---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 18, 2002, Vol. 6, No. 54

                          Headlines

ANC RENTAL: Court Okays Young Conaway as Committee's Co-Counsel
ADVANTICA RESTAURANT: Amends Exchange Offer for 12.75% Sr. Notes
AIMGLOBAL TECHNOLOGIES: Taps Experts to Work On Recapitalization
ALLIED SERVICES: Fitch Ratchets Revenue Bond Rating Down a Step
AREMISSOFT: Files for Chapter 11 Reorganization in New Jersey

ARTHUR ANDERSEN: The Indictment . . . If You Want to Read It
AUDIO VISUAL: Bringing-In Blackstone Group as Financial Advisor
AUTHORISZOR INC: Begins Trading on OTCBB Under 'AUTH' New Symbol
BEAR STEARNS: Fitch Drops Class B-5 Notes Ratings to D
BETHLEHEM STEEL: CEO Calls for Action on Steel Legacy Problem

BURLINGTON INDUSTRIES: Has Until June 13 to Remove Civil Actions
CAPITOL COMMUNITIES: Unit Inks Pact to Sell AR Assets for $4.45M
CELLPOINT INC: Creditors Agree to Swap Remaining Debt for Equity
COLUMBIA LABORATORIES: Sells 277K Shares to Acqua for $1 Million
COMDISCO INC: Settles Equitable Gas & Equitrans Claim Disputes

COVANTA ENERGY: Discussions with Banks to Continue This Week
DELTA AIRLINES: Cuts Travel Agents' Commissions to Reduce Costs
EDISON FUNDING: Fitch Raises Senior Debt Rating to Low-B Level
ELIZABETH ARDEN: Secures Credit Agreement Covenant Amendments
ELSINORE: Inks Definitive Pact to Sell 4 Queens Hotel for $22MM

ENRON CORP: Wind Debtors Tap Credit Suisse as Investment Bankers
ENRON: Labor Dept. Names State Street as Independent Fiduciary
EXODUS COMMS: Intends to Terminate Catapult Ventures Lease
FEDERAL-MOGUL: Prof. Green Appointed as Future Claimants' Rep.
FORMICA CORP: Look for Schedules & Statements on May 3, 2002

FRANK'S NURSERY: Maryland Court Approves Disclosure Statement
FRUIT OF THE LOOM: Resolves SFSC, Huizenga, et. al.'s Claims
FUELNATION: Expects to Obtain Municipal Taxable Bond Issue in Q2
GAYLORD CONTAINER: Sets Special Shareholders' Meeting for Apr. 5
GLOBAL CROSSING: US Trustee Appoints Investigatory Subcommittee

GLOBAL CROSSING: Fiber Optek Considers Making an Offer
GLOBAL CROSSING: Legere & Cohrs to Testify Before Congress Panel
HQ GLOBAL: Wants Schedule Filing Deadline Moved to June 13
HIGHWOOD RESOURCES: Full-Year 2001 Net Loss Tops $2.6 Million
IT GROUP: Committee Signs-Up White & Case LLP as Lead Counsel

INTEGRATED HEALTH: Seeks Okay to Divest Cherry Creek Facility
INT'L FIBERCOM: Seeking Okay to Retain PwC as Financial Advisors
KAISER ALUMINUM: Taps Lemle & Keheller as Louisiana Gen. Counsel
KING PHARMACEUTICALS: S&P Assigns BB+ Rating to $400MM Bank Loan
KMART CORP: S&P Identifies CMBS Deals Affected By Store Closings

KMART CORP: Carrefour Denies Rumors of Acquiring Debtors' Assets
LAIDLAW: Asks Court to Approve Stipulation with Union Pacific
LANCE TRUST: Fitch Slashes Leveraged Asset Notes to Low-B Level
LANDSTAR INC: Arranges Credit Line to Facilitate Reorganization
LEVEL 3 COMMS: Completes Acquisition of CorpSoft for $89 Million

MAXICARE HEALTH: Enters Settlement Agreement with TriZetto Group
MCLEODUSA INC: Court Okays Skadden Arps as Chapter 11 Counsel
MULTI-LINK TELECOMMS: Begins Trading on OTCBB Effective March 15
NATIONAL STEEL: Taps Piper Marbury for Bankruptcy Legal Services
NAVISTAR: Weak Market Spurs Fitch to Cut Ratings to Low-B Level

NORD PACIFIC: Reaches Pact to Sell Copper Interests in Australia
OPTI INC: Has Not Enough Cash to Continue After a Year's Time
PACIFIC GAS: Preemption Nixed from Second Amended Plan
PERRY ELLIS: S&P Rates Proposed $50MM Senior Secure Notes at B+
POLAROID CORP: Retirees' Panel Taps Greenberg Traurig as Counsel

PRESIDENT CASINOS: John Connelly Discloses 32.87% Equity Stake
PRINTWARE INC: Sets Annual Shareholders' Meeting for April 16
RAILWORKS CORPORATION: Files Plan of Reorganization in Baltimore
REGAL CINEMAS: Consolidation Plans Spur S&P to Affirm B+ Ratings
ROWE CO.: Delays Form 10-K Filing Pending Financing Arrangement

SOVEREIGN BANCORP: Fitch Affirms Low-B Ratings & Revises Outlook
STRATUS SERVICES: Taking Actions to Comply with Nasdaq Standards
TRICON GLOBAL: Fitch Cuts Rating to BB+ over Planned Acquisition
U.S. AGGREGATES: Case Summary & 20 Largest Unsecured Creditors
USG CORPORATION: Court Approves De Minimis Acquisition Protocol

W.R. GRACE: Seeking Approval of a Combined Bar Date Notice
ZIFF DAVIS: Bank Lenders Agree to Forbear, Again, Until June 28

* BOND PRICING: For the week of March 18 - 22, 2002

                          *********

ANC RENTAL: Court Okays Young Conaway as Committee's Co-Counsel
---------------------------------------------------------------
The Statutory Committee of Unsecured Creditors in the chapter 11
cases of ANC Rental Corporation, and its debtor-affiliates,
obtained Court authorization to employ Young Conaway Stargatt &
Taylor as co-counsel to Wilmer Cutler & Pickering, nunc pro tunc
to November 27, 2001.

Specifically, Young Conaway will:

A. Consult with the Committee, the Debtors and the U.S. Trustee
     concerning the administration of these Chapter 11 cases;

B. Review, analyze and respond to pleadings filed with this
     Court by the Debtors and to participate in hearings on such
     pleadings;

C. Assist the Committee in any investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, the operation of the Debtors' businesses and any
     matters relevant to theses Chapter 11 cases in the event
     and to the extend required by the Committee;

D. Take all necessary action to protect the rights and interests
     of the Committee including but not limited to negotiations
     and preparation of documents relating to any reorganization
     plan and disclosure statement;

E. Represent the Committee in connection with the exercise of
     its powers and duties under the Bankruptcy Curt and
     connection with these Chapter 11 cases;

F. Perform all other necessary legal services in connection with
     these Chapter 11 cases.

Aside from reimbursement of actual out-of-pocket expenses, Young
Conaway will be compensated based on the standard hourly rates
of its attorneys and paralegal, who are:

                  Brendan Linehan Shannon     $380
                  John D. McLaughlin Jr.      $375
                  Sean M. Beach               $260
                  Maribeth L. Minella         $260
                  Bridget Vazquez             $180
(ANC Rental Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADVANTICA RESTAURANT: Amends Exchange Offer for 12.75% Sr. Notes
----------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) announced that it
is amending 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.

Under the terms of the offer, for each $1,000 principal amount
of Old Notes exchanged, Advantica continues to offer $770
principal amount of New Notes plus accrued and unpaid interest
in cash. In the event that the Old Notes tendered exceed the
maximum amount, then Advantica will allocate the New Notes on a
pro rata basis.

The exchange offer is being amended to waive the condition that
a minimum of $160,000,000 aggregate principal amount of Old
Notes be validly tendered and accepted on or prior to the
expiration date, to provide that consummation of the exchange
offer is now conditioned on at least $60,000,000 aggregate
principal amount of Old Notes being validly tendered and
accepted on or prior to the expiration date, and to revise
certain provisions of the indenture governing the New Notes.

Complete information concerning the amendment to the exchange
offer is set forth in a prospectus supplement being distributed,
together with the original prospectus, to holders of the Old
Notes.

The exchange offer, as previously extended, has been further
extended in connection with this amendment and is scheduled to
expire at 5:00 p.m., New York City time, on March 22, 2002. To
date, an aggregate of approximately $56.3 million Old Notes have
been tendered for exchange.

UBS Warburg LLC is acting as the dealer manager in the exchange
offer. MacKenzie Partners, Inc. is acting as the information
agent, and U.S. Bank National Association is serving as the
exchange agent. Copies of the prospectus and prospectus
supplement may be obtained from the information agent at 105
Madison Avenue, New York, NY 10016 or by phone at 800-322-2885.
For further information on the exchange offer, please see the
Registration Statement on Form S-4 as filed with the SEC. The
Registration Statement, as well as the prospectus and prospectus
supplement, may be obtained from the SEC's Web site at
http://www.sec.govor from Advantica's Web site at
http://www.advantica-dine.com

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating 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.

DebtTraders reports that Advantica Restaurant Group's 11.250%
bonds due 2008 (DINE08USR1) are trading from 77 to 78. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1
for real-time bond pricing.


AIMGLOBAL TECHNOLOGIES: Taps Experts to Work On Recapitalization
----------------------------------------------------------------
AimGlobal Technologies Company Inc. (TSE/AMEX: AGT) announced
financial results for the third quarter, Fiscal Year 2002,
ending December 30, 2001.

Mr. deJaray, Chairman and CEO of AimGlobal Technologies reported
for the third quarter of fiscal 2002, "October, November and
December of last year were extremely challenging for the
Company. With unforeseen changes in Management and Directors,
North American economic uncertainty, the non- performance of
Cell-Loc and a transition of our business model, coupled with
the disposition of the Company's Mississauga facilities,
revenues declined to $32.7 Million. Year to date sales exceeded
$93 Million."

"Throughout the third quarter, production teams and operations
of the Company continued to achieve greater strengths and
efficiencies amidst the many challenges before the Company. The
loss from operations improved substantially for the period,
where the adjusted loss, excluding provisions was $691 thousand,
an improvement of $1.5 million over the previous quarter's loss
from operations. The Cash provided by operating activities was
$5.5 million, compared to $7.8 million of cash that was used in
the same quarter of the previous year, an important $13.3
million improvement."

Mr. deJaray concluded, "With losses now curtailed and positive
adjusted EBITDA Earnings (Earnings Before Taxes Deductions &
Amortizations) over the prior 5 months, from September 2001
through January 2002, the Company has now retained investment
bankers and financial advisors to focus on the Company's
remaining challenge of addressing its working capital needs and
the recapitalization of the Company in order to meet the needs
of suppliers and creditors. This has been a time of challenge
for AimGlobal. Progressing through the difficulties and strain
on available finances -- a consequence of the detrimental effect
and monetary setback ($43 Million) surrounding Cell-Loc Inc.,
has been involved and distracting. It is loyal customers -- our
strategic partners, our tremendous suppliers and others who have
rallied behind our challenge. We are fortunate to be associated
with each of them -- and we are grateful. We are amidst selling
much of the inventory created for Cell-Loc, with the possibility
of further financial recovery in the courts. We have and will
continue to service our customers as our foremost priority -- to
build on our relationships. Our customer ties are strong and go
back many years."

Full Financial Statements and Management Discussion and Analysis
can be found at http://www.Sedar.com

Aimtronics Corporation, a wholly owned subsidiary of AimGlobal
Technologies Company Inc., offers a complete range of
Electronics Manufacturing Solutions and is a leading technical
provider of services in the microelectronics industry.
Aimtronics' supply chain management solutions offer design
assistance -- reducing time-to-market metrics, time-to-volume
metrics, full product testing, packaging, warranty service, and
end-of-life support. Aimtronics' microelectronics technology
centre provides proprietary thick film hybrid design and
assembly including chip-on-board, multi-chip module, and flip-
chip technologies.

Through five facilities located across the continent, Aimtronics
serves the high technology markets throughout North America.

Founded 14 years ago, and through its operating subsidiary,
AimGlobal Technologies serves the medical, aerospace, wireless,
telecommunications, industrial, military and emergency services
markets. With operations in New York State, Ontario and British
Columbia, AimGlobal Technologies is a recognized technical
innovator and a leading provider of proprietary microelectronics
manufacturing solutions.


ALLIED SERVICES: Fitch Ratchets Revenue Bond Rating Down a Step
---------------------------------------------------------------
Fitch Ratings downgrades Allied Services Rehabilitation
Hospitals' approximately $26 million outstanding Scranton-
Lackawanna Health and Welfare Authority revenue bonds (Allied
Services Rehabilitation Hospitals project) series 1994A to 'BB+'
from 'BBB-'. The bonds are also removed from Rating Watch
Negative (placed on Rating Watch Negative in July 2001). The
obligated group is Allied Services Rehabilitation Hospitals
(ASRH), which consists of Allied Services Institute of
Rehabilitation Medicine and John Heinz Institute of
Rehabilitation Medicine. The Rating Outlook is Stable.

The downgrade is based on a continued decline in financial
performance. From fiscal 1996 to fiscal 2001, Allied has had a
consistent decline in operating margin from 4.3% to negative
2.7%. Debt service coverage remained above 2.0x until fiscal
2001 when coverage dropped to 0.5x. A rate covenant violation
was waived by the trustee due to the one time nature of several
events in fiscal 2001. Nonetheless, Fitch's main ongoing
concerns include reimbursement changes for rehabilitation
hospitals and the substantial drop in liquidity. As noted in
Fitch's initial rating report in 1994, Allied's high
concentration of Medicare payors would amplify any negative
reimbursement changes. Reimbursement changes will most likely
result in reduced revenue with the shift from a cost based
reimbursement methodology to a fixed payment system. Allied's
liquidity, initially cited as a credit strength has
significantly deteriorated from 139.7 days cash on hand and
77.2% cash to debt in fiscal 1999 to 64.7 days cash on hand and
42.3% cash to debt in fiscal 2001. Fitch also believes it is
important to note the difficulties of one non-obligated group
affiliate, the nursing home. In fiscal 2001, Allied's nursing
home was decertified from the Medicare and Medicaid program for
two months due to deficiencies and resulted in a $5.4 million
operating loss at year-end. Management has corrected the
deficiencies and the nursing home is rebuilding its occupancy,
which is currently at 80%.

The rating outlook assumes that fiscal 2002 budgeted results
will be reached. Management has budgeted a 1% operating margin
resulting in 1.8x debt service coverage.

Allied Services Institute of Rehabilitation Medicine is located
in Scranton (Lackawanna County), PA and John Heinz Institute of
Rehabilitation Medicine is located in Wilkes-Barre (Luzerne
County), PA. Located approximately 120 miles from Philadelphia,
the hospitals together operate 211 rehabilitation beds.


AREMISSOFT: Files for Chapter 11 Reorganization in New Jersey
-------------------------------------------------------------
AremisSoft Corporation (Pink Sheets:AREM) filed a voluntary
petition for reorganization under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of New Jersey.

The bankruptcy filing is to implement a plan of reorganization
which will settle the securities class action plaintiffs' claims
against AremisSoft.

AremisSoft's filing is expected to have no effect on the
operations of SoftBrands, the Company's wholly-owned subsidiary
that provides enterprise software solutions.

The proposed reorganization plan would provide that:

     -- All secured and unsecured claims approved by the Court
will be paid in full;

     -- AremisSoft will contribute its litigation claims and
certain other assets to a liquidating trust that will pursue
those claims and liquidate the assets primarily for the benefit
of securities class action plaintiffs;

     -- Securities class action plaintiffs will receive all of
the beneficial interests in the liquidating trust but SoftBrands
will be entitled to 10 percent of the distributions from the
trust;

     -- Holders of AremisSoft common stock will receive 39.5
percent of the common stock of SoftBrands and securities class
action plaintiffs will receive 60.5 percent of the common stock
of SoftBrands;

     -- All existing equity interests in AremisSoft will be
cancelled and the Company dissolved.

The reorganization plan has not been approved and is subject to
change by the Court. Shareholders of record will receive a
disclosure statement providing more detail about, and enclosing
a copy of, the reorganization plan prior to its confirmation by
the Court and will have an opportunity to vote on the
reorganization plan. At a hearing on Tomorrow, March 19, 2002,
AremisSoft will ask the Court to schedule a hearing to approve
the disclosure statement related to AremisSoft's plan of
reorganization within the next 30 days. If the disclosure
statement is approved, solicitation materials will be
distributed. If the necessary classes of claims or interests
vote to approve the plan, AremisSoft will seek to have the plan
confirmed by June 15, 2002.

George Ellis, chairman and CEO of AremisSoft, stated, "This is a
continuation of the process we began last October to separate
our successful vertical software businesses from the legal and
regulatory issues facing AremisSoft. Strategically, today's
filing should be viewed as another important and necessary step
in building SoftBrands into a world-class software company that
can provide value for our customers, our employees and our
shareholders."

The company will host an Investor conference call on today,
March 18 at 7:00 AM (CST). The dial in phone numbers are:
Domestic 800-638-8214, International 706-679-7012. Participants
will be asked to provide their name, leader's name (George
Ellis) and reference SoftBrands as the call host. A digital
recording will be available two hours after the completion of
the conference call from 3/18/2002 to 3/20/2002 (midnight). Dial
in phone numbers for the digital recording are: Domestic 800-
642-1687 and International 706-645-9291 and enter the conference
ID of 3579742.

AremisSoft, through its wholly owned subsidiary SoftBrands,
develops, markets, implements and supports enterprise-wide
applications software targeted at mid-sized organizations in the
manufacturing and hospitality industries. The company's software
products help streamline and enhance an organization's ability
to manage and execute mission-critical functions such as
accounting, purchasing, manufacturing, customer service and
sales and marketing. For more information on SoftBrands access
its Web site http://www.softbrands.com


ARTHUR ANDERSEN: The Indictment . . . If You Want to Read It
------------------------------------------------------------
                                     [CLERK, U.S. DISTRICT COURT
                                      SOUTHERN DISTRICT OF TEXAS
LRC:AW:SB                                      F I L E D
                                                 3/7/02
                                     ---------------------------
                                       MICHAEL N. MILBY, CLERK]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS

- - - - - - - - - - - - - - - - - -x

UNITED STATES OF AMERICA,                 I N D I C T M E N T
                                          -------------------
     -against-
                                          Cr. No. CR H-02-121
ARTHUR ANDERSEN, LLP,                     (T. 18, U.S.C., Secs.
                                           1512(b)(2) and 3551
              Defendant.                   et seq.)

- - - - - - - - - - - - - - - - - -x

THE GRAND JURY CHARGES:


I. ANDERSEN AND ENRON
   ------------------

     1.  ARTHUR ANDERSEN, LLP ("ANDERSEN"), is a partnership
that performs, among other things, accounting and consulting
services' for clients that operate businesses throughout the
United States and the world. ANDERSEN is one of the so-called
'Big Five" accounting firms in the United States.  ANDERSEN has
its headquarters in Chicago, Illinois, and maintains offices
throughout the world, including in Houston, Texas.

     2.  Enron Corp. ("Enron") was an Oregon corporation with
its principal place of business in Houston, Texas. For most of
2001, Enron was considered the seventh largest corporation in
the United States based on its reported revenues. In the
previous ten years, Enron had evolved from a regional natural
gas provider to, among other things, a trader of natural gas,
electricity and other commodities, with retail operations in
energy and other products.

     3.  For the past 16 years, up until it filed for bankruptcy
in December 2001, Enron retained ANDERSEN to be its auditor.
Enron was one of ANDERSEN's largest clients worldwide, and
became ANDERSEN's largest client in ANDERSEN's Gulf Coast
region. ANDERSEN earned tens of millions of dollars from Enron
in annual auditing and other fees.

     4.  ANDERSEN performed both internal and external auditing
work for Enron mainly in Houston, Texas. ANDERSEN established
within Enron's offices in Houston a work space for the ANDERSEN
team that had primary responsibility for performing audit work
for Enron. In addition to Houston, ANDERSEN personnel performed
work for Enron in, among other locations, Chicago, Illinois,
Portland, Oregon, and London, England.


II. THE ANTICIPATION OF LITIGATION AGAINST ENRON AND ANDERSEN
    ---------------------------------------------------------

     5.  In the summer and fall of 2001, a series of significant
developments led to ANDERSEN's foreseeing imminent civil
litigation against, and government investigations of, Enron and
ANDERSEN.

     6.  On or about October 16, 2001, Enron issued a press
release announcing a $618 million net loss for the third quarter
of 2001. That same day, but not as part of the press release,
Enron announced to analysts that it would reduce shareholder
equity by approximately $1.2 billion. The market reacted
immediately and the stock price of Enron shares plummeted.

     7.  The Securities and Exchange Commission ("SEC"), which
investigates possible violations of the federal securities laws,
opened an inquiry into Enron the very next day, requesting in
writing information from Enron.

     8.  In addition to the negative financial information
disclosed by Enron to the public and to analysts on October 16,
2001, ANDERSEN was aware by this time of additional significant
facts unknown to the public.

         * The approximately $1.2 billion reduction in
           shareholder equity disclosed to analysts on October
           16, 2001, was necessitated by ANDERSEN and Enron
           having previously improperly categorized hundreds of
           millions of dollars as an increase, rather than a
           decrease, to Enron shareholder equity.

         * The Enron October 16, 2001, press release
           characterized numerous charges against income for the
           third quarter as "non-recurring" even though ANDERSEN
           believed the company did not have a basis for
           concluding that the charges would in fact be non-
           recurring.  Indeed, ANDERSEN advised Enron against
           using that term, and documented its objections
           internally in the event of litigation, but did not
           report its objections or otherwise take steps to cure
           the public statement.

         * ANDERSEN was put on direct notice of the allegations
           of Sherron Watkins, a current Enron employee and
           former ANDERSEN employee, regarding possible fraud
           and other improprieties at Enron, and in particular,
           Enron' a use of off-balance-sheet "special purpose
           entities" that enabled the company to camouflage the
           true financial condition of the company.  Watkins had
           reported her concerns to a partner at ANDERSEN, who
           thereafter disseminated them within ANDERSEN,
           including to the team working on the Enron audit.  In
           addition, the team had received warnings about
           possible undisclosed side-agreements at Enron.

         * The ANDERSEN team handling the Enron audit directly
           contravened the accounting methodology approved by
           ANDERSEN's own specialists working in its
           Professional Standards Group.  In opposition to the
           views of its own experts, the ANDERSEN auditors had
           advised Enron in the spring of 2001 that it could use
           a favorable accounting method for its "special
           purpose entities."

         * In 2000, an internal review conducted by senior
           management within ANDERSEN evaluated the ANDERSEN
           team assigned to audit Enron and rated the team as
           only a "2" on a scale of one to five, with five being
           the highest rating.

         * On or about October 9, 2001, correctly anticipating
           litigation and government investigations, ANDERSEN,
           which had an internal department of lawyers for
           routine legal matters, retained an experienced New
           York law firm to handle future Enron-related
           litigation.


III. THE WHOLESALE DESTRUCTION OF DOCUMENTS BY ANDERSEN
     --------------------------------------------------

     9.  By Friday, October 19, 2001, Enron alerted the ANDERSEN
audit team that the SEC had begun an inquiry regarding the Enron
"special purpose entities" and the involvement of Enron's Chief
Financial Officer. The next morning, an emergency conference
call among high-level ANDERSEN management was convened to
address the SEC inquiry. During the call, it was decided that
documentation that could assist Enron in responding to the SEC
was to be assembled by the ANDERSEN auditors.

     10.  After spending Monday, October 22, 2001 at Enron,
ANDERSEN partners assigned to the Enron engagement team launched
on October 23, 2001, a wholesale destruction of documents at
ANDERSEN's offices in Houston, Texas. ANDERSEN personnel were
called to urgent and mandatory meetings. Instead of being
advised to preserve documentation so as to assist Enron and the
SEC, ANDERSEN employees on the Enron engagement team were
instructed by ANDERSEN partners and others to destroy
immediately documentation relating to Enron, and told to work
overtime if necessary to accomplish the destruction. During the
next few weeks, an unparalleled initiative was undertaken to
shred physical documentation and del6te computer files. Tons of
paper relating to the Enron audit were promptly shredded as part
of the orchestrated document destruction. The shredder at the
ANDERSEN office at the Enron building was used virtually
constantly and, to handle the overload, dozens of large trunks
filled with Enron documents were sent to ANDERSEN's main Houston
office to be shredded. A systematic effort was also undertaken
and carried out to purge the computer hard-drives and E-mail
system of Enron-related files.

     11.  In addition to shredding and deleting documents in
Houston, Texas, instructions were given to ANDERSEN personnel
working on Enron audit matters in Portland, Oregon, Chicago,
Illinois, and London, England, to make sure that Enron documents
were destroyed there as well.  Indeed, in London, a coordinated
effort by ANDERSEN partners and others, similar to the
initiative undertaken in Houston, was put into place to destroy
Enron-related documents within days of notice of the SEC
inquiry.  Enron-related documents also were destroyed by
ANDERSEN partners in Chicago.

     12.  On or about November 8, 2001, the SEC served ANDERSEN
with the anticipated subpoena relating to its work for Enron. In
response, members of the ANDERSEN team on the Enron audit were
alerted finally that there could be "no more shredding" because
the firm had been "officially served" for documents.


              THE CHARGE: OBSTRUCTION OF JUSTICE
              ----------------------------------

     13.  On or about and between October 10, 2001, and November
9, 2001, within the Southern District of Texas and elsewhere,
including Chicago, Illinois, Portland, Oregon, and London,
England, ANDERSEN, through its partners and others, did
knowingly, intentionally and corruptly persuade and attempt to
persuade other persons, to wit: ANDERSEN employees, with intent
to cause and induce such persons to (a) withhold records,
documents and other objects from official proceedings, namely:
regulatory and criminal proceedings and investigations, and (b)
alter, destroy, mutilate and conceal objects with intent to
impair the objects, integrity and availability for use in such
official proceedings.

          (Title 18, United States Code, Sections 1512(b)(2) and
3551 et seq.)

                                          A TRUE BILL
                                   /s/ Signature Illegible
                                   ------------------------
                                          FOREPERSON

JOSHUA R. HOCHBERG
ACTING UNITED STATES ATTORNEY
SOUTHERN DISTRICT OF TEXAS

LESLIE R. CALDWELL
DIRECTOR, ENRON TASK FORCE

By:   /s/ Samuel W. Buell
    -----------------------
Samuel W. Buell
Andrew Weissmann
Special Attorneys
Department of Justice


AUDIO VISUAL: Bringing-In Blackstone Group as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the retention of Blackstone Group LP as the financial
advisor to Audio Visual Services Corporation and its debtor-
affiliates

Specifically, Blackstone will:

     a) review financial and other data provided by the
        Debtors;

     b) analyze the Debtors' liquidity position and financing
        requirements;

     c) assist in the evaluation of the Debtors' businesses and
        prospects;

     d) develop valuation, debt capacity and recovery analyses
        in connection with developing and negotiating a
        potential restructuring;

     e) evaluate alternative capital structures for the Debtors,
        as appropriate;

     f) develop a negotiating strategy and assist in
        negotiations with the Debtors' creditors and other
        interested parties with respect to a potential
        restructuring;

     g) make presentations to the Debtors' Board of Directors,
        creditor groups or other interested parties, as
        appropriate;

     h) any such other financial advisory services which may be
        customarily rendered in connection with the
        restructuring; and

     i) provide expert witness testimony, if required.

Blackstone will receive:

     a) a $175,000 monthly fee, commencing on December 23, 2001,
        and

     b) a $2,000,000 Restructuring Fee upon consummation of the
        Restructuring, subject to Court approval of such fee,
        and payable no later than September 30, 2002.

Audio-Visual Services, together with its subsidiaries, is a
leading provider of audiovisual services, equipment rentals,
staging and meeting services and related technical support to
hotels, event production companies, trade associations,
convention centers and corporations in the United States. The
Company filed for chapter 11 protection on December 17, 2001.
James M. Peck, Esq. at Schulte Roth & Zabel LLP represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $507,803,000 in
total assets and $449,226,000 in total debts.



AUTHORISZOR INC: Begins Trading on OTCBB Under 'AUTH' New Symbol
----------------------------------------------------------------
Authoriszor Inc. (OTCBB:AUTH), a provider of full service
technology consulting and secure Internet access solutions,
announced that the Company's common stock has been delisted from
the NASDAQ National Market as a result of the Company's failure
to comply with the minimum net tangible assets and minimum
stockholders' equity requirements for continued listing on the
NASDAQ National Market, set forth in Marketplace Rule
4450(a)(3).

Effective Thursday last week, the Company's common stock was
eligible to begin trading on the OTC Bulletin Board under the
symbol "AUTH." The OTC Bulletin Board is a regulated quotation
service that displays real-time quotes, last sales prices and
volume information in over-the-counter equity securities. OTC
Bulletin Board securities are traded by a community of
registered market makers that enter quotes and trade reports.
Information regarding the OTC Bulletin Board can be found at
http://www.otcbb.com

Authoriszor continues to file reports with the Securities and
Exchange Commission. Those reports are available on the SEC's
Web site at http://www.sec.gov

Authoriszor Inc. is primarily a provider of technology
consulting services and integrated securities solutions, to a
wide range of organizations in the e-commerce, security and
workflow sections of the information technology industry
internationally. Authoriszor also provides a patent-pending
suite of security software products. With respect to our
technology consulting services unit, Authoriszor, through its
subsidiaries WRDC Ltd. and Logsys Solutions Ltd., seeks to
discover the competitive advantages that are available in an
increasingly competitive and rapidly changing world for its
customers. For more information about Authoriszor, visit
http://www.authoriszor.com


BEAR STEARNS: Fitch Drops Class B-5 Notes Ratings to D
------------------------------------------------------
Fitch Ratings downgrades Bear Stearns Mortgage Securities Inc.
series 1993-6 class B-5 to 'D' from 'CCC'.

These actions are the result of a review of the level of losses
expected and incurred to date and the current high delinquencies
relative to the applicable credit support levels. As of the
January 25, 2002 distribution:

Bear Stearns Mortgage Securities Inc. 1993-6 remittance
information indicates that cumulative losses are $685,188 or
0.38% of the initial pool. Class B-5 currently has no credit
support.


BETHLEHEM STEEL: CEO Calls for Action on Steel Legacy Problem
-------------------------------------------------------------
Following President Bush's decision to implement steel tariffs
of up to 30 percent on most flat carbon steel products, Robert
S. Miller Jr., Bethlehem Steel Corporation's chairman and chief
executive officer, called for action from the U.S. government to
help solve the steel legacy problem.

Testifying before the U.S. Senate Committee on Health,
Education, Labor and Pensions, Mr. Miller said, "While the
President's adoption of safeguard tariffs is essential to the
recovery of the domestic steel industry, by itself it is not
enough. Equally important is government assistance in solving
the legacy problem."

Citing Bethlehem's record of consolidating and rationalizing
facilities over the past 20 years, Mr. Miller used Bethlehem's
current situation to illustrate the magnitude of the legacy
problem. "Unfortunately, one of the major and unavoidable
consequences of the efforts of companies such as Bethlehem to
respond to changes in the marketplace is that our ratio of
retired to active employees has risen dramatically, while the
relative costs of retiree health and other non-pension benefits
have risen even more dramatically.

"Further consolidation and rationalization will continue to
exacerbate the legacy cost problem. With our significantly
reduced workforce of fewer than 13,000 people, Bethlehem
provides health care coverage for 130,000 retirees, employees
and dependents. Of these 130,000, about 95,000 are retiree
beneficiaries. This means that, for each active employee,
Bethlehem provides health care coverage for more than seven
retiree beneficiaries," he pointed out.

In 2001, Bethlehem's total cash costs for health care and other
insurance amounted to $300 million, and this expense is expected
to grow significantly as a result of the upward trend in
prescription drug prices and usage as well as general health
care cost inflation. The net present value of Bethlehem's legacy
benefits, excluding pensions, is $3 billion. Another aspect of
the legacy problem is pension obligations, which currently are
underfunded by $2 billion. These types of liabilities constitute
the major barrier to necessary consolidation within the
industry.

"Even though we have downsized our capacity and modernized many
facilities, these legacy obligations constitute an extraordinary
burden, having a major impact on the ability of integrated
producers such as Bethlehem to compete and, indeed, to survive,"
said Mr. Miller.

"There are three reasons for government action on legacy costs,"
he stated:

     1. Foreign governments, not market forces, are responsible
for much of today's problem.

     2. Prior administrations have played a significant role in
creating the current economic situation in which Bethlehem and
the other domestic integrated steel producers find themselves.

     3. The cost of meeting the health care needs of this
enormous and unanticipated number of retirees and dependents is
preventing normal market-driven consolidation in the industry.

Mr. Miller continued, "Bethlehem Steel is very appreciative of
the committee for bringing the legacy issue to the forefront
today and, in particular, Senator Mikulski for taking the
initiative to arrange for this hearing.

"We are committed to working with Congress to craft an
appropriate response that would involve the industry, labor and
government. However Congress decides to approach the issue, it
should act quickly. The options available to Bethlehem and the
other domestic steel companies are rapidly declining," Mr.
Miller warned. "If the government does not help, more domestic
steel producers will be forced into liquidation," he said.

"Steel is critical to our national security," Mr. Miller
concluded. "As a result of large-scale restructuring in the
1980s, the domestic integrated industry faces a crippling
problem with health care related legacy costs. Generally, our
foreign competition does not have this problem. This inequity
needs to be addressed.

"America needs a viable steel industry. Bethlehem and the
industry simply cannot develop a permanent solution without
government assistance. Consolidation will continue in the
domestic industry, with or without government assistance. But,
with governmental help, this process can be orderly, minimizing
the possibility of massive job losses over short periods of
time."

DebtTraders reports that Bethlehem Steel Corporation's 10.375%
bonds due 2003 (BS03USR1) are trading between 12 and 15. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BURLINGTON INDUSTRIES: Has Until June 13 to Remove Civil Actions
----------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
Court order extending their time to remove numerous civil
actions pending before multiple courts and tribunals to the
District of Delaware to the later of:

    (a) June 13, 2002, or

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

DebtTraders reports that Burlington Industries' 7.250% bonds due
2005 (BRLG05USR1) are being quoted at 12. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CAPITOL COMMUNITIES: Unit Inks Pact to Sell AR Assets for $4.45M
----------------------------------------------------------------
Capitol Communities Corporation (OTC Bulletin Board: CPCY)
announced its wholly owned subsidiary, Capitol Development of
Arkansas, Inc., has entered into an agreement to sell
approximately 289 acres of single family residential land and 11
acres of multifamily land it owns in Maumelle, Arkansas.  The
buyer is West Maumelle Limited Partnership, a Maumelle-based
land developer.

The Company values the transaction at approximately $4,450,000.

Terms of sale include $2,100,000 cash at the closing, a 6 month
note for $1,070,000, a 3-year note for $700,000, assumption of
$330,000 in debt and an interest in the profits derived from
development of the land which the company and the buyer value at
$250,000.

"The cash proceeds of this sale will be used to pay mortgage
debt owed to Bank of Little Rock, First Arkansas Valley Bank,
and sales commissions and operating costs of the Company," said
Michael G. Todd, President of Capitol Communities.  "All secured
and unaffiliated creditors of the subsidiary will be satisfied
by this sale.  When it is completed, Capitol will own $1,770,000
in notes receivable, approximately 700 acres of land, and a 35%
interest in TradeArk Properties, LLC, which owns an additional
250 acres of Maumelle land," he added.

Capitol Development of Arkansas has filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy
Code.  The petition was filed in the United States Bankruptcy
Court for the Eastern District of Arkansas, Little Rock Division
on July 21, 2000.  The sale is subject to approval by the U.S.
Bankruptcy Court.  The closing is set for 10 days after court
approval.  All parties expect to close by March 29, 2002.

Capitol Communities Corporation, through its subsidiary,
currently owns approximately 1,000 acres of land in the master
planned community of Maumelle, Arkansas.  Maumelle is a planned
city with about 12,000 residents.  It is located directly across
the Arkansas River from Little Rock.  Maumelle contains a full
complement of industrial and commercial development, parks,
lakes, green belts, and jogging trails.


CELLPOINT INC: Creditors Agree to Swap Remaining Debt for Equity
----------------------------------------------------------------
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, has concluded
preliminary agreements to eliminate short-term debt held by
Castle Creek Technology Partners and all other debt holders.

In the terms negotiated with all the major debt holders late
Friday last week, half of the principal and interest on each
outstanding debt, which equates to $5.5 million, will be
converted to equity at 78 cents per share - a 50% premium to the
latest market closing price.

The remaining $5.5 million in debt has been restructured as
long-term debt and is not due until March 2004. Castle Creek as
the senior debt holder will have the right to match any
financing the Company would do at a price significantly below 78
cents by converting that same portion of their notes, dollar for
dollar, into common stock at the same time and at the same
price, but with no warrant coverage. These agreements with the
debt holders are subject to a settlement being negotiated in
parallel with the rest of the Company's creditors, discussed
below, and the Company's ability to raise additional capital in
the short term.

Jan Rynning, a director of CellPoint Inc. and attorney
specializing in financial restructuring, stated, "I have reason
to believe that a sound agreement with the creditors will be
reached since the reconstruction will likely be concluded under
the Swedish legal procedure termed 'voluntary composition'. The
board considers that this sweeping financial reconstruction,
together with the fact that Castle Creek has worked so
cooperatively with the Company to reach this stage, is great
progress for all of the Company's interested parties. This road
brings CellPoint back to a positive spiral where even
proportionately small funds enable a much-needed security to
continue as a going concern - a security that clears the way for
sales that we have technical and commercial reasons to expect."

"The short-term debt had turned out to be an obstacle for
interested parties such as new investors, strategic partners as
well as customers and we have worked cooperatively with our
stakeholders to repair this," said Peter Henricsson, Chairman
and CEO of CellPoint Inc. "We regard the recently announced
order for NTT-DoCoMo's i-mode through the KPN-group operator E-
Plus as a confirmation of the Company's strong market position.
This played no small part in convincing the Company's debt
holders to participate in this offer to join the Company as
shareholders."

The Company's Swedish subsidiary, CellPoint Systems AB, has
entered into formal restructuring termed 'voluntary composition'
for settlement payments on all existing payables; other existing
payables in the group will be addressed in a similar manner.
Under Swedish law, the subsidiary has suspended all payments and
a plan of settlement of 25% payment on outstanding payables is
offered to all creditors. All new goods and services procured
going forward will not be subject in any way to this ``voluntary
composition' plan in Sweden or elsewhere across the Company.

The Company will disclose publicly further details of the final
restructuring once a settlement with existing creditors is
concluded and definitive agreements with debt holders are
signed.

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

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

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

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


COLUMBIA LABORATORIES: Sells 277K Shares to Acqua for $1 Million
----------------------------------------------------------------
On February 28, 2002, Columbia Laboratories, Inc. sold 277,778
shares of its common stock to Acqua Wellington North American
Equities Fund, Ltd. at a purchase price of $3.60 per share
(representing a negotiated discount to the market price), for
gross proceeds to Columbia Laboratories, Inc. of $1 million.

Columbia Laboratories, Inc. is a U.S.-based international
pharmaceutical company dedicated to research and development of
women's health care and endocrinology products, including those
intended to treat infertility, dysmenorrhea, endometriosis and
hormonal deficiencies. Columbia is also developing hormonal
products for men and a buccal delivery system for peptides.
Columbia's products primarily utilize the company's patented
bioadhesive delivery technology. At September 30, 2001, the
company's total liabilities exceeded its total assets by close
to $2 million.


COMDISCO INC: Settles Equitable Gas & Equitrans Claim Disputes
--------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
authority to enter into a Settlement Agreement with Equitable
Gas Co. and Equitrans LP.  The parties agree to settle their
disputes over:

    (i) amounts due under certain Leases with the Debtors; and

   (ii) the termination of the Leases.

Matthew R. Kipp, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, relates that the Debtors and Equitable are
parties to a Master Lease Agreement for the lease of computer
equipment.  Subsequently, Mr. Kipp states that approximately 185
agreements or schedules stemmed from the Master Lease.

Mr. Kipp explains that when the Debtors' accounts receivable
report showed that Equitable was behind in making payments under
the Leases, the Debtors contacted Equitable in an effort to
obtain payment.  However, Equitable informed the Debtors that
they were disputing the amounts owed and refused to make
payment. Mr. Kipp reports that after both parties worked towards
a settlement and an agreement, Equitable made two good faith
payments totaling $191,000.

Furthermore, Mr. Kipp states that Equitable still owed the
Debtors $1,034,565 for the remaining past due amounts under the
Leases.  In an effort to resolve the dispute, Equitable retained
KPMG as their internal auditor to review the transactions.
According to Mr. Kipp, KPMG's audit revealed that the most that
Equitable may owe the Debtors is $512,702 and after subtracting
the payments made in good faith, a balance of $321,702 remains.

Mr. Kipp tells the Court that after reviewing the KPMG audit,
the Debtors entered into a Settlement Agreement with Equitable
that:

    (i) Equitable will pay all payments due and owing up to and
        through May of 2001; and

   (ii) the purchase of all equipment currently being leased by
        Equitable and listed in the Settlement Agreement.

In addition the Settlement Agreement provides that Equitable
shall pay the Debtors $352,240 not later than three business
days after the execution of the Settlement Agreement and upon
this Court's approval.  "The settlement amount is the sum of
$318,000 for amounts due under the Leases and $34,240 for the
purchase of the remaining equipment," Mr. Kipp adds.

In exchange for the settlement amount, Mr. Kipp informs Judge
Barliant that the Debtors agree to:

    (i) transfer and convey to Equitable all of the Debtors'
        right, title and interest in the Buy-out Equipment; and

   (ii) release Equitable from any potential claims or liability
        stemming from the disputed issues and acknowledges that
        the settlement amount constitutes full satisfaction of
        any potential claims or liability related to the
        disputed issues.

Mr. Kipp explains that this Settlement Agreement is fair and
reasonable and resolves the long-standing dispute between the
parties.  Furthermore the Debtors will receive payment on
outstanding amounts due and receive fair market value for the
remaining equipment.  "Failure to resolve this dispute would
result in costly and difficult litigation," Mr. Kipp asserts.
(Comdisco Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONOCO CANADA: Completes 8-1/4% Senior Note Solicitation
--------------------------------------------------------
Conoco Canada Resources Limited, a subsidiary of Conoco Inc.
(NYSE:COC), announced the successful completion of its consent
solicitation with respect to its US$8.2 million in outstanding
8.25 percent senior notes due 2017, effectively eliminating the
Corporation's financial reporting obligations under these notes.

As a result of this solicitation, and the previously announced
successful completion of the solicitations with respect to its
senior notes due 2005 and 2006, the Corporation will no longer
be required under these notes and the trust indentures under
which they were issued to file periodic reports with the Alberta
Securities Commission or provide equivalent financial
information to the noteholders. As previously announced, Conoco
Inc. has irrevocably guaranteed the Corporation's payment
obligations on the notes and has agreed to provide the trustee
for the notes copies of Conoco's required U.S. SEC filings.

Conoco Canada Resources Limited is a Canadian-based exploration
and production company with primary operations in Western
Canada, Indonesia, the Netherlands and Ecuador.  Conoco Inc. is
a major, integrated energy company active in more than 40
countries.


COVANTA ENERGY: Discussions with Banks to Continue This Week
------------------------------------------------------------
Covanta Energy Corporation (NYSE:COV) announced that it has
reached agreement with its senior secured bank group on an
amendment to its Master Credit Facility (formally known as the
Revolving Credit and Participation Agreement), which will permit
it to continue discussions concerning bank fees and other
amounts due this week and other matters.

The amendment allows Covanta to continue to use its cash to
operate its business as usual pending a resolution of Covanta's
request for amendments regarding those matters, as announced
March 11. Discussions with its banks are expected to continue
through next week. There can be no assurances that such
discussions will result in an agreement.

As previously announced, the Company is pursuing a restructuring
of its balance sheet as part of its comprehensive review of
strategic options.

Covanta Energy Corporation is an internationally recognized
designer, developer, owner and operator of power generation
projects and provider of related infrastructure services. The
Company's independent power business develops, structures, owns,
operates and maintains projects that generate power for sale to
utilities and industrial users worldwide. Its waste-to-energy
facilities convert municipal solid waste into energy for
numerous communities, predominantly in the United States. The
Company also offers single-source design/build/operate
capabilities for water and wastewater treatment infrastructures.
Additional information about Covanta can be obtained via the
Internet at http://www.covantaenergy.com or through the
Company's automated information system at 866-COVANTA (268-
2682).


DELTA AIRLINES: Cuts Travel Agents' Commissions to Reduce Costs
---------------------------------------------------------------
DebtTraders reports that Thursday Delta Airlines announced that
it will cut the majority of base commissions that it pays to
travel agents in the U.S. and Canada, shifting the system
instead to an incentive-based program. The airline's decision is
an attempt to lower its ticket-distribution costs in the face of
drastically falling revenues. However, even prior to September
11, airlines had begun reducing the commissions that it pays to
travel agents. According to Delta, "In this extremely difficult
financial environment, the company must pursue all opportunities
to reduce costs, including the cost of distributing Delta
tickets."

DebtTraders analysts Daniel Fan, CFA, and Blythe Berselli, CFA,
advise that Delta Air Lines' 9.750% bonds due 2021 were last
quoted at a price of 88.75. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=DELAIR4


EDISON FUNDING: Fitch Raises Senior Debt Rating to Low-B Level
--------------------------------------------------------------
Fitch Ratings has raised Edison Funding Co.'s senior debt rating
to 'B' from 'CC' and removed the rating from Rating Watch. The
Rating Outlook is Positive.

This action follows similar rating changes to EFC's parent,
Edison International and EIX principal operating company,
Southern California Edison Co. EIX' and SCE's senior debt
ratings were raised to 'B' and 'BB', respectively.

The rating changes reflect actions taken by the California
Public Utilities Commission to implement its settlement
agreement with EIX/SCE, and the payment of roughly $5.5 billion
of SCE's past due obligations on March 1, 2002. The Utility
Reform Network's challenge to the federal court decision
adopting the settlement agreement between the CPUC, EIX, and SCE
remains pending. Future court action overturning the settlement
agreement on appeal is a relatively improbable outcome, in our
view; nonetheless, the current ratings reflect the potential for
further court review.

Edison Funding Co. is an indirect, wholly-owned, non-regulated
subsidiary of Edison International. EFC invests in the
infrastructure sector - mostly energy related - and affordable
housing where many of the investments are tax-advantaged. EFC's
focus is on large-scale power generation, with leveraged lease
and limited partnership investments in cogeneration,
hydroelectric, nuclear, coal, natural gas, and renewable energy
projects. EFC has selectively invested in non-energy
infrastructure-related assets and has global infrastructure
finance programs in Latin America, Asia, and Europe.


ELIZABETH ARDEN: Secures Credit Agreement Covenant Amendments
-------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ: RDEN), a leading manufacturer and
marketer of prestige beauty products, announced that it has
completed the renegotiation with its bank group of certain
maintenance covenants incorporated in its $175 million asset
based credit facility which expires in 2006. The Company had
previously disclosed in its press release dated January 31,
2002, that it was in negotiations with its bank group to amend
certain covenants in light of changed economic circumstances.

The agreement with the bank group includes a waiver of non-
compliance with certain maintenance covenants for the fourth
quarter of fiscal 2002, and it also amends the related covenant
levels for each quarter of fiscal 2003 and the first three
quarters of fiscal 2004. The agreement with the banks amends
selected additional sections of the bank agreement. The cost of
the amendment is not expected to be material to the results of
the Company. The Company believes the amended covenants better
reflect current market conditions, and provide adequate
financial flexibility over the next several years.

Elizabeth Arden is a leading global marketer and manufacturer of
prestige beauty products. The Company's portfolio of leading
brands includes the fragrance brands Red Door, Elizabeth Arden
green tea, 5th Avenue, White Shoulders, Elizabeth Taylor's White
Diamonds and Passion, Geoffrey Beene's Grey Flannel, Halston,
Halston Z-14, PS Fine Cologne for Men, Design and Wings by
Giorgio Beverly Hills; the Elizabeth Arden skin care brands
Visible Difference, Ceramides and Millenium; and the Elizabeth
Arden cosmetics line.


ELSINORE: Inks Definitive Pact to Sell 4 Queens Hotel for $22MM
---------------------------------------------------------------
Elsinore Corporation (OTCBB:ELSO) announced that on March 14,
2002 its wholly-owned subsidiary, Four Queens, Inc., a Nevada
corporation doing business as the Four Queens Hotel & Casino,
entered into a definitive asset purchase agreement for the sale
of substantially all of its assets, including the hotel and
casino, to SummerGate, Inc., a Nevada corporation, for a
purchase price, subject to certain adjustments, of approximately
$22 million, plus the value of cash on hand and the assumption
of certain liabilities. In addition, pursuant to the terms of
the asset purchase agreement, SummerGate, Inc. will offer
employment to all Four Queens employees.

The assets of the Four Queens constitute substantially all of
the assets of Elsinore. Upon the consummation of the sale of the
Four Queens, Elsinore will not have an operating asset. The
Board of Directors of both Elsinore and the Four Queens
anticipate that, following the sale of the Four Queens, they
will adopt a plan of dissolution and begin the process of
winding-up and dissolving both the Four Queens and Elsinore.
Elsinore anticipates that the proceeds from the sale will be
used solely to pay the debts of the Four Queens and Elsinore, as
well as to pay any accrued and unpaid dividends on Elsinore's
outstanding 6% cumulative convertible preferred stock, plus the
liquidation preference on the Preferred Stock, if Elsinore is
dissolved. At February 28, 2002, the outstanding debt of
Elsinore was approximately $7.6 million, and the outstanding
debt of the Four Queens was approximately $7.8 million (of which
SummerGate, Inc. will assume approximately $4.0 million pursuant
to the terms of the asset purchase agreement). In addition, as
of February 28, 2002, Elsinore had outstanding approximately
50,000,000 shares of Preferred Stock, with a liquidation
preference of approximately $22 million, including accumulated
dividends, and approximately 4,993,965 shares of common stock.

In the event the Four Queens and Elsinore are dissolved, based
upon the total assets of the Four Queens and Elsinore as of
March 14, 2002 and assuming the consummation of the sale, after
the payment of the Four Queens' and Elsinore's debt and the
payment of the Preferred Stock's liquidation preference,
including accumulated dividends, there will not be any remaining
assets available for distribution to the holders of Elsinore's
Common Stock.

The beneficial owner of a majority of Elsinore's capital stock,
who exercises voting and investment authority over 100% of the
Preferred Stock and approximately 99.6% of Common Stock (on an
as-converted basis), has agreed to deliver a written consent
representing all of his shares of Elsinore's capital stock to
approve the sale of the Four Queens on March 22, 2002, assuming
that the definitive asset purchase agreement remains in effect.

Consummation of the sale is subject to a number of conditions,
including, receipt of required regulatory approvals, including
approval of the Nevada Gaming Commission, and other licensing
approvals. There can be no assurance that the conditions to the
sale will be satisfied or that the sale of the Four Queens will
be consummated.

Terry L. Caudill, President and sole shareholder of SummerGate,
Inc., has lived in Nevada for 29 years, moving to Las Vegas from
Reno in 1983. He was Corporate Vice President and Chief
Accounting Officer for Circus Circus Enterprises, Inc. (now
Mandalay Resort Group), for 11 years and participated in that
company's growth during the 1980s and early 1990s.

Terry started the Magoo's chain in 1989. In 1994, Terry left
Circus Circus to concentrate on developing Magoo's. The Magoo's
Gaming Group currently consists of fifteen locations that
emphasize gaming, including three locations operating under non-
restricted gaming licenses, all of which cater to the local Las
Vegas market. He looks forward to expanding his operations into
the downtown Las Vegas market.


ENRON CORP: Wind Debtors Tap Credit Suisse as Investment Bankers
----------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, New York, tells the Court that the Credit Suisse First
Boston's services are necessary to enable Enron Wind Corporation
and its affiliated Enron Wind Companies the to sell their U.S.
and European Assets.  Mr. Rosen relates that Credit Suisse has
been helping the Debtors market the Assets since 1999.  "Credit
Suisse's familiarity with the Enron Wind Business as well as the
business and financial circumstances surrounding the sale of the
Assets will minimize the charges to Enron Wind's estate for the
services contemplated," Mr. Rosen says.  Enron Wind asks that
CSFB's employment be approved as of February 22, 2002.

Mr. Rosen points out that Credit Suisse is one of the world's
leading corporate finance and investment banking firms and
provides financial advice to numerous Fortune 500 and other
major corporate entities and investors worldwide.

Furthermore, Mr. Rosen assures the Court, Credit Suisse's
services will not be duplicative to those performed by The
Blackstone Group and Batchelder & Partners Inc. -- Enron Corp.'s
financial advisors.  Mr. Rosen clarifies that Credit Suisse will
not be performing any traditional public accounting and auditing
services, including the preparation of annual federal and state
tax returns related to the Debtors' financial statements.
Moreover, Mr. Rosen adds, Blackstone and Batchelder will
undertake every reasonable effort to avoid any duplication of
services.

Specifically, Credit Suisse will continue to:

  (a) undertake, in consultation with members of management, a
      comprehensive business and financial analysis of the
      Businesses, including a transaction feasibility study and
      valuation analysis;

  (b) assist in developing a structure to effect the Sale;

  (c) assist in preparing sales memoranda to provide to
      prospective buyers;

  (d) assist in preparing due diligence materials for the Sale;

  (e) assist in coordinating due diligence activities of
      prospective buyers;

  (f) assist, upon further request, in negotiating the Sale with
      prospective buyers, including agreements to effect the
      Sale;

  (g) be available at the request of the Enron Wind Debtors or
      their bankruptcy counsel to meet with management of Enron
      Wind, the board of Directors of EREC, and the Creditors'
      Committee to testify for the Enron Debtors with respect to
      the Sale and its financial implications; and

  (h) assist in a non-legal capacity in preparing any necessary
      public documents to be issued, including SEC filings and
      press releases.

Under the terms of an Engagement Letter, Enron Wind and Enron
Renewable Energy Corporation agree to pay Credit Suisse a
transaction fee equal to 1% of the Aggregate Consideration
realized from a sale of the Transferred Assets at the closing of
any transaction.

In addition, Mr. Rosen continues, Enron Wind and EREC agree,
whether or not any transaction contemplated by the Engagement
Letter is proposed or consummated, to reimburse Credit Suisse
periodically for out-of-pocket expenses.  These expenses include
the fees and out-of-pocket expenses of its legal counsel and any
other advisor retained by Credit Suisse.

Enron Wind asserts that the Transaction Fee and Credit Suisse's
reimbursement policies are reasonable.

Further, Mr. Rosen adds, Enron Wind and EREC agree to indemnify
Credit Suisse and its affiliates, directors, officers, partners
and employees from losses, claims, damages or liabilities
related to these services -- except for losses that are finally
judicially determined to have resulted from Credit Suisse's bad
faith, willful negligence or gross misconduct.  Both parties
contend that these provisions are customary and reasonable for
financial advisory engagements, both out-of-court and in chapter
11.

Matthew C. Harris, managing director of Credit Suisse First
Boston Corporation, assures the Court that the firm is a
"disinterested person" with respect to Enron Wind.  But Mr.
Harris admits that Credit Suisse and its affiliates may have
rendered in the past, may render presently, or may render in the
future, advisory services to certain of the Debtors, the
Debtors' creditors and other parties in interest.  However, Mr.
Harris makes it clear that Credit Suisse will not accept any
engagement that would require the firm or its affiliates to
represent an interest adverse to Enron Wind in matters related
to these Chapter 11 cases. (Enron Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Labor Dept. Names State Street as Independent Fiduciary
--------------------------------------------------------------
State Street Corporation (NYSE: STT), the world's leading
specialist in meeting the needs of sophisticated global
investors, confirmed that it has been asked by the U.S.
Department of Labor to serve as the Special Independent
Fiduciary for Enron Corporation's 401(k), ESOP and cash balance
plans.

As Special Independent Fiduciary for Enron's plans, State
Street's responsibilities will include investing the assets,
selecting and monitoring plan investment managers and selecting
and monitoring funds offered as investment options under the
savings plan. State Street will represent the plans' interests
in the bankruptcy proceedings and in any lawsuits, which relate
to the plans. State Street will also coordinate with Enron's
plan service providers.

Said David Spina, chairman and CEO of State Street, "We are
pleased to have been asked by the U.S. Department of Labor to
serve as the Special Independent Fiduciary for Enron's plans. As
the industry leader in providing independent fiduciary services
to employee retirement plans, we have well-recognized expertise
and a proven track record in managing and overseeing retirement
plan investments."

Noting that State Street does not hold any Enron stock in a
discretionary capacity and is not a lender to Enron, David Spina
continued, "We are committed to representing the interests of
the participants and beneficiaries of the Enron plans. In the
event of any conflict concerning Enron shares held in client
portfolios, we would appoint an Independent Fiduciary to act on
our behalf."

State Street Corporation (NYSE: STT) is the world's leading
specialist in providing sophisticated global investors with
investment servicing, investment management, investment research
and trading services. With $6.2 trillion in assets under custody
and $775 billion in assets under management, State Street is
headquartered in Boston, Massachusetts and operates in 22
countries and 100 markets worldwide.

For more information, visit State Street's Web site at
http://statestreet.com

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are trading between 15 and 16. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2for
real-time bond pricing.


EXODUS COMMS: Intends to Terminate Catapult Ventures Lease
----------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates ask the
Court to approve a lease Termination Agreement with Catapult
Ventures.

According to Mark S. Chehi, Esq., at Skadden Arps Slate Meagher
& Flom LLP in Wilmington, Delaware, the Debtors and Catapult
entered into a Deed of Lease for buildings 5, 6 and 7 in Ashburn
Business Park in Chantilly, Virginia and entered into four
amendments to the Initial Lease.  The Second Amendment to Deed
of Lease, among other things, reconfigured Buildings 5,6 and 7
into two buildings.  Pursuant to the Phase II Lease, Catapult
agreed to construct the Building 4 and 5 shells while the
Debtors agreed to construct certain interior tenant
improvements.

Mr. Chehi states that since the Phase II lease was not selected
for assumption and assignment with the Debtors' assets sale to
Digital Island, the Debtors seek to eliminate any continuing
obligations of the Debtors to Catapult under the Phase II Lease
because it provides no tangible benefit to the Debtors' estates
and creditors. But since the rejection of the said lease would
result in substantial damages to Catapult that are likely to
exceed the amount of the security deposit previously paid to
Catapult, a Termination Agreement has been reached.

To consummate the transaction with Digital Island, the Debtors
were required to cure defaults in the payment of rent due to
Catapult affiliate, Eden Ventures LLC the Landlord under a lease
with the Debtors for Buildings 1, 2 and 3 located adjacent to
the premises. Mr. Chehi admits that the Phase I and Phase II
Leases contain cross-default provisions such that the defaults
of the Debtors under the Phase I Lease also constituted defaults
by the Debtors under the Phase II Lease. The Debtors, Catapult
and Eden, he continues, have determined that it was in their
best interests to resolve the issues on the Phase I Lease and
Phase II Lease as part of a single transaction.

The salient points of the Termination Agreement include:

A. The Phase II Lease will be terminated and the Debtors will
     surrender all rights, privileges and options contained in
     the Phase II Lease, including the right to possession of
     the premises;

B. The Debtors will forfeit al of their rights, title and
     interest in and to the existing security deposit in the
     amount of $4,000,000;

C. Each party will waive, release and forever discharge the
     other party of any claims arising out of or related to the
     Phase II Lease; and

D. In addition, Catapult will waive, release, and forever
     discharge the Debtors any pre-petition claims related  to
     the Premises, including all claims for any amounts due
     pursuant to the Phase II Lease.

Mr. Chehi tells the Court there is more sufficient business
justification for the Debtors to accept the proposed settlement
since it would resolve, in an expeditious and cost-effective
manner, the disputes arising from the Phase II Lease. (Exodus
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Prof. Green Appointed as Future Claimants' Rep.
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates, and the
Official Committee of Asbestos Claimants obtained authority from
the Court to appoint a Legal Representative for Future Asbestos
Claimants in these chapter 11 cases.  The Debtors and the
Asbestos Claimants' Committee named Professor Eric D. Green for
appointment to this position.

As stated in the joint motion, it is necessary to appoint a
Futures Representative to protect the interests of Future
Claimants in these cases.  One of the key elements of any
reorganization plan proposed by the Debtors will be a channeling
injunction allowing all asbestos-related claims to be channeled
to a trust for payment and satisfaction. In order to properly
establish such a trust, the interests of both current and future
asbestos Claimants must be assessed and accommodated. While the
interests of current asbestos-related Claimants are protected in
these cases with the appointment of the Official Committee of
Asbestos Claimants and by each individual claimant's right to
file a proof of claim, the Future Claimants' welfare are not
protected each individual claimant since a Futures
Representative has yet to be appointed.

Thus, both Debtors and the Asbestos Committee have agreed to
recommend Professor Green as the most qualified candidate for
Futures Representative. Professor Green is a nationally-
recognized mediator, arbitrator and neutral, having co-founded
two leading ADR firms, Endispute and Resolution LLC, and having
written about the field of ADR for over 20 years.

The appointment of Professor Green as Futures Representative
will hinge on these terms and conditions:

A. Standing - The Futures Representative shall stand to be heard
    as a party-in-interest in every matter relevant to the
    interests of Future Claimants in the Debtors' Chapter 11
    cases, whether in the Bankruptcy Court or the District
    Court, including participating in the claims objection,
    estimation and plan negotiation processes and applying to
    the Court for an order seeking clarification or expansion
    of his authority or duties;

B. Engagement of Professionals - Attorneys and other
    professionals may be retained by the Futures Representative
    with approval from the court consistent with the treatment
    afforded to other professionals in these cases;

C. Compensation - Compensation, including professional fees and
    reimbursement of expenses, shall be payable to the Futures
    Representative and his professionals from the Debtors'
    estates, subject to court approval, consistent with the
    treatment afforded to other professionals in these cases;

D. Removal - The Futures Representative may be removed or
    replaced at any time by a court order, either on its own
    motion or on a motion of any party-in-interest;

E. Liability - The Futures Representative shall not be liable
    for any damages, or have any obligations other than the
    duties prescribed in the order of appointment. He, however,
    shall not be spared from liability arising out of his
    willful misconduct or gross negligence. Any action or
    omission taken in good faith shall not be taken against him.

    Professor Green has indicated that he will not accept the
    offer as Futures Representative unless the Debtors, at
    their own cost, provide him with appropriate and
    acceptable liability insurance coverage. The Debtors thus
    seek By this motion the Court's authority to obtain
    Futures Representative Liability Insurance and pay the
    premiums necessary to maintain such.

F. Effective Date of Appointment - Once the Debtors have
    obtained the Futures Representative Liability Insurance and
    in form and substance and from a carrier satisfactory to
    Professor Green, he shall file a certificate of acceptance
    before the Court at which time his appointment is deemed to
    be effective as of the date of entry of the order approving
    this motion.

In the light that the Futures Representative would be a
fiduciary to a distinct but unknown constituency, the Court is
also allowing Professor Green to participate in the formulation
of the reorganization plan, much like the powers and duties
delegated to official committees in these cases. (Federal-Mogul
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FORMICA CORP: Look for Schedules & Statements on May 3, 2002
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the time within which Formica Corporation and its
affiliated debtors may file their schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statement of financial affairs.  The Court gives the
Debtors until May 3, 2002 to complete their Schedules and
Statements.

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. at Weil, Gotshal & Manges LLP represent the Debtors in
their restructuring efforts. As of September 30, 2001, the
Company reported a consolidated assets of $858.8 million and
liabilities of $816.5 million.


FRANK'S NURSERY: Maryland Court Approves Disclosure Statement
-------------------------------------------------------------
Frank's Nursery & Crafts, Inc. and FNC Holdings Inc. announced
that, on March 12, 2002, the U.S. Bankruptcy Court for the
District of Maryland, Baltimore Division approved the Company's
Disclosure Statement for their First Amended Joint Plan of
Reorganization as containing adequate information.

Consequently, the Company will commence solicitation of votes
from creditors and equity holders for approval of the First
Amended Joint Plan of Reorganization.

The Court has scheduled a hearing on May 1, 2002 for
consideration of confirmation of the Plan and set April 19, 2002
as the deadline both for filing objections to confirmation of
the Plan and for submitting ballots on the Plan. In addition,
the Court established February 28, 2002 (the "Record Date") as
the record date for the purpose of determining which creditors
and equity holders may be entitled to vote on the Plan.

Frank's currently operates 170 stores in fourteen states and is
the largest United States chain (as measured by sales) of
specialty retail stores devoted to the sale of lawn and garden
products. Frank's is also a leading retailer of Christmas trim-
a-tree merchandise, artificial flowers and arrangements, garden
and floral crafts, and home decorative products.

The revised Disclosure Statement approved by the court and the
Plan will be available on Frank's Nursery & Craft's Web site on
March 19 at http://www.franks.com


FRUIT OF THE LOOM: Resolves SFSC, Huizenga, et. al.'s Claims
------------------------------------------------------------
Fruit of the Loom and South Florida Stadium Corporation, the
Miami Dolphins, Ltd. and Huizenga Holdings, Inc., enter into a
stipulation and order.

Douglas N. Cohen, Esq., of Milbank, Tweed, Hadley & McCloy,
provides some background.  Around August 14, 2001, South Florida
Stadium Corp., filed a proof of claim, docketed as claim number
4403, in the amount of $5,044,400, which has been filed as a
general unsecured Claim.  The Dolphins filed a proof of claim,
docketed as claim number 4404, in the amount of $162,000, which
has been filed as a general unsecured Claim. Huizenga Holdings,
Inc., filed a proof of claim, docketed as claim number 4405, in
the amount of $2,943,000, which has been filed as a general
unsecured Claim.

On April 5, 2000, at the beginning of these proceedings, these
three parties and Fruit of the Loom entered into a Settlement
Motion.  The Motion provided that the total general unsecured
claim the Stadium Parties are permitted to assert in Fruit of
the Loom's chapter 11 case may not exceed, in the aggregate
amount, $3,250,000.  However, there was no agreement about the
appropriate allocation of the claim amount and treatment of the
claim for voting purposes.

Mr. Cohen tells Judge Walsh that, pursuant to Rule 3018 of the
Federal Rules of Bankruptcy Procedure, the Stadium Parties Filed
Claims are temporarily allowed as three Class 4A Unsecured
Claims in the total aggregate amount of $3,250,000 solely for
the purpose of voting to accept or reject the Plan.

The parties have agreed that the temporarily allowed Stadium
Parties Claims shall be allocated on a pro rata basis among the
Stadium Parties, solely for the purpose of voting to accept or
reject the Plan. Accordingly, for the purpose of voting to
accept or reject the Plan, the South Florida Stadium Corp.,
filed Claim is $2,015,000, the Dolphins filed Claim is $65,000,
and the Huizenga Holdings, Inc., filed Claim is $1,170,000.

No objections were filed to this motion so the parties are
allowed to proceed with the agreement. (Fruit of the Loom
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FUELNATION: Expects to Obtain Municipal Taxable Bond Issue in Q2
----------------------------------------------------------------
FuelNation Inc. (OTCBB:FLNT) announced the move to the town of
Davie is complete and the Bond funding is on track.

Chris Salmonson, CEO of FuelNation stated, "We are extremely
pleased with the relocating of our offices to the Town of Davie,
and are very confident we should begin the development of the
Travel Center construction this year for our new headquarters.
The move was very trying at times and the programmers and
engineers did a stellar job of overcoming all obstacles. The new
office gives us better access to the Travel Center and more
usable work space."

"We feel confident that the commitment for funding the Municipal
Taxable Bond Issue can still be obtained this quarter. We were
required to post a direct pay letter of credit for the cost of
issuance and shortfall interest letter of credit with the
Trustee prior to finalizing the bond negotiations. The letter of
credit is required to be an amount equal to approximately
$10,000,000 dollars to guarantee the cost of the bond issuance
and any short fall on the interest payments. Thank GOD that we
were able to get a commitment for this letter of credit as fast
as we did, with many thanks to all involved."

"We are completing our year-end audit with our new auditors
Moore Stephens, P.C. and will be finalizing the structure of the
company prior to funding the bond. We will be dividing
FuelNation into two companies. The Technology will be operated
under FuelNation Online for the complete management of the high-
speed networks, broadband development and R2R solutions. The
Acquisitions of Petroleum Marketers will be operated under
FuelNation Petroleum. We are currently in the process of
selecting key management for the two companies to assist with
the acquisitions, expansion and development. The listing on a
new exchange is on target and we will be trying to finalize the
listing with the funding of the bond."


GAYLORD CONTAINER: Sets Special Shareholders' Meeting for Apr. 5
----------------------------------------------------------------
A Special Meeting of the Stockholders of Gaylord Container
Corporation, a Delaware corporation, will be held in the offices
of Temple-Inland Inc., 303 South Temple Drive, Diboll, Texas, at
9:00 a.m. CST, on Friday, April 5, 2002, for the following
purposes:

          1. To consider and vote on a proposal to adopt the
Agreement and Plan of Merger, dated January 21, 2002, between
Temple-Inland Inc., a Delaware corporation, Temple-Inland
Acquisition Corporation, a Delaware corporation and an indirect,
wholly-owned subsidiary of Temple-Inland, Inc., and the Company,
and approve the proposed merger of the Purchaser with and into
the Company, with the Company surviving as an indirect, wholly-
owned subsidiary of Temple-Inland, Inc. Each share of the
Company's common stock outstanding (other than shares owned
beneficially or of record by Parent or any subsidiary of Parent
or held in the treasury of the Company, all of which will be
canceled and retired without payment of any consideration
therefor, and other than shares that are held by stockholders,
if any, who properly exercise their dissenters' rights under the
Delaware General Corporation Law), shall be converted into the
right to receive $1.17 per share in cash, without interest.

          2. To transact such other business as may properly
come before the meeting or any adjournment or postponement
thereof. The Company's Board of Directors is not aware of, and
does not intend to raise, any other matters to be considered at
the Special Meeting.

Gaylord Container is not asking stockholders for a proxy and is
requesting that stockholders not send a proxy.  If such wish to
vote their shares, they may do so only by attending the Special
Meeting and voting in person.  The Company is also instructing
stockholders not to send certificates for their stock as they
will receive instructions after the merger is effective in
regard to surrender of the certificates and receipt of payment
for their shares.

Only stockholders of record at the close of business on March
14, 2002 are entitled to notice of and to vote at the Special
Meeting or any adjournment or postponement thereof.

The firm makes brown paper packaging products used to hold food
and beverages, agricultural products, electronics, and other
goods. Gaylord produces containerboard and unbleached kraft
paper at its three mills in Arkansas, California, and Louisiana.
These products are then sent to one of Gaylord's 26 converting
facilities located throughout the US where they are converted
into corrugated boxes and sheets, multiwall bags, and retail
bags (grocery sacks). Deep in debt, Gaylord has agreed to be
bought by Temple-Inland (packaging and building products) for
$100 million in stock and the assumption of $686 million in
debt. At December 31, 2001, the company reported an upside-down
balance sheet showing a total shareholders' equity deficit of
close to $130 million.


GLOBAL CROSSING: US Trustee Appoints Investigatory Subcommittee
--------------------------------------------------------------
Effective February 25, 2002, acting pursuant to Section 1102(a)
of the Bankruptcy Code, the United States Trustee appoints a
three-member Subcommittee of the Official Committee of Unsecured
Creditors, for the purpose of investigating the issues arising
from the sale by Global Crossing Ltd., and its debtor-
affiliates, on or about June 29, 2001, of the incumbent local
exchange carrier to Citizens Communications Company for gross
proceeds of $3,369,000,000:

      A. Nationwide Insurance
         One Nationwide Plaza, Columbus, OH 43216
         Attention: Mr. Jeffrey Golbus, Manager, Public Bonds
         Phone: (614) 249-7513  Telecopier (614) 249-4698

      B. U.S. Trust Company
         499 Washington Boulevard, Jersey City, New Jersey 07310
         Attention: Mr. Corwin Chen, Senior Vice President
         Phone: (201) 533-6875  Telecopier (212) 597-0160

      C. Knights of Columbus
         1 Columbus Plaza, New Haven, CT 06510
         Attention: Mr. Michael Terry, VP, Public Bonds
         Phone: (203) 865-1710  Telecopier (203) 772-0037
         (Global Crossing Bankruptcy News, Issue No. 5;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Fiber Optek Considers Making an Offer
------------------------------------------------------
Fiber Optek Interconnect Corp., a privately-owned leading
developer and installer of fiber optic telecommunications
networks, Thursday announced that it is considering making an
offer for Global Crossing Ltd. (Nasdaq:GBLXQ).

"We believe that Global Crossing has significant value as an
operating entity," said Michael S. Pascazi, president of Fiber
Optek. "We believe any offer from us will be beneficial to the
existing shareholders, bondholders and creditors, and will
preserve Global Crossing as a going concern." He voiced
confidence in the company's strong cash flow, wide market reach
and penetration.

Pascazi further indicated that he concurs with the sentiment of
U.S. Congresswoman Louise M. Slaughter as expressed in her Feb.
11 letter to the Bankruptcy Court, in that common equity and
preferred shareholders should be included in the new capital
structure of Global Crossing. "Fiber Optek and I are common
shareholders," added Pascazi.

"We further believe that the recent Telecom downturn is over and
that leading indicators such as broadband demand, Internet use,
along with computer and wireless sales, all point to significant
opportunities for Global Crossing," Pascazi said.

"Fiber Optek is currently in discussions with a leading
institutional lender regarding potential financing for any
offer," according to Pascazi. "However, we are willing to make
room for others who may wish to join forces with us to prepare
the most advantageous bid possible."

Interested parties may contact Pascazi, CEO, Fiber Optek
Interconnect Corp. at 845/462-6356 or pres@fiberoptek.com,
http://www.fiberoptek.com

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.


GLOBAL CROSSING: Legere & Cohrs to Testify Before Congress Panel
----------------------------------------------------------------
Global Crossing confirmed it has received invitations for John
Legere, chief executive officer, and Dan Cohrs, chief financial
officer, to testify before the Subcommittee on Oversight and
Investigations, of the U.S. House of Representatives Committee
on Financial Services, on Thursday, March 21, 2002 in
Washington, DC.

In letters addressed to Messrs. Legere and Cohrs, Chairwoman Sue
W. Kelly, Congresswoman from New York, described as the purpose
of the hearing "to examine the effects of the Global Crossing
bankruptcy on investors, financial markets, and employees."

The letter also seeks Global Crossing's comment on HR 3763, "The
Corporate and Auditing Accountability, Responsibility and
Transparency Act of 2002." and guidance for the committee with
respect to "a comprehensive solution that enhances investor
confidence in the financial disclosures of telecommunications
companies."

"Global Crossing and the broader telecommunications industry
face new challenges in this tougher economic environment, and in
the light of increased public attention with respect to
accounting and financial reporting practices," said John Legere,
chief executive officer.  "As we continue to turn Global
Crossing's business around by creating a more efficient cost
structure and a business model geared toward today's economic
realities, we look forward to cooperating with the committee and
participating in the public forum this hearing enables."

The hearing is scheduled for Thursday, March 21, 2002, 10 AM
Eastern, at the Rayburn House Office Building. For more
information, please visit:
http://energycommerce.house.gov/107/news/03122002_513.htm

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, certain companies in the Global Crossing
Group (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.

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


HQ GLOBAL: Wants Schedule Filing Deadline Moved to June 13
----------------------------------------------------------
HQ Global Holdings Inc. and its debtor-subsidiaries ask the U.S.
Bankruptcy Court for the District of Delaware for more time to
file their schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory
contracts and unexpired leases and statements of financial
affairs.

Due to the limited staff available to perform the internal
review of the relevant materials needed for the completion of
the schedules and statements, the Debtors relate to the Court
that they will need until June 13, 2002 to file their Schedules
and Statements.

HQ Global Holdings Inc., one of the largest providers of
flexible office solutions in the world, filed for chapter 11
protection on March 13, 2002. Daniel J. DeFranceschi, Esq. at
Richards, Layton & Finger, P.A. and Corinne Ball, Esq. at Jones,
Day, Reavis & Pogue represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed an estimated assets of more than $100
million.


HIGHWOOD RESOURCES: Full-Year 2001 Net Loss Tops $2.6 Million
-------------------------------------------------------------
Highwood Resources Ltd., a producer of and marketer of value
added industrial mineral products in North America announced a
net loss of $2,610,768 for the year ended December 31, 2001
compared to net loss of $348,114 for the year ended December 31,
2000.

Highwood Resources Ltd. had an operating loss for 2001 of
$1,010,682, compared to an operating loss of $1,007,426 for
2000. In 2001 the Company wrote down capital assets and resource
properties by $1,326,218 compared to reporting a gain on sale of
assets of $547,429 in 2000.  In addition, previously capitalized
future income taxes of $240,246 were expensed in 2001 compared
to a credit to tax expense of $207,551 in 2000.

As a result of these charges to the income statement, the
Company reported a net loss of $2,610,768 for 2001 compared to a
net loss of $348,114 for 2000.

The net loss for the fourth quarter of 2001 was $2,316,739
compared to a net loss of $532,877 for the same period of 2000.

The operating loss for the fourth quarter of 2001 was $513,845
compared to an operating loss of $753,299 for the same period of
2000.  In the fourth quarter of 2001 the Company wrote down
capital assets and resource properties by $1,326,218.  In
addition, previously capitalized future income taxes of $473,501
were expensed in the fourth quarter of 2001 compared to a credit
to tax expense of $249,622 in the fourth quarter of 2000.

As a result of these charges to the income statement, the
Company reported a loss of $2,316,739 for the fourth quarter of
2001 compared to a net loss of $532,877 for the same period of
2000.

Highwood Resources Ltd., based in Calgary, Alberta, is a widely
held Canadian public company that is engaged in the production
and marketing of value added industrial mineral products.  The
minerals being produced include barite, talc, silica, dolomite,
gypsum and zeolite, all of which are all processed in North
America.  In addition, the Company has a 55% interest in a joint
venture facility in the People's Republic of China, which
produces barite products.

Highwood is listed on the Toronto Stock Exchange ("TSE") with
the symbol "HWD" and has 39,858,305 shares outstanding.

                Management's Discussion & Analysis

                         Overview

Highwood Resources Ltd. is engaged in the production and
marketing of value added industrial mineral products.  The
minerals being produced include barite, talc, silica, dolomite,
gypsum and zeolite, all of which are processed in North America.
In addition, the Company has a 55% interest in a joint venture
facility in the People's Republic of China (Sino-Can Joint
Venture) which produces barite products.   The primary markets
for the Company are in North America, but shipments are also
made to South America, Europe and Asia.

The 1999 acquisition of Canada Talc, a southern Ontario producer
of talc and dolomite products, strengthened the Company's focus
on providing products for the industrial filler and extender
markets. Since the acquisition, a substantial investment has
been made to upgrade and increase the capacity of the Canada
Talc facility. All filler grade talc, dolomite and barite are
processed at the Canada Talc location.  The barite is imported
from offshore, while the talc and dolomite are obtained from the
Company's mines.

Drilling mud grade barite and gypsum continue to be processed at
the Lethbridge, Alberta facility using raw ore purchased from
outside sources.  Zeolite processed at Lethbridge is obtained
from the Company's open pit mine in British Columbia.  The
silica processed at the Golden, British Columbia plant is
obtained from the Company's open pit mine at the same site.

The Company is continuing in its efforts to dispose of
non-operating location assets, specifically the mills at
Northport, Washington and Rocky Mountain House, Alberta and the
mine site at Parson, British Columbia.

The Company continues to seek joint venture partners or other
arrangements to advance the potential tantalum and beryllium
deposits at the Thor Lake property.  Together with Navigator
Exploration Inc., the Company has completed a Working Rights and
Option Agreement on the Lake Zone which provides that Navigator
can earn the right to a 51% interest in that property though the
expenditure of $1.4 million over four years and the completion
of a stream of option payments to Highwood Resources.  In
addition to this completed option agreement, a Letter of Intent
has been entered into whereby Navigator can earn a 50% interest,
being all of Highwood's interest, in the Elk Lake property by
completion of a stream of payments.

               Liquidity And Capital Resources

Cash provided from operating activities, before non-cash working
capital adjustments was a cash inflow of $117,114 compared with
a cash outflow of $20,234 in 2000.

Working capital at the end of 2001 was $2,576,819 compared with
$3,404,877 at the end of 2000.  Cash decreased to $180,040 from
$336,317 at the end of 2000.  Accounts receivable was reduced by
$764,619 to $2,530,262 at December 31, 2001.  A large part of
this reduction was due to a revision in credit terms with one
particular high volume customer.  Inventories increased by
$645,730 from $8,339,658 to $8,985,388.  This increase was due
to a build up of mud grade barite raw ore inventory at the
Lethbridge location due to lower than anticipated sales of mud
grade barite in the last quarter of 2001.  Prepaid expenses and
other assets increased by $254,079 from $95,786 at the end of
the prior year.  This was primarily a result of accrued costs
relating to the prospectus for the rights offering.  In 2002,
these costs will be used to offset gross proceeds from the
offering.  The net result of these changes was a decrease in
current assets of $21,087 to $12,045,555 from $12,066,642 in the
prior year.

Current liabilities at the end of 2001 were $9,468,736 as
opposed to $8,661,765 at the end of 2000, an increase of
$806,971.  Accounts payable and accrued liabilities increased by
$1,297,342 from $2,363,354 to $3,660,696 during 2001.  This
increase is due to the fact that in the latter part of 2001,
liabilities were incurred for the year-end inventory build-up of
mud-grade barite as well as for the prospectus issue costs. As a
result of a re-negotiated term loan facility, all of the
Company's term debt is classified as current.  The $833,333
reduction in the current portion of long-term debt, from
$3,533,333 at December 31, 2000 to $2,700,000 at December 31,
2001 is the consequence of regularly scheduled principal
payments made in accordance with the loan agreements.

The Company issued a Rights Offering, dated December 10, 2001,
for existing shareholders to subscribe for up to 21,855,458
rights exercisable into 18,002,847 common shares at $0.125 per
share, for aggregate proceeds of $2,250,356.  The expiry date of
the offering was January 11, 2002.

The rights offering was oversubscribed and as a result, the full
amount of $2,250,356 was raised.  Issue costs were approximately
$260,000.  $1,500,000 of the proceeds were used to make a
required payment to the Company's principal lender on January
15, 2002.

The terms of the current lending agreement with the Company's
principal banker require the repayment of all bank indebtedness
by March 31, 2002.  The Company is negotiating with the lender
with regards to this date and management is confident that an
extension will be negotiated prior to the March 31, 2002
deadline.

                       Long-Term Debt

The Company's term debt is currently on a demand basis and as
such, is classified as current on the financial statements at
December 31, 2001.  The amount outstanding at year-end was $2.7
million.  Subsequent to the closing of the rights offering in
January of 2002, a $1.5 million payment was made to reduce the
balance of the term debt to $1.2 million.

The Company continues to assess various refinancing alternatives
and to pursue redundant asset sales to reduce its overall debt.

                    Shareholders' Equity

At December 31, 2001 shareholders' equity was $18,219,737
compared with $20,830,505 at December 31, 2000.  This change is
due to the current year loss of $2,610,768.

                      Business Risks

The exploration for, and the development, production and
marketing of industrial minerals involves a wide range of
financial and operational risks, many of which are beyond the
Company's control.

These risks include the fluctuation of commodity prices,
financing capabilities, uncertainties of product demand,
transportation interruptions, the ability to locate and secure
commercially exploitable reserves, the volatile nature of
interest rates and foreign exchange, environmental regulations
and unpredictable equity market conditions.  Highwood strives to
mitigate these risks through proactive management, by employing
highly trained professional management and staff and through
careful planning, construction and operation of its facilities.

While it is impossible to eliminate all of the risks involved in
the Company's business, Highwood manages its affairs, to the
extent possible, to ensure that production and the underlying
assets of the Company are protected.

                              Outlook

Over the last few years, Highwood has been in a transitional
mode, rationalizing its operations, expanding capacity of
higher-value products and acquiring and redeveloping the Canada
Talc facility.

Marketing efforts have been focussed on increasing market share
in the industrial filler area and gaining customer acceptance of
our talc products.  Management expects that the Company will now
begin to bear the fruits of this effort and that Highwood
Resources will return to profitability in 2002.

The successful optioning of a portion of the Thor Lake property
for tantalum exploration is a very positive development and the
Company looks forward to being able to further exploit its Thor
Lake asset by way of a beryllium joint venture at some point in
the future.

                       Capital Assets


In 2000, the Company transferred production of gypsum and
zeolite products from the Rocky Mountain House location to the
Lethbridge mill.  The limestone quarry was sold in 2000 for a
net gain of $528,432 and the Company continues to pursue the
sale of its remaining assets at Rocky Mountain House.  In order
to more accurately reflect the net realizable value of the land,
plant and equipment, the asset has been written down, resulting
in a charge to income of $1,116,411.

                      Bank Indebtedness

The Company has lines of credit for short-term financing of up
to $3,000,000, which bear interest at prime plus 1.5%.  These
facilities have no fixed terms of repayment and are secured by a
general security agreement (covering inventory, land and mineral
claims) representing a first floating charge on all unencumbered
Company assets, assignment of comprehensive loss insurance and
unlimited guarantees from one of the Company's subsidiaries.  At
December 31, 2001, the balance outstanding on these lines of
credit, included in bank indebtedness, was $2,750,000 (2000 -
$2,170,000).

              Long-Term Debt - Current Portion

The Company has a reducing letter of credit outstanding,
currently in the amount of $71,000.  The amount due on the
letter of credit decreases each year until the expiry date of
December 31, 2009.

(a) Banking Financing - Forbearance Agreement

Effective April 30, 2001, the Company re-negotiated its lending
arrangement with its principal banker due to certain covenants
being breached at December 31, 2000.

The lending facility is comprised of three credit arrangements,
with total credit facility amounts available and interest terms
as follows:

Operating loan            $4,000,000    Prime + 1 1/2% per annum
Reducing term loan         1,200,000    Prime + 2 1/2% per annum
Reducing term loan         1,500,000    Prime + 2 1/2% per annum

All of the above facilities are demand; the reducing term loans
are fully drawn at December 31, 2001.  In absence of demand, the
reducing term loans have monthly principal repayments due in the
amount of $33,333 each, and $1,500,000 was also due and payable
prior to July 31, 2001.  This $1,500,000 payment was not made
and the lender has not waived the breach of this covenant, and
therefore the Company is in default of its term loan agreement.

The lender made demand for payment on September 4, 2001, but
subsequently withdrew this demand by way of a forbearance
agreement dated October 3, 2001.  Under the terms of this
forbearance agreement, the Lender required that the Company
reduce its operating loan balance by $500,000 at October 15,
2001, and a further $500,000 by December 31, 2001.  Furthermore,
the agreement noted that the Company was required to pay an
additional $1,500,000 by December 15, 2001 out of the proceeds
received from the rights offering (see Note 15(a)).  Both
required reductions have been made, and the maximum credit
available on the operating loan has been reduced to $3,000,000
as of January 1, 2002.  The $1,500,000 required payment was
subsequently made on January 15, 2002.

Under the debt covenants of the lending agreement, the Company
is required to maintain, as defined, a net equity amount of
$14,000,000.  The Company's net equity amount, as calculated
under this formula, was  $12,550,557 as at December 31, 2001.

However, upon completion of the rights offering on January 15,
2002, the Company's net equity amount increased to approximately
$14,550,000.

Regular payments on the reducing term loans are to continue as
scheduled.  The Lender further requires that all indebtedness,
totalling $5,450,000 as at December 31, 2001, be retired by
March 31, 2002.  As a result, the Company will need to obtain
new financing from another lender.  Continued operations are
dependent upon obtaining such new bank financing and profitable
operations.

The Company must comply with a series of covenants, and the
facility includes restrictions on further capital investment,
payment of dividends, increased indebtedness or other matters
requiring consent of its lender.  Net proceeds of asset
dispositions must be applied, at the option of the lender,
against the reducing term loans noted above.

(b) Letter of Credit

In conjunction with the forbearance agreement, Dynatec
Corporation, the Company's significant shareholder, agreed to
provide a guarantee of the Company's obligation to make the
$1,500,000 payment December 15, 2001, as previously required by
the lender.  As security for this guarantee, Dynatec has
provided a letter of credit in favour of the lender, to be drawn
at the lender's discretion in whole or in part, at any time on
or after December 16, 2001.  As a result of a successful rights
offering, the letter of credit was not drawn and has been
returned to Dynatec.

(c) Indemnity Agreement

On November 21, 2001, the Company entered into an indemnity and
security agreement with Dynatec, which provides for an indemnity
to Dynatec by the Company for claims being made by the Company's
principal lender pursuant to the Forbearance Agreement, Dynatec
Letter of Credit or the Dynatec Guarantee.  As security for the
Company's obligations under the Indemnity Agreement, the Company
has granted Dynatec a security interest in all its property,
assets and undertakings, subordinate to the prior payment to and
security of the principal lender and its assignees.


IT GROUP: Committee Signs-Up White & Case LLP as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of The IT Group, Inc., and its debtor-affiliates, moves
the Court for authority to employ and retain White & Case LLP as
its lead counsel.

John J. Hale, Committee Co-Chairperson, submits that the
Committee's desire to retain White is based on the firm's
extensive experience and knowledge in the fields of debtors' and
creditor' rights and business reorganizations under chapter 11.
Moreover, the firm had active involvement and knowledge of the
Debtors in this matter both before and after the formation of
the Committee. Before the formation of the Committee, White &
Case represented certain holders of the Debtors' 11-1/4% Senior
Subordinated Notes due in 2009 including, Chancellor Triton,
Triton CBO III, Century Funding, Ltd., and Sycamore CBO, Ltd. In
connection with the Debtors and the chapter 11 cases. Mr. Hale
believes that White & Case's retention is necessary and to the
best interest of the Committee, the Debtors' unsecured
creditors, and the Debtors' estates.

Specifically, the Committee expects White & Case to:

A. assist and advise the Committee with respect to bankruptcy
     law issues arising in these chapter 11 cases;

B. assist and advise the Committee with respect to the powers
     and duties of an official committee pursuant to section
     1103 of the Bankruptcy Code in connection with these cases;

C. coordinate with Bayard in the firm's representation of the
     Committee in these cases;

D. assist and advise the Committee as to actions necessary to
     protect and maximize the estates  of the Debtors;

E. communicate with the Committee's members and constituents as
     the Committee may consider desirable concerning the conduct
     of these cases;

F. perform all other legal services for the Committee which are
     or may be appropriate, necessary and proper;

G. represent the Committee in connection with matters and
     proceedings that may come before the Court; and

G. represent the Committee in connection with negotiations and
     discussions in regard to matters and proceedings in these
     chapter 11 cases, including, without limitation, the terms
     and provisions of a chapter 11 plan for the Debtors.

White & Case will bill for services at its customary hourly
rates which range from $90 to $630 per hour.

Thomas E. Lauria, Esq., co-chairman and partner of White & Case,
LLP, assures the Court that his Firm is disinterested within the
meaning of 11 U.S.C. Sec. 101(14).  Out of an abundance of
caution, however, Mr. Lauria discloses that his Firm has
represented, currently or may in the future represent in
matters, unrelated to these chapter 11 cases:

A. Major Bondholders: ABN AMRO, Inc., Bank One Trust Company,
     Bankers Trust Company, Bear Stearns Corp., Boston Safe
     Deposit and Trust Company, Brown Brothers Harriman &
     Company, Charles Schwab & Company, CIBC World of Markets
     Corp., CS First Boston, Deutsche Bank Alex Brown, Fiduciary
     Trust Company International, Fifth Third Bank, First Union
     Bank, First Union National Bank, J.P. Morgan Chase &
     Company, Janney Montgomery Scott, Inc., Merrill Lynch
     Safekeeping, Oak Tree Capital Management, LLC, Salomon
     Smith Barney, State Street Bank & Trust Company, Triton
     Partners, LLC, CMI Investors, LLC, Wells Fargo Bank;

B. Subsidiaries and Joint Ventures: Flour Daniel Environmental
     Services, Flour Daniel GTI International Inc.;

C. Unsecured Creditors: Bank of New York, Samsung Corp., Severn
     Trent Laboratories, Inc., Stone & Webster, United States
     Trust Company of New York;

D. Prepetition Secured Lenders: Alliance Capital Management,
     Alliance Capital Funding LLC, Allstate Insurance Company,
     Allstate Life Insurance Company, Angelo Gordon & Company
     L.P., Archimedes Funding, LLC, Archimedes Funding, LLC II,
     Archimedes Funding, LLC III, Banco Espirito Santo E
     Commercial de Lisboa, Bank Polska Kasa Opieki, S.A., BHF
     (USA) Capital Corp., Citibank, N.A., Citicorp USA, Inc.,
     Comerica Bank, Credit Lyonnais, Eaton Vance, Fleet Business
     Credit Corp., Fleet National Bank, First Union National
     Bank, Goldman Sachs Credit Partners, Key Bank National
     Association, Mitsubishi Trust and Banking Corp., ML CLO XX
     Pilgrim America, Ltd., PAMCO Cayman Ltd., PNC Bank, N.A.,
     Societe Generale, The Bank of Nova Scotia, The Industrial
     Bank of Japan, Ltd., Union Bank of California;

E. Sureties: American International Group, Kemper Environmental,
     National Fire Insurance Company of Hartford, National Fire
     Insurance Company of Pittsburgh, Reliance Insurance
     Company, Travelers Property & Casualty;

F. Underwriters: Donaldson Lufkin & Jenrette, Salomon Smith
     Barney;

G. PostPetition Secured Lender: The Shaw Group;

H. Significant Shareholders: The Carlyle Group.

Mr. Lauria assures that the firm has not otherwise represented
the Debtors, their creditors, equity security holders, or any
other party in interest, as their respective attorneys, in any
matters relating to the Debtors or their estates other than the
noteholders. Moreover, the firm bears no interest adverse to the
Committee. (IT Group Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Seeks Okay to Divest Cherry Creek Facility
-------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates,
including Integrated Health Services of Colorado at Cherry
Creek, Inc., seek the Court's authority to divest a facility
known as Cherry Creek Nursing Center, which is located at 14699
E. Hampden Avenue, Aurora, Colorado, by transferring it to the
landord, Cherry Creek, L.L.C.

The Facility's EBITDA after CapEx for 2000 was negative
$990,691. When the parties could not agree on a rental
adjustment which would make the Facility profitable, the Debtors
concluded that the Facility was of little or no value to the
Debtors' estates and should be divested in line with the
Debtors' business strategy.

The Facility was among one of the eleven skilled nursing
facilities in the Debtors' Lease Rejection Motion.  See prior
entry at [00237] (Debtors' Motion To Reject Leases Relating To
11 Facilities).  Subsequently, the landlords and the debtor-
tenants of the Facility and the Ormond Facility entered into a
Stipulation which anticipated the termination of both leases,
and the orderly transfer of the facilities pursuant to
operations transfer agreements by September 1, 2001, with no
further rental obligation from and after that date. That
Stipulation was so-ordered by the Court.

Thereafter, the Debtors and Cherry Creek successfully concluded
an arms-length negotiation of the terms of the Transfer
Agreement.

Accordingly, the Debtors move the Court, pursuant to sections
105(a), 363(b), and 365(a) and (b) of the Bankruptcy Code, and
Rules 6004 and 6006 of the Bankruptcy Rules, for entry of an
order approving and authorizing

(1) the Transfer Agreement, by and between Transferor, and
     Cherry Creek, L.L.C. as landlord and transferee;

(2) an Amendment No. 1 which amends the Transfer Agreement;

(3) the Medicare Stipulation Among Debtors, the United States of
     America on behalf of the United States Department of Health
     and Human Services, and Cherry Creek LLC;

(4) the Debtors' assumption and assignment of the Transferor's
     Medicare provider number and provider reimbursement
     agreement to Cherry Creek.

                 The Facility and Financing

In August, 1995, East Hampden Associates Limited Partnership
(the Partnership); East Hampden Management, Inc., the Managing
General Partner and sole General Partner of the Partnership (the
General Partner); Transferor; and IHS entered into a Facility
Agreement relating, among other things, to the operation of the
Facility. At or about the same time, the Transferor loaned
$3,000,000 to the Partnership, on a full recourse basis,
evidenced by a certain Term Note, and provided a $500,000
revolving line of credit to the Partnership.

In or about January 1998, Cherry Creek became the owner of the
real property, improvements and personal property constituting
the Facility. On or about December 23, 1998, Cherry Creek (the
new owner of the Facility), Transferor and IHS entered into a
First Amendment to Facility Agreement. The secured indebtedness
which encumbered the Facility was refinanced by Finova Capital
Corporation pursuant to a certain Loan Agreement, dated as of
December 23, 1998, between Cherry Creek and Finova. IHS agreed
to indemnify Finova with respect to environmental matters at the
Facility, and executed an Environmental Certificate and
Indemnity Agreement, dated as of December 23, 1998.

                    The Transfer Agreement

The Transfer Agreement governs the transition of the Facility to
Cherry Creek in accordance with applicable state and federal
law, and provides for the termination of the Facility
respiratory services.

The Transfer Agreement also provides for: (i) the transfer to
Cherry Creek of all of Transferor's inventory, resident lists
and records, furnishings, fixtures, equipment and vehicles,
among other things, which are located at the Facility; (ii) the
rejection, and the assumption and assignment of contracts and
personal property leases to which Transferor or IHS is a party;
(iii) the transfer of Resident Trust Funds; (iv) the filing of
Medicare and Medicaid final cost reports; (v) the employment of
Transferor's employees; (vi) the disposition of unpaid accounts
receivable; and (vii) access to the Transferor's records.

The Transfer Agreement grants Cherry Creek the option of
assuming the Transferor's Medicare provider number and provider
reimbursement agreement. In the event that Cherry Creek makes
such an election, and the Transferor assumes and assigns the
Medicare Provider Agreement to it, Cherry Creek must assume and
satisfy those obligations and liabilities under said Medicare
Provider Agreement which arise after the Effective Time. If any
payments are required in order to cure any defaults as a
condition to Cherry Creek's assumption of the Medicare Provider
Agreement, then Cherry Creek is required to pay those sums. In
this case, Cherry Creek has elected to accept an assignment of
the Transferor's Medicare Provider Agreement, and the United
States has calculated that no Cure Payment is required. Cherry
Creek has assumed responsibility for obtaining its own Medicaid
Provider Agreement.

Cherry Creek assumes all risk arising out of failure to obtain
new Medicare and/or Medicaid provider numbers or agreements with
respect to the Facility. Cherry Creek has agreed not to
discharge or cause the discharge of any Medicare or Medicaid
beneficiaries who are residents or patients of the Facility
immediately prior to the Effective Time by reason of Cherry
Creek's inability to bill Medicare or Medicaid with respect to
such residents or patients. Cherry Creek further agrees to
indemnify Transferor and IHS from and against all damages,
claims, losses, penalties, liabilities, actions, fines, costs
and expenses incurred by Transferor which arise out of Cherry
Creek's failure to accept assignment of the Medicare and/or
Medicaid Provider numbers or agreements, including, but not
limited to, the discharge from the Facility of any Medicare or
Medicaid beneficiary who was a resident or patient of the
Facility after the Effective Time.

                      Amendment No. 1

Amendment No. I clarifies the procedure which the parties have
agreed to follow in the Transfer Agreement with respect to the
mechanics of handling payments that are received after the
Facility is transferred.

                    Medicare Stipulation

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

The Debtors draw the Court's attention to the result which the
Debtors' estates will realize: the divestiture of unprofitable
facility that the Debtors have been unable to turn around, and
the elimination of significant ongoing administrative
liabilities.

Accordingly, the Debtors submit that the transfers of property,
and the actions which are described in the Transfer Agreement
and Amendment No. I, are prudent and appropriate, and that
entering into the Transfer Agreement as amended represents an
exercise of sound business judgment which should be approved and
authorized by the Court. (Integrated Health Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INT'L FIBERCOM: Seeking Okay to Retain PwC as Financial Advisors
----------------------------------------------------------------
International Fibercom, Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Arizona for permission
to employ and retain PricewaterhouseCoopers to perform financial
advisory and accounting services, nunc pro tunc to the Petition
Date.

Before the Debtors sought chapter 11 protection, they have
consulted with PricewaterhouseCoopers on the restructuring of
their financial affairs.  This engagement has afforded
PricewaterhouseCoopers familiarity on the Debtors' businesses
and potential issues that may arise in these proceedings.
Having extensive experience in Chapter 11 proceedings, the
Debtors are confident that PricewaterhouseCoopers is well
qualified to assist them in these Chapter 11 proceedings.

The Debtors expect PricewaterhouseCoopers to:

     i) assist the Debtors in preparing cash collateral budgets,
        projections and feasibility analyses, and participating
        in all related meetings;

    ii) assist the Debtors in preparing financial information
        and reports reasonably required by lenders and any
        creditors' committees, and participating in all related
        meetings;

   iii) assist the Debtors in the preparation of financial
        information for distribution to creditors and other
        parties in interest, including cash receipts and
        disbursements analysis, legal entity financial
        statements, and analysis of various asset and liability
        accounts;

    iv) assist the Debtors in analyzing creditor claims by
        type and entity;

     v) assist in the formulation of any Chapter 11 plan
        proposed by any of the Debtors, including feasibility
        and liquidation analysis necessary to support disclosure
        statement approval and confirmation of such plan(s);

    vi) provide litigation consultation services and expert
        witness testimony as requested by the Debtors;

   vii) give advice regarding corporate issues related to
        restructuring;

  viii) assist the Debtors in preparing all reports and filings
        as required by the Court or the Office of the United
        States Trustee, including any monthly operating reports,
        Schedules of Assets and Liabilities, and Statements of
        Financial Affairs and Executory Contracts of the
        Debtors;

    ix) participate in meetings focused on coordinating the
        various professionals and resources necessary to the
        Debtors' restructuring efforts; and

     x) render any other financial advisory services that may be
        required by the Debtors.

PricewaterhouseCoopers' current customary hourly rates as
charged to both bankruptcy and non-bankruptcy clients by the
personnel assigned from the Phoenix office are:

          Partners           $370 per hour
          Directors          $295 per hour
          Managers           $275 per hour
          Senior Associates  $215 per hour
          Associates         $170 per hour

In the event that personnel from PricewaterhouseCoopers'
national practice are required to be involved at the Debtors'
request, the national rates apply:

          Partners                     $500-$595
          Managers/Directors           $350-$495
          Associates/Senior Associates $175-$325

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: Taps Lemle & Keheller as Louisiana Gen. Counsel
----------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates ask for
permission to employ and retain Lemle & Keheller as general
counsel to represent them in proceedings in, and legal matters
arising under the laws of, the State of Louisiana during the
course of these Chapter 11 cases.

According to Patrick M. Leathem, Esq., at Richards, Layton, &
Finger in Wilmington, Delaware, Lemle is well qualified to
represent the Debtors as general counsel for legal matters
pertaining to the State of Louisiana. Lemle is one of the oldest
full-service law firms in that State, serving regional and
national clients form more than 100 years.  The law firm is
qualified to perform legal services covering a broad range of
practice areas which includes casualty and products liability,
commercial transactions, toxic tort, litigation, oil and gas,
environmental law, antitrust, maritime, real estate, tax,
bankruptcy, medical and legal malpractice and employment law.

Kaiser believes that the firm can provide effective and
efficient services regarding the Debtors' chapter 11 case
because the firm has obtained valuable institutional knowledge
of the Debtor's businesses and affairs, having served the
Debtors since 1953 as general counsel with respect to all areas
of the law in that state.  Before the petition date, the firm
has represented Kaiser in:

A. numerous asbestos lawsuits filed against the Debtors in
       Louisiana;

B. contract matters relating to the Debtors' normal business
       operations;

C. real estate matters, including the transfer of property
       belonging to the Debtors;

D. matters involving the Debtors' employee benefits;

E. environmental and other regulatory matters involving the
       Debtors' normal business operations; and

F. general litigation matters involving the Debtors, including
       numerous lawsuits arising out of the 1999 explosion at
       the Debtors' Gramercy, Louisiana facility.

Going forward, Lemle will:

A. advise and assist the Debtors concerning the interpretation
       and application of Louisiana law with respect to certain
       ordinary course transactions and operations of the
       Debtors;

B. represent the Debtors on numerous asbestos lawsuits filed
       against the Debtors in that state;

C. represent the Debtors in other litigation matters arising
       from their Louisiana operations, including those relating
       to the operations of the Debtors' Gramercy facility;

D. advise and consult with the Debtors on all areas of Louisiana
       law which pertain to the Debtors' business affairs;

E. continue to represent the Debtors with respect to various
       prepetition lawsuits, including advice and assistance
       with respect to litigation and claims that raise issues
       of Louisiana law as they relate to these chapter 11
       cases;

F. advise and assist the Debtors concerning the interpretation
       and application of Louisiana law with respect to certain
       discrete matters related to the administration of these
       chapter 11 cases; and,

G. advise and assist the Debtors concerning any other matters in
       these chapter 11 cases that involve the application of
       Louisiana law.

Lemle will charge the Debtors on an hourly basis for legal
services at its customary hourly rates.  The Lemle professionals
who will primarily provide services to the Debtors and their
corresponding rates are:

      Professional       Position           Hourly Rate
      ------------       --------           -----------
      L. Edwards         Partner             $250
      J. Vaudry          Partner             $225
      G. Huffman         Partner             $225
      D. Kelly           Partner             $210
      H. Welch           Partner             $210
      A. Baird           Partner             $210
      R. Moore           Partner             $200
      W. West            Partner             $160
      D. Foster          Partner             $150
      D. Whitaker        Partner             $150
      L. Easterling      Partner             $150
      T. Paulsen         Partner             $135
      L. Hand            Associate           $135
      D. Redmann         Associate           $130
      D. Minvielle       Associate           $125
      M. Sepcich         Associate           $120
      R. Emmett          Associate           $110
      M. Baileys         Associate           $105
      T. Prout           Associate           $100
      S. Eichin          Of Counsel          $190
      H. Johnson         Of Counsel          $135
      M. DiGiglia        Special Counsel     $175
      N. Martin          Special Counsel     $150
                         Paraprofessionals    $90

Mr. Leathem relates that before the petition date, the Debtors
disbursed $580,187 to Lemle on February 8, 2002.  After applying
$451,347.94 of that amount to fees and expenses for prepetition
work, Lemle holds a $128,839.06 retainer.  Including the
February payment, the Debtors paid Lemle $6,244,993.59 during
the year immediately preceding the petition date.

B. Richard Moore Jr., Esq., a partner of Lemle & Keheller, LLP,
assures the Court that Lemle has no connection with the Debtors,
their creditors, the U.S. Trustee or any other parties-in-
interest in these chapter 11 cases or the firm's respective
attorneys or accountants, and is a "disinterested person" in
these cases.  Lemle, however, currently represents or had
represented several parties-in-interests in matters unrelated to
theses cases including American Electric Power Co., Bank One
Trust Co. N.A., Coral Energy Resources LP, Cytec Industries
Inc., and Reliant Energy Inc.  Because the Debtors are a large
enterprise with thousands of creditors and other relationships,
the firm is unable to state with certainty that every client
relationship or other connection has been disclosed.  In the
event that Lemle discovers additional information that requires
disclosure, the firm will file a supplemental disclosure with
the Court. (Kaiser Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KING PHARMACEUTICALS: S&P Assigns BB+ Rating to $400MM Bank Loan
----------------------------------------------------------------
Standard & Poor's assigned its 'BB+' senior secured debt rating
to drug manufacturer King Pharmaceuticals Inc.'s proposed $400
million senior secured bank revolving credit facility due 2007.
At the same time, Standard & Poor's affirmed its corporate
credit, senior secured and senior unsecured debt ratings. Rating
Outlook is stable.

The ratings on King Pharmaceuticals are based on the continued
success of company's lead product, the cardiovascular drug
Altace, as well as on the company's increasing sales diversity,
growing financial flexibility, and improved financial profile,
offset by the risks inherent in a growth-by-acquisition business
strategy.

Bristol, Tennessee-based King Pharmaceuticals continues to focus
on acquiring and increasing the sales of pharmaceuticals that
have been under-promoted by their prior owners. Altace, the
antihypertensive treatment acquired in late 1998, continues to
benefit from increased marketing support from King and its
comarketing partner, Wyeth, as well as from Altace's unique
indication that it reduces the risk of stroke, heart attack, and
death from cardiovascular causes in high-risk patients over 55.

King's recent successful track record of product acquisitions
has enabled the company to increasingly diversify it product
sales. Thus, although Altace still represents more than 30% of
King Pharmaceuticals' annual sales, and even though that
percentage may increase, given the strong sales growth prospects
for that drug, other acquired products, such as Levoxyl, a
thyroid drug obtained from the company's acquisition of Jones
Pharmaceutical in 2000, have become key sales contributors as
well.

The sales success of King's products has enabled the company to
aggressively repay acquisition-related debt and provide the
funding for future acquisitions. Indeed, the company was able to
fund its latest acquisition, four products from Bristol-Myers
Squibb for $285 million, without incurring additional debt.

Nevertheless, the company will generally remain reliant on
further acquisitions to expand its product portfolio, given that
it does not have a significant internal research and development
program.

                        Outlook

King Pharmaceuticals plans to continue to grow its sales force
and marketing infrastructure in order to support its broadening
portfolio, as well as expand its internal R&D program. In
addition to the new, undrawn $400-million revolving-credit
facility, the company has over $900 million in cash on hand.
Thus, the company has considerable financial flexibility to
continue to pursue its product acquisition strategy within its
rating category. Standard & Poor's does not expect King to
significantly deviate from its current pace of acquisitions.

             Details of Credit Facility Security

King Pharmaceuticals' proposed credit facility is secured by a
first priority pledge of 100% of the stock of each direct and
indirect subsidiary of the company, as well as by a perfected
first priority security interest in substantially all tangible
and intangible assets of King Pharmaceuticals and its
subsidiaries. The credit facility is guaranteed by all current
and future subsidiaries of King Pharmaceuticals.

Standard & Poor's simulated default scenario stressed operating
cash flows and asset values in arriving at the rating. However,
under a severe distress scenario, the performance and asset
values could erode, potentially leading to bank lenders'
ultimate recovery falling short of the total facility amount.


KMART CORP: S&P Identifies CMBS Deals Affected By Store Closings
----------------------------------------------------------------
Standard & Poor's said that CMBS transactions continue to
benefit from diversity . . . and not many have been
significantly affected by Kmart store closures.

On March 8, 2002, Kmart Corp. announced the closure of 284 under
performing stores. Standard & Poor's has identified 40 loans in
29 CMBS transactions it rates in which Kmart stores are slated
to close. The store closures have thus far resulted in two
rating actions taken by Standard & Poor's. The ratings on the
class B and C certificates of CNC Pass-Through Certificates
Series 1994-1, a credit tenant lease transaction, were lowered
on March 11, 2002 to triple-'C' and triple-'C'-minus from
single-'B' and triple-'C', respectively. In addition, the
ratings on the class K, single-'B'-plus, and L, single-'B',
certificates of GMAC Commercial Mortgage Securities Inc.'s
series 2000-C2 were placed on CreditWatch with negative
implications on March 13, 2002.

Standard & Poor's will continue to monitor this situation.

        CMBS Transactions Affected By Kmart Store Closings

Deal  KmartExposure  LowestRated   # of Loans  Kmart as Credit
Name  as % of Pool   Cert in Deal  with Kmart  % of GLA Support
      By Loan Amount               Closure
----  -------------- ------------  ----------  ----------------

ASC97D05  0.13%       BB-            1          100      7.92%
BACM01P1  1.67%       B-             1          65       1.79%
CONSC891  2.31%       BBB-           1          100     33.00%
CCSC00C3  2.27%       B-             1          24       2.00%
CNC19941  8.29%       CCC-/Watch Neg 3          100      6.00%
CSF01CF2  0.12%       B+             1          100      5.75%
CSF97C01  0.97%       B              1          SA(1)    3.43%
CSF97C02  2.54%       AAA            5          89      33.62%
CSF98C01  0.53%       B-             2          51       3.04%
DLJ98CF1  1.35%       B              1          47       2.62%
FULB97C2  0.53%       CCC            1         100      0.76%
FULB98C2  0.13%       BB+            1          SA       8.94%
FUNB01C3  1.86%       B-             1          29       2.76%
GMAC00C2  1.92%       B/Watch Neg    2          100      2.15%
GMAC97C1  0.85%       B/Watch Neg    1          41       3.57%
GMAC99C2  0.40%       BB-            1          67      11.31%
GSM298C1  0.79%       BB+            2          61       7.84%
GSM299C1  0.43%       B-/Watch Neg   1          78       3.03%
LBC98C04  0.68%       BB+            3          69       7.25%
LBUB01C3  0.21%       CCC            1          60       1.25%
MLM97C02  1.30%       B-             1          42       2.11%
MLM98C03  3.90%       CCC            1          22       2.88%
MSC198CF  1.63%       B-             1          49       5.08%
MSC198W1  0.34%       B-             1          57       1.67%
MSDW01T5  0.67%       B-             1          45       1.00%
SASC96CFL 0.65%       BB+            1          100     25.93%
SBM700C1  0.32%       B-             1          88       2.29%
SBM701C2  0.64%       B-             1          54       1.90%
TIAA01C1  2.65%       B-             1          24       1.79%

Deal count: 29
Loan count: 40
(1) SA-shadow anchor

DebtTraders reports that KMart Corp.'s 9.875% bonds due 2008
(KMART18) (an issue in default) are trading between 46 and 49.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18
for real-time bond pricing.


KMART CORP: Carrefour Denies Rumors of Acquiring Debtors' Assets
----------------------------------------------------------------
DebtTraders reports that Carrefour, a French supermarket
company, denies rumors that it was interested in acquiring Kmart
Corporation.

Kmart Corporation filed for Chapter 11 bankruptcy protection on
January 22, 2002. The Company has been struggling with high debt
levels as well as declining market share to competitors, Wal-
Mart and Target. Kmart hopes to emerge from bankruptcy in 2003.

DebtTraders analysts Daniel Fan, CFA, and Blythe Berselli, CFA,
advise that Kmart Corporation's 12.50% bonds due 2005 are one of
its Actives, and are last quoted at a price of 47.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART9for
real-time bond pricing.


LAIDLAW: Asks Court to Approve Stipulation with Union Pacific
-------------------------------------------------------------
Union Pacific Corporation and Laidlaw Inc., and its debtor-
affiliates entered into a Stock Purchase Agreement on December
5, 1994 where the Debtors acquired from Union Pacific all of its
outstanding shares in H.M.W.A. Corporation and indirectly, in
USPCI Clive Incineration Facility, Inc.

Pursuant to the Stock Purchase Agreement, Union Pacific agreed
to reimburse, indemnify, defend and hold Laidlaw harmless from,
against and in respect of any Claims incurred by or asserted
against the Debtors, HMWA, Clive or any subsidiary, exceeding
$5,000,000, as a result of any breach of any representation or
warranty made by Union Pacific in the Stock Agreement.

Shortly after closing, Khosrow Semnani -- doing business as SK
Hart Engineering -- asserted a claim.  The Debtors sought
indemnification from Union Pacific and asserted that Union
Pacific breached its warranties in the Stock Agreement by not
disclosing the existence of a contract with Semnani.  Union
Pacific denied its obligation to indemnify the Debtors in
connection with the Semnani Claim.

On June 30, 1995, Union Pacific and the Debtors entered into a
Joint Representation Agreement to facilitate the defense of the
Semnani Claim. Both parties agreed to suspend the election
period for Union Pacific to dispute its indemnification
obligations. The parties also agreed to each engage a law firm
to provide a joint defense of the Semnani Claim with each party
paying one-half of the reasonable fees and expenses incurred by
the two law firms being engaged. Yet, each party has the right
to assert that it should not have had to incur all or part of
the fees and expenses incurred under the Joint Representation
Agreement and to seek reimbursement from each other.

The Semnani Claim was resolved in favor of the Debtors, with the
Debtors not paying any sum approaching $5,000,000. Union Pacific
incurred in excess of $700,000 in attorneys fees and expenses
for the defense of the claim. Since the Debtors did not pay any
claim of more than $5,000,000, Union Pacific says it isn't
obligated to indemnify the Debtors in connection with the
Semnani Claim.

After the Debtors refused to reimburse Union Pacific's expenses,
Union Pacific filed, on April 23, 2001, a lawsuit against the
Debtors in the United States District Court for the Eastern
District of Texas, Marshall Division.  That suit was stayed by
virtue of the Debtors' filing for Chapter 11 protection.

Accordingly, Union Pacific asks the Court to lift the automatic
stay for the case to proceed in the District Court.

Francis E. Kenny, Esq., at Nixon Peabody, LLP, in Rochester, New
York, asserts that relief from the stay should be granted
because:

    (a) judicial economy supports lifting the stay to allow the
        District Court in Texas to make an orderly determination
        of the contract at issue;

    (b) relief would result in complete resolution of the
        issues;
        and

    (c) litigation in the Texas Court would not prejudice the
        interests of other Creditors.

                         *     *    *

After Union Pacific filed this Motion, the Debtors and Union
Pacific negotiated a consensual resolution of the underlying
dispute.  The Debtors ask Judge Kaplan to put his stamp of
approval on a Stipulation memorializing the parties' agreement
that:

  (a) Union Pacific is allowed a general unsecured claim in the
      amount of $659,224, in full satisfaction of any and all
      claims of Union Pacific against the Debtors in connection
      with the Texas District Court Case and the underlying
      dispute, including any claims related to the Semnani
      Claim and the Joint Representation Agreement; and

  (b) Union Pacific will immediately discontinue the Texas
      District Court case. (Laidlaw Bankruptcy News, Issue No.
      15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LANCE TRUST: Fitch Slashes Leveraged Asset Notes to Low-B Level
---------------------------------------------------------------
Fitch Ratings downgrades both the leveraged asset notes of LANCE
Trust, series 1999-1 and the leveraged asset notes of LANCE
Trust, series 00-1-A. These notes were previously placed on
Rating Watch Negative on Feb. 4, 2002. They are now removed from
Rating Watch. Both trust series are synthetic collateralized
loan obligations (CLOs) which allow investors to participate in
the credit performance of diversified pools of bank loans
originated by Chase Manhattan Bank, the swap counterparty.

The following securities are downgraded:

                    LANCE Trust 1999-1

                                             To         From
     $27,500,000 leveraged asset notes
     maturing on Jan. 15, 2005               B          BBB

                    LANCE Trust 00-1-A

     $23,000,000 leveraged asset notes
     maturing on Oct. 15, 2005               B          BBB-

LANCE Trust, series 1999-1, which closed on Dec. 15, 1999, was
established to provide credit protection on up to $550 million
reference portfolio of senior bank loans.

LANCE Trust, series 00-1-A, which closed on Oct. 17, 2000, was
formed to provide credit protection on up to $460 million
reference portfolio of senior bank loans.

After reviewing the portfolio's current default levels,
evaluating the credit quality of the remaining loan pool,
conducting extensive discussions with the sponsor/swap
counterparty, and performing cash flow stress runs based on the
remaining life and quality of the reference assets, Fitch
Ratings has determined that the original ratings assigned to the
above-mentioned leveraged asset notes no longer reflect the
current risk to the noteholders. Fitch's rating action reflects
higher than expected level of defaults amongst originally high
grade bank loans in the portfolios of both transactions. Fitch
will continue to monitor and review these transactions for
future rating adjustments.


LANDSTAR INC: Arranges Credit Line to Facilitate Reorganization
---------------------------------------------------------------
LandStar Inc. (OTC Bulletin Board: LDSR) -- www.landstarinc.com
-- advises that the Board of Directors have approved an
amendment to the agreement pursuant to the purchase of the
PolyTek group of companies.

During the period since January 8, 2001, when the Company
assumed management control of PolyTek, the Company has been in
discussion with our auditors and with legal counsel with respect
to the effective closing date of the purchase transaction.  This
discussion evolved around determination of when all elements of
the purchase had been transacted under governing laws, and when
in accordance with those laws, the acquisition had been
completed. It has been determined that the transaction did not
close until February 28, 2002.  The Company will be issuing
revised quarterly reports and financial statements for quarters
ending in March, June and September of 2001. The effect of this
adjustment is material and readers are encouraged to review
forthcoming amended reports.

The Company is pleased to announce that the former PolyTek
operating facilities have been reorganized as operating units of
LandStar Polymer Recovery, Inc., a wholly owned subsidiary of
LandStar, Inc.  In conjunction with this reorganization, Chuck
Smith PE has been appointed President of LandStar Polymer
Recovery, Inc.  Mr. Smith will lead a program to reconfigure and
upgrade the production facilities and will address product mix,
market position and profitability.  The Company is pleased to
advise that the Company has arranged a new credit line to
facilitate this reorganization.

The Company advises that International Monetary Group, Inc.
(IMG) of Jupiter, Florida has been engaged as the Company's
investment bankers and advised on structuring the new credit
facility.  Patrick Harrington, President of IMG, stated, "The
credit facility that has been provided to the Company provides
stability to the crumb rubber production division and allows the
Company management to refocus efforts on development of the
devulcanized rubber business.  We believe that the potential of
devulcanized rubber is significant and having a stable division
producing raw materials for devulcanization is an essential
ingredient in achieving that potential."

In reference to the corporate reorganization, Company President,
Elroy Fimrite stated, "LandStar has invested heavily in rubber
recycling intellectual capital and is now positioned to
capitalize on that investment. The acquisition, validation and
commercialization of our licensed devulcanization technology
have required patience from management and from our investors.
We believe that we are now positioned, with the support of a
strong investment banking team, to reward that patience with a
progressive enhancement of profitability and shareholder value."

To find out more about LandStar Inc., visit its Web site at
http://www.landstarinc.com

At September 30, 2001, the company reported a working capital
deficit of about $18 million.


LEVEL 3 COMMS: Completes Acquisition of CorpSoft for $89 Million
----------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) announced that it
has closed the acquisition of CorpSoft, Inc., a major
distributor, marketer and reseller of business software, which
conducts its business under the name Corporate Software.

Level 3 paid $89 million in cash to acquire Corporate Software.
At closing, Corporate Software had net debt of approximately $31
million.  The privately held company had 2001 revenues of
approximately $1.1 billion. Corporate Software had 2001 EBITDA
of approximately $18 million, excluding stock-based compensation
expense, one-time restructuring charges and other non-recurring
employee costs.

Based in Norwood, Massachusetts, Corporate Software is an
industry leader in the field of software marketing, procurement
and license management.  It is a key distributor of software
products from Microsoft, IBM/Lotus, Novell, Sun Microsystems,
Computer Associates, Symantec and 200 other software publishers.
Corporate Software serves more than 5,000 business customers in
128 countries, and counts half of the Fortune 500 among its
existing customer base.

"This transaction positions Level 3 to take advantage of a shift
in the information technology (IT) marketplace which we have
identified as fundamental to our company's success," said James
Q. Crowe, chief executive officer of Level 3.

"For decades, the IT industry has been shaped by data processing
and data storage price-performance improvement rates that have
been nothing short of astounding and communications costs that
have, until recently, improved at far slower rates.  As a
result, enterprises have generally located computing and storage
resources at the point of use, even though many IT professionals
have pointed out the benefits of making software functionality
and data storage available as a commercial service accessed
remotely over broadband networks," Crowe continued.

"We believe the combination of Level 3's continuously
upgradeable network, and Corporate Software's expertise in
software lifecycle management and marketing, as well as strong
customer relationships, position us to benefit as companies
change the way they buy and use software capability," said
Crowe.

"Our goal is to make the purchase of software services over the
Level 3 network as simple and reliable as buying voice services
is today," said Crowe. "Level 3's integration of Corporate
Software will be focused on three areas: the potential
distribution of software and software functionality over Level
3's broadband network; the expansion of (i)Structure's business
by leveraging Corporate Software's customer base; and cost
savings opportunities including utilizing Corporate Software's
expertise to manage Level 3's IT expense," said Crowe.

Howard Diamond, chairman and chief executive of Corporate
Software, said, "We entered into this relationship with Level 3
because it affords us the resources and technology to reach new
levels of innovation and service for our customers and partners.
This is an exciting time for our company and we look forward to
working to exceed our customers' expectations and maintaining
our industry leadership.  Our mission remains unchanged -- to be
the global leader in improving the way companies acquire,
implement and manage software."

Corporate Software, which employs approximately 800 people
worldwide, will continue to be headquartered in Norwood.  The
company's existing management team will remain in place.

Corporate Software is a global leader in improving the way
companies acquire, implement and manage software technology.
Founded in 1983, Corporate Software delivers a full-service
offering that helps more than 5,000 customers in 128 countries
achieve maximum return on their software investments through
dedicated software licensing experts, comprehensive procurement
and license management tools, and product selection consultation
on business-critical software, including desktop, storage,
security, infrastructure and data management.  Corporate
Software's industry recognition includes rankings in Software
Magazine's and VARBusiness' lists of the world's foremost
software and services providers.  Based in Norwood, MA,
Corporate Software's annual worldwide revenues exceed $1
billion.  For more information, visit http://www.corpsoft.com

Level 3 (Nasdaq: LVLT) is a global communications and
information services company offering a wide selection of
services including IP services, broadband transport, colocation
services and the industry's first Softswitch based services.
Its Web address is http://www.Level3.com

                         *   *   *

As reported in the Feb. 1, 2001 edition of Troubled Company
Reporter, Standard & Poor's lowered its ratings of Level 3
Communications Inc., with the ratings remaining on CreditWatch
with negative implications.

      Ratings Lowered and Remaining on CreditWatch Negative

     Level 3 Communications Inc.       TO             FROM
       Corporate credit rating         CCC+           B-
       Senior unsecured debt           CCC-           CCC+
       Subordinated debt               CCC-           CCC
       Shelf registration:
        Senior unsecured       prelim. CCC-   prelim. CCC+
        Preferred stock        prelim. CC     prelim. CCC-

The downgrade, according to the international rating agency, is
based on continued weak industry fundamentals, the company's
leveraged balance sheet, potential covenant violations, and the
continued decline in asset values in the long-haul sector. The
deterioration in asset value, in combination with the level of
bank debt in the company's capital structure, warrants a two
notch differential between the corporate credit and senior
unsecured debt ratings.

DebtTraders reports that Level 3 Communications's 11.250% bonds
due 2010 (LVLT3) are trading between 50 and 52. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LVLT3for
real-time bond pricing.


MAXICARE HEALTH: Enters Settlement Agreement with TriZetto Group
----------------------------------------------------------------
The TriZetto Group, Inc. (Nasdaq: TZIX) announced that it has
entered into a $3.9 million settlement agreement with Maxicare,
a customer that filed for Chapter 11 bankruptcy protection in
May 2001. Under the settlement agreement, TriZetto will receive
$1 million in cash for services provided in 2001 following
Maxicare's bankruptcy filing. In addition, TriZetto will be paid
$2.9 million to provide a reduced level of data center
operations and software support in 2002. The agreement provides
for the orderly transfer of responsibility for such services
from TriZetto to Maxicare by December 31, 2002.

Of the $3.9 million total settlement, $1.2 million was received
on March 13, 2002 and the remainder will be paid in monthly
installments beginning April 1, 2002 and continuing through the
end of the year. TriZetto will have an administrative claim for
such payments, which will be given priority over the claims of
general unsecured creditors.

The settlement agreement does not affect TriZetto's right to
seek recovery of approximately $1 million in unpaid receivables
related to services performed prior to Maxicare's bankruptcy
filing or damages related to early termination of the agreement.
TriZetto believes that it is adequately reserved to cover
receivables for services provided in 2001 that will not be
recovered under the settlement agreement.

The TriZetto Group, Inc., offers a broad portfolio of healthcare
IT products and services that can be delivered individually or
combined to create a comprehensive solution. The company
provides proprietary and third-party software on a licensed or
hosted basis, e-business applications, consulting services and
business services, such as claims, billing and enrollment
processing. Focused exclusively on healthcare, TriZetto serves
more than 500 payers, providers and benefits administrators. Its
payer customers serve more than 90 million health plan members,
or approximately 40 percent of the insured population of the
United States. Headquartered in Newport Beach, Calif., TriZetto
can be reached at (800) 569-1222, http://www.trizetto.com

Maxicare Health Plans Inc. operates HMO subsidiaries in
California and Indiana. Maxicare offers group, Medicaid, and
Medicare HMO policies; PPO insurance; point-of-service plans;
pharmacy programs; and wellness programs to its more than
350,000 members (about 70% are in California). Through Maxicare
Life and Health Insurance, the company provides group life and
accident policies. Snyder Capital Management, a subsidiary of
Nvest, owns more than 30% of Maxicare. Due to continued losses,
the company plans to close its operations in Indiana.


MCLEODUSA INC: Court Okays Skadden Arps as Chapter 11 Counsel
-------------------------------------------------------------
McLeodUSA Inc. obtained Court approval to employ Skadden, Arps,
Slate, Meagher & Flom (Illinois) as Counsel in its Chapter 11
case.

Specifically, Skadden Arps will:

(a) advise the Debtor with respect to its powers and duties as
     debtor and debtor in possession in the continued
     management and operation of its business and properties;

(b) attend meetings and negotiate with representatives of
     creditors and other parties in interest and advise and
     consult on the conduct of the Chapter 11 case, including
     all of the legal and administrative requirements of
     operating in Chapter 11;

(c) take all necessary action to protect and preserve the
     Debtor's estate, including the prosecution of actions on
     its behalf, the defense of any actions commenced against
     its estate, negotiations concerning all litigation in
     which the Debtor may be involved and objections to claims
     filed against the estate;

(d) prepare on behalf of the Debtor all motions, applications,
     answers, orders, reports and papers necessary to the
     administration of the estate;

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

(f) advise the Debtor in connection with any sale of assets;

(g) appear before this Court, any appellate courts, and the
     U.S. Trustee, and protect the interests of the Debtor's
     estate before such courts and the U.S. Trustee; and

(h) perform all other necessary legal services and provide all
     other necessary legal advice to the Debtor in connection
     with this chapter 11 case.

                          Compensation

The Debtor agrees to pay Skadden Arps by the hour under the
Firm's bundled rate structure:

       Partners                                  $480 to $695
       Counsel and Special Counsel               $470
       Associates                                $230 to $470
       Legal Assistants and Support Staff        $80 to $160
(McLeodUSA Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MULTI-LINK TELECOMMS: Begins Trading on OTCBB Effective March 15
----------------------------------------------------------------
Multi-Link Telecommunications, Inc. (Nasdaq: MLNK, MLNKW), a
provider of integrated voice messaging services for small
businesses, announced it had received a written Nasdaq Stock
Market Staff Determination on March 7, 2002 stating that its
common stock and warrants will be delisted from the Nasdaq
SmallCap Market effective on the opening of business on March
15, 2002.

The Nasdaq Stock Market Staff Determination advised Multi-link
Telecommunications, Inc. that it was not in compliance with
several Nasdaq Stock Market, Inc. marketplace requirements for
continued listing on the Nasdaq SmallCap Market, including
failure to comply with the audit committee requirements of
Marketplace Rule 4350(d)(2), to maintain the minimum $2,000,000
net tangible asset requirement or the alternative minimum
stockholders' equity requirements of $2,500,000 (Marketplace
Rule 4310(C)(2)(B) and to pay annual listing fees (Marketplace
Rule 4310(C)(13)).

The Company has decided that it has no realistic grounds upon
which to appeal against this determination and accordingly its
common stock and warrants will be delisted from the Nasdaq
SmallCap Market effective on the opening of business on March
15, 2002.

Effective on the opening of business on March 15, 2002, the
Company's stock and warrants will trade on the over the counter
bulletin board market under the symbols MLNK and MLNKW
respectively.

Multi-Link specializes in providing messaging solutions for
small businesses.  Currently operating in eight markets, today
Multi-Link has more than 100,000 subscribers.


NATIONAL STEEL: Taps Piper Marbury for Bankruptcy Legal Services
----------------------------------------------------------------
National Steel Corporation, and its debtor-affiliates sought and
obtained permission to employ Piper Marbury Rudnick & Wolfe as
their counsel as of the Petition Date for prosecution of their
chapter 11 cases.

Ronald J. Werhnyak, National Steel's Vice President, General
Counsel and Secretary, contends that the continued
representation by Piper Marbury as restructuring counsel is
critical to the success of the Company's reorganization.  The
Debtors have selected Piper Marbury as attorneys because of the
firm's experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under chapter 11
of the Bankruptcy Code, Mr. Werhnyak explains.  Thus, Mr.
Werhnyak asserts, the firm is well suited for the proposed
representation. "The Debtors also desires to employ Piper
Marbury under a general retainer because of the extensive legal
services that will be required in connection with their chapter
11 cases and the firm's familiarity with the business of the
Debtors and their affiliates," Mr. Werhnyak states.

Specifically, the Debtors will look to Piper Marbury to:

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

  (b) attend meeting and negotiate with representatives of
      creditors and other parties in interest, and advise and
      consult on the conduct of the cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

  (c) advise the Debtors in connection with any contemplated
      sales of assets or business combinations, including
      negotiating any asset, stock purchase, merger or joint
      venture agreements, formulating and implementing any
      bidding procedures, evaluating competing offers, drafting
      appropriate corporate documents with respect to the
      proposed sales, and counseling the Debtors in connection
      with the closing of any sales;

  (d) advise the Debtors in connection with post-petition
      financing and cash collateral arrangements, negotiate and
      draft documents relating to such, provide advice and
      counsel with respect to the Debtors' pre-petition
      financing arrangements, provide advice to the Debtors in
      connection with issues relating to financing and capital
      structure under any plan of reorganization, and negotiate
      and draft documents relating to such transactions;

  (e) advise the Debtors on matters relating to the evaluation
      of the assumption or rejection of unexpired leases and
      executory contracts;

  (f) advise the Debtors with respect to legal issues arising in
      or relating to the Debtors' ordinary course of business,
      including attendance at senior management meetings,
      meetings with the Debtors' financial and turnaround
      advisors, and meetings of the board of directors, advise
      the Debtors on employee, workers' compensation, employee
      benefits, labor, tax, environmental, banking, insurance,
      securities, corporate, business operation, contracts,
      joint ventures, real property, press/public affairs and
      regulatory matters, and advise the Debtors with respect to
      continuing disclosure and reporting obligations, under
      securities laws;

  (g) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      these estates, any negotiation concerning litigation in
      which the Debtors may be involved, and the prosecution of
      objections to claims filed against the estates;

  (h) prepare on behalf of the Debtors all motions,
      applications, answers, orders, reports and papers
      necessary to the administration of the estates;

  (i) negotiate and prepare on the Debtors' behalf any plan of
      reorganization, disclosure statement and related
      agreements and documents, and take any necessary action on
      behalf of the Debtors to obtain confirmation of such
      plans;

  (j) attend meetings with third parties and participate in
      negotiations with respect to the above matters;

  (k) appear before this Court and any appellate courts, and
      protect the interests of the Debtors' estates before such
      courts; and

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

Mark A. Berkoff, Esq., a Piper Marbury partner, tells Judge
Squires that the Firm received an initial $300,000 retainer.  In
addition, Mr. Berkoff reports that the Debtors paid an advance
of $35,690 for the filing fess associated with these cases.
"Prior to the Petition Date, Piper Marbury drew the full amount
of the initial retainer to pay for fees and expenses incurred
prior to the Petition Date but were unbilled specifically
because such amounts had not yet been processed through Piper
Marbury's billing system," Mr. Berkoff says.  To the extent that
the amounts paid to Piper Marbury exceed the final billed
amount, Mr. Berkoff assures the Court that such excess payment
shall be returned to the retainer account held by Piper Marbury
to pay any fees, charges and disbursements which remain unpaid
at the end of the reorganization cases.

During the course of the reorganization cases, Mr. Berkoff
relates that Piper Marbury intends to issue periodic statements
as requests for an interim payment against the reasonable fee to
be determined at the conclusion of the representation.  For
professional services, Piper Marbury's fees are based on its
standard hourly rates:

-- $300 to $615 for partners,
-- $180 to $315 for associates, and
-- $115 to $175 for legal assistants and certain support staff.

Mr. Berkoff assures the Court that the members, counsel and
associates of the firm does not have any connection with the
Debtors, their affiliates, their creditors or any other parties
in interest in these cases.  Accordingly, Mr. Berkoff asserts
that Piper Marbury is a "disinterested person" as the term is
defined in Section 101(4) of the Bankruptcy Code. (National
Steel Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NAVISTAR: Weak Market Spurs Fitch to Cut Ratings to Low-B Level
---------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt rating
for Navistar International Corporation to 'BB+' from 'BBB-' and
the senior subordinated debt rating to 'BB-' from 'BB'. The
Outlook remains Negative.

In conjunction with the downgrade of Navistar, Fitch has
downgraded the senior unsecured debt ratings of Navistar
Financial Corporation to 'BB+' from 'BBB-' and its senior
subordinated debt rating to 'BB-'from 'BB'. The downgrade is a
result of the close link between the parent and NFC. The
declining trends in capitalization and asset quality over the
past few years have resulted in NFC's financial strength to be
more closely aligned with parent Navistar's debt rating. NFC's
Rating Outlook remains Negative, reflecting Navistar's Rating
Outlook.

The ratings downgrade reflects the ongoing industry downturn in
Navistar's core medium and heavy-duty truck markets in North
America. After hitting a peak in fiscal year 1999 at 431.6
thousand units in Class 5-8 trucks, industry demand fell a
precipitous 34% over the next two years to 284.8 thousand units
in FY 2001. Navistar positioned for the cyclical downturn by
building up liquidity from new debt issuances allowing for a
manufacturing operations cash balance of $806 million at FYE
2001 ended Oct. 31, 2001. Moreover, in preparation for the
downturn and to better position the business, various steps had
been taken to enhance the operating flexibility and efficiency
of the company.

However, the severity and the protracted nature of the current
downturn, capital expenditure requirements to continue the
NGV/NGD programs, cash funding requirements for pension funding,
and other factors are expected to absorb a sizable amount of
cash into the business this year. For the year, capital
expenditures of $250 million ($65 million in excess of
depreciation and amortization), working capital requirements for
the start-up of new engine lines, cash funding requirement for
pensions, and cash usage by the manufacturing operations are
anticipated to work through about $200-$300 million of liquidity
before any additional funding.

In fact much of this liquidity had been applied in the first
quarter as manufacturing cash balances declined to $369 million
at quarter ended Jan. 31, 2001. Fitch recognizes that much of
the swing is working capital related which should swing back
largely with production levels that are expected to turn up
again moderately in the ensuing quarters.

Even as balance sheet debt expanded from $572 million at Oct.
31, 2000, to $966 million at Oct. 31, 2001, approximately $380
million of equipment was financed through sale/lease back
transactions during the year, adding to the off-balance sheet
funding liabilities. Overall, the greater debt levels have
contributed to a lessening of debt holder protection.

While some signs are pointing positive for a nascent recovery in
retail truck demand in the next several quarters, the current
risk factors such as the continued excess supply of used
vehicles and the depressed recovery on equipment, tilt the
balance negative. Not withstanding the pre-buy activity and the
related dynamic associated with the October 2002 EPA Consent
Decree, it may be premature to call the market upturn in the
next several quarters. Fitch will monitor closely these industry
activity levels, along with other traditional set of metrics.

Intermediate to longer term, Fitch expects that Navistar is well
positioned to recover smartly from the eventual cyclical
recovery in the industry. Even in the midst of the recent weak
environment, Navistar's new product introductions have been
going well with good reception by customers. Indicators, such as
increases in order receipt share in the medium duty segment
where much of Navistar's new product rollout have been to date,
bode well for prospects beyond the current downturn.
Additionally, Navistar has lowered its cost structure to be far
more competitive. Diesel engine expansion and exposure have
served Navistar well and continue to be a longer-term positive.
Overall, the fundamentals of Navistar's franchise remain well
intact through this downturn and stands poised to recover
strongly longer term with the eventual cyclical upturn.

Navistar, a commercial truck manufacturer, holds the leading
overall share (26%) of the North American Class 5-8 truck and
school bus market. In heavy trucks (Class 8), NAV has a 16%
market share (Freightliner has a leading 35+%). In medium trucks
(Classes 5-7) and school buses, NAV has leading shares of 33%
and 60%, respectively. Heavy trucks are currently 22% of NAV's
total manufacturing sales, medium trucks are 25% and buses are
14%, while NAV's profitable and fast-growing mid-range diesel
engine business is 25% and service parts distribution is 14%.
NAV has an extensive (882 locations) distribution network of
dealers in the United States and Canada and is increasing its
presence in Latin America. At FY 2001, 83% of the sales and
revenue base was US-based with the remaining portion coming from
Canada, Mexico, and other Latin American markets predominantly.


NORD PACIFIC: Reaches Pact to Sell Copper Interests in Australia
----------------------------------------------------------------
Nord Pacific Limited has reached agreement on the sale of its
Girilambone and Tritton copper interests in New South Wales,
Australia.  The Company will be concentrating its efforts on the
exploration and development of the Company's wholly owned gold
deposits in the Tabar Islands of Papua New Guinea and the
exploration of the potentially high grade Mapimi silver-gold-
base metal project in Durango, Mexico.  The copper interests are
being acquired by Straits Mining Ltd., a wholly owned subsidiary
of Straits Resources Limited, which was Nord Pacific's joint
venture partner for more than 10 years in the Australian
operations.

According to Mark R. Welch, President and CEO of Nord Pacific,
the sales transaction with Straits is expected to close in the
near future, and represents an opportunity for the Company to
progress independently towards the development of a significant
asset in the gold industry. Mr. Welch said that the Straits
transaction also represented settlement of all differences
between the two companies regarding the future of Nord Pacific's
Australian copper mining interests. As a result, Nord Pacific
will receive A$1,260,000 in cash (US$643,000) and be relieved of
all project liabilities.

The Girilambone project, identified and engineered by Nord
Pacific and jointly managed with Straits, has been widely
recognized in the copper industry as an innovative, state-of-
the-art copper mine which pioneered the commercial aerated heap
leaching of sulphide copper deposits, using solvent extraction
and electrowinning technology to produce high purity copper
metal cathodes.   However, economic operations at Girilambone
are coming to an end as reserves have been mined out.  Mr. Welch
said that completion of the Straits transaction eliminates any
further conflicts as to how to proceed with Girilambone closure
and salvage operations, including any future obligations of the
Company with respect to long-term reclamation.

       Tabar Islands Gold Activities  (100% Nord Pacific)

The Tabar Islands gold exploration and development activities
are located in the Tabar Islands of New Ireland Province, Papua
New Guinea.  Nord Pacific has been involved in gold exploration
on the islands since 1983, much of which was through a joint
venture with Kennecott Exploration (now part of Rio Tinto) and
Niugini Mining. In 1993, Nord Pacific bought out Kennecott and
Niugini.  The purchase is subject to an option for these
companies to participate in the project if a mine is developed
which produces more than 150,000 ounces of gold per year by
reimbursing the Company a multiple of its expenditure.

The Tabar Islands are located in what is commonly referred to as
the Lihir Gold Corridor, which consists of four island groups
stretching from the Feni Islands at the southeast to the Tabar
Islands at its northwestern end.  Within this corridor, the
existence of significant gold mineralization has been
established on Feni Island, Lihir Island and the Tabar Islands.
The corridor is located off the northeastern side of New
Ireland.

Lihir Island contains the largest known gold resource and
reserves in this corridor.  The gold resource is among the
largest in the world.  The total resource on Lihir contains in
excess of 42,000,000 ounces of gold.  Lihir Gold Ltd, a
consortium led by Rio Tinto, commenced mining activities in the
mid 90's.  Current production is around 650,000 ounces of gold
per year.

The geology of gold mineralization found on the Tabar Islands
appears to be similar to that of Lihir Island, which is within
sight of the Tabar Islands.  Gold mineralization is extensive
throughout the Tabar Islands. The Tabar Islands are considered
by many professionals to be among the most attractive
exploration areas in the world in terms of potential for
discovery and development of world-class gold deposits, such as
Lihir.

From 1983 until 1997, extensive exploration and drilling
activities were conducted on each of the three main islands of
the Tabar Islands Group (Simberi, Tatau and Tabar).  All of the
defined resources in the Tabar Islands are located on the
northernmost Simberi Island, although extensive gold and copper
mineralization has also been identified on the other two main
islands of Tatau and Tabar.  More than A$45 million has been
spent on exploration and predevelopment activities on the
islands.

On Simberi Island, and particularly at the Pigiput deposit,
drilling activities (diamond, air core and reverse circulation)
have delineated substantial sulphide resources, some of which
are of a  "bonanza" nature.   For example, one diamond drill
hole intercepted a 5-meter (16.5 feet) zone 130 meters (430
feet) below the surface, which assayed 140 grams/tonne (4.5
ounces per tonne) of gold. A similar intersection was
encountered within a distance of about 250 meters (820 feet) of
the first hole.  These, and numerous other high-grade
intersections, help explain Nord Pacific's enthusiasm for the
potential to discover and develop significant gold deposits on
the Tabar Islands. The resource delineated to date on Simberi
Island is estimated to contain about 1.5 million ounces of gold,
of which half is in lower grade near-surface oxide
mineralization. The balance is contained in deeper, but higher
grade, sulphides.

Within these resources, Nord Pacific has established proven
reserves containing nearly 300,000 ounces of gold in the surface
oxides, at current gold prices and currency exchange rates.  The
proven reserves are the subject of the Simberi Gold Project.

The Simberi Gold Project is already a defined mining project.
The National Government of Papua New Guinea has granted a Mining
Lease authorizing the development of the Simberi Gold Project,
and most necessary permits are in hand with the remainder
readily obtainable.  The Project as currently defined consists
of mining about 6.2 million tonnes of ore at an average mined
grade of 1.46 grams/tonne, containing 292,142 ounces of gold,
which would produce approximately 266,000 ounces of marketable
gold over 7 years following a 1 year construction period, using
conventional metallurgical processing technology.  The Company
estimates that cash costs of production will be less than US$150
per ounce.  Capital costs for the initial phase of the project
are currently estimated at about A$34 million (US$17 million).
The Company does not foresee any significant environmental
problems in proceeding with the Project, and has been granted
the requisite environmental and operating permits. Significant
potential exists to extend the life of the project.

Nord Pacific has developed an extensive technical database with
respect to mineralization on the islands and continues to
maintain in good order its exploration and mining licenses
covering the whole of the islands (about 250 square kilometers).
The Company employs a senior geologist on-site, who continues to
conduct further grass roots exploration as well as provide site
management services.  Through work performed during 1997, the
Company believes it also validated a new exploration technology,
which could significantly reduce the cost and time required for
exploration. Application of the technology was successfully
tested by confirming the location and extent of a deep sulphide
resource, which had previously been delineated by drilling. The
Company is optimistic that these new technologies and techniques
can enhance and simplify the process of discovering new areas of
mineralization and commercially mineable ore bodies in the
future.

              Mapimi Project (100% Nord Pacific)

This project involves the exploration and economic evaluation of
the extension of the old Mapimi mines in Durango State, Mexico.
The old mines produced 6 million tons of ore with an average
value in excess of US$300 per ton at today's metal prices.  The
ore contained high-grade zinc, lead, gold and silver
mineralization.  A CSAMT geophysical survey conducted by Nord
Pacific to the northwest of the old operations shows that a
large anomalous zone exists below pediments, and it is
postulated that this anomaly is an extension of the old mines.
It is proposed that some exploratory drilling be done to test
this theory.  Because of the size of the project, it may be
appropriate to bring in a major mining company to fund the
exploration when market conditions improve.

The Company is encouraged by the recent improvement in the price
of gold and, in forthcoming months, the Company's efforts will
be directed towards securing financing for development of
Simberi, as well as for additional exploration which will be
required to determine the extent of the gold and silver deposits
controlled by the Company.  The Directors and Staff of Nord
Pacific are committed to deriving maximum value from its gold
and silver assets for the benefit of its shareholders.

Nord Pacific is an international resource company that has
significant interests in producing mines and developing
projects, and manages high-potential exploration projects. Nord
Pacific's common stock trades on OTCBB under the symbol NORPF
and on the Toronto Stock Exchange under the symbol NPF. The
company produces copper in Australia and is engaged in
exploration for and development of copper, gold, silver, and
other base metals in Australia, Papua New Guinea and Mexico.
Nord Pacific is proposing developing the Tritton Copper mine in
Australia in the foreseeable future. In June of last year, the
company defaulted on its debt owed to Straits Resources.


OPTI INC: Has Not Enough Cash to Continue After a Year's Time
-------------------------------------------------------------
OPTi was founded in 1989 and is an independent supplier of
semiconductor products to the personal computer market. During
2001, the Company shipped more than two million core logic and
peripheral products (such as USB controllers and docking
stations) to over 50 motherboard and add-on board manufacturers
located primarily in Asia and the U.S.

Net sales for the year ended December 31, 2001 decreased 67% to
$7.6 million, compared to net sales of $23.2 million for the
year ended December 31, 2000. This decrease in net sales was
mainly attributable to a one-time fully paid license in the
amount of $13.3 million that the Company received during 2000.
Net product sales decreased 23% to $7.6 million as compared to
net product sales of $9.9 million in 2000. This decrease in net
products sales for 2001, was attributable to a decline in
embedded core logic sales, offset in part, by an increase in USB
controller sales.

Gross margin for 2001 decreased to approximately 53% as compared
to approximately 72% in 2000. This decrease in gross margin is
attributable to the license revenue of $13.3 million in 2000,
which had no associated cost of goods sold. Gross margin as a
percent of net product sales in 2001 was approximately 53% as
compared to 35% in 2000. This increase in gross margin as a
percentage of net product sales during 2001, was attributable to
the Company selling previously written down product during the
year and lower costs of manufacturing that the Company was able
to secure during 2001.

Research and development expenses for 2001 decreased
approximately 9% to $509,000, compared with $559,000 in 2000.
This decrease in R&D expenses for 2001 was related to the
Company's decision to terminate all future product development
in July of 2001. In the future the Company may hire consultants
to provide some Research & Development.

Selling, general and administrative expenses for 2001 were $4.3
million as compared to $7.0 million for 2000. This represented
an approximate 39% decrease in Selling, general & administrative
expenses year over year. This decrease was primarily related to
the reduction in costs and expenses in defending and settling
the Crystal litigation of approximately $2.4 million, as well as
decreased costs related to reduced headcount expenses and lower
costs relating to reduced net sales.

Net interest and other income for 2001 was $1.7 million as
compared to $2.1 million in 2000. Interest and other income
consists principally of interest income and has primarily
decreased due to lower average interest rates in 2001 as
compared to 2000, offset in part, by $0.2 million the Company
received by selling its bankruptcy claim against TriTech
Microelectronics of Singapore.

The Company's effective tax rate was 1% for 2001 and 2% for
2000. The Company's effective tax rate differed from the federal
statutory rate in 2001 and 2000 primarily due to the utilization
of prior year tax losses carried forward.

The Company's net income for the year ended December 31, 2001
was $878, as compared to net income of $11,044 for the year
ended December 31, 2000.

As of December 31, 2001, the Company's principal sources of
liquidity included cash and cash equivalents and short term
investments of approximately $34.8 million and working capital
of approximately $35.5 million. After the cash distribution paid
by the Company in February 2002 of $17.5 million, and the
proposed distribution of Tripath Technology stock, valued at
$3.4 million at December 31, 2001, the Company believes that the
remaining sources of liquidity will satisfy the Company's
projected working capital and other cash requirements through at
least the next twelve months.

OPTi has derived most of its sales (about two-thirds) from its
core logic chipsets, which are used to control key internal
functions of PCs and embedded applications. It has continued to
ship chipsets, and has licensed its core logic technologies, but
stopped developing new core logic products in order to center
its strategy on development of chips -- especially USB
(universal serial bus) controllers -- used to regulate the
interchange of information between computers and peripheral
devices. Manufacturers in Asia have accounted for more than half
of OPTi's sales. OPTi has announced plans to shut down its
business and liquidate all of its assets.


PACIFIC GAS: Preemption Nixed from Second Amended Plan
------------------------------------------------------
The Plan Proponents, Pacific Gas and Electric Company, and PG&E
Corporation, have eliminated from their Plan the provision
that Section 1123(a) of the Bankruptcy Code preempts any
otherwise applicable non-bankruptcy law that may be contrary to
its provisions.  The Second Amended Joint Plan says, instead,
that "the Debtor reserves the right to seek relief from the
Bankruptcy Court as appropriate, including enforcement of the
Confirmation Order under section 1142(b) of the Bankruptcy
Code."

The Proponents intend to show at the Confirmation Hearing that
the Plan meets the criteria for implied preemption of a limited
number of State Laws because they are primarily economic in
nature and stand as an obstacle to the effective reorganization
of the Debtor.

At the Confirmation Hearing, the Proponents will prove the
following:

-- The disaggregation of the Debtor's assets as provided by the
Plan is essential to the ability of the Debtor and its
successors to obtain the financing necessary to pay all Allowed
Claims in full, and for the Debtor to emerge from this Chapter
11 Case as a financially healthy, viable going concern.

-- A limited number of laws, regulations and decisions
administered by the CPUC would effectively prohibit, veto or
nullify the restructuring transactions necessary to implement
the Plan. These laws are directed primarily at economic
regulatory goals, not at protecting public health and safety.

-- Application of the specific CPUC laws to the Plan would
effectively veto an effective reorganization within a
reasonable time frame, and therefore stand as an obstacle to
the purposes and policies of Congress in enacting the
Bankruptcy Code.

-- Public health and safety regulation of the Debtor and the
entities created pursuant to the Plan will continue on an on-
going basis before, during and after consummation of the Plan,
and therefore there will be no "gap" in such regulation as a
result of the Plan. Thus, even if the limited number of laws to
be preempted are directed in part at protecting public safety,
any impacts due to such limited preemption will be wholly
mitigated by the other regulation or contractual provisions
applicable to the Plan.

   * The Disaggregation of the Debtor's Assets

The Proponents will demonstrate at the Confirmation Hearing that
the Restructuring Transactions, including the associated
alignment of the disaggregated businesses with the appropriate
regulatory jurisdictions, are critical and necessary components
to the successful reorganization of the Debtor.

Specifically, the Proponents will demonstrate that:

(a) the disaggregation will enable the disaggregated entities to
    borrow approximately $2 billion more;

(b) in the absence of the requisite Internal Restructurings and
    the Reorganized Debtor Spin-Off, the Debtor would not
    immediately return to investment grade creditworthiness;

(c) creditors would be unwilling to accept debt securities from
    a non-investment grade entity, and therefore any alternate
    plan of reorganization that does not immediately return the
    Debtor to investment grade creditworthiness would not be
    approved by creditors.

In the Second Amended Disclosure Statement, the Plan Proponents
relate that, once the rating agencies and the financial markets
determined that the California regulatory authorities were not
going to institute remedies to adequately address the financial
distress caused by the California energy crisis, the rating
agencies downgraded the Debtor's credit ratings to non-
investment grade levels (Caa2 by Moody's and D by S&P). As a
result, the Debtor was unable to access the capital markets,
meet its power procurement obligations, or satisfy its
outstanding debt obligations, thereby forcing it to file this
Chapter 11 Case. Without proper and adequate remedies to address
the Debtor's significant financial losses, the Debtor will
remain at non-investment grade credit ratings and be incapable
of raising sufficient amounts of capital to consummate the Plan,
the Plan Proponents tell the Court.

Given that the rating agencies currently have no basis to
believe that the CPUC will implement structural regulatory
reforms to restore the financial health of the Debtor, the
disaggregation of the Debtor's current business, together with
the attendant shift in regulatory oversight, is economically
necessary for the Debtor to emerge from bankruptcy, the
Proponents represent.

"FERC's market-based regulatory policy is viewed more positively
by the rating agencies and is expected to enhance the
creditworthiness of ETrans, GTrans and Gen," the Plan Proponents
note, "In a research report dated March 30, 2001, S&P commented
that, as a general matter, the direction of electricity
deregulation should be addressed at the federal level."

In further support of the need to shift Gen to a market based
regime, the Plan Proponents cite a report dated October 5, 2001
by S&P:

     "The [P]lan, if approved by creditors and regulators and
     adopted by the bankruptcy court, bodes well for the
     utility's bondholders because it is projected to satisfy in
     full all outstanding claims by these creditors. Regulation
     of [Gen] would be transferred from California to the FERC,
     which must approve a proposed 12-year fixed-rate [power
     sales agreement] with the utility. Key to the success of
     the [P]lan is the FERC's approval of the long-term [power
     sales agreement]."

The Committee espoused a similar view in the Committee Response,
the Plan Proponents aver. (See prior entry at [00290].)

The Proponents believe, and the rating agencies have indicated,
that the New Money Notes and the Long-Term Notes cannot be
expected to receive investment grade ratings if any of the
Restructuring Transactions are eliminated or materially
modified.

The Plan Proponents also point out that the CPUC in its proposed
term sheet has not proposed any structural regulatory reforms to
sustain the economic viability of the Debtor under continued
CPUC regulation, but instead has proposed that the Debtor's
retail rate revenues be intentionally held below even minimal
cost of service ratemaking levels for a period of time in order
to pay past debts.

Based on these, the Proponents will demonstrate at the
Confirmation Hearing that the disaggregation proposed by the
Plan is necessary and essential to the Debtor's emergence from
bankruptcy.

   * Public Health and Safety Regulation

"Under the Plan, ongoing Public Health and Safety Regulation
will continue," the Plan Proponents tell the Court, "After the
Effective Date, except insofar as CPUC regulation of ETrans,
GTrans and Gen will be or is already superseded by FERC
regulation, the existing regulation of the Debtor's operations
by numerous federal, state and local agencies will continue over
the respective businesses of the Reorganized Debtor, ETrans,
Gtrans and Gen."

The Plan Proponents tell the Court that:

-- The FERC already regulates the rates, terms and conditions of
   electric transmission services provided by the Debtor. ETrans
   will thus continue under FERC jurisdiction. The CPUC's
   current regulation of the Debtor's natural gas transmission
   and storage rates and services does not emanate from state
   law; rather, such authority has been delegated by Congress to
   the states solely under federal law.

-- FERC will regulate GTrans and Gen because their activities
   after the Effective Date will be interstate rather than
   intrastate. The FERC has exclusive jurisdiction over such
   interstate transactions and facilities. Similarly, upon
   GTrans' acquisition of interconnected interstate pipeline
   assets in Oregon under the NGA, the CPUC's federally-
   delegated authority over the Debtor's intrastate gas pipeline
   facilities will automatically cease, and the FERC will have
   exclusive jurisdiction over all of GTrans' facilities.

-- In addition, CPUC regulation of the Debtor is subject to
   other limitations in federal and state law and under the
   United States and California Constitutions applicable to
   regulation of business entities in general.

   For example, the so-called "filed rate doctrine" affirmed by
   the United States Supreme Court prohibits the CPUC from
   precluding the full and timely recovery of wholesale power,
   transmission or natural gas costs incurred by retail energy
   utilities such as the Debtor or Reorganized Debtor under
   rates or tariffs approved by FERC under the FPA or NGA. The
   NGA also precludes the CPUC from prohibiting the Debtor
   GTrans from applying to the FERC for a certificate of public
   convenience and necessity and related rates and tariffs to
   provide interstate natural gas utility services. Part I of
   the FPA, governing the licensing, resource planning and
   operation of hydroelectric projects on navigable streams and
   waterways, precludes the CPUC from attempting to directly or
   indirectly regulate the economic and environmental terms and
   conditions applicable to such projects.

   The preemptive authority of FERC under the PA supplants any
   CPUC regulation which would require Debtor or Reorganized
   Debtor to purchase wholesale power for its "net open"
   position through the ISO when the Debtor or Reorganized
   Debtor do not meet the creditworthiness standards established
   under the ISO's FERC-approved tariffs. Nor may the CPUC under
   state or federal law confiscate property by forcing the
   Debtor or Reorganized Debtor to operate at a financial loss
   or to accept assignment of contracts from third parties, such
   as above-market power purchase contracts between the DWR and
   wholesale power suppliers. Such a confiscation would violate
   the Takings and Due Process clauses of the California and
   U.S. Constitutions.

   The Atomic Energy Act, which authorizes the NRC to license
   and regulate all aspects of public safety relating to nuclear
   power plants, similarly precludes the CPUC from attempting to
   regulate the safety aspects of nuclear power, even if the
   CPUC labels its regulation as "economic."

However, the Proponents do not seek to preempt ongoing
regulation by the CPUC of retail gas and electric service and
rates. Under the Plan, the output of the generation facilities
will be sold to the Reorganized Debtor under a FERC-approved
rate schedule. The CPUC, however, will still regulate the retail
distribution and sale of that power to consumers, subject to the
federal "filed rate" doctrine. In addition, other state and
local agencies and political subdivisions will continue their
traditional role of regulating the public health and safety
aspects of the Reorganized Debtor as well as ETrans, GTrans and
Gen under applicable laws and regulations, the Plan Proponents
point out.

The Plan contemplates that the Reorganized Debtor will retain
all of the thousands of existing permits and licenses necessary
for its business and continue to operate under their existing
terms and conditions, and that each of ETrans, GTrans and Gen
will in effect "step into the shoes" of the Debtor with respect
to all existing permits and licenses applicable to their
respective businesses and operate under the existing terms and
conditions without change.

There are also over 520 existing franchises granted by various
cities and counties throughout the Debtor's service territory.
The Plan contemplates that the Reorganized Debtor will assume
the Franchises and will not seek to assign such Franchises;
rather, ETrans and GTrans will enter into new Franchise
agreements in the ordinary course of business where necessary
and appropriate.

Likewise, in the case of safety regulation of the Debtor's
natural gas transmission and storage system, the Proponents
indicate that the substantive standards established by the
Department of Transportation under the federal Pipeline Safety
Act will continue unchanged, even though the CPUC will no longer
administer that program under its current delegation from the
Secretary of Transportation; rather, this authority will be
exercised directly by the Department of Transportation.

   * Laws Impliedly Preempted by the Bankruptcy Code

(a) Laws to be Preempted.

    The Plan Proponents note that, in the absence of the
    comprehensive jurisdiction of the Bankruptcy Court, certain
    fundamental steps required to consummate the Plan such as
    maintaining and distributing cash, transferring assets and
    issuing debt or equity securities, would require prior
    approval by the CPUC under certain circumstances. The Plan
    Proponents believe it is necessary that the Bankruptcy Court
    determine that these laws are impliedly preempted by Section
    1123(a)(5) because they preclude the implementation and
    consummation of the Plan which provides for the successful
    reorganization of the Debtor within a reasonable timeframe.

    Accordingly, the Proponents intend to prove at the
    Confirmation Hearing that the Bankruptcy Code, as applied to
    the Plan impliedly preempts the following:

    (1) California Public Utilities Code Sections 362, 377, 851,
        852 and 854 and rules or decisions under any of the
        foregoing which would require prior CPUC approval for
        the disposition or transfer of the CPUC-jurisdictional
        public utility property subject to the Plan before the
        Plan can be consummated;

    (2) California Public Utilities Code Section 701.5 and
        Sections 816-830 and rules or decisions thereunder,
        which would require prior CPUC approval for the issuance
        of securities and financings needed to implement the
        Plan;

    (3) California Public Utilities Code Sections 797-798 and
        related affiliate transactions rules, which would
        restrict or prohibit the Reorganized Debtor or other of
        the reorganized entities from entering into or
        performing the power sales agreement or other agreements
        that are part of the Restructuring Transactions or the
        implementation of the Plan.

    (4) Affiliate Transaction Rules under CPUC Decision Nos. 97-
        12-088 and 98-08-035, to the extent they would prohibit
        or nullify the Restructuring Transactions, including the
        power sales agreement, the separation and servicing
        agreements, and other agreements and transactions that
        are part of the Plan.

    (5) Holding Company Rules under CPUC DecisionsDecision Nos.
        96-11- 017, 99-04-068, 02-01-037, and 02-01-039, which
        would prohibit or nullify the Reorganized Debtor Spin-
        Off or other portions of the Plan or Restructuring
        Transactions.

(b) Bases for Implied Preemption

    The Proponents will demonstrate at the Confirmation Hearing
    that the limited number of CPUC laws and regulations
    identified stand as an obstacle to the goals of the
    Bankruptcy Code and therefore need to be preempted.

    First, the Proponents will show that the relevant CPUC laws
    would effectively veto the Plan because they prohibit the
    Debtor or other parties from reorganizing the Debtor's
    assets to utilize the value of those assets under the Plan;
    from issuing securities or undertaking other financing
    arrangements to implement the restructuring transactions
    required by the Plan; and from entering into the
    transactions, contracts and agreements essential to
    implement the Plan on a timely basis without disruption to
    the Debtor's business or its customers. The CPUC laws also
    would nullify the transactions implementing the Plan, by
    treating them as if they have not occurred or as if their
    legal status is subject to re-examination or post-
    confirmation veto by the CPUC.

    Second, the Proponents will demonstrate that the preempted
    CPUC laws are displaced not simply because of the general
    policy of Chapter 11 favoring reorganizations, but because
    the laws stand as an obstacle to the accomplishment and
    execution of the full purposes and objectives of Congress.
    For example, the preempted CPUC laws purport to veto or
    nullify transactions implementing the Plan that are
    specifically provided for in Section 1123(a)(5), which
    authorizes transfer of all or any part of the property of
    the estate to one or more entities, whether organized before
    or after the confirmation of [the] plan (Section
    1123(a)(5)(B)), as well as issuance of securities of the
    debtor, or of any entity referred to in subparagraph B.
    Section 1123(a)(5)(J).

    Finally, the Proponents will show that the central elements
    of its Plan are needed to put the Reorganized Debtor on a
    sound financial footing, maximize inherent asset value, and
    meet the requirement of Section 1129(a)(11) that
    confirmation is not likely to be followed by the
    liquidation, or the need for further financial
    reorganization, of the Debtor. In particular, Proponents
    will demonstrate that disaggregation is economically
    necessary, and therefore the limited preemption effected by
    the Plan is essential to give the Debtor the means
    to pay all Allowed Claims in full and to achieve a "fresh
    start" upon emergence from bankruptcy.

    Several provisions of the California Public Utilities Code
    restrict the ability of a public utility to dispose, sell,
    lease, merge, consolidate, encumber or otherwise transfer
    interests in property that the utility is using for public
    utility purposes. At the Confirmation Hearing, the
    Proponents will demonstrate that each of these laws is
    directed at economic issues relating to public utilities,
    not public health and safety concerns.

    Several other provisions of the California Public Utilities
    Code restrict the ability of a public utility to issue debt
    or equity securities. The Plan Proponents tell Judge Montali
    that these provisions, which are the successor statutes to
    comparable provisions included in the Public Utilities Act
    of 1911, are on their face directed at the financial and
    economic regulation of public utilities, not public health
    and safety concerns but none of these provisions addresses
    "public health or safety" issues, and none deals with
    utility operations, facilities or the conditions of service
    to the public. All are directed solely at the capitalization
    and financing of public utilities. The Proponents will also
    demonstrate that these provisions stand as an obstacle to
    the effective reorganization of Debtor.

    With respect to regulation of Transactions between Public
    Utilities and Affiliates, certain provisions of the
    California Public Utilities Code and decisions by the CPUC
    restrict affiliate transactions and dealings between a
    public utility and its regulated or unregulated affiliates.
    The Proponents will demonstrate at the Confirmation Hearing
    that the legislative and regulatory intent of these
    provisions is economic because these govern competitive,
    cross-subsidization and similar financial concerns relating
    to the relationship between utilities and their affiliates.
    The Proponents will also demonstrate that these provisions
    stand as an obstacle to the effective reorganization of the
    Debtor.

    Corporations Code Title 1, Division 1, Chapter 5 restricts
    the ability of a corporation to make distributions to its
    shareholders. The Debtor's distribution of Newco common
    stock to the Parent and the distribution by the Parent of
    the common stock of the Debtor to shareholders of the Parent
    pursuant to the Plan may not satisfy the retained earnings,
    balance sheet, liquidity and solvency test or other
    provisions of this Chapter. The distribution by the Parent
    of the common stock of the Debtor to the Parent's
    shareholders pursuant to the Plan could be characterized as
    a sale of all or substantially all of the assets of the
    Parent under California Corporations Code Section 1001. If
    so, outside of bankruptcy, consent of the Parent's
    shareholders would be required. To that extent, Section 1001
    would stand as an obstacle to effectuation of the Plan. The
    Proponents will demonstrate at the Confirmation Hearing that
    these California Corporations Code provisions are primarily
    economic in nature and stand as an obstacle to the effective
    reorganization of the Debtor.

   * Non-CPUC Laws

PG&E and PG&E Corp. propose that non-CPUC laws applicable to the
transfer or acquisition of permits and licenses under the plan
will be subject to the Confirmation Order.

The Proponents note that the vast majority of these actions are
ministerial or governed by objective criteria that make it
unlikely that the agency or subdivision could act or fail to act
in a way that would interfere with the consummation of the Plan.
To the extent that any permit or license has not been
transferred or reissued timely for the consummation of the Plan,
the Proponents reserve the right to seek relief from the
Bankruptcy Court under, among others, section 1142(b) of the
Bankruptcy Code.

The Proponents assure that following the Effective Date, state
subdivisions and agencies will continue to have jurisdiction to
regulate the Reorganized Debtor, ETrans, GTrans and Gen on an
ongoing basis as provided by state law, consistent with ordinary
constitutional principles. Approximately 70% of the Debtor's
current utility assets (based on book value) will remain with
the Reorganized Debtor and continue to be regulated by the CPUC.
All of the Debtor's current utility assets, including those
transferred to ETrans, GTrans and Gen under the Plan, will
continue to be subject to applicable federal, state and local
regulation.

For these reasons, Proponents will request that the Confirmation
Order expressly provide that the limited number of state laws
identified in the  Disclosure Statement are impliedly preempted
under section 1123(a)(5) of the Bankruptcy Code. (Pacific Gas
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PERRY ELLIS: S&P Rates Proposed $50MM Senior Secure Notes at B+
---------------------------------------------------------------
On March 14, 2002, Standard & Poor's assigned its 'B+' rating to
sportswear designer Perry Ellis International Inc.'s proposed
$50 million senior secured notes due 2009. Rating outlook is
stable.

PEI's new notes are rated the same as the corporate credit
rating, since they enjoy a senior position in the capital
structure and are secured by all of the company's trademarks. In
a distressed scenario, Standard & Poor's feels that these assets
would retain considerable value and holders would fare
significantly better than unsecured creditors.

The ratings on PEI incorporate its intention to acquire the
Jantzen business from VF Corp. and reflect its narrow product
portfolio, debt leverage, and acquisition strategy. These
factors are partially offset by the company's diverse portfolio
of nationally recognized brand names, largely in men's apparel,
and its channel diversity.

Miami, Florida-based PEI is a designer and marketer of
sporstwear, golfwear, and other casualwear. Most of the
company's revenues are derived from men's shirts, a relatively
narrow category within the apparel industry. However, men's
apparel tends to be less fashion sensitive, somewhat offsetting
this portfolio concentration.

The company has built a broad portfolio of owned and licensed
brands through a combination of acquisition and internal
development. Nationally recognized brand names include Perry
Ellis, Crossings, John Henry, and Ping, among others. Multiple
brands at different price points allow the company to access a
broad array of retail channels, including department stores,
chain stores, mass merchandisers, and specialty shops.
Additionally, PEI licenses out its own brands to enter other
categories, thereby enhancing their brands' visibility in the
marketplace.

The company's ongoing acquisition strategy targets under-
performing brands that management works to revitalize and
integrate into the company's existing portfolio. The Jantzen
business, consisting of women's swimwear and sportswear,
represented only a small part of VF's overall sales. However, at
PEI, Jantzen is expected to be a significant contributor. In the
future, PEI may be challenged to turn around its acquisition
targets as it pursues growth.

                        Outlook

Standard & Poor's expects PEI to achieve total debt to EBITDA
below 5 times and EBITDA interest coverage of at least 2x for
the current fiscal year. Although the company is expected to
remain acquisitive, Standard & Poor's does not anticipate any
material transactions for the remainder of 2002.

                    Financial Details

Current credit measures are appropriate for the rating category.
Standard & Poor's estimates that debt leverage (adjusted for
operating leases) was about 4.0x and EBITDA coverage of interest
expense about 2.2x for the fiscal year ended Jan. 31, 2002.
Standard & Poor's expects operating cash flow to be sufficient
to meet low capital expenditures over the next few years.
Adequate financial flexibility for seasonal working capital
needs is provided by the company's $75-million revolving-credit
facility. At the current rating level, there is limited room for
additional debt-financed acquisitions in the near term.


POLAROID CORP: Retirees' Panel Taps Greenberg Traurig as Counsel
----------------------------------------------------------------
Judge Walsh approves the Official Committee of Retirees'
retention of Greenberg Traurig LLP as counsel, in the chapter 11
cases of Polaroid Corporation and its debtor-affiliates, nunc
pro tunc to December 20, 2001, instead of the requested December
6, 2001 effective date.

As counsel to the Retirees' Committee, Greenberg Traurig will:

  (a) investigate the actions taken by the Debtors to terminate
      the Polaroid Retiree Health Plan, the Retiree Life
      Insurance Plan and the severance payments to former U.S.
      employees; and

  (b) perform other related services.

Greenberg Traurig shall be paid by its customary hourly rates of
its principal attorneys and paralegals in the amount of:

    Gary R. Greenberg            $ 450
    Scott D. Cousins               440
    Jeffrey M. Wolf                375
    Alfred A. Gray, Jr.            325
    Scott Salermi                  230
    Allyson Lantolf                130

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


PRESIDENT CASINOS: John Connelly Discloses 32.87% Equity Stake
--------------------------------------------------------------
John E. Connelly may be deemed to be the beneficial owner of
1,654,113 shares of the common stock of President Casinos, Inc.,
representing 32.87% of the 5,033,008 shares of such class issued
and outstanding as of December 31, 2001. As a result of the
facts set forth in Item 2 below, Mr. Connelly may be deemed to
beneficially own the shares of common stock owned by JECA.

JECA may be deemed to be the beneficial owner of 615,235 shares
of common stock, representing 12.22% of the 5,033,008 shares of
such class issued and outstanding as of December 31, 2001.

As a result of these facts Mr. Connelly and JECA may be deemed
to be a "group" within the meaning of Rule 13d-5 under the
Securities Exchange Act of 1934, as amended, with respect to the
shares of common stock held by them.

Mr. Connelly has sole voting and dispositive power with respect
to 1,038,878 shares of the common stock, which shares represent
20.64 percent of the 5,033,008 shares of such class issued and
outstanding as of December 31, 2001.  Mr. Connelly may be deemed
to have shared voting and dispositive power with respect to
615,235 shares of the common stock, which shares represent 12.22
percent of the 5,033,008 shares of such class issued and
outstanding as of December 31, 2001.

JECA may be deemed to have shared voting and dispositive power
with respect to 615,235 shares of the common stock, which shares
represent 12.22 percent of the 5,033,008 shares of such class
issued and outstanding as of December 31, 2001.

Of the 1,654,113 shares reported as beneficially owned by Mr.
Connelly, 600,841 shares are subject to purchase options granted
to certain individuals on February 28, 2001. The option
agreements grant Terry Wirginis, Shawn Wirginis and David
Wirginis the option to purchase 300,421, 150,210 and 150,210
shares of common stock, respectively, at a price of $0.39 per
share. These options expire on February 28, 2011. Additionally,
the 615,235 shares of common stock owned by JECA have been
pledged to Guaranty Business Credit Corporation, f/k/a Fremont
Financial Corporation, pursuant to a stock pledge agreement.

Mr. Connelly currently serves as the President and Chief
Executive Officer of President Casinos, Inc., with its principal
place of business located at 802 North First Street, St. Louis,
Missouri 63102. Mr. Connelly also serves as Chairman and Chief
Executive Officer of JECA. Mr. Connelly owns all of the issued
and outstanding voting stock of JECA.

In connection with the formation of the Company in 1992, and the
Company's initial public offering shortly thereafter, Mr.
Connelly, along with entities controlled by Mr. Connelly,
received shares of the common stock in exchange for the
contribution to the Company of common and preferred equity
interests in the Connelly/IGT Partnership, which consisted of a
group of companies affiliated with Mr. Connelly and certain
companies controlled by International Game Technologies.
Subsequently, Mr. Connelly received additional shares of the
common stock as partial consideration for his transfer to the
Company of all of the issued and outstanding stock of President
Riverboat Casino Mississippi, Inc. Since this time, Mr. Connelly
has acquired and disposed of shares of common stock from time to
time using personal funds.

JECA became the beneficial owner of shares on February 28, 1994
pursuant to an Agreement and Plan of Merger between JECA and
DELLA III, Inc., a corporation controlled by Mr. Connelly. Since
this time, JECA has acquired and disposed of common stock from
time to time using working capital.

Cruise Lines, Inc. became the beneficial owner of shares on
December 2, 1992 in connection with the Company's initial public
offering in consideration of and in exchange for certain
partnership interests that Cruise Lines transferred and conveyed
to the Company. On February 28, 2001, Mr. Connelly, as the sole
voting shareholder of Cruise Lines, and all of Cruise Lines'
directors, unanimously authorized and approved the dissolution
of Cruise Lines. The dissolution was approved by the State of
Delaware on August 20, 2001. Pursuant to the plan of
dissolution, the 901,261 shares of common stock held by Cruise
Lines were transferred to Mr. Connelly.

What better way to honor the leader of the free world than by
staging a floating craps game? President Casinos does just that
and more at its two riverboat casinos. President's gaming
vessels -- President Casino-Broadwater in Biloxi, Mississippi,
and Admiral in St. Louis -- offer a combined 2,130 slot machines
and more than 85 gaming tables. The company also owns two non-
gaming dinner cruise and sightseeing vessels that operate on the
Mississippi River. In 2000 it sold the President vessel in Iowa
and the nearby Blackhawk Hotel to Isle of Capri Casinos.
Founder, chairman, and CEO John Connelly owns nearly a third of
the company. At November 30, 2001, the company reported an
upside-down balance sheet with a total shareholders' equity
deficit of about $15 million.


PRINTWARE INC: Sets Annual Shareholders' Meeting for April 16
-------------------------------------------------------------
The Annual Meeting of Shareholders of Printware, Inc., a
Minnesota corporation, will be held on Tuesday, April 16, 2002
at 9:30 a.m., local time, at the offices of Robins, Kaplan,
Miller & Ciresi L.L.P., 800 LaSalle Avenue, Suite 2800,
Minneapolis, Minnesota 55402, for the following purposes:

     - To consider and vote upon a proposal to approve and adopt
a plan of voluntary liquidation and dissolution of Printware, on
the terms and conditions set forth in the Plan of Complete and
Voluntary Liquidation and Dissolution of Printware, Inc.

     - To elect six directors to serve until the earlier of the
dissolution of Printware, the next Annual Meeting or the
appointment of their successors.

     - To ratify the selection of Deloitte & Touche, LLP as the
Company's auditors for the year ended December 31, 2002.

     - To transact such other business as may properly come
before the meeting or any adjournment thereof.

Holders of record of the Company's common stock at the close of
business on March 4, 2002 are entitled to notice of and to vote
at the Annual Meeting or any adjournment thereof.

Printware's computer-to-plate system helps streamline the
printing process. The product, called a platesetter, creates
printing plates directly from computers or the Internet. It's a
silver-halide platemaking system that eliminates several of the
steps in traditional printing processes. The platesetters, sold
under the brand PlateStream, include raster image processors
(RIPs), which convert computer data into digital images.
Printware sells the platesetters to printers and graphic arts
dealers across the US. Printware no longer makes electrostatic
systems, but the company still provides parts and services for
the systems.


RAILWORKS CORPORATION: Files Plan of Reorganization in Baltimore
----------------------------------------------------------------
RailWorks Corporation (OTC Bulletin Board: RWKSQ) announced that
it has filed a Plan of Reorganization in the U.S. Bankruptcy
Court for the District of Maryland in Baltimore for itself and
its 22 U.S. debtor subsidiaries.

The filing of the Plan has been approved by RailWorks' secured
lenders and primary surety.  The Plan contemplates full
repayment of debtor-in-possession or DIP claims, satisfaction of
secured claims held by certain of RailWorks' pre-petition
secured lenders through the issuance of a new secured note, and
satisfaction of the balance of claims held by RailWorks' pre-
petition secured lenders through the conversion of such claims
into substantially all of the equity of the reorganized company.

The Plan provides that holders of RailWorks' $175,000,000 11-
1/2% Senior Subordinated Notes due in 2009 and unsecured
creditors will receive 3% of the stock of the reorganized
company and that the interests of the equity holders of
RailWorks will be eliminated.

The Plan contemplates that the reorganized company will receive
financing of $250 million of debt and $350 million of surety
bonding capacity.

RailWorks also announced that it has filed a motion requesting
bankruptcy court approval to file its Disclosure Statement
providing details of the Plan by April 2, 2002.  Confirmation of
the Plan, which remains subject to supplementation, modification
and amendment, also remains subject to bankruptcy court approval
and certain other conditions.

"This milestone is a significant step forward in the Company's
restructuring efforts.  It is largely through the efforts of our
employees and the support of our customers, vendors and lenders
that we are able to announce the filing of this Plan.  We are
looking forward to continuing as market leaders in our core
areas upon conclusion of this process," said John Kennedy, Chief
Executive Officer of RailWorks.

RailWorks Corporation is one of the leading providers of
integrated rail system services and products to a diverse base
of customers throughout North America.


REGAL CINEMAS: Consolidation Plans Spur S&P to Affirm B+ Ratings
----------------------------------------------------------------
On March 13, 2002, Standard & Poor's affirmed its `B+' ratings
on Regal Cinemas Inc. The action followed the announcement that
the ownership of Regal, United Artists Theatres Co, and Edwards
Theatres Inc. will be consolidated under a new parent company,
Regal Entertainment Group. The new structure is designed to
generate cost savings and increase the revenue potential of the
group. Regal Entertainment also plans to raise approximately
$280 million in common equity that will be used to repay $192
million in debt and $76million in preferred stock at Edwards
Theatres. Rating outlook is Stable.

Standard & Poor's will re-evaluate its view of these companies,
based on management's business and financial strategies for the
new Regal Entertainment entity. The new corporate structure
should enhance the profit potential of the group by reducing
duplicated costs, lowering total debt and interest expenses, and
better coordinating the management of group assets. Still, the
combination is in its early stages and will take time and
resources to implement. This will limit the immediate earnings
benefits of the consolidation. Plans to increase ancillary
income from advertising and corporate meetings are unlikely to
produce any significant near term profit improvement and could
require investment. Nonetheless, the credit quality and profit
potential of United Artists should benefit from being managed as
part of a larger, more modern theater circuit that should offer
increased economies of scale and other efficiencies. Other
benefits to the group as a whole include the increased
effectiveness of new theater construction and acquisitions that
the integrated structure is likely to provide. Standard & Poor's
will consider whether these and other elements of management's
plans warrant equalizing United Artists' corporate credit rating
with that of the consolidated Regal Entertainment.

On a pro forma basis, the group had EBITDA plus rent margins of
about 30% in 2001, which is slightly below the low-30% area
generated by Regal Cinemas and other efficient theater
operators. This reflects a weighted average of the margins of
the group's three theater circuits and does not include
potential cost savings and other benefits that the new structure
may provide. EBITDA plus rent coverage of interest plus rent was
1.9x on a pro forma basis in 2001. Pro forma leverage on a
lease-adjusted basis in 2001 was high at of about 4.5x but
compares favorably to industry peers.

The ratings for Regal Cinemas reflect its relatively modern
theater circuit and solid profit margins, offset by its still
aggressive financial profile and the difficult, but slowly
improving, industry operating environment.

                            Outlook

Ratings incorporate the assumption that Regal will be able to
maintain and gradually improve its credit profile over time but
that near-term improvement will be limited.

DebtTraders reports that Regal Cinemas Inc.'s 9.500% bonds due
2008 (REGCIN2) are trading between 18 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=REGCIN2for
real-time bond pricing.


ROWE CO.: Delays Form 10-K Filing Pending Financing Arrangement
---------------------------------------------------------------
The Rowe Company has delayed the filing, with the SEC, of its
audited financial statement for the year ended December 2, 2001
pending resolution of the financing arrangement with its
existing lending institutions and new lending institutions to
refinance its short-term borrowing, revolving bank loans and
debentures. The Company intends to report a loss of $6,189,000
in fiscal 2001 compared to net earnings of $3,544,000 in fiscal
2000 due to declining shipments, lower gross margins, the
Homelife bankruptcy write-off, higher interest charges and
losses in 2000 from its discontinued Wexford
subsidiary.

Through subsidiaries Rowe Furniture and The Mitchell Gold
Company, The Rowe Companies makes upholstered and leather sofas,
love seats, and chairs in traditional, contemporary, and country
styles. The company supplies more than 1,100 retailers and its
43 Storehouse furniture stores and 18 Home Elements stores. Its
retailers, located mostly in the Mid-Atlantic and southern
states, sell products made by Rowe firms, as well as case goods,
lamps, framed art, antiques, and other accessories. Rowe has
quit making wood furniture to concentrate on its upholstered
furniture operations.  Chairman Gerald Birnbach owns about 15%
of Rowe.  At September 2, 2001, the company reported that its
total current liabilities exceeded its total current assets by
$22 million.


SOVEREIGN BANCORP: Fitch Affirms Low-B Ratings & Revises Outlook
----------------------------------------------------------------
Fitch Ratings affirms its current ratings for Sovereign Bancorp,
Inc. at 'BB+' senior and 'B' short-term and revises SOV's Rating
Outlook to Positive.  The ratings for Sovereign Bank were also
affirmed and the Rating Outlook remains Stable.

The change in Rating Outlook reflects several positive
developments, including the successful integration of the
company's sizeable New England branch acquisition, an improved
level of tangible equity, and continued debt reduction at the
parent. Although tangible equity remains relatively low, it has
been steadily improving. Moreover, a recent common stock
issuance was used to pay down a portion of the parent's long
term debt. These actions have provided additional financial
flexibility. Additionally, during September 2001, SOV made its
final non-solicitation payment to FleetBoston. These series of
payments had compressed earnings generation and subsequent
internal capital enhancement. Released from this burden, Fitch
expects noticeable improvement in company performance.
Additionally, Fitch expects future capital expansion to be
driven predominantly by enhanced earnings retention, unlike over
the past few years, where SOV supplemented its capital position
via issuances of trust preferred securities. Generally, Fitch
views outsized positions in trust preferreds, as aggressive and
therefore could potentially discount the security's
contributions to capital in the future.

SOV's credit quality remains sound, however, as with its peers,
has exhibited a slight increase in non-performers, especially
within its commercial loan portfolio. Nonetheless, as the
company has transitioned away from its past thrift-like balance
sheet, which reflected a concentration in low credit cost
residential mortgages, Fitch expects the company to build its
reserves to reflect moderate increased credit risk and costs
associated with its current loan mix. SOV's funding profile has
transitioned to a more stable transaction account concentration
versus its previous reliance on certificates of deposits.

                    Sovereign Bancorp, Inc.

          -- Short-term 'B';

          -- Long-term 'BB+';

          -- Individual 'C';

          -- Support '5';

          -- Rating Outlook Positive.

                        Sovereign Bank

          -- Short-term 'F3';

          -- Short-term deposit 'F2';

          -- Long-term 'BBB-';

          -- Long-term deposit 'BBB';

          -- Individual 'B/C';

          -- Support '5';

          -- Rating Outlook Stable.

                  Sovereign Capital Trust I-II

          -- Preferred 'BB-'.

                       ML Capital Trust I

          -- Preferred 'BB-'.

                 Sovereign Real Estate Investment Trust

          -- Preferred 'BB'.


STRATUS SERVICES: Taking Actions to Comply with Nasdaq Standards
----------------------------------------------------------------
Stratus Services Group, Inc. (OTC Bulletin Board: SERV), the
SMARTSolutions(TM) company, announced that the Company has filed
a request for an oral hearing before the Nasdaq Listing and
Hearing Review Council.  The purpose of the request for oral
hearing is to appeal the February 27, 2002 determination of the
Nasdaq Stock Market Listing Qualification Panel that the Company
is not in compliance with the continuing listing standards of
the Nasdaq SmallCap Market.

The Listing Council responded on March 8, 2002 to the Company's
request for an appeal from the Panel's decision.  The Listing
Council has indicated that, if it determines that a hearing is
warranted, the Company will be promptly notified.  Whether the
Company is granted an oral or a written hearing, the Company's
written submission is due by no later than April 9, 2002, and
the Listing Council will likely issue its decision after its
meeting in May 2002.

The Company is in a position to show Nasdaq that, as of March
14, 2002, it is in compliance.  Additionally, by the end of the
month, if certain transactions are approved at the Company's
Annual Meeting being held on March 28, 2002, it will present a
feasible plan for achieving compliance going forward.  The
Company believes it can thus present a very compelling argument
to the Listing Council that the Panel's decision should be
reversed and the Company's shares re-listed with Nasdaq;
however, the Company cannot provide any assurances that the
Company's stock will be re-listed with Nasdaq.

Additionally, the Company announced that it has hired Suzette
Nanovic Berrios, Esq. as General Counsel.  Ms. Berrios has been
in private practice for 15 years before joining the Company,
most recently serving as Counsel with the law firm of Gallagher,
Briody & Butler in Princeton, New Jersey, a boutique corporate
and securities law firm.  Ms. Berrios is a summa cum laude
graduate of Muhlenberg College, Allentown, Pennsylvania with a
B.A. in Accounting and a magna cum laude graduate of the
University of Notre Dame Law School, South Bend, Indiana.

Commenting on the events, Joseph J. Raymond, Stratus' Chairman
and CEO, stated, "We are extremely pleased that Ms. Berrios has
joined the Stratus team, particularly when the Company is
involved in the appeal of Nasdaq's determination.  We believe
that the Company will benefit greatly from

Ms. Berrios' experience in general corporate transactions and
securities law. Her services will be instrumental in the
preparation of the Company's submission materials to the Listing
Council for the Nasdaq appeal."

Stratus is a national provider of business productivity
consulting and staffing services through a network of thirty-two
offices in eight states. Through its SMARTSolutionsT technology,
Stratus provides a structured program to monitor and reduce the
cost of a customer's labor resources.  The Company has a
dedicated engineering services staff providing a broad range of
staffing and project consulting.  Through its Stratus Technology
Services, LLC joint venture, the Company provides a broad range
of information technology staffing and project consulting.


TRICON GLOBAL: Fitch Cuts Rating to BB+ over Planned Acquisition
----------------------------------------------------------------
Fitch Ratings has downgraded Tricon Global Restaurants, Inc. to
'BB+' from 'BBB-' following Tricon's announcement of its
acquisition of the Yorkshire Group, owner of the A&W and Long
John Silver restaurant chains. The Rating Outlook is Stable.

Under the terms of the acquisition, Tricon will pay YGR $270
million in cash and assume another $50 million of YGR debt for a
total acquisition cost of $320 million. Fitch's rating action
reflects a higher level of leverage than had been anticipated
due to the acquisition financing as well as incremental capital
expenditures to develop the acquired brands and ongoing share
repurchases.

There is risk associated with transitioning the new concepts
into Tricon, though the company has already multibranded 83
A&W's and 9 Long John Silver restaurants with Tricon concepts
with favorable results. The acquisition of the A&W and Long John
Silver brands will add burgers, seafood and desert food
categories to Tricon's assortment of brands and will increase
Tricon's in-house flexibility for future multibranding
opportunities.

Tricon's ratings consider the diversity and size of Tricon's
core brands and the company's leading position in each of its
restaurant food categories. It also considers the company's
ability to achieve efficiencies through national advertising,
bulk purchasing and multibranding. In the fourth quarter of
2001, Taco Bell reported strong same store sales results,
suggesting that Taco Bell may be stabilizing after a difficult
year. S&P expects improved performance from KFC and Pizza Hut in
2002 with continuing growth in international operations.


U.S. AGGREGATES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: U.S. Aggregates, Inc.
             147 West Election Road #110
             Draper, Utah 84020

Bankruptcy Case No.: 02-50656

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Sandia Construction, Inc.                  02-50657
     Western Aggregates, Inc.                   02-50658
     Western Aggregates Holding Corp.           02-50659
     Valley Asphalt, Inc.                       02-50660
     A-Block Company Inc.                       02-50661
     Cox Rock Products, Inc.                    02-50662
     Cox Transport Corp.                        02-50663
     Monroc, Inc.                               02-50664
     Tri-State Testing Laboratories, Inc        02-50665
     Jensen Construction, Inc.                  02-50666
     Mohave Concrete And Materials, Inc.        02-50667
     Western Rock Products Corp.                02-50668
     SRM Holdings Corp.                         02-50669
     SRM Aggregates, Inc.                       02-50670
     BHY Ready Mix, Inc.                        02-50671
     Bama Crushed Corp.                         02-50672
     DeKalb Stone, Inc.                         02-50673
     Bradley Stone & Sand, Inc.                 02-50674
     Mulberry Rock Corp.                        02-50675

Type of Business: The Debtor is a producer of aggregates
                  (crushed stone, sand and gravel) and
                  aggregate products which are marketed to a
                  variety of industries including public
                  infrastructure, commercial and residential
                  construction contractors; producers of
                  asphalt, concrete, ready-mix concrete,
                  concrete blocks, concrete pipes, and
                  railroads. The Debtor is also engaged in the
                  sale of ready-mix concrete and is an asphalt
                  paving contractor.

Chapter 11 Petition Date: March 11, 2002

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Brett A. Axelrod, Esq.
                  Beckley Singleton, A Professional Law
                   Corporation
                  1875 Plumas Street #1
                  Reno, Nevada 89509
                  775-823-2900

                  and

                  David C. McElhinney, Esq.
                  Beckley Singleton, A Professional Law
                   Corporation
                  1875 Plumas Street #1
                  Reno, Nevada 89509
                  775-823-2900

Total Assets: $333,313,723

Total Debts: $257,234,119

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Prudential Capital Group      Financing            $53,799,704
Myong Choi
3 Gateway Center, 4th Floor
100 Mulberry Street
Newark, New Jersey 07102-3777
Tel: 973-802-2807

Ash Grove Cement Boise        Trade Debt            $1,958,758
Martha Anderson                                         87,987
P.O. Box 4100-59                                        22,249
Portland, OR 97208
Tel: 503-293-8999

Deutsche Bank                 Trade Debt              $750,000
Edith Gomez
130 Liberty Street, 33rd Fl
New York, NY 10006
Tel: 212-250-6000

CSX Transportation            Trade Debt              $510,867
Georgeanne Chastain
6735 Southpoint Drive South
Jacksonville, FL 32216
Tel: 904-279-4780

Riverside Cement Company      Trade Debt              $468,286
Sheryl Gullart
1500 Rubidoux Blvd.
Riverside, CA 92509
Tel: 909-635-1899

Robert A. Parry               Severance               $382,158
4 Rollingwood Lane
Sandy, UT 84070
Tel: 801-571-5380

Blue Circle Cement            Trade Debt              $338,459
Bonnie Price
2 Parkway Center
1800 Parkway Place
Atlanta, GA 30368-0733
Tel: 770-423-4700

Norfolk Southern              Trade Debt              $214,059

Austin Powder Company         Trade Debt              $177,577

Crown Asphalt Products        Trade Debt              $144,147
Company

Chemical Lime                 Trade Debt              $123,997

Hellums Trucking              Trade Debt              $122,514

Theron Jensen                 Unpaid portion of       $106,080
                               purchase price for
                               assets sold

Cooper Marine & Timberlands   Trade Debt               $98,638

Cowin Equipment Company       Trade Debt               $87,572

Cheney Lime and Cement        Trade Debt               $77,026

Valley Bulk                   Trade Debt               $75,816

Northwest Equipment           Trade Debt               $75,731

Vinson Trucking               Trade Debt               $74,195

Maxam Equipment               Trade Debt               $73,593


USG CORPORATION: Court Approves De Minimis Acquisition Protocol
---------------------------------------------------------------
USG Corporation, and its debtor-affiliates obtained Court
authority and approval to implement its proposed uniform
acquisition procedures that will allow them to consummate
certain business acquisitions of limited size without the need
for further Court approval.

The building products manufacturing and distribution industries
are highly competitive, Paul N. Heath, Esq., at Richards, Layton
& Finger, explains.  The controlled expansion of the Debtors'
businesses is not merely beneficial to, but is in fact necessary
for, the maximization of value for the Debtors' estates and
creditors. Failure to capitalize on these opportunities in
particular geographic areas may result in the Debtors'
preeminent position in the marketplace and a corresponding
decline in the Debtors' revenues.

L& W Supply Corporation periodically determines that the
acquisition of an ongoing business would be instrumental in
capturing a new market or fortifying L&W's existing market.
L&W's acquisition targets often include distribution businesses
that sell products manufactured by other USG companies. The
strengthening of L&W's position in a particular geographic area
not only benefits L&W, but also benefits each of the other USG
Companies for which L&W conducts distribution activities, he
adds. Furthermore, when L&W acquires businesses that
historically have not distributed USG products, such
acquisitions lead to expansion into markets previously untapped
by the USG Companies.

Most of the Debtors acquisitions are of relatively small size
compared to the Debtors' total asset base. He states that,
historically, L&W has engaged in between three and five such
transactions each year, and such transactions typically involve
$7.5 million or less in total consideration. The Debtors submit
that their acquisitions involving $7.5 million or less in total
consideration are arguably "ordinary course" transactions. The
Debtors' do understand, however, that these transactions could
be considered transactions outside the ordinary course of the
Debtors' businesses that would require individual Court approval
pursuant to Section 363(b)(1) of the Bankruptcy Code.  Mr. Heath
asserts that requiring Court approval of each acquisition would
be administratively burdensome to the Court and costly to the
Debtors' estates.

When a Debtor enters into a contract or contracts contemplating
a transaction that is subject to the Acquisition Procedures, the
Debtors will serve an Acquisition Notice on:

   -- The U.S. Trustee
   -- counsel to each of the Committees, and
   -- counsel for the Debtors' post-petition lenders.

The potentially confidential nature of the proposed acquisition
would dictate that the parties served with or who otherwise
receive an Acquisition Notice shall be required to hold the
notice's information in confidence. As it is the Debtors'
experience that sellers may not agree to enter into sale
transactions if the seller's identity is publicly known prior to
the consummation of the transaction, counsel to the Committees
and counsel to the DIP lenders will not be permitted to share
with their constituents any information regarding the Proposed
Acquisition that would enable such constituents to identify the
particular acquisition target, including, without limitation,
the name of the seller and the business location.

The Acquisition Notice will include this information:

   -- a description of the business that is subject to the
Proposed Acquisition and its location;

   -- the identity of the non-debtor party or parties to the
Proposed Acquisition and any relationship of the party or
parties to the Debtors;

   -- the major economic terms of the Proposed Acquisition;

   -- instructions consistent with the terms described below
regarding the procedures to assert objections to the Proposed
Acquisition.

Interested Parties will have through 5:00 p.m., Wilmington time
on the tenth day after the Acquisition Notice's date to object
to the Proposed Acquisition pursuant to the objection procedures
described below. If no Objections are asserted prior to the
expiration of the Notice Period, the Debtors will be authorized,
without further notice and without Court approval, to consummate
the Proposed Acquisition in accordance with the contract's terms
and conditions. The Debtors may also consummate a Proposed
Acquisition prior to the expiration of the Notice Period if each
Interested Party consents in writing to the Proposed
Acquisition. In either of these cases, the Proposed Acquisition
will be deemed final and fully authorized by the Court.

If any significant economic terms of the Proposed Acquisition
are amended after transmittal of an Acquisition Notice, he
continues, the Debtors must send a revised Notice and the Notice
Period will be extended for an additional five business days.

Any objections to a Proposed Acquisition must be in writing,
filed with the Court and served on the Interested Parties and
counsel to the Debtors, so as to be received by all such parties
prior to the expiration of the Notice Period. Each objection
must state specific grounds for objection. If an objection is
properly filed and served, the Proposed Acquisition may not
proceed without:

   -- written withdrawal of the objection;

   -- entry of a Court order specifically approving the Proposed
      Acquisition; or

   -- the submission of a Consent Order.

Any objection may be resolved without a hearing by a Court order
submitted on a consensual basis on the Debtors and the objecting
party, provided that if any significant economic terms of the
Proposed Acquisition are modified by Consent Order, the Debtors
must:

   -- prior to submission to the Court of the Consent Order and
an opportunity to object to the terms thereof by transmitting a
written statement of objection to the Debtors' counsel; and

   -- with the Consent Order provide the Court with a written
certification that notice was given and no objection was
received.

If an Objection is not resolved on a consensual basis, the
Debtors may schedule the Proposed Acquisition and the Objection
for hearing the next available omnibus hearing date by giving at
least 10 days' written notice of the hearing on the Proposed
Acquisition on an objecting party.

Mr. Heath offers that it is likely that any of these
acquisitions arguably fall under ordinary course transactions
and therefore the Debtors may not be required to give any notice
of the Proposed Acquisitions. If they are not, then the limited
notice provided by the Acquisition Procedures are proper and
justified pursuant to Section 363(b) of the Bankruptcy Code.
(USG Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


W.R. GRACE: Seeking Approval of a Combined Bar Date Notice
----------------------------------------------------------
W. R. Grace & Co., and its debtor-affiliates say that they are
mindful of the Courts' reasons for severing the adjudication of
the personal injury claims from other asbestos claims, and ask
that Judges Fitzgerald and Wolin jointly approve a combined
notice program to advise all creditors of the bar dates
applicable in these chapter 11 cases.

A combined notice program will save the Debtors' estates almost
$4,000,000 (primarily in media costs) and will avoid any
potential confusion that might be created by separate notice
programs.

Katherine Kinsella, the Debtors' noticing expert, tells Judges
Fitzgerald and Wolin that separate notice programs for asbestos
personal injury claims and asbestos property damage and ZAI
claims will cost the estate an additional $3,951,376
($10,026,858 for two separate notice programs versus $6,075,483
for a combined notice program).  The combined notice program
proposed by the Debtors would satisfy the due process rights of
all potential claimants, while minimizing the costs to the
estates.

                      The Noticing Program

To comport with the requirements of due process, the Debtors
must give the claimants notice of the bar dates.  The Debtors
propose a two-fold notice program that will provide both actual
and publication notice of the bar dates to known claimants
and/or their counsel, and publication notice to claimants whose
identities and/or addresses are not presently known or
reasonably ascertainable by the Debtors.

The notification program employs four primary methods in
providing notice:

      (i) direct notice by mail to all identifiable claimants
          and/or their counsel of record;

     (ii) broad national published notice through the use of
          national paid and earned media vehicles;

    (iii) national notice through trade publications; and

     (iv) direct notice by mail to third parties who are likely
          to have contact with personal injury claimants.

The Debtors will provide actual notice of the bar dates by
mailing a copy of the bar date notice package, which consists of
a bar date notice for all claims, the Court's Order, and the
appropriate proof of claim forms.  This includes:

       (a) All counsel of record for known holders of asbestos
property damage claims, ZAI claims, asbestos personal injury
claims, and settled asbestos claims;

       (b) All counsel of record for asbestos personal injury
claims filed against the Debtors historically;

       (c) All residents of Libby, Montana area;

       (d) All persons and entities with non-asbestos claims,
and their counsel of record, if any;

       (e) All individuals who call a toll-free number or write
and request a copy of the bar date notice package from the
official claims agent as a result of seeing the notice in the
media.

In conjunction with the actual notice, counsel will also be
provided a Notice to Attorneys and Certification, which was
included in the Debtors' response to the earlier objections to
this Motion.  Counsel of record will be asked to provide the
Debtor with:

       (1) the current names and addresses of their clients who
have claims against the Debtors in these cases or who might have
claims against the Debtors in these cases so that the Debtors
will be able to provide their clients with the bar date package;
or

       (2) Certification that counsel has contacted or attempted
to contact all of their clients whom they represent, provide
them with a bar date package, and advise them regarding their
rights to assert a claim against the Debtors and their need to
file a proof of claim on the court-approved proof of claim form
by the bar date.

            Publication Notice to Unknown Claimants

Unknown claimants are those potential claimants for whom the
Debtors do not have names, addresses or both, or as to which the
names and addresses are not reasonably retrievable.  This
category of claimants includes, among others, those persons who
formerly asserted a claim against the Debtors that was settled
and released, and former claimants whose claims were rejected.
While such individuals may have held claims that were settled
and released over the course of the past two decades in which
the Debtors settled tens of thousands of claims, it is merely
speculative to believe that any such individuals would, at this
time, hold "current" claims.  Likewise, if a claim was rejected
by the  Debtors and then never pursued by the claimant, the
Debtors have no reason to believe that such a claimant holds a
"current" claim.

Notice to unknown claimants will be provided by publication
notice in lieu of actual notice.  Upon entry of a bar date
order, the Debtors will implement a comprehensive publication
notice program that will include providing notice to areas where
claims have arisen or where potential claimants may now be
located, including (1) the entire United States; (2) Canada; (3)
Guam; (4) Puerto Rico; and (5) the US Virgin Islands.
Publication notice will be disseminated using:  (a) newspapers,
(b) magazines, (c) trade and professional publications, (d)
television (network and cable), and (e) Web sites.  Notice will
also be provided directly to trade organizations in which
potential claimants may be members and through other third
parties who are likely to have contact with personal injury
claimants.  In addition, a toll-free number will be established
for potential claimants to call for information and for a court-
approved proof of claim form.  This notification program has
been assembled with the advice and approval of Katherine
Kinsella, the president of Kinsella Communications, Ltd.

The Debtor incorporates its previous motion for details of its
notification program.  The Debtors say this notice program
complies with due process requirements and is reasonable.
Contrary to the PD Committee's objections, there is no precedent
for requiring bar date notices to "educate" or "warn" potential
claimants of the alleged dangers of the Debtors' products unless
the requirements for an injunction have been satisfied on the
merits.  The PD Committee's prior objections are described by
the Debtors as "primarily stylistic", and say that their revised
short-form notices, TV spot and long-form notice have been
revised to address those objections.  The Debtors further say
the PD Committee's objections are "vague and unfounded." (W.R.
Grace Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ZIFF DAVIS: Bank Lenders Agree to Forbear, Again, Until June 28
---------------------------------------------------------------
Ziff Davis Media, Inc. announced that it has successfully
extended its forbearance agreement with respect to its senior
credit facility.  The agreement, which was due to expire on
March 15, 2002 has now been extended to June 28, 2002.

"We are pleased that we have completed yet another phase of our
disciplined plan for restructuring the Ziff Davis Media balance
sheet and positioning the company for long-term growth," said
Robert F. Callahan, Chairman and CEO of Ziff Davis Media Inc.
"As we promised our customers and suppliers months ago, and have
consistently delivered on, the management team and employees
here are dedicated to continuing Ziff Davis' legacy as the
preeminent technology media company.  We are 100% committed to
investing in and building upon our leadership position in both
the technology and consumer arenas."

Ziff Davis Media Inc. also announced that it is continuing with
its plans and discussions with the bank lending group and
institutional creditors to establish a more appropriate long-
term capital structure for the company and that those
discussions have been productive.  The company previously
reported that it has engaged Greenhill & Co., LLC as financial
advisors to assist senior management in evaluating strategic
alternatives for recapitalizing the Company's long-term debt.

Ziff Davis Media Inc. -- http://www.ziffdavis.com-- is the
leading information authority for buying and using technology.
In the U.S., Ziff Davis Media publishes 13 industry-leading
business and consumer publications: "PC Magazine," "eWEEK,"
"Ziff Davis Smart Business," "The Net Economy," "CIO Insight,"
"Baseline," "Yahoo! Internet Life," "Electronic Gaming Monthly,"
"Official U.S. PlayStation Magazine," "Computer Gaming World,"
"GameNow," "Pocket Games" and "XBox Nation."  Ziff Davis Media
publishes more than 45 titles around the world through licensing
agreements in 30 countries.  The company is also a developer of
innovative web sites including PCMag.com and ExtremeTech.com.
It provides custom media solutions through Ziff Davis Custom
Media; industry analyses through Ziff Davis Market Experts; and
state-of-the-art Internet and technology testing through
eTESTING LABS.  The company also produces conferences, seminars
and webcasts.


* BOND PRICING: For the week of March 18 - 22, 2002
---------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05            25 - 27(f)
AES 9 1/2 '09                75 - 78
AMR 9 '12                    94 - 96
Asia Pulp & Paper 11 3/4 '05 24 - 25(f)
Bethlehem Steel 10 3/8 '03   12 - 14(f)
Chiquita 9 5/8 '04           97 - 98(f)
Enron 9 5/8 '03              13 - 15(f)
Global Crossing 9 1/8 '04     4 - 5(f)
Level III 9 1/8 '04          42 - 44
Kmart 9 3/8 '06              44 - 46(f)
McLeod 11 3/8 '09            22 - 24(f)
NWA 8.70 '07                 92 - 94
Owens Corning 7 1/2 '05      41 - 43(f)
Trump AC 11 1/4 '06          69 - 71
USG 9 1/4 '01                82 - 84(f)
Westpoint 7 3/4 '05          32 - 35
Xerox 5 1/4 '03              92 - 94

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

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