers Division   Trade Creditor          $2,006,194
PO Box 360941
Pittsburgh, Philadelphia
15251-694
Phone: 800-645-9819
Fax: 704-423-2193

Foamex L.P.                Trade Creditor           $1,077,802
P.O. Box 7247-7991
Philadelphia, Philadelphia
19170-7991
Phone: 201-933-8540
Fax: 201-933-8332

Vita-Olympic Division       Trade Creditor            $809,981
PO Box 751178
Charlotte, North Carolina
28275
Phone: 336-378-9620
Fax: 336-273-8926

Du Pont Co                  Trade Creditor            $794,538
PO Box 198879
Atlanta, Georgia
30384-5579
Phone: 615-847-6256
Fax: 615-847-6174

Swift Spinning Mills        Trade Creditor            $416,624
PO Box 930373
Atlanta, Georgia 31193
Phone: 706-232-6303
Fax: 706-571-0059

M. Dohmen USA, Inc.        Trade Creditor             $375,648
PO Box 890189
Charlotte, North Carolina
28289
Phone: 864-676-1669
Fax: 864-676-0114

Fritz Companies, Inc.       Trade Creditor            $347,175
152-20 132nd Avenue, 2nd Floor
Jamaica, New York 11430
Phone: 718-481-4400
Fax: 718-481-7045

CP&L                        Trade Creditor            $347,175
PO Box 1299
Roxboro, North Carolina
27573
Phone: 919-508-5400
Fax: 919-508-5549

Pharr Yarns, Inc.           Trade Creditor            $241,779

RAB Partners                Trade Creditor            $231,531

Glen Raven Transport        Trade Creditor            $213,361

Bayer Corp. Fibers          Trade Creditor            $203,615

Parkdale Mills, Inc.        Trade Creditor            $191,448

CIBA Specialty Chemicals    Trade Creditor            $179,833

Shell Chemical Co.          Trade Creditor            $142,560

Stahl USA                   Trade Creditor            $131,565

Ostrow International Ltd.   Trade Creditor            $130,584

Tyco/Armin Plastics         Trade Creditor            $128,273

Brodnax Mills, Inc.         Trade Creditor            $125,716


HAYES LEMMERZ: Gets Okay to Hire McKinsey as Management Experts
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained Court approval to employ McKinsey as their management
consultant, nunc pro tunc to the Petition Date.  Specifically,
McKinsey will:

A. Provide services related to implementation of the operational
   improvements program at Sedalia and Huntington Facilities.

B. Analyze operational and strategic issues at Briston, Howell
   and Gainesville facilities and implement an operational
   improvements program thereto.

C. Analyze operational and strategic issues at other facilities
   as needed and requested by the Debtors and also implement
   an operational improvements program thereto.

D. Conduct on-the-job training programs with respect to the
   various objectives of the operational improvements program.

E. Continue support in connection with the formulation and
   finalization of business plans.

F. Provide services in connection with operationalizing the
   office of the turnaround.

G. Review of option for certain of the Debtors' non-Debtor joint
   ventures.

As compensation for its services, McKinsey shall be paid a flat
monthly fee of $1,500,000 plus reimbursement of out-of-pocket
expenses.  The firm has also been paid a retainer of $660,000
while approximately $2,300,000 was paid for services rendered
and out-of-pocket expenses incurred during pre-petition. (Hayes
Lemmerz Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HORIZON PCS: Expects to Incur Negative Cash Flow from Operations
----------------------------------------------------------------
Horizon PCS, Inc. is one of the largest Sprint PCS affiliates
based on its exclusive right to market  Sprint PCS products and
services to a total population of over 10.2 million people in
portions of twelve contiguous  states.  Its markets are located
between Sprint PCS' Chicago, New York and  Raleigh/Durham
markets and connect or are adjacent to 15 major Sprint PCS
markets that have a total population of over 59 million people.
As a Sprint PCS affiliate, the Company markets digital personal
communications services under the Sprint and Sprint PCS brand
names.  At December 31,  2001, Horizon managed approximately
194,100 Sprint PCS subscribers in its territory.

             Year Ended December 31, 2001, Compared
                to Year Ended December 31, 2000

Subscriber revenues for the year ended December 31, 2001, were
$77.7 million, compared to $17.7 million for the year ended
December 31, 2000, an increase of $60.0  million.  The growth in
subscriber revenues is primarily the result of the growth in
Horizon's customer base.  We managed approximately 194,100
customers at December 31, 2001, compared to approximately 66,400
at December  31, 2000.  The Company's customer base has grown
because it has launched additional markets and  increased its
sales force.  ARPU excluding roaming increased in 2001 to $56
from $51 in 2000,  primarily as a result of increased minutes of
use by Horizon's customers.  As its customers exceed  their
allotted plan minutes, they incur additional charges for their
usage.

Roaming revenues increased from $8.4 million during the year
ended December 31, 2000, to $38.5 million for the year ended
December 31, 2001, an increase of $30.1 million. ARPU including
roaming increased from $75 to $83 for the year ended December
31, 2000, and December 31, 2001, respectively. This increase
primarily resulted from the continued build-out of Horizon's
network, including highways covering northwest Ohio, northern
Indiana and Pennsylvania.

On April 27, 2001, Sprint PCS and its affiliates announced an
agreement on a new Sprint PCS roaming rate; the receivable and
payable roaming rate decreased from $0.20 per minute to $0.15
per minute  effective June 1, 2001, and decreased further to
$0.12 per minute effective October 1, 2001.  The Sprint PCS
roaming rate will be changed to approximately $0.10 in 2002.
After 2002, the rate will be changed to "a fair and reasonable
return," which has not yet been determined. This decrease in the
rate will reduce Horizon's revenue and expense per minute, but
the Company anticipates this rate  reduction will be offset by
volume increases from the continued build-out of its network and
subscriber growth, resulting in greater overall roaming revenue
and expense in the future.

Equipment revenues consist of handsets and accessories sold to
customers through its stores and  through its direct sales
force. Equipment revenues for the year ended December 31, 2001,
were $7.1  million, compared to $3.1 million for the year ended
December 31, 2000, representing an increase of $4.0 million. The
increase in equipment revenues is the result of an increase in
the number of handsets sold by Company stores and its direct
sales force, somewhat offset by a lower sales price per unit.

Horizon's loss on continuing operations for the year ended
December 31, 2001, was $113.5 million compared to $40.2 million
for the year ended December 31, 2000.  The increase in loss
reflects the continued expenses related to launching markets and
building customer base.  The Company expects to incur
significant operating losses and to generate significant
negative cash flow from operating activities while it continues
to construct its network and increase its customer base.

At December 31, 2001, the Company had cash and cash equivalents
of $123.8 million and working capital of $117.0  million.  At
December 31, 2000, it had cash and cash equivalents of $191.4
million and working capital of $162.4  million.  The decrease in
cash and cash equivalents of $67.6 million is primarily
attributable to funding its loss from continuing operations of
$113.5 million (this loss includes certain non-cash charges) and
funding its capital expenditures of $116.6 million during 2001.

Net cash used in operating activities for the year ended
December 31, 2001, was $72.9  million.  This reflects the
continuing use of cash for operations to build customer  base,
including but not limited to providing service in its markets
and the costs of acquiring new customers.  For the years ended
December 31, 2001 and 2000, its cost per gross additional
customer was approximately $339 and $373,  respectively.  The
net loss of $113.5 million was partially offset by increases to
depreciation and other non-cash charges.

The company provides Sprint PCS digital wireless phone service
to more than 146,000 customers in 12 states. One of the largest
Sprint PCS affiliates, Horizon is building out its networks,
which use code division multiple access technology. The company
was formed in 2000, but it's been operating since 1996 as part
of Horizon Telecom (a phone company with a history dating back
to 1895). Horizon PCS serves customers in Indiana, Kentucky,
Maryland, Michigan, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Tennessee, Virginia, and West Virginia. The
company uses Sprint's pricing plans and national distribution
channels. At September 30, 2001, the company's total
shareholders' equity deficit topped $71 million.


ICH CORP: Wins Nod to Maintain Existing Cash Management System
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the motion of ICH Corporation and its debtor-affiliates
to maintain existing bank accounts and business forms and to
continue use of centralized cash management system.

Before filing for creditors' protection, the Debtors, in the
ordinary course of their businesses, maintained hundreds of bank
accounts that they routinely deposit and withdraw funds by check
and wire transfers.

The Debtors assert that their transition to chapter 11 will be
smoother and more orderly, with a minimum disruption and harm to
their collection efforts, if their prepetition Bank Accounts are
continued post-petition with the same account numbers.

The Debtors' told the Court that their cash management system
has been employed for a number of years and constitutes an
essential business practice. The cash management system provides
the Debtors with significant benefits like:

     i) the ability to control corporate funds;

    ii) ensure the maximum availability of funds when necessary;
        and

   iii) reduce borrowing costs and administrative expenses by
        facilitating the movement of funds and the development
        of more timely and accurate account balance information.

To preserve banking continuity and avoiding the considerable
disruption and delay to the Debtors' daily business operations
and upon considering that maintaining such accounts would be
beneficial to the estates and their creditors and for the
effective restructuring of the Debtors' business, the Court
grants the request.

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.


IMP INC: Wachovia Corporation Discloses 5.23% Equity Stake
----------------------------------------------------------
Wachovia Corporation has filed an ownership statement with the
SEC on behalf of its subsidiaries, reporting the ownership of
41,771,174 shares of the common stock of IMP, Inc.  The relevant
subsidiaries are First Union Securities, Inc. (IA), Evergreen
Investment Management Company (IA), First Union National Bank
(BK), Delaware Trust Capital Management, Inc. (BK), First Union
Trust Company, National Association (BK), Wachovia Bank, N.A.
(BK) and Offitbank (BK).  First Union Securities, Inc. and
Evergreen Investment Management Company are investment advisors
for mutual funds and other clients; the securities reported by
these subsidiaries are beneficially owned by such mutual funds
or other clients.  The other Wachovia entities listed above hold
the securities reported in a fiduciary capacity for their
respective customers.

The percent of the class represented by the 41,771,174 shares is
5.23%.  The beneficial owners hold the power to vote or to
direct the vote of 41,457,895 shares, shared power to vote or to
direct the vote of 32,529 shares, sole power to dispose or to
direct the disposition of 1,547,950 shares, and shared power to
dispose or to direct the disposition of 367,678 shares.

About 80% of the company's sales come from its silicon wafer
foundry services, through which it makes integrated circuits
(ICs) for customers such as International Rectifier (30% of
sales) and National Semiconductor (15%). IMP also makes its own
analog and mixed-signal microchips. The company makes data
communications ICs (including small computer system interface --
SCSI -- terminators) and power management ICs (including voltage
regulators and lamp drivers) for communications, computer, and
systems control applications. More than four-fifths of sales are
to US customers. India-based Teamasia Semiconductor owns more
than 60% of IMP. At September 30, 2001, the company's total
current liabilities exceeded its total current assets by about
$200,000.


IT GROUP: Committee Seeks Appointment of Chapter 11 Trustee
-----------------------------------------------------------
The Official Committee of Unsecured Creditors, in the chapter 11
cases of The IT Group, Inc., and its debtor-affiliates, asks the
Court to:

    A. direct the immediate appointment of a chapter 11 trustee
       pursuant to sections 1104(a); and

    B. direct the immediate appointment of an examiner with
       expanded powers on an interim basis pursuant to sections
       1104(c) and 105 of the Bankruptcy Code.

Eric M. Sutty, Esq., at The Bayard Firm, P.A., in Wilmington,
Delaware, explains that a chapter 11 trustee is needed in these
cases if there is to be any hope of achieving chapter 11's
principal goal: rehabilitation of an ailing business and the
maximization of creditor recoveries. The Debtors filed chapter
11 petition without the intention of rehabilitating their
business or taking actions that would be necessary to maximize
value. The Committee's investigation of the Debtors' affairs,
which has been slow-going as a consequence of the Debtor's near-
complete lack of cooperation, has yielded numerous disturbing
facts that establish the futility of proceeding without a
trustee, namely:

A. The Debtors are presently run by an unqualified part-time CEO
     installed to serve as an interim placeholder shortly before
     the chapter 11 filing;

B. The Debtors have not implemented any meaningful cost-cutting
     measures to ease liquidity concerns;

C. Since the commencement of these chapter 11 cases, the Debtors
     have not taken any action to retain or acquire business
     opportunities that could facilitate a turnaround of the
     Debtors' financial results and contribute to the
     maximization of enterprise value;

D. Instead, the Debtors appear to be operating on autopilot
     toward the consummation of the Shaw Transaction that does
     little more than lock in value at the lowest possible
     level;

E. The law firm that participated in the IT Group Board meetings
     where the Shaw Transaction was considered and that the
     Debtors propose to retain as counsel on "corporate and
     securities matters" is the same law firm that is purporting
     to represent Shaw in connection with the Shaw transaction;

F. The Debtors' proposed investment banker with respect to the
     Shaw deal, who is also currently representing an
     undisclosed competitor of the Debtors in its efforts to
     dispose of its assets, is Shaw's investment banker; and,

G. The Committee's efforts to aggressively pursue other
     alternatives that may provide materially higher creditor
     recoveries have been met with no cooperation or support
     from the Debtors.

Mr. Sutty claims that such findings by the Committee in just a
few short weeks are troubling and undermine the fairness of the
Shaw deal to the Debtors' unsecured creditors who will be left
with little or no recoveries if this fire dale to Shaw is
approved. At most, the Shaw transaction is for $105,000,000 plus
certain assumed liabilities. By comparison, the Committee's
financial advisor, Chanin Capital Partners, estimates the
Debtors' enterprise value to be $400,000,000 at the low end to
$980,000,000 at the high end, which is in all cases a fraction
of the consideration provided in the proposed transaction with
Shaw, applying a valuation matrix utilizing current public
comparatives for EBITDA multiples.  Mr. Sutty believes that the
appointment of a chapter 11 trustee will remove the stranglehold
placed on the Debtors by the Shaw Transaction as quickly as
possible, having been given marching orders by the Debtors'
prepetition senior lenders to liquidate and cash out at any
price.

In the absence of a chapter 11 trustee and recognizing the
exigencies of these chapter 11 cases, Mr. Sutty tells the Court
that the Committee seeks the interim appointment of an examiner
with expanded powers who can assist the committee in developing
a going-concern business plan with appropriate cost-cutting and
revenue-enhancing measures, and obtaining the financing needs to
proceed towards a going-concern reorganization.

The scope of the examiner's powers should include:

A. Investigation of the assets, liabilities and financial and
     operational affairs of the Debtors;

B. Development of one or more plans for the Debtors' business,
     which may be interim or long term or both;

C. Consulting with and reporting to the Committee regarding the
     examiner's findings;

D. Making recommendations regarding cost-cutting and revenue
     enhancement; and

E. Exploring and negotiating with potential lenders regarding
     DIP financing.

Mr. Sutty submits that a chapter 11 trustee, coupled with the
immediate appointment of an examiner with expanded powers on an
interim basis, is required to jump-start efforts to explore
reorganization as a viable alternative to the Shaw Transaction.
Only through such appointees can creditors of the Debtors' be
assured that the goals of chapter 11 are being fulfilled and
maximum value for the Debtors' assets are realized. (IT Group
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTEGRATED HEALTH: Resolves Brownsville Lease Dispute
-----------------------------------------------------
Pursuant to Secs. 105(a), 363(b), 1107 and 1108 of the
Bankruptcy Code and Rule 9019 of the Bankruptcy Rules,
Integrated Health Services, Inc., and its debtor-affiliates,
including IHS Acquisition No. 151, Inc. and IHS Acquisition No.
162, Inc. move the Court, for entry of an order:

(1) declaring that IHS 151 was and is the assignee of the
    purchaser's right under the Contract for the sale by Village
    Associates of the Premises located in Brownsville, Cameron
    County, Texas, thus resolving an adversary proceeding
    brought by Village Associates against IHS, Horizon/CMS
    Healthcare Corporation, IHS 151 and IHS 162, to obtain a
    declaratory judgment about whether Horizon or IHS 151 held
    the ultimate right to purchase the Premises;

(2) authorizing IHS 151, as assignee of Texas Health
    Enterprises, Inc. (THE)to assign and transfer its right
    under the Contract to purchase the Premises to Omega
    Healthcare Investors, Inc.;

(3) upon the purchase of the Premises by Omega, authorizing IHS
    151 to contemporaneously enter into a lease as tenant with
    Omega, as Landlord, for the Premises and the operation of
    the healthcare facilities located there.

In 1992, Village Associates, as fee owner and lessor, entered
into a lease with THE, as tenant, for real property which was
then improved with a 120 bed single skilled nursing care
facility (the Premises, then known as The Village at Valley Inn,
for a period expiring on March 31, 2002 with no right of
extension. It is presently known as "IHS of Brownsville" with a
street address of 420 E. Ruben M. Torres Blvd., and is operated
by IHS 151. Subsequently, the facility was expanded and there is
currently also located upon the Premises an adjacent, contiguous
assisted living facility, with 94 beds, known as "IHS at the
Meadows," operated by IHS 162. The Facilities are profitable,
showing a projected collective annual EBITDA of $921,452.

The same parties also entered into a Contract for the sale by
Village Associates of the Premises to THE on the last day of the
term of the Lease (March 31, 2002) for a stated sale price of
$3,335,000.

In 1994, THE assigned both the Lease and the Sale Contract to
Horizon. Village Associates consented to this transaction.

In November 1997, Horizon assigned certain assets to IHS, which
included Horizon's rights as tenant under the Lease. In December
1997, Village Associates consented to the assignment of
Horizon's rights under the Lease to IHS162, but when the
transaction closed on December 31, 1997, the ultimate assignee
of Horizon's rights under the Lease was IHS 151.

For reasons which are unclear, Horizon did not separately assign
its right to purchase the Premises under the Contract to IHS
151, or specifically refer to the Contract Integrated Health
Services he Assignment Agreement. By reason of this omission, it
was not clear to Village Associates whether Horizon or IHS 151
held the ultimate right to purchase the Premises. Therefore,
Village Associates commenced the Adversary Proceeding for a
declaratory judgment as to whether Horizon or IHS 151 had the
right to purchase under the Contract.

Horizon subsequently confirmed and agreed that the Assignment
Agreement included Horizon's rights under the Contract, and that
IHS 151, and not Horizon, may exercise the right to purchase the
Premises under the Contract.

The Debtors have concluded that the facilities currently located
at the Premises are and can be expected to generate a positive
EBITDA. However, considering the limited resources that they
have, the Debtors have proposed that Omega, with whom they have
several mortgaged and leased properties and facilities, exercise
IHS 151's right to purchase the Premises and lease it to IHS
151.

The purchase price to be paid by Omega is $3,335,000.

The proposed Lease between IHS and Omega provides for annual
rent of $366,850 for an initial term of one year. Assuming
extensions of initial term and agreed renewal terms, the annual
rent will be increased in an amount equal to the lesser of the
Consumer Price Index or 25% of the annual rent for the preceding
year. At each renewal, annual base rent will be adjusted for the
cumulative change in the CPI over the prior lease term. The
Lease will be a "net" lease.

The Debtors believe it is sound business judgment to preserve
and assign to Omega its right to acquire the Premises under the
Contract, considering that the Premises are the site of two
profitable facilities with a projected combined EBITDA of over
$900,000.

              JWB Development Corporation Objects

JWB tells the Court that, following discussions on the subject
with Debtors' management and counsel for the Committee, JWB
conveyed a written offer to the Debtors to purchase IHS 151's
interest in the Premises, including its rights under the
Contract, for $1 million in cash. JWB believes that this offer
is fair and reasonable and will result in more value being
realized by the Debtors for the premises than the transaction
described in the motion. However, the Debtors have not responded
to JWB's offer.

JWB points out that the Debtors propose to assign its right
under the Contract to Omega without any consideration for the
transfer other than Omega's agreement to enter into a new one-
year lease for the Premises, but the motion is silent as to any
efforts by the Debtors to determine whether any other entity
would be willing to make a higher or better offer for IHS 151's
rights under the Contract, or if there is an alternative
transaction that would be of greater benefit to the estate.
(Integrated Health Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTELLICORP INC: Wechsler & Company Owns 17 Million Shares
----------------------------------------------------------
Wechsler & Co., Inc., a New York corporation, which is engaged
in its principal business as a broker-dealer, has filed a
beneficial ownership statement with the SEC showing ownership of
17,024,480 shares, (including 524,032 shares issuable upon
exercise of stock options), of IntelliCorp, Inc.  The Chairman
and sole stockholder of Wechsler & Co., Inc. is also the
Chairman of the Board of IntelliCorp, and is accordingly,
considered the beneficial owner of securities beneficially owed
by Wechsler & Co., Inc., and has filed a Schedule 13D to report
such ownership.

Wechsler & Co. holds sole power to vote, or to dispose of, the
entire number of shares held.  The purchase price paid for
12,987,013 shares acquired was $2,000,000 and came from the
working capital of Wechsler & Co.

Wechsler & Co.acquired the shares of common stock in the
ordinary course of business for investment purposes in support
of IntelliCorp's cash and equity requirements.   In connection
with the acquisition Wechsler & Co. has executed an agreement
which provides, subject to shareholder approval, payment by
IntelliCorp of $3.75 million of its notes, plus accrued interest
with shares of its common stock at $.154 per share.

IntelliCorp is a leading solutions and services firm focused on
the implementation of Sales Side B2B, B2C and B2R solutions
requiring extensive technical integration and business process
expertise. At December 31, 2001, Intellicorp reported a total
shareholders' equity deficit of about $4 million.


INT'L FIBERCOM: Committee Retains Gallagher & Kennedy as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of International
Fibercom and its debtor-affiliates seeks permission to retain
the legal services of Gallagher & Kennedy, P.A. as their counsel
in the Company's chapter 11 cases.

G&K lawyers have extensive experience in bankruptcy and
creditor's rights. The firm is familiar with practice in the
United States Bankruptcy Court for the District of Arizona and
is qualified to represent the Committee.

Specifically, G&K will:

      i) assist, advise and represent the Committee and its
         constituencies in connection with the administration of
         Debtors' cases;

     ii) assist, advise and represent the Committee in any
         investigation of the acts, conduct, assets, liabilities
         and financial condition of Debtors, the operation and
         profitability of Debtors, the operation of Debtors'
         businesses and the desirability of the continuance or
         disposition of such businesses, and any other matters
         relevant to Debtors' cases or to the formation of the
         plan or plans of reorganization;

    iii) assist, advise and represent the Committee in its
         participation in the negotiation, formulation and
         drafting of a plan or plans of reorganization, and in
         its advice to those represented by the Committee as to
         the Committee's recommendation with respect to any such
         plan or plans of reorganization; and,

     iv) assist, advise and represent the Committee with
         respect to the legal issues raised by Debtors' business
         operations;

      v) assist, advise and represent the Committee in the
         performance of all of its duties and powers under the
         Bankruptcy Code and the Bankruptcy Rules and in the
         performance of such other services as are in the
         interest of those represented by the Committee.

The hourly rates of those attorneys of G&K who may be involved
in this case are:

          Carolyn J. Johnsen           $325 per hour
          Edward M. Zachary            $300 per hour
          Joseph E.Cotterman           $275 per hour
          Daniel Garrison              $250 per hour
          paralegals                   $120 per hour

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.


KAISER ALUMINUM: Brings-In Heller Ehrman as Insurance Counsel
-------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-insurance ask the
Court for permission to employ and retain Heller, Ehrman, White
& McAuliffe as special insurance coverage and environmental
counsel in these Chapter 11 cases.

According to Daniel DeFranceschi, Esq., at Richards, Layton, &
Finger in Wilmington, Delaware, Heller Ehrman has extensive
experience and expertise in insurance coverage issues, and
particularly insurance coverage for asbestos liabilities and
environmental liabilities, including negotiations, counseling,
strategic planning, trials, pre-trial activity, and other
litigation services with respect to such issues, and in matters
relating to insurance coverage for asbestos claims in
bankruptcy. Heller Ehrman also has a well-established,
nationally recognized environmental practice, which includes the
representation of firms such as the Debtors in connection with
regulatory proceedings, government investigations and
litigation.

Before the petition date, Heller Ehrman performed a variety of
legal services, primarily with regard to:

A. matters involving insurance coverage for asbestos bodily
     injury and other legacy tort and environmental claims
     asserted against the Debtors;

B. matters involving insurance coverage related to losses and
     liabilities arising out of an explosion at the Gramercy,
     Louisiana facility; and,

C. matters involving environmental contamination ad regulatory
     matters.

Mr. DeFranceschi relates that the firm has represented the
Debtors in environmental and environmental insurance coverage
matters since 1996, and on asbestos related matters since 1998.
Kaiser is confident that the firm possesses the requisite
skills, experience, and expertise in insurance coverage and
environmental matters to represent the Debtors' competently and
effectively in these matters.  Furthermore, none of Heller's
work will duplicate services to be rendered by the Debtors'
other lawyers.

The Debtors will turn to Heller for assistance in:

A. counseling, providing strategic advice to, and representing
     the Debtors in connection with any and all matters in or
     outside of these bankruptcy proceedings arising from or
     relating to insurance coverage for asbestos bodily injury
     claims and other legacy tort claims including, without
     limitation:

     a. advising, counseling and representing the Debtors in
          pending and contemplated insurance litigation,
          insurance negotiations, and other proceedings;

     b. advising and counseling the Debtors in connection with
          the recovery of insurance for various claims and
          losses, and assist recovery of reimbursement from
          injury products liability claims, premises claims, and
          shiprepair/shipbuilding claims as well as the
          formation of plans for insurer funding of such costs;

     c. advising, counseling and representing the Debtors on
          insurance-related matters in the bankruptcy case and
          contested matters or adversary proceedings filed
          therein or related thereto;

     d. counseling and representing the Debtors and assisting
          general reorganization counsel in connection with the
          formulation, negotiation and promulgation of a plan of
          reorganization and related documents as these matters
          relate to insurance coverage of asbestos claims;

B. performing certain tasks required of professionals under the
     Bankruptcy code and rules, applicable Local Rules and the
     U.S. Trustee Guidelines, including:

     a. assisting the Debtors in making reports regarding status
          and progress of its coverage litigation, insurance -
          related negotiations, and other proceedings;

     b. advising and representing the Debtors with respect to
          application for relief sought in connection with
          insurance-related assets, settlements or policies;

     c. the finalization of this employment application  and
           related documents and activities, and the preparation
           of fee application and related documents and
           activities; and,

C. performing all other necessary or appropriate legal services
     in connection with Heller Ehrman's special representation
     of the Debtors.

Heller will bill for services at its customary hourly rates,
subject to a discount of 10% on attorneys' hourly rates
negotiated with the Debtors.  The attorneys that will be
primarily involved in these cases and their hourly rates are:

      Lawrence A. Hobel               $475.00
      Dale A. Rice Johnson             465.00
      Mark S. Parris                   425.00
      Monika P. Lee                    415.00
      Peter F. McAweeney               395.00
      R. Paul Beveridge                365.00
      Matthew Cohen                    350.00

Mr. DeFranceschi recounts that prior to the petition date, the
Debtors paid Heller a $400,000 retainer for post-petition
services.  During the year prior to the petition date, the
Debtors paid Heller $9,488,722.33 for legal services.

Lawrence A. Hobel, Esq., a Heller, Ehrman, White & McAuliffe
shareholder, tells the Court that his firm neither has nor
represents any interest adverse to the Debtors or their
respective estates with respect to the matters with which the
firm is to be retained and has not represented or served
parties-in-interest in these chapter 11 cases, based on the
results of the firm's thorough search of its computerized
conflicts database.  However, the firm represented several
parties-in-interests in matters unrelated to these cases
including Trochus Insurance Co. Ltd., Fluor Corp., The Pacific
Lumber Co., Temple Inland Inc., Taxes Biotechnology Inc.,
Lakepointe, MCO Properties Inc., Lakeside Village Association
Inc., Capital Guardian Trust Co., Arthur Andersen, Lazard Freres
& Co., State Street Bank & Trust Co., Bank of America N.A., The
CIT Group, Congress Financial Corp., Bank of Hawaii, Bankers
Trust Co., Harbourview CBO II Ltd., Citibank N.A., Credit Suisse
Fund, Farallon Capital Mgt., First Union Bank, Marill Lynch,
Morgan Stanley & Co. Inc., Nicholas-Applegate Capital Mgt.,
Putnam, RBC Dominion Securities, Royal Bank of Canada, State
Street Advisors, SunAmerica, Times Mirror Co., Unibank, Van
Kampen, The Boeing Co., Occidental Chemical Corp., Schnitzer
Steel Industries, Comalco Ltd., and Reynolds Metal Corp. (Kaiser
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KMART CORP: Court Okays PricewaterhouseCoopers as Fin'l Advisors
----------------------------------------------------------------
Judge Sonderby authorizes Kmart Corporation and its debtor-
affiliates to employ and retain PricewaterhouseCoopers as their
financial advisors, nunc pro tunc to Kmart's Petition Date.

The Court rules that all compensation and reimbursement of
expenses to be paid to PricewaterhouseCoopers shall be paid in
accordance with the Bankruptcy Code and Court procedures.  But
as to running Kmart's Vendor Call Center, Judge Sonderby orders
PricewaterhouseCoopers to submit summary documentation including
hours incurred by staff level and descriptions of the categories
of tasks completed.

"All requests of PricewaterhouseCoopers for payment of indemnity
pursuant to the Engagement Letter arising during the pendency of
these Chapter 11 cases shall be made by means of an application
and shall be subject to review by the Court to ensure payment of
such indemnity conforms to the terms of the Engagement Letter
and is reasonable based upon the circumstances of the litigation
of settlement in respect of which indemnity is sought," the
Court rules.

Judge Sonderby further modifies the Engagement Letter --
relative to post-petition services only -- to provide that in no
event shall PricewaterhouseCoopers be indemnified if the Debtors
assert a claim that is determined by final order of a court of
competent jurisdiction to have arisen out of
PricewaterhouseCoopers' own bad faith, self-dealing, reckless
and willful misconduct or negligence.

Specifically, the Debtors will look to PwC to provide:

Financial Advisory Services

-- Assistance to the Debtors in the preparation of financial
   related disclosures required by the Court, including the
   Schedules of Assets and Liabilities, the Statement of
   Financial Affairs, and Monthly Operating Reports;

-- Assistance to the Debtors with information and analyses
   required pursuant to the DIP financing, including, but not
   limited to, preparation for hearings regarding the use of
   cash collateral and DIP financing;

-- Assistance in developing accounting and operating procedures
   to segregate pre-petition and post-petition business
   transactions;

-- Assistance with the identification and implementation of
   short-term cash management procedures;

-- Assistance and advice to the Debtors with respect to the
   identification of core business assets and the disposition of
   assets or liquidation of unprofitable stores and other
   operations;

-- Assistance with implementation of court orders;

-- Assistance with the identification of executory contracts and
   leases and performance of cost and benefit evaluations with
   respect to the affirmation or rejection of each;

-- Assistance regarding the evaluation of the present level of
   operations and identification of areas of potential cost
   savings, including overhead and operating expense reductions
   and efficiency improvements;

-- Assistance in the preparation of financial information for
   distribution to creditors and others, including, but not
   limited to, cash receipts and disbursement analysis, analysis
   of various asset and liability accounts, and analysis of
   proposed transactions for which Court approval is sought;

-- Attendance at meetings and support for other professional
   advisors in discussions with potential investors, bank and
   other secured lenders, the Creditors' Committee appointed in
   these chapter 11 cases, the U.S. Trustee and other parties in
   interest and professionals they hired, as requested;

-- Assistance in responding to and tracking calls
   received from suppliers in a call center, including the
   production of various management reports reflecting call
   center activity;

-- Assistance in claims processing, analysis and
   reporting including plan classification modeling and claim
   estimation;

-- Analysis of creditor claims by type, entity and individual
   claim, including assistance with development of a database to
   track such claims;

-- Assistance with selection of and oversight of a
   tabulation agent, ballot design, development of tabulation
   protocols, and tabulation reporting;

-- Assistance with plan distribution activities;

-- Assistance in the preparation of information and analysis
   necessary for the confirmation of a Plan of Reorganization
   in these chapter 11 cases;

-- Assistance in the evaluation and analysis of avoidance
   actions, including fraudulent conveyances and preferential
   transfers;

-- Testimony on various matters, as requested;

-- Other financial advisory and claims management
   services consistent with PwC's role in these matters as may
   be required or requested by the Debtors or their counsel; and

-- Other general business consulting or such other
   assistance as Debtors' management or counsel may deem
   necessary which are not duplicative of services provided by
   other professionals in this proceeding. (Kmart Bankruptcy
   News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


LAIDLAW INC: Canadian Court Extends CCAA Protection to June 28
--------------------------------------------------------------
Mr. Justice Farley approves an extension of the Stay under the
Companies Creditors Arrangement Act to and including June 28,
2002.  Further, all the terms and conditions of the June 28,
2001 CCAA Order shall remain in full force and effect.
Additionally, Laidlaw Inc., and its debtor-affiliates are
relieved from holding an annual meeting of shareholders until
ordered by the Court. (Laidlaw Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LERNOUT & HAUSPIE: Court Approves Cananwill Premium Finance Pact
----------------------------------------------------------------
Dictaphone Corporation, Debtor, obtained from Judge Wizmur the
authority (i) to enter into the Commercial Insurance Premium
Finance and Security Agreement with Cananwill; (ii) modifying
the automatic stay to the extent set forth herein; and (iii)
setting a final hearing and establishing an objection deadline.

In its motion, Dictaphone explained that in the ordinary course
of its business, Dictaphone must maintain property and business
interruption insurance policies, among others, customarily
maintained by companies the size of Dictaphone. Dictaphone's
property and business interruption policies expired according to
their terms on December 31, 2001. Dictaphone has replaced these
insurance policies effective December 31, 2001 with (i) a new
property insurance policy with Royal Insurance Company of
America, Policy No. RHD317290, (ii) a new property insurance
policy with Swett and Crawford ACE USA, Policy No. PHF059339,
and (iii) a new business interruption insurance policy with
Royal Insurance Company of America, Policy No. RHD317290. The
Insurance Policies with Royal Insurance Company are for twelve
month terms, and the Insurance Policy with Swett and Crawford is
for an eight month term.

In the aggregate the Insurance Policies provide $91.1 million in
property insurance coverage and $29.0 million in business
interruption coverage. Dictaphone is required to pay a lump sum
premium of $740,631.00 for the Insurance Policies. Dictaphone
was previously covered by insurance policies maintained by L&H
NV on behalf of all members of the L&H Group but must replace
these policies and make the required premium payments by
February 15, 2002. If such payment is not made, the insurers can
terminate coverage. Dictaphone wishes to finance the payment of
the premiums by entering into the Agreement with Cananwill.

            Premium Finance And Security Agreement

A. Payments Due Under Agreement

On January 25, 2001 and September 25, 2001, Judge Wizmur entered
orders authorizing L&H NV to enter into similar agreements with
Cananwill to finance $1,621,176.87 and $1,340,011 in insurance
premium payments, respectively, due under certain general
liability and property insurance policies.  Dictaphone proposes
to enter Into the Agreement to finance the lump sum premium
payment of $740,631.00 owed under the Insurance Policies. The
Agreement provides for a cash down payment of $259,220.00 on
February 15, 2002. The Agreement also provides for the financing
of $481,411.00 in seven monthly installment payments of
$69,921.67 at an annual percentage rate of 4.99%, for a total of
$748,671.69 in payments to Cananwill.

B. Lien Granted In Favor Of Cananwill

The Agreement is on terms that are standard and customary in the
industry, including the granting of a lien by Dictaphone in
favor of Cananwill on "all sums payable to [Dictaphone] under
the listed [Insurance] Polices, including, among other things,
any gross unearned premiums and any payment on account of loss
which results in a reduction of unearned premium."  Because the
granting of such a lien is customary and usual in financings
such as the Agreement outside of bankruptcy, Dictaphone does not
believe that Cananwill or any other insurance premium financer
would enter into a premium finance agreement without the benefit
of such a lien. In addition, Dictaphone believes that it would
be extremely difficult to obtain terms for such financing
as advantageous as those provide by Cananwill.

Dictaphone further requests that Cananwill's security interest
under the Agreement be deemed duly perfected without further
action by Cananwill. Many courts have concluded that an
insurance premium financer's security interest in unearned
premiums is deemed perfected without the need for any further
action.

C. Modification Of Automatic Stay

In addition, Cananwill has informed Dictaphone that it will not
provide the financing unless Dictaphone obtains an order of this
Court (a) authorizing Dictaphone to execute and deliver the
Agreement and any amendments thereto as Dictaphone may deem
necessary or desirable to carry out this Court's order, and (b)
providing that if there is a default with respect to any of
Dictaphone's payment obligations under the Agreement, then, upon
ten days' written notice to Dictaphone and its counsel, the
automatic stay shall be modified without further application to
(or order by) the Court (unless Dictaphone cures the default
within such ten-day period) to allow Cananwill to exercise all
rights and remedies available to it under the Agreement.  Such
service shall be accomplished by overnight mail or facsimile
transmission of the notice to (i) to Dictaphone and (ii) to
Dictaphone's counsel.

Dictaphone and Cananwill acknowledge that among those rights is
the right to cancel the Insurance Policies and to obtain all
unearned premiums returnable thereunder, which shall be paid
directly to Cananwill. Notice provided in accordance with the
terms of the Agreement shall be deemed to be notice of intent to
cancel as required under any applicable state law and Dictaphone
and Cananwill agree that no additional notice shall be required
to satisfy the requirements thereof.

Cananwill has agreed that if the funds obtained upon
cancellation are in excess of the sum then due by Dictaphone to
Cananwill, upon the clearing of such funds, Cananwill shall pay
to Dictaphone such excess amount. If the funds obtained upon
cancellation are insufficient to repay all of Dictaphone's
obligations under the Agreement, the deficiency amount shall
constitute an administrative expense of the estate.

       Interim Approval of Agreement Should Be Granted

A final hearing on a motion to obtain credit pursuant to section
364 of the Bankruptcy Code may not be commenced earlier than
fifteen  days after the service of such motion. However, the
Court has the ability to conduct an expedited preliminary
hearing on the Motion and authorize the obtaining of credit to
the extent necessary to avoid immediate and irreparable harm to
a debtor's estate. (L&H/Dictaphone Bankruptcy News, Issue No.
19; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LUCENT TECHNOLOGIES: May Not Achieve Cash Flow Break-Even in '02
----------------------------------------------------------------
DebtTraders reports that Lucent Technologies lowered Tuesday its
fiscal second quarter revenue guidance and stated that it would
not achieve profitability or cash flow break-even until fiscal
2003, which begins in October.

In addition, the report says that the Company intends to sell
$1.5 billion of convertible trust preferred securities, and will
use the proceeds from such exercise immediately. The Company
currently has no borrowings under its $1.9 billion revolving
credit facility, DebtTraders says.

DebtTraders continues to recommend Lucent's bonds. DebtTraders
analysts Daniel Fan, CFA, and Blythe Berselli, CFA, advise that
Lucent Technologies' 7.25% bonds due 2006 are one of its
Actives, trading between 84.5 and 86. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LUCENT4for
real-time bond pricing.


LUCENT TECH: Fitch Affirms BB- Senior Credit Facility Rating
------------------------------------------------------------
Fitch Ratings has affirmed Lucent Technologies Inc.'s 'BB'
senior secured credit facility, 'BB-' senior unsecured debt, and
'B' convertible preferred stock. The commercial paper rating of
'B' is withdrawn. The Rating Outlook is Negative.

The ratings reflect the company's weak credit protection
measures, limited financial flexibility, and a continued
difficult environment for the company's end markets, which are
expected to decline by approximately 25%-30% in 2002, delaying
Lucent's return to profitability. The company continues to
experience operating losses, requiring financing for its
operating deficit and cash requirements for the restructuring
programs. Given this limited financial flexibility, it is
critical for Lucent to continue to be aggressive in reducing
costs while realizing the cost savings from the previous
restructuring programs and executing the planned financing
transactions, in order to return to sustained profitability.

The negative rating outlook reflects the operational issues and
the execution risks surrounding the company's second phase
restructuring strategy which includes significant headcount
reductions and major changes to its organizational structure.
The uncertain capital expenditure patterns of the company's
customer base and the risk of further reductions will continue
to pressure Lucent's revenues. However, Fitch expects the
company will take additional actions, if necessary, to align its
cost structure in order to improve profitability and cash flow
sequentially. In accordance with this, it is expected that
Lucent will spin-off the remainder of Agere Systems, Inc. as
soon as certain profitability levels are met, as defined in the
company's bank agreement. If Lucent's operating targets are not
achieved in the near term further negative rating actions are
likely.

Fitch continues to recognize Lucent's competitive product
portfolio, the progress in its restructuring activities, and
improved liquidity. The successful execution of the company's
$1.9 billion convertible preferred stock issuance in August 2001
and asset sales, including $2.5 billion from the sale of the
optical fiber business and outsourcing contracts, has clearly
improved Lucent's liquidity. However, the company's liquidity
requirements will continue to be affected by the execution risks
surrounding the restructuring and weak end-market conditions.

The telecommunications equipment market experienced a sharp
decline in sales, significantly lower gross margins, lower
EBITDA margins, substantial writedowns of goodwill from overly
aggressive acquisitions, and deteriorating credit statistics for
2001. Companies continue to have limited visibility regarding
revenue growth, earnings, and orders. With expected continuation
of pressures on revenues and margins, Lucent has responded with
two major restructuring programs, including reducing its
workforce by more than 30%. In conjunction with cost savings
from the restructuring programs, product line consolidation and
top line growth are the most important factors for the return to
profitability.


LUCENT TECHNOLOGIES: Fitch Rates $1.5BB Trust Preferred at B
------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Lucent Technologies
Inc.'s proposed $1.5 billion cumulative convertible trust
preferred securities. Proceeds are intended for general
corporate purposes. The ratings for the 'BB' senior secured
credit facility, 'BB-' senior unsecured debt, and 'B'
convertible preferred stock are affirmed. The Rating Outlook is
Negative.

The ratings reflect the company's weak credit protection
measures, limited financial flexibility, and a continued
difficult environment for the company's end markets, which are
expected to decline by approximately 25% - 30% in 2002, delaying
Lucent's return to profitability. The company continues to
experience operating losses, requiring financing for its
operating deficit and cash requirements for the restructuring
programs. Given this limited financial flexibility, it is
critical for Lucent to continue to be aggressive in reducing
costs while realizing the cost savings from the previous
restructuring programs and executing the planned financing
transactions, in order to return to sustained profitability.

The negative rating outlook reflects the operational issues and
the execution risks surrounding the company's second phase
restructuring strategy which includes significant headcount
reductions and major changes to its organizational structure.
The uncertain capital expenditure patterns of the company's
customer base and the risk of further reductions will continue
to pressure Lucent's revenues. However, Fitch expects the
company will take additional actions, if necessary, to align its
cost structure in order to improve profitability and cash flow
sequentially. In accordance with this, it is expected that
Lucent will spin-off the remainder of Agere Systems, Inc. as
soon as certain profitability levels are met, as defined in the
company's bank agreement. If Lucent's operating targets are not
achieved in the near term further negative rating actions are
likely.

Fitch continues to recognize Lucent's competitive product
portfolio, the progress in its restructuring activities, and
improved liquidity. The successful execution of the company's
$1.9 billion convertible preferred stock issuance in August 2001
and asset sales, including $2.5 billion from the sale of the
optical fiber business and outsourcing contracts, as well as the
current proposed $1.5 billion cumulative convertible trust
preferred issuance has clearly improved Lucent's liquidity.
However, the company's liquidity requirements will continue to
be affected by the execution risks surrounding the restructuring
and weak end-market conditions.

The telecommunications equipment market experienced a sharp
decline in sales, significantly lower gross margins, lower
EBITDA margins, substantial writedowns of goodwill from overly
aggressive acquisitions, and deteriorating credit statistics for
2001. Companies continue to have limited visibility regarding
revenue growth, earnings, and orders. With expected continuation
of pressures on revenues and margins, Lucent has responded with
two major restructuring programs, including reducing its
workforce by more than 30%. In conjunction with cost savings
from the restructuring programs, product line consolidation and
top line growth are the most important factors for the return to
profitability.


LUCENT TECH: S&P Ratchets Corporate Credit Rating Down to B+
------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Lucent
Technologies Inc., on March 12, 2002, to single-'B'-plus from
double-'B'-minus. Outlook is stable.

The ratings on the Murray Hill, New Jersey-based leading
supplier of communications equipment for service providers
reflect challenging market conditions, as the company's core
customer base continues to defer purchases of new communications
equipment.

Lucent lowered its revenue forecast to modest-to-10% growth from
the depressed December quarter level. It previously had expected
10%-15% growth.

Although net losses will likely decrease from the December
quarter, the company no longer expects to achieve positive "bank
EBITDA" in the March quarter. Therefore, the company does not
expect to spin off its Agere Systems Inc. unit on the original
schedule. It believes that it will be able to meet the
requirements with the June quarter's results.

The company will update its guidance for the balance of the
fiscal year ending September 30, 2002, when it releases March
quarter results in late April. Lucent anticipates that its
return to net profitability and positive cash flow will be
delayed until fiscal 2003. Still, Lucent hopes to achieve 35%
gross margins during 2003, compared to 14% in the December 2001
quarter. The company expects to generate gross margins in the
20% range for the March 2002 quarter.

Any cost-reduction actions necessary to adjust to evolving
market conditions are expected to be more modest in scope than
the actions taken last year and will be disclosed concurrent
with March earnings. While Lucent has reduced its costs by
billions of dollars annually, depressed revenues and a weaker-
than-anticipated product mix have continued to impede its return
to profitability.

Lucent also announced its plans to pursue additional financing,
likely in the form of a convertible security offering, to
further bolster its balance sheet and assure more than
sufficient liquidity to fund its operations and execute its
business plans. Lucent had $3.1 billion in cash at December 31,
2001, and its revolving credit agreement was undrawn.

                       Outlook

Lucent's financial flexibility is expected to remain adequate
for its operational needs as it continues to adapt to
challenging market conditions.


LUCENT TECH: S&P Junks Proposed $1.5BB Convertible Trust Debt
-------------------------------------------------------------
On March 13, 2002, Standard & Poor's assigned its triple-'C'-
plus rating to the planned $1.5 billion convertible trust
preferred securities of Lucent Technologies Inc. The ratings on
the Murray Hill, New Jersey-based leading supplier of
communications equipment for service providers reflect
challenging market conditions, as the company's core customer
base continues to defer purchases of new communications
equipment.

Lucent lowered its revenue forecast to modest-to-10% growth from
the depressed December quarter level. It previously had expected
10%-15% growth.

Although net losses will likely decrease from the December
quarter, the company no longer expects to achieve positive "bank
EBITDA" in the March quarter. Therefore, the company does not
expect to spin off its Agere Systems Inc. unit on the original
schedule. It believes that it will be able to meet the
requirements with the June quarter's results.

The company will update its guidance for the balance of the
fiscal year ending Sept. 30, 2002, when it releases March
quarter results in late April. Lucent anticipates that its
return to net profitability and positive cash flow will be
delayed until fiscal 2003. Still, Lucent hopes to achieve 35%
gross margins during 2003, compared to 14% in the December 2001
quarter. The company expects to generate gross margins in the
20% range for the March 2002 quarter.

Any cost-reduction actions necessary to adjust to evolving
market conditions are expected to be more modest in scope than
the actions taken last year and will be disclosed concurrent
with March earnings. While Lucent has reduced its costs by
billions of dollars annually, depressed revenues and a weaker-
than-anticipated product mix have continued to impede its return
to profitability.

Lucent also announced its plans to pursue additional financing,
likely in the form of a convertible security offering, to
further bolster its balance sheet and assure more than
sufficient liquidity to fund its operations and execute its
business plans. Lucent had $3.1 billion in cash at Dec. 31,
2001, and its revolving credit agreement was undrawn.

                       Outlook

Lucent's financial flexibility is expected to remain adequate
for its operational needs as it continues to adapt to
challenging market conditions.


ML CBO III: S&P Slashes Class A Notes Rating to BB from A-
----------------------------------------------------------
Standard & Poor's lowered its rating on the class A notes issued
by ML CBO III 1996-C-1, an arbitrage CBO transaction originated
in August of 1996, to double-'B' from single-'A'-minus, and
removed it from CreditWatch with negative implications, where it
had been placed on Feb. 22, 2002. The rating assigned to the
class A notes had previously been placed on CreditWatch negative
on Feb. 16, 2001, and was then lowered to single-'A'-minus from
double-'A'-minus and removed from CreditWatch on May 23, 2001.

The lowered rating reflects factors that have negatively
affected the credit enhancement available to support the rated
notes since the rating was previously lowered on May 23, 2001.
These factors include par erosion of the collateral pool
securing the rated notes and deterioration in the credit quality
of the performing assets within the pool. In addition, a
significant balance remains due on the premiums to be paid for
the transaction's interest rate hedge agreement. These payments
are paid out of the interest waterfall above the class A notes'
interest.

Standard & Poor's noted that $26.8 million in asset defaults
have occurred since the May 23, 2001 rating action. In the
current collateral pool, $18.83 million (or 13.9%) of the assets
come from obligors rated 'D' or 'SD', and another $1.5 million
(or 1.1%) come from obligors rated double-'C', which are
classified as being highly vulnerable to default. As a result of
asset defaults and credit risk sales at distressed prices, the
overcollateralization ratios for the transaction have
deteriorated. As of the most recent monthly report (Feb. 10,
2002), the class A overcollateralization ratio was 107.9% versus
its minimum required ratio of 120%. This compares with a ratio
of 120.9% at the time of the May 23, 2001 rating action.

The credit quality of the collateral pool has also deteriorated.
Currently, $28.1 million (24.1%) of the performing assets in the
collateral pool come from obligors with ratings on CreditWatch
with negative implications, and $10.27 million (7.6%) of the
performing assets come from obligors with ratings in the triple-
'C' range. Standard & Poor's default measure, the annualized
expected portfolio default rate (EPDR), which measures the
annual level of future defaults expected from the portfolio
based on the rating, tenor, and par value of each performing
asset, was 4.25%.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for ML CBO III 1996-C-1 to determine the
level of future defaults the class A tranche can withstand under
various stressed default timing and interest rate scenarios
while still paying all of the interest and principal due on the
notes. After comparing the results of these cash flow runs with
the projected future default performance of the performing
assets currently in the collateral pool, Standard & Poor's
determined that the rating previously assigned to the class A
notes was no longer consistent with the credit enhancement
available, resulting in the lowered rating. Standard & Poor's
will continue to monitor the performance of the transaction to
ensure that the rating assigned to the notes remains consistent
with the credit enhancement available.

     Rating Lowered And Removed From Creditwatch Negative

                    ML CBO III 1996-C-1

    Class        Rating

            To           From             Balance (millions)

    A       BB           A-/Watch Neg     $119.890


ML CBO VI: S&P Drops Class A Notes Rating to Junk Level
-------------------------------------------------------
Standard & Poor's lowered its rating on the class A notes issued
by ML CBO VI 1996-C-2, an arbitrage CBO transaction originated
in October of 1996, to triple-'C'-plus from triple-'B'- minus,
and removed the rating from CreditWatch with negative
implications, where it had been placed on Oct. 2, 2001. The
rating assigned to the class A notes had previously been placed
on CreditWatch with negative implications on Feb. 16, 2001, and
then lowered to triple-'B'-minus from double-'A', and removed
from CreditWatch on May 23, 2001.

The lowered rating on the class A notes reflects factors that
have negatively affected the credit enhancement available to
support the rated notes since the rating was previously lowered
on May 23, 2001. These factors include par erosion of the
collateral pool securing the rated notes, and deterioration in
the credit quality of the performing assets within the pool. In
addition, a significant balance remains due on the premiums to
be paid for the transaction's interest rate hedge agreement;
$6.26 million of these premiums are scheduled to be paid out of
the interest waterfall above the class A notes interest.

Standard & Poor's noted that $19.3 million in asset defaults
have occurred since the May 23, 2001 rating action was
undertaken, and that a number of credit risk assets have been
sold at distressed prices. In the current collateral pool,
$21.252 million (or 18.9% of the pool balance) of the assets
come from obligors rated 'D' or 'SD', and another $1.5 million
(or 1.4%) come from obligors rated double-'C', which are
classified as being highly vulnerable to default. As a result of
asset defaults and credit risk sales, the overcollateralization
ratios for the transaction have deteriorated. As of the most
recent (Jan. 31, 2002) monthly report, the class A
overcollateralization ratio was 99.50% versus its current
minimum required ratio of 120%; this compares with a ratio of
112.60% at the time of the May 23, 2001 rating action.

The credit quality of the collateral pool has also deteriorated.
Currently, $18.37 million (or 20.1%) of the performing assets in
the collateral pool come from obligors with ratings on
CreditWatch with negative implications, and $13 million (or
11.6%) of the performing assets come from obligors with ratings
in the triple-'C' range. Standard & Poor's default measure, the
annualized expected portfolio default rate (EPDR), which
measures the annual level of future defaults expected from the
portfolio based on the rating, tenor, and par value of each
performing asset, was 5.098%.

Standard & Poor's has reviewed the results of current cash flow
runs generated for ML CBO VI 1996-C-2 to determine the level of
future defaults the class A tranche can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. After
comparing the results of these cash flow runs with the projected
future default performance of the performing assets currently in
the collateral pool, Standard & Poor's determined that the
rating previously assigned to the class A notes was no longer
consistent with the credit enhancement available, resulting in
the lowered rating.

     Rating Lowered And Removed From Creditwatch Negative

                    ML CBO VI 1996-C-2

        Class     Rating

                To        From               Balance ($ mil)

        A       CCC+      BBB-/Watch Neg     112.170


ML CBO VII: S&P Hatchets Class A Notes Rating to Junk Level
-----------------------------------------------------------
Standard & Poor's lowered its rating on the class A notes issued
by ML CBO VII 1997-C-3, an arbitrage CBO transaction originated
in March of 1997, to triple-'C'-plus from triple-'B', and
removed the rating from CreditWatch with negative implications,
where it had been placed on Feb. 22, 2002. The rating assigned
to the class A notes had previously been placed on CreditWatch
with negative implications on Feb. 16, 2001, and then lowered to
triple-'B' from double-'A', and removed from CreditWatch on May
23, 2001.

The lowered rating on the class A notes reflects factors that
have negatively affected the credit enhancement available to
support the rated notes since the rating was previously lowered
on May 23, 2001. These factors include par erosion of the
collateral pool securing the rated notes, and deterioration in
the credit quality of the performing assets within the pool. In
addition, a significant balance remains due on the premiums to
be paid for the transaction's interest rate hedge agreement;
$2.109 million of these premiums are scheduled to be paid out of
the interest waterfall above the class A notes interest.

Standard & Poor's noted that $33.6 million in asset defaults
have occurred since the May 23, 2001 rating action was
undertaken, and that a number of credit risk assets have been
sold at distressed prices. In the current collateral pool,
$29.697 million (or 19.25% of the pool balance) of the assets
come from obligors rated 'D' or 'SD', and another $13.154
million (or 9.14%) come from obligors rated double-'C', or
highly vulnerable to default. As a result of asset defaults and
credit risk sales, the overcollateralization ratios for the
transaction have deteriorated. As of the most recent (Feb. 10,
2002) monthly report, the class A overcollateralization ratio
was 99.10% versus its current minimum required ratio of 116%;
this compares with a ratio of 113.3% at the time of the May 23,
2001 rating action.

The credit quality of the collateral pool has also deteriorated.
Currently, $34.458 million (or 29.65%) of the performing assets
in the collateral pool come from obligors with ratings on
CreditWatch with negative implications, and $13.3 million (or
9.25%) of the performing assets come from obligors with ratings
in the triple-'C' range. Standard & Poor's default measure, the
annualized expected portfolio default rate (EPDR), which
measures the annual level of future defaults expected from the
portfolio based on the rating, tenor, and par value of each
performing asset, was 6.072%.

Standard & Poor's has reviewed the results of current cash flow
runs generated for ML CBO VII 1997-C-3 to determine the level of
future defaults the class A tranche can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. After
comparing the results of these cash flow runs with the projected
future default performance of the performing assets currently in
the collateral pool, Standard & Poor's determined that the
rating previously assigned to the class A notes was no longer
consistent with the credit enhancement available, resulting in
the lowered rating.

     Rating Lowered And Removed From Creditwatch Negative

                    ML CBO VII 1997-C-3

     Class    Rating

             To     From               Balance ($ mil)

     A       CCC+   BBB/Watch Neg      129.027


MCLEODUSA INC: Gets Okay to Hire Houlihan as Financial Advisors
---------------------------------------------------------------
McLeodUSA Inc. obtained Court approval to employ Houlihan,
Lokey, Howard & Zukin Capital as its Financial Advisor in this
Chapter 11 case.

The Debtor needs Houlihan's broad range of corporate advisory
services, including:

    (i)   general financial advice;

    (ii)  advice regarding capital restructuring and financing
          alternatives; and

    (iii) advice regarding mergers, acquisitions, and
          divestitures.

Specifically, Houlihan will:

    a. advise the Debtor generally of available capital
       restructuring and financing alternatives, including
       recommendations of specific courses of action and assist
       the Debtor with the design of alternative Transaction
       structures and any debt and equity securities to be
       issued in connection with a Transaction;

    b. assist the Debtor with the development, negotiation and
       implementation of a Transaction, including participation
       as a representative of the Debtor in negotiations with
       creditors and other parties involved in a Transaction;

    c. assist the Debtor in valuing the Debtor and/or, as
       appropriate, valuing the Debtor's assets or operations;
       provided that any real estate or fixed asset appraisals
       needed would be executed by outside appraisers;

    d. provide expert advice and testimony relating to financial
       matters related to a Transaction, including the
       feasibility of any Transaction, the valuation of any
       securities issued in connection with a Transaction, and
       any other matter as to which Houlihan Lokey is rendering
       services hereunder;

    e. generally advise the Debtor as to potential mergers or
       acquisitions, and the sale or other disposition of any of
       the Debtor's assets or business and, in particular,
       advise the Debtor as to the execution of a merger,
       acquisition, sale or other disposition in the context of
       a reorganization or restructuring of the Debtor's capital
       structure;

    f. advise the Debtor as to any potential financings, either
       debt or equity;

    g. prepare proposals to creditors, employees, shareholders
       and other parties-in-interest in connection with an
       Transaction;

    h. assist the Debtor's management with presentations made to
       the Debtor's board of directors regarding the transaction
       and/or other issues related to the Debtor's contemplated
       reorganization; and

    i. render such other financial advisory and services as may
       be mutually agreed upon by Houlihan Lokey and the Debtor.

While in chapter 11, the Debtor agrees to pay Houlihan:

    a. A Monthly Fee of $200,000, due and payable in advance of
       the 19th day of each month;

    b. A Transaction Fee equal to fifty one hundredths of a
       percent (.50%) of the principal amount and all accrued
       interest or accreted principal of the Company Bond
       obligations restructured, modified, amended, compromised
       or forgiven. The Transaction Fee will be reduced by the
       amount of the Monthly Fee paid to and received by
       Houlihan beginning with the fourth Monthly Fee paid to
       and received by Houlihan and each Monthy Fee paid to and
       received by Houlihan thereafter.

Houlihan will also be reimbursed for out-of-pocket expenses
incurred in connection with the engagement, including, but not
limited to, travel and lodging, direct identifiable data
processing and communication charges, courier services and other
necessary expenditures. (McLeodUSA Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NETIA HOLDINGS: Shareholders Approve Proposed Capital Increase
--------------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIAQ, WSE: NET) announced that at
an Extraordinary General Meeting of Shareholders held Tuesday,
Netia's shareholders approved, among other things, resolutions
to increase Netia's share capital by the issuance of a new
series of the Company's shares, and to amend Netia's corporate
by-laws, all in connection with the Company's debt
restructuring.

The restructuring is subject to the consent of 95% of
Noteholders. As of Tuesday, the consent of more than 53% of
Noteholders was obtained, and the process of collecting the
consents will continue until March 31, 2002.

In addition, Netia announced that Mr. Przemyslaw Jaronski was
elected to Netia's Supervisory Board at the EGM with the support
of Netia's shareholders, to represent the Ad Hoc Committee of
Noteholders.

Netia's next EGM, to propose the issuance of warrants and a
stock option plan for key employees in accordance with the
restructuring, has been convened for March 27, 2002.

DebtTraders reports that Netia Holdings SA's 13.500 bonds due
2009 (NETH09PON2) are trading between 18 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09PON2
for real-time bond pricing.


NEXTCARD: S&P Closely Monitoring Master Note Trust Deals
--------------------------------------------------------
Standard & Poor's provided a market update on the various
classes of NextCard Credit Card Master Note Trust's asset-backed
notes series 2000-1 and 2001-1, which remain on CreditWatch with
developing implications, where they were placed on Feb. 8, 2002.

The CreditWatch placements followed the announcement by Office
of the Comptroller of the Currency (OCC) that NextBank NA,
Phoenix, Ariz., was closed on February 7, 2002 by the OCC, at
which time the FDIC was appointed receiver. This receivership
constituted a redemption event. However, the FDIC indicated that
an early amortization, based solely on insolvency or appointment
of the FDIC as receiver, is not enforceable against the FDIC.
Consequently, the transactions continue to revolve as new
receivables continue to be transferred into the master trust and
the certificates within each series remain at their original
invested amounts. However, the FDIC has not indicated any
questions or doubts regarding the validity of any other trigger
events, including events based on collateral performance.

Since the initiation of the events described above, Standard &
Poor's has remained in close contact with the FDIC, and
continues to follow the events closely as they unfold. In an
effort to facilitate the sale of the portfolio of credit card
receivables, the FDIC and NextCard Inc., the subservicer, have
completed a substantial modification of the subservicing
agreement, which essentially eliminates the agreement and
transfers servicing responsibility from NextCard back to the
servicer, NextBank. Concurrently, in an effort to maintain
continuity of servicing, NextBank entered into a licensing
agreement with NextCard, allowing NextBank to continue using
NextCard's servicing software. Additionally, the FDIC expects
the transfer of NextCard employees to Automated Management
Services Co. will be completed in the near future. AMSC is a
contract employment agency, which has entered into a contract
with the FDIC as receiver for NextBank to service the
collateral. Furthermore, in an effort to avoid attrition of
NextBank's servicing personnel, which currently totals
approximately 600 employees, the FDIC is offering retention
bonuses. First Data Resources Inc. (FDR) is also available to
provide additional backup servicing coverage, if necessary. In
addition to providing payment processing services, FDR currently
provides a customer service function during nonbusiness hours.
So far, NextBank has only experienced modest attrition of its
servicing personnel.

During the past two years, the underlying collateral pool of
credit card receivables has displayed increasing delinquency and
gross charge-off trends. As of the January 2002 reporting
period, the total delinquency was at 7.10% and the gross charge-
offs were at 11.56%. However, an increasing portfolio yield
(currently 20.34%) and a decreasing base rate (currently 4.59%)
have offset increased gross charge-offs, causing the excess
spread rate to remain relatively static. However, if charge-offs
continue to increase, or are accelerated as a result of the
adverse impact on servicing caused by the NextCard situation,
the excess spread rate could decline significantly in future
months.

The FDIC has been actively seeking bids to acquire the NextCard
credit card portfolio, and Standard & Poor's is optimistic that
a purchaser will be found within the next two months. Standard &
Poor's will continue to monitor the performance of the
aforementioned transactions and will remain in close contact
with the FDIC with regard to its resolution of the bank.


OCEAN POWER: Cornell Capital, et. al. Selling 14 Million Shares
---------------------------------------------------------------
In a filing with the SEC, subject to completion, and dated
February 12, 2002, Ocean Power Corporation presented a
prospectus relating to the sale of up to 13,720,270 shares of
its common stock.  The stock will be sold by certain persons who
are, or will become, stockholders of Ocean Power. Ocean Power is
not selling any shares of common stock in this offering and
therefore will not receive any proceeds from the offering.
Ocean Power will, however, receive proceeds from the sale of
common stock under the Equity Line of Credit.  All costs
associated with the registration of the stock will be borne by
the Company. Cornell Capital Partners, L.P. is entitled to
retain 5.0% of the proceeds raised by Ocean Power under the
Equity Line of Credit.

The shares of common stock are being offered for sale on a "best
efforts" basis by the selling stockholders at prices established
on the Over-the-Counter Bulletin Board during the term of the
offering.  There are no minimum purchase requirements.  These
prices will fluctuate based on the demand for the shares of
common stock.

The selling stockholders consist of:

         * Cornell Capital Partners, L.P., who intends to sell
up to 12,760,270 shares of common stock acquired pursuant to the
Equity Line of Credit and the purchase of convertible
debentures.

         * Other selling stockholders, which intend to sell up
to 960,000 shares of common stock.

Cornell Capital is an "underwriter" within the meaning of the
Securities Act of 1933 in connection  with the sale of common
stock under the Equity Line of Credit Agreement. Cornell Capital
will pay Ocean Power 95% of the market price of its common
stock.  The 5% discount on the purchase of the common stock to
be received by Cornell Capital will be an underwriting discount.

Ocean Power's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "PWRE." On February 8, 2002, the
reported sale price of the Company's common stock on the Over-
the-Counter Bulletin Board was $1.00 per share.

With the exception of Cornell Capital, which is an "underwriter"
within the meaning of the  Securities Act of 1933, no
underwriter or any other person has been engaged to facilitate
the sale of shares of common stock in this offering.  This
offering will terminate after Cornell Capital has advanced $10.0
million or twenty-four months after the effective date of the
Registration  Statement with the SEC, whichever occurs first.
None of the proceeds from the sale of stock by the selling
stockholders will be placed in escrow, trust or any similar
account.

Ocean Power Corporation is developing modular seawater
desalination systems integrated with environmentally friendly
power sources. At September 30, 2001, the company reported a
working capital deficit of about $15.1 million, and a total
shareholders' equity deficit of over $4 million.


PACIFIC GAS: Treatment of Claims Under Second Amended Joint Plan
----------------------------------------------------------------
The Second Amended Joint Plan of Reorganization proposed by
Pacific Gas and Electric Company and PG&E Corp. tinkers with how
claims will be satisfied through the issuance of the Long-Term
Notes:

"To the extent the Plan provides for the satisfaction of a
portion of an Allowed Claim through the issuance of Long-Term
Notes, the holder of such Allowed Claim will receive one Long-
Term Note from each of ETrans, GTrans and Gen. The approximate
allocation of such Long-Term Notes among the issuers will be as
follows:

   * ETrans - 27% [instead of 35% as in the previous version of
                  the Disclosure Statement];

   * GTrans - 21% [instead of 30%]; and

   * Gen    - 52% [instead of 35%].

The holder of such Allowed Claim would also receive unpaid Post-
Petition Interest and its pro rata portion of athe placement fee
in Cash. The Long-Term Notes received would consist of $325,000
[instead of $210,000] from ETrans, $250,000 [instead of
$180,000] from GTrans and $625,000 [instead of $210,000] from
Gen.  No fractions of Long-Term Notes or QUIDS Notes will be
distributed.

To the extent that the amount of Allowed Claims exceeds the
amount on which the aggregate amount of Long Term-Notes was
based, additional Gen Long-Term Notes would be issued. At the
same time, the amount of Gen New Money Notes would be decreased
by an approximately equal amount. Since the absolute amount of
Gen Long-Term Notes would increase, the relative allocations of
the Long-Term Notes among ETrans, GTrans and Gen received by the
holders of Allowed Claims would change. At the same time, the
total amount of Reorganized Debtor New Money Notes would be
increased by approximately the same amount by which the Allowed
Claims is greater than that in the Estimated Aggregate Amount of
Claims, as applicable.

The actual allocation percentages will be equal to fractions,
expressed as percentages, the numerators of which are the
principal amount of ETrans Long-Term Notes, GTrans Long-Term
Notes and Gen Long-Term Notes to be issued (without taking into
account any reduction in such issuance to occur as the result of
the payment of Cash in lieu of fractional Long-Term Notes),
respectively, and the denominator of which is the sum of the
foregoing."

            Class 4e -- Letter of Credit Bank Claims

Each holder of Allowed Letter of Credit Bank Claim will be paid
cash including interest as in the previous version of the
Disclosure Statement. Under the Second Amended Disclosure
Statement, interest is no longer based on the default rate, but
calculated according to the rate provided in the respective
Reimbursement Agreements.

On the Effective Date, one of the following shall occur with
respect to each series of Letter of Credit Backed PC Bonds and
its respective Letter of Credit, at the option of the Debtor
separately for each series of Letter of Credit Backed PC Bonds
(a "No Bonds Option" has been added in this version of the
Disclosure Statement):

* Purchase Option:

The respective series of Letter of Credit Backed PC Bonds shall
be called for mandatory tender in accordance with the terms of
the respective Indenture and shall be purchased by the
respective Bond Trustee through a draw on the related Letter of
Credit and, at the option of the respective Letter of Credit
Issuing Bank, shall either be registered in the name of the
respective Letter of Credit Issuing Bank or in the name of the
Debtor subject to a first lien security interest in favor of the
respective Letter of Credit Issuing Bank to additionally secure
the obligations of the Debtor under the related Reimbursement
Agreement.

On the Effective Date, to the extent that the Debtor has not
reimbursed the applicable Letter of Credit Issuing Bank and the
applicable Banks, if any, for drawings made on the related
Letter of Credit with respect to the payment of interest on the
related series of Letter of Credit Backed PC Bonds to the extent
provided in the respective Reimbursement Agreement, each holder
of an Allowed Letter of Credit Bank Claim will receive Cash in
an amount equal to its pro rata share of the interest portion of
the purchase price of the tendered Letter of Credit Backed PC
Bonds paid out of a draw on the respective Letter of Credit.

On the Effective Date, the Letter of Credit Issuing Bank shall
transfer the related Letter of Credit Backed PC Bonds in the
aggregate principal amount as set forth on Exhibit I of the
Disclosure Statement to the Debtor free and clear of all liens.

On the Effective Date, each holder of an Allowed Letter of
Credit Bank Claim will receive its pro rata share of (i) Cash in
an amount equal to 60% of the principal portion of the purchase
price of the tendered Letter of Credit Backed PC Bonds paid out
of a draw on the respective Letter of Credit, and (ii) Long-Term
Notes from ETrans, GTrans and Gen, collectively, having an
aggregate face value equal to 40% of the principal portion of
the purchase price of the tendered Letter of Credit Backed PC
Bonds paid out of a draw on the respective Letter of Credit,
plus its pro rata share of a placement fee in an aggregate
amount equal to 1.5% of the principal amount of such Long- Term
Notes. Alternatively, at the option of the Letter of Credit
Issuing Bank, the reimbursement for the principal portion of the
purchase price of the tendered Letter of Credit Backed PC Bonds
paid out of a draw on the respective Letter of Credit shall be
paid on the Effective Date through a combination of Cash and
long-term notes upon terms equivalent to the Cash, long-term
notes and other consideration provided for treatment of
unsecured creditors generally in the confirmed Plan.

* Remarketing Option:

The respective series of Letter of Credit Backed PC Bonds shall
be called for mandatory tender in accordance with the terms of
the respective Indenture and shall be purchased by the
respective Bond Trustee through a draw on the related Letter of
Credit.

The Debtor will then either (i) provide or cause to be provided
to the respective Bond Trustee an alternative "Credit Facility"
pursuant to the terms of the respective Indenture in lieu of the
existing Letter of Credit, or (ii) shall obtain the consent of
the Issuer to remarket the respective series of Letter of Credit
Backed PC Bonds without credit enhancement in accordance with
the terms of the applicable Indenture. In either event the
respective series of Letter of Credit Backed PC Bonds shall be
remarketed, at par, in accordance with the terms of the
Indenture and the other PC Bond Documents. In such event, on the
Effective Date, the Letter of Credit Issuing Bank will receive
(i) from the Debtor, to the extent that the Debtor has not
reimbursed the applicable Letter of Credit Issuing Bank and the
applicable Banks, if any, for drawings made on the related
Letter of Credit with respect to the payment of interest on the
related series of Letter of Credit Backed PC Bonds to the extent
provided in the respective Reimbursement Agreement, Cash in an
amount equal to the interest portion of the purchase price of
the tendered Letter of Credit Backed PC Bonds paid out of a draw
on the respective Letter of Credit, and (ii) from the Bond
Trustee, an amount equal to the principal portion of the
purchase price of the tendered Letter of Credit Backed PC Bonds
paid out of a draw on the respective Letter of Credit, which
amount shall be paid from the remarketing proceeds of the
respective Letter of Credit Backed PC Bonds in accordance with
the terms of the respective Indenture.

* No Bonds Option:

With respect to each Letter of Credit Issuing Bank and the
related Banks, if any, in the event that neither the Purchase
Option nor the Remarketing Option, as applicable, can be
consummated or the respective series of Letter of Credit Backed
PC Bonds are redeemed on or prior to the Effective Date as a
result of the expiration of the respective Letter of Credit or
otherwise, then either:

(1) a Class 4e Claim of such Letter of Credit Issuing Bank and
the applicable Banks, if any, would be converted to a Class 4f
Claim in an amount equal to the amount due by the Debtor under
the terms of the respective Reimbursement Agreement as
reimbursement for amounts paid by such Letter of Credit Issuing
Bank under its respective Letter of Credit to the Bond Trustee
for the payment of the principal portion of the redemption price
of the related series of Letter of Credit Backed PC Bonds or

(2) if

(a) the Letter of Credit Issuing Bank maintains its Letter of
     Credit outstanding in its initial stated amount through the
     Effective Date and does not provide the Trustee with notice
     of default under its Reimbursement Agreement or
     nonreinstatement of its Letter of Credit or take any other
     action which would result in the redemption, either in
     whole or in part, of the outstanding Letter of Credit
     Backed PC Bonds without the prior written consent of the
     Debtor, and

(b) the Letter of Credit Issuing Bank and each of the related
     Banks, if any, take all action reasonably required by the
     Debtor to keep the Letter of Credit Backed PC Bonds
     outstanding and to facilitate either the Purchase Option or
     the Remarketing Option, as applicable, including, without
     limitation, giving direction to the Trustee, providing
     commercially reasonably indemnification to the Issuer and
     Trustee, and using their best efforts to consummate the
     proposed amendments to the terms of the Letter of Credit
     Backed PC Bonds as set forth herein and to consummate
     either the Purchase Option or the Remarketing Option as
     applicable, so as to maintain for the Debtor the benefits
     of the tax-exempt financing provided by the related series
     of Letter of Credit Backed PC Bonds,

     then in the event that the Letter of Credit Backed PC Bonds
     are redeemed on or prior to the Effective Date for reasons
     beyond the control of the Letter of Credit Issuing Bank,
     either the Letter of Credit Issuing Bank will receive

  (A) (x) Cash in an amount equal to 60% of the principal
          portion of the redemption price of the redeemed Letter
          of Credit Backed PC Bonds paid out of a draw on the
          respective Letter of Credit, and

      (y) Long-Term Notes having an aggregate face value equal
          to 40% of the principal portion of the redemption
          price of the redeemed Letter of Credit Backed PC Bonds
          paid out of a draw on the respective Letter of Credit,
          plus a placement fee in an amount equal to 1.5% of the
          aggregate principal amount of such Long-Term Notes, or

  (B) at the option of the Letter of Credit Issuing Bank, the
      reimbursement for the principal portion of the redemption
      price of the redeemed Letter of Credit Backed PC Bonds
      paid out of a draw on the respective Letter of Credit
      shall be paid on the Effective Date through a combination
      of Cash and long-term notes upon terms equivalent to the
      Cash, Long-Term Notes and other consideration provided for
      treatment of Class 5 unsecured creditors.

                  Class 4f -- Prior Bond Claims

Under the Second Amended Joint Plan, Class 4f - Prior Bond
Claims is no longer an impaired class but one of the unimpaired
classes. Because certain holders of Prior Bond Claims may
believe that Class 4f is impaired by the Plan, to avoid delaying
the voting process, holders of Prior Bond Claims are being
solicited to vote on the Plan as a precautionary measure so that
the voting results will be available if it is determined by the
Bankruptcy Court that such Class is impaired. The Debtor
reserves the right to contest any objection to the unimpaired
status of this Class.

Each Allowed Prior Bond Claim will be reinstated and rendered
unimpaired in accordance with section 1124 of the Bankruptcy
Code.

On the Effective Date one of the following shall occur with
respect to each Prior Reimbursement Agreement and all of the
Allowed Prior Bond Claims arising with respect thereto:

Each holder of an Allowed Prior Bond Claim will be paid Cash in
an amount equal to (i) the outstanding Reimbursement Obligation,
or portion thereof, owing to such holder, (ii) any and all
accrued and unpaid interest owing to such holder in respect of
such Reimbursement Obligation or applicable portion thereof at a
fluctuating rate of interest in accordance with the terms of the
applicable Reimbursement Agreement, and (iii) all other amounts
due and owing to the respective holder of an Allowed Prior Bond
Claim under the terms of the respective Prior Reimbursement
Agreement, through the Effective Date.

- or -

Alternatively, upon the written request of the Debtor, with the
prior written consent of the respective Prior Letter of Credit
Issuing Bank, the related Banks and each of the other holders of
Allowed Prior Bond Claims related thereto, each such holder of
an Allowed Prior Bond Claim will be paid Cash in an amount equal
to (i) any and all accrued and unpaid interest owing to such
holder in respect of the Reimbursement Obligation or applicable
portion thereof owing to such holder at a fluctuating rate of
interest in accordance with the terms of the applicable
Reimbursement Agreement, and (ii) all other amounts (other than
the Reimbursement Obligation or applicable portion thereof) due
and owing to the respective holder of an Allowed Prior Bond
Claim under the terms of the respective Prior Reimbursement
Agreement, through the Effective Date and (iii) 60%.

On the Effective Date, the applicable Prior Letter of Credit
Issuing Bank, the related Banks and any other holders of Allowed
Prior Bond Claims related thereto shall sell, transfer and
assign to the Debtor or its assignee, all of the Prior Letter of
Credit Issuing Bank's, the applicable Bank's, and all of the
related Allowed Prior Bond Claim holder's rights, title and
interest in the applicable Prior Reimbursement Agreement,
including, but not limited to, the right to receive repayment of
the related Reimbursement Obligation, together the right to
receive payment of interest thereon as set forth in the
applicable Prior Reimbursement Agreement, free and clear of all
liens.

In such event, on the Effective Date, the Debtor or its assignee
shall purchase from the Prior Letter of Credit Issuing Bank, the
related Banks and the holders of the related Allowed Prior Bond
Claims, all of their rights, title and interest in the
applicable Prior Reimbursement Agreement for a purchase price in
Cash in an amount equal to the respective Reimbursement
Obligation. All of the documents related to the transfer and
sale of rights under the Prior Reimbursement Agreement shall be
in form and content satisfactory to the Debtor, the Prior Letter
of Credit Issuing Bank, the related Banks and each of the other
holders of Allowed Prior Bonds Claims related thereto.

            Estimated Aggregate Amount of Allowed Claims

Such amount for Class 3a -- Secured Claims Relating to First and
Refunding Mortgage Bonds -- has been amended from $3,310 million
to $2,976 million.

With this amendment, the Estimated Aggregate Amount of Allowed
Claims in all classes in the Second Amended Disclosure Statement
are as follows:

Administrative Expense Claims                        $1,300 mil
Professional Compensation and Reimbursement Claims   unknown
Priority Tax Claims                                  $54 mil

Class 1    Other Priority Claims                     Nominal
Class 2    Other Secured Claims                      Nominal
Class 3a   Secured Claims Relating to
            First and Refunding Mortgage Bonds        $2,976 mil
Class 3b   Secured Claims Relating to Replaced  )
            First and Refunding Mortgage Bonds   )    $345 mil
Class 4a   Mortgage Backed PC Bond Claims       )
Class 4b   MBIA Insured PC Bond Claims               $200 mil
Class 4c   MBIA Claims                               Nominal
Class 4d   Letter of Credit Backed PC Bond Claims    $610 mil
Class 4e   Letter of Credit Bank Claims              Nominal
Class 4f   Prior Bond Claims                         $450 mil
Class 4g   Treasury PC Bond Claims                   $80 mil
Class 5    General Unsecured Claims                  $4,570 mil
Class 6    ISO, PX and Generator Claims              $1,070 mil
Class 7    ESP Claims                                $420 mil
Class 8    Environmental, Fire Suppression
            and Tort Claims                           $350 mil
Class 9    Chromium Litigation Claims                $160 mil
Class 10   Convenience Claims                        $60 mil
Class 11   QUIDS Claims                              $310 mil
Class 12   Workers' Compensation Claims              $165 mil
Class 13   Preferred Stock Equity Interests          $430 mil
Class 14   Common Stock Equity Interests             N/A
(Pacific Gas Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PARTS.COM INC: Gets Extension of Notes Payable from 2 Investors
---------------------------------------------------------------
Parts.com, Inc. (OTC Bulletin Board: PART), a marketplace and
software solutions provider for the parts, equipment and supply
industry, announced that more than $859,000.00 in vendor debt
has been settled in full and the Company has received extensions
of notes payable from its two largest investors through April
30, 2002 and December 31, 2002.  Parts.com has also experienced
an increase in its TradeMotion Storefront Product through direct
sales and resellers.

"Parts.com continues to eliminate and address our outstanding
debt obligations which have been an 'ongoing concern' for
sometime," stated Shawn D. Lucas, President and CEO of
Parts.com.  "This debt included the settlement of significant
vendor payables at an average of approximately eleven and half
cents on the dollar; several lawsuits and several default
judgments. Parts.com has also successfully negotiated with its
largest investor an extension of his note payable until December
31, 2002.  Parts.com's second largest investor continues to
extend his notes payables while he awaits the outcome of
Parts.com's negotiations and obligations to the Internal Revenue
Service," concluded Mr. Lucas.

Parts.com has reached a fixed monthly operating cost of
approximately $50,000, while increasing revenues through direct
sales and a significant increase in resellers that are bundling
the TradeMotion products in their offering.  Because of the
settlements, Parts.com believes it may book an extraordinary
gain for 1st quarter 2002 in excess of $660,000.00.  Parts.com
currently has 4,999,999 common shares issued and outstanding.

"Parts.com has witnessed first hand the peaks and valleys of
being a dot com," stated Mr. Lucas.  We have learned that
regardless of your URL; how great your software is; what OE
Manufacturers' endorsements you may have received; and which
Investment Banks are supporting you financially, if you don't
increase parts sales for dealers, you won't increase your own
software sales.  The OE Manufacturers want to sell more OEM
parts, and our dealers are selling up to $80,000 a month each in
OEM parts on-line.  Parts.com's dealers are referring more
business to us than ever before, why?  Because results speak
louder than any marketing piece we could ever put together,"
concluded Mr. Lucas.

Parts.com is securing some additional financing to address the
remaining outstanding vendor payables of approximately $170,000
and Internal Revenue Service 941 Tax obligations of $235,000
excluding interest and penalties.

Parts.com, based in Sanford, Florida, provides business-to-
business electronic commerce software and parts procurement
platform provider.  The Company's e-procurement solutions enable
corporations to use electronic automation to streamline business
transactions and reduce costs.  In addition to automating
existing relationships between buyers and seller, Parts.com also
provides a marketplace where buyers and sellers can conduct
transactions electronically.


PHILIPS: May Delay Liquidation Plan Due to Kmart Leases Status
--------------------------------------------------------------
Philips International Realty Corp. (NYSE:PHR), a real estate
investment trust, announced that its four properties with
operating Kmart stores (Sacramento, CA, Atwater, CA, McHenry, IL
and Hopkinsville, KY) are not affected by Kmart's recent
announcement of store closings.

Kmart is operating under the protection of Chapter 11 of the
Bankruptcy Code, and the Court approved the cancellation of the
Kmart lease at the Company's remaining property, located in
Reedley, California, in January.

Although none of the Company's remaining Kmart stores were
targeted for closure, there can be no assurance that Kmart will
not seek to cancel additional leases while it is in bankruptcy.
Recently, the Company objected to Kmart's request for an
extension of the 60-day period in which the debtor must assume
or reject leases under the Bankruptcy Code. Kmart was seeking an
extension on all remaining leases through July 2003, and the
courts generally grant such significant extensions. As to the
Company's Kmart leases, the Court approved an agreement with
Kmart that all leases which have not been assumed or rejected on
or before September 30, 2002 will be subject to certain
protections from October 1, 2002 through January 15, 2003 which,
among other things, precludes store closings during this period.
In addition, the Court set March 31, 2003 as the deadline for
Kmart to assume or reject the Company's leases, without
prejudice to the right of the debtor to seek further extension.

As a result of the uncertainty pertaining to the ultimate status
of the Kmart leases, the Company expects a continued delay in
the completion of its plan of liquidation. Also, the potential
impact on the proceeds from sales of the Company's remaining
five properties and the Company's target of approximately $18.25
of aggregate liquidating distributions to shareholders cannot
currently be evaluated. The uncertainty that continues to
surround Kmart could impede the Company's ability to achieve
prompt sales of its remaining assets at acceptable prices.

On October 10, 2000, the Company's stockholders approved the
plan of liquidation, which at that time was estimated to
generate approximately $18.25 in the aggregate in cash for each
share of common stock in two or more liquidating distributions.
To date, a total of $15.25 per share has been distributed. The
Company's five remaining assets are currently being offered for
sale.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (g) providing subsequent distribution services as required.

Poorman-Douglas assures the Court that its fees and compensation
arrangements are as favorable as the [undisclosed] prices
Poorman charges in similar cases.

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


POLAROID: Gets Green-Light to Hire Groom Law as Special Counsel
---------------------------------------------------------------
Judge Walsh authorizes Polaroid Corporation and its debtor-
affiliates to employ and retain Groom Law Group, Chartered as
special counsel on employee benefit matters, nunc pro tunc to
November 19, 2001, instead of the requested October 12, 2001
effective date.

Groom will provide the Debtors legal services on employee
benefit matters arising from the Chapter 11 cases only. Groom
has a wide experience representing debtors on employee benefits
matters like the cases of:

    - Stone & Webster, Inc.
    - Sterling Chemical Holdings, Inc.
    - Montgomery Ward Holding Corp.
    - Continental Airlines, Inc.
    - Westmoreland Coal Corp.
    - New Valley Corp.

To compensate the services rendered, Groom will charge the
Debtors on an hourly basis in accordance with Groom's
established billing practices and procedures. The rates of those
who will render the services are:

  Principals     Hourly Rate       Non-Principals    Hourly Rate
  ----------     -----------       --------------    -----------

    Groom          $ 560             Hanrahan          $ 435
    Ell              495             McAllister          435
    Ford             495             Thrasher            400
    Mazawey          495             Daines              355
    Saxon            495             Valer               340
    Gallargher       495             Anillo              330
    Scallet          480             Prame               320
    Fitzgerald       445             Dold                310
    Lanoff           445             Hogans              310
    Breyfogle        445             Keller              310
    Sherman          415             Napier              300
    Matta            410             Levine              300
    Hassel           405             Tinnes              260
    Gigot            405             Eller               260
    Powell           390             Keene               260
    St. Martin       380             Barone              225
    Evans            380             McRae               225
    Lofgren          370             Boyles              200
    Ufford           370

Other Professionals:

    Imes           $ 175
    Lehmann          145

(Polaroid Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


POP N GO: Working Capital Deficit Tops $2.8MM at Sept. 30, 2001
---------------------------------------------------------------
Pop N Go, Inc. is a Delaware corporation, organized in October
of 1996, for the purpose of conducting a business in the
development, manufacturing, marketing and distribution of a new
line of specialty food service and food vending machine
equipment.

The Company began operations in October 1996 and began shipping
its first product, the Pop N Go Hot Air Popcorn Vending Machine
during the 4th quarter of 1997.

The Company acquired all of the outstanding shares of Nuts to
Go, Inc. in February of 1998, and thereby technology under
development for a hot nuts vending machine, which management
intends to be the Company's second vending machine product. The
Company has carried on development of this technology in Pop N
Go, Inc. Nuts to Go, Inc. is currently an inactive subsidiary
without assets or activities. The Company estimates, although it
cannot assure, that it may introduce this second product, the
"Hot Nuts" vending machine, during the second quarter of 2002.

In July 1998 the Company amended its Articles of Incorporation
to split its outstanding stock on an 1850 for one basis.

In July of 2001, the Company acquired Branax, LLC, a development
stage company which had developed a variety of single serving
packaged flavorings for use on popcorn and other snack foods.

The Company incurred a net loss of $3,736,350 for the year ended
September 30, 2001 as compared to a net loss of $3,211,483 for
the year ended September 30, 2000.  This loss represents a loss
from operations of $3,293,332 and $3,127,261 for the years ended
September 30, 2001 and 2000, respectively.  The net loss also
includes interest expense and other income totaling $443,018 and
$83,021 for the years ended September 30, 2001 and 2000,
respectively.

Total revenues for the year ended September 30, 2001 were
$238,062 as compared to $537,714 for the year ended September
30, 2000.  This represents a decrease in revenues of 55.7% over
the same period in the prior year.  This decrease was primarily
due to a reduction in popcorn machine sales during 2001 as the
Company transitioned its sales focus to owning and operating
machines for its' own account.

Total cost of goods sold for the year September 30, 2001 was
$570,597 as compared to $536,000 for the year ended September
30, 2000.  The gross profit on the equipment sales went from .3%
for the year ended September 30, 2000 to  -140% for the year
ended September 30, 2001.  This decrease in the gross profit
percent was primarily caused by the reduction in total sales
while the Company's fixed costs were relatively constant.

As of September 30, 2001, the Company had cash and cash
equivalents of $90,874 as compared to cash and cash equivalents
of $57,742 as of September 30, 2000. At September 30, 2000, the
Company had a working capital deficiency (total current
liabilities in excess of total current assets) of $904,604 as
compared to a working capital deficiency of $2,804,382 as of
September 30, 2001.  Net cash used in operating activities was
$1,396,414 for year ended September 30, 2001 and $1,514,841 for
the year ended September 30, 2000.  Net cash from financing
activities was $1,539,546 for year ended September 30, 2001, as
compared to $1,444,255 for the year ended September 30, 2000.
The principal use of cash for the year ended September 30, 2001
was to fund the net loss from operations for the period.  The
Company raised a total of $1,539,546 from the issuance of common
stock, net of stock issuance costs, loan from a private lender
and the issuance of convertible debentures during the year ended
September 30, 2001, and this was used to fund the net loss from
operations.

The foregoing circumstances has prompted the Company's
independent auditors, Singer Lewak Greenbaum & Goldstein LLP of
Los Angeles, in their Auditors Report of February 5, 2001, to
say, among other things:  "[T]he Company's accumulated deficit
was $11,424,541 as of September 30, 2001. Recovery of the
Company's assets is dependent upon future events, the outcome of
which is indeterminable. In addition, the Company is in default
on numerous of its debt obligations.  These factors, among
others, as discussed in Note 2 to the consolidated financial
statements, raise substantial doubt about the Company's ability
to continue as a going concern."


PROXITY DIGITAL: Files Form 15 with Securities & Exchange Comm.
---------------------------------------------------------------
Proxity Digital Networks, Inc. (Pink Sheets: PDNW), formerly
CasinoBuilders.com, Inc., announced it filed a form 15 with the
Securities and Exchange Commission pulling the original form
10SB filed by CasinoBuildes.com, Inc.

Because of the complexity of its business plan and changes in
the Company since the filing of the Form 10SB,
CasinoBuilders.com, Inc. elected to file a Form 15 with the
Securities and Exchange Commission on Friday, March 8, 2002. The
Company is withdrawing its Registration Statement at this time
pending financial statement audits and consolidation of its
recent acquisitions.

"By completing the companies restructuring and finalizing the
audits of all of its acquisitions. The company has completely
changed its direction and bears no resemblance the former
company CasinoBuilders.com, Inc. We feel the approval time to be
trading on the Bulletin Board and subsequently on one of the
major exchanges once we qualify will be much quicker by filing
the registration statements with the new company," said Billy
Robinson, CEO of Proxity Digital Networks, Inc.

Proxity Digital Networks, Inc., (OTC Pink Sheets: PDNW) is a New
Orleans based integrated entertainment and technology company.
PDNW's recent acquisitions now include Proxity, Inc., --
http://www.proxity.com-- a leading global provider of end-to-
end online solutions for the small-to-midsize e-business market
and Neighborhood Access Corp owner of -- http://www.goez.net--
Proxity and Neighborhood Access Corp. are headquartered in Costa
Mesa, CA. PDNW also has acquired Trivia Group, Inc. owner of --
http://www.triviaspot.comand http://www.funtrivia.com-- and
Computer Support Associates, Inc. --
http://www.csa-solutions.com-- based in New Orleans, LA and
dotNow.com, Inc. -- http://www.dotnow.com-- an ISP based in Des
Moines, Iowa.

                         *   *   *

As previously reported in the Troubled Company Reporter, Proxity
Digital's Letter of Intent to sell Computer Support Associates,
Inc., for $2.5 million was canceled.

According to the TCR report on February 28, 2002, Sectec, Inc.
security software and VPN Software notified Proxity Digital that
it is canceling the Letter of Intent to purchase CSA. CSA is
currently in Chapter 11. PDNW said that the value in the
$380,000,000 GSA 1 contract is far greater than the $2.5 million
that it would have received for the sale of the company. In
addition, PDNW planned to present a reorganization plan to the
bankruptcy court sometime in the next several weeks. The court
must approve a reorganization plan that settles the claims with
creditors.


SEPRACOR INC: FDA May Not Approve Application for SOLTARA Brand
---------------------------------------------------------------
Sepracor Inc. (Nasdaq: SEPR), on March 7, 2002, announced that
it was informed by the U.S. Food and Drug Administration on
March 6, 2002, that it intends to issue a "not approvable"
letter for the New Drug Application (NDA) for SOLTARA(TM) brand
tecastemizole 15 mg and 30 mg capsules. A "not approvable"
letter is issued if the FDA believes that the application
contains insufficient information for an approval action.

The FDA identified three issues that are not adequately
addressed in light of certain aspects of the drug's
pharmacokinetics and potential for accumulation in tissue. Two
of the issues pertained to observations from safety studies in
animals that were not observed in humans: phospholipidosis (an
adaptive storage response to drug administration) and
cardiomyopathy (a pathologic condition of the heart muscle). A
third issue concerned the need for additional assurance of the
absence of any potential for QTc prolongation (an effect on
electrical impulse conduction in the heart).

It is Sepracor's interpretation of the FDA's concerns that, as a
result of tecastemizole's long terminal elimination phase in
both normal and cardiac-compromised patients, a review of the
kinetic data in man suggests Separcor's safety evaluations were
not of sufficient duration to provide adequate safety data at
tissue steady-state.

Due to SOLTARA's extended elimination phase, the FDA also
concluded that additional evaluation of tissue concentrations of
the drug after prolonged exposure were needed to quantify the
potential for tecastemizole accumulation in target organs. The
Company has requested a meeting with the FDA to discuss the
requirements for resolution of identified issues concerning the
NDA.

"This communication comes as a major disappointment, as we
believed throughout the process that we would receive an
approvable letter," said Timothy J. Barberich, Chairman and
Chief Executive Officer. "We are re-evaluating our operations to
take account of this material development and will communicate
further when we have clarification from the FDA, and have
decided how to proceed. We had anticipated that SOLTARA would
account for a significant part of our revenues in 2002 and
beyond. However, at this point it is unlikely that SOLTARA will
be commercialized for at least a year, and our guidance is
therefore to remove both the revenue and expense associated with
this product from financial models."

The company develops and commercializes new, patented forms of
existing pharmaceuticals by purging them of nonessential -- or
even deleterious -- molecules. Compared to their traditional-
compound counterparts, Sepracor's products (called improved
chemical entities, or ICEs) can reduce side effects, provide new
uses, and improve safety, performance, and dosage. Sepracor
focuses its ICE efforts on gastroenterology, neurology,
psychiatry, respiratory care, and urology. The firm is also
developing its own new drugs to treat infectious diseases and
central nervous system disorders. The company reported that at
September 30, 2001, it had a total shareholders' equity deficit
of about $227 million.


SERVICE MERCHANDISE: 7 Lessors Want Shorter Lease Decision Time
---------------------------------------------------------------
Seven Landlords of Service Merchandise Company, Inc., and its
debtor-affiliates ask the Court to shorten the period for the
Debtors to assume or reject their Leases to July 30, 2002:

Landlord               Store Location
--------               --------------
Heritage Realty        Store No. 271
Management, Inc.       Riverchase Village, Birmingham, Alabama

Delta & Delta          Store No. 229
Realty Trust           Salem Plaza, Salem, New Hampshire

Colonial Plaza         Store No. 109
Partners, LP           Colonial Plaza, Ft. Myers, Florida

IRT Property Co.       Store No. 294
                       Village at Northshore, Slidell, Louisiana

Venture Colerain LLC   Store No. 39
                      Colerain Shopping Center, Cincinnati, Ohio

Melaver, Inc.          Store No. 157
                       Abercorn Plaza, Savannah, Georgia

R-C Properties, Inc.   Store No. 78
                       Woodhill Circle, Lexington, Kentucky

Robert C. Goodrich, Jr., Esq., at Stites & Harbison, PLLC, in
Nashville, Tennessee, tells Judge Paine that the request is only
proper given than the Debtors are now in the process of
liquidation instead of reorganization and anticipates that most
of its stores will be "dark" by May 31, 2002.

The Landlords complain that the present deadline for the Debtors
to assume or reject leases, which is until plan confirmation --
is too long.

Mr. Goodrich explains that "dark" stores are injurious to
shopping center owners, more specially to Heritage as the
Debtors are anchor tenants.

In the motion of the Debtors to sell the " Designation Rights,
the Debtors request for allowance of "go-dark" period. If such
is approved, Mr. Goodrich contends that Heritage faces the
prospect of having no operating business in the anchor tenant
location for the holiday season of 2002 and beyond.

Accordingly, Mr. Goodrich asserts that the Debtors must make a
decision on the lease promptly given these factors:

  (a) whether the lease is the primary asset of the Debtor;

  (b) whether the lessor has a reversionary interest in the
      building built by the debtor on the landlord's land;

  (c) whether the debtor has had time to intelligently appraise
      its financial situation and the potential value of its
      assets in terms of the formulation of a plan;

  (d) whether the lessor continues to receive the rent required
      in the lease;

  (e) whether the lessor will be damages beyond the compensation
      available under the Code due to the debtor's continued
      occupation;

  (f) whether the case in exceptionally complex and involves a
      large number of leases;

  (g) whether the need exists for a judicial determination of
      whether the lease is disguised as a security interest;

  (h) whether the debtor has failed or is unable to formulate
      a plan when it has had more than enough time to do so; and

  (i) any other factors bearing on whether the debtor has had
      a reasonable amount of time in which to decide whether
      to assume or reject the lease. (Service Merchandise
      Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


SIMON TRANS.: Bidder Intends to Preserve Current Operations
-----------------------------------------------------------
On Monday, March 11, 2002, Simon Transportation Services Inc.
(Nasdaq: SIMNQ) and its subsidiary, Dick Simon Trucking, Inc.
issued a press release regarding a potential bid from Central
Freight Lines, Inc. for the acquisition of substantially all of
the business and assets of the Company.

With regard to these matters, Chief Executive Officer, Jon
Isaacson stated, "We are very pleased with these positive
developments in our bankruptcy proceedings.  We believe that
these efforts and ultimately, the successful sale of the assets
and related operations of the Company will insure our ability to
continue to provide high quality service to our customers and
preserve more employment opportunities for current employees.
We have been informed by representatives of Mr. Moyes and
Central Freight that it is their intent (if successful in their
bid) to continue the Company's temperature controlled operations
and operate the acquired assets and operations separately from
Central's other operations.  There should be no confusion about
our intention to continue operating and to pursue a sale that
will keep the business intact.  We are making every effort
possible to make certain we are able to continue to serve our
customer base and provide great jobs for our employees.  Any
contrary interpretation of the March 11, 2002 press release
would be incorrect.  Our customers and our employees are
critical to our future and looking out for their welfare is
paramount in our efforts.  We also believe that these
developments will be to the benefit of our creditors in the
bankruptcy proceedings."

Simon Transportation is a truckload carrier providing
nationwide, predominantly temperature-controlled transportation
services for major shippers.


SUN COUNTRY: Wins Nod to Secure $1.5MM Loan from MN Airlines
------------------------------------------------------------
A judge in the United States Bankruptcy Court, District of
Minnesota, granted a motion to allow a new investor group, MN
Airlines, LLC, to immediately provide a $1.5 million debtor in
possession financing loan to Sun Country Airlines.

Sun Country converted its involuntary Chapter 7 bankruptcy case
to a voluntary Chapter 11 reorganization on Tuesday in order to
attain the new financing and move forward with a proposed asset
sale.

Also Wednesday, Judge Nancy Dreher granted a separate motion for
use of cash collateral by Sun Country.

The two motions added to the positive momentum from yesterday's
bankruptcy proceedings where the court gave U.S. Bank, the
airline's lender and only secured creditor, the ability to sell
certain assets to the MN Airlines for $2.9 million and also
begin selling the other unwanted assets to other purchasers.
This motion was a condition by MN Airlines before it would
provide the $1.5 million loan to Sun Country.

With Wednesday's court approval for MN Airlines to lend Sun
Country money, MN Airlines is now moving forward with an
application to the U.S. Department of Transportation and Federal
Aviation Administration for an exemption to allow Sun Country to
continue flights under its existing operating certificate, while
it awaits final approval of the certificate transfer to the new
ownership. The application for exemption is expected to take two
to three weeks, while final approval could take 60 to 90 days.

"After a lengthy search for new investors, we have been able to
successfully convert to a Chapter 11 reorganization and have had
back to back victories in court that will allow this company to
recapitalize and move forward," said David Banmiller, President
and CEO of Sun Country Airlines. "Throughout this process, we
have refused to give up and today it is clear that the fight was
worthwhile. Sun Country will be able to continue to serve
customers with quality, affordable airfares to popular leisure
destinations."

With service to 12 cities, the airline recalled about 130
pilots, flight attendants, mechanics and customer service agents
to operate the new schedule, which will initially utilize four
airplanes with continued growth planned for the future.

Sun Country's spring schedule includes service to Dallas,
Denver, Ft. Myers, Laughlin, Miami, Minneapolis/St. Paul,
Orlando, Pensacola, Phoenix, Portland, San Antonio and Seattle.

To make a new reservation on Sun Country Airlines, call 1-800-
FLY-N-SUN (1-800-359-6786) or your local travel agent.


TECSTAR: Secures Court Nod to Engage Reed Smith as Co-Counsel
-------------------------------------------------------------
Tecstar, Inc. and its debtor-affiliates obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to retain
Reed Smith LLP as their co-counsel in these chapter 11 cases
effective as of the Petition Date.

As Co-Counsel, Reed Smith is expected to:

     a) provide legal advise with respect to the Debtors' powers
        and duties as Debtors-in-possession in the continued
        operation of their business and management of its
        property;

     b) prepare on behalf of the Debtors all necessary
        application, motions, answers, orders, reports and other
        legal papers;

     c) appear in the court to protect the interest of the
        Debtors and their estate;

     d) advise on local practices and procedures and
        determinative case law within the jurisdiction; and

     e) such other tasks and duties that the Debtors request
        that are reasonable, not duplicative of the services
        provided by Irell & Manella LLP and are both
        economically and more efficiently performed by local
        counsel.

The customary hourly rates by which the Debtors have agreed to
pay Reed Smith are:

          paralegals          $40 to $240
          associates          $140 to $370
          partners            $245 to $545

The hourly rates for the professionals that will be primarily
responsible for Reed Smith's representation of the Debtors are:

     Paralegal: Kelly Gordon           $145
     Paralegal: John Lord              $145
     Associate: Jennifer A.L. Kelleher $250
     Partner:   Tobey M. Daluz         $365

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. Along
with Tobey M. Daluz, Esq. at Reed Smith LLP, Jeffrey M. Reisner
at Irell & Manella LLP represent the Debtors in their
restructuring efforts. 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.


TELSCAPE INT'L: Look for Schedules & Statements by April 1, 2002
----------------------------------------------------------------
Telscape International, Inc and its debtor-affiliates sought and
obtained an extension of the time within which they must file
their schedules of assets and liabilities, statements of
financial affairs, lists of equity security holders, and lists
of executory contracts and unexpired leases.  The U.S.
Bankruptcy Court for the District of Delaware gives the Debtors
until April 1, 2002 to complete their Statements and Schedules.

Telscape International is a leading integrated communication
providers serving the Hispanic markets in the United States,
Mexico and Central America, offering local and long distance
telephone, internet and pre-paid calling card services. The
Company filed for Chapter 11 petition on April 27, 2001 in the
District of Delaware. Brendan Linehan Shannon at Young, Conaway,
Stargatt & Taylor and Victoria Watson Counihan at Greenberg
Traurig, LLP represent the Debtors in their restructuring
efforts.


TRANS ENERGY: Court Enters Permanent Injunction Against Company
---------------------------------------------------------------
In September 2001, the Securities and Exchange Commission filed
a civil action in the United States  District Court for the
District of Columbia  (Civil Action No. 1:01CV020060) against
Trans Energy, Inc. and two of its directors, Loren E. Bagley and
William F. Woodburn.  The complaint alleged violations of the
anti-fraud and reporting provisions of the federal securities
laws in connection  with press releases, wesbite postings, and
Commission filings.   The Commission's complaint sought
injunctive relief and civil penalties.

Also in September 2001, Mr. Bagley resigned as the Company's
President and Chief Executive Officer,  and Mr. Woodburn
resigned as Vice President, although he continues as Secretary
and Treasurer.  Mr. Bagley was appointed as a Vice President and
Robert L. Richards was elected as the new President,  Chief
Executive Officer and a director.

On February 26, 2002, the District Court entered a permanent
injunction against the Company, Mr. Bagley, and Mr. Woodburn,
permanently enjoining them from future violations of the
Securities  Exchange Act of 1934 and certain rules promulgated
thereunder.  The Court also ordered Messrs.  Bagley and Woodburn
to each pay a $20,000 civil penalty.  The Company, Mr. Bagley
and Mr. Woodburn consented to entry of the permanent injunction
and the imposition of civil penalties without admitting or
denying the Commission's allegations.

Trans Energy, Inc. is primarily engaged in the transportation,
marketing and production of oil and natural gas and also
conducts exploration and development activities. The Company
owns an interest in oil and gas wells in West Virginia, owns and
operates oil wells in Wyoming, and owns an interest in several
oil wells in Wyoming that it does not operate. At September 30,
2001, the company reported an upside-down balance sheet with a
total shareholders' equity deficit of about $1.4 million.


USG CORP: Will Be Honoring $12 Million Environmental Obligations
----------------------------------------------------------------
Judge Newsome enters an order authorizing USG Corporation and
debtor-affiliates to conduct the Environmental Response
Activities at an aggregate cost to the Debtors not to exceed $12
million from January 1, 2002 various sites, including:

                  Superfund Responsibilities

Site Name     USG Entity      Location        Description
---------     ----------      --------        -----------
Cherokee      USG Interiors  Charlotte, NC    Groundwater
                                              Contamination

Commencement  USG Interiors  Tacoma, WA       Sediment
Bay                                           Contamination

Dirt Roads    United States  Jersey City, NJ  Soil &
               Gypsum Company                 Groundwater

Duane Marine   La Mirada     Perth Amboy, NJ  Drums &
Salvage        ProductsCo,Inc                 Surface Clean

D'Imperio      La Mirada     Hamilton, NJ     Groundwater
                                              Contamination

ECC/Third Site La Mirada     Zionsville, IN   Soil &
                                              Groundwater

Ewan Durabond  La Mirada     Shamong, NJ      Groundwater
                                              Contamination

Four County    USG           DeLong, IN       Landfill Closure

Lightman Yard  La Mirada     Winslow, NJ      Soil & Groundwater
                                              Contamination

Northside Sanitary
Landfill       La Mirada     Zionsville, NJ   Drum, Surface
                                                Water
                                              Groundwater & Soil
                                              Contamination

Ohio Drum      USG           Cleveland, OH    Unknown
Reconditioning

Operating                    Monterey Park,   Soil & Groundwater
Industries,    USG Corp.     CA.              Contamination
Inc.

Spectron, Inc. USG Interiors Elkton, MD       Drum Disposal,
                                                  Soil
                                              & Groundwater
                                                  Cont.

                  RCRA Off-Site Responsibilities

Corsicana      USG Interiors                  Landfill Closure

Linthicum      USG Interiors                  Groundwater
                                              Remediation

Red Lion       USG Interiors                  Groundwater
                                              Remediation

Tacoma         USG Interiors                  Post-Closure
                                              Monitoring

Tacoma         USG Interiors                  Soil Remediation

Unimast        United States Gypsum Co.       Soil Remediation

Wabash         USG Interiors                  Waste Handling
                                              Equipment

                  RCRA On-Site Responsibilities

AMC Westlake   USG Interiors                  Soil & Groundwater
                                              Contamination

Boston         United States Gypsum Co.       Soil & Groundwater
                                              Contamination

Jacksonville   United States Gypsum Co.       Groundwater
                                              Contamination

LaMirada       United States Gypsum Co.       Groundwater
                                              Remediation

Midland        United States Gypsum Co.       Landfill Closure

Plaster City   United States Gypsum Co.       Soil Remediation

Plaster City   United States Gypsum Co.       Environmental
                                               Study
                                               (EIR)

Sperry         United States Gypsum Co.       Landfill Closure
(USG Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


W.R. GRACE: Asks Court to Fix August 1 General Claims Bar Date
--------------------------------------------------------------
W. R. Grace & Co., and its debtor-affiliates ask Judge
Fitzgerald to establish two deadlines in these chapter 11 cases
by which creditors must file proofs of claim or be forever
barred from asserting a claim against the estates:

  (A) August 1, 2002, as the last day by which holders of
      Zonolite Attic Insulation Claims must file a proof of
      claim.

      Zonolite Attic Insulation Claims are all claims
      against the Debtors as of the time immediately preceding
      the bar date that relate to the cost of removal,
      diminution of property value, or economic loss caused by
      the presence of ZAI manufactured by the Debtors; and

  (B) November 1, 2002, as the last day by which holders of
      asbestos property damage claims and all non-asbestos
      claims must file a proof of claim.

      Asbestos Property Damage Claims are all claims against the
      Debtors as of the time immediately preceding the bar date
      that relate to the cost of removal, diminution of property
      value or economic loss caused by asbestos in products
      manufactured by the Debtors or from vermiculite mined,
      milled, or processed by the Debtors, other than ZAI claims
      separately categorized.

      Non-Asbestos Claims are all claims against the Debtors as
      of the time immediately preceding the bar date other than
      Asbestos Personal Injury Claims, Asbestos Property Damage
      Claims, and ZAI Claims, or Settled Asbestos Claims.

The Debtors do not seek a bar date and no proof of claim should
be filed for claims for administrative expenses in any of the
Debtors' chapter 11 cases.

This is a renewed motion in W.R. Grace's cases.  The first
request, asking that the Court fix a bar date for filing
asbestos-related personal injury claims, devolved into
thermonuclear litigation.  The Debtors incorporate their
original Motion and all pleadings and documents filed in
relation to that Motion by reference in this renewed, but
narrower, Motion. (W.R. Grace Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Sept. 30 Trial Date Set re Sealed Air Transaction
-------------------------------------------------------------
Sealed Air Corporation (NYSE-SEE) provided an update on
developments in the W. R. Grace & Co. bankruptcy proceeding. The
developments relate to the 1998 transaction that brought the
former Sealed Air Corporation and the Cryovac packaging business
of W. R. Grace & Co. under the common ownership of the Company.
As previously indicated, the Company has been expecting these
developments.

The U.S. Bankruptcy Court for the District of Delaware has
modified its May 3, 2001 order that stayed filed or pending
actions against the Company to include all similar present and
future cases that may be filed and served on the Company.

The Court overseeing the Grace bankruptcy proceeding has also
entered an order setting a date of September 30, 2002 for trial
of various aspects of fraudulent transfer allegations involving
the 1998 transaction.  This trial is part of resolving these
matters in the Grace bankruptcy proceeding.

The Company believes that the 1998 transaction was not a
fraudulent transfer.  It was an arms-length transaction designed
to create a leading worldwide packaging company. The Company
welcomes the opportunity to resolve these issues in as timely a
fashion as possible.

Sealed Air Corporation is a leading global manufacturer of a
wide range of food, protective and specialty packaging materials
and systems, including such widely recognized brands as Bubble
Wrap(R) air cellular cushioning, Jiffy(R) protective mailers and
Cryovac(R) food packaging products. For more information about
Sealed Air Corporation, please visit the Company's Web site
http://www.sealedair.com


WESTERN INTEGRATED: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Western Integrated Networks, LLC
             Colorado Center Tower Two
             Suite 2-800
             2000 South Colorado Boulevard
             Denver, Colorado 80222

Bankruptcy Case No.: 02-13043

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Western Integrated Network Holdings, LLC   02-13044
     Cablexpress, Inc.                          02-13045
     Western Integrated Networks of California
      Operating, LLC                            02-13051
     Western Integrated Networks of Colorado
      Operating, LLC                            02-13048
     Western Integrated Networks of Sacramento
      Purchasing, LLC                           02-13047
     Western Integrated Networks of
      Texas GP LLC                              02-13050
     Western Integrated Networks of Texas
      Operating, LP                             02-13049
     Western Integrated Networks of Los Angeles
      Operating, LLC                            02-13046

Chapter 11 Petition Date: March 11, 2002

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Douglas W. Jessop, Esq.
                  Jessop & Company, P.C.
                  303 E. 17th Ave.
                  Suite 930
                  Denver, Colorado 80203
                  303-860-7700

Estimated Assets: More than $100 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bechtel                     Trade                  $5,540,492
Telecommunications
Joe Scarpino
7215 Corporate Drive
Frederick, Maryland 21703
303-486-6150

Philips Digital Networks    Trade                  $4,220,349
Helmut Gehle
1000 West Maude Avenue
Sunnyvale, California 94085-2810
408-617-4867

Aspen International Cable   Trade                  $2,406,970
Corp
PO Box 12486
Salem, OR 97309-7741

Commscope                   Trade                  $2,086,315
5690 DTC Boulevard
Suite 370E
Englewood, Colorado 80111

Avaya Inc.                  Trade                  $2,048,772
Roxanne Burke
Oklahoma Customer Care
Center
14400 Hertz Quail Springs
Parkway
Oklahoma City, OK 73134
800-426-2455

Bechtel                     Trade                  $2,036,654
Telecommunications
Joe Scarpino
7215 Corporate Drive
Frederick, Maryland 21703
303-486-6150

Cablecom Inc.               Trade                  $1,241,891
6792 Tribble Street
Lithonia, Georgia 30058

Harmonic Inc.               Trade                  $1,232,733
Marty McFarland
PO Box 3775
Sunnyvale, California 94089
408-542-2673

Harmonic Inc.               Trade                  $1,135,916
Marty McFarland
PO Box 3775
Sunnyvale, California 94089
408-542-2673

Scientific Atlanta Inc.     Trade                    $722,349
Charles
PO Box 100271
Atlanta, Georgia 30384
770-236-5703

Tyco Electronics            Trade                    $524,625
Rick Powell
8000 Purfoy Road
Fuquay Varina, NC 27528
303-904-9122

International Fibercom Inc. Trade                    $465,291
Stephanie Benson
1421 Richards Boulevard
Sacramento, California 95814
916-482-8833

Canal + US Technologies     Trade                    $462,923
Bo Kearns
20230Steven Creek
Boulevard Suite C
Cupertino, California 95014
408-961-4017

Avnet Inc.                  Trade                    $454,040
1400 South Colorado
Boulevard
Denver, Colorado 80222
303-758-7563


WINFIRST: Files for Chapter 11 Reorganization in Denver
-------------------------------------------------------
WINfirst, an innovative fiber-to-the-home full-service provider
of high-speed Internet, cable TV, and telephone services,
announced that it filed a voluntary petition for reorganization
under Chapter 11 of U.S. Bankruptcy Code on March 11, 2002. The
filing was made in the U.S. Bankruptcy Court for the District of
Colorado in Denver.

WINfirst has affirmatively filed for Chapter 11 reorganization
citing the collapse of the equity and debt financial markets.
WINfirst will utilize existing resources to continue operating
and growing its business in Sacramento, California during the
reorganization period. Immediate steps WINfirst will take
include implementing a plan to conserve capital by scaling back
new construction, evaluating all aspects of its business plan,
and actively pursuing new investors.

"This is strictly a financial restructure. The operating
dynamics of the business work," stated Frank Casazza, President
and CEO of WINfirst. "We have experienced strong market demand.
The architecture is correct and the technology works. The
customer activation and billing systems work. People love our
products and services and the value associated with our bundled
package offerings. We will continue to operate and build the
network and activate customers. We fully expect to weather the
financial market conditions and emerge from Chapter 11
positioned to move forward successfully."

WINfirst is currently providing high-speed Internet, cable TV,
and telephone services to customers in Sacramento with a
continued commitment to provide quality customer care to
existing customers with no service interruptions. WINfirst will
finish all construction in progress and continue to sell and
activate new customers on the existing network.

WINfirst is building a new fiber-to-the-home residential network
using fiber-optic technology in conjunction with Ethernet
networking standards to break the last-mile bottleneck. WINfirst
will provide the highest quality of customer service and choice,
the convenience of one-stop shopping for Internet, cable TV and
telephone service and the value of a bundled-service offering.
For more information about WINfirst, visit
http://www.winfirst.com


*BOOK REVIEW: The Oil Business in Latin America: The Early Years
----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.

                          *********

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-
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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
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contained herein is obtained from sources believed to be
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The TCR subscription rate is $625 for 6 months delivered via e-
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                     *** End of Transmission ***